Common use of Participant Representations Clause in Contracts

Participant Representations. The Participant represents and warrants that: a. The Participant has such knowledge and experience in financial and business matters that the Participant is capable of evaluating the merits and risks of the investment to be made by the Participant hereunder. The Participant understands and has taken cognizance of all the risk factors related to the acquisition of the Profits Interests and, other than as set forth in this Agreement, no representations or warranties have been made by the Company or any of its Affiliates to the Participant or the Participant’s representatives concerning the Profits Interests. b. The Participant is acquiring the Profits Interests for the Participant’s own account for investment and not with any view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). c. The Participant understands that (i) the Profits Interests have not been registered under the Securities Act or applicable state securities laws, in reliance on exemptions from registration under the Securities Act and applicable state securities laws, and (ii) no federal or state agency has made any finding or determination as to the fairness for investment, nor any recommendation or endorsement, of the Profits Interests. d. The Participant acknowledges and agrees that (i) except as expressly provided for in this Agreement, no representations or warranties have been made to the Participant by the Company or any of its Affiliates or any of their respective managers, partners, officers, agents or employees, the Manager, any other Member or any other Person with respect to the Profits Interests, (ii) in entering into this Agreement and accepting the Profits Interests, the Participant is not relying upon any information, other than the information contained in this Agreement, the LLC Agreement and the results of the Participant’s own independent investigation, (iii) the Participant’s financial situation is such that the Participant can afford to hold the Profits Interests for an indefinite period of time, has adequate means for providing for the Participant’s current needs and personal contingencies, and can afford the eventuality that the Profits Interests may ultimately have no value, (iv) the value, including the future value of the Profits Interests, is speculative, and (v) the Profits Interests are subject to dilution by the issuance of additional units by the Company. e. The Participant is fully informed and aware of the circumstances under which the Profits Interests must be held and the restrictions upon the resale of the Profits Interests under the Securities Act and any applicable state securities laws. The Participant understands that the Participant must bear the economic risk of the Profits Interests for an indefinite period of time because the Profits Interests have not been registered under the Securities Act and, therefore, cannot be sold unless they are registered under the Securities Act and any applicable state securities laws or unless an exemption from such registration is available, that the availability of an exemption may depend on factors over which the Participant has no control, that unless so registered or exempt from registration the Profits Interests may be required to be held for an indefinite period and that the reliance of the Company and others upon the exemptions from registration is predicated in part upon this representation and warranty. The Participant understands that an exemption from registration is not presently available pursuant to Rule 144 promulgated under the Securities Act, that there is no assurance that such exemption will ever become available to the Participant and that even if it were to become available, sales pursuant to Rule 144 would be limited in amount and could only be made in full compliance with the provisions of Rule 144. f. The Participant has received, read, reviewed, and acknowledges that contemporaneously herewith shall become a party to, the LLC Agreement. The Participant acknowledges and agrees that the Profits Interests are subject to the provisions of this Agreement and the LLC Agreement. g. The Participant has full authority to enter into this Agreement and the LLC Agreement and to perform the Participant’s obligations hereunder and thereunder. This Agreement has been, duly and validly executed and delivered by the Participant and constitutes a legal, valid and binding obligation of the Participant, enforceable against the Participant in accordance with its terms, subject, as to the enforcement of remedies, to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or other similar law of general application affecting creditors and general principles of equity. The execution, delivery and performance of this Agreement does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which the Participant is a party or any judgment, order, decree or law to which the Participant is subject.

