Representations and Warranties by the Members; Disclaimer of Certain Representations. A. Each Member that is an individual (including, without limitation, each Additional Member or Substituted Member as a condition to becoming an Additional Member or a Substituted Member) represents and warrants to the Company, the Managing Member and each other Member that (i) such Member has the legal capacity to enter into this Agreement and perform such Member’s obligations hereunder, (ii) the consummation of the transactions contemplated by this Agreement to be performed by such Member will not result in a breach or violation of, or a default under, any material agreement by which such Member or any of such Member’s property is bound, or any statute, regulation, order or other law to which such Member is subject, (iii) such Member is neither a “foreign person” within the meaning of Code Section 1445(f) nor a “foreign partner” within the meaning of Code Section 1446(e), and (iv) this Agreement is binding upon, and enforceable against, such Member in accordance with its terms.
Representations and Warranties by the Members; Disclaimer of Certain Representations. A. Each Member that is an individual (including, without limitation, each Substituted Member as a condition to becoming a Substituted Member) represents and warrants to the Company, the Managing Member and each other Member that (i) such Member has the legal capacity to enter into this Agreement and perform such Member's obligations hereunder, (ii) the consummation of the transactions contemplated by this Agreement to be performed by such Member will not result in a breach or violation of, or a default under, any material agreement by which such Member or any of such Member's property is bound, or any statute, regulation, order or other law to which such Member is subject, (iii) such Member is neither a "foreign person" within the meaning of Code Section 1445(f) nor a "foreign partner" within the meaning of Code Section 1446(e), (iv) if the representation hereunder is being made on or prior to December 31, 1997, such Member (other than the Managing Member) does not own, actually or constructively under Code Section 318 (as modified by Code Section 856(d)(5)), any shares of stock of the Managing Member, (v) if the representation hereunder is being made subsequent to December 31, 1997, such Member (other than the Managing Member) either (a) does not own, actually or constructively under Code Section 318 (as modified by Code Section 856(d)(5)), more than 25% of the interests in capital or profits of the Company or (b) does not own, actually or constructively under Code Section 318 (as modified by Code Section 856(d)(5)), any interest in any entity that is a tenant of either the Managing Member, the Company or any partnership, venture or limited liability company of which the Managing Member or the Company is a member, and (vi) this Agreement is binding upon, and enforceable against, such Member in accordance with its terms.
Representations and Warranties by the Members; Disclaimer of Certain Representations. A. Each Member that is an individual (including, without limitation, each Additional Member or Substituted Member as a condition to becoming an Additional Member or a Substituted Member) represents and warrants to the Company, the Managing Member and each other Member that (i) such Member has the legal capacity to enter into this Agreement and perform such Member's obligations hereunder, (ii) the consummation of the transactions contemplated by this Agreement to be performed by such Member will not result in a breach or violation of, or a default under, any material agreement by which such Member or any of such Member's property is bound, or any statute, regulation, order or other law to which such Member is subject, (iii) such Member is neither a "foreign person" within the meaning of Code Section 1445(f) nor a "foreign partner" within the meaning of Code Section 1446(e), (iv) such Member (other than the Managing Member) either (a) does not Constructively Own more than 25% of the interests in capital or profits of the Company or (b) does not Constructively Own any interest in any entity that is a tenant of either the Managing Member, the Company or any partnership, venture or limited liability company of which the Managing Member or the Company is a direct or indirect owner, and (v) this Agreement is binding upon, and enforceable against, such Member in accordance with its terms.
