Valid Issuance; Listing. (a) At Closing, the offer and sale of the CAPL Common Units will have been duly authorized by CAPL pursuant to the First Amended and Restated Agreement of Limited Partnership of Lehigh Gas Partners, L.P., as amended prior to the date hereof (the “CAPL Partnership Agreement”), and when issued and delivered to CST Services in accordance with the terms of this Agreement and the CAPL Partnership Agreement, will be validly issued, fully paid (to the extent required by the CAPL Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act) and free and clear of all liens (other than those arising pursuant to the terms of the CAPL Partnership Agreement or restrictions on transfer under applicable federal and state securities laws).
(b) The currently outstanding CAPL Common Units are listed on the New York Stock Exchange, and CAPL has not received any notice of delisting.
(c) Other than this Agreement, and except as disclosed in filings made by CAPL with the U.S. Securities and Exchange Commission, there are no outstanding options, warrants, exchangeable or convertible debt or similar rights or agreements to purchase or acquire any equity interests in CAPL.
Valid Issuance; Listing. (a) At Closing, the offer and sale of the Unit Consideration will have been duly authorized by the Acquiror Parties pursuant to the Acquiror Partnership Agreement, and when issued and delivered to Contributor in accordance with the terms of this Agreement and the Acquiror Partnership Agreement, the Unit Consideration will be validly issued, fully paid (to the extent required by the Acquiror Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act) and free and clear of all Liens (other than restrictions on transfer imposed by applicable federal, state and other securities Laws and other than as provided in the Acquiror Partnership Agreement).
(b) The currently outstanding Acquiror Common Units are listed on the New York Stock Exchange, and Acquiror has not received any notice of delisting.
Valid Issuance; Listing. (a) The offer and sale of the Common Units in the Private Equity Placement and the limited partner interests represented thereby have been duly authorized by the Partnership pursuant to the Partnership Agreement and, when issued and delivered to the Contributing Parties in accordance with the terms of this Agreement and the Partnership Agreement, will be validly issued, fully paid (to the extent required by the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act), and will be free of any and all Liens and restrictions on transfer, other than restrictions on transfer under the Partnership Agreement and under applicable state and federal securities laws.
(b) The Partnership’s currently outstanding Common Units are listed on the NYSE, and the Partnership has not received any notice of delisting.
Valid Issuance; Listing. (a) At Closing, the offer and sale of the Unit Consideration, the conversion of the SHC Subordinated Units into the Conversion Class A Units and the exchange of the SHC Common Units for the Exchange Class A Units will have been duly authorized by the Acquiror Parties pursuant to the Acquiror Partnership Agreement, as further amended by the Acquiror Partnership Agreement Amendment, and when issued and delivered to Contributors, in the case of the Unit Consideration, when converted into the Conversion Class A Units, in the case of the SHC Subordinated Units, and when exchanged for the Exchange Class A Units, in the case of the SHC Common Units, each in accordance with the terms of this Agreement and the Acquiror Partnership Agreement, as further amended by the Acquiror Partnership Agreement Amendment, the Unit Consideration and the SUN Class A Interests will be validly issued, fully paid (to the extent required by the Acquiror Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act) and free and clear of all Liens (other than restrictions on transfer imposed by applicable federal, state and other securities Laws and other than as provided in the Acquiror Partnership Agreement, as further amended by the Acquiror Partnership Agreement Amendment).
(b) The currently outstanding Acquiror Common Units are listed on the New York Stock Exchange, and Acquiror has not received any notice of delisting.
Valid Issuance; Listing. (a) The offer and sale of the shares Common Stock pursuant hereto have been duly authorized by the Company and, when issued and delivered to SEP I in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable, will be free of any and all Liens and restrictions on transfer, other than restrictions on transfer under applicable state and federal securities laws.
(b) The Common Stock is listed on the NYSE, and the Company has not received any notice of delisting.
Valid Issuance; Listing. (a) At Closing, the offer and sale of the Unit Consideration will have been duly authorized by Buyer pursuant to the Buyer Partnership Agreement, and when issued and delivered to Seller in accordance with the terms of this Agreement and the Buyer Partnership Agreement, will be validly issued, fully paid (to the extent required by the Buyer Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act) and free and clear of all Liens (other than restrictions on transfer imposed by applicable federal, state and other securities Laws).
(b) The currently outstanding Buyer Common Units are listed on the New York Stock Exchange, and Buyer has not received any notice of delisting.
Valid Issuance; Listing. (a) The offer and sale of the Class B Units that comprise the Equity Consideration and the limited partner interests represented thereby have been duly authorized by the Partnership pursuant to the Partnership Agreement and, when issued and delivered to the General Partner or its designee(s) in accordance with the terms of this Agreement, will be validly issued, fully paid (to the extent required by the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act) and will be free of any and all Liens and restrictions on transfer, other than restrictions on transfer under the Partnership Agreement and under applicable state and federal securities laws.
(b) The Common Units issuable upon conversion of the Class B Units that comprise the Equity Consideration, and the limited partner interests represented thereby, upon issuance in accordance with the terms of Amendment No. 3, including receipt of the required approval of the unitholders of the Partnership, will be duly authorized by the Partnership pursuant to the Partnership Agreement, and will be validly issued, fully paid (to the extent required by the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act) and will be free of any and all Liens and restrictions on transfer, other than restrictions on transfer under the Partnership Agreement and under applicable state and federal securities laws.
(c) The NYSE has approved the terms of the Class B Units. The Partnership’s currently outstanding Common Units are listed on the NYSE, and the Partnership has not received any notice of delisting.
Valid Issuance; Listing. All Ordinary Shares issued upon the proper exercise of a Warrant in conformity with this Agreement and duly authorized by all necessary corporate action on the part of the Company shall be validly issued, fully paid and shall not be subject to any call for payment of any further capital (subject to full payment therefor in accordance with the terms of this Agreement). The Company shall cause the Ordinary Shares issued upon the proper exercise of a Warrant to be listed on the Nasdaq Stock Market or such other U.S. national securities exchange on which the Ordinary Shares are then listed.
Valid Issuance; Listing. (a) The offer and sale of the Class D Units in the Private Equity Placement and the limited partner interests represented thereby have been duly authorized by the Partnership pursuant to the Partnership Agreement and, when issued and delivered to the Contributing Parties in accordance with the terms of this Agreement and the Partnership Agreement, will be validly issued, fully paid (to the extent required by the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-303, 17- 607 and 17-804 of the Delaware LP Act), and will be free of any and all Liens and restrictions on transfer, other than restrictions on transfer under the Partnership Agreement and under applicable state and federal securities laws.
(b) The Partnership’s currently outstanding Common Units are listed on the New York Stock Exchange, and the Partnership has not received any notice of delisting. The Partnership Parties are purchasing the Contributed Interest for their own account with the present intention of holding the Contributed Interest for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or state securities laws. The Partnership Parties acknowledge that the Contributed Equity Interest will not be registered under the Securities Act or any applicable state securities law, and that such Contributed Equity Interest may not be transferred or sold except pursuant to the registration provisions of the Securities Act or pursuant to an applicable exemption therefrom and pursuant to state securities laws and regulations as applicable.
Valid Issuance; Listing and Section 6.9 (Brokers) (collectively, the “Acquiror Fundamental Representations”)) until the aggregate amount of all Losses in respect of indemnification under Section 10.3(a) (other than those with respect to any Acquiror Fundamental Representation and other than those excluded pursuant to Section 10.4(d)) exceeds an amount equal to the Deductible, in which event the Contributor Indemnitees shall only be entitled to recover Losses in excess of such amount, subject to the other limitations set forth herein.
