Capitalization; Title to Membership and Limited Partner Interests Sample Clauses

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). (b) There are no outstanding subscriptions, options, warrants, preemptive rights, preferential purchase rights, rights of first refusal or any other rights issued or granted by, or binding upon, any of the TLLP Group Entities to purchase or otherwise acquire or to sell or otherwise dispose of any of the TLLP Subsidiaries or the equity interests of the TLLP Subsidiaries. (c) As of the date hereof, the outstanding capitalization of TLLP consists of 80,605,673 TLLP Common Units, 1,631,448 TLLP General Partner Units and the TLLP Incentive Distribution Rights. All of such TLLP Common Units and TLLP Incentive Distribution Rights and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the TLLP Partnership Agreement, and are fully paid (to the extent required under the TLLP Partnership Agreement) and nonassessable (except as such nonassessability may be affected by DRULPA and the TLLP Partnership Agreement). The TLLP General Partner Units have been duly authorized and validly issued in accordance with the TLLP Partnership Agreement. There are no outstanding subscriptions, options, warrants, preemptive rights, preferential purchase rights, rights of first refusal or any similar rights issued or granted by, or binding upon, TLLP to purchase or otherwise acquire or to sell or otherwise dispose of any equity interests in TLLP, except pursuant to Section 2.1 of this Agreement and as set forth in the TLLP SEC Reports.

Capitalization; Title to Membership and Limited Partner Interests. (a) All of the outstanding shares of capital stock or other equity interests of each WPZ Subsidiary owned directly or indirectly by the WPZ Parties (i) are owned, beneficially and of record free and clear of all Liens in the percentages set out on WPZ Disclosure Schedule 3.4(a) and (ii) have been duly authorized and are validly issued, fully paid (to the extent required under the limited liability company agreement or limited partnership agreement of the applicable WPZ 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). (b) There are no outstanding subscriptions, options, warrants, preemptive rights, preferential purchase rights, rights of first refusal or any other rights issued or granted by, or binding upon, any of the WPZ Group Entities to purchase or otherwise acquire or to sell or otherwise dispose of any of the WPZ Subsidiaries or the equity interests of the WPZ Subsidiaries, except as set forth in the Governing Documents of Gulfstream. (c) As of the date hereof, the outstanding capitalization of WPZ consists of 255,777,452 WPZ Common Units, 5,219,674 General Partner Units and the Incentive Distribution Rights (the terms “General Partner Units” and “Incentive Distribution Rights” have the meanings set forth in the WPZ Partnership Agreement). All of such WPZ Common Units and Incentive Distribution Rights and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the WPZ Partnership Agreement, and are fully paid (to the extent required under the WPZ Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the DRULPA and the WPZ Partnership Agreement) and are held free and clear of all Liens. The General Partner Units of WPZ have been duly authorized and validly issued in accordance with the WPZ Partnership Agreement. There are no outstanding subscriptions, options, warrants, preemptive rights, preferential purchase rights, rights of first refusal or any similar rights issued or granted by, or binding upon, WPZ to purchase or otherwise acquire or to sell or otherwise dispose of any equity interests in WPZ, except as set forth in the WPZ SEC Reports.