Common use of Member Representations and Warranties Clause in Contracts

Member Representations and Warranties. Each Member hereby represents and warrants that (a) such Member has all requisite power and authority to execute, deliver and perform its obligations under this Agreement; (b) the execution and delivery of this Agreement by such Member, the performance of its obligations hereunder and the consummation by it of the transactions contemplated hereby have been duly and validly authorized by all requisite action in accordance with applicable Law; (c) this Agreement has been duly executed and delivered by such Member and constitutes the legal, valid and binding obligation of such Member enforceable against it in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting the rights of creditors generally, and the availability of equitable remedies; (d) no filing with, or authorization, consent or approval of, any Person is required to be made or obtained in connection with the authorization, execution, delivery and performance by such Member of this Agreement, or the consummation of the transactions contemplated hereby; (e) such Member has such knowledge and experience in financial and business matters and is capable of evaluating the merits and risks of an investment in the Company and making an informed investment decision with respect thereto; (f) such Member is able to bear the economic and financial risk of an investment in the Company for an indefinite period of time; (g) such Member acquired and is holding interests in the Company for investment only and not with a view to, or for resale in connection with, any distribution to the public; and (h) such Member is aware that 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 (or there is an exemption therefrom) and in any event in compliance with the applicable provisions of this Agreement and the Exchange Agreement. Each Member hereby agrees to indemnify the Company and each Covered Person against any Loss suffered or incurred by the Company, any of its Subsidiaries or such Covered Person, resulting from any breach of the foregoing representations and warranties by such Member.

Member Representations and Warranties. Each By executing this Agreement, each Member hereby represents and warrants that (a) to the Company and acknowledges that, as of the date of such Member has all requisite power and authority to execute, deliver and perform its obligations under this Agreement; (b) the Member’s execution and delivery of this Agreement by such Member, the performance of its obligations hereunder or a Joinder Agreement and the consummation by it as of the transactions contemplated hereby have been duly and validly authorized by all requisite action in accordance with applicable Law; (c) this Agreement has been duly executed and delivered by such date that any Additional Member and constitutes is admitted as a Member of the legal, valid and binding obligation of such Member enforceable against it in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting the rights of creditors generallyCompany, and as of any subsequent date on which any Member makes a Capital Contribution to the availability of equitable remedies; Company: (d) no filing with, or authorization, consent or approval of, any Person is required to be made or obtained in connection with the authorization, execution, delivery and performance by such Member of this Agreement, or the consummation of the transactions contemplated hereby; (ea) such Member has such knowledge and experience in financial and business matters and that such Member is capable of evaluating the merits and risks of an investment in the Company and making an informed investment decision with respect thereto; (fb) such Member is able to bear the economic and financial risk of an investment in the Company for an indefinite period of timetime and understands that such Member has no right (other than as specifically set forth in this Agreement) to resign or have its Units repurchased by the Company; (gc) such Member acquired and is holding interests acquiring any Units in the Company for such Member’s own account, for investment purposes only and not with a view to, or for resale in connection with, any distribution to the publicpublic or public offering thereof; and (hd) such Member is aware understands that (i) the interests in the Company Units have not been registered with the U.S. Securities and Exchange Commission under the Securities Act, in reliance upon one or more exemptions from the registration requirements of the Securities Act, (ii) any Transfer of such Units is subject to compliance with, or the availability of exemptions from, the registration and qualification requirements of the Securities Act and any applicable state securities Laws Laws, and (iii) the Transfer of any jurisdiction such Units are subject to restrictions on Transfer, purchase options, forfeiture and cannot be disposed of unless they are subsequently registered and/or