Common use of Member Representations and Agreements Clause in Contracts

Member Representations and Agreements. Notwithstanding anything contained in this Agreement to the contrary, each Member hereby represents and warrants to the Company, the Board, and to each other that: (a) the Units of such Member are acquired for investment purposes only, for the Member’s own account, and not with a view to or in connection with any distribution, reoffer, resale, or other disposition not in compliance with the Securities Act and applicable state securities laws; (b) such Member (i) is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act, and/or (ii) either alone or together with the Member’s representatives, possesses such expertise, knowledge, and sophistication in financial and business matters generally, and in the type of transactions in which the Company proposes to engage in particular, that the Member is capable of evaluating the merits and economic risks of acquiring and holding the Units and is able to bear all such economic risks now and in the future; (c) such Member has had access to all of the information with respect to the Units acquired by the Member under this Agreement that the Member deems necessary to make a complete evaluation thereof and has had the opportunity to question the other Members and the Company concerning such Units; (d) such Member’s decision to acquire the Units for investment has been based solely upon the evaluation made by the Member; (e) such Member is aware that the Member must bear the economic risk of an investment in the Company for an indefinite period of time because Units in the Company have not been registered under the Securities Act or under the securities laws of the various states and, therefore, cannot be sold unless such Units are subsequently registered under the Securities Act and any applicable state securities laws or an exemption from registration is available; (f) such Member is aware that only the Company may take action to register Units and that the Company is under no such obligation and does not propose to attempt to do so; (g) such Member is aware that this Agreement provides restrictions on the ability of a Member to sell, Transfer, assign, mortgage, hypothecate, or otherwise encumber the Member’s Units; (h) such Member agrees that the Member will truthfully and completely answer all questions and make all covenants that the Company or the Board may, contemporaneously or hereafter, ask or demand for the purpose of establishing compliance with the Securities Act and applicable state securities laws; and (i) if that Member is an Entity, it is duly organized, validly existing, and in good standing under the laws of its state of organization, and it has full organizational power and authority to execute and agree to this Agreement and to perform its obligations hereunder.

Member Representations and Agreements. Notwithstanding anything contained in this Agreement to the contrary, each Member hereby represents and warrants to the Company, the Board, Managers and to each other that: (a) the Units Membership Interest of such Member are is acquired for investment purposes only, for the Member’s 's own account, and not with a view to or in connection with any distribution, reofferre-offer, resale, resale or other disposition not in compliance with the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "1933 Act") and applicable state securities laws; (b) such Member (i) is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities ActMember, and/or (ii) either alone or together with the Member’s 's representatives, possesses such expertise, knowledge, knowledge and sophistication in financial and business matters generally, and in the type of transactions in which the Company proposes to engage in particular, that the Member is capable of evaluating the merits and economic risks of acquiring and holding the Units Membership Interest and the Member is able to bear all such economic risks now and in the future; (c) such Member has had access to all of the information with respect to the Units Membership Interest acquired by the Member under this Agreement that the Member deems necessary to make a complete evaluation thereof and has had the opportunity to question the other Members and the Company Managers (if any) concerning such UnitsMembership Interest; (d) such Member’s 's decision to acquire the Units Membership Interest for investment has been based solely upon the evaluation made by the Member; (e) such Member is aware that the Member must bear the economic risk of an investment in the Company for an indefinite period of time because Units in the Company Membership Interests have not been registered under the Securities 1933 Act or under the securities laws of the various states and, therefore, cannot be sold unless such Units Membership Interests are subsequently registered under the Securities 1933 Act and any applicable state securities laws or an exemption from registration is available; (f) such Member is aware that only the Company may can take action to register Units Membership Interests and that the Company is under no such obligation and does not propose to attempt to do so; (g) such Member is aware that this Agreement provides restrictions on the ability of a Member member to sell, Transfertransfer, assign, mortgage, hypothecate, hypothecate or otherwise encumber the Member’s Units's Membership Interest; (h) such Member agrees that the Member will truthfully and completely answer all questions questions, and make all covenants covenants, that the Company or the Board Managers may, contemporaneously or hereafter, ask or demand for the purpose of establishing compliance with the Securities 1933 Act and applicable state securities laws; and (i) if that Member is an Entityorganization, that it is duly organized, validly existing, and in good standing under the laws of its state of organization, organization and that it has full organizational power and authority to execute and agree to this Agreement and to perform its obligations hereunder.

