Common use of Securities Act Representations Clause in Contracts

Securities Act Representations. (a) Such Asset Contributor is an Accredited Investor (as such term is used in Rule 501 under the Securities Act and as set forth in Exhibit G hereto), is able to bear the economic risk of its investment in the Common Units and has sufficient net worth to sustain a loss of its entire investment in the MLP without economic hardship if such loss should occur. Such Asset Contributor understands and acknowledges that the MLP, the GP and its directors, Affiliates, attorneys and agents are relying on this certification. (b) Such Asset Contributor understands that the acquisition of the Common Units involves numerous risks. Such Asset Contributor is capable of analyzing and investing in companies like the MLP and is capable of evaluating the merits and risks of its investment in the MLP and has the capacity to protect its own interests. To the extent necessary, such Asset Contributor has retained, at its own expense, and relied upon, appropriate professional advice regarding the investment, tax and legal merits and consequences of the acquisition of the Common Units and the other transactions contemplated by this Agreement, it being understood that neither the MLP, the GP, Intermediate GP, Intermediate Holdings, Holdings nor any other party in connection therewith has retained legal or financial advisors on behalf of such Asset Contributor. Further, such Asset Contributor acknowledges that Xxxxx Xxxxx L.L.P. has been retained as legal counsel only to the MLP and the Xxxxxxx Art Foundation in connection with the transactions contemplated by this Agreement and the proposed Initial Public Offering, and does not represent any other Party to this Agreement. (c) Such Asset Contributor has had an opportunity to discuss the MLP’s business, management and financial affairs with the members of the GP’s management. Such Asset Contributor has also had an opportunity to ask questions of the officers of the GP, which questions were answered to its satisfaction. Such Asset Contributor acknowledges that it is familiar with all aspects of the MLP’s business. Except as expressly set forth in Article V, such Asset Contributor has received no representations or warranties from the MLP, the GP, Intermediate GP, Intermediate Holdings, Holdings or their respective employees, Affiliates, attorneys, accountants or agents. (d) Such Asset Contributor is acquiring the Common Units solely for investment for its own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof that would cause such Asset Contributor to be deemed an “underwriter”, as defined in Section 2(11) of the Securities Act, or that would require registration under the Securities Act or applicable state or other securities laws. Such Asset Contributor acknowledges and understands that the Common Units have not been registered under the Securities Act or applicable state and other securities laws and that any certificate representing such Common Units will bear a legend to the foregoing effect. (e) Such Asset Contributor acknowledges that the Common Units being acquired by such Asset Contributor were not offered to such Asset Contributor by means of publicly disseminated advertisements or sales literature, nor is such Asset Contributor aware of any offers made to any other Contributing Party by such means. (f) Such Asset Contributor acknowledges and understands that it must bear the economic risk of its investment in the Common Units for an indefinite period of time because the Common Units must be held indefinitely unless subsequently registered under the Securities Act and applicable state and other securities laws or unless an exemption from such registration is available.