qualified under applicable securities Laws other obligations and limitations as set forth in this Agreement; and (or there is an exemption therefrome) the execution, delivery and in any event in compliance with the applicable provisions performance of this Agreement by such Member, if applicable, (i) have been duly authorized by all necessary corporate or other action, (ii) do not require such Member to obtain any consent or approval that has not been obtained and, (iii) do not contravene or result in a default under any provision of any existing Law applicable to such Member or any provision of such Member’s charter, by-laws or other governing documents (if applicable) or any agreement or instrument to which such Member is a party or by which such Member is bound, except, in each case of clauses (ii) and the Exchange (iii), as would not reasonably be expected to have a material adverse effect on such Member. In addition, by executing this Agreement or a Joinder Agreement. Each , each Covered Member hereby agrees represents and warrants to indemnify the Company and each acknowledges that, as of the date such Covered Person against Member is admitted as a Member, and as of any Loss suffered or incurred by subsequent date on which any Covered Member makes a Capital Contribution to the Company: (x) none of the “bad actor” disqualifying events described in Rule 506(d)(1)(i) through (viii) promulgated under the Securities Act (each, a “Disqualification Event”) is applicable to such Covered Member or any of its Subsidiaries or such Covered Member’s Rule 506(d) Related Parties, except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii), (d)(2)(iii) or (d)(3) is applicable, and (y) to such Person’s knowledge, resulting from any breach none of the foregoing representations and warranties by Disqualification Events is applicable to such Covered Member’s initial designee named in Section 5.2(a), if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii), (d)(2)(iii) or (d)(3) is applicable.

Member Representations and Warranties. Each Member ------------------------------------- hereby represents and warrants that to the Company and acknowledges that: (a) such Member has all requisite power and authority to execute, deliver and perform its obligations under this Agreement; (b) the execution and delivery of this Agreement by such Member, the performance of its obligations hereunder and the consummation by it of the transactions contemplated hereby have been duly and validly authorized by all requisite action in accordance with applicable Law; (c) this Agreement has been duly executed and delivered by such Member and constitutes the legal, valid and binding obligation of such Member enforceable against it in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting the rights of creditors generally, and the availability of equitable remedies; (d) no filing with, or authorization, consent or approval of, any Person is required to be made or obtained in connection with the authorization, execution, delivery and performance by such Member of this Agreement, or the consummation of the transactions contemplated hereby; (ei) such Member has such knowledge and experience in financial and business matters and is capable of evaluating the merits and risks of an investment in the Company and making an informed investment decision with respect thereto; (fii) such Member is able to bear the economic and financial risk of an investment in the Company for an indefinite period of time; (giii) such Member acquired and is holding acquiring interests in the Company for investment only and not with a view to, or for resale in connection with, any distribution to the publicpublic or public offering thereof; and (hiv) such Member is aware that the interests in the Company have not been registered under the securities Laws laws of any jurisdiction and cannot be disposed of unless they are subsequently registered and/or qualified under applicable securities Laws (or there is an exemption therefrom) laws and in any event in compliance with the applicable provisions of this Agreement have been complied with; (v) the execution, delivery and performance of this Agreement have been duly authorized by such Member and 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 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 which such Member is bound, (vi) the Exchange Agreement. Each determination of such Member hereby agrees to indemnify 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, business, prospects or condition (financial or otherwise) of the Company and each Covered Person against any Loss suffered or incurred by the Company, any of its Subsidiaries which may have been made or given by any other Member or by any agent or employee of any other Member and (vii) this Agreement is valid, binding and enforceable against such Covered Person, resulting from any breach of the foregoing representations and warranties by such MemberMember in accordance with its terms.

Member Representations and Warranties. Each Member hereby represents and warrants to NGR Management and each other Member as of the date hereof in the case of the Members that are Members as of the date hereof (and as of the date of becoming a Member in the case of Members that become Members after the date hereof) that (a) such Member has all requisite power and authority (after giving effect to execute, deliver and perform its obligations under this Agreement; (b) the execution and delivery of this Agreement by such Member, the performance of its obligations hereunder and the consummation by it of the transactions contemplated hereby have been duly by the Plan) is the exclusive record owner of all right, title and validly authorized by all requisite action interest in accordance with applicable Law; and to the number of Membership Interests set forth opposite such Member’s name on the Membership Interest Ownership Ledger, as applicable, (cb) this Agreement has been duly authorized, executed and delivered by such Member and constitutes the legal, valid and binding obligation of such Member Member, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable bankruptcy(c) such Member has not granted and is not a party to any proxy, insolvencyvoting trust or other agreement which is inconsistent with, reorganization, moratorium and other similar Laws affecting the rights of creditors generally, and the availability of equitable remedies; (d) no filing conflicts with, or authorization, consent or approval of, violates any Person is required to be made or obtained in connection with the authorization, execution, delivery and performance by such Member provision of this Agreement, or (d) such Member is acquiring the consummation Membership Interests for its own account with the present intention of holding such securities for investment purposes and that it has no intention of selling such securities in a public distribution in violation of the transactions contemplated hereby; federal securities Laws or any applicable state securities Laws, such Member acknowledges that the Membership Interests have not been registered under the Securities Act or applicable state securities Laws and that the Membership Interests will be issued to such Member in reliance on exemptions from the registration requirements of the Securities Act and applicable state statutes and in reliance on such Member’s representations and agreements contained herein, (e) such Member has had an opportunity to ask questions and receive answers concerning this Agreement and the terms and conditions of the Membership Interests to be acquired by it, him or her and has had full access to such knowledge other information concerning NGR Management and experience its Subsidiaries as such Member has requested in financial and business matters and is capable of evaluating the merits and risks of an investment making its decision to invest in the Company Membership Interests being issued hereunder and making an informed investment decision with respect thereto; (f) such Member is able to bear the economic risk and financial risk lack of liquidity of an investment in NGR Management and is able to bear the Company risk of loss of its entire investment in NGR Management, and such Member fully understands and agrees that it, he or she may have to bear the economic risk of its purchase for an indefinite period of time; (g) such Member acquired and is holding interests in time because, among other reasons, the Company for investment only and not with a view to, or for resale in connection with, any distribution to the public; and (h) such Member is aware that the interests in the Company Membership Interests have not been registered under the Securities Act or under the securities Laws of any jurisdiction and state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered and/or qualified under the Securities Act and under the applicable securities Laws (of certain states or there is unless an exemption therefromfrom such registration is available. [In addition, each Member as of the date hereof, together with units of New Gulf, represents and warrants and acknowledges and agrees that the Membership Interests issued to such person as of the date hereof constitute full satisfaction, and hereby discharge, the obligations of any Person (including NGR Management, New Gulf, the Board and any other Member) and to such Member with respect to the issuance of any Membership Interests (as defined in any event in compliance with the applicable provisions of this Agreement and Plan) pursuant to the Exchange Agreement. Each Member hereby agrees to indemnify the Company and each Covered Person against any Loss suffered Plan or incurred by the Company, any of its Subsidiaries the agreements, instruments or such Covered Person, resulting from any breach of the foregoing representations and warranties by such Memberdocuments contemplated thereby.]

