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. Buyer has made, independently and without reliance on Seller (except to the extent that Buyer has relied on the representation and warranties of Seller in this Agreement), its own analysis of the Company Interests, the Project Companies, and 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 (the “1933 Act”) and that none of the Company Interests may be transferred, except pursuant to an applicable exception under the 1933 Act. Buyer is an “accredited investor” as defined under Rule 501 promulgated under the 1933 Act.
Appears in 1 contract
Sources: 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. Buyer has made, independently and without reliance on Seller (except to the extent that Buyer has relied on the representation and warranties of Seller in this Agreement), its own analysis of the Company Interests, the Project Companies, Companies and the Purchased 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 (the “"1933 Act”ACT") and that none of the Company Interests may be transferred, except pursuant to an applicable exception under the 1933 Act. Buyer is an “"accredited investor” " as defined under Rule 501 promulgated under the 1933 Act.
Appears in 1 contract
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. Buyer has made, independently and without reliance on Seller Sellers (except to the extent that Buyer has relied on the representation and warranties of Seller Sellers in this Agreement), its own analysis of the Company Interests, the Project Companies, Company and the Company 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 1933, as amended (the “"1933 Act”) ACT"), and that none of the Company Interests may be transferred, except pursuant to an applicable exception under the 1933 Act. Buyer is an “"accredited investor” " as defined under Rule 501 promulgated under the 1933 Act.
Appears in 1 contract
Sources: 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. Buyer has made, independently and without reliance on Seller (except to the extent that Buyer has relied on the representation and warranties of Seller in this Agreement), its own analysis of the Company Interests, the Project Companies, the Assigned Contracts and the Purchased 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 (the “1933 Act”) and that none of the Company Interests may be transferred, except pursuant to an applicable exception under the 1933 Act. Buyer is an “accredited investor” as defined under Rule 501 promulgated under the 1933 Act.
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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 PersonPerson 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 representation, warranties, covenants and warranties of Seller agreements in this Agreement), its own analysis of the Company Interests, the Project Companies, Company and the its 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 1933 Act of 1933 (the “1933 Act”) and that none of the Company Interests may be transferred, except pursuant to an effective registration statement or an applicable exception 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
Sources: Membership Interest Purchase Agreement (USD 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. Buyer has made, independently and without reliance on Seller (except to the extent that Buyer has relied on the representation and warranties of Seller in this Agreement), its own analysis of the Company Interests, the Project Companies, Companies and the Purchased 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 (the “1933 ActACT”) and that none of the Company Interests may be transferred, except pursuant to an applicable exception under the 1933 Act. Buyer is an “accredited investor” as defined under Rule 501 promulgated under the 1933 Act.
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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 PersonPerson 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 other than on the representation express representations and warranties of Seller set forth in this AgreementArticle III and Article IV), its own analysis of the Company Interests, the Project Companies, Company and the its 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 1933 Act of 1933 (the “1933 Act”) and that none of the Company Interests may be transferred, except pursuant to an effective registration statement or an applicable exception 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
Sources: Purchase and Sale Agreement (Summit Midstream Partners, LP)