Issuance of Common Unit Consideration. Upon issuance, all of the Common Unit Consideration will be duly authorized, validly issued and outstanding, and will have been issued free of preemptive rights in compliance with Laws. Upon issuance, the Common Unit Consideration will be fully paid (to the extent required by the Partnership Agreement) and nonassessable (subject to Del. Code Xxx. Tit. 6, §§ 17-303(a), 17-607 and 17-804 (2007)). Upon consummation of the transactions contemplated by this Agreement and the other Transaction Documents, PBF Energy will acquire good and valid title to all of the Common Unit Consideration, free and clear of any Liens other than transfer restrictions (i) imposed thereon by securities Laws or (ii) arising under the Partnership Agreement.
Appears in 7 contracts
Samples: Contribution Agreement, Contribution Agreement (PBF Holding Co LLC), Contribution Agreement (PBF Logistics LP)