Common use of Units Validly Issued Clause in Contracts

Units Validly Issued. The Units, when issued, will have been duly and validly authorized and issued, free of any preemptive or similar rights, and will be fully paid and nonassessable, without any obligation to restore capital except as required by the Delaware Revised Uniform Limited Partnership Act (the “Limited Partnership Act”). Each Contributor shall be admitted as a limited partner of the Acquiror as of the Closing Date and shall be entitled to all of the rights and protections of a limited partner under the Limited Partnership Act and the provisions of the Partnership Agreement, with the same rights, preferences, and privileges as all other limited partners on a pari passu basis.

Appears in 6 contracts

Samples: Contribution Agreement (MHI Hospitality CORP), Contribution Agreement (MHI Hospitality CORP), Contribution Agreement (MHI Hospitality CORP)

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Units Validly Issued. The Units, when issued, will have been duly and validly authorized and issued, free of any preemptive or similar rights, and will be fully paid and nonassessable, without any obligation to restore capital except as required by the Delaware Revised Uniform Limited Partnership Act (the “Limited Partnership Act”). Each The Contributor shall be admitted as a limited partner of the Acquiror Acquirer as of the Closing Date and shall be entitled to all of the rights and protections of a limited partner under the Limited Partnership Act and the provisions of the Acquirer’s Partnership Agreement, with the same rights, preferences, and privileges as all other limited partners on a pari passu basis.

Appears in 2 contracts

Samples: Contribution Agreement (Summit Hotel Properties, Inc.), Contribution Agreement (Summit Hotel OP, LP)

Units Validly Issued. The Units, when issued, will have been duly and validly authorized and issued, free of any preemptive or similar rights, and will be fully paid and nonassessable, without any obligation to restore capital except as required by the Delaware Revised Uniform Limited Partnership Act (the “Limited Partnership Act”). Each Contributor The Contributors shall be admitted as a limited partner partners of the Acquiror as of the Closing Date and shall be entitled to all of the rights and protections of a limited partner under the Limited Partnership Act and the provisions of the Partnership Agreement, with the same rights, preferences, and privileges as all other limited partners on a pari passu basis.

Appears in 2 contracts

Samples: Contribution Agreement (MHI Hospitality CORP), Contribution Agreement (MHI Hospitality CORP)

Units Validly Issued. The Units, when issued, will have been duly and validly authorized and issued, free of any preemptive or similar rights, and will be fully paid and nonassessablenon-assessable, without any obligation to restore capital except as required by the Delaware Revised Uniform Limited Partnership Act (the “Limited Partnership Act”). Each Contributor Operator shall be admitted as a limited partner of the Acquiror as of the Closing Date and shall be entitled to all of the rights and protections of a limited partner under the Limited Partnership Act and the provisions of the Limited Partnership Agreement, with the same rights, preferences, and privileges as all other limited partners on a pari passu basis.

Appears in 2 contracts

Samples: Sale and Contribution Agreement, Purchase, Sale and Contribution Agreement (MHI Hospitality CORP)

Units Validly Issued. The Units, when issued, will have been duly and validly authorized and issued, free of any preemptive or similar rights, and will be fully paid and nonassessable, without any obligation to restore capital except as required by the Delaware Revised Uniform Limited Partnership Act (the “Limited Partnership Act”). Each Contributor Seller shall be admitted as a limited partner of the Acquiror Buyer as of the Closing Date and shall be entitled to all of the rights and protections of a limited partner under the Limited Partnership Act and the provisions of the Partnership Agreement, with the same rights, preferences, and privileges as all other limited partners on a pari passu basis.

Appears in 2 contracts

Samples: Contribution Agreement (MHI Hospitality CORP), Contribution Agreement (MHI Hospitality CORP)

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Units Validly Issued. The Units, when issued, will have been duly and validly authorized and issued, free of any preemptive or similar rights, and will be fully paid and nonassessable, without any obligation to restore capital except as required by the Delaware Revised Uniform Limited Partnership Act (the “Limited Partnership Act”). Each The Contributor (or its designee) shall be admitted as a limited partner of the Acquiror Acquirer as of the Closing Date and shall be entitled to all of the rights and protections of a limited partner under the Limited Partnership Act and the provisions of the Acquirer’s Partnership Agreement, with the same rights, preferences, and privileges as all other limited partners on a pari passu basis.

Appears in 2 contracts

Samples: Contribution Agreement (Summit Hotel Properties, Inc.), Contribution Agreement (Summit Hotel OP, LP)

Units Validly Issued. The Units, when issued, will have been duly and validly authorized and issued, free of any preemptive or similar rights, and will be fully paid and nonassessable, without any obligation to restore capital except as required by the Delaware Revised Uniform Limited Partnership Act (the "Limited Partnership Act"). Each The Contributor shall be admitted as a limited partner of the Acquiror Acquirer as of the Closing Date and shall be entitled to all of the rights and protections of a limited partner under the Limited Partnership Act and the provisions of the Partnership Agreement, with the same rights, preferences, and privileges as all other limited partners on a pari passu basis.

Appears in 1 contract

Samples: Contribution Agreement (Highland Hospitality Corp)

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