Common use of Capitalization; Ownership Clause in Contracts

Capitalization; Ownership. (a) NMD owns 100% of the issued and outstanding limited liability company interests in each of Marlin GP and IDRH. (b) All of the limited liability company interests in each of Marlin GP and IDRH are duly authorized and validly issued in accordance with the Organizational Documents of Marlin GP or IDRH, as applicable, and are fully paid (to the extent required under the Organizational Documents of Marlin GP or IDRH, as applicable) and nonassessable (except as nonassessability may be affected by Sections 18-303, 18-607 and 18-804 of the Delaware LLC Act) and have not been issued in violation of any preemptive rights, rights of first refusal or other similar rights of any Person. (c) There are no preemptive rights, rights of first refusal or other outstanding rights, options, warrants, conversion rights, equity appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, subscription agreements, commitments or rights of any kind that obligate Marlin GP or IDRH to issue or sell any equity interests or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any equity interests in Marlin GP or IDRH, and no securities or obligations evidencing such rights are authorized, issued or outstanding. (d) Marlin GP owns the Marlin GP Interests free and clear of all Liens, other than (i) transfer restrictions imposed by federal and state securities laws and (ii) any transfer restrictions contained in the Organizational Documents of Marlin GP. IDRH owns the IDRH Subject Interests free and clear of all Liens, other than (x) transfer restrictions imposed by federal and state securities laws and (y) any transfer restrictions contained in the Organizational Documents of IDRH. (e) No NMD Party is a party to any agreements, arrangements or commitments obligating any NMD Party to grant, deliver or sell, or cause to be granted, delivered or sold, the IDRH Subject Interests or the Marlin GP Interests, by sale, lease, license or otherwise, other than this Agreement. (f) There are no voting trusts, proxies or other agreements or understandings to which any NMD Party is bound with respect to the voting of the IDRH Subject Interests or the Marlin GP Interests. (g) Marlin GP has no Subsidiaries other than Xxxxxx and its Subsidiaries. IDRH has no Subsidiaries.

Capitalization; Ownership. (a) NMD owns 100% The authorized capital stock of the GCI consists of 1,000 shares of GCI Stock, all of which shares are issued and outstanding limited liability company interests in each outstanding, and the authorized capital stock of Marlin GP GTC consists of 100,000 shares of GTC Stock, of which 100 shares are issued and IDRH. (b) outstanding. All of the limited liability company interests in each Xxxxxxx Subsidiary Stock is owned beneficially and of Marlin GP record by Xxxxxxx, free and IDRH are clear of all Encumbrances, and the Xxxxxxx Subsidiary Stock has been duly authorized and validly issued and is fully paid and nonassessable and not subject to preemptive rights. GCI owns the entire general partnership interest in accordance with the Organizational Documents Limited Partnership, free and clear of Marlin GP or IDRH, as applicableall Encumbrances, and are fully paid (to such interest is its sole asset. GTC owns the extent required under entire limited partnership interest in the Organizational Documents Limited Partnership, free and clear of Marlin GP or IDRHall Encumbrances, as applicable) and nonassessable (except as nonassessability may be affected by Sections 18-303, 18-607 and 18-804 of the Delaware LLC Act) and have not been issued in violation of any preemptive rights, rights of first refusal or other similar rights of any Person. (c) such interest is its sole asset. There are no preemptive rights, rights of first refusal or other outstanding rightssecurities, options, warrants, conversion calls, rights, equity appreciation rightscommitments, redemption rights, repurchase rights, agreements, arrangements, calls, subscription agreements, commitments or rights of any kind that obligate Marlin GP or IDRH to issue or sell any equity interests or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any equity interests in Marlin GP or IDRH, and no securities or obligations evidencing such rights are authorized, issued or outstanding. (d) Marlin GP owns the Marlin GP Interests free and clear of all Liens, other than (i) transfer restrictions imposed by federal and state securities laws and (ii) any transfer restrictions contained in the Organizational Documents of Marlin GP. IDRH owns the IDRH Subject Interests free and clear of all Liens, other than (x) transfer restrictions imposed by federal and state securities laws and (y) any transfer restrictions contained in the Organizational Documents of IDRH. (e) No NMD Party is a party to any agreements, arrangements or commitments undertakings of any kind to which Xxxxxxx, GTC, GCI or the Limited Partnership is a party or by which any of them is bound obligating any NMD Party Xxxxxxx, GCI, GTC or the Limited Partnership to grantissue, deliver or sell, or cause to be grantedissued, delivered or sold, additional shares of capital stock or other voting securities of GTC or GCI or additional limited or general partnership interests in the IDRH Subject Interests Limited Partnership or obligating Xxxxxxx, GTC, GCI or the Marlin GP InterestsLimited Partnership to issue, by salegrant, leaseextend or enter into any such security, license option, warrant, call, right, commitment, agreement, arrangement or otherwise, other than this Agreement. (f) undertaking. There are no voting trustsoutstanding contractual obligations of GTC, proxies or other agreements or understandings to which any NMD Party is bound with respect to the voting of the IDRH Subject Interests GCI or the Marlin GP InterestsLimited Partnership to repurchase, redeem or otherwise acquire any interest in GTC, GCI or the Limited Partnership. There are no outstanding contractual obligations of Xxxxxxx, GTC or GCI to vote or to dispose of any of their respective interests in GTC, GCI or the Limited Partnership. (g) Marlin GP has no Subsidiaries other than Xxxxxx and its Subsidiaries. IDRH has no Subsidiaries.

Capitalization; Ownership. (a) NMD owns 100% The MANO Interests and the KBMC Interests constitute all of the outstanding membership interests of MANO I, and together with the Options constitute all of the outstanding equity interests of MANO I. The Capital Stock constitutes all of the issued and outstanding limited liability company interests in each capital stock of Marlin GP MANO. The issued and IDRH. (b) All of the limited liability company interests in each of Marlin GP and IDRH are duly authorized and validly issued in accordance with the Organizational Documents of Marlin GP or IDRH, as applicable, and are fully paid (to the extent required under the Organizational Documents of Marlin GP or IDRH, as applicable) and nonassessable (except as nonassessability may be affected by Sections 18-303, 18-607 and 18-804 of the Delaware LLC Act) and have not been issued in violation of any preemptive rights, rights of first refusal or other similar rights of any Person. (c) There are no preemptive rights, rights of first refusal or other outstanding rights, options, warrants, conversion rights, equity appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, subscription agreements, commitments or rights of any kind that obligate Marlin GP or IDRH to issue or sell any equity interests of each Subsidiary of MANO, MANO I or any securities Manischewitz is set forth on Schedule 3.6 attached hereto (indicating the owner thereof), all of which is held by MANO, MANO I or obligations convertible another Subsidiary of MANO, MANO I or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any equity interests in Marlin GP or IDRH, and no securities or obligations evidencing such rights are authorized, issued or outstanding. (d) Marlin GP owns the Marlin GP Interests Manischewitz free and clear of all Liens, other than the Liens indicated on Schedule 3.6, all of which will be terminated and released on or prior to the Closing. (ib) transfer restrictions imposed by federal MANO legally and state beneficially owns the MANO Interests free and clear of any Liens, other than Permitted Liens. The KBMC Interests and the MANO Interests constitute all of the outstanding Membership Interests in MANO I. Each of the Optionholders has the right to acquire the membership interests in MANO I set forth opposite such Optionholder's name as set forth on Schedule B attached hereto. Except for the Options or the right of first refusal set forth on Schedule 3.1, there are no outstanding options, warrants, rights or other securities laws and giving the owner the right to acquire or receive (iiupon exchange, conversion or otherwise) any transfer restrictions contained membership interests or equity interest in MANO I. MANO I legally and beneficially owns 99% of the outstanding equity interests of Manischewitz, 99% of the outstanding equity interests in MANO II, 100% of the outstanding capital stock of MANO Inc., and MANO Inc. legally and beneficially owns 1% of the outstanding equity interests of MANO II, and MANO II legally and beneficially owns 1% of the outstanding equity interests of Manischewitz. (c) At the Closing, upon payment of the Purchase Price, the Purchaser will acquire all right, title and interest in the Organizational Documents of Marlin GP. IDRH owns KBMC Interests and the IDRH Subject Interests Capital Stock free and clear of all Liens. Each of the Options will be cancelled immediately prior to the Closing in consideration of the issuance by MANO I of a Promissory Note to each of the Optionholders in an amount set forth opposite such Optionholder's name on Schedule B attached hereto less the Optionholder's pro rata portion of the amounts set forth in clauses (iv), other than (xv) transfer restrictions imposed by federal and state securities laws and (yvi) any transfer restrictions contained in of Section 2.2, net of applicable withholding Taxes, and as further adjusted upward or downward based upon the Organizational Documents pro rata portion of IDRH. the Optionholder's share of the actual amount contemplated by clause (ei) No NMD Party is a party to any agreements, arrangements or commitments obligating any NMD Party to grant, deliver or sell, or cause to be granted, delivered or sold, the IDRH Subject Interests or the Marlin GP Interests, by sale, lease, license or otherwise, other than this Agreement. (f) There are no voting trusts, proxies or other agreements or understandings to which any NMD Party is bound with respect of Section 2.2 as compared to the voting estimate of such amount which was used in calculating the IDRH Subject Interests or the Marlin GP Interests. (g) Marlin GP has no Subsidiaries other than Xxxxxx and its Subsidiaries. IDRH has no Subsidiaries.amount set forth on Schedule B.

