Entity Ownership. (i) At the Closing Time, after giving effect to the transactions contemplated hereby Moriah Properties, Ltd., DAB Resources, Ltd., Brothers Production Properties, Ltd., Brothers Production Company, Inc., Brothers Operating Company, Inc., J&W McGraw Properties, Ltd., MBN Properties LP, and H2K Holdings, Ltd. will own 100% of the issued and outstanding membership interests in the General Partner; such membership interests have been duly authorized and validly issued in accordance with the GP LLC Agreement, and are fully paid and non-assessable (except as such non-assessability may be limited by Section 18-607 of the Delaware LLC Act); and such persons and entities own such membership interests free and clear of all Liens. (ii) The General Partner is the sole general partner of the Partnership with a 0.1% general partner interest in the Partnership; such general partner interest has been duly authorized and validly issued in accordance with the Partnership Agreement, and is fully paid; and the General Partner owns such general partner interest free and clear of all Liens; the General Partner owns no assets and has no business other than with respect to, its 0.1% general partner interest in the Partnership. (iii) At the Closing Time, after giving effect to the transactions contemplated hereby and the offering contemplated hereby (including the redemption of a portion of the Units issued in exchange for the contribution of property to the Partnership) (assuming the option to purchase Option Units is not exercised), the persons listed on Schedule 2 (the "EXISTING UNITHOLDERS") will own 13,292,683 Units, representing collectively a 72.6% limited partner interest in the Partnership (the "EXISTING UNITHOLDER RETAINED UNITS"). At the Closing Time, all of the issued and outstanding Existing Unitholder Retained Units, and the limited partner interests represented thereby, will be duly authorized and validly issued in accordance with the Partnership Agreement, and will be fully paid (to the extent required under the Partnership Agreement) and non-assessable (except as such non-assessability may be affected by (a) the matters described in the Offering Memorandum under the captions "The Partnership Agreement--Limited Liability," "Risk Factors--Risks Related to this Offering and Our Limited Partnership Structure--Your liability may not be limited if a court finds that unitholder action constitutes control of our business" and "Risk Factors--Risks Related to this Offering and Our Limited Partnership Structure-- Unitholders may have liability to repay distributions that were wrongfully distributed to them" and (b) Sections 17-303 and 17-607 of the Delaware LP Act). (iv) The Units to be issued and sold by the Partnership hereunder, and the limited partner interests represented thereby, will be duly authorized in accordance with the Partnership Agreement and, when issued and delivered to the purchaser thereof 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 non-assessable (except as such non-assessability may be affected by (a) the matters described in the Offering Memorandum under the captions "The Partnership Agreement--Limited Liability," "Risk Factors--Risks Related to this Offering and Our Limited Partnership Structure--Your liability may not be limited if a court finds that unitholder action constitutes control of our business" and "Risk Factors--Risks Related to this Offering and Our Limited Partnership Structure--Unitholders may have liability to repay distributions that were wrongfully distributed to them" and (b) Sections 17-303 and 17-607 of the Delaware LP Act).
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Entity Ownership. (i) At the Closing Time, after giving effect to the transactions contemplated hereby Moriah Properties, Ltd., DAB Resources, Ltd., Brothers Production Properties, Ltd., Brothers Production Company, Inc., Brothers Operating Company, Inc., J&W McGraw Properties, Ltd., MBN Properties LP, Ltd. and H2K Holdings, Ltd. will own 100% of the issued and outstanding membership interests in the General Partner; such membership interests have been duly authorized and validly issued in accordance with the Amended and Restated Limited Liability Company Agreement of the General Partner (as amended as of the date hereof, the “GP LLC Agreement”), and are fully paid and non-assessable (except as such non-assessability may be limited by Section Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act (the “Delaware LLC Act”)); and such persons and entities own such membership interests free and clear of all liens, encumbrances, security interests, charges and claims (“Liens”).
(ii) The General Partner is the sole general partner of the Partnership with a 0.1an approximate 0.03% general partner interest in the Partnership; such general partner interest has been duly authorized and validly issued in accordance with the Partnership Agreement, and is fully paidpaid (to the extent required by the Fourth Amended and Restated Agreement of Limited Partnership of the Partnership (the “Partnership Agreement”)); and the General Partner owns such general partner interest free and clear of all Liens; the General Partner owns no assets assets, and has no business business, other than with respect to, to its 0.1% general partner interest in the Partnership.
(iii) At As of the Closing Time, after giving effect date hereof and immediately prior to the transactions contemplated hereby and the offering contemplated hereby (including the redemption of a portion issuance of the Units issued in exchange for the contribution of property Securities pursuant to the Partnership) (assuming the option to purchase Option Units is not exercised)this Agreement, the persons listed on Schedule 2 issued and outstanding limited partner interests of the Partnership consists of (the "EXISTING UNITHOLDERS"i) will own 13,292,683 57,669,048 Units, (ii) 2,300,000 8% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units representing collectively a 72.6% limited partner interest partners interests in the Partnership (the "EXISTING UNITHOLDER RETAINED UNITS"“Series A Preferred Units”), (iii) 7,200,000 8.00% Series B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units representing limited partner interests in the Partnership (the “Series B Preferred Units”) and (iv) 300,000 Incentive Distribution Units (as such term is defined in the Partnership Agreement). At the Closing Time, all All of the issued and outstanding Existing Unitholder Retained Units, Series A Preferred Units, Series B Preferred Units and Incentive Distribution Units, and the limited partner interests represented thereby, will be have been duly authorized and validly issued in accordance with the Partnership Agreementissued, and will be are fully paid (to the extent required under by the Partnership Agreement) and non-assessable (except as such non-assessability may be affected by (a) the matters described in the Offering Memorandum under the captions "The Partnership Agreement--Limited Liability," "Risk Factors--Risks Related to this Offering and Our Limited Partnership Structure--Your liability may not be limited if a court finds that unitholder action constitutes control of our business" and "Risk Factors--Risks Related to this Offering and Our Limited Partnership Structure-- Unitholders may have liability to repay distributions that were wrongfully distributed to them" and (b) Sections 17-303 303, 17-607 and 17-607 804 of the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”)).
(iv) The Units Securities to be issued and sold by the Partnership hereunder, and the limited partner interests represented thereby, will be duly authorized in accordance with the Partnership Agreement and, when issued and delivered to the purchaser thereof Underwriters against payment therefor in accordance with the terms of this Agreement, will be validly issued, fully paid (to the extent required under by the Partnership Agreement) and non-assessable (except as such non-assessability may be affected by (a) the matters described in the Offering Memorandum under the captions "The Partnership Agreement--Limited Liability," "Risk Factors--Risks Related to this Offering and Our Limited Partnership Structure--Your liability may not be limited if a court finds that unitholder action constitutes control of our business" and "Risk Factors--Risks Related to this Offering and Our Limited Partnership Structure--Unitholders may have liability to repay distributions that were wrongfully distributed to them" and (b) Sections 17-303 303, 17-607 and 17-607 804 of the Delaware LP Act).
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Entity Ownership. (ia) At the Closing Time, after giving effect to the transactions contemplated hereby Moriah Properties, Ltd., DAB Resources, Ltd., Brothers Production Properties, Ltd., Brothers Production Company, Inc., Brothers Operating Company, Inc., J&W McGraw Properties, Ltd., MBN Properties LP, and H2K Holdings, Ltd. will own 100% of the issued and outstanding membership interests in the General Partner; such membership interests have been duly authorized and validly issued in accordance with the GP LLC Agreement, and are fully paid and non-assessable (except as such non-assessability may be limited by Section Sections 18-607 and 18-804 of the Delaware LLC Act); and such persons and entities own such membership interests free and clear of all Liens.
(iib) The General Partner is the sole general partner of the Partnership with a an approximate 0.1% general partner interest in the Partnership; such general partner interest has been duly authorized and validly issued in accordance with the Partnership Agreement, and is fully paid; and the General Partner owns such general partner interest free and clear of all Liens; the General Partner owns no assets assets, and has no business business, other than with respect to, to its 0.1% general partner interest in the Partnership.
(iiic) At the Closing TimeDate, after giving effect to the transactions contemplated hereby and the offering contemplated hereby (including the redemption of a portion of the Units issued in exchange for the contribution of property to the Partnership) (assuming the option to purchase Option Units Securities is not exercised), the persons listed on Schedule 2 Exhibit I (the "EXISTING UNITHOLDERS"“Existing Unitholders”) will own 13,292,683 13,240,068 Units, representing collectively a 72.6an approximate 54.1% limited partner interest in the Partnership (the "EXISTING UNITHOLDER RETAINED UNITS"“Existing Unitholder Units”). At the Closing Time, all All of the issued and outstanding Existing Unitholder Retained Units, and the limited partner interests represented thereby, will be have been duly authorized and validly issued in accordance with the Partnership Agreement, and will be are fully paid (to the extent required under the Partnership Agreement) and non-assessable (except as such non-assessability may be affected by (a) the matters described in the Offering Memorandum under the captions "The Partnership Agreement--Limited Liability," "Risk Factors--Risks Related to this Offering and Our Limited Partnership Structure--Your liability may not be limited if a court finds that unitholder action constitutes control of our business" and "Risk Factors--Risks Related to this Offering and Our Limited Partnership Structure-- Unitholders may have liability to repay distributions that were wrongfully distributed to them" and (b) Sections 17-303 607 and 1718-607 804 of the Delaware LP Act).
(ivd) The Units to be issued and sold by the Partnership hereunder, and the limited partner interests represented thereby, will be duly authorized in accordance with the Partnership Agreement and, when issued and delivered to the purchaser thereof 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 non-assessable (except as such non-assessability may be affected by (a) the matters described in the Offering Memorandum under the captions "The Partnership Agreement--Limited Liability," "Risk Factors--Risks Related to this Offering and Our Limited Partnership Structure--Your liability may not be limited if a court finds that unitholder action constitutes control of our business" and "Risk Factors--Risks Related to this Offering and Our Limited Partnership Structure--Unitholders may have liability to repay distributions that were wrongfully distributed to them" and (b) Sections 17-303 303, 17-607 and 17-607 804 of the Delaware LP Act).
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Entity Ownership. (i) At the Closing Time, after giving effect to the transactions contemplated hereby Moriah Properties, Ltd., DAB Resources, Ltd., Brothers Production Properties, Ltd., Brothers Production Company, Inc., Brothers Operating Company, Inc., J&W McGraw Properties, Ltd., MBN Properties LP, Ltd. and H2K Holdings, Ltd. will own 100% of the issued and outstanding membership interests in the General Partner; such membership interests have been duly authorized and validly issued in accordance with the Amended and Restated Limited Liability Company Agreement of the General Partner (as amended as of the date hereof, the “GP LLC Agreement”), and are fully paid and non-assessable (except as such non-assessability may be limited by Section Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act (the “Delaware LLC Act”)); and such persons and entities own such membership interests free and clear of all liens, encumbrances, security interests, charges or claims (“Liens”).
(ii) The General Partner is the sole general partner of the Partnership with a 0.1an approximate 0.03% general partner interest in the Partnership; such general partner interest has been duly authorized and validly issued in accordance with the Amended and Restated Limited Partnership Agreement of the Partnership (as amended as of the date hereof, the “Partnership Agreement, ”) and is fully paid; and the General Partner owns such general partner interest free and clear of all Liens; , the General Partner owns no assets assets, and has no business other than with respect to, to its 0.1% general partner interest in the Partnership.
(iii) At the Closing Time, after giving effect to the transactions contemplated hereby and the offering contemplated hereby (including the redemption of a portion As of the Units issued in exchange for the contribution of property to the Partnership) (assuming the option to purchase Option Units is not exercised)date hereof, the persons listed on Schedule 2 (the "EXISTING UNITHOLDERS") will own 13,292,683 Units, representing collectively a 72.6% limited partner interest in the Partnership (the "EXISTING UNITHOLDER RETAINED UNITS"). At the Closing Time, all of the issued and outstanding Existing Unitholder Retained Units was 56,799,419 Units, and the limited partner interests represented thereby, will be all of such Units have been duly authorized and validly issued in accordance with the Partnership Agreement, Agreement and will be are fully paid (to the extent required under by the Partnership Agreement) and non-assessable (except as such non-assessability may be affected by (a) the matters described in the Offering Memorandum under the captions "The Partnership Agreement--Limited Liability," "Risk Factors--Risks Related to this Offering and Our Limited Partnership Structure--Your liability may not be limited if a court finds that unitholder action constitutes control of our business" and "Risk Factors--Risks Related to this Offering and Our Limited Partnership Structure-- Unitholders may have liability to repay distributions that were wrongfully distributed to them" and (b) Sections 17-303 303, 17-607 and 17-607 804 of the Delaware LP Act).
(iv) The Units to be issued and sold by the Partnership hereunder, and the limited partner interests represented thereby, will be duly authorized in accordance with the Partnership Agreement and, when issued and delivered to the purchaser thereof 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 non-assessable (except as such non-assessability may be affected by (a) the matters described in the Offering Memorandum under the captions "The Partnership Agreement--Limited Liability," "Risk Factors--Risks Related to this Offering and Our Revised Uniform Limited Partnership Structure--Your liability may not be limited if a court finds that unitholder action constitutes control of our business" and "Risk Factors--Risks Related to this Offering and Our Limited Partnership Structure--Unitholders may have liability to repay distributions that were wrongfully distributed to them" and Act (b) Sections 17-303 and 17-607 of the “Delaware LP Act”)).
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Entity Ownership. (i) At the Closing Time, after giving effect to the transactions contemplated hereby Moriah Properties, Ltd., DAB Resources, Ltd., Brothers Production Properties, Ltd., Brothers Production Company, Inc., Brothers Operating Company, Inc., J&W McGraw Properties, Ltd., MBN Properties LP, Ltd. and H2K Holdings, Ltd. will own 100% of the issued and outstanding membership interests in the General Partner; such membership interests have been duly authorized and validly issued in accordance with the Amended and Restated Limited Liability Company Agreement of the General Partner (as amended as of the date hereof, the “GP LLC Agreement”), and are fully paid and non-assessable (except as such non-assessability may be limited by Section Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act (the “Delaware LLC Act”)); and such persons and entities own such membership interests free and clear of all liens, encumbrances, security interests, charges and claims (“Liens”).
(ii) The General Partner is the sole general partner of the Partnership with a 0.1an approximate 0.03% general partner interest in the Partnership; such general partner interest has been duly authorized and validly issued in accordance with the Amended and Restated Limited Partnership Agreement of the Partnership (as amended as of the date hereof, the “Partnership Agreement, ”) and is fully paid; and the General Partner owns such general partner interest free and clear of all Liens; the General Partner owns no assets assets, and has no business business, other than with respect to, to its 0.1% general partner interest in the Partnership.
(iii) At As of the Closing Time, after giving effect date hereof and immediately prior to the transactions contemplated hereby and the offering contemplated hereby (including the redemption of a portion issuance of the Units issued in exchange for the contribution of property Securities pursuant to the Partnership) (assuming the option to purchase Option Units is not exercised)this Agreement, the persons listed on Schedule 2 issued and outstanding limited partner interests of the Partnership consists of (i) 57,674,418 Units, (ii) 2,300,000 8% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (the "EXISTING UNITHOLDERS"“Series A Preferred Units”) will own 13,292,683 Units, representing collectively a 72.6% limited partner interest and (iii) 300,000 Incentive Distribution Units (as such term is defined in the Amended and Restated Partnership (the "EXISTING UNITHOLDER RETAINED UNITS"Agreement). At the Closing Time, all All of the issued and outstanding Existing Unitholder Retained Units, Series A Preferred Units and Incentive Distribution Units, and the limited partner interests represented thereby, will be have been duly authorized and validly issued in accordance with the Partnership Agreement, and will be are fully paid (to the extent required under by the Partnership Agreement) and non-assessable (except as such non-assessability may be affected by (a) the matters described in the Offering Memorandum under the captions "The Partnership Agreement--Limited Liability," "Risk Factors--Risks Related to this Offering and Our Limited Partnership Structure--Your liability may not be limited if a court finds that unitholder action constitutes control of our business" and "Risk Factors--Risks Related to this Offering and Our Limited Partnership Structure-- Unitholders may have liability to repay distributions that were wrongfully distributed to them" and (b) Sections 17-303 303, 17-607 and 17-607 804 of the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”)).
(iv) The Units Securities to be issued and sold by the Partnership hereunder, and the limited partner interests represented thereby, will be duly authorized in accordance with the Amended and Restated Partnership Agreement and, when issued and delivered to the purchaser thereof Underwriters against payment therefor in accordance with the terms of this Agreement, will be validly issued, fully paid (to the extent required under by the Amended and Restated Partnership Agreement) and non-assessable (except as such non-assessability may be affected by (a) the matters described in the Offering Memorandum under the captions "The Partnership Agreement--Limited Liability," "Risk Factors--Risks Related to this Offering and Our Limited Partnership Structure--Your liability may not be limited if a court finds that unitholder action constitutes control of our business" and "Risk Factors--Risks Related to this Offering and Our Limited Partnership Structure--Unitholders may have liability to repay distributions that were wrongfully distributed to them" and (b) Sections 17-303 303, 17-607 and 17-607 804 of the Delaware LP Act).
Appears in 1 contract
Entity Ownership. (ia) At the Closing Time, after giving effect to the transactions contemplated hereby Moriah Properties, Ltd., DAB Resources, Ltd., Brothers Production Properties, Ltd., Brothers Production Company, Inc., Brothers Operating Company, Inc., J&W McGraw Properties, Ltd., MBN Properties LP, and H2K Holdings, Ltd. will own 100% of the issued and outstanding membership interests in the General Partner; such membership interests have been duly authorized and validly issued in accordance with the GP LLC Agreement, and are fully paid and non-assessable (except as such non-assessability may be limited by Section 18-607 of the Delaware LLC Act); and such persons and entities own such membership interests free and clear of all Liens.
(iib) The General Partner is the sole general partner of the Partnership with a 0.1% general partner interest in the Partnership; such general partner interest has been duly authorized and validly issued in accordance with the Partnership Agreement, and is fully paid; and the General Partner owns such general partner interest free and clear of all Liens; the General Partner owns no assets assets, and has no business business, other than with respect to, to its 0.1% general partner interest in the Partnership.
