FOR SUCH EXEMPTIONS.
(II)
SELLER ACKNOWLEDGES AND UNDERSTANDS THAT
IT MUST BEAR THE ECONOMIC RISK OF ITS INVESTMENT IN THE CLOSING COMMON UNITS FOR
AN INDEFINITE PERIOD OF TIME BECAUSE THE CLOSING COMMON UNITS 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 CLOSING COMMON UNITS ARE SUBJECT TO THE
RESTRICTIONS ON TRANSFER IN SECTION 5.11.
(III)
SELLER 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.
SELLER UNDERSTANDS THAT ANY
TRANSFER AGENT OF THE PARTNERSHIP WILL BE ISSUED STOP TRANSFER INSTRUCTIONS WITH
RESPECT TO SUCH CLOSING COMMON UNITS 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 3.32
DISCLOSURE.
NO REPRESENTATION OR
WARRANTY BY SELLER OR SALTCHUK IN THIS AGREEMENT, AND IN ANY SCHEDULE OR EXHIBIT
TO THIS AGREEMENT, OR IN ANY CERTIFICATE OR OTHER DOCUMENT FURNISHED TO BUYER BY
SELLER, SALTCHUK OR THEIR AFFILIATES 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.
EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY STATED IN THIS
AGREEMENT, AND IN THE CERTIFICATES OR OTHER DOCUMENTS DELIVERED AT CLOSING IN
CONNECTION HEREWITH, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES, WRITTEN OR
ORAL, EXPRESS OR IMPLIED, TO BUYER CONCERNING THE SHARES, THE MEMBERSHIP
INTERESTS OR THE BUSINESS OF SEA COAST OR SEA COAST LLC.
23
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer and the Partnership represent and warrant to Seller as follows:
SECTION 4.1
PARTNERSHIP STATUS AND GOOD
STANDING.
EACH OF BUYER AND THE PARTNERSHIP IS A LIMITED PARTNERSHIP DULY
ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF DELAWARE,
WITH FULL PARTNERSHIP POWER AND AUTHORITY UNDER ITS CERTIFICATE AND AGREEMENT OF
LIMITED PARTNERSHIP TO CONDUCT ITS BUSINESS AS THE SAME EXISTS ON THE DATE
HEREOF AND ON THE CLOSING DATE.
SECTION 4.2
AUTHORIZATION.
EACH OF BUYER
AND THE PARTNERSHIP HAS FULL PARTNERSHIP POWER AND AUTHORITY UNDER ITS
CERTIFICATE AND AGREEMENT OF LIMITED PARTNERSHIP, AND ITS GENERAL PARTNER HAS
TAKEN ALL NECESSARY PARTNERSHIP ACTION TO AUTHORIZE IT, TO EXECUTE AND DELIVER
THIS AGREEMENT AND THE EXHIBITS AND SCHEDULES HERETO,