Representations and Warranties of Each Member. Each Member hereby represents and warrants as of the date hereof as follows:
13.1.1 Such Member, if other than an individual, is a duly organized entity under the laws of its state of organization and has the requisite power and authority to enter into and carry out the terms of this Agreement, and all required action has been taken to authorize such Member to execute and consummate this Agreement.
13.1.2 Such Member has been duly authorized to enter into this Agreement, and such Member is not a foreign person as defined under Code Section 1445(f)(3).
13.1.3 To the best of such Member's knowledge, neither the execution of nor the compliance with this Agreement has resulted or will result in a default under, or will create, any encumbrance on the Property, and there is no action pending or threatened which questions the validity or enforceability of this Agreement as to such Member.
13.1.4 The Interests to be acquired hereunder are being acquired by the Member for investment only and for such Member's own account; no Person other than the Member has or shall have any beneficial interest in the Interests; and the Member has no present intention of distributing, reselling or assigning the Interests.
13.1.5 Such Member understands that the Interests have not been registered under the Securities Act of 1933, as amended (the "1933 Act"), or under the laws of any jurisdiction; that the Company does not intend and is under no obligation to so register the Interests; that the Interests may not be sold, assigned, pledged or otherwise transferred except upon delivery to the Company of an opinion of counsel satisfactory to the Managers that registration under the 1933 Act is not required for such transfer, or the submission to the Managers of such other evidence as may be satisfactory to the Managers, to the effect that any such transfer will not be in violation of the 1933 Act, applicable state securities laws or any rule or regulation promulgated thereunder; and that legends to the foregoing effect will be placed on all documents evidencing the Interests. The Member understands that the foregoing does not limit other restrictions regarding the transfer of its Interests set forth in this Agreement or in the Act.
13.1.6 Such Member, either itself or through its shareholders, partner or advisors, is sophisticated and experienced in investment matters, and, as a result, is in a position to evaluate the merits and risks of an investment in the Company.
13.1.7 Such Member...
Representations and Warranties of Each Member. As an inducement to, and to obtain the reliance of the Company, each Member, severally and not jointly and severally, represents and warrant to the Company, as of the Effective Date and as of the Closing Date, except as otherwise specifically set forth below as to representations and warranties which speak solely with respect to a particular date as follows with respect to such Member, the Exchange Shares to be received by such Member and the Membership Interests held by such Member, as follows:
Representations and Warranties of Each Member. Each of the undersigned Members hereby represents and warrants to the other Members and to the Corporation that:
(a) The Member has full power and authority, and has taken all necessary and proper action under its governing instruments and under applicable state law, to execute and deliver this Agreement and to consummate the transactions contemplated hereby.
(b) This Agreement constitutes a valid and binding obligation of the Member, enforceable against it in accordance with its terms.
(c) There are no actions pending or, to the best of its knowledge, threatened by or against the Member with respect to this Agreement to which such Member is a Party, or in connection with the transactions contemplated hereby.
(d) To the best of its knowledge after diligent inquiry, all information supplied by the Member to the Company in connection with its application for membership, including but not limited to exposure information and loss data, is true and correct.
(e) It has been provided with a true and correct copy of the Company’s Business Plan, Articles of Organization and Operating Agreement as they currently exist. It has carefully considered and, to the extent Member believes such discussion necessary, discussed with its professional financial, legal and tax advisors the suitability of becoming a member of the Company.
(f) It has such knowledge and experience in financial, insurance and business matters that it is capable of evaluating the merits and risks of becoming a Member of the Company and purchasing policies of insurance from the Company. In making such evaluation, it has not relied upon any representations or other information from the Company, other than as set forth in the Company’s Business Plan, Articles of Organization, Operating Agreement and the insurance coverage proposal, including premium quotations and insurance policy provisions.
Representations and Warranties of Each Member. Each Member hereby represents and warrants to, and agrees with, the Company and the other Members that the following statements are true:
(a) Such Member is fully aware that the offering and sale of Units in the Company have not been and will not be registered under the Securities Act and are being made in reliance upon federal and state exemptions for transactions not involving a public offering. In furtherance thereof, such Member represents and warrants that it is an “accredited investor” (as defined in Regulation D under the Securities Act).
