Ownership of the Operating Company. The Partnership is the sole member of the Operating Company with a 100% membership interest in the Operating Company; such membership interest has been duly authorized and validly issued in accordance with the Operating Company Operating Agreement and is fully paid (to the extent required under the Operating Company Operating Agreement) and nonassessable (except as such nonassessability may be affected by Section 18-303, 18-607 or 18-804 of the Delaware LLC Act); and the Partnership owns such membership interest free and clear of all liens, encumbrances, security interests, charges and other claims (except as described in the Registration
Appears in 4 contracts
Samples: Underwriting Agreement (Stonemor Partners Lp), Underwriting Agreement (Stonemor Partners Lp), Underwriting Agreement (Stonemor Partners Lp)
Ownership of the Operating Company. The Partnership is the sole member of the Operating Company with owns a 100% membership interest in the Operating Company; such membership interest has been duly authorized and validly issued in accordance with the Operating Company Operating LLC Agreement and is fully paid (to the extent required under the Operating Company Operating LLC Agreement) and nonassessable (except as such nonassessability may be affected by Section 18-303nonassessable; and, 18-607 or 18-804 of the Delaware LLC Act); and to counsel’s knowledge, the Partnership owns such membership interest free and clear of all liens, encumbrances, Liens other than Liens pursuant to the credit agreements and related security interests, charges and other claims (except as described agreements disclosed or referred to in the RegistrationRegistration Statement, the Pricing Disclosure Package and the Prospectus.
Appears in 4 contracts
Samples: Underwriting Agreement (Teekay LNG Partners L.P.), Underwriting Agreement (Teekay LNG Partners L.P.), Underwriting Agreement (Teekay LNG Partners L.P.)
Ownership of the Operating Company. The Partnership is the sole member of the Operating Company with owns a 100% membership interest in the Operating Company; such membership interest has been duly authorized and validly issued in accordance with the limited liability company agreement of the Operating Company, as amended or restated on or prior to the date hereof (the “Operating Company Operating Agreement LLC Agreement”), and is fully paid (to the extent required under the Operating Company Operating LLC Agreement) and nonassessable (except as such nonassessability may be affected by Section 18-303, 18-607 or 18-804 51 of the Delaware LLC Xxxxxxxx Islands Limited Liability Company Act); and the Partnership owns such membership interest free and clear of all liens, encumbrances, security interests, charges and other claims (except as described in the RegistrationLiens.
Appears in 2 contracts
Samples: Underwriting Agreement (Teekay LNG Partners L.P.), Underwriting Agreement (Teekay LNG Partners L.P.)
Ownership of the Operating Company. The Partnership is the sole member of the Operating Company with a 100% membership interest in the Operating Company; such membership interest has been duly authorized and validly issued in accordance with the Operating Company Operating Agreement and is fully paid (to the extent required under the Operating Company Operating Agreement) and nonassessable (except as such nonassessability may be affected by Section 18-303, 18-607 or 18-804 of the Delaware LLC Act); and the Partnership owns such membership interest free and clear of all liens, encumbrances, security interests, charges and other claims (except as described in the Registration,
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