Common use of Member Representations Clause in Contracts

Member Representations. Each Member represents and warrants as to itself only that: (a) it has full power and authority to enter into and perform this Agreement, and this Agreement constitutes a valid and binding agreement of the Member; (b) it has acquired the Common Units for its own account, for investment only, and not with a view to the sale or distribution of those Common Units or any portion of those Common Units; (c) it is an “accredited investor” as defined in Rule 501(a) promulgated under the Securities Act of 1933, as amended, and all rules and regulations promulgated thereunder, as the same may be amended from time to time (the “Securities Act”), and that an investment in the Company is speculative and involves certain risks and that the Member could lose its entire investment in the Company; (d) it understands that the offer and sale of the Common Units have not been registered under the Securities Act or under the securities act of any state on the basis that the sale provided hereunder is exempt from the registration provisions thereof and the Common Units may not be transferred, sold, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act and any other provisions of applicable state securities laws or pursuant to an applicable exemption therefrom; (ii) the Common Units must be held indefinitely and the Member must continue to bear the economic risk of the investment in the Common Units unless the offer and sale of the Common Units are subsequently registered under the Securities Act and all applicable state securities laws or an exemption from such registration is available; and (iii) there is no established market for the Common Units and it is not anticipated that there will be any public market in the foreseeable future; and (e) it (i) is an informed and sophisticated purchaser, and has engaged advisors, experienced in investments in companies like Midway; (ii) has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement (including, without limitation, reviewing copies of the filings of Midway with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, and all rules and regulations promulgated thereunder, as the same may be amended from time to time).

Member Representations. Each Member represents and warrants as to itself only thatIf such party is a Member: (ai) it has full power such Member is receiving the Units issued to such Member solely for such Member’s own account and authority to enter into and perform this Agreementwith no intention of distributing or reselling such Units or any part thereof, and this Agreement constitutes a valid and binding agreement or interest therein, in any transaction that would be in violation of the MemberSecurities Act, or any other federal or state securities laws; (bii) it has acquired the Common Units for its own account, for investment only, and not with a view to the sale or distribution of those Common Units or any portion of those Common Units; such Member is either (ci) it is an “accredited investor” (as such term is defined in Regulation D under the Securities Act), or (ii) an employee of or consultant to the Group Companies and received its Units in accordance with Rule 501(a) 701 promulgated under the Securities Act Act; (iii) such Member understands the full nature and risk of 1933, as amended, and all rules and regulations promulgated thereunder, as the same may be amended from time to time (the “Securities Act”), and that an investment in the Units and further acknowledges that it has had access to the books and records of the Company, is generally familiar with the business conducted by the Company is speculative has had an opportunity to ask questions concerning the Group Companies; (iv) such Member understands and involves certain risks agrees that (x) the Units are being acquired by such Member in a transaction not involving any public offering within the meaning of the Securities Act, in reliance on an exemption therefrom, (y) the Units have not been, and will not be, approved or disapproved by the Securities and Exchange Commission or by any other federal or state agency, and that no such agency has passed on the accuracy or adequacy of disclosures made to such Member could lose by the Company or any of its entire Affiliates and (z) no federal or state governmental agency has passed on or made any recommendation or endorsement of the Units or an investment in the Company;; and (dv) it such Member understands and acknowledges that (x) the offer and sale of the Common Units have not been and will not be registered under the Securities Act Act, or under the securities act laws of any state on state, (y) unless the basis that the sale provided hereunder is exempt from the registration provisions thereof and the Common Units are so registered, they may not be transferredoffered, sold, offered for sale, pledged, hypothecated transferred or otherwise disposed of without except pursuant to an exemption from, or in a transaction not subject to, the registration under requirements of the Securities Act and any other provisions of applicable state securities laws of any state or pursuant to an applicable exemption therefrom; (ii) the Common Units must be held indefinitely and the Member must continue to bear the economic risk of the investment in the Common Units unless the offer and sale of the Common Units are subsequently registered under the Securities Act and all applicable state securities laws or an exemption from such registration is available; foreign jurisdiction and (iiiz) there is no established market for the Common Units and it is will not anticipated that there will be any public trading market for Units, and as a result, such Member may be unable to sell or dispose of his, her or its interest in the foreseeable future; and (e) it (i) is an informed and sophisticated purchaser, and has engaged advisors, experienced in investments in companies like Midway; (ii) has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement (including, without limitation, reviewing copies of the filings of Midway with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, and all rules and regulations promulgated thereunder, as the same may be amended from time to time)Company.

