Valid Issuance of Purchased Units. The Purchased Units, when issued, sold and delivered in accordance with the terms hereof for the consideration expressed herein or therein, will be duly and validly issued and fully paid and non-assessable. Based in part upon the representations of the Subscriber in this Agreement and subject to the completion of the filings referenced in Section 3.4 below, the Purchased Units will be issued in compliance with all applicable federal and state securities laws.
Valid Issuance of Purchased Units. The Purchased Units, when issued, sold and delivered in accordance with the terms hereof for the consideration expressed herein or therein, will be duly and validly issued and fully paid and non-assessable. Based in part upon the representations of the Subscriber in this Agreement and subject to the completion of the filings referenced in Section 3.4 below, the Purchased Units will be issued in compliance with all applicable federal and state securities laws. Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this Agreement, except for the federal and state securities law filings to be made by the Company as necessary.
Valid Issuance of Purchased Units. The offer and sale of the Purchased Units and the limited partner interests represented thereby have been duly authorized by Seller and, when issued and delivered to the Purchasers against payment therefor in accordance with the terms of this Agreement, will be validly issued, fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by such matters described under the caption “The Partnership Agreement — Limited Liability” in Seller’s Registration Statement on Form S-1 (File No. 333-64107), which is incorporated by reference into Seller’s Registration Statement on Form 8-A/A (File No. 001-14569)).
Valid Issuance of Purchased Units. Assuming the truth and accuracy of the representations and warranties set forth in Section 4.4, when issued and delivered on the Subscription Closing Date, the Purchased Units shall be validly issued and fully paid and shall have been issued in compliance with the Securities Act and applicable state securities Laws.
Valid Issuance of Purchased Units. The offer and sale of the Purchased Units and the limited liability company interests represented thereby have been duly authorized in accordance with the Operating Agreement and, when issued and delivered to Purchaser against payment therefor in accordance with the terms of this Agreement, will be validly issued, fully paid (to the extent required under the Operating Agreement) and nonassessable (except as such nonassessability may be affected by Section 18-607 and 18-804 of the Delaware Limited Liability Company Act.
Valid Issuance of Purchased Units. All of the Purchased Units have been duly authorized and validly issued in accordance with applicable Law and the Partnership Agreement and are fully paid and nonassessable.
Valid Issuance of Purchased Units. The Purchased Units, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued and fully paid, will have the rights, privileges and preferences set forth in the Amended LLC Agreement, and will be issued free and clear of any Liens and be free of restrictions on transfer other than restrictions on transfer under the Transaction Agreements, applicable state and federal securities Laws and Liens created by or imposed by a Purchaser. Any common units issued upon conversion of the Purchased Units will be validly issued and fully paid, will have the rights, privileges and preferences set forth in the Amended LLC Agreement, and will be free of restrictions on transfer other than restrictions on transfer under the Transaction Agreements, applicable state and federal securities laws and Liens created by or imposed by a Purchaser. Assuming the accuracy of the representations of the Purchasers in Section 3 of this Agreement, the Purchased Units will be issued in compliance with all applicable federal and state securities Laws. #157999182_v15 172422.00011
Valid Issuance of Purchased Units. ETE has taken all necessary action to approve and adopt Amendment No. 1 as an amendment to the Third Amended and Restated Agreement of Limited Partnership of ETE, as amended as of the date of this Agreement (the “Partnership Agreement”) and no approval of the limited partners of ETE is necessary for the approval and adoption of Amendment No. 1. At the Closing, Amendment No. 1 will be duly executed, delivered and adopted by ETE as an amendment to the Partnership Agreement. ETI, when such Class C Units are delivered as provided in this Agreement, will be entitled to the rights of a unitholder of limited partner interests of ETE as conferred by the Partnership Agreement, as amended by Amendment No. 1, and applicable law. The offer and sale of the Class C Units and the limited partner interests represented thereby have been duly authorized by ETE and, when issued and delivered to ETI against payment therefor in accordance with the terms of this Agreement, will be validly issued, fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by such matters described under the caption “Description of Our Partnership Agreement—Limited Liability” in ETE’s Registration Statement on Form S-1 (File No. 333-128097).
