Common use of Ownership of Purchased Interests Clause in Contracts

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 LSNG LP which constitutes all of the general 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. (e) With respect to each 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 any of the Companies to issue, purchase, redeem or otherwise acquire any of their respective equity interests. Except as set forth in Schedule 3.6(e), there are no voting agreements, proxies or other similar agreements or understandings with respect to the equity interests of any Company. (f) All of 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 hereby, Buyer (or one of its designated Subsidiaries) (i) will be the sole member of Targa Downstream GP and the sole limited partner of Targa Downstream LP, (ii) will be the sole member of Targa LSNG GP and the sole limited partner of Targa LSNG LP and (iii) will acquire good and valid title to all of the Purchased Interests, free and clear of any Liens other than transfer restrictions imposed thereon by applicable securities Laws or Liens created by Buyer.

Ownership of Purchased Interests. (a) Targa GP Inc. 4.4.1 Such Seller is the sole member of Targa Downstream GP beneficial and record owner and has good good, valid and valid marketable title to, holds of and will, immediately prior to Closing, be the sole beneficial and record owner and owns beneficially have good, valid and marketable title to, all of the limited liability company interests of Targa Downstream GP included in the Purchased InterestsInterests set forth opposite such Seller’s name on Schedule I attached hereto, free and clear of any Liens all Liens, other than (i) restrictions on transfer restrictions imposed thereon by under applicable securities Laws Laws, the Voting Agreement, the Bridge Equity Providers Agreement, the Syndication Agreement 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 Organizational Documents 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 LSNG LP which constitutes all of the general 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. (e) With respect to each 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 any of the Companies to issue, purchase, redeem or otherwise acquire any of their respective equity interestsPrimary Archstone Entities. Except as set forth in Schedule 3.6(e)Section 4.4.1 of the Disclosure Schedules, there are no such Seller does not directly or indirectly own or hold any Equity Interests, voting agreements, proxies interests or other similar agreements interests in any Primary Archstone Entity and such Seller does not directly own or understandings with respect to the equity interests of hold any Company. (f) All of the Purchased Equity Interests are duly authorized, validly issued and outstanding and fully paid, and were issued free of preemptive rights in compliance with applicable Lawsany other Archstone Entity. Upon consummation of the transactions contemplated herebyAt Closing, Buyer (or one of its designated Subsidiaries) (i) will be the sole member of Targa Downstream GP and the sole limited partner of Targa Downstream LP, (ii) will be the sole member of Targa LSNG GP and the sole limited partner of Targa LSNG LP and (iii) Buyer Designee will acquire from such Seller full legal and beneficial ownership of and good and valid title to all of the Purchased InterestsInterests set forth opposite such Seller’s name on Schedule I attached hereto, free and clear of any Liens all Liens, other than restrictions on transfer restrictions by Buyer imposed thereon by under applicable securities Laws Laws, the Voting Agreement, the Bridge Equity Providers Agreement and the Organizational Documents of the Primary Archstone Entities. There has not been any capital call or Liens created similar call for contributions from such Seller with respect to any of the Primary Archstone Entities that has not been fully paid and satisfied by Buyersuch Seller. To such Seller’s Knowledge, such Seller does not owe to any Archstone Entity any material amount with respect to any Taxes paid with respect to or on behalf of such Seller for which such Seller is obligated to reimburse the applicable Archstone Entity, and such Seller does not have any Knowledge of any material payments made by any Archstone Entity of Taxes with respect to or on behalf of Seller with respect to which either a demand for payment could be made to Seller by an Archstone Entity for reimbursement of such amounts or an offset could be made against future amounts distributable from an Archstone Entity to such Seller. 4.4.2 Other than pursuant to the terms and conditions of this Agreement, the Voting Agreement, the Bridge Equity Providers Agreement, the Syndication Agreement and the Organizational Documents of the Primary Archstone Entities, (a) such Seller is not a party to any option, warrant, purchase right or other contract that could require (i) any Archstone Entity to issue any ownership interest or other securities of such Archstone Entity, or (ii) such Seller to sell, transfer or otherwise dispose of such Seller’s Purchased Interests or Other Interests, and (b) Seller is not a party to any voting trust, agreement, proxy or other Contract with respect to the voting of any such Seller’s Purchased Interests or Other Interests.

