Common use of Organization of the Subsidiaries Clause in Contracts

Organization of the Subsidiaries. CH4 Energy (a) is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Texas, (b) has the requisite power and authority to own, lease and operate its properties and to conduct its business as it is presently being conducted, and (c) is duly qualified to do business as a foreign entity and is in good standing in each jurisdiction where the character of the properties owned or leased by it or the nature of its activities makes such qualification necessary (except where any failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect on the Company). Xxxxxxx is (a) a limited partnership duly formed and validly existing under the laws of the State of Texas, (b) has the requisite power and authority to own, lease and operate its properties and to conduct its business as it is presently being conducted, and (c) is duly qualified to do business as a foreign limited partnership and is in good standing in each jurisdiction where the character of the properties owned or leased by it or the nature of its activities makes such qualification necessary (except where any failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect on the Company). Xxxxxxx XX is (a) a limited liability company duly formed, validly existing and in good standing under the laws of the State of Texas, (b) has the requisite power and authority to own, lease and operate its properties and to conduct its business as it is presently being conducted, and (c) is duly qualified to do business as a foreign entity and is in good standing in each jurisdiction where the character of the properties owned or leased by it or the nature of its activities makes such qualification necessary (except where any failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect on the Company). Copies of the Articles of Organization and the Limited Liability Company Agreements of each of CH4 Energy and Xxxxxxx XX have heretofore been delivered to Purchaser, and such copies are accurate and complete as of the date hereof. Copies of the Certificate of Limited Partnership and the partnership agreement of Xxxxxxx have heretofore been delivered to Purchaser, and such copies are accurate and complete as of the date hereof. The Company has no additional subsidiaries other than those defined as Subsidiaries herein. Neither the Company nor the Subsidiaries otherwise own any interest, other than those previously mentioned, in any limited liability company or any general or limited partnership (other than joint ventures, joint operating or ownership arrangements or tax partnerships which have been entered into in the ordinary course of business).

Organization of the Subsidiaries. CH4 Energy Each direct or indirect “significant subsidiary” of the Company (aas such term is defined in Rule 1-02 of Regulation S-X (each, a “Significant Subsidiary”)) is a limited liability company has been duly organized, incorporated or formed, as applicable, and is validly existing and in good standing under the laws of the State of Texas(where such concept exists) as a corporation, (b) partnership or limited liability company, has the all requisite power and authority to own, lease and operate its properties and to properties, conduct its business as it is presently being conducteddescribed in the Registration Statement, the General Disclosure Package and (c) the Prospectus and is duly qualified to do business as a foreign entity to transact business and is in good standing (where such concept exists) in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the character of the properties owned or leased by it or the nature of its activities makes such qualification necessary (except where any failure so to be so qualified qualify or to be in good standing (where such concept exists) would not, individually singly or in the aggregate, have result in a Material Adverse Effect on Effect. Except as disclosed in the Company). Xxxxxxx is (a) a limited partnership Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding ownership interests in each Significant Subsidiary have been duly formed authorized and validly existing issued, are fully paid and non-assessable (which term shall mean that, under the laws of the State Netherlands, a holder of Texasan ownership interest will not by reason of merely being such holder be subject to assessment or calls by such Significant Subsidiary, (b) has the requisite power Company or its creditors for further payment in respect of such ownership interest), were issued in accordance with all applicable securities laws and authority to ownare owned by the Company, lease directly or through wholly owned subsidiaries of the Company, free and operate its properties and to conduct its business as it is presently being conductedclear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, and none of such ownership interests were issued in violation of any preemptive rights, resale rights, rights of first offer or refusal or other similar rights. The only subsidiaries of the Company are (cA) is duly qualified the subsidiaries listed on Exhibit 21.1 to do business the Annual Report on Form 10-K for the year ended December 31, 2019 and (B) certain other subsidiaries which, considered in the aggregate as a foreign limited partnership and is single subsidiary, do not constitute a “significant subsidiary,” as defined in good standing in each jurisdiction where the character Rule 1-02 of the properties owned or leased by it or the nature of its activities makes such qualification necessary (except where any failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect on the Company). Xxxxxxx XX is (a) a limited liability company duly formed, validly existing and in good standing under the laws of the State