WHICH SELLER OR THE MEMBER IS A PARTY THAT (I) QUESTIONS OR
INVOLVES THE VALIDITY OR ENFORCEABILITY OF ANY OF SUCH PARTY'S OBLIGATIONS UNDER
THIS AGREEMENT OR ANY OF THE EXHIBITS HERETO OR (II) SEEKS (OR REASONABLY MIGHT
BE EXPECTED TO SEEK) (A) TO PREVENT OR DELAY THE CONSUMMATION BY SELLER OR THE
MEMBER OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR (B) DAMAGES IN
CONNECTION WITH ANY SUCH CONSUMMATION.
SECTION 3.6
BROKER INVOLVEMENT.
NEITHER SELLER NOR MEMBER HAS
HIRED, RETAINED OR DEALT WITH ANY BROKER OR FINDER IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, EXCEPT AS SET FORTH ON SCHEDULE
3.6.
SECTION 3.7
LITIGATION.
THERE IS NO JUDGMENT, ORDER, WRIT,
INJUNCTION OR DECREE OF ANY GOVERNMENTAL BODY OR ARBITRAL TRIBUNAL AGAINST OR
INVOLVING SELLER OR THE MEMBER THAT MAY BE REASONABLY EXPECTED TO HAVE AN
ADVERSE EFFECT ON SIRIUS, BUYER OR ANY OF THEIR RESPECTIVE SUBSIDIARIES.
16
SECTION 3.8
INVESTMENT REPRESENTATIONS.
(A)
EXPERIENCE; STATUS.
(I)
EACH OF SELLER AND THE MEMBER 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, EACH OF SELLER
AND THE MEMBER HAS RETAINED, AT ITS OWN EXPENSE, AND RELIED UPON, APPROPRIATE
PROFESSIONAL ADVICE REGARDING THE INVESTMENT, TAX AND LEGAL MERITS AND
CONSEQUENCES OF AN INVESTMENT IN THE UNIT CONSIDERATION THAT SELLER WILL RECEIVE
PURSUANT TO THIS AGREEMENT.
(II)
EACH OF SELLER AND THE MEMBER 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 3.8, IS ABLE TO BEAR THE ECONOMIC RISK OF ITS
INVESTMENT IN THE UNIT CONSIDERATION 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)
EACH OF SELLER AND THE MEMBER 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.
EACH OF SELLER AND THE MEMBER HAS ALSO
HAD AN OPPORTUNITY TO ASK QUESTIONS OF THE OFFICERS OF THE PARTNERSHIP, WHICH
QUESTIONS WERE ANSWERED TO ITS SATISFACTION.
EACH OF SELLER AND THE MEMBER
ACKNOWLEDGES THAT IT IS FAMILIAR WITH THE NATURE OF THE PARTNERSHIP'S BUSINESS.
EACH OF SELLER AND THE MEMBER HAS RECEIVED AND HAD AN OPPORTUNITY TO READ THE
MATERIAL DESCRIBED IN SECTION 5.7.
(II)
NEITHER SELLER NOR MEMBER HAS 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)
EACH OF SELLER AND THE MEMBER UNDERSTANDS THAT THE OWNERSHIP OF
THE UNIT CONSIDERATION INVOLVES NUMEROUS RISKS, INCLUDING THOSE DESCRIBED UNDER
THE HEADING "RISK FACTORS" IN THE REGISTRATION