Common use of Capitalization and Valid Issuance of Purchased Units Clause in Contracts

Capitalization and Valid Issuance of Purchased Units. (a) As of the date of this Agreement, the issued and outstanding membership interests of the Company consist of 10,592,540 Preferred Units and 17,198,703 Common Units; Schedule 4.2(a) sets forth the number of Preferred Units and the number and classification of Common Units held by each Member as of such date. All outstanding Preferred Units and Common Units as of the date of this Agreement and immediately prior to the Closing, and the membership interests represented thereby, have been duly authorized and validly issued in accordance with the Initial LLC Agreement, fully paid (to the extent required under the Initial LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-303, 18-607 and 18-804 of the Delaware LLC Act). (b) As of the Initial Closing (after giving effect to the transactions contemplated by this Agreement and the Second A&R LLC Agreement, but without taking into account any of the issuances of units contemplated by clause (b) of Section 6.4), the issued and outstanding membership interests of the Company will consist of 26,897,141 Class A Common Units and 894,102 Class B Common Units; Schedule 4.2(b) sets forth the pro forma number of Class A Common Units and the number of Class B Common Units that will be held by each Member immediately after the Initial Closing. All outstanding Common Units, and the membership interests represented thereby, will have been duly authorized, fully paid (to the extent required under the Second A&R LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-303, 18-607 and 18-804 of the Delaware LLC Act). (c) As of the Second Closing (after giving effect to the transactions contemplated by this Agreement and the Second A&R LLC Agreement, but without taking into account any of the issuances of units contemplated by clause (b) of Section 6.4 and without regard to any Units or other equity acquired by MSI under Section 5.2(d) of the Second A&R LLC Agreement or any other Units that do not impair or otherwise affect MSI’s (or its Affiliates’) rights or requirements under the Second A&R LLC Agreement with respect to governance or board representation), the issued and outstanding membership interests of the Company will consist of 26,897,141 Class A Common Units and 894,102 Class B Common Units. All outstanding Common Units, and the membership interests represented thereby, will have been duly authorized, fully paid (to the extent required under the Second A&R LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-303, 18-607 and 18-804 of the Delaware LLC Act).

Capitalization and Valid Issuance of Purchased Units. (a) As of the date of this AgreementMarch 30, 2015, the issued and outstanding membership limited partner interests of the Company Xxxxxxx consist of 10,592,540 Preferred 30,389,941 Common Units and 17,198,703 the incentive distribution rights (as defined in the Partnership Agreement, the “Incentive Distribution Rights”). All outstanding Common Units; Schedule 4.2(a) sets forth the number of , Incentive Distribution Rights, Class A Preferred Units and the number and classification of Common Units held by each Member as of such date. All outstanding Preferred Units and Common Units as of the date of this Agreement and immediately prior to the Closing, and the membership limited partner interests represented thereby, thereby have been duly authorized and validly issued in accordance with the Initial LLC Agreement, Partnership Agreement and are fully paid (to the extent required under the Initial LLC Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 1817-303, 1817-607 and 1817-804 of the Delaware LLC LP Act). (b) As The General Partner is the sole general partner of Xxxxxxx with a non-economic general partner interest in Xxxxxxx; such general partner interest has been duly authorized and validly issued in accordance with the Initial Closing (after giving effect to the transactions contemplated by this Agreement and the Second A&R LLC Partnership Agreement, but without taking into account any of the issuances of units contemplated by clause (b) of Section 6.4), the issued and outstanding membership interests of the Company will consist of 26,897,141 Class A Common Units and 894,102 Class B Common Units; Schedule 4.2(b) sets forth the pro forma number of Class A Common Units and the number of Class B Common Units that will be held by each Member immediately after the Initial Closing. All outstanding Common Units, and the membership General Partner owns such interest free and clear of all Liens (except for (A) restrictions on transferability contained in the Partnership Agreement or as disclosed in the Xxxxxxx SEC Documents (B) Liens created, arising under or securing any credit facility to which Xxxxxxx is a party and (C) Liens arising under the Partnership Agreement or the Delaware LP Act). (c) The Purchased Units being purchased by the Purchasers hereunder and the limited partner interests represented therebythereby will be duly authorized by Xxxxxxx pursuant to the Partnership Agreement (as amended by Amendment No. 1 to the Partnership Agreement) prior to the Closing and, when issued and delivered to the Purchasers against payment therefor in accordance with the terms of this Agreement, will have been duly authorizedbe validly issued, fully paid (to the extent required under by the Second A&R LLC Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 1817-303, 1817-607 and 1817-804 of the Delaware LLC LP Act)) and will be free of any and all Liens and restrictions on transfer, other than (i) restrictions on transfer under the Partnership Agreement (as amended by Amendment No. 1 to the Partnership Agreement) or this Agreement and under applicable state and federal securities laws, (ii) such Liens as are created by the Purchasers and (iii) such Liens as arise under the Partnership Agreement (as amended by Amendment No. 1 to the Partnership Agreement) or the Delaware LP Act. Except as disclosed in the Xxxxxxx SEC Documents, there are no persons entitled to 8 statutory, preemptive or other similar contractual rights to subscribe for the Purchased Units; and, except for the Purchased Units to be issued pursuant to this Agreement, as disclosed in the Xxxxxxx SEC Documents or pursuant to the Acquisition Agreement, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, partnership securities or ownership interests in Xxxxxxx are outstanding. (cd) As of the Second Closing (after giving effect to the transactions contemplated by Upon issuance in accordance with this Agreement and the Second A&R LLC Agreement, but without taking into account any terms of the issuances of units contemplated by clause (b) of Section 6.4 and without regard to any Units or other equity acquired by MSI under Section 5.2(d) of the Second A&R LLC Agreement or any other Units that do not impair or otherwise affect MSI’s (or its Affiliates’) rights or requirements under the Second A&R LLC Agreement with respect to governance or board representation)Class A Preferred Units, the issued and outstanding membership interests of the Company Conversion Units will consist of 26,897,141 Class A Common Units and 894,102 Class B Common Units. All outstanding Common Units, and the membership interests represented thereby, will have been be duly authorized, validly issued, fully paid (to the extent required under by the Second A&R LLC Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 1817-303, 1817-607 and 1817-804 of the Delaware LLC LP Act)) and will be free of any and all Liens and restrictions on transfer, other than (i) restrictions on transfer under the Basic Documents and under applicable state and federal securities laws, (ii) such Liens as are created by the Purchasers and (iii) such Liens as arise under the Partnership Agreement (as amended by Amendment No. 1 to the Partnership Agreement) or the Delaware LP Act.

Capitalization and Valid Issuance of Purchased Units. (a) As The equity capitalization of the date of this Agreement, the issued and outstanding membership interests of the Company consist of 10,592,540 Preferred Units and 17,198,703 Common Units; Schedule 4.2(a) sets forth the number of Preferred Units and the number and classification of Common Units held by each Member as of such date. All outstanding Preferred Units and Common Units Enbridge Partners as of the date of this Agreement consists of (i) 59,838,834 Class A Common Units, (ii) 3,912,750 Class B Common Units, all of which Class B Common Units are owned of record and immediately prior to beneficially by the ClosingGeneral Partner, (iii) 19,688,968.560060 Class C Units, (iv) 14,763,054.713389 I-Units, all of which are owned of record and beneficially by Enbridge Management, and (iv) a 2% general partner interest, which is owned of record and beneficially by the membership interests represented therebyGeneral Partner (the “GP Interest”). The Class A Common Units, Class B Common Units, Class C Units and I-Units of Enbridge Partners have been duly authorized and validly issued in accordance with the Initial LLC Agreement, Partnership Agreement and are fully paid (to the extent required under the Initial LLC Partnership Agreement) and nonassessable non-assessable (except as such nonassessability non-assessability may be affected by Sections 1817-303, 1817-607 and 1817-804 of the Delaware LLC LP Act). The GP Interest has been duly authorized and validly issued in accordance with the Partnership Agreement. (b) As The capitalization of Enbridge Management as of the Initial Closing (after giving effect to the transactions contemplated by date of this Agreement consists of 14,763,053.073063 Listed Shares and 1.640326 Voting Shares, which Voting Shares are owned of record and beneficially by the Second A&R General Partner. The Voting Shares and Listed Shares of Enbridge Management have been duly authorized and validly issued in accordance with the Enbridge Management LLC Agreement, but without taking into account any of the issuances of units contemplated by clause (b) of Section 6.4), the issued and outstanding membership interests of the Company will consist of 26,897,141 Class A Common Units and 894,102 Class B Common Units; Schedule 4.2(b) sets forth the pro forma number of Class A Common Units and the number of Class B Common Units that will be held by each Member immediately after the Initial Closing. All outstanding Common Units, and the membership interests represented thereby, will have been duly authorized, are fully paid (to the extent required under the Second A&R Enbridge Management LLC Agreement) and nonassessable non-assessable (except as such nonassessability non-assessability may be affected by Sections 18-303, 18-607 and 18-804 of the Delaware LLC Act). (c) As of the Second Closing (after giving effect to the transactions contemplated by this Agreement The Purchased Units and the Second A&R LLC Agreement, but without taking into account any of the issuances of units contemplated by clause (b) of Section 6.4 and without regard to any Units or other equity acquired by MSI under Section 5.2(d) of the Second A&R LLC Agreement or any other Units that do not impair or otherwise affect MSI’s (or its Affiliates’) rights or requirements under the Second A&R LLC Agreement with respect to governance or board representation), the issued and outstanding membership interests of the Company will consist of 26,897,141 Class A Common Units and 894,102 Class B Common Units. All outstanding Common Units, and the membership limited partner interests represented thereby, will thereby have been duly authorizedauthorized by the Partnership Agreement and, when issued, delivered and paid for in accordance with this Agreement, will be validly issued, fully paid (to the extent required under the Second A&R LLC Agreement) and nonassessable (except as such nonassessability non-assessability may be affected by Sections 1817-303, 1817-607 and 1817-804 of the Delaware LLC LP Act) and free of any preemptive or similar rights (except as set forth in Section 4.4(c) of the Partnership Agreement), and EECI will acquire its Purchased Units free and clear of any Liens and restrictions on transfer, other than (i) restrictions on transfer under the Partnership Agreement or this Agreement and under the Securities Act and applicable state securities laws and (ii) such Liens as are created by or arising through EECI. (d) Except for Purchased Units to be issued and sold pursuant to this Agreement, any I-Units to be issued pursuant to Section 5.10 of the Partnership Agreement or Class C Units to be issued pursuant to Section 5.11 of the Partnership Agreement and the Class A Common Units to be issued upon conversion of the Class C Units, there are no outstanding or authorized (i) options, warrants, preemptive rights, subscriptions, calls, or other rights, convertible or exchangeable securities, agreements, claims or commitments of any character obligating Enbridge Partners to issue, transfer or sell any partnership interests or other equity interest in Enbridge Partners or securities convertible into or exchangeable for such partnership interests, (ii) obligations of Enbridge Partners to repurchase, redeem or otherwise acquire any partnership interests or equity interests of Enbridge Partners or any such securities or agreements listed in clause (i) of this sentence or (iii) voting trusts or similar agreements to which Enbridge Partners is a party with respect to the voting of the equity interests of Enbridge Partners.

Capitalization and Valid Issuance of Purchased Units. (a) As of the date of this AgreementMarch 31, 2015, the issued and outstanding membership limited partner interests of the Company Xxxxxxx consist of 10,592,540 Preferred Units and 17,198,703 31,442,573 Common Units; Schedule 4.2(a) sets forth the number of , 10,625,000 Class A Preferred Units and the number and classification of Common Units held by each Member incentive distribution rights (as of such datedefined in the Partnership Agreement, the “Incentive Distribution Rights”). All outstanding Common Units, Incentive Distribution Rights, Class A Preferred Units and Common Units as of the date of this Agreement and immediately prior to the Closing, and the membership limited partner interests represented thereby, thereby have been duly authorized and validly issued in accordance with the Initial LLC Agreement, Partnership Agreement and are fully paid (to the extent required under the Initial LLC Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 1817-303, 1817-607 and 1817-804 of the Delaware LLC LP Act). (b) As The General Partner is the sole general partner of Xxxxxxx with a non-economic general partner interest in Xxxxxxx; such general partner interest has been duly authorized and validly issued in accordance with the Initial Closing (after giving effect to the transactions contemplated by this Agreement and the Second A&R LLC Partnership Agreement, but without taking into account any of the issuances of units contemplated by clause (b) of Section 6.4), the issued and outstanding membership interests of the Company will consist of 26,897,141 Class A Common Units and 894,102 Class B Common Units; Schedule 4.2(b) sets forth the pro forma number of Class A Common Units and the number of Class B Common Units that will be held by each Member immediately after the Initial Closing. All outstanding Common Units, and the membership General Partner owns such interest free and clear of all Liens (except for (A) restrictions on transferability contained in the Partnership Agreement or as disclosed in the Xxxxxxx SEC Documents (B) Liens created, arising under or securing any credit facility to which Xxxxxxx is a party and (C) Liens arising under the Partnership Agreement or the Delaware LP Act). (c) The Purchased Units being purchased by the Purchasers hereunder and the limited partner interests represented therebythereby are duly authorized by Xxxxxxx pursuant to the Partnership Agreement and, when issued and delivered to the Purchasers against payment therefor in accordance with the terms of this Agreement, will have been duly authorizedbe validly issued, fully paid (to the extent required under by the Second A&R LLC Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 1817-303, 1817-607 and 1817-804 of the Delaware LLC LP Act)) and will be free of any and all Liens and restrictions on transfer, other than (i) restrictions on transfer under the Partnership Agreement or this Agreement and under applicable state and federal securities laws, (ii) such Liens as are created by the Purchasers and (iii) such Liens as arise under the Partnership Agreement or the Delaware LP Act. Except as disclosed in the Xxxxxxx SEC Documents, there are no persons entitled to statutory, preemptive or other similar contractual rights to subscribe for the Purchased Units; and, except for the Purchased Units to be issued pursuant to this Agreement or as disclosed in the Xxxxxxx SEC Documents, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, partnership securities or ownership interests in Xxxxxxx are outstanding. (cd) As of the Second Closing (after giving effect to the transactions contemplated by Upon issuance in accordance with this Agreement and the Second A&R LLC Agreement, but without taking into account any terms of the issuances of units contemplated by clause (b) of Section 6.4 and without regard to any Units or other equity acquired by MSI under Section 5.2(d) of the Second A&R LLC Agreement or any other Units that do not impair or otherwise affect MSI’s (or its Affiliates’) rights or requirements under the Second A&R LLC Agreement with respect to governance or board representation)Class A Preferred Units, the issued and outstanding membership interests of the Company Conversion Units will consist of 26,897,141 Class A Common Units and 894,102 Class B Common Units. All outstanding Common Units, and the membership interests represented thereby, will have been be duly authorized, validly issued, fully paid (to the extent required under by the Second A&R LLC Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 1817-303, 1817-607 and 1817-804 of the Delaware LLC LP Act)) and will be free of any and all Liens and restrictions on transfer, other than (i) restrictions on transfer under the Basic Documents and under applicable state and federal securities laws, (ii) such Liens as are created by the Purchasers and (iii) such Liens as arise under the Partnership Agreement or the Delaware LP Act.

Capitalization and Valid Issuance of Purchased Units. (a) On the Closing Date, the Purchased Units shall have those rights, preferences, privileges and restrictions governing the Common Units as set forth in the Partnership Agreement. (b) The General Partner is the sole general partner of the Partnership and owns a non-economic general partner interest in the Partnership (the “GP Interest”); such GP Interest has been duly authorized and validly issued in accordance with the Partnership Agreement; and the General Partner owns such GP Interest free and clear of all Liens. (c) As of the date of this Agreementhereof, the issued and outstanding membership limited partner interests of the Company Partnership consist of 10,592,540 Preferred Units and 17,198,703 6,867,950 Common Units; Schedule 4.2(a) sets forth the number of Preferred , 6,081,081 Subordinated Units and the number and classification of Common Units held by each Member as of such dateIncentive Distribution Rights. All outstanding Preferred Common Units and Common Units as of the date of this Agreement and immediately prior to the Closing, and the membership limited partner interests represented thereby, thereby have been duly authorized and validly issued in accordance with the Initial LLC Agreement, Partnership Agreement and are fully paid (to the extent required under by applicable Law and the Initial LLC Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 1817-303, 1817-607 and 1817-804 of the Delaware LLC LP Act). (bd) As of the Initial Closing (after giving effect The Purchased Units to the transactions contemplated by this Agreement and the Second A&R LLC Agreement, but without taking into account any of the issuances of units contemplated by clause (b) of Section 6.4), the be issued and outstanding membership interests of sold by the Company will consist of 26,897,141 Class A Common Units and 894,102 Class B Common Units; Schedule 4.2(b) sets forth the pro forma number of Class A Common Units and the number of Class B Common Units that will be held by Partnership to each Member immediately after the Initial Closing. All outstanding Common UnitsPurchaser hereunder, and the membership limited partner interests represented thereby, have been, or prior to the Closing Date will have been be, duly authorizedauthorized by the Partnership pursuant to the Partnership Agreement and, when issued and delivered to such Purchaser against payment therefor in accordance with the terms of this Agreement, will be validly issued in accordance with the Partnership Agreement, fully paid (to the extent required under by applicable Law and the Second A&R LLC Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 1817-303, 1817-607 and 1817-804 of the Delaware LLC LP Act). (ce) As of the Second Closing (after giving effect to the transactions contemplated by this Agreement and the Second A&R LLC Agreement, but without taking into account any of the issuances of units contemplated by clause (b) of Section 6.4 and without regard to any Units or other equity acquired by MSI under Section 5.2(d) of the Second A&R LLC Agreement or any other Units that do not impair or otherwise affect MSI’s (or its Affiliates’) rights or requirements under the Second A&R LLC Agreement with respect to governance or board representation), the issued and outstanding membership interests of the Company will consist of 26,897,141 Class A The Common Units and 894,102 Class B Common Units. All outstanding Common Unitsare listed on the NYSE, and the membership interests represented thereby, will have been duly authorized, fully paid (to the extent required under the Second A&R LLC Agreement) Partnership has not received any notice of delisting. The issuance and nonassessable (except as such nonassessability may be affected by Sections 18-303, 18-607 and 18-804 sale of the Delaware LLC Act)Purchased Units will not contravene NYSE rules and regulations.