Common use of Securities Law Representations and Warranties Clause in Contracts

Securities Law Representations and Warranties. Each Member hereby represents and warrants to the Company and to all of the other Members all of the following: (a) Such member is acquiring such Member’s Membership Interest for investment and not with a view to the sale or distribution of any part thereof. (b) Such member has no present intention to sell or otherwise distribute any part of such Member’s Membership Interest. (c) The Company has advised such Member (i) that such Member’s Membership Interest has not been registered under the Securities Act, as the offering and sale of such Member’s Membership Interest is to be effected in accordance with an exemption from the registration requirements of the Securities Act and similar exemptions under applicable state securities law, and (ii) that, in this connection, the Company is relying in part on the representations and warranties of such Member set forth herein. (d) Such Member shall make no disposition of all or any portion of such Member’s Membership Interest unless and until (i) such Member has notified the Company of the proposed disposition, (ii) such Member has furnished the Company with an opinion of legal counsel to the effect that such disposition will not require registration of such Member’s Membership Interest under the Securities Act, (iii) such opinion of legal counsel has been concurred with by the Company’s legal counsel, and (iv) the Company has advised such Member of such concurrence. (e) Such Member has received all such information as such Member deems necessary and appropriate to enable such Member to evaluate the financial risk inherent in acquiring such Member’s Membership Interest, and such Member acknowledges receipt of satisfactory and complete information covering the business and financial condition of the Company in response to all inquiries in respect thereof. (f) Such Member has had the opportunity to consult with such Member’s investment counselors, attorneys, accountants and other advisors regarding the terms and conditions of this Operating Agreement and its tax and legal consequences. (g) Such Member has either or both of the following: (i) a pre-existing business or personal relationship with the Company and/or ONE (1) or more of its Managers; or (ii) sufficient sophistication to make an informed investment decision based on such Member’s personal knowledge of the business and affairs of the Company, based on such additional information as such Member may have requested and received from the Company and based on the independent inquiries and investigation undertaken by such Member. (h) Such Member understands that such Member’s investment in such Member’s Membership Interest is speculative and risky. (i) Such Member understands that such Member has no assurance that the Company will be a financial success or that such Member’s investment in such Member’s Membership Interest will be recovered. (j) Such Member has the financial ability to bear the economic risk of such Member’s investment in such Member’s Membership Interest, has adequate means for providing for such Member’s current needs and personal contingencies and has no need for liquidity with respect to such Member’s Membership Interest. (k) The Company used no general solicitation or general advertising in connection with the Company’s offer to sell (if any) or the Company’s sale of such Member’s Membership Interest to such Member. (l) Such Member recognizes that such Member’s Membership Interest is unregistered under the Securities Act and must be held indefinitely unless it is subsequently registered under the Securities Act or an exemption from such registration is available. (m) Except pursuant to the Registration Rights Agreement, such Member understands that the Company is under no obligation to register such Member’s Membership Interest under the Securities Act or to comply with any exemption from such registration. (n) Such Member understands and agrees that, in addition to any other restrictive legend that may be imposed on any certificate evidencing ownership of such Member’s Membership Interest, such certificate shall bear the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933; THEY HAVE BEEN ACQUIRED BY THE HOLDER FOR INVESTMENT AND MAY NOT BE PLEDGED, HYPOTHECATED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT AS MAY BE AUTHORIZED UNDER THE SECURITIES ACT OF 1933 AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER. (o) Such Member understands that Rule 144 under the Securities Act presently does not apply and may never apply to the Company’s securities because the Company does not now, and may never, file reports required by the Exchange Act, and has not made, and may never make, publicly available the information required by Rule 15c2-11 of the Exchange Act. Furthermore, such Member understands that if Rule 144 were available, sales of Company securities made in reliance thereon could be made only in certain limited amounts, after certain holding periods, and only when specified current information about the Company had been made available to the public, all in accordance with the terms and in satisfaction of the conditions of Rule 144. Such Member understands that, in the case of Company securities to which Rule 144 is not applicable, compliance with some other exemption under the Securities Act will be required in order for any re-sale or other transfer of such Company securities to be effected legally.

