Common use of Member Representations and Warranties Clause in Contracts

Member Representations and Warranties. As of the date hereof, each of the Members hereby makes each of the representations and warranties applicable to such Member as set forth in this Section 16.22.2. Such representations and warranties shall survive the execution of this Agreement. (a) Such Member is a corporation duly organized or a partnership or limited liability company duly formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation and has the corporate, partnership or company power and authority to own its property and carry on its business as owned and carried on at the date hereof and as contemplated hereby. Such Member is duly licensed or qualified to do business and in good standing in each of the jurisdictions in which the failure to be so licensed or qualified would have a material adverse effect on its ability to perform its obligations hereunder. Such Member has the corporate, partnership or company power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and the execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate, partnership or company action. This Agreement constitutes the legal, valid and binding obligation of such Member. (b) Neither the execution, delivery or performance of this Agreement nor the consummation by such Member of the transactions contemplated hereby (i) materially conflicts with, materially violates or results in a material breach of any of the terms, conditions or provisions of any law, regulation, order, writ, injunction, decree, determination or award of any court, any governmental department, board, agency or instrumentality, domestic or foreign, or any arbitrator, applicable to such Member, (ii) conflicts with, violates, results in a breach of or constitutes a default under any of the terms, conditions or provisions of the articles of incorporation, bylaws, partnership agreement or operating agreement of such Member, (iii) materially conflicts with, materially violates, results in a material breach of or constitutes a material default under any material agreement or instrument to which such Member is a party or by which such Member is bound or to which any of its properties or assets is subject, (iv) materially conflicts with, materially violates, results in a material breach of or constitutes a material default under (whether with notice or lapse of time or both), accelerates or permits the acceleration of the performance required by, gives to others any material interests or material rights or requires any consent, authorization or approval under any indenture, mortgage or lease to which such Member is a party or by which such Member or any of their properties or assets is or may be bound or (iv) results in the creation or imposition of any lien upon any of the properties or assets of such Member. (c) There are no actions, suits, proceedings or investigations pending, or, to the knowledge of such Member, threatened against or affecting such Member or any of their properties, assets or businesses in any court or before or by any governmental department, board, agency or instrumentality, domestic or foreign, or any arbitrator which could, if adversely determined (or, in the case of an investigation could, in such Member’s reasonable judgment, lead to any action, suit or proceeding which if adversely determined could) reasonably be expected to materially impair such Member’s ability to perform its obligations under this Agreement; such Member has not received any currently effective notice of any default, and, to the knowledge of such Member, is not in default, under any applicable order, writ, injunction, decree, permit, determination or award of any court, any governmental department, board, agency or instrumentality, domestic or foreign, or any arbitrator which could reasonably be expected to materially impair such Member’s ability to perform its obligations under this Agreement. (d) Such Member is acquiring its Membership Interest based upon its own investigation, and the exercise by such Member of its rights and the performance of its obligations under this Agreement will be based upon its own investigation, analysis and expertise. Such Member is a sophisticated investor possessing an expertise in analyzing the benefits and risks associated with acquiring investments that are similar to the acquisition of its Membership Interest.

