Member Representations. Each Member hereby represents and warrants to the Company as follows:
Member Representations. Each Member represents and warrants to and covenants with the other Members as follows:
Member Representations. (a) Each Member represents and warrants to the other and the Company that (i) its Interest has been acquired for its own account, for investment, and not with an intent or a present view to participating, directly or indirectly, in or for the resale in connection with any distribution (as interpreted under any applicable law) thereof, nor with any present intention of dividing its participation, distribution, reselling, assigning or otherwise disposing of all or part of such Interest, and (ii) it will not make or offer to make a transfer of its Interest in violation of the Securities Act of 1933, as amended, or any other applicable Federal or state securities laws.
Member Representations. Each Member represents and warrants as to itself only that:
Member Representations. Each Member hereby represents and warrants to, and covenants and agrees with, the Company as follows:
Member Representations. Each Member acknowledges, agrees and ---------------------- represents to the Company and the other Members that (a) he or it is an Accredited Investor, (b) he or it has been furnished with all documents and additional information requested by him or it for the purpose of evaluating whether an investment in the Company is suitable for the Member, (c) in evaluating an investment in the Company, the Member has consulted with his or its own investment and/or legal and/or tax advisor and has independently concluded that an investment by the Member in the Company is appropriate in light of his or its overall investment objectives and financial situation, (d) the Member has adequate means of providing for current needs and contingencies, has no need for liquidity with respect to his or its investment in the Company, and is able to bear the economic risk of a possible loss of the Member's entire investment in the Company, (e) the Member is purchasing his or its interest for the Member's own account for investment, and not with a view to or for resale in connection with any distribution of such security, (f) the Member has extensive experience in business and investments, and (g) the Member understands that there are no guarantees or assurances of any economic or other benefits that may accrue by virtue of holding an interest in the Company. Each Member further acknowledges, agrees and represents that he or it is not relying on any other Member, any officer, director, shareholder, partner, member, affiliate, employee, and/or agent thereof, and/or legal counsel of any other Member, or on any projections and/or representation (or lack thereof) by any of the aforementioned (except as expressly made in this Agreement) in reviewing this Agreement and in deciding whether to invest or participate as a Member.
Member Representations. The Member represents and warrants to the TRBA, as a material inducement to the TRBA to execute this Agreement that:
Member Representations. Each of the Members hereby makes the following representation to the other Members:
Member Representations. Member represents that whether Member purchases Products directly from Abbott Nutrition or indirectly through a distributor, Member will purchase Products solely for its Own Use (as hereinafter defined) in providing skilled care to its patients in its facility or a home health care setting as an Authorized Health Care Provider (as hereinafter defined). For purposes of this section, “Own Use” shall mean those uses that are part of providing health care services and products directly to patients who are in an institutional or home health care setting within the fifty (50) United States. “Authorized Health Care Provider” shall mean a person or entity that: (a) is licensed to provide health care services directly to its patients in an institutional setting, or (b) provides skilled home health care services and products directly to its patients in a home health care setting and MMCAP Participating Facility must be a licensed health care provider that provides nursing and/or dietician services to its patients, and the patients must be under the care of Member and have a written order for use of products under a plan of care. Examples of Authorized Health Care Providers may include: hospitals and hospital in-patient clinics, skilled nursing facilities, nursing homes, in-patient rehabilitation facilities, home care agencies, and government-funded senior nutrition programs for participants’ Own Use. Authorized Health Care Provider shall not include a person or entity that provides services in the following settings: physicians or physician’s offices, senior independent living or retirement facilities, food and drug wholesalers/retailers, distributors and other similar resellers, retail pharmacies, retail stores, WIC clinics, adult day care facilities, and other similar entities. Further, Authorized Health care Provider shall not include companies that provide home delivery services, Internet ordering and delivery services, or similar services, unless such services are provided as a part of an Authorized Health Care Provider’s Own Use.
Member Representations. Member represents and warrants as follows:
