Contributed Interests Clause Samples

Contributed Interests. (a) The Contributed Interests (i) constitute one hundred percent (100%) of the limited liability company interests in VEX and (ii) are duly authorized, validly issued and fully paid (to the extent required by VEX’s Organizational Documents) and non-assessable (except as such non-assessability may be affected by the Texas Business Organizations Code). The Contributed Interests are not subject to and were not issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of local or state law applicable to such interests, VEX’s Organizational Documents, or any Contract to which the Contributor or any of its Affiliates is a party or to which it or any of its properties or assets is otherwise bound. (b) As of immediately prior to the Closing, the Contributor has good and valid record and beneficial title to the Contributed Interests, free and clear of any and all Liens, and, except for restrictions under applicable federal and state securities laws or as provided in VEX’s Organizational Documents, the Contributed Interests are free and clear of any restrictions on transfer, Taxes, or claims. There are no options, warrants, purchase rights, Contracts or other securities exercisable or exchangeable for any equity interests of VEX, any other commitments or Contracts providing for the issuance of additional equity interests, or for the repurchase or redemption of the Contributed Interests, or any Contracts of any kind which may obligate VEX to issue, purchase, register for sale, redeem or otherwise acquire any of its equity interests. Immediately after the Closing, EnLink Operating will have good and valid record and beneficial title to such Contributed Interests, free and clear of any Liens, and, except for restrictions under applicable federal and state securities laws or as provided in VEX’s Organizational Documents, free and clear of any restrictions on transfer, Taxes, or claims.

Contributed Interests. (a) The Contributed Interests (i) constitute 40% of the limited liability company interests in Bayou Bridge and (ii) were duly authorized and validly issued and are fully paid and non-assessable. Except as set forth in the Bayou Bridge LLC Agreement, the Contributed Interests are not subject to and were not issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of local or state law applicable to the Contributed Interests or Bayou Bridge or the organizational documents of any P66 Party or Bayou Bridge, or any contract, arrangement or agreement to which Bayou Bridge is a party or to which it or any of its respective properties or assets is otherwise bound. (b) Pipeline has and, as of the Closing, PDI will have, good and valid record and beneficial title to the Contributed Interests, free and clear of any and all Liens, and, except as provided or created by the limited liability company agreement or other organizational or governance documents of Bayou Bridge, the Securities Act or applicable securities laws, the Contributed Interests are free and clear of any restrictions on transfer, Taxes, or claims. Immediately after the Closing, the Partnership Group will have good and valid record and beneficial title to the Contributed Interests, free and clear of any Liens.

Contributed Interests. Except as set forth in the applicable Governing Agreement, there are no rights to purchase, subscriptions, warrants, options, conversion rights or preemptive rights relating to the Contributed Interests or any equity interest in any Contributed Entity that will be in effect as of the Closing.

Contributed Interests. On and subject to the terms and conditions of this Agreement, at the Closing (as defined below), for the consideration specified in this Section 2, each SFHC Partner agrees to contribute and deliver or cause to be delivered to Buyer, and Buyer agrees to accept in exchange for the consideration set forth herein, the Contributed Interest owned by such SFHC Partner as of the Closing, free and clear of any and all Liens.

Contributed Interests. The Contributed Interests constitute all of ▇▇▇▇▇▇▇▇’ directly or indirectly owned interests in natural gas gathering, processing, treating, transportation and storage businesses and NGL marketing business, other than the Retained Assets and Liabilities and those interests currently held by WMZ (the “WMZ Assets”) or the Partnership Parties. The assets necessary to conduct the Transferred Businesses as such businesses are conducted on the date of this Agreement will be included in the Transferred Assets or provided through the Services Agreements.

Contributed Interests. 1.01(c) Contributor...............................................................................................

Contributed Interests. The limited partnership interests in the Existing Partnerships and any Additional Partnerships contributed to the Partnership by the Limited Partners as described in the Contribution Agreements entered into from time to time with the Partnership.

Contributed Interests. Such Contributing Partner is the lawful record and beneficial owner of the Contributed Interests set forth opposite such Contributing Partner’s name on Schedule 1 and has good, valid and marketable title to its Contributed Interests free and clear of any Liens and with no restriction on the voting rights and other incidents of record and beneficial ownership pertaining thereto. The Contributed Interests have been duly authorized and validly issued, and upon the contribution thereof to the Partnership at the Effective Time pursuant to the terms of this Agreement, good, valid and marketable title to such Contributed Interests shall be transferred to the Partnership free and clear of any Liens. Such Contributing Partner is not the subject of any bankruptcy, reorganization or similar proceeding. Except as set forth on Schedule 1 with respect to such Contributing Partner, such Contributing Partner does not own any equity securities or any other voting or equity security (or securities convertible into or exchangeable for any such securities) in Peak E&P or PBLM.

Contributed Interests. At the Contribution Effective Time (or, with respect to the Split-Off Effective Time Assets and Liabilities, such other time specified on Schedule A): (i) Liberty and LI LLC shall transfer, convey and assign to the Company all of their respective rights, title and interest in and to all of the Contributed Ventures Assets, and the Company shall acquire and accept from Liberty and LI LLC, all such rights, title and interest in and to all of the Contributed Ventures Assets. Prior to the Contribution Effective Time, it is intended that Liberty will first transfer any of its rights, title and interest in and to the Contributed Ventures Assets to LI LLC, except as otherwise contemplated by Schedule A. (ii) In exchange for the Contributed Ventures Assets, the Company shall: (1) issue to LI LLC a number of shares of Company Reclassified Class A Common Stock and a number of shares of Company Reclassified Class B Common Stock equal to the number of shares of Liberty Ventures Series A Common Stock and Liberty Ventures Series B Common Stock, respectively, outstanding on the Closing Date; (2) assume the Assumed Liabilities; (3) issue to LI LLC the Company Charter Exchangeable Debentures in an aggregate principal amount equal to the Exchange Offer Principal Amount; and (4) distribute to LI LLC the Agreed Cash Amount immediately following Broadband Holdco’s receipt of such amount of borrowed funds under its Loan Facility. (iii) (1) Immediately following the contribution of the Contributed Ventures Assets pursuant to Section 2.3(c)(i) and prior to the distribution described in Section 2.3(c)(ii)(4), the Company shall cause Broadband Holdco to borrow funds under the Loan Facility in an amount sufficient to permit the distribution by Broadband Holdco to the Company of the Agreed Cash Amount and shall cause Broadband Holdco to distribute the Agreed Cash Amount to the Company.