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 By executing this Agreement, each Member hereby represents and warrants that (a) to the Company and acknowledges that, as of the date of such Member has all requisite power and authority to execute, deliver and perform its obligations under this Agreement; (b) the Member’s execution and delivery of this Agreement by such Member, the performance of its obligations hereunder or a Joinder Agreement and the consummation by it as 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 date that any Additional Member and constitutes is admitted as a Member of 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 generallyCompany, and as of any subsequent date on which any Member makes a Capital Contribution to the availability of equitable remedies; Company: (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; (ea) such Member has such knowledge and experience in financial and business matters and that such Member is capable of evaluating the merits and risks of an investment in the Company and making an informed investment decision with respect thereto; (fb) such Member is able to bear the economic and financial risk of an investment in the Company for an indefinite period of timetime and understands that such Member has no right (other than as specifically set forth in this Agreement) to resign or have its Units repurchased by the Company; (gc) such Member acquired and is holding interests acquiring any Units in the Company for such Member’s own account, for investment purposes only and not with a view to, or for resale in connection with, any distribution to the publicpublic or public offering thereof; and (hd) such Member is aware understands that (i) the interests in the Company Units have not been registered with the U.S. Securities and Exchange Commission under the Securities Act, in reliance upon one or more exemptions from the registration requirements of the Securities Act, (ii) any Transfer of such Units is subject to compliance with, or the availability of exemptions from, the registration and qualification requirements of the Securities Act and any applicable state securities Laws Laws, and (iii) the Transfer of any jurisdiction such Units are subject to restrictions on Transfer, purchase options, forfeiture and cannot be disposed of unless they are subsequently registered and/or qualified under applicable securities Laws other obligations and limitations as set forth in this Agreement; and (or there is an exemption therefrome) the execution, delivery and in any event in compliance with the applicable provisions performance of this Agreement by such Member, if applicable, (i) have been duly authorized by all necessary corporate or other action, (ii) do not require such Member to obtain any consent or approval that has not been obtained and, (iii) do not contravene or result in a default under any provision of any existing Law applicable to such Member or any provision of such Member’s charter, by-laws or other governing documents (if applicable) or any agreement or instrument to which such Member is a party or by which such Member is bound, except, in each case of clauses (ii) and the Exchange (iii), as would not reasonably be expected to have a material adverse effect on such Member. In addition, by executing this Agreement or a Joinder Agreement. Each , each Covered Member hereby agrees represents and warrants to indemnify the Company and each acknowledges that, as of the date such Covered Person against Member is admitted as a Member, and as of any Loss suffered or incurred by subsequent date on which any Covered Member makes a Capital Contribution to the Company: (x) none of the “bad actor” disqualifying events described in Rule 506(d)(1)(i) through (viii) promulgated under the Securities Act (each, a “Disqualification Event”) is applicable to such Covered Member or any of its Subsidiaries or such Covered Member’s Rule 506(d) Related Parties, except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii), (d)(2)(iii) or (d)(3) is applicable, and (y) to such Person’s knowledge, resulting from any breach none of the foregoing representations and warranties by Disqualification Events is applicable to such Covered Member’s initial designee named in Section 5.2(a), if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii), (d)(2)(iii) or (d)(3) is applicable.

