Ownership of Operating Company. The Partnership owns a 100% membership interest in the Operating Company; such membership interest has been duly authorized and validly issued in accordance with the limited liability company agreement of the Operating Company (the “Operating Company Agreement”) and is fully paid (to the extent required under the Operating Company Agreement) and nonassessable (except as such nonassessability may be affected by Section 18-607 of the Delaware LLC Act); and the Partnership owns such membership interest free and clear of all liens, encumbrances, security interests, equities, charges or claims.
Appears in 3 contracts
Samples: Underwriting Agreement (Penn Virginia Resource Partners L P), Underwriting Agreement (Penn Virginia Resource Partners L P), Underwriting Agreement (Penn Virginia Resource Partners L P)
Ownership of Operating Company. The Partnership owns a 100% membership interest in the Operating Company; such membership interest has been duly authorized and validly issued in accordance with the limited liability company agreement of the Operating Company (the “Operating Company LLC Agreement”) and is fully paid (to the extent required under the Operating Company Agreement) and nonassessable (except as such nonassessability may be affected by Section Sections 18-607 and 18-804 of the Delaware LLC Act); and the Partnership owns such membership interest is owned free and clear of all liens, encumbrances, security interests, equities, charges or claimsLiens.
Appears in 3 contracts
Samples: Underwriting Agreement (Shell Midstream Partners, L.P.), Underwriting Agreement (Shell Midstream Partners, L.P.), Underwriting Agreement (Shell Midstream Partners, L.P.)
Ownership of Operating Company. The Partnership owns owns, and on the Closing Date will own, a 100% membership interest in the Operating Company; such membership interest has been duly authorized and validly issued in accordance with the limited liability company agreement of the Operating Company (the “Operating Company LLC Agreement”) and is fully paid (to the extent required under the Operating Company LLC Agreement) and nonassessable (except as such nonassessability may be affected by Section Sections 18-607 and 18-804 of the Delaware LLC Act); and the Partnership owns such membership interest is owned free and clear of all liens, encumbrances, security interests, equities, charges or claimsLiens.
Appears in 1 contract
Samples: Common Unit Purchase Agreement (Shell Midstream Partners, L.P.)
