Here is a sample disclaimer one might see included in a prospectus disclosing risks associated with the investment in or purchase of real estate:
THIS PRIVATE PLACEMENT MEMORANDUM HAS BEEN PREPARED BY VAN GOGH DEVELOPMENT CORPORATION, AND IS SUBMITTED SOLELY FOR THE PURPOSE OF EVALUATING THE INVESTMENT OFFERED
HEREBY. NOTHING CONTAINED IN THIS PRIVATE PLACEMENT MEMORANDUM IS OR SHOULD BE
RELIED UPON AS A GUARANTEE OR REPRESENTATION AS TO FUTURE EVENTS. MUCH OF THE
INFORMATION CONTAINED HEREIN IS CONFIDENTIAL AND HAS NOT, AND WILL NOT BE
PUBLICLY DISCLOSED. BY ACCEPTING THIS PRIVATE PLACEMENT MEMORANDUM, THE
RECIPIENT AGREES NOT TO REPRODUCE THIS PRIVATE PLACEMENT MEMORANDUM, EITHER IN
PART OR IN WHOLE, AND ITS USE IS PERMITTED ONLY BY THE PARTY IDENTIFIED ON THE
COVER PAGE HEREOF FOR THE SOLE PURPOSE OF EVALUATING THE INVESTMENT OFFERED
HEREBY. IF THE PARTY IDENTIFIED ON THE COVER PAGE HEREOF DECIDES NOT TO
SUBSCRIBE FOR UNITS, THIS PRIVATE PLACEMENT MEMORANDUM MUST BE RETURNED TO VAN GOGH DEVELOPMENT CORPORATION.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION
OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED HEREIN AND, IF GIVEN
OR MADE, SUCH INFORMATION OR REPRESENTATION(S) MUST NOT BE RELIED ON AS HAVING
BEEN AUTHORIZED BY VAN GOGH DEVELOPMENT CORPORATION. NEVERTHELESS, VAN GOGH DEVELOPMENT CORPORATION WILL MAKE AVAILABLE TO PERSPECTIVE PURCHASERS, DURING THE
OFFERING PERIOD, THE OPPORTUNITY TO ASK QUESTIONS AND RECEIVE ANSWERS FROM
OFFICERS OF VAN GOGH DEVELOPMENT CORPORATION CONCERNING ANY ASPECT OF THIS
INVESTMENT AND TO OBTAIN ADDITIONAL INFORMATION CONCERNING THE BUSINESS OF VAN GOGH DEVELOPMENT CORPORATION.
THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE
SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933.
FURTHER, THE
SECURITIES HAVE NOT BEEN QUALIFIED OR REGISTERED UNDER THE LAWS OF ANY STATE OR
JURISDICTION. DISTRIBUTION OF THIS PRIVATE PLACEMENT MEMORANDUM IS LIMITED TO
PERSONS WHO MEET CERTAIN MINIMUM FINANCIAL QUALIFICATIONS. THIS PRIVATE
PLACEMENT MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR SOLICITATION OF AN
OFFER TO BUY WITH RESPECT TO ANY PERSON WHOM DOES NOT MEET SUCH MINIMUM
FINANCIAL QUALIFICATIONS.
PROJECTIONS ARE CONTAINED IN THIS PRIVATE PLACEMENT
MEMORANDUM.
PROJECTIONS CAN BE INHERENTLY UNRELIABLE. (SEE
“RISK FACTORS.”) ANY ASSUMPTIONS, PREDICTIONS OR PROMISES, WHETHER WRITTEN
OR ORAL, WHICH DO NOT CONFORM TO THOSE IN THIS PRIVATE PLACEMENT MEMORANDUM
SHOULD BE DISREGARDED AND THEIR USE IS A VIOLATION OF THE LAW.
THE UNITS HAVE NOT BEEN QUALIFIED UNDER CERTAIN STATE
SECURITIES LAWS IN RELIANCE UPON THE APPLICABLE EXEMPTIONS FROM REGISTRATION
FOR PRIVATE OFFERS AND SALES OF SECURITIES. NO UNITS MAY BE SOLD, ASSIGNED OR
OTHERWISE TRANSFERRED UNLESS VAN GOGH DEVELOPMENT CORPORATION AND ITS LEGAL COUNSEL
HAVE RECEIVED EVIDENCE SATISFACTORY TO BOTH THAT SUCH TRANSFER DOES NOT INVOLVE
A TRANSACTION REQUIRING QUALIFICATION UNDER SAID STATE SECURITIES LAWS AND IS
IN COMPLIANCE WITH SUCH LAW.
THIS MEMORANDUM IS NOT KNOWN TO CONTAIN AN UNTRUE
STATEMENT OF A MATERIAL FACT, NOR TO OMIT MATERIAL FACTS WHICH IF OMITTED,
WOULD MAKE THE STATEMENTS HEREIN MISLEADING. IT CONTAINS A FAIR SUMMARY OF THE
MATERIAL TERMS OF DOCUMENTS PURPORTED TO BE SUMMARIZED HEREIN.
HOWEVER, THIS IS A SUMMARY ONLY AND DOES NOT PURPORT
TO BE COMPLETE.
PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THE CONTENTS
OF THIS MEMORANDUM OR OF ANY PRIOR OR SUBSEQUENT COMMUNICATIONS FROM VAN GOGH DEVELOPMENT CORPORATION OR ANY OF ITS EMPLOYEES OR PARTNERS, AS INVESTMENT,
LEGAL OR TAX ADVICE. EACH INVESTOR SHOULD CONSULT HIS/HER OWN COUNSEL,
ACCOUNTANT AND OTHER PROFESSIONAL ADVISORS AS TO LEGAL, TAX AND OTHER RELATED
MATTERS CONCERNING HIS/HER INVESTMENT.
THE OFFEREE, BY ACCEPTING DELIVERY OF THIS MEMORANDUM,
AGREES TO PROMPTLY RETURN THIS MEMORANDUM, AND ANY OTHER DOCUMENTS OR
INFORMATION FURNISHED BY VAN GOGH DEVELOPMENT CORPORATION IF THE OFFEREE DOES NOT
PURCHASE ANY OF VAN GOGH DEVELOPMENT CORPORATION UNITS OFFERED HEREBY. IN MAKING AN
INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER
AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND THE RISKS INVOLVED.
THIS MEMORANDUM INVOLVES A VERY HIGH DEGREE OF RISK,
AND THE PURCHASE OF COMPANY UNITS SHOULD ONLY BE CONSIDERED BY PERSONS WHO CAN
AFFORD THE TOTAL LOSS OF THEIR INVESTMENT. (SEE “RISK FACTORS.”)
THE
MEMBERS OF THE MANAGER ARE NEITHER ADVISORS NOR CONSULTANTS TO THE PROSPECTIVE
INVESTOR IN THIS INVESTMENT. THE MEMBERS OF THE MANAGER HAVE MULTIPLE CONFLICTS
OF INTEREST WHICH PRECLUDE THEM FROM ADVISING POTENTIAL INVESTORS WHO ARE
THEREFORE ADVISED TO DO THEIR OWN DUE DILIGENCE AND TO SEEK OUTSIDE COUNSEL.
COUNSEL FOR THE COMPANY HAS ACTED ON BEHALF OF THE MANAGER AND THE COMPANY AND
DOES NOT REPRESENT THE SUBSCRIBERS TO WHICH THIS OFFERING MEMORANDUM WAS
EXTENDED.
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