Entity Ownership. (i) Moriah Properties, Ltd., DAB Resources, Ltd., Brothers Production Properties, Ltd., Brothers Production Company, Inc., Brothers Operating Company, Inc., J&W McGraw Properties, Ltd. and H2K Holdings, Ltd. own 100% of the issued and outstanding membership interests in the General Partner; such membership interests have been duly authorized and validly issued in accordance with the Amended and Restated Limited Liability Company Agreement of the General Partner (as amended as of the date hereof, the “GP LLC Agreement”), and are fully paid and non-assessable (except as such non-assessability may be limited by Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act (the “Delaware LLC Act”)); and such persons and entities own such membership interests free and clear of all liens, encumbrances, security interests, charges or claims (“Liens”). (ii) The General Partner is the sole general partner of the Partnership with an approximate 0.03% general partner interest in the Partnership; such general partner interest has been duly authorized and validly issued in accordance with the Amended and Restated Limited Partnership Agreement of the Partnership (as amended as of the date hereof, the “Partnership Agreement”) and is fully paid; and the General Partner owns such general partner interest free and clear of all Liens, the General Partner owns no assets, and has no business other than with respect to its general partner interest in the Partnership. (iii) As of the date hereof, the issued and outstanding Units was 57,423,819 Units, and all of such Units have been duly authorized and validly issued in accordance with the Partnership Agreement and are fully paid (to the extent required by the Partnership Agreement) and non-assessable (except as such non-assessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”)).
Appears in 1 contract
Entity Ownership. (i) Moriah Properties, Ltd., DAB Resources, Ltd., Brothers Production Properties, Ltd., Brothers Production Company, Inc., Brothers Operating Company, Inc., J&W McGraw Properties, Ltd. and H2K Holdings, Ltd. own 100% of the issued and outstanding membership interests in the General Partner; such membership interests have been duly authorized and validly issued in accordance with the Amended and Restated Limited Liability Company Agreement of the General Partner (as amended as of the date hereof, the “GP LLC Agreement”), and are fully paid and non-assessable (except as such non-assessability may be limited by Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act (the “Delaware LLC Act”)); and such persons and entities own such membership interests free and clear of all liens, encumbrances, security interests, charges or and claims (“Liens”).
(ii) The General Partner is the sole general partner of the Partnership with an approximate 0.03% general partner interest in the Partnership; such general partner interest has been duly authorized and validly issued in accordance with and is fully paid (to the extent required by the Fourth Amended and Restated Agreement of Limited Partnership Agreement of the Partnership (as amended as of the date hereof, the “Partnership Agreement”) and is fully paid)); and the General Partner owns such general partner interest free and clear of all Liens, ; the General Partner owns no assets, and has no business business, other than with respect to its general partner interest in the Partnership.
(iii) As of the date hereofhereof and immediately prior to the issuance of the Securities pursuant to this Agreement, the issued and outstanding limited partner interests of the Partnership consists of (i) 57,669,048 Units, (ii) 2,300,000 8% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units was 57,423,819 representing limited partners interests in the Partnership (the “Series A Preferred Units”), (iii) 7,200,000 8.00% Series B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units representing limited partner interests in the Partnership (the “Series B Preferred Units”) and (iv) 300,000 Incentive Distribution Units (as such term is defined in the Partnership Agreement). All of the issued and outstanding Units, Series A Preferred Units, Series B Preferred Units and Incentive Distribution Units, and all of such Units the limited partner interests represented thereby, have been duly authorized and validly issued in accordance with the Partnership Agreement issued, and are fully paid (to the extent required by the Partnership Agreement) and non-assessable (except as such non-assessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”)).
(iv) The Securities to be issued and sold by the Partnership hereunder, and the limited partner interests represented thereby, will be duly authorized in accordance with the Partnership Agreement and, when issued and delivered to the Underwriters 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 such non-assessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act).
