Members’ Acknowledgements, Representations and Waiver. Each of the Members hereby severally, and not jointly, represents and warrants to the Company, the Manager and each of the other members that (i) such Member has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Company and making an informed investment decision with respect thereto; (ii) such Member is able to bear the economic and financial risk of the investment in the Company contemplated hereby for an indefinite period of time; (iii) such Member is acquiring an interest in the Company for investment only and not with a view to, or for resale in connection with, any distribution to the public or any public offering thereof (other than such a distribution or offering which is registered and qualified under applicable federal or state securities laws); (iv) such Member is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act; (v) to the extent the Units have not been registered under the securities laws of any jurisdiction, the same cannot be disposed of, unless they are subsequently registered and/or qualified under applicable securities laws or disposed of pursuant to an applicable exemption from such laws; (vi) the execution, delivery and performance of this Agreement 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 existing law or regulation applicable to it, any provision of its charter, by-laws or other governing documents or any agreement or instrument to which it is a party or by which it is bound. Each Member has had the opportunity to seek the advice of counsel and other personal advisors and acknowledges that neither the Company, the Managers nor any of their respective Affiliates has provided such Member with any advice regarding the tax, economic or other impacts to such Member of the arrangements contemplated hereby.
Members’ Acknowledgements, Representations and Waiver. Each of the Members hereby severally and solely with respect to itself, and not jointly with or with respect to any other Member, represents and warrants to the Company that such Member:
