Ownership of the Subsidiaries Clause Samples

Ownership of the Subsidiaries. All of the equity interests in each of the Subsidiaries and Unconsolidated Affiliates are owned as set forth on Exhibit A hereto; all of such equity interests are duly and validly authorized and issued in accordance with the general partnership, limited partnership or limited liability company agreements of each such Subsidiaries and Unconsolidated Affiliates (the “Organizational Agreements”), are fully paid (to the extent required by the Organizational Agreements) and nonassessable (except as such nonassessability may be affected by (i) Sections 18-607 and 18-804 of the Delaware LLC Act, (ii) Sections 17-607 and 17-804 of the Delaware LP Act or (iii) Sections 15-309 and 15-807 of the Delaware Revised Uniform Partnership Act (the “Delaware GP Act”) or, in the case of the general partner interests in SNG and CIG, as set forth in the partnership agreement of SNG and CIG, respectively); and such equity interests are owned as set forth on Exhibit A free and clear of all Liens (except for restrictions on transfer arising under applicable Organizational Agreements or described in the Time of Sale Prospectus, including under the Credit Facility).

Ownership of the Subsidiaries. All of the outstanding shares of capital stock or other equity interests of each Subsidiary (a) have been duly authorized and validly issued (in accordance with the Organizational Documents of such Subsidiary), are fully paid (in the case of an interest in a limited partnership or limited liability company, to the extent required under the Organizational Documents of such Subsidiary) and nonassessable (except (i) in the case of an interest in a Delaware limited partnership or Delaware limited liability company, as such nonassessability may be affected by Sections 17-607 and 17-804 of the Delaware LP Act or Sections 18-607 and 18-804 of the Delaware LLC Act, as applicable, (ii) in the case of an interest in a limited partnership or limited liability company formed under the laws of another domestic state, as such nonassessability may be affected by similar provisions of such state’s limited partnership or limited liability company statute, as applicable, and (iii) in the case of an interest in an entity formed under the laws of a foreign jurisdiction, as such nonassessability may be affected by similar provisions of such jurisdiction’s corporate, partnership or limited liability company statute, if any, as applicable) and (b) are owned, directly or indirectly, by the Partnership, free and clear of all Liens other than Liens arising under the Compressco Credit Facility, the Indenture, and the Organizational Documents of such Subsidiaries. The Partnership or one of its Subsidiaries has the unrestricted right to vote, and (subject to limitations imposed by applicable law) to receive dividends and distributions on, all capital securities of its Subsidiaries as owned by the Partnership or such Subsidiary.

Ownership of the Subsidiaries. Other than (i) ▇▇▇▇▇▇▇ Lime Gathering, of which the Partnership owns indirectly 60% of the outstanding membership interests, (ii) ELG Oil, and ELG Utility, of which the Partnership owns indirectly 60% of the outstanding membership interests, (iii) RIGS Haynesville Partnership Co., a Delaware general partnership (“RIGS HPC”), of which the Partnership indirectly owns 49.99% of the outstanding partnership interests, (iv) Lone Star NGL LLC, a Delaware limited liability company, of which the Partnership owns 30% of the outstanding limited liability company interests, (v) RIGS GP LLC, a Delaware limited liability company, and Regency Intrastate Gas LP, a Delaware limited partnership, which are wholly owned, directly or indirectly, by RIGS HPC, (vi) Midcontinent Express Pipeline LLC, a Delaware limited liability company (“MEP”), of which the Partnership owns, directly or indirectly, 50% of the outstanding limited liability company interests, and (vii) Ranch Westex JV LLC, a Delaware limited liability company, of which the Partnership owns, directly or indirectly, 33.33% of the outstanding limited liability company interests, the Partnership owns 100% of the outstanding partnership interests, limited liability company interests or capital stock, as the case may be, in the Operating Subsidiaries free and clear of all liens, encumbrances, security interests, equities, charges and claims, except for liens created pursuant to the Fifth Amended and Restated Credit Agreement, effective as of March 4, 2010 (as amended), by and among the Operating Partnership, as Borrower, the Partnership and the other guarantors named therein and the lenders party thereto (the “Credit Agreement”). Such ownership interests are duly authorized and validly issued in accordance with the organizational documents of the respective Operating Subsidiaries, and are fully paid (to the extent required under their respective organizational documents) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act (the “Delaware LLC Act”), in the case of a Delaware limited liability company, Sections 17-303, 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”), in the case of a Delaware limited partnership, or Section 21:1328 of the Louisiana Business Corporation Law, in the case of a Louisiana limited liability company). In the case of an Operating Subsidiary that is a limited ...