(iiic) At the Closing TimeDate, after giving effect to the transactions contemplated hereby and the offering contemplated hereby (including the redemption of a portion of the Units issued in exchange for the contribution of property to the Partnership) (assuming the option to purchase Option Units Securities is not exercised), the persons listed on Schedule 2 I (the "EXISTING UNITHOLDERSExisting Unitholders") will own 13,292,683 [ ] Units, representing collectively a 72.6[ ]% limited partner interest in the Partnership (the "EXISTING UNITHOLDER RETAINED UNITSExisting Unitholder Units"). At the Closing Time, all of the issued and outstanding Existing Unitholder Retained Units, and the limited partner interests represented thereby, will be duly authorized and validly issued in accordance with the Partnership Agreement, and will be fully paid (to the extent required under the Partnership Agreement) and non-assessable (except as such non-assessability may be affected by (a) the matters described in the Offering Memorandum under the captions "The Partnership Agreement--Limited Liability," "Risk Factors--Risks Related to this Offering and Our Limited Partnership Structure--Your liability may not be limited if a court finds that unitholder action constitutes control of our business" and "Risk Factors--Risks Related to this Offering and Our Limited Partnership Structure-- Unitholders may have liability to repay distributions that were wrongfully distributed to them" and (b) Sections 17-303 and Section 17-607 of the Delaware LP Act).
(ivd) The Units to be issued and sold by the Partnership hereunder, and the limited partner interests represented thereby, will be duly authorized in accordance with the Partnership Agreement and, when issued and delivered to the purchaser thereof 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 non-assessable (except as such non-assessability may be affected by (a) the matters described in the Offering Memorandum under the captions "The Partnership Agreement--Limited Liability," "Risk Factors--Risks Related to this Offering and Our Limited Partnership Structure--Your liability may not be limited if a court finds that unitholder action constitutes control of our business" and "Risk Factors--Risks Related to this Offering and Our Limited Partnership Structure--Unitholders may have liability to repay distributions that were wrongfully distributed to them" and (b) Sections 17-303 and Section 17-607 of the Delaware LP Act).
Appears in 1 contract
Entity Ownership. (i) At the Closing Time, after giving effect to the transactions contemplated hereby Moriah Properties, Ltd., DAB Resources, Ltd., Brothers Production Properties, Ltd., Brothers Production Company, Inc., Brothers Operating Company, Inc., J&W McGraw Properties, Ltd., MBN Properties LP, Ltd. and H2K Holdings, Ltd. will own 100% of the issued and outstanding membership interests in the General Partner; such membership interests have been duly authorized and validly issued in accordance with the Amended and Restated Limited Liability Company Agreement of the General Partner (as amended as of the date hereof, the “GP LLC Agreement”), and are fully paid and non-assessable (except as such non-assessability may be limited by Section Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act (the “Delaware LLC Act”)); and such persons and entities own such membership interests free and clear of all Liens.
(ii) The General Partner is the sole general partner of the Partnership with a 0.1an approximate 0.04% general partner interest in the Partnership; such general partner interest has been duly authorized and validly issued in accordance with the Amended and Restated Limited Partnership Agreement of the Partnership (as amended as of the date hereof, the “Partnership Agreement, ”) and is fully paid; and the General Partner owns such general partner interest free and clear of all Liens; the General Partner owns no assets assets, and has no business business, other than with respect to, to its 0.1% general partner interest in the Partnership.
(iii) At As of the Closing Time, after giving effect date hereof and immediately prior to the transactions contemplated hereby and the offering contemplated hereby (including the redemption of a portion issuance of the Units issued in exchange for the contribution of property Securities pursuant to the Partnership) (assuming the option to purchase Option Units is not exercised)this Agreement, the persons listed on Schedule 2 (the "EXISTING UNITHOLDERS") will own 13,292,683 Units, representing collectively a 72.6% issued and outstanding limited partner interest in interests of the Partnership (the "EXISTING UNITHOLDER RETAINED UNITS")consists of 48,099,419 Units. At the Closing Time, all All of the issued and outstanding Existing Unitholder Retained Units, and the limited partner interests represented thereby, will be have been duly authorized and validly issued in accordance with the Partnership Agreement, and will be are fully paid (to the extent required under by the Partnership Agreement) and non-assessable (except as such non-assessability may be affected by (a) the matters described in the Offering Memorandum under the captions "The Partnership Agreement--Limited Liability," "Risk Factors--Risks Related to this Offering and Our Limited Partnership Structure--Your liability may not be limited if a court finds that unitholder action constitutes control of our business" and "Risk Factors--Risks Related to this Offering and Our Limited Partnership Structure-- Unitholders may have liability to repay distributions that were wrongfully distributed to them" and (b) Sections 17-303 303, 17-607 and 17-607 804 of the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”)).
(iv) The Units Securities to be issued and sold by the Partnership hereunder, and the limited partner interests represented thereby, will be duly authorized in accordance with the Partnership Agreement and, when issued and delivered to the purchaser thereof Underwriters against payment therefor in accordance with the terms of this Agreement, will be validly issued, fully paid (to the extent required under by the Partnership Agreement) and non-assessable (except as such non-assessability may be affected by (a) the matters described in the Offering Memorandum under the captions "The Partnership Agreement--Limited Liability," "Risk Factors--Risks Related to this Offering and Our Limited Partnership Structure--Your liability may not be limited if a court finds that unitholder action constitutes control of our business" and "Risk Factors--Risks Related to this Offering and Our Limited Partnership Structure--Unitholders may have liability to repay distributions that were wrongfully distributed to them" and (b) Sections 17-303 303, 17-607 and 17-607 804 of the Delaware LP Act).
