Validity of Units. The OP Units, when issued and delivered pursuant to the terms of this Agreement for the consideration described in this Agreement, will be validly issued, free and clear of all Liens created by the Operating Company (other than those arising under the Organizational Documents of the Operating Company, this Agreement, and under applicable securities laws).
Validity of Units. The Partnership Units issuable to holders of ----------------- Corporation Stock upon consummation of the Merger will be duly authorized, validly issued, fully paid, and (except as otherwise provided by the Delaware RULPA) nonassessable at the Effective Time.
Validity of Units. The OP Units and Newhall Land Units, when issued and delivered pursuant to the terms of this Agreement for the consideration described in this Agreement, will be validly issued, free and clear of all Liens created by the Operating Company and Newhall Land, respectively (other than those arising under the Organizational Documents of the Operating Company and Newhall Land, respectively, this Agreement, the Lock-up Agreement and under applicable securities laws).
Validity of Units. The Units to be issued to the Company and the Selling Entities in connection with the Formation Transactions (i) have been duly and validly authorized by the Partnership, and upon issuance, will be validly issued, and (ii) have been and will be issued, offered and sold at or prior to the Closing Date in compliance with all applicable laws (including, without limitation, federal and state securities laws). The portion of the Formation Transactions between the Company, the Partnership and the Selling Entities will be effected in compliance with the partnership agreements of the Selling Partnerships and all applicable laws (including, without limitation, federal and state securities laws and laws regarding partnership fiduciary obligations).
Validity of Units. The Fund hereby represents, warrants and covenants that any Unit issuable as described herein will be duly authorized and validly issued as fully paid and non-assessable.
Validity of Units. The Units issuable upon the due conversion of the Notes and will, when issued in accordance with the terms of such Notes, constitute duly authorized, legally and validly issued Units, fully paid and non-assessable.
Validity of Units. The Units to be issued to the General Partner in connection with the Transactions (i) have been duly and validly authorized by the Partnership, and upon issuance, will be validly issued, and (ii) have been and will be issued, offered and sold at or prior to each Closing Date in compliance with all applicable laws (including, without limitation, federal and state securities laws).
Validity of Units. The Company has authorized the issuance and sale of the Units as described in the PPM. With the exception of applicable federal and state securities filings to be made by the Company, all action required to be taken by the Company as a condition to the Offering and sale of the Units to qualified accredited investors (as such term is defined in Rule 501 under the Securities Act of 1933, as amended (the “Securities Act.”)) has been, or prior to the applicable Closing Date, will have been taken. The Units conform to the description thereof contained in the PPM.
Validity of Units. The Notes, when issued, sold, delivered and paid for in accordance with the terms and conditions of the Prospectus, will be duly and validly issued, fully paid and free of any liens or encumbrances.
Validity of Units. The Units and the securities underlying the Units have been duly and validly authorized by the Company and upon issuance against payment therefor as provided herein, will be validly issued, fully paid and non-assessable, and will conform to the description thereof contained in the Prospectus. The preferences, rights and limitations of the Units and the securities underlying the Units are set forth in the Prospectus under the caption “Description of Capital Stock.” No party has any preemptive rights with respect to any of the Units or the securities underlying the Units or any right of participation or first refusal with respect to the sale of the Units or the securities underlying the Units by the Company. No person or entity holds a right to require or participate in the registration under the 1933 Act of the Units or the securities underlying the Units pursuant to the Registration Statement. Except as set forth in the Prospectus, no person holds a right to require registration under the 1933 Act of any security of the Company at any other time. The form of certificates evidencing the securities underlying the Units comply with all applicable requirements of Florida law.
