Partnership Capitalization. The BRI Partnership Agreement (i) is the only agreement among the partners relating to the organization, operation, or management of the BRI Partnership, (ii) is in full force and effect and (iii) has not been amended or modified. A true, correct and complete copy of the BRI Partnership Agreement is attached hereto as Exhibit 1. Except as contemplated hereby or set forth in the SEC Filings, the BRI Partnership has no commitment to issue any right to purchase or acquire or to issue or distribute to any of the owners of partnership interests in the BRI Partnership (the "BRI Partners"), any evidences of indebtedness or assets and the BRI Partnership has no obligation, contingent or otherwise, to purchase, redeem or otherwise acquire any interest in the BRI Partnership or to make any distribution in respect thereof. Upon the Closing, good, valid and marketable title to the BRI Partnership Units shall be vested in the Transferor Partners free and clear of any lien, claim, charge, pledge encumbrance, limitation, agreement or instrument whatsoever.
Partnership Capitalization. The Transferor Partnership Agreement (i) is the only agreement among the partners relating to the organization, operation, or management of the Transferor Partnership, (ii) is in full force and effect and (iii) has not been amended or modified. Exhibit I sets forth an accurate and complete list of the names of all of the Transferor Partners and the Transferor Partners' respective partnership interests in the Transferor Partnership. Except as set forth on Exhibit I, no other person or party owns any partnership interest in the Transferor Partnership. Except as set forth on Schedule 5.04, no Transferor Partner is in default with respect to any capital contribution required to be paid by him or it pursuant to the Transferor Partnership Agreement. A true, correct and complete copy of the Transferor Partnership Agreement is attached hereto as Exhibit II. The Transferor Partnership has no commitment to issue any right to purchase or acquire or to issue or distribute to any of the Transferor Partners, any evidences of indebtedness or assets; and the Transferor Partnership has no obligation, contingent or otherwise, to purchase, redeem or otherwise acquire any interest in the Transferor Partnership or any interest therein or to make any distribution in respect thereof.
Partnership Capitalization. Without limitation to any other representations and warranties set forth herein, all of the outstanding partnership interests of the Operating Partnership have been duly authorized and validly issued and the capital contributions with respect thereto have been made in full; and the partnership interests of the Operating Partnership that are owned, directly or indirectly, by the Company are owned in the percentage set forth in the Registration Statement, the Prospectus and the Time of Sale Information, free and clear (except as may otherwise be specifically described in the Registration Statement, the Prospectus and the Time of Sale Information) of any lien, charge, encumbrance, security interest, restriction on voting or transfer or any other claim of any third party. None of the outstanding partnership interests of the Operating Partnership were issued in violation of the preemptive or other rights of the security holders of the Operating Partnership.
Partnership Capitalization. The Borrower Partnership Agreement (i) is the only agreement among the partners thereto relating to the organization, operation, or management of the Borrower Partnership, (ii) is in full force and effect and (iii) has not been amended or modified. The Transferor Partnership and the Borrower Corporate General Partner are the sole partners of the Borrower Partnership. The address of the Transferor Partnership and the Borrower Corporate General Partner is 000 Xxxxx Xxxxxx, Suite 200, Baltimore, Maryland 21208. Each of the Transferor Partnership and the Borrower Corporate General Partner owns a 50% general partnership interest in the Borrower Partnership. No partner of the Borrower Partnership is in default with respect to any capital contribution required to be paid by it pursuant to the Borrower Partnership Agreement. A true, correct and complete copy of the Borrower Partnership Agreement is attached hereto as Exhibit IX. The Borrower Partnership has no commitment to issue any right to purchase or acquire or to issue or distribute to the partners thereof any evidences of indebtedness or assets; and the Borrower Partnership has no obligation, contingent or otherwise, to purchase, redeem or otherwise acquire any interest in the Borrower Partnership or any interest therein or to make any distribution in respect thereof.
Partnership Capitalization. (a) As of the Execution Date, except as disclosed on Schedule 3.2(a), the Partnership has no partnership or other equity interests outstanding other than the general partner interest held by Lehigh GP and the IDRs, Common Units and Subordinated Units reflected in the Form 10-Q quarterly report for the quarter ended March 31, 2014. All of the limited partner interests in the Partnership have been duly authorized and validly issued in accordance with the Partnership Agreement and are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except to the extent such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act).
