Representations and Warranties of the Member. The Member hereby represents and warrants to each Executive and the Company as follows: (a) The Member has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement and has duly executed and delivered this Agreement; (b) This Agreement is the Member’s legal, valid and binding obligation, enforceable against the Member in accordance with its terms; and (c) The Member is the sole owner, beneficially and of record, of the Company Membership Interest transferred hereby and that it owns such Company Membership Interest free and clear of all encumbrances.
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Samples: Membership Interest Acquisition Agreement (Kennedy-Wilson Holdings, Inc.), Membership Interest Acquisition Agreement (Kennedy-Wilson Holdings, Inc.), Membership Interest Acquisition Agreement (Kennedy-Wilson Holdings, Inc.)
Representations and Warranties of the Member. The Member hereby represents and warrants to each Executive and the Company as follows:
(a) The Member has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement and has duly executed and delivered this Agreement;; [KWF INVESTORS I]
(b) This Agreement is the Member’s legal, valid and binding obligation, enforceable against the Member in accordance with its terms; and
(c) The Member is the sole owner, beneficially and of record, of the Company Membership Interest transferred hereby and that it owns such Company Membership Interest free and clear of all encumbrances.
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