Appears in 1 contract
Entity Ownership. (i) Moriah Properties, Ltd., DAB Resources, Ltd., Brothers Production Properties, Ltd., Brothers Production Company, Inc., Brothers Operating Company, Inc., J&W McGraw Properties, Ltd. and H2K Holdings, Ltd. own 100% of the issued and outstanding membership interests in the General Partner; such membership interests have been duly authorized and validly issued in accordance with the Amended and Restated Limited Liability Company Agreement of the General Partner (as amended as of the date hereof, the “GP LLC Agreement”), and are fully paid and non-assessable (except as such non-assessability may be limited by Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act (the “Delaware LLC Act”)); and such persons and entities own such membership interests free and clear of all liens, encumbrances, security interests, charges or and claims (“Liens”).
(ii) The General Partner is the sole general partner of the Partnership with an approximate 0.03% general partner interest in the Partnership; such general partner interest has been duly authorized and validly issued in accordance with the Amended and Restated Limited Partnership Agreement of the Partnership (as amended as of the date hereof, the “Partnership Agreement”) and is fully paid; and the General Partner owns such general partner interest free and clear of all Liens, ; the General Partner owns no assets, and has no business business, other than with respect to its general partner interest in the Partnership.
(iii) As of the date hereofhereof and immediately prior to the issuance of the Securities pursuant to this Agreement, the issued and outstanding limited partner interests of the Partnership consists of (i) 57,674,418 Units, (ii) 2,300,000 8% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units was 57,423,819 (the “Series A Preferred Units”) and (iii) 300,000 Incentive Distribution Units (as such term is defined in the Amended and Restated Partnership Agreement). All of the issued and outstanding Units, Series A Preferred Units and Incentive Distribution Units, and all of such Units the limited partner interests represented thereby, have been duly authorized and validly issued in accordance with the Partnership Agreement Agreement, and are fully paid (to the extent required by the Partnership Agreement) and non-assessable (except as such non-assessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”)).
(iv) The Securities to be issued and sold by the Partnership hereunder, and the limited partner interests represented thereby, will be duly authorized in accordance with the Amended and Restated Partnership Agreement and, when issued and delivered to the Underwriters against payment therefor in accordance with the terms of this Agreement, will be validly issued, fully paid (to the extent required by the Amended and Restated Partnership Agreement) and non-assessable (except as such non-assessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act).
Appears in 1 contract
Entity Ownership. (ia) Moriah Properties, Ltd., DAB Resources, Ltd., Brothers Production Properties, Ltd., Brothers Production Company, Inc., Brothers Operating Company, Inc., J&W McGraw Properties, Ltd. Ltd., MBN Properties LP, and H2K Holdings, Ltd. own 100% of the issued and outstanding membership interests in the General Partner; such membership interests have been duly authorized and validly issued in accordance with the Amended and Restated Limited Liability Company Agreement of the General Partner (as amended as of the date hereof, the “GP LLC Agreement”), and are fully paid and non-assessable (except as such non-assessability may be limited by Sections Section 18-607 and 18-804 of the Delaware Limited Liability Company Act (the “Delaware LLC Act”)); and such persons and entities own such membership interests free and clear of all liens, encumbrances, security interests, charges or claims (“Liens”).
(iib) The General Partner is the sole general partner of the Partnership with an approximate 0.03a 0.1% general partner interest in the Partnership; such general partner interest has been duly authorized and validly issued in accordance with the Amended and Restated Limited Partnership Agreement of the Partnership (as amended as of the date hereof, the “Partnership Agreement”) , and is fully paid; and the General Partner owns such general partner interest free and clear of all Liens, ; the General Partner owns no assets, and has no business business, other than with respect to its 0.1% general partner interest in the Partnership.
(iiic) As At the Closing Date, after giving effect to the offering contemplated hereby (assuming the option to purchase Option Securities is not exercised), the persons listed on Schedule I (the "Existing Unitholders") will own [ ] Units, representing collectively a [ ]% limited partner interest in the Partnership (the "Existing Unitholder Units"). At the Closing Time, all of the date hereof, the issued and outstanding Units was 57,423,819 Existing Unitholder Units, and all of such Units have been the limited partner interests represented thereby, will be duly authorized and validly issued in accordance with the Partnership Agreement Agreement, and are will be fully paid (to the extent required by under the Partnership Agreement) and non-assessable (except as such non-assessability may be affected by Sections 17-303, Section 17-607 and 17-804 of the Delaware Revised Uniform Limited LP Act).
(d) The Units to be issued and sold by the Partnership Act hereunder, and the limited partner interests represented thereby, will be duly authorized in accordance with the Partnership Agreement and, when issued and delivered to the purchaser thereof against payment therefor in accordance with the terms of this Agreement, will be validly issued, fully paid (to the “extent required under the Partnership Agreement) and non-assessable (except as such non-assessability may be affected by Section 17-607 of the Delaware LP Act”)).
Appears in 1 contract
Entity Ownership. (i) Moriah Properties, Ltd., DAB Resources, Ltd., Brothers Production Properties, Ltd., Brothers Production Company, Inc., Brothers Operating Company, Inc., J&W McGraw Properties, Ltd. and H2K Holdings, Ltd. own 100% of the issued and outstanding membership interests in the General Partner; such membership interests have been duly authorized and validly issued in accordance with the Amended and Restated Limited Liability Company Agreement of the General Partner (as amended as of the date hereof, the “GP LLC Agreement”), and are fully paid and non-assessable (except as such non-assessability may be limited by Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act (the “Delaware LLC Act”)); and such persons and entities own such membership interests free and clear of all liens, encumbrances, security interests, charges or claims (“Liens”).
(ii) The General Partner is the sole general partner of the Partnership with an approximate 0.03% general partner interest in the Partnership; such general partner interest has been duly authorized and validly issued in accordance with the Second Amended and Restated Limited Partnership Agreement of the Partnership (as amended as of the date hereof, the “Partnership Agreement”) and is fully paid; and the General Partner owns such general partner interest free and clear of all Liens, the General Partner owns no assets, and has no business other than with respect to its general partner interest in the Partnership.
(iii) As of the date hereof, the issued and outstanding limited partner interests of the Partnership consist of 57,564,767 Units was 57,423,819 and 2,000,000 8% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (the “Series A Units”), and all of such Units and Series A Units have been duly authorized and validly issued in accordance with the Partnership Agreement and are fully paid (to the extent required by the Partnership Agreement) and non-assessable (except as such non-assessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”)).
Appears in 1 contract
Entity Ownership. (i) Moriah Properties, Ltd., DAB Resources, Ltd., Brothers Production Properties, Ltd., Brothers Production Company, Inc., Brothers Operating Company, Inc., J&W McGraw Properties, Ltd. and H2K Holdings, Ltd. own 100% of the issued and outstanding membership interests in the General Partner; such membership interests have been duly authorized and validly issued in accordance with the Amended and Restated Limited Liability Company Agreement of the General Partner (as amended as of the date hereof, the “GP LLC Agreement”), and are fully paid and non-assessable (except as such non-assessability may be limited by Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act (the “Delaware LLC Act”)); and such persons and entities own such membership interests free and clear of all liens, encumbrances, security interests, charges or claims (“Liens”).
(ii) The General Partner is the sole general partner of the Partnership with an approximate 0.030.04% general partner interest in the Partnership; such general partner interest has been duly authorized and validly issued in accordance with the Amended and Restated Limited Partnership Agreement of the Partnership (as amended as of the date hereof, the “Partnership Agreement”) and is fully paid; and the General Partner owns such general partner interest free and clear of all Liens, ; the General Partner owns no assets, and has no business business, other than with respect to its general partner interest in the Partnership.
(iii) As of the date hereofhereof and immediately prior to the issuance of the Securities pursuant to this Agreement, the issued and outstanding Units was 57,423,819 limited partner interests of the Partnership consists of 48,099,419 Units. All of the issued and outstanding Units, and all of such Units the limited partner interests represented thereby, have been duly authorized and validly issued in accordance with the Partnership Agreement Agreement, and are fully paid (to the extent required by the Partnership Agreement) and non-assessable (except as such non-assessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”)).
