Common use of Representations; Legend Clause in Contracts

Representations; Legend. (a) Each Limited Partner hereby covenants and agrees with the Partnership for the benefit of the Partnership and all of its Partners, that: (i) it is not currently making a market in Interests and will not in the future make a market in Interests; (ii) it will not Transfer its Interests on an established securities market, a secondary market (or the substantial equivalent thereof) within the meaning of Section 7704(b) of the Code (and any Regulations, revenue rulings, or other official pronouncements of the Internal Revenue Service or Treasury Department that may be promulgated or published thereunder); and (iii) in the event such Regulations, revenue rulings, or other pronouncements treat any of or all arrangements that the selling of partnership interests and that are commonly referred to as “matching as being a secondary market or substantial equivalent thereof, it will not Transfer any Interest through a matching service that is not approved in advance by the General Partner. Each Limited Partner further agrees that it will not Transfer any Interest to any Person unless such Person agrees to be bound by this Section 8.8(a) and to Transfer such Interests only to who agree to be similarly bound. The Partnership shall, from time to time, at the request of a Partner consider whether to approve a matching service and shall notify all Partners matching service that is so approved. (b) Each Limited Partner hereby represents and warrants to the Partnership and the General Partner that such Partner’s acquisition of Interests hereunder is made as principal for such Partner’s own account and not for resale or distribution of such Interests. Each Limited Partner further hereby agrees that the following legend may be placed upon any counterpart of this Agreement, the Certificate, or any other document or instrument evidencing ownership of Interests: THE LIMITED PARTNERSHIP INTERESTS REPRESENTED BY THIS DOCUMENT HAVE NOT BEEN REGISTERED UNDER ANY SECURITIES LAWS AND THE TRANSFERABILITY OF SUCH INTERESTS IS RESTRICTED. SUCH INTERESTS MAY NOT BE SOLD, ASSIGNED OR TRANSFERRED, NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE OR ENDORSEE THEREOF BE RECOGNIZED AS HAVING ACQURED ANY SUCH INTERESTS BY THE ISSUER FOR ANY PURPOSES, UNLESS: (1) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, WITH RESPECT TO SUCH INTERESTS SHALL THEN BE IN EFFECT AND SUCH TRANSFER HAS BEEN QUALIFIED UNDER ALL APPLICABLE STATE SECURITIES LAWS; OR (2) THE AVAILABILITY OF AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION SHALL BE ESTABLISHED TO THE SATISFACTION OF COUNSEL TO THE PARTNERSHIP. THE INTERESTS REPRESENTED BY THIS DOCUMENT ARE SUBJECT TO FURTHER RESTRICTION AS TO THEIR SALE, TRANSFER, HYPOTHECATION, OR ASSIGNMENT AS SET FORTH IN THE AGREEMENT OF LIMITED PARTNERSHIP AND AGREED TO BY EACH LIMITED PARTNER. SAID RESTRICTION PROVIDES, AMONG OTHER THINGS, THAT NO INTEREST MAY BE TRANSFERRED WITHOUT FIRST OFFERING SUCH INTEREST TO THE OTHER LIMITED PARTNERS AND THE GENERAL PARTNER, AND THAT NO VENDEE, TRANSFEREE, ASSIGNEE, OR ENDORSEE SHALL HAVE THE RIGHT TO BECOME A SUBSTITUTED LIMITED PARTNER WITHOUT THE CONSENT OF THE GENERAL PARTNER AND A MAJORITY IN INTEREST OF THE LIMITED PARTNERS.

