Common use of Ownership of the General Partner Clause in Contracts

Ownership of the General Partner. Xxxxxxx Xxxxxx, trusts for the benefit of certain family members of Xxxxxx Xxxxxx and Xxxxxxx Xxxxxx, Xxxxx Holdings LLC, a Delaware limited liability company (“Xxxxx”), and Xxxxx Holdings II LLC, a Delaware limited liability company (“Xxxxx XX”), own all of the membership interests in the General Partner; such membership interests have been duly authorized and validly issued in accordance with the Third Amended and Restated Limited Liability Company Agreement of the General Partner (the “General Partner LLC Agreement”) and are fully paid (to the extent required under the General Partner LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act); and each member of the General Partner owns its membership interest in the General Partner free and clear of all liens, encumbrances, security interests, charges or claims (“Liens”), except restrictions on transferability contained in the General Partner LLC Agreement and the organizational documents of each such member, as applicable.

Appears in 3 contracts

Samples: Underwriting Agreement (Global Partners Lp), Registration Rights Agreement (Global Partners Lp), Purchase Agreement (Global Partners Lp)

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Ownership of the General Partner. Xxxxxxx Xxxxxx, trusts for the benefit of certain family members of Xxxxxx Xxxxxx and Xxxxxxx Xxxxxx, Xxxxx Holdings LLC, a Delaware limited liability company (“Xxxxx”), and Xxxxx Holdings II LLC, a Delaware limited liability company (“Xxxxx XX”), own all of the membership interests in the General Partner; such membership interests have been duly authorized and validly issued in accordance with the Third Amended and Restated Limited Liability Company Agreement of the General Partner (the “General Partner LLC Agreement”) and are fully paid (to the extent required under the General Partner LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act); and each member of the General Partner owns its membership interest in the General Partner free and clear of all liens, encumbrances, security interests, charges or claims (“Liens”), except restrictions on transferability contained in the General Partner LLC Agreement and the organizational documents of each such member, as applicable.

Appears in 2 contracts

Samples: Underwriting Agreement (Global Partners Lp), Underwriting Agreement (Global Partners Lp)

Ownership of the General Partner. Xxxxxx Xxxxxx, Xxxxxxx Xxxxxx, trusts for the benefit of certain of their family members of Xxxxxx Xxxxxx and Xxxxxxx Xxxxxxmembers, Xxxxx Holdings LLC, a Delaware limited liability company (“Xxxxx”), and Xxxxx Holdings II LLC, a Delaware limited liability company (“Xxxxx XX”), own all of the membership interests in the General Partner; such membership interests have been duly authorized and validly issued in accordance with the Third Amended and Restated Limited Liability Company Agreement limited liability company agreement of the General Partner (the “General Partner LLC Agreement”) and are fully paid (to the extent required under the General Partner LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act); and each member of the General Partner owns its membership interest in the General Partner free and clear of all liens, encumbrances, security interests, charges or claims (“Liens”), except restrictions on transferability contained in the General Partner LLC Agreement and the organizational documents of each such member, as applicable.

Appears in 2 contracts

Samples: Underwriting Agreement (Global Partners Lp), Underwriting Agreement (Global Partners Lp)

Ownership of the General Partner. Xxxxxxx Axxxxx Xxxxxx, Rxxxxxx Xxxxxx, trusts for the benefit of certain of their family members of Xxxxxx Xxxxxx and Xxxxxxx Xxxxxxmembers, Xxxxx Lxxxx Holdings LLC, a Delaware limited liability company (“XxxxxLxxxx”), and Xxxxx Lxxxx Holdings II LLC, a Delaware limited liability company (“Xxxxx Lxxxx XX”), own all of the membership interests in the General Partner; such membership interests have been duly authorized and validly issued in accordance with the Third Amended and Restated Limited Liability Company Agreement limited liability company agreement of the General Partner (the “General Partner LLC Agreement”) and are fully paid (to the extent required under the General Partner LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act); and each member of the General Partner owns its membership interest in the General Partner free and clear of all liens, encumbrances, security interests, charges or claims (“Liens”), except restrictions on transferability contained in the General Partner LLC Agreement and the organizational documents of each such member, as applicable.

Appears in 1 contract

Samples: Underwriting Agreement (Global Partners Lp)

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Ownership of the General Partner. As of the date hereof, Xxxxxxx Xxxxxx, trusts for the benefit of certain family members of Xxxxxx Xxxxxx and Xxxxxxx Xxxxxx, Xxxxx Holdings LLC, a Delaware limited liability company (“Xxxxx”), and Xxxxx Holdings II LLC, a Delaware limited liability company (“Xxxxx XX”), own all of the membership interests in the General Partner; such membership interests have been duly authorized and validly issued in accordance with the Third Amended and Restated Limited Liability Company Agreement of the General Partner (the “General Partner LLC Agreement”) and are fully paid (to the extent required under the General Partner LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act); and each member of the General Partner owns its membership interest in the General Partner free and clear of all liens, encumbrances, security interests, charges or claims (“Liens”), except restrictions on transferability contained in the General Partner LLC Agreement and the organizational documents of each such member, as applicable.

Appears in 1 contract

Samples: Equity Distribution Agreement (Global Partners Lp)

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