Ownership of the Subsidiaries. At the Closing Date and the Option Closing Date, after giving effect to the Transactions, the Partnership will, directly or indirectly, own 100% of the limited liability company interests or partnership interests, as the case may be, in EVPP GP LLC, EVWV GP LLC, EVCG GP LLC, EVPP, EVWV, Clinton Properties, ▇▇ ▇▇▇▇▇▇ and LCOC (the "Subsidiaries," together with the Operating Partnership and the Operating Partnership GP, the "Operating Subsidiaries") free and clear of all liens, encumbrances, security interests, equities, charges and other claims, except for liens created pursuant to the Credit Facility. At the Closing Date and the Option Closing Date, such limited liability company interests or partnership interests, as the case may be, will be duly authorized and validly issued in accordance with the limited liability company or limited partnership agreements, as the case may be, of the respective Subsidiaries, and will be fully paid (to the extent required under their respective limited liability company agreement or limited partnership agreement) and non-assessable (except as such nonassessability may be affected by Section 18-607 of the Delaware LLC Act, in the case of a Delaware limited liability company, or Section 17-607 of the Delaware LP Act, in the case of a Delaware limited partnership).

Ownership of the Subsidiaries. All of the issued and outstanding capital stock (or similar equity interests) of each subsidiary of the Operating Partnership and the Company has been duly authorized and validly issued, is fully paid and nonassessable and such capital stock owned by the Operating Partnership is owned by the Operating Partnership, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim (“Liens”), except as disclosed in the General Disclosure Package and the Prospectus or as would not, singly or in the aggregate, result in a Material Adverse Effect.

Ownership of the Subsidiaries. The Company owns, directly or indirectly, 100% of the equity interests in each of the Subsidiaries; such equity interests are duly authorized and validly issued in accordance with the organizational documents of each Subsidiary (the “Subsidiaries’ Organizational Documents”) and are fully paid and nonassessable; and the Company owns such equity interests free and clear of all pledges, liens, encumbrances, security interests, charges, equities or other claims (collectively, “Liens”) except for Liens under the Credit Agreements.

Ownership of the Subsidiaries. The Partnership, directly or indirectly, owns 100% of the outstanding capital stock, limited liability company interests or partnership interests, as the case may be, in the Subsidiaries free and clear of all liens, encumbrances, security interests, equities, charges and other claims, except for liens created pursuant to the Credit Facility. Such capital stock, limited liability company interests or limited partner interests have been duly authorized and validly issued in accordance with the certificate of incorporation, partnership agreement, limited liability company agreement, certificate of formation or other constituent document (collectively, the “Organizational Documents”) of the respective Subsidiaries, and are fully paid (in the case of an interest in a limited liability company or a limited partnership, to the extent required under their respective limited liability company agreement or limited partnership agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-303 and 18-607 of the Delaware Limited Liability Company Act (the “Delaware LLC Act”), in the case of a Delaware limited liability company, or Sections 17-303 and 17-607 of the Delaware LP Act, in the case of a Delaware limited partnership). In the case of a Subsidiary that is a limited partnership, the general partner interests therein have been duly authorized and validly issued in accordance with the limited partnership agreements of the respective Subsidiaries.

Ownership of the Subsidiaries. The Partnership owns, directly or indirectly, 100% of the limited liability company interests or capital stock, as the case may be, in each of the Operating Subsidiaries free and clear of all liens, encumbrances (except as described in the Disclosure Package and the Final Prospectus and except for Permitted Liens), security interests, equities, charges and other claims. Such limited liability company interests or capital stock, as the case may be, have been duly authorized and validly issued in accordance with the limited liability company or charter documents, as the case may be, of the respective Operating Subsidiaries, and are fully paid (to the extent required under their respective limited liability company agreement, as applicable) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act, in the case of a Delaware limited liability company; Section 63.235 of the Oregon Revised Statutes, in the case of an Oregon limited liability company; and Section 86.343 of the Nevada Revised Statutes, in the case of a Nevada limited liability company). The Partnership owns, directly or indirectly, 100% of the limited liability company interests in each of the Non-Operating Subsidiaries (as defined in Section 4(s)) free and clear of all liens, encumbrances (except as described in the Disclosure Package and the Final Prospectus and except for Permitted Liens), security interests, equities, charges and other claims. Such limited liability company interests have been duly authorized and validly issued in accordance with the limited liability company organizational documents of the respective Non-Operating Subsidiaries, and are fully paid (to the extent required under their respective limited liability company agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act, in the case of a Delaware limited liability company; Section 63.235 of the Oregon Revised Statutes, in the case of an Oregon limited liability company; and Section 86.343 of the Nevada Revised Statutes, in the case of a Nevada limited liability company), except for such liens, encumbrances, security interests, equities, charges and other claims, the existence of which, would not, individually or in the aggregate, result in a Material Adverse Effect or materially impair the ability of the Suburban Parties to perform their obligations under this Agreement.

Ownership of the Subsidiaries. All of the issued and outstanding capital stock or other equity interests of each subsidiary of the Company have been duly authorized and validly issued and are fully paid and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act (the “Delaware LLC Act”) or by other similar provisions of the applicable law of the state in which such entity is formed); and, as of the Closing Date, the capital stock or other equity interests of each subsidiary will be owned by the Company, directly or through its subsidiaries, free from liens, encumbrances and defects, except (i) as provided pursuant to the Credit Agreement among the Company, ▇▇▇▇▇ Fargo Bank, National Association, as Administrative Agent, and the lenders and other financial institutions named therein, dated as of March 20, 2013 (the “Credit Agreement”), (ii) disclosed in the Disclosure Package and the Prospectus or (iii) as would not have, or reasonably be expected to have, a Material Adverse Effect.