(iv) The Securities to be issued and sold by the Partnership hereunder, and the limited partner interests represented thereby, will be duly authorized in accordance with the Partnership Agreement and, when issued and delivered to the Underwriters 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 such non-assessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act).
Appears in 1 contract
Entity Ownership. (ia) Moriah Properties, Ltd., DAB Resources, Ltd., Brothers Production Properties, Ltd., Brothers Production Company, Inc., Brothers Operating Company, Inc., J&W McGraw Properties, Ltd. Ltd., MBN Properties LP, and H2K Holdings, Ltd. own 100% of the issued and outstanding membership interests in the General Partner; such membership interests have been duly authorized and validly issued in accordance with the Amended and Restated Limited Liability Company Agreement of the General Partner (as amended as of the date hereof, the “GP LLC Agreement”), and are fully paid and non-assessable (except as such non-assessability may be limited by Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act (the “Delaware LLC Act”)); and such persons and entities own such membership interests free and clear of all liens, encumbrances, security interests, charges or claims (“Liens”).
(iib) The General Partner is the sole general partner of the Partnership with an approximate 0.030.1% general partner interest in the Partnership; such general partner interest has been duly authorized and validly issued in accordance with the Amended and Restated Limited Partnership Agreement of the Partnership (as amended as of the date hereof, the “Partnership Agreement”) , and is fully paid; and the General Partner owns such general partner interest free and clear of all Liens, ; the General Partner owns no assets, and has no business business, other than with respect to its general partner interest in the Partnership.
(iiic) As At the Closing Date, after giving effect to the offering contemplated hereby (assuming the option to purchase Option Securities is not exercised), the persons listed on Exhibit I (the “Existing Unitholders”) will own 13,240,068 Units, representing collectively an approximate 54.1% limited partner interest in the Partnership (the “Existing Unitholder Units”). All of the date hereof, the issued and outstanding Units was 57,423,819 Existing Unitholder Units, and all of such Units the limited partner interests represented thereby, have been duly authorized and validly issued in accordance with the Partnership Agreement Agreement, and are fully paid (to the extent required under the Partnership Agreement) and non-assessable (except as such non-assessability may be affected by Sections 17-607 and 18-804 of the Delaware LP Act).
(d) The Units to be issued and sold by the Partnership hereunder, and the limited partner interests represented thereby, will be duly authorized in accordance with the Partnership Agreement and, when issued and delivered to the purchaser thereof against payment therefor in accordance with the terms of this Agreement, will be validly issued, fully paid (to the extent required under the Partnership Agreement) and non-assessable (except as such non-assessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”)).
Appears in 1 contract
Entity Ownership. (i) Moriah Properties, Ltd., DAB Resources, Ltd., Brothers Production Properties, Ltd., Brothers Production Company, Inc., Brothers Operating Company, Inc., J&W McGraw Properties, Ltd. and H2K Holdings, Ltd. own 100% of the issued and outstanding membership interests in the General Partner; such membership interests have been duly authorized and validly issued in accordance with the Amended and Restated Limited Liability Company Agreement of the General Partner (as amended as of the date hereof, the “GP LLC Agreement”), and are fully paid and non-assessable (except as such non-assessability may be limited by Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act (the “Delaware LLC Act”)); and such persons and entities own such membership interests free and clear of all liens, encumbrances, security interests, charges or claims (“Liens”).
(ii) The General Partner is the sole general partner of the Partnership with an approximate 0.03% general partner interest in the Partnership; such general partner interest has been duly authorized and validly issued in accordance with the Amended and Restated Limited Partnership Agreement of the Partnership (as amended as of the date hereof, the “Partnership Agreement”) and is fully paid; and the General Partner owns such general partner interest free and clear of all Liens, the General Partner owns no assets, and has no business other than with respect to its general partner interest in the Partnership.
