Common use of Matters Relating to Acquisition of the Acquired Interests Clause in Contracts

Matters Relating to Acquisition of the Acquired Interests. (a) Regency has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Acquired Interests and is capable of bearing the economic risk of such investment. Regency is an “accredited investor” as that term is defined in Rule 501 of Regulation D (without regard to Rule 501(a)(4)) promulgated under the Securities Act. The Regency Parties are acquiring the Acquired Interests for investment for their own account and not with a view toward or for sale in connection with any distribution thereof, or with any present intention of distributing or selling the Acquired Interests. Neither of the Regency Parties has any Contract or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to the Acquired Interests. The Regency Parties acknowledge and understand that (i) the acquisition of the Acquired Interests has not been registered under the Securities Act in reliance on an exemption therefrom and (ii) the Acquired Interests will, upon such acquisition, be characterized as “restricted securities” under state and federal securities laws. The Regency Parties agree that the Acquired Interests may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of except (A) in accordance with the requirements of the ETC III LLC Agreement, ETC II LLC Agreement and Company LLC Agreement, (B) pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in compliance with other applicable state and federal securities laws or (C) to the extent pledged or hypothecated pursuant to the terms of the Regency Credit Facility. (b) The Regency Parties have undertaken such investigation as they have deemed necessary to enable them to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement and the acquisition of the Acquired Interests. The Regency Parties have had an opportunity to ask questions and receive answers from ETE regarding the terms and conditions of the offering of the Acquired Interests and the business, properties, prospects, and financial condition of the Company (to the extent ETE possessed such information). The foregoing, however, does not modify the representations and warranties of ETE in Article III and such representations and warranties constitute the sole and exclusive representations and warranties of ETE to the Regency Parties in connection with the transactions contemplated by this Agreement.

Matters Relating to Acquisition of the Acquired Interests. (a) Regency has The Acquirer Parties have such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its their investment in the Acquired Interests and is are capable of bearing the economic risk of such investment. Regency is an The Acquirer Parties are “accredited investorinvestors” as that term is defined in Rule 501 of Regulation D (without regard to Rule 501(a)(4)) promulgated under the Securities Act. The Regency Acquirer Parties are acquiring the Acquired Interests for investment for their own account and not with a view toward or for sale in connection with any distribution thereof, or with any present intention of distributing or selling the Acquired Interests. Neither of the Regency The Acquirer Parties has do not have any Contract or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to the Acquired Interests. The Regency Acquirer Parties acknowledge and understand that (i) the acquisition of the Acquired Interests has not been registered under the Securities Act in reliance on an exemption therefrom and (ii) that the Acquired Interests will, upon such acquisitionits sale by Acquirer, be characterized as “restricted securities” under state and federal securities laws. The Regency Acquirer Parties agree that the Acquired Interests may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of except (A) in accordance with the requirements of the ETC III LLC Agreement, ETC II LLC Agreement and Company LLC Agreement, (B) pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in compliance with other applicable state and federal securities laws or (C) to the extent pledged or hypothecated pursuant to the terms of the Regency Credit Facilitylaws. (b) The Regency Acquirer Parties have undertaken such investigation as they have deemed necessary to enable them to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement and the acquisition of the Acquired Interests. The Regency Acquirer Parties have had an opportunity to ask questions and receive answers from ETE the Contributor Parties regarding the terms and conditions of the offering of the Acquired Interests and the business, properties, prospects, and financial condition of the Company (to the extent ETE possessed such information)Midstream Group Entities. The foregoingforegoing investigation and inquiry by the Acquirer Parties, however, does not modify the representations and warranties of ETE the Contributor Parties in Article III and such each of the Acquirer Parties acknowledges that the representations and warranties in this Agreement, the Contributor Disclosure Letter or in the certificate referenced in Section 6.2(d) constitute the sole and exclusive representations and warranties of ETE the Contributor Parties to the Regency Acquirer Parties in connection with the transactions contemplated by this Agreement. Except for the representations and warranties contained in this Article IV, in the Acquirer Disclosure Letter or in the certificate referenced in Section 6.3(c), neither the Acquirer Parties nor any other Person makes any other express or implied representation or warranty, and the Contributor Parties hereby disclaim reliance on any other representation or warranty, on behalf of or relating to the Acquirer Parties or any of their Affiliates, or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects.