Member Representations and Warranties. Each As of the date hereof, each of the Members hereby makes each of the representations and warranties applicable to such Member hereby represents as set forth in this Section 16.22.2. Such representations and warrants that warranties shall survive the execution of this Agreement. (a) such Such Member is a corporation duly organized or a partnership or limited liability company duly formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation and has all requisite the corporate, partnership or company power and authority to execute, deliver own its property and carry on its business as owned and carried on at the date hereof and as contemplated hereby. Such Member is duly licensed or qualified to do business and in good standing in each of the jurisdictions in which the failure to be so licensed or qualified would have a material adverse effect on its ability to perform its obligations under this Agreement; (b) hereunder. Such Member has the execution corporate, partnership or company power and delivery of authority to execute and deliver this Agreement by such Memberand to perform its obligations hereunder, and the execution, delivery and 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 authorized by such Member and all necessary corporate, partnership or company action. This Agreement 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 Member. (b) Neither 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 or performance of this Agreement nor the consummation by such Member of this Agreement, or the consummation of the transactions contemplated herebyhereby (i) materially conflicts with, materially violates or results in a material breach of any of the terms, conditions or provisions of any law, regulation, order, writ, injunction, decree, determination or award of any court, any governmental department, board, agency or instrumentality, domestic or foreign, or any arbitrator, applicable to such Member, (ii) conflicts with, violates, results in a breach of or constitutes a default under any of the terms, conditions or provisions of the articles of incorporation, bylaws, partnership agreement or operating agreement of such Member, (iii) materially conflicts with, materially violates, results in a material breach of or constitutes a material default under any material agreement or instrument to which such Member is a party or by which such Member is bound or to which any of its properties or assets is subject, (iv) materially conflicts with, materially violates, results in a material breach of or constitutes a material default under (whether with notice or lapse of time or both), accelerates or permits the acceleration of the performance required by, gives to others any material interests or material rights or requires any consent, authorization or approval under any indenture, mortgage or lease to which such Member is a party or by which such Member or any of their properties or assets is or may be bound or (iv) results in the creation or imposition of any lien upon any of the properties or assets of such Member. (c) There are no actions, suits, proceedings or investigations pending, or, to the knowledge of such Member, threatened against or affecting such Member or any of their properties, assets or businesses in any court or before or by any governmental department, board, agency or instrumentality, domestic or foreign, or any arbitrator which could, if adversely determined (or, in the case of an investigation could, in such Member’s reasonable judgment, lead to any action, suit or proceeding which if adversely determined could) reasonably be expected to materially impair such Member’s ability to perform its obligations under this Agreement; (e) such Member has not received any currently effective notice of any default, and, to the knowledge of such knowledge Member, is not in default, under any applicable order, writ, injunction, decree, permit, determination or award of any court, any governmental department, board, agency or instrumentality, domestic or foreign, or any arbitrator which could reasonably be expected to materially impair such Member’s ability to perform its obligations under this Agreement. (d) Such Member is acquiring its Membership Interest based upon its own investigation, and experience the exercise by such Member of its rights and the performance of its obligations under this Agreement will be based upon its own investigation, analysis and expertise. Such Member is a sophisticated investor possessing an expertise in financial and business matters and is capable of evaluating analyzing the merits benefits and risks of an investment in the Company and making an informed investment decision associated 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 acquiring investments that are similar 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 acquisition of its Subsidiaries or such Covered Person, resulting from any breach of the foregoing representations and warranties by such MemberMembership Interest.

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 Community Member hereby represents and warrants that as of the Closing Date that: (a) such Community Member is a corporation duly organized, validly existing and in good standing under the laws of the State of North Dakota and has all requisite power and authority and licenses to executeown or lease its property and to carry on its business as it is now being conducted. The execution, deliver delivery and perform its obligations under this Agreement; (b) the execution and delivery performance of this Agreement by such Member, the performance of its obligations hereunder and the consummation by it of the transactions contemplated hereby Community Member have been duly and validly authorized by all requisite proper action on the part of Community Member, and are within its powers and will not conflict with or be in accordance with applicable Law; (c) this violation of Community Member's organizational documents. This Agreement has been duly executed and delivered by such Member and constitutes the legal, valid and binding obligation of such Member Community Member, enforceable against it Community Member in accordance with its terms. (b) The performance of this Agreement by Community Member will not violate or result in a breach of, except constitute a default under, give rise to any right of acceleration or termination under any law or any contract, agreement, note, bond, license, indenture, mortgage, lease agreement or other instrument or obligation to which Community Member is a party or by which it is bound or affected or violate any rule or regulation of any administrative agency, or order, writ, injunction, judgment or decree of any court, administrative agency or governmental body applicable to it. (c) Community Member has obtained and kept in force all material governmental licenses and permits necessary to conduct its business 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; it is now being conducted. (d) The balance sheet of Community Member or its affiliate group provided to Xxxxx Fargo Member and the related statements of earnings, stockholders' equity and changes in financial position for the year provided, with notes thereto, reported upon or reviewed by independent certified public accountants, present fairly the financial position of Community Member or its affiliate group as of the date thereof and the results of operations, stockholders' equity and changes in financial position thereof for the year then ended, in accordance with GAAP applied on a consistent basis throughout such period. (e) Except as has been disclosed in writing to Xxxxx Fargo Member, Community Member is not a party to any pending or, to the best knowledge of Community Member, threatened, claim, action suit, investigation or proceeding, nor is subject to any order, judgment or decree which may have a materially adverse effect on the Community Member's assets or business as currently conducted. (f) There are no filing with, claims for brokerage or authorization, consent other commissions or approval of, any Person is required to be made finder's or obtained other similar fees in connection with the authorization, execution, delivery and performance transactions covered 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 insofar as such claims shall be based on arrangements or agreements made by or on behalf of Community Member, and the Exchange Agreement. Each Community Member hereby agrees to indemnify the Company and each Covered Person hold harmless Xxxxx Fargo Member from and against any Loss suffered or incurred by the Companyall liabilities, any of its Subsidiaries or such Covered Personcosts, resulting damages and expenses from any breach of the foregoing representations and warranties by such Memberclaim.

