Amendment No. 7

Amendment No. 7 – Strengthening Article XIII (Miscellaneous)

This Amendment No. 7 (the “Amendment”) to the Limited Liability Company Agreement of Pleasant Valley Property, LLC, dated January 1, 2024 (the “Agreement”), is adopted by Members holding a Majority in Interest pursuant to Section 13.10 of the Agreement.  All capitalized terms used but not defined herein have the meanings set forth in the Agreement.


## 1. Loser-Pays & Fee-Shifting (New Section 13.01A)


**Insert** immediately after Section 13.01:


“**13.01A Fee-Shifting.**  In any action to enforce rights or obligations under this Agreement, the prevailing party shall recover its reasonable attorneys’ fees, costs, and expenses from the non-prevailing party, in addition to any other relief granted by the tribunal.”


## 2. Narrow “Further Assurances” (Amend Section 13.02)


**Amend** Section 13.02 to read:


“Each party shall execute and deliver only such additional documents and take only such further actions as are reasonably requested in writing and directly related to effecting the provisions of this Agreement, provided such request is made within one (1) year after the Effective Date.”


## 3. Carve-Outs & Term Limits on Confidentiality (Amend Section 13.03)


**Amend** Section 13.03 by adding at the end of (d):


“Confidentiality obligations shall terminate **five (5) years** after the date of a Person’s withdrawal or Transfer, except for trade-secret information which shall remain subject to confidentiality for as long as such information retains independent economic value and is treated as confidential by the Company.”


## 4. Electronic Notices & Deemed Receipt (Amend Section 13.04)


**Amend** Section 13.04 by inserting:


“- Notices sent by email (to the address on record) with read-receipt requested shall be deemed received one (1) Business Day after transmission.  

- Notices delivered via a recognized electronic signature platform (e.g., DocuSign) are effective upon electronic acknowledgment.”


## 5. Severability Safe Harbor (Amend Section 13.06)


**Amend** Section 13.06 by adding:


“If any provision is held invalid, the parties shall negotiate in good faith within thirty (30) days to replace it with a valid provision that most closely approximates its economic intent and effect.”


## 6. Amendment Thresholds & Protected Provisions (Amend Section 13.10)


**Amend** Section 13.10 by adding:


> “Notwithstanding anything to the contrary, Sections 3.02, 6.01, 7.03, 9.01, 10.01, 12.01 and this Section 13.10 shall not be amended, modified or waived without the **written consent of all Members (100%)**.”


## 7. Dispute Resolution – Mandatory Arbitration (New Section 13.18)


**Insert** immediately after Section 13.17:


“**13.18 Mandatory Arbitration.**  

(a) Any dispute arising out of or relating to this Agreement shall be submitted to final, binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association (AAA), before a single arbitrator in Eau Claire County, Wisconsin.  

(b) Judgment upon the award may be entered in any court having jurisdiction.  

(c) Each party shall bear its own costs; the arbitrator may award fees and expenses to the prevailing party.”


## 8. Counterpart & Electronic Execution Clarification (Amend Section 13.17)


**Amend** Section 13.17 to read:


“Copies of this Agreement may be executed in counterparts, each of which shall be an original, and may be delivered by PDF or other electronic means with electronic signatures (DocuSign or similar), effective as originals.”

Impact of These Amendments

  1. Fee-Shifting deters frivolous claims and ensures the winner recovers costs.
  2. “Further Assurances” expire after one year, stopping open-ended demands.
  3. Confidentiality expires after 5 years (except true trade secrets), balancing privacy and practicality.
  4. Electronic notice rules eliminate lost-mail gamesmanship.
  5. Severability safe harbor forces prompt renegotiation of invalid provisions.
  6. “Super-majority lock” on core provisions protects against stealth amendments.
  7. All disputes go to arbitration—faster, private, cost‐efficient.
  8. Clarifies digital execution, speeding future amendments or Joinders.

With Article XIII fortified, you’ll have a self-enforcing, flexible “housekeeping” framework that preserves your substantive rights, streamlines process, and penalizes obstructionist tactics. Let me know if you’d like any further refinements or to craft a consolidated redline of the full Amendment package.