Common use of Representations of Recipient Clause in Contracts

Representations of Recipient. In connection with the issuance of the Incentive Units hereunder, the Recipient represents and warrants to Switch that: 3.1. the Recipient is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act; 3.2. the Recipient understands that he must bear the economic risk of an investment in Incentive Units for an indefinite period of time because, among other reasons, the offering and sale of the Incentive Units have not been registered under the Securities Act or under the securities laws of applicable states or any other applicable jurisdiction whatsoever, and no such registration is contemplated. Therefore, the Incentive Units cannot be sold, resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under the securities and similar laws of each applicable jurisdiction, or unless exemptions from such registration requirements are available. The Recipient hereby agrees that he will not, directly or indirectly, assign, transfer, offer, sell, pledge, hypothecate or otherwise dispose of all or any part of such Incentive Units (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of all or any part of the Incentive Units) except in accordance with: (a) the registration provisions of the Securities Act or an exemption from such registration provisions, (b) the securities and similar laws of each applicable jurisdiction, and (c) the terms of this Agreement and the Operating Agreement. The Recipient also understands that Switch is under no obligation to register the offer or sale of any Incentive Units on his behalf in any jurisdiction whatsoever or to assist the Recipient in complying with any exemption from registration under the Securities Act or under the securities or similar laws of any jurisdiction whatsoever; 3.3. the Recipient has carefully reviewed, and is familiar with the terms and condition of, this Agreement and the Operating Agreement; 3.4. the Recipient has had an opportunity to ask questions and receive answers concerning Switch and the Incentive Units as the Recipient has requested and the Recipient has obtained all additional information requested by it of Switch in connection herewith; 3.5. the Recipient is acquiring the Incentive Units for the Recipient’s own account, for investment purposes only, and not with a view to or for sale in connection with any distribution of all or any part of such Incentive Units; 3.6. the Recipient has such knowledge and experience in financial affairs that the Recipient is capable of evaluating the merits and risks of the acquisition of Incentive Units, and the Recipient has not relied in connection with this Agreement upon any oral or written representations, warranties or agreements made by or with Switch or any officer, employee or agent of any of them, other than those set forth in this Agreement and the Operating Agreement; 3.7. the Recipient’s financial situation is such that the Recipient can afford to bear the economic risk of holding the Incentive Units as an illiquid investment for an indefinite period of time, and the Recipient can afford to suffer the complete loss of the Incentive Units; 3.8. the Recipient understands that the Recipient’s ownership of the Incentive Units will have tax consequences to the Recipient, including, without limitation, responsibility to pay taxes as a result of Switch profits allocated to the Recipient pursuant to the Operating Agreement, and the Recipient has had ample opportunity to discuss the foregoing matters with Recipient’s tax advisor; and 3.9. this Agreement constitutes the legal, valid and binding obligation of the Recipient, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by the Recipient does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which the Recipient is a party or any judgment, order or decree to which the Recipient is subject.

Representations of Recipient. In connection with the issuance of the LTIP Incentive Units hereunder, the Recipient represents and warrants to Switch that: 3.1. the Recipient is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act; 3.2. the Recipient understands that he must bear the economic risk of an investment in LTIP Incentive Units for an indefinite period of time because, among other reasons, the offering and sale of the LTIP Incentive Units have not been registered under the Securities Act or under the securities laws of applicable states or any other applicable jurisdiction whatsoever, and no such registration is contemplated. Therefore, the LTIP Incentive Units cannot be sold, resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under the securities and similar laws of each applicable jurisdiction, or unless exemptions from such registration requirements are available. The Recipient hereby agrees that he will not, directly or indirectly, assign, transfer, offer, sell, pledge, hypothecate or otherwise dispose of all or any part of such LTIP Incentive Units (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of all or any part of the LTIP Incentive Units) except in accordance with: (a) the registration provisions of the Securities Act or an exemption from such registration provisions, (b) the securities and similar laws of each applicable jurisdiction, and (c) the terms of this Agreement and the Operating Agreement. The Recipient also understands that Switch is under no obligation to register the offer or sale of any LTIP Incentive Units on his behalf in any jurisdiction whatsoever or to assist the Recipient in complying with any exemption from registration under the Securities Act or under the securities or similar laws of any jurisdiction whatsoever; 3.3. the Recipient has carefully reviewed, and is familiar with the terms and condition of, this Agreement and the Operating Agreement; 3.4. the Recipient has had an opportunity to ask questions and receive answers concerning Switch and the LTIP Incentive Units as the Recipient has requested and the Recipient has obtained all additional information requested by it of Switch in connection herewith; 3.5. the Recipient is acquiring the LTIP Incentive Units for the Recipient’s own account, for investment purposes only, and not with a view to or for sale in connection with any distribution of all or any part of such LTIP Incentive Units; 3.6. the Recipient has such knowledge and experience in financial affairs that the Recipient is capable of evaluating the merits and risks of the acquisition of LTIP Incentive Units, and the Recipient has not relied in connection with this Agreement upon any oral or written representations, warranties or agreements made by or with Switch or any officer, employee or agent of any of them, other than those set forth in this Agreement and the Operating Agreement; 3.7. the Recipient’s financial situation is such that the Recipient can afford to bear the economic risk of holding the LTIP Incentive Units as an illiquid investment for an indefinite period of time, and the Recipient can afford to suffer the complete loss of the LTIP Incentive Units; 3.8. the Recipient understands that the Recipient’s ownership of the LTIP Incentive Units will have tax consequences to the Recipient, including, without limitation, responsibility to pay taxes as a result of Switch profits allocated to the Recipient pursuant to the Operating Agreement, and the Recipient has had ample opportunity to discuss the foregoing matters with Recipient’s tax advisor; and 3.9. this Agreement constitutes the legal, valid and binding obligation of the Recipient, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by the Recipient does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which the Recipient is a party or any judgment, order or decree to which the Recipient is subject.