Representations, Warranties and Covenants of the Members. Each Member, severally but not jointly, represents, warrants, and with respect to clauses (f) and (g) below, covenants to the Company and each other Member with respect to itself only, that: (I) (x) the following statements are true and correct as of, with respect to the Member, the Effective Date, (y) the following statements are true and correct as of, with respect to any other Person hereafter admitted as a Member pursuant to this Agreement, the date such Person is so admitted as a Member, and (II) with respect to clauses (f) and (g) below, shall be true and correct at all times that such Person is a Member:
(i) It is an entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization.
(ii) It has the full right, power and authority to perform its obligations hereunder.
(iii) The execution and delivery of this Agreement by the Member and the consummation by such Member of the transactions contemplated hereby have been duly authorized by all necessary entity action required on the part of such Member, its respective members and their respective managing members (as applicable). This Agreement has been duly executed and delivered by such Member. This Agreement is a legal valid and binding obligation of such Member enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and by general equitable principles.
(iv) It has such sophistication, knowledge and experience in financial and business matters that it is capable of evaluating the merits, risks and suitability of entering into the Transaction. It is acquiring its Membership Interest for its own account and not as a nominee or agent. It understands its Membership Interest have not been, and will not be, registered under the Securities Act and are being acquired in a transaction not involving a public offering by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of each Member’s investment intent and the accuracy of the Members’ respective representations as expressed herein. It understands that no public market now exists for the Membership Interests or any of the securities of the Company and that neither the Company nor any Member or Affiliate thereof has made any assurances that a public market will ever exist...
Representations, Warranties and Covenants of the Members. (a) Each Member represents and warrants to the other Members as follows:
(i) if such Member is not a natural Person, such Member represents and warrants that it is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation with all requisite entity power and authority to enter into this Agreement and to perform its obligations hereunder;
(ii) this Agreement constitutes the legal, valid and binding obligation of the Member enforceable in accordance with its terms;
(iii) if such Member is not a natural Person, such Member represents and warrants that all limited liability company, corporate or partnership action on the part of the Member necessary for the authorization, execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, have been duly taken;
(iv) if such Member is a natural Person, such Member represents and warrants that he has the legal capacity to enter into this Agreement and to perform his obligations hereunder;
(v) the execution and delivery of this Agreement by the Member, and the consummation of the transactions contemplated hereby, does not conflict with or contravene the provisions of the organizational documents of such Member (if such Member is not a natural Person) or any agreement or instrument by which it or its properties are bound or any law, rule, regulation, order or decree to which it or its properties are subject;
(vi) the Member has not retained any broker, finder or other commission or fee agent, and no such Person has acted on its behalf in connection with the acquisition of any Property or the execution and delivery of this Agreement;
Representations, Warranties and Covenants of the Members. Each Member, by executing this Dividend Agreement, does hereby make the following representations, warranties, and covenants to the Company and to each other Member:
a. Each Member has the requisite power and authority to enter into this Dividend Agreement and to execute and carry out that Member’s Assignment of Units.
b. Each Member does hereby release and hold harmless the Company, the Manager, and each other Member (the “Indemnified Persons”) for any action taken by any Indemnified Person in connection with the business and affairs of the Company as well as the actions in liquidating and dissolving the Company.
