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

Capitalization and Valid Issuance of Units. (a) Immediately prior to the Closing, the Class A Purchaser will be the sole member of the Company and will hold of record and beneficially all of the issued and outstanding limited liability company interests of the Company, which, upon execution and delivery of the A&R LLC Agreement at the Closing will consist of the number of Class A Units and Class B Units listed in Section I of Schedule A hereto opposite the Class A Purchaser’s name, free and clear of all Liens, except for restrictions on transferability contained in the Delaware LLC Act, A&R LLC Agreement, and applicable state and federal securities Laws. Such Class A Units and Class B Units shall have been, immediately prior to the Closing, duly authorized and validly issued in accordance with the A&R LLC Agreement and fully paid (to the extent required by the A&R LLC Agreement), subject to the provisions of the Delaware LLC Act and the A&R LLC Agreement. As of the Closing Date, there will be no limited liability company interests of the Company issued or outstanding other than the Class A Units and the Class B Units. (b) Except for any such preemptive rights that have been waived or will be waived prior to the Closing, 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 acquired pursuant to this 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, limited liability company or other ownership interests in the Company are outstanding. (c) Upon the issuance of Issued NEP Non-Voting Units, such Issued NEP Non-Voting Units will be duly authorized, validly issued, and fully paid (to the extent required by the Amended NEP Partnership Agreement), subject to the provisions of the Delaware LP Act, and will be free of any and all Liens and restrictions on transfer, other than (i) restrictions on transfer under the Amended NEP Partnership Agreement, this Agreement or applicable state and federal securities Laws, (ii) with respect to each Class B Purchaser’s or its Affiliates’ Issued NEP Non-Voting Units, such Liens as are created by such Class B Purchaser or its Affiliates, and (iii) such Liens as arise under the Amended NEP Partnership Agreement or the Delaware LP Act. (d) Upon the issuance of Conversion Units upon conversion of the Issued NEP Non-Voting Units pursuant to the Amended NEP Partnership Agreement, such Conversion Units will be duly authorized, validly issued, and fully paid (to the extent required by the Amended NEP Partnership Agreement), subject to the provisions of the Delaware LP Act, and will be free of any and all Liens and restrictions on transfer, other than (i) restrictions on transfer under the Amended NEP Partnership Agreement, this Agreement or applicable state and federal securities Laws, (ii) with respect to each Class B Purchaser’s or its Affiliates’ Conversion Units, such Liens as are created by such Class B Purchaser or its Affiliates, and (iii) such Liens as arise under the Amended NEP Partnership Agreement or the Delaware LP Act.

Capitalization and Valid Issuance of Units. (a) Immediately prior to the Closing, the Class A Purchaser will be the sole member of the Company and will hold of record and beneficially own all of the issued and outstanding limited liability company interests of the Company, which, upon execution and delivery of the A&R LLC Agreement at the Closing Closing, will consist be cancelled. Except for the equity interests in the Company Subsidiaries, the Company does not own, directly or indirectly, any equity interests in any Person. (b) All of the number of Class A Units and the Class B Units listed in Section I of Schedule A hereto opposite shall be, when issued at the Class A Purchaser’s nameClosing, free and clear of all Liens, except for restrictions on transferability contained in the Delaware LLC Act, the A&R LLC Agreement, and or applicable state and federal securities Laws. Such Class A Units Laws and Class B Units shall have beenbe duly authorized, immediately prior to the Closingvalidly issued, duly authorized and validly issued fully paid in accordance with the A&R LLC Agreement and