Securities Act Representations. (a) Such Asset Contributor Contributing Party is an Accredited Investor (as such term is used in Rule 501 under the Securities Act and as set forth in Exhibit G heretoAct), is able to bear the economic risk of its investment in the Common Units contemplated hereby and has sufficient net worth to sustain a loss of its entire investment in Remora Holdings and the MLP Company without economic hardship if such loss should occur. Such Asset Contributor Contributing Party understands and acknowledges that the MLP, the GP Company and its directors, Affiliates, attorneys and agents are relying on this certification. (b) Such Asset Contributor understands that the acquisition of the Common Units involves numerous risks. Such Asset Contributor is capable of analyzing and investing in companies like the MLP and is capable of evaluating the merits and risks of its investment in the MLP and has the capacity to protect its own interests. To the extent necessary, such Asset Contributor has retained, at its own expense, and relied upon, appropriate professional advice regarding the investment, tax and legal merits and consequences of the acquisition of the Common Units and the other transactions contemplated by this Agreement, it being understood that neither the MLP, the GP, Intermediate GP, Intermediate Holdings, Holdings nor any other party in connection therewith has retained legal or financial advisors on behalf of such Asset Contributor. Further, such Asset Contributor acknowledges that Xxxxx Xxxxx L.L.P. has been retained as legal counsel only to the MLP and the Xxxxxxx Art Foundation in connection with the transactions contemplated by this Agreement and the proposed Initial Public Offering, and does not represent any other Contributing Party to this Agreement. (c) Such Asset Contributor has had an opportunity to discuss the MLPCompany’s business, management and financial affairs with the members of the GPCompany’s management. Such Asset Contributor Contributing Party has also had an opportunity to ask questions of the officers of the GPCompany, which questions were answered to its satisfaction. Such Asset Contributor Contributing Party acknowledges that it is familiar with all aspects of the MLPCompany’s business. Except as expressly set forth in Article ARTICLE IV and ARTICLE V, such Asset Contributor Contributing Party has received no representations or warranties from the MLPCompany, the GP, Intermediate GP, Intermediate Remora Holdings, Holdings or their respective employees, Affiliates, attorneys, accountants or agents. (dc) Such Asset Contributor Contributing Party is acquiring the Common RH Units solely for investment for its own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof that would cause such Asset Contributor Contributing Party to be deemed an “underwriter”, as defined in Section 2(11) of the Securities Act, or that would require registration under the Securities Act or applicable state or other securities laws. Such Asset Contributor Contributing Party acknowledges and understands that the Common RH Units have not been registered under the Securities Act or applicable state and other securities laws and that any certificate representing such Common RH Units will bear a legend to the foregoing effect. (ed) Such Asset Contributor Contributing Party acknowledges that the Common RH Units being acquired by such Asset Contributor Contributing Party were not offered to such Asset Contributor Contributing Party by means of publicly disseminated advertisements or sales literature, nor is such Asset Contributor Contributing Party aware of any offers made to any other Contributing Party by such means. (fe) Such Asset Contributor Contributing Party acknowledges and understands that it must bear the economic risk of its investment in the Common RH Units for an indefinite period of time because the Common RH Units must be held indefinitely unless subsequently registered under the Securities Act and applicable state and other securities laws or unless an exemption from such registration is available.

Securities Act Representations. (a) Such Asset Equity Contributor is an Accredited Investor (as such term is used in Rule 501 under the Securities Act and as set forth in Exhibit G hereto), is able to bear the economic risk of its investment in the Common Units and has sufficient net worth to sustain a loss of its entire investment in the MLP without economic hardship if such loss should occur. Such Asset Equity Contributor understands and acknowledges that the MLP, the GP and its directors, Affiliates, attorneys and agents are relying on this certification. (b) Such Asset Equity Contributor understands that the acquisition of the Common Units involves numerous risks. Such Asset Equity Contributor is capable of analyzing and investing in companies like the MLP and is capable of evaluating the merits and risks of its investment in the MLP and has the capacity to protect its own interests. To the extent