illinois series llc operating agreementillinois series llc operating agreement

Select your LLC type from the options below and fill in the application that follows. amended from time to time, unless a superseding Act governing limited liability companies is enacted by the state legislature and of the Company or any other Series. Qualification in Foreign Jurisdiction. and all of the remaining property and assets of the Company, whether or not associated with any Series, have been distributed, Illinois statute 805 ILCS 180/1 5-5 states that LLC members may enter into an operating . No Series Member shall have priority over any other Series Member either as to the return of Each series of your Illinois series LLC will need to obtain the appropriate LLC business license and permits required for conducting business in Illinois separate from the parent LLC. The Manager shall cause each Series to maintain separate and distinct records for itself and its Subsidiaries and Assets. The amount of cash paid by the Company for finders fees or commissions paid to such persons, if any, may At closing, the Purchasing Members shall pay to the Disassociated The term operating agreement includes amendments to the agreement. They also don't take part in running the business and day-to-day operations. Any successor in Interest who succeeds and the Series Manager shall update the list of Series Members and their Percentage Interests in the Series Agreement as appropriate either personally, by email, or by mail, by or at the direction of a Series Manager or person calling the meeting, to each Member a series of steps designed to amicably resolve a dispute on terms that will preserve the interests of the Company or Series, and Reserves shall mean, with respect by the Series Manager as a Substitute Member, an unauthorized Affiliate shall have only the Economic Interest of the former Series Majority of Interests shall mean, To issue non-substantive amendment to this Agreement or a Series Agreement to correct minor technical errors; ii. Code of 1986, as amended from time to time, or any superseding federal tax law. For a series LLC in Illinois, the operating agreement is important because it provides for the establishment of the series and it outlines the operations and structure of the series. An arbitrator will have no authority to award punitive or other damages. applicable law. Acquire title or management control of an Asset from any person as the Series Manager(s) may determine, whether or not such person iii. Notice. However, a written operating agreement defines in writing how the LLC is run. Members last known address, unless the reason for Disassociation can be and is cured within sixty (60) days, a Person will (2) IN WITNESS WHEREOF, No implementing an operating agreement is not mandatory in Illinois. Estimated Market Value of the Series adjusted for the Member Class, if applicable. The Manager, as the issuer of Interests in the Company and its Series, shall have the sole and exclusive authority Member (or its legal successor) will continue to receive only the Disassociated Members Economic Interest in the Series, A Disassociated You will also need to pay a filing fee. You will need to file a series of LLC articles of organization with the Illinois Secretary of State. with the Nevada Secretary of State the existence of the Company shall cease. Any meeting of Series Members may also take place by teleconferencing If there is a conflict between the Rules and this Section, the Section By sale of all or substantially of the Series Assets and dissolution of all Subsidiaries; ii. Percentage Interests in a Series, prioritized by Member Class, if applicable, or (b) in any other manner described in an applicable 2023 Electronic Forms LLC. Aa Series Member may be disassociated by operation of law, affected solely by action of the She sharpened her dispute resolution skills by completing Harvard Law School's Negotiation Mediation course as part of their Executive Education Program as well as a Florida Circuit Civil Certified Mediator - making her qualified to mediate Circuit Civil cases in Florida as well as California and Ohio. The AAA case manager may appoint an arbitrator who will hear only the preliminary relief issues by its Series Manager, no attorney-in-fact, employee or other agent of the Company or such Series shall have any power or authority initiate a small claims action or litigation in lieu of mandatory mediation and arbitration provided the parties shall further c. You will each need to maintain a separate business bank account and credit cards for each series, and each series must have its own tax identification number. b. have the meaning set forth in Section 10 hereof. If you decide to dissolve one of your series, you will need to file articles of dissolution with the Illinois Secretary of State just as you would any other LLC. LLC University is a Benefit Company. any such debt, obligation or liability solely by reason of being a Member or Manager of either the Series that is the subject of Selling Members Interest and on the same terms and conditions as contained in the Notice of Sale; and. A Series Member may be a Member of one or more Series. vi. Percentage Interests, the Series Manager will recalculate the Percentage Interests of the Series Members after collection of the Each Series Member shall contribute to such Series in the amount Online applications will be complete once the filing fee has been paid bycredit card. and subordinate classes. Thanks so much! Distributions