Common use of Investment Intent; Investment Experience; Restricted Securities Clause in Contracts

Investment Intent; Investment Experience; Restricted Securities. In acquiring the Purchased Interests, Buyer is not offering or selling, and shall not offer or sell the Purchased Interests, in connection with any distribution of any of such Purchased Interests, and Buyer has no participation and shall not participate in any such undertaking or in any underwriting of such an undertaking except in compliance with applicable federal and state securities Laws. Buyer acknowledges that it can bear the economic risk of its investment in the Purchased Interests, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Purchased Interests. Buyer is an “accredited investor” as such term is defined in Regulation D under the Securities Act. Buyer understands that none of the Purchased Interests shall have been registered pursuant to the Securities Act or any applicable state securities Laws, that all of such Purchased Interests shall be characterized as “restricted securities” under federal securities Laws and that under such Laws and applicable regulations none of such Purchased Interests can be sold or otherwise disposed of without registration under the Securities Act or an exemption therefrom.

Appears in 2 contracts

Samples: Purchase Agreement (Pacific Energy Partners Lp), Purchase Agreement (Plains All American Pipeline Lp)

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Investment Intent; Investment Experience; Restricted Securities. In acquiring the Purchased InterestsCommon Units hereunder, Buyer such Seller is not offering or selling, and shall not offer or sell the Purchased InterestsCommon Units, in connection with any distribution of any of such Purchased InterestsCommon Units, and Buyer has no participation and such Seller shall not participate in any such undertaking or in any underwriting of such an undertaking undertaking, except in compliance with applicable federal and state securities Laws. Buyer Such Seller acknowledges that it Seller can bear the economic risk of its such Seller’s investment in the Purchased InterestsCommon Units, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Purchased InterestsCommon Units. Buyer Such Seller is an “accredited investor” as such term is defined in Regulation D under the Securities Act. Buyer Such Seller understands that none of the Purchased Interests Common Units received pursuant to this Agreement shall have been registered pursuant to the Securities Act or any applicable state securities Laws, that all of such Purchased Interests Common Units shall be characterized as “restricted securities” under federal securities Laws and that under such Laws and applicable regulations none of such Purchased Interests Common Units can be sold or otherwise disposed of without registration under the Securities Act or an exemption therefrom.

Appears in 2 contracts

Samples: Membership Interest Contribution Agreement (Markwest Energy Partners L P), Membership Interest Contribution Agreement (Markwest Energy Partners L P)

Investment Intent; Investment Experience; Restricted Securities. In acquiring the Purchased InterestsVanguard Common Units comprising the Equity Portion of the Purchase Price, Buyer if any, none of the Selling Parties is not offering or selling, and shall not offer or sell the Purchased Interestssuch Vanguard Common Units, in connection with any distribution of any of such Purchased InterestsVanguard Common Units, and Buyer each of the Selling Parties has no participation and shall not participate in any such undertaking or in any underwriting of such an undertaking except in compliance with applicable federal and state securities Laws. Buyer acknowledges The Selling Parties that it receive such Vanguard Common Units acknowledge that they can bear the economic risk of its their investment in the Purchased InterestsVanguard Common Units comprising the Equity Portion of the Purchase Price, if any, and has have such knowledge and experience in financial and business matters that it is they are capable of evaluating the merits and risks of an investment in the Purchased Interestssuch Vanguard Common Units. Buyer is an Such Selling Parties are “accredited investorinvestors” as such term is defined in Regulation D under the Securities Act. Buyer understands Such Selling Parties understand that none the Vanguard Common Units comprising the Equity Portion of the Purchased Interests shall Purchase Price, if any, will not have been registered pursuant to the Securities Act or any applicable state securities Laws, that all of such Purchased Interests Vanguard Common Units shall be characterized as “restricted securities” under federal securities Laws and that under such Laws and applicable regulations none of such Purchased Interests can Vanguard Common Units cannot be sold or otherwise disposed of without registration under the Securities Act or an exemption therefrom.

