Common use of Member Representations and Warranties Clause in Contracts

Member Representations and Warranties. Each Member hereby represents and warrants that (a) such Member has all requisite power and authority to execute, deliver and perform its obligations under this Agreement; (b) the execution and delivery of this Agreement by such Member, the performance of its obligations hereunder and the consummation by it of the transactions contemplated hereby have been duly and validly authorized by all requisite action in accordance with applicable Law; (c) this Agreement has been duly executed and delivered by such Member and constitutes the legal, valid and binding obligation of such Member enforceable against it in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting the rights of creditors generally, and the availability of equitable remedies; (d) no filing with, or authorization, consent or approval of, any Person is required to be made or obtained in connection with the authorization, execution, delivery and performance by such Member of this Agreement, or the consummation of the transactions contemplated hereby; (e) such Member has such knowledge and experience in financial and business matters and is capable of evaluating the merits and risks of an investment in the Company and making an informed investment decision with respect thereto; (f) such Member is able to bear the economic and financial risk of an investment in the Company for an indefinite period of time; (g) such Member acquired and is holding interests in the Company for investment only and not with a view to, or for resale in connection with, any distribution to the public; and (h) such Member is aware that the interests in the Company have not been registered under the securities Laws of any jurisdiction and cannot be disposed of unless they are subsequently registered and/or qualified under applicable securities Laws (or there is an exemption therefrom) and in any event in compliance with the applicable provisions of this Agreement and the Exchange Agreement. Each Member hereby agrees to indemnify the Company and each Covered Person against any Loss suffered or incurred by the Company, any of its Subsidiaries or such Covered Person, resulting from any breach of the foregoing representations and warranties by such Member.

Member Representations and Warranties. Each Member hereby represents and warrants that to the Company and each other Member as of the date of such Member’s admittance to the Company that: (ai) To the extent it is not a natural person, it is duly formed, validly existing and in good standing under the Laws of the jurisdiction of its formation, and if required by Law is duly qualified to conduct business and is in good standing in the jurisdiction of its principal place of business (if not formed in such Member jurisdiction); (ii) To the extent it is not a natural person, it has all requisite full corporate, limited liability company, partnership, trust or other applicable power and authority to execute, execute and deliver and perform its obligations under this Agreement; (b) the execution and delivery of this Agreement by such Member, the performance of and to perform its obligations hereunder and all necessary actions by the consummation by it board of directors, shareholders, managers, members, partners, trustees, beneficiaries or other Persons necessary for the transactions contemplated hereby have been duly and validly authorized by all requisite action in accordance with applicable Law; (c) this Agreement has been duly executed and delivered by such Member and constitutes the legal, valid and binding obligation of such Member enforceable against it in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting the rights of creditors generally, and the availability of equitable remedies; (d) no filing with, or authorization, consent or approval of, any Person is required to be made or obtained in connection with the due authorization, execution, delivery and performance of this Agreement by such that Member of have been duly taken; (iii) It has duly executed and delivered this Agreement, and this Agreement is enforceable against such Member in accordance with its terms, subject to bankruptcy, moratorium, insolvency and other Laws generally affecting creditors’ rights and general principles of equity (whether applied in a proceeding in a court of law or the consummation equity); (iv) Its authorization, execution, delivery, and performance of the transactions contemplated hereby; this Agreement does not breach or conflict with or constitute a default under (ei) such Member’s charter or other governing documents to the extent it is not a natural person or (ii) any material obligation under any other material agreement or arrangement to which that Member is a party or by which it is bound; and (v) It (i) has been furnished with such information about the Company and the Membership Interest as that Member has requested, (ii) has made its own independent inquiry and investigation into, and based thereon has formed an independent judgment concerning, the Company and such Member’s Membership Interest herein, (iii) has adequate means of providing for its current needs and possible contingencies, is able to bear the economic risks of this investment and has a sufficient net worth to sustain a loss of its entire investment in the Company in the event such loss should occur, (iv) has such knowledge and experience in financial and business matters and is as to be capable of evaluating the merits and risks of an investment in the Company and making Company, (v) solely in respect of the Common Units Member, is an informed investment decision with respect thereto; (f“accredited investor,” as that term is defined in Rule 501(a) such Member is able to bear of Regulation D, promulgated under the economic and financial risk of an investment in the Company for an indefinite period of time; (g) such Member acquired and is holding interests in the Company for investment only and not with a view toSecurities Act, or for resale in connection with, any distribution to the public; and (hvi) such Member is aware understands and agrees that the interests in the Company have not been registered under the securities Laws of any jurisdiction and canits Membership Interest shall not be disposed of unless they are subsequently registered and/or qualified under applicable securities Laws (sold, pledged, hypothecated or there is an exemption therefrom) and otherwise Transferred except in any event in compliance accordance with the applicable provisions terms of this Agreement and pursuant to an effective registration statement under the Exchange Agreement. Each Member hereby agrees to indemnify Securities Act or an applicable exemption from registration and/or qualification under the Company Securities Act and each Covered Person against any Loss suffered or incurred by the Company, any of its Subsidiaries or such Covered Person, resulting from any breach of the foregoing representations and warranties by such Memberapplicable state securities Laws.

Member Representations and Warranties. Each Member hereby represents and warrants to NGR Management and each other Member as of the date hereof in the case of the Members that are Members as of the date hereof (and as of the date of becoming a Member in the case of Members that become Members after the date hereof) that (a) such Member has all requisite power and authority (after giving effect to execute, deliver and perform its obligations under this Agreement; (b) the execution and delivery of this Agreement by such Member, the performance of its obligations hereunder and the consummation by it of the transactions contemplated hereby have been duly by the Plan) is the exclusive record owner of all right, title and validly authorized by all requisite action interest in accordance with applicable Law; and to the number of Membership Interests set forth opposite such Member’s name on the Membership Interest Ownership Ledger, as applicable, (cb) this Agreement has been duly authorized, executed and delivered by such Member and constitutes the legal, valid and binding obligation of such Member Member, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable bankruptcy(c) such Member has not granted and is not a party to any proxy, insolvencyvoting trust or other agreement which is inconsistent with, reorganization, moratorium and other similar Laws affecting the rights of creditors generally, and the availability of equitable remedies; (d) no filing conflicts with, or authorization, consent or approval of, violates any Person is required to be made or obtained in connection with the authorization, execution, delivery and performance by such Member provision of this Agreement, or (d) such Member is acquiring the consummation Membership Interests for its own account with the present intention of holding such securities for investment purposes and that it has no intention of selling such securities in a public distribution in violation of the transactions contemplated hereby; federal securities Laws or any applicable state securities Laws, such Member acknowledges that the Membership Interests have not been registered under the Securities Act or applicable state securities Laws and that the Membership Interests will be issued to such Member in reliance on exemptions from the registration requirements of the Securities Act and applicable state statutes and in reliance on such Member’s representations and agreements contained herein, (e) such Member has had an opportunity to ask questions and receive answers concerning this Agreement and the terms and conditions of the Membership Interests to be acquired by it, him or her and has had full access to such knowledge other information concerning NGR Management and experience its Subsidiaries as such Member has requested in financial and business matters and is capable of evaluating the merits and risks of an investment making its decision to invest in the Company Membership Interests being issued hereunder and making an informed investment decision with respect thereto; (f) such Member is able to bear the economic risk and financial risk lack of liquidity of an investment in NGR Management and is able to bear the Company risk of loss of its entire investment in NGR Management, and such Member fully understands and agrees that it, he or she may have to bear the economic risk of its purchase for an indefinite period of time; (g) such Member acquired and is holding interests in time because, among other reasons, the Company for investment only and not with a view to, or for resale in connection with, any distribution to the public; and (h) such Member is aware that the interests in the Company Membership Interests have not been registered under the Securities Act or under the securities Laws of any jurisdiction and state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered and/or qualified under the Securities Act and under the applicable securities Laws (of certain states or there is unless an exemption therefromfrom such registration is available. [In addition, each Member as of the date hereof represents and warrants and acknowledges and agrees that the Membership Interests issued to such person as of the date hereof constitute full satisfaction, and hereby discharge, the obligations of any Person (including NGR Management, the Board and any other Member) and to such Member with respect to the issuance of any Membership Interests (as defined in any event in compliance with the applicable provisions of this Agreement and Plan) pursuant to the Exchange Agreement. Each Member hereby agrees to indemnify the Company and each Covered Person against any Loss suffered Plan or incurred by the Company, any of its Subsidiaries the agreements, instruments or such Covered Person, resulting from any breach of the foregoing representations and warranties by such Memberdocuments contemplated thereby.]

Member Representations and Warranties. Each Member I hereby represents represent and warrants that warrant to GSAN that: (a) such Member I am an Accredited Investor as defined under Rule 501 of the SEC regulations, which defines the same as: “Any natural person whose individual net worth, or joint net worth with that person's spouse or spousal equivalent, exceeds $1,000,000;” OR “Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse or spousal equivalent in excess of $300,000 in each of those years and has all requisite power and authority to execute, deliver and perform its obligations under this Agreement; a reasonable expectation of reaching the same income level in the current year;” (b) the execution and delivery of this Agreement by such Member, the performance of its obligations hereunder and the consummation by it of the transactions contemplated hereby I have been duly and validly authorized by all requisite action in accordance with applicable Law; (c) this Agreement has been duly executed and delivered by such Member and constitutes the legal, valid and binding obligation of such Member enforceable against it in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting the rights of creditors generally, and the availability of equitable remedies; (d) no filing with, or authorization, consent or approval of, any Person is required to be made or obtained in connection with the authorization, execution, delivery and performance by such Member of this Agreement, or the consummation of the transactions contemplated hereby; (e) such Member has such knowledge and experience in financial and business matters and is to be capable of evaluating the relative merits and risks of an investment investment; (c) I have the full right, power and authority to execute and deliver this Agreement and to perform all of my obligations hereunder; (d) My payment of the membership fee(s) and execution of this Agreement shall serve as the acceptance and execution of the terms and conditions of this Agreement. (For memberships that involve more than one individual, an executed Agreement must be entered into by each individual representative); (e) This Agreement constitutes my legal, valid and binding obligation and is enforceable against me (and any guests or family members who may seek rights under this agreement relating to my membership in the Company GSAN, including, but not limited to my spouse, heirs and making an informed investment decision assigns) in accordance with respect thereto; its terms, except as limited by equitable principles or by bankruptcy, fraudulent conveyance or insolvency laws; (f) such Member is able My execution, delivery and performance of this Agreement will not constitute a breach, default or violation of any applicable law, agreement or other obligation to bear the economic and financial risk of an investment in the Company for an indefinite period of time; which I am party or otherwise bound; (g) such Member acquired and is holding interests No funds that I tender for my membership fee in the Company GSAN or for investment only in any company are or will be, directly or indirectly, derived from activities that contravene U.S. federal, state or international laws and not with a view toregulations, including anti-money laundering laws. Specifically, no contribution or for resale payment made by me to GSAN or any company will cause GSAN or such company to be in connection withviolation of the United States Bank Secrecy Act, any distribution to the public; United States Money Laundering Control Act of 1986 or the United States International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001; (h) such I understand that each Member of GSAN is aware that the interests encouraged to invest at least $10,000 in the Company have aggregate per year in one or more potential investment opportunities submitted through GSAN; (i) I understand that GSAN is not been a venture fund, investment bank, broker-dealer, investment clearinghouse, or any other form of investment advisor or any other advisor, manager or consultant, and is not registered under with the Securities and Exchange Commission (“SEC”), any state securities Laws commission or the Financial Industry Regulatory Authority (“FINRA”); COPY ONLY (j) I understand that GSAN does not provide advice, or recommendations, for any particular investment, and that GSAN does not endorse or recommend any investment opportunity and makes no representations or warranties regarding the same; (k) I understand that I must conduct my own analysis and due diligence to determine the appropriateness of any jurisdiction potential investment opportunity submitted to me through GSAN, and canI will not solely rely on the information provided through my membership in GSAN or solely on the recommendations or investment decisions of other GSAN members in making my own decision regarding whether to invest in a potential opportunity; (l) I understand that any investment transaction that I consummate will be disposed at my own risk and without the involvement of unless they or participation by GSAN; and (m) I understand that GSAN meetings and other communications are subsequently registered and/or qualified under applicable securities Laws (not an offer to sell or there is an exemption therefromsolicitation to buy any security of GSAN or any other entity. Any sale or purchase of any investment interest will be a privately negotiated transaction between individual member(s) and entrepreneurs without any remuneration to GSAN, nor does GSAN hold a financial interest in any event in compliance with the applicable provisions presenting company. The foregoing representations and warranties will survive my execution and delivery of this Agreement and the Exchange Agreement. Each Member hereby agrees to indemnify the Company I acknowledge and each Covered Person against any Loss suffered or incurred by the Company, any of its Subsidiaries or such Covered Person, resulting from any breach of agree that the foregoing representations and warranties by may be used as a defense in any actions relating to GSAN or its members, and that GSAN would not be willing to accept my membership application and fees if any such Memberrepresentations and warranties were not true and correct.

