Common use of Representations Warranties and Covenants of Members Clause in Contracts

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. (a) Each non-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. (b) 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 (the “33 Act”), 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. that: (c) Each Member represents, warrants and covenants that:to the other Members (i) It is validly organized 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 existing lists published by OFAC (including those executive orders and lists published by OFAC with respect to specially designated nationals and blocked persons) or otherwise. (ii) It and no Person who owns a direct interest in good standing according 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. (d) 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 as are required by law to assure that the funds invested in the Company are derived: (i) from transactions that do not violate U.S. law nor, to the extent such funds originate outside the United States, do not violate the laws of the state of its incorporation or organization, jurisdiction in which they originated; 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 authorizedfrom permissible sources under U.S. law or to the extent such funds originate outside the United States, executed and delivered on behalf of such Member and constitutes under the valid and binding obligations of such Member enforceable in accordance with the terms of such Agreement; (iii) Neither the formation laws 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 businessjurisdiction in which they originated. (be) Each individual member represents Member represents, warrants and covenants that: (i) This Agreement that it is in, and will be in, compliance with any and all applicable provisions of the valid and binding obligation Patriot Act 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 business2001, as amended.

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: (a) Each non-individual such Member representsis duly incorporated, warrants organized, or formed (as applicable), validly existing, and covenants that: (iif applicable) It in good standing under the law of the jurisdiction of its incorporation, organization, or formation; if required by applicable law, such Member is validly organized and existing duly qualified and in good standing according to in the laws of the state jurisdiction of its incorporation or principal place of business, if different from its jurisdiction of incorporation, organization, or formation; and it is qualified such Member has full power and authority to do business in every jurisdiction where the failure to be so qualified would have a material adverse effect on its ability execute and deliver this Agreement and to perform its obligations under this Agreement; (ii) This Agreement is duly authorizedhereunder, executed and delivered on behalf all necessary actions by the board of such Member directors, shareholders, managers, members, partners, trustees, beneficiaries, or other applicable Persons necessary for the due authorization, execution, delivery, 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 performance 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 by 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.have been duly taken; (b) Each individual member represents such Member has duly executed and delivered this Agreement and it constitutes the legal, warrants and covenants that: (i) This Agreement is the valid valid, and binding obligation of such MemberMember enforceable against it in accordance with its terms (except as may be limited by bankruptcy, insolvency, or similar laws of general application and by the effect of general principles of equity, regardless of whether considered at law or in equity); (iic) Neither the entering into nor the such Member’s authorization, execution, delivery, and performance of this Agreement do not and will violate not (i) conflict with, or result in a breach, default, or violation of, (A) the terms organizational documents of such Member, (B) any contract or conditions of agreement to which such Member is a party or is otherwise subject, or (C) any agreement law, order, judgment, decree, writ, injunction, or order binding on the Memberarbitral award to which such Member is subject; or (ii) require any consent, approval, or authorization from, filing or registration with, or notice to, any governmental authority or other Person, unless such requirement has already been satisfied; and (iiid) He such Member (or she will if such Member is a disregarded entity, the Person treated as owning the Member’s assets for federal income tax purposes) is not violate any law a Disqualified Person, such Member is a “United States person” within the meaning of Section 7701(a)(30) of the Code (or regulation regarding is an entity that is disregarded as separate from such a person for federal income tax purposes), such Member is not subject to withholding under Section 1446 of the Company or its businessCode, and such Member is not a Related Person.