Common use of Organization; Ownership; Preemptive Rights Clause in Contracts

Organization; Ownership; Preemptive Rights. (a) VTDC is a corporation duly incorporated and validly existing, under the Applicable Laws of the State of Delaware. VTDC has full corporate power and authority to carry on its business and to own and use the assets owned or operated by it and is in good standing under the Applicable Laws of each jurisdiction where such qualification is required, except where the lack of such qualification, individually or in the aggregate, would not have a Material Adverse Effect with respect to VTDC, Valero XxXxx or the Business. (b) Valero XxXxx is a limited liability company duly formed and validly existing, under the Applicable Laws of the State of Delaware. Valero XxXxx has full limited liability company power and authority to carry on its business and to own and use the assets owned or operated by it and is in good standing under the Applicable Laws of each jurisdiction where such qualification is required, except where the lack of such qualification, individually or in the aggregate, would not have a Material Adverse Effect with respect to Valero XxXxx or the Business. Valero XxXxx does not own or hold an ownership interest in any other entities. VTDC has heretofore delivered to the Partnership true, complete and correct copies of the certificate of formation and limited liability company agreement of Valero XxXxx, and no breach or violation thereof has occurred and is continuing. (c) The XxXxx Interests have been duly authorized and validly issued in accordance with the limited liability company agreement of Valero XxXxx, and are fully paid (to the extent required under the limited liability company agreement of Valero XxXxx) and nonassessable (except as such nonassessability may be affected by matters described in Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act). VTDC owns the XxXxx Interests free and clear of all Encumbrances, other than transfer restrictions under applicable federal and state securities laws. There is no other membership or equity interest (or any interest convertible into or exchangeable or exercisable for any membership or equity interest) in Valero XxXxx that is outstanding. (d) No Person (other than the Partnership and its subsidiaries) has any statutory or contractual preemptive or other right of any kind (including any right of first offer or refusal) to acquire any securities of Valero XxXxx.

Organization; Ownership; Preemptive Rights. (a) VTDC is a corporation duly incorporated and validly existing, under the Applicable Laws of the State of Delaware. VTDC has full corporate power and authority to carry on its business and to own and use the assets owned or operated by it and is in good standing under the Applicable Laws of each jurisdiction where such qualification is required, except where the lack of such qualification, individually or in the aggregate, would not have a Material Adverse Effect with respect to VTDC, Valero XxXxx the Business or the BusinessParkway Pipeline, taken as a whole. (b) Valero XxXxx Parkway Pipeline is a limited liability company duly formed and validly existing, existing under the Applicable Laws of the State of Delaware. Valero XxXxx Parkway Pipeline has full limited liability company power and authority to carry on its business and to own and use the assets owned or operated by it and is in good standing under the Applicable Laws of each jurisdiction where such qualification is required, except where the lack of such qualification, individually or in the aggregate, would not have a Material Adverse Effect with respect to Valero XxXxx the Business or the BusinessParkway Pipeline, taken as a whole. Valero XxXxx Parkway Pipeline does not own or hold an ownership interest in any other entitiesentities and there are no outstanding obligations to make any investment in any other Person. VTDC has heretofore delivered to the Partnership true, complete and correct copies of the certificate of formation and limited liability company agreement of Valero XxXxxParkway Pipeline, and no breach or violation thereof has occurred and is continuing. (c) The XxXxx Parkway Pipeline Interests have been duly authorized and validly issued in accordance with the limited liability company agreement of Valero XxXxxParkway Pipeline, and are fully paid (to the extent required under the limited liability company agreement of Valero XxXxxParkway Pipeline) and nonassessable (except as such nonassessability may be affected by matters described in Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act). VTDC owns the XxXxx Parkway Pipeline Interests free and clear of all Encumbrances, other than transfer restrictions under applicable federal and state securities laws. There is no other membership or equity interest (or any interest convertible into or exchangeable or exercisable for any membership or equity interest) in Valero XxXxx Parkway Pipeline that is outstanding. (d) No Person (other than the Partnership and its subsidiaries) has any statutory or contractual preemptive or other right of any kind (including any right of first offer or refusal) to acquire any securities of Valero XxXxxParkway Pipeline.

