Capitalization and Valid Issuance of Purchased Units. (a) The Purchased Units shall have those rights, preferences, privileges and restrictions governing the Common Units as reflected in the Partnership Agreement. (b) As of the date of this Agreement, prior to the issuance and sale of the Purchased Units, the issued and outstanding limited partner interests of PBFX consist of 42,074,784 Common Units and the Incentive Distribution Rights, as defined in the Partnership Agreement. The only issued and outstanding general partner interests of PBFX are the interests of the General Partner described in the Partnership Agreement. All outstanding Common Units and the limited partner interests represented thereby have been duly authorized and are validly issued in accordance with the Partnership Agreement and are fully paid (to the extent required under the Partnership Agreement) and non-assessable (except as described in the Partnership Agreement and except as such non-assessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act). (c) All the outstanding equity interests of each Subsidiary have been duly and validly authorized and issued in accordance with such Subsidiary’s governing documents and are fully paid (in the case of any Subsidiary that is a limited liability company, to the extent required by such Subsidiary’s limited liability company agreement, and in the case of any Subsidiary that is a limited partnership, to the extent required by such Subsidiary’s agreement of limited partnership) and non-assessable (in the case of any Subsidiary that is a limited liability company, except as such non-assessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act, and in the case of any Subsidiary that is a limited partnership, except as such non-assessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act and matters included in such Subsidiary’s agreement of limited partnership), and all outstanding equity interests of the Subsidiaries are owned by PBFX either directly or through wholly owned subsidiaries free and clear of any Liens, except for any such Liens on the outstanding equity interests of the Subsidiaries that are described in the Prospectus. (d) The Common Units being purchased by such Purchaser hereunder and the limited partner interests represented thereby, have been duly and validly authorized by PBFX pursuant to the Partnership Agreement prior to the Closing and, when issued and delivered to such Purchaser against payment therefor in accordance with the terms of this Agreement, will be validly issued, fully paid (to the extent required by the Partnership Agreement) and non-assessable (except as described in the Partnership Agreement and except as set forth in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act) and free of statutory and contractual preemptive rights, resale rights, rights of first refusal and similar rights; and the Purchased Units, when issued and delivered against payment therefor as provided herein, will be free of any restriction upon the voting or transfer thereof pursuant to the Partnership Agreement or any agreement or other instrument to which PBFX is a party. (e) The Common Units, including the Purchased Units, conform in all material respects to the description thereof, if any, contained or incorporated by reference in the Registration Statement and the Prospectus; and the certificates for the Purchased Units are in due and proper form. (f) The Common Units are listed on the NYSE, and PBFX has not received any notice of delisting. At the Closing the Purchased Units will have been approved for listing on the NYSE, subject only to official notice of issuance. (g) Except as contained in the Partnership Agreement or described in the Registration Statement and the Prospectus, there are no (i) preemptive rights or other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of, any equity securities in PBFX or (ii) outstanding options or warrants to purchase any securities of PBFX. None of the outstanding equity interests of PBFX were issued in violation of the preemptive or similar rights of any security holder of PBFX. The offering or sale of the Purchased Units as contemplated by this Agreement does not give rise to any rights for or relating to the registration of Common Units or other securities of PBFX, except such rights as have been waived or satisfied.
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Capitalization and Valid Issuance of Purchased Units. (a) The Purchased Units shall have those rights, preferences, privileges and restrictions governing the Common Units as reflected in the Partnership Agreement.
(b) As of the date of this Agreement, prior to the issuance and sale of the Purchased Units, as contemplated hereby, and the Common Units to be issued and outstanding pursuant to the Concurrent Private Placement, the limited partners of ONEOK held limited partner interests of PBFX consist of 42,074,784 Common Units and the Incentive Distribution Rights, in ONEOK aggregating a 98.0% Partnership Interest (as defined in the Partnership Agreement. The only issued and outstanding general partner interests ) (subject to the provisions of PBFX are the interests of the General Partner described in the Partnership Agreement. All ), such limited partner interests being represented by a total of 187,978,848 outstanding Common Units and 72,988,252 outstanding Class B Units (collectively, the “Limited Partner Units”); as of the time of purchase and each additional time of purchase, if any, the Limited Partner Units and the limited partner interests represented thereby have been duly were authorized and are validly issued in accordance with by the Partnership Agreement and are validly issued, fully paid (to the extent required under the Partnership Agreement) and non-assessable (except as described in the Partnership Agreement and except as such non-assessability may be affected by set forth in Sections 17-303, 17-607 and 17-804 of the Delaware LP ActDRULPA).