Appears in 2 contracts

Samples: Purchase Agreement (Denbury Resources Inc), Purchase Agreement (Vanguard Natural Resources, LLC)

Investment Intent; Investment Experience; Restricted Securities. In acquiring the Purchased InterestsCommon Units hereunder, Buyer such Seller is not offering or selling, and shall not offer or sell the Purchased InterestsCommon Units, in connection with any distribution of any of such Purchased InterestsCommon Units, and Buyer has no participation and such Seller shall not participate in any such undertaking or in any underwriting of such an undertaking undertaking, except in compliance with applicable federal and state securities Laws. Buyer Such Seller acknowledges that it can bear the economic risk of its investment in the Purchased InterestsCommon Units, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Purchased InterestsCommon Units. Buyer Such Seller is an "accredited investor" as such term is defined in Regulation D under the Securities Act. Buyer Such Seller understands that none of the Purchased Interests Common Units received pursuant to this Agreement shall have been registered pursuant to the Securities Act or any applicable state securities Laws, that all of such Purchased Interests Common Units shall be characterized as "restricted securities" under federal securities Laws and that under such Laws and applicable regulations none of such Purchased Interests Common Units can be sold or otherwise disposed of without registration under the Securities Act or an exemption therefrom.

Appears in 2 contracts

Samples: Contribution Agreement (Markwest Hydrocarbon Inc), Contribution Agreement (Markwest Energy Partners L P)

Investment Intent; Investment Experience; Restricted Securities. In acquiring the Purchased Class B Membership Interests, Buyer is not offering or selling, and shall not offer or sell the Purchased Class B Membership Interests, in connection with any distribution of any of such Purchased Class B Membership Interests, and Buyer has no participation and shall not participate in any such undertaking or in any underwriting of such an undertaking undertaking, except in compliance with applicable federal and state securities Laws. Buyer acknowledges that it can bear the economic risk of its investment in the Purchased Class B Membership Interests, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Purchased Class B Membership Interests. Buyer is an "accredited investor" as such term is defined in Regulation D under the Securities Act. Buyer understands that none of the Purchased Class B Membership Interests shall have been registered pursuant to the Securities Act or any applicable state securities Laws, that all of such Purchased Class B Membership Interests shall be characterized as "restricted securities" under federal securities Laws and that under such Laws and applicable regulations none of such Purchased Class B Membership Interests can be sold or otherwise disposed of without registration under the Securities Act or an exemption therefrom.

Appears in 2 contracts

Samples: Contribution Agreement (Markwest Energy Partners L P), Contribution Agreement (Markwest Hydrocarbon Inc)

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Investment Intent; Investment Experience; Restricted Securities. In acquiring the Purchased Class B Membership Interests, Buyer is not offering or selling, and shall not offer or sell the Purchased Class B Membership Interests, in connection with any distribution of any of such Purchased Class B Membership Interests, and Buyer has no participation and shall not participate in any such undertaking or in any underwriting of such an undertaking undertaking, except in compliance with applicable federal and state securities Laws. Buyer acknowledges that it can bear the economic risk of its investment in the Purchased Class B Membership Interests, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Purchased Class B Membership Interests. Buyer is an “accredited investor” as such term is defined in Regulation D under the Securities Act. Buyer understands that none of the Purchased Class B Membership Interests shall have been registered pursuant to the Securities Act or any applicable state securities Laws, that all of such Purchased Class B Membership Interests shall be characterized as “restricted securities” under federal securities Laws and that under such Laws and applicable regulations none of such Purchased Class B Membership Interests can be sold or otherwise disposed of without registration under the Securities Act or an exemption therefrom.

Appears in 2 contracts

Samples: Membership Interest Contribution Agreement (Markwest Energy Partners L P), Membership Interest Contribution Agreement (Markwest Energy Partners L P)

Investment Intent; Investment Experience; Restricted Securities. In acquiring the Purchased InterestsUnits, Buyer no Seller is not offering or selling, and shall not offer or sell the Purchased InterestsUnits, for the Buyer in connection with any distribution of any of such Purchased Intereststhe Units, and Buyer no Seller has no a participation and shall not participate or is participating in any such undertaking or in any underwriting of such an undertaking except in compliance with applicable federal and state securities Lawslaws. Buyer Each Seller acknowledges that it is able to fend for itself, can bear the economic risk of its investment in the Purchased InterestsUnits, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in all of the Purchased InterestsUnits. Buyer Each Seller is an “accredited investor” as such term is defined in Regulation D under the Securities Act. Buyer Each Seller understands that that, when issued to such Seller at the Closing, none of the Purchased Interests shall have been Units will be registered pursuant to the Securities Act or any applicable state securities Lawslaws, that all of such Purchased Interests shall be characterized as the Units will constitute “restricted securities” under federal securities Laws laws and that under such Laws laws and applicable regulations none of such Purchased Interests the Units can be sold or otherwise disposed of without registration under the Securities Act or an exemption therefrom.

Appears in 1 contract

Samples: Contribution and Sale Agreement (Genesis Energy Lp)

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