Acquisition as Investment. Purchaser is acquiring each Interest described in the applicable Acquired Companies Annex for its own account as an investment without the present intent to sell, transfer or otherwise distribute the same to any other Person. Purchaser acknowledges that such Interest is not registered pursuant to the 1933 Act and that none of such Interest may be transferred, except pursuant to an effective registration statement under, or an applicable exception from registration under, the 1933 Act. Purchaser is an “accredited investor” as defined under Rule 501 promulgated under the 1933 Act.
Acquisition as Investment. VTDC is acquiring the Unit Consideration for its own account as an investment without the present intent to sell or offer the same to any other Person or effect a distribution of the Unit Consideration. VTDC acknowledges that the Unit Consideration has not been registered pursuant to the Securities Act or any state securities laws, and that none of the Unit Consideration may be transferred except pursuant to registration or an applicable exemption thereunder. VTDC is an “accredited investor” as defined under Rule 501 promulgated under the Securities Act.
Acquisition as Investment. Buyer (i) is acquiring the Interests for its own account and not with a view to distribution in violation of applicable securities laws; (ii) has sufficient knowledge and experience in financial and business matters so as to be able to evaluate the merits and risk of an investment in the Interests and is able financially to bear the risks thereof; (iii) understands that the Interests will, upon purchase, be characterized as “restricted securities” under state and federal securities Laws and that under such Laws the Interests may be resold without registration under such Laws only in certain limited circumstances; and (iv) is an “accredited investor” as defined under Rule 501 promulgated under the Securities Act.
Acquisition as Investment. Buyer is acquiring the Interests for its own account as an investment without the present intent to sell, transfer or otherwise distribute the same to any other Person in violation of any state or federal securities laws. Xxxxx has made, independently and without reliance on Seller (other than on the express representations and warranties of Seller set forth in Article III and Article IV), its own analysis of the Interests, the Company and its Assets for the purpose of acquiring the Interests, and Xxxxx has had reasonable and sufficient access to documents, other information and materials as it considers appropriate to make its evaluations. Buyer acknowledges that the Interests are not registered pursuant to the 1933 Act and that none of the Interests may be transferred, except pursuant to an effective registration statement or an applicable exemption from registration under the 1933 Act. Buyer is an “accredited investor” as defined under Rule 501 promulgated under the 0000 Xxx.
Acquisition as Investment. Buyer is acquiring the Interests for its own account as an investment without the present intent to sell, transfer or otherwise distribute the same to any other
Acquisition as Investment. The Partnership is acquiring the Subject Interests for its own account as an investment without the present intent to sell or offer the same to any other Person or effect a distribution of the Subject Interests, other than the conveyance of the Subject Interests to Valero Operating. The Partnership acknowledges that the Subject Interests are not registered pursuant to the Securities Act or any state securities laws, and that none of the Subject Interests may be transferred except pursuant to registration or an applicable exemption thereunder. The Partnership is an “accredited investor” as defined under Rule 501 promulgated under the Securities Act.
Acquisition as Investment. The Purchaser is acquiring the Purchased Interests for its own account as an investment with the present intention of holding the Purchased Interests for investment purposes and not to sell, transfer or otherwise distribute the same to any other Person in violation of any securities Laws. The Purchaser has knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of an investment in the Purchased Interests. The Purchaser acknowledges and agrees that the Purchased Interests are not registered pursuant to the 1933 Act and that none of the Purchased Interests may be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of except pursuant to an effective registration statement or an applicable exemption from registration under the 1933 Act. The Purchaser is an “accredited investor” as defined under Rule 501 of Regulation D of the 1933 Act.
Acquisition as Investment. Buyer is acquiring the Lucerne Interests for its own account as an investment without the present intent to sell, transfer or otherwise distribute the same to any other Person, other than to an Affiliate. Buyer has made, independently and without reliance on Seller (except to the extent that Buyer has relied on the representations and warranties of Seller expressly set forth in this Purchase Agreement), its own analysis of the Entities for the purpose of acquiring the Lucerne Interests and Buyer has had reasonable and sufficient access to documents, other information and materials as it considers appropriate to make its evaluations. Buyer acknowledges that the Lucerne Interests are not registered under the Securities Act of 1933, as amended (the “1933 Act”) and that none of the Lucerne Interests may be transferred, except as permitted under the 1933 Act and applicable state securities laws pursuant to registration or an applicable exemption under the 1933 Act. Buyer is an “accredited investor” as defined under Rule 501 promulgated under the 1933 Act.
Acquisition as Investment. The New Member is acquiring the Membership Interests for its own account as an investment without the present intent to sell, transfer, or otherwise distribute the same to any other Person in violation of any securities Laws. The New Member acknowledges that the Membership Interests are not registered pursuant to the 1933 Act and that none of the Membership Interests may be transferred, except pursuant to an effective registration statement or an applicable exemption from registration under the 1933 Act. The New Member is an “accredited investor” as defined under Rule 501 promulgated under the 1933 Act.
Acquisition as Investment. Buyer is acquiring the Membership Interests for its own account as an investment without the present intent to sell, transfer or otherwise distribute the same to any other Person except in accordance with all Laws. Buyer has made, independently and without reliance on Seller (except to the extent that Buyer has relied on the express representations and warranties of Seller in this Agreement), its own analysis of the Membership Interests, Newington Energy, the Project and the Purchased Assets for the purpose of acquiring the Membership Interests. Buyer acknowledges that the Membership Interests are not registered pursuant to the Securities Act of 1933 (the “1933 Act”) and that none of the Membership Interests may be transferred, except pursuant to an applicable exemption under the 1933 Act or a transaction not subject to the 1933 Act. Buyer is an “accredited investor” as defined in Rule 501 promulgated under the 1933 Act.
