Common use of Capitalization; Title to Subject Interest Clause in Contracts

Capitalization; Title to Subject Interest. Except as set forth in Disclosure Schedule 3.4: (a) RRMH owns beneficially and of record the Subject Interest free and clear of all Liens (other than those that will be paid in full or released on or prior to the Closing or other than those arising pursuant to the terms of the Amended SemCrude Pipeline LLC Agreement, the White Cliffs Pipeline LLC Agreement, this Agreement or the Contributing Parties Ancillary Documents or restrictions on transfer under applicable federal and state securities Laws). The Subject Interest is not subject to any agreements or understandings with respect to the voting or transfer of the Subject Interest (other than those arising pursuant to the terms of the Amended SemCrude Pipeline LLC Agreement, the White Cliffs Pipeline LLC Agreement, this Agreement or the Contributing Parties Ancillary Documents or restrictions on transfer under applicable federal and state securities Laws). The Subject Interest has been duly authorized and is validly issued and fully paid (to the extent required under the Amended SemCrude Pipeline LLC Agreement) and the membership interest of White Cliffs Pipeline owned by SemCrude Pipeline has been duly authorized and is validly issued and fully paid (to the extent required under the White Cliffs Pipeline LLC Agreement). (b) 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, SemCrude Pipeline, White Cliffs Pipeline or any of the Contributing Parties to purchase or otherwise acquire or to sell or otherwise dispose of any security of or equity interest in SemCrude Pipeline or White Cliffs Pipeline, except the contribution of the Subject Interest as contemplated by this Agreement and the Conveyance Agreement and as may be contained in the Amended SemCrude Pipeline LLC Agreement or the White Cliffs Pipeline LLC Agreement. (c) SemCrude Pipeline owns a 51% membership interest in White Cliffs Pipeline. Other than as set forth in the immediately preceding sentence, SemCrude Pipeline does not own any equity interest, directly or indirectly, in any Person.

Capitalization; Title to Subject Interest. Except as set forth in Disclosure Schedule 3.4: (a) RRMH owns beneficially and of record the Subject Interest free and clear of all Liens (other than those that will be paid in full or released on or prior to the Closing or other than those arising pursuant to the terms of the Amended Existing SemCrude Pipeline LLC Agreement, the White Cliffs Pipeline LLC Agreement, this Agreement or the Contributing Parties Ancillary Documents or restrictions on transfer under applicable federal and state securities Laws). The Subject Interest is not subject to any agreements or understandings with respect to the voting or transfer of the Subject Interest (other than those arising pursuant to the terms of the Amended Existing SemCrude Pipeline LLC Agreement, the White Cliffs Pipeline LLC Agreement, this Agreement or the Contributing Parties Ancillary Documents or restrictions on transfer under applicable federal and state securities Laws). The Subject Interest has been duly authorized and is validly issued and fully paid (to the extent required under the Amended Existing SemCrude Pipeline LLC Agreement) and the membership interest of White Cliffs Pipeline owned by SemCrude Pipeline has been duly authorized and is validly issued and fully paid (to the extent required under the White Cliffs Pipeline LLC Agreement). (b) 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, SemCrude Pipeline, White Cliffs Pipeline or any of the Contributing Parties to purchase or otherwise acquire or to sell or otherwise dispose of any security of or equity interest in SemCrude Pipeline or White Cliffs Pipeline, except the contribution of the Subject Interest as contemplated by this Agreement and the Conveyance Agreement and as may be contained in the Amended Existing SemCrude Pipeline LLC Agreement or the White Cliffs Pipeline LLC Agreement. (c) SemCrude Pipeline owns a 51% membership interest in White Cliffs Pipeline. Other than as set forth in the immediately preceding sentence, SemCrude Pipeline does not own any equity interest, directly or indirectly, in any Person.