Formation; Due Authorization Sample Clauses
Formation; Due Authorization. HPP has delivered to Holdings a true and complete copy of the certificate of formation and the HPP LLC Agreement, each as in effect on the date hereof. HPP is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware. HPP has all requisite power and authority to execute and deliver this Agreement and to consummate the Mergers. All HPP Common Units have been duly authorized and validly issued, are fully paid and non-assessable and are not subject to any pre-emptive rights.
Formation; Due Authorization. TPP has delivered to Holdings a true and complete copy of the certificate of formation and the TPP LLC Agreement, each as in effect on the date hereof. TTP is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware. TPP has all requisite power and authority to execute and deliver this Agreement and to consummate the Mergers. All Series G Units and TPP Common Units have been duly authorized and validly issued, are fully paid and non-assessable and are not subject to any pre-emptive rights.
Formation; Due Authorization. Holdings has delivered to each of TTP and HPP a true and complete copy of the certificate of formation and the LLC Agreement, each as in effect on the date hereof. Holdings is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware. Holdings has all requisite power and authority to execute and deliver this Agreement and to consummate the Mergers. The Holdings Common Units to be issued in connection with the Mergers will be duly authorized by all necessary limited liability company action on the part of Holdings and, when issued, will be validly issued, fully paid and non-assessable and not subject to any pre-emptive rights.