Common use of Securities Laws Representations Clause in Contracts

Securities Laws Representations. Each Member, by executing this Agreement, hereby represents and warrants to the Company and to the Members that such Member (a) is aware that the acquisition of its Interest in the Company has not been registered under the Securities Act of 1933, as amended, or qualified under the securities laws of any state, (b) is acquiring its Interest in the Company solely for its own account and not for the account of any other Person, for investment only, and not with a view to or for sale in connection with any distribution of such Interest, (c) understands that the sale, pledge, assignment or other transfer of its Interest in the Company is limited by this Agreement and in any event may not be effected unless (i) the Transfer is registered and qualified under applicable securities laws, or is effected as a non-public offering that is exempt from the registration and qualification requirements of applicable securities laws, and (ii) the Person acquiring such Interest represents and warrants to the Company and to the Members that such Person is acquiring its Interest in the Company solely for its own account and not for the account of any other Person, for investment only, and not with a view to or for sale in connection with any distribution of such Interest, (d) has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of acquiring its Interest in the Company, (e) acknowledges that there is no guarantee that the Company will be a financial success, and is able to bear the economic risk of the loss of its Interest in the Company, and (f) acknowledges that the Company and the Members are relying on the foregoing representations.

Securities Laws Representations. Each MemberPartner, by executing this Agreement, hereby represents and warrants to the Company Partnership and to the Members General Partner that such Member Partner (ai) is aware that the acquisition of its Interest in the Company Partnership has not been registered under the Securities Act of 1933, as amended, or qualified under the securities laws of any statestate or other jurisdiction, (bii) is acquiring its Interest in the Company Partnership solely for its own account and not for the account of any other Person, for investment only, and not with a view to or for sale in connection with any distribution of such Interest, (ciii) understands that the saleresale, pledge, assignment Assignment or other transfer Transfer of its Interest in the Company Partnership is limited by this Agreement and in any event may not be effected unless (iA) the Transfer transfer is registered and qualified under applicable securities laws, or is effected as a non-public offering that is exempt from the registration and qualification requirements of applicable securities laws, and (iiB) the Person acquiring such Interest represents and warrants to the Company Partnership and to the Members General Partner that such Person is acquiring its Interest in the Company Partnership solely for its own account and not for the account of any other Person, for investment only, and not with a view to or for sale in connection with any distribution of such Interest, (div) has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of acquiring its Interest in the CompanyPartnership, (ev) acknowledges that there is no guarantee that the Company Partnership will be a financial success, and is able to bear the economic risk of the loss of its Interest in the CompanyPartnership, and (fvi) acknowledges that the Company and the Members are General Partner is relying on the foregoing representations.

Securities Laws Representations. Each MemberPartner, by executing this Agreement, hereby represents and warrants to the Company Partnership and to the Members General Partner that such Member Partner (ai) is aware that the acquisition of its Interest in the Company Partnership has not been registered under the Securities Act of 1933, as amended, or qualified under the securities laws of any statestate or other jurisdiction, (bii) is acquiring its Interest in the Company Partnership solely for its own account and not for the account of any other Person, for investment only, and not with a view to or for sale in connection with any distribution of such Interest, (ciii) understands that the saleresale, pledge, assignment Assignment or other transfer Transfer of its Interest in the Company Partnership is limited by this Agreement and in any event may not be effected unless (iA) the Transfer transfer is registered and qualified under applicable securities laws, or is effected as a non-non public offering that is exempt from the registration and qualification requirements of applicable securities laws, and (iiB) the Person acquiring such Interest represents and warrants to the Company Partnership and to the Members General Partner that such Person is acquiring its Interest in the Company Partnership solely for its own account and not for the account of any other Person, for investment only, and not with a view to or for sale in connection with any distribution of such Interest, (div) has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of acquiring its Interest in the CompanyPartnership, (ev) acknowledges that there is no guarantee that the Company Partnership will be a financial success, and is able to bear the economic risk of the loss of its Interest in the CompanyPartnership, and (fvi) acknowledges that the Company and the Members are General Partner is relying on the foregoing representations.