Common use of Representations of the Members Clause in Contracts

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 qualify the Company Interest. (e) The Member, by reason of its business or financial experience, has the capacity to protect its own interest in connection with the transaction and to evaluate the merits and risks of the proposed investment.

Representations of the Members. Each Member of the Members represents and warrants to the Company and to each other Member as follows as of the Effective Datefollows: (a) The Member It is a corporation or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, and has all the requisite power and authority to enter into own, lease and operate its properties and to carry on its business as now being conducted and as proposed to be conducted. (b) It has the requisite power and authority to execute, deliver and perform this Agreement and the Related Agreements to consummate the transactions which it is a party and each other instrument, document, certificate and agreement required or contemplated to be executed, delivered and performed by this Agreement. The execution and delivery of this Agreement, it hereunder. (c) This Agreement and the consummation of the transactions contemplated hereby, Related Agreements to which it is a party have each been duly executed and validly authorized delivered by all necessary action on the part of the Member and, assuming due execution by all other Members, this Agreement constitutes the it and constitute its valid and legally binding obligation of the Member obligations, enforceable against the Member it in accordance with its their respective terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium, moratorium or other similar laws from time affecting or relating to time in effect, affecting enforcement of creditors’ ' rights generally, generally and by general principles of equity (whether asserted in an action at law or in equity). (b) Neither the execution, delivery, or performance . *** Certain confidential portions of this Agreement nor the consummation exhibit were omitted by means of any redacting a portion 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 text. Copies of the Member are subject; or (iii) will require exhibit containing the consent or approval of any other person other than such consents or approvals as redacted portions have already have obtained. (c) The Member is acquiring its Company Interest been filed separately with the Securities and Exchange Commission subject to a request for its own account for investment purposes only, and not with a view confidential treatment pursuant to or for sale in connection with any distribution of such Company InterestRule 24b-2 under the Securities Exchange Act. (d) The Member understands that Neither its execution, delivery and performance of this Agreement, nor its consummation of the issuance transactions contemplated hereunder or under the Related Agreements to which it is a party, shall (i) conflict with, or result in a breach or violation of, any provision of its Company Interest constituent documents; (ii) constitute, with or without the giving of notice or passage of time or both, a material breach, violation or default, create a material Lien, or give rise to any right of termination, modification, cancellation, prepayment or acceleration, under (A) any Applicable Law or license except as may be provided under the Member FCC Rules or (B) any material note, bond, mortgage, indenture, lease, agreement or other instrument, in each case which is applicable to or binding upon it or any of its assets or (iii) require any consent which has not already been registered under any federal or state securities law, in part based upon representations made by the Member, and cannot obtained except as may be resold except pursuant to this Agreement and unless it is registered required 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 qualify the Company InterestFCC Rules. (e) The MemberOther than as has been disclosed to the Company and such other Members it has no knowledge of any (i) action, by reason claim, proceeding, investigation or controversy pending or, to its knowledge, threatened against it or any of its business properties or financial experienceassets or (ii) judgment, has order, award or consent decree outstanding against or affecting it, in either event that could have a material adverse effect on its ability to consummate the capacity transactions contemplated under this Agreement or to protect fulfill its own interest obligations hereunder. (f) It shall have on each date it is required to make a capital contribution under this Agreement cash available to it in connection with the transaction and an amount sufficient to evaluate the merits and risks of the proposed investmentfully fund such capital contribution.

