Common use of Investment Representations of Members Clause in Contracts

Investment Representations of Members. Each Member hereby represents, warrants and acknowledges to the Company that: (a) Such Member has all requisite power to execute, deliver and perform this Agreement, and the performance of its obligations hereunder will not result in a breach or a violation of, or a default under, any material agreement or instrument by which such Member or any of such Member’s properties is bound or any statute, rule, regulation, order or other Law to which it is subject, nor require the obtaining of any consent, approval, permit or license from or filing with, any governmental authority or other Person by such Person in connection with the execution, delivery and performance by such Member of this Agreement. (b) This Agreement constitutes (assuming its due authorization and execution by the other Members) such Member’s legal, valid and binding obligation. (c) Such Member is acquiring its Membership Interest for investment solely for such Member’s own account and not for distribution, transfer or sale to others in connection with any distribution or public offering. (d) Such Member (i) has received all information that such Member deems necessary to make an informed investment decision with respect to an investment in the Company and (ii) has had the unrestricted opportunity to make such investigation as such Member desires pertaining to the Company and an investment therein and to verify any information furnished to such Member. (e) Such Member understands that such Member must bear the economic risk of an investment in the Company for an indefinite period of time because (i) the Membership Interests have not been registered under the Securities Act and applicable state securities Laws and (ii) the Membership Interests may not be sold, transferred, pledged or otherwise disposed of except in accordance with this Agreement and then only if they are subsequently registered in accordance with the provisions of the Securities Act and applicable state securities Laws or registration under the Securities Act or any applicable state securities Laws is not required.

Investment Representations of Members. Each Member hereby represents, warrants and acknowledges to the Company that: (a) Such Member has all requisite power to execute, deliver and perform this Agreement, and ; the performance of its obligations hereunder will not result in a breach or a violation of, or a default under, any material agreement or instrument by which such Member or any of such Member’s properties is bound or any statute, rule, regulation, order or other Law law to which it is subject, nor require the obtaining of any consent, approval, permit or license from or filing with, any governmental authority or other Person by such Person in connection with the execution, delivery and performance by such Member of this Agreement. (b) This Agreement constitutes (assuming its due authorization and execution by the other Members) such Member’s legal, valid and binding obligation. (c) Such Member is acquiring its Membership Interest for investment solely for such Member’s own account and not for distribution, transfer or sale to others in connection with any distribution or public offering. (d) Such Member (i) has received all information that such Member deems necessary to make an informed investment decision with respect to an investment in the Company and (ii) has had the unrestricted opportunity to make such investigation as such Member desires pertaining to the Company and an investment therein and to verify any information furnished to such Member. (e) Such Member understands that such Member must bear the economic risk of an investment in the Company for an indefinite period of time because (i) the Membership Interests have not been registered under the Securities Act and applicable state securities Laws laws and (ii) the Membership Interests may not be sold, transferred, pledged or otherwise disposed of except in accordance with this Agreement and then only if they are subsequently registered in accordance with the provisions of the Securities Act and applicable state securities Laws laws or registration under the Securities Act or any applicable state securities Laws laws is not required.