Matters Relating to Acquisition of the Acquired Interests. (a) Regency Acquirer has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Acquired Interests and is capable of bearing the economic risk of such investment. Regency Acquirer is an “accredited investor” as that term is defined in Rule 501 of Regulation D (without regard to Rule 501(a)(4)) promulgated under the Securities Act. The Regency Parties are Acquirer is acquiring the Acquired Interests for investment for their its own account and not with a view toward or for sale in connection with any distribution thereof, or with any present intention of distributing or selling the Acquired InterestsInterests in violation of applicable state and federal securities Laws. Neither of the Regency Parties has Except for Acquirer’s Organizational Documents, Acquirer does not have any Contract or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to the Acquired Interests. The Regency Parties acknowledge Acquirer acknowledges and understand understands that (i) the acquisition of the Acquired Interests has not been registered under the Securities Act in reliance on an exemption therefrom and (ii) that the Acquired Interests will, upon such acquisitiontheir sale by Contributor, be characterized as “restricted securities” under state and federal securities lawsLaws. The Regency Parties agree Acquirer agrees that the Acquired Interests may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of except (A) in accordance with the requirements of the ETC III LLC Agreement, ETC II LLC Agreement and Company LLC Agreement, (B) pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in compliance with other applicable state and federal securities laws or (C) to the extent pledged or hypothecated pursuant to the terms of the Regency Credit FacilityLaws. (b) The Regency Parties have Acquirer has undertaken such investigation as they have it has deemed necessary to enable them it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement and the acquisition of the Acquired Interests. The Regency Parties have Acquirer has had an opportunity to ask questions and receive answers from ETE Contributor regarding the terms and conditions of the offering of the Acquired Interests and the business, properties, prospects, and financial condition of the Company (to the extent ETE possessed such information)Propane Group Entities. The foregoingforegoing investigation and inquiry by Acquirer, however, does not modify the representations and warranties of ETE the Contributor Parties in Article III and such representations and warranties constitute the sole and exclusive representations and warranties of ETE the Contributor Parties to the Regency Parties Acquirer in connection with the transactions contemplated by this Agreement.

Matters Relating to Acquisition of the Acquired Interests. (a) Regency Such Buyer has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Acquired Interests and is capable of bearing the economic risk of such investment. Regency Such Buyer is an “accredited investor” as that term is defined in Rule 501 of Regulation D (without regard to Rule 501(a)(4)) promulgated under the Securities Act. The Regency Parties are Such Buyer is acquiring the Acquired Interests for investment for their its own account and not with a view toward or for sale in connection with any distribution thereof, or with any present intention of distributing or selling the Acquired Interests. Neither of the Regency Parties has Such Buyer does not have any Contract or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to the Acquired Interests. The Regency Parties acknowledge Such Buyer acknowledges and understand understands that (i) the acquisition of the Acquired Interests has not been registered under the Securities Act in reliance on an exemption therefrom and (ii) that the Acquired Interests will, upon its sale by such acquisitionBuyer, be characterized as “restricted securities” under United States state and federal securities laws. The Regency Parties agree that Such Buyer agrees that, to the extent applicable, the Acquired Interests may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of except (A) in accordance with the requirements of the ETC III LLC Agreement, ETC II LLC Agreement and Company LLC Agreement, (B) pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in compliance with other applicable United States state and federal securities laws or (C) to the extent pledged or hypothecated pursuant to the terms of the Regency Credit Facilitylaws. (b) The Regency Parties have undertaken such investigation as they have deemed necessary to enable them to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement and the acquisition of the Acquired Interests. The Regency Parties have had an opportunity to ask questions and receive answers from ETE regarding the terms and conditions of the offering of the Acquired Interests and the business, properties, prospects, and financial condition of the Company (to the extent ETE possessed such information). The foregoing, however, does not modify the representations and warranties of ETE in Article III and such representations and warranties constitute the sole and exclusive representations and warranties of ETE to the Regency Parties in connection with the transactions contemplated by this Agreement.