Member Representations and Warranties. Each Member hereby represents and warrants to and acknowledges to the Company that the Membership Interests being acquired in connection herewith are being acquired for such Member's own account for investment purposes only and not with a view to, or with any present intention of, distributing or reselling any of such Membership Interests. The Member acknowledges and agrees that the Membership Interests have not been registered under the Securities Act or under any state securities laws, and that the Membership Interests may not be, directly or indirectly, sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act and applicable state securities laws, except pursuant to an available exemption from such registration. The Member also acknowledges and agrees that neither the SEC nor any securities commission or other governmental authority has (ai) such Member has all requisite power and authority to executeapproved the transfer of the Membership Interests or passed upon or endorsed the merits of the transfer of the Membership Interests, deliver and perform its obligations under this Agreement; (b) the execution and delivery of this Agreement by such Member, the performance of its obligations hereunder and the consummation by it of the transactions contemplated hereby have been duly and validly authorized by all requisite action in accordance with applicable Law; (c) this Agreement has been duly executed and delivered by such Member and constitutes the legal, valid and binding obligation of such Member enforceable against it in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting the rights of creditors generally, and the availability of equitable remedies; (d) no filing with, or authorization, consent or approval of, any Person is required to be made or obtained in connection with the authorization, execution, delivery and performance by such Member of this Agreement, or the consummation of the transactions contemplated hereby; or (eii) such confirmed the accuracy of, determined the adequacy of, or reviewed this Agreement. The Member has such knowledge knowledge, sophistication and experience in financial financial, tax and business matters in general, and investments in securities in particular, that it is capable of evaluating the merits and risks of an this investment in the Company Membership Interests, and making the Member has made such investigations in connection herewith as they deemed necessary or desirable so as to make an informed investment decision with respect thereto; (f) such Member is able to bear the economic and financial risk of an investment in without relying upon the Company for an indefinite period of time; (g) such Member acquired and is holding interests in the Company for investment only and not with a view to, legal or for resale in connection with, any distribution tax advice related to the public; and (h) such this investment. The Member is aware that an "accredited investor" within the interests in the Company have not been registered meaning of Rule 501 promulgated under the securities Laws of any jurisdiction and cannot be disposed of unless they are subsequently registered and/or qualified under applicable securities Laws (or there is an exemption therefrom) and in any event in compliance with the applicable provisions of this Agreement and the Exchange Agreement. Each Member hereby agrees to indemnify the Company and each Covered Person against any Loss suffered or incurred by the Company, any of its Subsidiaries or such Covered Person, resulting from any breach of the foregoing representations and warranties by such Member.Securities Act

Member Representations and Warranties. Each Member hereby represents and warrants to NGR Management and each other Member as of the date hereof in the case of the Members that are Members as of the date hereof (and as of the date of becoming a Member in the case of Members that become Members after the date hereof) that (a) such Member has all requisite power and authority (after giving effect to execute, deliver and perform its obligations under this Agreement; (b) the execution and delivery of this Agreement by such Member, the performance of its obligations hereunder and the consummation by it of the transactions contemplated hereby have been duly by the Plan) is the exclusive record owner of all right, title and validly authorized by all requisite action interest in accordance with applicable Law; and to the number of Membership Interests set forth opposite such Member’s name on the Membership Interest Ownership Ledger, as applicable, (cb) this Agreement has been duly authorized, executed and delivered by such Member and constitutes the legal, valid and binding obligation of such Member Member, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable bankruptcy(c) such Member has not granted and is not a party to any proxy, insolvencyvoting trust or other agreement which is inconsistent with, reorganization, moratorium and other similar Laws affecting the rights of creditors generally, and the availability of equitable remedies; (d) no filing conflicts with, or authorization, consent or approval of, violates any Person is required to be made or obtained in connection with the authorization, execution, delivery and performance by such Member provision of this Agreement, or (d) such Member is acquiring the consummation Membership Interests for its own account with the present intention of holding such securities for investment purposes and that it has no intention of selling such securities in a public distribution in violation of the transactions contemplated hereby; federal securities Laws or any applicable state securities Laws, such Member acknowledges that the Membership Interests have not been registered under the Securities Act or applicable state securities Laws and that the Membership Interests will be issued to such Member in reliance on exemptions from the registration requirements of the Securities Act and applicable state statutes and in reliance on such Member’s representations and agreements contained herein, (e) such Member has had an opportunity to ask questions and receive answers concerning this Agreement and the terms and conditions of the Membership Interests to be acquired by it, him or her and has had full access to such knowledge other information concerning NGR Management and experience its Subsidiaries as such Member has requested in financial and business matters and is capable of evaluating the merits and risks of an investment making its decision to invest in the Company Membership Interests being issued hereunder and making an informed investment decision with respect thereto; (f) such Member is able to bear the economic risk and financial risk lack of liquidity of an investment in NGR Management and is able to bear the Company risk of loss of its entire investment in NGR Management, and such Member fully understands and agrees that it, he or she may have to bear the economic risk of its purchase for an indefinite period of time; (g) such Member acquired and is holding interests in time because, among other reasons, the Company for investment only and not with a view to, or for resale in connection with, any distribution to the public; and (h) such Member is aware that the interests in the Company Membership Interests have not been registered under the Securities Act or under the securities Laws of any jurisdiction and state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered and/or qualified under the Securities Act and under the applicable securities Laws (of certain states or there is unless an exemption therefromfrom such registration is available. [In addition, each Member as of the date hereof represents and warrants and acknowledges and agrees that the Membership Interests issued to such person as of the date hereof constitute full satisfaction, and hereby discharge, the obligations of any Person (including NGR Management, the Board and any other Member) and to such Member with respect to the issuance of any Membership Interests (as defined in any event in compliance with the applicable provisions of this Agreement and Plan) pursuant to the Exchange Agreement. Each Member hereby agrees to indemnify the Company and each Covered Person against any Loss suffered Plan or incurred by the Company, any of its Subsidiaries the agreements, instruments or such Covered Person, resulting from any breach of the foregoing representations and warranties by such Memberdocuments contemplated thereby.]

Member Representations and Warranties. Each Member hereby represents and warrants to and acknowledges to the Company that the Membership Interests being acquired in connection herewith are being acquired for such Member's own account for investment purposes only and not with a view to, or with any present intention of, distributing or reselling any of such Membership Interests. The Member acknowledges and agrees that the Membership Interests have not been registered under the Securities Act or under any state securities laws, and that the Membership Interests may not be, directly or indirectly, sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act and applicable state securities laws, except pursuant to an available exemption from such registration. The Member also acknowledges and agrees that neither the SEC nor any securities commission or other governmental authority has (ai) such Member has all requisite power and authority to executeapproved the transfer of the Membership Interests or passed upon or endorsed the merits of the transfer of the Membership Interests, deliver and perform its obligations under this Agreement; (b) the execution and delivery of this Agreement by such Member, the performance of its obligations hereunder and the consummation by it of the transactions contemplated hereby have been duly and validly authorized by all requisite action in accordance with applicable Law; (c) this Agreement has been duly executed and delivered by such Member and constitutes the legal, valid and binding obligation of such Member enforceable against it in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting the rights of creditors generally, and the availability of equitable remedies; (d) no filing with, or authorization, consent or approval of, any Person is required to be made or obtained in connection with the authorization, execution, delivery and performance by such Member of this Agreement, or the consummation of the transactions contemplated hereby; or (eii) such confirmed the accuracy of, determined the adequacy of, or reviewed this Agreement. The Member has such knowledge knowledge, sophistication and experience in financial financial, tax and business matters in general, and investments in securities in particular, that it is capable of evaluating the merits and risks of an this investment in the Company Membership Interests, and making the Member has made such investigations in connection herewith as they deemed necessary or desirable so as to make an informed investment decision with respect thereto; (f) such Member is able to bear the economic and financial risk of an investment in without relying upon the Company for an indefinite period of time; (g) such Member acquired and is holding interests in the Company for investment only and not with a view to, legal or for resale in connection with, any distribution tax advice related to the public; and (h) such this investment. The Member is aware that an "accredited investor" within the interests in the Company have not been registered meaning of Rule 501 promulgated under the securities Laws of any jurisdiction and cannot be disposed of unless they are subsequently registered and/or qualified under applicable securities Laws (or there is an exemption therefrom) and in any event in compliance with the applicable provisions of this Agreement and the Exchange Agreement. Each Member hereby agrees to indemnify the Company and each Covered Person against any Loss suffered or incurred by the Company, any of its Subsidiaries or such Covered Person, resulting from any breach of the foregoing representations and warranties by such Member.Securities Act SECTION 4 ALLOCATIONS AND DISTRIBUTIONS