Common use of Valid Exemption Clause in Contracts

Valid Exemption. The Seller acquired the Notes it is selling hereunder in a transaction that was exempt from registration under the Securities Act and neither the Seller nor any of its Affiliates has taken any action with respect to the Notes, including, without limitation, engaging in any form of "general solicitation", as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act, that would result in the Purchaser not being able to purchase the Notes hereunder in reliance on an exemption from registration under the Securities Act.