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.]

Member Representations and Warranties. Each By executing this Agreement, each Member hereby represents and warrants to the Company and acknowledges that, as of the date of such Member’s execution of this Agreement or a Joinder Agreement and as of the date that any Additional Member is admitted as a Member of the Company, and as of any subsequent date on which any Member makes a Capital Contribution to the Company: (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 4859-2554-6723 v.3 knowledge and experience in financial and business matters and that such Member is capable of evaluating the merits and risks of an investment in the Company and making an informed investment decision with respect thereto; (fb) such Member is able to bear the economic and financial risk of an investment in the Company for an indefinite period of timetime and understands that such Member has no right (other than as specifically set forth in this Agreement) to resign or have its Units repurchased by the Company; (gc) such Member acquired and is holding interests acquiring any Units in the Company for such Member’s own account, for investment purposes only and not with a view to, or for resale in connection with, any distribution to the publicpublic or public offering thereof; and (hd) such Member is aware understands that (i) the interests in the Company Units have not been registered with the U.S. Securities and Exchange Commission under the Securities Act, in reliance upon one or more exemptions from the registration requirements of the Securities Act, (ii) any Transfer of such Units is subject to compliance with, or the availability of exemptions from, the registration and qualification requirements of the Securities Act and any applicable state securities Laws Laws, and (iii) the Transfer of any jurisdiction such Units is subject to restrictions on Transfer, purchase options, forfeiture and cannot be disposed of unless they are subsequently registered and/or qualified under applicable securities Laws other obligations and limitations as set forth in this Agreement; and (or there is an exemption therefrome) the execution, delivery and in any event in compliance with the applicable provisions performance of this Agreement by such Member, if applicable, (i) have been duly authorized by all necessary corporate or other action, (ii) do not require such Member to obtain any consent or approval that has not been obtained, and the Exchange (iii) do not contravene or result in a default under any provision of any existing Law applicable to such Member or any provision of such Member’s charter, by-laws or other governing documents (if applicable) or any agreement or instrument to which such Member is a party or by which such Member is bound, except, in each case of clauses (ii) and (iii), as would not reasonably be expected to have a material adverse effect on such Member. In addition, by executing this Agreement or a Joinder Agreement. Each , each Covered Member hereby agrees represents and warrants to indemnify the Company and each acknowledges that, as of the date such Covered Person against Member is admitted as a Member, and as of any Loss suffered or incurred by subsequent date on which any Covered Member makes a Capital Contribution to the Company: (x) none of the “bad actor” disqualifying events described in Rule 506(d)(1)(i) through (viii) promulgated under the Securities Act (each, a “Disqualification Event”) is applicable to such Covered Member or any of its Subsidiaries or such Covered Member’s Rule 506(d) Related Parties, except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii), (d)(2)(iii) or (d)(3) is applicable, and (y) to such Person’s knowledge, resulting from any breach none of the foregoing representations and warranties by Disqualification Events is applicable to such Covered Member’s initial designee named in Section 5.2(a), if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii), (d)(2)(iii) or (d)(3) is applicable.

Member Representations and Warranties. Each Member ------------------------------------- hereby represents and warrants that to the Company and acknowledges 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; (ei) 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; (fii) such Member is able to bear the economic and financial risk of an investment in the Company for an indefinite period of time; (giii) such Member acquired and is holding acquiring interests in the Company for investment only and not with a view to, or for resale in connection with, any distribution to the publicpublic or public offering thereof; and (hiv) such Member is aware that the interests in the Company have not been registered under the securities Laws 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) laws and in any event in compliance with the applicable provisions of this Agreement have been complied with; (v) the execution, delivery and performance of this Agreement have been duly authorized by such Member and do not require such Member to obtain any consent or approval that has not been obtained and do not contravene or result in a default under any provision of any law or regulation applicable to such Member or other governing documents or any agreement or instrument to which such Member is a party or by which such Member is bound, (vi) the Exchange Agreement. Each determination of such Member hereby agrees to indemnify purchase interests in the Company has been made by such Member independent of any other Member and independent of any statements or opinions as to the advisability of such purchase or as to the properties, business, prospects or condition (financial or otherwise) of the Company and each Covered Person against any Loss suffered or incurred by the Company, any of its Subsidiaries which may have been made or given by any other Member or by any agent or employee of any other Member and (vii) this Agreement is valid, binding and enforceable against such Covered Person, resulting from any breach of the foregoing representations and warranties by such MemberMember in accordance with its terms.