Representations of the Members. Each Member of the Members represents and warrants to the Company and to each other Member as follows as of the Effective Datefollows: (a) The Member It is a corporation or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, and has all the requisite power and authority to enter into own, lease and operate its properties and to carry on its business as now being conducted and as proposed to be conducted. (b) It has the requisite power and authority to execute, deliver and perform this Agreement and the Related Agreements to consummate the transactions which it is a party and each other instrument, document, certificate and agreement required or contemplated to be executed, delivered and performed by this Agreement. The execution and delivery of this Agreement, it hereunder. (c) This Agreement and the consummation of the transactions contemplated hereby, Related Agreements to which it is a party have each been duly executed and validly authorized delivered by all necessary action on the part of the Member and, assuming due execution by all other Members, this Agreement constitutes the it and constitute its valid and legally binding obligation of the Member obligations, enforceable against the Member it in accordance with its their respective terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium, moratorium or other similar laws from time affecting or relating to time in effect, affecting enforcement of creditors’ rights generally, generally and by 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 Neither its execution, delivery and performance of this Agreement, nor its consummation of the issuance transactions contemplated hereunder or under the Related Agreements to which it is a party, shall (i) conflict with, or result in a breach or violation of, any provision of its Company Interest constituent documents; (ii) constitute, with or without the giving of notice or passage of time or both, a material breach, violation or default, create a material Lien, or give rise to any right of termination, modification, cancellation, prepayment or acceleration, under (A) any Applicable Law or license except as may be provided under the Member FCC Rules or (B) any material note, bond, mortgage, indenture, lease, agreement or other instrument, in each case which is applicable to or binding upon it or any of its assets or (iii) require any consent which has not already been registered obtained except as may be required under any federal or state securities law, in part based upon representations made the FCC Rules. *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the Member, text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and cannot be resold except Exchange Commission subject to a request for confidential treatment pursuant to this Agreement and unless it is registered Rule 24b-2 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 qualify the Company InterestExchange Act. (e) The MemberOther than as has been disclosed to the Company and such other Members it has no knowledge of any (i) action, by reason claim, proceeding, investigation or controversy pending or, to its knowledge, threatened against it or any of its business properties or financial experienceassets or (ii) judgment, has order, award or consent decree outstanding against or affecting it, in either event that could have a material adverse effect on its ability to consummate the capacity transactions contemplated under this Agreement or to protect fulfill its own interest obligations hereunder. (f) It shall have on each date it is required to make a capital contribution under this Agreement cash available to it in connection with the transaction and an amount sufficient to evaluate the merits and risks of the proposed investmentfully fund such capital contribution.

Representations of the Members. Each Member of the Members represents and warrants to the Company and to each other Member as follows as of the Effective Datefollows: (a) The Member It is a corporation or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, and has all the requisite power and authority to enter into own, lease and operate its properties and to carry on its business as now being conducted and as proposed to be conducted. (b) It has the requisite power and authority to execute, deliver and perform this Agreement and the Related Agreements to consummate the transactions which it is a party and each other instrument, document, certificate and agreement required or contemplated to be executed, delivered and performed by this Agreement. The execution and delivery of this Agreement, it hereunder. (c) This Agreement and the consummation of the transactions contemplated hereby, Related Agreements to which it is a party have each been duly executed and validly authorized delivered by all necessary action on the part of the Member and, assuming due execution by all other Members, this Agreement constitutes the it and constitute its valid and legally binding obligation of the Member obligations, enforceable against the Member it in accordance with its their respective terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium, moratorium or other similar laws from time affecting or relating to time in effect, affecting enforcement of creditors’ ' rights generally, generally and by 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 Neither its execution, delivery and performance of this Agreement, nor its consummation of the issuance transactions contemplated hereunder or under the Related Agreements to which it is a party, shall (i) conflict with, or result in a breach or violation of, any provision of its Company Interest constituent documents; (ii) constitute, with or without the giving of notice or passage of time or both, a material breach, violation or default, create a material Lien, or give rise to any right of termination, modification, cancellation, prepayment or acceleration, under (A) any Applicable Law or license except as may be provided under the Member FCC Rules or (B) any material note, bond, mortgage, indenture, lease, agreement or other instrument, in each case which is applicable to or binding upon it or any of its assets or (iii) require any consent which has not already been registered under any federal or state securities law, in part based upon representations made by the Member, and cannot obtained except as may be resold except pursuant to this Agreement and unless it is registered required 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 qualify the Company InterestFCC Rules. (e) The MemberOther than as has been disclosed to the Company and such other Members it has no knowledge of any (i) action, by reason claim, proceeding, investigation or controversy pending or, to its knowledge, threatened against it or any of its business properties or financial experienceassets or (ii) judgment, has order, award or consent decree outstanding against or affecting it, in either event that could have a material adverse effect on its ability to consummate the capacity transactions contemplated under this Agreement or to protect fulfill its own interest obligations hereunder. (f) It shall have on each date it is required to make a capital contribution under this Agreement cash available to it in connection with the transaction and an amount sufficient to evaluate the merits and risks of the proposed investmentfully fund such capital contribution.

