Common use of Ownership, Due Authorization and Transfer of Subject Interests Clause in Contracts

Ownership, Due Authorization and Transfer of Subject Interests. (a) Contributor is the record and beneficial owner, free and clear of any and all Encumbrances (other than Encumbrances existing under Contributor’s Second Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”) or those arising under applicable securities Laws, and other than Encumbrances under the Contributor Credit Agreement that will be released in full at Closing), of (a) 100% of the equity interests in (i) Marketing LLC, (ii) Pipeline LLC and (iii) ERGS and (b) 100% of the limited partner interests in (i) Pipeline LP and (ii) Midstream LP. Pipeline LLC is the beneficial owner of 100% of the general partner interests in Pipeline LP and Midstream LP, free and clear of any and all Encumbrances (other than Encumbrances existing under the Partnership Agreement or those arising under applicable securities Laws, and other than Encumbrances under the Contributor Credit Agreement that will be released in full at Closing). Subject to receipt of the Unitholder Approval, Contributor has the power, authority and legal capacity to contribute, transfer, assign and deliver such Subject Interests as provided in this Agreement, and such delivery will convey to Acquirer good title to such Subject Interests, free and clear of any and all Encumbrances (other than Encumbrances existing under the Partnership Agreement and those arising under applicable securities Laws). The Subject Interests constitute all of Contributor’s ownership interests in the Midstream Entities. (b) There are no outstanding options, warrants or similar rights to purchase or acquire from Contributor any of the Subject Interests. (c) The ownership as of the date of this Agreement of all issued and outstanding limited liability company interests or partnership interests, as applicable, in each Midstream Entity is set forth on Section 3.5(c) of the Contributor’s Disclosure Schedules. Except as contemplated by this Agreement, there is no security, option, warrant, right, call, subscription agreement, commitment or understanding of any nature whatsoever to which Contributor or a Midstream Entity is a party, that directly or indirectly (i) calls for the issuance, sale, pledge or other disposition of limited liability company interests or partnership interests, as applicable, of a Midstream Entity or any securities convertible into, or other rights to acquire, any limited liability company interests or partnership interests, as applicable, of a Midstream Entity, (ii) obligates a Midstream Entity to grant, offer or enter into any of the foregoing or (iii) relates to the voting or control of such limited liability company interests or partnership interests, as applicable, except the Voting Agreement. No Midstream Entity is a party to, or otherwise bound by, any voting trust, proxy or other agreement, restricting or otherwise relating to the voting, distribution rights or disposition of any limited liability company interests or partnership interests, as applicable. None of the Midstream Entities own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity interests in any Person, other than a Midstream Entity or a Joint Venture Entity.

Ownership, Due Authorization and Transfer of Subject Interests. (a) Contributor CEPH is the record and beneficial owner, free and clear of any and all Encumbrances (other than Encumbrances existing under Contributor’s Second Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”) or those arising under applicable securities Laws, and other than Encumbrances under the Contributor Credit Agreement that will be released in full at Closing), of (a) 100% owner of the equity interests in (i) Marketing LLC, (ii) Pipeline LLC and (iii) ERGS and (b) 100% of the limited partner interests in (i) Pipeline LP and (ii) Midstream LP. Pipeline LLC is the beneficial owner of 100% of the general partner interests in Pipeline LP and Midstream LP, free and clear of any and all Encumbrances (other than Encumbrances existing under the Partnership Agreement or those arising under applicable securities Laws, and other than Encumbrances under the Contributor Credit Agreement that will be released in full at Closing). Subject to receipt of the Unitholder Approval, Contributor has the power, authority and legal capacity to contribute, transfer, assign and deliver such Subject Interests as provided in this Agreement, and such delivery will convey to Acquirer good title to such Class B Subject Interests, free and clear of any and all Encumbrances (other than Encumbrances existing under the Partnership Company LLC Agreement and or those arising under applicable securities Laws). The CEPH has the power, authority and legal capacity to sell, transfer, assign and deliver such Class B Subject Interests constitute as provided in this Agreement, and such delivery will convey to Buyer good and marketable title to such Class B Subject Interests, free and clear of any and all of Contributor’s ownership interests in Encumbrances (other than Encumbrances existing under the Midstream EntitiesCompany LLC Agreement or those arising under applicable securities Laws). (b) CEPM is the record and beneficial owner of the Class A Subject Interests and the Class C Subject Interests, in each case, free and clear of any and all Encumbrances (other than Encumbrances existing under the Company LLC Agreement or those arising under applicable securities Laws). CEPM is the beneficial owner of the Class D Subject Interests and on the Closing Date will be the record and beneficial owner of the Class D Subject Interests, in each case, free and clear of any and all Encumbrances (other than Encumbrances existing under the Company LLC Agreement or those arising under applicable securities Laws). CEPM has the power, authority and legal capacity to sell, transfer, assign and deliver such Class A Subject Interests, Class C Subject Interests and Class D Subject Interests, in each case, as provided in this Agreement, and such delivery will convey to Buyer good and marketable title to such Class A Subject Interests, the Class C Subject Interests and the Class D Subject Interests, in each case, free and clear of any and all Encumbrances (other than Encumbrances existing under the Company LLC Agreement or those arising under applicable securities Laws). (c) All of the Subject Interests have been duly authorized and validly issued in accordance with the Organizational Documents of the Company, are fully paid (to the extent required by the Company Organizational Documents) and nonassessable (except as such nonassessability may be affected by Section 18-607 of the DLLCA). (d) There are no outstanding options, warrants or similar rights to purchase or acquire from Contributor any of the Selling Parties any of the Subject Interests. (c) The ownership as of the date of this Agreement of all issued and outstanding limited liability company interests or partnership interests, as applicable, in each Midstream Entity is set forth on Section 3.5(c) of the Contributor’s Disclosure Schedules. Except as contemplated by this Agreement, there is no security, option, warrant, right, call, subscription agreement, commitment or understanding of any nature whatsoever to which Contributor or a Midstream Entity is a party, that directly or indirectly (i) calls for the issuance, sale, pledge or other disposition of limited liability company interests or partnership interests, as applicable, of a Midstream Entity or any securities convertible into, or other rights to acquire, any limited liability company interests or partnership interests, as applicable, of a Midstream Entity, (ii) obligates a Midstream Entity to grant, offer or enter into any of the foregoing or (iii) relates to the voting or control of such limited liability company interests or partnership interests, as applicable, except the Voting Agreement. No Midstream Entity is a party to, or otherwise bound by, any voting trust, proxy or other agreement, restricting or otherwise relating to the voting, distribution rights or disposition of any limited liability company interests or partnership interests, as applicable. None of the Midstream Entities own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity interests in any Person, other than a Midstream Entity or a Joint Venture Entity.