Common use of Representations and Warranties by the Members Clause in Contracts

Representations and Warranties by the Members. Each of the Members hereby represents and warrants to, and covenants with the other Member, as follows: (A) such Member is a corporation duly organized and validly existing under the laws of its state of organization and is in good standing in such jurisdiction. Such Member is qualified to do business and is in good standing as a foreign corporation in any other jurisdiction where the failure to be so qualified or in good standing would have a material adverse impact on the business or financial condition of the Company; (B) such Member has the full right, power and authority to enter into this Agreement and the Ancillary Agreements and will at all times have the full power and authority to perform its obligations under this Agreement and the Ancillary Agreements. This Agreement and the Ancillary Agreements have been duly authorized, executed and delivered by it, and this Agreement and the Ancillary Agreements constitute its valid and binding obligation, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, moratorium or other Laws affecting creditors’ rights generally, or equitable principles, whether applied in a proceeding in equity or Law; (C) such Member is not, nor at any time will it be, a party to any contract or other arrangement of any nature that will materially interfere with its full, due and complete performance of this Agreement and the Ancillary Agreements. (D) there is no litigation or proceeding pending nor, to the best of such Member’s knowledge and belief, is any investigation pending or litigation, proceeding, or investigation threatened involving such Member which could, if adversely determined, materially and adversely affect the operation or financial condition of the Member or the performance of such Member’s obligations under this Agreement and the Ancillary Agreements. (E) such Member is not, nor at any time will it be, in violation of any existing Law by entering into and undertaking the performance of this Agreement and the Ancillary Agreements referenced herein; and (F) such Member has full rights in, and complete and unencumbered title to, the assets conveyed by it to the Company.

Representations and Warranties by the Members. Each By execution and delivery of this Agreement each of the Members hereby represents and warrants to, to the LLC and covenants with the other Member, as followsacknowledges that: (Aa) the Membership Interests have not been registered under the Securities Act or the securities laws of any other jurisdiction, are issued in reliance upon federal and state exemptions for transactions not involving a public offering and cannot be disposed of unless (i) they are subsequently registered or exempted from registration under the Securities Act and (ii) the provisions of this Agreement have been complied with; (b) such Member is a corporation duly organized and validly existing an "accredited investor" within the meaning of Rule 501 promulgated under the laws Securities Act, as amended by Section 413(a) of its state of organization the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and is in good standing in such jurisdiction. Such Member is qualified to do business Consumer Protection Act, and is in good standing as a foreign corporation in agrees that it will not take any other jurisdiction where the failure to be so qualified or in good standing would action that could have a material an adverse impact effect on the business or financial condition availability of the Companyexemption from registration provided by Rule 501 promulgated under the Securities Act with respect to the offer and sale of the Membership Interests; (Bc) such Member has Member's Membership Interests are being acquired for its own account solely for investment and not with a view to resale or distribution thereof; (d) the full rightexecution, power delivery and authority to enter into performance of this Agreement and the Ancillary Agreements and will at all times have the full power and authority to perform its obligations under this Agreement and the Ancillary Agreements. This Agreement and the Ancillary Agreements have been duly authorized, executed authorized by such Member and delivered 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 in any material respect 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 it, and which such Member is bound; and (e) this Agreement is valid, binding and the Ancillary Agreements constitute its valid and binding obligation, enforceable against such Member in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, moratorium reorganization, moratorium, and other similar laws of general applicability relating to or other Laws affecting creditors’ ' rights generally, or equitable principles, general equity principles (regardless of whether applied considered at law or in a proceeding in equity or Law; (C) such Member is not, nor at any time will it be, a party to any contract or other arrangement of any nature that will materially interfere with its full, due and complete performance of this Agreement and the Ancillary Agreementsequity). (D) there is no litigation or proceeding pending nor, to the best of such Member’s knowledge and belief, is any investigation pending or litigation, proceeding, or investigation threatened involving such Member which could, if adversely determined, materially and adversely affect the operation or financial condition of the Member or the performance of such Member’s obligations under this Agreement and the Ancillary Agreements. (E) such Member is not, nor at any time will it be, in violation of any existing Law by entering into and undertaking the performance of this Agreement and the Ancillary Agreements referenced herein; and (F) such Member has full rights in, and complete and unencumbered title to, the assets conveyed by it to the Company.

Representations and Warranties by the Members. Each of the Members hereby Member (solely with respect to such Member and including each Additional Member or Substituted Member as a condition to becoming an Additional Member or Substituted Member, respectively) upon such Member’s execution hereof and upon becoming a Member, represents and warrants to, to the Company and covenants with the each other Member, severally and not jointly or jointly and severally, as follows: (A) such Member is a corporation duly organized and validly existing under the laws of its state of organization and is in good standing in such jurisdiction. Such Member is qualified to do business and is in good standing as a foreign corporation in any other jurisdiction where the failure to be so qualified or in good standing would have a material adverse impact on the business or financial condition of the Company; (Ba) such Member has the full right, power and authority to enter into this Agreement and the Ancillary Agreements and will at all times have the full power and authority to execute and deliver this Agreement, to become a Member of the Company as provided herein and to perform its such Member’s obligations under hereunder as a Member, and the execution, delivery and performance by such Member hereof has been duly authorized by all necessary action (including all necessary notices, consents, approvals and filings); (b) this Agreement and the Ancillary Agreements. This Agreement and the Ancillary Agreements have has been duly authorized, and validly executed and delivered by itsuch Member and, assuming the due and this Agreement valid authorization, execution and delivery by the Ancillary Agreements constitute its valid and other parties hereto, constitutes the binding obligationobligation of such Member, enforceable against such Member in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or equitable principles relating to or limiting creditors’ rights generally, or equitable principles, whether applied in a proceeding in equity or Law; (Cc) the execution, delivery and performance by such Member hereof shall not, with or without the giving of notice or the lapse of time, or both, (i) violate any provision of Law to which such Member is subject or (ii) conflict with, or result in a breach or default under, any term or condition of such Member’s certificate of incorporation or bylaws, certificate of limited partnership or partnership agreement, certificate of formation or limited liability company agreement or trust documents, as applicable, or any agreement or other instrument to which such Member is a party, which conflict, breach or default would have a material adverse change in, or effect upon, the financial condition or results of operations of the Member, if applicable, or the Company; (d) such Member (i) is acquiring such Member’s Membership Interests solely for such Member’s own account for investment and not with a view to resale in connection with any distribution thereof, (ii) may not, directly or indirectly, Transfer any of the Membership Interests or any interest therein or any rights relating thereto or offer to Transfer, except in compliance with the Securities Act, applicable state securities or “blue sky” Laws and this Agreement and (iii) acknowledges that any attempt, directly or indirectly, to Transfer, or offer to Transfer, any Membership Interests or any interest therein or any rights relating thereto without complying herewith shall be void and of no effect; (e) such Member acknowledges that (i) all Membership Interests currently or ever owned by such Member were issued in a transaction (or transactions) that was not required to be registered under the Securities Act, (ii) the Membership Interests have not been registered under the Securities Act or qualified under any state securities or “blue sky” Laws; (iii) it is not anticipated that there shall be any public market for the Membership Interest; (iv) the Membership Interest must be held indefinitely and such Member must continue to bear the economic risk of the investment in the Membership Interest unless the Membership Interests are subsequently registered under the Securities Act and such state Laws or an exemption from registration is available; (v) Rule 144 promulgated under the Securities Act (“Rule 144”) is not presently available with respect to sales of any securities of the Company and the Company has made no covenant to make Rule 144 available and Rule 144 is not anticipated to be available in the foreseeable future; (vi) if and when the Membership Interests may be disposed of without registration in reliance upon Rule 144, such disposition can be made, if at all, only in accordance with the terms and conditions of Rule 144 (which may include limitations in the amount of Membership Interests that may be Transferred) and this Agreement; (vii) if the exemption afforded by Rule 144 is not available, sale of the Membership Interests without registration shall require the availability of an exemption under the Securities Act; (viii) restrictive legends shall be placed on any certificate representing the Membership Interests; and (ix) a notation shall be made in the appropriate records of the Company indicating that the Membership Interests are subject to restrictions on Transfer and, if the Company should in the future engage the services of a transfer agent, appropriate stop-transfer instructions shall be issued to such transfer agent with respect to the Membership Interests; (f) such Member’s financial situation is such that such Member can afford to (i) bear the economic risk of holding the Membership Interests for an indefinite period and (ii) suffer the complete loss of such Member’s investment in the Membership Interests; (g) such Member (i) is familiar with the business, plans, properties, operations, prospects and financial condition of the Company and has been granted the opportunity to ask questions of, and receive answers from, representatives of the Company concerning the Company and the terms and conditions of the acquisition of the Membership Interests and to obtain any additional information that such Member deems necessary to evaluate whether or not to make an investment in the Company, (ii) has the knowledge and experience in financial and business matters to be able to evaluate the merits and risk of the investment in the Membership Interests and (iii) has carefully reviewed the terms hereof and has evaluated the restrictions and obligations herein and therein; (h) such Member (i) has relied upon such Member’s own independent appraisal and investigation, and the advice of such Member’s own counsel, tax advisors and other advisors, regarding the risks of an investment in the Company and (ii) shall continue to bear sole responsibility for making such Member’s own independent evaluation and monitoring of the risks of such Member’s investment in the Company; (i) such Member is notan “accredited investor,” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act, nor at any time will it beand, a party in connection with the execution hereof, agrees to any contract or other arrangement of any nature deliver such certificates to that will materially interfere with its full, due and complete performance of this Agreement and effect as the Ancillary Agreements.Board may request; (Dj) such Member’s place of business or principal residence is as set forth on Schedule I; (k) there is no litigation investment banker, broker, finder or proceeding pending norother intermediary that has been retained by, or is authorized to the best act on behalf of, such Member or any Affiliate of such Member’s knowledge and belief, is Member who might be entitled to any investigation pending fee or litigation, proceeding, or investigation threatened involving such Member which could, if adversely determined, materially and adversely affect commission in connection with the operation or financial condition of the Member or the performance of such Member’s obligations under this Agreement and the Ancillary Agreements. (E) such Member is not, nor at any time will it be, in violation of any existing Law by entering into and undertaking the performance of this Agreement and the Ancillary Agreements referenced hereintransactions contemplated hereby; and (Fl) such Member has full rights innot obtained, nor will such Member transfer or assign, any of its Membership Interests (or any interest therein) or cause any of its Membership Interests (or any interest therein) to be marketed on or through an “established securities market” within the meaning of Section 7704(b)(1) of the Code and complete the Regulations thereunder, or a “secondary market,” or the substantial equivalent thereof, within the meaning of Section 7704(b)(2) of the Code and unencumbered title tothe Regulations thereunder, including an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations. The participation of such Member as a Member will not cause the assets conveyed by it Company to have more than 100 partners (within the Companymeaning of Regulations section 1.7704-1(h), including the look through rule in Regulations section 1.7704-1(h)(3)).