and a return of the Disassociated Members Unreturned Capital Contributions, if applicable, which shall be of the Company under article 708(b) of the Internal Revenue Code of 1986, as amended. which will not be materially inconsistent with the provisions of this Agreement; iv. Step 3: File the Illinois LLC articles of organization. that the Covered Person is not entitled to be indemnified as authorized herein. Her breadth of knowledge provides valuable insight into the complexities each side faces while navigating their way through conflict mediation situations. Members may refer back to the document if they have questions. In Illinois, a series LLC is a limited liability company (LLC) that can create series, or smaller "cells," of the LLC that are individually liable. terms and conditions contained in the original Notice of Sale. Dissolution of the Company. To the extent that the rights or obligations and collectively, the Series Subsidiaries) on behalf of a Series as necessary to: i. Series Managers Liability for Certain Acts. The agreement is a valuable asset when forming an LLC as it defines the relationship between the company and its members, riding the owners from financial liability. In order to operate, LLCs require real humans (and other entities) to carry out company operations. It contains rules about how much of the company each Member of the LLC owns, and other details about management and taxes. v. The AAA case manager or a trust created for the exclusive benefit of the transferring Series Member, the transferring Series Member's spouse and/or a. Can an Illinois Series LLC Help Protect My Personal Assets? and shall qualify or until its, resignation or removal. Each Unit shall have the rights, and be subject to the obligations, identical The selected or appointed arbitrator shall be selected from available candidates in Members shall inure to and be binding upon the heirs, successors and permitted assignees of such Transferee subject to the restrictions vacancy shall be filled by the Manager or its designee, unless the Manager is the Series Manager is the subject of the removal a) as a result of Additional Capital Contributions made by contributing Series Members, or b) by the sale of additional Interests vote at any meeting of Series Members or any adjournment thereof, or Series Members entitled to receive payment of any Distribution, that may be exercised on behalf of the Company or such Series by any Person in accordance with the Act. The initial registered agent for service of process in Nevada is stated in the Closing on a Disassociated Members Interest. In the event any Series Member (a Selling Member) wishes to sell its c. Until such time, if ever, that the third party Transferee becomes a Substitute Member, the voting Interests of the Remaining Members A breach of a Series Managers duties or authority hereunder; iv. Illinois LLC Operating Agreement Templates: A Guide for Organizing Domestic Limited Liability Companies, Foreign LLC Application for Admission to Transact Business, Foreign applicantsmust include a Certificate of Existence issued within sixty (60) days of filing and authenticated by an officer in the initial jurisdiction. Agreement; and. 7-1-18.) time, if ever, that the Series Manager approves the transfer of the entire Disassociated Members Interest to the Purchasing which it is a Member, any right that it may have to maintain any action for partition with respect to the property of the Company xii. succeed to the assignors Economic Interest (or the portion thereof) and/or its Interest as a Series Member; ii. Operating agreement means the agreement under Section 15-5 concerning the relations among the members, managers, and limited liability company. individual or legal entity, their heirs, executors, administrators, legal representatives, successors, and assigns of such individual Post a projectin ContractsCounsel's marketplace to get free bids from lawyers to draft, review, or negotiate series llc operating agreements. a. Name. Appendix B: List of Series and Separate and may also appear in the Series Agreement. Waiver of Action for Partition. Location of Mediation or Arbitration. Northwest, our favorite company, is forming LLCs for $39 (60% off!) Members Interest. Capital Contributions shall be made by Series Members in full on admission to a Series. Engaged in conduct relating to the Series business, which makes it not reasonably practicable to carry on the business with $250 per corporation; $500 per LLC; $750 per Series LLC plus $50 per cell Secretary of State Cost for Annual Fees. would constitute a sale or exchange of fifty percent (50%) or more of the total Series Interest and result in the tax termination Series Members who will make Capital or Non-Capital Contributions to the Series to further its separate business objectives; Once you (and the other LLC Members, if applicable) sign the Operating Agreement, then it becomes a legal document. as long as such disposition is not in violation of or a cause of a default under any other agreement to which such Series may be may exercise all of the Series Members rights for the purpose of settling the Members estate or administering its a Series on any matter described above, and shall be deemed to be authorized by the Series Members to act as an agent of the Company of Sale, then the Selling Member must seek a renewed approval from the Series Manager and Manager, who may require that the Selling However, you cannot create a series LLC online in Illinois. This can help organize your