(b) Authorization. The Unitholder has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Unitholder, will constitute the valid and legally binding obligation of the Unitholder, enforceable against the Unitholder in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors rights generally or (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.
(c) Governmental Consents and Filings. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of the Unitholder in connection with the consummation of the transactions contemplated by this Agreement, except for filings pursuant to applicable securities laws, rules or regulations.
(d) Compliance with Other Instruments. The execution, delivery and performance by the Unitholder of this Agreement and the consummation by the Unitholder of the transactions contemplated by this Agreement will not result in any violation or default (i) under any provisions of its organizational documents, (ii) under any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) under any provision of federal or state statute, rule or regulation applicable to the Unitholder, in each case (other than clause (i)), which would have a material adverse effect on the Unitholders ability to consummate the transactions contemplated by this Agreement.
(e) Purchase Entirely for Own Account. This Agreement is made with the Unitholder in reliance upon the Unitholders representation to the Company, which by the Unitholders execution of this Agreement, the Unitholder hereby confirms, that the Units to be acquired by the Unitholder will be acquired for investment for the Unitholders own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of any state or federal securities laws, and that the Unitholder has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of law. By executing this Agreement, the Unitholder further represents that the Unitholder does not presently have any contract, undertaking, agreement or arrangement with any Person (other than the Company) to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the Units. For purposes of this Agreement, Person means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity or any government or any department or agency thereof.
(f) Disclosure of Information. The 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.
(g) Restricted Securities. The 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 the 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.
(h) Financial Status. The Unitholder is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. The 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.
(i) No General Solicitation. Neither the Unitholder, nor any of its officers, directors, employees, agents, stockholders or partners has either directly or indirectly, including, through a broker or finder (i) to its knowledge, engaged in any general solicitation, or (ii) published any advertisement in connection with the offer and sale of the Units.