Member Representations and Warranties. As Community Member represents and warrants as of the date hereof, each of the Members hereby makes each of the representations and warranties applicable to such Member as set forth in this Section 16.22.2. Such representations and warranties shall survive the execution of this Agreement.Closing Date that: (a) Such Community Member is a corporation duly organized or a partnership or limited liability company duly formedorganized, validly existing and in good standing under the laws of the jurisdiction State of its incorporation or formation North Dakota and has the corporate, partnership or company all requisite power and authority and licenses to own or lease its property and to carry on its business as owned and carried on at the date hereof and as contemplated herebyit is now being conducted. Such Member is duly licensed or qualified to do business and in good standing in each of the jurisdictions in which the failure to be so licensed or qualified would have a material adverse effect on its ability to perform its obligations hereunder. Such Member has the corporate, partnership or company power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and the The execution, delivery and performance of this Agreement has by Community Member have been duly authorized by all necessary corporateproper action on the part of Community Member, partnership and are within its powers and will not conflict with or company actionbe in violation of Community Member's organizational documents. This Agreement constitutes the legal, valid and binding obligation of such Community Member, enforceable against Community Member in accordance with its terms. (b) Neither the execution, delivery or The performance of this Agreement nor the consummation by such Community Member of the transactions contemplated hereby (i) materially conflicts with, materially violates will not violate or results in a material breach of any of the terms, conditions or provisions of any law, regulation, order, writ, injunction, decree, determination or award of any court, any governmental department, board, agency or instrumentality, domestic or foreign, or any arbitrator, applicable to such Member, (ii) conflicts with, violates, results result in a breach of or constitutes of, constitute a default under, give rise to any right of acceleration or termination under any of the termslaw or any contract, conditions or provisions of the articles of incorporationagreement, bylawsnote, partnership bond, license, indenture, mortgage, lease agreement or operating agreement of such Member, (iii) materially conflicts with, materially violates, results in a material breach of other instrument or constitutes a material default under any material agreement or instrument obligation to which such Community Member is a party or by which such Member it is bound or to which affected or violate any of its properties rule or assets is subject, (iv) materially conflicts with, materially violates, results in a material breach of or constitutes a material default under (whether with notice or lapse of time or both), accelerates or permits the acceleration of the performance required by, gives to others any material interests or material rights or requires any consent, authorization or approval under any indenture, mortgage or lease to which such Member is a party or by which such Member or any of their properties or assets is or may be bound or (iv) results in the creation or imposition regulation of any lien upon any of the properties or assets of such Member. (c) There are no actions, suits, proceedings or investigations pending, or, to the knowledge of such Member, threatened against or affecting such Member or any of their properties, assets or businesses in any court or before or by any governmental department, board, agency or instrumentality, domestic or foreignadministrative agency, or any arbitrator which could, if adversely determined (or, in the case of an investigation could, in such Member’s reasonable judgment, lead to any action, suit or proceeding which if adversely determined could) reasonably be expected to materially impair such Member’s ability to perform its obligations under this Agreement; such Member has not received any currently effective notice of any default, and, to the knowledge of such Member, is not in default, under any applicable order, writ, injunction, decree, permit, determination judgment or award decree of any court, any governmental department, board, administrative agency or instrumentality, domestic or foreign, or any arbitrator which could reasonably be expected governmental body applicable to materially impair such Member’s ability it. (c) Community Member has obtained and kept in force all material governmental licenses and permits necessary to perform conduct its obligations under this Agreementbusiness as it is now being conducted. (d) Such The balance sheet of Community Member or its affiliate group provided to ▇▇▇▇▇ Fargo Member and the related statements of earnings, stockholders' equity and changes in financial position for the year provided, with notes thereto, reported upon or reviewed by independent certified public accountants, present fairly the financial position of Community Member or its affiliate group as of the date thereof and the results of operations, stockholders' equity and changes in financial position thereof for the year then ended, in accordance with GAAP applied on a consistent basis throughout such period. (e) Except as has been disclosed in writing to ▇▇▇▇▇ Fargo Member, Community Member is acquiring its Membership Interest not a party to any pending or, to the best knowledge of Community Member, threatened, claim, action suit, investigation or proceeding, nor is subject to any order, judgment or decree which may have a materially adverse effect on the Community Member's assets or business as currently conducted. (f) There are no claims for brokerage or other commissions or finder's or other similar fees in connection with the transactions covered by this Agreement insofar as such claims shall be based upon its own investigationon arrangements or agreements made by or on behalf of Community Member, and the exercise by Community Member hereby agrees to indemnify and hold harmless ▇▇▇▇▇ Fargo Member from and against all liabilities, costs, damages and expenses from any such Member of its rights and the performance of its obligations under this Agreement will be based upon its own investigation, analysis and expertise. Such Member is a sophisticated investor possessing an expertise in analyzing the benefits and risks associated with acquiring investments that are similar to the acquisition of its Membership Interestclaim.