(iii) As of the date hereof, the issued and outstanding Units was 57,423,819 56,799,419 Units, and all of such Units have been duly authorized and validly issued in accordance with the Partnership Agreement and are fully paid (to the extent required by the Partnership Agreement) and non-assessable (except as such non-assessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”)).
Appears in 1 contract
Entity Ownership. (i) Moriah Properties, Ltd., DAB Resources, Ltd., Brothers Production Properties, Ltd., Brothers Production Company, Inc., Brothers Operating Company, Inc., J&W McGraw Properties, Ltd. and H2K Holdings, Ltd. own 100% of the issued and outstanding membership interests in the General Partner; such membership interests have been duly authorized and validly issued in accordance with the Amended and Restated Limited Liability Company Agreement of the General Partner (as amended as of the date hereof, the “GP LLC Agreement”), and are fully paid and non-assessable (except as such non-assessability may be limited by Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act (the “Delaware LLC Act”)); and such persons and entities own such membership interests free and clear of all liens, encumbrances, security interests, charges or claims (“Liens”).
(ii) The General Partner is the sole general partner of the Partnership with an approximate 0.03% general partner interest in the Partnership; such general partner interest has been duly authorized and validly issued in accordance with the Amended and Restated Limited Partnership Agreement of the Partnership (as Partnership(as amended as of the date hereof, the “Partnership Agreement”) and is fully paid; and the General Partner owns such general partner interest free and clear of all Liens, ; the General Partner owns no assets, and has no business business, other than with respect to its general partner interest in the Partnership.
(iii) As of the date hereofhereof and immediately prior to the issuance of the Securities pursuant to this Agreement, the issued and outstanding Units was 57,423,819 limited partner interests of the Partnership consists of (i) 57,566,206 Units. All of the issued and outstanding Units, and all of such Units the limited partner interests represented thereby, have been duly authorized and validly issued in accordance with the Partnership Agreement Agreement, and are fully paid (to the extent required by the Partnership Agreement) and non-assessable (except as such non-assessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”)).
(iv) The Securities to be issued and sold by the Partnership hereunder, and the limited partner interests represented thereby, will be duly authorized in accordance with the Amended and Restated Partnership Agreement and, when issued and delivered to the Underwriters against payment therefor in accordance with the terms of this Agreement, will be validly issued, fully paid (to the extent required by the Amended and Restated Partnership Agreement) and non-assessable (except as such non-assessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act).
Appears in 1 contract
Entity Ownership. (i) At the Closing Time, after giving effect to the transactions contemplated hereby Moriah Properties, Ltd., DAB Resources, Ltd., Brothers Production Properties, Ltd., Brothers Production Company, Inc., Brothers Operating Company, Inc., J&W McGraw Properties, Ltd. Ltd., MBN Properties LP, and H2K Holdings, Ltd. will own 100% of the issued and outstanding membership interests in the General Partner; such membership interests have been duly authorized and validly issued in accordance with the Amended and Restated Limited Liability Company Agreement of the General Partner (as amended as of the date hereof, the “GP LLC Agreement”), and are fully paid and non-assessable (except as such non-assessability may be limited by Sections Section 18-607 and 18-804 of the Delaware Limited Liability Company Act (the “Delaware LLC Act”)); and such persons and entities own such membership interests free and clear of all liens, encumbrances, security interests, charges or claims (“Liens”).
(ii) The General Partner is the sole general partner of the Partnership with an approximate 0.03a 0.1% general partner interest in the Partnership; such general partner interest has been duly authorized and validly issued in accordance with the Amended and Restated Limited Partnership Agreement of the Partnership (as amended as of the date hereof, the “Partnership Agreement”) , and is fully paid; and the General Partner owns such general partner interest free and clear of all Liens, ; the General Partner owns no assets, assets and has no business other than with respect to to, its 0.1% general partner interest in the Partnership.
