Consideration Units Clause Samples

Consideration Units. (a) The Partnership has taken all limited partnership action necessary to authorize the issuance and delivery to Acacia of the Consideration Units as contemplated by this Agreement and of the Common Units issuable upon conversion of such Consideration Units. (b) When issued in accordance with the provisions of this Agreement, the Consideration Units, and the Common Units issuable upon conversion of such Consideration Units, will be validly issued in accordance with the Partnership Agreement and the DRULPA, fully paid (to the extent required by the Partnership Agreement), nonassessable (except as such non-assessability may be affected by Sections 17-303, 17-607 and 17-804 of the DRULPA) and free and clear of all Liens (except for restrictions on transfer imposed under the Partnership Agreement or by applicable federal or state securities laws). (c) The Partnership Agreement Amendment has been duly and validly authorized and approved by the General Partner, and no other limited partnership or limited liability company proceedings on the part of the General Partner or the Partnership are necessary to authorize and approve the Partnership Agreement Amendment.

Consideration Units. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser shall issue to Seller free and clear of all Encumbrances, and Seller shall purchase and accept, the Consideration Units, together with all rights attaching to the underlying Units pursuant to the terms of the Operating Agreement and Seller shall become a party to the Operating Agreement with the capital account set forth in Exhibit A to such Operating Agreement.

Consideration Units. As of the date hereof and immediately prior to the Closing, WGR is the beneficial owner of the Consideration Units, which are held by WGR free and clear of all Liens except for restrictions on transfer provided for in the Existing Partnership Agreement and pursuant to applicable securities Laws.