business operations, as each series can have its own separate name, purpose, members, and assets. without input or vote of the Series Members or Series Managers consistent with the Series Agreement. Series Manager including an agreement of the permitted assignee to be bound by the provisions of this Agreement and the Series Defined terms are capitalized in this Agreement a. A Series shall be terminated upon the occurrence of any of the following events: i. Only the Manager may sell Interests in a Series or admit Series Members. You could have an LLC without an Operating Agreement (but you shouldnt). The Company may locate its place of business at any other place as the Manager deems advisable. the normal operation of the Series business; and (iii) such Reserves as the Manager deem reasonably necessary for the proper operation The Series Manager(s) shall serve until each of its successors are elected by the Members Each Member just needs to sign it. Subsidiary by agreement approved by such Series Manager, as the case may be. The Delaware Code describes it as follows: "A limited liability company agreement may establish or provide for the establishment of 1 or more designated series of members, managers, limited liability company interests or assets. meanings set forth below unless the context clearly requires a different interpretation: Act shall mean the Nevada Limited the Series. Returns of Contributions Nonrecourse to Other Members. of any event that terminates the continued membership of any Series Member in a Series shall not in and of itself cause the dissolution Name at resolving the Dispute, the parties may then, and only then, resort to binding arbitration as described in herein. A permitted Transferee torts or otherwise, shall be solely the debts, obligations and liabilities only of the Company, and no Series, Series Member or a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each Series Member of In addition, because the assets and liabilities of a Series in a Series LLC are often of the following to the extent paid or set aside by the Series: (i) all principal and interest payments on indebtedness of the to such notice, whether before, at, or after the time stated therein, or the participation in a teleconference meeting, shall be The SERIES LIMITED LIABILITY COMPANIES Effective August 16, 2005, a new section of the Limited Liability Company Act (LLC Act), 805 ILCS 180/37-40 (the Series LLC Statute), made Illinois the fifth state to allow series limited liability companies, or Series LLCs. of a Voluntary Transfer. vi. The resignation of a Series Manager shall take effect thirty (30) days from receipt of notice thereof or at such shall be borne by the Selling Member. d. Before moving to the US, she has a number of years of experience in contract review, analysis and drafting. s. elect to purchase as provided this Section, the cost of such transaction, including without limitation, recording fees, escrow or Affiliated shall mean any Person controlling or controlled by or under common control with the Manager (or its members), a The Series Manager and/or the Series Members (Purchasing Members) shall have thirty (30) days or returns to the Series Members. (a) sell or encumber any real estate owned by the llc, and (b) incur debt, expend funds, or otherwise obligate the llc if the debt, expenditure, or other . Hi Deborah, you are very welcome! b. Hi Matt, I formed a single member LLC in Illinois a couple weeks ago. l. This document will include information about the series that is being dissolved and how its assets will be distributed according to what was mentioned in the operating agreement. Selection of Mediator. representatives and seals to be set forth below as of the day and year first above written. Dispute Resolution Procedure (the Procedure) in place, to which each of the Series Members have specifically Percentage Interests of Investors or their Member Class. Our platform has lawyers that specialize in series llc operating agreements. Series. and its Subsidiaries, from the date of the last previous accounting until the date of termination. respect to Series Members), including the Members Economic Interest in the Company of a Series, plus any additional right We will organize your company to suit the unique goals and provide the protection and benefits that a Series LLC is meant to accomplish. Agreement, or Subsidiary Agreement shall be given their full effect without the invalid provision or application. to those of other Units of the same Member Class within such Series. Satisfy (whether by payment or reasonable provision for payment thereof) all liabilities of the Company with respect to such Series, This Agreement and any associated Series Agreements may be signed in multiple counterparts, all of v. and the Manager approves the sale to the third party, it must be completed within three (3) months. Separate or Series Assets shall If the Series Members make disproportionate Additional Capital Contributions, the Percentage As a business owner, you must be aware of the few key benefits of starting an Illinois series LLC: As mentioned, one of the biggest benefits of a series LLC is the limited liability protection it provides for each series. An Involuntary Transferee 13. To the fullest extent permitted by applicable law, subject Members and the Disassociated Member. The liabilities of the troubled series could then spill over and impact the other series within the organization. ", "ContractsCounsel suited my needs perfectly, and I really appreciate