Common use of Contributed Interests Clause in Contracts

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.