Common use of Investment Representations of Members Clause in Contracts

Investment Representations of Members. Each Member hereby represents and warrants to the Company and each other Member as follows: The Interest owned by it has not been registered under the Securities Act of 1933, the New York State securities act or any other state securities laws (collectively, the “Securities Acts”) because the Company is issuing such Interest in reliance upon exemptions from the registration requirements contained in the Securities Acts for issuances not involving a public offering; The Company has relied upon the fact that the Interest is to be held by such Member for investment purposes only, and not with a view to any resale or distribution thereof; The Company is under no obligation to register or qualify the Interest or to assist any Member in complying with any exemption from registration under the Securities Acts if such Member wishes to dispose of the Interest; and Each Member is acquiring the Interest for his or its own account, for investment purposes only, and not with a view to the resale or distribution thereof; Before acquiring the Interest, each Member investigated the Company and its business, and the Company made available to it all information necessary to make an informed decision to acquire the Interest; and Nothing contained herein is intended to be construed as an admission that any Interest is a “security” for purposes of any of the Securities Acts or other applicable law.