(b) Such Member’s Units in the Company are being acquired for its own account solely for investment and not with a view to resale or distribution thereof.
(c) (i) Such Member’s financial condition is such that such Member can afford to bear the economic risk of holding its Units for an indefinite period of time, (ii) such Member can afford to suffer a complete loss of such Member’s investment in its Units, (iii) such Member understands and has taken cognizance of all risk factors related to the purchase of its Units and (iv) such Member’s knowledge and experience in financial and business matters are such that such Member is capable of evaluating the merits and risks of purchasing its Units.
(d) Such Member has been given the opportunity to (i) ask questions of, and receive answers from, the Company concerning the terms and conditions of the offering of Units and other matters pertaining to an investment in the Company and (ii) obtain any additional information which the Company can acquire without unreasonable effort or expense that is necessary to evaluate the merits and risks of an investment in the Company. In considering its investment in the Company, such Member has not relied upon any representations made by, or other information (whether oral or written) furnished by or on behalf of, the Company or any Manager, officer, employee, agent or Affiliate of such Persons, other than as set forth in this Agreement. Such Member has carefully considered and has, to the extent it believes such discussion necessary, discussed with legal, tax, accounting and financial advisers the suitability of an investment in the Company in light of its particular tax and financial situation, and has determined that an investment in the Company is a suitable investment for it.
(e) Such Member, if it is not an individual, is duly organized or formed, validly existing and in good standing under the laws of its jurisdiction of organizat...
Representations and Warranties of Each Member. Each Member (severally and not jointly, as to itself) hereby represents and warrants to, and agrees with, 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 such Member’s obligations hereunder, and the execution, delivery, and performance by such Member of this Agreement have been duly authorized by all necessary action;
(b) 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;
(c) 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, rule or regulation 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 agreement or instrument to which such Member is a party or any term or condition of its certificate of incorporation or bylaws, 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 an adverse effect on such Member’s ability to satisfy such Member’s obligations hereunder;
(d) 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 such Member’s obligations hereunder or to authorize the execution, delivery and performance by such Member of such Member’s 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 an adverse effect on such Member’s ability to satisfy such Member’s obligations hereunder or under any agreement or other instrument to which such Member is a party;
(e) such Member is an “accredited investor” as that term is defined in the Securities Act and rules and regulations promu...
Representations and Warranties of Each Member. As a material inducement to the Company to enter into this Agreement and to consummate the transactions contemplated hereby, each Member hereby, severally and not jointly, represents and warrants to the Company as follows:
Representations and Warranties of Each Member. As of the Effective Date, each Member warrants and represents to the other that:
(a) it is a corporation duly organized and in good standing in its state of incorporation and it is qualified to transact business and is in good standing in New Mexico;
(b) it has the capacity to enter into and perform the Agreement and all transactions contemplated by the Agreement and all corporate, board of directors, shareholder, surface and mineral rights owner, lessor, lessee and other actions and consents required to authorize it to enter into and perform the Agreement have been properly taken or obtained;
(c) it will not breach any other agreement or arrangement by entering into or performing the Agreement;
(d) it is not subject to any governmental order, judgment, decree, debarment, sanction or Law that would preclude the permitting or implementation of Operations under the Agreement; and
(e) the Agreement has been duly executed and delivered by it and is valid and binding upon it and enforceable against it in accordance with its terms.
Representations and Warranties of Each Member. Each Member (as to itself only) represents and warrants to the Company and the other Members (including other Members admitted after the date hereof) as follows as of the date hereof (or, with respect to any Member admitted after the date hereof, as of the date such Member is admitted):
(a) Organization; Existence; Good Standing. Such Member, if such Member is an Entity, is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation.
Representations and Warranties of Each Member. Except as set forth on the Disclosure Schedule, each Member hereby represents and warrants to the Purchaser, severally and not jointly, as of the date of this Agreement and as of the Closing Date, as set forth below.
Representations and Warranties of Each Member. Each Member severally and not jointly represents and warrants to Buyer as follows:
