Representations and Warranties of Members. By execution and delivery of this Agreement or a Joinder Agreement, as applicable, each of the Members, whether admitted as of the date hereof or pursuant to Section 4.01, represents and warrants to the Company and acknowledges that:
Representations and Warranties of Members. Each Member hereby represents and warrants to the Company and acknowledges that:
Representations and Warranties of Members. Each Member hereby represents, warrants and covenants to the Company that, as of the date hereof:
Representations and Warranties of Members. By execution and delivery of this Agreement or an Adherence Agreement, as applicable, each of the Members, as of the date such Member acquired Units, represents and warrants to the Company and acknowledges that:
Representations and Warranties of Members. Each Member severally, but not jointly, represents and warrants as of the Effective Date or any subsequent date on which such Member is admitted to the Company, and as of the receipt of any additional Units, to the Company and the other Members that:
Representations and Warranties of Members. Each Member (including each Additional Member) hereby represents and warrants to and acknowledges with the Company and each other Member that: (i) such Member has such knowledge and experience in financial and business matters and is capable of evaluating the merits and risks of an investment in the Company and making an informed investment decision with respect thereto; (ii) such Member is an "accredited investor" as defined in Rule 501 of, or is otherwise a permissible purchaser under, Regulation D under the Securities Act, and is able to bear the economic and financial risk of an investment in the Company for an indefinite period of time; (iii) such Member is acquiring or has acquired Units for investment only and not with a view to, or for resale in connection with, any distribution to the public or public offering thereof; (v) the interests of the Company have not been registered under the Securities Act, or the securities laws of any jurisdiction and cannot be disposed of unless they are subsequently registered and/or qualified under applicable securities laws and the provisions of this Agreement have been complied with; (iv) the execution, delivery and performance of this Agreement have been duly authorized by such Member and do not require such Member to obtain any consent or approval that has not been obtained and do not contravene or result in a default under any provision of any Law applicable to such Member, its charter, bylaws and other governing documents (if an entity) or any agreement or instrument to which such Member is a party or by which such Member is bound and (v) this Agreement is valid, binding and enforceable against such Member in accordance with its terms.
Representations and Warranties of Members. Each Member hereby represents and warrants to the Company and to the other Members, severally but not jointly, as of the date of this Agreement (or, in the case of an Additional Member, as of the date of the applicable Adoption Agreement), that (a)(i) it is duly organized, validly existing and in good standing (to the extent that such concept, or the equivalent thereof, is recognized in the applicable jurisdiction) under the Laws of its jurisdiction of organization, (ii) it has all requisite power and authority under applicable Law and its Charter Documents to enter into this Agreement and to perform its obligations hereunder, including the funding obligations under Section 5.01 and Section 5.02, (iii) the execution and delivery by such Member of this Agreement and the performance of its obligations hereunder has been duly authorized and approved by all necessary corporate or other action under applicable Law and its Charter Documents, (iv) this Agreement has been duly executed and delivered by such Member and (v) this Agreement is the legal, valid and binding obligation of such Member, enforceable against such Member in accordance with its terms, except as that enforceability may be (A) limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and (B) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law) and (b) the Member is acquiring its Membership Interest for the Member’s own account as an investment and without an intent as of the date of such acquisition to distribute such Membership Interest. Each Member agrees and acknowledges that any breach of this Section 3.02 by such Member shall be actionable by the Company or, if any other Member actually incurs any damages of any kind or nature resulting from such breach, by such other Member in its individual capacity.
Representations and Warranties of Members. Each Member severally, but not jointly, represents and warrants that:
Representations and Warranties of Members. The MEMBERS hereby represent, warrant and agree as follows:
Representations and Warranties of Members. Each Member hereby represents and warrants to and acknowledges with the Company that: (i) such Member is acquiring interests in the Company for investment only and not with a view to, or for resale in connection with, any distribution to the public or public offering thereof; (ii) the interests in the Company have not been registered under the securities laws of any jurisdiction and cannot be disposed of unless they are subsequently registered and/or qualified under applicable securities laws and the provisions of this Agreement have been complied with; (iii) the execution, delivery and performance of this Agreement have been duly authorized by such Member and do not require such Member to obtain any consent or approval that has not been obtained and do not contravene or result in a default under any provision of any law or regulation applicable to such Member or other governing documents or any agreement or instrument to which such Member is a party or by which such Member is bound and (iv) this Agreement is valid, binding and enforceable against such Member in accordance with its terms.
