Ownership of the General Partner. The Partnership owns a 100% membership interest in the General Partner; such membership interest has been duly authorized and validly issued in accordance with the limited liability company agreement of the General Partner (the “GP LLC Agreement”) and is fully paid (to the extent required by the GP LLC Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 18-303, 18-607 and 18-804 of the Delaware LLC Act); and the Partnership owns such membership interest free and clear of all Liens, other than those created by or arising under the Delaware LLC Act, the GP LLC Agreement or the Credit Facility.
Appears in 9 contracts
Samples: Registration Rights Agreement (BreitBurn Energy Partners L.P.), Unit Purchase Agreement (BreitBurn Energy Partners L.P.), Underwriting Agreement (BreitBurn Energy Partners L.P.)
Ownership of the General Partner. The Partnership owns a 100% membership interest in the General Partner; such membership interest has been duly authorized and validly issued in accordance with the limited liability company agreement of the General Partner (the “GP LLC Agreement”) and is fully paid (to the extent required by the GP LLC Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 18-303, 18-607 and 18-804 of the Delaware LLC Act); and the Partnership owns such membership interest free and clear of all Liens, other than those created by or arising under the Delaware LLC Act, the GP LLC Agreement or the Credit Facility.
Appears in 5 contracts
Samples: Equity Distribution Agreement (BreitBurn Energy Partners L.P.), Underwriting Agreement (Breitburn Energy Partners LP), Underwriting Agreement (BreitBurn Energy Partners L.P.)
