Representations, Warranties and Agreements of the Members. Each --------------------------------------------------------- Member hereby represents and warrants (severally as to itself only) that: (a) The Units have been purchased by such Member and not by any other Person, with the Member's own funds or by issuance of Management Notes and not with the funds of any other Person other than pursuant to the issuance of Management Notes, and for the account of such Member, not as a nominee or agent and not for the account of any other Person. Such Member has purchased the Units for investment for an indefinite period, not with a view to the sale or distribution of any part of all thereof by public or private sale or other disposition. (b) Such Member has been advised that the Units have not been registered under the Securities Act or registered or qualified under any other securities law, on the ground, among others, that no distribution or public offering of the Units is to be effected and the Units will be issued by the Company in connection with a transaction that does not involve any public offering within the meaning of Section 4(2) of the Securities Act, or the rules and regulations of the Securities and Exchange Commission and under comparable exemptive provisions of the securities laws, rules and regulations of other jurisdictions. Such Member understands that the Company is relying in part on the Member's representations as set forth herein for purposes of claiming such exemptions and that the basis for such exemptions may not be present if, notwithstanding such Member's representations, such Member has in mind merely acquiring Units for resale on the occurrence or non-occurrence of some predetermined event. Such Member has no such intention. (c) 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 Units and has the capacity to protect such Member's own interests in connection with such Member's proposed investment in Units. (d) Such Member acknowledges that such Member has been furnished with such financial and other information concerning the Company as such Member considers necessary in connection with such Member's investment in Units. Such Member has carefully reviewed such information and is thoroughly familiar with the proposed business, operations, properties and financial condition of the Company and has discussed with representatives of the Company any questions the Purchase may have had with respect thereto. Such Member understands: (i) the risks involved in this offering, including the speculative nature of the investment; (ii) the financial hazards involved in this offering, including the risk of losing such Member's entire investment; (iii) the lack of liquidity and restrictions on transfers of Units; and (iv) the tax consequences of this investment. Such Member has consulted with such Member's own legal, accounting, tax, investment and other advisers with respect to the tax treatment of an investment by such Member in Units and the merits and risks of an investment in Units. Such Member is an "accredited investor" as defined under the Securities Act or has provided written notice to the Company that such Member is not an "accredited investor" prior to purchasing any Units or other interest in the Company. (e) The execution, delivery and performance by such Member of this Agreement have been duly authorized by such Member. This Agreement constitutes a valid and binding obligation of such Member, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (f) Such Member understands that the Units will be "restricted securities" as that term is defined in Rule 144 under the Securities Act and, accordingly, that the Units must be held indefinitely unless they are subsequently registered under the Securities Act and qualified under any other applicable securities law or exemptions from such registration and qualification are available. Such Member understands that the Company is under no obligation to register or qualify Units under the Securities Act, or any other securities law. (g) Such Member is a resident of the jurisdiction set forth in such Member's address on Schedule A. ----------
Appears in 1 contract
Representations, Warranties and Agreements of the Members. Each --------------------------------------------------------- -------------------------------------------------------- Member hereby represents and warrants (severally as to itself only) that:
(a) The Units have been purchased by such Member and not by any other Person, with the Member's own funds or by issuance of Management Notes and not with the funds of any other Person other than pursuant to the issuance of Management NotesPerson, and for the account of such Member, not as a nominee or agent and not for the account of any other Person. Such Member has purchased the Units for investment for an indefinite period, not with a view to the sale or distribution of any part of all thereof by public or private sale or other disposition.
(b) Such Member has been advised that the Units have not been registered under the Securities Act or registered or qualified under any other securities law, on the ground, among others, that no distribution or public offering of the Units is to be effected and the Units will be issued by the Company in connection with a transaction that does not involve any public offering within the meaning of Section 4(2) of the Securities Act, or the rules and regulations of the Securities and Exchange Commission and under comparable exemptive provisions of the securities laws, rules and regulations of other jurisdictions. Such Member understands that the Company is relying in part on the Member's representations as set forth herein for purposes of claiming such exemptions and that the basis for such exemptions may not be present if, notwithstanding such Member's representations, such Member has in mind merely acquiring Units for resale on the occurrence or non-occurrence of some predetermined event. Such Member has no such intention.
(c) 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 Units and has the capacity to protect such Member's own interests in connection with such Member's proposed investment in Units.
(d) Such Member acknowledges that such Member has been furnished with such financial and other information concerning the Company as such Member considers necessary in connection with such Member's investment in Units. Such Member has carefully reviewed such information and is thoroughly familiar with the proposed business, operations, properties and financial condition of the Company and has discussed with representatives of the Company any questions the Purchase may have had with respect thereto. Such Member understands: (i) the risks involved in this offering, including the speculative nature of the investment; (ii) the financial hazards involved in this offering, including the risk of losing such Member's entire investment; (iii) the lack of liquidity and restrictions on transfers of Units; and (iv) the tax consequences of this investment. Such Member has consulted with such Member's own legal, accounting, tax, investment and other advisers with respect to the tax treatment of an investment by such Member in Units and the merits and risks of an investment in Units. Such Member is an "accredited investor" as defined under the Securities Act or has provided written notice to the Company that such Member is not an "accredited investor" prior to purchasing any Units or other interest in the Company.
(e) The execution, delivery and performance by such Member of this Agreement have been duly authorized by such Member. This Agreement constitutes a valid and binding obligation of such Member, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).
(f) Such Member understands that the Units will be "restricted securities" as that term is defined in Rule 144 under the Securities Act and, accordingly, that the Units must be held indefinitely unless they are subsequently registered under the Securities Act and qualified under any other applicable securities law or exemptions from such registration and qualification are available. Such Member understands that the Company is under no obligation to register or qualify Units under the Securities Act, or any other securities law.
(g) Such Member is a resident of the jurisdiction set forth in such Member's address on Schedule A. ----------
Appears in 1 contract
Representations, Warranties and Agreements of the Members. Each --------------------------------------------------------- Member hereby represents and warrants (severally as to itself only) that:
(a) The Units have been purchased by such Member and not by any other Person, with the Member's own funds or by issuance of Management Notes and not with the funds of any other Person other than pursuant to the issuance of Management NotesPerson, and for the account of such Member, not as a nominee or agent and not for the account of any other Person. Such Member has purchased the Units for investment for an indefinite period, not with a view to the sale or distribution of any part of all thereof by public or private sale or other disposition.
(b) Such Member has been advised that the Units have not been registered under the Securities Act or registered or qualified under any other securities law, on the ground, among others, that no distribution or public offering of the Units is to be effected and the Units will be issued by the Company in connection with a transaction that does not involve any public offering within the meaning of Section 4(2) of the Securities Act, or the rules and regulations of the Securities and Exchange Commission and under comparable exemptive provisions of the securities laws, rules and regulations of other jurisdictions. Such Member understands that the Company is relying in part on the Member's representations as set forth herein for purposes of claiming such exemptions and that the basis for such exemptions may not be present if, notwithstanding such Member's representations, such Member has in mind merely acquiring Units for resale on the occurrence or non-occurrence of some predetermined event. Such Member has no such intention.
(c) 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 Units and has the capacity to protect such Member's own interests in connection with such Member's proposed investment in Units.
(d) Such Member acknowledges that such Member has been furnished with such financial and other information concerning the Company as such Member considers necessary in connection with such Member's investment in Units. Such Member has carefully reviewed such information and is thoroughly familiar with the proposed business, operations, properties and financial condition of the Company and has discussed with representatives of the Company any questions the Purchase may have had with respect thereto. Such Member understands: (i) the risks involved in this offering, including the speculative nature of the investment; (ii) the financial hazards involved in this offering, including the risk of losing such Member's entire investment; (iii) the lack of liquidity and restrictions on transfers of Units; and (iv) the tax consequences of this investment. Such Member has consulted with such Member's own legal, accounting, tax, investment and other advisers with respect to the tax treatment of an investment by such Member in Units and the merits and risks of an investment in Units. Such Member is an "accredited investor" as defined under the Securities Act or has provided written notice to the Company that such Member is not an "accredited investor" prior to purchasing any Units or other interest in the Company.
