No Registration of Units. Such Member acknowledges that the Units 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 Units. Such Member acknowledges that the Units have not been registered under 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 Units. Each Member agrees that the Units being issued hereunder to the Members may be securities and that such Units have been issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), or registration or qualification under any state securities or “Blue Sky” laws, in reliance on exemptions from those registration and qualification provisions. Each Member represents and warrants to the Company that it has acquired or is acquiring its Units for investment purposes only and without any view toward or intent to dispose of or distribute such Units or any interest therein. Each Member also agrees that, in the absence of an applicable exemption from registration and qualification, neither the Units, nor any interest therein may be transferred without registration under the Securities Act and registration or qualification under applicable state securities or “Blue Sky” laws.
No Registration of Units. Such Member acknowledges that the Interests have not been registered 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 Units. The Class A Member acknowledges that the Units held by the Class A Member may be securities and that such Units have been issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), or registration or qualification under any state securities or “Blue Sky” laws, in reliance on exemptions from those registration and qualification provisions. The Class A Member also agrees that, in the absence of an applicable exemption from registration and qualification, neither the Units, nor any interest therein may be transferred without registration under the Securities Act and registration or qualification under applicable state securities or “Blue Sky” laws.
No Registration of Units. The Subscriber understands that the Units are not being registered under the Securities Act, on the ground that the issuance thereof is exempt under Regulation A of Section 3(b) of the Securities Act, and that reliance on such exemption is predicated in part on the truth and accuracy of the Subscriber’s representations and warranties, and those of the other purchasers of the Units in the Offering. The Subscriber further understands that the Units are not being registered under the securities laws of any states on the basis that the issuance thereof is exempt as an offer and sale not involving a registrable public offering in such state, since the Units are “covered securities” under the National Securities Market Improvement Act of 1996. The Subscriber covenants not to sell, transfer or otherwise dispose of any Units unless such Units have been registered under the Securities Act and under applicable state securities laws, or exemptions from such registration requirements are available.
No Registration of Units. The Interest Holder acknowledges that its Units have not been registered under the Securities Act or qualified under any state securities law in reliance, in part, upon its representations, warranties and agreements herein.
No Registration of Units. Such Member acknowledges that the Units have not been registered under 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 such Member’s representations, warranties and agreements herein. Such Member represents, warrants, and agrees that the Company and the Managers are under no obligation to register or qualify the Membership Interest under the Securities Act or under any state securities law, or to assist such Member in complying with any exemption from registration and qualification.
No Registration of Units. The Member understands that the Units have not been registered under the Securities Act, or qualified under any state securities law, on the grounds, among others, that no distribution or public offering of Units is to be effected and that Units are being issued by the Company in connection with a transaction that does not involve any public offering within the meaning of section 4(2) of the Securities Act under the respective rules and regulations of the Securities and Exchange Commission thereunder and under comparable exemptive provisions of the securities laws, rules and regulations of other jurisdictions. The Member understands that the Company is relying in part on the Member’s representations as set forth herein for purposes of claiming such exemptions and that the basis for such exemptions may not be present if, notwithstanding the Member’s representations, the Member has in mind merely acquiring the Units for resale on the occurrence or nonoccurrence of some predetermined event. The Member has no such intention.
No Registration of Units. Each of Millennium and Nevada Palace acknowledges that the Preferred Units and the NP Land Units, as applicable, have not been registered under the Securities Act or any other applicable blue sky laws in reliance, in part, on its representations, warranties and agreements herein.