Participant Representations. The (a) Participant represents and warrants that: a. The Participant has such knowledge and experience in financial and business matters that the Participant is capable of evaluating the merits and risks of the investment to be made by the Participant hereunder. The Participant understands and has taken cognizance of all the risk factors related to the acquisition of the Profits Interests and, other than as set forth in this Agreement, no representations or warranties have been made by the Company or any of its Affiliates to the Participant or the Participant’s representatives concerning the Profits Interests. b. The Participant is acquiring the Profits Interests for the Participant’s own account for investment and not with any view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). c. The Participant understands acknowledges that (i) Participant was and is free to use professional advisors of Participant’s choice in connection with this Agreement and any grant of Restricted Stock, that Participant understands this Agreement and the Profits Interests have not been registered under meaning and consequences of receiving a grant of Restricted Stock and unrestricted Shares released from the Securities Act Escrow upon vesting of such Restricted Stock, and is entering into this Agreement freely and without coercion or applicable state securities laws, in reliance on exemptions from registration under the Securities Act and applicable state securities laws, duress; and (ii) no federal or state agency Participant has made not received and is not relying, and will not rely, upon any finding or determination as to the fairness for investmentadvice, nor any recommendation or endorsement, of the Profits Interests. d. The Participant acknowledges and agrees that (i) except as expressly provided for in this Agreement, no representations or warranties have been assurances made to the Participant by or on behalf of the Company or any of its Affiliates or any employee of their respective managers, partners, officers, agents or employees, counsel to the Manager, any other Member Company or any of its affiliates regarding any tax or other Person with respect effects or implications of receiving a grant of Restricted Stock or the holding of Shares or other matters contemplated by this Agreement. (b) Participant is aware of the Company’s business affairs and financial condition and understands that an investment in the Shares involves a high degree of risk. Participant is aware of the lack of liquidity of the Shares and the restrictions on transferability on the Restricted Stock and the Shares, whether vested or unvested, including that Participant may not be able to sell or dispose of them or use them as collateral for loans. (c) Participant shall (i) deliver to the Profits Interests, Company Participant’s Investment Representation Statement in the form attached hereto as Exhibit B; and/or (ii) make appropriate representations in entering into this Agreement and accepting a form satisfactory to the Profits Interests, the Participant is Company that such Shares will not relying upon any information, be sold other than the information contained in this Agreement, the LLC Agreement and the results of the Participant’s own independent investigation, (iiiA) the Participant’s financial situation is such that the Participant can afford pursuant to hold the Profits Interests for an indefinite period of time, has adequate means for providing for the Participant’s current needs and personal contingencies, and can afford the eventuality that the Profits Interests may ultimately have no value, (iv) the value, including the future value of the Profits Interests, is speculative, and (v) the Profits Interests are subject to dilution by the issuance of additional units by the Company. e. The Participant is fully informed and aware of the circumstances under which the Profits Interests must be held and the restrictions upon the resale of the Profits Interests effective registration statement under the Securities Act and any of 1933, as amended, or an applicable state securities laws. The Participant understands that exemption from the Participant must bear the economic risk registration requirements of the Profits Interests for an indefinite period of time because the Profits Interests have not been registered under the Securities Act and, therefore, cannot be sold unless they are registered under the Securities Act and any such Act; (B) in compliance with all applicable state securities laws or unless an exemption from such registration is available, that the availability of an exemption may depend on factors over which the Participant has no control, that unless so registered or exempt from registration the Profits Interests may be required to be held for an indefinite period and that the reliance regulations; and (C) in compliance with all terms and conditions of the Company Plan, this Agreement, and others upon the exemptions from registration is predicated in part upon this representation and warranty. The Participant understands that an exemption from registration is not presently available pursuant to Rule 144 promulgated under the Securities Act, that there is no assurance that such exemption will ever become available to the any other written agreement between Participant and that even if it were to become available, sales pursuant to Rule 144 would be limited in amount and could only be made in full compliance with the provisions of Rule 144. f. The Participant has received, read, reviewed, and acknowledges that contemporaneously herewith shall become a party to, the LLC Agreement. The Participant acknowledges and agrees that the Profits Interests are subject to the provisions of this Agreement and the LLC Agreement. g. The Participant has full authority to enter into this Agreement and the LLC Agreement and to perform the Participant’s obligations hereunder and thereunder. This Agreement has been, duly and validly executed and delivered by the Participant and constitutes a legal, valid and binding obligation of the Participant, enforceable against the Participant in accordance with its terms, subject, as to the enforcement of remedies, to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or other similar law of general application affecting creditors and general principles of equity. The execution, delivery and performance of this Agreement does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which the Participant is a party Company or any judgment, order, decree or law to which the Participant is subjectof its affiliates.

