Limited Liability Company Agreement
each equity owner, prior to acquiring an ownership interest, has made an investigation of the company and its business, and the company has made available to each equity owner, all information with respect to the company which such equity owner needs to make an informed decision to acquire the ownership interest. each equity owner has relied on its own tax and legal advisors in connection with such equity owner's decision to acquire an ownership interest. each equity owner considers himself, herself or itself to be a person possessing experience and sophistication as an investor which are adequate for the evaluation of the merits and risks of such equity owner's investment in the ownership interest.
13.19 representations and warranties.
(a) in general. as of the date hereof, each of the equity owners hereby makes each of the representations and warranties applicable to such equity owner as set forth in section 13.19(b) hereof, and such warranties and representations shall survive the execution of this agreement.
(b) representations and warranties. each member hereby represents and warrants that:
(1) due incorporation or formation; authorization of agreement. such equity owner is a corporation duly organized or a partnership or limited liability company duly formed, validly existing, and in good standing under the laws of the jurisdiction of its incorporation or formation and has the corporate, partnership or limited liability company power and authority to own its property and carry on its business as owned and carried on at the date hereof and as contemplated hereby. such equity owner is duly licensed or qualified to do business and in good standing in each of the jurisdictions in which the failure to be so licensed or qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder. such equity owner has the corporate, partnership or limited liability company power and authority to execute and deliver this agreement and to perform its obligations hereunder and the execution, delivery, and performance of this agreement has been duly authorized by all necessary corporate, partnership or limited liability company action. this agreement constitutes the legal, valid, and binding obligation of such equity owner.
(2) no conflict with restrictions; no default. neither the execution, delivery, and performance of this agreement nor the consummation by such equity owner of the transactions contemplated hereby (1) will conflict with, violate, or result in a breach of any of the terms, conditions, or provisions of any law, regulation, order, writ, injunction, decree, determination, or award of any court, any governmental department, board, agency, or instrumentality, domestic or foreign, or any arbitrator, applicable to such equity owner or any of its affiliates, (2) will conflict with, violate, result in a breach of, or constitute a default under any of the terms, conditions, or provisions of the articles of incorporation, bylaws, partnership agreement, limited liability company agreement or operating agreement of such equity owner or any of its affiliates or of any material agreement or instrument to which such equity owner or any of its affiliates is a party or by which such equity owner, or any of its affiliates is or may be bound or to which any of its material properties or assets is subject, (3) will conflict with, violate, result in a breach of, constitute a default under (whether with notice or lapse of time or both), accelerate or permit the acceleration of the performance required by, give to others any material interests or rights, or require any consent, authorization, or approval under any indenture, mortgage, lease agreement, or instrument to which such equity owner or any of its affiliates is a party or by which such equity owner or any of its affiliates is or may be bound, or (4) will result in the creation or imposition of any lien upon any of the material properties or assets of such equity owner or any of its affiliates.