necessary, such Asset Equity Contributor has retained, at its own expense, and relied upon, appropriate professional advice regarding the investment, tax and legal merits and consequences of the acquisition of the Common Units and the other transactions contemplated by this Agreement, it being understood that neither the MLP, the GP, Intermediate GP, Intermediate Holdings, Holdings nor any other party in connection therewith has retained legal or financial advisors on behalf of such Asset Equity Contributor. Further, such Asset Equity Contributor acknowledges that Xxxxx Xxxxx L.L.P. has been retained as legal counsel only to the MLP and the Xxxxxxx Art Foundation in connection with the transactions contemplated by this Agreement and the proposed Initial Public Offering, and does not represent any other Party to this Agreement. (c) Such Asset Equity Contributor has had an opportunity to discuss the MLP’s business, management and financial affairs with the members of the GP’s management. Such Asset Equity Contributor has also had an opportunity to ask questions of the officers of the GP, which questions were answered to its satisfaction. Such Asset Equity Contributor acknowledges that it is familiar with all aspects of the MLP’s business. Except as expressly set forth in Article V, such Asset Equity Contributor has received no representations or warranties from the MLP, the GP, Intermediate GP, Intermediate Holdings, Holdings or their respective employees, Affiliates, attorneys, accountants or agents. (d) Such Asset Equity Contributor is acquiring the Common Units solely for investment for its own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof that would cause such Asset Equity Contributor to be deemed an “underwriter”, as defined in Section 2(11) of the Securities Act, or that would require registration under the Securities Act or applicable state or other securities laws. Such Asset Equity Contributor acknowledges and understands that the Common Units have not been registered under the Securities Act or applicable state and other securities laws and that any certificate representing such Common Units will bear a legend to the foregoing effect. (e) Such Asset Equity Contributor acknowledges that the Common Units being acquired by such Asset Equity Contributor were not offered to such Asset Equity Contributor by means of publicly disseminated advertisements or sales literature, nor is such Asset Equity Contributor aware of any offers made to any other Contributing Party by such means. (f) Such Asset Equity Contributor acknowledges and understands that it must bear the economic risk of its investment in the Common Units for an indefinite period of time because the Common Units must be held indefinitely unless subsequently registered under the Securities Act and applicable state and other securities laws or unless an exemption from such registration is available.

Securities Act Representations. (a) Such Asset Contributor is an Accredited Investor (as such term is used in Rule 501 under the Securities Act and as set forth in Exhibit G hereto), is able to bear the economic risk of its investment in the Common Units and has sufficient net worth to sustain a loss of its entire investment in the MLP without economic hardship if such loss should occur. Such Asset Contributor understands and acknowledges that the MLP, the GP and its directors, Affiliates, attorneys and agents are relying on this certification. (b) Such Asset Contributor understands that the acquisition of the Common Units involves numerous risks. Such Asset Contributor is capable of analyzing and investing in companies like the MLP and is capable of evaluating the merits and risks of its investment in the MLP and has the capacity to protect its own interests. To the extent necessary, such Asset Contributor has retained, at its own expense, and relied upon, appropriate professional advice regarding the investment, tax and legal merits and consequences of the acquisition of the Common Units and the other transactions contemplated by this Agreement, it being understood that neither the MLP, the GP, Intermediate GP, Intermediate Holdings, Holdings nor any other party in connection therewith has retained legal or financial advisors on behalf of such Asset Contributor. Further, such Asset Contributor acknowledges that Xxxxx Xxxxx L.L.P. has been retained as legal counsel only to the MLP and the Xxxxxxx Art Foundation in connection with the transactions contemplated by this Agreement and the proposed Initial Public Offering, and does not represent any other Party to this Agreement. (c) Such Asset Contributor has had an opportunity to discuss the MLP’s business, management and financial affairs with the members of the GP’s management. Such Asset Contributor has also had an opportunity to ask questions of the officers of the GP, which questions were answered to its satisfaction. Such Asset Contributor acknowledges that it is familiar with all aspects of the MLP’s business. Except as