Investment Intent; Investment Experience; Restricted Securities. In acquiring the Acquired Interests, Acquirer is not offering or selling, and shall not offer or sell the Acquired Interests, in connection with any distribution of any of such Acquired Interests, and Acquirer 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. Acquirer acknowledges that it can bear the economic risk of its investment in the Acquired 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 Acquired Interests. Acquirer has conducted its own investigation of the Acquired Companies and the Acquired Assets and has satisfied itself with respect to such investigation such that Acquirer has determined to proceed with the transactions contemplated by this Agreement. Apart from the express representations and warranties of the MCE Parties in Article V and Article VI, Acquirer is not relying on any representation or warranty of any of the MCE Parties in making its decision to enter into this Agreement and to acquire the Acquired Companies. Acquirer is an “accredited investor” as such term is defined in Regulation D under the Securities Act. Acquirer understands that the Acquired Interests will not have been registered pursuant to the Securities Act or any applicable state securities Laws, that such Acquired Interests shall be characterized as “restricted securities” under federal securities Laws and that under such Laws and applicable regulations the Acquired Interests cannot be sold or otherwise disposed of without registration under the Securities Act or an exemption therefrom.
Appears in 2 contracts
Samples: Contribution Agreement, Contribution Agreement (New Source Energy Partners L.P.)
Investment Intent; Investment Experience; Restricted Securities. Such Buyer is acquiring the GLGTCO Shares or GLGTLP GP Interest, as the case may be, for its own account for investment and not with a view to, or for sale or other disposition in connection with, any distribution of all or any part thereof. In acquiring the Acquired InterestsPurchased Interests it is acquiring, Acquirer such Buyer is not offering or selling, and shall will not offer or sell the Acquired Interestssell, for Seller in connection with any distribution of any of such Acquired Purchased Interests, and Acquirer has no such Buyer does not have a participation and shall will not participate in any such undertaking or in any underwriting of such an undertaking except in compliance with applicable federal and state securities Lawslaws. Acquirer Such Buyer acknowledges that it is able to understand and appreciate the businesses conducted by the Acquired Companies, can bear the economic risk of its investment in the Acquired InterestsPurchased Interests it is acquiring, 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 Acquired such Purchased Interests. Acquirer has conducted its own investigation of the Acquired Companies and the Acquired Assets and has satisfied itself with respect to such investigation such that Acquirer has determined to proceed with the transactions contemplated by this Agreement. Apart from the express representations and warranties of the MCE Parties in Article V and Article VI, Acquirer is not relying on any representation or warranty of any of the MCE Parties in making its decision to enter into this Agreement and to acquire the Acquired Companies. Acquirer Such Buyer is an “accredited investor” as such term is defined in Regulation D under the Securities Act. Acquirer Such Buyer understands that the Acquired Purchased Interests it is acquiring will not have been registered pursuant to under the Securities Act or any applicable state securities Lawslaws, that such Acquired Purchased Interests shall will be characterized as “restricted securities” under federal securities Laws laws and that under such Laws laws and applicable regulations the Acquired such Purchased Interests cannot be sold or otherwise disposed of without registration under the Securities Act or an exemption therefrom.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (El Paso Corp/De), Purchase and Sale Agreement (Tc Pipelines Lp)