VALIDITY OF OP UNITS AND REIT SHARES. Any OP Units to be issued pursuant to this Agreement will have been duly authorized by the Operating Partnership and, when issued against the consideration therefor, will be validly issued, fully paid and non-assessable, free and clear of all Liens created by the Operating Partnership (other than any Liens created by the Amended and Restated Agreement of Limited Partnership of the Operating Partnership (the “Operating Partnership Agreement”)). Any REIT Shares to be issued pursuant to this Agreement will have been duly authorized by the REIT and, when issued against the consideration therefor, will be validly issued, fully paid and non-assessable, free and clear of all Liens created by the REIT (other than any Liens created by the charter of the REIT).
Appears in 12 contracts
Samples: Contribution Agreement (Rexford Industrial Realty, Inc.), Contribution Agreement (Rexford Industrial Realty, Inc.), Contribution Agreement (Rexford Industrial Realty, Inc.)
VALIDITY OF OP UNITS AND REIT SHARES. Any The OP Units to be issued pursuant to this Agreement will have been duly authorized by the Operating Partnership and, when issued against the consideration therefor, will be validly issued, fully paid and non-assessableissued by the Operating Partnership, free and clear of all Liens created by the Operating Partnership (other than any Liens created by the Amended and Restated Agreement of Limited Partnership of the Operating Partnership (the “"Operating Partnership Agreement”")). Any The REIT Shares to be issued pursuant to this Agreement will have been duly authorized by the REIT and, when issued against the consideration therefor, will be validly issued, fully paid and non-assessable, assessable and free and clear of all Liens created by the REIT (other than any Liens created by the charter Articles of Amendment and Restatement of the REIT).. Section 3.06
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Douglas Emmett Inc), Agreement and Plan of Merger (Douglas Emmett Inc), Agreement and Plan of Merger (Douglas Emmett Inc)
VALIDITY OF OP UNITS AND REIT SHARES. Any The OP Units to be issued pursuant to this Agreement will have been duly authorized by the Operating Partnership and, when issued against the consideration therefor, will be validly issued, fully paid and non-assessableissued by the Operating Partnership, free and clear of all Liens created by the Operating Partnership (other than any Liens created by the Amended and Restated Agreement of Limited Partnership of the Operating Partnership (the “"Operating Partnership Agreement”")). Any The REIT Shares to be issued pursuant to this Agreement will have been duly authorized by the REIT and, when issued against the consideration therefor, will be validly issued, fully paid and non-assessable, assessable and free and clear of all Liens created by the REIT (other than any Liens created by the charter Articles of Amendment and Restatement of the REIT).
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Douglas Emmett Inc), Agreement and Plan of Merger (Douglas Emmett Inc), Agreement and Plan of Merger (Douglas Emmett Inc)
VALIDITY OF OP UNITS AND REIT SHARES. Any OP Units to be issued pursuant to this Agreement will have been duly authorized by the Operating Partnership and, when issued against the consideration therefor, will be validly issued, fully paid and non-assessable, free and clear of all Liens created by the Operating Partnership (other than any Liens created by the Amended and Restated Agreement of Limited Partnership of the Operating Partnership (the “Operating Partnership Agreement”)). Any REIT Shares to be issued pursuant to this Agreement will have been duly authorized by the REIT and, when issued against the consideration therefor, will be validly issued, fully paid and non-assessable, free and clear of all Liens created by the REIT (other than any Liens created by the charter of the REIT).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Rexford Industrial Realty, Inc.), Agreement and Plan of Merger (Rexford Industrial Realty, Inc.), Agreement and Plan of Merger (Rexford Industrial Realty, Inc.)
