Common use of Covenants, Representations and Warranties of the Members Clause in Contracts

Covenants, Representations and Warranties of the Members. Each Member represents and warrants to the other Members as follows: 12.1.1 It is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation with all requisite power and authority to enter into this Agreement. 12.1.2 This Agreement constitutes the legal, valid and binding obligation of the Member enforceable in accordance with its terms, subject to the application of principles of equity and laws governing insolvency and creditors' rights generally. 12.1.3 No consents or approvals are required from any governmental authority or other Person for the Member to enter into this Agreement. All limited liability company, corporate or partnership action on the part of the Member necessary for the authorization, execution and delivery of this Agreement, and the consummation of the transactions contemplated under this Agreement, have been duly taken. 12.1.4 The execution and delivery of this Agreement by the Member, and the consummation of the transactions contemplated under this Agreement, do not conflict with or contravene the provision of the Member's organizational documents or any agreement or instrument by which it or its properties are bound or any law, rule, regulations, order or decree to which it or its properties are subject. 12.1.5 No Member has retained any broker, finder or other commission or fee agent, and no such person has acted on its behalf in connection with the execution and delivery of this Agreement. 12.1.6 Each Member is acquiring its interest in the Company for investment, solely for its own account, with the intention of holding such interest for investment and not with a view to, or for resale in connection with, any distribution or public offering or resale of any portion of such interest within the meaning of the Securities Act of 1933 (the "SECURITIES ACT") or any other applicable federal or state securities law, rule or regulation ("SECURITIES LAWS"). 12.1.7 Each Member acknowledges that it is aware that its interest in the Company has not been registered under the Securities Act or under any other Securities Law in reliance upon exemption contained therein. Each Member understands and acknowledges that its representations and warranties contained herein are being relied upon by the Company, the other Members and the constituent owners of such other Members as the basis for exemption of the issuance of interest in the Company from registration requirements of the Securities Act and other Securities Laws. Each Member acknowledges that the Company will not and has no obligation to register any interest in the Company under the Securities Act or other Securities Laws. 12.1.8 Each Member acknowledges that prior to its execution of this Agreement, it received a copy of this Agreement and that it examined this document or caused this document to be examined by its representative or attorney. Each Member further acknowledges that it or its representative or attorney is familiar with this Agreement, and with the business and affairs of the Company, and that except as otherwise specifically provided in this Agreement, it does not desire any further information or data relating to the Company, the Assets or the other Members. Each Member acknowledges that it understand that the acquisition of its interest in the Company is a speculative investment involving a high degree of risks and represents that it has a net worth sufficient to bear the economic risk of its investment in the Company and to justify its investing in a highly speculative Company of this type.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Interstate Hotels Management Inc), Limited Liability Company Agreement (Interstate Hotels Management Inc)

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Covenants, Representations and Warranties of the Members. Each Member represents and warrants to the other Members as follows: 12.1.1 It is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation with all requisite power and authority to enter into this Agreement. 12.1.2 This Agreement constitutes the legal, valid and binding obligation of the Member enforceable in accordance with its terms, subject to the application of principles of equity and laws governing insolvency and creditors' rights generally. 12.1.3 No consents or approvals are required from any governmental authority or other Person for the Member to enter into this Agreement. All limited liability company, corporate or partnership action on the part of the Member necessary for the authorization, execution and delivery of this Agreement, and the consummation of the transactions contemplated under this Agreement, have been duly taken. 12.1.4 The execution and delivery of this Agreement by the Member, and the consummation of the transactions contemplated under this Agreement, do not conflict with or contravene the provision of the Member's organizational documents or any agreement or instrument by which it or its properties are bound or any law, rule, regulations, order or decree to which it or its properties are subject. 12.1.5 No Member has retained any broker, finder or other commission or fee agent, and no such person has acted on its behalf in connection with the execution and delivery of this Agreement. 