Representations of the Members. Each Member of the Members represents and warrants to the Company and to each other Member as follows as of the Effective Datefollows: (a) The Member It is a corporation or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, and has all the requisite power and authority to enter into own, lease and operate its properties and to carry on its business as now being conducted and as proposed to be conducted. (b) It has the requisite power and authority to execute, deliver and perform this Agreement and the Related Agreements to consummate which it is a party and each other instrument, document, certificate and agreement required or contemplated to be executed, delivered and performed by it hereunder. (c) This Agreement and the transactions contemplated Related Agreements to which it is a party have each been duly executed and delivered by this Agreement. The execution it and delivery constitute its valid and binding obligations, enforceable *** Certain confidential portions of this Agreement, and the consummation exhibit were omitted by means of redacting a portion of the transactions contemplated hereby, text. Copies of the exhibit containing the redacted portions have been duly filed separately with the Securities and validly authorized by all necessary action on Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under 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 Securities Exchange Act. against the Member it in accordance with its their respective terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium, moratorium or other similar laws from time affecting or relating to time in effect, affecting enforcement of creditors’ rights generally, generally and by 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 Neither its execution, delivery and performance of this Agreement, nor its consummation of the issuance transactions contemplated hereunder or under the Related Agreements to which it is a party, shall (i) conflict with, or result in a breach or violation of, any provision of its Company Interest constituent documents; (ii) constitute, with or without the giving of notice or passage of time or both, a material breach, violation or default, create a material Lien, or give rise to any right of termination, modification, cancellation, prepayment or acceleration, under (A) any Applicable Law or license except as may be provided under the Member FCC Rules or (B) any material note, bond, mortgage, indenture, lease, agreement or other instrument, in each case which is applicable to or binding upon it or any of its assets or (iii) require any consent which has not already been registered under any federal or state securities law, in part based upon representations made by the Member, and cannot obtained except as may be resold except pursuant to this Agreement and unless it is registered required 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 qualify the Company InterestFCC Rules. (e) The MemberThere is no (i) action, by reason claim, proceeding, investigation or controversy pending or, to its knowledge, threatened against it or any of its business properties or financial experienceassets or (ii) judgment, has order, award or consent decree outstanding against or affecting it, in either event that could have a material adverse effect on its ability to consummate the capacity transactions contemplated under this Agreement or to protect fulfill its own interest obligations hereunder. (f) It shall have on each date it is required to make a capital contribution under this Agreement cash available to it in connection with the transaction and an amount sufficient to evaluate the merits and risks of the proposed investmentfully fund such capital contribution.

Representations of the Members. Each Member represents and warrants as follows as of the Effective Datefollows: (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 the 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 the Company Interest. (d) The Member understands that the issuance of its the 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 qualify the Company Interest. (e) The Member, by reason of its business or financial experience, has the capacity to protect its own interest in connection with the transaction and to evaluate the merits and risks of the proposed investment.

Representations of the Members. Each Member of the Members represents and warrants to the Company and to each other Member as follows as of the Effective Datefollows: (a) The Member It is a corporation or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, and has all the requisite power and authority to enter into own, lease and operate its properties and to carry on its business as now being conducted and as proposed to be conducted. (b) It has the requisite power and authority to execute, deliver and perform this Agreement and the Related Agreements to consummate the transactions which it is a party and each other instrument, document, certificate and agreement required or contemplated to be executed, delivered and performed by this Agreement. The execution and delivery of this Agreement, it hereunder. (c) This Agreement and the consummation of the transactions contemplated hereby, Related Agreements to which it is a party have each been duly executed and validly authorized delivered by all necessary action on the part of the Member and, assuming due execution by all other Members, this Agreement constitutes the it and constitute its valid and legally binding obligation of the Member obligations, enforceable against the Member it in accordance with its their respective terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium, moratorium or other similar laws from time affecting or relating to time in effect, affecting enforcement of creditors’ rights generally, generally and by 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 Neither its execution, delivery and performance of this Agreement, nor its consummation of the issuance transactions contemplated hereunder or under the Related Agreements to which it is a party, shall (i) conflict with, or result in a breach or violation of, any provision of its Company Interest constituent documents; (ii) constitute, with or without the giving of notice or passage of time or both, a material breach, violation or default, create a material Lien, or give rise to any right of termination, modification, cancellation, prepayment or acceleration, under (A) any Applicable Law or license except as may be provided under the Member FCC Rules or (B) any material note, bond, mortgage, indenture, lease, agreement or other instrument, in each case which is applicable to or binding upon it or any of its assets or (iii) require any consent which has not already been registered under any federal or state securities law, in part based upon representations made by the Member, and cannot obtained except as may be resold except pursuant to this Agreement and unless it is registered required 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 qualify the Company InterestFCC Rules. (e) The MemberThere is no (i) action, by reason claim, proceeding, investigation or controversy pending or, to its knowledge, threatened against it or any of its business properties or financial experienceassets or (ii) judgment, has order, award or consent decree outstanding against or affecting it, in either event that could have a *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the capacity to protect its own interest in connection text. Copies of the exhibit containing the redacted portions have been filed separately with the transaction Securities and Exchange Commission subject to evaluate a request for confidential treatment pursuant to Rule 24b-2 under the merits and risks of Securities Exchange Act. material adverse effect on its ability to consummate the proposed investmenttransactions contemplated under this Agreement or to fulfill its obligations hereunder. (f) It shall have on each date it is required to make a capital contribution under this Agreement cash available to it in an amount sufficient to fully fund such capital contribution.