Matters Relating to Acquisition of the Acquired Interests. (a) Regency has Buyer is acquiring the Target Company Interests (and through such knowledge acquisition, the Target Companies and experience the assets) for its own account as an investment without the present intent to sell, transfer or otherwise distribute the same to any other Person in financial and business matters so as to be capable violation of evaluating the merits and risks of its investment in the Acquired Interests and is capable of bearing the economic risk of such investmentapplicable securities Laws. Regency Buyer (i) is an “accredited investor,” as that such term is defined in Rule 501 of Regulation D (without regard to Rule 501(a)(4)) promulgated under of the Securities Act. The Regency Parties are acquiring ; (ii) will acquire the Acquired Target Company Interests for investment for their its own account and not with a view toward to a sale or for sale in connection with any distribution thereof, or with any present intention of distributing or selling the Acquired Interests. Neither of the Regency Parties has any Contract or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to the Acquired Interests. The Regency Parties acknowledge and understand that (i) the acquisition Target Company Interests in violation of the Acquired Securities Act, and the rules and regulations under the Securities Act, any state blue sky Laws or any other securities Laws; (iii) understands that the Target Company Interests has have not been registered under the Securities Act in reliance or under any state securities or blue sky Laws, and, as a result, are subject to substantial restrictions on an exemption therefrom transfer; and (iiiv) the Acquired Interests will, upon such acquisition, be characterized as “restricted securities” under state and federal securities laws. The Regency Parties agree acknowledges that the Acquired Target Company Interests may not must be soldheld indefinitely unless subsequently registered under the Securities Act and any applicable state securities or blue sky Laws, transferred, offered for sale, pledged, hypothecated or sold or otherwise disposed of except (A) in accordance with the requirements of the ETC III LLC Agreement, ETC II LLC Agreement and Company LLC Agreement, (B) transferred pursuant to an effective exemptions from registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in compliance with other applicable state and federal securities laws or (C) to the extent pledged or hypothecated pursuant to the terms of the Regency Credit Facilitysuch Laws. (b) The Regency Parties Buyer is sophisticated in the evaluation, purchase, ownership and operation of assets similar to the Target Company assets. Buyer and its Affiliates have undertaken such investigation had access to documents, other information and materials as they have deemed necessary to enable them it considers appropriate to make an informed its evaluations. Buyer and intelligent decision with respect to the executionits Affiliates have made, delivery independently and performance of this Agreement and the acquisition of the Acquired Interests. The Regency Parties have had an opportunity to ask questions and receive answers from ETE regarding the terms and conditions of the offering of the Acquired Interests and the business, properties, prospects, and financial condition of the Company without reliance on Seller (except to the extent ETE possessed such information). The foregoing, however, does not modify that Buyer has relied on the representations and warranties of ETE Seller expressly set forth in ARTICLE III and ARTICLE IV of this Agreement, in the Seller’s Closing Certificate or in any other Transaction Document), their own independent investigation, verification, analysis and evaluation of the Target Company Interests, the Target Companies and the assets of the Target Companies, and in making its decision to execute this Agreement and to purchase the Target Company Interests, Xxxxx has relied upon (i) the results of such independent investigation, verification, analysis and evaluation, (ii) the representations and warranties of Seller expressly set forth in ARTICLE III and ARTICLE IV of this Agreement, in the Seller’s Closing Certificate or in any other Transaction Document and (iii) the advice of its own legal, tax, economic, environmental and other advisors and not on any comments, statements, projections or other materials made or given by Seller or its Affiliates (including the Target Companies) with respect to the foregoing (other than the representations and warranties of Seller expressly set forth in ARTICLE III and ARTICLE IV of this Agreement, in the Seller’s Closing Certificate or in any other Transaction Document). Without limiting the generality of the foregoing, Buyer acknowledges that neither Seller nor its Affiliates (including the Target Companies) makes any representations or warranties with respect to (A) any projection, estimate or budget delivered or made available to Buyer or its Affiliates or Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Target Companies or the future business or operations of the Target Companies or (B) any other information or documents made available to Buyer, its Affiliates or Representatives with respect to the Target Companies and the Target Company Interests (including the business, assets, liabilities or operations of the Target Companies), except, in the case of each of (A) and (B), as expressly set forth in Article III and such representations Article IV of this Agreement or in any other Transaction Document. Xxxxx further acknowledges that it has not relied on any representation by Seller other than those expressly set forth in ARTICLE III and warranties constitute the sole and exclusive representations and warranties ARTICLE IV of ETE to the Regency Parties in connection with the transactions contemplated by this Agreement, in the Seller’s Closing Certificate or in any other Transaction Document.