expressly set forth in Article Vcontemplated hereby, such Asset Contributor has received no representations or warranties from the MLP, the GP, Intermediate GP, Intermediate Holdings, Holdings or their respective employees, Affiliates, attorneys, accountants or agents. (d) Such Asset Contributor Capital Z Party is acquiring its portion of the Common Units solely Vesta Shares for investment for its own account, not as a nominee or agent, and not with a view to the view to, resale or for resale distribution of any part thereof in connection with, any distribution thereof that would cause such Asset Contributor to be deemed an “underwriter”, as defined in Section 2(11) violation of the Securities Act of 1933, as amended (the "Securities Act"). Except as expressly contemplated hereby, such Capital Z Party does not have any present intention of selling, granting any participation in, or that would require otherwise distributing the Vesta Shares it is purchasing otherwise than pursuant to an effective registration statement under the Securities Act or applicable state or other securities laws. Such Asset Contributor acknowledges and understands that in a transaction exempt from the Common Units have not been registered under the Securities Act or applicable state and other securities laws and that any certificate representing such Common Units will bear a legend to the foregoing effect. (e) Such Asset Contributor acknowledges that the Common Units being acquired by such Asset Contributor were not offered to such Asset Contributor by means of publicly disseminated advertisements or sales literature, nor is such Asset Contributor aware of any offers made to any other Contributing Party by such means. (f) Such Asset Contributor acknowledges and understands that it must bear the economic risk of its investment in the Common Units for an indefinite period of time because the Common Units must be held indefinitely unless subsequently registered registration requirements under the Securities Act and applicable state and other securities laws. Except as expressly contemplated hereby, such Capital Z Party 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 Vesta Shares it is purchasing. (b) Such Capital Z Party acknowledges that the issuance of its portion of the Vesta Shares will not be registered under the Securities Act or any state securities laws on the basis of a claimed exemption by Vesta that the issuance of the Vesta Shares as provided for herein is exempt from registration under the Securities Act and applicable state securities laws. Such Capital Z Party acknowledges that the availability of such exemption is predicated in part on such Capital Z Party's representations set forth in this Article 3 and that Vesta is relying on such representations. (c) Such Capital Z Party has received all the information it considers necessary or unless appropriate for deciding whether to accept the Vesta Shares it is purchasing. Such Capital Z Party has had an opportunity to ask questions of and to receive answers from Vesta regarding the terms and conditions of the issuance of the Vesta Shares it is purchasing and the business, properties, financial condition and prospects of Vesta and to obtain additional information (to the extent Vesta possessed such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to such Capital Z Party or to which such Capital Z Party had access. (d) Such Capital Z Party acknowledges that it is able to bear the economic risk of the investment in the Vesta Shares it is purchasing, and has such knowledge and experience in financial and business matters that it is capable of evaluating the benefits and risks of the investment in the Vesta Shares it is purchasing. (e) Such Capital Z Party is an "accredited investor" as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. (f) Such Capital Z Party acknowledges that the Vesta Shares it is purchasing may not be sold, transferred or otherwise disposed of without registration under the Securities Act or an applicable exemption therefrom and that in the absence of any effective registration statement covering such Vesta Shares or an available exemption from registration under the Securities Act, such registration Company Shares must be held indefinitely. Such Capital Z Party further acknowledges that the Vesta Shares it is availablepurchasing may not be sold pursuant to Rule 144 promulgated under the Securities Act unless all of the conditions of that rule are met. (g) Such Capital Z Party acknowledges that each certificate representing any of the Vesta Shares it is purchasing will be endorsed with a legend substantially similar to the following: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR PURSUANT TO THE SECURITIES OR "BLUE SKY" LAWS OF ANY STATE. SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED, EXCEPT PURSUANT TO (i) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER SUCH ACT, (ii) RULE 144 UNDER SUCH ACT, OR (iii) ANY OTHER EXEMPTION FROM REGISTRATION UNDER SUCH ACT.

