Ownership of the OLP GP. The Partnership is the sole member of the OLP GP with a 100% member interest in the OLP GP; such member interest has been duly authorized and validly issued in accordance with the limited liability company agreement of the OLP GP (as the same may be amended or restated on or prior to each Delivery Date, the “OLP GP LLC Agreement”), and is fully paid (to the extent required under the OLP GP LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act); and the Partnership owns such member interest free and clear of all Liens.
Appears in 3 contracts
Samples: Underwriting Agreement (Sunoco Logistics Partners L.P.), Underwriting Agreement (Sunoco Logistics Partners L.P.), Underwriting Agreement (Sunoco Logistics Partners L.P.)
Ownership of the OLP GP. The Partnership is the sole member of the OLP GP with a 100% member membership interest in the OLP GP; such member membership interest has been duly authorized and validly issued in accordance with the limited liability company agreement of the OLP GP (as the same may be amended or restated on at or prior to each Delivery Date, the “OLP GP LLC Limited Liability Company Agreement”), ) and is fully paid (to the extent required under by the OLP GP LLC Limited Liability Company Agreement) and nonassessable (except as such nonassessability may be affected by Sections Section 18-607 and 18-804 of the Delaware LLC Act); and the Partnership owns such member interest free and clear of all LiensLiens (except for restrictions on transferability contained in the OLP GP Limited Liability Company Agreement).
Appears in 2 contracts
Samples: Underwriting Agreement (DCP Midstream Partners, LP), Underwriting Agreement (DCP Midstream Partners, LP)
Ownership of the OLP GP. The Partnership is the sole member of the OLP GP GP, with a 100% member interest in the OLP GP; such member interest has been duly authorized and validly issued in accordance with the limited liability company agreement of the OLP GP (as the same may be amended or restated on or prior to each Delivery Date, the “OLP GP LLC Agreement”), and is fully paid (to the extent required under the OLP GP LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections Section 18-607 and 18-804 of the Delaware LLC Act); and the Partnership owns such member interest free and clear of all Liens.
Appears in 1 contract
Samples: Underwriting Agreement (Sunoco Logistics Partners Lp)
Ownership of the OLP GP. The Partnership is the sole member of the OLP GP with a 100% member interest in the OLP GP; such member interest has been duly authorized and validly issued in accordance with the limited liability company agreement of the OLP GP (as the same may be amended or restated on or prior to each the Delivery Date, the “OLP GP LLC Agreement”), and is fully paid (to the extent required under the OLP GP LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections Section 18-607 and 18-804 of the Delaware LLC Act); and the Partnership owns such member interest free and clear of all Liens.
Appears in 1 contract
Samples: Underwriting Agreement (Sunoco Logistics Partners Lp)
Ownership of the OLP GP. The Partnership is the sole member of the OLP GP with a 100% member interest in the OLP GP; such member interest has been duly authorized and validly issued in accordance with the limited liability company agreement of the OLP GP (as the same may be amended or restated on or prior to each Delivery Date, the “OLP GP LLC Agreement”), and is fully paid (to the extent required under the OLP GP LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections Section 18-607 and 18-804 of the Delaware LLC Act); and the Partnership owns such member interest free and clear of all Liens.
Appears in 1 contract
Samples: Underwriting Agreement (Sunoco Logistics Partners Lp)
Ownership of the OLP GP. The Partnership is the sole member of the OLP GP with a 100% member interest in the OLP GP; such member interest has been duly authorized and validly issued in accordance with the limited liability company agreement of the OLP GP (as the same may be amended or restated on or prior to each the Delivery Date, the “OLP GP LLC Agreement”), and is fully paid (to the extent required under the OLP GP LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act); and the Partnership owns such member interest free and clear of all Liens.
Appears in 1 contract
Samples: Underwriting Agreement (Sunoco Logistics Partners Lp)
Ownership of the OLP GP. The Partnership is the sole member of the OLP GP with owns a 100% member membership interest in the OLP GP; such member membership interest has been duly authorized and validly issued in accordance with the limited liability company agreement of the OLP GP (as the same may be amended or restated on or prior to each Delivery Date, the “OLP GP LLC Agreement”), Agreement and is fully paid (to the extent required under the OLP GP LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 Section 31 of the Delaware LLC Xxxxxxxx Islands Limited Liability Company Act); and to our knowledge, the Partnership owns such member membership interest free and clear of all LiensLiens other than Liens listed on Schedule IV hereto.
Appears in 1 contract
Samples: Underwriting Agreement (Teekay Offshore Partners L.P.)
Ownership of the OLP GP. The Partnership is the sole member of the OLP GP GP, with a 100% member interest in the OLP GP; such member interest has been duly authorized and validly issued in accordance with the limited liability company agreement of the OLP GP (as the same may be amended or restated on at or prior to each Delivery Date, the “OLP GP LLC Agreement”), and is fully paid (to the extent required under the OLP GP LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections Section 18-607 and 18-804 of the Delaware LLC Act); and the Partnership owns such member interest free and clear of all Liens.
Appears in 1 contract
Samples: Underwriting Agreement (Sunoco Logistics Partners Lp)
Ownership of the OLP GP. The Partnership is the sole member of the OLP GP with a 100% member membership interest in the OLP GP; such member membership interest has been duly authorized and validly issued in accordance with the limited liability company agreement of the OLP GP (as the same may be has been amended or restated on or prior to each Delivery Daterestated, the “OLP GP LLC Limited Liability Company Agreement”), ) and is fully paid (to the extent required under by the OLP GP LLC Limited Liability Company Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act); and the Partnership owns such member membership interest free and clear of all LiensLiens (except for restrictions on transferability contained in the OLP GP Limited Liability Company Agreement).
Appears in 1 contract
Samples: Equity Distribution Agreement (DCP Midstream Partners, LP)
Ownership of the OLP GP. The Partnership is the sole member of the OLP GP GP, with a 100% member interest in the OLP GP; such member interest has been duly authorized and validly issued in accordance with the limited liability company agreement of the OLP GP (as the same may be amended or restated on at or prior to each Delivery Date, the “"OLP GP LLC Agreement”"), and is fully paid (to the extent required under the OLP GP LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections Section 18-607 and 18-804 of the Delaware LLC Act); and the Partnership owns such member interest free and clear of all Liens.
Appears in 1 contract
Samples: Underwriting Agreement (Sunoco Logistics Partners Lp)