MPLX GP Membership Interests Sample Clauses

MPLX GP Membership Interests. (a) MPLX understands that the MPLX GP Membership Interests to be contributed pursuant to this Agreement have not been registered under the 1933 Act, or under any applicable state securities laws, and MPLX GP has no obligation to register the MPLX GP Membership Interests under the 1933 Act or to register or qualify the offer or sale of the MPLX GP Membership Interests 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 further acknowledges that the MPLX GP Membership Interests 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 further agrees that it will not sell, assign, or transfer any MPLX GP Membership Interests unless such MPLX GP Membership Interests 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. MPLX understands that there is not, nor is there likely to be, a public market for the MPLX GP Membership Interests and represents that it can afford to hold such MPLX GP Membership Interests for an indefinite period of time.

MPLX GP Membership Interests. As of the Closing, MPLX GP will own the MPLX GP Membership Interests free and clear of all Liens. As of the Closing, the MPLX GP Membership Interests will be validly issued, fully paid, and non-assessable.

MPLX GP Membership Interests. Assuming the accuracy of the representations and warranties of MPCI set forth in Section 5.1(a) as of the Closing, MPLX GP will own the MPLX GP Membership Interests free and clear of all Liens except as provided or created by the Organizational Documents of Refining Holdco or Fuels LLC, as applicable and except as provided or created by the limited liability company agreement or other Organizational Documents of Refining Holdco or Fuels LLC, the 1933 Act or applicable state securities laws, free and clear of any restrictions on transfer, Taxes, or claims. As of the Closing, the MPLX GP Membership Interests will be validly issued, fully paid, and non-assessable (except as such non-assessability may be affected by Sections 17‑303, 17-607 or 17-804 of the Delaware Revised Uniform Limited Partnership Act, as amended).