Ownership of Certain Texas LPs Sample Clauses

Ownership of Certain Texas LPs. At each Closing Date, after giving effect to the Transactions, (i) CFS/CGC Del GP will own a 0.001% general partner interest in CFS/CGC LP and CFS/CGC Holding will own a 99.999% limited partner interest in CFS/CGC LP, (ii) NGL Del will own a 0.001% general partner interest in Copano NGL and Additional Holding will own a 99.999% limited partner interest in Copano NGL, (iii) Processing Del will own a 0.001% general partner interest in Copano Processing and Additional Holding will own a 99.999% limited partner interest in Copano Processing, (iv) [confirm GP and LP ownership interests of CFSCB LP, CFSST LP, CFSAD LP, CFSUGC LP, CFSLO LP, CPSST LP, CPSUGC LP, CPSH LP, CPSTGC LP, CESUGC LP and CESTGC LP]. At each Closing Date, such partnership interests will be duly authorized and validly issued in accordance with the limited partnership agreement of each such limited partnership and will be fully paid (to the extent required under the applicable limited partnership's limited partnership agreement) and nonassessable (except as such nonassessability may be affected by Sections 3.03, 5.02 and 6.07 of the Texas LP Act); and all such interests will be owned free and clear of all liens, encumbrances, security interests, equities, charges and other claims except for liens created pursuant to the Credit Agreements.
Sample 1
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Ownership of Certain Texas LPs. (i) CFS/CGC Del GP owns a 0.001% general partner interest in CFS/CGC LP and CFS/CGC Holding owns a 99.999% limited partner interest in CFS/CGC LP, (ii) NGL Del owns a 0.001% general partner interest in Copano NGL and Additional Holding owns a 99.999% limited partner interest in Copano NGL, (iv) Processing Del owns a 0.001% general partner interest in Copano Processing and Additional Holding owns a 99.999% limited partner interest in Copano Processing, (v) [confirm GP and LP ownership interests of CFSCB LP, CFSST LP, CFSAD LP, CFSUGC LP, CFSLO LP, CPSST LP, CPSUGC LP, CPSH LP, CPSTGC LP, CESUGC LP and CESTGC LP]. Such partnership interests have been duly authorized and validly issued in accordance with the limited partnership agreement of each such limited partnership and are fully paid (to the extent required under the applicable limited partnership's limited partnership agreement) and nonassessable (except as such nonassessability may be affected by Sections 3.03, 5.02 and 6.07 of the Texas LP Act); and all such interests are owned free and clear of all liens, encumbrances (except restrictions on transferability as described in the Prospectus), security interests, equities, charges and other claims (other than those arising under the Credit Agreements) (i) in respect of which a financing statement under the Uniform Commercial Code of the State of Texas naming CFS/CGC Del GP, CFS/CGC LP, NGL Del, Additional Holding, Processing Del [confirm others], as applicable, is on file as of a recent date in the office of the Secretary of State of the State of Texas or (ii) otherwise known to such counsel, without independent investigation, other than those created by or arising under the Texas LP Act.
Sample 1

Related to Ownership of Certain Texas LPs

  • Effect of Certain Terminations In the event of termination of this Agreement pursuant to Article VII, written notice thereof shall be given to the other party or parties, specifying the provision of this Agreement pursuant to which such termination is made, and this Agreement, except for the provisions of Section 5.4, Section 5.5, Article VII and Article VIII, shall forthwith become null and void and there shall be no liability on the part of any party to this Agreement and all rights and obligations of the parties hereto under this Agreement shall terminate, except for the provisions of Section 5.4, Section 5.5, Article VII and Article VIII shall survive such termination; except that nothing herein shall relieve any party hereto from any liability for any intentional or willful and material breach by such party of any of its representations, warranties, covenants or agreements set forth in this Agreement and all rights and remedies of a non-breaching party under this Agreement in the case of such intentional or willful and material breach, at law or in equity, shall be preserved.

  • Definition of Certain Terms For purposes of this Agreement, (a) “business day” means any day on which the New York Stock Exchange, Inc. is open for trading and (b) “subsidiary” has the meaning set forth in Rule 405 of the Rules and Regulations.

  • Survival of Certain Terms All definitions and the provisions of Sections 2-6, 8, 10 and 11 shall survive the termination or expiration of this Agreement for any reason. All other rights and obligations of the parties shall cease upon termination of this Agreement; provided however, the terms of the Customer Agreements shall survive in accordance with their own terms.

  • Use of Certain Terms As used in this Agreement, the words “herein,” “hereof,” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular paragraph, subparagraph, section, subsection, or other subdivision. Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa.

  • Transfers of Certain Rights (a) This Agreement, and the rights and obligations of each Stockholder hereunder, may be assigned by such Stockholder to another Stockholder, to any affiliate of such Stockholder or to any person or entity acquiring at least 300,000 Stockholder Registrable Shares (determined without regard to the second to last sentence under the definition of the Stockholder Registrable Shares) (such number being subject to adjustment for any stock dividend, stock split, subdivision, combination or other recapitalization of the Common Stock of the Company); provided, however, that the transferee provides written notice of such assignment to the Company stating its name and address and identifying the securities with respect to which such rights are being assigned; and provided further, that the Company receives the written instrument provided in subparagraph (b) below. Any transferee to whom a transfer is made in accordance with the immediately preceding sentence shall be deemed a Stockholder for purposes of this Agreement.

  • Construction of certain terms In this Agreement:

  • Affiliation of Certain FINRA Members The Purchaser is neither a person associated nor affiliated with any underwriter of the IPO or, to its actual knowledge, any other member of the Financial Industry Regulatory Authority (“FINRA”) that is participating in the IPO.

  • Meaning of Certain Terms Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan. The following terms have the following meanings:

  • Termination of Certain Rights Any termination of this Lease pursuant to this Article 13 shall cause any right of the Lessee to extend the Term of this Lease, granted to the Lessee herein and any right of the Lessee to purchase the Leased Property contained in this Lease to be terminated and to be without further force or effect.

  • Effect of Certain Transactions Subject to Section 9, in the event of (a) the liquidation or dissolution of the Company or (b) a merger or consolidation of the Company (a “Transaction”), the Option shall continue in effect in accordance with its terms, except that following the Transaction either (i) each outstanding Option shall be treated as provided for in the plan of liquidation or dissolution adopted, or the agreement entered into, in connection with the Transaction or (ii) if not so provided in such plan or agreement, the Optionee shall be entitled to receive in respect of each share of Common Stock subject to the Option, upon exercise of the Option, the same number and kind of stock, securities, cash, property or other consideration that each holder of a share of Common Stock was entitled to receive in the Transaction in respect of a share of Common Stock; provided, however, that such stock, securities, cash, property, or other consideration shall remain subject to all of the conditions, restrictions and performance criteria which were applicable to the Option prior to such Transaction.

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