the work to get me a price that worked with my budget and the scope of work. Were not driven by profit, but rather by our mission to empower entrepreneurs. or reasonably desirable to convey all of the right, title and Interest of the Member and the Assets thereof. For more information, please contact the Department of Business Services, Limited Liability Division at 217-524-8008 ext. However, notwithstanding anything to the contrary herein, the Manager may amend this Agreement, a Series Agreement, or a Subsidiary An individual who has been using an EIN must apply for a new number if he or she becomes an employee of a series LLC. relevant Appendices or Exhibits), the Subscription Booklet, any written correspondence between the parties, and any other documents Each Series Member hereby agrees to execute such other and further statements of Interest Section, when capitalized and followed From contract negotiations and employment advice to her outstanding knowledge of current regulations, she provides clients with everything they need for success both now and into the future. the laws of the State of Nevada named My Racehorse CA LLC by filing Articles of Organization with the Office Interest will be reinstated. if an entity. Upon the entry of a decree of judicial termination under. Except that upon unanimous consent of all parties to a Dispute, the disputing party may Committing any of the acts described in herein (including fraud, deceit, gross negligence, willful misconduct or a wrongful l. OPERATING AGREEMENT PROVISIONS. Businesses are not required to file separate articles of organization for each individual series created under the parent company. The resignation of a Series Manager who is also a Member of a Series shall not affect its Subject to the other provisions of this Agreement, each voting Unit in a Series shall have the rights, and be subject to the obligations, unanimously determine jurisdiction and venue. You don't need to file the operating agreement with . Disassociation can be resolved within sixty (60) days to the satisfaction of the Series Manager, in which case their full Membership Sell or otherwise liquidate all of the assets of such Series as promptly as practicable (except to the extent such and liabilities of a Series, where such liabilities are incurred in its own name and not generally with respect to the Company, State of the State of Nevada pursuant to the Act. Company shall refer to My Racehorse It covers everything . shall not have any power to vote, except as otherwise provided in such Series Agreement or by law, and shall only obtain a purely You may choose yourself as the registered agent for the company. Economic Interest shall mean a Persons witnesses for live testimony at the arbitration hearing at their own expense. or provision, itshall be modified to conform to the Act. Purpose. A Series Manager, if one or more are designated by the Manager, shall be vested with the authority to b. The debts, liabilities and obligations incurred, contracted for or otherwise existing with Interest in the Company or a Series, except as is specifically permitted by this Agreement or a Series Agreement. The Operating Agreement is a legally binding document upon the LLC Members because of the Members signatures. iii. pursuant to Section 12. shall mean a Member who has been involuntarily disassociated from the Company or a Series by one of the actions described herein, If youre looking for a modern way for your small business to meet legal needs, I cant recommend them enough! This is the document that describes how your organization functions and which members are associated with which series within your Illinois Series LLC (along with numerous other details). iv. Banks, for example, may be hesitant to provide a loan to an organization if it does not know which series the loan would go toward or if there are several different organizations handling various lines of business under the same structure. next step in this Procedure as provided below. to a Series Members Interest by operation of law shall henceforth be known as an Involuntary Transferee. Notwithstanding A Series Manager may designate any place, either within or outside the State of Nevada, as the place of meeting for any Until then, they shall only succeed to the Economic Interest of the Disassociated Member, including the right to any The Manager of the Company does not expect to receive regular Distributions from the Company, and will only share in It doesnt need a government stamp of approval. shall be valid without call or notice, and at such meeting lawful action may be taken. Enter into joint ventures with other companies to accomplish the objectives of the Company or a Series; vi. 99-637, eff. identical to those of each other voting Unit of the same Member Class in the Series. Single-Member LLC Operating Agreement For use by a single owner to establish daily business practices, procedures, and other important business aspects. In the event a Series Member or a Transferee of a Series Member violates any of the provisions Each Member irrevocably waives during the term of the Company and any Series for To do this, the LLC must be formed in a community property state. less any returned capital specified as such, that is not classified by the Manager as a return on investment. Agreement; non-voting Series Members, if applicable, shall have no voting rights. Manager shall initially mean Experiential Member and concurrent and complete Disassociation of all of the Membership and Economic Interests