Representations and Warranties of Members to Each Other Clause Samples

Representations and Warranties of Members to Each Other. Each Member hereby represents and warrants to the Company and the other Members as follows: (a) Such Member is acquiring its Units solely for its own account or for the account of its Permitted Transferees, for investment purposes, and not with a view to, or for resale in connection with, any distribution of Units in violation of applicable securities laws; (b) Such Member understands that the Units have not been registered under the Securities Act or any state securities laws by reason of specific exemptions under the provisions thereof, the availability of which depend in part upon the bona fide nature of its investment intent and upon the accuracy of its representations made in this Article XI; (c) Such Member understands that the Company is relying in part upon the representations and agreements contained in this Article XI for the purpose of determining whether the offer, sale and issuance of the Units meets the requirements for such exemptions; (d) Such Member is, or will at the time of its initial investment in the Company be, an “accredited investor” as defined in Rule 501(a) under the Securities Act or an employee of the Company or one of its subsidiaries; (e) Such Member (either alone or together with its advisors) has such knowledge, skill and experience in business, financial and investment matters that it is capable of evaluating the merits and risks of an investment in Units to which it is subscribing; (f) Such Member understands that the Units will be “restricted securities” under applicable federal securities laws and that the Securities Act and the rules of the U.S. Securities and Exchange Commission provide in substance that it may dispose of the Units only pursuant to an effective registration statement under the Securities Act or an exemption therefrom, and it understands that the Company has no obligation or intention to register any of the Units thereunder; and (g) Such Member has been furnished by the Company all information (or provided access to all information) regarding the business and financial condition of the Company, its expected plans for future business activities, the attributes of the Units being issued to such Member and the merits and risks of an investment in such Units which it has requested or otherwise needs to evaluate the investment in such Units; that in making the proposed investment decision, such Member is not relying on any representations or warranties other than any representations and warranties of the Co...