(e) Investment Intent. Such Unitholder is acquiring the Units for such Unitholders own account as principal and not in a fiduciary capacity, for investment purposes only, not for any other person and not for the purposes of resale or distribution. Such Unitholder understands that the offering and sale of the Units are intended to be exempt from registration under U.S. Securities Act of 1933, as amended (the Securities Act), and applicable U.S. state securities laws, and agrees that any Units acquired by such Unitholder may not be sold, offered for sale, exchanged, transferred, assigned, pledged, hypothecated or otherwise disposed of (x) in any manner that would require the Company to register the Units under the Securities Act, under any U.S. state securities laws or under the laws of any non-U.S. jurisdiction or (y) otherwise except in accordance with the restrictions set forth in the LLC Agreement.
(f) Financial Status. Such Unitholder is an accredited investor as such term is defined in Regulation D promulgated under the Securities Act. Such Unitholder is able to bear the economic risk of an investment in the Units for an indefinite period of time, has adequate means of providing for its current financial needs and business contingencies, has no need for liquidity in the investment in the Units, understands that it may not be able to liquidate its investment in the Company in an emergency, if at all, and can afford a complete loss of the investment.
(g) Foreign Investors. If the Unitholder is not a United States person (as defined by Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986), the Unitholder hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Units or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Units, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, sale, or transfer of the Units. The Unitholders subscription and payment for and continued beneficial ownership of the Units will not violate any applicable securities or other laws of the Unitholders jurisdiction.
(h) Independent Investigation; Non-Reliance. Such Unitholder understands the risks of a purchase of equity interests in the Company. Such Unitholder was offered the Units through private negotiations, not through any general solicitation or general advertising. In considering its participation, such Unitholder has conducted its own investigations and assessment, under the advice of its own counsel, and has not relied upon any representations (including, without limitation, any advertisement, article, notice or other communication published in any newspaper, magazine, website or similar media or broadcast over television or radio, and any seminars or meetings whose attendees have been invited by any general solicitation or advertising) made by, or other information (whether oral or written) furnished by or on behalf of, the Company or any partner, member, manager, director, officer, employee or agent of the Company, other than as set forth in this Agreement.
(i) Due Diligence. Such Unitholder has been given the opportunity to ask questions of, and receive answers from, the Company and its personnel relating to the Company, concerning the terms and conditions of the investment in the Company, and has had access to such financial and other information concerning the Company as it has considered necessary to verify the accuracy of any information provided and to make a decision to invest in the Company, and has availed itself of this opportunity to the full extent desired.