Representations; Legend. (a) Each Limited Partner holder of an Interest hereby covenants and agrees with the Partnership for the benefit of the Partnership and all of its Limited Partners, that: that (i1) it he is not currently making a market in Interests and will not in the future make a market in Interests; , (ii2) it he will not Transfer its Interests his Interest or any portion of his Interest on an established securities market, a secondary market (or the substantial equivalent thereof) within the meaning of Code Section 7704(b) of the Code (and any Regulationsregulations, proposed regulations, revenue rulings, or other official pronouncements of the Internal Revenue Service or Treasury Department that may be promulgated or published thereunder); , and (iii3) in the event such Regulationsregulations, revenue rulings, or other pronouncements treat any of or all arrangements that which facilitate the selling of partnership interests and that which are commonly referred to as “"matching services" as being a secondary market or substantial equivalent thereof, it he will not Transfer any Interest or any portion of an Interest through a matching service that is not approved in advance by the General PartnerPartners. Each Limited Partner further agrees that it he will not Transfer any Interest or any portion of an Interest to any Person unless such Person agrees to be bound by this Section 8.8(a) and to Transfer such Interests only to who agree to be similarly boundAgreement. The Partnership shall, from time to time, at the request of a Limited Partner consider whether to approve a matching service and shall notify all Partners holders of Interests of any matching service that is so approved. (b) Each Limited Partner hereby represents and warrants to the Partnership and the each General Partner that such Limited Partner’s 's acquisition of Interests an Interest hereunder is made as principal for such Limited Partner’s 's own account and not for resale or distribution of such Interests. Each Limited Partner further hereby agrees that the following legend may be placed upon any counterpart of this Agreement, the Certificate, or any other document or instrument evidencing ownership of Interests: THE LIMITED PARTNERSHIP INTERESTS REPRESENTED BY THIS DOCUMENT AGREEMENT OF LIMITED PARTNERSHIP HAVE NOT BEEN REGISTERED UNDER ANY WITH THE SECURITIES LAWS AND THE TRANSFERABILITY OF SUCH INTERESTS IS RESTRICTED. SUCH INTERESTS MAY NOT BE SOLD, ASSIGNED OR TRANSFERRED, NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE OR ENDORSEE THEREOF BE RECOGNIZED AS HAVING ACQURED ANY SUCH INTERESTS BY THE ISSUER FOR ANY PURPOSES, UNLESS: (1) A REGISTRATION STATEMENT EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, WITH RESPECT TO SUCH INTERESTS SHALL THEN BE THE ILLINOIS SECURITIES LAW OF 1953, AS AMENDED, OR ANY SIMILAR STATE STATUTE IN EFFECT AND SUCH TRANSFER HAS BEEN QUALIFIED UNDER ALL APPLICABLE STATE SECURITIES LAWS; OR (2) THE AVAILABILITY OF AN EXEMPTION RELIANCE UPON EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION SHALL BE ESTABLISHED TO THE SATISFACTION OF COUNSEL TO THE PARTNERSHIPAS PROVIDED IN THOSE STATUTES. THE SALE OR OTHER DISPOSITION OF THE LIMITED PARTNERSHIP INTERESTS REPRESENTED BY THIS DOCUMENT ARE SUBJECT TO FURTHER RESTRICTION AS TO THEIR SALEIS RESTRICTED, TRANSFER, HYPOTHECATION, OR ASSIGNMENT AS SET FORTH IN THE THIS AGREEMENT OF LIMITED PARTNERSHIP, AND THE EFFECTIVENESS OF ANY SUCH SALE OR OTHER DISPOSITION MAY BE CONDITIONED UPON THE RECEIPT BY THE LIMITED PARTNERSHIP OF AN OPINION OF COUNSEL SATISFACTORY TO THE PARTNERSHIP AND AGREED TO ITS COUNSEL THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE STATUTES. BY EACH ACQUIRING A LIMITED PARTNER. SAID RESTRICTION PROVIDESPARTNERSHIP INTEREST REPRESENTED BY THIS AGREEMENT OF LIMITED PARTNERSHIP, AMONG A LIMITED PARTNER REPRESENTS THAT IT WELL NOT SELL OR OTHERWISE DISPOSE OF ITS LIMITED PARTNERSHIP INTEREST WITHOUT REGISTRATION OR OTHER THINGS, THAT NO INTEREST MAY BE TRANSFERRED WITHOUT FIRST OFFERING SUCH INTEREST TO COMPLIANCE WITH THE OTHER LIMITED PARTNERS AFORESAID STATUTES AND THE GENERAL PARTNER, RULES AND THAT NO VENDEE, TRANSFEREE, ASSIGNEE, OR ENDORSEE SHALL HAVE THE RIGHT TO BECOME A SUBSTITUTED LIMITED PARTNER WITHOUT THE CONSENT OF THE GENERAL PARTNER AND A MAJORITY IN INTEREST OF THE LIMITED PARTNERSREGULATIONS THEREUNDER.

