Ownership of the OLP GP. The Partnership is the sole member of the OLP GP with a 100% membership interest in the OLP GP; such membership interest has been duly authorized and validly issued in accordance with the OLP GP Limited Liability Company Agreement and is fully paid (to the extent required by the OLP GP 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 membership interest free and clear of all Liens (except for restrictions on transferability and other Liens as described in the Disclosure Package or the Final Prospectus or contained in the Omnibus Agreement or the OLP GP Limited Liability Company Agreement or those created by or arising under the Delaware LLC Act) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware, naming the Partnership as debtor is on file as of a recent date in the office of the Secretary of State of the State of Delaware.
Appears in 3 contracts
Samples: Underwriting Agreement (DCP Midstream Partners, LP), 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 with a 100% membership interest in the OLP GP; such membership interest has been duly authorized and validly issued in accordance with the OLP GP Limited Liability Company Agreement and is fully paid (to the extent required by the OLP GP 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 membership interest free and clear of all Liens (except for restrictions on transferability and other Liens as described in the Disclosure Package or and the Final Prospectus or contained in the Omnibus Agreement or contained in the OLP GP Limited Liability Company Agreement or those created by or arising under the Delaware LLC ActAgreement) (i) in respect of which a financing statement under the Uniform Commercial Code of the State state of Delaware, naming the Partnership as debtor is on file as of a recent date in the office of the Secretary of State of the State of DelawareDelaware or (ii) otherwise known to such counsel, without independent investigation other than those created by or arising under the Delaware LLC Act or pursuant to the OLP GP Limited Liability Company Agreement.
Appears in 2 contracts
Samples: Underwriting Agreement (DCP Midstream Partners, LP), Underwriting Agreement (DCP Midstream Partners, LP)