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Stipulation of Value.  The Company shall retain the services of a certified real estate appraiser with at least ten (10) years of experience appraising commercial real estate to appraise and determine the fair market value of the Company’s assets (“Stipulation of Value”). 

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Indemnification claims will be reduced by and to the extent that an Indemnified Party has recevied proceeds under any insurance policy specifically as a result of, and in compensation for, the subject matter of an indemnification claim by the Indemnified Party.

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OTHER THAN WITH RESPECT TO A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, OR LOSS OF GOODWILL, REGARDLESS OF THE FORM OF ACTION, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

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The Firm's fees are based on the time expended by the attorneys at the hourly rates in effect when the time is expended.  In connection with your matter, other than with respect to the retainer payment below, legal fees of up to $_________ will be deferred until the earlier of (1) six (6) months after the date of this engagement letter and (2) the company has raised cumulative debt or equity financing of ________________. In addition to fees for legal services, you will be responsible for costs which are incurred in connection with your representation, including, for example, third-party copying charges, overnight mail delivery, and all such costs and expenses will be reasonable and necessary.  These costs will be due from you as incurred.  No premiums are added to any third-party vendor costs. It is the policy of this Firm not to advance or defer any third-party expenses in excess of $200.00 and, accordingly, if any expenses in excess of $200.00 are anticipated to be expended, we will notify you of these and

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Executive furthermore may devote reasonable periods of time to charitable and community activities and to the management of Executive’s personal affairs so long as such activities do not materially interfere with the performance of Executive’s responsibilities under this Agreement.

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follow these procedures:

1. Terminate the employee with another person present as a witness.
2. The employee should told they are being terminated because it is not a good fit and  leave it at that. 
3. The Company will give the employee a letter that states that “As per our meeting today, [MONTH DAY, YEAR] , your employment is terminated effective as of [DATE]. You will be required to return all company property and are reminded of your continuing obligations under the confidentiality and IP assignment agreement dated [DATE OF AGREEMENT]. You will be paid through the last date of your employment in accordance with the company’s payroll policy.“ Then sign the letter at that time.
4. In general Company will not terminate employee for cause unless something very dramatic has happened that injured the company. Before doing so, consult with counsel.
5. If Employee asks if can he collect unemployment, the answer is yes.
6. Give employee a copy of the letter and put a copy in employee's personnel file. 
7. Make su

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“Liquidity Event” means any of: (1) the acquisition of all or substantially all of the assets of the Company by another person ; (2) the acquisition of equity interests of the Company, in one transaction or a series of related transactions, in which the pre-acquisition equity holders of the Company own less than fifty percent (50%) of the outstanding voting power of the Company after such acquisition; and (3) the merger or consolidation of the Company with or into another entity in which the pre-merger or pre-consolidation equity holders of the Company own less than fifty percent (50%) of the outstanding voting power of the surviving entity after such merger or consolidation.

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Notwithstanding anything to the contrary, if Members holding a majority in interest of the Units determine in good faith (1) that the Company requires additional capital to meet its financial or operational needs and (2) that additional needed funds cannot readily be obtained through issuance of new equity or borrowings by the Company from third parties, the Members may make a written demand upon all the Members, each of whom shall within 30 days contribute that Member’s pro-rata share of the total capital contribution demanded of the Members. If a Member fails or refuses to make the capital contribution when required, the other Members so electing are entitled to contribute (the “Contributing Members”) the amount of the capital that the non-contributing Member (the “Defaulting Member”) failed to contribute as a loan (“Default Loan”) to the Company in behalf of the Defaulting Member, such loan to bear simple interest from the date it is made at a rate per annum equal to twelve percent (12%) (“Default Interest

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Think about whether death and disabilty belong in the good reason category, which probably depends on what happens based on these outcomes. Think again about the table.

1.	Termination for “Cause” refers to termination because a Manager (1) abandons, ceases, or voluntarily terminates the Manager’s services for any reason other than Good Reason; (2) is convicted of, or enters a plea of guilty or nolo contendere to, a crime that (A) is punishable by a custodial penalty in excess of one year, instead of or in addition to a fine or other noncustodial penalty, (B) is related to the Manager’s services, or (C) involves dishonesty, theft, or fraud; (3) is negligent, is reckless, or engages in intentional misconduct that results in a material adverse effect on the business or the reputation of the Company or any of its subsidiaries or other affiliates; (4) fails to perform the Manager’s duties to the Company or to any of its subsidiaries, after the Company has provided written notice of such failure; (5) engages in in

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"Economic Interest" means a Unit Holder's share of Net Profits, Net Losses, and other tax items of the Company and distributions of the Company's assets pursuant to this Agreement and the Act, but shall not include any right to participate in the management or affairs of the Company, including, the right to vote on, consent to or otherwise participate in any decision of the Members.

"Economic Interest Owner" means the owner of an Economic Interest who is not a Member.