Representations and Covenants by the Members Sample Clauses

Representations and Covenants by the Members. (a) Each Member represents, warrants, covenants, acknowledges and agrees that:
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Representations and Covenants by the Members. Each Member hereby represents and warrants to, and agrees with, the Board of Managers, the other Members and the Company as follows:
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Representations and Covenants by the Members. Each Member, only on its own behalf, represents, warrants, covenants, acknowledges and agrees for the benefit of the other Member, that:
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Representations and Covenants by the Members. 30 15.1 Investment Intent 30 15.2 Securities Regulation 30 15.3 Knowledge and Experience 30 15.4 Economic Risk 30 15.5 Binding Agreement 30 15.6 Tax Position 30 15.7 Information 30 15.8 Licenses and Xxxxxxx 00 00. CREATION OF HOLDING COMPANY 31 17. AMENDMENTS TO AGREEMENT 31 17.1 Amendments 31 17.2 Corresponding Amendment of Certificate 31 17.3 Binding Effect 31 18. GENERAL 31 18.1 Successors; Delaware Law; Etc. 31 18.2 Notices, Etc. 32 18.3 Execution of Documents 32 18.4 Consent to Jurisdiction 33 18.5 Waiver of Jury Trial 33 18.6 Severability 33 18.7 Table of Contents, Headings 33 18.8 No Third Party Rights 34 NATIONAL BEEF PACKING COMPANY, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT This Amended and Restated Limited Liability Company Agreement of National Beef Packing Company, LLC is entered into and made effective as of , 2009, by and among U.S. Premium Beef, LLC, a Delaware limited liability company (“USPB”), NBPCo Holdings, LLC, a South Dakota limited liability company (“NBPCo Holdings”), TKK Investments, LLC, a Missouri limited liability company (“TKK”), TMKCo LLC, a Missouri limited liability company (“TMK”) and National Beef, Inc., a Delaware corporation (“NBI”) (with certain other Persons from time to time party hereto, collectively the “Members”).
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Representations and Covenants by the Members. Each Member hereby represents, warrants and covenants to the Company and each other Member that the following statements are true and correct as of the Effective Date and shall be true and correct at all times thereafter that such Member is a Member:
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Representations and Covenants by the Members. 49 Section 11.3. Additional Representations and Covenants of the PAV Member 51 Section 11.4. Governing Law 53 Section 11.5. Successors and Assigns 53 Section 11.6. Confidentiality 53 Section 11.7. Notices 54 Section 11.8. Counterparts 54 Section 11.9. Entire Agreement 54 Section 11.10. Amendments 54 Section 11.11. Waivers 54 Section 11.12. Severability 55 Section 11.13. No Partition 55 Section 11.14. Exhibits and Schedules 55 Section 11.15. Further Action 55 Section 11.16. Cumulative Remedies 55 Section 11.17. Section Titles 55 Section 11.18. No Third Party Beneficiaries 55 Section 11.19. Time of the Essence 55 Schedules and Exhibits Schedule 3.1 Members, Addresses, Initial Capital Contributions and Initial Percentage Interests Schedule 4.1(a) Administrator’s Duties Schedule 4.2(a) Unanimous Actions Schedule 4.4(a) Initial Property Budgets Schedule 11.2(l) Broker Fees Schedule 11.3(b) PAV Member Ownership and Control Structure Schedule I Acquisition Agreements Exhibit A Forms of Property Management Agreement AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF OP HOLDINGS JV LLC (the “Company”), dated as of April 22, 2015, by and among OP Holdings JV Member LLC, a Delaware limited liability company (the “Majority Member”), and Parking Acquisition Ventures, LLC, a Delaware limited liability company (the “PAV Member”), and such other persons as shall hereinafter become members as hereinafter provided (each a “Member” and, collectively, the “Members”).
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Representations and Covenants by the Members. 26 13.1 Organization; Corporate Authority . . . . . . . . . . 26 13.2 Legal, Valid and Binding Obligation . . . . . . . . . 26 13.3 Investment Intent . . . . . . . . . . . . . . . . . . 27 13.4
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Representations and Covenants by the Members. Each Member hereby represents and warrants to and acknowledges with the Company and the other Members, with respect to itself only, that:
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Related to Representations and Covenants by the Members