Securities Act Representations. (a) Such Asset Contributor is an Accredited Investor (as such term is used in Rule 501 under the Securities Act and as set forth in Exhibit G hereto), is able to bear the economic risk of its investment in the Common Units and has sufficient net worth to sustain a loss of its entire investment in the MLP without economic hardship if such loss should occur. Such Asset Contributor understands and acknowledges that the MLP, the GP and its directors, Affiliates, attorneys and agents are relying on this certification. (b) Such Asset Contributor understands that the acquisition of the Common Units involves numerous risks. Such Asset Contributor is capable of analyzing and investing in companies like the MLP and is capable of evaluating the merits and risks of its investment in the MLP and has the capacity to protect its own interests. To the extent necessary, such Asset Contributor has retained, at its own expense, and relied upon, appropriate professional advice regarding the investment, tax and legal merits and consequences of the acquisition of the Common Units and the other transactions contemplated by this Agreement, it being understood that neither the MLP, the GP, Intermediate GP, Intermediate Holdings, Holdings nor any other party in connection therewith has retained legal or financial advisors on behalf of such Asset Contributor. Further, such Asset Contributor acknowledges that Xxxxx Xxxxx L.L.P. has been retained as legal counsel only to the MLP and the Xxxxxxx Art Foundation in connection with the transactions contemplated by this Agreement and the proposed Initial Public Offering, and does not represent any other Party to this Agreement. (c) Such Asset Contributor has had an opportunity to discuss the MLP’s business, management and financial affairs with the members of the GP’s management. Such Asset Contributor has also had an opportunity to ask questions of the officers of the GP, which questions were answered to its satisfaction. Such Asset Contributor acknowledges that it is familiar with all aspects of the MLP’s business. Except as expressly set forth in Article V, such Asset Contributor has received no representations or warranties from the MLP, the GP, Intermediate GP, Intermediate Holdings, Holdings or their respective employees, Affiliates, attorneys, accountants or agents. (d) Such Asset Contributor Seller is acquiring the Common Units solely Lamax Xxxres for investment for its own account, not as a nominee or agent, and not with a view to the view to, resale or for resale distribution of any part thereof in connection with, any distribution thereof that would cause such Asset Contributor to be deemed an “underwriter”, as defined in Section 2(11) violation of the Securities Act. Seller does not have any present intention of selling, granting any participation in, or that would require otherwise distributing the Lamax Xxxres otherwise than pursuant to an effective registration statement under the Securities Act or applicable state or other securities laws. Such Asset Contributor acknowledges and understands that in a transaction exempt from the Common Units have not been registered under the Securities Act or applicable state and other securities laws and that any certificate representing such Common Units will bear a legend to the foregoing effect. (e) Such Asset Contributor acknowledges that the Common Units being acquired by such Asset Contributor were not offered to such Asset Contributor by means of publicly disseminated advertisements or sales literature, nor is such Asset Contributor aware of any offers made to any other Contributing Party by such means. (f) Such Asset Contributor acknowledges and understands that it must bear the economic risk of its investment in the Common Units for an indefinite period of time because the Common Units must be held indefinitely unless subsequently registered registration requirements under the Securities Act and applicable state and other securities laws. Seller 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 Lamax Xxxres. (b) Seller acknowledges that the issuance of the Lamax Xxxres will not be registered under the Securities Act or any state securities laws on the basis of a claimed exemption by Purchaser that the issuance of the Lamax Xxxres as provided for herein is exempt from registration under the Securities Act and applicable state securities laws. Seller acknowledges that the availability of such exemptions is predicated in part on Seller's representations set forth in this Section and that Purchaser is relying on such representations. (c) Seller has received all the information it considers necessary or unless appropriate for deciding whether to accept the Lamax Xxxres. Seller has had an opportunity to ask questions of and to receive answers from Purchaser regarding the terms and conditions of the issuance of the Lamax Xxxres and the business, properties, financial condition and prospects of Seller and to obtain additional information (to the extent Seller possessed such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to Seller or to which Seller had access. (d) Seller acknowledges that it is able to bear the economic risk of the investment in the Lamax Xxxres, and has such knowledge and experience in financial and business matters that it is capable of evaluating the benefits and risks of the investment in the Lamax Xxxres. (e) Seller is an "accredited investor" as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. (f) Seller acknowledges that the Lamax Xxxres may not be sold, transferred or otherwise disposed of without registration under the Securities Act or an applicable exemption therefrom and that in the absence of any effective registration statement covering the Lamax Xxxres or an available exemption from such registration is available.under the Securities Act, the Lamax Xxxres must be held indefinitely. Seller further acknowledges that the Lamax Xxxres may not be

