Representation of the Partnership. The Partnership hereby represents and warrants to the General Partner and Tesoro that the Common Units and the General Partner Units of the Partnership issued to the General Partner pursuant to Section 2.2(b) have been duly authorized 80950117 for issuance and sale to the General Partner and, when issued and delivered by the Partnership pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-607 and 17-804 of the Delaware Limited Partnership Act).
Representation of the Partnership. The Partnership hereby represents and warrants to the General Partner and Tesoro that, as of the Execution Date, the First Closing Date and the Second Closing Date, the Common Units and the General Partner Units of the Partnership issued to the General Partner pursuant to Sections 2.2 and 2.5 have been duly authorized for issuance and sale to the General Partner and, when issued and delivered by the Partnership pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-607 and 17-804 of the Delaware Limited Partnership Act).
Representation of the Partnership. The Partnership hereby represents and warrants to Xxxxxx Xxxxx and the General Partner that the Common Units and the General Partner Units of the Partnership issued to Xxxxxx Xxxxx and the General Partner, as applicable, pursuant to Sections 2.1(b) and 2.3(b) have been duly authorized for issuance and sale to the General Partner and, when issued and delivered by the Partnership pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid (to the extent required under the Partnership Agreement). The Common Units of the Partnership issued to Xxxxxx Xxxxx and the General Partner will be nonassessable (except as such nonassessability may be affected by matters described in Sections 17-607 and 17-804 of the Delaware Limited Partnership Act).
Representation of the Partnership. The Partnership hereby represents and warrants to the Andeavor Parties that the Common Units of the Partnership issued to WRS pursuant to Section 1.1(b)(ii) have been duly authorized for issuance and sale to WRS and, when issued and delivered by the Partnership to WRS pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-607 and 17-804 of the Delaware Limited Partnership Act).
Representation of the Partnership. The Partnership hereby acknowledges that the status of the Escrow Agent with respect to the offering of the Interests is that of agent only for the limited purposes herein set forth, and hereby agrees it will not represent or imply that Escrow Agent, by serving as Escrow Agent hereunder or otherwise, has investigated the desirability or advisability of an investment in the Interests, or has approved, endorsed or passed upon the merits of the Interests or the Offering, nor shall the Partnership use the name of Escrow Agent in any manner whatsoever in connection with the offer or sale of the Interests, other than by acknowledgment that it has agreed to serve as Escrow Agent for the limited purposes herein set forth.
