Levi United FC

By-laws

BYLAWS of Levi United Football Club

ARTICLE I   Name, Purpose, Affiliation & Policy​

Section 1. Corporation Name. ​

The name of this non-profit corporation shall be Levi United Football Club, Inc. and it is referred to herein as “LUFC”.​

 

Section 2. Mission Statement. ​

It is our mission at LUFC to educate the tactical, physical, mental, and development growth of the players we train. The goal at LUFC is to provide opportunities to players who have interest in soccer and want to improve their education on the sport of soccer. It is the vision at LUFC to develop the player in all aspects of game as well as in leadership, sportsmanship and fair play.​

 

Section 3. Exclusive Purpose. ​

LUFC is organized exclusively for charitable and educational purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code. No part of the net earnings of LUFC shall benefit of, or be distributable to its members, trustees, officers or other private persons, except that LUFC shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the activities at LUFC shall be carrying on propaganda, or otherwise attempting to influence legislation, and LUFC shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign. Nothing with standing any other provision of this documents, LUFC shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or corresponding sections of any future federal tax code.

Upon dissolution, LUFC assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code. The co-founders shall dispose of any such assets not disposed of, exclusively for such purposes or to such organization or organizations, as said Co-Founders shall determine, which are organized and operated exclusively for such purposes.

 

Section 4. Affiliation & Policy. ​

LUFC shall have affiliation with whatever soccer league which they join. All policy of the LUFC shall follow the policy of the league which LUFC join.

ARTICLE II Office

Section 1. Principal Office. ​

The principal office at LUFC shall be located in Greenville, North Carolina as such places from time to time determined by the Board of Directors.

Section 2. Mailing Address. ​

The mailing address at LUFC shall be given upon contacting LUFC. Greenville, or such other addresses as be determined time to time by the Board of Directors. 

 

ARTICLE III Membership and Meetings of Members

Section 1. Membership. 

The membership at LUFC shall consist of the following. 1. Members:

All who are currently serving on as Executive Officers and Board of Directors at Levi United Football Club.

Voting Members:

a. “Voting members” at LUFC shall be the co-founders and board of directors.

b. All who are currently serving on the Board of Directors at Levi United Football Club.

c. The original four directors of the corporation by the article of corporation can vote if they are needed to. 

No annual membership fees are charged. Members must agree to be hold accountable to the rules and regulations at LUFC.

Section 2. Annual Meeting. ​

The annual meeting for members includes checking the process of our goals, making important decisions regarding the organization, and informing the members of previous and future activities this meeting shall be every July 31 of each year. The Board of Directors shall determine the date and location of the annual meeting.

Section 3. Substitute Annual Meeting.​

If the annual meeting shall not be held on the day designated by the Bylaws, a substitute annual meeting may be called in the manner provided for the call of a special meeting in accordance with the provisions of Section 4 of the Article III, and a substitute annual meeting so called shall be designated as and shall be treated for all purposes as the annual meeting.

Section 4. Special Meetings.​

Special meetings for Members may be called at any time by a majority vote of the Board Members.

Section 5. Notice of Meetings.​

Notice of the annual meeting shall be provided by the Board of Directors no later than the last regularly scheduled monthly meeting of the Board of Directors which immediately precedes the annual meeting.

Section 6. Presumption of Assent.​

Those Members who do not attend the annual meeting shall be presumed to have assented to the action taken at the annual meeting unless their dissent or abstention is made known to the Secretary of such meeting before the adjournment thereof. 

 

ARTICLE IV Board of Directors

Section 1. General Powers.​

The Board of Directors shall manage the property, affairs, and business of LUFC. Each Director shall be entitled to one vote. Co-founders at LUFC shall also elect Directors of the Board. No Director of the Board shall use the resources, business, or finances of LUFC for personal use or profit.

Section 2. Composition of the Board.​

The number of Directors shall be ten (10), unless otherwise expanded or decreased in accordance with these Bylaws. The Board of Directors shall be composed of the President, Secretary, Treasurer, and directors in chair. The co-founders will always sit in meetings.

Section 3. Term of Office.​

The President, Secretary, Treasurer shall be in office until the co-founders make a decision on their positions. And the seven (7) Directors shall be in office until the co-founders make a decision on their positions.

