Common use of REPRESENTATIONS BY THE MEMBERS Clause in Contracts

REPRESENTATIONS BY THE MEMBERS. (a) Each Member represents, warrants, agrees and acknowledges that: (i) it is a corporation, a limited liability company or partnership, as applicable, duly organized or formed and validly existing and in good standing under the laws of the state or province of its organization or formation; it has all requisite corporate, limited liability company or partnership 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 corporate, limited liability company or partnership action; (ii) 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; 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; (iii) 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; (iv) this Agreement is a binding agreement on the part of such Member enforceable in accordance with its terms against such Member; and (v) such Member 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 Interest, or solicit offers to buy from or otherwise approach or negotiate in respect thereof with any Person or Persons whomsoever, all or any portion of its Interest in any manner that would violate or cause the Company or any Member to violate applicable federal or state securities laws. (b) Class A Member hereby represents and warrants to Class B Member as of the Effective Date that (i) each of its partners is a United States Person, as defined in Section 7701 of the Code, and (ii) to the extent a limited partner other than Glimcher Realty Trust is a partnership, corporation or trust, the beneficial owners of such partnership, corporation or trust are each a United States Person, as such term is defined in Section 7701 of the Code. Class A Member hereby agrees that it shall promptly notify Class B Member if it becomes aware that either of the preceding representations become untrue. (c) Class B Member hereby represents and warrants to Class A Member that no individual (as such term is used in Section 542 of the Code) beneficially owns more than five percent (5%) of Class B Member, after applying the constructive ownership rules of Section 544 of the Code, as modified by Section 856 of the Code. Class B Member hereby agrees that it shall promptly notify Class A Member if it becomes aware that the preceding representation becomes untrue.

REPRESENTATIONS BY THE MEMBERS. (a) Each Member represents, warrantswarrants and agrees to and for the benefit of each other Member that, agrees and acknowledges thatas of the Effective Date: (ia) it is a corporation, a limited liability company or partnership, as applicablethe case may be, duly organized or formed and validly existing and in good standing under the laws of the state or province of its organization or formation; it has all requisite corporate, limited liability company or partnership power and authority to enter into this Agreement, Agreement and each other Transaction Document to acquire and hold its Interest which it is a party and to perform its obligations hereunder; hereunder and thereunder; (b) the execution, delivery and performance of this Agreement and each other Transaction Document to which it is a party has been duly authorized by all necessary corporate, limited liability company or partnership action; (iic) 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 each other agreement or instrument Transaction Document to which it is a party or by which it is bound or to which any of its property or assets are subject, do not and will not conflict with or violate any of the provisions of its Organizational Documents, or violate any statute other material agreement to which it is a party, or any order, rule Legal Requirements to which it is subject or regulation of any court by which it or governmental or regulatory agency, body or official, that would materially and adversely affect the performance of its duties hereunder; 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 hereunderAssets are bound; (iiid) 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 Governmental Authority that would prohibit its entering into or performing materially and adversely affect such Member’s ability to perform its obligations under this AgreementAgreement or any other Transaction Document to which it is a party; (ive) this Agreement and each other Transaction Document to which it is a party is a binding agreement on the part of such Member enforceable against such Member in accordance with its terms against terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights; (i) each Person owning a 10% or greater interest in such MemberMember (A) is not currently identified on the List, and (B) is not a Person with whom a citizen of the United States is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of United States law, regulation, or executive order of the President of the United States and (ii) such Member has implemented procedures, and will consistently apply those procedures, to ensure the foregoing representations and warranties remain true and correct at all times. This Section 2.8(f) shall not apply to any Person to the extent that such person’s interest in such Member is through either (x) a Person (other than an individual) whose securities are listed on a national securities exchange, or quoted on an automated quotation system, in the United States, or a wholly-owned subsidiary of such a Person or (y) an “employee pension benefit plan” or “pension plan” as defined in Section 3(2) of ERISA; (g) it complies with all applicable requirements of law relating to money laundering, anti-terrorism, trade embargos and economic sanctions, now or hereafter in effect and shall promptly notify the other Member in writing if any of the foregoing representations, warranties or covenants are no longer true or have been breached or if such Member has actual knowledge that they may no longer be true or have been breached; and (vh) such Member is acquiring its Interest except for its own account for investment purposes only and not with a view the finder’s fee to be paid to the distribution or resale thereof, parties identified to the Preferred Member in whole or in part, and agrees that it will not Transfer all or any part of its Interest, or solicit offers to buy from or otherwise