Not Securities. NLP acknowledges that, due to the nature of acquisition of a limited partnership interest and the structure of LP, NLP’s Limited Partnership Interest is not a security and is not subject to federal or state securities laws. Furthermore, based on the terms of the Partnership Agreement, NLP acknowledges that no interest in LP is a security interest and that all interests in LP are not subject to federal or state securities laws. THE LIMITED PARTNERSHIP INTEREST REPRESENTED BY THIS AGREEMENT HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER THE LAWS OF ANY STATE. SUCH INTEREST MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED, OR HYPOTHECATED TO ANY PERSON IN THE ABSENCE OF AN OPINION OF COUNSEL SATISFACTORY TO THE GENERAL PARTNER THAT SUCH REGISTRATION OR QUALIFICATION IS NOT REQUIRED. Gift/Return Agreement. The parties acknowledge that a Gift/Return Agreement, hereby incorporated by reference and included in this Agreement as EXHIBIT B, has been simultaneously executed with this Agreement and that both documents must be executed for either to take effect.
Not Securities. 6.1. NLP acknowledges that, due to the nature of acquisition of a limited partnership interest and the structure of LP, NLP’s Limited Partnership Interest is not a security and is not subject to federal or state securities laws. Furthermore, based on the terms of the Partnership Agreement, NLP acknowledges that no interest in LP is a security interest and that all interests in LP are not subject to federal or state securities laws.
Not Securities. NLP acknowledges that, due to the nature of acquisition of a nonprofit limited partnership interest and the structure of LP, NLP’s Limited Partnership Interest is not a security and is not subject to federal or state securities laws. Furthermore, based on the terms of the Partnership Agreement, NLP acknowledges that no interest in LP is a security interest and that all interests in LP are not subject to federal or state securities laws. THE LIMITED PARTNERSHIP INTEREST REPRESENTED BY THIS AGREEMENT HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER THE LAWS OF ANY STATE. SUCH INTEREST MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED, OR HYPOTHECATED TO ANY PERSON IN THE ABSENCE OF AN OPINION OF COUNSEL SATISFACTORY TO THE GENERAL PARTNER THAT SUCH REGISTRATION OR QUALIFICATION IS NOT REQUIRED.
Not Securities. The Collateral hereunder is not a "Security" under Article 8 of the UCC.
Not Securities. The Purchasers acknowledge that the Participation is being made at the Purchasers' request and suggestion based upon the Borrower's request to the Sellers, and is the purchase of an undivided, subordinate interest in an ordinary debt and related Collateral, if any. The Purchasers acknowledge that the Loan Documents, this Agreement and the Participation hereunder are not intended to constitute a security for purposes of any applicable securities law and are not being acquired with a view for resale that would violate any applicable securities law. The Purchasers are purchasing the Participation to assist the Borrower in meeting its immediate working capital needs which could not otherwise be met. Nothing herein contained shall create a partnership or joint venture or confer upon any of the parties hereto any interest in, or subject any of them to any liability for the business, assets, profits, losses or obligations of the other, except only for the transfer of the interest represented by the sale of the Participation in which the Purchasers are expressly hereunder participating with the Sellers. The execution of this Agreement shall not impose any fiduciary or other similar duty on the Sellers, Lenders or the Agent in relation to the Purchasers.
