Common use of Ownership of the Company Clause in Contracts

Ownership of the Company. The Valero Energy Subsidiaries own the Offered Units and are members of the Company; such Units have been duly authorized and validly issued in accordance with the LLC Agreement and are fully paid (to the extent required by the LLC Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 18-303 and 18-607 of the Delaware LLC Act); and the Valero Energy Subsidiaries own such Units free and clear of all liens, encumbrances, security interests, charges or claims (i) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming any of the Valero Energy Subsidiaries as debtor is on file as of a recent date in the office of the Secretary of State of the State of Delaware or (ii) otherwise known to such counsel, without independent investigation, other than those created by or arising under Sections 18-303 and 18-607 of the Delaware LLC Act.

Appears in 2 contracts

Samples: Underwriting Agreement (Valero Gp Holdings LLC), Valero Gp Holdings LLC

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Ownership of the Company. The Valero Energy Subsidiaries own 100% of the Offered issued and outstanding Units in and are the sole members of the Company; such Units have been duly authorized and validly issued in accordance with the LLC Agreement and are fully paid (to the extent required by the LLC Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 18-303 and 18-607 of the Delaware LLC Act); and the Valero Energy Subsidiaries own such Units free and clear of all liens, encumbrances, security interests, charges or claims (i) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming any of the Valero Energy Subsidiaries as debtor is on file as of a recent date in the office of the Secretary of State of the State of Delaware or (ii) otherwise known to such counsel, without independent investigation, other than those created by or arising under Sections 18-303 and 18-607 of the Delaware LLC Act.

Appears in 1 contract

Samples: Underwriting Agreement (Valero Gp Holdings LLC)

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Ownership of the Company. The Valero Energy Subsidiaries own 100% of the Offered issued and outstanding Units in and are the sole members of the Company; such Units have been duly authorized and validly issued in accordance with the LLC Agreement and are fully paid (to the extent required by the LLC Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 18-303 and Section 18-607 of the Delaware LLC Act); and the Valero Energy Subsidiaries own such Units free and clear of all liens, encumbrances, security interests, charges or claims (i) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming any of the Valero Energy Subsidiaries as debtor is on file as of a recent date in the office of the Secretary of State of the State of Delaware or (ii) otherwise known to such counsel, without independent investigation, other than those created by or arising under Sections 18-303 and 18-607 of the Delaware LLC Act.

Appears in 1 contract

Samples: Underwriting Agreement (Valero Gp Holdings LLC)

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