12.1.6 Each Member is acquiring its interest in the Company for investment, solely for its own account, with the intention of holding such interest for investment and not with a view to, or for resale in connection with, any distribution or public offering or resale of any portion of such interest within the meaning of the Securities Act of 1933 (the "SECURITIES ACTSecurities Act") or any other applicable federal or state securities law, rule or regulation ("SECURITIES LAWSSecurities Laws"). 12.1.7 Each Member acknowledges that it is aware that its interest in the Company has not been registered under the Securities Act or under any other Securities Law in reliance upon exemption contained therein. Each Member understands and acknowledges that its representations and warranties contained herein are being relied upon by the Company, the other Members and the constituent owners of such other Members as the basis for exemption of the issuance of interest in the Company from registration requirements of the Securities Act and other Securities Laws. Each Member acknowledges that the Company will not and has no obligation to register any interest in the Company under the Securities Act or other Securities Laws. 12.1.8 Each Member acknowledges that prior to its execution of this Agreement, it received a copy of this Agreement and that it examined this document or caused this document to be examined by its representative or attorney. Each Member further acknowledges that it or its representative or attorney is familiar with this Agreement, and with the business and affairs of the Company, and that except as otherwise specifically provided in this Agreement, it does not desire any further information or data relating to the Company, the Assets or the other Members. Each Member acknowledges that it understand that the acquisition of its interest in the Company is a speculative investment involving a high degree of risks and represents that it has a net worth sufficient to bear the economic risk of its investment in the Company and to justify its investing in a highly speculative Company of this type.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Wyndham International Inc), Limited Liability Company Agreement (Wyndham International Inc)

Covenants, Representations and Warranties of the Members. Each Member represents and warrants to the other Members as follows: 12.1.1 It is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation with all requisite power and authority to enter into this Agreement. 12.1.2 This Agreement constitutes the legal, valid and binding obligation of the Member enforceable in accordance with its terms, subject to the application of principles of equity and laws governing insolvency and creditors' rights generally. 12.1.3 No consents or approvals are required from any governmental authority or other Person for the Member to enter into this Agreement. All limited liability company, corporate or partnership action on the part of the Member necessary for the authorization, execution and delivery of this Agreement, and the consummation of the transactions contemplated under this Agreement, have been duly taken. 12.1.4 The execution and delivery of this Agreement by the Member, and the consummation of the transactions contemplated under this Agreement, do not conflict with or contravene the provision of the Member's organizational documents or any agreement or instrument by which it or its properties are bound or any law, rule, regulations, order or decree to which it or its properties are subject. 12.1.5 No Member has retained any broker, finder or other commission or fee agent, and no such person has acted on its behalf in connection with the execution and delivery of this Agreement. 12.1.6 Each Member is acquiring its interest in the Company for investment, solely for its own account, with the intention of holding such interest for investment and not with a view to, or for resale in connection with, any distribution or public offering or resale of any portion of such interest within the meaning of the Securities Act of 1933 (the "SECURITIES ACT") or any other applicable federal or state securities law, rule or regulation ("SECURITIES LAWS"). 12.1.7 Each Member acknowledges that it is aware that its interest in the Company has not been registered under the Securities Act or under any other Securities Law in reliance upon exemption contained therein. Each Member understands and acknowledges that its representations and warranties contained herein are being relied upon by the Company, the other Members and the constituent owners of such other Members as the basis for exemption of the issuance of interest in the Company from registration requirements of the Securities Act and other Securities Laws. Each Member acknowledges that the Company will not and has no obligation to register any interest in the Company under the Securities Act or other Securities Laws. 12.1.8 Each Member acknowledges that prior to its execution of this Agreement, it received a copy of this Agreement and that it examined this document or caused this document to be examined by its representative or attorney. Each Member further acknowledges that it or its representative or attorney is familiar with this Agreement, and with the business and affairs of the Company, and that except as otherwise specifically provided in this Agreement, it does not desire any further information or data relating to the Company, the Assets or the other Members. Each Member acknowledges that it understand understands that the acquisition of its interest in the Company is a speculative investment involving a high degree of risks risk and represents that it has a net worth sufficient to bear the economic risk of its investment in the Company and to justify its investing in a highly speculative Company of this type.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Interstate Hotels Corp)