Appears in 1 contract
Entity Ownership. (i) At the Closing Time, after giving effect to the transactions contemplated hereby Moriah Properties, Ltd., DAB Resources, Ltd., Brothers Production Properties, Ltd., Brothers Production Company, Inc., Brothers Operating Company, Inc., J&W McGraw Properties, Ltd., MBN Properties LP, Ltd. and H2K Holdings, Ltd. will own 100% of the issued and outstanding membership interests in the General Partner; such membership interests have been duly authorized and validly issued in accordance with the Amended and Restated Limited Liability Company Agreement of the General Partner (as amended as of the date hereof, the “GP LLC Agreement”), and are fully paid and non-assessable (except as such non-assessability may be limited by Section Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act (the “Delaware LLC Act”)); and such persons and entities own such membership interests free and clear of all Liens.
(ii) The General Partner is the sole general partner of the Partnership with a 0.1an approximate 0.03% general partner interest in the Partnership; such general partner interest has been duly authorized and validly issued in accordance with the Amended and Restated Limited Partnership Agreement of the Partnership(as amended as of the date hereof, the “Partnership Agreement, ”) and is fully paid; and the General Partner owns such general partner interest free and clear of all Liens; the General Partner owns no assets assets, and has no business business, other than with respect to, to its 0.1% general partner interest in the Partnership.
(iii) At As of the Closing Time, after giving effect date hereof and immediately prior to the transactions contemplated hereby and the offering contemplated hereby (including the redemption of a portion issuance of the Units issued in exchange for the contribution of property Securities pursuant to the Partnership) (assuming the option to purchase Option Units is not exercised)this Agreement, the persons listed on Schedule 2 (the "EXISTING UNITHOLDERS") will own 13,292,683 Units, representing collectively a 72.6% issued and outstanding limited partner interest in interests of the Partnership consists of (the "EXISTING UNITHOLDER RETAINED UNITS")i) 57,566,206 Units. At the Closing Time, all All of the issued and outstanding Existing Unitholder Retained Units, and the limited partner interests represented thereby, will be have been duly authorized and validly issued in accordance with the Partnership Agreement, and will be are fully paid (to the extent required under by the Partnership Agreement) and non-assessable (except as such non-assessability may be affected by (a) the matters described in the Offering Memorandum under the captions "The Partnership Agreement--Limited Liability," "Risk Factors--Risks Related to this Offering and Our Limited Partnership Structure--Your liability may not be limited if a court finds that unitholder action constitutes control of our business" and "Risk Factors--Risks Related to this Offering and Our Limited Partnership Structure-- Unitholders may have liability to repay distributions that were wrongfully distributed to them" and (b) Sections 17-303 303, 17-607 and 17-607 804 of the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”)).
(iv) The Units Securities to be issued and sold by the Partnership hereunder, and the limited partner interests represented thereby, will be duly authorized in accordance with the Amended and Restated Partnership Agreement and, when issued and delivered to the purchaser thereof Underwriters against payment therefor in accordance with the terms of this Agreement, will be validly issued, fully paid (to the extent required under by the Amended and Restated Partnership Agreement) and non-assessable (except as such non-assessability may be affected by (a) the matters described in the Offering Memorandum under the captions "The Partnership Agreement--Limited Liability," "Risk Factors--Risks Related to this Offering and Our Limited Partnership Structure--Your liability may not be limited if a court finds that unitholder action constitutes control of our business" and "Risk Factors--Risks Related to this Offering and Our Limited Partnership Structure--Unitholders may have liability to repay distributions that were wrongfully distributed to them" and (b) Sections 17-303 303, 17-607 and 17-607 804 of the Delaware LP Act).
Appears in 1 contract
Entity Ownership. (i) At the Closing Time, after giving effect to the transactions contemplated hereby Moriah Properties, Ltd., DAB Resources, Ltd., Brothers Production Properties, Ltd., Brothers Production Company, Inc., Brothers Operating Company, Inc., J&W McGraw Properties, Ltd., MBN Properties LP, Ltd. and H2K Holdings, Ltd. will own 100% of the issued and outstanding membership interests in the General Partner; such membership interests have been duly authorized and validly issued in accordance with the Amended and Restated Limited Liability Company Agreement of the General Partner (as amended as of the date hereof, the “GP LLC Agreement”), and are fully paid and non-assessable (except as such non-assessability may be limited by Section Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act (the “Delaware LLC Act”)); and such persons and entities own such membership interests free and clear of all liens, encumbrances, security interests, charges or claims (“Liens”).