Member Representations and Warranties. As of Each Member ------------------------------------- hereby represents and warrants to the date hereof, each of the Members hereby makes each of the representations Company and warranties applicable to acknowledges that: (i) such Member as set forth has such knowledge and experience in this Section 16.22.2. Such representations financial and warranties shall survive business matters and is capable of evaluating the execution merits and risks of an investment in the Company and making an informed investment decision with respect thereto; (ii) such Member 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 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; (iv) 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. Agreement have been complied with; (av) Such Member is a corporation duly organized or a partnership or limited liability company duly formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation and has the corporate, partnership or company power and authority to own its property and carry on its business as owned and carried on at the date hereof and as contemplated hereby. Such Member is duly licensed or qualified to do business and in good standing in each of the jurisdictions in which the failure to be so licensed or qualified would have a material adverse effect on its ability to perform its obligations hereunder. Such Member has the corporate, partnership or company power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and the execution, delivery and performance of this Agreement has have been duly authorized by all necessary corporate, partnership or company action. This Agreement constitutes the legal, valid and binding obligation of such Member. (b) Neither the execution, delivery or performance of this Agreement nor the consummation by such Member of the transactions contemplated hereby (i) materially conflicts with, materially violates and do not require such Member to obtain any consent or results approval that has not been obtained and do not contravene or result in a material breach of any of the terms, conditions or provisions of any law, regulation, order, writ, injunction, decree, determination or award of any court, any governmental department, board, agency or instrumentality, domestic or foreign, or any arbitrator, applicable to such Member, (ii) conflicts with, violates, results in a breach of or constitutes a default under any provision of the terms, conditions any law or provisions of the articles of incorporation, bylaws, partnership agreement regulation applicable to such Member or operating agreement of such Member, (iii) materially conflicts with, materially violates, results in a material breach of other governing documents or constitutes a material default under any material agreement or instrument to which such Member is a party or by which such Member is bound or to which any of its properties or assets is subjectbound, (ivvi) materially conflicts withthe determination of such Member to purchase interests in the Company has been made by such Member independent of any other Member and independent of any statements or opinions as to the advisability of such purchase or as to the properties, materially violatesbusiness, results in a material breach of prospects or constitutes a material default under condition (whether with notice financial or lapse of time or both), accelerates or permits the acceleration otherwise) of the performance required by, gives to others Company and its Subsidiaries which may have been made or given by any material interests or material rights or requires any consent, authorization or approval under any indenture, mortgage or lease to which such other Member is a party or by which such Member or any of their properties or assets is or may be bound or (iv) results in the creation or imposition of any lien upon any of the properties or assets of such Member. (c) There are no actions, suits, proceedings or investigations pending, or, to the knowledge of such Member, threatened against or affecting such Member or any of their properties, assets or businesses in any court or before or by any governmental departmentagent or employee of any other Member and (vii) this Agreement is valid, board, agency or instrumentality, domestic or foreign, or any arbitrator which could, if adversely determined (or, in the case of an investigation could, in such Member’s reasonable judgment, lead to any action, suit or proceeding which if adversely determined could) reasonably be expected to materially impair such Member’s ability to perform its obligations under this Agreement; binding and enforceable against such Member has not received any currently effective notice of any default, and, to the knowledge of such Member, is not in default, under any applicable order, writ, injunction, decree, permit, determination or award of any court, any governmental department, board, agency or instrumentality, domestic or foreign, or any arbitrator which could reasonably be expected to materially impair such Member’s ability to perform accordance with its obligations under this Agreementterms. (d) Such Member is acquiring its Membership Interest based upon its own investigation, and the exercise by such Member of its rights and the performance of its obligations under this Agreement will be based upon its own investigation, analysis and expertise. Such Member is a sophisticated investor possessing an expertise in analyzing the benefits and risks associated with acquiring investments that are similar to the acquisition of its Membership Interest.

