Representations of the Members. Each Member represents and warrants as follows as of the Effective Date:
(a) The Member has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, have been duly and validly authorized by all necessary action on the part of the Member and, assuming due execution by all other Members, this Agreement constitutes the valid and legally binding obligation of the Member enforceable against the Member in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium, or other similar laws from time to time in effect, affecting creditors’ rights generally, and general principles of equity (whether asserted in an action at law or in equity).
(b) Neither the execution, delivery, or performance of this Agreement nor the consummation of any of the transactions contemplated hereby by the Member: (i) will violate any law, rule, regulation, judgment, order, or decree of any court or other governmental body; (ii) will conflict with or result in any breach of or default under, permit any party to accelerate any rights under or terminate, or result in the creation of any lien, charge, or encumbrance pursuant to, any provision of any material contract, indenture, mortgage, lease, franchise, license, permit, authorization, instrument or agreement of any kind to which the Member is a party or by which the Member is bound or to which the properties or assets of the Member are subject; or (iii) will require the consent or approval of any other person other than such consents or approvals as have already have obtained.
(c) The Member is acquiring its Company Interest for its own account for investment purposes only, and not with a view to or for sale in connection with any distribution of such Company Interest.
(d) The Member understands that the issuance of its Company Interest to the Member has not been registered under any federal or state securities law, in part based upon representations made by the Member, and cannot be resold except pursuant to this Agreement and unless it is registered under the Securities Act of 1933, as amended, and all applicable state statutes, or an exemption from registration is available therefrom. The Member acknowledges that the Company and the Manager are under no obligation to register or qua...
Representations of the Members. Each of the Initial Preferred Member and the Managing Member represents and warrants solely as to itself to each of the other Members and the Company as follows:
(i) this Agreement constitutes the valid and binding agreement of such Member, enforceable against such Member in accordance with its terms, subject as to enforcement of bankruptcy, insolvency and other similar laws affecting the rights of creditors and to general principles of equity;
(ii) such Member has been duly formed and is validly existing as a corporation, limited partnership or limited liability company, as the case may be, in good standing under the laws of the state of its formation, with all requisite power and authority to enter into this Agreement, to carry out the provisions and conditions hereof and to perform all acts necessary or appropriate to consummate all of the transactions contemplated hereby;
(iii) such Member has all requisite power and authority to enter into this Agreement, to carry out the provisions and conditions hereof and to perform all acts necessary or appropriate to consummate all of the transactions contemplated hereby and no further action by such Member is necessary to authorize the execution or delivery of this Agreement;
(iv) this Agreement has been duly and validly executed and delivered by such Member and the execution, delivery and performance hereof by such Member does not and will not (i) require the approval of any other Person, or (ii) contravene or result in any breach of or constitute any default under, or result in the creation of any lien upon such Member’s assets under, any indenture, mortgage, loan agreement, lease or other agreement or instrument to which such Member is a party or by which such Member or any of its assets is bound;
(v) the consummation of the transactions contemplated herein will not result in any violation of the organizational documents of such Member;
(vi) such Member has the financial capacity to perform its obligations under this Agreement;
(vii) except as explicitly set forth herein, no finder’s, broker’s or similar fee or commission has been paid or shall be paid by such Member to any individual or organization in connection herewith;
(viii) there is no action, suit or proceeding pending or, to its knowledge, threatened against such Member that questions the validity or enforceability of this Agreement or, if determined adversely to it, would materially adversely affect the ability of such Member to perform its obligati...
Representations of the Members. Each Member severally represents and warrants that it (i) is an Accredited Investor (as such term is defined in Rule 501 promulgated under the Securities Act of 1933, as amended), (ii) is acquiring its Company Interest for investment purposes only (iii) has complied with all applicable Federal and state securities laws in connection with the issuance of its equity interests, except to the extent that such failure does not have a material adverse effect on such Member; (iv) has received copies of all such documents as it deems advisable in making his decision to invest in the Company and has reviewed and understands such agreements and (v) has had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company, and all such questions have been answered to the reasonable satisfaction of the Member.
