Common use of Capitalization; Title Clause in Contracts

Capitalization; Title. (a) The total issued and outstanding equity of the Partnership consists of the Interests plus the interests of the Managing General Partner and the Administrative General Partner as set forth in Section 4.3(a) of the Disclosure Schedule. The aggregate capital contribution amount set forth in Section 4.3(a) of the Disclosure Schedule is the true and correct amount of aggregate capital contributions made by such LP Seller to the Partnership. (b) The authorized capital and number of outstanding shares of capital of each SPV (the "SPV Shares") are as set forth in Section 4.3(b) of the Disclosure Schedule. All SPV Shares are validly issued and outstanding, fully paid, and non-assessable. The Partnership owns, beneficially and of record, and has good, valid, and marketable title to all of the SPV Shares, free and clear of any and all Encumbrances. No Person has any written or oral agreement, arrangement or understanding or option to or any right or privilege (whether by law, preemption, or contract) that is an agreement, arrangement, understanding, or option for the purchase or acquisition from the Partnership of any SPV shares. (c) Except as set forth in the Partnership Agreement, there are no outstanding or authorized options, warrants, purchase agreements, participation agreements, subscription rights, conversion rights, exchange rights or other securities, contracts, arrangements, understanding or commitments that could require the Company to issue, sell or otherwise cause to become outstanding any equity of the Company or any securities convertible into, exchangeable for or carrying a right or option to purchase any equity of the Company or to create, authorize, issue, sell or otherwise cause to become outstanding any new class of equity of the Company. Except as set forth in the Partnership Agreement, there are no outstanding agreements among partners or members, registration rights agreements, or rights of first refusal pertaining to the Company's equity interests. None of the outstanding equity securities of the Company has been issued in violation of any rights of any Person or in violation of any Law.