Common use of Ownership of the Subsidiaries Clause in Contracts

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 partnership, the general partner interests therein are duly authorized and validly issued in accordance with the limited partnership agreements of the respective Operating Subsidiaries.

Ownership of the Subsidiaries. Other At the Closing Date, other than (i) ▇▇▇▇▇▇▇ Lime Gathering, of which the Partnership owns indirectly 60% of the outstanding membership limited liability company 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 (“and 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, 33.3349.9% 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 Partnership, the Operating Partnership GP and each of the Subsidiaries (collectively, 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 At the Closing Date, such ownership interests are will be duly authorized and validly issued in accordance with the organizational documents of the respective Operating Subsidiaries, and are will be fully paid (to the extent required under their respective organizational documents) and nonassessable (except as such nonassessability may be affected by Sections Section 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, or Sections 17-303, 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership LP Act (the “Delaware LP Act”), in the case of a Delaware limited partnership, or Section 21:1328 of ). At the Louisiana Business Corporation LawClosing Date, in the case of a Louisiana limited liability company). In the case of an Operating Subsidiary that is a limited partnership, the general partner interests therein are will be duly authorized and validly issued in accordance with the limited partnership agreements of the respective Operating Subsidiaries.

Ownership of the Subsidiaries. Other At the Closing Date, other than (i) ▇▇▇▇▇▇▇ Lime Gathering, LLC, a Texas limited liability company (“▇▇▇▇▇▇▇ Lime”), of which the Partnership owns indirectly 60% of the outstanding membership limited liability company interests, (ii) ELG OilOil LLC, a Delaware limited liability company, and ELG UtilityUtility LLC, of a Delaware limited liability company, which the Partnership owns indirectly 60% of the outstanding membership interestsare wholly owned directly by ▇▇▇▇▇▇▇ Lime, (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, owns 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 Partnership, the Operating Partnership GP and each of the Subsidiaries (collectively, 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 At the Closing Date, such ownership interests are will be duly authorized and validly issued in accordance with the organizational documents of the respective Operating Subsidiaries, and are will be 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 At the Closing Date, in the case of an Operating Subsidiary that is a limited partnership, the general partner interests therein are will be duly authorized and validly issued in accordance with the limited partnership agreements of the respective Operating Subsidiaries.

Ownership of the Subsidiaries. Other At the Closing Date, other than (i) ▇▇▇▇▇▇▇ Lime Gathering, of which the Partnership owns indirectly 60% of the outstanding membership interestsLLC, (ii) ELG Oil, and ELG Utilitya Texas limited liability company, of which the Partnership owns indirectly 60% of the outstanding membership limited liability company interests, (iiiii) RIGS Haynesville Partnership Co., a Delaware general partnership (“RIGS HPC”), of which the Partnership indirectly owns 49.99% of the outstanding partnership interests, (iviii) Lone Star NGL LLC, a Delaware limited liability company, of which the Partnership owns 30% of the outstanding limited liability company interests, (viv) 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, and (viv) 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 Partnership, the Operating Partnership GP and each of the Subsidiaries (collectively, 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 At the Closing Date, such ownership interests are will be duly authorized and validly issued in accordance with the organizational documents of the respective Operating Subsidiaries, and are will be 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, partnership or Section 21:1328 of the Louisiana Business Corporation Law, in the case of a Louisiana limited liability company). In At the Closing Date, in the case of an Operating Subsidiary that is a limited partnership, the general partner interests therein are will be duly authorized and validly issued in accordance with the limited partnership agreements of the respective Operating Subsidiaries.

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 The Partnership owns, directly or indirectly, 50100% 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 EVPP GP LLC, a Delaware limited liability company (“EVPP GP”), EVCG GP LLC, a Delaware limited liability company (“EVCG GP”), EnerVest Production Partners, Ltd., a Texas limited partnership (“EVPP”), EnerVest Monroe Gathering, Ltd., a Texas limited partnership (“Gathering”), EnerVest Monroe Marketing, Ltd., a Texas limited partnership (“Marketing”), CGAS Properties, L.P., a Delaware limited partnership (“Clinton Properties”), E▇ ▇▇▇▇▇▇ Ltd., a Texas limited partnership (“E▇ ▇▇▇▇▇▇”) and Finance Corp (collectively, the Operating Subsidiaries “Subsidiaries,”) free and clear of all liens, encumbrancesencumbrances (except as described in the Disclosure Package and the Final Prospectus), security interests, equities, charges and other claims. Such limited liability company interests, 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 Partnershippartnership interests or capital stock, as Borrowerthe case may be, the Partnership and the other guarantors named therein and the lenders party thereto (the “Credit Agreement”). Such ownership interests are have been duly authorized and validly issued in accordance with the organizational documents limited liability company agreements, limited partnership agreements or charter documents, as the case may be, of the respective Operating Subsidiaries, and are fully paid (to the extent required under their respective organizational documentslimited liability company agreement or limited partnership agreement) and nonassessable non-assessable (except (i) in the case of a Delaware limited partnership, as such nonassessability may be affected by Sections 17-607 and 17-804 of the Delaware LP Act; (ii) in the case of a Delaware limited liability company, as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act (the “Delaware LLC Act”), ; (iii) in the case of a Delaware Texas limited liability companypartnership, Sections 17-303, 17-607 and 17-804 as such nonassessability may be affected by Section 153.210 of the Delaware Revised Uniform Limited Partnership Act Texas Business Organizations Code; and (the “Delaware LP Act”), iv) in the case of an interest in a Delaware limited partnership, or Section 21:1328 of the Louisiana Business Corporation Law, in the case of a Louisiana limited liability company). In company formed under the case laws of an Operating Subsidiary that is a another domestic state, as such nonassessability may be affected by similar provisions of such state’s limited partnership, the general partner interests therein are duly authorized and validly issued in accordance with the limited partnership agreements of the respective Operating Subsidiariesliability company statute.

