Common use of Valid Issuance; No Options or Preemptive Rights of Units Clause in Contracts

Valid Issuance; No Options or Preemptive Rights of Units. (a) The Purchased Units to be issued and sold by AMID to the Purchaser hereunder have been duly authorized in accordance with the Partnership Agreement and, when issued and delivered against payment therefor pursuant to this Agreement, will be validly issued in accordance with the Partnership Agreement, fully paid (to the extent required under the 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). (b) The Purchased Units shall have those rights, preferences, privileges and restrictions governing the Series A-2 Units, which shall be reflected in the Partnership Agreement Amendment. (c) The Common Units issuable upon conversion of the Purchased Units and the Series A-2 Units issuable to holders of Series A-2 Units as a distribution in kind in lieu of cash distributions on the Series A-2 Units and, in each case, the limited partner interests represented thereby, upon issuance in accordance with the terms of the Series A-2 Units as reflected in the Partnership Agreement Amendment, have been and will be duly authorized in accordance with the Partnership Agreement and will be validly issued, fully paid (to the extent required by applicable law and the 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). (d) Other than the General Partner’s right to maintain its general partner interest, the holders of outstanding LP Units are not entitled to statutory, preemptive or other similar contractual rights to subscribe for LP Units or Series A-2 Units; and no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, partnership securities or ownership interests in AMID are outstanding.

Valid Issuance; No Options or Preemptive Rights of Units. (a) The Purchased Units to be issued and sold by AMID to the Purchaser hereunder have been duly authorized in accordance with the Partnership Agreement and, when issued and delivered against payment therefor pursuant to this Agreement, will be validly issued in accordance with the Partnership Agreement, fully paid (to the extent required under the 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). (b) The Purchased Units shall have those rights, preferences, privileges and restrictions governing the Series A-2 B Units, which shall be reflected in the Partnership Agreement Amendment. (c) The Common Units issuable upon conversion of the Purchased Units and Units, the Series A-2 B Units issuable to holders of Series A-2 B Units as a distribution in kind in lieu of cash distributions on the Series A-2 Units andB Units, in each case, the limited partner interests represented thereby, upon issuance in accordance with the terms of the Series A-2 B Units as reflected in the Partnership Agreement Amendment, Amendment have been and will be duly authorized in accordance with the Partnership Agreement and will be validly issued, fully paid (to the extent required by applicable law and the 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). (d) Other than the General Partner’s right to maintain its general partner interest, the holders of outstanding LP Units are not entitled to statutory, preemptive or other similar contractual rights to subscribe for LP Units or Series A-2 B Units; and no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, partnership securities or ownership interests in AMID are outstanding.

Valid Issuance; No Options or Preemptive Rights of Units. (a) The Purchased Consideration Units to be issued and sold by AMID Buckeye to the Purchaser hereunder have been duly authorized in accordance with the Partnership Agreement and, when issued and delivered against payment therefor pursuant to this Agreement, will be validly issued in accordance with the Partnership Agreement, fully paid (to the extent required under the Partnership Agreement) and nonassessable 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). (b) The Purchased Those Consideration Units that are Class B Units shall have those rights, preferences, privileges and restrictions governing the Series A-2 Class B Units, which shall be reflected in the Partnership Agreement Amendment. (c) The Common LP Units issuable upon conversion of the Purchased those Consideration Units and the Series A-2 that are Class B Units, those Class B Units issuable to holders of Series A-2 Class B Units as a distribution in kind in lieu of cash distributions on the Series A-2 Class B Units and those LP Units issuable in lieu of cash as liquidated damages under the Registration Rights Agreement and, in each case, the limited partner interests represented thereby, upon issuance in accordance with the terms of the Series A-2 Class B Units as reflected in the Partnership Agreement Amendment, Amendment have been and will be duly authorized in accordance with the Partnership Agreement and will be validly issued, fully paid (to the extent required by applicable law and the 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). (d) Other than the General Partner’s right to maintain its general partner interest, the The holders of outstanding LP Units are not entitled to statutory, preemptive or other similar contractual rights to subscribe for LP Units or Series A-2 Class B Units; and no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, partnership securities or ownership interests in AMID Buckeye are outstanding.

Valid Issuance; No Options or Preemptive Rights of Units. (a) The Purchased Units to be issued and sold and the Warrant to be issued by AMID to the Purchaser hereunder have been duly authorized in accordance with the Partnership Agreement and, when issued and delivered against payment therefor pursuant to this Agreement, will be validly issued in accordance with the Partnership Agreement, fully paid (to the extent required under the 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). (b) The Purchased Units shall have those rights, preferences, privileges and restrictions governing the Series A-2 Units, which shall be reflected in the Partnership Agreement Amendment. (c) The Common Units issuable upon conversion of the Purchased Units and and, if the Series A-2 Units issuable to holders Warrant is issued in accordance with the terms set forth in Section 5.6, the exercise of Series A-2 Units as a distribution in kind in lieu of cash distributions on the Series A-2 Units Warrant and, in each case, the limited partner interests represented thereby, upon issuance in accordance with the terms of the Series A-2 D Units as reflected in the Partnership Agreement Amendment, have been and will be duly authorized in accordance with the Partnership Agreement and will be validly issued, fully paid (to the extent required by applicable law and the 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). (dc) Other than the General Partner’s right to maintain its general partner interest, the holders of outstanding LP Units are not entitled to statutory, preemptive or other similar contractual rights to subscribe for LP Units or Series A-2 D Units; and, except for the Series C Warrant and the Warrant, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, partnership securities or ownership interests in AMID are outstanding.

Valid Issuance; No Options or Preemptive Rights of Units. (a) The Purchased Consideration Units to be issued and sold by AMID Buckeye to the Purchaser hereunder have been duly authorized in accordance with the Partnership Agreement and, when issued and delivered against payment therefor pursuant to this Agreement, will be validly issued in accordance with the Partnership Agreement, fully paid (to the extent required under the Partnership Agreement) and nonassessable 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). (b) The Purchased Those Consideration Units that are Class B Units shall have those rights, preferences, privileges and restrictions governing the Series A-2 Class B Units, which shall be reflected in the Partnership Agreement Amendment. (c) The Common LP Units issuable upon conversion of the Purchased those Consideration Units and the Series A-2 that are Class B Units, those Class B Units issuable to holders of Series A-2 Class B Units as a distribution in kind in lieu of cash distributions on the Series A-2 Class B Units and those LP Units issuable in lieu of cash as liquidated damages under the Registration Rights Agreement and, in each case, the limited partner interests represented thereby, upon issuance in accordance with the terms of the Series A-2 Class B Units as reflected in the Partnership Agreement Amendment, Amendment have been and will be duly authorized in accordance with the Partnership Agreement and will be validly issued, fully paid (to the extent required by applicable law and the 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). (d) Other than the General Partner’s right to maintain its general partner interest, the The holders of outstanding LP Units are not entitled to statutory, preemptive or other similar contractual rights to subscribe for LP Units or Series A-2 Class B Units; and and, except with respect to the Unit Purchase Agreements, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, partnership securities or ownership interests in AMID Buckeye are outstanding.

Valid Issuance; No Options or Preemptive Rights of Units. (a) The Purchased Units to be issued and sold and the Warrant to be issued by AMID to the Purchaser hereunder have been duly authorized in accordance with the Partnership Agreement and, when issued and delivered against payment therefor pursuant to this Agreement, will be validly issued in accordance with the Partnership Agreement, fully paid (to the extent required under the 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). (b) The Purchased Units shall have those rights, preferences, privileges and restrictions governing the Series A-2 C Units, which shall be reflected in the Partnership Agreement AmendmentAgreement. (c) The Common Units issuable upon conversion of the Purchased Units, the Series C PIK Units and the Series A-2 Units issuable to holders exercise of Series A-2 Units as a distribution in kind in lieu of cash distributions on the Series A-2 Units Warrant and, in each case, the limited partner interests represented thereby, upon issuance in accordance with the terms of the Series A-2 C Units as reflected in the Partnership Agreement AmendmentAgreement, have been and will be duly authorized in accordance with the Partnership Agreement and will be validly issued, fully paid (to the extent required by applicable law and the 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). (d) Other than the General Partner’s right to maintain its general partner interest, the holders of outstanding LP Units are not entitled to statutory, preemptive or other similar contractual rights to subscribe for LP Units or Series A-2 C Units; and and, except for the Warrant, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, partnership securities or ownership interests in AMID are outstanding.

Valid Issuance; No Options or Preemptive Rights of Units. (a) The Purchased Units to be issued and sold by AMID Buckeye to the each Purchaser hereunder have been duly authorized in accordance with the Partnership Agreement and, when issued and delivered against payment therefor pursuant to this Agreement, will be validly issued in accordance with the Partnership Agreement, fully paid (to the extent required under the Partnership Agreement) and nonassessable 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). (b) The Purchased Units shall have those rights, preferences, privileges and restrictions governing the Series A-2 Class B Units, which shall be reflected in the Partnership Agreement Amendment. (c) The Common LP Units issuable upon conversion of the Purchased Units and Units, , the Series A-2 Class B Units issuable to holders of Series A-2 Class B Units as a distribution in kind in lieu of cash distributions on the Series A-2 Class B Units and the LP Units issuable in lieu of cash as liquidated damages under the Registration Rights Agreement and, in each case, the limited partner interests represented thereby, upon issuance in accordance with the terms of the Series A-2 Class B Units as reflected in the Partnership Agreement Amendment, Amendment have been and will be duly authorized in accordance with the Partnership Agreement and will be validly issued, fully paid (to the extent required by applicable law and the 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). (d) Other than the General Partner’s right to maintain its general partner interest, the The holders of outstanding LP Units are not entitled to statutory, preemptive or other similar contractual rights to subscribe for LP Units or Series A-2 Class B Units; and and, except with respect to the Unit Purchase Agreements, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, partnership securities or ownership interests in AMID Buckeye are outstanding.