Partnership Capitalization. Without limitation to any other representations and warranties set forth herein, all of the outstanding partnership interests of the Operating Partnership (“OP Units”) have been duly authorized and validly issued and the capital contributions with respect thereto have been made in full; and the OP Units that are owned, directly or indirectly, by the Company are owned in the percentage set forth in the Registration Statement, the Prospectus and the General Disclosure Package, free and clear (except as may otherwise be specifically described in the Registration Statement, the Prospectus and the General Disclosure Package) of any lien, charge, encumbrance, security interest, restriction on voting or transfer or any other claim of any third party. None of the outstanding OP Units were issued in violation of the preemptive or other rights of the security holders of the Operating Partnership. The OP Units to be issued to the Company in connection with the Company’s issuance of Primary Shares and Confirmation Shares, if any, have been duly authorized, and, when issued and delivered, will be validly issued and fully paid.
Partnership Capitalization. The authorized and issued equity capital of the Partnership consists solely of the general partnership interests and limited partnership interests described on Schedule 3.2(c). The Partners own, and at the Closing Date the Partners will own, of record and beneficially, collectively 100% of the general and limited partnership interests of the Partnership, free and clear of all Liens and Restrictions (other than any Liens or Restrictions imposed pursuant to the terms of this Agreement or disclosed on Schedule 3.2(c)). Immediately following the transactions contemplated by this Agreement, no Person (other than Holdco Sub and Parent) will own any interest in the Partnership. There are no warrants, options, rights, convertible securities or other agreements, arrangements or commitments which obligate the Partnership to admit any Person to the Partnership or to issue or dispose of any equity interest in the Partnership except for this Agreement.
Partnership Capitalization. Without limitation to any other representations and warranties set forth herein, all of the outstanding partnership interests of the Operating Partnership and Colonial LP have been duly authorized and validly issued and the capital contributions with respect thereto have been made in full; and the partnership interests of the Operating Partnership and Colonial LP that are owned, directly or indirectly, by the Company and the partnership interests of Colonial LP that are owned, directly or indirectly, by the Operating Partnership are in each case owned in the respective percentages set forth in the Registration Statement, the Prospectus and the Time of Sale Information, free and clear (except as may otherwise be specifically described in the Registration Statement, the Prospectus and the Time of Sale Information) of any lien, charge, encumbrance, security interest, restriction on voting or transfer or any other claim of any third party. None of the outstanding partnership interests of the Operating Partnership or Colonial LP was issued in violation of the preemptive or other rights of the security holders of the Operating Partnership or Colonial LP, respectively.
Partnership Capitalization. Without limitation to any other representations and warranties set forth herein, all of the outstanding partnership interests of the Operating Partnership (“OP Units”) have been duly authorized and validly issued and the capital contributions with respect thereto have been made in full; and the OP Units that are owned, directly or indirectly, by the Company are owned in the percentage set forth in the Registration Statement, the Prospectus and the Time of Sale Prospectus, free and clear (except as may otherwise be specifically described in the Registration Statement, the Prospectus and the Time of Sale Prospectus) of any lien, charge, encumbrance, security interest, restriction on voting or transfer or any other claim of any third party. None of the outstanding OP Units were issued in violation of the preemptive or other rights of the security holders of the Operating Partnership. The OP Units to be issued to the Company in connection with the Company’s issuance of Company Shares, if any, have been duly authorized and validly issued, and, when issued and delivered, will be validly issued and fully paid. The OP Units, if any, to be issued to the Company in connection with the Forward Sale Agreements have been duly authorized and, when issued and delivered, will be validly issued and fully paid.
Partnership Capitalization. After giving effect to this Agreement and the Revised Partnership Agreement, the Partnership will have no partnership or other equity Interests outstanding other than (i) 14,311,522 Common Units and (ii) the General Partner Interest (as defined in the Revised Partnership Agreement) (collectively, the “Partnership Interests”). All of such Partnership Interests have been duly authorized and validly issued and are fully paid (to the extent required under the Partnership Agreement) and, other than the GP Units, non-assessable (except to the extent specified in Sections 17-303, 17-607 or 17-804 of the DRULPA). Except as otherwise disclosed in the Partnership SEC Reports, there are no issued or outstanding commitments of the Partnership with respect to any Interests or Awards.
