STATEMENT AND IN THE
PARTNERSHIP'S OTHER FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION.
(C)
INVESTMENT PURPOSES; RULE 144.
(I)
EACH OF SELLER AND THE MEMBER IS ACQUIRING THE UNIT CONSIDERATION
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.
EACH OF SELLER AND THE MEMBER UNDERSTANDS THAT THE UNIT CONSIDERATION HAS NOT
BEEN
17
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, THE AVAILABILITY OF WHICH
DEPENDS UPON, AMONG OTHER THINGS, THE BONA FIDE NATURE OF THE INVESTMENT INTENT
AND THE ACCURACY OF SELLER'S AND MEMBER'S REPRESENTATIONS AS EXPRESSED HEREIN.
EACH OF SELLER AND THE MEMBER UNDERSTANDS THAT THE PARTNERSHIP AND BUYER ARE
RELYING, IN PART, UPON THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS
SECTION 3.8 FOR THE PURPOSE OF DETERMINING WHETHER THIS TRANSACTION MEETS THE
REQUIREMENTS FOR SUCH EXEMPTIONS.
(II)
EACH OF SELLER AND THE MEMBER ACKNOWLEDGES AND UNDERSTANDS THAT
IT MUST BEAR THE ECONOMIC RISK OF ITS INVESTMENT IN THE UNIT CONSIDERATION FOR
AN INDEFINITE PERIOD OF TIME BECAUSE THE UNIT CONSIDERATION MUST BE HELD
INDEFINITELY UNLESS SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT AND
APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION
IS AVAILABLE. IN ADDITION, THE UNIT CONSIDERATION IS SUBJECT TO THE RESTRICTIONS
ON TRANSFER IN SECTION 6.18.
(III)
EACH OF SELLER AND THE MEMBER IS AWARE OF THE CURRENT PROVISIONS
OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT WHICH PERMIT LIMITED RESALES OF
SECURITIES PURCHASED IN A PRIVATE PLACEMENT SUBJECT TO THE SATISFACTION OF
CERTAIN CONDITIONS, INCLUDING, AMONG OTHER THINGS, THE EXISTENCE OF A PUBLIC
MARKET FOR THE SECURITIES, THE AVAILABILITY OF CERTAIN CURRENT PUBLIC
INFORMATION ABOUT THE ISSUER OF THE SECURITIES, THE RESALE OCCURRING NOT LESS
THAN ONE YEAR AFTER A PARTY HAS PURCHASED FROM AN ISSUER OR ITS AFFILIATE AND
PAID THE FULL PURCHASE PRICE FOR THE SECURITIES TO BE SOLD, THE SALE BEING
EFFECTED THROUGH A "BROKER'S TRANSACTION" OR IN TRANSACTIONS DIRECTLY WITH A
"MARKET MAKER" AND THE NUMBER OF SECURITIES BEING SOLD DURING ANY THREE MONTH
PERIOD NOT EXCEEDING SPECIFIED LIMITATIONS.
EACH OF SELLER AND THE MEMBER
UNDERSTANDS THAT ANY TRANSFER AGENT OF THE PARTNERSHIP WILL BE ISSUED STOP
TRANSFER INSTRUCTIONS WITH RESPECT TO THE UNIT CONSIDERATION UNLESS SUCH
TRANSFER IS SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT AND APPLICABLE
STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS
AVAILABLE.
SECTION 3.9
DISCLOSURE.
NO REPRESENTATION OR WARRANTY BY SELLER OR
MEMBER IN THIS AGREEMENT, AND IN ANY SCHEDULE OR EXHIBIT TO THIS AGREEMENT, OR
IN ANY CERTIFICATE OR OTHER DOCUMENT FURNISHED TO BUYER BY SELLER OR MEMBER AT
CLOSING, CONTAINS OR, AS OF THE CLOSING DATE, SHALL CONTAIN ANY UNTRUE STATEMENT
OF A MATERIAL FACT OR OMITS OR SHALL OMIT A MATERIAL FACT NECESSARY TO MAKE THE
STATEMENTS THEREIN NOT MISLEADING.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF