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Purchase Of Partnership Interest Agreement

4.4 Compliance with securities laws. Any acquirer is an “accredited investor,” as defined in Regulation D of the Securities Act of 1933 as amended (“Securities Act”), and acquires the partnership units only for those purchasers153s own account, only for investment purposes and not for the purpose of their distribution. Buyers will not sell, sell, sell, wage, transfer or sell the partnership shares or any interest they represent there, unless they comply with securities law and other applicable laws. Buyers recognize that the interests of the partnership were not registered under the Securities Act or a state`s blue-sky laws. Buyers have access to business information (including the opportunity to meet with management and other company representatives) and have used this access to buyer satisfaction153. Buyers are experienced and competent in financial and commercial matters, are able to assess the benefits and risks associated with acquiring the partnership units, and do not need or want the assistance of a competent representative to help assess these risks (or, alternatively, the purchasers used a competent representative in the decision to purchase the partnership units). E. The purchasers intend to acquire all the interests of the single limited partnership and the general interests of Productions Company and Anime Online (together the “partnership interests”) and the sellers intend to encourage the sale of the partnership shares to purchasers on the following terms; and (a) a separate assignment of the certificate, which is appropriate for buyers in terms of form and substance and is duly executed by each seller, in order to freely and without any charge transfer all the rights, titles and interests of that seller and the interests of that seller`s partnership. 8.5 Performance; Resensitivity. Subject to the last sentence of this section, the agreement is applicable by the parties to this Agreement and by their respective heirs, their personal representatives, successors and beneficiaries of the transfer and may benefit from it.