Investment Representation and Warranty. The Subscriber is acquiring the Subscriber’s Units for the Subscriber’s own account or for one or more separate accounts maintained by the Subscriber or for the account of one or more pension or trust funds of which the Subscriber is trustee as to which the Subscriber is the sole qualified professional asset manager within the meaning of Prohibited Transaction Exemption 84-14 (a “QPAM”) for the assets being committed hereunder, in each case not with a view to or for sale in connection with any distribution of all or any part of such Units. The Subscriber hereby agrees that the Subscriber will not, directly or indirectly, assign, transfer, offer, sell, pledge, hypothecate or otherwise dispose of all or any part of such Units (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of all or any part of the Units) except in accordance with the registration provisions of the Securities Act or an exemption from such registration provisions, with any applicable state or other securities laws, and with the terms of the Partnership Agreement. If the Subscriber is purchasing for the account of one or more pension or trust funds, the Subscriber represents that (except to the extent the Subscriber has otherwise advised the Company in writing prior to the date hereof) the Subscriber is acting as sole trustee or sole QPAM for the assets being committed hereunder and has sole investment discretion with respect to the acquisition of the Units to be purchased by the Subscriber pursuant to this Subscription Agreement, and the determination and decision on the Subscriber’s behalf to purchase such Units for such pension or trust funds is being made by the same individual or group of individuals who customarily pass on such investments, so that the Subscriber’s decision as to purchases for all such funds is the result of such study and conclusion. The Subscriber has not offered or sold any portion of the Units and has no present intention of dividing such Units with others or of reselling or otherwise disposing of any portion of such Units either currently or after the passage of a fixed or determinable period of time or upon the occurrence or nonoccurrence of any predetermined event or circumstance.
Investment Representation and Warranty. The Investor is acquiring the Shares for the Investor’s own account. The Investor hereby agrees that the Investor will not, directly or indirectly, assign, transfer, offer, sell, pledge, hypothecate or otherwise dispose of all or any part of such Shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of all or any part of the Shares) except in accordance with the registration provisions of the Securities Act or an exemption from such registration provisions, and any applicable state or other securities laws.
Investment Representation and Warranty. Purchaser understands that the Securities have not been, and the Securities and the Warrant Shares will not upon issuance be, registered under the Securities Act, and that the Warrant and the certificates evidencing the Shares and the Warrant Shares shall bear a legend to that effect.
Investment Representation and Warranty. You are acquiring your Shares for your own account. You hereby agree that you will not, directly or indirectly, assign, transfer, offer, sell, pledge, hypothecate or otherwise dispose of all or any part of such Shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of all or any part of the Shares) except in accordance with the registration provisions of the Securities Act or an exemption from such registration provisions, and any applicable state or other securities laws.
Investment Representation and Warranty. The Shares being acquired by Buyer hereunder are being acquired for investment only for Buyer' own account and not with a view to, or for sale in connection with, any distribution thereof. IV.
Investment Representation and Warranty. The Member is acquiring the Interest for its/his own account as principal, not with a view to or for sale in connection with any distribution of all or any part of the Interest. The Member hereby agrees that the Member will not, directly or indirectly, assign, transfer, offer, sell, pledge, hypothecate or otherwise dispose of all or any part of the Interest (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of all or any part of the Interest) except in accordance with the registration provisions of the Securities Act or an exemption from such registration provisions, any applicable state or other securities laws, and the terms of this Agreement.
Investment Representation and Warranty. You are acquiring your shares of the Company for your own account for investment, and not with a view to distribute the shares in violation of the Securities Act or applicable state laws. You hereby agree that you will not, directly or indirectly, assign, transfer, offer, sell, pledge, hypothecate or otherwise dispose of all or any part of or interest in such shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of all or any part of or interest in the shares) except in compliance with the registration provisions of the Securities Act or an exemption from such registration provisions, with any applicable state or other securities laws.
Investment Representation and Warranty. The Managing General Partner hereby represents and warrants to the Partnership that the Managing General Partner (a) is experienced in the evaluation of businesses similar to the Partnership, (b) is able to fend for itself in the transactions contemplated by this Agreement, (c) has such knowledge, skill and experience in financial, investment and business matters as to be capable of evaluating the merits and risks of exercising the Options, (b) has the ability to bear the economic risks of exercising the Options, and (e) has reviewed all financial and other information that it considers necessary to evaluate an investment in the Units.
Investment Representation and Warranty. You are acquiring your Units for your own account or for one or more separate accounts maintained by you or for the account of one or more pension or trust funds of which you are trustee as to which you are the sole qualified professional asset manager within the meaning of Prohibited Transaction Exemption 84-14 (a “QPAM”) for the assets being committed hereunder, in each case not with a view to or for sale in connection with any distribution of all or any part of such Unit. If you are purchasing for the account of one or more pension or trust funds, you represent that (except to the extent you have otherwise advised the Fund in writing prior to the date hereof) you are acting as sole trustee or sole QPAM for the assets being committed hereunder and have sole investment discretion with respect to the acquisition of the Units to be purchased by you pursuant to this Agreement, and the determination and decision on your behalf to purchase such Units for such pension or trust funds is being made by the same individual or group of individuals who customarily pass on such investments.
Investment Representation and Warranty. You are acquiring your Notes for your own account for investment, and not with a view to distribute the Notes in violation of the Securities Act or applicable state laws. You hereby agree that you will not, directly or indirectly, assign, transfer, offer, sell, pledge, hypothecate or otherwise dispose of all or any part of or interest in such Notes (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of all or any part of or interest in the Notes) except in compliance with the registration provisions of the Securities Act or an exemption from such registration provisions, with any applicable state or other securities laws, and with the terms of the Note Purchase Agreement.
