GP Units Sample Clauses

GP Units. (a) The Partnership Interests of the Partnership shall be issued in unit increments (each, a “GP Unit”). The number of GP Units held by each Partner is set forth opposite such Partner’s name on Schedule 1 in the column titled “GP Units”. (b) The GP Units shall be evidenced by GP Unit certificates. The form of certificate evidencing ownership of GP Units is attached as Annex 1. The Partnership may issue no more than one certificate representing any of the same GP Units to each Partner. The GP Unit certificates shall be consecutively numbered (or otherwise identified), exhibit the holder’s name and number of GP Units, and signed by at least two MC Members. The name of each Person to whom the GP Unit certificates are issued, its Capital Contributions and the respective dates of issue shall be entered in the certificate register of the Partnership. The Management Committee may determine the conditions upon which a new certificate may be issued in place of a certificate which is alleged to have been lost, stolen or destroyed and may require the owner of such certificate or its legal representative to give a bond, with sufficient surety, to indemnify the Partnership and the other Partners against any and all Claims that may arise by reason of the issuance of a new certificate in the place of the one so lost, stolen or destroyed. (c) The Partnership shall be entitled to recognize the exclusive right of a Person registered on its books as the owner of its GP Units and shall not be bound to recognize any equitable or other claim to or interest in such GP Units on the part of any Person other than such registered owner, whether or not it shall have express or other notice thereof, except as otherwise provided by Law.

GP Units. (a) MPLX GP understands that the GP Units to be issued to it pursuant to this Agreement have not been registered under the 1933 Act, or under any applicable state securities laws, and neither MPLX nor any of its Affiliates has any obligation to register the GP Units under the 1933 Act or to register or qualify the offer or sale of the GP Units with any state on the basis that the offering is exempt from registration under the 1933 Act and the rules and regulations promulgated thereunder. MPLX GP further acknowledges that the GP Units cannot be sold, assigned, or otherwise transferred unless subsequently registered under the 1933 Act and under applicable state securities laws or if an exemption from registration or qualification is then available. As such, MPLX GP further agrees that it will not sell, assign, or transfer any GP Units unless such GP Units are registered under the 1933 Act and qualified under applicable state securities laws or if an exemption from such registration or qualification is then available in the reasonable opinion of counsel to MPLX GP. MPLX GP understands that there is not, nor is there likely to be, a public market for the GP Units and represents that it can afford to hold such GP Units for an indefinite period of time. (b) MPLX GP is acquiring the GP Units as contemplated herein for its own account and for its purposes only, with no intention of assigning any participation or interest therein, and not with a view to, or in connection with, making a distribution thereof in violation of federal or state securities laws.

GP Units. (a) MPLX GP understands that the MPLX GP Issued Units to be issued to it pursuant to this Agreement will not, when so issued, be registered under the 1933 Act, or under any applicable state securities laws, and neither MPLX nor any of its Affiliates has any obligation to register any of the MPLX GP Issued Units under the 1933 Act or to register or qualify the offer or sale of the GP Units with any state on the basis that the offering is exempt from registration under the 1933 Act and the rules and regulations promulgated thereunder. MPLX GP further acknowledges that the MPLX GP Issued Units cannot be sold, assigned, or otherwise transferred unless subsequently registered under the 1933 Act and under applicable state securities laws or unless an exemption from registration or qualification is then available. As such, MPLX GP further agrees that it will not sell, assign, or transfer any MPLX GP Issued Units unless such MPLX GP Issued Units are registered under the 1933 Act and qualified under applicable state securities laws or unless an exemption from such registration or qualification is then available in the reasonable opinion of counsel to MPLX GP. MPLX GP understands that there may not be a public market for the MPLX GP Issued Units and represents that it can afford to hold such GP Units for an indefinite period of time. (b) MPLX GP is acquiring the MPLX GP Issued Units as contemplated herein for its own account and for its purposes only, with no intention of assigning any participation or interest therein, and not with a view to, or in connection with, making a distribution thereof in violation of federal or state securities laws.

GP Units. The Purchase Price for the GP Units shall be Ten and 00/100th Dollars ($10.00), payable by Arrecefe to Coahuila in cash at Closing (hereinafter defined).