VALIDITY OF OP UNITS AND REIT SHARES. The OP Units to be issued pursuant to this Agreement will have been duly authorized and, when issued against the consideration therefor, will be validly issued by the Operating Partnership, free and clear of all Liens created by the Operating Partnership (other than Liens created by the Agreement of Limited Partnership of the Operating Partnership (the "Operating Partnership Agreement")). The REIT Shares to be issued pursuant to this Agreement will have been duly authorized by the REIT and, when issued against the consideration therefor, will be validly issued, fully paid and non-assessable and free and clear of all Liens created by the REIT (other than Liens created by the Articles of Amendment and Restatement of the REIT).
Appears in 17 contracts
Samples: Merger Agreement (Douglas Emmett Inc), Merger Agreement (Douglas Emmett Inc), Merger Agreement (Douglas Emmett Inc)
VALIDITY OF OP UNITS AND REIT SHARES. The Any OP Units to be issued pursuant to this Agreement will have been duly authorized by the Operating Partnership and, when issued against the consideration therefor, will be validly issued by the Operating Partnershipissued, fully paid and non-assessable, free and clear of all Liens created by the Operating Partnership (other than any Liens created by the Amended and Restated Agreement of Limited Partnership of the Operating Partnership (the "βOperating Partnership Agreement"β)). The Any REIT Shares to be issued pursuant to this Agreement will have been duly authorized by the REIT and, when issued against the consideration therefor, will be validly issued, fully paid and non-assessable and assessable, free and clear of all Liens created by the REIT (other than any Liens created by the Articles of Amendment and Restatement charter of the REIT).
Appears in 12 contracts
Samples: Contribution Agreement (Rexford Industrial Realty, Inc.), Contribution Agreement (Rexford Industrial Realty, Inc.), Contribution Agreement (Rexford Industrial Realty, Inc.)
VALIDITY OF OP UNITS AND REIT SHARES. The Any OP Units to be issued pursuant to this Agreement will have been duly authorized by the Operating Partnership and, when issued against the consideration therefor, will be validly issued by the Operating Partnershipissued, fully paid and non-assessable, free and clear of all Liens created by the Operating Partnership (other than any Liens created by the Agreement of Limited Partnership of the Operating Partnership (the "Operating Partnership Agreement")). The Any REIT Shares to be issued pursuant to this Agreement will have been duly authorized by the REIT and, when issued against the consideration therefor, will be validly issued, fully paid and non-assessable and assessable, free and clear of all Liens created by the REIT (other than any Liens created by the Articles of Amendment and Restatement charter of the REIT).
Appears in 4 contracts
Samples: Merger Agreement (Rexford Industrial Realty, Inc.), Agreement and Plan of Merger (Rexford Industrial Realty, Inc.), Merger Agreement (Rexford Industrial Realty, Inc.)
VALIDITY OF OP UNITS AND REIT SHARES. The Any OP Units to be issued pursuant to this Agreement will have been duly authorized by the Operating Partnership and, when issued against the consideration therefor, will be validly issued by the Operating Partnershipissued, fully paid and non-assessable, free and clear of all Liens created by the Operating Partnership (other than any Liens created by the Agreement of Limited Partnership of the Operating Partnership (the "Operating Partnership Agreement")). The Any REIT Shares to be issued pursuant to this Agreement will have been duly authorized by the REIT and, when issued against the consideration therefor, will be validly issued, fully paid and non-assessable and assessable, free and clear of all Liens created by the REIT (other than any Liens created by the Articles of Amendment and Restatement of the REITREIT Charter).
Appears in 2 contracts
Samples: Merger Agreement (Rexford Industrial Realty, Inc.), Merger Agreement (Rexford Industrial Realty, Inc.)
VALIDITY OF OP UNITS AND REIT SHARES. The OP Units to be issued pursuant to this Agreement will have been duly authorized and, when issued against the consideration therefor, will be validly issued by the Operating Partnership, free and clear of all Liens created by the Operating Partnership (other than Liens created by the Agreement of Limited Partnership of the Operating Partnership (the "Operating Partnership Agreement")). The REIT Shares to be issued pursuant to this Agreement will have been duly authorized by the REIT and, when issued against the consideration therefor, will be validly issued, fully paid and non-assessable and free and clear of all Liens created by the REIT (other than Liens created by the Articles of Amendment and Restatement of the REIT).all
Appears in 1 contract
