Examples of Preferred Unit Purchaser in a sentence
The Preferred Unit Purchaser is duly organized and validly existing as a limited partnership and in good standing under the Laws of its state of formation, with all necessary power and authority to own properties and to conduct its business as currently conducted.
The Partnership has all requisite power and authority to issue, sell and deliver the [●] Preferred Units to be issued to the Preferred Unit Purchaser.
Except as set forth on Schedule 3.07, no authorization, consent, approval, waiver, license, qualification or written exemption from, nor any filing, declaration, qualification or registration with, any Governmental Authority or any other Person is required in connection with (a) the execution, delivery or performance by any of the Partnership of this Agreement or (b) the Partnership’s issuance at the Closing of the [●] Preferred Units issued to the Preferred Unit Purchaser.
Except as set forth on Schedule 4.04, no authorization, consent, approval, waiver, license, qualification or written exemption from, nor any filing, declaration, qualification or registration with, any Governmental Authority or any other Person is required in connection with the execution, delivery or performance by the Preferred Unit Purchaser of this Agreement.
On the terms and subject to the conditions hereof, the consummation of the funding of $[●] by the Preferred Unit Purchaser shall take place on the Closing Date at the offices of Xxxxxxxx and Xxxxx LLP located at 000 Xxxxxx Xxxxxx, Suite 3300, Houston, Texas 77002.
This Agreement constitutes a legal, valid and binding obligation of the Preferred Unit Purchaser; except as, the enforceability hereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity and except as the rights to indemnification may be limited by applicable Law (regardless of whether such enforceability is considered in a proceeding in equity or at law).
The Preferred Unit Purchaser has such knowledge, sophistication and experience in financial and business matters so as to be capable of evaluating the merits and risks of its proposed investment in the Purchased Preferred Units and is capable of bearing the economic risk of such investment.
Both the Preferred Unit Purchaser and the Partnership hereby expressly acknowledge and agree that from and after the Closing, neither the Preferred Unit Purchaser nor the Partnership shall be liable for any inaccuracy or any breach of any representation made therein.
The Preferred Unit Purchaser is an “accredited investor” as that term is defined in Rule 501 of Regulation D (without regard to Rule 501(a)(4)) promulgated under the Securities Act.
At the Closing, on the terms set forth in this Agreement, the Preferred Unit Purchaser shall contribute and fund to the Partnership by wire transfer of immediately available funds an amount equal to $[●] in consideration for the issuance by the Partnership to the Preferred Unit Purchaser of [●] Preferred Units.