Representations, Warranties and Covenants of the Members. To induce the other Member to enter into this Agreement, each Member hereby represents, warrants and covenants as follows to the Company and to the other Member:
Representations, Warranties and Covenants of the Members. As a material inducement to Parent and Merger Sub to enter into this Agreement, and to consummate the Transactions, except as set forth on the correspondingly numbered section or subsection of the disclosure schedules delivered by the Members to Parent concurrently with the execution and delivery of this Agreement (the “Member Disclosure Schedules”) (it being agreed that the disclosure of any item in one section or subsection thereof shall be deemed included on any other section or subsection, and to modify each other representation and warranty (even if such representation and warranty does not reference the Member Schedules) to which the relevance of such item is reasonably apparent on its face), each of the Members severally, and not jointly, represents and warrants to Parent and Merger Sub, with respect only to such Member, as of the date hereof and as of the Closing Date, as follows:
Representations, Warranties and Covenants of the Members. 53 13.1 Representations . . . . . . . . . . . . . . . . . . . . . . .53 13.2 Covenants . . . . . . . . . . . . . . . . . . . . . . . . . .53
Representations, Warranties and Covenants of the Members. Each Member hereby represents and warrants to the Company and each other Member that each of the following statements shall be true and correct:
Representations, Warranties and Covenants of the Members. 32 SECTION 14.1 REPRESENTATIONS..........................................32 SECTION 14.2 CONFIDENTIALITY..........................................32 ARTICLE XV MISCELLANEOUS..............................................33 SECTION 15.1 AMENDMENTS...............................................33 SECTION 15.2 NOTICES..................................................33 SECTION 15.3 FAILURE TO PURSUE REMEDIES...............................34 SECTION 15.4 CUMULATIVE REMEDIES......................................34 SECTION 15.5 BINDING EFFECT...........................................34 SECTION 15.6 INTERPRETATION...........................................34 SECTION 15.7 SEVERABILITY.............................................34 SECTION 15.8 COUNTERPARTS.............................................34 SECTION 15.9 INTEGRATION..............................................34 SECTION 15.10 GOVERNING LAW...........................................34 SECTION 15.11 CONSENT TO JURISDICTION AND FORUM SELECTION.............34 SECTION 15.12 ATTORNEYS' FEES.........................................35 LIMITED LIABILITY COMPANY AGREEMENT OF TMCT, LLC This Limited Liability Company Agreement of TMCT, LLC (the "Company") is made as of August 8, 1997 (this "Agreement"), by and among The Times Mirror Company, a Delaware corporation ("TMC"), Candle Holdings Corporation, a Delaware corporation ("Sub 1"), Fortify Holdings Corporation, a Delaware corporation ("Sub 2"), Mattxxx Xxxxxx & Xompany, Incorporated, a New York corporation, Mosbx-Xxxr Book, Inc., a Missouri corporation, Newsday, Inc., a New York corporation, The Hartford Courant Company, a Connecticut corporation, and The Baltimore Sun Company, a Maryland corporation (collectively, with TMC, Sub 1 and Sub 2, the "TMC Members"), Chanxxxx Xxxst No. 1 ("Trust 1") and Chanxxxx Xxxst No. 2 ("Trust 2"), as Members of the Company.
Representations, Warranties and Covenants of the Members. 37 SECTION 14.1 REPRESENTATIONS...............................................................37 SECTION 14.2 CONFIDENTIALITY...............................................................38 ARTICLE XV MISCELLANEOUS...................................................................38 SECTION 15.1 AMENDMENTS....................................................................38 SECTION 15.2 NOTICES.......................................................................39 SECTION 15.3 FAILURE TO PURSUE REMEDIES....................................................39 SECTION 15.4 CUMULATIVE REMEDIES...........................................................39 SECTION 15.5 BINDING EFFECT................................................................39 SECTION 15.6 INTERPRETATION................................................................40 SECTION 15.7 SEVERABILITY..................................................................40 SECTION 15.8 COUNTERPARTS..................................................................40 SECTION 15.9 INTEGRATION...................................................................40 SECTION 15.10 GOVERNING LAW................................................................40 SECTION 15.11 CONSENT TO JURISDICTION AND FORUM SELECTION..................................40 SECTION 15.12 ATTORNEYS' FEES..............................................................41 This Amended and Restated Limited Liability Company Agreement of TMCT II, LLC (the "Company") is made as of September 3, 1999 (this "Agreement"), by and among:
Representations, Warranties and Covenants of the Members. (a) CalPERS hereby represents and warrants to BPOP that the following are true and correct as of the date hereof:
(i) CalPERS is duly organized and validly existing under the laws of the State of California;
(ii) This Agreement (A) has been duly authorized, executed and delivered by CalPERS, (B) upon execution by CalPERS, shall be the legal, valid and binding obligation of CalPERS and (C) does not violate any provisions of CalPERS' organizational documents or any document or agreement to which CalPERS is a party or by which it is bound; and
(iii) CalPERS has the power and authority to perform the obligations to be performed by it hereunder and no consents, authorizations or approvals are required for the performance of the obligations to be performed by CalPERS under this Agreement, except those as have been obtained.
(b) BPOP hereby represents and warrants to CalPERS that the following are true and correct as of the date hereof:
(i) BPOP is a limited partnership which has been duly formed and is validly existing under the laws of the State of Delaware; and is duly qualified to transact business in any jurisdiction required in order to carry out its duties hereunder;
(ii) This Agreement (A) has been duly authorized, executed and delivered by BPOP, (B) upon execution by BPOP, this Agreement shall be the legal, valid and binding obligation of BPOP, and (C) does not violate any provisions of BPOP's organizational documents or any document or agreement to which BPOP is a party or by which any is bound; and
(iii) BPOP has the power and authority to perform the obligations to be performed by it hereunder and no consents, authorizations or approvals are required for the performance of the obligations to be performed by BPOP under this Agreement except those as have been obtained.