Member Representations and Warranties. As Marketing Member represents and warrants as of the date hereof, each of the Members hereby makes each of the representations and warranties applicable to such Member as set forth in this Section 16.22.2. Such representations and warranties shall survive the execution of this Agreement.Closing Date that: (a) Such Marketing Member is a corporation duly organized or a partnership or limited liability company duly formedorganized, validly existing and in good standing under the laws of the jurisdiction State of its incorporation or formation Nevada and has the corporate, partnership or company all requisite power and authority and licenses to own or lease its property and to carry on its business as owned and carried on at the date hereof and as contemplated herebyit is now being conducted. Such Member is duly licensed or qualified to do business and in good standing in each of the jurisdictions in which the failure to be so licensed or qualified would have a material adverse effect on its ability to perform its obligations hereunder. Such Member has the corporate, partnership or company power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and the The execution, delivery and performance of this Agreement has by Marketing Member have been duly authorized by all necessary corporateproper action on the part of Marketing Member, partnership and are within its powers and will not conflict with or company actionbe in violation of Marketing Member's organizational documents. This Agreement constitutes the legal, valid and binding obligation of such Marketing Member, enforceable against Marketing Member in accordance with its terms. (b) Neither the execution, delivery or The performance of this Agreement nor the consummation by such Marketing Member of the transactions contemplated hereby (i) materially conflicts with, materially violates will not violate or results in a material breach of any of the terms, conditions or provisions of any law, regulation, order, writ, injunction, decree, determination or award of any court, any governmental department, board, agency or instrumentality, domestic or foreign, or any arbitrator, applicable to such Member, (ii) conflicts with, violates, results result in a breach of or constitutes of, constitute a default under, give rise to any right of acceleration or termination under any of the termslaw or any contract, conditions or provisions of the articles of incorporationagreement, bylawsnote, partnership bond, license, indenture, mortgage, lease agreement or operating agreement of such Member, (iii) materially conflicts with, materially violates, results in a material breach of other instrument or constitutes a material default under any material agreement or instrument obligation to which such Marketing Member is a party or by which such Member it is bound or to which affected or violate any of its properties rule or assets is subject, (iv) materially conflicts with, materially violates, results in a material breach of or constitutes a material default under (whether with notice or lapse of time or both), accelerates or permits the acceleration of the performance required by, gives to others any material interests or material rights or requires any consent, authorization or approval under any indenture, mortgage or lease to which such Member is a party or by which such Member or any of their properties or assets is or may be bound or (iv) results in the creation or imposition regulation of any lien upon any of the properties or assets of such Member. (c) There are no actions, suits, proceedings or investigations pending, or, to the knowledge of such Member, threatened against or affecting such Member or any of their properties, assets or businesses in any court or before or by any governmental department, board, agency or instrumentality, domestic or foreignadministrative agency, or any arbitrator which could, if adversely determined (or, in the case of an investigation could, in such Member’s reasonable judgment, lead to any action, suit or proceeding which if adversely determined could) reasonably be expected to materially impair such Member’s ability to perform its obligations under this Agreement; such Member has not received any currently effective notice of any default, and, to the knowledge of such Member, is not in default, under any applicable order, writ, injunction, decree, permit, determination judgment or award decree of any court, any governmental department, board, administrative agency or instrumentality, domestic or foreign, or any arbitrator which could reasonably be expected governmental body applicable to materially impair such Member’s ability it. (c) Marketing Member has obtained and kept in force all material governmental licenses and permits necessary to perform conduct its obligations under this Agreementbusiness as it is now being conducted. (d) Such Except as has been disclosed in writing to Wells Fargo Member, Marketing Member is acquiring its Membership Interest not a party to any pending or, ▇▇ the best knowledge of Marketing Member, threatened, claim, action suit, investigation or proceeding, nor is subject to any order, judgment or decree which may have a materially adverse effect on the Marketing Member's assets or business as currently conducted. (e) There are no claims for brokerage or other commissions or finder's or other similar fees in connection with the transactions covered by this Agreement insofar as such claims shall be based upon its own investigationon arrangements or agreements made by or on behalf of Marketing Member, and the exercise by Marketing Member hereby agrees to indemnify and hold harmless Wells Fargo Member from and against all liabilities, costs, damages a▇▇ ▇▇penses from any such Member of its rights and the performance of its obligations under this Agreement will be based upon its own investigation, analysis and expertise. Such Member is a sophisticated investor possessing an expertise in analyzing the benefits and risks associated with acquiring investments that are similar to the acquisition of its Membership Interestclaim.