Ownership of Purchased Interests. (a) Targa GP Inc. 4.4.1 Such Seller is the sole member of Targa Downstream GP beneficial and record owner and has good good, valid and valid marketable title to, holds of and will, immediately prior to Closing, be the sole beneficial and record owner and owns beneficially have good, valid and marketable title to, all of the limited liability company interests of Targa Downstream GP included in the Purchased InterestsInterests set forth opposite such Seller’s name on Schedule I attached hereto, free and clear of any Liens all Liens, other than (i) restrictions on transfer restrictions imposed thereon by under applicable securities Laws Laws, the Voting Agreement, the Bridge Equity Providers Agreement, the Syndication Agreement and (ii) Permitted Liensthe Organizational Documents of the Primary Archstone Entities. Except for the Purchased Interests, which such Seller does not directly or indirectly own or hold any Equity Interests, voting interests or other interests in any Primary Archstone Entity and such Seller does not directly own or hold any Equity Interests in any other Archstone Entity. At Closing, Buyer or Buyer Designee will be released or removed at or prior to Closing. (b) Targa GP Inc. is the sole member acquire from such Seller full legal and beneficial ownership 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 to the Purchased InterestsInterests set forth opposite such Seller’s name on Schedule I attached hereto, free and clear of any Liens all Liens, other than restrictions on transfer by Buyer imposed under applicable securities Laws, the Voting Agreement, the Bridge Equity Providers Agreement and the Organizational Documents of the Primary Archstone Entities. There has not been any capital call or similar call for contributions from such Seller with respect to any of the Primary Archstone Entities that has not been fully paid and satisfied by such Seller. To such Seller’s Knowledge, such Seller does not owe to any Archstone Entity any material amount with respect to any Taxes paid with respect to or on behalf of such Seller for which such Seller is obligated to reimburse the applicable Archstone Entity, and such Seller does not have any Knowledge of any material payments made by any Archstone Entity of Taxes with respect to or on behalf of Seller with respect to which either a demand for payment could be made to Seller by an Archstone Entity for reimbursement of such amounts or an offset could be made against future amounts distributable from an Archstone Entity to such Seller. 4.4.2 Other than pursuant to the terms and conditions of this Agreement, the Voting Agreement, the Bridge Equity Providers Agreement, the Syndication Agreement, the Other Interest Agreement, the Omnibus Agreement, the Xxxxxx IPA and the Organizational Documents of the Primary Archstone Entities, (a) such Seller is not a party to any option, warrant, purchase right or other contract that could require (i) transfer restrictions imposed thereon by applicable any Archstone Entity to issue any ownership interest or other securities Law and of such Archstone Entity, or (ii) Permitted Lienssuch Seller to sell, which will be released transfer or removed at or prior to Closing. (c) Targa LP Inc. is the sole limited partner otherwise dispose of Targa Downstream LP and has good and valid title tosuch Seller’s Purchased Interests, 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 (iib) Permitted Liens which will be released or removed at or prior Seller is not a party to Closing. Targa Downstream GP is the general partner of Targa Downstream LP and has good and valid title toany voting trust, 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 LPagreement, 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 LSNG LP which constitutes all of the general 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. (e) With respect to each Company, there are no outstanding options, warrants, rights proxy 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 any of the Companies to issue, purchase, redeem or otherwise acquire any of their respective equity interests. Except as set forth in Schedule 3.6(e), there are no voting agreements, proxies or other similar agreements or understandings Contract with respect to the equity interests voting of any Company. (f) All of 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 hereby, Buyer (or one of its designated Subsidiaries) (i) will be the sole member of Targa Downstream GP and the sole limited partner of Targa Downstream LP, (ii) will be the sole member of Targa LSNG GP and the sole limited partner of Targa LSNG LP and (iii) will acquire good and valid title to all of the such Seller’s Purchased Interests, free and clear of any Liens other than transfer restrictions imposed thereon by applicable securities Laws or Liens created by Buyer.