Covenants, Representations and Warranties of the Members. (a) Each Member represents and warrants to the other Members Member as follows: 12.1.1 (i) It is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation with all requisite power and authority to enter into this AgreementAgreement and to conduct the business of the Company. 12.1.2 (ii) This Agreement constitutes the legal, valid and binding obligation of the Member enforceable in accordance with its terms, subject to the application of principles of equity and laws governing insolvency and creditors' rights generally. 12.1.3 (iii) No consents or approvals (which have not been obtained) are required from any governmental authority or other Person for the Member to enter into this AgreementAgreement and be admitted to the Company. All limited liability company, corporate or partnership action on the part of the Member (and its direct or indirect equity owners) necessary for the authorization, execution and delivery of this Agreement, and the consummation of the transactions contemplated under this Agreementhereby, have been duly taken. 12.1.4 (iv) The execution and delivery of this Agreement by the Member, and the consummation of the transactions contemplated under this Agreementhereby, do not conflict with or contravene the provision provisions of the such Member's organizational ’s organic documents or any agreement or instrument by which it or its properties are bound or any law, rule, regulationsregulation, order or decree to which it or its properties are subject. 12.1.5 No (v) Other than with respect to the Eastdil Commission, the Member has not retained any broker, finder or other commission or fee agent, and no such person has acted on its behalf in connection with the acquisition of the Properties, its Interest in the Company or any interest in any Subsidiary or the execution and delivery of this Agreement. 12.1.6 (vi) Each Member is acquiring its interest Interest in the Company for investment, solely for its own account, with the intention of holding such interest Interest for investment and not with a view to, or for resale in connection with, any distribution or public offering or resale of any portion of such interest within the meaning of the Securities Act of 1933 as amended from time to time (the "SECURITIES ACT"“Securities Act”) or any other applicable federal or state securities law, rule or regulation ("SECURITIES LAWS"“Securities Laws”). 12.1.7 (vii) Each Member acknowledges that it is aware that its interest in the Company has not been registered under the Securities Act or under any Securities Laws, or other Securities Law Federal or state securities law in reliance upon exemption exemptions contained therein. Each Member understands and acknowledges that its representations and warranties contained herein are being relied upon by the Company, the other Members Member and the constituent owners of such other Members Member as the basis for exemption of the issuance of interest in the Company from registration requirements of the Securities Act and other Securities Laws. Each Member acknowledges that the Company will not and has no obligation to register any interest Interest in the Company under the Securities Act or other Securities Laws. 12.1.8 (viii) Each Member acknowledges that prior to its execution of this Agreement, it received a copy of this Agreement and that it examined this document or caused this document to be examined by its representative or attorney. Each Member does hereby further acknowledges acknowledge that it or its representative or attorney is familiar with this Agreement, and with the business and affairs of the Company, and that except as otherwise specifically expressly provided in this Agreement, it does not desire any further information or data relating to the Company, any Subsidiary, the Assets Properties or the other MembersMember. Each Member acknowledges does hereby acknowledge that it understand understands that the acquisition of its interest Interest in the Company is a speculative investment involving a high degree of risks risk and represents does hereby represent that it has a net worth sufficient to bear the economic risk of its investment in the Company and to justify its investing in a highly speculative Company venture of this type. (ix) The Member is in compliance with Executive Order 13224 (September 23, 2001), the rules and regulations of the Office of Foreign Assets Control, Department of Treasury, and any enabling legislation or other Executive Orders in respect thereof. (x) At all times, including after giving effect to any Transfers permitted pursuant to this Agreement, (a) none of the funds or other assets of the Member constitutes property of, or are beneficially owned, directly or indirectly, by any Person, entity or government subject to trade restrictions under U.S. law (including, but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Orders or regulations promulgated thereunder) (any such Person, entity or government, an “Embargoed Person”) with the result that the investment