Common use of Member’s Representations and Warranties Clause in Contracts

Member’s Representations and Warranties. Each Member (severally and not jointly, as to itself) represents and warrants to the Company and the other Members that, as of the date hereof: (a) such Member has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and the execution, delivery, and performance by such Member of this Agreement have been duly authorized by all necessary action; (b) such Member is duly organized and validly existing under the Laws of its jurisdiction of organization; (c) this Agreement has been duly and validly executed and delivered by such Member and constitutes the binding obligation of such Member enforceable against such Member in accordance with its terms, subject to applicable bankruptcy, insolvency or other similar Laws relating to or affecting the enforcement of creditors’ rights generally and to general principles of equity; (d) the execution, delivery, and performance by such Member of this Agreement will not, with or without the giving of notice or the lapse of time, or both, (i) violate any provision of Law to which such Member is subject, (ii) violate any order, judgment, or decree applicable to such Member, or (iii) conflict with, or result in a breach or default under, any Contract to which such Member is a party or any term or condition of its certificate of incorporation or by-laws, certificate of limited partnership or partnership agreement, or certificate of formation or limited liability company agreement, as applicable, except where such conflict, breach or default would not reasonably be expected to, individually or in the aggregate, have a material adverse effect on such Member’s ability to satisfy its obligations hereunder; and (e) no consent, approval, permit, license, order or authorization of, filing with, or notice or other action to, with or by any Governmental Authority or any other Person, is necessary, on the part of such Member to perform its obligations hereunder or to authorize the execution, delivery and performance by such Member of its obligations hereunder, except where such consent, approval, permit, license, order, authorization, filing or notice would not reasonably be expected to, individually or in the aggregate, have a material adverse effect on such Member’s ability to satisfy its obligations hereunder or under any agreement or other instrument to which such Member is a party.

Member’s Representations and Warranties. Each Member (severally and not jointly, as to itself) represents and warrants to the Company and the other Members that, as of the date hereof: (a) such Member has full power understands that (i) an investment in the Membership Interests of the Company involves a high degree of risk, and authority it may lose the entire amount of its investment; (ii) the Membership Interests are illiquid, and such Member must bear the economic risk of an investment in the Membership Interests for an indefinite period of time; (iii) there is no existing public or other market for the Membership Interests, and there can be no assurance as to execute when, or whether, any such market shall develop, or that such Member shall be able to sell or dispose of its Membership Interests; (iv) the Membership Interests have not been registered under the Securities Act or the securities laws of any other jurisdiction, and, except as otherwise expressly provided herein, the Company is under no obligation to, and deliver currently does not intend to, register or qualify the Membership Interests for resale by any such Member or assist such Member in complying with any exemption under the Securities Act or the securities laws of any other jurisdiction; (v) an offer or sale of Membership Interests by any Member in the absence of registration under the Securities Act will require the availability of an exemption thereunder; (vi) a restrictive legend as required by this Agreement shall be placed on the certificates representing the Membership Interests if any such certificates are issued; and (vii) a notation shall be made in the appropriate records of the Company (including on Schedule I) indicating that the Membership Interests are subject to perform its obligations hereunder, and the execution, delivery, and performance by such Member of this Agreement have been duly authorized by all necessary action; restrictions on transfer; (b) such Member is duly organized and validly existing an “accredited investor,” as such term is defined in Regulation D under the Laws of its jurisdiction of organizationSecurities Act; (c) this Agreement has been duly and validly executed and delivered by such Member is acquiring Membership Interests solely for such Member’s own account and constitutes for investment only and not with a view to or for the binding obligation of resale, distribution, subdivision or fractionalization thereof, and such Member enforceable against has no plans to enter into any contract, undertaking, agreement or arrangement for any such Member in accordance with its terms, subject to applicable bankruptcy, insolvency or other similar Laws relating to or affecting the enforcement of creditors’ rights generally and to general principles of equitypurpose; (d) the execution, delivery, and performance by such Member understands and agrees that the Company shall have no obligation to recognize any Person as a Member or to recognize the ownership, beneficial or otherwise, of this Agreement will not, with or without the giving any Membership Interests of notice or the lapse of time, or both, (i) violate any provision of Law to which such Member is subject, (ii) violate any order, judgment, or decree applicable to other than such Member, or (iii) conflict with, or result and that no such Membership Interests shall be transferable except in a breach or default under, any Contract to which such Member is a party or any term or condition of its certificate of incorporation or by-laws, certificate of limited partnership or partnership agreement, or certificate of formation or limited liability company agreement, as applicable, except where such conflict, breach or default would not reasonably be expected to, individually or in the aggregate, have a material adverse effect on such Member’s ability to satisfy its obligations hereunderaccordance with this Agreement; and (e) no consentsuch Member acknowledges that it has been provided with such information as it deems necessary to evaluate the merits and risks of investing in the Membership Interests (including, approvalwithout limitation, permitfinancial and other information regarding the Company), license, order or authorization and has been afforded the opportunity to ask such questions as it deemed necessary of, filing withand to receive answers from, or notice or other action torepresentatives of the Company concerning the merits and risks of investing in the Membership Interests; in making the decision to invest in the Company, with or by any Governmental Authority or any other Person, is necessary, on the part of such Member to perform its obligations hereunder or to authorize has relied solely upon independent investigations and analysis, and has read in full and understands fully the execution, delivery terms and performance by such Member of its obligations hereunder, except where such consent, approval, permit, license, order, authorization, filing or notice would not reasonably be expected to, individually or in the aggregate, have a material adverse effect on such Member’s ability to satisfy its obligations hereunder or under any agreement or other instrument to which such Member is a partyconditions set forth herein.