Member Representations. Each Member represents and warrants as of the Members hereby makes the following representation to itself only thatthe other Members: (a) it has full power and authority to enter into and perform this Agreement, and this Agreement constitutes a valid and binding agreement of The Member is acquiring the Units for investment for the Member; (b) it has acquired the Common Units for its ’s own account, for investment onlynot as a nominee or agent, and not with a the view to, or for resale in connection with any distribution thereof. The Member understands that the Units to the sale or distribution of those Common Units or any portion of those Common Units; (c) it is an “accredited investor” as defined in Rule 501(a) promulgated be purchased have not been, and will not be registered under the Securities Act of 1933, as amended, and all rules and regulations promulgated thereunder, as 1933 (1933 Act) or the same may be amended from time to time (the “Securities Act”), and that an investment in the Company is speculative and involves certain risks and that the Member could lose its entire investment in the Company; (d) it understands that the offer and sale securities laws of the Common Units have not been registered under the Securities Act or under the securities act State of any state on the basis that the sale provided hereunder is exempt Vermont by reason of a specific exemption from the registration provisions thereof of the 1933 Act and the Common applicable state securities laws, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Member’s representations as expressed herein. The Member is acquiring the Units may without expectation, desire or need for resale and not with the view toward distribution, resale, subdivision or fractionalization of the Units. (b) The Member understands that the Units cannot be transferred, sold, offered for sale, pledged, hypothecated or otherwise disposed of without registration resold in a transaction to which the 1933 Act and the state securities laws apply unless (i) subsequently registered under the Securities 1933 Act and any other provisions of applicable state securities laws or pursuant to an applicable exemption therefrom; (ii) exemptions from such registrations are available. The Member is aware of the Common provisions of SEC Rule 144 promulgated under the 1933 Act, which permits limited resale of Units must be held indefinitely purchased in a private transaction subject to the satisfaction of certain conditions. (c) The Member understands that no public market now exists for the Units and that it is unlikely that a public market will ever exist for the Units. (d) The Member must continue understands that any certificates issued to represent ownership of the Units will in addition to the legend required by Article 4.4 bear the economic risk of the investment in the Common Units unless the offer and sale of the Common Units are subsequently registered under the Securities Act and all applicable state securities laws or an exemption from such registration is available; and following legend: THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE COMPANY WILL NOT TRANSFER THIS CERTIFICATE UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION COVERING THE UNITS REPRESENTED BY THIS CERTIFICATE UNDER THE SECURITIES ACT OF 1933 AND ALL APPLICABLE STATE SECURITIES LAWS, (ii) IT FIRST RECIEVES A LETTER FROM AN ATTORNEY, ACCEPTABLE TO THE MANAGERS OR THEIR AGENTS, STATING THAT IN THE OPINION OF THE ATTORNEY THE PROPOSED TRANSER IS EXEMPT FROM REGISTRATION UNDER THE SECUITIES ACT OF 1933 AND UNDER ALL APPLICABLE STATE SECURITIES LAWS, OR (iii) there is no established market for the Common Units and it is not anticipated that there will be any public market in the foreseeable future; and (e) it (i) is an informed and sophisticated purchaser, and has engaged advisors, experienced in investments in companies like Midway; (ii) has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement (including, without limitation, reviewing copies of the filings of Midway with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, and all rules and regulations promulgated thereunder, as the same may be amended from time to time)THE TRANSFER IS MADE PURSUANT TO SEC RULE 144 UNDER THE SECUITIES ACT OF 1933.