(ii) The General Partner is the sole general partner of the Partnership with a 0.1an approximate 0.03% general partner interest in the Partnership; such general partner interest has been duly authorized and validly issued in accordance with the Amended and Restated Limited Partnership Agreement of the Partnership (as amended as of the date hereof, the “Partnership Agreement, ”) and is fully paid; and the General Partner owns such general partner interest free and clear of all Liens; , the General Partner owns no assets assets, and has no business other than with respect to, to its 0.1% general partner interest in the Partnership.
(iii) At the Closing Time, after giving effect to the transactions contemplated hereby and the offering contemplated hereby (including the redemption of a portion As of the Units issued in exchange for the contribution of property to the Partnership) (assuming the option to purchase Option Units is not exercised)date hereof, the persons listed on Schedule 2 (the "EXISTING UNITHOLDERS") will own 13,292,683 Units, representing collectively a 72.6% limited partner interest in the Partnership (the "EXISTING UNITHOLDER RETAINED UNITS"). At the Closing Time, all of the issued and outstanding Existing Unitholder Retained Units was 57,423,819 Units, and the limited partner interests represented thereby, will be all of such Units have been duly authorized and validly issued in accordance with the Partnership Agreement, Agreement and will be are fully paid (to the extent required under by the Partnership Agreement) and non-assessable (except as such non-assessability may be affected by (a) the matters described in the Offering Memorandum under the captions "The Partnership Agreement--Limited Liability," "Risk Factors--Risks Related to this Offering and Our Limited Partnership Structure--Your liability may not be limited if a court finds that unitholder action constitutes control of our business" and "Risk Factors--Risks Related to this Offering and Our Limited Partnership Structure-- Unitholders may have liability to repay distributions that were wrongfully distributed to them" and (b) Sections 17-303 303, 17-607 and 17-607 804 of the Delaware LP Act).
(iv) The Units to be issued and sold by the Partnership hereunder, and the limited partner interests represented thereby, will be duly authorized in accordance with the Partnership Agreement and, when issued and delivered to the purchaser thereof 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 non-assessable (except as such non-assessability may be affected by (a) the matters described in the Offering Memorandum under the captions "The Partnership Agreement--Limited Liability," "Risk Factors--Risks Related to this Offering and Our Revised Uniform Limited Partnership Structure--Your liability may not be limited if a court finds that unitholder action constitutes control of our business" and "Risk Factors--Risks Related to this Offering and Our Limited Partnership Structure--Unitholders may have liability to repay distributions that were wrongfully distributed to them" and Act (b) Sections 17-303 and 17-607 of the “Delaware LP Act”)).
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Entity Ownership. (i) At the Closing Time, after giving effect to the transactions contemplated hereby Moriah Properties, Ltd., DAB Resources, Ltd., Brothers Production Properties, Ltd., Brothers Production Company, Inc., Brothers Operating Company, Inc., J&W McGraw Properties, Ltd., MBN Properties LP, Ltd. and H2K Holdings, Ltd. will own 100% of the issued and outstanding membership interests in the General Partner; such membership interests have been duly authorized and validly issued in accordance with the Amended and Restated Limited Liability Company Agreement of the General Partner (as amended as of the date hereof, the “GP LLC Agreement”), and are fully paid and non-assessable (except as such non-assessability may be limited by Section Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act (the “Delaware LLC Act”)); and such persons and entities own such membership interests free and clear of all liens, encumbrances, security interests, charges or claims (“Liens”).
(ii) The General Partner is the sole general partner of the Partnership with a 0.1an approximate 0.03% general partner interest in the Partnership; such general partner interest has been duly authorized and validly issued in accordance with the Second Amended and Restated Limited Partnership Agreement of the Partnership (as amended as of the date hereof, the “Partnership Agreement, ”) and is fully paid; and the General Partner owns such general partner interest free and clear of all Liens; , the General Partner owns no assets assets, and has no business other than with respect to, to its 0.1% general partner interest in the Partnership.
(iii) At the Closing Time, after giving effect to the transactions contemplated hereby and the offering contemplated hereby (including the redemption of a portion As of the Units issued in exchange for the contribution of property to the Partnership) (assuming the option to purchase Option Units is not exercised)date hereof, the persons listed on Schedule 2 (the "EXISTING UNITHOLDERS") will own 13,292,683 Units, representing collectively a 72.6% limited partner interest in the Partnership (the "EXISTING UNITHOLDER RETAINED UNITS"). At the Closing Time, all of the issued and outstanding Existing Unitholder Retained Units, and the limited partner interests represented therebyof the Partnership consist of 57,564,767 Units and 2,000,000 8% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (the “Series A Units”), will be and all of such Units and Series A Units have been duly authorized and validly issued in accordance with the Partnership Agreement, Agreement and will be are fully paid (to the extent required under by the Partnership Agreement) and non-assessable (except as such non-assessability may be affected by (a) the matters described in the Offering Memorandum under the captions "The Partnership Agreement--Limited Liability," "Risk Factors--Risks Related to this Offering and Our Limited Partnership Structure--Your liability may not be limited if a court finds that unitholder action constitutes control of our business" and "Risk Factors--Risks Related to this Offering and Our Limited Partnership Structure-- Unitholders may have liability to repay distributions that were wrongfully distributed to them" and (b) Sections 17-303 303, 17-607 and 17-607 804 of the Delaware LP Act).
