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 Xxxxx, 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.

Purchase Representation. Such Purchaser is purchasing the Purchased Units Shares and the Warrants 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, agrees that neither the Purchased Units Shares, the Warrants nor the Conversion Units Underlying Shares have been or will be registered under the Securities Act or under the “blue sky” laws of any jurisdiction and may be resold or transferred 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 XxxxxShares and the Warrants, 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 placementoffering” and is exempt from the registration provisions of the Securities Act.

Purchase Representation. Such Purchaser is purchasing the Purchased Units and the Warrants 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, that neither the Purchased Units, the Warrants, the PIK Units, the Conversion Units nor the Conversion Warrant Exercise 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 XxxxxUnits and the Warrants, 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 placementoffering” and is exempt from the registration provisions of the Securities Act.

Purchase Representation. Such Purchaser is purchasing the Purchased Units Securities and the Warrants 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, agrees that neither the Purchased Units Securities, the Warrants, the Underlying Shares nor the Conversion Units Warrant Shares have been or will be registered under the Securities Act or under the “blue sky” laws of any jurisdiction and may be resold or transferred 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 XxxxxSecurities and the Warrants, 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 placementoffering” and is exempt from the registration provisions of the Securities Act.

Purchase Representation. Such Purchaser is purchasing the Purchased Units Shares and the Warrants entirely for its own account and not with a view to distribution in violation of any securities lawspart thereof. Such Purchaser has been advised and understands that, except as contemplated by the Registration Rights Agreement, that neither the Purchased Units Shares, the Warrants nor the Conversion Units Underlying Shares 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). By executing this Agreement, such Purchaser further represents that such Purchaser does not have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the Purchased Shares, Warrants or Underlying Shares. Such Purchaser has been advised and understands that the PartnershipCompany, in issuing the Purchased XxxxxShares and the Warrants, 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 placementoffering” and is exempt from the registration provisions of the Securities Act.

Purchase Representation. Such The Purchaser is purchasing the Purchased Units for its own account and not with a view to distribution in violation of any securities laws. Such The Purchaser has been advised and understands that, except as contemplated by the Registration Rights Agreement, neither that none of the Purchased Units nor the Conversion or Issued NEP Common 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 The Purchaser has been advised and understands that the PartnershipCompany, in issuing the Purchased XxxxxUnits, is and NEP in agreeing to issue any Issued NEP Common Units, are relying upon, among other things, the representations and warranties of such the 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.

Purchase Representation. Such Purchaser is purchasing the Purchased Units Shares and the Warrants 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, that neither the Purchased Units Shares, the Warrants nor the Conversion Units Underlying Shares 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 XxxxxShares and the Warrants, 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 placementoffering” and is exempt from the registration provisions of the Securities Act.