2. Representations and Warranties of the Unitholder. The Unitholder represents and warrants to the Company that the following statements are true as of the date hereof and on each date on which such Unitholder makes a Capital Contribution to the Company:
(a) Residency. If such Unitholder is a natural person, then such Unitholder resides in the state or province identified in the address of such Unitholder set forth on Schedule A hereto. If such Unitholder is a partnership, corporation, limited liability company or other entity, then the principal place of business of such Unitholder is identified in the address or addresses of such Unitholder set forth on Schedule A hereto.
(b) Organization and No Conflict. If such Unitholder is a partnership, corporation, limited liability company or other entity, such Unitholder is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. Such Unitholders execution, delivery and performance of this Agreement and the other documents referred to hereto to which it is a party, its consummation of the transactions contemplated hereby and thereby and its compliance with the provisions hereof and thereof will not (i) violate any provision of any law applicable to such Unitholder or any of its properties or assets or (ii) conflict with or result in any breach of any of the terms, conditions or provisions of, or constitute (with due notice or lapse of time, or both) a default under such Unitholders governance documents.
(c) Authority. Such Unitholder has all requisite power and authority to execute, deliver and perform its obligations under this Agreement and the other documents referred to hereto to which it is a party. This Agreement and the other documents referred to hereto to which such Unitholder is a party have been duly authorized, executed and delivered by such Unitholder. This Agreement is a legal, valid and binding obligation of such Unitholder, enforceable against such Unitholder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors rights and to general equity principles.
(d) Governmental Authorization. No consent, waiver, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Authority, is required by or with respect to such Unitholder in connection with the execution and delivery of this Agreement and the LLC Agreement by such Unitholder or the consummation by such Unitholder of the transactions contemplated hereby and thereby. Governmental Authority means any domestic or foreign government or political subdivision thereof, whether on a federal, state or local level and whether executive, legislative or judicial in nature, including any agency, authority, board, bureau, commission, court, department or other instrumentality thereof.
(e) Investment Intent. Such Unitholder is acquiring the Units for such Unitholders own account as principal and not in a fiduciary capacity, for investment purposes only, not for any other person and not for the purposes of resale or distribution. Such Unitholder understands that the offering and sale of the Units are intended to be exempt from registration under U.S. Securities Act of 1933, as amended (the Securities Act), and applicable U.S. state securities laws, and agrees that any Units acquired by such Unitholder may not be sold, offered for sale, exchanged, transferred, assigned, pledged, hypothecated or otherwise disposed of (x) in any manner that would require the Company to register the Units under the Securities Act, under any U.S. state securities laws or under the laws of any non-U.S. jurisdiction or (y) otherwise except in accordance with the restrictions set forth in the LLC Agreement.