(iv) The Units to be issued and sold by the Partnership hereunder, and the limited partner interests represented thereby, will be duly authorized in accordance with the Partnership Agreement and, when issued and delivered to the purchaser thereof 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 non-assessable (except as such non-assessability may be affected by (a) the matters described in the Offering Memorandum under the captions "The Partnership Agreement--Limited Liability," "Risk Factors--Risks Related to this Offering and Our Revised Uniform Limited Partnership Structure--Your liability may not be limited if a court finds that unitholder action constitutes control of our business" and "Risk Factors--Risks Related to this Offering and Our Limited Partnership Structure--Unitholders may have liability to repay distributions that were wrongfully distributed to them" and Act (b) Sections 17-303 and 17-607 of the “Delaware LP Act”)).
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Entity Ownership. (i) At the Closing Time, after giving effect to the transactions contemplated hereby Moriah Properties, Ltd., DAB Resources, Ltd., Brothers Production Properties, Ltd., Brothers Production Company, Inc., Brothers Operating Company, Inc., J&W McGraw Properties, Ltd., MBN Properties LP, SHP Capital LP and H2K Holdings, Ltd. will own 100% of the issued and outstanding membership interests in the General Partner; such membership interests have been duly authorized and validly issued in accordance with the Amended and Restated Limited Liability Company Agreement of GP LLC (as amended as of the date hereof, the “GP LLC Agreement”), and are fully paid and non-assessable (except as such non-assessability may be limited by Section Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act (the “Delaware LLC Act”)); and such persons and entities own such membership interests free and clear of all Liens.
(ii) The General Partner is the sole general partner of the Partnership with a 0.1an approximate 0.04% general partner interest in the Partnership; such general partner interest has been duly authorized and validly issued in accordance with the Amended and Restated Limited Partnership Agreement of the Partnership (as amended as of the date hereof, the “Partnership Agreement, ”) and is fully paid; and the General Partner owns such general partner interest free and clear of all Liens; the General Partner owns no assets assets, and has no business business, other than with respect to, to its 0.1% general partner interest in the Partnership.
(iii) At As of the Closing Time, after giving effect date hereof and immediately prior to the transactions contemplated hereby and the offering contemplated hereby (including the redemption of a portion issuance of the Units issued in exchange for the contribution of property pursuant to the Partnership) (assuming the option to purchase Option Units is not exercised)this Agreement, the persons listed on Schedule 2 (the "EXISTING UNITHOLDERS") will own 13,292,683 Units, representing collectively a 72.6% issued and outstanding limited partner interest in interests of the Partnership (the "EXISTING UNITHOLDER RETAINED UNITS")consists of 43,664,744 Units. At the Closing Time, all All of the issued and outstanding Existing Unitholder Retained Units, and the limited partner interests represented thereby, will be have been duly authorized and validly issued in accordance with the Partnership Agreement, and will be are fully paid (to the extent required under by the Partnership Agreement) and non-assessable (except as such non-assessability may be affected by (a) the matters described in the Offering Memorandum under the captions "The Partnership Agreement--Limited Liability," "Risk Factors--Risks Related to this Offering and Our Limited Partnership Structure--Your liability may not be limited if a court finds that unitholder action constitutes control of our business" and "Risk Factors--Risks Related to this Offering and Our Limited Partnership Structure-- Unitholders may have liability to repay distributions that were wrongfully distributed to them" and (b) Sections 17-303 303, 17-607 and 17-607 804 of the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”)).
(iv) The Units to be issued and sold by the Partnership hereunder, and the limited partner interests represented thereby, hereunder will be duly authorized in accordance with the Partnership Agreement and, when issued and delivered to the purchaser thereof KCA against payment therefor in accordance with the terms of this Agreement, will be validly issued, fully paid (to the extent required under by the Partnership Agreement) and non-assessable (except as such non-assessability may be affected by (a) the matters described in the Offering Memorandum under the captions "The Partnership Agreement--Limited Liability," "Risk Factors--Risks Related to this Offering and Our Limited Partnership Structure--Your liability may not be limited if a court finds that unitholder action constitutes control of our business" and "Risk Factors--Risks Related to this Offering and Our Limited Partnership Structure--Unitholders may have liability to repay distributions that were wrongfully distributed to them" and (b) Sections 17-303 303, 17-607 and 17-607 804 of the Delaware LP Act).
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