Common use of Ownership of Units Clause in Contracts

Ownership of Units. Such Selling Unitholder has good and valid title to the Units to be sold by it hereunder free and clear of all Liens other than pursuant to the Custody Agreement, and has full power and authority to sell such Units, and, assuming that each of the Underwriters acquires the Units to be sold by such Selling Unitholder without notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)), the Underwriter that has purchased such Units delivered at a Time of Delivery to The Depository Trust Company (“DTC”) by making payment therefor as provided herein, and that has had such Units credited to the securities account or accounts of the Underwriter maintained with the DTC 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 8-102(a)(1) of the UCC) may be asserted against such Underwriter with respect to such Units.

Appears in 2 contracts

Samples: Underwriting Agreement (USA Compression Partners, LP), Underwriting Agreement (USA Compression Partners, LP)

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Ownership of Units. Such Each Selling Unitholder is the record and beneficial owner of, and has good and valid title to to, the Units to be sold by it hereunder free and clear of all Liens other than pursuant to the Custody AgreementLiens, and has full power and authority to sell such its interest in the Units, and, assuming that each of the Underwriters Underwriter acquires its interest in the Units to be sold by such it has purchased from the Selling Unitholder Unitholders without notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)), the each Underwriter that has purchased such Units delivered at a Time of Delivery on the Closing Date to The Depository Trust Company (“DTC”) DTC by making payment therefor as provided herein, and that has had such Units credited to the securities account or accounts of the Underwriter such Underwriters maintained with the DTC will have acquired a security entitlement” 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” claim (within the meaning of Section 8-102(a)(1) 105 of the UCC) may be asserted against such Underwriter with respect to such Units.

Appears in 2 contracts

Samples: Underwriting Agreement (Chesapeake Midstream Partners Lp), Underwriting Agreement (Chesapeake Midstream Partners Lp)

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Ownership of Units. Such Selling Unitholder is the record and beneficial owner of, and has good and valid title to to, the Units to be sold by it hereunder free and clear of all Liens other than pursuant to the Custody AgreementLiens, and has full power and authority to sell such its interest in the Units, and, assuming that each of the Underwriters Underwriter acquires its interest in the Units to be sold by it has purchased from such Selling Unitholder without notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)), the Underwriter that has purchased such Units delivered at a Time of Delivery on the Closing Date to The Depository Trust Company (“DTC”) DTC by making payment therefor as provided herein, and that has had such Units credited to the securities account or accounts of the Underwriter maintained with the DTC will have acquired a security entitlement” 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” claim (within the meaning of Section 8-102(a)(1) 105 of the UCC) may be asserted against such Underwriter with respect to such Units.

Appears in 1 contract

Samples: Access Midstream Partners Lp

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