Organization; Ownership; Preemptive Rights. (a) VTDC is a corporation duly incorporated and validly existing, under the Applicable Laws of the State of Delaware. VTDC has full corporate power and authority to carry on its business and to own and use the assets owned or operated by it and is in good standing under the Applicable Laws of each jurisdiction where such qualification is required, except where the lack of such qualification, individually or in the aggregate, would not have a Material Adverse Effect with respect to VTDC, Valero XxXxx the Business or the BusinessSubject Entities, taken as a whole. (b) Valero XxXxx CCTS is a limited liability company duly formed and validly existing, under the Applicable Laws of the State of Delaware. Valero XxXxx CCTS has full limited liability company power and authority to carry on its business and to own and use the assets owned or operated by it and is in good standing under the Applicable Laws of each jurisdiction where such qualification is required, except where the lack of such qualification, individually or in the aggregate, would not have a Material Adverse Effect with respect to Valero XxXxx CCTS, the Business or the BusinessSubject Entities, taken as a whole. (c) Valero Corpus East is a limited liability company duly formed and validly existing, under the Applicable Laws of the State of Delaware. Valero XxXxx Corpus East has full limited liability company power and authority to carry on its business and to own and use the assets owned or operated by it and is in good standing under the Applicable Laws of each jurisdiction where such qualification is required, except where the lack of such qualification, individually or in the aggregate, would not have a Material Adverse Effect with respect to the Business or the Subject Entities, taken as a whole. Valero Corpus East does not own or hold an ownership interest in any other entities. VTDC has heretofore delivered to the Partnership true, complete and correct copies of the certificate of formation and limited liability company agreement of Valero XxXxxCorpus East, and no breach or violation thereof has occurred and is continuing. (cd) Valero Corpus West is a limited liability company duly formed and validly existing, under the Applicable Laws of the State of Delaware. Valero Corpus West has full limited liability company power and authority to carry on its business and to own and use the assets owned or operated by it and is in good standing under the Applicable Laws of each jurisdiction where such qualification is required, except where the lack of such qualification, individually or in the aggregate, would not have a Material Adverse Effect with respect to the Business or the Subject Entities, taken as a whole. Valero Corpus West does not own or hold an ownership interest in any other entities. VTDC has heretofore delivered to the Partnership true, complete and correct copies of the certificate of formation and limited liability company agreement of Valero Corpus West, and no breach or violation thereof has occurred and is continuing. (e) The XxXxx Subject Interests have been duly authorized and validly issued in accordance with the limited liability company agreement of Valero XxXxxCCTS, and are fully paid (to the extent required under the limited liability company agreement of Valero XxXxxCCTS) and nonassessable (except as such nonassessability may be affected by matters described in Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act). VTDC owns the XxXxx Subject Interests free and clear of all Encumbrances, other than transfer restrictions under applicable federal and state securities laws. There is no other membership or equity interest (or any interest convertible into or exchangeable or exercisable for any membership or equity interest) in Valero XxXxx CCTS that is outstanding. (df) The Corpus East Interests have been duly authorized and validly issued in accordance with the limited liability company agreement of Valero Corpus East, and are fully paid (to the extent required under the limited liability company agreement of Valero Corpus East) and nonassessable (except as such nonassessability may be affected by matters described in Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act). Valero CCTS owns the Corpus East Interests free and clear of all Encumbrances, other than transfer restrictions under applicable federal and state securities laws. There is no other membership or equity interest (or any interest convertible into or exchangeable or exercisable for any membership or equity interest) in Valero Corpus East that is outstanding. (g) The Corpus West Interests have been duly authorized and validly issued in accordance with the limited liability company agreement of Valero Corpus West, and are fully paid (to the extent required under the limited liability company agreement of Valero Corpus West) and nonassessable (except as such nonassessability may be affected by matters described in Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act). Valero CCTS owns the Corpus West Interests free and clear of all Encumbrances, other than transfer restrictions under applicable federal and state securities laws. There is no other membership or equity interest (or any interest convertible into or exchangeable or exercisable for any membership or equity interest) in Valero Corpus West that is outstanding. (h) No Person (other than the Partnership and its subsidiaries) has any statutory or contractual preemptive or other right of any kind (including any right of first offer or refusal) to acquire any securities of Valero XxXxxthe Subject Entities.

Organization; Ownership; Preemptive Rights. (a) VTDC is a corporation duly incorporated and validly existing, under the Applicable Laws of the State of Delaware. VTDC has full corporate power and authority to carry on its business and to own and use the assets owned or operated by it and is in good standing under the Applicable Laws of each jurisdiction where such qualification is required, except where the lack of such qualification, individually or in the aggregate, would not have a Material Adverse Effect with respect to VTDC, the Business or Valero XxXxx or the BusinessPort Xxxxxx, taken as a whole. (b) Valero XxXxx Port Xxxxxx is a limited liability company duly formed and validly existing, existing under the Applicable Laws of the State of Delaware. Valero XxXxx Port Xxxxxx has full limited liability company power and authority to carry on its business and to own and use the assets owned or operated by it and is in good standing under the Applicable Laws of each jurisdiction where such qualification is required, except where the lack of such qualification, individually or in the aggregate, would not have a Material Adverse Effect with respect to the Business or Valero XxXxx or the BusinessPort Xxxxxx, taken as a whole. Valero XxXxx Port Xxxxxx does not own or hold an ownership interest in any other entitiesentities and there are no outstanding obligations to make any investment in any other Person. VTDC has heretofore delivered to the Partnership true, complete and correct copies of the certificate of formation and limited liability company agreement of Valero XxXxxPort Xxxxxx, and no breach or violation thereof has occurred and is continuing. (c) The XxXxx Port Xxxxxx Interests have been duly authorized and validly issued in accordance with the limited liability company agreement of Valero XxXxxPort Xxxxxx, and are fully paid (to the extent required under the limited liability company agreement of Valero XxXxxPort Xxxxxx) and nonassessable (except as such nonassessability may be affected by matters described in Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act). VTDC directly owns the XxXxx Port Xxxxxx Interests free and clear of all Encumbrances, other than transfer restrictions under applicable federal and state securities laws. There is no other membership or equity interest (or any interest convertible into or exchangeable or exercisable for any membership or equity interest) in Valero XxXxx Port Xxxxxx that is outstanding. (d) No Person (other than the Partnership and its subsidiaries) has any statutory or contractual preemptive or other right of any kind (including any right of first offer or refusal) to acquire any securities of Valero XxXxxPort Xxxxxx.