approach or negotiate in respect thereof with any Person or Persons whomsoever, all or any portion of its Interest in any manner that would violate or cause writing by the Company or any Member to violate applicable federal or state securities laws. (b) Class A Member hereby represents and warrants to Class B Member Common Members as of the Effective Date that Date, there are no brokerage commissions or finders’ fees (ior any basis therefor) each of its partners is a United States Person, as defined in Section 7701 of the Code, and (ii) resulting from any action taken by such Member or any Person acting or purporting to the extent a limited partner other than Glimcher Realty Trust is a partnership, corporation or trust, the beneficial owners of such partnership, corporation or trust are each a United States Person, as such term is defined in Section 7701 of the Code. Class A Member hereby agrees that it shall promptly notify Class B Member if it becomes aware that either of the preceding representations become untrueact on their behalf upon entering into this Agreement. (c) Class B Member hereby represents and warrants to Class A Member that no individual (as such term is used in Section 542 of the Code) beneficially owns more than five percent (5%) of Class B Member, after applying the constructive ownership rules of Section 544 of the Code, as modified by Section 856 of the Code. Class B Member hereby agrees that it shall promptly notify Class A Member if it becomes aware that the preceding representation becomes untrue.

REPRESENTATIONS BY THE MEMBERS. (a) Each Member represents, warrants, agrees and acknowledges that: (ia) it is a corporation, either a limited liability company or a limited partnership, as applicablethe case may be, duly organized or formed and validly existing and in good standing as a limited liability company or limited partnership, as the case may be (or other form of entity, if applicable), under the laws of the state or province of its organization or formation; it has all requisite corporate, limited liability company or partnership (or other form of entity) power and authority to enter into this Agreement, to acquire and hold its Interest Interests and to perform its obligations hereunder; and the execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate, limited liability company or partnership action(or other entity) action on its behalf; (iib) its execution and delivery of this Agreement and the performance of its obligations hereunder under this Agreement will not conflict with, result in a breach of or constitute a default (or any an 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, in each case that would materially and adversely affect the performance of its duties hereunder; 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; (iiic) there is no action, suit or proceeding pending against such Member or, to its knowledge, threatened threatened, in any court or by or before any other governmental agency or instrumentality which would prohibit its entering into into, or performing its obligations obligations, under this Agreement; (ivd) this Agreement is a binding agreement on the part of such Member enforceable against such Member in accordance with its terms against terms, except as such Member; andenforceability may be limited by (i) bankruptcy, insolvency and similar laws affecting the enforcement of creditors rights generally and (ii) general equitable principles; (ve) such Member it is acquiring its Interest Interests 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 InterestInterests, or solicit offers to buy from or otherwise approach or negotiate in respect thereof with any Person or Persons whomsoever, all or any portion part of its Interest Interests in any a manner that would violate the terms of this Agreement or violate or cause the Company or any Member to violate applicable federal or state securities laws.laws or any other applicable laws or regulations of any governmental authority having jurisdiction; and (bf) Class A Member hereby represents and warrants to Class B Member as of the Effective Date that its knowledge, (i) it and each Person or entity owning an interest in it is (A) not currently identified on the Specially Designated Nationals and Blocked Persons List maintained by the Office of its partners is a United States PersonForeign Assets Control, as defined in Section 7701 Department of the CodeTreasury (“OFAC”) and/or on any other similar list maintained by OFAC pursuant to any authorizing statute, executive order or regulation (collectively, the “List”), and (B) not a person or entity with whom a citizen of the United States is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of United States law, regulation or Executive Order of the President of the United States, (ii) to none of the extent a limited partner funds or other than Glimcher Realty Trust assets of it constitute property of, or is a partnershipbeneficially owned, corporation directly or trustindirectly, the beneficial owners of such partnership, corporation or trust are each a United States by any Embargoed Person, as such term is defined (iii) no Embargoed Person has any interest of any nature whatsoever in Section 7701 it (whether directly or indirectly), (iv) none of its funds has been derived from any unlawful activity with the Code. Class A Member hereby agrees that it shall promptly notify Class B Member if it becomes aware that either of the preceding representations become untrue. (c) Class B Member hereby represents and warrants to Class A Member that no individual (as such term is used in Section 542 of the Code) beneficially owns more than five percent (5%) of Class B Member, after applying the constructive ownership rules of Section 544 of the Code, as modified by Section 856 of the Code. Class B Member hereby agrees that it shall promptly notify Class A Member if it becomes aware result that the preceding representation becomes untrueinvestment in it is prohibited by law or that this Agreement would be in violation of law, and (v) it has implemented procedures, and will consistently apply those procedures, to ensure the representations and warranties in this Section 2.10(f) remain true and correct at all times.

