Common use of Representations and Warranties of the LLC Unitholders Clause in Contracts

Representations and Warranties of the LLC Unitholders. Each LLC Unitholder, severally and not jointly, represents and warrants that (i) if it is not a natural person, that it is duly incorporated or formed and, to the extent such concept exists in its jurisdiction of organization, is in good standing under the laws of such jurisdiction, (ii) it has all requisite legal capacity and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby, (iii) if it is not a natural person, the execution and delivery of this Agreement by it of the transactions contemplated hereby have been duly authorized by all necessary corporate or other entity action on the part of such LLC Unitholder, (iv) this Agreement constitutes a legal, valid and binding obligation of such LLC Unitholder enforceable against it in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, and (v) the execution, delivery and performance of this Agreement by such LLC Unitholder and the consummation by such LLC Unitholder of the transactions contemplated hereby will not (A) if it is not a natural person, result in a violation of the Certificate of Incorporation and Bylaws or other organizational documents of such LLC Unitholder or (B) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which such LLC Unitholder is a party, or (C) result in a violation of any law, rule, regulation, order, judgment or decree applicable such LLC Unitholder, except with respect to clauses (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not in any material respect result in the unenforceability against such LLC Unitholder of this Agreement.

Representations and Warranties of the LLC Unitholders. Each LLC Unitholder, severally and not jointly, represents and warrants that (ia) if it is not a natural person, that it is duly incorporated or formed and, to the extent such concept exists in its jurisdiction of organization, is existing and in good standing under the laws of such jurisdiction, (iib) it has all requisite legal capacity and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby, (iiic) if it is not a natural person, the execution and delivery of this Agreement by it and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate or other entity action on the part of such LLC Unitholder, (ivd) this Agreement constitutes a legal, valid and binding obligation of such LLC Unitholder enforceable against it in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, generally and (ve) the execution, delivery and performance of this Agreement by such LLC Unitholder and the consummation by such LLC Unitholder of the transactions contemplated hereby will not (Ai) if it is not a natural person, result in a violation of the Certificate certificate of Incorporation and Bylaws incorporation, bylaws or other organizational documents of such LLC Unitholder or Unitholder, (Bii) conflict with, or constitute a default (or an event which that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which such LLC Unitholder is a partyparty or by which any property or asset of such LLC Unitholder is bound or affected, or (Ciii) result in a violation of any law, rule, regulation, order, judgment or decree applicable to such LLC Unitholder, except with respect to clauses clause (Bii) or (Ciii) for any conflicts, defaults, accelerations, terminations, cancellations or violations, violations that would not in any material respect result in the unenforceability against such LLC Unitholder of this Agreement.

Representations and Warranties of the LLC Unitholders. (a) Each LLC Unitholder, severally and not jointly, represents and warrants to the Corporation that (i) if it is not a natural person, that it is duly incorporated or formed organized and, to the extent such concept exists in its jurisdiction of organization, is in good standing under the laws of such jurisdiction, (ii) it has all requisite legal capacity and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby, (iii) if it is not a natural person, the execution and delivery of this Agreement by it of the transactions contemplated hereby have been duly authorized by all necessary corporate or other entity action on the part of such LLC Unitholder, (iv) this Agreement constitutes a legal, valid and binding obligation of such LLC Unitholder enforceable against it in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, and (v) the LLC Units subject to the Contribution and Exchange are being transferred to the Corporation free and clear of any pledge, lien, security interest, encumbrance, equities or claim, (vi) no consent, approval, authorization, order, registration or qualification of any third party or with any court or governmental agency or body having jurisdiction over such LLC Unitholder or the LLC Units subject to the Contribution and Exchange is required to be obtained by such LLC Unitholder for the transfer to the Corporation of such LLC Units subject to the Contribution and Exchange, (vii) the execution, delivery and performance of this Agreement by such LLC Unitholder and the consummation by such LLC Unitholder of the transactions contemplated hereby will not (A) if it is not a natural person, result in a violation of the Certificate of Incorporation and Bylaws or other organizational documents of such LLC Unitholder or (B) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which such LLC Unitholder is a party, or (C) result in a violation of any law, rule, regulation, order, judgment or decree applicable such LLC Unitholder, except with respect to clauses (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not in any material respect result in the unenforceability against such LLC Unitholder of this Agreement, (viii) it is either (A) an “accredited investor” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act or (B) is knowledgeable, sophisticated and experienced in financial and business matters and in making, and is qualified to make, decisions with respect to acquisitions of or investments in unregistered, non-listed securities issued by the Corporation and comparable entities similar to the Exchange Shares in transactions similar to the Contribution and Exchange, has the ability to bear the economic risks of participation in the Contribution and Exchange, has reviewed carefully this Agreement and any other documentation relating to the Contribution and Exchange and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to participate in the Contribution and Exchange, and (ix) it understands that the Exchange Shares are being issued to it in reliance upon specific exemptions from the registration requirements of the Securities Act and state securities laws and that the Corporation is relying upon the truth and accuracy of, and such LLC Unitholder’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such LLC Unitholder set forth herein in order to determine the availability of such exemptions and the eligibility of such LLC Unitholder to acquire the Exchange Shares.

Representations and Warranties of the LLC Unitholders. Each LLC Unitholder, severally and not jointly, represents and warrants to the Corporation that (i) if it is not a natural person, that it is duly incorporated or formed organized and, to the extent such concept exists in its jurisdiction of organization, is in good standing under the laws of such jurisdiction, (ii) it has all requisite legal capacity and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby, (iii) if it is not a natural person, the execution and delivery of this Agreement by it of the transactions contemplated hereby have been duly authorized by all necessary corporate or other entity action on the part of such LLC Unitholder, (iv) this Agreement constitutes a legal, valid and binding obligation of such LLC Unitholder enforceable against it in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, and (v) the LLC Units subject to the Contribution and Exchange are being transferred to the Corporation free and clear of any pledge, lien, security interest, encumbrance, equities or claim, (vi) no consent, approval, authorization, order, registration or qualification of any third party or with any court or governmental agency or body having jurisdiction over such LLC Unitholder or the LLC Units subject to the Contribution and Exchange is required to be obtained by such LLC Unitholder for the transfer to the Corporation of such LLC Units subject to the Contribution and Exchange, (vii) the execution, delivery and performance of this Agreement by such LLC Unitholder and the consummation by such LLC Unitholder of the transactions contemplated hereby will not (A) if it is not a natural person, result in a violation of the Certificate of Incorporation and Bylaws or other organizational documents of such LLC Unitholder or (B) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which such LLC Unitholder is a party, or (C) result in a violation of any law, rule, regulation, order, judgment or decree applicable such LLC Unitholder, except with respect to clauses (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not in any material respect result in the unenforceability against such LLC Unitholder of this Agreement, (viii) it is either (A) an “accredited investor” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act or (B) is knowledgeable, sophisticated and experienced in financial and business matters and in making, and is qualified to make, decisions with respect to acquisitions of or investments in unregistered, non-listed securities issued by the Corporation and comparable entities similar to the Exchange Shares in transactions similar to the Contribution and Exchange, has the ability to bear the economic risks of participation in the Contribution and Exchange, has reviewed carefully this Agreement and any other documentation relating to the Contribution and Exchange and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to participate in the Contribution and Exchange, and (ix) it understands that the Exchange Shares are being issued to it in reliance upon specific exemptions from the registration requirements of the Securities Act and state securities laws and that the Corporation is relying upon the truth and accuracy of, and such LLC Unitholder’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such LLC Unitholder set forth herein in order to determine the availability of such exemptions and the eligibility of such LLC Unitholder to acquire the Exchange Shares.