Representations by Members. Each Member represents, warrants, covenants and acknowledges that (a) it is a corporation, limited liability company or limited partnership duly organized or formed and is in good standing in the jurisdiction in which it has been organized or formed, (b) it has the power and authority to authorize the execution, delivery and performance of this Agreement, (c) it has been duly authorized and is otherwise duly qualified to purchase and hold its Interest and to execute and deliver this Agreement and all other instruments executed and delivered on behalf of it in connection with the acquisition of its Interest, (d) the person or persons executing and delivering this Agreement on behalf of a Member are duly authorized to do so, (e) the consummation of such transactions will not result in a breach or violation of, or a default under, its charter or bylaws, if such Member is a corporation, or its certificate of limited partnership or its partnership agreement, if such Member is a partnership, or its operating agreement if such Member is a limited liability company, or any existing agreement by which it or any of its assets are bound, and (f) this Agreement is a valid and binding agreement on the part of such Member enforceable in accordance with its terms against such Member, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors and general principles of equity.
Representations by Members. Each Member represents and warrants to the other Members and to the Company that (i) all transactions contemplated by this Agreement to be performed by such Member have been duly authorized by all necessary action and do not require the consent or approval of any third party, (ii) such Member has all necessary power with respect thereto, (iii) the consummation of such transactions will not (and with the giving of notice or lapse of time or both would not) result in a breach or violation of, or a default or loss of contractual benefits under, any trust agreement or other agreement by which such Member or any of such Member’s properties is bound, or any statute, regulation, order or other law to which such Member or any of such Member’s properties is subject, or give rise to a lien or other encumbrance upon any of such Member’s properties or assets, and (iv) this Agreement is a valid and binding agreement on the part of such Member, enforceable in accordance with its terms.
Representations by Members. Each Member represents, warrants, agrees and acknowledges as to itself only that:
Representations by Members. Each Member hereby represents, warrants, agrees and acknowledges to the Company, severally (as to such Member only) but not jointly, as of the date hereof (or, if applicable, the date such Member becomes a party hereto), that:
Representations by Members. (a) Each Member represents and warrants that (i) it has been duly authorized to execute, deliver and perform this Agreement and all other instruments executed and delivered on behalf of it in connection with the acquisition of its Units, (ii) the consummation of such transactions will not result in a breach or violation of, or a default under, its charter or by-laws, if such Member is a corporation, or its certificate of limited partnership or its partnership agreement, if such Member is a partnership, or its other organizational documents, if such Member is neither a corporation or partnership, or any existing agreement by which it or any of its properties is bound, (iii) this Agreement is a binding agreement on the part of such Member enforceable in accordance with its terms against such Member, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, liquidation, receivership, moratorium or other similar laws relating to or affecting the enforcement of creditors' rights generally or by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or law, (iv) no consent, waiver, approval or authorization of or notice to any other Person (including any governmental authority) is required to be made, obtained or given in connection with the execution and delivery of this Agreement except for those which have been heretofore obtained and (v) neither the execution nor delivery of this Agreement does or will violate, conflict with
Representations by Members. Each Member hereby represents, warrants, agrees and acknowledges that:
Representations by Members. 13 ARTICLE 3 TERM.............................................................13 3.1 TERM..................................................................13
Representations by Members. Each Member represents and warrants to the other Member that (i) its execution and delivery of this Agreement and its initial capital contribution to the Company have been duly authorized by all necessary action and do not require the consent or approval of any third party, that has not been obtained, (ii) it has all necessary power with respect thereto, (iii) the consummation of such transactions will not (and with the giving of notice or lapse of time or both would not) result in a breach or violation of, or a default or loss of contractual benefits under its charter, by-laws or agreement of partnership, any agreement by which it or any of its properties is bound, or any statute, regulation, order or other law to which it or any of its properties is subject, or give rise to a lien or other encumbrance upon any of its properties or assets, (iv) this Agreement is a valid and binding agreement on the part of such Member, enforceable in accordance with its terms, subject to applicable debtor relief laws, (v) all representations, warranties and certifications made by it or by its Affiliates in the Contribution Agreement are true and correct, are hereby incorporated into this Agreement, and shall survive the execution of this Agreement for the period provided for in the Contribution Agreement, and (vi) such Member is not a foreign person as that term is defined in Section 1445 of the Code.
Representations by Members. Each Member represents, warrants, agrees and acknowledges as of the date hereof that:
Representations by Members. 89 15.5 Notices.......................................................... 90 15.6
