Ownership and Adverse Claims. At the Delivery Date, after giving effect to the Selling Shareholder Exchange, and assuming the Partnership Parties and the PAA GP Entities take the requisite actions to complete the Selling Shareholder Exchange and record ownership in the Selling Shareholder, the Selling Shareholder will be the record and beneficial owner of the Shares to be sold by it hereunder free and clear of all Liens and will have duly endorsed such Shares, if certificated, in blank, and has the requisite corporate power and authority to sell its interest in the Shares, and, assuming that the Underwriter acquires its interest in the Shares it has purchased from the Selling Shareholder without notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (“UCC”)), the Underwriter that has purchased such Shares delivered on the Delivery Date to The Depository Trust Company (“DTC”) or other securities intermediary by making payment therefor as provided herein, and that has had such Shares credited to the securities account or accounts of the Underwriter maintained with DTC or such other securities intermediary will have acquired a security entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Shares purchased by the Underwriter, and no action based on an adverse claim (within the meaning of Section 8-105 of the UCC) may be asserted against the Underwriter with respect to such Shares.
Ownership and Adverse Claims. The Selling Unitholder is the record and beneficial owner of the Units to be sold by it hereunder free and clear of all liens, encumbrances, equities and claims and has duly endorsed such Units in blank, and has full corporate power and authority to sell its interest in the Units, and, assuming that each Underwriter acquires its interest in the Units it has purchased from the Selling Unitholder without notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (“UCC”)), each Underwriter that has purchased such Units delivered on the Closing Date to The Depository Trust Company (“DTC”) or other securities intermediary by making payment therefor as provided herein, and that has had such Units credited to the securities account or accounts of such Underwriters maintained with DTC or such other securities intermediary will have acquired a security entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Units purchased by such Underwriter, and no action based on an adverse claim (within the meaning of Section 8-105 of the UCC) may be asserted against such Underwriter with respect to such Units.
Ownership and Adverse Claims. At the time of purchase and each additional time of purchase, if any, the Selling Unitholder will be the record and beneficial owner of the Units to be sold by it hereunder free and clear of all Liens and will have the requisite limited liability company power and authority to sell its interest in the Units, and, assuming that the Underwriter acquires its interest in the Units to be sold hereunder without notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (“UCC”)), when the Underwriter has delivered such Units at the time of purchase and each additional time of purchase to DTC or other securities intermediary by making payment therefor as provided herein, and has had such Units credited to the securities account or accounts of the Underwriter maintained with DTC or such other securities intermediary, the Underwriter will have acquired a security entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Units, and no action based on an adverse claim (within the meaning of Section 8-105 of the UCC) may be asserted against the Underwriter with respect to such Units.
Ownership and Adverse Claims. The Put Member owns the Put Interests free and clear of all security interests, liens, adverse claims, pledges, options, rights of first refusal, agreements, limitations on voting rights, charges, hypothecations and other encumbrances of any nature whatsoever, other than such rights as are set forth in the Operating Agreement. Other than this Agreement and the Operating Agreement, the Put Interests are not subject to any contract, agreement, arrangement or understanding relating to the disposition of such Put Interests.
