Common use of Investment Intent; Accredited Investor Clause in Contracts

Investment Intent; Accredited Investor. (a) Each Transferor is acquiring the NGL Units for investment for its own account and not with a view to, or for sale in connection with, any distribution thereof; provided, at the direction of OWL, such NGL Units issuable to OWL hereunder shall be issued to the OWL Partners pursuant to Section 2.1(a)(i). Each Transferor (either alone or together with its advisors) is (i) a sophisticated investor with sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the NGL Units, (ii) has been provided with or has had the opportunity to obtain information as desired to evaluate the merits and risks of its investment in the NGL Units and (iii) is capable of bearing the economic risks of such investment. Transferor is aware that, when issued at Closing, the NGL Units (i) will not be registered under the Securities Act or under any state or foreign securities Laws and (ii) will constitute “restricted securities” under federal securities laws and that under such laws and applicable regulations, none of such NGL Units can be sold or otherwise disposed of without registration under the Securities Act or in reliance on an exemption therefrom or in transactions to which such registration requirements do not apply.

Appears in 3 contracts

Samples: LLC Interest Transfer Agreement, LLC Interest Transfer Agreement (NGL Energy Partners LP), LLC Interest Transfer Agreement (NGL Energy Partners LP)

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Investment Intent; Accredited Investor. (a) Each Transferor is acquiring the NGL Units for investment for its own account and not with a view to, or for sale in connection with, any distribution thereof; provided, at the direction of OWL, such NGL Units issuable to OWL hereunder shall be issued to the OWL Partners pursuant to Section 2.1(a)(i). Each Transferor (either alone or together with its advisors) is (i) a sophisticated investor with sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the NGL Units, (ii) has been provided with or has had the opportunity to obtain information as desired to evaluate the merits and risks of its investment in the NGL Units and (iii) is capable of bearing the economic risks of such investment. Transferor is aware that, when issued at Closing, the NGL Units (i) will not be registered under the Securities Act or under any state or foreign securities Laws and (ii) will constitute “restricted securities” under federal securities laws and that under such laws and applicable regulations, none of such NGL Units can be sold or otherwise disposed of without registration under the Securities Act or in reliance on an exemption therefrom or in transactions to which such registration requirements do not apply.

Appears in 1 contract

Samples: Interest Transfer Agreement (NGL Energy Partners LP)

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