Common use of Member Representations Clause in Contracts

Member Representations. Each Member acknowledges, agrees and ---------------------- represents to the Company and the other Members that (a) he or it is an Accredited Investor, (b) he or it has been furnished with all documents and additional information requested by him or it for the purpose of evaluating whether an investment in the Company is suitable for the Member, (c) in evaluating an investment in the Company, the Member has consulted with his or its own investment and/or legal and/or tax advisor and has independently concluded that an investment by the Member in the Company is appropriate in light of his or its overall investment objectives and financial situation, (d) the Member has adequate means of providing for current needs and contingencies, has no need for liquidity with respect to his or its investment in the Company, and is able to bear the economic risk of a possible loss of the Member's entire investment in the Company, (e) the Member is purchasing his or its interest for the Member's own account for investment, and not with a view to or for resale in connection with any distribution of such security, (f) the Member has extensive experience in business and investments, and (g) the Member understands that there are no guarantees or assurances of any economic or other benefits that may accrue by virtue of holding an interest in the Company. Each Member further acknowledges, agrees and represents that he or it is not relying on any other Member, any officer, director, shareholder, partner, member, affiliate, employee, and/or agent thereof, and/or legal counsel of any other Member, or on any projections and/or representation (or lack thereof) by any of the aforementioned (except as expressly made in this Agreement) in reviewing this Agreement and in deciding whether to invest or participate as a Member.

Member Representations. Each Member acknowledges, agrees and ---------------------- represents to the Company and the each other Members Member that (a) he or it is an Accredited Investor"accredited investor," as that term is defined in Regulation D to the Securities Act of 1933, (b) he it either (i) has a preexisting business relationship with the 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 interests in connection with an investment in the Company, (c) it has been furnished with all documents and additional information requested by him or it for the purpose of evaluating whether an investment in the Company is suitable for the Member, (cd) in evaluating an investment in the Company, the Member has consulted with his or its own investment and/or investment, legal and/or and tax advisor advisors and has independently concluded that an investment by the Member in the Company is appropriate in light of his or its overall investment objectives and financial situation, (de) the Member has adequate means of providing for current needs and contingencies, has no need for liquidity with respect to his or its investment in the Company, Company and is able to bear the economic risk of a possible loss of the Member's entire investment in the Company, (ef) the Member is purchasing his or its interest for the Member's own account for investment, investment and not with a view to or for resale in connection with any distribution of such security, (f) the Member has extensive experience in business and investments, and (g) the Member understands that there are no guarantees or assurances of any economic or other benefits that may accrue by virtue of holding an interest in the Company. Each Member further acknowledges, agrees and represents that he or it is not relying on any other Member, any officer, director, shareholder, partner, member, affiliate, employee, and/or agent thereof, and/or legal counsel of any other Member, or on any projections and/or representation (or lack thereof) by any of the aforementioned (except as expressly made in this Agreement) Member in reviewing this Agreement and in deciding whether to invest or participate as a Member. In this connection, the Members acknowledge and agree that Xxxxxx & Xxxxxxx has represented solely Tejon in putting together this Agreement and that, although Xxxxxx & Xxxxxxx will continue to represent Tejon and certain of 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 acknowledges, agrees and ---------------------- represents to the Company and the each other Members Member that (a) he or it she is an Accredited Investor"accredited investor," as that term is defined in Regulation D promulgated under the Securities Act, (b) he or it she either (i) has a preexisting personal or business relationship with the Company or any of its members, officers, 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 documents and additional information requested by him or it her for the purpose of evaluating whether an investment in the Company is suitable for the Member, (cd) in evaluating an investment in the Company, the Member has consulted with his or its her own investment and/or investment, legal and/or and tax advisor advisors and has independently concluded that an investment by the Member in the Company is appropriate in light of his or its her overall investment objectives and financial situation, (de) the Member has adequate means of providing for current needs and contingencies, has no need for liquidity with respect to his or its her investment in the Company, Company and is able to bear the economic risk of a possible loss of the Member's entire investment in the Company, (ef) the Member is purchasing his or its her interest for the Member's own account for investment, investment and not with a view to to, or for resale in connection with with, any distribution of such security, (f) the Member has extensive experience in business and investments, and (g) the Member understands that there are no guarantees or assurances of any economic or other benefits that may accrue by virtue of holding an interest in the Company. Each Member further acknowledges, agrees and represents that he or it she is not relying on any other Member, any officer, director, shareholder, partner, member, affiliate, employee, and/or agent thereof, and/or legal counsel of any other Member, or on any projections and/or representation (or lack thereof) by any of the aforementioned (except as expressly made in this Agreement) Member in reviewing this Agreement and in deciding whether to invest or participate as a Member. In this connection, each Member acknowledges and agrees that Xxxxxx & Xxxxxxx has represented solely NeoTherapeutics and certain of its Affiliates in putting together this Agreement and that, although Xxxxxx & Xxxxxxx may continue to represent NeoTherapeutics and certain of 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.