Member’s Representations and Warranties. Each Member (severally and not jointly, as to itself) hereby represents and warrants to the Company and the other Members that, as of the date hereofof this Contract: (a1) such Member it has full power the capacity and authority to execute and deliver enter into this Agreement Contract and to perform its obligations hereunder, and the execution, delivery, and performance by such Member of this Agreement have been duly authorized by all necessary action; (b) such Member is duly organized and validly existing under the Laws laws of the jurisdiction of its jurisdiction of organizationincorporation; (c2) it is not a party to, bound by or subject to any contract, instrument, charter or by-law provision, statute, regulation, order, judgment, decree or law which would be violated, contravened or breached by, or under which any default would occur as a result of, the execution and delivery by it of this Agreement Contract or the performance by it of any of the terms of this Contract, or which restricts it from entering into this Contract or performing its obligations and abiding by the terms hereunder; (3) it is not a person that is prohibited from establishing enterprises pursuant to the Law on Enterprises; (4) it has been duly and validly authorized, executed and delivered by such Member this Contract and that this Contract constitutes the its legal, valid and binding obligation of such Member enforceable against such Member it in accordance with its terms, subject to applicable bankruptcy, insolvency or other similar Laws relating to or affecting the enforcement of creditors’ rights generally and to general principles of equity; (d5) the execution, delivery, and performance by such Member of this Agreement will not, with it has contributed or without the giving of notice or the lapse of time, or both, (i) violate any provision of Law to transferred assets in a manner which such Member is subject, (ii) violate any order, judgment, or decree applicable to such Member, or (iii) does not conflict with, violate or result in a breach or default underof, any Contract to which such Member is a party of the terms, conditions or provisions of any law, regulation, order, writ, injunction, decree, determination or award of any court, governmental department, board, agency or instrumentality or any term or condition of its certificate of incorporation or by-laws, certificate of limited partnership or partnership agreementarbitrator, or certificate of formation or limited liability company agreement, as applicable, except where such conflict, breach or default would not reasonably be expected to, individually or result in the aggregatecreation or imposition of any lien, have a material adverse effect on charge, security interest or encumbrance of any nature whatsoever upon such Member’s ability to satisfy assets; (6) it freely enters into this Contract and has not and will not hereafter incur any obligations or commitments of any kind which would in any way hinder or interfere with its acceptance or performance of its obligations hereunder; (7) it has carefully read the entire Contract, including its Schedules; and (i) fully understands all of the terms, conditions, restrictions and provisions set forth in this Contract, (ii) agrees that the terms, conditions, restrictions and provisions herein are necessary for the reasonable and proper protection of the Business of the Company and the Members, and (iii) acknowledges that each such term, condition, restriction and provision is fair and reasonable with respect to the subject matter thereof; and (e) no consent, approval, permit, license, order or authorization of, filing with, or notice or other action to, with or by 8) neither it nor any Governmental Authority of its Affiliates or any other Personof their respective officers, is necessarydirectors, management or employees: (a) have breached any Applicable Compliance Laws prior to the Effective Date in connection with the Site or the Project, and in the case of SAILUN the Shared Facilities or the land use rights for the Site or the Sailun Adjacent Land, and it covenants that it will and will procure that its Related Persons act in compliance with all Applicable Compliance Laws on and from the part of such Member to perform Effective Date in connection with the Site, the Project, the Shared Facilities, the Land Use Rights and land use rights for the Sailun Adjacent Land, and its obligations hereunder or under this Contract including pursuant to authorize the executionArticle 3.1, delivery 8.1 and performance by such Member of its obligations hereunder, except where such consent, approval, permit, license, order, authorization, filing or notice would not reasonably be expected to, individually or in the aggregate, have a material adverse effect on such Member’s ability to satisfy its obligations hereunder or under any agreement or other instrument to which such Member 8.3; or (b) is a partyGovernment Entity or a Government Official that would require a disclosure to be made pursuant to Article 15.10.