Participant Representations. In connection with the grant of the Units, the Participant represents the following to the Partnership: (a) The Participant represents and warrants that: a. The Participant has such knowledge and experience in financial and business matters that the Participant is capable of evaluating the merits and risks aware of the investment to be made by the Participant hereunder. The Participant understands Partnership’s business affairs and financial condition and has taken cognizance of all acquired sufficient information about the risk factors related Partnership to reach an informed and knowledgeable decision regarding the investment in (and/or acquisition of of) the Profits Interests and, other than as set forth in this Agreement, no representations or warranties have been made by the Company or any of its Affiliates to the Participant or the Participant’s representatives concerning the Profits Interests. b. Units. The Participant is acquiring the Profits Interests Units as an investment for the Participant’s own account for investment only and not with any a view to, or for resale sale in connection with, any distribution or public offering “distribution” thereof within the meaning of the Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated pursuant thereto (the “Securities Act”). c. (b) The Participant understands that (i) the Profits Interests Units have not been registered under the Securities Act or applicable state securities laws, in reliance on exemptions from registration under the Securities Act and applicable state securities laws, and (ii) no federal or state agency has made any finding or determination as to the fairness for investment, nor any recommendation or endorsement, of the Profits Interests. d. The Participant acknowledges and agrees that (i) except as expressly provided for in this Agreement, no representations or warranties have been made to the Participant by the Company or any of its Affiliates or any of their respective managers, partners, officers, agents or employees, the Manager, any other Member or any other Person with respect to the Profits Interests, (ii) in entering into this Agreement and accepting the Profits Interests, the Participant is not relying upon any informationinvesting in (and/or acquiring) the Units pursuant to a specific exemption therefrom, which exemption depends upon, among other than the information contained in this Agreementthings, the LLC Agreement and the results bona fide nature of the Participant’s own independent investigation, investment intent as expressed herein. (iiic) The Participant is aware that the Participant’s financial situation investment in (and/or acquisition of) the Units, as applicable, is such a speculative investment that has limited liquidity and is subject to the risk of complete loss. (d) The Participant further acknowledges and understands that the Participant can afford to hold the Profits Interests for an indefinite period of time, has adequate means for providing for the Participant’s current needs and personal contingencies, and can afford the eventuality that the Profits Interests may ultimately have no value, (iv) the value, including the future value of the Profits Interests, is speculative, and (v) the Profits Interests are subject to dilution by the issuance of additional units by the Company. e. The Participant is fully informed and aware of the circumstances under which the Profits Interests Units must be held and indefinitely unless the restrictions upon the resale of the Profits Interests under the Securities Act and any applicable state securities laws. The Participant understands that the Participant must bear the economic risk of the Profits Interests for an indefinite period of time because the Profits Interests have not been Units are subsequently registered under the Securities Act and, therefore, cannot be sold unless they are registered under the Securities Act and any applicable state securities laws or unless an exemption from such registration is available, . The Participant further acknowledges and understands that the availability Partnership is under no obligation to register the Units except as otherwise set forth in the Partnership Agreement. (e) The Participant was not presented with or solicited by any form of an exemption may depend on factors over general solicitation or general advertising, including, but not limited to, any advertisement, article, notice, or other communication published in any newspaper, magazine, or similar media, or broadcast or television, radio or similar communications media, or presented at any seminar or meeting whose attendees were invited by any general solicitation or advertising. (f) The Participant agrees to execute and deliver, contemporaneous with this Award, the omnibus joinder, attached hereto as Exhibit B, to the Partnership Agreement (to the extent that the Participant has not previously executed the Partnership Agreement). (g) If the Participant is married, then the Participant warrants and represents that the spouse of the Participant has executed and will deliver, contemporaneous with delivery of this Award, the spousal consent attached hereto as Exhibit C. (h) The Participant has been given the opportunity to examine all documents and to ask questions of, and to receive answers from, the Partnership and its representatives concerning the Partnership and its Subsidiaries, the Partnership Agreement and the terms and conditions of this Award and to obtain any additional information which the Participant deems necessary. (i) All information the Participant has no control, that unless so registered or exempt from registration the Profits Interests may be required to be held for an indefinite period and that the reliance of the Company and others upon the exemptions from registration is predicated in part upon this representation and warranty. The Participant understands that an exemption from registration is not presently available pursuant to Rule 144 promulgated under the Securities Act, that there is no assurance that such exemption will ever become available provided to the Partnership and its representatives concerning Participant and that even if it were to become available, sales pursuant to Rule 144 would be limited in amount and could only be made in full compliance with the provisions of Rule 144. f. The Participant has received, read, reviewed, and acknowledges that contemporaneously herewith shall become a party to, the LLC Agreement. The Participant acknowledges and agrees that the Profits Interests are subject to the provisions of this Agreement and the LLC Agreement. g. The Participant has full authority to enter into this Agreement and the LLC Agreement and to perform the Participant’s obligations hereunder financial position is complete and thereunder. This Agreement has been, duly and validly executed and delivered by the Participant and constitutes a legal, valid and binding obligation correct in all material respects as of the Participant, enforceable against the Participant in accordance with its terms, subject, as to the enforcement of remedies, to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or other similar law of general application affecting creditors and general principles of equity. The execution, delivery and performance date of this Agreement does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which the Participant is a party or any judgment, order, decree or law to which the Participant is subjectAward.