of Texas, (b) has the requisite power and authority to own, lease and operate its properties and to conduct its business as it is presently being conducted, and (c) is duly qualified to do business as a foreign entity and is in good standing in each jurisdiction where the character of the properties owned or leased by it or the nature of its activities makes such qualification necessary (except where any failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect on the Company). Copies of the Articles of Organization and the Limited Liability Company Agreements of each of CH4 Energy and Xxxxxxx XX have heretofore been delivered to Purchaser, and such copies are accurate and complete as of the date hereof. Copies of the Certificate of Limited Partnership and the partnership agreement of Xxxxxxx have heretofore been delivered to Purchaser, and such copies are accurate and complete as of the date hereof. The Company has no additional subsidiaries other than those defined as Subsidiaries herein. Neither the Company nor the Subsidiaries otherwise own any interest, other than those previously mentioned, in any limited liability company or any general or limited partnership (other than joint ventures, joint operating or ownership arrangements or tax partnerships which have been entered into in the ordinary course of business).Regulation S-X.

Organization of the Subsidiaries. CH4 Energy Each direct or indirect “significant subsidiary” of the Company (aas such term is defined in Rule 1-02 of Regulation S-X (each, a “Significant Subsidiary”)) is a limited liability company has been duly organized, incorporated or formed, as applicable, and is validly existing and in good standing under the laws of the State of Texas(where such concept exists) as a corporation, (b) partnership or limited liability company, has the all requisite power and authority to own, lease and operate its properties and to properties, conduct its business as it is presently being conducteddescribed in the Registration Statement, the General Disclosure Package and (c) the Prospectus and is duly qualified to do business as a foreign entity to transact business and is in good standing (where such concept exists) in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the character of the properties owned or leased by it or the nature of its activities makes such qualification necessary (except where any failure so to be so qualified qualify or to be in good standing (where such concept exists) would not, individually singly or in the aggregate, have result in a Material Adverse Effect on Effect. Except as disclosed in the Company). Xxxxxxx is (a) a limited partnership Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding ownership interests in each Significant Subsidiary have been duly formed authorized and validly existing issued, are fully paid and non-assessable (which term shall mean that, under the laws of the State Netherlands, a holder of Texasan ownership interest will not by reason of merely being such holder be subject to assessment or calls by such Significant Subsidiary, (b) has the requisite power Company or its creditors for further payment in respect of such ownership interest), were issued in accordance with all applicable securities laws and authority to ownare owned by the Company, lease directly or through wholly owned subsidiaries of the Company, free and operate its properties and to conduct its business as it is presently being conductedclear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, and none of such ownership interests were issued in violation of any preemptive rights, resale rights, rights of first offer or refusal or other similar rights. The only subsidiaries of the Company are (cA) is duly qualified the subsidiaries listed on Exhibit 21.1 to do business the Annual Report on Form 10-K for the year ended December 31, 2020 and (B) certain other subsidiaries which, considered in the aggregate as a foreign limited partnership and is single subsidiary, do not constitute a “significant subsidiary,” as defined in good standing in each jurisdiction where the character Rule 1-02 of the properties owned or leased by it or the nature of its activities makes such qualification necessary (except where any failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect on the Company). Xxxxxxx XX is (a) a limited liability company duly formed, validly existing and in good standing under the laws of the State of Texas, (b) has the requisite power and authority to own, lease and operate its properties and to conduct its business as it is presently being conducted, and (c) is duly qualified to do business as a foreign entity and is in good standing in each jurisdiction where the character of the properties owned or leased by it or the nature of its activities makes such qualification necessary (except where any failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect on the Company). Copies of the Articles of Organization and the Limited Liability Company Agreements of each of CH4 Energy and Xxxxxxx XX have heretofore been delivered to Purchaser, and such copies are accurate and complete as of the date hereof. Copies of the Certificate of Limited Partnership and the partnership agreement of Xxxxxxx have heretofore been delivered to Purchaser, and such copies are accurate and complete as of the date hereof. The Company has no additional subsidiaries other than those defined as Subsidiaries herein. Neither the Company nor the Subsidiaries otherwise own any interest, other than those previously mentioned, in any limited liability company or any general or limited partnership (other than joint ventures, joint operating or ownership arrangements or tax partnerships which have been entered into in the ordinary course of business).Regulation S-X.

