MPLI Interests. MPLI owns the MPLI 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 MPLI Interests are validly issued, fully paid, and nonassessable. MPLI is not in breach or default under the terms of the Holdings Partnership Agreement.
MPLI Interests. (a) Operations understands that the MPLI Interests to be sold pursuant to this Agreement have not been registered under the 1933 Act, or under any applicable state securities laws, and MPLI has no obligation to register the MPLI Interests under the 1933 Act or to register or qualify the offer or sale of the MPLI 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. Operations further acknowledges that the MPLI 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, Operations further agrees that it will not sell, assign, or transfer any MPLI Interests unless such MPLI 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 Operations. Operations understands that there is not, nor is there likely to be, a public market for the MPLI Interests and represents that it can afford to hold such MPLI Interests for an indefinite period of time.
