No Securities. Such Member acknowledges and agrees that (i) neither the offer nor the sale of the LLC Interest (and, indirectly, the Loans) is intended to constitute an offer or sale of a “security” within the meaning of the Securities Act or any applicable federal or state securities Laws, (ii) no inference that any of the LLC Interest or the Loans is a “security” under such federal or state securities Laws shall be drawn from any of the certifications, representations or warranties made by any Person in this Agreement, (iii) it is not contemplated that any filing will be made with the Securities and Exchange Commission or pursuant to the “Blue Sky” or securities Laws of any jurisdiction, and (iv) if any of the LLC Interest or the Loans is a security, such may not be resold or otherwise transferred by such Member except in accordance with any and all applicable securities and Blue Sky Laws.
No Securities. Such Member acknowledges and agrees that (i) the Private Owner Interest (and, indirectly, the Assets) is not intended to constitute and does not constitute a “security” within the meaning of the Securities Act, the Exchange Act, or any applicable federal or state securities Laws, (ii) no Private Owner Interest will be represented by any form of certificate or instrument, (iii) no Private Owner Interest will be redeemable, (iv) no Private Owner Interest is assignable or transferable except as expressly contemplated hereunder, (v) no inference that any of the LLC Interests or the Assets is a “security” under such federal or state securities Laws will be drawn from any of the certifications, representations or warranties made by any Person in this Agreement, (vi) it is not contemplated that any filing will be made with the Securities and Exchange Commission or pursuant to the “Blue Sky” or securities Laws of any jurisdiction, and (vii) if any of the LLC Interests or the Assets is deemed a security, such may not be resold or otherwise transferred by such Member except in accordance with any and all applicable securities and “Blue Sky” Laws.
No Securities permit any Financial Indebtedness of the Borrower to any person (other than the Lender) to be guaranteed by any person (save, in the case of the Borrower, for guarantees or indemnities from time to time required in the ordinary course of business, the operation, maintenance and repair of the Vessel or by any protection and indemnity or war risks association with which the Vessel is entered, guarantees required to procure the release of the Vessel from any arrest, detention, attachment or levy or guarantees or undertakings required for the salvage of the Vessel);
No Securities. The Borrowers' execution and delivery of this ------------- Agreement or any of the Ancillary Agreements does not directly or indirectly violate or result in a violation of any applicable laws, rules or regulations, including without limitation, the Securities Exchange Act of 1934, as amended, and Regulations U, G, T and X of the Board of Governors of the Federal Reserve System (12 CFR 221, 207, 220 and 224, respectively), and the Borrowers do not own or intend to purchase or carry any "margin security," as defined in such Regulations.
No Securities. Purchaser’s acquisition of the Loans does not constitute a purchase of securities within the meaning of federal or state securities laws, and in light of the representations, warranties, covenants and acknowledgments contained in this Agreement, Purchaser waives all rights, if any, to make any Claim in connection with any federal or state securities law.
No Securities. All of the Pledged Collateral consist of interests that do not constitute a Security pursuant to Section 8–103(c) of the UCC. None of the Pledged Collateral (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a Security governed by Article 8 of the UCC, (iii) is Investment Property, (iv) is held in a Securities Account or (v) constitutes a Security or a Financial Asset.
No Securities. Assignee acknowledges and agrees that Assignee's purchase and acquisition of the Assigned Interests does not constitute a purchase of securities within the meaning of federal or state securities laws, and Assignee waives all rights, if any, to make any claim with respect thereto in connection with any federal or state securities law.
No Securities. Neither Borrower shall acquire any shares or other securities other than US or UK Treasury bills, certificates of deposit issued by major North American or European banks and shares in newly established companies, or enter into any transaction in a derivative.
No Securities. Not take any action or permit any action to be taken that would cause any Pledged Membership Interests to become a Security, unless such Pledged Membership Interest has been certificated and pledged to the Pledgee pursuant to this Agreement.
No Securities. Purchaser waives all rights, if any, to make any Claim in connection with any federal or state securities law. Further, Purchaser represents and warrants that:
(a) Purchaser is purchasing the TPG Corporate Interest and the NMPI Stock solely for investment purposes, and not for further distribution.
(b) Purchaser understands that such interests and shares are "restricted securities" and that it must hold the shares indefinitely, unless any subsequent proposed resale is registered under the Securities Act, or unless an exemption from registration is otherwise available, and that TPG and NMPI are under no obligation to register any subsequent proposed resale of the shares.