Member Representations and Warranties. Each Member hereby represents and warrants to NGR Management and each other Member as of the date hereof in the case of the Members that are Members as of the date hereof (and as of the date of becoming a Member in the case of Members that become Members after the date hereof) that (a) such Member has all requisite power and authority (after giving effect to execute, deliver and perform its obligations under this Agreement; (b) the execution and delivery of this Agreement by such Member, the performance of its obligations hereunder and the consummation by it of the transactions contemplated hereby have been duly by the Plan) is the exclusive record owner of all right, title and validly authorized by all requisite action interest in accordance with applicable Law; and to the number of Membership Interests set forth opposite such Member’s name on the Membership Interest Ownership Ledger, as applicable, (cb) this Agreement has been duly authorized, executed and delivered by such Member and constitutes the legal, valid and binding obligation of such Member Member, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable bankruptcy(c) such Member has not granted and is not a party to any proxy, insolvencyvoting trust or other agreement which is inconsistent with, reorganization, moratorium and other similar Laws affecting the rights of creditors generally, and the availability of equitable remedies; (d) no filing conflicts with, or authorization, consent or approval of, violates any Person is required to be made or obtained in connection with the authorization, execution, delivery and performance by such Member provision of this Agreement, or (d) such Member is acquiring the consummation Membership Interests for its own account with the present intention of holding such securities for investment purposes and that it has no intention of selling such securities in a public distribution in violation of the transactions contemplated hereby; federal securities Laws or any applicable state securities Laws, such Member acknowledges that the Membership Interests have not been registered under the Securities Act or applicable state securities Laws and that the Membership Interests will be issued to such Member in reliance on exemptions from the registration requirements of the Securities Act and applicable state statutes and in reliance on such Member’s representations and agreements contained herein, (e) such Member has had an opportunity to ask questions and receive answers concerning this Agreement and the terms and conditions of the Membership Interests to be acquired by it, him or her and has had full access to such knowledge other information concerning NGR Management and experience its Subsidiaries as such Member has requested in financial and business matters and is capable of evaluating the merits and risks of an investment making its decision to invest in the Company Membership Interests being issued hereunder and making an informed investment decision with respect thereto; (f) such Member is able to bear the economic risk and financial risk lack of liquidity of an investment in NGR Management and is able to bear the Company risk of loss of its entire investment in NGR Management, and such Member fully understands and agrees that it, he or she may have to bear the economic risk of its purchase for an indefinite period of time; (g) such Member acquired and is holding interests in time because, among other reasons, the Company for investment only and not with a view to, or for resale in connection with, any distribution to the public; and (h) such Member is aware that the interests in the Company Membership Interests have not been registered under the Securities Act or under the securities Laws of any jurisdiction and state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered and/or qualified under the Securities Act and under the applicable securities Laws (of certain states or there is unless an exemption therefromfrom such registration is available. [In addition, each Member as of the date hereof, together with units of New Gulf, represents and warrants and acknowledges and agrees that the Membership Interests issued to such person as of the date hereof constitute full satisfaction, and hereby discharge, the obligations of any Person (including NGR Management, New Gulf, the Board and any other Member) and to such Member with respect to the issuance of any Membership Interests (as defined in any event in compliance with the applicable provisions of this Agreement and Plan) pursuant to the Exchange Agreement. Each Member hereby agrees to indemnify the Company and each Covered Person against any Loss suffered Plan or incurred by the Company, any of its Subsidiaries the agreements, instruments or such Covered Person, resulting from any breach of the foregoing representations and warranties by such Memberdocuments contemplated thereby.]