Common use of Status and Investment Intent Clause in Contracts

Status and Investment Intent. (a) It is an "accredited investor" as defined in Rule 501(a) under the Securities Act, and it is acquiring Holdings Securities hereunder for its own account for investment purposes only and not with a view to, or with any present intention of, distribution thereof except as is otherwise provided in this Agreement with respect to Holdings Securities, provided, that the disposition of its property shall at all times be within its control. Such Co-Investor understands that it must bear the economic risk of an investment in Holdings Securities for an indefinite period of time because, among other reasons, the offering and sale of Holdings Securities have not been registered under the Securities Act and, therefore, Holdings Securities cannot be sold unless they are subsequently registered under the Securities Act or an exemption from such registration is available. A legend to this effect shall be set forth on the face of each certificate evidencing Holdings Securities. (b) It has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in Holdings Securities and it is capable of bearing the economic risks of such investment, including a complete loss of its investment. Such Co-Investor has not relied in connection with this investment upon any representations, warranties or agreements other than those set forth in this Agreement and the Stock Purchase Agreement.