Common use of Buyer’s Representations and Acknowledgements Clause in Contracts

Buyer’s Representations and Acknowledgements. Buyer represents and warrants to Seller that: (a) Buyer has all requisite power and authority to execute and deliver this Agreement and to perform the transactions contemplated hereby and this Agreement is a valid and binding obligation of Buyer, enforceable against the Buyer in accordance with its terms; and (b) The Units are being acquired solely for the account of Buyer and not with a view to, or for resale in connection with, a distribution of all or any part thereof. Buyer acknowledges and understands that the Units have not been registered under the Securities Act of 1933, as amended (the “1933 Act”), and therefore are subject to resale restrictions. Buyer agrees to the placement of a legend on any Unit certificate or on the records of the transfer agent to the effect that the Units may not be sold without registration under the 1933 Act or pursuant to an exemption from registration.

Appears in 6 contracts

Samples: Unit Purchase Agreement (Seadrill Partners LLC), Unit Purchase Agreement (Seadrill Partners LLC), Unit Purchase Agreement (Seadrill Partners LLC)

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Buyer’s Representations and Acknowledgements. Buyer represents and warrants to Seller that: (a) Buyer has all requisite power and authority to execute and deliver this Agreement and to perform the transactions contemplated hereby and this Agreement is a valid and binding obligation of Buyer, enforceable against the Buyer in accordance with its terms; and (b) The Subject Units are being acquired solely for the account of Buyer and not with a view to, or for resale in connection with, a distribution of all or any part thereof. Buyer acknowledges and understands that the Subject Units have not been registered under the Securities Act of 1933, as amended (the “1933 Act”), and therefore are subject to resale restrictions. Buyer agrees to the placement of a legend on any certificate representing the Subject Unit certificate or on the records of the transfer agent to the effect that the Subject Units may not be sold without registration under the 1933 Act or pursuant to an exemption from registration.

Appears in 1 contract

Samples: Common Unit Purchase Agreement (Icahn Carl C)

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