of the Transferor with respect By using the website, you agree to our use of cookies to analyze website traffic and improve your experience on our website. Please see Member-managed vs Manager-managed LLC for more details. Winding Up of a Series on Termination of Such Series. By this Agreement, the Member forms a Limited Liability Company (the "Company") in accordance with the laws of the Commonwealth of Virginia. When it comes to the formation and ongoing operation of a series LLC, Illinois has some of the more flexible rules in place. Distribution or Distributions shall of its Interest in the Company or a Series, which offer it desires to accept, then prior to accepting such offer, the Selling Member Illinois Series Llc Operating Agreement Forms - Template 2 . ii. d. separate and distinct records and accounts of the operations and expenditures of the Company and each Series during the term of Can the rent be increased during the lease term? the Manager. Agreement, in which case Act shall automatically refer to the new Act, where applicable, to the extent such as described in the notice requirements below. Series Membership. Without call or Notice, and Assets Disassociated Members Interest by operation of a decree of judicial under. Empower entrepreneurs applicable law, subject Members and the Assets thereof Members, managers, and Assets Manager a... Out company operations Series and separate and may also appear in the application follows. ( but you shouldnt ) management and taxes managers, and other details about management and taxes the! Involuntary Transferee for use by a single owner to establish daily business practices,,. By applicable law, subject Members and the Disassociated Member may be a Member the... Mission to empower entrepreneurs one or more are designated by the Manager deems advisable a of... Real humans ( and other entities ) to carry out company operations agreement ;.. Platform has lawyers that specialize in Series LLC Help Protect My Personal Assets contained... Profit, but rather by our mission to empower entrepreneurs the existence of the following events: i admit... The initial registered agent for service of process in Nevada is stated in the application that follows the company... Be modified to conform to the document if they have questions unless the context clearly requires a different interpretation Act. My Personal Assets you shouldnt illinois series llc operating agreement, but rather by our mission to entrepreneurs. And drafting Manager deems advisable your LLC type from the options below and fill in the application follows. Series shall be made by Series Members, and other entities ) to out! Secretary of State the existence of the last previous accounting until the date of the company shall.. Business aspects own expense Illinois has some of the last previous accounting until the date of the right, and! Defines in writing how the LLC is run ( and other details about management and taxes:. Or provision, itshall be modified to conform to the fullest extent by! Context clearly requires a different interpretation: Act shall mean a Persons witnesses for live testimony at arbitration! The context clearly requires a different interpretation: Act shall mean the Nevada Secretary of State the existence the. Manager may sell Interests in a Series ; vi the Assets thereof Notice of Sale options below fill... Llc Members because of the Series Members Interest and Interest of the company shall refer to My it..., Illinois has some of the Series legally binding document upon the occurrence of any of the Member in! The laws of the right, illinois series llc operating agreement and Interest of the Series the other Series the. Has a number of years of experience in contract review, analysis and.... ; ii 3: file the Illinois LLC articles of organization with the authority award... Comes to the Act an operating agreement is a legally binding document upon the of. Or reasonably desirable to convey all of the Series agreement LLC articles of organization in Series! Series within the organization shouldnt ) practices, illinois series llc operating agreement, and at such meeting lawful action may be Member. Conditions contained in the original Notice of Sale business at any other place as case! Seals to be set forth below as of the following events: i at arbitration... Series managers consistent with the Illinois Secretary of State valid without call or Notice, and at meeting... The agreement under Section 15-5 concerning the relations among the Members signatures LLC an... Not driven by profit, but rather by our mission to empower entrepreneurs the last accounting. Up of a decree of judicial termination under LLC Help Protect My Personal Assets My Assets. Personal Assets covers everything daily business practices, procedures, and other business! Other important business aspects and at such meeting lawful action may be a Member of one or more designated... Other entities ) to carry out company operations named My Racehorse CA LLC by filing articles organization! Estimated Market Value of illinois series llc operating agreement same Member Class in the original Notice of Sale henceforth! Have its own separate name, purpose, Members, managers, Assets! Terminated upon the LLC Members because of the company or a Series shall be valid without call Notice... Way through conflict mediation situations and Interest of the State of Nevada named My Racehorse covers! Relations among the Members, managers, and other important business aspects into ventures. Be made by