Member Representations and Agreements. Notwithstanding anything contained in this Agreement to the contrary, each Member hereby represents and warrants to the Company, the Board, Company and to each other that: (a) the Units Membership Interest of such Member are is acquired for investment purposes only, for the Member’s 's own account, and not with a view to or in connection with any distribution, reofferre-offer, resale, resale or other disposition not in compliance with the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "1933 Act") and applicable state securities laws; (b) such Member (i) is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities ActMember, and/or (ii) either alone or together with the Member’s 's representatives, possesses such expertise, knowledge, knowledge and sophistication in financial and business matters generally, and in the type of transactions in which the Company proposes to engage in particular, that the Member is capable of evaluating the merits and economic risks of acquiring and holding the Units Membership Interest and the Member is able to bear all such economic risks now and in the future; (c) such Member has had access to all of the information with respect to the Units Membership Interest acquired by the Member under this Agreement that the Member deems necessary to make a complete evaluation thereof and has had the opportunity to question the other Members and the Company concerning such UnitsMembership Interest; (d) such Member’s 's decision to acquire the Units Membership Interest for investment has been based solely upon the evaluation made by the Member; (e) such Member is aware that the Member must bear the economic risk of an investment in the Company for an indefinite period of time because Units in the Company Membership Interests have not been registered under the Securities 1933 Act or under the securities laws of the various states and, therefore, cannot be sold unless such Units Membership Interests are subsequently registered under the Securities 1933 Act and any applicable state securities laws laws, or unless an exemption from registration is available; (f) such Member is aware that only the Company may can take action to register Units Membership Interests and that the Company is under no such obligation and does not propose to attempt to do so; (g) such Member is aware that this Agreement provides restrictions on the ability of a Member to sell, Transfertransfer, assign, mortgage, hypothecate, hypothecate or otherwise encumber the Member’s Units's Membership Interest; (h) such Member agrees that the Member will truthfully and completely answer all questions questions, and make all covenants covenants, that the Company or the Board may, contemporaneously or hereafter, ask or demand for the purpose of establishing compliance with the Securities 1933 Act and applicable state securities laws; and (i) if that such Member is an Entityorganization, that it is duly organized, validly existing, and in good standing under the laws of its state of organization, organization and that it has full organizational power and authority to execute and agree to this Agreement and to perform its obligations hereunder. Each Member also represents and warrants to the other Members and the Company that (A) such Member has either (1) a net worth of at least $225,000 or (2) a net worth of at least $60,000 and income of at least $60,000 in the Member’s immediately preceding tax year, or expects to have income of at least $60,000 in the current tax year, without regard to the Member’s Membership Interest; (B) the Member has determined such net worth without regard to the value of the Member’s principal residence, mortgage thereon, home furnishings, and automobiles; and (C) this Agreement constitutes a written statement of the above "investor suitability standards" pursuant to NCAC 18.6.1313.

Member Representations and Agreements. Notwithstanding anything contained in this Agreement to the contrary, each Member hereby represents and warrants to the Company, the Board, Members and to each other that: (a) the Units Membership Interest of such Member are is acquired for investment purposes only, for the Member’s 's own account, and not with a view to or in connection with any distribution, reofferre‑offer, resale, resale or other disposition not in compliance with the Securities Act of 1933, as amended, and rules and regulations thereunder (the "1933 Act") and applicable state securities laws; (b) such Member (i) is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities ActMember, and/or (ii) either alone or together with the Member’s 's representatives, possesses such expertise, knowledge, knowledge and sophistication in financial and business matters generally, and in the type of transactions in which the Company proposes to engage in particular, that the Member is capable of evaluating the merits and economic risks of acquiring and holding the Units Membership Interest and the Member is able to bear all such economic risks now and in the future; (c) such Member has had access to all of the information with respect to the Units Membership Interest acquired by the Member under this Agreement that the Member deems necessary to make a complete evaluation thereof and has had the opportunity to question the other Members and the Company (if any) concerning such UnitsMembership Interest; and (d) such Memberperson’s decision to acquire the Units Membership Interest for investment has been is based solely upon the evaluation made by them. Each member further represents and warrants to the Member; Company, the Members, and to each other that they are aware and agree: (ei) such Member is aware that the Member they must bear the economic risk of an investment in the Company for an indefinite period of time because Units in the Company Membership Interests have not been registered under the Securities 1933 Act or under the securities laws of the various states and, therefore, cannot be sold unless such Units Membership Interests are subsequently registered under the Securities 1933 Act and any applicable state securities laws law or an exemption from registration is available; (fii) such Member is aware that only the Company may can take action to register Units Membership Interests and that the Company is under no such obligation and does not propose to attempt to do so; (giii) such Member is aware that this Agreement provides restrictions on the ability of a Member to sell, Transfertransfer, assign, mortgage, hypothecate, hypothecate or otherwise encumber the Member’s Units's Membership Interest; (hiv) such Member agrees that the Member they will truthfully and completely answer all questions questions, and make all covenants covenants, that the Company or the Board Members may, contemporaneously or hereafter, ask or demand for the purpose of establishing compliance with the Securities 1933 Act and applicable state securities laws; and (iv) if that Member is an Entityorganization, that it is duly organized, validly existing, and in good standing under the laws of its state of organization, organization and that it has full organizational power and an authority to execute and agree to this Agreement and to perform its obligations hereunder.