Contributed Interests. There are no rights to purchase, subscriptions, warrants, options, conversion rights or preemptive rights relating to the Contributed Interests or any equity interest in any Contributed Entity that will be in effect as of the Closing.
Contributed Interests. (a) The Contributed Interests (i) constitute (A) 100% of the limited liability company interests in the Contributed Entities and (B) a 19.4571% equity interest in Explorer and (ii) were duly authorized and validly issued and are fully paid and non-assessable. Except as set forth on Schedule 3.8, the Contributed Interests are not subject to and were not issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of local or state law applicable to such Contributed Interests, any Contributed Entity’s or Explorer’s, as the case may be, organizational documents, or any contract, arrangement or agreement to which any Contributing Party, Contributed Entity, Explorer or any of their respective Subsidiaries is a party or to which it or any of their respective properties or assets is otherwise bound.
(b) The Contributing Parties have good and valid record and beneficial title to the Contributed Interests, free and clear of any and all Liens, and, except as provided or created by the limited liability company agreement or other organizational or governance documents of any Contributed Entity or Explorer, the Securities Act or applicable securities laws, the Contributed Interests are free and clear of any restrictions on transfer, Taxes, or claims. Except as set forth in the organizational or governance documents of the Contributing Parties, the Contributed Entities or Explorer, there are no options, warrants, purchase rights, contracts, commitments or other securities exercisable or exchangeable for any equity interests of the Contributed Entities or, to the knowledge of the Contributing Parties, Explorer, any other commitments or agreements of the Contributing Parties, Contributed Entities or any of their respective Affiliates, or to the knowledge of the Contributing Parties, Explorer providing for the issuance of additional equity interests in the Contributed Entities or Explorer, or for the repurchase or redemption of the Contributed Interests, or any agreements of any kind which may obligate any Contributed Entity to issue, purchase, register for sale, redeem or otherwise acquire any of its equity interests. Immediately after the Closing, the Partnership Group will have good and valid record and beneficial title to such Contributed Interests, free and clear of any Liens.
(c) The Contributed Entities have good and valid record and beneficial title to the JV Interest...
Contributed Interests. (a) The Contributed Interests (i) constitute 40% of the limited liability company interests in Bayou Bridge and (ii) were duly authorized and validly issued and are fully paid and non-assessable. Except as set forth in the Bayou Bridge LLC Agreement, the Contributed Interests are not subject to and were not issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of local or state law applicable to the Contributed Interests or Bayou Bridge or the organizational documents of any P66 Party or Bayou Bridge, or any contract, arrangement or agreement to which Bayou Bridge is a party or to which it or any of its respective properties or assets is otherwise bound.
(b) Pipeline has and, as of the Closing, PDI will have, good and valid record and beneficial title to the Contributed Interests, free and clear of any and all Liens, and, except as provided or created by the limited liability company agreement or other organizational or governance documents of Bayou Bridge, the Securities Act or applicable securities laws, the Contributed Interests are free and clear of any restrictions on transfer, Taxes, or claims. Immediately after the Closing, the Partnership Group will have good and valid record and beneficial title to the Contributed Interests, free and clear of any Liens.
Contributed Interests. (a) The Contributed Interests (i) constitute 100% of the limited liability company interests in the Contributed Entities and (ii) were duly authorized and validly issued and are fully paid and non-assessable (except as such non- assessability may be affected by Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act). The Xxxxxx Interests (i) constitute 100% of the limited liability company interests in Xxxxxx Frac LLC and (ii) were duly authorized and validly issued and are fully paid and non-assessable (except as such non-assessability may be affected by Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act). None of the Contributed Interests, the Xxxxxx Interests or the partnership interests in P66 Opco are subject to or were issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of local or state law applicable to the Contributed Interests, Xxxxxx Frac LLC or P66 Opco, as applicable, the organizational documents of any Contributed Entity, Xxxxxx Frac LLC or P66 Opco, or any contract, arrangement or agreement to which P66 Company, PDI, any Contributed Entity, Xxxxxx Frac LLC, P66 Opco or any of their respective Subsidiaries is a party or to which it or any of their respective properties or assets (including the Contributed Assets) is otherwise bound.
(b) PDI has good and valid record and beneficial title to the Contributed Interests, free and clear of any and all Liens, and, except as provided or created by the limited liability company agreement or other organizational or governance documents of any Contributed Entity, the Securities Act or applicable securities laws, the Contributed Interests are free and clear of any restrictions on transfer, Taxes or claims. There are no options, warrants, purchase rights, contracts, commitments or other securities exercisable or exchangeable for any equity interests of the Contributed Entities or any other commitments or agreements providing for the issuance of additional equity interests in the Contributed Entities or P66 Opco, or for the repurchase or redemption of the Contributed Interests, or any agreements of any kind that may obligate any Contributed Entity or P66 Opco to issue, purchase, register for sale, redeem or otherwise acquire any of its equity interests. Immediately after the Closing, the Partnership will have good and valid record and beneficial title to the Con...