Representations; Legend. (a) a. Each Limited Partner Member hereby covenants and agrees with the Partnership Company for the benefit of the Partnership Company and all of its PartnersMembers, that: that (i) it he is not currently making a market in Company Interests and will not in the future make a market in Company Interests; (ii) it he will not Transfer its transfer his Company Interests on an established securities market, a secondary market (or the substantial equivalent thereof) within the meaning of Code Section 7704(b) of the Code (and any Regulations, proposed Regulations, revenue rulings, or other official pronouncements of the Internal Revenue Service or Treasury Department that may be promulgated or published thereunder); and (iii) in the event such Regulations, revenue rulings, or other pronouncements treat any of or all arrangements that which facilitate the selling of partnership interests Company Interests and that which are commonly referred to as “matching services” as being a secondary market or substantial equivalent thereof, it he will not Transfer transfer any Company Interest through a matching service that is not approved in advance by the General PartnerCompany. Each Limited Partner Member further agrees that it he will not Transfer transfer any Interest Company interest to any Person person or entity unless such Person person or entity agrees to be bound by this Section 8.8(a) Article 11 and to Transfer transfer such Company Interests only to persons or entities who agree to be similarly bound. The Partnership shall, from time to time, at the request of a Partner consider whether to approve a matching service and shall notify all Partners matching service that is so approved. (b) b. Each Limited Partner Member hereby represents and warrants to the Partnership Company and the General Partner to each Member that such PartnerMember’s acquisition of Company Interests hereunder is made as principal for such PartnerMember’s own account and not for resale or distribution of such Company Interests. Each Limited Partner Member further hereby agrees that the following legend may be placed upon any counterpart of this Agreement, the CertificateCertificate of Company, or any other document or instrument evidencing ownership of Company Interests: THE LIMITED PARTNERSHIP INTERESTS REPRESENTED BY THIS DOCUMENT HAVE NOT BEEN REGISTERED UNDER ANY SECURITIES LAWS AND THE TRANSFERABILITY OF SUCH INTERESTS IS RESTRICTED“The Company Interests represented by this document have not been registered under any securities laws and the transferability of such Company Interests is restricted. SUCH INTERESTS MAY NOT BE SOLDSuch Company Interests may not be sold, ASSIGNED OR TRANSFERREDassigned or transferred, NOR WILL ANY ASSIGNEEnor will any assignee, VENDEEvendee, TRANSFEREE OR ENDORSEE THEREOF BE RECOGNIZED AS HAVING ACQURED ANY SUCH INTERESTS BY THE ISSUER FOR ANY PURPOSEStransferee or endorsee thereof be recognized as having acquired any such Company Interests by the issuer for any purposes, UNLESS: unless (1i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF a registration statement under the Securities Act of 1933, AS AMENDEDas amended, WITH RESPECT TO SUCH INTERESTS SHALL THEN BE IN EFFECT AND SUCH TRANSFER HAS BEEN QUALIFIED UNDER ALL APPLICABLE STATE SECURITIES LAWSwith respect to such Company Interests shall then be in effect and such transfer has been qualified under all applicable state securities laws; OR or (2ii) THE AVAILABILITY OF AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION SHALL BE ESTABLISHED TO THE SATISFACTION OF COUNSEL TO THE PARTNERSHIPthe availability of an exemption from such registration and the qualification shall be established to the satisfaction of counsel to the Company. THE INTERESTS REPRESENTED