in the Member (whether directly or indirectly), is prohibited by any applicable law, rule, regulation, order or decree is in violation thereof; (b) no Embargoed Person has any interest of any nature whatsoever in the Member with the result that the investment in the Member (whether directly or indirectly), is prohibited by any applicable law, rule, regulation, order or decree is in violation thereof; and (c) none of the funds of the Member have been derived from any unlawful activity with the result that the investment in the Member (whether directly or indirectly), is prohibited by any applicable law, rule, regulation, order or decree is in violation thereof. (xi) If applicable to such Member, the Member has implemented a corporate anti-money laundering plan that is reasonably designed to ensure compliance with applicable foreign and U.S. anti-money laundering law. (xii) The Member is familiar with the U.S. Government Blacklists maintained by applicable U.S. Federal agencies and none of its investors, officers or directors are on the U.S. Government Blacklists. (b) Each of the Members shall cause themselves or their Affiliates (as necessary) to enter into such supporting agreements as may be required pursuant to the Contribution and Sale Agreement including, without limitation, (i) standard and customary non-recourse carve-out guarantees for the benefit of the applicable first mortgage and mezzanine lenders of the Properties, and (ii) a contribution and indemnity agreement. (c) Subject to the provisions of Section 3.02(b) hereof, each Member agrees to indemnify and hold harmless the Company and the other Member and their officers, directors, shareholders, partners, members, employees, successors and assigns from and against any and all loss, damage, liability or expense (including reasonable costs and reasonable attorneys fees) which they may incur by reason of, or in connection with, any material breach of the foregoing representations and warranties by such Member and all such representations and warranties shall survive the execution and delivery of this Agreement and the termination and dissolution of either of the Members and/or the Company.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Mack Cali Realty Corp)

Covenants, Representations and Warranties of the Members. (a) Each Member represents and warrants to the other Members as follows: 12.1.1 (i) It is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation with all requisite power and authority to enter into this AgreementAgreement and to conduct the business of the Company. 12.1.2 (ii) This Agreement constitutes the legal, valid and binding obligation of the Member enforceable in accordance with its terms, subject to the application of principles of equity and laws governing insolvency and creditors' rights generally. 12.1.3 No (iii) Any consents or approvals are required from any governmental authority or other Person person or entity for the Member to enter into this AgreementAgreement and the Company have been obtained. All limited liability company, corporate or partnership action on the part of the Member necessary for the authorization, execution and delivery of this Agreement, and the consummation of the transactions contemplated under this Agreementhereby, have been duly taken. 12.1.4 (iv) The execution and delivery of this Agreement by the Member, and the consummation of the transactions contemplated under this Agreementhereby, do does not conflict with or contravene the provision provisions of the Member's its organizational documents or any agreement or instrument by which it or its properties are bound or any law, rule, regulationsregulation, order or decree to which it or its properties are subject. 12.1.5 No (v) The Member has not retained any broker, finder or other commission or fee agent, and no such person has acted on its behalf in connection with the acquisition of any Company Property or the execution and delivery of this AgreementAgreement other than the Persons identified in the Preliminary Plan and Budget, who are entitled to fees in connection therewith not to exceed the amount stated therefor under "Financing Costs". 12.1.6 (vi) Each Member is acquiring its interest in the Company for investment, solely for its own account, with the intention of holding such interest for investment and not with a view to, or for resale in connection with, any distribution or public offering or resale of any portion of such interest within the meaning of the Securities Act of 1933 (the "SECURITIES ACTSecurities Act") or any other applicable federal or state securities security law, rule or regulation ("SECURITIES LAWSSecurity Laws"). 