Securities Act Representations. (a) Such Asset Contributor is an Accredited Investor (as such term is used in Rule 501 under Burlington represents that it understands that the Stock Consideration will not be registered pursuant to the registration requirements of the Securities Act (as hereinafter defined) and as set forth in Exhibit G hereto), is able to bear the economic risk of its investment in the Common Units and has sufficient net worth to sustain a loss of its entire investment in the MLP without economic hardship if such loss should occur. Such Asset Contributor understands and acknowledges that the MLP, the GP and its directors, Affiliates, attorneys and agents are relying on this certification. (b) Such Asset Contributor understands that the acquisition of the Common Units involves numerous risks. Such Asset Contributor is capable of analyzing and investing in companies like the MLP and is capable of evaluating the merits and risks of its investment in the MLP and has the capacity to protect its own interests. To the extent necessary, such Asset Contributor has retained, at its own expense, and relied upon, appropriate professional advice regarding the investment, tax and legal merits and consequences of the acquisition of the Common Units and the other transactions contemplated by this Agreement, it being understood that neither the MLP, the GP, Intermediate GP, Intermediate Holdings, Holdings nor any other party in connection therewith has retained legal or financial advisors on behalf resale of such Asset Contributorshares is subject to certain restrictions hereunder and under federal and state securities laws. Further, such Asset Contributor acknowledges that Xxxxx Xxxxx L.L.P. has been retained as legal counsel only to the MLP and the Xxxxxxx Art Foundation in connection with the transactions contemplated by this Agreement and the proposed Initial Public Offering, and does not represent any other Party to this Agreement. (c) Such Asset Contributor has had an opportunity to discuss the MLP’s business, management and financial affairs with the members of the GP’s management. Such Asset Contributor has also had an opportunity to ask questions of the officers of the GP, which questions were answered to its satisfaction. Such Asset Contributor acknowledges Burlington represents that it is familiar with all aspects of the MLP’s business. Except as expressly set forth in Article V, acquiring such Asset Contributor has received no representations or warranties from the MLP, the GP, Intermediate GP, Intermediate Holdings, Holdings or their respective employees, Affiliates, attorneys, accountants or agents. (d) Such Asset Contributor is acquiring the Common Units solely for investment shares for its own account, not as a nominee or agent, and not with a view to the view to, or for resale in connection with, any distribution thereof that would cause such Asset Contributor to be deemed an “underwriter”, as defined in Section 2(11) violation of the Securities Act, or that would require registration under the Securities Act or applicable state or other securities laws. Such Asset Contributor acknowledges Burlington further represents that it has been advised and understands that the since such APRO Common Units have Stock has not been registered under the Securities Act or applicable state and other securities laws and that any certificate representing Act, such APRO Common Units will bear a legend to the foregoing effect. (e) Such Asset Contributor acknowledges that the Common Units being acquired by such Asset Contributor were not offered to such Asset Contributor by means of publicly disseminated advertisements or sales literature, nor is such Asset Contributor aware of any offers made to any other Contributing Party by such means. (f) Such Asset Contributor acknowledges and understands that it must bear the economic risk of its investment in the Common Units for an indefinite period of time because the Common Units Stock must be held indefinitely unless subsequently (A) the distribution of such APRO Common Stock has been registered under the Securities Act and applicable state Act, (B) a sale of such APRO Common Stock is made in conformity with the holding period, volume and other securities laws limitations of Rule 144 promulgated by the SEC under the Securities Act, or unless an (C) in the opinion of counsel reasonably acceptable to APRO, some other exemption from such registration is availableavailable with respect to any proposed sale, transfer or other disposition of such APRO Common Stock. (b) Burlington represents that it has been advised and understands that, subject to applicable securities laws, stop transfer instructions will be given to APRO’s transfer agent with respect to such shares of APRO Common Stock and that a legend setting forth the following restrictions on transfer will be set forth on the certificates for such shares of APRO Common Stock or any substitutions therefor: “THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE. NEITHER THE SHARES EVIDENCED BY THIS CERTIFICATE NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE PLEDGED, HYPOTHECATED OR TRANSFERRED IN THE ABSENCE OF (i) REGISTRATION UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES OR BLUE SKY LAWS OR (ii) A VALID EXEMPTION THEREFROM.” (c) Burlington is an “accredited investor” (as such term is defined in Regulation D under the Securities Act) with respect to APRO.