BY THIS DOCUMENT ARE SUBJECT TO FURTHER RESTRICTION AS TO THEIR SALEThe Company Interests represented by this document are subject to further restriction as to their sale, TRANSFERtransfer, HYPOTHECATIONhypothecation, OR ASSIGNMENT AS SET FORTH IN THE AGREEMENT OF LIMITED PARTNERSHIP AND AGREED TO BY EACH LIMITED PARTNERor assignment as set forth in the Agreement of Company and agreed to by each Member. SAID RESTRICTION PROVIDESSaid restriction provides, AMONG OTHER THINGSamong other things, THAT NO INTEREST MAY BE TRANSFERRED WITHOUT FIRST OFFERING SUCH INTEREST TO THE OTHER LIMITED PARTNERS AND THE GENERAL PARTNERthat no Company Interest may be transferred, AND THAT NO VENDEEexcept to certain specified transferees and that no vendee, TRANSFEREEtransferee, ASSIGNEEassignee, OR ENDORSEE SHALL HAVE THE RIGHT TO BECOME A SUBSTITUTED LIMITED PARTNER WITHOUT THE CONSENT OF THE GENERAL PARTNER AND A MAJORITY IN INTEREST OF THE LIMITED PARTNERSor endorsee shall have the right to become a substituted Member without the consent of the Members.” c. Each Member represents and warrants that such Member has not seen or received any advertisement or general solicitation with respect to the sale of the Company Interests. d. Each Member represents and warrants that (i) such Member has a preexisting personal or business relationship with the Company, the Managers or one or more of its officers, directors or controlling persons and is aware of its (their) characters, business acumen, and general business and financial circumstances; or (ii) by reason of his or her financial experience, or by reason of the business or financial experience of his or her financial advisor who is unaffiliated with and who is not compensated, directly or indirectly, by the Company or any Affiliate or selling agent of the Company, he or she is capable of evaluating the risks and merits of an investment in the Company and of protecting his or her own interests in connection with this investment. e. Each Member acknowledges that during the course of this transaction and before purchasing the Company Interests, such Member has been provided with financial and other written information about the Company. Each Member represents and warrants that such Member has been given the opportunity to obtain any information and ask questions concerning the Company, the Company Interests, and such Member’s investment that such Member felt necessary; and to the extent such Member availed himself or herself to that opportunity, such Member has received satisfactory information and answers. f. Each Member represents and warrants that, in reaching the decision to invest in the Company, such Member has carefully evaluated his or her financial resources and investment position and the risks associated with the investment, and acknowledges that such Member is able to bear the economic risks of this investment.

Representations; Legend. (a) Each Limited Partner Unit Holder hereby covenants and agrees with the Partnership for the benefit of the Partnership and all of its PartnersUnit Holders, that: that (i) it he is not currently making a market in Interests Units and will not in the future make a market in Interests; Units, (ii) it he will not Transfer its Interests his Units on an established securities market, a secondary market (or the substantial equivalent thereof) within the meaning of Code Section 7704(b) of the Code (and any Regulationsregulations, proposed regulations, revenue rulings, rulings or other official pronouncements of the Internal Revenue Service or Treasury Department that may be promulgated or published thereunder); , and (iii) in the event such Regulationsregulations, revenue rulings, rulings or other pronouncements treat any of or all arrangements that facilitate the selling of