Common use of Management Limited Partners’ Additional Representations and Warranties Clause in Contracts

Management Limited Partners’ Additional Representations and Warranties. Each Management Limited Partner further represents and warrants to the Partnership and other Partners that, as of the date hereof: (a) the Management Limited Partner’s financial situation is such that such Management Limited Partner can afford to bear the economic risk of holding the Interests for an indefinite period of time, has adequate means for providing for the Management Limited Partner’s current needs and personal contingencies, and can afford to suffer a complete loss of the Management Limited Partner’s investment in the Interests; (b) the Management Limited Partner’s knowledge and experience in financial and business matters are such that the Management Limited Partner is capable of evaluating the merits and risks of the investment in the Interests; (c) the Management Limited Partner understands that the Interests are a speculative investment which involves a high degree of risk of loss of such Management Limited Partner’s investment therein, there are substantial restrictions on the transferability of the Interests and, on the date on which such Management Limited Partner acquires such Interests and for an indefinite period following such date, there will be no public market for the Interests and, accordingly, it may not be possible for the Management Limited Partner to liquidate the Management Limited Partner’s investment including in case of emergency, if at all; (d) the terms of the Investors Agreement provide that if the Employment of a Management Limited Partner ceases, such Management Limited Partner’s Interests may be forfeited or the Partnership and the Principal Investor Groups may have the right to repurchase the Interests at a price equal to the lower of Cost or Fair Market Value thereof; (e) the Management Limited Partner understands and has taken cognizance of all the risk factors related to the acquisition of the Interests and, other than as set forth in this Agreement, no representations or warranties have been made to the Management Limited Partner or the Management Limited Partner’s representatives concerning the Interests, the Partnership, the Partnership’s Affiliates or their respective prospects or other matters; (f) the Management Limited Partner has been given the opportunity to examine all documents and to ask questions of, and to receive answers from, the Partnership and its representatives concerning the Partnership and its subsidiaries, the Transactions, this Agreement, the Partnership’s organizational documents and the terms and conditions of the purchase of the Interests and to obtain any additional information which the Management Limited Partner deems necessary; (g) all information which the Management Limited Partner has provided to the Partnership and the Partnership’s representatives concerning the Management Limited Partner and the Management Limited Partner’s financial position is complete and correct as of the date of this Agreement; and (h) the Management Limited Partner has reviewed the default, forfeiture and mandatory repurchase provisions of this Agreement, the Investors Agreement and each Management Equity Award Agreement entered into by it and acknowledges that (i) such Management Limited Partner’s acceptance of such provisions is a precondition to admission as a Management Limited Partner and (ii) such provisions are reasonable.

Management Limited Partners’ Additional Representations and Warranties. Each Management Limited Partner further represents and warrants to the Partnership and other the Initial Limited Partners that, as of the date hereof: (a) the Management Limited Partner’s financial situation is such that such Management Limited Partner can afford to bear the economic risk of holding the Interests for an indefinite period of time, has adequate means for providing for the Management Limited Partner’s current needs and personal contingencies, and can afford to suffer a complete loss of the Management Limited Partner’s investment in the Interests; (b) the Management Limited Partner’s knowledge and experience in financial and business matters are such that the Management Limited Partner is capable of evaluating the merits and risks of the investment in the Interests; (c) the Management Limited Partner understands that the Interests are a speculative investment which involves a high degree of risk of loss of such Management Limited Partner’s investment therein, there are substantial restrictions on the transferability of the Interests and, on the date on which such Management Limited Partner acquires such Interests and for an indefinite period following such date, there will be no public market for the Interests and, accordingly, it may not be possible for the Management Limited Partner to liquidate the Management Limited Partner’s investment including in case of emergency, if at all; (d) the terms of the Investors this Agreement provide that if the Employment of a Management Limited Partner ceases, such Management Limited Partner’s Interests may be forfeited or ceases to provide Services to the Partnership and its Affiliates, the Principal Investor Groups may Partnership and its Affiliates have the right to repurchase the Interests at a price equal to which may be less than the lower of Cost or Fair Market Value thereof; (e) the Management Limited Partner understands and has taken cognizance of all the risk factors related to the acquisition purchase of the Interests and, other than as set forth in this Agreement, no representations or warranties have been made to the Management Limited Partner or the Management Limited Partner’s representatives concerning the Interests, the Partnership, the Partnership’s Affiliates or their respective prospects or other matters; (f) the Management Limited Partner has been given the opportunity to examine all documents and to ask questions of, and to receive answers from, the Partnership and its representatives concerning the Partnership and its subsidiaries, the Transactions, this Agreement, the Partnership’s organizational documents and the terms and conditions of the purchase of the Interests and to obtain any additional information which the Management Limited Partner deems necessary; (g) all information which the Management Limited Partner has provided to the Partnership and the Partnership’s representatives concerning the Management Limited Partner and the Management Limited Partner’s financial position is complete and correct as of the date of this Agreement; and (h) the Management Limited Partner has reviewed the default, forfeiture and mandatory repurchase provisions of this Agreement, the Investors Agreement and each Management Equity Award Agreement entered into by it and acknowledges that (i) such Management Limited Partner’s acceptance of such provisions is a precondition to admission as a Management Limited Partner and (ii) such provisions are reasonable.

