Common use of Ownership of the Operating Company Clause in Contracts

Ownership of the Operating Company. The Partnership owns 100% of the membership interests in the Operating Company; such membership interests have been duly authorized and validly issued in accordance with the Operating Company Operating Agreement. Under the Operating Company Operating Agreement and the Delaware LLC Act, the Partnership is not required to make any further payments for its purchase of such membership interests, will not be required to make any contributions to the Operating Company solely by reason of its ownership of such membership interest or its status as a member of the Operating Company, and has no personal liability for the debts, obligations, and liabilities of the Operating Company, whether arising in contract, tort or otherwise, solely by reason of being a member of the Operating Company, except in each case as provided in the Operating Company Operating Agreement and except for its obligation to repay any funds wrongfully distributed to it as provided in Sections 18-607 and 18-804 of the Delaware LLC Act. The Partnership owns such membership interests free and clear of all Liens in respect of which a financing statement under the UCC naming the Partnership as debtor is on file in the Filing Office as of the date set forth in the Search except for (A) those Liens securing obligations under the Credit Agreement, (B) those created or arising under the Operating Company Operating Agreement, (C) those described or contained in the Disclosure Package or the Prospectus or (D) those created by or arising under the Delaware LLC Act;

Ownership of the Operating Company. The Partnership owns is the record holder of 100% of the membership interests in the Operating Company; such membership interests have been duly authorized and validly issued in accordance with the Operating Company Operating Agreement. Under the Operating Company Operating Agreement and the Delaware LLC Act, the Partnership is not required to make any further payments for its purchase of such membership interests, will not be required to make any contributions to the Operating Company solely by reason of its ownership of such membership interest interests or its status as a member of the Operating Company, and has no personal liability for the debts, obligations, and liabilities of the Operating Company, whether arising in contract, tort or otherwise, solely by reason of being a member of the Operating Company, except in each case as provided in the Operating Company Operating Agreement and except for its obligation to repay any funds wrongfully distributed to it as provided in Sections 18-607 and 18-804 of the Delaware LLC Act. The Partnership owns is the record holder of such membership interests free and clear of all Liens in respect of which a financing statement under the UCC naming the Partnership as debtor is on file in the Filing Office as of the date set forth in the Search except for (A) those Liens securing obligations under the Credit Agreement, (B) those created or arising under the Operating Company Operating Agreement, (C) those described or contained in the Registration Statement, the General Disclosure Package or the Prospectus or (D) those created by or arising under the Delaware LLC Act;

Ownership of the Operating Company. The Partnership owns is the record holder of 100% of the membership interests in the Operating Company; such membership interests have been duly authorized and validly issued in accordance with the Operating Company Operating Agreement. Under the Operating Company Operating Agreement and the Delaware LLC Act, the Partnership is not required to make any further payments for its purchase of such membership interests, will not be required to make any contributions to the Operating Company solely by reason of its ownership of such membership interest interests or its status as a member of the Operating Company, and has no personal liability for the debts, obligations, and liabilities of the Operating Company, whether arising in contract, tort or otherwise, solely by reason of being a member of the Operating Company, except in each case as provided in the Operating Company Operating Agreement and except for its obligation to repay any funds wrongfully distributed to it as provided in Sections 18-607 and 18-804 of the Delaware LLC Act. The Partnership owns is the record holder of such membership interests free and clear of all Liens in respect of which a financing statement under the UCC naming the Partnership as debtor is on file in the Filing Office as of the date set forth in the Search except for (A) those Liens securing obligations under the Credit Agreement, (B) those created or arising under the Operating Company Operating Agreement, (C) those described or contained in the Disclosure Package or the Prospectus or (D) those created by or arising under the Delaware LLC Act;