Valid Issuance of Units. (a) The New DM Units and the limited partner interests represented thereby will be duly authorized by Acquirer pursuant to the DM Partnership Agreement prior to the Closing Date and, when issued and delivered to Contributor in accordance with the terms of this Agreement, will be validly issued, fully paid (to the extent required by the DM 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 will be free of any and all Liens and restrictions on transfer, other than (i)restrictions on transfer under the DM Partnership Agreement, this Agreement or applicable state and federal securities Laws, (ii) such Liens as are created by Contributor and (iii) such Liens as arise under the DM Partnership Agreement or the Delaware LP Act; and
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Samples: Contribution, Conveyance and Assumption Agreement, Contribution, Conveyance and Assumption Agreement (Dominion Midstream Partners, LP), Registration Rights Agreement (Dominion Midstream Partners, LP)
Valid Issuance of Units. (a) The New DM OMP Common Units and the limited partner interests represented thereby will be have been duly authorized by Acquirer pursuant to OMP in accordance with the DM Partnership Agreement prior to the Closing Date and, when issued and delivered to Contributor OMS Holdings in accordance with the terms of this Agreement, will be validly issued, fully paid (to the extent required by the DM 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 will be free of any and all Liens and restrictions on transfer, other than (i)restrictions i) restrictions on transfer under the DM Partnership Agreement, this Agreement or applicable state and federal securities Lawslaws, (ii) such Liens as are created by Contributor OMS Holdings or OMS and (iii) such Liens as arise under the DM Partnership Agreement or the Delaware LP Act; and
Appears in 3 contracts
Samples: Contribution and Simplification Agreement (Oasis Petroleum Inc.), Contribution and Simplification Agreement (Oasis Midstream Partners LP), Contribution Agreement (Oasis Petroleum Inc.)
Valid Issuance of Units. (a) The New DM Units and the limited partner interests represented thereby will be duly authorized by Acquirer pursuant to the DM Partnership Agreement prior to the Closing Date and, when issued and delivered to Contributor in accordance with the terms of this Agreement, will be validly issued, fully paid (to the extent required by the DM 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 will be free of any and all Liens and restrictions on transfer, other than (i)restrictions on transfer under the DM Partnership Agreement, this Agreement or applicable state and federal securities Laws, (ii) such Liens as are created by Contributor and (iii) such Liens as arise under the DM Partnership Agreement or the Delaware LP Act; Act; and
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