SELLERS'
REALIZATION OF THE BENEFITS OF THIS AGREEMENT.
5.4.
ELIGIBILITY.
BUYER HAS NO REASON TO BELIEVE
THAT IT WILL NOT BE APPROVED AS A TRANSFEREE OR SUBSTITUTED LIMITED PARTNER IN
ANY OF THE PARTNERSHIPS BY ANY OF THE GENERAL PARTNERS WITHIN 120 DAYS OF THE
DATE HEREOF; PROVIDED THAT THE TRANSFERS WITH RESPECT TO THE PARTNERSHIPS
IDENTIFIED ON SCHEDULE 5.4 MAY NOT BE FULLY COMPLETED A LATER DATE.
5.5.
CONSENTS AND APPROVALS.
EXCEPT AS SET FORTH
IN SCHEDULE 5.5, NO CONSENT, APPROVAL, AUTHORIZATION OR OTHER ACTION BY, OR
FILING WITH OR NOTIFICATION TO, ANY GOVERNMENTAL OR REGULATORY AUTHORITY OR
OTHER THIRD PARTY IS REQUIRED TO BE OBTAINED OR MADE BY BUYER OR ANY OF ITS
AFFILIATES ON OR PRIOR TO THE CLOSING DATES IN CONNECTION WITH THE PERFORMANCE
BY BUYER OF THIS AGREEMENT AND THE CONSUMMATION BY BUYER OF THE TRANSACTIONS
CONTEMPLATED HEREBY, EXCEPT WHERE FAILURE TO OBTAIN SUCH CONSENT, APPROVAL,
AUTHORIZATION OR ACTION, OR TO MAKE SUCH FILING OR NOTIFICATION, WOULD NOT
INTERFERE IN ANY MATERIAL WAY WITH THE ABILITY OF BUYER TO CONSUMMATE THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR SELLERS' REALIZATION OF THE
BENEFITS OF THIS AGREEMENT.
11
5.6.
BROKERS.
BUYER HAS NOT EMPLOYED, AND IS NOT
SUBJECT TO ANY VALID CLAIM OF, ANY BROKER, FINDER, INVESTMENT BANKER, CONSULTANT
OR OTHER INTERMEDIARY IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT WHO WILL BE ENTITLED TO A FEE OR COMMISSION IN CONNECTION WITH SUCH
TRANSACTIONS.
5.7.
SECURITIES LAW MATTERS.
(A)
BUYER IS, AS OF THE DATE HEREOF AND WILL BE
AS OF THE CLOSING DATES, AN "ACCREDITED INVESTOR" AS THAT TERM IS DEFINED IN
REGULATION D UNDER THE SECURITIES ACT AS A RESULT OF BUYER'S SATISFACTION OF
CLAUSE EIGHT OF SUCH DEFINITION.
(B)
EXCLUDING ASSIGNMENTS PURSUANT TO SECTION
2.3, THE PARTNERSHIP INTERESTS ARE BEING ACQUIRED BY BUYER FOR ITS OWN ACCOUNT
AND NOT FOR THE ACCOUNT OF ANY OTHER PERSON AND NOT WITH A VIEW TO, OR FOR,
RESALE OR DISTRIBUTION THEREOF, IN WHOLE OR IN PART.
EXCLUDING ASSIGNMENTS
PURSUANT TO SECTION 2.3, BUYER HAS NO PRESENT AGREEMENT, UNDERSTANDING,
INTENTION OR ARRANGEMENT TO SELL, RESELL, ASSIGN, TRANSFER OR OTHERWISE DISPOSE
OF ALL OR ANY PART OF THE PARTNERSHIP INTERESTS.
(C)
BUYER UNDERSTANDS THAT THE TRANSFER OF THE
PARTNERSHIP INTERESTS IS INTENDED TO BE EXEMPT FROM REGISTRATION UNDER THE
SECURITIES ACT AND FROM REGISTRATION AND/OR QUALIFICATION UNDER ANY APPLICABLE
STATE SECURITIES LAW.
THEREFORE, BUYER UNDERSTANDS THAT IT CANNOT TRANSFER THE
PARTNERSHIP INTERESTS IT ACQUIRES UNLESS SUCH PARTNERSHIP INTERESTS ARE
SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM SUCH
REGISTRATION IS AVAILABLE.
(D)
BUYER ACKNOWLEDGES THAT THE PARTNERSHIP
INTERESTS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, AND THAT NO UNITED
STATES OR FOREIGN REGULATORY AGENCY HAS PASSED UPON THE PARTNERSHIPS OR THE
PARTNERSHIP INTERESTS OR HAS MADE ANY FINDING OR DETERMINATION AS TO THE
FAIRNESS OF AN INVESTMENT IN THE PARTNERSHIP INTERESTS.
BUYER HAS SUFFICIENT
KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS SO AS TO BE CAPABLE
OF EVALUATING THE MERITS AND RISKS OF