Common use of Investment Intent; Accredited Investor Clause in Contracts

Investment Intent; Accredited Investor. (a) Seller is acquiring the Consideration Units for investment for its own account and not with a view to, or for sale in connection with, any distribution of the Consideration Units. Seller is aware that, when issued at Closing, the Consideration Units (i) will not be registered under the Securities Act or under any state or foreign securities Laws and (ii) will constitute “restricted securities” under federal securities laws and that under such laws and applicable regulations, none of such Consideration Units can be sold or otherwise disposed of without registration under the Securities Act or an exemption therefrom. (b) Seller is (i) a sophisticated investor with sufficient knowledge and experience in financial, business and investment matters so as to be capable of evaluating the merits and risks of its investment in the Consideration Units, (ii) has been provided with or has had the opportunity to obtain information as desired to evaluate the merits and risks of its investment in the Consideration Units, (iii) is able to bear the economic risks of its investment in the Consideration Units, (iv) has sufficient net worth to sustain a loss of its entire investment in Buyer without economic hardship if such loss should occur and (v) is an “accredited investor” (as such term is used in Rule 501 under the Securities Act, as amended by the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act).