Representations and Warranties of Unitholders Sample Clauses

Representations and Warranties of Unitholders. Each Unitholder, severally, and not jointly or jointly and severally, hereby represents and warrants to Kick and the Partnership as follows:

Representations and Warranties of Unitholders. Each Unitholder hereby represents and warrants to AD, individually and not collectively, that:

Representations and Warranties of Unitholders. Each of the Unitholders severally and not jointly represents and warrants to Purchaser as follows:

Representations and Warranties of Unitholders. Each Unitholder hereby represents and warrants to the LLC and acknowledges that: (i) such Unitholder has knowledge and experience in financial and business matters and is capable of evaluating the merits and risks of an investment in the LLC and making an informed investment decision with respect thereto; (ii) such Unitholder has reviewed and evaluated all information necessary to assess the merits and risks of his, her or its investment in the LLC and has had answered to such Unitholder’s satisfaction any and all questions regarding such information; (iii) such Unitholder is able to bear the economic and financial risk of an investment in the LLC for an indefinite period of time;

Representations and Warranties of Unitholders. Each of the Unitholders severally and not jointly represents and warrants to Purchaser as follows: (a) Organization; Authorization; Validity of Agreement; Necessary Action. Such Unitholder is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization. Such Unitholder has the requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. The execution and delivery by such Unitholder of this Agreement, the performance by it of its obligations hereunder and the consummation by it of the transactions contemplated by this Agreement have been duly and validly authorized by such Unitholder and no other actions or proceedings on the part of such Unitholder are necessary to authorize the execution and delivery by it of this Agreement, the performance by it of its obligations hereunder or the consummation by it of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by such Unitholder and, assuming this Agreement constitutes a valid and binding obligation of the other parties hereto, constitutes a legal, valid and binding agreement of such Unitholder enforceable against it in accordance with its terms, subject to the Enforceability Exceptions.

Representations and Warranties of Unitholders. To induce Buyer to enter into the Transaction Documents and consummate the transactions contemplated thereby, each Unitholder represents and warrants, except for TAMUS, which represents, severally and not jointly, to Buyer as follows:

Representations and Warranties of Unitholders. 4.1 Representations by each Unitholder. Each Unitholder represent for itself and no other Unitholder that: (a) It is duly authorized to execute and deliver this Agreement and all other agreements and instruments executed in connection herewith. (b) This Agreement and such other agreements and instruments constitute the valid and binding obligations of such Unitholder enforceable against it in accordance with their respective terms; (c) No consent or approval of any Person is required in connection with the execution, delivery and performance of this Agreement and such other agreements and instruments by such Unitholder which has not heretofore been obtained.

Representations and Warranties of Unitholders. 4.1 Authority and Validity 23 4.2 No Violation 24 4.3 Ownership of Class A Units and/or Class B Units 24 4.4 Brokers 24 4.5 Disclaimer of Other Representations and Warranties 24

Representations and Warranties of Unitholders. On each date that an Exercising Unitholder delivers to the Managing Member an Exercise Notice, such Exercising Unitholder represents and warrants to the Managing Member as follows: (a) The Unitholder has the authority to exercise all rights and powers under this Agreement, including the right and power to deliver the Exercise Notice, tender LLC Units and receive all consideration provided hereunder, and has obtained all consents, approvals, permits and other clearances required pursuant to any agreement to which such Unitholder is a party to complete the transactions contemplated hereunder. This Agreement and the performance of all of the transactions by the Unitholder contemplated hereunder have been duly authorized, and this Agreement has been duly executed and delivered by the Unitholder. (b) Upon receipt by the Unitholder of the REIT Shares Number (or such lesser number of REIT Shares determined and delivered in accordance with Section 4) and the Cash Consideration, the Unitholder will convey good and marketable title to each and every LLC Unit tendered hereunder, free and clear of any liens, claims, encumbrances, restrictions, interests or rights of any other Person, except for the restrictions on transfer of LLC Units described in the LLC Agreement or under federal or state securities laws or otherwise imposed as a result of actions taken by the Managing Member. (c) The Unitholder (other than a Unitholder who has not acquired any LLC Unit in a transaction constituting a "sale" within the meaning of Section 2(3) of the Securities Act or who is a Family Member (as such term is defined in the LLC Agreement) of the transferor and has acquired the LLC Units by gift) is an "accredited investor" within the meaning of Rule 501(a) of Regulation D under the Securities Act. The Unitholder acknowledges that he, she or it has the financial ability to bear the economic risk of his, her or its investment in the Managing Member, has adequate means for providing for his, her or its current needs and personal contingencies and has no need for liquidity with respect to the investment in the Managing Member.