fully paid (to the extent required by the A&R LLC Agreement), subject to the and, other than those provisions of the Delaware LLC Act and the A&R LLC AgreementAgreement that require additional capital contributions or other payments to the Company following the Closing, no Class A Member or Class B Member shall have any obligation to make further payments for the purchase of the Class A Units or the Class B Units, respectively, or contributions to the Company by reason of their ownership of the Class A Units or the Class B Units, respectively. As of immediately following the Closing DateClosing, there will be no limited liability company interests of the Company issued or and outstanding other than the Class A Purchased Units and the Class B Purchased Units. (bc) Except for any such preemptive rights that have been waived or will be waived prior to the Closing, there There are no persons Persons entitled to statutory, preemptive, or other similar contractual rights to subscribe for the Purchased Units; , and, except for the Purchased Units to be acquired pursuant to this 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, limited liability company or other ownership interests in the Company are outstanding. (cd) Upon the issuance of Issued NEP Non-Voting Units, such Issued NEP Non-Voting Units will be duly authorized, and validly issued, and fully paid (to the extent required by the Amended NEP Partnership Agreement), subject to the provisions of the Delaware LP Act, and will be free of any and all Liens and restrictions on transfer, other than (i) 853970-WILSR01A - MSW restrictions on transfer under the Amended NEP Partnership Agreement, this Agreement or applicable state and federal securities Laws, (ii) with respect to each the Class B Purchaser’s (or its Affiliates’ ’) Issued NEP Non-Voting Units, such Liens as are created by such the Class B Purchaser (or its Affiliates), and (iii) such Liens as arise under the Amended NEP Partnership Agreement or the Delaware LP Act. (de) Upon the issuance of Conversion Units upon conversion of the Issued NEP Non-Voting Units pursuant to the Amended NEP Partnership Agreement, such Conversion Units will be duly authorized, validly issued, and fully paid (to the extent required by the Amended NEP Partnership Agreement), subject to the provisions of the Delaware LP Act, and will be free of any and all Liens and restrictions on transfer, other than (i) restrictions on transfer under the Amended NEP Partnership Agreement, this Agreement or applicable state and federal securities Laws, (ii) with respect to each the Class B Purchaser’s (or its Affiliates’ ’) Conversion Units, such Liens as are created by such the Class B Purchaser (or its Affiliates), and (iii) such Liens as arise under the Amended NEP Partnership Agreement or the Delaware LP Act. (f) Immediately prior to the Closing, all of the outstanding equity interests of each Company Subsidiary are held of record and beneficially owned by the Company or by one or more wholly-owned Company Subsidiaries as set forth on Schedule C(2), free and clear of all Liens, except for restrictions on transferability contained in the Delaware LLC Act, the Organizational Documents of such Company Subsidiary, or applicable state and federal securities laws, and are duly authorized, validly issued, and fully paid in accordance with such Organizational Documents. Except for the equity interests in any other Company Subsidiary, no Company Subsidiary owns, directly or indirectly, any equity interests in any Person. As of immediately following the Closing, there will be no limited liability company interests of any Company Subsidiary issued and outstanding other than the limited liability company interests of such Company Subsidiary issued and outstanding as of the date hereof. (g) There are no Persons entitled to statutory, preemptive, or other similar contractual rights to subscribe for limited liability company or other ownership interests in any Company Subsidiary, and 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, limited liability company or other ownership interests in any Company Subsidiary are outstanding.

