Representations and Warranties of Member. The Member represents and warrants to the Company that:
(a) The Member is acquiring the Membership Interests of the Company hereunder for its own account, for investment purposes only and not with a view to or for sale in connection with any distribution thereof, and the Member has no present intent to sell or otherwise distribute such Membership Interests;
(b) The Member either has a preexisting personal or business relationship with the Company or its Managers, or by reason of its business or financial experience or the business or financial experience of its professional advisors who are unaffiliated with and who are not compensated by the Company or any of its Affiliates, directly or indirectly, has the capacity to protect its own interests in connection with this investment. The Member is able to bear the economic risk of an investment in the Membership Interests of the Company and can afford to sustain a total loss on such investment. The nature and amount of the Member’s investment in such Membership Interests is consistent with its investment objectives, abilities and resources; and
(c) The Member understands that there is no public market for the Membership Interests of the Company and there is no assurance that there will be such a market in the future. The Member has been advised that such Membership Interests have not been registered under the Securities Act and must be held indefinitely unless they are subsequently registered under the Securities Act and registered or qualified under applicable state securities or “blue sky” laws, or an exemption from such registration and qualification is available, and understands that the Company is under no obligation to register such Membership Interests or to comply with any exemption from such registration requirement. Thus, the Member realizes that it cannot expect to be able to liquidate its investment in the Company readily, if at all, in the case of an emergency.
Representations and Warranties of Member. Member represents and warrants that:
(a) it has the power and capacity to enter into, and perform its obligations under, this Member Agreement and all necessary corporate and other actions and approvals have been taken or obtained to authorize the execution and delivery of this Member Agreement by Member and the performance of its obligations hereunder;
(b) this Member Agreement is a valid and binding obligation of Member, enforceable against Member in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other applicable laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction;
(c) it is, and during the term of this Agreement will be, a dealer member in good standing of IIROC and will promptly notify the Exchange if it ceases to be so qualified;
(d) it has obtained any consents as may be reasonably required from its clients;
(e) it has received and reviewed the Trading Policies and will use reasonable efforts to ensure that it has, and enforces, procedures to monitor changes thereto;
(f) it will be bound by, and will only use the Services and access the Exchange Systems in compliance with, the Exchange Requirements;
(g) it has the authority, pursuant to all applicable laws and regulations, including the Exchange Requirements, to engage in the activities contemplated by this Member Agreement and will promptly notify the Exchange if it ceases to be so authorized; and
(h) it has notified each Person for whom personal information has been or is being collected, used and disclosed to the Exchange: (i) that such personal information is being collected, used and disclosed for the purposes of this Member Agreement and the administration and enforcement of the Exchange Requirements and such Person has authorized such collection, use and disclosure; and
(ii) of information regarding how to obtain the title, business address and business telephone number of the privacy officer at the Exchange who can answer questions about the Exchange’s collection, use and disclosure of such personal information.
Representations and Warranties of Member. Member represents and warrants to OIX that: Member has the requisite power and authority to execute and deliver this Membership Agreement and to perform its obligations under this Membership Agreement; and, this Membership Agreement constitutes a valid and binding obligation on Member in accordance with its terms.
Representations and Warranties of Member. Member represents and warrants, as of the date hereof, to Security Agent and the Secured Parties as follows:
(a) Member (i) is a duly formed and validly existing limited liability company in good standing under the laws of Delaware; (ii) is authorized to do business in each jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary, except where the failure to do so would not reasonably be expected to result in a Material Adverse Effect; and (iii) has the power and authority to own its property and assets and to transact the business in which it is engaged.
(b) Member (i) has the power and authority to execute, deliver and perform its obligations under the LLC Agreement and this Agreement, and to pledge and assign the Collateral; (ii) has taken all necessary action to authorize the execution, delivery and performance of the LLC Agreement and this Agreement; and (iii) has duly executed and delivered the LLC Agreement and this Agreement. The LLC Agreement and this Agreement constitute the legal, valid and binding obligations of Member, enforceable in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforcement of creditors’ rights and subject to general equitable principles.
(c) The LLC Agreement has not been amended since the date of its execution, except as otherwise disclosed to Security Agent, and is in full force and effect. There exists no default, or event that with the passage of time, the giving of notice or both would become a default by Member under the LLC Agreement.
(d) The execution and delivery of, and performance by Member under, this Agreement, and the consummation of the transactions contemplated herein, will not (i) violate any provision of any material agreement to which Member is a party or any of its property or assets is bound, including the LLC Agreement, or (ii) conflict with any material law, order, rule or regulation applicable to Member, of any court or any federal or state government, regulatory body or administrative agency, or any other governmental body having jurisdiction over Member or any of its properties.
(e) Member is the legal and equitable owner of the Membership Interest in Borrower, together with the other rights and interests comprising the Collateral described above, subject to no mortgages, liens, charges, or encum...
