Common use of Capitalization; Title to Membership and Limited Partner Interests Clause in Contracts

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 TLLP QEPM Subsidiary owned directly or indirectly by the TLLP QEPM Parties (i) are owned, beneficially and of record free and clear of all Liens in the percentages set out on TLLP QEPM Disclosure Schedule 3.4(a4.4(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 QEPM 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 QEPM Group Entities to purchase or otherwise acquire or to sell or otherwise dispose of any of the TLLP QEPM Subsidiaries or the equity interests of the TLLP QEPM Subsidiaries. (c) As of the date hereof, the outstanding capitalization of TLLP QEPM consists of 80,605,673 TLLP 26,743,881 QEPM Common Units, 1,631,448 TLLP 26,705,000 QEPM Subordinated Units, 1,090,495 QEPM General Partner Units and the TLLP QEPM Incentive Distribution Rights. All of such TLLP QEPM 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 QEPM Partnership Agreement, and are fully paid (to the extent required under the TLLP QEPM Partnership Agreement) and nonassessable (except as such nonassessability may be affected by DRULPA and the TLLP QEPM Partnership Agreement). The TLLP QEPM General Partner Units have been duly authorized and validly issued in accordance with the TLLP QEPM 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 QEPM to purchase or otherwise acquire or to sell or otherwise dispose of any equity interests in TLLPQEPM, except pursuant to Section 2.1 of this Agreement and as set forth in the TLLP QEPM SEC Reports.