Investment Representations of Members. Each Member In connection with its acquisition of capital stock of Buyer, Seller and the Members hereby represents, warrants jointly and acknowledges severally represent and warrant to the Company thatBuyer as follows: (a) Such Member has all requisite power to executeIn evaluating the suitability of an investment in Buyer, deliver and perform this Agreement, Seller and the performance of its obligations hereunder will Members have not result in a breach or a violation of, or a default under, relied upon any material agreement or instrument by which such Member or any of such Member’s properties is bound or any statute, rule, regulation, order representations or other Law to which it is subject, nor require information (whether written or oral) from Buyer except as expressly set forth herein and in the obtaining of any consent, approval, permit or license from or filing with, any governmental authority or other Person by such Person in connection with the execution, delivery and performance by such Member of this AgreementSEC Filings. (b) This Agreement constitutes (assuming its due authorization Seller and execution by the other Members) such Member’s legal, valid and binding obligationMembers are aware that an investment in the Buyer involves a high degree of risk. (c) Such Member is acquiring its Membership Interest for investment solely for such Seller and the Members recognize that any information furnished by Buyer does not constitute investment, accounting, tax or legal advice. Moreover, Seller and the Members are not relying upon Buyer with respect to Seller's and the Member’s own account tax and not for distribution, transfer or sale to others other economic circumstances in connection with any distribution its investment in Buyer. In regard to the tax and other economic considerations related to such investment, Seller and the Members have relied solely on the advice of, or public offeringhave consulted with, only their own professional advisors. (d) Such Member (i) has received all information Seller and the Members are aware that such Member deems necessary to make the Shares are being offered and sold by means of an informed investment decision exemption under the Act, as well as exemptions under certain state securities laws for nonpublic offerings, and that it makes the representations, declarations and warranties as contained in this Section 3.23 with respect to an investment the intent that the same shall be relied upon in determining their suitability as a purchaser of the Company and (ii) has had the unrestricted opportunity to make such investigation as such Member desires pertaining to the Company and an investment therein and to verify any information furnished to such MemberShares. (e) Such Seller and each Member understands is aware that such Member must they cannot sell or otherwise transfer the Shares without registration under applicable federal or state securities laws or without an exemption therefrom, and are aware that they will be required to bear the economic risk financial risks of an investment in the Company their purchase for an indefinite period of time because (i) because, among other reasons, the Membership Interests Shares have not been registered with any regulatory authority of any state and, therefore, cannot be transferred or resold unless subsequently registered under the Securities Act and applicable state securities Laws laws or an exemption from such registration is available. Seller and the Members also understand that neither Buyer is not under any obligation to register the Shares on their behalf or to assist them in complying with any exemption from registration under applicable state securities laws. (iif) Seller and the Membership Interests Members recognize that no federal or state agency has recommended or endorsed the purchase of the Shares or passed upon the adequacy or accuracy of the information set forth herein, and that Buyer is relying on the truth and accuracy of the representations, declarations and warranties made by Seller and the Members as contained herein in issuing the Shares. (g) Seller and the Members have at all times been given the opportunity to obtain reasonably requested additional information, to verify the accuracy of the information received and to ask questions of and receive answers from certain representatives of Buyer concerning the terms and conditions of Seller's and the Members‘ investment in the Buyer and the nature and prospects of Buyer’s business. (h) Seller and the Members are purchasing the Shares for investment for their own account and not with a view to or for sale in connection with any distribution of the Shares to or for the accounts of others provided that Seller may not be sold, transferred, pledged or otherwise disposed of except in accordance with distribute the Shares to the Members. In addition to any other transfer restrictions applicable to the Shares pursuant to this Agreement or the Collateral Agreements, Seller and then only if the Members agree that they are subsequently registered in accordance with will not dispose of the Shares, or any portion thereof or interest therein, unless and until the intended disposition is permissible and does not violate the Act or the rules and regulations of the SEC thereunder, or the provisions of the Securities Act and applicable state securities Laws or registration under the Securities Act or any applicable state securities Laws laws, or any rules or regulations thereunder. (i) Seller and the Members recognize that the purchase of the Shares is a speculative investment and any financial forecasts or other estimates which may have been made by Buyer merely represent predictions of future events which may or may not requiredoccur and are based on assumptions which may or may not occur. As a consequence, Seller and the Members each acknowledge and agree that such financial forecasts or other estimates may not be relied upon to indicate the actual results which might be attained. (j) Each of the Members is a resident of the States of Georgia or Virginia. Each of the Members understands and agrees that depending upon his state of residence, a legend in substantially the following form and in the form required by the applicable state may be placed on all certificates evidencing the Shares: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") NOR ANY APPLICABLE STATE SECURITIES LAWS BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THE OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS SUBSEQUENTLY REGISTERED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, IF SUCH REGISTRATION IS REQUIRED.