Organization of the Subsidiaries. CH4 Energy Each direct or indirect “significant subsidiary” of the Company (aas such term is defined in Rule 1-02 of Regulation S-X (each, a “Significant Subsidiary”)) is a limited liability company has been duly organized, incorporated or formed, as applicable, and is validly existing and in good standing under the laws of the State of Texas(where such concept exists) as a corporation, (b) partnership or limited liability company, has the all requisite power and authority to own, lease and operate its properties and to properties, conduct its business as it is presently being conducteddescribed in the Registration Statements, the General Disclosure Package and (c) the Prospectus and is duly qualified to do business as a foreign entity to transact business and is in good standing (where such concept exists) in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the character of the properties owned or leased by it or the nature of its activities makes such qualification necessary (except where any failure so to be so qualified qualify or to be in good standing (where such concept exists) would not, individually singly or in the aggregate, have result in a Material Adverse Effect on Effect. Except as disclosed in the Company). Xxxxxxx is (a) a limited partnership Registration Statements, the General Disclosure Package and the Prospectus, all of the issued and outstanding ownership interests in each Significant Subsidiary have been duly formed authorized and validly existing issued, are fully paid and non-assessable (which term shall mean that, under the laws of the State Netherlands, a holder of Texasan ownership interest will not by reason of merely being such holder be subject to assessment or calls by such Significant Subsidiary, (b) has the requisite power Company or its creditors for further payment in respect of such ownership interest), were issued in accordance with all applicable securities laws and authority to ownare owned by the Company, lease directly or through wholly owned subsidiaries of the Company, free and operate its properties and to conduct its business as it is presently being conductedclear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, and none of such ownership interests were issued in violation of any preemptive rights, resale rights, rights of first offer or refusal or other similar rights. The only subsidiaries of the Company are (cA) is duly qualified the subsidiaries listed on Exhibit 21.1 to do business the Annual Report on Form 10-K for the year ended December 31, 2019 and (B) certain other subsidiaries which, considered in the aggregate as a foreign limited partnership and is single subsidiary, do not constitute a “significant subsidiary,” as defined in good standing in each jurisdiction where the character Rule 1-02 of the properties owned or leased by it or the nature of its activities makes such qualification necessary (except where any failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect on the Company). Xxxxxxx XX is (a) a limited liability company duly formed, validly existing and in good standing under the laws of the State of Texas, (b) has the requisite power and authority to own, lease and operate its properties and to conduct its business as it is presently being conducted, and (c) is duly qualified to do business as a foreign entity and is in good standing in each jurisdiction where the character of the properties owned or leased by it or the nature of its activities makes such qualification necessary (except where any failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect on the Company). Copies of the Articles of Organization and the Limited Liability Company Agreements of each of CH4 Energy and Xxxxxxx XX have heretofore been delivered to Purchaser, and such copies are accurate and complete as of the date hereof. Copies of the Certificate of Limited Partnership and the partnership agreement of Xxxxxxx have heretofore been delivered to Purchaser, and such copies are accurate and complete as of the date hereof. The Company has no additional subsidiaries other than those defined as Subsidiaries herein. Neither the Company nor the Subsidiaries otherwise own any interest, other than those previously mentioned, in any limited liability company or any general or limited partnership (other than joint ventures, joint operating or ownership arrangements or tax partnerships which have been entered into in the ordinary course of business).Regulation S-X.