12.1.7 (vii) Each Member acknowledges that it is aware that its interest in the Company has not been registered under the Securities Act or under any other Securities Security Law in reliance upon exemption exemptions contained therein. Each Member understands and acknowledges that its representations and warranties contained herein are being relied upon by the Company, the other Members and the constituent owners of such other Members as the basis for exemption of the issuance of interest in the Company from registration requirements of the Securities Act and other Securities LawsSecurity Law. Each Member acknowledges that the Company will not and has no obligation to register any interest in the Company under the Securities Act or other Securities Security Laws. 12.1.8 (viii) Each Member acknowledges that prior to its execution of this Agreement, it received a copy of this Agreement and that it examined this document or caused this document to be examined by its representative or attorney. Each Member does hereby further acknowledges acknowledge that it or its representative or attorney is familiar with this Agreement, and with the business and affairs of the Company, and that except as otherwise specifically provided in this Agreement, it does not desire any further information or data relating to the Company, the Assets Company Property or to the other Members. Each Member acknowledges does hereby acknowledge that it understand understands that the acquisition of its interest in the Company is a speculative investment involving a high degree of risks risk and represents does hereby represent that it has a net worth sufficient to bear the economic risk of its investment in the Company and to justify its investing in a highly speculative Company venture of this type.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Prime Group Realty Trust)

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Covenants, Representations and Warranties of the Members. (a) Each Member represents and warrants to the other Members Member as follows: 12.1.1 (i) It is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation with all requisite power and authority to enter into this AgreementAgreement and to conduct the business of the Company. 12.1.2 (ii) This Agreement constitutes the legal, valid and binding obligation of the Member enforceable in accordance with its terms, subject to the application of principles of equity and laws governing insolvency and creditors' rights generally. 12.1.3 (iii) No consents or approvals (which have not been obtained) are required from any governmental authority or other Person for the Member to enter into this AgreementAgreement and be admitted to the Company. All limited liability company, corporate or partnership action on the part of the Member (and its direct or indirect equity owners) necessary for the authorization, execution and delivery of this Agreement, and the consummation of the transactions contemplated under this Agreementhereby, have been duly taken. 12.1.4 (iv) The execution and delivery of this Agreement by the Member, and the consummation of the transactions contemplated under this Agreementhereby, do does not conflict with or contravene the provision provisions of the Member's organizational its organic documents or any agreement or instrument by which it or its properties are bound or any law, rule, regulationsregulation, order or decree to which it or its properties are subject. 12.1.5 No Member has retained any broker, finder or other commission or fee agent, and no such person has acted on its behalf in connection with the execution and delivery of this Agreement. 12.1.6 (v) Each Member is acquiring its interest in the Company for investment, solely for its own account, with the intention of holding such interest for investment and not with a view to, or for resale in connection with, any distribution or public offering or resale of any portion of such interest within the meaning of the Securities Act of 1933 (the "SECURITIES ACT"“Securities Act”) or any other applicable federal or state securities security law, rule or regulation ("SECURITIES LAWS"“Securities Laws”). 12.1.7 (vi) Each Member acknowledges that it is aware that its interest in the Company has not been registered under the Securities Act or under any other Securities Security Law in reliance upon exemption exemptions contained therein. Each Member understands and acknowledges that its representations and warranties contained herein are being relied upon by the Company, the other Members Member and the constituent owners of such other Members Member as the basis for exemption of the issuance of interest in the Company from registration requirements of the Securities Act and other Securities Laws. Each Member acknowledges that the Company will not and has no obligation to register any interest Interest in the Company under the Securities Act or other Securities Laws. 12.1.8 (vii) Each Member acknowledges that prior to its execution of this Agreement, it received a copy of this Agreement and that it examined this document or caused this document to be examined by its representative or attorney. Each Member does hereby further acknowledges acknowledge that it or its representative or attorney is familiar with this Agreement, and with the business and affairs of the Company, and that except as otherwise specifically provided in this Agreement, it does not desire any further information or data relating to the Company, any Subsidiary, the Assets Property or the other MembersMember. Each Member acknowledges does hereby acknowledge that it understand understands that the acquisition of its interest Interest in the Company is a speculative investment involving a high degree of risks and represents does hereby represent that it has a net worth sufficient to bear the economic risk of its investment in the Company and to justify its investing in a highly speculative Company venture of this type. (viii) The Member is in compliance with Executive Order 13224 (September 23, 2001), the rules and regulations of the Office of Foreign Assets Control, Department of Treasury, and any enabling legislation or other Executive Orders in respect thereof. (ix) At all