 

Section 4. Nominations for Election of Directors.​

Must be 18 years of age or older to get selected for a position on the Board of Directors.

The Board of Directors will appoint a Nominating Committee made up of whatever number of board members at LUFC is needed. Qualified candidates must come from a selected group chosen. 

The Nominating Committee shall solicit and recommend candidates to be elected to the Board of Directors at the annual yearly general membership meeting.

The Nominating Committee shall report to the Board of Directors on all qualified nominations at the last general meeting before the yearly Annual Meeting in July of every year.

All approved candidate chosen for a Board position will be placed on the ballot. Selected Board of Directors will take place at the annual meeting held in July of calendar years. A simple majority of eligible “Board of Directors and one (1) co-founder” present at the annual meeting will determine the result of the election for positions on the Board of Directors.

Section 5. Removal. ​

Any Director may be removed at any time with or without cause by the co-founders at the annual meeting.

Section 6. Resignation. ​

Any Director may resign at any time by giving written notice to the President or the Secretary. Such resignation shall take effect at the time specified therein, or if no time is specified therein, at the time the President or the Secretary receives such resignation.

Section 7. Vacancy. ​

Any vacancy on the Board of Directors shall be filled by election at an annual meeting of Members or at a special meeting of Members called for that purpose. In the event a vacancy occurs on the Board of Directors prior to the annual meeting of Members, a new Director may be appointed by a majority vote by the Board of Directors, and the new Director shall serve until the next designated annual meeting.

Section 8. Presiding Board Member.​

The President shall preside at all meetings of the Board of Directors and perform such other duties as may be directed by the Board.

 

 

ARTICLE V Meetings of Directors

Section 1. Regular Meetings.​

Regular meetings of the Board of Directors shall be held on a monthly basis at a time and location designated by the President. All board meetings shall be open to any member at LUFC, space permitting. All regular meetings will be conducted in the following order of business:

Greeting

Call to order

Roll call

Approval of minutes 

Open issues

New business

Committee Reports

Treasurer’s Report

Communities Report

Ending comments

 

Section 2. Special Meetings. ​

Special meetings of the Board of Directors may be called by the President as the need arises.

Section 3. Quorum and Manner of Action.​

A majority of the number of Directors shall constitute a quorum for the transaction of any business at any meeting of the Board of Directors. Except as otherwise expressly provided in this Section, the act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 4. Presumption of Assent.​

A Director who is present at a meeting of the Board of Directors at which action on any LUFC matter is taken shall be presumed to have assented to the action taken unless his dissent or abstention is voiced or is otherwise recorded in the minutes of the meeting, or unless he shall file his written dissent or abstention to such action with the person acting as the Secretary of the meeting before the adjournment thereof.

Section 5. Proxies. 

Directors either may vote in person or by video chat. If voting through the video chat system, director should let the secretary know before video chat is set-up.

 

ARTICLE VI Directors

Section 1. Board of Directors. ​

The Board of Directors at LUFC shall be a President, Secretary, Treasurer, and directors. The co-founders shall also serve as Directors.

Section 2. Subordinate Officers and Agents. ​

The Board of Directors from time to time may appoint other officers or agents, each of whom shall hold office for such period, have such authority, and perform such duties as the Board of Directors from time to time may determine.

The Board of Directors may delegate to any officer or agent the power to appoint any subordinate officer or agent to prescribe his respective authority and duties.

 

Section 3. President. ​

The President shall be the Chief Executive Officer at LUFC, and, subject to the instructions of the Board of Directors, shall have general charge of the business affairs and property at LUFC, and control over its other officers, agents and employees. He shall preside at all meetings of the members and of the Board of Directors. The President shall do and perform such other duties as from time to time may be assigned to him by the Board of Directors.

Section 4. Secretary. ​

The Secretary shall keep the minutes of the meetings of members and of the Board of Directors. The person shall be custodian of the records, books, reports, statements, certificates, and other documents of LUFC and of the seal of the LUFC. In general, the person shall perform all duties and possess all authority incident to the office of Secretary, and perform such other duties and have such other authority as from time to time may be assigned to her by the Board of Directors.

