Common use of Securities Act Requirements Clause in Contracts

Securities Act Requirements. Each Limited Partner represents that (a) its Units are being acquired for investment, with no present intention of distributing or selling any portion thereof or with a view to any distribution thereof within the meaning of the Securities Act, and (b) its financial condition is such that it is able to bear all risks of holding its Units for an indefinite period of time and that it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of acquisition of the Units and of making an informed investment decision with respect thereto; and (c) it will not offer or make a transfer of its Units unless it shall have delivered to the Partnership (i) an opinion of counsel satisfactory to the General Partner to the effect that no registration (or perfection of an exemption) under the Securities Act is required with respect to such transfer or (ii) such other evidence satisfactory to the General Partner that the transfer will not violate the Securities Act and other applicable state securities laws.

Securities Act Requirements. Each Limited Partner Member represents that (a) its Units are being acquired for investment, with no present intention of distributing or selling any portion thereof or with a view to any distribution thereof within the meaning of the Securities Act, and (b) its financial condition is such that it is able to bear all risks of holding its Units for an indefinite period of time and that it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of acquisition of the Units and of making an informed investment decision with respect thereto; and (c) it will not offer or make a transfer of its Units unless it shall have delivered to the Partnership Company (i) an opinion of counsel satisfactory to the General Partner Managers to the effect that no registration (or perfection of an exemption) under the Securities Act is required with respect to such transfer or (ii) such other evidence satisfactory to the General Partner Managers that the transfer will not violate the Securities Act and other applicable state securities laws.