Common use of Representations and Warranties of Each Member Clause in Contracts

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 is an "Accredited Investor" as defined in Regulation D promulgated under the 1933 Act. 13.1.8 Except as may be disclosed in the Environmental Report, each Member represents that it does not have current actual knowledge of any Pre-existing Environmental Condition.

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 is an "Accredited Investor" as defined in Regulation D promulgated under the 1933 Act. 13.1.8 Except as may be disclosed in the Environmental Report, each Member represents that it does not have current actual knowledge of any Pre-Pre- existing Environmental Condition.

Representations and Warranties of Each Member. Each Member hereby represents and warrants as of to the date hereof Company and each other Member as follows: 13.1.1 Such Member, if other than an individual, (a) If such Member is a corporation, it is duly organized entity organized, validly existing and in good standing under the laws law of the state of its incorporation. (b) If such Member is a partnership, limited liability company or other entity, it is duly formed, validly existing, and (if applicable) in good standing under the law of the state of organization and its formation. (c) Such Member has the requisite full corporate, partnership, limited liability company, or other applicable power and authority to enter into this Agreement and carry out to perform its obligations under this Agreement and all necessary actions by the terms Board of Directors, stockholders, partners, members, trustees, beneficiaries, or other Persons necessary for the due authorization, execution, delivery, and performance of this Agreement, Agreement by that Member have been duly taken. (d) Such Member has duly executed and all required action has been taken to authorize such Member to execute and consummate delivered this Agreement. 13.1.2 (e) Such Member has been duly authorized Member’s authorization, execution, delivery and performance of this Agreement do not conflict with any other agreement or arrangement to enter into this Agreement, and which such Member is not a foreign person as defined under Code Section 1445(f)(3)party or by which it is bound. 13.1.3 (f) Neither such Member nor any Person acting on its behalf has employed or retained any broker, agent or finder in connection with the transactions provided for herein, or agreed to pay any brokerage fee, finder’s fee, commission or similar payment to any Person on account of the transactions provided for herein. (g) To the best knowledge of such Member's knowledge, such Member and its Affiliates and Persons acting on their behalf have not taken any action, or failed to take any action, that has caused the organization of the Company and the issuance of the Membership Interests to come within the registration requirements of the Securities Act, or any applicable state blue sky laws. (h) Such Member is an “Accredited Investor” as that term is defined in Regulation D promulgated by the Commission under the Securities Act. (i) Such Member acknowledges that neither the execution Company nor any Affiliate, representative or agent thereof has made any representation or warranty (other than those express representations and warranties made in this Agreement), express, implied, at common law, by statute or otherwise, including any representations and warranties relating to the estimated amount of nor any proved, probable or possible reserves, production rates, drilling opportunities, decline rates or facts relating to industry-wide risks normally associated with the compliance oil and gas business with this Agreement has resulted or will result in a default under, or will create, respect to 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 properties that may 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 InterestsCompany. 13.1.5 (j) Such Member understands that the Interests have offer and sale of the Membership Interest being acquired by it has not been registered under the Securities Act of 1933, as amended (the "1933 Act"), or under applicable state securities laws, on the laws of any jurisdiction; basis that the Company does not intend offer and sale of Membership Interests described in this Agreement and the issuance of securities hereunder is exempt from registration pursuant to the specific exemptions contained under no obligation to so register the Interests; such acts, and that the Interests Company’s reliance on such exemptions is predicated on such Member’s representations set forth herein. Such Member understands that the Membership Interest being acquired by it may not be sold, assigned, pledged Transferred or otherwise transferred except upon delivery to the Company disposed of an opinion of counsel satisfactory to the Managers that without registration under the 1933 Securities Act is not required for such transferand applicable state securities laws, or the submission to availability of an exemption therefrom, and that in the Managers absence of a effective registration statement or the availability of such other evidence as may be satisfactory to an exemption covering the Managersoffer and sale of such Membership Interest, 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 Membership Interest must be held indefinitely, and the transfer Member holding same must bear the economic risk of its Interests set forth in this Agreement or in the Actsuch investment indefinitely. 13.1.6 (k) Such Member, either itself or through its shareholders, partner or advisors, is sophisticated Member represents that it has such knowledge and experienced experience in investment matters, and, financial and business matters and such knowledge about the oil and gas business and the usual and customary practices of producers such as a result, is in a position the Company and understands the risks associated therewith as to evaluate be capable of evaluating the merits and risks of an its investment in the Company. 13.1.7 , and has the ability to bear the economic risks of such investment. Such Member is an "Accredited Investor" as defined in Regulation D promulgated under the 1933 Act. 13.1.8 Except as may be disclosed in the Environmental Report, each Member further represents that it does not have current actual knowledge has had access, during the course of the transaction and prior to its investment in the Company, to information about the Company and that it has had, during the course of the transaction and prior to its investment, the opportunity to ask questions of, and receive answers from, the Company concerning the Company and the terms and conditions of the offer and sale of the Membership Interests (to the extent that the Company possesses such information or can acquire same without unreasonable effort or expense) and to obtain additional information necessary to verify the accuracy of any Pre-existing Environmental Conditioninformation furnished to it or to which it had access. Each Member acknowledges that no information that it has requested of the Company has been denied or withheld.