Member Representations. Each Member Member, by executing this Agreement, hereby represents and warrants as to itself only thatthe Company and to each Member that such Member: (a) it has full power 11.2.1 is empowered and authority duly authorized to enter into and perform this Agreement, and this Agreement constitutes a valid under every applicable governing document, partnership agreement, trust instrument, pension plan, charter, certificate of incorporation, bylaw provision or the like. The person, if any, signing this Agreement on behalf of each Member is empowered and binding agreement duly authorized to do so by the governing document or trust instrument, pension plan, charter, certificate of incorporation, bylaw provision, board of directors or stockholder resolution or the Memberlike. 11.2.2 Is aware that the acquisition of his Membership Interest in the Company has not been registered under the Securities Act of 1933, as amended (the “1933 Act”), or registered or qualified under the securities laws of any state; 11.2.3 Is acquiring the Membership Interest in his or her own name and solely for his or her own account (bor for a trust account if a trustee) it has acquired and not for the Common Units account of any other person; 11.2.4 Is acquiring his or her Membership Interest for its own account, for the purpose of investment only, and not with a view to the or for sale or in connection with any distribution of those Common Units or any portion of those Common Unitssuch Membership Interest; (c) it 11.2.5 Understands that any Disposition of his or her Membership Interest is an “accredited investor” as defined limited by this Agreement and in Rule 501(a) promulgated any event may not be effected unless the Disposition is registered and qualified under the Securities Act of 1933, as amended, and all rules and regulations promulgated thereunder, as the same may be amended from time to time (the “Securities Act”), and appliable 11.2.6 Understands that an investment any certificate or other document which evidences his or her Membership Interest in the Company is speculative and involves certain risks and may bear one or more restrictive legends stating that the Member could lose its entire investment in the Company; (d) it understands that the offer and sale of the Common Units have Membership Interest evidenced therein has not been registered under the Securities 1933 Act or qualified under any securities laws; 11.2.7 Is capable of evaluating, through his or her own knowledge and experience in financial and business matters, the securities act merits and risks of any state on the basis that the sale provided hereunder is exempt from the registration provisions thereof this investment and the Common Units may not be transferred, sold, offered for sale, pledged, hypothecated of protecting his or otherwise disposed of without registration under the Securities Act and any other provisions of applicable state securities laws or pursuant to an applicable exemption therefrom; (ii) the Common Units must be held indefinitely and the Member must continue her own interest in connection with this investment; 11.2.8 Is able to bear the economic risk of the investment loss of his or her Membership Interest; 11.2.9 Acknowledges that the Company has given the opportunity to obtain any information and ask questions concerning the Company, Membership Interest in the Common Units unless Company, and his or her investment, and to the offer extent that he or she availed himself or herself of that opportunity, he or she has received from the Company satisfactory information and sale of the Common Units are subsequently registered under the Securities Act and all applicable state securities laws or an exemption from such registration is available; and (iii) there is no established market for the Common Units and it is not anticipated that there will be any public market in the foreseeable futureanswers; and (e) it (i) is an informed 11.2.10 Acknowledges that the Company and sophisticated purchaser, and has engaged advisors, experienced in investments in companies like Midway; (ii) has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to each Member are relying on the execution, delivery and performance of this Agreement (including, without limitation, reviewing copies of the filings of Midway with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, and all rules and regulations promulgated thereunder, as the same may be amended from time to time)foregoing representations.

Member Representations. Each Member acknowledges, agrees and represents to the Company and warrants as to itself only that: each other Member that (a) it has full power and authority is an "accredited investor," as that term is defined in Regulation D to enter into and perform this Agreementthe Securities Act of 1933, and this Agreement constitutes a valid and binding agreement of the Member; (b) it either (i) has acquired a preexisting business relationship with the Common Units for Company or any of its partners, officers, directors or controlling persons or (ii) by reason of its business or financial experience or the business or financial experience of its professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly, has the capacity to protect its own accountinterests in connection with an investment in the Company, (c) it has been furnished with all documents and additional information requested by it for the purpose of evaluating whether an investment in the Company is suitable for the Member, (d) in evaluating an investment in the Company, the Member has consulted with its own investment, legal and tax advisors and has independently concluded that an investment by the Member in the Company is appropriate in light of its overall investment objectives and financial situation, (e) the Member has adequate means of providing for current needs and contingencies, has no need for liquidity with respect to its investment in the Company and is able to bear the economic risk of a loss of the Member's entire investment in the Company, (f) the Member is purchasing its interest for the Member's own account for investment only, and not with a view to the sale or for resale in connection with any distribution of those Common Units or any portion of those Common Units; (c) it is an “accredited investor” as defined in Rule 501(a) promulgated under the Securities Act of 1933, as amendedsuch security, and all rules and regulations promulgated thereunder, as the same may be amended from time to time (the “Securities Act”), and that an investment in the Company is speculative and involves certain risks and that g) the Member could lose its entire investment understands there are no guarantees or assurances of any economic or other benefits that may accrue by virtue of holding an interest in the Company; (d) it understands . Each Member further acknowledges, agrees and represents that the offer and sale of the Common Units have not been registered under the Securities Act or under the securities act of any state on the basis that the sale provided hereunder is exempt from the registration provisions thereof and the Common Units may not be transferred, sold, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act and any other provisions of applicable state securities laws or pursuant to an applicable exemption therefrom; (ii) the Common Units must be held indefinitely and the Member must continue to bear the economic risk of the investment in the Common Units unless the offer and sale of the Common Units are subsequently registered under the Securities Act and all applicable state securities laws or an exemption from such registration is available; and (iii) there is no established market for the Common Units and it is not anticipated that there will be relying on legal counsel of any public market other Member in the foreseeable future; and (e) it (i) is an informed and sophisticated purchaser, and has engaged advisors, experienced in investments in companies like Midway; (ii) has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of reviewing this Agreement (includingand in deciding whether to invest as a Member. In this connection, without limitationthe Members acknowledge and agree that Xxxxxx & Xxxxxxx has represented solely Tejon in putting together this Agreement and that, reviewing copies although Xxxxxx & Xxxxxxx will continue to represent Tejon and certain of the filings of Midway with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, and all rules and regulations promulgated thereunder, as the same may be amended its Affiliates on various matters from time to time), all Members consent to the representation by Xxxxxx & Xxxxxxx of the Company from time to time. All Members further acknowledge and agree that Xxxxxx & Xxxxxxx may rely upon the statements made to it, and the instructions given it, by Tejon, Xxxxxxx or any of their respective agents or representatives without any duty of inquiry as to the Person's authority to do. The Members further acknowledge and agree that Xxxxxx Xxxxxx & Xxxxxxx has represented solely Xxxxxxx in putting together this Agreement and that, although Xxxxxx Xxxxxx & Xxxxxxx will continue to represent Xxxxxxx and certain of its Affiliates on various matters from time to time, all Members consent to the representation by Xxxxxx Xxxxxx & Xxxxxxx of the Company from time to time. All Members further acknowledge and agree that Xxxxxx Xxxxxx & Xxxxxxx may rely upon the statements made to it, and the instructions given it, by Tejon, Xxxxxxx or any of their respective agents or representatives without any duty of inquiry as to the Person's authority to do.

