Common use of Representations, Warranties and Covenants of Transferor Clause in Contracts

Representations, Warranties and Covenants of Transferor. Transferor hereby acknowledges, represents and warrants to, and agrees with, the Transferee and the Company as follows: (a) Transferor represents that the proposed Private Unit Transfer of the Assigned Membership Units is exempt from the applicable registration requirements of any Securities Act. (b) Transferor hereby covenants that it will, at any time, and from time to time, upon written request therefor, execute and deliver to Transferee any new or confirmatory instruments, and do and perform any and all other acts, which Transferee may reasonably request in order to fully assign, Transfer and vest the Assigned Membership Units in Transferee. (c) Transferor agrees to indemnify and hold the Company harmless for any damage, loss, cost, or liability (including legal fees and the cost of enforcing this indemnity) arising out of or resulting from the improper Transfer of Units from the Transferor to the Transferee. (d) Transferor understands that, to enforce the legend contained in Section 6(f) above, the Company may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing any of the Units. (e) Under penalties of perjury, Transferor certifies that: (i) the number shown on this Private Unit Transfer Request and Agreement is the Transferor’s correct taxpayer identification number (or the Transferor is waiting for a number to be issued), and (ii) the Transferor is not subject to backup withholding because: (A) he/she/it is exempt from backup withholding, or (B) he/she/it has not been notified by the Internal Revenue Service that he/she/it is subject to backup withholding as a result of a failure to report all interest or dividends, or (C) the Internal Revenue Service has notified him/her/it that he/she/it is no longer subject to backup withholding.

Representations, Warranties and Covenants of Transferor. Transferor hereby acknowledges, represents and warrants to, and agrees with, the Transferee and the Company as follows: (a) Transferor represents that the proposed Private Unit Transfer of the Assigned Membership Units is exempt from the applicable registration requirements of any Securities Act. (b) Transferor hereby covenants that it will, at any time, and from time to time, upon written request therefor, execute and deliver to Transferee any new or confirmatory instruments, and do and perform any and all other acts, which Transferee may reasonably request in order to fully assign, Transfer transfer and vest the Assigned Membership Units in Transferee. (c) Transferor agrees to indemnify and hold the Company harmless for any damage, loss, cost, or liability (including legal fees and the cost of enforcing this indemnity) arising out of or resulting from the improper Transfer of Units from the Transferor to the Transferee. (d) Transferor understands that, to enforce the legend contained in Section 6(f) above, the Company may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing any of the Units. (e) Under penalties of perjury, Transferor certifies that: (i) the number shown on this Private Unit Transfer Request and Agreement is the Transferor’s correct taxpayer identification number (or the Transferor is waiting for a number to be issued), and (ii) the Transferor is not subject to backup withholding because: (A) he/she/it is exempt from backup withholding, or (B) he/she/it has not been notified by the Internal Revenue Service that he/she/it is subject to backup withholding as a result of a failure to report all interest or dividends, or (C) the Internal Revenue Service has notified him/her/it that he/she/it is no longer subject to backup withholding.

Representations, Warranties and Covenants of Transferor. Transferor hereby acknowledges, represents and warrants to, and agrees with, the Transferee and the Company as follows: (a) Transferor represents that the proposed Private Unit Transfer of the Assigned Membership Units is exempt from the applicable registration requirements of any Securities Act. (b) Transferor hereby covenants that it will, at any time, and from time to time, upon written request therefor, execute and deliver to Transferee any new or confirmatory instruments, and do and perform any and all other acts, which Transferee may reasonably request in order to fully assign, Transfer transfer and vest the Assigned Membership Units in Transferee. (c) Transferor agrees to indemnify and hold the Company harmless for any damage, loss, cost, or liability (including legal fees and the cost of enforcing this indemnity) arising out of or resulting from the improper Transfer of Units from the Transferor to the Transferee. (d) Transferor understands that, to enforce the legend contained in Section 6(f) above, the Company may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing any of the Units. (e) Under penalties of perjury, Transferor certifies that: (i) the number shown on this Private Unit Transfer Request and Agreement is the Transferor’s correct taxpayer identification number (or the Transferor is waiting for a number to be issued), and (ii) the Transferor is not subject to backup withholding because: (A) he/she/it is exempt from backup withholding, or (B) he/she/it has not been notified by the Internal Revenue Service that he/she/it is subject to backup withholding as a result of a failure to report all interest or dividends, or (C) the Internal Revenue Service has notified him/her/it that he/she/it is no longer subject to backup withholding.