REPRESENTATIONS BY THE MEMBERS. (a) Each Member represents, warrants, agrees and acknowledges that: (i1) it is a corporation, a limited liability company company, or limited partnership, as applicable, duly organized or formed and validly existing and in good standing under the laws of the state or province of its organization or formation; it has all requisite corporate, limited liability company or limited partnership 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 corporate, limited liability company or limited partnership action; (ii2) its execution and delivery of this Agreement and the performance of its obligations hereunder will not (i) 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 is subject, (ii) conflict with or violate any of the provisions of its Organizational Documents, or (iii) 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; officials; (3) 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; (iii4) 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 that would prohibit its entering into into, or performing that could have a material adverse effect on its ability to perform its obligations under this Agreement; (iv5) this Agreement is a binding agreement on the part of such Member enforceable against such Member in accordance with its terms against terms; (6) neither it nor any of its Affiliates has employed any broker or finder, or incurred any liability for any brokerage commission or finder’s fee, in connection with any of the transactions contemplated by this Agreement; (7) each Member has been advised to engage and has engaged its own counsel (whether in-house or external) and such other advisers as such Member deems necessary and appropriate; by reason of its business or financial experience, or by reason of the business or financial experience of such Member; and’s own attorneys, accountants and financial advisors who are not Affiliates of the Company or any other Member and who are not compensated, directly or indirectly, by the Company or any other Member or any Affiliate thereof, it is capable of evaluating the risks and merits of an investment in the Interest and of protecting its own interests in connection with this investment (nothing in this Agreement shall be construed to allow any Member to rely upon the counsel acting for another Member or to create an attorney-client relationship between such counsel and such other Member, it being understood and agreed that Xxxxxxxx & Xxxxxxxx LLP is acting as counsel to the Whitehall Group and not the Company or any other Member); (v8) this Agreement and all agreements, instruments and documents herein provided to be executed or caused to be executed by it are duly authorized, executed and delivered by and are binding upon it; (b) such Each Member represents, warrants, agrees and acknowledges that: (1) (x) it and each of its beneficial owners is an “accredited investor” (as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended) and (y) it is acquiring its the Interest for investment purposes for its own account for investment purposes only and not with a view to the or for sale in connection with any distribution or resale thereof, in whole or in part, and agrees that it will not Transfer of all or any part of its the Interest; (2) it is financially able to bear the economic risk of an investment in the Interest, including the total loss thereof; (3) no Person has at any time expressly or solicit offers impliedly represented, guaranteed, or warranted to buy it that it may freely transfer the Interest, that a percentage of profit and/or amount or type of consideration will be realized as a result of an investment in the Interest, that cash distributions from Company operations or otherwise approach will be made to the Members by any specific date or negotiate will be made at all, or that any specific tax benefits will accrue as a result of an investment in respect thereof the Company; and (4) it has consulted with any Person or Persons whomsoeverits own attorneys, accountants and financial advisors regarding all or any portion of its Interest legal, tax and financial matters concerning an investment in any manner that would violate or cause the Company or any Member to violate applicable federal or state securities laws. (b) Class A Member hereby represents and warrants to Class B Member as the tax consequences of participating in the Effective Date that (i) each of its partners is a United States Person, as defined in Section 7701 of the CodeCompany and it will look solely to, and (ii) rely upon, its own advisers with respect to the extent a limited partner other than Glimcher Realty Trust is a partnership, corporation or trust, the beneficial owners tax consequences of such partnership, corporation or trust are each a United States Person, as such term is defined in Section 7701 of the Code. Class A Member hereby agrees that it shall promptly notify Class B Member if it becomes aware that either of the preceding representations become untruethis investment. (c) Class B Member hereby represents GHGP represents, warrants, agrees and warrants to Class A Member acknowledges that no individual (as such term neither it nor any ultimate beneficial interest holder in it that holds through a flow-through entity for tax purposes is used in a “qualified organization” within the meaning of Section 542 514(c)(9)(C) of the Code. (d) beneficially owns more than five percent (5%) of Class B MemberGKH represents, after applying warrants, agrees and acknowledges that neither it nor any ultimate beneficial interest holder in it that holds through a flow-through entity for tax purposes is a “qualified organization” within the constructive ownership rules meaning of Section 544 514(c)(9)(C) of the Code, as modified by Section 856 of the Code. Class B Member hereby agrees that it shall promptly notify Class A Member if it becomes aware that the preceding representation becomes untrue.