Representations and Warranties of Member. Member represents and warrants to the Company as follows:
Representations and Warranties of Member. Member hereby represents and warrants to Parent, Merger Sub and the Surviving Company as follows:
Representations and Warranties of Member. Member represents and warrants to the Company that (x) as of the date hereof with respect to Sections 4.1, and 4.2, and (y) otherwise as of the JV Date but in all cases subject to any exceptions shown on a Schedule corresponding in number to the applicable section of this Article IV (which Schedule shall be deemed to modify or limit only the representations and warranties contained in the section of this Article IV to which it corresponds in number):
Representations and Warranties of Member. Member, for itself and on behalf of the Vineyard Affiliates, represents and warrants to the Company that (x) as of the date hereof with respect to Sections 4.1, and 4.2, and (y) otherwise as of the JV Date, but in all cases subject to any exceptions shown on a schedule corresponding in number to the applicable section of this Article IV (which Schedule shall be deemed to modify or limit only the representations and warranties contained in the section of this Article IV to which it corresponds in number):
Representations and Warranties of Member. Member represents and warrants as of the date hereof as follows:
(a) The chief executive office of Member and the office where it keeps its records concerning the Collateral is located at 0000 Xxxxx Xxxxxx Xxxx., Xxxxx 000, Xxxxxxxxx, XX 00000. The organization number assigned to Member in Delaware is 5323689, and Member’s federal employer identification number is 00-0000000.
(b) This Pledge Agreement creates a valid security interest in the Collateral and secures the payment of the Secured Obligations.
(c) With respect to the Collateral and the security interest in the Collateral granted hereunder, (i) the appropriate financing statements (the “Financing Statements”) have been presented (or are in a form to be presented immediately prior to the date of the first Advance) for filing under the UCC, and upon such filing, such security interest will be a perfected security interest under the UCC, and no further filings or other actions are necessary to perfect such security interest and (ii) assuming the delivery to, and possession in the State of New York of, all certificates or instruments representing or evidencing the Equity Interests (including duly executed undated blank stock powers) by, Collateral Agent, and the filing of the Financing Statements with the Secretary of State of the State of Delaware such security interest will be a first priority perfected security interest under the UCC in the Collateral, and no further filings or other actions are necessary to perfect such security interest.
(d) Member is the sole legal and equitable owner of the Equity Interests of each Borrower Subsidiary, together with the other rights and interests comprising the Collateral described above, subject to no Liens (other than Permitted Liens described in Section 11.2.2(a) of the Loan Agreement) and has full power and lawful authority to pledge, assign and grant a security interest in the Collateral pledged hereunder. Member owns all of the issued and outstanding Equity Interests of each Borrower Subsidiary.
(e) Member has not assigned any of its rights under any LLC Agreement or any of the Collateral except as provided in this Pledge Agreement or pursuant to the Loan Documents (as defined in the Other Loan Agreement).
(f) Member has not executed and has no knowledge of any effective financing statement, security agreement or other instrument similar in effect covering all or any part of the Collateral on file in any recording office, except such as may have been file...
Representations and Warranties of Member. Member hereby represents and warrants to the Company as follows:
(a) Member is a limited liability company duly organized and validly existing under the laws of the State of South Carolina, and Member is authorized to conduct its business in the state in which the Property is located. Member has the power to own its property and carry on its business as and where it is now conducted and has the power and unrestricted authority to enter into this Agreement and perform its obligations and consummate the transactions contemplated under this Agreement without the joinder of any other person or entity, including delivery of the Assignment of Member Interest and other items required for Closing.
(b) This Agreement and all documents executed and delivered by Member are or at the time of Closing will be: duly authorized, executed, and delivered by Member; the legal, valid, and binding obligations of Member, and sufficient to convey title (if they purport to do so). Such documents do not violate any provisions of or cause a material default under any agreement, instrument or judicial order to which Member is a party or by which Member or, to Member's knowledge, the Property is bound.
(c) Member is not in default under any note, evidence of indebtedness, lease, contract, license, undertaking or other agreement where the liability thereunder might adversely affect Member's ability to perform its obligations under this Agreement.
(d) Member has received no written notice and has no knowledge of any existing, pending or threatened litigation, action, suit or other proceeding, judicial or administrative, by any person or any governmental authority, against Member or the Company arising in connection with the Property.
(e) Member is the sole owner of the Member Interest. Member has not sold, transferred, conveyed, hypothecated, pledged or otherwise assigned all or any interest in the Member Interest to any person, and at Closing, Member shall assign the Member Interest to the Company free and clear of all liens, encumbrances, restrictions, easements and other matters and exceptions.
(f) Member is not a "foreign person" within the meaning of Section 1445(f)(3) of the Code.
(g) To the extent that Assignee is the recipient of funds or the assignee or grantee of the Tracts, all of the foregoing representations and warranties shall be true, correct and complete as of the Closing Date and the Closing as if made by Assignee in place of Member in each instance.
