Common use of Underwriters Are Protected Purchasers Clause in Contracts

Underwriters Are Protected Purchasers. Upon payment for the Offered Units to be sold by the Selling Unitholders, delivery of such Offered Units, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Offered Units in the name of Cede or such other nominee and the crediting of such Offered Units on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Offered Units), (i) DTC shall be a “protected purchaser” of such Offered Units within the meaning of Section 8-303 of the UCC, (ii) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Offered Units and (iii) no action based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Offered Units may be asserted against the Underwriters with respect to such security entitlement. For purposes of this representation, the Selling Unitholder Parties may assume that when such payment, delivery and crediting occur, (A) such Offered Units will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s unit registry in accordance with the LLC Agreement and applicable law, (B) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (C) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC.

Underwriters Are Protected Purchasers. Upon payment for the Offered Units to be sold by the Selling UnitholdersUnitholder, delivery of such Offered Units, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Offered Units in the name of Cede or such other nominee and the crediting of such Offered Units on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Offered Units), (i) DTC shall be a “protected purchaser” of such Offered Units within the meaning of Section 8-303 of the UCC, (ii) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Offered Units and (iii) no action based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Offered Units may be asserted against the Underwriters with respect to such security entitlement. For purposes of this representation, the Selling Unitholder Parties may assume that when such payment, delivery and crediting occur, (A) such Offered Units will have been registered in the name of Cede or another nominee designated by DTC, in each case on the CompanyPartnership’s unit registry in accordance with the LLC Partnership Agreement and applicable law, (B) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (C) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC.

Underwriters Are Protected Purchasers. Upon payment for the Offered Units to be sold by the Selling UnitholdersUnitholder, delivery of such Offered Units, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Offered Units in the name of Cede or such other nominee and the crediting of such Offered Units on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has the Underwriters have notice of any “adverse claim claim” (within the meaning of Section 8-105 102(a)(1) of the UCC) to such Offered Units), (i) DTC shall be a “protected purchaser” of such Offered Units within the meaning of Section 8-303 of the UCC, (ii) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Offered Units Units, and (iii) no an action based on any “an adverse claim,” within the meaning of Section 8-102 of the UCC, claim to such Offered Units securities entitlement, whether framed in conversion, replevin, constructive trust, equitable lien or other theory may not be asserted against the Underwriters with respect to such security entitlement. For purposes of this representation, the Selling Unitholder Parties may assume that when such payment, delivery and crediting occur, (Ax) such Offered Units will have been registered in the name of Cede or another nominee designated by DTC, in each case on the CompanyPartnership’s unit registry in accordance with the LLC Partnership Agreement and applicable law, (By) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC UCC, and (Cz) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC.

Underwriters Are Protected Purchasers. Upon payment for the Offered Units Selling Unitholder Securities to be sold by the Selling Unitholders, delivery of such Offered UnitsSelling Unitholder Securities, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Offered Units Selling Unitholder Securities in the name of Cede or such other nominee by the Partnership and the crediting of DTC indicating by book entry on its records that such Offered Units on the books of DTC Selling Unitholder Securities have been credited to securities accounts of maintained by the several Underwriters (assuming that neither at DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Offered Units), (i) DTC shall be a “protected purchaser” of such Offered Units within the meaning of Section 8-303 of the UCC, (ii) under Section 8-501 of the UCCand payment therefor in accordance with this Agreement, the several Underwriters will acquire a valid security entitlement in with respect of to such Offered Units and (iii) no Selling Unitholder Securities and, under the New York UCC, an action based on any “an adverse claim,” within the meaning of Section 8-102 of the UCC, claim to such Offered Units Selling Unitholder Securities, whether framed in conversion, replevin, constructive trust, equitable lien or other theory, may not be asserted against the several Underwriters with respect to such security entitlement. For purposes of this representation, the Selling Unitholder Parties Unitholders may assume that when such payment, delivery delivery, registration and crediting occur, (A) such Offered Units Selling Unitholder Securities will have been registered in the name of Cede or another nominee designated by DTC, in each case on the CompanyPartnership’s unit registry in accordance with the LLC Partnership Agreement and applicable law, (B) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and UCC, (C) none of DTC or the Underwriters have “notice of an adverse claim” (as defined in Section 8-105 of the UCC) to the Selling Unitholder Securities, and (D) appropriate book entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC).