times, including after giving effect to any Transfers permitted pursuant to this Agreement, (a) none of the funds or other assets of the Member constitutes property of, or are beneficially owned, directly or indirectly, by any person, entity or government subject to trade restrictions under U.S. law (including, but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Orders or regulations promulgated thereunder) (any such person, entity or government, an “Embargoed Person”) with the result that the investment in the Member (whether directly or indirectly), is prohibited by any applicable law, rule, regulation, order or decree is in violation thereof; (b) no Embargoed Person has any interest of any nature whatsoever in the Member with the result that the investment in the Member (whether directly or indirectly), is prohibited by any applicable law, rule, regulation, order or decree is in violation thereof; and (c) none of the funds of the Member have been derived from any unlawful activity with the result that the investment in the Member (whether directly or indirectly), is prohibited by any applicable law, rule, regulation, order or decree is in violation thereof. (x) If applicable to such Member, the Member has implemented a corporate anti-money laundering plan that is reasonably designed to ensure compliance with applicable foreign and U.S. anti-money laundering law. (xi) The Member is familiar with the U.S. Government Blacklists maintained by applicable U.S. Federal agencies and none of its investors, officers or directors is on the U.S. Government Blacklists. (b) In addition to the representations and warranties set forth above, the SLG Member represents and warrant to the GKK Member as follows: (i) The SLG Member is acquiring its interest in the Company with, and the source of its Capital Contributions is, its own funds or the funds of SLG, and not the funds of any third-party or equity investor. (ii) The SLG Member is a Delaware limited liability company currently existing pursuant to that certain Limited Liability Company Agreement entered into as of on or about the date of this Agreement (the “SLG Member LLC Agreement”), and that certain certificate of formation filed with Secretary of State of Delaware on April 12, 2005 (the “SLG Member Certificate”). The aforementioned SLG Member LLC Agreement and SLG Member Certificate have not been terminated and continue to be in full force and effect. The only member of the SLG Member is SLG. (c) The GKK Member represents and warrants to the SLG Member as follows: (i) The GKK Member is acquiring its interest in the Company with, and the source of its Capital Contributions is, its own funds or the funds of GKK, and not the funds of any third-party or equity investor. (ii) The GKK Member is a Delaware limited liability company currently existing pursuant to that certain Limited Liability Company Agreement entered into as of on or about the date of this Agreement (the “GKK Member LLC Agreement”), and that certain certificate of formation filed with Secretary of State of Delaware on April 26, 2005 (the “GKK Member Certificate”). The aforementioned GKK Member LLC Agreement and GKK Member Certificate have not been terminated and continue to be in full force and effect. The only member of the GKK Member is GKK. (d) Subject to the provisions of Section 3.02(b) hereof, each Member agrees to indemnify and hold harmless the Company and the other Member and their officers, directors, shareholders, partners, members, employees, successors and assigns from and against any and all loss, damage, liability or expense (including costs and attorneys fees) which they may incur by reason of, or in connection with, any breach of the foregoing representations and warranties by such Member and all such representations and warranties shall survive the execution and delivery of this Agreement and the termination and dissolution of the SLG Member, the GKK Member and/or the Company.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Gramercy Capital Corp)

Covenants, Representations and Warranties of the Members. (a) Each Member represents and warrants to the other Members Member as follows: 12.1.1 (i) It is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation with all requisite power and authority to enter into this AgreementAgreement and to conduct the business of the Company. 12.1.2 (ii) This Agreement constitutes the legal, valid and binding obligation of the Member enforceable in accordance with its terms, subject to the application of principles of equity and laws governing insolvency and creditors' rights generally. 12.1.3 (iii) No consents or approvals (which have not been obtained) are required from any governmental authority or other Person for the Member to enter into this AgreementAgreement and be admitted to the Company. All limited liability company, corporate or partnership action on the part of the Member (and its direct or indirect equity owners) necessary for the authorization, execution and delivery of this Agreement, and the consummation of the transactions contemplated under this Agreementhereby, have been duly taken. 12.1.4 (iv) The execution and delivery of this Agreement by the Member, and the consummation of the transactions contemplated under this Agreementhereby, do not conflict with or contravene the provision provisions of the such Member's organizational ’s organic documents or any agreement or instrument by which it or its properties are bound or any law, rule, regulationsregulation, order or decree to which it or its properties are subject. 