Ownership of Operating Subsidiaries. The Operating Company owns a 100% membership interest in each Operating Subsidiary; such membership interests have been duly authorized and validly issued in accordance with the respective limited liability company agreement of each Operating Subsidiary (together, the “Operating Subsidiary LLC Agreements”) and are fully paid (to the extent required under the Operating Subsidiary LLC Agreements) and nonassessable (except as such nonassessability may be affected by Section 18-607 of the Delaware LLC Act); and other than as set forth in the Prospectus, the Operating Company owns such membership interests 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 Subsidiaries. The Operating Company owns a 100% membership interest in each Operating Subsidiary; such membership interests have been duly authorized and validly issued in accordance with the respective limited liability company agreement of each Operating Subsidiary (together, the “Operating Subsidiary LLC Agreements”) and are fully paid (to the extent required under the Operating Subsidiary LLC Agreements) and nonassessable (except as such nonassessability may be affected by Section 18-607 of the Delaware LLC Act); and other than as set forth in the Prospectus, the Operating Company owns such membership interests interest free and clear of all liens, encumbrances, security interests, equities, charges or claims.
Appears in 1 contract
Samples: Underwriting Agreement (Penn Virginia GP Holdings, L.P.)
Ownership of Operating Subsidiaries. The Operating Company owns a 100% membership interest in each Operating Subsidiary; such membership interests have been duly authorized and validly issued in accordance with the respective limited liability company agreement of each Operating Subsidiary (together, the “Operating Subsidiary LLC Agreements”) and are fully paid (to the extent required under the Operating Subsidiary LLC Agreements) and nonassessable (except as such nonassessability may be affected by Section Sections 18-607 and 18-804 of the Delaware LLC Act); and other than as set forth in the Prospectus, the Operating Company owns such membership interests interest free and clear of all liens, encumbrances, security interests, equities, charges or claims, other than those pursuant to the Credit Agreement and the Senior Notes.
Appears in 1 contract
Samples: Underwriting Agreement (Penn Virginia GP Holdings, L.P.)