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

Matters Relating to Acquisition of the Subject Interests. Each of the Acquirer Parties has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of an investment in the Subject Interests and is capable of bearing the economic risk of such investment. Each Acquirer Party confirms that Contributor has permitted such Acquirer Party the opportunity to ask questions of the senior management of Contributor and to acquire such additional information about the Midstream Business and the Subject Interests as such Acquirer Party has requested and all such information has been received. Each of the Acquirer Parties is an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act. The Acquirer Parties are acquiring the Subject Interests for investment for its own account, for investment purposes only, and not with the view to or in connection with any distribution thereof. Each of the Acquirer Parties acknowledges and understands that (a) the acquisition of the Subject Interests has not been registered under the Securities Act in reliance on an exemption therefrom and that (b) the Subject Interests will be characterized as “restricted securities” under applicable securities Laws. Each of the Acquirer Parties agrees that the Subject Interests 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.

Matters Relating to Acquisition of the Subject Interests. Each of the Acquirer Parties (a) ETP has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of an its investment in the Subject Interests and is capable of bearing the economic risk of such investment. Each Acquirer Party confirms that Contributor has permitted such Acquirer Party the opportunity to ask questions of the senior management of Contributor and to acquire such additional information about the Midstream Business and the Subject Interests as such Acquirer Party has requested and all such information has been received. Each of the Acquirer Parties 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. The Acquirer Parties are ETP is acquiring the Subject Interests for investment for its own account, for investment purposes only, account and not with the a view to toward or for sale in connection with any distribution thereof, or with any present intention of distributing or selling the Subject Interests. Each of ETP 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 Acquirer Parties Subject Interests. ETP acknowledges and understands that (ai) the acquisition of the Subject Interests has not been registered under the Securities Act in reliance on an exemption therefrom and that (bii) the Subject Interests will will, upon such acquisition, be characterized as “restricted securities” under applicable state and federal securities Lawslaws. Each of the Acquirer Parties ETP agrees that the Subject Interests 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) 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 Subject Interests. ETP has had an opportunity to ask questions and receive answers from Contributors regarding the terms and conditions of the offering of the Subject Interests and the business, properties, prospects and financial condition of the Partnership. The foregoing, however, does not modify the representations and warranties of Contributors in Article V and such representations and warranties constitute the sole and exclusive representations and warranties of Contributors to ETP in connection with the transactions contemplated by this Agreement.

Matters Relating to Acquisition of the Subject Interests. Each of the Acquirer Parties (a) HPIP has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of an its investment in the Subject Interests and is capable of bearing the economic risk of such investment. Each Acquirer Party confirms that Contributor has permitted such Acquirer Party the opportunity to ask questions of the senior management of Contributor and to acquire such additional information about the Midstream Business and the Subject Interests as such Acquirer Party has requested and all such information has been received. Each of the Acquirer Parties HPIP 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 Acquirer Parties are HPIP is acquiring the Subject Interests for investment for its own account, for investment purposes only, account and not with the a view to toward or for sale in connection with any distribution thereof, or with any present intention of distributing or selling the Subject Interests. Each of HPIP 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 Acquirer Parties Subject Interests. HPIP acknowledges and understands that (ai) the acquisition of the Subject Interests has not been registered under the Securities Act in reliance on an exemption therefrom and that (bii) the Subject Interests will will, upon such acquisition, be characterized as “restricted securities” under applicable state and federal securities Lawslaws. Each of the Acquirer Parties HPIP agrees that the Subject Interests 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) HPIP 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 Subject Interests. HPIP has had an opportunity to ask questions and receive answers from Seller regarding the terms and conditions of the offering of the Subject Interests and the business, properties, prospects and financial condition of AMID. The foregoing, however, does not modify the representations and warranties of Seller in Article IV and such representations and warranties constitute the sole and exclusive representations and warranties of Seller to HPIP in connection with the transactions contemplated by this Agreement.