Common use of EACH INITIAL MEMBER Clause in Contracts

EACH INITIAL MEMBER. Each Initial Member represents and warrants with respect to itself as follows (provided, that representations and warranties with respect to the Initial Class C Member are made jointly and severally by the Initial Class B Member and the Initial Class C Member): (a) no action, proceeding, or investigation is pending or, to the knowledge of such Initial Member threatened against such Initial Member, in any court, government department, commission, board, agency, or instrumentality relating to this Agreement or any Transaction Document to which it is a party, any of the assets constituting its Initial Contributions, or the transactions contemplated hereby and thereby. Further, such Initial Member is not aware of any basis for any action, proceeding, or investigation that would in any manner affect such Initial Member's ability to transfer or assign the assets and licenses constituting its Initial Contributions to the Company free and clear of any Encumbrances other than mechanics, materialmen's and similar liens, liens for taxes not yet due and payable and liens securing rental payments under capital lease arrangements to be assigned hereunder; (b) such Initial Member has good and marketable title to each of the assets and licenses and other agreements and contracts constituting its Initial Contributions, free and clear of all Encumbrances other than mechanics, materialmen's and similar liens, liens for taxes not yet due and payable and liens securing rental payments under capital lease arrangements to be assigned hereunder except (i) for obligations accruing under contributed contracts and licenses after the date hereof, and (ii) as indicated on Exhibit A-1, ▇▇▇▇▇▇▇ ▇-▇ ▇▇ Exhibit A-3, as applicable; (c) such Initial Member is not a party to, and no other Person is a party to, any written or oral contract with any labor union or other collective bargaining entity relating to the employment of any of the of the individuals listed on Exhibit B-1, Exhibit B-2 or Exhibit B-3, as applicable, and none of such individuals is represented by a labor union or other collective bargaining entity for purposes of collective bargaining; (d) such Initial Member is not a party to, and no other Person is a party to, any written or oral contract relating to the employment of any of the individuals listed on Exhibit B-1, Exhibit B-2 or Exhibit B-3 (except for agreements substantially in the form of those attached as Schedule 15.3), and no Member will enter into any written or oral contract with any such individual respecting such individual's employment during the Term without the written consent of the Management Committee; (e) no Member will take, or omit to take any action, the effect of which would impair the Company's access to the services of the individuals listed on Exhibit B-1, Exhibit B-2 or Exhibit B-3; (f) there are no authorization, consents, Orders, permits, licenses, or approvals of, or declarations, registrations or filings with, any governmental or regulatory authority or any other person required by such Initial Member or the Company in connection with the valid execution, delivery or performance by such Initial Member of this Agreement or the Transaction Documents to which it is a party or the consummation of the transactions consummated hereby and thereby, except where the failure to obtain or make any of the foregoing would not have a Material Adverse Effect on the Company or on any Member's ability to perform its obligation hereunder and thereunder; and (g) there are no pending or, to the knowledge of such Initial Member, threatened claims against such Initial Member or any other Person alleging that any of the assets, software, processes, Templates, or other intellectual property listed on Exhibit A-2 or Exhibit A-3, as applicable, as part of such Initial Member's Initial Contributions infringe or conflict with the rights of others, including rights under patents, trademarks, copyrights, tradenames, service marks, licenses and rights with respect to the foregoing necessary for the operation of the business as now conducted, and the use of such assets, software, processes, Templates, or other intellectual property will not infringe the rights of any third Person.