Investment Representations of Members. Each Member, Substituted Member and Additional Member, if applicable, hereby represents, warrants and acknowledges to the Company that: that as of the date hereof, in the case of Members, or, in the case of Substituted Members and Additional Members, as of the date on which such Substituted Member or Additional Member acquires Units and/or other Equity Securities and becomes a Member: (a) Such Member if it is not a natural person, that it is duly incorporated or formed and, to the extent such concept exists in its jurisdiction of organization, is in good standing under the laws of such jurisdiction; (b) it has all requisite power legal capacity and authority to execute, deliver enter into and perform this AgreementAgreement and to consummate the transactions contemplated hereby; (c) if it is not a natural person, the execution and delivery of this Agreement by it of the performance of its obligations hereunder will not result in a breach transactions contemplated hereby have been duly authorized by all necessary corporate or a violation of, or a default under, any material agreement or instrument by which such Member or any other entity action on the part of such Member’s properties is bound , Substituted Member or any statuteAdditional Member, ruleas applicable; (d) this Agreement constitutes a legal, regulationvalid and binding obligation of such Member, order Substituted Member or other Law Additional Member, as applicable, enforceable against it in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to which it is subject, nor require the obtaining of any consent, approval, permit or license from or filing with, any governmental authority or other Person by such Person in connection with limiting creditors’ rights generally; (e) the execution, delivery and performance of this Agreement by such Member, Substituted Member or Additional Member, as applicable, and the consummation by such Member, Substituted Member or Additional Member, as applicable, of the transactions contemplated hereby will not (i) if it is not a natural person, result in a violation of the Certificate of Incorporation and Bylaws or other organizational documents of such Member, Substituted Member or Additional Member, as applicable, or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which such Member, Substituted Member or Additional Member, as applicable, is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree applicable to such Member, Substituted Member or Additional Member, as applicable, except with respect to clauses (ii) or (iii) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not in any material respect result in the unenforceability against such Member, Substituted Member or Additional Member, as applicable, of this Agreement. ; (b) This Agreement constitutes (assuming its due authorization and execution by the other Membersf) such Member’s legal, valid Substitute Member or Additional Member, as applicable, has such knowledge and binding obligation. (c) Such Member experience in financial and business matters and is acquiring its Membership Interest for capable of evaluating the merits and risks of an investment solely for such Member’s own account in the Company and not for distribution, transfer or sale to others in connection with any distribution or public offering. (d) Such Member (i) has received all information that such Member deems necessary to make is making an informed investment decision with respect to an investment in the Company thereto and (iig) has had the unrestricted opportunity to make such investigation as such Member desires pertaining to the Company and an investment therein and to verify any information furnished to such Member. (e) Such , Substituted Member understands that such Member must bear the economic risk of an investment or Additional Member, as applicable, is acquiring Units and/or Equity Securities in the Company for an indefinite period of time because (i) investment only and not with a view to, or for resale in connection with, any distribution to the Membership Interests have not been registered under the Securities Act and applicable state securities Laws and (ii) the Membership Interests may not be sold, transferred, pledged public or otherwise disposed of except in accordance with this Agreement and then only if they are subsequently registered in accordance with the provisions of the Securities Act and applicable state securities Laws or registration under the Securities Act or any applicable state securities Laws is not requiredpublic offering thereof.

