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