Seller Units. On and subject to the terms and conditions of this Agreement and the Transaction Documents, in consideration of Buyer’s agreement to the terms of this Agreement and the Transaction Documents, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, effective immediately prior to the Closing hereunder, Seller shall execute and deliver (i) the form of assignment attached hereto in Exhibit 2.1(a) to give effect to the assignment by Seller of the GFD Units directly to JVCo as Buyer’s Permitted Designee (“GFD Unit Assignment”), and (ii) the form of assignment attached hereto in Exhibit 2.1(b) to give effect to the assignment by Seller of the ALB Units directly to JVCo as Buyer’s Permitted Designee (“ALB Unit Assignment” and, together with the GFD Unit Assignment, the “Seller Unit Assignment”), in each case free and clear of all Liens.
Seller Units. The Seller Units to be issued and sold by the Partnership hereunder, and the limited partner interests represented thereby, will be duly authorized in accordance with the Amended and Restated Partnership Agreement and, when issued and delivered to Seller against payment therefor in accordance with the terms of this Agreement, will be validly issued in accordance with the Amended and Restated Partnership Agreement, fully paid (to the extent required under the Amended and Restated Partnership Agreement) and non-assessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17- 804 of the Delaware LP Act), free and clear of all liens, restrictions or encumbrances (other than any liens, restrictions or encumbrances effected by Seller or transfer restrictions under the Amended and Restated Partnership Agreement, the IDR Holders Agreement and applicable federal and state securities laws). On the Closing Date, the IDR Units will have those rights, preferences, privileges and restrictions governing IDR Units, as set forth in the Amended and Restated Partnership Agreement and the IDR Holders Agreement.
Seller Units. Such Seller Member holds of record the number of Units set forth next to his name on the Annex.
Seller Units. The Seller Units, are duly authorized, validly issued and outstanding, fully paid and nonassessable, free and clear of all Liens, other than those restrictions under applicable federal and state securities laws or as set forth under the Buyer Operating Agreement. None of the Seller Units have been issued in violation of (a) any applicable Law, including applicable federal and securities laws, and the rules and regulations promulgated thereunder or (b) any preemptive or other rights of any person to acquire securities of Buyer.
Seller Units. Seller hereby represents and warrants to the Company that: (i) Seller has good title to all of the Seller Units; (ii) the Seller Units represent all of the equity interests held by Seller in the Company, including, without limitation, all units of any class or series, all options, all warrants, all puts and calls, and all other securities or instruments convertible into securities of any kind whatsoever; (iii) Seller has full right and power to sell the Seller Units; (iv) the Seller Units shall be transferred free and clear of any lien, pledge, security interest, encumbrance, or claim of any kind whatsoever; and (v) sale of the Seller Units will not violate any agreement to which Seller is bound, or any court order by which Seller is bound, or any provision of Seller’s articles of organization (or like document), shareholders agreement (or like document), or other applicable agreements of Seller.
Seller Units. The Company hereby authorizes for issuance 20,000 Seller Units, each of which shall represent a deemed Capital Contribution of $1,000 and have a Preferential Return Amount of $1,000. As of the date hereof, the Company shall have issued 4,400 Seller Units and shall have reserved the remaining Seller Units for issuance from time to time in connection with Station Acquisitions (as defined in the Investment Agreement) occurring after the date hereof and which have been approved in accordance with the terms hereof.
