Ownership of Units. Each Selling Unitholder is the record and beneficial owner of, and has good and valid title to, the Units to be sold by it hereunder free and clear of all Liens, and has full 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 Unitholders without notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)), each Underwriter that has purchased such Units delivered on the Closing Date to DTC 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 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 8-105 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)
Ownership of Units. Each 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 LiensLiens other than pursuant to the Custody Agreement, and has full power and authority to sell its interest in the such Units, and, assuming that each Underwriter of the Underwriters acquires its interest in the Units it has purchased from the to be sold by such Selling Unitholders Unitholder without notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)), each the Underwriter that has purchased such Units delivered on the Closing Date at a Time of Delivery to DTC 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 such Underwriters 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 8-105 102(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)
Ownership of Units. Each The 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 LiensLiens (other than restrictions on transfer set forth in the Partnership Agreement or arising under applicable securities laws), and has full power and authority to sell its interest in the such Units, and, assuming that each the Underwriter acquires its interest in the Units it has purchased from to be sold by the Selling Unitholders Unitholder to the Underwriter without notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)), each the Underwriter that has purchased such Units delivered on at the Closing Date Time of Delivery to DTC 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 such Underwriters 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 the Underwriter, and no action based on an “adverse claim claim” (within the meaning of Section 8-105 102(a)(1) of the UCC) may be asserted against such the Underwriter with respect to such Units.
Appears in 1 contract
Samples: Underwriting Agreement (USA Compression Partners, LP)