Access to Information; Sophistication; Lack of Reliance. Each Member represents and warrants that (i) such Member is familiar with the business and financial condition, properties, operations and prospects of the Company and that such Member has been granted the opportunity to ask questions of, and receive answers from, representatives of the Company concerning the Company and the terms and conditions of the purchase of the Interests and to obtain any additional information that such Member deems necessary, (ii) such Member’s knowledge and experience in financial and business matters is such that such Member is capable of evaluating the merits and risk of the investment in the Interests and (iii) such Member has carefully reviewed the terms and provisions of this Agreement and has evaluated the restrictions and obligations contained therein. In furtherance of the foregoing, each Member represents and warrants that (i) no representation or warranty, express or implied, whether written or oral, as to the financial condition, results of operations, prospects, properties or business of the Company or as to the desirability or value of an investment in the Company has been made to such Member by or on behalf of the Company, (ii) such Member has relied upon such Member’s own independent appraisal and investigation, and the advice of such Member’s own counsel, tax advisors and other advisors, regarding the risks of an investment in the Company and (iii) such Member will continue to bear sole responsibility for making its own independent evaluation and monitoring of the risks of its investment in the Company.
Access to Information; Sophistication; Lack of Reliance. The Sellers (i) have had a representative on the board of directors of the Company continuously since February 12, 2010, (ii) are familiar with the business and financial condition, properties, operations and prospects of the Company, (iii) have been provided with such information, documents and other materials concerning the Company, including its financial condition, results of operations, prospects, properties or business, to enable the Sellers to form an independent judgment regarding the advisability of the sale of the Shares on the terms and conditions contained herein, (iv) have had such time as the Sellers deem necessary and appropriate to review and analyze such information, documents and other materials to enable it to form such independent judgment, and (v) has been granted the opportunity to obtain any additional information that the Sellers deem necessary to verify the accuracy of such information, documents and other materials and to ask questions of, and have received satisfactory answers from, representatives of the Company concerning the Company. The Sellers have also had the opportunity to review the periodic and current reports filed with the United States Securities and Exchange Commission (the “SEC”) by the Company. The Sellers’ knowledge and experience in financial and business matters is such that the Sellers are capable of evaluating the merits and risks of the Sellers’ sale of the Shares. The Sellers have carefully reviewed the terms and provisions of this Agreement and have evaluated their rights and obligations contained herein and are hereby voluntarily assuming the risks relating to the transactions contemplated hereby.
Access to Information; Sophistication; Lack of Reliance. Each Management Limited Partner represents and warrants that (a) such Management Limited Partner is familiar with the business and financial condition, properties, operations and prospects of the Partnership and its Subsidiaries and that such Management Limited Partner has been granted the opportunity to ask questions of, and receive answers from, representatives of the Partnership concerning the Partnership and its Subsidiaries and the terms and conditions of the purchase of the Units and to obtain any additional information that such Management Limited Partner deems necessary, (b) such Management Limited Partner’s knowledge and experience in financial and business matters is such that such Management Limited Partner is capable of evaluating the merits and risk of the investment in the Units and (c) such Management Limited Partner has carefully reviewed the terms and provisions of this Agreement and has evaluated the restrictions and obligations contained therein. In furtherance of the foregoing, each Management Limited Partner represents and warrants that (i) no representation or warranty, express or implied, whether written or oral, as to the financial condition, results of operations, prospects, properties or business of the Partnership and its Subsidiaries or as to the desirability or value of an investment in the Partnership has been made to such Management Limited Partner by or on behalf of the Partnership, (ii) such Management Limited Partner has relied upon such Management Limited Partner’s own independent appraisal and investigation, and the advice of such Management Limited Partner’s own counsel, tax advisors and other advisors, regarding the risks of an investment in the Partnership and (iii) such Management Limited Partner will continue to bear sole responsibility for making its own independent evaluation and monitoring of the risks of its investment in the Partnership.