Representations of the Members. Each Member executing this Agreement on the date hereof represents and warrants to the Company and each other Member that (a) if an Entity, it is duly formed, validly existing and in good standing under the Laws of the jurisdiction of its formation; (b) it has full corporate, limited liability company, partnership, trust or other applicable power and authority to execute and deliver this Agreement and to perform its obligations hereunder and all necessary actions by and consents of the board of directors, managers, trustees, equity owners or other Persons necessary for the due authorization, execution, delivery and performance of this Agreement by that Member have been duly taken; (c) it has duly executed and delivered this Agreement, and this Agreement is enforceable against such Member in accordance with its terms, subject to bankruptcy, moratorium, insolvency and other Laws generally affecting creditors’ rights and general principles of equity (whether applied in a proceeding in a court of law or equity); and (d) it (i) has been furnished with such information about the Company and the Units as that Member has requested, (ii) has made its own independent inquiry and investigation into, and based thereon has formed an independent judgment concerning, the Company and such Member’s Units herein, (iii) has adequate means of providing for its current financial needs and possible contingencies, is able to bear the economic risks of this investment and has a sufficient net worth to sustain a loss of its entire investment in the Company in the event such loss should occur, (iv) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Company, (v) the Units issued to such Member are being acquired and shall be held solely for investment purposes and not with a view to distribution and (vi) such Member is an Accredited Investor.
Representations of the Members. Each Member represents and warrants to the other:
Representations of the Members. Each Member represents and warrants to the other Members and the Company as follows:
Representations of the Members. Each Member hereby represents and warrants to Hyperion solely as to such Member and not with respect to any other Member (on the Effective Date and each day until Closing or the termination of this Agreement), as follows:
Representations of the Members. 37 12.1 Preexisting Relationship or Experience.......................................................37 12.2
Representations of the Members. Each Regular Member by execution of this Agreement (or by otherwise becoming bound by the terms and conditions hereof as provided herein or in the Act) represents and warrants to every other Member and to the Company, except as may be waived by the Managing Member, that such Member is acquiring each of such Member’s Interests for such Member’s own account for investment and not with a view to resell or distribute the same or any part hereof, and that no other person has any interest in any such interest or in the rights of such Member hereunder; provided, that a Member may choose to make transfers for estate and charitable planning purposes (in accordance with the terms hereof). Each Regular Member represents and warrants that such Member understands that the Interests have not been registered under the Securities Act of 1933 and therefore such Interests may not be resold without registration under the Securities Act of 1933 or exemption from such registration, and that accordingly such Member must bear the economic risk of an investment in the Company for an indefinite period of time. Each Regular Member represents that such Member has such knowledge and experience in financial and business matters, that such Member is capable of evaluating the merits and risks of an investment in the Company, and that such Member is able to bear the economic risk of such investment. Each Regular Member represents that such Member’s overall commitment to the Company and other investments which are not readily marketable is not disproportionate to the Member’s net worth and the Member has no need for liquidity in the Member’s investment in Interests. Each Regular Member represents that to the full satisfaction of the Member, the Member has been furnished any materials that such Member has requested relating to the Company, any investment and the offering of Interests and has been afforded the opportunity to ask questions of representatives of the Company concerning the terms and conditions of the offering of Interests and any matters pertaining to each investment and to obtain any other additional information relating thereto. Each Regular Member represents that the Member has consulted to the extent deemed appropriate by the Member with the Member’s own advisers as to the financial, tax, legal and related matters concerning an investment in Interests and on that basis believes that an investment in the Interests is suitable and appropriate for the Member.
Representations of the Members. Without lessening or obviating any of the representations of the Company and the Members set forth in Article III above, each Member hereby represents to Crdentia as follows:
