Representations Warranties and Covenants of Members. Each of the Members hereby represents and warrants to, and agrees with, the Company that:
Representations Warranties and Covenants of Members. 23 Section 6.2 Additional Representations and Warranties of Management Members and Investor Members 25 Section 6.3 Additional Representations and Warranties of Xxxxx Members 25 Section 6.4 Certain Members 26 ARTICLE VII CAPITAL ACCOUNTS; CAPITAL CONTRIBUTIONS Section 7.1 Capital Accounts 26 Section 7.2 Adjustments 26 Section 7.3 Capital Contributions 27 Section 7.4 Additional Capital Contributions by Xxxxx 27 Section 7.5 Additional Capital Contributions 28 Section 7.6 Negative Capital Accounts 28 ARTICLE VIII ADDITIONAL TERMS APPLICABLE TO OVERRIDE UNITS Section 8.1 Certain Terms. 28 Section 8.2 Effects of Termination of Employment on Override Units. 29 Section 8.3 Nontransferability of Awards 32 ARTICLE IX ALLOCATIONS
Representations Warranties and Covenants of Members. (a) Each non-individual Member represents, warrants and covenants that:
Representations Warranties and Covenants of Members. 3.11.1 Each Member represents and warrants to the other Members that: (i) all transactions contemplated by this Agreement to be performed by it have been duly authorized by all necessary action and do not require the consent or approval of any third party; (ii) it has all necessary power with respect thereto; (iii) the consummation of such transactions will not (and with the giving of notice or lapse of time or both would not) result in a breach or violation of, or a default or loss of contractual benefits under, its operating agreement, any agreement by which it or any of its properties is bound, or any statute, regulation, order or other law to which it or any of its properties is subject, or give rise to a lien or other encumbrance upon any of its properties or assets; (iv) this Agreement is a valid and binding agreement on the part of such Member, enforceable in accordance with its terms, subject to applicable debtor relief laws; (v) such Member is not a foreign person as that term is defined in Code § 1445; and (vi) as of the date hereof, such Member has no contract, understanding, undertaking, agreement or arrangement of any kind with any Person to sell, transfer or pledge to any Person its Membership Interest or any part thereof.
Representations Warranties and Covenants of Members. (a) In order to induce the FGIC Member to enter into this Agreement and to perfonn hereunder, and without limiting any other representation, covenant or warranty contained herein or in any other agreement, each of the COPs Trust Members make, as of the Effective Date, the following representations, warranties and covenants to the FGIC Member:
Representations Warranties and Covenants of Members. 7.1. Representations and Warranties of the Special Purpose Members. ............................................. 85 7.2. Covenants of the Special Purpose Members.............. 85 7.3. Limitations on Activities of Special Purpose Members . 87 7.4.
Representations Warranties and Covenants of Members. Each Member, for itself severally and not jointly, hereby represents and warrants to the Company and each other Member that the following statements are true and correct as of the Effective Date or such later date on which such Person becomes a Member, as applicable, and covenants to the Company and each other Member that the statements in Section 3.4 shall be true and correct at all times that such Member is a Member:
Representations Warranties and Covenants of Members. 10.01 Representations, Warranties and Covenants............... 16 ARTICLE 11: DISSOLUTION, WINDING-UP AND TERMINATION
Representations Warranties and Covenants of Members. Each Member represents, warrants, and covenants to the other Member as follows:
Representations Warranties and Covenants of Members. (a) Investment Intention and Restrictions on Disposition. Each Member represents and warrants that such Member is acquiring the Interests and/or Special Membership Interests, as applicable, solely for such Member's own account for investment and not with a view to resale in connection with, any distribution thereof. Each Member agrees that such Member will not, directly or indirectly, Transfer any of the Interests or Special Membership Interests (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of any of the Interests) or any interest therein or any rights relating thereto or offer to Transfer, except in compliance with the Securities Act, all applicable state securities or "blue sky" laws and this Agreement, as the same shall be amended from time to time. Any attempt by a Member, directly or indirectly, to Transfer, or offer to Transfer, any Interests or Special Membership Interests, as applicable, or any interest therein or any rights relating thereto without complying with the provisions of this Agreement, shall be void and of no effect.
