Common use of Purchase Representation Clause in Contracts

Purchase Representation. Such Purchaser is purchasing the Purchased Units for its own account and not with a view to distribution in violation of any securities laws. Such Purchaser has been advised and understands that, except as contemplated by the Registration Rights Agreement, neither the Purchased Units nor the Conversion Units have been or will be registered under the Securities Act or under the “blue sky” laws of any jurisdiction and may be resold only if registered pursuant to the provisions of the Securities Act (or if eligible, pursuant to the provisions of Rule 144 promulgated under the Securities Act or pursuant to another available exemption from the registration requirements of the Securities Act). Such Purchaser has been advised and understands that the Partnership, in issuing the Purchased Units, is relying upon, among other things, the representations and warranties of such Purchaser contained in this Article IV in concluding that such issuance is a “private placement” and is exempt from the registration provisions of the Securities Act.

Appears in 3 contracts

Samples: Preferred Unit Purchase Agreement, Purchase Agreement (CSI Compressco LP), Preferred Unit Purchase Agreement

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Purchase Representation. Such Purchaser is purchasing the Purchased Units for its own account and not with a view to distribution in violation of any securities laws. Such Purchaser has been advised and understands that, except as contemplated by the Registration Rights Agreement, neither that none of the Purchased Units nor the Units, Issued NEP Non-Voting Units, or Conversion Units have has been or will be registered under the Securities Act or under the “blue sky” laws Laws of any jurisdiction and may be resold only if registered pursuant to the provisions of the Securities Act (or if eligible, pursuant to the provisions of Rule 144 promulgated under the Securities Act or pursuant to another available exemption from the registration requirements of the Securities Act). Such Purchaser has been advised and understands that the PartnershipCompany, in issuing the Purchased Units, is and NEP in agreeing to issue any Issued NEP Non-Voting Units or Conversion Units, are relying upon, among other things, the representations and warranties of such Purchaser contained in this Article IV in concluding that such issuance is a “private placementoffering” and is exempt from the registration provisions of the Securities Act.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Nextera Energy Partners, Lp), Build Out Agreement (NextEra Energy Partners, LP), Membership Interest Purchase Agreement (NextEra Energy Partners, LP)

Purchase Representation. Such Purchaser is purchasing the Purchased Units for its own account and not with a view to distribution in violation of any securities laws. Such Purchaser has been advised and understands that, except as contemplated by the Registration Rights Agreement, neither that none of the Purchased Units nor the Units, Issued NEP Non-Voting Units, or Conversion Units have has been or will be registered under the Securities Act or under the “blue sky” laws Laws of any jurisdiction and may be resold only if registered pursuant to the provisions of the Securities Act (or or, if eligible, pursuant to the provisions of Rule 144 promulgated under the Securities Act or pursuant to another available exemption from the registration requirements of the Securities Act). Such Purchaser has been advised and understands that the PartnershipCompany, in issuing the Purchased Units, is and NEP, in agreeing to issue any Issued NEP Non-Voting Units or Conversion Units, are relying upon, among other things, the representations and warranties of such Purchaser contained in this Article IV in concluding that such issuance is a “private placementoffering” and is exempt from the registration provisions of the Securities Act.. 853970-WILSR01A - MSW

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (NextEra Energy Partners, LP)

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Purchase Representation. Such Purchaser is purchasing the Purchased Units for its own account and not with a view to distribution in violation of any securities laws. Such Purchaser has been advised and understands that, except as contemplated by the Registration Rights Agreement, neither that none of the Purchased Units nor the Units, any Issued NEP Non-Voting Units, or any Conversion Units have been or will be registered under the Securities Act or under the “blue sky” laws of any jurisdiction and may be resold only if registered pursuant to the provisions of the Securities Act (or if eligible, pursuant to the provisions of Rule 144 promulgated under the Securities Act or pursuant to another available exemption from the registration requirements of the Securities Act). Such Purchaser has been advised and understands that the PartnershipCompany, in issuing the Purchased Units, is and NEP in agreeing to issue any Issued NEP Non-Voting Units or Conversion Units, are relying upon, among other things, the representations and warranties of such Purchaser contained in this Article IV in concluding that such issuance is a “private placementoffering” and is exempt from the registration provisions of the Securities Act.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (NextEra Energy Partners, LP)

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