Common use of Not Securities Clause in Contracts

Not Securities. NLP acknowledges that, due to the nature of acquisition of a limited partnership interest and the structure of LP, NLP’s Limited Partnership Interest is not a security and is not subject to federal or state securities laws. Furthermore, based on the terms of the Partnership Agreement, NLP acknowledges that no interest in LP is a security interest and that all interests in LP are not subject to federal or state securities laws. THE LIMITED PARTNERSHIP INTEREST REPRESENTED BY THIS AGREEMENT HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER THE LAWS OF ANY STATE. SUCH INTEREST MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED, OR HYPOTHECATED TO ANY PERSON IN THE ABSENCE OF AN OPINION OF COUNSEL SATISFACTORY TO THE GENERAL PARTNER THAT SUCH REGISTRATION OR QUALIFICATION IS NOT REQUIRED. Gift/Return Agreement. The parties acknowledge that a Gift/Return Agreement, hereby incorporated by reference and included in this Agreement as EXHIBIT B, has been simultaneously executed with this Agreement and that both documents must be executed for either to take effect.