Matters Relating to Acquisition of the Acquired Interests. (a) Regency Buyer has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Acquired Interests and is capable of bearing the economic risk of such investment. Regency Buyer is an “accredited investor” as that term is defined in Rule 501 of Regulation D (without regard to Rule 501(a)(4)) promulgated under the Securities Act. The Regency Parties are Buyer is acquiring the Acquired Interests for investment for their its own account and not with a view toward or for sale in connection with any distribution thereof, or with any present intention of distributing or selling the Acquired Interests. Neither of the Regency Parties has Buyer does not have any Contract or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to the Acquired InterestsInterests in violation of the Securities Act. The Regency Parties acknowledge Buyer acknowledges and understand understands that (i) the acquisition of the Acquired Interests has not been registered under the Securities Act in reliance on an exemption therefrom and (ii) that the Acquired Interests will, upon such acquisitionthe consummation of the transactions contemplated herein, be characterized as “restricted securities” under state and federal securities laws. The Regency Parties agree Xxxxx agrees that the Acquired Interests may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of except (A) in accordance with the requirements of the ETC III LLC Agreement, ETC II LLC Agreement and Company LLC Agreement, (B) pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in compliance with other applicable state and federal securities laws or (C) to the extent pledged or hypothecated pursuant to the terms of the Regency Credit Facility.or (b) The Regency Parties have Buyer has undertaken such investigation as they have it has deemed necessary to enable them it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement and the acquisition of the Acquired Interests. The Regency Parties have Xxxxx has had an opportunity to ask questions and receive answers from ETE Seller regarding the terms and conditions of the offering of the Acquired Interests and the businessBusiness, propertiesAssets, prospects, and financial condition of the Acquired Company (to the extent ETE Seller possessed such information). The foregoing. (c) Xxxxx agrees that at the Closing, howeverit shall accept the Acquired Company based upon Xxxxx’s own inspection, does not modify the examination and determination with respect thereto as to all matters, and without reliance upon any express or implied representations and or warranties of ETE any nature, whether in Article III and such representations and warranties constitute writing, orally or otherwise, made by or on behalf of or imputed to Seller or the sole and exclusive representations and warranties of ETE to the Regency Parties Acquired Company, except as expressly set forth in connection with the transactions contemplated by this Agreement. 6.8.