(e) The execution, delivery and performance by such Member of this Agreement have been duly authorized by such Member. This Agreement constitutes a valid and binding obligation of such Member, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).
(f) Such Member understands that the Units will be "restricted securities" as that term is defined in Rule 144 under the Securities Act and, accordingly, that the Units must be held indefinitely unless they are subsequently registered under the Securities Act and qualified under any other applicable securities law or exemptions from such registration and qualification are available. Such Member understands that the Company is under no obligation to register or qualify Units under the Securities Act, or any other securities law.
(g) Such Member is a resident of the jurisdiction set forth in such Member's address on Schedule A. ----------
Appears in 1 contract
Representations, Warranties and Agreements of the Members. Each --------------------------------------------------------- Member hereby represents and warrants (severally as to itself only) that:
(a) The Units have been purchased by such Member and not by any other Person, with the Member's own funds or by issuance of Management Notes and not with the funds of any other Person other than pursuant to the issuance of Management Notes, and for the account of such Member, not as a nominee or agent and not for the account of any other Person. Such Member has purchased the Units for investment for an indefinite period, not with a view to the sale or distribution of any part of all thereof by public or private sale or other disposition.
(b) Such Member has been advised that the Units have not been registered under the Securities Act or registered or qualified under any other securities law, on the ground, among others, that no distribution or public offering of the Units is to be effected and the Units will be issued by the Company in connection with a transaction that does not involve any public offering within the meaning of Section 4(2) of the Securities Act, or the rules and regulations of the Securities and Exchange Commission and under comparable exemptive provisions of the securities laws, rules and regulations of other jurisdictions. Such Member understands that the Company is relying in part on the Member's representations as set forth herein for purposes of claiming such exemptions and that the basis for such exemptions may not be present if, notwithstanding such Member's representations, such Member has in mind merely acquiring Units for resale on the occurrence or non-occurrence of some predetermined event. Such Member has no such intention.
(c) 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 Units and has the capacity to protect such Member's own interests in connection with such Member's proposed investment in Units.
(d) Such Member acknowledges that such Member has been furnished with such financial and other information concerning the Company as such Member considers necessary in connection with such Member's investment in Units. Such Member has carefully reviewed such information and is thoroughly familiar with the proposed business, operations, properties and financial condition of the Company and has discussed with representatives of the Company any questions the Purchase may have had with respect thereto. Such Member understands: (i) the risks involved in this offering, including the speculative nature of the investment; (ii) the financial hazards involved in this offering, including the risk of losing such Member's entire investment; (iii) the lack of liquidity and restrictions on transfers of Units; and (iv) the tax consequences of this investment. Such Member has consulted with such Member's own legal, accounting, tax, investment and other advisers with respect to the tax treatment of an investment by such Member in Units and the merits and risks of an investment in Units. Such Member is an "accredited investor" as defined under the Securities Act or has provided written notice to the Company that such Member is not an "accredited investor" prior to purchasing any Units or other interest in the Company.
(e) The execution, delivery and performance by such Member of this Agreement have been duly authorized by such Member. This Agreement constitutes a valid and binding obligation of such Member, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).
(f) Such Member understands that the Units will be "restricted securities" as that term is defined in Rule 144 under the Securities Act and, accordingly, that the Units must be held indefinitely unless they are subsequently registered under the Securities Act and qualified under any other applicable securities law or exemptions from such registration and qualification are available. Such Member understands that the Company is under no obligation to register or qualify Units under the Securities Act, or any other securities law.
(g) Such Member is a resident of the jurisdiction set forth in such Member's address on Schedule A. ----------SCHEDULE A.
Appears in 1 contract
