AND RISKS OF AN INVESTMENT IN THE COMMON UNITS. SUCH SELLER IS AN "ACCREDITED
INVESTOR" AS SUCH TERM IS DEFINED IN REGULATION D UNDER THE SECURITIES ACT. SUCH
SELLER UNDERSTANDS THAT NONE OF THE COMMON UNITS RECEIVED PURSUANT TO THIS
AGREEMENT SHALL HAVE BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OR ANY
APPLICABLE STATE SECURITIES LAWS, THAT ALL OF SUCH COMMON UNITS SHALL BE
CHARACTERIZED AS "RESTRICTED SECURITIES" UNDER FEDERAL SECURITIES LAWS AND THAT
UNDER SUCH LAWS AND APPLICABLE REGULATIONS NONE OF SUCH COMMON UNITS CAN BE SOLD
OR OTHERWISE DISPOSED OF WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR AN
EXEMPTION THEREFROM.
(J)
LIMITATION OF REPRESENTATIONS AND
WARRANTIES. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS
SECTION 3.1, SUCH SELLER IS NOT MAKING ANY OTHER REPRESENTATIONS OR WARRANTIES,
WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED.
SECTION 3.2
REPRESENTATIONS OF BUYER.
EXCEPT AS SET FORTH IN A SECTION OF THE BUYER DISCLOSURE SCHEDULE DELIVERED
CONCURRENTLY HEREWITH CORRESPONDING TO THE APPLICABLE SECTIONS OF
8
THIS SECTION 3.2 TO WHICH SUCH DISCLOSURE APPLIES, BUYER HEREBY REPRESENTS AND
WARRANTS TO EACH SELLER THAT:
(A)
ORGANIZATION; QUALIFICATION. BUYER HAS THE
REQUISITE POWER AND AUTHORITY TO EXECUTE AND DELIVER THIS AGREEMENT, TO CARRY
OUT ITS OBLIGATIONS HEREUNDER AND TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED
HEREBY. THE EXECUTION AND DELIVERY BY BUYER OF THIS AGREEMENT, ITS PERFORMANCE
OF ITS OBLIGATIONS HEREUNDER AND THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREBY HAVE BEEN DULY AND VALIDLY AUTHORIZED BY BUYER AND NO OTHER
ACTIONS OR PROCEEDINGS ON THE PART OF BUYER TO AUTHORIZE THE EXECUTION AND
DELIVERY OF THIS AGREEMENT, THE PERFORMANCE BY BUYER OF THE OBLIGATIONS
HEREUNDER OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY. THIS
AGREEMENT HAS BEEN DULY EXECUTED AND DELIVERED BY BUYER AND CONSTITUTES A LEGAL,
VALID AND BINDING AGREEMENT OF BUYER, ENFORCEABLE AGAINST BUYER IN ACCORDANCE
WITH ITS TERMS, SUBJECT TO BANKRUPTCY, INSOLVENCY, FRAUDULENT TRANSFER,
REORGANIZATION, MORATORIUM AND SIMILAR LAWS OF GENERAL APPLICABILITY RELATING TO
OR AFFECTING CREDITORS' RIGHTS AND TO GENERAL EQUITABLE PRINCIPLES.
(B)
NO VIOLATIONS. NEITHER THE EXECUTION AND
DELIVERY OF THIS AGREEMENT BY BUYER, THE PERFORMANCE BY BUYER OF ITS OBLIGATIONS
UNDER THIS AGREEMENT, NOR THE CONSUMMATION BY BUYER OF THE TRANSACTIONS
CONTEMPLATED HEREBY NOR COMPLIANCE BY BUYER WITH ANY OF THE PROVISIONS HEREIN
WILL (I) RESULT IN A VIOLATION OR BREACH OF OR CONFLICT WITH THE PARTNERSHIP
AGREEMENT OR BUYER'S CERTIFICATE OF LIMITED PARTNERSHIP, (II) RESULT IN A
VIOLATION OR BREACH OF OR CONFLICT WITH ANY PROVISIONS OF, OR CONSTITUTE A
DEFAULT (OR AN EVENT WHICH, WITH NOTICE OR LAPSE OF TIME OR BOTH, WOULD
CONSTITUTE A DEFAULT) UNDER, OR RESULT IN THE TERMINATION, CANCELLATION OF, OR
GIVE RISE TO A RIGHT OF PURCHASE UNDER, OR ACCELERATE THE PERFORMANCE REQUIRED
BY, OR RESULT IN A RIGHT OF TERMINATION OR ACCELERATION UNDER, OR RESULT IN THE
CREATION OF ANY ENCUMBRANCE UPON ANY OF THE PROPERTIES, RIGHTS OR ASSETS OWNED
OR OPERATED BY BUYER, OR RESULT IN BEING DECLARED VOID, VOIDABLE, OR WITHOUT
FURTHER BINDING EFFECT, OR OTHERWISE RESULT IN A