REPRESENTATIONS BY THE MEMBERS Sample Clauses

REPRESENTATIONS BY THE MEMBERS. Each Member represents, warrants, agrees and acknowledges that: (a) it is a limited liability company or corporation duly organized or formed and validly existing and in good standing under the laws of the state of its organization or formation; it has all requisite limited liability company or corporate power and authority to enter into this Agreement, to acquire and hold its Interest and to perform its obligations hereunder; and the execution, delivery and performance of this Agreement has been duly authorized by all necessary limited liability company or corporate action on its behalf and on behalf of any Person Controlling it; (b) its execution and delivery of this Agreement and the performance of its obligations hereunder will not conflict with, result in a breach of or constitute a default (or any event that, with notice or lapse of time, or both, would constitute a default) or result in the acceleration of any obligation under any of the terms, conditions or provisions of any other agreement or instrument to which it is a party or by which it is bound or to which any of its property or assets are subject, conflict with or violate any of the provisions of its Organizational Documents, or violate any statute or any order, rule or regulation of any court or governmental or regulatory agency, body or official, that would materially and adversely affect the performance of its duties hereunder; (c) such Member has obtained any consent, approval, authorization or order of any court or governmental agency or body required for the execution, delivery and performance by such Member of its obligations hereunder; (d) there is no action, suit or proceeding pending against such Member or, to its knowledge, threatened in any court or by or before any other governmental agency or instrumentality which would prohibit its entering into or performing its obligations under this Agreement; (e) this Agreement is a binding agreement on the part of such Member enforceable against such Member in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights and by general principles of equity (whether applied in a proceeding at law or in equity); (f) it is acquiring its Interest for its own account for investment purposes only and not with a view to the distribution or resale thereof, in whole or in part, and agrees that it will not Transfer all or any part of its Intere...

REPRESENTATIONS BY THE MEMBERS. To induce the other Member to enter into this Agreement, each Member represents and warrants to the other Member that, as of the date of this Agreement: SECTION 2.1.1. Its execution and delivery of this Agreement and its performance of all obligations under this Agreement do not and will not result in a breach, violation or default under any agreement, commitment, order, judgment or decree by which it or any of its properties are bound, or any statute, regulation, order or other law to which it is subject; SECTION 2.1.2. It is capable, financially and in all other respects, of fulfilling its responsibilities under this Agreement; and SECTION 2.1.3. This Agreement is binding upon and enforceable against it in accordance with the Agreement's terms.

REPRESENTATIONS BY THE MEMBERS. Each Member represents and warrants ------------------------------ that (a) the Member's interest in the Company is intended to be and is being acquired solely for the Member's own account for the purpose of investment and not with a view to any sale or other disposition of all or any part thereof, (b) the Member is aware that interests in the Company have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), that such interests cannot be sold -------------- or otherwise disposed of unless they are registered thereunder or unless an exemption from such registration is available, that the Company has no present intention of so registering such interests under the Securities Act, and that accordingly such Member is able and is prepared to bear the economic risk of making a Capital Contribution and to suffer a complete loss of investment, (c) the Member's knowledge and experience in financial and business matters are such that the Member is capable of evaluating the risks of making a Capital Contribution, (d) the Member's determination to purchase the Member's interest in the Company, and make each Capital Contribution, has been, and in each case will be, made by such Member independent of and without reliance upon any other Member or Person other than such Member's investment advisor, if any, and independent of any statements or opinions as to the advisability of such purchase or Capital Contribution or as to the properties, business, prospects or condition (financial or otherwise) of any Person in which the Company may invest, or any other aspect of a Specified Investment, which may have been made or given by any such other Person, and (e) no Person other than such Member's investment advisor, if any, has acted or will act as an investment adviser with respect to such Member's investment in the Company or any Specified Investment or has provided or will provide any advice or information with respect to the value of an investment in the Company or any Specified Investment or the advisability of investing in, purchasing or selling an interest therein. The foregoing representations and warranties may be relied upon by the Company, and by the other Members, in connection with each Member's investment in the Company.

REPRESENTATIONS BY THE MEMBERS. Section 13.1 Organization; Authority and Power; Binding Obligation 45 Section 13.2 Investment Intent 46 Section 13.3 Securities Regulation 46 Section 13.4 Knowledge and Experience; Independent Investigation 46 Section 13.5 Economic Risk 46 Section 13.6 No Litigation 47 Section 13.7 Tax Treatment 47 Section 13.8 Information 47 Section 13.9 Tax and Other Advice 48 Section 13.10 Tax Information 48 Section 13.11 Restricted Persons 48 Section 13.12 Consents and Approvals; No Conflict 48 Section 13.13 ERISA Representation 48 Section 13.14 No Other Representations and Warranties 48 Section 13.15 BEPS 49