Capitalization; Title to Membership and Limited Partner Interests. (a) All of the outstanding shares of capital stock or other equity interests of each TLLP Subsidiary owned directly or indirectly by the TLLP Parties (i) are owned, beneficially and of record free and clear of all Liens in the percentages set out on TLLP Disclosure Schedule 3.4(a) and (ii) have been duly authorized and are validly issued, fully paid (to the extent required under the Governing Documents of the applicable TLLP Subsidiary) and nonassessable (except as such nonassessability may be affected by applicable Laws and the Governing Documents of the applicable entity).
Capitalization; Title to Membership and Limited Partner Interests. (a) All of the outstanding shares of capital stock or other equity interests of each QEPM Subsidiary owned directly or indirectly by the QEPM Parties (i) are owned, beneficially and of record free and clear of all Liens in the percentages set out on QEPM Disclosure Schedule 4.4(a) and (ii) have been duly authorized and are validly issued, fully paid (to the extent required under the Governing Documents of the applicable QEPM Subsidiary) and nonassessable (except as such nonassessability may be affected by applicable Laws and the Governing Documents of the applicable entity).
Capitalization; Title to Membership and Limited Partner Interests. (a) All of the outstanding shares of capital stock or other equity interests of each WMZ Subsidiary owned directly or indirectly by the WMZ Parties (i) are owned, beneficially and of record free and clear of all Liens in the percentages set out on WMZ Disclosure Schedule 4.4(a) and (ii) have been duly authorized and are validly issued, fully paid (to the extent required under the limited liability company agreement or partnership agreement of the applicable WMZ Subsidiary) and nonassessable (except as such nonassessability may be affected by Sections 18-303, 18-607 and 18-804 of the DLLCA or by Sections 17-303, 17-403, 17-607 and 17-804 of the DRULPA and the Governing Documents of the applicable entity).
Capitalization; Title to Membership and Limited Partner Interests. (a) The Contributing Parties will on the Closing Date own, beneficially and of record, all of the Contributed Interests free and clear of all Liens in the percentages set out next to such Contributing Parties’ names on Disclosure Schedule 3.4(a) and will convey good and marketable title to the Contributed Interests to the Partnership. The Contributed Interests are not subject to any agreements or understandings with respect to the voting or transfer of any of the Contributed Interests (except the contribution of the Contributed Interests contemplated by this Agreement and restrictions under applicable federal and state securities laws). The Contributed Interests have been duly authorized and are validly issued, fully paid (to the extent required under the limited liability company agreement or limited partnership agreement of the applicable Contributed Company) and nonassessable (except as such nonassessability may be affected by Sections 18-303, 18-607 and 18-804 of the Delaware LLC Act or by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act). On the Closing Date, the applicable Contributing Parties will be the sole members of the Wholly Owned Entities, WGP will be a member of Pacific Connector Gas Pipeline, LLC and a partner of Pacific Connector Gas Pipeline, LP and WGPGPC will be a member of Gulfstream.