(c) All the outstanding equity interests of each Subsidiary have been duly and validly authorized and issued in accordance with such Subsidiary’s governing documents and are fully paid (in the case of any Subsidiary that is a limited liability company, to the extent required by such Subsidiary’s limited liability company agreement, and in the case of any Subsidiary that is a limited partnership, to the extent required by such Subsidiary’s agreement of limited partnership) and non-assessable nonassessable (in the case of any Subsidiary that is a limited liability company, except as such non-assessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC DLLCA or by Sections 2030, 2031 and 2040 of the Oklahoma Limited Liability Company Act, and in the case of any Subsidiary that is a limited partnership, except as such non-assessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act DRULPA and matters included in such Subsidiary’s agreement of limited partnership), and all outstanding equity interests of the Subsidiaries are owned by PBFX ONEOK either directly or through wholly owned subsidiaries free and clear of any perfected security interest or any other security interests, claims or Liens, except for any such Liens on the outstanding equity interests of the Subsidiaries that are described in the Prospectus.
(d) The Common Purchased Units being purchased by such Purchaser hereunder and the limited partner interests represented thereby, have been duly and validly authorized by PBFX pursuant to the Partnership Agreement prior to the Closing and, when issued and delivered to such Purchaser against payment therefor in accordance with the terms of this Agreementas provided herein, will be duly and validly issued, fully paid (to the extent required by under the Partnership Agreement) and non-assessable (except as described in the Partnership Agreement and except as set forth in Sections 17-303, 17-607 and 17-804 of the Delaware LP ActDRULPA) and free of statutory and contractual preemptive rights, resale rights, rights of first refusal and similar rights; and the Purchased Units, when issued and delivered against payment therefor as provided herein, will be free of any restriction upon the voting or transfer thereof pursuant to the Partnership Agreement or any agreement or other instrument to which PBFX ONEOK is a party; and the statements under the caption “Description of common units representing limited partner interests” in the Basic Prospectus and contained or incorporated by reference in the Registration Statement, insofar as such statements summarize certain provision of documents referred to therein, fairly summarize such provisions in all material respects.
(e) The Common Units, including the Purchased Units, conform in all material respects to the description thereof, if any, contained or incorporated by reference in the Registration Statement and the Prospectus; and the certificates for the Purchased Units are in due and proper form.
(f) The Common Units are listed on the NYSE, and PBFX ONEOK has not received any notice of delisting. At the Closing the Purchased Units will have been approved for listing on the NYSE, subject only to official notice of issuance.
(g) Except as contained in for the obligation of the General Partner under the Partnership Agreement or to make such investments as are required in order to maintain a 2.0% interest in ONEOK, such rights as have been duly waived and as described in the Registration Statement (excluding the exhibits thereto) and the Prospectus, there are no (i) no person has the right, contractual or otherwise, to cause ONEOK to issue or sell to its Common Units or other equity interests of ONEOK, (ii) no person has any preemptive rights, resale rights, rights of first refusal or other rights to subscribe for purchase Common Units or to purchase, nor any restriction upon the voting or transfer of, any equity securities in PBFX or (ii) outstanding options or warrants to purchase any securities of PBFX. None of the outstanding other equity interests of PBFX were issued in violation of ONEOK and (iii) no person has the preemptive right to act as an underwriter or similar rights of any security holder of PBFX. The offering or as a financial advisor to ONEOK in connection with the offer and sale of the Purchased Units as contemplated by this Agreement does not give rise to any rights Units; except for or relating to the registration of Common Units or other securities of PBFX, except such rights as have been duly waived and as are provided for in the Concurrent Private Placement, no person has the right, contractual or satisfiedotherwise, to cause ONEOK to register under the Securities Act any Common Units or other equity interests in ONEOK, or to include any such Common Units or other interests in the Registration Statement or the offering contemplated thereby.
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