Securities Law Representations and Warranties. Each Member hereby represents and warrants to the Company and to all of the other Members all of the following: (a) Such member is acquiring such Member’s Membership 's Interest for investment and not with a view to the sale or distribution of any part thereof. (b) Such member has no present intention to sell or otherwise distribute any part of such Member’s Membership 's Interest. (c) The Company has advised such Member (i) that such Member’s Membership 's Interest has not been registered under the Securities Act, as the offering and sale of such Member’s Membership 's Interest is to be effected in accordance with an exemption from the registration requirements of the Securities Act and similar exemptions under applicable state securities law, and (ii) that, in this connection, the Company is relying in part on the representations and warranties of such Member set forth herein. (d) Such Member shall make no disposition of all or any portion of such Member’s Membership 's Interest unless and until (i) such Member has notified the Company of the proposed disposition, (ii) such Member has furnished the Company with an opinion of legal counsel to the effect that such disposition will not require registration of such Member’s Membership 's Interest under the Securities Act, (iii) such opinion of legal counsel has been concurred with by the Company’s 's legal counsel, and (iv) the Company has advised such Member of such concurrence. (e) Such Member has received all such information as such Member deems necessary and appropriate to enable such Member to evaluate the financial risk inherent in acquiring such Member’s Membership 's Interest, and such Member acknowledges receipt of satisfactory and complete information covering the business and financial condition of the Company in response to all inquiries in respect thereof. (f) Such Member has had the opportunity to consult with such Member’s 's investment counselors, attorneys, accountants and other advisors regarding the terms and conditions of this Operating Agreement and its tax and legal consequences. (g) Such Member has either or both of the following: (i) a pre-existing business or personal relationship with the Company and/or ONE one (1) or more of its Managers; or (ii) sufficient sophistication to make an informed investment decision based on such Member’s 's personal knowledge of the business and affairs of the Company, based on such additional information as such Member may have requested and received from the Company and based on the independent inquiries and investigation undertaken by such Member. (h) Such Member understands that such Member’s 's investment in such Member’s Membership 's Interest is speculative and risky. (i) Such Member understands that such Member has no assurance that the Company will be a financial success or that such Member’s 's investment in such Member’s Membership 's Interest will be recovered. (j) Such Member has the financial ability to bear the economic risk of such Member’s 's investment in such Member’s Membership 's Interest, has adequate means for providing for such Member’s 's current needs and personal contingencies and has no need for liquidity with respect to such Member’s Membership 's Interest. (k) Neither the Company, nor any of the other Members nor any employee, agent or affiliate of the Company or of any of the other Members has made any representation or warranty to such Member. (I) The Company used no general solicitation or general advertising in connection with the Company’s 's offer to sell (if any) or the Company’s 's sale of such Member’s Membership 's Interest to such Member. (l) Such Member recognizes that such Member’s Membership Interest is unregistered under the Securities Act and must be held indefinitely unless it is subsequently registered under the Securities Act or an exemption from such registration is available. (m) Except pursuant to the Registration Rights Agreement, such Member understands that the Company is under no obligation to register such Member’s Membership Interest under the Securities Act or to comply with any exemption from such registration. (n) Such Member understands and agrees that, in addition to any other restrictive legend that may be imposed on any certificate evidencing ownership of such Member’s Membership Interest, such certificate shall bear the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933; THEY HAVE BEEN ACQUIRED BY THE HOLDER FOR INVESTMENT AND MAY NOT BE PLEDGED, HYPOTHECATED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT AS MAY BE AUTHORIZED UNDER THE SECURITIES ACT OF 1933 AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER. (o) Such Member understands that Rule 144 under the Securities Act presently does not apply and may never apply to the Company’s securities because the Company does not now, and may never, file reports required by the Exchange Act, and has not made, and may never make, publicly available the information required by Rule 15c2-11 of the Exchange Act. Furthermore, such Member understands that if Rule 144 were available, sales of Company securities made in reliance thereon could be made only in certain limited amounts, after certain holding periods, and only when specified current information about the Company had been made available to the public, all in accordance with the terms and in satisfaction of the conditions of Rule 144. Such Member understands that, in the case of Company securities to which Rule 144 is not applicable, compliance with some other exemption under the Securities Act will be required in order for any re-sale or other transfer of such Company securities to be effected legally.