Title to Common Units. Upon the Closing, in accordance with the terms of this Agreement good and marketable title to all of the Common Unit Portion of the Consideration, free and clear of all mortgages, liens, security interests, pledges, charges, encumbrances or claims of any kind will be transferred to and vest in Raven Holdings, and the Common Units included in the Common Unit Portion of the Consideration will be duly authorized in accordance with the SXCP’s partnership agreement and validly issued in accordance with the SXCP’s partnership agreement, fully paid and non-assessable (except as such non-assessability may be limited by Sections 17-303, 17-607 and 17-804 of the Act), and will not have been issued in violation of any preemptive or similar rights or any right of first refusal.
Appears in 2 contracts
Sources: Contribution Agreement, Contribution Agreement (SunCoke Energy Partners, L.P.)