Member Representations and Warranties. Each Community Member hereby represents and warrants that as of the Closing Date that: (a) such Community Member is a corporation duly organized, validly existing and in good standing under the laws of the State of North Dakota and has all requisite power and authority and licenses to executeown or lease its property and to carry on its business as it is now being conducted. The execution, deliver delivery and perform its obligations under this Agreement; (b) the execution and delivery performance of this Agreement by such Member, the performance of its obligations hereunder and the consummation by it of the transactions contemplated hereby Community Member have been duly and validly authorized by all requisite proper action on the part of Community Member, and are within its powers and will not conflict with or be in accordance with applicable Law; (c) this violation of Community Member’s organizational documents. This Agreement has been duly executed and delivered by such Member and constitutes the legal, valid and binding obligation of such Member Community Member, enforceable against it Community Member in accordance with its terms. (b) The performance of this Agreement by Community Member will not violate or result in a breach of, except constitute a default under, give rise to any right of acceleration or termination under any law or any contract, agreement, note, bond, license, indenture, mortgage, lease agreement or other instrument or obligation to which Community Member is a party or by which it is bound or affected or violate any rule or regulation of any administrative agency, or order, writ, injunction, judgment or decree of any court, administrative agency or governmental body applicable to it. (c) Community Member has obtained and kept in force all material governmental licenses and permits necessary to conduct its business 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; it is now being conducted. (d) The balance sheet of Community Member or its affiliate group provided to Xxxxx Fargo Member and the related statements of earnings, stockholders’ equity and changes in financial position for the year provided, with notes thereto, reported upon or reviewed by independent certified public accountants, present fairly the financial position of Community Member or its affiliate group as of the date thereof and the results of operations, stockholders’ equity and changes in financial position thereof for the year then ended, in accordance with GAAP applied on a consistent basis throughout such period. (e) Except as has been disclosed in writing to Xxxxx Fargo Member, Community Member is not a party to any pending or, to the best knowledge of Community Member, threatened, claim, action suit, investigation or proceeding, nor is subject to any order, judgment or decree which may have a materially adverse effect on the Community Member’s assets or business as currently conducted. (f) There are no filing with, claims for brokerage or authorization, consent other commissions or approval of, any Person is required to be made finder’s or obtained other similar fees in connection with the authorization, execution, delivery and performance transactions covered 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 insofar as such claims shall be based on arrangements or agreements made by or on behalf of Community Member, and the Exchange Agreement. Each Community Member hereby agrees to indemnify the Company and each Covered Person hold harmless Xxxxx Fargo Member from and against any Loss suffered or incurred by the Companyall liabilities, any of its Subsidiaries or such Covered Personcosts, resulting damages and expenses from any breach of the foregoing representations and warranties by such Memberclaim.

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 and acknowledges to the Company that the Membership Interests being acquired in connection herewith are being acquired for such Member's own account for investment purposes only and not with a view to, or with any present intention of, distributing or reselling any of such Membership Interests. The Member acknowledges and agrees that the Membership Interests have not been registered under the Securities Act or under any state securities laws, and that the Membership Interests may not be, directly or indirectly, sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act and applicable state securities laws, except pursuant to an available exemption from such registration. The Member also acknowledges and agrees that neither the SEC nor any securities commission or other governmental authority has (ai) such Member has all requisite power and authority to executeapproved the transfer of the Membership Interests or passed upon or endorsed the merits of the transfer of the Membership Interests, 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; or (eii) such confirmed the accuracy of, determined the adequacy of, or reviewed this Agreement. The Member has such knowledge knowledge, sophistication and experience in financial financial, tax and business matters in general, and investments in securities in particular, that it is capable of evaluating the merits and risks of an this investment in the Company Membership Interests, and making the Member has made such investigations in connection herewith as they deemed necessary or desirable so as to make an informed investment decision with respect thereto; (f) such Member is able to bear the economic and financial risk of an investment in without relying upon 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, legal or for resale in connection with, any distribution tax advice related to the public; and (h) such this investment. The Member is aware that an "accredited investor" within the interests in the Company have not been registered meaning of Rule 501 promulgated 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.Securities Act

