Ownership of General Partner. At each Delivery Date, GP Corp. will own a 100% membership interest in the General Partner; such membership interest will be duly authorized and validly issued in accordance with the limited liability company agreement of the General Partner (as the same may be amended and restated at or prior to each Delivery Date, the "General Partner LLC Agreement") and will be fully paid (to the extent required under the General Partner LLC Agreement) and nonassessable (except as such nonassessability may be affected by Section 18-607 of the Delaware LLC Act); and GP Corp. will own such membership interest free and clear of all liens, encumbrances, security interests, equities, charges or claims.
Appears in 2 contracts
Samples: Underwriting Agreement (Penn Virginia Corp), Underwriting Agreement (Penn Virginia Resource Partners L P)
Ownership of General Partner. At each Delivery Date, GP Corp. will own Holdings owns a 100% membership interest in the General Partner; such membership interest will be has been duly authorized and validly issued in accordance with the limited liability company agreement of the General Partner (as the same has been and may be amended and or restated at or prior to each the applicable Delivery Date, the "“General Partner LLC Agreement"”) and will be is fully paid (to the extent required under the General Partner LLC Agreement) and nonassessable (except as such nonassessability may be affected by Section Sections 18-607 and 18-804 of the Delaware LLC Act); and GP Corp. will own Holdings owns such membership interest free and clear of all liens, encumbrances, security interests, equities, charges or claims.
Appears in 1 contract
Samples: Underwriting Agreement (Penn Virginia Resource Partners L P)
Ownership of General Partner. At each Delivery Date, GP Corp. will own a 100% membership interest in the General Partner; such membership interest will be duly authorized and validly issued in accordance with the limited liability company agreement of the General Partner (as the same may be amended and restated at or prior to each Delivery Date, the "“General Partner LLC Agreement"”) and will be fully paid (to the extent required under the General Partner LLC Agreement) and nonassessable (except as such nonassessability may be affected by Section 18-607 of the Delaware LLC Act); and GP Corp. will own such membership interest free and clear of all liens, encumbrances, security interests, equities, charges or claims.
Appears in 1 contract
Samples: Underwriting Agreement (Penn Virginia Resource Partners L P)