Ownership of Purchased Interests. (a) Targa GP Inc. Seller is the sole member of Targa Downstream Texas GP and has good and valid title to, holds of record and owns beneficially all of the limited liability company interests of Targa Downstream Texas GP included in the Purchased Interests, Interests free and clear of any Liens other than (i) transfer restrictions imposed thereon by applicable securities Laws and (ii) Permitted Liens, Liens which will be released or removed at or prior to Closing. (b) Targa GP Inc. Seller is the sole member limited partner of Targa LSNG GP Texas LP and has good and valid title to, holds of record and owns beneficially all of the limited liability company partner 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 Texas 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 Texas GP is the sole general partner of Targa Downstream Texas LP and has good and valid title to, holds of record and owns beneficially a 1% general partner interest representing a 50% ownership in Targa Downstream Texas 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 . (c) Seller is the general partner sole member of Targa LSNG LP Louisiana and has good and valid title to, holds of record and owns beneficially a general partner interest representing a 50% ownership in Targa LSNG LP which constitutes all of the general partner limited liability company interests of in Targa LSNG LP, Louisiana free and clear of any Liens other than (i) transfer restrictions imposed thereon by applicable securities Laws and (ii) Permitted Liens, Liens which will be released or removed at or prior to Closing. (e) With respect to each 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 any of the Companies to issue, purchase, redeem or otherwise acquire any of their respective equity interests. Except as set forth in Schedule 3.6(e), there are no voting agreements, proxies or other similar agreements or understandings with respect to the equity interests of any Company. (f) All of 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 hereby, Buyer (or one of its designated Subsidiaries) (i) will be the sole member of Targa Downstream GP and the sole limited partner of Targa Downstream LP, (ii) will be the sole member of Targa LSNG GP and the sole limited partner of Targa LSNG LP and (iii) will acquire good and valid title to all of the Purchased Interests, free and clear of any Liens other than transfer restrictions imposed thereon by applicable securities Laws or Liens created by Buyer.

Ownership of Purchased Interests. (a) Targa GP Inc. 4.4.1 Such Seller is the sole member of Targa Downstream GP beneficial and record owner and has good good, valid and valid marketable title to, holds of and will, immediately prior to Closing, be the sole beneficial and record owner and owns beneficially have good, valid and marketable title to, all of the limited liability company interests of Targa Downstream GP included in the Purchased InterestsInterests set forth opposite such Seller’s name on Schedule I attached hereto, free and clear of any Liens all Liens, other than (i) restrictions on transfer restrictions imposed thereon by under applicable securities Laws Laws, the Voting Agreement, the Bridge Equity Providers Agreement, the Syndication Agreement 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 Organizational Documents 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 LSNG LP which constitutes all of the general 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. (e) With respect to each 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 any of the Companies to issue, purchase, redeem or otherwise acquire any of their respective equity interestsPrimary Archstone Entities. Except as set forth in Schedule 3.6(e)Section 4.4.1 of the Disclosure Schedules, there are no such Seller does not directly or indirectly own or hold any Equity Interests, voting agreements, proxies interests or other similar agreements interests in any Primary Archstone Entity and such Seller does not directly own or understandings with respect to the equity interests of hold any Company. (f) All of the Purchased Equity Interests are duly authorized, validly issued and outstanding and fully paid, and were issued free of preemptive rights in compliance with applicable Lawsany other Archstone Entity. Upon consummation of the transactions contemplated herebyAt Closing, Buyer (or one of its designated Subsidiaries) (i) will be the sole member of Targa Downstream GP and the sole limited partner of Targa Downstream LP, (ii) will be the sole member of Targa LSNG GP and the sole limited partner of Targa LSNG LP and (iii) Buyer Designee will acquire from such Seller full legal and beneficial ownership of and good and valid title to all of the Purchased InterestsInterests set forth opposite such Seller’s name on Schedule I attached hereto, free and clear of any Liens all Liens, other than restrictions on transfer restrictions by Buyer imposed thereon by under applicable securities Laws Laws, the Voting Agreement, the Bridge Equity Providers Agreement and the Organizational Documents of the Primary Archstone Entities. There has not been any capital call or Liens created similar call for contributions from such Seller with respect to any of the Primary Archstone Entities that has not been fully paid and satisfied by Buyersuch Seller. To such Seller’s Knowledge, such Seller does not owe to any Archstone Entity any material amount with respect to any Taxes paid with respect to or on behalf of such Seller for which such Seller is obligated to reimburse the applicable Archstone Entity, and such Seller does not have any Knowledge of any material payments made by any Archstone Entity of Taxes with respect to or on behalf of Seller with respect to which either a demand for payment could be made to Seller by an Archstone Entity for reimbursement of such amounts or an offset could be made against future amounts distributable from an Archstone Entity to such Seller. 4.4.2 Except as set forth in Section 4.4.2 of the Disclosure Schedules, other than pursuant to the terms and conditions of this Agreement, the Voting Agreement, the Bridge Equity Providers Agreement, the Syndication Agreement and the Organizational Documents of the Primary Archstone Entities, (a) such Seller is not a party to any option, warrant, purchase right or other contract that could require (i) any Archstone Entity to issue any ownership interest or other securities of such Archstone Entity, or (ii) such Seller to sell, transfer or otherwise dispose of such Seller’s Purchased Interests or Other Interests, and (b) Seller is not a party to any voting trust, agreement, proxy or other Contract with respect to the voting of any such Seller’s Purchased Interests or Other Interests.