REPRESENTATIONS AND WARRANTIES REGARDING THE MEMBERS. Each of the Members hereby represents and warrants as follows:
REPRESENTATIONS AND WARRANTIES REGARDING THE MEMBERS. Each Member, severally and not jointly and severally, represents and warrants to Parent and Merger Sub that the statements contained in this Article III with respect to such Member are true and correct as of the date hereof , except as set forth in the Disclosure Schedules.
REPRESENTATIONS AND WARRANTIES REGARDING THE MEMBERS. Each Member represents and warrants to Purchaser that the following statements are correct and complete as of the date hereof and as of the Closing Date.
REPRESENTATIONS AND WARRANTIES REGARDING THE MEMBERS. As a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated hereby, each Member represents and warrants to Buyer, individually only with respect to such Member, that the statements contained in this Article IV are true and correct as of the date of this Agreement and as of the Closing (except, in each case, as to any representations and warranties that specifically relate to an earlier date, and then as of such date), except as set forth in the Disclosure Schedule, the following:
REPRESENTATIONS AND WARRANTIES REGARDING THE MEMBERS. Each Member, as limited by Members’ Liability Cap as set forth in Article VIII below, severally represents and warrants to Buyer as follows: Organization and Authority Such Member has full power, authority and legal capacity to execute and deliver the Transaction Documents to which such Member is a party and to perform such Member’s obligations thereunder. This Agreement constitutes the valid and legally binding obligation of such Member, enforceable against such Member in accordance with the terms of this Agreement. Upon the execution and delivery by such Member of each Transaction Document to which such Member is a party, such Transaction Document will constitute the valid and legally binding obligation of such Member, enforceable against such Member in accordance with the terms of such Transaction Document. Equity Ownership Such Member owns of record and beneficially the Interests set forth next to such Member’s name on Schedule 0 free and clear of any Encumbrance or restriction on transfer (other than any restriction under any securities Law and Encumbrances listed on Schedule 0). Except as set forth on Schedule 0, such Member is not a party to (a) any option, warrant, purchase right, right of first refusal, call, put or other Contract that could require such Member to sell, transfer or otherwise dispose of any Interest or (b) any voting trust, proxy or other Contract relating to the voting of any Interest. No Conflicts Neither the execution and delivery of this Agreement nor the performance of the Transactions will, directly or indirectly, with or without notice or lapse of time: (a) violate any Law to which such Member is subject; or (b) violate, conflict with, result in a breach of, constitute a default under, result in the acceleration of or give any Person the right to accelerate the maturity or performance of, or to cancel, terminate, modify or exercise any remedy under, any Contract to which such Member is a party or by which such Member is bound or the performance of which is guaranteed by such Member. Such Member is not required to notify, make any filing with, or obtain any Consent of any Person in order to perform the Transactions. Litigation There is no Proceeding pending or, to the Knowledge of such Member, threatened or anticipated against such Member relating to or affecting the Transactions. No Brokers’ Fees Except as set forth on Schedule 0, such Member has no Liability for any fee, commission or payment to any broker, finder or agent ...