Member Representations. Each Member represents and warrants as to itself only that: (a) it has full power and authority to enter into and perform this Agreement, and this Agreement constitutes a valid and binding agreement of the Member; (b) it has acquired the Common Units for its own account, for investment only, and not with a view to the sale or distribution of those Common Units or any portion of those Common Units; (c) it is an “accredited investor” as defined in Rule 501(a) promulgated under the Securities Act of 1933, as amended, and all rules and regulations promulgated thereunder, as the same may be amended from time to time (the “Securities Act”), and that an investment in the Company is speculative and involves certain risks and that the Member could lose its entire investment in the Company; (d) it understands that the offer and sale of the Common Units have not been registered under the Securities Act or under the securities act of any state on the basis that the sale provided hereunder is exempt from the registration provisions thereof and the Common Units may not be transferred, sold, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act and any other provisions of applicable state securities laws or pursuant to an applicable exemption therefrom; (ii) the Common Units must be held indefinitely and the Member must continue to bear the economic risk of the investment in the Common Units unless the offer and sale of the Common Units are subsequently registered under the Securities Act and all applicable state securities laws or an exemption from such registration is available; and (iii) there is no established market for the Common Units and it is not anticipated that there will be any public market in the foreseeable future; and; (e) it (i) is an informed and sophisticated purchaser, and has engaged advisors, experienced in investments in companies like Midway; (ii) has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement (including, without limitation, reviewing copies of the filings of Midway with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, and all rules and regulations promulgated thereunder, as the same may be amended from time to time); and (f) it acknowledges that East Rock Capital GP, LLC nor any of the ER members shall be deemed to be an investment advisor to any other member of the Company or to the Company, nor to be providing any investment advice of any kind to any other member of the Company or to the Company, nor owe any rights or duties, whether fiduciary or otherwise, to any other member of the Company or to the Company, including without limitation, pursuant to the terms of the Investment Advisers Act of 1940, as amended or pursuant to the Act.

Member Representations. Each Member acknowledges, agrees and represents to the Company and warrants as to itself only that: each other Member that (a) it has full power and authority to enter into and perform this Agreement, and this Agreement constitutes a valid and binding agreement of the Member; (b) it has acquired the Common Units for its own account, for investment only, and not with a view to the sale he or distribution of those Common Units or any portion of those Common Units; (c) it she is an “"accredited investor” ," as that term is defined in Rule 501(a) Regulation D promulgated under the Securities Act Act, (b) he or she either (i) has a preexisting personal or business relationship with the Company or any of 1933its members, as amendedofficers, Managers or controlling Persons or (ii) by reason of his or her business or financial experience or the business or financial experience of his or her professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly, has the capacity to protect his or her own interests in connection with an investment in the Company, (c) he or she has been furnished with all rules documents and regulations promulgated thereunder, as additional information requested by him or her for the same may be amended from time to time (the “Securities Act”), and that purpose of evaluating whether an investment in the Company is speculative and involves certain risks and that suitable for the Member could lose its entire Member, (d) in evaluating an investment in the Company; , the Member has consulted with his or her own investment, legal and tax advisors and has independently concluded that an investment by the Member in the Company is appropriate in light of his or her overall investment objectives and financial situation, (d) it understands that the offer and sale of the Common Units have not been registered under the Securities Act or under the securities act of any state on the basis that the sale provided hereunder is exempt from the registration provisions thereof and the Common Units may not be transferred, sold, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act and any other provisions of applicable state securities laws or pursuant to an applicable exemption therefrom; (iie) the Common Units must be held indefinitely Member has adequate means of providing for current needs and contingencies, has no need for liquidity with respect to his or her investment in the Member must continue Company and is able to bear the economic risk of a loss of the Member's entire investment in the Common Units unless Company, (f) the offer Member is purchasing his or her interest for the Member's own account for investment and sale not with a view to, or for resale in connection with, any distribution of the Common Units are subsequently registered under the Securities Act and all applicable state securities laws or an exemption from such registration is available; security, and (iiig) the Member understands there is are no established market for guarantees or assurances of any economic or other benefits that may accrue by virtue of holding an interest in the Common Units Company. Each Member further acknowledges, agrees and it represents that he or she is not anticipated that there will be relying on legal counsel of any public market other Member in the foreseeable future; and (e) it (i) is an informed and sophisticated purchaser, and has engaged advisors, experienced in investments in companies like Midway; (ii) has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of reviewing this Agreement (includingand in deciding whether to invest as a Member. In this connection, without limitationeach Member acknowledges and agrees that Xxxxxx & Xxxxxxx has represented solely NeoTherapeutics and certain of its Affiliates in putting together this Agreement and that, reviewing copies although Xxxxxx & Xxxxxxx may continue to represent NeoTherapeutics and certain of the filings of Midway with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, and all rules and regulations promulgated thereunder, as the same may be amended its Affiliates on various matters from time to time), all Members consent to the representation by Xxxxxx & Xxxxxxx of the Company from time to time upon its request.