Common use of Capitalization; Title Clause in Contracts

Capitalization; Title. (a) The authorized capital of the Managing General Partner consists of 500 shares of stock, without par value, of which 100 shares are outstanding. All MGP Shares are validly issued and outstanding, fully paid, and non-assessable. The Managing General Partner has good, valid, and marketable title to all of the Interests the Managing General Partner owns, free and clear of any and all Encumbrances. MGP Stockholder owns, beneficially and of record, and has good, valid, and marketable title to and the right to transfer to Purchaser, all of the MGP Shares, free and clear of any and all Encumbrances. At the Closing, MGP Stockholder will convey ownership of the MGP Shares, free and clear of any and all Encumbrances. No Person other than Purchaser 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 MGP Stockholder of any MGP Shares.