Capitalization and Valid Issuance of Units. (a) Immediately prior to the Closing, the Class A Purchaser will be the sole member of the Company and will hold of record and beneficially all of the issued and outstanding limited liability company interests of the Company, which, upon execution and delivery of the A&R LLC Agreement at the Closing will consist of the number of Class A Units and Class B Units listed in Section I of Schedule A hereto opposite the Class A Purchaser’s name, free and clear of all Liens, except for restrictions on transferability contained in the Delaware LLC Act, A&R LLC Agreement, and or applicable state and federal securities Laws. Such Class A Units and Class B Units shall have been, immediately prior to the Closing, duly authorized and validly issued in accordance with the A&R LLC Agreement and fully paid (to the extent required by the A&R LLC Agreement), subject to the provisions of the Delaware LLC Act and the A&R LLC Agreement. As of the Closing Date, there will be no no, limited liability company interests of the Company issued or outstanding other than the Class A Units and the Class B Units. (b) Except for any such preemptive rights that have been waived or will be waived prior to the Closing, 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 acquired pursuant to this 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, limited liability company or other ownership interests in the Company are outstanding. (c) Upon the issuance of Issued NEP Non-Voting Units, such Issued NEP Non-Voting Units will be duly authorized, and validly issued, issued and fully paid (to the extent required by the Amended NEP Partnership Agreement), subject to the provisions of the Delaware LP Act, and will be free of any and all Liens and restrictions on transfer, other than (i) restrictions on transfer under the Amended NEP Partnership Agreement, this Agreement or applicable state and federal securities Laws, (ii) with respect to each Class B Purchaser’s or its Affiliates’ Issued NEP Non-Voting Units, such Liens as are created by such Class B Purchaser or its AffiliatesPurchaser, and (iii) such Liens as arise under the Amended NEP Partnership Agreement or the Delaware LP Act. (d) Upon the issuance of Conversion Units upon conversion of the Issued NEP Non-Voting Units pursuant to the Amended NEP Partnership Agreement, such Conversion Units will be duly authorized, and validly issued, issued and fully paid (to the extent required by the Amended NEP Partnership Agreement), subject to the provisions of the Delaware LP Act, and will be free of any and all Liens and restrictions on transfer, other than (i) restrictions on transfer under the Amended NEP Partnership Agreement, this Agreement or applicable state and federal securities Laws, (ii) with respect to each Class B Purchaser’s or its Affiliates’ Conversion Units, such Liens as are created by such Class B Purchaser or its AffiliatesPurchaser, and (iii) such Liens as arise under the Amended NEP Partnership Agreement or the Delaware LP Act.

Capitalization and Valid Issuance of Units. (a) Immediately prior to the ClosingInitial Issuance, the Class A Purchaser will be the sole member of the Company and will hold of record and beneficially all of the issued and outstanding limited liability company interests of the Company, which, upon . Upon execution and delivery of the A&R LLC Agreement at on the Closing Initial Issuance Date, (i) the authorized limited liability company interests of the Company will consist of the number of Class A Units and Class B Units listed in Section I of Schedule A hereto and (ii) immediately following consummation of the Initial Issuance, but prior to the Initial Closing, the Class A Purchaser will be the sole member of the Company and will hold of record and beneficially the number of Class A Units and Aggregate Class B Purchased Units set forth in Section II of Schedule A hereto opposite the Class A Purchaser’s name, free and clear of all Liens, except for restrictions on transferability contained in the Delaware LLC Act, A&R LLC Agreement, and applicable state and federal securities Laws. Such Immediately prior to the Initial Issuance, the Class A Purchased Units and Aggregate Class B Purchased Units shall have been, immediately prior to the Closing, been duly authorized and validly issued in accordance with the A&R LLC Agreement and, immediately following the Initial Issuance, the Class A Purchased Units and Aggregate Class B Purchased Units shall be validly issued and fully paid (to the extent required by the A&R LLC Agreement), subject to the provisions of the Delaware LLC Act and the A&R LLC Agreement. As of the Initial Closing Date, there will be no limited liability company interests of the Company issued or outstanding other than the Class A Purchased Units and the Aggregate Class B Purchased Units. (b) The Initial Aggregate Class B Purchased Units shall be, immediately prior to the Initial Closing, duly authorized by the Company pursuant to the A&R LLC Agreement and, when delivered by the Class A Purchaser to the Class B