12.1.5 No (v) The Member has not retained any broker, finder or other commission or fee agent, and no such person has acted on its behalf in connection with the acquisition and assumption of its Interest in the Company or the execution and delivery of this Agreement. 12.1.6 (vi) Each Member is acquiring its interest Interest in the Company for investment, solely for its own account, with the intention of holding such interest Interest for investment and not with a view to, or for resale in connection with, any distribution or public offering or resale of any portion of such interest within the meaning of the Securities Act of 1933 as amended from time to time (the "SECURITIES ACT"“Securities Act”) or any other applicable federal or state securities law, rule or regulation ("SECURITIES LAWS"“Securities Laws”). 12.1.7 (vii) Each Member acknowledges that it is aware that its interest in the Company has not been registered under the Securities Act or under any Securities Laws, or other Securities Law Federal or state securities law in reliance upon exemption exemptions contained therein. Each Member understands and acknowledges that its representations and warranties contained herein are being relied upon by the Company, the other Members Member and the constituent owners of such other Members Member as the basis for exemption of the issuance of interest in the Company from registration requirements of the Securities Act and other Securities Laws. Each Member acknowledges that the Company will not and has no obligation to register any interest Interest in the Company under the Securities Act or other Securities Laws. 12.1.8 (viii) Each Member acknowledges that prior to its execution of this Agreement, it received a copy of this Agreement and that it examined this document or caused this document to be examined by its representative or attorney. Each Member does hereby further acknowledges acknowledge that it or its representative or attorney is familiar with this Agreement, and with the business and affairs of the Company, and that except as otherwise specifically expressly provided in this Agreement, it does not desire any further information or data relating to the Company, the Assets Company or the other MembersMember. Each Member acknowledges does hereby acknowledge that it understand understands that the acquisition of its interest Interest in the Company is a speculative investment involving a high degree of risks risk and represents does hereby represent that it has a net worth sufficient to bear the economic risk of its investment in the Company and to justify its investing in a highly speculative Company venture of this type. (ix) The Member is in compliance with Executive Order 13224 (September 23, 2001), the rules and regulations of the Office of Foreign Assets Control, Department of Treasury, and any enabling legislation or other Executive Orders in respect thereof. (x) At all times, including after giving effect to any Transfers permitted pursuant to this Agreement, (a) none of the funds or other assets of the Member constitutes property of, or are beneficially owned, directly or indirectly, by any Person, entity or government subject to trade restrictions under U.S. law (including, but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Orders or regulations promulgated thereunder) (any such Person, entity or government, an “Embargoed Person”) with the result that the investment in the Member (whether directly or indirectly), is prohibited by any applicable law, rule, regulation, order or decree is in violation thereof; (b) no Embargoed Person has any interest of any nature whatsoever in the Member with the result that the investment in the Member (whether directly or indirectly), is prohibited by any applicable law, rule, regulation, order or decree is in violation thereof; and (c) none of the funds of the Member have been derived from any unlawful activity with the result that the investment in the Member (whether directly or indirectly), is prohibited by any applicable law, rule, regulation, order or decree is in violation thereof. (xi) If applicable to such Member, the Member has implemented a corporate anti-money laundering plan that is reasonably designed to ensure compliance with applicable foreign and U.S. anti-money laundering law. (xii) The Member is familiar with the U.S. Government Blacklists maintained by applicable U.S. Federal agencies and none of its investors, officers or directors are on the U.S. Government Blacklists. (b) Subject to the provisions of Section 3.02(b) hereof, each Member agrees to indemnify and hold harmless the Company and the other Member and their officers, directors, shareholders, partners, members, employees, successors and assigns from and against any and all loss, damage, liability or expense (including reasonable costs and reasonable attorneys fees) which they may incur by reason of, or in connection with, any material breach of the foregoing representations and warranties by such Member and all such representations and warranties shall survive the execution and delivery of this Agreement and the termination and dissolution of either of the Members and/or the Company.

Appears in 1 contract

Samples: Limited Liability Company Operating Agreement (Mack Cali Realty Corp)

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