OP UNIT RECIPIENT REPRESENTATIONS Clause Samples

OP UNIT RECIPIENT REPRESENTATIONS. Transferor hereby represents and warrants and agrees as of the Closing Date, on behalf of itself and each of the OP Unit Recipients (and in so doing represents that it has the authority from the OP Unit Recipients to make the representations, warranties, acknowledgements and agreements made in this Agreement on their behalf): (a) The Partners identified on EXHIBIT "A-1" attached hereto, constitute all of the partners of the Partnership and no other person or entity has any claim or interest in any of the Property. (b) Transferor and each of the OP Unit Recipients is, and at the Closing will be, either (i) an "Accredited Investor," as defined in Rule 501 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the "ACT"), or (ii) a person or entity with such knowledge and experience in financial and business matters that such OP Unit Recipient is capable of evaluating the merits and risks of an investment in OP Units. (c) Transferor and each of the OP Unit Recipients (i) have received and reviewed that certain Private Placement Memorandum, dated as of December 5, 1996, and (ii) have had access to such additional financial and other information, and have been afforded the opportunity to ask questions of representatives of Transferee, and to receive answers to those questions, as they have deemed necessary in connection with the acquisition of the OP Units that may be acquired pursuant hereto. (d) Transferor and each of the OP Unit Recipients (i) acknowledge that the OP Units that will be acquired pursuant to this Agreement are being acquired in transactions not involving any public offering within the meaning of the Act, and that the OP Units have not been registered and may never be registered under the Act, and (ii) agree not to offer, sell, transfer or otherwise dispose of all or any portion of the OP Units in the absence of registration under the Act unless they deliver to Transferee an opinion of counsel reasonably satisfactory to Transferee, in form and substance satisfactory to Transferee, to the effect that the proposed sale, transfer or other disposition may be effected without registration under the Act and under applicable state securities or blue sky laws. (e) Transferor and each of the OP Unit Recipients acknowledge and agree that the OP Units will be in the form of physical certificates and that unless such OP Units shall have been registered under the Act, the certificates will bear a legend to the followi...