Common use of Matters Relating to Acquisition of the Equity Consideration Clause in Contracts

Matters Relating to Acquisition of the Equity Consideration. (a) Each of NRGY and Inergy Sales 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 Equity Consideration and is capable of bearing the economic risk of such investment. Each of NRGY and Inergy Sales 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. Each of NRGY and Inergy Sales is acquiring the Equity Consideration for investment for its own account and not with a view toward or for sale in connection with any distribution thereof, other than the Spin-Off, or with any present intention of distributing or selling the Equity Consideration in violation of applicable state and federal securities Laws. Other than in connection with the Spin-Off, neither NRGY nor Inergy Sales is a party to 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 Equity Consideration. Each of NRGY and Inergy Sales acknowledges and understands that (i) the acquisition of the Equity Consideration has not been registered under the Securities Act in reliance on an exemption therefrom and (ii) that the Suburban Common Units comprising the Equity Consideration will, upon their issuance to NRGY and Inergy Sales, be characterized as “restricted securities” under state and federal securities Laws. Each of NRGY and Inergy Sales agrees that the Suburban Common Units comprising the Equity Consideration may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of except 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. (b) Each of NRGY and Inergy Sales has undertaken such investigation as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement and the acquisition of the Equity Consideration. Each of NRGY and Inergy Sales has had an opportunity to ask questions and receive answers from Acquirer regarding the terms and conditions of the offering of the Equity Consideration and the business, properties, prospects and financial condition of Acquirer. The foregoing investigation and inquiry by NRGY and Inergy Sales, however, does not modify the representations and warranties of Acquirer in Article IV, and such representations and warranties constitute the sole and exclusive representations and warranties of Acquirer to the Contributor Parties in connection with the transactions contemplated by this Agreement.

Matters Relating to Acquisition of the Equity Consideration. (a) Each of NRGY and Inergy Sales ETP has 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 Equity Consideration and is capable of bearing the economic risk of such investment. Each of NRGY and Inergy Sales ETP 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. Each of NRGY and Inergy Sales ETP is acquiring the Equity Consideration for investment for its own account and not with a view toward or for sale in connection with any distribution thereof, other than the Spin-Off, if applicable, or with any present intention of distributing or selling the Equity Consideration in violation of applicable state and federal securities Laws. Other than in connection with the Spin-Off, neither NRGY nor Inergy Sales ETP is not a party to 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 Equity Consideration. Each of NRGY and Inergy Sales Contributor acknowledges and understands that (i) the acquisition of the Equity Consideration has not been registered under the Securities Act in reliance on an exemption therefrom and (ii) that the Suburban AmeriGas Common Units comprising the Equity Consideration will, upon their issuance to NRGY and Inergy Salessale by ETP, be characterized as “restricted securities” under state and federal securities Laws. Each of NRGY and Inergy Sales ETP agrees that the Suburban AmeriGas Common Units comprising the Equity Consideration may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of except 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. (b) Each of NRGY and Inergy Sales ETP has undertaken such investigation as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement and the acquisition of the Equity Consideration. Each of NRGY and Inergy Sales ETP has had an opportunity to ask questions and receive answers from Acquirer regarding the terms and conditions of the offering of the Equity Consideration and the business, properties, prospects prospects, and financial condition of Acquirer. The foregoing investigation and inquiry by NRGY and Inergy SalesETP, however, does not modify the representations and warranties of Acquirer in Article IV, IV and such representations and warranties constitute the sole and exclusive representations and warranties of Acquirer to the Contributor Parties in connection with the transactions contemplated by this Agreement.

Matters Relating to Acquisition of the Equity Consideration. (a) Each of NRGY and Inergy Sales Contributor has 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 Equity Consideration and is capable of bearing the economic risk of such investment. Each of NRGY and Inergy Sales Contributor 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. Each of NRGY and Inergy Sales Contributor is acquiring the Equity Consideration for investment for its own account and not with a view toward or for sale in connection with any distribution thereof, other than the Spin-Off, or with any present intention of distributing or selling the Equity Consideration in violation of applicable state and federal securities Lawslaws. Other than in connection with the Spin-Off, neither NRGY nor Inergy Sales Neither Contributor is a party to 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 Equity Consideration. Each of NRGY and Inergy Sales Contributor acknowledges and understands that (i) the acquisition of the Equity Consideration has not been registered under the Securities Act in reliance on an exemption therefrom and (ii) that the Suburban Common Crosstex MLP Class B Units comprising the Equity Consideration will, upon their issuance to NRGY and Inergy Salessale by such Contributor, unless such sale is registered under the Securities Act, be characterized as “restricted securities” under state and federal securities Lawslaws. Each of NRGY Devon and Inergy Sales agrees each Contributor agree that the Suburban Common Crosstex MLP Class B Units comprising the Equity Consideration may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of except 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 Lawslaws. (b) Each of NRGY and Inergy Sales Contributor has undertaken such investigation as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement and the acquisition of the Equity Consideration. Each of NRGY and Inergy Sales Contributor has had an opportunity to ask questions and receive answers from the Acquirer Parties regarding the terms and conditions of the offering of the Equity Consideration and the business, properties, prospects and financial condition of AcquirerCrosstex MLP. The foregoing investigation and inquiry by NRGY and Inergy Salesthe Contributors, however, does not modify the representations and warranties of the Acquirer Parties in Article IV, IV and each of the Contributor Parties acknowledges that such representations and warranties in this Agreement, the Acquirer Disclosure Letter or in the certificate referenced in Section 6.3(c) constitute the sole and exclusive representations and warranties of the Acquirer Parties to the Contributor Parties Contributors in connection with the transactions contemplated by this Agreement. Except for the representations and warranties contained in this Article III, in the Contributor Disclosure Letter or in the certificate referenced in Section 6.2(d), neither the Contributor Parties nor any other Person makes any other express or implied representation or warranty, and Crosstex MLP hereby disclaims reliance on any other representation or warranty, on behalf of or relating to the Contributor Parties or any of its Affiliates, or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects.