Common use of Representations of the Members Clause in Contracts

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 executing this Agreement on the date hereof hereby represents and warrants wan-ants to the Company and each other Member that that: (a) if an Entity, it is duly formed, validly existing Such Member has full authority to enter into this Agreement and in good standing under perform the Laws of the jurisdiction of its formation; transactions contemplated hereby. (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 The consummation of the board transactions contemplated hereby will not result in violation of directors, managers, trustees, equity owners any instrument to which such Member is a party or other Persons necessary for the due authorization, execution, delivery and performance of this Agreement by that Member have been duly taken; which it is bound. (c) it has duly executed This Agreement constitutes the valid and delivered this Agreement, and this Agreement is binding obligation of such Member enforceable against such Member it in accordance with its terms, terms subject to bankruptcyapplicable Bankruptcy, moratoriuminsolvency, insolvency moratorium and other Laws generally similar laws affecting creditors’ ' rights generally, and subject, as to enforceability, to general principles of equity (whether applied regardless if enforcement is sought in a proceeding in a court of law equity or equityat law); and . (d) it (i) has been furnished with such information about the Company and the Units as that Such 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 enable it (i) to utilize. the information made available to it in connection with its investment, (ii) to understand and evaluate the merits and risks of its investment hereunder and (iii) to protect its own interests in connection with its investment hereunder. (e) Each Member and its representatives have made an investment investigation of the Company and have been granted full access to all information regarding the Company that it regards as relevant in making a decision to consummate this transaction. In connection with such investigation of the Company, it and its representatives: (vi) have been given an opportunity to ask, and have, to the Units issued extent considered necessary, asked questions of, and have received answers from the Company concerning the business of the Company and (ii) have been given or afforded access to all documents, records, books and additional information that he has requested regarding such matters. (f) Such Member are being acquired and shall be held is acquiring its Interest solely for its own account for investment purposes and not with a view present intention to make any sale, distribution and (vi) such Member or other transfer of its Interest in a manner that is an Accredited Investor.in violation of any applicable securities laws. 66