Section 5. Treasurer. ​

The Treasurer shall have supervision over the funds, securities, receipts and disbursements at LUFC. The person shall keep full and accurate accounts of the finances of the Corporation in books provided for that purpose, and he/she shall cause a true statement of its assets and liabilities as of the close of each fiscal year, and charges in surplus for such fiscal year. The person shall in general perform all duties and have all authority incident to the office of Treasurer and shall perform such other duties and have such other authority as from time to time may be assigned or granted to him by the Board of Directors. The person may be required to give a bond for the faithful performance of his duties, in such form and amount as the Board of Directors may determine.

Section 6. Duties of Directors May be Delegated​

In case of the absence of any Director at LUFC or for any other reason that the Board may deem sufficient, the Board may delegate the powers of duties of such Director to any Director for the time being provided a majority of the entire Board of Directors concur therein.

Section 7. Committees.​

LUFC will have the following committees: Fundraising, Team Development, League, and Camp. The Board may appoint additional committees as deemed necessary. A LUFC board member will chair each committee. Chairpersons shall advise the Board on all matters pertaining to the programs under their jurisdiction. Appointment to committees will not be limited to LUFC Board of Directors. Each LUFC Board Member will serve on the committee. 

 

ARTICLE VII Contracts, Loans, Deposits, Checks, Etc.

Section 1. Contracts.​

Except as otherwise provided in these Bylaws, the Board of Directors may authorize any officer or officers, agent or agents to enter into any contract or to execute or deliver any instrument on behalf of LUFC, and such authority may be general or confirmed to specific instances.

Section 2. Loans.​

No loans shall be contracted on behalf of LUFC and no evidences of indebtedness shall be issued in its name, unless and except as authorized by the Board of Directors. Any Director of LUFC thereunto so authorized may affect loans or advances, for LUFC and for such loans and advances may make, execute and deliver promissory notes, bonds or other evidences of indebtedness of LUFC. Any such Director, when thereunto so authorized, may mortgage, pledge, hypothecate or transfer as security for the payment of any and all loans, advances, indebtedness and liabilities of LUFC, any real property and other securities and other personal property and do every act and thing necessary or proper to the connections therewith. Such authority may be general or confined to specific instances.

Section 3. Deposits.​

All funds of LUFC shall be deposited from time to time to the credit of LUFC in such banks or trust companies or with such bankers or other depositories as the Board of Directors may select, or as may be selected by any officer or officers, agent or agents, of LUFC to whom may have power from time to time be given by the Board of Directors.

Section 4. Authority to Spend Funds.​

Except as otherwise provided in these Bylaws, the Board of Directors may authorize any officer or officers, agent or agents to spend the funds of LUFC up to a designated dollar amount for the use and benefit of LUFC, and such authority may be general or confined to specific instances.

 

ARTICLE VIII General Provisions

Section 1. Corporate Seal.​

The Corporate Seal shall be in such form as shall be approved from time to time by the Board of Directors.

Section 2. Fiscal Year.​

The fiscal year of LUFC shall be the calendar year.

Section 3. Amendments.​

Except as otherwise herein provided, these Bylaws maynot be amended or repealed, and new Bylaws may be adopted by the affirmative of the co-founders at the regular meeting or special meeting. The co-founders may make, alter, amend and repeal the Bylaws any time during any annual meeting or at a special meeting called for such purpose and Bylaws adopted by the Officers may be altered or repealed.

 

Levi United Football Club GUIDELINES FOR COMMITTEES 

 

Fundraising Committee will be responsible for the following:

  • Planning, organizing and implementing LUFC fundraising efforts includes sponsorships, Grants, Capital Campaigns, Sponsors Club, Supporters Club, and other Fundraising events.

  • Membership on the committee will consist of one chairperson and no less than 4 committee members.

Team Development Committee will be responsible for the following:

  • Determine Executive Officers and Board of Directors Salaries.

  • Public Relations

  • Membership on the committee will consist of the President, Treasurer, and Secretary.

  • Determine Coaches’ Salaries.

Camp Committees will be responsible for the following:

  • Planning and execution of each camps sponsored by LUFC.

  • Membership on the committee will consist of one chairperson and no less than 4 committee members. 

 

 

 

BYLAWS of Levi United Football Club

Partnership

 

 

 

ARTICLE 1 – INTRODUCTION

 

1.1          Definitions.  

In this Agreement (as defined herein), unless there is something in the subject matter or context inconsistent therewith, the following terms shall have the respective meanings ascribed below:

(a)           “Accountants” means such firm of accountants as the Partners may from time to time determine to be the accountants of the Partnership (as defined herein);

(b)          “Agreement”, “this Agreement”, “hereto”, “herein”, “hereby”, “hereunder” and similar expressions refer to this Agreement and not to any particular Article, Section or other portion hereof, and include any and every instrument supplemental or ancillary to or in implement hereof;

(c)           “Business” means any business or businesses carried on by the Partnership as may be deemed by the Partners to be in the best interest of the Partnership and any other general business activities related or incidental thereto;

(d)          “Effective Date” means the date upon which something is considered to take effect, which may be a past, present or future date. This may be different from the date upon which the event occurs or is recorded;

(e)           “Fiscal Year” means a period that a company or government uses for accounting purposes and preparing financial statements. A fiscal year may not be the same as a calendar year;

(f)           “Partner” means any one of X or Y or any other partner admitted pursuant to the provisions of this Agreement, “Partners” means all of them, and the “Partnership” means the partnership established by this Agreement; and 

(g)          “Person” means any individual, firm, corporation, partnership, joint venture, trustee or trust, government or agency thereof, unincorporated association, or other entity and pronouns have a similarly extended meaning.

1.2          Number and Gender.​

Words importing the singular include the plural and vice versaand words importing gender include all genders.

1.3          Governing Legislation.​

Except as expressly stipulated in this Agreement to the contrary, the rights and obligations of the Partners and the administration and termination of the Partnership shall be governed by the laws of the State of North Carolina.

ARTICLE 2 – FORMATION OF PARTNERSHIP

2.1          Establishment.​

Subject to the terms and conditions hereof, the parties hereto agree to carry on the Business in partnership.

2.2          Term.​

Subject to the provisions of this Agreement, the Partnership shall commence as of the Effective Date and shall continue for a term ending on the earlier of:

(a)           the date on which the Partnership is voluntarily dissolved by unanimous agreement of the Partners; or

(b)          the date on which the Partnership is dissolved by operation of law.

2.3          Name.​

The name of the Partnership shall be “name” and/or such other name or names as the Partners may from time to time agree upon in writing and no party shall carry on business under such name except as a Partner of the Partnership.

2.4          Place of Business.​

The place of business of the Partnership shall be at such place or places as the Partners shall from time to time hereafter determine.

2.5          New Partners.​

No person shall be admitted as a Partner except with the unanimous consent in writing of the Partners.

ARTICLE 3 – FINANCIAL MATTERS

3.1          Capital Contributions and Financing Requirements.​

The initial capital of the Partnership shall be:

(a)           For X, the amount of cash given, being the capital contribution made by X to the Partnership on Capital Account; and 

(b)          For Y, the amount of cash given,being the capital contribution made by Y to the Partnership on Capital Account.

The initial capital so contributed by each of the Partners is credited to the capital account (“Capital Account”) of each Partner.  The following provisions of this Section 3.1 shall apply in respect of the capital contributions of the Partners:

(c)           the capital funds of the Partnership shall belong to the Partners in the proportion contributed by each Partner;

(d)          any further contribution of capital required by the Partnership may be contributed to the Partnership by any one or both of the Partners without limitation as to the amount of such further capital contribution and any such additional capital contribution shall be treated in the same manner as the initial capital contributions above set out; and

(e)           no Partner shall be entitled to interest on the amount of its capital contribution to the Partnership.

3.2          Profits and Losses.​

In each Fiscal Year all items of income and gain, and expense and loss of the Partnership shall be determined by the Accountants of the Partnership at the end of each Fiscal Year.

3.3          Net Profits and Losses.​

Until otherwise unanimously agreed by the Partners, and subject to the provisions of this Agreement, the net profits, if any, of the Partnership as determined at the end of each such Fiscal Year shall be allocated among the Partners in proportion to the respective Capital Account of each of the Partners as calculated at the end of each such Fiscal Year. All expenses incurred in the course of the Business and all losses, if any, arising therefrom shall be borne out of the earnings of the Business, or in the case of a deficiency, the losses shall be allocated amongst the Partners pro ratato their respective individual Capital Accounts at the end of each such Fiscal Year.

3.4          Drawings.​

Each of the Partners may draw out of the Partnership, from time to time, on account of its share of the net profits for the current year, a sum not exceeding their respective Capital Accounts. Any sums drawn out by any Partner in excess of its share of the net profits for any such year shall be repaid in full to the Partnership unless otherwise unanimously agreed by the Partners.

3.5          Financial Statements.​

Proper accounts shall be kept of all transactions of the Business and at the end of each Fiscal Year or as soon thereafter as possible, a statement shall be prepared showing the income and expenses of the Business for the past year and what belongs and is due to each of the Partners as its share of the profits.

3.6          Borrowing or Encumbrance of Partnership Interest.​

Neither Partner shall, without the previous consent in writing of the other, sign or encumber its share or interest in the Partnership, borrow money on behalf of the Business or, hire any employee or subcontractor.

3.7          Payment of Obligations.​

Each of the Partners shall punctually pay and discharge its separate debts, liabilities, obligations, duties and agreements whether at present or future and keep indemnified the Partnership property and the other Partner from all actions, proceedings, costs, claims and demands of every nature.

3.8          Indemnification.​

If at any time either of the Partners is required to pay or become liable for more than its proportion of the Partnership debts as provided for in this Agreement, that Partner shall have as against the other Partner a right of recovery of the appropriate proportion of the payment or indemnification against such liability, and the Partner shall have, on becoming liable for such debt, the first lien or charge on the capital and all other interest or interests of the offending Partner in the Partnership business.

ARTICLE 4 – MANAGEMENT

4.1          Management.

Final authority, management and control of the business and affairs of the Partnership shall be vested in the Partners.

4.2          Action of the Partners.​

The powers of the Partners may be exercised by resolution passed at a meeting of the Partners or by resolution consented to by the signatures of the Partners.

4.3          Delegation of Authority.​

The Partners may at any time and from time to time by resolution passed at a meeting of the Partners delegate any power or authority relating to the management of the business and affairs of the Partnership to any Partner and the exercise of any such authority or authority by such Partner shall be valid and binding upon all Partners until such power or authority has been rescinded by resolution.

4.4          Place of Meeting.​

Meetings of the Partners shall be held at the principal office of the Partnership, or, at such other place as the Partners may, by unanimous agreement, determine.

4.5          Calling of Meetings.​

Meetings of the Partners shall be held from time to time at such time and on such day without notice as any Partner may determine.

4.6          Power of Attorney.​

Each Partner grants to the other Partner for such time as he remains a Partner to this Agreement, an irrevocable power of attorney for the purposes of filing any notices or registrations as may be required by law in connection with the existence or carrying on of the business of the Partnership.

4.7          Fiscal Year.​

Until changed with the unanimous approval of the Partners, the Fiscal Year shall be the fiscal year of the Partnership.

4.8          Banking Arrangements.​

The Partners agree that the Partnership shall enter into banking arrangements with any bank or banks or other financial institutions as the Partners shall agree on. All cheques, drafts and other instruments and documents on behalf of the Partnership may be signed by both of the Partners, unless otherwise agreed between the parties. All Partnership money shall, when received from time to time, be paid and deposited with the bankers of the Partnership to the credit of the Partnership account.

4.9          Books and Records.​

Complete and accurate books of account shall be kept at the principal place of business of the Partnership and shall show the condition of the business and finances of the Partnership, and each Partner shall have access to, and may inspect and copy, any part thereof.

4.10       Partnership Property.​

Unless otherwise unanimously agreed by the Partners or unless registered in the name of a trustee, all Partnership property shall be registered in the name of the Partnership in proportion to the Capital Account of each Partner.

4.11       Voting​

All voting members will include directors.

 

ARTICLE 5 – DETERMINATION OF PARTNERSHIP

5.1          General.​

Except as expressly permitted in this Article 5, or as otherwise unanimously agreed to in writing by the Partners, no Partner may sell, assign, convey, transfer, mortgage, charge or otherwise encumber all or any part of its share or interest in the Partnership.

5.2          Dissolution.​

The Partnership shall be dissolved at any time by unanimous resolution of the Partners passed at a meeting of the Partners called for that purpose. The Partnership may also be terminated by unanimous agreement in writing signed by all of the Partners.