Matters Relating to Acquisition of the Acquired Interests. (a) Regency has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in Buyer is acquiring the Acquired Interests (and is capable through such acquisition, the Company and the Assets) for its own account as an investment without the present intent to sell, transfer or otherwise distribute the same to any other Person in violation of bearing the economic risk of such investmentapplicable securities Laws. Regency Buyer (a) is an “accredited investor,” as that such term is defined in Rule 501 of Regulation D (without regard to Rule 501(a)(4)) promulgated under of the Securities Act. The Regency Parties are acquiring ; (b) will acquire the Acquired Interests for investment for their its own account and not with a view toward to a sale or for sale in connection with any distribution thereof, or with any present intention of distributing or selling the Acquired Interests. Neither of the Regency Parties has any Contract or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to the Acquired Interests. The Regency Parties acknowledge and understand that (i) the acquisition of the Acquired Interests has in violation of the Securities Act, and the rules and regulations under the Securities Act, any state blue sky Laws or any other securities Laws; (c) understands that the Acquired Interests have not been registered under the Securities Act or under any state securities or blue sky Laws, and, as a result, are subject to substantial restrictions on transfer; and (d) acknowledges that the Acquired Interests must be held indefinitely unless subsequently registered under the Securities Act and any applicable state securities or blue sky Laws, or sold or otherwise transferred pursuant to exemptions from registration under the Securities Act or such Laws. (b) Buyer acknowledges on behalf of itself and the Buyer Released Parties that none of the Sellers or any of their respective Affiliates (including the Company) or Representatives is making any representation or warranty regarding the Company of any kind or nature whatsoever, oral or written, express or implied (including any representation or warranty relating to financial condition, results of operations, assets or liabilities of the Company), at law or in equity, with respect to it or any of its assets, liabilities or operations, except as expressly set forth in Article III and Article IV of this Agreement. Buyer is sophisticated in the evaluation, purchase, ownership and operation of assets similar to the Assets. Buyer acknowledges and agrees that Bxxxx and its Affiliates have had reasonable and sufficient access to documents, other information and materials as it considers appropriate to make its evaluations. Buyer acknowledges and agrees that Buyer and its Affiliates have made, independently and without reliance on an exemption therefrom either Seller (except to the extent that Buyer has relied on the representations and warranties of Sellers expressly set forth in Article III and Article IV of this Agreement), their own independent investigation, verification, analysis, and evaluation of the Acquired Interests, the Company and the Assets (including the current condition of, title to and affairs of the foregoing), and in making its decision to execute this Agreement and to purchase the Acquired Interests, Buyer to its sole satisfaction has relied upon (i) the results of such independent investigation, verification, analysis and evaluation and (ii) the Acquired Interests willadvice of its own legal, upon tax, economic, environmental and other advisors and not on any comments, statements, projections or other materials made or given by either Seller or any of such acquisition, be characterized as “restricted securities” under state and federal securities laws. The Regency Parties agree that Seller’s Affiliates (including the Acquired Interests may not be sold, transferred, offered for sale, pledged, hypothecated Company) or otherwise disposed of except (A) in accordance with the requirements of the ETC III LLC Agreement, ETC II LLC Agreement and Company LLC Agreement, (B) pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in compliance with any other applicable state and federal securities laws or (C) to the extent pledged or hypothecated pursuant to the terms of the Regency Credit Facility. (b) The Regency Parties have undertaken such investigation as they have deemed necessary to enable them to make an informed and intelligent decision Seller Released Party with respect to the execution, delivery and performance of this Agreement and the acquisition of the Acquired Interests. The Regency Parties have had an opportunity to ask questions and receive answers from ETE regarding the terms and conditions of the offering of the Acquired Interests and the business, properties, prospects, and financial condition of the Company foregoing (to the extent ETE possessed such information). The foregoing, however, does not modify other than the representations and warranties of ETE Sellers expressly set forth in Article III and such Article IV of this Agreement). Without limiting the generality of the foregoing, Bxxxx acknowledges and agrees on behalf of itself and the Buyer Released Parties that none of the Sellers or any of their respective Affiliates (including the Company but excluding either Seller) or any of the other Seller Released Parties makes any representations and or warranties constitute with respect to (a) any projection, estimate or budget delivered or made available to Buyer or its Affiliates or Representatives or any other Buyer Released Party of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the sole and exclusive representations and warranties Company or the future business or operations of ETE the Company or (b) any other information or documents made available to Buyer, its Affiliates or Representatives or any other Buyer Released Party with respect to the Regency Parties Company, any Asset, the Acquired Interests (including the business, assets, liabilities or operations of the Company), in connection each case, except as expressly set forth in Article III and Article IV of this Agreement. Buyer further acknowledges, on behalf of itself and the other Buyer Released Parties, that it has not relied on any representation by Sellers other than those expressly set forth in Article III and Article IV of this Agreement, including regarding the accuracy or completeness of any such other representations or warranties or the omission of any material information, whether express or implied, in each case, with respect to the transactions contemplated by this Agreement.