Representations and Warranties of Members Clause Samples
The "Representations and Warranties of Members" clause requires each member of an agreement, such as an LLC operating agreement, to affirm certain facts about themselves and their authority to enter into the contract. Typically, this includes confirming that members have the legal capacity to participate, that their participation does not violate other agreements, and that all information provided is accurate. This clause serves to protect all parties by ensuring that each member is legally qualified and truthful, thereby reducing the risk of disputes or invalid agreements due to misrepresentation.
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Representations and Warranties of Members. By execution and delivery of this Agreement or an Adherence Agreement, as applicable, each of the Members, as of the date such Member acquired Units, represents and warrants to the Company and acknowledges that:
(a) Such Member understands that the Units have not been registered under the Securities Act or the securities laws of any other jurisdiction, are issued in reliance upon federal and state exemptions for transactions not involving a public offering and cannot be disposed of unless
(i) they are subsequently registered or exempted from registration under the Securities Act and (ii) the provisions of this Agreement have been complied with;
(b) If such Member did not receive its Units pursuant to an equity incentive plan (including the Incentive Plan), such Member is an “accredited investor” within the meaning of Rule 501 promulgated under the Securities Act, and agrees that it shall not take any action that could have an adverse effect on the availability of the exemption from registration provided by Rule 506 promulgated under the Securities Act with respect to the offer and sale of the Units;
(c) Such Member’s Units are being acquired for its own account solely for investment and not with a view to resale or distribution thereof;
(d) Such Member has had the opportunity to conduct its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and the Company Subsidiaries and such Member acknowledges that it has been provided adequate access to the personnel, properties, premises and records of the Company and the Company Subsidiaries for such purpose;
(e) The determination of such Member to acquire Units 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 business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and the Company Subsidiaries that may have been made or given by any other Member or by any agent or employee of any other Member;
(f) 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 decision with respect thereto;
(g) Such Member is able to bear the economic and financial risk of an investment in the Company for an indefinite period of time;
(h) The...
Representations and Warranties of Members. Each Member severally, but not jointly, represents and warrants as of the Effective Date or any subsequent date on which such Member is admitted to the Company, and as of the receipt of any additional Units, to the Company and the other Members that:
Representations and Warranties of Members. Each Member (including each Additional Member) hereby represents and warrants to and acknowledges with the Company and each other Member that: (i) 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; (ii) such Member is an "accredited investor" as defined in Rule 501 of, or is otherwise a permissible purchaser under, Regulation D under the Securities Act, and is able to bear the economic and financial risk of an investment in the Company for an indefinite period of time; (iii) such Member is acquiring or has acquired Units for investment only and not with a view to, or for resale in connection with, any distribution to the public or public offering thereof; (v) the interests of the Company have not been registered under the Securities Act, or the securities laws of any jurisdiction and cannot be disposed of unless they are subsequently registered and/or qualified under applicable securities laws and the provisions of this Agreement have been complied with; (iv) 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 applicable to such Member, its charter, bylaws and other governing documents (if an entity) or any agreement or instrument to which such Member is a party or by which such Member is bound and (v) this Agreement is valid, binding and enforceable against such Member in accordance with its terms.
Representations and Warranties of Members. Each Member hereby represents, warrants and covenants to the Company that, as of the date hereof:
Representations and Warranties of Members. By executing and delivering this Agreement or a joinder agreement, as applicable, each Member (severally and not jointly, as to itself) represents and warrants to the Company and to the other Members that, as of the date hereof:
(a) such Member is duly organized and validly existing under the Applicable Laws of its jurisdiction of organization;
(b) such Member has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and the execution, delivery and performance by such Member of this Agreement have been duly authorized by all necessary action;
(c) this Agreement has been duly and validly executed and delivered by such Member and constitutes the binding obligation of such Member enforceable against such Member in accordance with its terms, subject to applicable bankruptcy, insolvency or similar Laws relating to or affecting the enforcement of creditors’ rights generally or by general principles of equity or public policy affecting enforceability;
(d) the execution, delivery and performance by such Member of this Agreement do not, with or without the giving of notice or the lapse of time, or both, (i) violate any provision of Law to which such Member is subject in any material respect, (ii) violate any order, judgment or decree applicable to such Member in any material respect, (iii) require such Member to obtain any consent or approval that has not been obtained, or (iv) conflict with, or result in a breach or default under, any contract, agreement or other understanding to which such Member is a party or any term or condition of its governance and organizational documents in any material respect;
(e) such Member is acquiring its Membership Interests for investment and not with a view toward any resale or distribution thereof except in compliance with the Securities Act and acknowledges that its Membership Interests have not been registered pursuant to the Securities Act and may not be offered or sold in the absence of such registration or an exemption therefrom under the Securities Act, and such Member has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the risks of its investment in the Company and is capable of bearing the economic risks of the transactions contemplated by this Agreement; and
(f) such Member is an informed and sophisticated participant in the transactions contemplated hereby and has undertaken such investigation and has been provided...
Representations and Warranties of Members. Each Member hereby represents and warrants to the Company and each other Member that:
(a) if such Member is an organization, that it is duly organized, validly existing, and in good standing under the law of its state of incorporation or organization and that it has full organizational power to execute and agree to this Company Agreement and to perform its obligations under this Company Agreement;
(b) except as provided in Section 12.3, such Member is acquiring its Company Interest for such Members own account as an investment and without an intent to distribute the interest;
(c) such Member acknowledges that such Company Interests have not been registered under the Securities Act of 1933 or any state securities laws and may not be resold or transferred by the Member without appropriate registration or the availability of an exemption from such requirements;
(d) such Member, by itself or together with its advisors, is experienced in making investments comparable to its investment in the Company and is capable of judging for itself the risks inherent in such investment;
(e) such Member has the financial capacity to hold its investment in the Company for an indefinite period of time and to meet its obligations to make Capital Contributions under this Company Agreement, and acknowledges that the disposition of such investment is restricted both pursuant to federal and state securities laws and pursuant to the terms of this Company Agreement;
(f) such Member acknowledges that it has received access to all information that it deems necessary in order to make its decision to invest in the Company;
(g) this Company Agreement has been duly executed and delivered by it and constitutes its valid and binding obligation, enforceable in accordance with its terms;
(h) neither the execution and delivery of this Company Agreement nor the consummation of the transactions contemplated hereby nor compliance by it with any provisions hereof (1) conflicts with, or results in a breach or contravention of, or in a default or the creation of any lien under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement, or other instrument or obligation to which it is a party or by which it or its properties are bound, or (2) violates any law, order, writ, injunction or decree applicable to it or any of its properties;
(i) no consent, approval or other action by any court, governmental authority or third party is required in connection with ...
Representations and Warranties of Members. Each Member severally, but not jointly, represents and warrants that:
Representations and Warranties of Members. The MEMBERS hereby represent, warrant and agree as follows:
Representations and Warranties of Members. Each Member, by executing this Agreement or being admitted as a Member, hereby represents and warrants to the Company and each other Member the following:
Representations and Warranties of Members. Each Member hereby represents and warrants to and acknowledges with the Company that: (i) such Member is acquiring interests in the Company for investment only and not with a view to, or for resale in connection with, any distribution to the public or public offering thereof; (ii) 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 and the provisions of this Agreement have been complied with; (iii) 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 and (iv) this Agreement is valid, binding and enforceable against such Member in accordance with its terms.