Investment Representations of Members. Each Member In connection with its acquisition of capital stock of Buyer, Seller and the Members hereby represents, warrants jointly and acknowledges severally represent and warrant to the Company thatBuyer as follows: (a) Such Member has all requisite power to executeIn evaluating the suitability of an investment in Buyer, deliver and perform this Agreement, Seller and the performance of its obligations hereunder will Members have not result in a breach or a violation of, or a default under, relied upon any material agreement or instrument by which such Member or any of such Member’s properties is bound or any statute, rule, regulation, order representations or other Law to which it is subject, nor require information (whether written or oral) from Buyer except as expressly set forth herein and in the obtaining of any consent, approval, permit or license from or filing with, any governmental authority or other Person by such Person in connection with the execution, delivery and performance by such Member of this AgreementSEC Filings. (b) This Agreement constitutes (assuming its due authorization Seller and execution by the other Members) such Member’s legal, valid and binding obligationMembers are aware that an investment in the Buyer involves a high degree of risk. (c) Such Member is acquiring its Membership Interest for investment solely for such Seller and the Members recognize that any information furnished by Buyer does not constitute investment, accounting, tax or legal advice. Moreover, Seller and the Members are not relying upon Buyer with respect to Seller’s and the Member’s own account tax and not for distribution, transfer or sale to others other economic circumstances in connection with any distribution its investment in Buyer. In regard to the tax and other economic considerations related to such investment, Seller and the Members have relied solely on the advice of, or public offeringhave consulted with, only their own professional advisors. (d) Such Member (i) has received all information Seller and the Members are aware that such Member deems necessary to make the Shares are being offered and sold by means of an informed investment decision exemption under the Act, as well as exemptions under certain state securities laws for nonpublic offerings, and that it makes the representations, declarations and warranties as contained in this Section 3.23 with respect to an investment the intent that the same shall be relied upon in determining their suitability as a purchaser of the Company and (ii) has had the unrestricted opportunity to make such investigation as such Member desires pertaining to the Company and an investment therein and to verify any information furnished to such MemberShares. (e) Such Seller and each Member understands is aware that such Member must they cannot sell or otherwise transfer the Shares without registration under applicable federal or state securities laws or without an exemption therefrom, and are aware that they will be required to bear the economic risk financial risks of an investment in the Company their purchase for an indefinite period of time because (i) because, among other reasons, the Membership Interests Shares have not been registered with any regulatory authority of any state and, therefore, cannot be transferred or resold unless subsequently registered under the Securities Act and applicable state securities Laws laws or an exemption from such registration is available. Seller and the Members also understand that neither Buyer is not under any obligation to register the Shares on their behalf or to assist them in complying with any exemption from registration under applicable state securities laws. (iif) Seller and the Membership Interests Members recognize that no federal or state agency has recommended or endorsed the purchase of the Shares or passed upon the adequacy or accuracy of the information set forth herein, and that Buyer is relying on the truth and accuracy of the representations, declarations and warranties made by Seller and the Members as contained herein in issuing the Shares. (g) Seller and the Members have at all times been given the opportunity to obtain reasonably requested additional information, to verify the accuracy of the information received and to ask questions of and receive answers from certain representatives of Buyer concerning the terms and conditions of Seller’s and the Members‘ investment in the Buyer and the nature and prospects of Buyer’s business. (h) Seller and the Members are purchasing the Shares for investment for their own account and not with a view to or for sale in connection with any distribution of the Shares to or for the accounts of others provided that Seller may not be sold, transferred, pledged or otherwise disposed of except in accordance with distribute the Shares to the Members. In addition to any other transfer restrictions applicable to the Shares pursuant to this Agreement or the Collateral Agreements, Seller and then only if the Members agree that they are subsequently registered in accordance with will not dispose of the Shares, or any portion thereof or interest therein, unless and until the intended disposition is permissible and does not violate the Act or the rules and regulations of the SEC thereunder, or the provisions of the Securities Act and applicable state securities Laws or registration under the Securities Act or any applicable state securities Laws laws, or any rules or regulations thereunder. (i) Seller and the Members recognize that the purchase of the Shares is a speculative investment and any financial forecasts or other estimates which may have been made by Buyer merely represent predictions of future events which may or may not requiredoccur and are based on assumptions which may or may not occur. As a consequence, Seller and the Members each acknowledge and agree that such financial forecasts or other estimates may not be relied upon to indicate the actual results which might be attained. (j) Each of the Members is a resident of the States of Georgia or Virginia. Each of the Members understands and agrees that depending upon his state of residence, a legend in substantially the following form and in the form required by the applicable state may be placed on all certificates evidencing the Shares: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) NOR ANY APPLICABLE STATE SECURITIES LAWS BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THE OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS SUBSEQUENTLY REGISTERED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, IF SUCH REGISTRATION IS REQUIRED.