Underwriters Are Protected Purchasers. Upon payment for the Offered Units to be sold by the Selling Unitholders, delivery of such Offered Units, as directed by the Underwriters, to Cede & Co. (“"Cede”") or such other nominee as may be designated by The Depository Trust Company (“"DTC”"), registration of such Offered Units in the name of Cede or such other nominee and the crediting of such Offered Units on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Offered Units), (i) DTC shall be a “"protected purchaser” " of such Offered Units within the meaning of Section 8-303 of the UCC, (ii) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Offered Units and (iii) no action based on any “"adverse claim,” " within the meaning of Section 8-102 of the UCC, to such Offered Units may be asserted against the Underwriters with respect to such security entitlement. For purposes of this representation, the Selling Unitholder Parties may assume that when such payment, delivery and crediting occur, (A) such Offered Units will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s 's unit registry in accordance with the LLC Agreement and applicable law, (B) DTC will be registered as a “"clearing corporation” " within the meaning of Section 8-102 of the UCC and (C) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC.

Underwriters Are Protected Purchasers. Upon payment for the Offered Units to be sold by the Selling UnitholdersUnitholder, delivery of such Offered Units, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Offered Units in the name of Cede or such other nominee and the crediting of such Offered Units on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Offered Units), (i) DTC shall be a “protected purchaser” of such Offered Units within the meaning of Section 8-303 of the UCC, (ii) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Offered Units and (iii) no action based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Offered Units may be asserted against the Underwriters with respect to such security entitlement. For purposes of this representation, the Selling Unitholder Parties may assume that when such payment, delivery and crediting occur, (A) such Offered Units will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s unit registry in accordance with the LLC Agreement and applicable law, (B) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (CB) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC.

Underwriters Are Protected Purchasers. Upon payment for the Offered Units to be sold by the each Selling UnitholdersUnitholder, delivery of such Offered Units, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Offered Units in the name of Cede or such other nominee and the crediting of such Offered Units on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Offered Units), (i) DTC shall be a “protected purchaser” of such Offered Units within the meaning of Section 8-303 of the UCC, (ii) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Offered Units and (iii) no action based on any “adverse claim,” ”, within the meaning of Section 8-102 of the UCC, to such Offered Units may be asserted against the Underwriters with respect to such security entitlement. For purposes of this representationopinion, the Selling Unitholder Parties such counsel may assume that when such payment, delivery and crediting occur, (A) such Offered Units will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s unit registry in accordance with the LLC Agreement its certificate of formation, limited liability company agreement and applicable law, (B) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (C) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC.

Underwriters Are Protected Purchasers. Upon payment for the Offered Units to be sold by the each Selling UnitholdersUnitholder, delivery of such Offered Units, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The the Depository Trust Company (“DTC”), registration of such Offered Units in the name of Cede or such other nominee and the crediting of such Offered Units on the books of DTC to “securities accounts accounts” (within the meaning of Section 8-501(a) of the NY UCC) of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any “adverse claim claim” (within the meaning of Section 8-105 of the UCC) NY UCC to such Offered Units)), (i) DTC shall be the Underwriters will acquire a valid “protected purchasersecurity entitlement” of such Offered Units (within the meaning of Section 8-303 102(a)(17) of the NY UCC, (ii) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Offered Units and (iiiii) no action based on any “adverse claim,” ”, within the meaning of Section 8-102 102(a)(1) of the NY UCC, to such Offered Units may be asserted against the Underwriters with respect to such “security entitlement”. For purposes of this representationopinion, the Selling Unitholder Parties such counsel may assume that when such payment, delivery and crediting occur, (A) such Offered Units will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s unit registry in accordance with the LLC Agreement its certificate of formation, limited liability company agreement and applicable law, (B) DTC will be registered as a “clearing corporation” (within the meaning of Section 8-102 102(a)(5) of the UCC NY UCC) and (C) appropriate entries to the accounts “securities accounts” of the several Underwriters on the records of DTC will have been made pursuant to the NY UCC.