Member Representations and Warranties. As Community Member represents and warrants as of the date hereof, each of the Members hereby makes each of the representations and warranties applicable to such Member as set forth in this Section 16.22.2. Such representations and warranties shall survive the execution of this Agreement.Closing Date that: (a) Such Community Member is a corporation duly organized or a partnership or limited liability company duly formedorganized, validly existing and in good standing under the laws of the jurisdiction State of its incorporation or formation North Dakota and has the corporate, partnership or company all requisite power and authority and licenses to own or lease its property and to carry on its business as owned and carried on at the date hereof and as contemplated herebyit is now being conducted. Such Member is duly licensed or qualified to do business and in good standing in each of the jurisdictions in which the failure to be so licensed or qualified would have a material adverse effect on its ability to perform its obligations hereunder. Such Member has the corporate, partnership or company power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and the The execution, delivery and performance of this Agreement has by Community Member have been duly authorized by all necessary corporateproper action on the part of Community Member, partnership and are within its powers and will not conflict with or company actionbe in violation of Community Member’s organizational documents. This Agreement constitutes the legal, valid and binding obligation of such Community Member, enforceable against Community Member in accordance with its terms. (b) Neither the execution, delivery or The performance of this Agreement nor the consummation by such Community Member of the transactions contemplated hereby (i) materially conflicts with, materially violates will not violate or results in a material breach of any of the terms, conditions or provisions of any law, regulation, order, writ, injunction, decree, determination or award of any court, any governmental department, board, agency or instrumentality, domestic or foreign, or any arbitrator, applicable to such Member, (ii) conflicts with, violates, results result in a breach of or constitutes of, constitute a default under, give rise to any right of acceleration or termination under any of the termslaw or any contract, conditions or provisions of the articles of incorporationagreement, bylawsnote, partnership bond, license, indenture, mortgage, lease agreement or operating agreement of such Member, (iii) materially conflicts with, materially violates, results in a material breach of other instrument or constitutes a material default under any material agreement or instrument obligation to which such Community Member is a party or by which such Member it is bound or to which affected or violate any of its properties rule or assets is subject, (iv) materially conflicts with, materially violates, results in a material breach of or constitutes a material default under (whether with notice or lapse of time or both), accelerates or permits the acceleration of the performance required by, gives to others any material interests or material rights or requires any consent, authorization or approval under any indenture, mortgage or lease to which such Member is a party or by which such Member or any of their properties or assets is or may be bound or (iv) results in the creation or imposition regulation of any lien upon any of the properties or assets of such Member. (c) There are no actions, suits, proceedings or investigations pending, or, to the knowledge of such Member, threatened against or affecting such Member or any of their properties, assets or businesses in any court or before or by any governmental department, board, agency or instrumentality, domestic or foreignadministrative agency, or any arbitrator which could, if adversely determined (or, in the case of an investigation could, in such Member’s reasonable judgment, lead to any action, suit or proceeding which if adversely determined could) reasonably be expected to materially impair such Member’s ability to perform its obligations under this Agreement; such Member has not received any currently effective notice of any default, and, to the knowledge of such Member, is not in default, under any applicable order, writ, injunction, decree, permit, determination judgment or award decree of any court, any governmental department, board, administrative agency or instrumentality, domestic or foreign, or any arbitrator which could reasonably be expected governmental body applicable to materially impair such Member’s ability it. (c) Community Member has obtained and kept in force all material governmental licenses and permits necessary to perform conduct its obligations under this Agreementbusiness as it is now being conducted. (d) Such The balance sheet of Community Member or its affiliate group provided to ▇▇▇▇▇ Fargo Member and the related statements of earnings, stockholders’ equity and changes in financial position for the year provided, with notes thereto, reported upon or reviewed by independent certified public accountants, present fairly the financial position of Community Member or its affiliate group as of the date thereof and the results of operations, stockholders’ equity and changes in financial position thereof for the year then ended, in accordance with GAAP applied on a consistent basis throughout such period. (e) Except as has been disclosed in writing to ▇▇▇▇▇ Fargo Member, Community Member is acquiring its Membership Interest not a party to any pending or, to the best knowledge of Community Member, threatened, claim, action suit, investigation or proceeding, nor is subject to any order, judgment or decree which may have a materially adverse effect on the Community Member’s assets or business as currently conducted. (f) There are no claims for brokerage or other commissions or finder’s or other similar fees in connection with the transactions covered by this Agreement insofar as such claims shall be based upon its own investigationon arrangements or agreements made by or on behalf of Community Member, and the exercise by Community Member hereby agrees to indemnify and hold harmless ▇▇▇▇▇ Fargo Member from and against all liabilities, costs, damages and expenses from any such Member of its rights and the performance of its obligations under this Agreement will be based upon its own investigation, analysis and expertise. Such Member is a sophisticated investor possessing an expertise in analyzing the benefits and risks associated with acquiring investments that are similar to the acquisition of its Membership Interestclaim.