partnership interests and that are commonly referred to as “matching services” as being a secondary market or substantial equivalent thereof, it he will not Transfer any Interest Unit through a matching service that is not approved in advance by the General PartnerPartnership. Each Limited Partner Unit Holder further agrees that it he will not voluntarily Transfer any Interest Unit to any Person unless such Person agrees to be bound by this Section 8.8(a9.6(a) and to voluntarily Transfer such Interests Units only to Persons who agree to be similarly bound. The Partnership shall, from time to time, at the request of a Partner Unit Holder consider whether to approve a matching service and shall notify all Partners Unit Holders of any matching service that is so approved. (b) Each Limited Partner Unit Holder hereby represents and warrants to the Partnership and the Managing General Partner that such PartnerUnit Holder’s acquisition of Interests Units hereunder is made as principal for such PartnerUnit Holder’s own account and not for resale or distribution of such InterestsUnits. Each Limited Partner Unit Holder further hereby agrees that the following legend may be placed upon any counterpart of this Agreement, the Certificate, or any other document or instrument evidencing ownership of InterestsUnits: THE LIMITED PARTNERSHIP INTERESTS REPRESENTED BY THIS DOCUMENT HAVE NOT BEEN REGISTERED UNDER ANY SECURITIES LAWS AND THE TRANSFERABILITY OF SUCH INTERESTS IS RESTRICTED“The Partnership Units represented by this document have not been registered under any securities laws and the transferability of such Units is restricted. SUCH INTERESTS MAY NOT BE SOLDSuch Units may not be sold, ASSIGNED OR TRANSFERREDassigned or transferred, NOR WILL ANY ASSIGNEEnor will any assignee, VENDEEvendee, TRANSFEREE OR ENDORSEE THEREOF BE RECOGNIZED AS HAVING ACQURED ANY SUCH INTERESTS BY THE ISSUER FOR ANY PURPOSEStransferee or endorsee thereof be recognized as having acquired any such Units by the issuer for any purposes, UNLESS: unless (1i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF a registration statement under the Securities Act of 1933, AS AMENDEDas amended, WITH RESPECT TO SUCH INTERESTS SHALL THEN BE IN EFFECT AND SUCH TRANSFER HAS BEEN QUALIFIED UNDER ALL APPLICABLE STATE SECURITIES LAWS; OR with respect to the transfer of such Units shall then be in effect and such transfer has been qualified under all applicable state securities laws, or (2ii) THE AVAILABILITY OF AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION SHALL BE ESTABLISHED TO THE SATISFACTION OF COUNSEL TO THE PARTNERSHIPthe availability of an exemption from such registration and qualification shall be established to the satisfaction of counsel to the Partnership. THE INTERESTS REPRESENTED BY THIS DOCUMENT ARE SUBJECT TO FURTHER RESTRICTION AS TO THEIR SALEThe Partnership Units represented by this document are subject to further restriction as to their sale, TRANSFERtransfer, HYPOTHECATIONhypothecation or assignment as set forth in the Agreement of Limited Partnership and agreed to by each Partner. Said restriction provides, OR ASSIGNMENT AS SET FORTH IN THE AGREEMENT OF LIMITED PARTNERSHIP AND AGREED TO BY EACH LIMITED PARTNER. SAID RESTRICTION PROVIDESamong other things, AMONG OTHER THINGSthat no vendee, THAT NO INTEREST MAY BE TRANSFERRED WITHOUT FIRST OFFERING SUCH INTEREST TO THE OTHER LIMITED PARTNERS AND THE GENERAL PARTNERtransferee, AND THAT NO VENDEE, TRANSFEREE, ASSIGNEE, OR ENDORSEE SHALL HAVE THE RIGHT TO BECOME A SUBSTITUTED LIMITED PARTNER WITHOUT THE CONSENT OF THE GENERAL PARTNER AND A MAJORITY IN INTEREST OF THE LIMITED PARTNERSassignee or endorsee shall have the right to become a substituted Investor Partner without the consent of the Managing General Partner.”