(iii) As At the Closing Time, after giving effect to the transactions contemplated hereby and the offering contemplated hereby (including the redemption of a portion of the date hereofUnits issued in exchange for the contribution of property to the Partnership) (assuming the option to purchase Option Units is not exercised), the persons listed on Schedule 2 (the "EXISTING UNITHOLDERS") will own 13,292,683 Units, representing collectively a 72.6% limited partner interest in the Partnership (the "EXISTING UNITHOLDER RETAINED UNITS"). At the Closing Time, all of the issued and outstanding Units was 57,423,819 Existing Unitholder Retained Units, and all of such Units have been the limited partner interests represented thereby, will be duly authorized and validly issued in accordance with the Partnership Agreement Agreement, and are will be fully paid (to the extent required by under the Partnership Agreement) and non-assessable (except as such non-assessability may be affected by (a) the matters described in the Offering Memorandum under the captions "The Partnership Agreement--Limited Liability," "Risk Factors--Risks Related to this Offering and Our Limited Partnership Structure--Your liability may not be limited if a court finds that unitholder action constitutes control of our business" and "Risk Factors--Risks Related to this Offering and Our Limited Partnership Structure-- Unitholders may have liability to repay distributions that were wrongfully distributed to them" and (b) Sections 17-303, 303 and 17-607 of the Delaware LP Act).
(iv) The Units to be issued and sold by the Partnership hereunder, and the limited partner interests represented thereby, will be duly authorized in accordance with the Partnership Agreement and, when issued and delivered to the purchaser thereof against payment therefor in accordance with the terms of this Agreement, will be validly issued, fully paid (to the extent required under the Partnership Agreement) and non-assessable (except as such non-assessability may be affected by (a) the matters described in the Offering Memorandum under the captions "The Partnership Agreement--Limited Liability," "Risk Factors--Risks Related to this Offering and Our Limited Partnership Structure--Your liability may not be limited if a court finds that unitholder action constitutes control of our business" and "Risk Factors--Risks Related to this Offering and Our Limited Partnership Structure--Unitholders may have liability to repay distributions that were wrongfully distributed to them" and (b) Sections 17-303 and 17-804 607 of the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”)).
Appears in 1 contract
Entity Ownership. (i) Moriah Properties, Ltd., DAB Resources, Ltd., Brothers Production Properties, Ltd., Brothers Production Company, Inc., Brothers Operating Company, Inc., J&W McGraw Properties, Ltd. Ltd., SHP Capital LP and H2K Holdings, Ltd. own 100% of the issued and outstanding membership interests in the General Partner; such membership interests have been duly authorized and validly issued in accordance with the Amended and Restated Limited Liability Company Agreement of the General Partner GP LLC (as amended as of the date hereof, the “GP LLC Agreement”), and are fully paid and non-assessable (except as such non-assessability may be limited by Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act (the “Delaware LLC Act”)); and such persons and entities own such membership interests free and clear of all liens, encumbrances, security interests, charges or claims (“Liens”).
(ii) The General Partner is the sole general partner of the Partnership with an approximate 0.030.04% general partner interest in the Partnership; such general partner interest has been duly authorized and validly issued in accordance with the Amended and Restated Limited Partnership Agreement of the Partnership (as amended as of the date hereof, the “Partnership Agreement”) and is fully paid; and the General Partner owns such general partner interest free and clear of all Liens, ; the General Partner owns no assets, and has no business business, other than with respect to its general partner interest in the Partnership.
(iii) As of the date hereofhereof and immediately prior to the issuance of the Units pursuant to this Agreement, the issued and outstanding Units was 57,423,819 limited partner interests of the Partnership consists of 43,664,744 Units. All of the issued and outstanding Units, and all of such Units the limited partner interests represented thereby, have been duly authorized and validly issued in accordance with the Partnership Agreement Agreement, and are fully paid (to the extent required by the Partnership Agreement) and non-assessable (except as such non-assessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”)).
(iv) The Units to be issued and sold by the Partnership hereunder will be duly authorized in accordance with the Partnership Agreement and, when issued and delivered to KCA 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 such non-assessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act).
Appears in 1 contract