Member Representations and Warranties. As of The Member represents and warrants to SPAC and the date hereof, each of the Members hereby makes each of the representations and warranties applicable to such Member Company as set forth in this Section 16.22.2. Such representations and warranties shall survive the execution of this Agreement.follows: (a) Such The Member is a corporation duly organized or a partnership or limited liability company duly formedincorporated, validly existing and in good standing under the laws Laws of the jurisdiction State of its incorporation or formation and has the corporate, partnership or company power and authority to own its property and carry on its business as owned and carried on at the date hereof and as contemplated hereby. Such Member is duly licensed or qualified to do business and in good standing in each of the jurisdictions in which the failure to be so licensed or qualified would have a material adverse effect on its ability to perform its obligations hereunder. Such Delaware. (b) The Member has the corporate, partnership or company requisite corporate power and authority to execute and deliver this Agreement and Agreement, to perform its covenants, agreements and obligations hereunderhereunder (including, for the avoidance of doubt, those covenants, agreements and obligations hereunder that relate to the provisions of the Business Combination Agreement), and to consummate the execution, transactions contemplated hereby. The execution and delivery and performance of this Agreement has been duly authorized by all necessary corporate, partnership corporate (or company actionother similar) action on the part of the Member. This Agreement has been duly and validly executed and delivered by the Member and constitutes the legala valid, valid legal and binding obligation agreement of such Memberthe Member (assuming that this Agreement is duly authorized, executed and delivered by SPAC and the Company), enforceable against the Member in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). (bc) Neither No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Authority is required on the part of the Member with respect to the Member’s execution, delivery or performance of its covenants, agreements or obligations under this Agreement nor (including, for the avoidance of doubt, those covenants, agreements and obligations under this Agreement that relate to the provisions of the Business Combination Agreement) or the consummation of the transactions contemplated hereby, except for any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not adversely affect the ability of the Member to perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respect. (d) None of the execution or delivery of this Agreement by such the Member, the performance by the Member of any of its covenants, agreements or obligations under this Agreement (including, for the avoidance of doubt, those covenants, agreements and obligations under this Agreement that relate to the provisions of the Business Combination Agreement) or the consummation of the transactions contemplated hereby or the Transactions will, directly or indirectly (with or without due notice or lapse of time or both) (i) materially conflicts withresult in any breach of any provision of the Members’s Organizational Documents, materially violates or results (ii) result in a material violation or breach of, or constitute a default or give rise to any right of termination, consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any law, regulation, order, writ, injunction, decree, determination or award of any court, any governmental department, board, agency or instrumentality, domestic or foreignmembers, or any arbitratorother Contract relating to or affecting the ownership, applicable to such Membervoting, (ii) conflicts with, violates, results in a breach of transfer or constitutes a default under any purchase of the terms, conditions or provisions of the articles of incorporation, bylaws, partnership agreement or operating agreement of such MemberMember Units, (iii) materially conflicts withviolate, materially violatesor constitute a breach under, results in a material breach of any Order or constitutes a material default under any material agreement or instrument applicable Law to which such Member is a party or by which such Member is bound or to which any of its properties or assets is subject, (iv) materially conflicts with, materially violates, results in a material breach of or constitutes a material default under (whether with notice or lapse of time or both), accelerates or permits the acceleration of the performance required by, gives to others any material interests or material rights or requires any consent, authorization or approval under any indenture, mortgage or lease to which such Member is a party or by which such Member or any of their properties or assets is or may be the Member Units are bound or (iv) results result in the creation or imposition of any lien Lien upon any of the properties or assets of such Member. (c) There are no actionsMember Units, suits, proceedings or investigations pending, or, to