Member Representations and Warranties. Each Member hereby represents and warrants to and acknowledges to the Company that the Membership Interests being acquired in connection herewith are being acquired for such Member's own account for investment purposes only and not with a view to, or with any present intention of, distributing or reselling any of such Membership Interests. The Member acknowledges and agrees that the Membership Interests have not been registered under the Securities Act or under any state securities laws, and that the Membership Interests may not be, directly or indirectly, sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act and applicable state securities laws, except pursuant to an available exemption from such registration. The Member also acknowledges and agrees that neither the SEC nor any securities commission or other governmental authority has (ai) such Member has all requisite power and authority to executeapproved the transfer of the Membership Interests or passed upon or endorsed the merits of the transfer of the Membership Interests, 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; or (eii) such confirmed the accuracy of, determined the adequacy of, or reviewed this Agreement. The Member has such knowledge knowledge, sophistication and experience in financial financial, tax and business matters in general, and investments in securities in particular, that it is capable of evaluating the merits and risks of an this investment in the Company Membership Interests, and making the Member has made such investigations in connection herewith as they deemed necessary or desirable so as to make an informed investment decision with respect thereto; (f) such Member is able to bear the economic and financial risk of an investment in without relying upon 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, legal or for resale in connection with, any distribution tax advice related to the public; and (h) such this investment. The Member is aware that an "accredited investor" within the interests in the Company have not been registered meaning of Rule 501 promulgated 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.Securities Act SECTION 4 ALLOCATIONS AND DISTRIBUTIONS

Member Representations and Warranties. Each Member hereby represents and warrants that warrants, severally and not jointly, to the Company and to the other Member as follows: (a) such The Member has possesses all requisite capacity, power and authority necessary to execute, deliver enter into this Agreement and perform its obligations under this Agreement; to carry out the terms and provisions hereof and the transactions contemplated hereby. (b) the The execution and delivery of this Agreement by such MemberAgreement, and the performance by the Member of its obligations hereunder and the consummation by it of the transactions contemplated hereby hereunder, 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 the Board of Directors or other similar governing body of the Member and constitutes upon due authorization, execution and delivery by the legalother parties, will constitute the valid and legally binding obligation agreement of such Member the Member, enforceable against it in accordance with its termsterms against the Member, except as enforcement may be limited by applicable (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium and or other similar Laws laws affecting or relating to creditors’ rights generally or (ii) the rights of creditors generally, and the rules governing availability of specific performance, injunctive relief or other equitable remedies; remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law. (dc) no filing with, or authorization, consent or approval of, any Person is required to be made or obtained in connection with the authorization, The execution, delivery and performance by such Member of this AgreementAgreement by the Member does not and will not result in a breach of any of the terms, conditions or provisions of, or constitute a default under, any material indenture, mortgage, deed of trust, credit agreement, note or other evidence of indebtedness, lease or other agreement, license, permit, franchise or certificate, to which the consummation Member is a party or by which it is bound or to which any of its properties are subject, or require any authorization or approval under or pursuant to any of the transactions contemplated hereby; foregoing, or violate the Organizational Documents of the Member, or violate in any material respect any statute, regulation, law, order, writ, injunction or decree to which the Member is subject. (ed) The Member understands that the Units have not been, and any New Units issued pursuant to this Agreement will not be (unless otherwise agreed by the parties), registered under the Securities Act and, if and to the extent the Securities Act applies, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available and pursuant to registration or qualification (or exemption therefrom) under applicable state securities laws. The Member has such knowledge and experience in financial and business matters and that it is capable of evaluating the Company and the merits and risks of an investment in the Company Units, and making an informed investment decision with respect thereto; (f) such the Member is able has the ability to bear the economic and financial risk of an its investment in the Units. The Member has been given the opportunity to ask questions of, and receive answers from, the Company for an indefinite period of time; (g) concerning the terms and conditions of, and other matters pertaining to, this investment, and has had access to such Member acquired financial and is holding interests other information concerning the Company as it has considered necessary to make a decision to invest in the Company for investment only and not with a view to, or for resale in connection with, any distribution has availed itself of this opportunity to the public; and (h) such Member is aware that full extent desired. Notwithstanding the interests in foregoing, nothing herein shall affect 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 Memberof the Company or Cinergy in the Investment Agreement.