Management Limited Partners’ Additional Representations and Warranties. Each Management Limited Partner further represents and warrants to the Partnership and other the Class A-1 Limited Partners that, as of the date hereof: (a) the Management Limited Partner’s financial situation is such that such Management Limited Partner can afford to bear the economic risk of holding the Interests for an indefinite period of time, has adequate means for providing for the Management Limited Partner’s current needs and personal contingencies, and can afford to suffer a complete loss of the Management Limited Partner’s investment in the Interests; (b) the Management Limited Partner’s knowledge and experience in financial and business matters are such that the Management Limited Partner is capable of evaluating the merits and risks of the investment in the Interests; (c) the Management Limited Partner understands that the Interests are a speculative investment which involves a high degree of risk of loss of such Management Limited Partner’s investment therein, there are substantial restrictions on the transferability of the Interests and, on the date on which such Management Limited Partner acquires or is granted such Interests and for an indefinite period following such date, there will be no public market for the Interests and, accordingly, it may not be possible for the Management Limited Partner to liquidate the Management Limited Partner’s investment including in case of emergency, if at all; (d) the terms of the Investors Agreement provide that if the Employment of a Management Limited Partner ceasesunder certain circumstances, such Management Limited Partner’s Interests may be forfeited or the Partnership and the Principal Investor Groups its Affiliates may have the right to repurchase the Interests at a price equal to which may be less than the lower of Cost or Fair Market Value thereofthereof and, in certain cases, Class B Profits Interests may be forfeited or fail to vest; (e) the Management Limited Partner understands and has taken cognizance of all the risk factors risks related to the acquisition purchase or grant of the Interests and, other than as set forth in this Agreement, no representations or warranties have been made to the Management Limited Partner or the Management Limited Partner’s representatives concerning the Interests, the Partnership, the Partnership’s Affiliates or their respective prospects or other matters; (f) the Management Limited Partner has been given the opportunity to examine all documents and to ask questions of, and to receive answers from, the Partnership and its representatives concerning the Partnership and its subsidiaries, the Transactionstransactions contemplated hereby, this Agreement, the Partnership’s organizational documents and the terms and conditions of the purchase or grant of the Interests and to obtain any additional information which the Management Limited Partner deems necessary; (g) all information which the Management Limited Partner has provided to the Partnership and the Partnership’s representatives concerning the Management Limited Partner and the Management Limited Partner’s financial position is complete and correct as of the date of this Agreement; and; (h) the Management Limited Partner has reviewed the default, forfeiture and mandatory repurchase provisions of this Agreement, the Investors Agreement and each Management Equity Plan, the Profits Interest Plan, any Management Unit Subscription Agreement (if applicable) and any Class B Profits Interest Unit Award Agreement entered into by it and acknowledges that (i) such Management Limited Partner’s acceptance of such provisions is a precondition to admission as a Management Limited Partner and (ii) such provisions are reasonable; and (i) as of the date that the Management Limited Partner is admitted as a Limited Partner of the Company, the Management Limited Partner is an employee of the Partnership or any of its Subsidiaries.

Management Limited Partners’ Additional Representations and Warranties. Each Management Limited Partner further represents and warrants to the Partnership and other the Initial Limited Partners that, as of the date hereof: (a) the Management Limited Partner’s financial situation is such that such Management Limited Partner can afford to bear the economic risk of holding the Interests for an indefinite period of time, has adequate means for providing for the Management Limited Partner’s current needs and personal contingencies, and can afford to suffer a complete loss of the Management Limited Partner’s investment in the Interests; (b) the Management Limited Partner’s knowledge and experience in financial and business matters are such that the Management Limited Partner is capable of evaluating the merits and risks of the investment in the Interests; (c) the Management Limited Partner understands that the Interests are a speculative investment which involves a high degree of risk of loss of such Management Limited Partner’s investment therein, there are substantial restrictions on the transferability of the Interests and, on the date on which such Management Limited Partner acquires such Interests and for an indefinite period following such date, there will be no public market for the Interests and, accordingly, it may not be possible for the Management Limited Partner to liquidate the Management Limited Partner’s investment including in case of emergency, if at all; (d) the terms of the Investors this Agreement provide that if the Employment of a Management Limited Partner ceases, such Management Limited Partner’s Interests may be forfeited or ceases to provide Services to the Partnership and its Affiliates, the Principal Investor Groups may Partnership and its Affiliates have the right to repurchase the Interests at a price equal to which may be less than the lower of Cost or Fair Market Value thereof; (e) the Management Limited Partner understands and has taken cognizance of all the risk factors related to the acquisition of the Interests and, other than as set forth in this Agreement, no representations or warranties have been made to the Management Limited Partner or the Management Limited Partner’s representatives concerning the Interests, the Partnership, the Partnership’s Affiliates or their respective prospects or other matters; (f) the Management Limited Partner has been given the opportunity to examine all documents and to ask questions of, and to receive answers from, the Partnership and its representatives concerning the Partnership and its subsidiaries, the Transactions, this Agreement, the Partnership’s organizational documents and the terms and conditions of the purchase of the Interests and to obtain any additional information which the Management Limited Partner deems necessary; (g) all information which the Management Limited Partner has provided to the Partnership and the Partnership’s representatives concerning the Management Limited Partner and the Management Limited Partner’s financial position is complete and correct as of the date of this Agreement; and (h) the Management Limited Partner has reviewed the default, forfeiture and mandatory repurchase provisions of this Agreement, the Investors Agreement and each Management Equity Award Agreement entered into by it and acknowledges that (i) such Management Limited Partner’s acceptance of such provisions is a precondition to admission as a Management Limited Partner and (ii) such provisions are reasonable.