Sophisticated Purchaser; Restricted Securities Sample Clauses

Sophisticated Purchaser; Restricted Securities. TPTG is an informed and sophisticated buyer and has engaged expert advisors, experienced in the evaluation and purchase of businesses such as the business of Sellers. TPTG has undertaken such investigations and has been provided with and has evaluated such documents and information as it has deemed necessary to enable TPTG to make an informed decision with respect to the execution, delivery and performance of this Agreement. TPTG acknowledges that Sellers have made no representation or wan-anty as to the prospects, financial or otherwise, of Sellers' business. Purchaser agrees to accept Sellers' business as it exists on the Closing Date based upon its own inspection, examination and determination with respect thereto as to all matters and without reliance upon any express or implied representations or wan-anties of any nature made by or on behalf of or imputed to Sellers, except as expressly made in this Agreement. TPTG also understand that the Membership Interests being acquired are characterized as "restricted securities" under the federal and state securities laws inasmuch as they are being acquired in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under only in certain limited circumstances. In the absence of an effective registration statement covering the securities or an available exemption from registration under the Act, these securities must be held indefinitely.