Representations; Legend. (a) a. Each Limited Partner Unit Holder hereby covenants and agrees with the Partnership for the benefit of the Partnership and all of its PartnersUnit Holders, that: that (i) it he is not currently making a market in Interests Units and will not in the future make a market in Interests; Units, (ii) it he will not Transfer its Interests his Units on an established securities market, a secondary market (or the substantial equivalent thereof) within the meaning of Code Section 7704(b) of the Code (and any Regulationsregulations, proposed regulations, revenue rulings, rulings or other official pronouncements of the Internal Revenue Service or Treasury Department that may be promulgated or published thereunder); , and (iii) in the event such Regulationsregulations, revenue rulings, rulings or other pronouncements treat any of or all arrangements that which facilitate the selling of partnership interests and that which are commonly referred to as “matching services” as being a secondary market or substantial equivalent thereof, it he will not Transfer any Interest Unit through a matching service that is not approved in advance by the General PartnerPartnership. Each Limited Partner Unit Holder further agrees that it he will not voluntarily Transfer any Interest Unit to any Person unless such Person agrees to be bound by this Section 8.8(a9.6(a) and to voluntarily Transfer such Interests Units only to Persons who agree to be similarly bound. The Partnership shall, from time to time, at the request of a Partner Unit Holder consider whether to approve a matching service and shall notify all Partners Unit Holders of any matching service that is so approved. (b) b. Each Limited Partner Unit Holder hereby represents and warrants to the Partnership and the Managing General Partner that such PartnerUnit Holder’s acquisition of Interests Units hereunder is made as principal for such PartnerUnit Holder’s own account and not for resale or distribution of such InterestsUnits. Each Limited Partner Unit Holder further hereby agrees that the following legend may be placed upon any counterpart of this Agreement, the Certificate, or any other document or instrument evidencing ownership of InterestsUnits: THE LIMITED PARTNERSHIP INTERESTS REPRESENTED BY THIS DOCUMENT HAVE NOT BEEN REGISTERED UNDER ANY SECURITIES LAWS AND THE TRANSFERABILITY OF SUCH INTERESTS IS RESTRICTED“The Partnership Units represented by this document have not been registered under any securities laws and the transferability of such Units is restricted. SUCH INTERESTS MAY NOT BE SOLDSuch Units may not be sold, ASSIGNED OR TRANSFERREDassigned or transferred, NOR WILL ANY ASSIGNEEnor will any assignee, VENDEEvendee, TRANSFEREE OR ENDORSEE THEREOF BE RECOGNIZED AS HAVING ACQURED ANY SUCH INTERESTS BY THE ISSUER FOR ANY PURPOSEStransferee or endorsee thereof be recognized as having acquired any such Units by the issuer for any purposes, UNLESS: unless (1i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF a registration statement under the Securities Act of 1933, AS AMENDEDas amended, WITH RESPECT TO SUCH INTERESTS SHALL THEN BE IN EFFECT AND SUCH TRANSFER HAS BEEN QUALIFIED UNDER ALL APPLICABLE STATE SECURITIES LAWS; OR with respect to the transfer of such Units shall then be in effect and such transfer has been qualified under all applicable state securities laws, or (2ii) THE AVAILABILITY OF AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION SHALL BE ESTABLISHED TO THE SATISFACTION OF COUNSEL TO THE PARTNERSHIPthe availability of an exemption from such registration and qualification shall be established to the satisfaction of counsel to the Partnership. THE INTERESTS REPRESENTED BY THIS DOCUMENT ARE SUBJECT TO FURTHER RESTRICTION AS TO THEIR SALEThe Partnership Units represented by this document are subject to further restriction as to their sale, TRANSFERtransfer, HYPOTHECATIONhypothecation or assignment as set forth in the Agreement of Limited Partnership and agreed to by each Partner. Said restriction provides, OR ASSIGNMENT AS SET FORTH IN THE AGREEMENT OF LIMITED PARTNERSHIP AND AGREED TO BY EACH LIMITED PARTNER. SAID RESTRICTION PROVIDESamong other things, AMONG OTHER THINGSthat no vendee, THAT NO INTEREST MAY BE TRANSFERRED WITHOUT FIRST OFFERING SUCH INTEREST TO THE OTHER LIMITED PARTNERS AND THE GENERAL PARTNERtransferee, AND THAT NO VENDEE, TRANSFEREE, ASSIGNEE, OR ENDORSEE SHALL HAVE THE RIGHT TO BECOME A SUBSTITUTED LIMITED PARTNER WITHOUT THE CONSENT OF THE GENERAL PARTNER AND A MAJORITY IN INTEREST OF THE LIMITED PARTNERSassignee or endorsee shall have the right to become a substituted Investor Partner without the consent of the Managing General Partner.”