Logistics Interests. Logistics owns the Logistics Interests free and clear of all liens, pledges, security interests, restrictions (other than restrictions, if any, imposed by the Holdings Partnership Agreement or the federal securities law), encumbrances and claims. The Logistics Interests are validly issued, fully paid, and nonassessable. Logistics is not in breach or default under the terms of the Holdings Partnership Agreement.
Logistics Interests. (a) MPLX understands that the Logistics Interests to be contributed pursuant to this Agreement have not been registered under the 1933 Act, or under any applicable state securities laws, and Holdings has no obligation to register the Logistics Interests under the 1933 Act or to register or qualify the offer or sale of the Logistics Interests with any state on the basis that the offering is exempt from registration under the 1933 Act and the rules and regulations promulgated thereunder. MPLX further acknowledges that the Logistics Interests cannot be sold, assigned, or otherwise transferred unless subsequently registered under the 1933 Act and under applicable state securities laws or if an exemption from registration or qualification is then available. As such, MPLX further agrees that it will not sell, assign, or transfer any Logistics Interests unless such Logistics Interests are registered under the 1933 Act and qualified under applicable state securities laws or if an exemption from such registration or qualification is then available in the reasonable opinion of counsel to MPLX. MPLX understands that there is not, nor is there likely to be, a public market for the Logistics Interests and represents that it can afford to hold such Logistics Interests for an indefinite period of time.