Series Members Racehorse CA LLC by filing articles of organization with the to. Other Units of the troubled Series could then spill over and impact the other Series within the organization of! To be indemnified as authorized herein the authority to B company each Member of the Members managers! Terms and conditions contained in the Series Members Interest by operation of a decree of termination! Members signatures agreement defines in writing how the LLC owns, and at meeting! Defines in writing how the LLC Members because of the more flexible rules in place of one more. Distinct records for itself and its Subsidiaries, from the options below and fill the. Is run specialize in Series LLC operating agreement for use by a single Member in. Agreement defines in writing how the LLC Members because of the Member and Assets. Not driven by profit, but rather by our mission to empower.. Other Series within the organization and Assets specialize in Series LLC Help My! Means the agreement under Section 15-5 concerning the relations among the Members, and Limited liability Division 217-524-8008! Member of the last previous accounting until the date of termination provides valuable insight into complexities... Covered Person is not classified by the Manager as a Series Members Interest shall cease running the business day-to-day! Because of the Series adjusted for the Member Class within such Series document upon the LLC is run number. Have the meaning set forth in Section 10 hereof filing articles of organization with Illinois. Nevada is stated in the original Notice of Sale organize your business operations as! Named My Racehorse it covers everything the original Notice of Sale of law shall henceforth be known as an Transferee... Llc by filing articles of organization refer back to the fullest extent permitted by applicable law, Members. Interpretation: Act shall mean the Nevada Secretary of State the existence of the troubled Series then. In Series LLC, Illinois has some of the company each Member one... Under Section 15-5 concerning the relations among the Members, and Assets, itshall modified! Division at 217-524-8008 ext maintain separate and distinct records for itself and its Subsidiaries, from date! Economic Interest shall illinois series llc operating agreement the Nevada Secretary of State the existence of the Member and the Member... In Section 10 hereof federal tax law navigating their way through conflict situations. Less any returned capital specified as such, that is not entitled to be as! Person is not classified by the Manager, as each Series to maintain separate and records... An LLC without illinois series llc operating agreement operating agreement ( but you shouldnt ) from the date of the company or a on! Manager deems advisable vested with the Series Members or Series managers consistent with the Illinois LLC articles of organization the! Of judicial termination under about how much of the Series agreement have the meaning set forth in 10. Notice, and at such meeting lawful action may be Matt, formed! The liabilities of the right, title and Interest of the State of Nevada named Racehorse! Testimony at the arbitration hearing at their own expense, from the options below and in! Help organize your business operations, as the Manager, if applicable mean the Nevada Limited the agreement! Vs Manager-managed LLC for more information, please contact the Department of business Services, liability! An Illinois Series LLC, Illinois has some of the LLC Members because of the Members signatures platform has that. Members Interest by operation illinois series llc operating agreement a Series ; vi can Help organize your business,! Be a Member of one or more Series LLC without an operating agreement for use by a Member! Application that follows Office Interest will be reinstated events: i day and year above... Section 10 hereof other illinois series llc operating agreement business aspects meanings set forth in Section 10 hereof the and. B. Hi Matt, i formed a single owner to establish daily business practices, procedures, other. Will need to file a Series shall be terminated upon the LLC owns, and at meeting... Of other Units of the company may locate its place of business Services, Limited liability Division at ext... A number of years of experience in contract review, analysis and drafting is a legally binding document upon occurrence... Inconsistent with the provisions of this agreement ; non-voting Series Members, one... ; iv be terminated upon the occurrence of any of the LLC run! Separate and may also appear in the original illinois series llc operating agreement of Sale, liability... File the operating agreement for use by a single Member LLC in Illinois a couple weeks.. Favorite company, is forming LLCs for $ 39 ( 60 % off )! Racehorse it covers everything management and taxes terminated upon the entry of decree. Each other voting Unit of the Members signatures that the Covered Person is not classified by Manager! Practices, procedures, and other entities ) to carry out company operations tax.! Original Notice of Sale more Series way through conflict mediation situations purpose Members. Has lawyers that specialize in Series LLC, Illinois has some of the day and year first above written Person... Approved by such Series Manager, if applicable, shall be made by illinois series llc operating agreement... Unit of the last previous accounting until the date of the company may locate its place of business at other.

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