Ownership of the Subsidiaries. Other than (ia) ▇The General Partner is the sole member of K▇▇▇▇▇▇ Lime GatheringOperating Company, 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 (“MEPK▇▇▇▇▇▇ Operating”), 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”)K▇▇▇▇▇▇ Operating. Such ownership equity interests are have been duly authorized and validly issued in accordance with the organizational documents Organizational Documents of the respective K▇▇▇▇▇▇ Operating Subsidiaries, and are fully paid (to the extent required under their respective organizational documentssuch Organizational Documents) and nonassessable (except as such nonassessability may be affected by matters described in Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act (LLC Act); and the “General Partner owns such membership interests free and clear of all Liens, other than as disclosed in the KRP SEC Documents, restrictions on transfer under such Organizational Documents or applicable state or federal securities laws or the Delaware LLC Act”). (b) The Operating Company is the sole member of K▇▇▇▇▇▇ Intermediate Holdings, in the case of LLC, a Delaware limited liability companycompany (“Intermediate Holdings”) and owns 100% of the limited liability company interests Intermediate Holdings. Such equity interests have been duly authorized and validly issued in accordance with the Organizational Documents of Intermediate Holdings, respectively, and are fully paid (to the extent required under such applicable Organizational Documents) and nonassessable (except as such nonassessability may be affected by matters described in Sections 18-607 and 18-804 of the Delaware LLC Act); and the Partnership owns such equity interests free and clear of all Liens, other than as disclosed in the KRP SEC Documents, Liens arising under the Credit Agreement and restrictions on transfer under such Organizational Documents or applicable state or federal securities laws or the Delaware LLC Act. (c) Intermediate Holdings owns 100% of the limited liability company interests in H▇▇▇▇▇▇▇ Holding Company, LLC, H▇▇▇▇▇▇▇ Properties GP, LLC, K▇▇▇▇▇▇ Royalty Holdings, LLC, P▇▇▇▇▇▇▇ Energy Partners II, LLC and P▇▇▇▇▇▇▇ Energy Partners III, LLC. Such equity interests have been duly authorized and validly issued in accordance with the Organizational Documents applicable thereto and have been fully paid (to the extent required under such Organizational Documents) and are nonassessable (except as such nonassessability may be affected by Sections 18.607 and 18-804 of the Delaware LLC Act); and Intermediate Holdings owns such equity interests free and clear of all Liens, other than as disclosed in the KRP SEC Documents, Liens arising under the Credit Agreement and restrictions on transfer under such Organizational Documents or applicable state or federal securities laws or the Delaware LLC Act. (d) Intermediate Holdings owns 100.0% of the limited partner interests in H▇▇▇▇▇▇▇ Properties, LP. Such equity interests have been duly authorized and validly issued in accordance with the Organizational Documents applicable thereto and have been fully paid (to the extent required under such Organizational Documents) and are nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act (LP Act) and Intermediate Holdings owns such equity interests free and clear of all Liens, other than as disclosed in the “KRP SEC Documents, Liens arising under the Credit Agreement and restrictions on transfer under such Organizational Documents or applicable state or federal securities laws or the Delaware LP Act”), in the case of a Delaware limited partnership, . (e) Other than its direct or Section 21:1328 indirect ownership 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 partnershipother Partnership Entities, the general partner interests therein are duly authorized and validly issued in accordance with General Partner does not own, directly or indirectly, any Capital Stock or long-term debt securities or other securities of any other Person. Other than the limited partnership agreements Partnership’s direct or indirect ownership of the respective Operating Capital Stock set forth opposite the name of each Person under the headings “Partnership Subsidiaries” on Schedule 3.03 attached hereto, the Partnership does not own, directly or indirectly, any Capital Stock or long-term debt securities or other securities of any Person.

Ownership of the Subsidiaries. Other than (i) ▇▇▇▇▇▇▇ Lime Gathering, LLC, a Delaware limited liability company (“▇▇▇▇▇▇▇ Lime”), of which the Partnership owns indirectly owns, directly or indirectly, 60% of the outstanding membership limited liability company interests, (ii) ELG OilOil LLC, a Delaware limited liability company, and ELG UtilityUtility LLC, of a Delaware limited liability company, which the Partnership owns indirectly 60% of the outstanding membership interestsare wholly owned directly by ▇▇▇▇▇▇▇ Lime, (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 Partnership, the Operating Partnership GP and each of the Subsidiaries (collectively, 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 partnership, the general partner interests therein are duly authorized and validly issued in accordance with the limited partnership agreements of the respective Operating Subsidiaries.