Common use of Private Offering Exemption; Reliance on Representations Clause in Contracts

Private Offering Exemption; Reliance on Representations. The Subscriber understands that the offer and sale of the Membership Interest is not being registered under the Securities Act or applicable state securities laws in reliance on the "private offering" exemption provided by Section 4(2) of the Securities Act or Regulation D promulgated pursuant to the Securities Act, and similar exemptions under applicable state securities laws, and that the LLC is basing its reliance on such exemptions in part on the representations, warranties, statements and agreements contained herein and those of other Subscribers contained in similar subscription agreements. The Subscriber further understands that other Subscribers are making their investment in reliance on the representations, warranties, statements and agreements contained herein.