Purchasers at the Initial Closing against payment therefor in accordance with the terms of this Agreement, will be validly issued and fully paid (to the extent required by the A&R LLC Agreement), subject to the provisions of the Delaware LLC Act, and will be free of any and all Liens and restrictions on transfer, other than (i) restrictions on transfer under the A&R LLC Agreement, this Agreement, or applicable state and federal securities Laws, (ii) with respect to each Class B Purchaser’s Initial Individual Class B Purchased Units, such Liens as are created by such Class B Purchaser, and (iii) such Liens as arise under the A&R LLC Agreement or the Delaware LLC Act. (c) The Additional Aggregate Class B Purchased Units shall be, immediately prior to the Additional Class B Units Sale, duly authorized by the Company pursuant to the A&R LLC Agreement and, when delivered by the Class A Purchaser to the Class B Purchasers at the Additional Closing against payment therefor in accordance with the terms of this Agreement, will be validly issued and fully paid (to the extent required by the A&R LLC Agreement), subject to the provisions of the Delaware LLC Act, and will be free of any and all Liens and restrictions on transfer, other than (i) restrictions on transfer under the A&R LLC Agreement, this Agreement, or applicable state and federal securities Laws, (ii) with respect to each Class B Purchaser’s Additional Individual Class B Purchased Units, such Liens as are created by such Class B Purchaser, and (iii) such Liens as arise under the A&R LLC Agreement or the Delaware LLC Act. (d) Except for any such preemptive rights that have been waived or will be waived prior to the ClosingInitial Issuance, there are no persons Persons entitled to statutory, preemptive, or other similar contractual rights to subscribe for the Class A Purchased Units or the Aggregate Class B Purchased Units; and, except for the Class A Purchased Units or Aggregate Class B Purchased Units to be acquired pursuant to this 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, limited liability company or other ownership interests in the Company are outstanding. (ce) Upon the issuance of Issued NEP Non-Voting Units, such Issued NEP Non-Voting Units will be duly authorized, validly issued, and fully paid (to the extent required by the Amended NEP Partnership Agreement), subject to the provisions of the Delaware LP Act, and will be free of any and all Liens and restrictions on transfer, other than (i) restrictions on transfer under the Amended NEP Partnership Agreement, this Agreement or applicable state and federal securities Laws, (ii) with respect to each Class B Purchaser’s or its Affiliates’ Issued NEP Non-Voting Units, such Liens as are created by such Class B Purchaser or its Affiliates, and (iii) such Liens as arise under the Amended NEP Partnership Agreement or the Delaware LP Act. (df) Upon the issuance of Conversion Units upon conversion of the Issued NEP Non-Voting Units pursuant to the Amended NEP Partnership Agreement, such Conversion Units will be duly authorized, validly issued, and fully paid (to the extent required by the Amended NEP Partnership Agreement), subject to the provisions of the Delaware LP Act, and will be free of any and all Liens and restrictions on transfer, other than (i) restrictions on transfer under the Amended NEP Partnership Agreement, this Agreement or applicable state and federal securities Laws, (ii) with respect to each Class B Purchaser’s or its Affiliates’ Conversion Units, such Liens as are created by such Class B Purchaser or its Affiliates, and (iii) such Liens as arise under the Amended NEP Partnership Agreement or the Delaware LP Act.

Capitalization and Valid Issuance of Units. (a) Immediately prior to the ClosingInitial Issuance, the Class A Purchaser will be the sole member of the Company and will hold of record and beneficially all of the issued and outstanding limited liability company interests of the Company, which, upon . Upon execution and delivery of the A&R LLC Agreement at on the Closing Initial Issuance Date, (i) the authorized limited liability company interests of the Company will consist of the number of Class A Units and Class B Units listed in Section I of Schedule A hereto and (ii) immediately following consummation of the Initial Issuance, the Class A Purchaser will be the sole member of the Company and will hold of record and beneficially (A) the number of Class A Units set forth in Section II of Schedule A hereto opposite the Class A Purchaser’s namename and (B) such number of Additional Aggregate Class B Purchased Units (if any) as shall be set forth in the Notice of Initial Closing, free and clear of all Liens, except for restrictions on transferability contained in the Delaware LLC Act, A&R LLC Agreement, and applicable state and federal securities Laws. Such The Class A Purchased Units and Additional Aggregate Class B Purchased Units shall have been, immediately prior to the ClosingInitial Issuance, duly authorized and validly issued in accordance with the A&R LLC Agreement and fully paid (to the extent required by the A&R LLC Agreement), subject to the provisions of the Delaware LLC Act and the A&R LLC Agreement. As of the Initial Closing Date, there will be no limited liability company interests of the Company issued or outstanding other than the Class A Purchased Units and the Aggregate Class B Purchased Units. (b) The Initial Aggregate Class B Purchased Units shall be, immediately prior to the Initial Closing, duly authorized by the Company pursuant to the A&R LLC Agreement and, when issued and delivered to the Class B Purchasers against payment therefor in accordance with the terms of this Agreement, will be validly issued and fully paid (to the extent required by the A&R LLC 869214.30-WILSR01A - MSW Agreement), subject to the provisions of the Delaware LLC Act, and will be free of any and all Liens and restrictions on transfer, other than (i) restrictions on transfer under the A&R LLC Agreement, this Agreement, or applicable state and federal securities Laws, (ii) with respect to each Class B Purchaser’s Initial Individual Class B Purchased Units, such Liens as are created by such Class B Purchaser, and (iii) such Liens as arise under the A&R LLC Agreement or the Delaware LLC Act. (c) The Additional Aggregate Class B Purchased Units shall be, immediately prior to the Initial Closing, duly authorized by the Company pursuant to the A&R LLC Agreement, and when issued and delivered to the Class A Purchasers at the Initial Closing against payment therefor in accordance with the terms of this Agreement, will be validly issued and fully paid (to the extent required by the A&R LLC Agreement), subject to the provisions of the Delaware LLC Act, and will be free of any and all Liens and restrictions on transfer, other than (i) restrictions on transfer under the A&R LLC Agreement, this Agreement, or applicable state and federal securities Laws, (ii) such Liens as are created by the Class A Purchaser, and (iii) such Liens as arise under the A&R LLC Agreement or the Delaware LLC Act. (d) The Additional Aggregate Class B Purchased Units shall be, immediately following the Additional Class B Units Contribution and prior to the Additional Class B Units Sale, duly authorized by the Company pursuant to the A&R LLC Agreement, and when delivered to the Class B Purchasers at the Additional Closing against payment therefor in accordance with the terms of this Agreement, will be validly issued and fully paid (to the extent required by the A&R LLC Agreement), subject to the provisions of the Delaware LLC Act, and will be free of any and all Liens and restrictions on transfer, other than (i) restrictions on transfer under the A&R LLC Agreement, this Agreement, or applicable state and federal securities Laws, (ii) with respect to each Class B Purchaser’s Additional Individual Class B Purchased Units, such Liens as are created by such Class B Purchaser, and (iii) such Liens as arise under the A&R LLC Agreement or the Delaware LLC Act. (e) Except for any such preemptive rights that have been waived or will be waived prior to the ClosingInitial Issuance, there are no persons Persons entitled to statutory, preemptive, or other similar contractual rights to subscribe for the Class A Purchased Units or the Aggregate Class B Purchased Units; and, except for the Class A Purchased Units or Aggregate Class B Purchased Units to be acquired pursuant to this 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, limited liability company or other ownership interests in the Company are outstanding. (cf) Upon the issuance of Issued NEP Non-Voting Units, such Issued NEP Non-Voting Units will be duly authorized, validly issued, and fully paid (to the extent required by the Amended NEP Partnership Agreement), subject to the provisions of the Delaware LP Act, and will be free of any and all Liens and restrictions on transfer, other than (i) restrictions on transfer under the Amended NEP Partnership Agreement, this Agreement or applicable state and federal securities Laws, (ii) with respect to each Class B Purchaser’s or its Affiliates’ Issued NEP Non-Voting Units, such Liens as are created by such Class B Purchaser or its Affiliates, and (iii) such Liens as arise under the Amended NEP Partnership Agreement or the Delaware LP Act. (dg) Upon the issuance of Conversion Units upon conversion of the Issued NEP Non-Voting Units pursuant to the Amended NEP Partnership Agreement, such Conversion Units will be duly authorized, validly issued, and fully paid (to the extent required by the Amended NEP Partnership Agreement), subject to the provisions of the Delaware LP Act, and will be free of any and all Liens and restrictions on transfer, other than (i) restrictions on transfer under the Amended NEP Partnership Agreement, this Agreement or applicable state and federal securities Laws, (ii) with respect to each Class B Purchaser’s or its 869214.30-WILSR01A - MSW Affiliates’ Conversion Units, such Liens as are created by such Class B Purchaser or its Affiliates, and (iii) such Liens as arise under the Amended NEP Partnership Agreement or the Delaware LP Act.