Investment Intent; Investment Experience; Restricted Securities. In acquiring the Common Units hereunder, such Seller is not offering or selling, and shall not offer or sell the Common Units, in connection with any distribution of any of such Common Units, and such Seller 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. Such Seller acknowledges that Seller can bear the economic risk of such Seller’s investment in the Common 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 Common Units. Such Seller is an “accredited investor” as such term is defined in Regulation D under the Securities Act. Such Seller understands that none of the 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 Common Units shall be characterized as “restricted securities” under federal securities Laws and that under such Laws and applicable regulations none of such Common Units can be sold or otherwise disposed of without registration under the Securities Act or an exemption therefrom.
Appears in 2 contracts
Samples: Class B Membership Interest Contribution Agreement (Markwest Energy Partners L P), Class B Membership Interest Contribution Agreement (Markwest Energy Partners L P)
Investment Intent; Investment Experience; Restricted Securities. In acquiring the Common Units hereunder, such Seller is not offering or selling, and shall not offer or sell the Common Units, in connection with any distribution of any of such Common Units, and such Seller 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. Such Seller acknowledges that Seller it can bear the economic risk of such Seller’s its investment in the Common 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 Common Units. Such Seller is an “"accredited investor” " as such term is defined in Regulation D under the Securities Act. Such Seller understands that none of the 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 Common Units shall be characterized as “"restricted securities” " under federal securities Laws and that under such Laws and applicable regulations none of such Common Units can be sold or otherwise disposed of without registration under the Securities Act or an exemption therefrom.
Appears in 2 contracts
Samples: Class B Membership Interest Contribution Agreement (Markwest Hydrocarbon Inc), Class B Membership Interest Contribution Agreement (Markwest Energy Partners L P)
Investment Intent; Investment Experience; Restricted Securities. In acquiring the Common Units hereunderUnits, such no Seller is not offering or selling, and shall not offer or sell the Common Units, for the Buyer in connection with any distribution of any of such Common the Units, and such no Seller shall not participate has a participation or is participating in any such undertaking or in any underwriting of such an undertaking, undertaking except in compliance with applicable federal and state securities Lawslaws. Such Each Seller acknowledges that Seller it is able to fend for itself, can bear the economic risk of such Seller’s its investment in the Common 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 all of the Common Units. Such Each Seller is an “accredited investor” as such term is defined in Regulation D under the Securities Act. Such Each Seller understands that that, when issued to such Seller at the Closing, none of the Common Units received pursuant to this Agreement shall have been will be registered pursuant to the Securities Act or any applicable state securities Lawslaws, that all of such Common the Units shall be characterized as will constitute “restricted securities” under federal securities Laws laws and that under such Laws laws and applicable regulations none of such Common 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)