5.3          Determination.​

In the event of the dissolution of the Partnership, the Partnership shall terminate and a proper accounting shall be made of the capital and income accounts of each Partner and the profit or losses of the Partnership to the date of dissolution by the Accountants. The assets of the Partnership shall be liquidated and the proceeds of such liquidation shall then be distributed as follows, unless the Partners otherwise unanimously agree:

(a)           firstly, to repay all costs, debts, expenses, liabilities and obligations of the Partnership;

(b)          secondly, to pay to each Partner its share of the capital; and

(c)           thirdly, to divide the surplus, if any, between the Partners in the proportions in which they are entitled to share in profits.

In the event that such liquidation proceeds shall not be sufficient to satisfy the liabilities of the Partnership, each of the Partners shall contribute its pro ratashare, as determined in accordance with their individual Capital Accounts of the Partnership, of such further funds as shall be necessary to satisfy in full, the liabilities of the Partnership.

5.4          Agreements with Transferees.​

In the event that any Partner (in this Section 5.4 called the “Transferor”), pursuant to the terms and conditions hereof, purports to transfer all, but not less than all, of its interest or share in the Partnership to any Person (such Person in this Section 5.4 called the “Transferee”), then no such transfer shall be made or shall be effective until the Transferee enters into an agreement with the other Partner hereto whereby the Transferee agrees to assume and be bound by all of the obligations of the Transferor and to be subject to all of the terms and conditions of this Agreement.

5.5          Restraining Order.​

In the event that any Partner shall at any time purport to transfer, charge or mortgage its interest or share or any part thereof in the Partnership in violation of the provisions of this Agreement, then the other Partner shall, in addition to any rights and remedies which may be available to such Partner, at law or in equity, be entitled to a decree or order restraining or enjoining such transfer, charge or mortgage.

ARTICLE 6 – GENERAL

6.1          Headings.​

The headings of any Article, Section or part thereof are inserted for purposes of convenience only and shall not form part hereof and shall not be considered in the interpretation hereof.

6.2          Notices.​

Any notice, demand, request, consent, agreement or approval which may or is required to be given pursuant to this Agreement shall be in writing and shall be sufficiently given or made if served personally upon the party or a representative or officer of the party for whom it is intended, or mailed by certified or registered mail, postage prepaid, or telexed, telegraphed, or telecopied, addressed at such address to such officers as a party may from time to time advise to the other parties by notice in writing. The date of receipt of any such notice, demand, request, consent, agreement or approval if served personally shall be deemed to be the date of delivery thereof, or if mailed as aforesaid, the second business day following the date of mailing, or if delivered via telex, telegraph, or telecopier, the business day following transmission.

6.3          Governing Law.​

This Agreement shall be interpreted under and governed by the laws of the State of North Carolina, without giving effect to its choice of law rules. The Client hereby agrees to submit to the personal jurisdiction and venue of the state and federal courts having jurisdiction over Greenville, North Carolina for a resolution of all disputes arising in connection with the interpretation, construction and enforcement of this Agreement and hereby waives the claim or defense that such courts constitute an inconvenient forum.

6.4          Severability.​

The invalidity or unenforceability of any particular provision of this Agreement shall not affect any other provision hereof, but this Agreement shall be construed and enforced as if such invalid or unenforceable provision was omitted.

6.5          Effective Date.​

Notwithstanding the actual date of execution hereof, this Agreement shall be effective as of and from the Effective Date.

6.6          Entire Agreement.​

This Agreement embodies the entire and final agreement of the Partners with regard to the Partnership and no representations, warranties, agreements, understandings, verbal or otherwise, exist between the Partners except as herein expressly set out.

6.7          Amendments.​

No amendment, alteration, change, qualification or modification of this Agreement shall be valid unless it is in writing and signed by each Partner hereto and any such amendment, alteration, change, qualification or modification shall be adhered to and have the same effect as if they had been originally embodied in and formed a part of this Agreement.

6.8          Time.​

Time is of the essence of this Agreement and of every part hereof.

6.9          Further Assurances.​

The Partners hereto, and each of them, covenant and agree that each of them shall and will, upon reasonable request of the other Partners, make, do, execute or cause to be made, done or executed all such further and other lawful acts, deeds, things, devices and assurances whatsoever for the better or more perfect and absolute performance of the terms and conditions of this Agreement.

6.10       Enurement.​

This Agreement and the provisions hereof shall enure to the benefit of and shall be binding upon the parties hereto and their respective successors and permitted assigns.

6.11       Counterparts.​

This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.