REPRESENTATIONS BY THE MEMBERS. (a) Each Member represents, warrants, agrees and acknowledges that: (ia) it is a corporation, a limited liability company or partnership, as applicable, corporation duly organized or formed and validly existing and in good standing under the laws of the state or province of its organization or formation; it has all requisite corporate, limited liability company or partnership 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 corporate, limited liability company or partnership actioncorporate action on its behalf and on behalf of any Person Controlling it; (iib) 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; (iiid) 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; (ive) this Agreement is a binding agreement on the part of such Member enforceable against such Member in accordance with its terms against terms, except as such Member; andenforceability 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); (vf) such Member 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 Interest, or solicit offers to buy from or otherwise approach or negotiate in respect thereof with any Person or Persons whomsoever, all or any portion of its Interest in any manner that would violate or cause the Company or any Member to violate applicable federal or state securities laws.laws or any other applicable laws or regulations of any governmental authority having jurisdiction; and (bg) Class A Member hereby represents and warrants to Class B Member as of the Effective Date that (i) it and each Person owning any direct or indirect interest in it (or, solely in the case of its partners Madison Member, with respect to any direct or indirect holders of any interest in the Madison Fund, at least a ten percent (10%) direct or indirect interest therein, and, solely in the case of Plymouth Member, with respect to any direct or indirect holders of any interest in the Plymouth Public Entities, at least a ten percent (10%) direct or indirect interest therein) is a United States Person(A) not currently identified on the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Assets Control, as defined in Section 7701 Department of the CodeTreasury (“OFAC”) or on any other similar list maintained by OFAC pursuant to any authorizing statute, executive order or regulation, and (B) not a Person with whom a citizen of the United States is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of United States law, regulation, or Executive Order of the President of the United States; (ii) to none of the extent a limited partner funds or other than Glimcher Realty Trust is a partnershipassets of it constitute property of, corporation or trustare beneficially owned, the beneficial owners of such partnershipdirectly or indirectly, corporation or trust are each a United States by any Embargoed Person, as such term is defined in Section 7701 of with the Code. Class A Member hereby agrees that it shall promptly notify Class B Member if it becomes aware that either of the preceding representations become untrue. (c) Class B Member hereby represents and warrants to Class A Member that no individual (as such term is used in Section 542 of the Code) beneficially owns more than five percent (5%) of Class B Member, after applying the constructive ownership rules of Section 544 of the Code, as modified by Section 856 of the Code. Class B Member hereby agrees that it shall promptly notify Class A Member if it becomes aware result that the preceding representation becomes untrueinvestment in it is prohibited by law or that this Agreement is in violation of law; (iii) no Embargoed Person has any interest of any nature whatsoever in it (whether directly or indirectly), with the result that the investment in it is prohibited by law or that this Agreement is in violation of law; (iv) none of its funds have been derived from any unlawful activity with the result that the investment in it is prohibited by law or that this Agreement is in violation of law; and (v) it has implemented procedures, and will consistently apply those procedures, to ensure the foregoing representations and warranties remain true and correct at all times.