Common use of Securities Laws and Related Matters Clause in Contracts

Securities Laws and Related Matters. (a) Purchaser is aware of the risks involved in purchasing the Equity Interests. Purchaser is knowledgeable, sophisticated and experienced in business and financial matters and fully understands the limitations on transfer imposed by the federal securities Laws and as described in this Agreement and related materials about or pertaining to the Equity Interests. Purchaser has received the related materials, including the Organizational Documents, has reviewed all documents and has had an opportunity to ask questions of, and to receive answers from, Seller or a person or persons authorized to act on its behalf, concerning the terms and conditions of an investment in the Equity Interests and the financial condition, affairs, and business of the Company and the Subsidiaries (other than Non-Disclosure Materials). (b) Purchaser understands that the offer and sale of Equity Interests have not been registered under the Securities Act of 1933 (as amended, and the rules and regulations promulgated thereunder, the “Securities Act”) or any state securities Laws and are instead being offered and sold in reliance on an exemption from such registration requirements and that Seller’s reliance on such exemption is predicated in part on the accuracy and completeness of the representations and warranties of Purchaser contained herein. The Equity Interests are being acquired by Purchaser solely for its own account, for investment purposes, and are not being acquired with a view to, or for offer or sale in connection with, any distribution, subdivision, or fractionalization of the Equity Interests, in violation of such Laws, and Purchaser does not have any present intention to enter into any contract, undertaking, agreement, or arrangement with respect to any such offer or sale. (c) Purchaser is able to bear the economic risk of holding the Equity Interests for an indefinite period and is able to afford the complete loss of its investment in the Equity Interests. Purchaser acknowledges that it is has been advised that the Equity Interests are “restricted securities” (unless registered in accordance with applicable U.S. federal securities Laws) under applicable federal securities Laws and may be disposed of only pursuant to an effective registration statement or an exemption from the registration requirements of the federal securities Laws. (d) Purchaser understands that no federal agency (including the Securities Exchange Commission) or state agency has made or will make any finding or determination as to the fairness of an investment in the Equity Interests (including as to the value of the consideration payable by Purchaser for the Equity Interests provided for herein). (e) Purchaser understands that there is no established public, private or other market for the Equity Interests and it is not anticipated that there will be any public, private or other market for the Equity Interests. (f) Purchaser understands that Rule 144 promulgated under the Securities Act is not available with respect to the sale of the Equity Interests. (g) Purchaser is an “accredited investor”, as that term is defined in Rule 501 of Regulation D under the Securities Act, and has previously provided Seller with a duly executed questionnaire confirming Purchaser’s accredited investor status. No event or circumstance has occurred since delivery of such questionnaire to make the statements therein false or misleading.

Securities Laws and Related Matters. (a) Purchaser is aware of the risks involved in purchasing the Equity Interests. Purchaser is knowledgeable, sophisticated and experienced in business and financial matters and fully understands the limitations on transfer imposed by the federal securities Laws and as described in this Agreement and related materials about or pertaining to the Equity Interests. Purchaser has received the related materials, including the Organizational Documents, has reviewed all documents and has had an opportunity to ask questions of, and to receive answers from, Seller or a person or persons authorized to act on its behalf, concerning the terms and conditions of an investment in the Equity Interests and the financial condition, affairs, and business of the Company and the Subsidiaries Subsidiary (other than Non-Disclosure Materials). (b) Purchaser understands that the offer and sale of Equity Interests have not been registered under the Securities Act of 1933 (as amended, and the rules and regulations promulgated thereunder, the “Securities Act”) or any state securities Laws and are instead being offered and sold in reliance on an exemption from such registration requirements and that Seller’s reliance on such exemption is predicated in part on the accuracy and completeness of the representations and warranties of Purchaser contained herein. The Equity Interests are being acquired by Purchaser solely for its own account, for investment purposes, and are not being acquired with a view to, or for offer or sale in connection with, any distribution, subdivision, or fractionalization of the Equity Interests, in violation of such Laws, and Purchaser does not have any present intention to enter into any contract, undertaking, agreement, or arrangement with respect to any such offer or sale. (c) Purchaser is able to bear the economic risk of holding the Equity Interests for an indefinite period and is able to afford the complete loss of its investment in the Equity Interests. Purchaser acknowledges that it is has been advised that the Equity Interests are “restricted securities” (unless registered in accordance with applicable U.S. federal securities Laws) under applicable federal securities Laws and may be disposed of only pursuant to an effective registration statement or an exemption from the registration requirements of the federal securities Laws. (d) Purchaser understands that no federal agency (including the Securities Exchange Commission) or state agency has made or will make any finding or determination as to the fairness of an investment in the Equity Interests (including as to the value of the consideration payable by Purchaser for the Equity Interests provided for herein). (e) Purchaser understands that there is no established public, private or other market for the Equity Interests and it is not anticipated that there will be any public, private or other market for the Equity Interests. (f) Purchaser understands that Rule 144 promulgated under the Securities Act is not available with respect to the sale of the Equity Interests. (g) Purchaser is an “accredited investor”, as that term is defined in Rule 501 of Regulation D under the Securities Act, and has previously provided Seller with a duly executed questionnaire confirming Purchaser’s accredited investor status. No event or circumstance has occurred since delivery of such questionnaire to make the statements therein false or misleading.