Common use of Member Representations and Warranties Clause in Contracts

Member Representations and Warranties. Community Member represents and warrants as of the Closing Date that: (a) 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 own or lease its property and to carry on its business as it is now being conducted. The execution, delivery and performance of this Agreement by Community Member have been duly authorized by all proper action on the part of Community Member, and are within its powers and will not conflict with or be in violation of Community Member’s organizational documents. This Agreement constitutes the legal, valid and binding obligation of Community Member, enforceable against 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, 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 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 claims for brokerage or other commissions or finder’s or other similar fees in connection with the transactions covered by this Agreement insofar as such claims shall be based on arrangements or agreements made by or on behalf of Community Member, and Community Member hereby agrees to indemnify and hold harmless Xxxxx Fargo Member from and against all liabilities, costs, damages and expenses from any such claim.

Member Representations and Warranties. Community Member represents and warrants as As of the Closing Date that:date hereof, each of the Members hereby makes each of the representations and warranties applicable to such Member as set forth in this Section 16.22.2. Such representations and warranties shall survive the execution of this Agreement. (a) Community Such Member is a corporation duly organizedorganized or a partnership or limited liability company duly formed, validly existing and in good standing under the laws of the State jurisdiction of North Dakota its incorporation or formation and has all requisite the corporate, partnership or company power and authority and licenses to own or lease its property and to carry on its business as it owned and carried on at the date hereof and as contemplated hereby. Such Member is now being conductedduly 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 hereunder. The Such Member has the corporate, partnership or company power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and the execution, delivery and performance of this Agreement by Community Member have has been duly authorized by all proper action on the part of Community Membernecessary corporate, and are within its powers and will not conflict with partnership or be in violation of Community Member’s organizational documentscompany action. This Agreement constitutes the legal, valid and binding obligation of Community such Member, enforceable against Community Member in accordance with its terms. (b) The Neither the execution, delivery or performance of this Agreement nor the consummation by Community such Member will not violate of the transactions contemplated hereby (i) materially conflicts with, materially violates or result 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, constitute of or constitutes a default under, give rise to any right of acceleration or termination under any law of the terms, conditions or any contractprovisions of the articles of incorporation, agreementbylaws, note, bond, license, indenture, mortgage, lease partnership agreement or other 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 or obligation to which Community such Member is a party or by which it such Member is bound or affected to which any of its properties or violate 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 rule material interests or regulation 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 administrative agencylien 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; such Member has not received any currently effective notice of any default, and, to the knowledge of such Member, is not in default, under any applicable order, writ, injunction, judgment decree, permit, determination or decree award of any court, administrative any governmental department, board, agency or governmental body applicable instrumentality, domestic or foreign, or any arbitrator which could reasonably be expected to it. (c) Community Member has obtained and kept in force all material governmental licenses and permits necessary materially impair such Member’s ability to conduct perform its business as it is now being conductedobligations under this Agreement. (d) The balance sheet of Community Such Member or is acquiring its affiliate group provided to Xxxxx Fargo Member Membership Interest based upon its own investigation, and the related statements exercise by such Member 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 rights and the results performance of operationsits obligations under this Agreement will be based upon its own investigation, stockholders’ equity analysis 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 expertise. Such Member is not a party to any pending or, sophisticated investor possessing an expertise in analyzing the benefits and risks associated with acquiring investments that are similar to the best knowledge acquisition 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 conductedits Membership Interest. (f) There are no claims for brokerage or other commissions or finder’s or other similar fees in connection with the transactions covered by this Agreement insofar as such claims shall be based on arrangements or agreements made by or on behalf of Community Member, and Community Member hereby agrees to indemnify and hold harmless Xxxxx Fargo Member from and against all liabilities, costs, damages and expenses from any such claim.

Member Representations and Warranties. Community Member represents and warrants as of the Closing Date that: (a) 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 own or lease its property and to carry on its business as it is now being conducted. The execution, delivery and performance of this Agreement by Community Member have been duly authorized by all proper action on the part of Community Member, and are within its powers and will not conflict with or be in violation of Community Member’s 's organizational documents. This Agreement constitutes the legal, valid and binding obligation of Community Member, enforceable against 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, 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 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 's assets or business as currently conducted. (f) There are no claims for brokerage or other commissions or finder’s 's or other similar fees in connection with the transactions covered by this Agreement insofar as such claims shall be based on arrangements or agreements made by or on behalf of Community Member, and Community Member hereby agrees to indemnify and hold harmless Xxxxx Fargo Member from and against all liabilities, costs, damages and expenses from any such claim.

Member Representations and Warranties. Community Marketing Member represents and warrants as of the Closing Date that: (a) Community Marketing Member is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the State of North Dakota Nevada and has all requisite power and authority and licenses to own or lease its property and to carry on its business as it is now being conducted. The execution, delivery and performance of this Agreement by Community Marketing Member have been duly authorized by all proper action on the part of Community Marketing Member, and are within its powers and will not conflict with or be in violation of Community Marketing Member’s 's organizational documents. This Agreement constitutes the legal, valid and binding obligation of Community Marketing Member, enforceable against Community Marketing Member in accordance with its terms. (b) The performance of this Agreement by Community Marketing Member will not violate or result in a breach of, 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 Marketing 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 Marketing Member has obtained and kept in force all material governmental licenses and permits necessary to conduct its business as 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 Wells Fargo Member, Community Marketing Member is not a party to any pending or, to xx the best knowledge of Community Marketing 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 Marketing Member’s 's assets or business as currently conducted. (fe) There are no claims for brokerage or other commissions or finder’s 's or other similar fees in connection with the transactions covered by this Agreement insofar as such claims shall be based on arrangements or agreements made by or on behalf of Community Marketing Member, and Community Marketing Member hereby agrees to indemnify and hold harmless Xxxxx Wells Fargo Member from and against all liabilities, costs, damages and expenses axx xxpenses from any such claim.