Access to Information; Sophistication; Lack of Reliance. The Purchaser represents and warrants that (i) the Purchaser has been granted the opportunity to ask questions of, and receive answers from, representatives of the Company concerning the Company and the terms and conditions of the purchase of the Shares and to obtain any additional information that the Purchaser deems necessary, (ii) the Purchaser's knowledge and experience in financial business matters is such that the Purchaser is capable of evaluating the merits and risk of the investment in the Shares and (iii) the Purchaser has carefully reviewed the terms and provisions of the Stockholders Agreement and has evaluated the restrictions and obligations contained therein. In furtherance of the foregoing, each Purchaser represents and warrants that (i) no representation or warranty, express or implied, whether written or oral, as to the financial condition, results of operations, prospects, properties or business of the Company or as to the desirability or value of an investment in the Company has been made to such Purchaser by or on behalf of the Company, except for those representations and warranties contained in Section 4 and the Stockholders Agreement, (ii) such Purchaser has relied upon such Purchaser's own independent appraisal and investigation, and the advice of such Purchaser's own counsel, tax advisors and other advisors, regarding the risks of an investment in the Company and (iii) such Purchaser will continue to bear sole responsibility for making its own independent evaluation and monitoring of the risks of its investment in the Company. For purposes of this Section 3(d), the Company includes each of the businesses to be acquired by the Company on the Closing Date.
Access to Information; Sophistication; Lack of Reliance. The Investor is familiar with the business and financial condition, properties, operations, and prospects of the Company and the Investor has been granted the opportunity to ask questions of, and receive answers from, representatives of the Company concerning the Company and the terms and conditions of the acquisition of the Subscription Units and to obtain any additional information that the Investor deems necessary to verify the accuracy of the information so provided. The Investor’s knowledge and experience in financial and business matters is such that the Investor is capable of evaluating the merits and risk of the Investor’s investment in the Subscription Units. The Investor has carefully reviewed the terms and provisions of this Agreement and the Operating Agreement and has evaluated the restrictions and obligations contained therein. In furtherance of the foregoing, the Investor represents and warrants that as of the Closing, (a) no representation or warranty, express or implied, whether written or oral, as to the financial condition, results of operations, prospects, properties, or business of the Company or as to the desirability or value of an investment in the Company has been made to the Investor by or on behalf of the Company, except for those representations and warranties expressly set forth in Article III of this Agreement, (b) the Investor has relied upon the Investor’s own independent appraisal and investigation and the advice of the Investor’s own counsel, tax advisors, and other advisors regarding the risks of an investment in the Company, and (c) the Investor will continue to bear sole responsibility for making its own independent evaluation and monitoring of the risks of its investment in the Company.
Access to Information; Sophistication; Lack of Reliance. The Investor is familiar with the business and financial condition, properties, operations, and prospects of the Company and the Investor has been granted the opportunity to ask questions of, and receive answers from, representatives of the Company concerning the Company and the terms and conditions of the acquisition of the Subscription Units and to obtain any additional information that the Investor deems necessary to verify the accuracy of the information so provided. The Investor’s knowledge and experience in financial and business matters is such that the Investor is capable of evaluating the merits and risk of the Investor’s investment in the Subscription Units. The Investor has carefully reviewed the terms and provisions of this Agreement and the Operating Agreement and has evaluated the restrictions and obligations contained therein. In furtherance of the foregoing, the Investor represents and warrants that as of the Closing, (a) no representation or warranty, express or implied, whether written or oral, as to the financial condition, results of operations, prospects, properties, or business of the Company or as to the desirability or value of an investment in the Company has been made to the Investor by or on behalf of the Company, except for those representations and warranties expressly set forth in Section 2 of this Agreement,
Access to Information; Sophistication; Lack of Reliance. Each Individual Limited Partner represents and warrants that (a) such Individual Limited Partner is familiar with the business and financial condition, properties, operations and prospects of the Partnership and its Subsidiaries and that such Individual Limited Partner has been granted the opportunity to ask questions of, and receive answers from, representatives of the Partnership concerning the Partnership and its Subsidiaries and the terms and conditions of the purchase of the Units and to obtain any additional information that such Individual Limited Partner deems necessary, (b) such Individual Limited Partner’s knowledge and experience in financial and business matters is such that such Individual Limited Partner is capable of evaluating the merits and risk of the investment in the Units and (c) such Individual Limited Partner has carefully reviewed the terms and provisions of this Third Amendment and has evaluated the restrictions and obligations contained therein. In furtherance of the foregoing, each Individual Limited Partner represents and warrants that (i) no representation or warranty, express or implied, whether written or oral, as to the financial condition, results of operations, prospects, properties or business of the Partnership and its Subsidiaries or as to the desirability or value of an investment in the Partnership has been made to such Individual Limited Partner by or on behalf of the Partnership,
