Common use of Acquisition as Investment Clause in Contracts

Acquisition as Investment. Buyer is acquiring the Company 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. Buyer has made, independently and without reliance on Seller (except to the extent that Buyer has relied on the representation, warranties, covenants and agreements in this Agreement), its own analysis of the Company Interests, the Company and its Assets for the purpose of acquiring the Company 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 Company Interests are not registered pursuant to the 1933 Act and that none of the Company 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 1933 Act.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (USD Partners LP)

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Acquisition as Investment. Buyer is acquiring the Company 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. Buyer Xxxxx has made, independently and without reliance on Seller (except to the extent that Buyer has relied other than on the representation, warranties, covenants express representations and agreements warranties of Seller set forth in this AgreementArticle III and Article IV), its own analysis of the Company Interests, the Company and its Assets for the purpose of acquiring the Company Interests, and Buyer 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 Company Interests are not registered pursuant to the 1933 Act and that none of the Company 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 1933 Act0000 Xxx.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Summit Midstream Partners, LP)

Acquisition as Investment. Buyer is acquiring the Company 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 lawsPerson. Buyer has made, independently and without reliance on Seller (except to the extent that Buyer has relied on the representation, warranties, covenants representation and agreements warranties of Seller in this Agreement), its own analysis of the Company Interests, the Company Project Companies, and its the Assets of the Project Companies for the purpose of acquiring the Company 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 Company Interests are not registered pursuant to the Securities Act of 1933 Act (the “1933 Act”) and that none of the Company Interests may be transferred, except pursuant to an effective registration statement or an applicable exemption from registration exception under the 1933 Act. Buyer is an “accredited investor” as defined under Rule 501 promulgated under the 1933 Act.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Mirant North America, LLC)

Acquisition as Investment. Buyer is acquiring the Company 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 lawsPerson. Buyer has made, independently and without reliance on Seller (except to the extent that Buyer has relied on the representation, warranties, covenants representation and agreements warranties of Seller in this Agreement), its own analysis of the Company Interests, the Company Companies and its the Purchased Assets for the purpose of acquiring the Company 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 Company Interests are not registered pursuant to the Securities Act of 1933 Act (the “1933 ACT”) and that none of the Company Interests may be transferred, except pursuant to an effective registration statement or an applicable exemption from registration exception under the 1933 Act. Buyer is an “accredited investor” as defined under Rule 501 promulgated under the 1933 Act.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Brascan Corp/)

Acquisition as Investment. Buyer is acquiring the Company 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 lawsPerson. Buyer has made, independently and without reliance on Seller (except to the extent that Buyer has relied on the representation, warranties, covenants representation and agreements warranties of Seller in this Agreement), its own analysis of the Company Interests, the Company Project Companies, the Assigned Contracts and its the Purchased Assets for the purpose of acquiring the Company 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 Company Interests are not registered pursuant to the Securities Act of 1933 Act (the “1933 Act”) and that none of the Company Interests may be transferred, except pursuant to an effective registration statement or an applicable exemption from registration exception under the 1933 Act. Buyer is an “accredited investor” as defined under Rule 501 promulgated under the 1933 Act.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Duke Energy CORP)

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Acquisition as Investment. Buyer is acquiring the Company 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 lawsPerson. Buyer has made, independently and without reliance on Seller Sellers (except to the extent that Buyer has relied on the representation, warranties, covenants representation and agreements warranties of Sellers in this Agreement), its own analysis of the Company Interests, the Company and its the Company Assets for the purpose of acquiring the Company 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 Company Interests are not registered pursuant to the Securities Act of 1933, as amended (the "1933 Act ACT"), and that none of the Company Interests may be transferred, except pursuant to an effective registration statement or an applicable exemption from registration exception under the 1933 Act. Buyer is an "accredited investor" as defined under Rule 501 promulgated under the 1933 Act.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Northern Border Partners Lp)

Acquisition as Investment. Buyer is acquiring the Company 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 lawsPerson. Buyer has made, independently and without reliance on Seller (except to the extent that Buyer has relied on the representation, warranties, covenants representation and agreements warranties of Seller in this Agreement), its own analysis of the Company Interests, the Company Companies and its the Purchased Assets for the purpose of acquiring the Company 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 Company Interests are not registered pursuant to the Securities Act of 1933 Act (the "1933 ACT") and that none of the Company Interests may be transferred, except pursuant to an effective registration statement or an applicable exemption from registration exception under the 1933 Act. Buyer is an "accredited investor" as defined under Rule 501 promulgated under the 1933 Act.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Reliant Energy Inc)

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