the knowledge of such Member, threatened against or affecting such Member or any of their properties, assets or businesses in any court or before or by any governmental department, board, agency or instrumentality, domestic or foreign, or any arbitrator which could, if adversely determined (orexcept, in the case of an investigation couldany of clauses (ii) and (iii) above, as would not adversely affect the ability of the Member to perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder in such any material respect. (e) The Member is the record and beneficial owner of the Member Units and has valid, good and marketable title to the Member Units, free and clear of all Liens (other than transfer restrictions under applicable securities Laws or as set forth in the Organizational Documents of the Company). The Member has the sole right to vote (and provide consent in respect of, as applicable) the Member Units and, except for this Agreement and the Business Combination Agreement, the Member is not party to or bound by (i) any option, warrant, purchase right, or other Contract that would (either alone or in connection with one or more events, developments or events (including the satisfaction or waiver of any conditions precedent)) require the Member to Transfer (as defined herein) any of the Member Units or (ii) any voting trust, proxy or other Contract with respect to the voting or Transfer of any of the Member Units that would adversely affect the ability of the Member to perform, or otherwise comply with, any of its covenants, agreements or obligations under this Agreement in any material respect. (f) There is no Action pending or, to the Member’s reasonable judgmentKnowledge, lead to threatened against or involving the Member or any actionof its Affiliates that, suit or proceeding which if adversely determined could) decided or resolved, would reasonably be expected to materially impair such Member’s adversely affect the ability of the Member to perform perform, or otherwise comply with, any of its covenants, agreements or obligations under this Agreement; such Member has not received Agreement in any currently effective notice material respect. (g) There is no Order or Law issued by any court of any defaultcompetent jurisdiction or other Governmental Authority, and, or other legal restraint or prohibition relating to the knowledge of such Member, is not in default, under any applicable order, writ, injunction, decree, permit, determination or award of any court, any governmental department, board, agency or instrumentality, domestic or foreign, Member or any arbitrator which could of its Affiliates that would reasonably be expected to materially impair such Member’s adversely affect the ability of the Member to perform its obligations under this Agreement. (d) Such Member is acquiring its Membership Interest based upon its own investigationperform, and the exercise by such Member or otherwise comply with, any of its rights and the performance of its covenants, agreements or obligations under this Agreement in any material respect. (h) The Member, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that (i) it or its Representatives have conducted their own independent review and analysis of, and, based thereon, have formed an independent judgment concerning, the business, assets, condition, operations and prospects of, SPAC and the Transactions and (ii) it or its Representatives have been furnished with or given access to such documents and information about SPAC and SPAC’s businesses and operations as it or its Representatives have deemed necessary to enable it to make informed decisions with respect to the execution, delivery and performance of this Agreement or the other Ancillary Documents to which it is or will be based upon a party and the transactions contemplated hereby and thereby. (i) In entering into this Agreement and the other Ancillary Documents to which it is or will be a party, the Member has relied solely on its own investigation, investigation and analysis and expertise. Such the representations and warranties expressly set forth in the Ancillary Documents to which it is or will be a party and no other representations or warranties of SPAC or the Company (including, for the avoidance of doubt, none of the representations or warranties of SPAC or the Company set forth in the Business Combination Agreement or any other Ancillary Document) or any other Person, either express or implied, and the Member, on its own behalf and on behalf of such Member’s Representatives, acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in this Agreement or in the other Ancillary Documents to which the Member is or will be a sophisticated investor possessing an expertise party, none of SPAC, the Company or any other Person makes or has made any representation or warranty, either express or implied, in analyzing connection with or related to this Agreement, the benefits and risks associated with acquiring investments that are similar to Business Combination Agreement or the acquisition of its Membership Interestother Ancillary Documents or the transactions contemplated hereby or thereby.