Managing Member Representations and Warranties. The Managing Member represents and warrants to Xxxxxx Mae that attached hereto as Exhibit J is an organizational chart of the ownership of the Managing Member and MAAC together with a listing of the executive officers of MAAC as of the Formation Date.
Managing Member Representations and Warranties. 19 8.1 Representations and Warranties of the Managing Members 19 8.2 Entitlement to Rely on Representations and Warranties 20 ARTICLE IX EXCULPATION AND INDEMNIFICATION 20 9.1 Exculpation of Covered Persons 20 9.2 Indemnification 20 ARTICLE X DISSOLUTION, LIQUIDATION, AND TERMINATION 22 10.1 Managing Member Dissolution Actions 22 10.2 Events Causing Dissolution 22 10.3 Distribution 23 10.4 Accounting on Liquidation 25 10.5 Termination 25 ARTICLE XI MISCELLANEOUS 25 11.1 Records 25 11.2 Third Party Beneficiaries 25 11.3 Binding Effect 25 11.4 Severability 25 11.5 Notices 25 11.6 Usage Generally; Interpretation 26 11.7 Entire Agreement 26 11.8 Counterparts 26 11.9 Amendments 26 11.10 Further Assurances 26 11.11 Governing Law 26 11.12 Registered Office 27 11.13 Fees and Expenses 27 11.14 Waivers 27 11.15 Dispute Resolution Process Sole Remedy 27 SCHEDULES AND EXHIBITS Schedule 1 Working Capital Contributions, Gross Asset Values, and Membership Interests Schedule 2 Licensed Properties and Maps
