No Registration of Interests. Each Limited Partner understands that the Interests have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or any state or non-United States securities laws, and are being offered and sold in reliance upon United States federal, state and applicable non-United States exemptions from registration requirements for transactions not involving a public offering. Each Limited Partner recognizes that reliance upon such exemptions is based in part upon the representations of such Limited Partner contained in this Agreement. Each Limited Partner represents and warrants that the Interests will be acquired by such Limited Partner solely for the account of such Limited Partner, for investment purposes only and not with a view to the distribution thereof. Each Limited Partner represents and warrants that such Limited Partner (i) is a sophisticated investor with the knowledge and experience in business and financial matters to enable such Limited Partner to evaluate the merits and risks of an investment in the Partnership, (ii) is able to bear the economic risk and lack of liquidity of an investment in the Partnership and (iii) is able to bear the risk of loss of its entire investment in the Partnership.
No Registration of Interests. Such Member acknowledges that the Interests have been qualified for sale to the public pursuant to Regulation A, promulgated under the Securities Act of 1933, as amended (the “Securities Act”). or qualified under any state securities law or under the laws of any other jurisdiction, in reliance, in part, on such Member’s representations, warranties and agreements herein.
No Registration of Interests. The Subscriber understands that the Interests have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or any state or non-United States securities laws, and are being offered and sold in reliance upon United States federal, state and applicable non-United States exemptions from registration requirements for transactions not involving a public offering. The Subscriber recognizes that reliance upon such exemptions is based in part upon the representations of the Subscriber contained in this Subscription Agreement, the Investor Qualification Statement and the Tax Forms. The Subscriber represents and warrants that the Interests will be acquired by the Subscriber solely for the account of the Subscriber, for investment purposes only and not with a view to the distribution thereof. The Subscriber represents and warrants that the Subscriber (i) is a sophisticated investor with the knowledge and experience in business and financial matters to enable the Subscriber to evaluate the merits and risks of an investment in the Partnership, (ii) is able to bear the economic risk and lack of liquidity of an investment in the Partnership and (iii) is able to bear the risk of loss of its entire investment in the Partnership. The Subscriber’s Capital Commitment, together with the Subscriber’s other investments that are not readily marketable, is not disproportionate to the Subscriber’s net worth. If the Subscriber is a Non-US Partner, the Subscriber meets any additional or different suitability standards imposed by the securities laws (and any similar laws) of the country, state or other jurisdiction of the Subscriber’s principal place of business or domicile and the Subscriber is eligible, under all laws, regulations and governmental orders applicable to the Subscriber, to (1) receive and accept an offer to sell or a solicitation of the Subscriber’s offer to purchase the Interests in the manner made to the Subscriber, (2) accept delivery (including, without limitation, electronic delivery) of, and review, the Offering Materials and (3) subscribe for and purchase the Interests as contemplated hereby.
No Registration of Interests. It acknowledges that the Membership Interests of the Company have not been registered under the Securities Act, or under any applicable blue sky laws in reliance, in part, upon its representations, warranties, and agreements herein.
No Registration of Interests. The Purchaser understands and acknowledges that (i) the offer and sale of the SAFT has not been reviewed by, passed on or submitted to any federal or state agency; (ii) the SAFT is being offered and sold under an exemption from registration provided in Section 4(a)(2) and Regulation D of the Securities Act; and (iii) the Tokens have not been registered under the Securities Act, securities laws of any state or any other jurisdiction, nor is that registration contemplated.
No Registration of Interests. Such Member understands that the interests in the Company have not been, and will not be, registered under the Securities Act or any state or non-United States securities laws. Such Member is acquiring its Interest solely for the account of such Member, for investment purposes only and not with a view to the distribution thereof. Such Member (i) is a sophisticated investor with the knowledge and experience in business and financial matters to enable such Member to evaluate the merits and risks of an investment in the Company, (ii) is able to bear the economic risk and lack of liquidity of an investment in the Company and (iii) is able to bear the risk of loss of its entire investment in the Company.
No Registration of Interests. Purchaser acknowledges that the Interests have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or qualified under the California Corporate Securities Law of 1968, as amended, or any Delaware or other applicable blue sky laws in reliance, in part, on Purchaser’s representations, warranties and agreements herein. Purchaser represents, warrants, and agrees that Company and the managers are under no obligation to register or qualify the Interests under the Securities Act or under any state securities law, or to assist Purchaser in complying with any exemption from registration and qualification.
No Registration of Interests. The Subscriber understands that the Interests have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), or any state or non- U.S. securities laws, and are being offered and sold in reliance upon U.S. federal, state and applicable non-U.S. exemptions from registration requirements for transactions not involving a public offering. The Subscriber recognizes that reliance upon such exemptions is based in part upon the representations of the Subscriber contained in this Subscription Agreement, the Investor Qualification Statement and the Tax Forms. The Subscriber represents and warrants that the Interests will be acquired by the Subscriber solely for the account of the Subscriber, for investment purposes only and not with a view to the distribution thereof. The Subscriber represents and warrants that the Subscriber (i) is a sophisticated investor with the knowledge and experience in business and financial matters to enable the Subscriber to evaluate the merits and risks of an investment in the Partnership, (ii) is able to bear the economic risk and lack of liquidity of an investment in the Partnership and (iii) is able to bear the risk of loss of its entire investment in the Partnership. The Subscriber's Commitment, together with the Subscriber's other investments that are not readily marketable, is not disproportionate to the Subscriber's net worth.
No Registration of Interests. The Subscriber understands that the Interests have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or any state or non-United States securities laws, and are being offered and sold in reliance upon United States federal, state and applicable non-United States exemptions from registration requirements for transactions not involving a public offering. The Subscriber recognizes that reliance upon such exemptions is based in part upon the representations of the Subscriber contained in this Subscription Agreement, the IQS and the Tax Forms. The Subscriber represents and warrants that the Interests will be acquired by the Subscriber solely for the account of the Subscriber, for investment purposes only and not with a view to the distribution thereof. The Subscriber represents and warrants that the Subscriber (i) is a sophisticated investor with the knowledge and experience in business and financial matters to enable the Subscriber to evaluate the merits and risks of an investment in the Partnership, (ii) is able to bear the economic risk and lack .of liquidity of an investment in the Partnership and (iii) is able to bear the risk of loss of its entire investment in the Partnership. The Subscriber's Commitment, together with the Subscriber's other investments that are not readily marketable, is not disproportionate to the Subscriber's net worth.
No Registration of Interests. It acknowledges that the Interests have not been registered under the Securities Act of 1993, as amended (the “Securities Act”), that the offer and sale of the Interests is intended to be exempt from registration under the Securities Act and the rules and regulations promulgated thereunder by the Securities and Exchange Commission, and that the Interests cannot be offered, sold, assigned, transferred, or otherwise disposed of unless it is subsequently registered under the Securities Act or an exemption from such registration is available. It is also aware that the sale or transfer of the Interests is further restricted by state securities laws.
