Form of Opinion of General Counsel of the Company. All of the issued and outstanding limited liability company or limited partnership interests, as the case may be, of each of the Company’s Subsidiaries have been duly authorized and issued in accordance with the limited liability company agreement or limited partnership agreement, as the case may be, of such Subsidiary and are fully paid (to the extent required under such Subsidiary’s limited liability company agreement) and non-assessable (except as such non-assessability may be affected by Sections 153.102, 153.103, 153.202 and 153.210 of the Texas Business Organizations Code (the “TBOC”), in the case of a Texas limited partnership, and Section 101.206 of the TBOC, in the case of a Texas limited liability company) and are owned directly or indirectly by the Company, free and clear of all material liens, encumbrances or claims, except (A) as provided in the Xxxxx Fargo Credit Agreement and (B) as described in the General Disclosure Package and the Final Prospectus.
Appears in 3 contracts
Samples: Underwriting Agreement (Parsley Energy, Inc.), Underwriting Agreement (Parsley Energy, Inc.), Underwriting Agreement (Parsley Energy, Inc.)
Form of Opinion of General Counsel of the Company. All of the issued and outstanding limited liability company or limited partnership interests, as the case may be, of each of the Company’s Subsidiaries subsidiary have been duly authorized and issued in accordance with the limited liability company agreement or limited partnership agreement, as the case may be, of such Subsidiary subsidiary and are fully paid (to the extent required under such Subsidiarysubsidiary’s limited liability company agreement) and non-assessable (except as such non-assessability may be affected by Sections 153.102, 153.103, 153.202 and 153.210 of the Texas Business Organizations Code (the “TBOC”), in the case of a Texas limited partnership, and Section 101.206 of the TBOC, in the case of a Texas limited liability company) and are owned directly or indirectly by the Company, free and clear of all material liens, encumbrances or claims, except (A) as provided in the Xxxxx Fargo Credit Agreement and (B) as described in the General Disclosure Package and the Final Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Parsley Energy, Inc.), Underwriting Agreement (Parsley Energy, Inc.)