Participant Representations. The (a) Participant represents acknowledges that (i) Participant was and warrants that: a. The is free to use professional advisors of Participant’s choice in connection with this Agreement and any grant of Restricted Stock, that Participant understands this Agreement and the meaning and consequences of receiving a grant of Restricted Stock and unrestricted Shares released from the Escrow upon vesting of such Restricted Stock, and is entering into this Agreement freely and without coercion or duress; and (ii) Participant has such knowledge not received and experience in financial is not relying, and business matters that the Participant is capable of evaluating the merits and risks of the investment to be will not rely, upon any advice, representations or assurances made by the Participant hereunder. The Participant understands and has taken cognizance or on behalf of all the risk factors related to the acquisition of the Profits Interests and, other than as set forth in this Agreement, no representations or warranties have been made by the Company or any of its Affiliates or any employee of or counsel to the Participant Company or any of its Affiliates regarding any tax or other effects or implications of receiving a grant of Restricted Stock or the Participant’s representatives concerning the Profits Interestsholding of Shares or other matters contemplated by this Agreement. b. The (b) Participant is acquiring aware of the Profits Interests Company’s business affairs and financial condition and understands that an investment in the Shares involves a high degree of risk. Participant is aware of the lack of liquidity of the Shares and the restrictions on transferability on the Restricted Stock and the Shares, whether vested or unvested, including that Participant may not be able to sell or dispose of them or use them as collateral for loans. (c) If at the Participant’s own account for investment and time of issuance or release from Escrow of any Restricted Stock, there is not with any view to, or for resale in connection with, any distribution or public offering thereof within the meaning of effect under the Securities Act of 1933, as amended (the “Securities Act”). c. The ) a registration statement covering the Shares to be issued, and available for delivery a prospectus meeting the requirements of Section 10(a)(3) of the Securities Act, Participant understands that shall, if required by the Company, as a condition to issuance or delivery of the Shares, (i) deliver to the Profits Interests have not been registered under Company Participant’s Investment Representation Statement in the Securities Act or applicable state securities laws, in reliance on exemptions from registration under the Securities Act and applicable state securities laws, and form attached hereto as Exhibit B; and/or (ii) no federal or state agency has made any finding or determination as make appropriate representations in a form satisfactory to the fairness for investment, nor any recommendation or endorsement, of the Profits Interests. d. The Participant acknowledges and agrees Company that (i) except as expressly provided for in this Agreement, no representations or warranties have been made to the Participant by the Company or any of its Affiliates or any of their respective managers, partners, officers, agents or employees, the Manager, any other Member or any other Person with respect to the Profits Interests, (ii) in entering into this Agreement and accepting the Profits Interests, the Participant is not relying upon any information, other than the information contained in this Agreement, the LLC Agreement and the results of the Participant’s own independent investigation, (iii) the Participant’s financial situation is such that the Participant can afford to hold the Profits Interests for an indefinite period of time, has adequate means for providing for the Participant’s current needs and personal contingencies, and can afford the eventuality that the Profits Interests may ultimately have no value, (iv) the value, including the future value of the Profits Interests, is speculative, and (v) the Profits Interests are subject to dilution by the issuance of additional units by the Company. e. The Participant is fully informed and aware of the circumstances under which the Profits Interests must be held and the restrictions upon the resale of the Profits Interests under the Securities Act and any applicable state securities laws. The Participant understands that the Participant must bear the economic risk of the Profits Interests for an indefinite period of time because the Profits Interests have not been registered under the Securities Act and, therefore, canShares will not be sold unless they are registered under the Securities Act and any applicable state securities laws or unless an exemption from such registration is available, that the availability of an exemption may depend on factors over which the Participant has no control, that unless so registered or exempt from registration the Profits Interests may be required to be held for an indefinite period and that the reliance of the Company and others upon the exemptions from registration is predicated in part upon this representation and warranty. The Participant understands that an exemption from registration is not presently available other than (A) pursuant to Rule 144 promulgated an effective registration statement under the Securities Act, that there is no assurance that or an applicable exemption from the registration requirements of such exemption will ever become available to Act; (B) in compliance with all applicable state securities laws and regulations; and (C) in compliance with all terms and conditions of the Plan, this Notice, and any other written agreement between Participant and that even if it were to become available, sales pursuant to Rule 144 would be limited in amount and could only be made in full compliance with the provisions of Rule 144. f. The Participant has received, read, reviewed, and acknowledges that contemporaneously herewith shall become a party to, the LLC Agreement. The Participant acknowledges and agrees that the Profits Interests are subject to the provisions of this Agreement and the LLC Agreement. g. The Participant has full authority to enter into this Agreement and the LLC Agreement and to perform the Participant’s obligations hereunder and thereunder. This Agreement has been, duly and validly executed and delivered by the Participant and constitutes a legal, valid and binding obligation of the Participant, enforceable against the Participant in accordance with its terms, subject, as to the enforcement of remedies, to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or other similar law of general application affecting creditors and general principles of equity. The execution, delivery and performance of this Agreement does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which the Participant is a party Company or any judgment, order, decree or law to which the Participant is subjectAffiliates.