Limited Partner Interests. The Partnership is the sole limited partner of each of the Operating Partnerships, with a limited partner interest in each of the Operating Partnerships of 99% (other than BPH, in which the Partnership holds a limited partner interest of approximately 99.5%); such limited partner interests are the only limited partner interests of the Operating Partnerships that are issued and outstanding; and such limited partner interests have been duly authorized and validly issued pursuant to the respective entity’s agreement of limited partnership, as amended and restated to the date hereof, are fully paid and nonassessable (except to the extent such nonassessability may be affected by Section 17-607 of the DRULPA) and are owned by the Partnership free and clear of any Liens.
Limited Partner Interests. The limited partners of the Partnership hold common units representing limited partner interests in the Partnership (“LP Units”) aggregating a 100% limited partner interest in the Partnership, represented by (as of the date hereof) 146,677,459 LP Units; such LP Units are the only limited partner interests of the Partnership that are issued and outstanding; all of such LP Units have been duly authorized and validly issued pursuant to the agreement of limited partnership of the Partnership, as amended and restated to the date hereof (the “Partnership Agreement”), and are fully paid and nonassessable (except to the extent such nonassessability may be affected by Section 17-607 of the DRULPA).
Limited Partner Interests. The Class A common units of limited partner interest in the Operating Partnership (“OP Units”), Class B common units of limited partner interest in the Operating Partnership (“SP Units”), long-term incentive plan units in the Operating Partnership (“LTIP Units”), Class X common units of limited partner or limited liability company interest in subsidiaries of the Operating Partnership (each such partnership, a “DownREIT Partnership” and such units, “DownREIT OP Units”) and Class B common units of limited partner or limited liability company interest in a DownREIT Partnership (“DownREIT SP Units”, and together with OP Units, SP Units, LTIP Units and DownREIT OP Units, collectively, “Units”) conform in all material respects to the descriptions thereof contained in or incorporated by reference into the Registration Statement, the Time of Sale Prospectus and the Prospectus. All of the issued and outstanding Units have been duly authorized and validly issued and have been issued in compliance with all federal and state securities laws. None of the outstanding Units was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Operating Partnership or any DownREIT Partnership. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any Units or other ownership interests of the Operating Partnership or any DownREIT Partnership, other than those described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus. The OP Units to be issued to the Company by the Operating Partnership in connection with the Company’s issuance of the Shares have been duly authorized for issuance by the Operating Partnership to the Company and, on the applicable Settlement Date, will be validly issued and fully paid. All OP Units to be issued in connection with the Company’s issuance of the Shares will be issued pursuant to an exemption from registration or qualification under the Securities Act and applicable state securities laws. The outstanding Units of the Operating Partnership are as set forth in the table appearing under the note to the Company’s financial statements titled “Noncontrolling Interests” appearing in the most recent Annual Report on Form 10-K or, if more recent, the most recent Quarterly Report on Form 10-Q (inc...
Limited Partner Interests. The limited partners of the Partnership hold units in the Partnership aggregating an approximate 99% limited partner interest in the Partnership, represented as of October 1, 2004, by 26,302,860 publicly-traded units (representing an approximate 92.5% limited partner interest) and 2,395,886 units (representing an approximate 6.6% limited partner interest) owned by Services Company (the “Service Company LP Units”) and 80,000 units (representing an approximate 0.22% limited partner interest) owned by Glenmoor (the “Glenmoor LP Units”); such units are the only limited partner interests of the Partnership that are issued and outstanding; all of such limited partner interests of the Partnership have been duly authorized and validly issued pursuant to the agreement of limited partnership of the Partnership, as amended and restated to the date hereof (the “Partnership Agreement”) and are fully paid and nonassessable (except to the extent such nonassessability may be affected by Section 17-607 of the DRULPA); and the Services Company LP Units are owned free and clear of any Liens, except for the pledge of such units in connection with the ESOP Notes and the Glenmoor LP Units are owned free and clear of any Liens, except for the pledge of such units in connection with the BPLA Loan.
Limited Partner Interests. Buckeye Gulf Coast Holdings II, LLC, a Delaware limited liability company (“BGC II”), is the sole limited partner of BGC, with a limited partner interest in BGC of 99%; BGC II is the sole limited partner of Gulf Coast LP, with a limited partner interest in Gulf Coast LP of 99%; Gulf Coast LP is a limited partner of GCP, with a limited partner interest in GCP of 62.34%; such limited partner interests of BGC and Gulf Coast LP are the only limited partner interests of BGC and Gulf Coast LP that are issued and outstanding; and such limited partner interests of BGC, Gulf Coast LP and GCP held by affiliates of the Partnership have been duly authorized and validly issued pursuant to the respective entity’s agreement of limited partnership, as amended and restated to the date hereof, are fully paid and nonassessable (except to the extent such nonassessability may be affected by Section 17-607 of the DRULPA), and are owned by BGC II or Gulf Coast LP, as the case may be, free and clear of any Liens.
Limited Partner Interests. The limited partners of the Partnership hold Common Units in the Partnership aggregating an approximate 98.6% limited partner interest in the Partnership (the “LP Interest”), represented by (as of June 22, 2009 and excluding the Units) (i) 14,913,555 publicly traded Common Units (representing an approximate 41.0% limited partner interest), (ii) 9,995,801 Common Units (representing an approximate 27.5% limited partner interest) owned by Encore Partners LP Holdings LLC, a Delaware limited liability company (“LP Holdings”) and (iii) 10,928,254 Common Units (representing an approximate 30.1% limited partner interest) owned by Encore Operating; such Common Units are the only limited partner interests of the Partnership that are issued and outstanding; all of such Common Units have been duly authorized and validly issued pursuant to the Partnership Agreement, and are fully paid and nonassessable (except to the extent such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act); LP Holdings and Encore Operating own such limited partner interests free and clear of all Liens, other than Liens described in the Pricing Disclosure Package and Liens created by or arising under the Partnership Agreement or the Delaware LP Act.
Limited Partner Interests. Nothing contained herein shall restrict Xxxxxxxx and Seller from selling, assigning or transferring any of their respective limited partner interests in any of the Controlled Partnerships in accordance with the provisions of the partnership agreements for such Controlled Partnerships.
Limited Partner Interests. From and after the Effective Date, the Partners shall have the Limited Partner Interests set forth in Exhibit A.
Limited Partner Interests. The limited partners of the Partnership hold Units in the Partnership aggregating an approximate 99% limited partner interest in the Partnership, represented as of February 27, 2007 and excluding the Offered Units, by (i) 37,119,006 publicly-traded Units (representing an approximate 93.5% limited partner interest), (ii) 2,273,440 Units (representing an approximate 5.7% limited partner interest) owned by Services Company (the “Service Company LP Units”), and
Limited Partner Interests. Seller and Buyer together hold all of the Class A Interests of the Company and the Class B Partner holds all of the Class B Interests of the Company. Upon execution and delivery of the Partnership Agreement, Seller shall transfer all of the Class A Interests held by it and the Class B Partner shall transfer all of the Class B Interests in the Company to LC New Roc LP, all of which shall be converted to New Class A Interests or New Class B Interests in accordance with the terms of the Partnership Agreement.