ON AN ARMS-LENGTH BASIS NOT IN EXCESS OF $75,000
IN THE AGGREGATE), AND NONE OF SUCH PERSONS OWE ANY AMOUNT TO SEA COAST.
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SECTION 3.31
INVESTMENT REPRESENTATIONS.
(A)
EXPERIENCE; STATUS.
(I)
SELLER HAS SUBSTANTIAL EXPERIENCE IN
ANALYZING AND INVESTING IN COMPANIES LIKE THE PARTNERSHIP AND IS CAPABLE OF
EVALUATING THE MERITS AND RISKS OF ITS INVESTMENT IN THE PARTNERSHIP AND HAS THE
CAPACITY TO PROTECT ITS OWN INTERESTS. TO THE EXTENT NECESSARY, SELLER HAS
RETAINED, AT ITS OWN EXPENSE, AND RELIED UPON, APPROPRIATE PROFESSIONAL ADVICE
REGARDING THE INVESTMENT, TAX AND LEGAL MERITS AND CONSEQUENCES OF THE TRANSFER
TO SELLER FROM BUYER, AND OWNING THE CLOSING COMMON UNITS THAT SELLER WILL
RECEIVE PURSUANT TO THIS AGREEMENT.
(II)
SELLER IS AN ACCREDITED INVESTOR (AS SUCH
TERM IS USED IN RULE 501 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OF THE
UNITED STATES OF AMERICA (THE "SECURITIES ACT")) BY REASON OF THE CRITERIA
SPECIFIED FOR SELLER IN SCHEDULE 3.31, IS ABLE TO BEAR THE ECONOMIC RISK OF ITS
INVESTMENT IN THE CLOSING COMMON UNITS INDEFINITELY AND HAS SUFFICIENT NET WORTH
TO SUSTAIN A LOSS OF ITS ENTIRE INVESTMENT IN THE PARTNERSHIP WITHOUT ECONOMIC
HARDSHIP IF SUCH LOSS SHOULD OCCUR.
(B)
ACCESS TO INFORMATION.
(I)
SELLER HAS HAD AN OPPORTUNITY TO DISCUSS
THE PARTNERSHIP'S BUSINESS, MANAGEMENT AND FINANCIAL AFFAIRS WITH THE MEMBERS OF
THE PARTNERSHIP'S MANAGEMENT AND HAS HAD THE OPPORTUNITY TO REVIEW THE
PARTNERSHIP'S OPERATIONS AND FACILITIES.
SELLER HAS ALSO HAD AN OPPORTUNITY TO
ASK QUESTIONS OF THE OFFICERS OF THE PARTNERSHIP, WHICH QUESTIONS WERE ANSWERED
TO ITS SATISFACTION. SELLER ACKNOWLEDGES THAT IT IS FAMILIAR WITH THE NATURE OF
THE PARTNERSHIP'S BUSINESS.
SELLER HAS RECEIVED AND READ THE MATERIAL DESCRIBED
IN SECTION 4.7.
(II)
SELLER HAS NOT RECEIVED REPRESENTATIONS OR
WARRANTIES FROM THE PARTNERSHIP OR BUYER, OR THEIR EMPLOYEES, AFFILIATES,
ATTORNEYS, ACCOUNTANTS OR AGENTS, EXCEPT AS SET FORTH IN THIS AGREEMENT.
(III)
SELLER UNDERSTANDS THAT THE OWNERSHIP OF THE
CLOSING COMMON UNITS INVOLVES NUMEROUS RISKS, INCLUDING THOSE DESCRIBED UNDER
THE HEADING "RISK FACTORS" IN PARTNERSHIP'S ANNUAL REPORT ON FORM 10-K FOR THE
FISCAL YEAR ENDED JUNE 30, 2004 AND IN THE PARTNERSHIP'S OTHER FILINGS WITH THE
SECURITIES AND EXCHANGE COMMISSION.
(C)
INVESTMENT PURPOSES; RULE 144.
(I)
SELLER IS ACQUIRING THE CLOSING COMMON
UNITS SOLELY FOR INVESTMENT FOR ITS OWN ACCOUNT, NOT AS A NOMINEE OR AGENT, AND
NOT WITH THE VIEW TO, OR FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION
THEREOF.
SELLER UNDERSTANDS THAT THE CLOSING COMMON UNITS HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS BY
REASON OF A SPECIFIC EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE
SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS,
22
THE AVAILABILITY OF WHICH DEPENDS UPON, AMONG OTHER THINGS, THE BONA FIDE NATURE
OF THE INVESTMENT INTENT AND THE ACCURACY OF SELLER'S REPRESENTATIONS AS
EXPRESSED HEREIN.
SELLER UNDERSTANDS THAT THE PARTNERSHIP AND BUYER ARE
RELYING, IN PART, UPON THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS
SECTION 3.31(C) FOR THE PURPOSE OF DETERMINING WHETHER THIS TRANSACTION MEETS
THE REQUIREMENTS