Common use of Securities Law Matters; Transfer Restrictions Clause in Contracts

Securities Law Matters; Transfer Restrictions. (a) Contributor acknowledges that the Operating Partnership intends the offer and issuance of the Units to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) and applicable state securities laws by virtue of (i) the status of such Contributor as an “accredited investor” within the meaning of the federal securities laws, and (ii) Regulation D promulgated under Section 4(2) of the Securities Act (“Regulation D”), and that the Operating Partnership will rely in part upon the representations and warranties made by such Contributor in this Agreement in making the determination that the offer and issuance of the Units qualify for exemption under Rule 506 of Regulation D as an offer and sale only to “accredited investors.”

Appears in 3 contracts

Samples: Contribution Agreement (Gc Net Lease Reit, Inc.), Contribution Agreement (Gc Net Lease Reit, Inc.), Contribution Agreement (Gc Net Lease Reit, Inc.)

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Securities Law Matters; Transfer Restrictions. (a) Contributor acknowledges that the Operating Partnership intends the offer and issuance of the Units to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) and applicable state securities laws by virtue of (i) the status of such the Contributor as an “accredited investor” within the meaning of the federal securities laws, and (ii) Regulation D promulgated under Section 4(2) of the Securities Act (“Regulation D”), and that the Operating Partnership will rely in part upon the representations and warranties made by such the Contributor in this Agreement in making the determination that the offer and issuance of the Units qualify for exemption under Rule 506 of Regulation D as an offer and sale only to “accredited investors.”

Appears in 3 contracts

Samples: Contribution Agreement (U-Store-It Trust), Contribution Agreement (U-Store-It Trust), Contribution Agreement (U-Store-It Trust)

Securities Law Matters; Transfer Restrictions. (a) Contributor acknowledges and such Contributor’s respective Unit Recipient acknowledge that the Operating Partnership intends the offer and issuance of the Units to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) and applicable state securities laws by virtue of (i) the status of such Contributor Unit Recipient as an “accredited investor” within the meaning of the federal securities laws, and (ii) Regulation D promulgated under Section 4(2) of the Securities Act (“Regulation D”), and that the Operating Partnership will rely in part upon the representations and warranties made by such Contributor and such Contributor’s respective Unit Recipient in this Agreement in making the determination that the offer and issuance of the Units qualify for exemption under Rule 506 of Regulation D as an offer and sale only to “accredited investors.”

Appears in 2 contracts

Samples: Contribution Agreement (Gc Net Lease Reit, Inc.), Contribution Agreement (Gc Net Lease Reit, Inc.)

Securities Law Matters; Transfer Restrictions. (a) The Contributor acknowledges that the Operating Partnership Contributee intends the offer and issuance of the Class B OP Units to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) and applicable state securities laws Laws by virtue of (i) the status of such the Contributor as an “accredited investor” within the meaning of the federal securities lawsLaws, and (ii) Regulation D promulgated under Section 4(24(a)(2) of the Securities Act (“Regulation D”), and that the Operating Partnership Contributee will rely in part upon the representations and warranties made by such the Contributor in this Agreement in making the determination that the offer and issuance of the Class B OP Units qualify for exemption under Rule 506 of Regulation D as an offer and sale only to “accredited investors.”

Appears in 1 contract

Samples: Contribution and Purchase Agreement (Steadfast Apartment REIT, Inc.)

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Securities Law Matters; Transfer Restrictions. (a) The Contributor acknowledges that the Operating Partnership Contributee intends the offer and issuance of the OP Units hereunder to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) and applicable state securities laws Laws by virtue of (i) the status of such the Contributor as an “accredited investor” within the meaning of the federal securities lawsLaws, and (ii) Regulation D promulgated under Section 4(24(a)(2) of the Securities Act (“Regulation D”), and that the Operating Partnership Contributee will rely in part upon the representations and warranties made by such the Contributor in this Agreement in making the determination that the offer and issuance of the OP Units qualify for exemption under Rule 506 of Regulation D as an offer and sale only to “accredited investors.”

Appears in 1 contract

Samples: Contribution Agreement (Rw Holdings NNN Reit, Inc.)

Securities Law Matters; Transfer Restrictions. (a) Contributor acknowledges that the Operating Partnership Kite Realty intends the offer and issuance of the Units to be exempt from registration under the Securities Act of 1933, as amended (the "Securities Act") and applicable state securities laws by virtue of (i) the status of such Contributor as an "accredited investor" within the meaning of the federal securities laws, and (ii) Regulation D promulgated under Section 4(2) of the Securities Act ("Regulation D"), and that the Operating Partnership Kite Realty will rely in part upon the representations and warranties made by such Contributor in this Agreement in making the determination that the offer and issuance of the Units qualify for exemption under Rule 506 of Regulation D as an offer and sale only to "accredited investors."

Appears in 1 contract

Samples: Contribution Agreement (Kite Realty Group Trust)

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