Ownership of Reseller. Calumet owns of record 100% of the capital stock of Reseller; such capital stock has been duly authorized and validly issued in accordance with the charter and bylaws of Reseller (as the same may be amended or restated at or prior to the Closing Date, the “Reseller Charter Documents”) and is fully paid and nonassessable; and Calumet owns of record such capital stock free and clear of all liens, encumbrances (except restrictions on transferability as described in the Time of Sale Information and the Offering Memorandum or otherwise contained in the Reseller Charter Documents), security interests, charges or claims, other than those arising under the Credit Agreement and the ISDA Agreements.
Appears in 2 contracts
Samples: Purchase Agreement (Calumet Specialty Products Partners, L.P.), Purchase Agreement (Calumet Specialty Products Partners, L.P.)
Ownership of Reseller. Calumet owns of record 100% of the capital stock of Reseller; such capital stock has been duly authorized and validly issued in accordance with the charter and bylaws of Reseller (as the same may be amended or restated at or prior to the Closing Dateeach Time of Delivery, the “Reseller Charter Documents”) and is fully paid and nonassessable; and Calumet owns of record such capital stock free and clear of all liens, encumbrances (except restrictions on transferability as described in the Time of Sale Information Pricing Disclosure Package and the Offering Memorandum Prospectus or otherwise contained in the Reseller Charter Documents), security interests, charges or claims, other than those arising under the Credit Agreement and the ISDA Agreements.
Appears in 2 contracts
Samples: Underwriting Agreement (Calumet Specialty Products Partners, L.P.), Underwriting Agreement (Calumet Specialty Products Partners, L.P.)
Ownership of Reseller. Calumet owns of record 100% of the capital stock of Reseller; such capital stock has been duly authorized and validly issued in accordance with the charter and bylaws of Reseller (as the same may be amended or restated at or prior to the Closing Dateeach Time of Delivery, the “Reseller Charter Documents”) and is fully paid and nonassessable; and Calumet owns of record such capital stock free and clear of all liens, encumbrances (except restrictions on transferability as described in the Time of Sale Information Pricing Disclosure Package and the Offering Memorandum Prospectus or otherwise contained in the Reseller Charter Documents), security interests, charges or claims, other than those arising under the Credit Agreement Agreements and the ISDA Agreements.
Appears in 1 contract
Samples: Underwriting Agreement (Calumet Specialty Products Partners, L.P.)
Ownership of Reseller. Calumet owns of record 100% of the capital stock of Reseller; such capital stock has been duly authorized and validly issued in accordance with the charter and bylaws of Reseller (as the same may be amended or restated at or prior to the Closing Date, the “Reseller Charter Documents”) and is fully paid and nonassessable; and Calumet owns of record such capital stock free and clear of all liens, encumbrances (except restrictions on transferability as described in the Time of Sale Information and the Offering Memorandum or otherwise contained in the Reseller Charter Documents), security interests, charges or claims, other than those arising under the Credit Agreement Agreements and the ISDA Agreements.
Appears in 1 contract
Samples: Purchase Agreement (Calumet Specialty Products Partners, L.P.)