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

Investment Intent; Investment Experience; Restricted Securities. In acquiring the Membership Interests, GP Buyer is not offering or selling, and shall not offer or sell, the Membership Interests, in connection with any distribution of any of such Membership Interests, and GP Buyer has no participation, and shall not participate, in any such undertaking or in any underwriting of such an undertaking, in all cases except in compliance with applicable federal and state securities Laws. GP Buyer acknowledges that it can bear the economic risk of its investment in the 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 Membership Interests. GP Buyer is an “accredited investor” as such term is defined in Regulation D under the Securities Act. GP Buyer understands that the Membership Interests will not have been registered pursuant to the Securities Act or any applicable state securities Laws, that the Membership Interests shall be characterized as “restricted securities” under federal securities Laws and that under such Laws and applicable regulations the Membership Interests cannot be sold or otherwise disposed of without registration under the Securities Act or an exemption therefrom.

Investment Intent; Investment Experience; Restricted Securities. In acquiring the Membership InterestsSecurities, GP Buyer is not offering or selling, and shall will not offer or sellsell the Securities, for the Membership Interests, Selling Parties in connection with any distribution of any of such Membership InterestsSecurities, and GP Buyer has no participation, does not have a participation and shall will not participate, participate in any such undertaking or in any underwriting of such an undertaking, in all cases undertaking except in compliance with applicable federal and state securities Lawslaws. GP Buyer acknowledges that it is able to fend for itself, can bear the economic risk of its investment in the Membership InterestsSecurities, 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 Membership Interestsall of such Securities. GP Buyer is an “accredited investor” as such term is defined in Regulation D under the Securities Act. GP Buyer understands that none of the Membership Interests Securities will not have been registered pursuant to the Securities Act or any applicable state securities Lawslaws, that the Membership Interests shall all of such Securities will be characterized as “restricted securities” under federal securities Laws laws and that under such Laws laws and applicable regulations the Membership Interests cannot none of such Securities can be sold or otherwise disposed of without registration under the Securities Act or an exemption therefrom.