Representations Warranties and Covenants of Members. (a) Each non-individual Member represents, warrants and covenants that:
(i) It is validly organized and existing and in good standing according to the laws of the state of its incorporation or organization, and it is qualified to do business in every jurisdiction where the failure to be so qualified would have a material adverse effect on its ability to perform its obligations under this Agreement;
(ii) This Agreement is duly authorized, executed and delivered on behalf of such Member and constitutes the valid and binding obligations of such Member enforceable in accordance with the terms of such Agreement;
(iii) Neither the formation of the Company, the execution and delivery of this Agreement (including all contracts or other agreements necessary to carry out the purposes of this Agreement), nor the performance of the obligations undertaken pursuant to this Agreement will contravene any provision of, or constitute a default under, any indenture, mortgage, debenture, or other agreement of such Member, any order of any court, commission, or governmental agency having jurisdiction, or violate any law or regulation affecting or governing the Member or the business conducted by the Member; and
(iv) It will not willfully or knowingly violate any law or regulation regarding the Company or its business.
(b) Each individual member represents , warrants and covenants that:
(i) This Agreement is the valid and binding obligation of such Member;
(ii) Neither the entering into nor the performance of this Agreement will violate the terms or conditions of any agreement or order binding on the Member; and
(iii) He or she will not violate any law or regulation regarding the Company or its business.
Representations Warranties and Covenants of Members. Each of the Members hereby represents and warrants to, and agrees with, the Company that:
(a) The Member has the full right, power and authority to execute, deliver and perform the terms of this Agreement.
(b) This Agreement has been duly executed and delivered on behalf of the Member and constitutes the valid and binding obligation of the Member in accordance with its terms.
(c) The Member is not subject to any restriction or agreement which prohibits or would be violated by the execution hereof or the consummation of the transactions contemplated herein or pursuant to which the consent of any third person, firm or corporation is required in order to give effect to the transactions contemplated herein.
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 represents, warrants, and covenants to the other Member as follows:
Representations Warranties and Covenants of Members. 10.01 Representations, Warranties and Covenants............... 16 ARTICLE 11: DISSOLUTION, WINDING-UP AND TERMINATION
11.01 Dissolution............................................. 17 11.02 Winding-Up and Termination.............................. 17 11.03
Representations Warranties and Covenants of Members. Each Member represents and warrants to, and covenants and agrees with the Company that: (a) such Member is not making a market in the Units; (b) such Member will not transfer any Unit on an "established securities market" or a "secondary market (or substantial equivalent thereof)" within the meaning of Section 7704 of the Code and the Regulations thereunder; and (c) such Member will not transfer any Unit through "matching services" within the meaning of Section 7704 of the Code that is not approved in advance by the Board. Each Member shall indemnify and hold harmless the Company against all damages, losses, or expenses incurred by the Company with respect to a breach of any representation, warranty, or covenant of such Member or, in the case such Member's continued suitability, such Member fails to notify the Company as to such Member's lack of continued suitability, and shall defend the Company in any action or proceeding with respect to such breach.
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
3.11.2 Each Member further represents and warrants to the other Members that:
(i) such Member is acquiring an interest in the Company for its own account, for investment only and not as nominee or agent, and not with a view to the resale or distribution of any part thereof; (ii) such Member can bear the economic risk of its investment in the Company for an indefinite period of time and has adequate means for providing for such Member’s current needs and individual contingencies; (iii) the Membership Interests in the Company are not registered under the Securities Act of 1933, as amended, or under any state securities laws, and such investment may not be resold unless subsequently registered or unless an exemption from registration is available, and it does not have the right to require such registration; and (iv) the Member’s knowledge and experience in financial and business matters are such that the Member is capable of evaluating the merits and risk of the investment.
3.11.3 Each Member represents, warrants and covenants to the other Members
(A) It is not now nor will it be at any time during the term of this Agreement a Person with whom a U.S. Person, including a financial institution, is prohibited from transacting business of the type contemplated by this Agreement, whether such prohibition arises under U.S. law, regulation, executive orders and lists published by OFAC (including those executive orders and lists published by OFAC with respect to specially designated nationals and blocked persons) or otherwise.
(B) It is not, and no Person who owns a direct interest in such Member is, now nor will be at any time during the term of this Agreement a Person with whom a U.S. Person, including a financial institution, is prohibited from transacting business of the type contemplated by this Agreement, whether such prohibition arises under U.S. law, regulation, executive orders and lists published by OFAC (including those executive orders and lists published by OFAC with respect to specially designated nationals and blocked persons) or otherwise.
3.11.4 Each Member represents, warrants and covenants to the other Members that it has taken, and will continue to take during the term of this Agreement, such measures ...
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.
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:
( 1 ) Authority of the COPs Trust Member. The COPs Trust Member is validly existing, and has the proper authority to enter into this Agreement. The persons and entities executing this Agreement on behalf of the COPs Trust Member have the power and authority to execute and deliver this Agreement on behalf of the COPs Trust Member. This Agreement has been duly authorized, executed and delivered by the COPs Trust Member and shall constitute a legal, valid and binding obligation of the COPs Trust Member, enforceable against the COPs Trust Member in accordance with its tenns.
Representations Warranties and Covenants of Members