Access to Information; Sophistication; Lack of Reliance. Such Selling Party is familiar with the business and financial condition, properties, operations and prospects of the General Partner, the Company and the Company’s subsidiaries and such Selling Party has been granted the opportunity to ask questions of, and receive answers from, representatives of the General Partner and the Company concerning the General Partner, the Company and the Company’s and the terms and conditions of the sale of the Seller Equity Interests and to obtain any additional information that such Selling Party deems necessary to verify the accuracy of the information so provided. Such Selling Party’s knowledge and experience in financial and business matters is such that such Selling Party is capable of evaluating the merits and risks of such Selling Party’s sale of his or its Seller Equity Interests. Such Selling Party has carefully reviewed the terms and provisions of this Agreement and has evaluated his rights and obligations contained herein. Such Selling Party represents and warrants that as of the date of this Agreement and as of the Closing, (i) no representation or warranty, express or implied, whether written or oral, as to the financial condition, results of operations, prospects, properties or business of the General Partner, the Company and the Company’s subsidiaries or as to the advisability of the sale of, or the value of, the Seller Equity Interests or otherwise has been made to such Selling Party by or on behalf of the General Partner or the Company, except for those representations and warranties contained in Article III, and (ii) such Selling Party has relied upon such Selling Party’s own independent appraisal and investigation and the advice of such Selling Party’s own counsel, tax advisors and other advisors, regarding the advisability of the sale of the Seller Equity Interests on the terms and conditions contained herein.
Access to Information; Sophistication; Lack of Reliance. (a) Such Stockholder is familiar with the business and financial condition, properties, operations and prospects of the Company and its Subsidiaries and such Stockholder has been granted the opportunity to ask questions of, and receive answers from, representatives of the Company concerning the Company and its Subsidiaries and the terms and conditions of the purchase of the Equity Securities and to obtain any additional information that such Stockholder deems necessary to evaluate whether or not to make an investment in the Company, (b) such Stockholder’s knowledge and experience in financial and business matters are such that such Stockholder is capable of evaluating the merits and risk of the investment in the Equity Securities and (c) such Stockholder has carefully reviewed the terms and provisions of this Agreement and has evaluated the restrictions and obligations contained herein. In furtherance of the foregoing, each Stockholder represents and warrants that, except as may be made to such Stockholder under the Merger Agreement, the Framework Agreement, any other Transaction Agreement or the Wholesale Agreement (x) no representation or warranty, express or implied, whether written or oral, as to the financial condition, results of operations, prospects, properties or business of the Company and its Subsidiaries, or as to the desirability or value of an investment in the Company, has been made to such Stockholder by or on behalf of the Company, (y) such Stockholder has relied upon such Stockholder’s own independent appraisal and investigation, and the advice of such Stockholder’s own counsel, tax advisors and other advisors, regarding the risks of an investment in the Company and its Subsidiaries and (z) such Stockholder will continue to bear sole responsibility for making its own independent evaluation and monitoring of the risks of its investment in the Company and its Subsidiaries.
Access to Information; Sophistication; Lack of Reliance. The Executive is familiar with the business and financial condition, properties, operations and prospects of Parent and the Executive has been granted the opportunity to ask questions of, and receive answers from, representatives of Parent concerning Parent and the terms and conditions of the Rollover Options and to obtain any additional information that the Executive deems necessary to verify the accuracy of the information so provided. The Executive’s knowledge and experience in financial and business matters is such that the Executive is capable of evaluating the merits and risk of the Executive’s investment in the Rollover Options, the Matching Options and the shares of Parent Common Stock acquired on the exercise thereof. The Executive has carefully reviewed the terms and provisions of this Agreement and the Schedule and Exhibits hereto and has evaluated the restrictions and obligations contained therein. In furtherance of the foregoing, the Executive represents and warrants that, as of the Effective Time, (i) no representation or warranty, express or implied, whether written or oral, as to the financial condition, results of operations, prospects, properties or business of Parent or as to the desirability or value of an investment in Parent has been made to the Executive by or on behalf of Parent, except for those representations and warranties expressly set forth in Section 2 of this Agreement, (ii) the Executive has relied upon the Executive’s own independent appraisal and investigation and the advice of the Executive’s own counsel, tax advisors and other advisors regarding the risks of an investment in Parent and (iii) the Executive will continue to bear sole responsibility for making his or her own independent evaluation and monitoring of the risks of his or her investment in Parent.
