Members Representations. (i) Each Member represents, warrants and covenants that (which representation, warranty and covenant shall be in addition to and not in lieu of any other representation, warranty and covenant given by such Member to the Company in any other agreement between such Member and the Company):
Members Representations. Member warrants, represents and agrees that he or she is in good physical condition and has no disability, impairment or ailment preventing him or her from engaging in active or passive exercise or that will be detrimental to his/her health, safety, comfort or physical condition if he/she does so engage or participate. If Member has a history of heart disease or any other potential problem with respect to a health or physical condition, Member shall consult a physician with respect to his or her exercise program before using any of the Health Club equipment, and obtain a written medical release from the treating physician authorizing Member to engage in exercise activity. Member agrees that he or she will not use the Health Club with any open cuts, abrasions, open sores, infections or the like, and that Member shall comply with local public health requirements. Manager shall have the final judgment in this matter, and may deny Member access to the Health Club.
Members Representations. Each Member represents and warrants as follows:
Members Representations. Each member represents as follows:
Members Representations. Each party hereto represents to the other as follows:
Members Representations. Each Member is acquiring the Common Stock for its own account and not with a view to or for distributing or reselling such Common Stock or any part thereof in violation of Securities Act of 1933, as amended (the “1933 Act”), or any applicable state securities law, has no present intention of distributing any of such Common Stock in violation of the 1933 Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other Persons to distribute or regarding the distribution of such Common Stock in violation of the 1933 Act or any applicable state securities law (this representation and warranty not limiting any Member’s right to sell the Common Stock at any time pursuant to any registration statement registering the resale thereof or otherwise in compliance with applicable federal and state securities laws). Each Member is an “accredited investor” as that term is defined in Regulation D promulgated under the 1933 Act. Each Member understands that its investment in the Common Stock involves a high degree of risk. Each Member (i) is able to bear the economic risk of an investment in the Common Stock including a total loss thereof, (ii) has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the proposed investment in the Common Stock and (iii) has had an opportunity to ask questions of and receive answers from the officers of the Parent concerning the financial condition and business of the Parent and others matters related to an investment in the Common Stock. Each Member has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Common Stock. Each Member understands that (i) the Common Stock may not be offered for sale, sold, assigned or transferred unless (A) registered pursuant to the 1933 Act or (B) an exemption exists permitting such Common Stock to be sold, assigned or transferred without such registration; (ii) any sale of the Common Stock made in reliance on Rule 144 under the 1933 Act may be made only in accordance with the terms of Rule 144 under the 1933 Act and further, if Rule 144 under the 1933 Act is not applicable, any resale of the Common Stock under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance w...
Members Representations. The scope of a member’s representations largely will depend upon the relative bargaining power of the prospective joint venturers. If there is competition for a venture member, or if this particular venture presents a particularly attractive opportunity, a member might scale down the representations so as not to adversely affect its ability to close the transaction. In scaling down the representations, consideration must be given to their relative benefit to the other member in terms of the degree and likelihood of exposure and their materiality to the ongoing business operations. While representations will reflect the relative concerns of each member, in a joint venture context there is often a practical limitation imposed on one member’s asking for extensive representations that it would not itself be prepared to give since the other member may well then ask for corresponding representations to be given to it. In some cases, these concerns can be satisfied through the conduct of due diligence without having to obtain a specific representation. In other cases, one member will insist upon additional comfort from the other member through its representations backed up by indemnification. The representations in the Model JV Agreement are based on the Fact Pattern that characterizes both Large Member and Small Member as in the field of manufacturing and selling competing high technology equipment. Large Member’s market share is 10 percent while Small Member’s is five percent. Both Large Member and Small Member use employees and their own networks of independent distributors for sales. While Large Member’s strength is in research and development in the manufacture of systems and miniaturization, Small Member’s strength is in the development of software for high technology equipment. Each will license these strengths to the joint venture and, because such license agreements may survive termination of the joint venture, those license agreements will contain specific representations that address intellectual property rights and protect against infringement of the licensed technologies. Similarly, representations often are added to address specific concerns that pertain to the industry in which the giver operates. For example, representations concerning compliance with certain federal and state food and drug laws would be appropriate for a food products manufacturer or a medical device or drug manufacturer. The Fact Pattern indicates that neither member has subsidi...
Members Representations. Member represents and warrants to Landlord that the information provided by Member in Sections A through F above is true and complete as of the date hereof. Member shall immediately (no less than three (3) business days) notify Landlord of any subsequent changes in such information during the term of this Agreement. Member hereby grants Landlord Member’s permission to independently verify the accuracy of all information contained in Sections A through F above. Member represents and warrants to Landlord that Member is an owner of a moorage slip for a floating home at Xxxxxxx Beach Moorage, Inc. on Hayden Island and, as such, is in good standing. Member further represents and warrants that Member is not, nor is any member of his/ her household, a lessee of any more than two garage/carport at the Facility.
Members Representations
