Ownership of Purchased Interests. (a) Targa GP Inc. is the sole member of Targa Downstream GP and has good and valid title to, holds of record and owns beneficially all of the limited liability company interests of Targa Downstream GP included in the Purchased Interests, free and clear of any Liens other than (i) transfer restrictions imposed thereon by applicable securities Laws and (ii) Permitted Liens, which will be released or removed at or prior to Closing.
(b) Targa GP Inc. is the sole member of Targa LSNG GP and has good and valid title to, holds of record and owns beneficially all of the limited liability company interests of Targa LSNG GP included in the Purchased Interests, free and clear of any Liens other than (i) transfer restrictions imposed thereon by applicable securities Law and (ii) Permitted Liens, which will be released or removed at or prior to Closing.
(c) Targa LP Inc. is the sole limited partner of Targa Downstream LP and has good and valid title to, holds of record and owns beneficially a limited partner interest representing a 50% ownership in Targa Downstream LP which constitutes all of the limited partner interests of Targa Downstream LP, free and clear of any Liens other than (i) transfer restrictions imposed thereon by applicable securities Laws and (ii) Permitted Liens which will be released or removed at or prior to Closing. Targa Downstream GP is the general partner of Targa Downstream LP and has good and valid title to, holds of record and owns beneficially a general partner interest representing a 50% ownership in Targa Downstream LP which constitutes all of the general partner interests of Targa Downstream LP, free and clear of any Liens other than (i) transfer restrictions imposed thereon by applicable securities Laws and (ii) Permitted Liens, which will be released or removed at or prior to Closing.
(d) Targa LP Inc. is the sole limited partner of Targa LSNG LP and has good and valid title to, holds of record and owns beneficially a limited partner interest representing a 50% ownership in Targa LSNG LP which constitutes all of the limited partner interests of Targa LSNG LP, free and clear of any Liens other than (i) transfer restrictions imposed thereon by applicable securities Laws and (ii) Permitted Liens which will be released or removed at or prior to Closing. Targa LSNG GP is the general partner of Targa LSNG LP and has good and valid title to, holds of record and owns beneficially a general partner interest representing a 50% ownership in Targa L...
Ownership of Purchased Interests. (a) Seller has good title to, holds of record and owns beneficially the Purchased Interests free and clear of any Liens other than transfer restrictions imposed thereon by applicable securities Laws and Permitted Liens. All of the Purchased Interests are held by Seller, and the Purchased Interests represent, directly or indirectly, 100% of the outstanding equity interests in the Companies. On the Closing Date, upon payment of the Purchase Price in accordance with Section 2.3, the Purchased Interests will be acquired by Buyer free and clear of all Liens (other than restrictions imposed thereon by applicable securities Laws).
(b) GS Pipeline has good title to, holds of record and owns beneficially all of the general partner interests in Gulf South free and clear of any Liens other than transfer restrictions imposed thereon by applicable securities Laws and, prior to Closing, Permitted Liens.
(c) There are no outstanding options, warrants, rights or other securities convertible into or exchangeable or exercisable for equity securities, any other commitments or agreements providing for the issuance of additional equity interests or the repurchase or redemption of equity interests, and there are no agreements of any kind which may obligate either of the Companies to issue, purchase, redeem or otherwise acquire any of their respective equity interests. There are no voting agreements, proxies or other similar agreements or understandings with respect to the equity interests of either Company.
Ownership of Purchased Interests. Assignor is the sole legal, beneficial and record owner of the Membership Interest.
Ownership of Purchased Interests. As of the date hereof and as of immediately prior to the Closing and the transfer of the Purchased Interests contemplated hereby from Seller to Purchaser, Seller is, and will be, as the case may be, the record owner of all of the Purchased Interests. On the terms and subject to the conditions of this Agreement, at the Closing, Seller shall transfer to Purchaser all of Seller’s right, title and interest in and to the Purchased Interests, free and clear of any Liens (other than applicable restrictions on transfer pursuant to federal, state or foreign securities laws).
Ownership of Purchased Interests. (a) Each Seller is the sole record and beneficial owner of the Purchased Interests set forth next to its name on Section 5.06(a) of the Company Disclosure Schedule, and such Purchased Interests, together with the Purchased Interests held by the other Seller, collectively represent 100% of the Equity Interests of Sub-Aggregator.
(b) Each Seller will transfer and deliver to Buyer, in accordance with Section 2.01, and subject to Section 7.03(m), at the Closing, good and valid title to the Purchased Interests held of record and beneficially owned by such Seller, free and clear of any Lien (other than restrictions on transfer under Applicable Law regarding securities).
Ownership of Purchased Interests. Seller is the sole stockholder of Antero Midstream and has good and valid title to, holds of record and owns beneficially the Purchased Interests, which constitute all of the outstanding capital stock of Antero Midstream, free and clear of any Liens other than Permitted Liens and the Liens set forth in Schedule 3.7. Upon Closing, Buyer will be the sole stockholder of Antero Midstream and will acquire good and valid title to all of the Purchased Interests, free and clear of any Liens other than the transfer restrictions imposed thereon by applicable securities Laws or Liens created by Buyer.
Ownership of Purchased Interests. (a) Seller is the sole member of the Company and has good and valid title to, holds of record and owns beneficially all of the Purchased Interests free and clear of any Liens other than (i) transfer restrictions imposed thereon by applicable securities Laws and (ii) Permitted Liens which will be released or removed at or prior to Closing.
(b) With respect to the Company, there are no outstanding options, warrants, rights or other securities convertible into or exchangeable or exercisable for equity securities, any other commitments or agreements providing for the issuance of additional equity interests or the repurchase or redemption of equity interests, and there are no agreements of any kind which may obligate the Company to issue, purchase, redeem or otherwise acquire any of its equity interests. There are no voting agreements, proxies or other similar agreements or understandings with respect to the equity interests of the Company. The Purchased Interests are duly authorized, validly issued and outstanding and fully paid, and were issued free of preemptive rights in compliance with applicable Laws. Upon consummation of the transactions contemplated by this Agreement, Buyer will be the sole member of the Company and will acquire good and valid title to all of the Purchased Interests, free and clear and any Liens other than transfer restrictions imposed thereon by applicable securities Laws or Liens created by Buyer.
Ownership of Purchased Interests. The Purchased Interests are duly authorized and validly issued securities in the capital of the Purchased Entity, free and clear of all Encumbrances, except Permitted Encumbrances. Except pursuant to the Investor Rights Agreement and the Escrow Agreement, the equity interests in the Purchased Entity and, except as set forth on Schedule 3.02(d), the equity interests in the Indirect Purchased Entities are not subject to any voting trust, partnership agreement, voting agreement or any other rights or agreements affecting such equity interests.
Ownership of Purchased Interests. Seller is the record and beneficial owner of the Purchased Interests. Seller has good and marketable title to the Purchased Interests, and all of the Purchased Interests are: (i) fully paid and nonassessable and (ii) free and clear of all Encumbrances and the delivery to Buyer of the Purchased Interests at the Closing will transfer to Buyer valid title thereto. The Seller covenants that it is not a party to, nor bound by, any agreement affecting or relating to any of the Seller’s rights to transfer or vote the Purchased Interests, other than pursuant to the Stockholders’ Agreement, the LLC Agreement and the certificate of incorporation and by-laws of INC. The Purchased Interests constitute all of the Class A Shares, Membership Units and Class C Shares owned by the Seller. After the sale to Buyer of the Purchased Interests, BAG will have no direct or indirect ownership interest in INC or LLC, other than inadvertent purchases as a result of BAG’s participation in any third party equity fund or any purchase of a third party who owns an insignificant ownership interest in INC or LLC.
Ownership of Purchased Interests. (a) Such Seller is the record owner of and has good and valid title to the Membership Interests set forth next to such Seller’s name on Schedule 3.03, free and clear of all Encumbrances. Upon consummation of the transactions contemplated by this Agreement, Buyer shall own such Seller’s portion of the Purchased Interests, free and clear of all Encumbrances.
(b) Except as set forth on Schedule 3.03, there are no outstanding or authorized options, profits interests, performance units, profit sharing, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to any membership interests in the Company owned by such Seller or obligating such Seller to sell any membership interests (including such Seller’s portion of the Purchased Interests), or any other interest, in the Company.
