Members’ Representations. (i) Each Member represents, warrants and covenants that (which representation, warranty and covenant shall be in addition to and not in lieu of any other representation, warranty and covenant given by such Member to the Company in any other agreement between such Member and the Company):
1. such Member has all requisite power and authority to enter into this Agreement and perform such Member’s obligations hereunder;
(A) this Agreement has been duly and validly executed and delivered by such Member and is enforceable against it, in accordance with its terms, and (B) the performance of such Member’s obligations hereunder shall not conflict or result in the violation of, any agreement, lease, instrument, license, permit or other authorization applicable to such Member;
3. such Member acknowledges that its Units are subject to transfer restrictions and consents that stop transfer instructions in respect of the Units may be issued to any transfer agent, transfer clerk or other agent at any time acting for the Company;
4. such Member acknowledges that purchase of the Units may involve tax consequences. The Member confirms that he or she is not relying on any statements or representations of the Company or any of its agents or legal counsel with respect to the tax and other economic considerations of an investment in the Interests and acknowledges that the Member must retain his or her own professional advisors to evaluate the federal, state and local tax and other economic considerations of an investment in the Interests. The Member also acknowledges that he or she is solely responsible for any of his or her own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement;
5. such Member acknowledges that the Company will review the representations, warranties and covenants contained in this Agreement without making any independent investigation, and that the representations, warranties and agreements made by the Member shall survive the execution and delivery of this Agreement and the purchase of the Units;
6. such Member hereby represents that, except as expressly set forth in this Agreement, no representations or warranties have been made to the Member by the Company or any agent, employee or Affiliate of the Company, and in entering into this transaction, the Xxxxx is not relying on any information other than that which is the result of independent diligence; and
7. such Member acknowledges the risks associat...
Members’ Representations. (i) Each Member represents, warrants and covenants that (which representation, warranty and covenant shall be in addition to and not in lieu of any other representation, warranty and covenant given by such Member to the Company in any other agreement between such Member and the Company):
1. such Member has all requisite power and authority to enter into this Agreement and perform such Member’s obligations hereunder;
2. (A) this Agreement has been duly and validly executed and delivered by such Member and is enforceable against it, in accordance with its terms, and (B) the performance of such Member’s obligations hereunder shall not conflict or result in the violation of, any agreement, lease, instrument, license, permit or other authorization applicable to such Member;
Members’ Representations. Member warrants, represents and agrees that he or she is in good physical condition and has no disability, impairment or ailment preventing him or her from engaging in active or passive exercise or that will be detrimental to his/her health, safety, comfort or physical condition if he/she does so engage or participate. If Member has a history of heart disease or any other potential problem with respect to a health or physical condition, Member shall consult a physician with respect to his or her exercise program before using any of the Health Club equipment, and obtain a written medical release from the treating physician authorizing Member to engage in exercise activity. Member agrees that he or she will not use the Health Club with any open cuts, abrasions, open sores, infections or the like, and that Member shall comply with local public health requirements. Manager shall have the final judgment in this matter, and may deny Member access to the Health Club.
Members’ Representations. Each Member represents and warrants as follows:
(a) It has, during the course of this transaction, had the opportunity to ask questions of, and has received answers from, the Company and its representatives concerning the Company and this transaction.
(b) It is acquiring the Membership Interest for its own account, for investment, and not with a view to any resale or “distribution” thereof within the meaning of the Securities Act.
(c) It understands that because the issuance of the Membership Interest to the Member has not been registered under the Securities Act, it cannot dispose of the Membership Interest or any portion thereof until the Membership Interest has been registered under the Securities Act or an exemption from such registration is available.
(d) It is sufficiently knowledgeable and experienced in financial matters so as to be able to evaluate the risks and merits of its investment in the Company, and it is able to bear the economic risk of loss of its entire investment in the Company. It is an “accredited investor” as such term is defined in Rule 501 promulgated under the Securities Act.
(e) It has been advised that the issuance of the Membership Interest by the Company pursuant to the transactions contemplated in this Agreement has not been registered under the Securities Act or under the “blue sky” Laws of any jurisdiction and that the Company is issuing the Membership Interest to it pursuant to this Agreement in reliance upon, among other things, the representations and warranties of it contained in this Section 3.8.
Members’ Representations. Each party hereto represents to the other as follows:
(a) Such party has the authorization, power, and right to execute, deliver, and fully perform its obligations hereunder in accordance with the terms hereof.
(b) This Agreement does not require any authorization, consent, approval, exemption, or other action by any other party that has not been obtained and does not conflict with or result in the breach of the terms, conditions or provisions of, constitute a default under, or result in a violation of any agreement, instrument, order, judgment or decree to which such party is subject.
Members’ Representations. Each member represents as follows:
Members’ Representations. Each party hereto represents to the other as follows: (a) Such party has the authorization, power, and right to execute, deliver, and fully perform its obligations hereunder in accordance with the terms hereof.
Members’ Representations. The scope of a member’s representations largely will depend upon the relative bargaining power of the prospective joint venturers. If there is competition for a venture member, or if this particular venture presents a particularly attractive opportunity, a member might scale down the representations so as not to adversely affect its ability to close the transaction. In scaling down the representations, consideration must be given to their relative benefit to the other member in terms of the degree and likelihood of exposure and their materiality to the ongoing business operations.
Members’ Representations. Each Member is acquiring the Common Stock for its own account and not with a view to or for distributing or reselling such Common Stock or any part thereof in violation of Securities Act of 1933, as amended (the “1933 Act”), or any applicable state securities law, has no present intention of distributing any of such Common Stock in violation of the 1933 Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other Persons to distribute or regarding the distribution of such Common Stock in violation of the 1933 Act or any applicable state securities law (this representation and warranty not limiting any Member’s right to sell the Common Stock at any time pursuant to any registration statement registering the resale thereof or otherwise in compliance with applicable federal and state securities laws). Each Member is an “accredited investor” as that term is defined in Regulation D promulgated under the 1933 Act. Each Member understands that its investment in the Common Stock involves a high degree of risk. Each Member (i) is able to bear the economic risk of an investment in the Common Stock including a total loss thereof, (ii) has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the proposed investment in the Common Stock and (iii) has had an opportunity to ask questions of and receive answers from the officers of the Parent concerning the financial condition and business of the Parent and others matters related to an investment in the Common Stock. Each Member has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Common Stock. Each Member understands that (i) the Common Stock may not be offered for sale, sold, assigned or transferred unless (A) registered pursuant to the 1933 Act or (B) an exemption exists permitting such Common Stock to be sold, assigned or transferred without such registration; (ii) any sale of the Common Stock made in reliance on Rule 144 under the 1933 Act may be made only in accordance with the terms of Rule 144 under the 1933 Act and further, if Rule 144 under the 1933 Act is not applicable, any resale of the Common Stock under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance w...
Members’ Representations. (i) Each Member represents, warrants and covenants that (which representation, warranty and covenant shall be in addition to and not in lieu of any other representation, warranty and covenant given by such Member to the Company in any other agreement between such Member and the Company):
1. such Member has all requisite power and authority to enter into this Agreement and perform such Member’s obligations hereunder;