  • Representations and Covenants of the Holder This Warrant has been entered into by the Company in reliance upon the following representations and covenants of the Holder, which by its execution hereof the Holder hereby confirms:

  • Representations and Covenants of the Company The Company makes the following representations and covenants in order to induce the Agency to proceed with the Project:

  • REPRESENTATIONS BY AND COVENANTS OF THE COMPANY The Company hereby represents and warrants to the Subscriber that:

  • Representations and Covenants of the Trust A. The Trust hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:

  • Representations and Covenants In accordance with IRS Notice 2001-82 and IRS Notice 88-129, the Interconnection Customer represents and covenants that (i) ownership of the electricity generated at the Large Generating Facility will pass to another party prior to the transmission of the electricity on the CAISO Controlled Grid, (ii) for income tax purposes, the amount of any payments and the cost of any property transferred to the Participating TO for the Participating TO's Interconnection Facilities will be capitalized by the Interconnection Customer as an intangible asset and recovered using the straight-line method over a useful life of twenty (20) years, and (iii) any portion of the Participating TO's Interconnection Facilities that is a “dual-use intertie,” within the meaning of IRS Notice 88-129, is reasonably expected to carry only a de minimis amount of electricity in the direction of the Large Generating Facility. For this purpose, “de minimis amount” means no more than 5 percent of the total power flows in both directions, calculated in accordance with the “5 percent test” set forth in IRS Notice 88- 129. This is not intended to be an exclusive list of the relevant conditions that must be met to conform to IRS requirements for non-taxable treatment. At the Participating TO’s request, the Interconnection Customer shall provide the Participating TO with a report from an independent engineer confirming its representation in clause (iii), above. The Participating TO represents and covenants that the cost of the Participating TO's Interconnection Facilities paid for by the Interconnection Customer without the possibility of refund or credit will have no net effect on the base upon which rates are determined.

  • Representations and Covenants of the Agent The Agent represents and warrants that it is duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and regulations of each state in which the Placement Shares will be offered and sold, except such states in which the Agent is exempt from registration or such registration is not otherwise required. The Agent shall continue, for the term of this Agreement, to be duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and regulations of each state in which the Placement Shares will be offered and sold, except such states in which it is exempt from registration or such registration is not otherwise required, during the term of this Agreement. The Agent shall comply with all applicable law and regulations in connection with the transactions contemplated by this Agreement, including the issuance and sale through the Agent of the Placement Shares.

  • Additional Representations and Covenants of the Distributor The Distributor hereby represents, warrants and covenants to the Trust, which representations, warranties and covenants shall be deemed to be continuing throughout the term of this Agreement, that:

  • Representations, Warranties and Covenants of Holder Holder hereby represents, warrants and covenants to Parent that Holder (i) is the beneficial owner of the Shares, which, at the date of this Agreement and at all times up until the earlier to occur of (A) the Effective Time and (B) the Expiration Date, will be free and clear of any liens, claims, options, charges or other encumbrances (other than those created by this Agreement) and (ii) as of the date hereof does not own of record or beneficially any shares of outstanding capital stock of the Company other than the Shares (excluding shares as to which Holder currently disclaims beneficial ownership in accordance with applicable law). Holder has the legal capacity, power and authority to enter into and perform all of Holder’s obligations under this Agreement. This Agreement has been duly and validly executed and delivered by Holder and constitutes a valid and binding agreement of Holder, enforceable against Holder in accordance with its terms, subject to (a) laws of general application relating to bankruptcy, insolvency and the relief of debtors and (b) rules of law governing specific performance, injunctive relief and other equitable remedies.

  • REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BORROWER In order to induce Silicon to enter into this Agreement and to make Loans, Borrower represents and warrants to Silicon as follows, and Borrower covenants that the following representations will continue to be true, and that Borrower will at all times comply with all of the following covenants:

  • REPRESENTATIONS BY THE COMPANY 3.1 The Company represents and warrants to the Subscriber that:

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