Common use of Acknowledgement by Incentive Holdings Clause in Contracts

Acknowledgement by Incentive Holdings. (a) Parent is issuing 100,000 Class B Units (as defined in the Partnership Agreement) to Incentive Holdings in accordance with Section 5.9(a) of the Partnership Agreement. Incentive Holdings hereby executes this Agreement in acknowledgement and agreement that any Class B Units issued to it by the Partnership are subject to the provisions of the Partnership Agreement, including but not limited to Section 5.9 thereof. (b) Incentive Holdings represents and warrants to Parent as follows: (i) The Class B Units are being acquired for Incentive Holdings’ own account, not as a nominee or agent, and with no present intention of distributing the Class B Units or any part thereof, and Incentive Holdings has no present intention of selling or granting any participation in or otherwise distributing the same in any transaction in violation of the securities laws of the United States or any state. (ii) Incentive Holdings (a) is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated by the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (“Securities Act”) and (b) by reason of its business and financial experience it has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Class B Units, is able to bear the economic risk of such investment and, at the present time, would be able to afford a complete loss of such investment. Incentive Holdings has made, or had the opportunity to make, or had the opportunity to have advisors of it make, such investigation into the affairs, reputation, business, business plans and financial condition of the Parent and its Affiliates as it deemed necessary and that the Parent and its representatives have answered and accommodated such investigation. (iii) Incentive Holdings understands that the Class B Units it is acquiring are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Parent in a transaction not involving a public offering and that under such securities laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. In this connection, Incentive Holdings represents that it is knowledgeable with respect to Rule 144 under the Securities Act. (iv) Incentive Holdings agrees that any certificates representing the Class B Units will bear a legend as follows: “The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended. These securities may not be sold, offered for sale, pledged or hypothecated in the absence of a registration statement in effect with respect to the securities under such Act or the issuer has received documentation reasonably satisfactory to it, including an opinion of legal counsel in form and substance reasonably satisfactory to the issuer, that such transaction does not require registration under such Act.” Incentive Holdings consents to the placement of stop transfer instructions with regards to the transfer of the Class B Units unless the requirements of such legend are satisfied.