Contributed Interests. (a) The Contributed Interests (i) constitute 100% of the limited liability company interests in the Contributed Entities and (ii) were duly authorized and validly issued and are fully paid and non-assessable (except as such non-assessability may be affected by Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act). The Xxxxxx Interests (i) constitute 100% of the limited liability company interests in Xxxxxx Frac LLC and (ii) were duly authorized and validly issued and are fully paid and non-assessable (except as such non-assessability may be affected by Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act). None of the Contributed Interests, the Xxxxxx Interests or the partnership interests in P66 Opco are subject to or were issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of local or state law applicable to the Contributed Interests, Xxxxxx Frac LLC or P66 Opco, as applicable, the organizational documents of any Contributed Entity, Xxxxxx Frac LLC or P66 Opco, or any contract, arrangement or agreement to which P66 Company, PDI, any Contributed Entity, Xxxxxx Frac LLC, P66 Opco or any of their respective Subsidiaries is a party or to which it or any of their respective properties or assets (including the Contributed Assets) is otherwise bound.
(b) PDI has good and valid record and beneficial title to the Contributed Interests, free and clear of any and all Liens, and, except as provided or created by the limited liability company agreement or other organizational or governance documents of any Contributed Entity, the Securities Act or applicable securities laws, the Contributed Interests are free and clear of any restrictions on transfer, Taxes or claims. There are no options, warrants, purchase rights, contracts, commitments or other securities exercisable or exchangeable for any equity interests of the Contributed Entities or any other commitments or agreements providing for the issuance of additional equity interests in the Contributed Entities or P66 Opco, or for the repurchase or redemption of the Contributed Interests, or any agreements of any kind that may obligate any Contributed Entity or P66 Opco to issue, purchase, register for sale, redeem or otherwise acquire any of its equity interests. Immediately after the Closing, the Partnership will have good and valid record and beneficial title to the Cont...
Contributed Interests. (a) The Contributed Interests (i) constitute 100% of the limited liability company interests in the Contributed Entities and
Contributed Interests. 4 Section 1.19
Contributed Interests. The limited partnership interests in the Existing Partnerships and any Additional Partnerships contributed to the Partnership by the Limited Partners as described in the Contribution Agreements entered into from time to time with the Partnership.
Contributed Interests. The Contributor's Interests will be free and clear of all liens and encumbrances on the Closing Date and the Contributor has good, merchantable title thereto and the right to convey its interests in accordance with the terms of this Agreement. Upon delivery of an assignment of membership interests to the Acquiror at Closing in accordance with Section 6.2(b) hereof, good, valid and merchantable title to the Contributor's Interests, free and clear of all liens and encumbrances, will pass to the Acquiror.
Contributed Interests. At the Contribution Effective Time (or, with respect to the Split-Off Effective Time Assets and Liabilities, such other time specified on Schedule A):
(i) Liberty and LI LLC shall transfer, convey and assign to the Company all of their respective rights, title and interest in and to all of the Contributed Ventures Assets, and the Company shall acquire and accept from Liberty and LI LLC, all such rights, title and interest in and to all of the Contributed Ventures Assets. Prior to the Contribution Effective Time, it is intended that Liberty will first transfer any of its rights, title and interest in and to the Contributed Ventures Assets to LI LLC, except as otherwise contemplated by Schedule A.
(ii) In exchange for the Contributed Ventures Assets, the Company shall:
(1) issue to LI LLC a number of shares of Company Reclassified Class A Common Stock and a number of shares of Company Reclassified Class B Common Stock equal to the number of shares of Liberty Ventures Series A Common Stock and Liberty Ventures Series B Common Stock, respectively, outstanding on the Closing Date;
(2) assume the Assumed Liabilities;
(3) issue to LI LLC the Company Charter Exchangeable Debentures in an aggregate principal amount equal to the Exchange Offer Principal Amount; and
(4) distribute to LI LLC the Agreed Cash Amount immediately following Broadband Holdco’s receipt of such amount of borrowed funds under its Loan Facility.
(iii) (1) Immediately following the contribution of the Contributed Ventures Assets pursuant to Section 2.3(c)(i) and prior to the distribution described in Section 2.3(c)(ii)(4), the Company shall cause Broadband Holdco to borrow funds under the Loan Facility in an amount sufficient to permit the distribution by Broadband Holdco to the Company of the Agreed Cash Amount and shall cause Broadband Holdco to distribute the Agreed Cash Amount to the Company.