Capitalization; Ownership. (a) NMD CH owns 100% of the issued outstanding equity interests of, and is the sole member of, CGSH. CGSH is the sole member of Gas Services GP and the sole owner, beneficially and of record, of the Interests and will transfer and deliver to NRGY at the Closing good and valid title to the Interests free and clear of any Lien (other than any Lien that may be imposed by the Organizational Documents of Gas Services GP, the Delaware Limited Liability Company Act or applicable federal and state securities law restrictions) and will cause NRGY to be admitted as the sole member of Gas Services GP. Gas Services GP is the sole general partner of CMLP and the sole owner, beneficially and of record, of (x) 1,112,674 CMLP General Partner Units, which constitute 100% of the outstanding limited liability company interests CMLP General Partner Units and (y) 100% of the outstanding CMLP Incentive Distribution Rights, in each case, free and clear of Marlin GP any Lien (other than any Lien that may be imposed by the CMLP Partnership Agreement, the Delaware Revised Uniform Limited Partnership Act, or applicable federal and IDRHstate securities laws). (b) All of the limited liability company interests in each of Marlin GP outstanding Interests, CMLP General Partner Units and IDRH are CMLP Incentive Distribution Rights have been duly authorized and validly issued in accordance with the applicable Law and Gas Services GP’s Organizational Documents of Marlin GP or IDRHthe CMLP Partnership Agreement, as applicable, and are fully paid (to the extent required under the Gas Services GP’s Organizational Documents of Marlin GP or IDRHthe CMLP Partnership Agreement, as applicable) and nonassessable (except as such nonassessability may be is affected by Sections 18-303, 18-607 and 18-804 of the Delaware LLC Revised Uniform Limited Liability Company Act or the Delaware Revised Uniform Limited Partnership Act, as applicable) and have were not been issued in violation of any preemptive pre-emptive rights, rights right of first refusal refusal, right of first offer or other similar rights of any Person. Except as set forth in this Section 3.06, there are no outstanding (i) units of capital stock, equity interests or voting securities of Gas Services GP, (ii) securities of Gas Services GP convertible into or exchangeable or exercisable for shares of capital stock, equity interests or voting securities of Gas Services GP or equity-based awards or (iii) options or other rights to acquire from CH, CGSH or Gas Services GP, or other obligation (whether firm or contingent) of Gas Services GP to issue, any capital stock, equity interests, voting securities or securities convertible into or exchangeable or exercisable for capital stock, equity interests or voting securities of Gas Services GP. There are no outstanding obligations of Gas Services GP to repurchase, redeem or otherwise acquire any of the securities referred to in Sections 3.06(b)(i), 3.06(b)(ii) and 3.06(b)(iii) (or Section 3.06(a)). (c) There are no preemptive rightsvoting trusts, rights of first refusal or other outstanding rightsproxies, options, warrants, conversion rights, equity appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, subscription agreements, commitments or rights understandings of any kind that obligate Marlin GP or IDRH to issue or sell any equity interests or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any equity interests in Marlin GP or IDRH, and no securities or obligations evidencing such rights are authorized, issued or outstanding. (d) Marlin GP owns the Marlin GP Interests free and clear of all Liens, other than (i) transfer restrictions imposed by federal and state securities laws and (ii) any transfer restrictions contained in the Organizational Documents of Marlin GP. IDRH owns the IDRH Subject Interests free and clear of all Liens, other than (x) transfer restrictions imposed by federal and state securities laws and (y) any transfer restrictions contained in the Organizational Documents of IDRH. (e) No NMD Party is a party to any agreements, arrangements or commitments obligating any NMD Party to grant, deliver or sell, or cause to be granted, delivered or sold, the IDRH Subject Interests or the Marlin GP Interests, by sale, lease, license or otherwise, other than this Agreement. (f) There are no voting trusts, proxies or other agreements or understandings character to which any NMD Party CH or CGSH is bound with respect to the voting or transfer of the IDRH Subject Interests or the Marlin GP Interests. (gd) Marlin Except for the CMLP General Partner Units, the CMLP Incentive Distribution Rights and 137,105 CMLP Common Units, Gas Services GP has no Subsidiaries other than Xxxxxx and its Subsidiaries. IDRH has no Subsidiariesdoes not beneficially, directly or indirectly, own any equity interests or similar interests in any Person.