Ownership of the Operating Subsidiaries. The Partnership directly or indirectly owns the respective percentages of the outstanding capital stock, membership interests or partnership interests, as the case may be, of each Operating Subsidiary as set forth on Schedule II to this Agreement; all such capital stock, membership interests or partnership interests have been duly authorized and validly issued in accordance with the respective Operating Subsidiaries Operative Documents and, in the case of a corporation, limited partnership or general partnership (except with respect to Xxxxxxx Pipeline Company) are fully paid (to the extent required under the applicable Operating Subsidiaries Operative Documents) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act or Sections 17-303, 17-607 and 17-804 of the Delaware LP Act, as the case may be, or any corollary provision of the statutes of any other applicable state of organization); and, in the case of a limited liability company, each of the owners of such membership interest is not required to make any further payments for its purchase of such membership interest, will not be required to make any contributions to an Operating Subsidiary solely by reason of its ownership of such membership interest or its status as a member of such Operating Subsidiary, and have no personal liability for the debts, obligations, and liabilities of such Operating Subsidiary, whether arising in contract, tort or otherwise, solely by reason of being a member of such Operating Subsidiary, except in each case as provided in the applicable Operating Subsidiaries Operative Documents 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.
Ownership of the Operating Subsidiaries. The Partnership and the Operating Company own, directly or indirectly, the equity interests of the Operating Subsidiaries as described on Schedule II; such equity interests have been duly authorized and validly issued in accordance with the organizational documents of each Operating Subsidiary, amended on or prior to the date hereof (the “Operating Subsidiaries’ Organizational Documents”), and are fully paid (to the extent required under the Operating Subsidiaries’ Organizational Agreements) and nonassessable (except as such nonassessability may be affected by the applicable statutes of the jurisdiction of formation of the applicable Operating Subsidiary and the relevant organizational documents); and the Partnership and the Operating Company, as applicable, own such equity interests free and clear of all Liens except for Liens pursuant to credit agreements and related security agreements disclosed or referred to in the Disclosure Package and the Prospectus.
Ownership of the Operating Subsidiaries. The Operating Company owns, and at each Date of Delivery will own, all of the issued and outstanding shares of capital stock of each of the Operating Subsidiaries; such shares of capital stock will be duly authorized and validly issued in accordance with the articles of incorporation and by-laws of the Operating Subsidiaries and are fully paid and nonassessable (except as such nonassessability may be affected by matters described in Sections 43 and 44 of the Xxxxxxxx Islands Business Corporations Act); and the Operating Company owns such shares of capital stock free and clear of all Liens other than those Liens arising under the Credit Facility.
Ownership of the Operating Subsidiaries. The Operating Company owns, directly or indirectly, the equity interests in each of the Operating Subsidiaries set forth in Schedule II; such equity interests owned by the Operating Company are duly authorized and validly issued in accordance with the organizational documents of each Operating Subsidiary, as amended or restated on or prior to the date hereof (the “Operating Subsidiaries’ Organizational Documents”) without violation of any preemptive right, resale right, right of first refusal or similar right, and are fully paid (to the extent required under the Operating Subsidiaries’ Organizational Agreements) and nonassessable (except as such nonassessability may be affected by the applicable statutes of the jurisdiction of formation of the applicable Operating Subsidiary); and the Operating Company owns such equity interests free and clear of all Liens except for Liens pursuant to the credit agreements and related security agreements disclosed or referred to in the Pricing Disclosure Package and the Prospectus.
Ownership of the Operating Subsidiaries. Except as described in the Disclosure Package and the Final Prospectus, the Partnership indirectly owns the respective percentages of the outstanding capital stock, membership interests or partnership interests, as the case may be, of each of the Operating Subsidiaries set forth on Schedule II; all such capital stock, membership interests and partnership interests have been duly authorized and validly issued in accordance with the certificate of incorporation and bylaws, in the case of a corporation, certificate of formation and limited liability company agreement, in the case of a limited liability company, certificate of limited partnership and limited partnership agreement, in the case of a limited partnership, or partnership agreement, in the case of a general partner, of each Operating Subsidiary (collectively, the “Operating Subsidiaries Operative Documents”) and (other than the general partnership interest in Xxxxxxx Pipeline Company, a Michigan general partnership) are fully paid (to the extent required in the applicable Operating Subsidiaries Operative Documents) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act or Sections 17-607 and 17-804 of the Delaware LP Act, as the case may be, or any corollary provision of any other applicable state of organization’s statutes). The owners of the Operating Subsidiaries own all such capital stock, membership interests and partnership interests listed on Schedule II free and clear of all Liens (except restrictions on transferability as set forth in the Operating Subsidiaries Operative Documents and Liens created pursuant to the Credit Agreement).
Ownership of the Operating Subsidiaries. (i) At each Time of Delivery, MainLine will be the sole general partner of each of the Operating Partnerships, with an approximate 1% general partner interest in each Operating Partnership, and such general partner interests have been duly authorized and validly issued in accordance with the agreement of limited partnership of each of the Operating Partnerships, as applicable (collectively, the “Operating Partnership Agreements”); (ii) Buckeye owns 100% of the issued and outstanding membership interests in Wood River Pipe Lines LLC, a Delaware limited liability company (“Wood River”), and such membership interests have been duly authorized and validly issued in accordance with Wood River’s limited liability company agreement; (iii) Buckeye owns 100% of the issued and outstanding membership interests in Buckeye Pipe Line Transportation LLC, a Delaware limited liability company (“Transportation”), and such membership interests have been duly authorized and validly issued in accordance with Transportation’s limited liability company agreement; (iv) Buckeye owns 100% of the issued and outstanding membership interests in Buckeye NGL Pipe Lines LLC (“NGL” and, together with Wood River and Transportation, the “Operating Subsidiaries”), and such membership interests have been duly authorized and validly issued in accordance with NGL’s limited liability company agreement; (v) at each Time of Delivery, MainLine will own its general partner interests in the Operating Partnerships, free and clear of all Liens; (vi) Buckeye is the sole limited partner of each of the Operating Partnerships, with an approximate 99% limited partner interest in each of the Operating Partnerships and such limited partner interests have been duly authorized and validly issued in accordance with the applicable Operating Partnership Agreements and are fully paid (to the extent required under the applicable Operating Partnership Agreements) and nonassessable (except as such nonassessability may be affected by Sections 17-303 and 17-607 of the Delaware LP Act and as otherwise described in the Pricing Prospectus); and each such limited partner interest is owned free and clear of all Liens;
Ownership of the Operating Subsidiaries. The Partnership directly or indirectly owns the respective percentages of the outstanding capital stock, membership interests or partnership interests, as the case may be, of each Operating Subsidiary as set forth on Schedule II to this Agreement; all such capital stock, membership interests or partnership interests have been duly authorized and validly issued in accordance with the respective Operating Subsidiaries Operative Documents and (other than the general partnership interest in Xxxxxxx Pipeline) are fully paid (to the extent required under the applicable Operating Subsidiaries Operative Documents) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act or Sections 17-607 and 17-804 of the Delaware LP Act, as the case may be, or any corollary provision of any other applicable state of organization’s statutes). The Operating Partnership directly or indirectly owns 40% of the membership interests in Discovery, 50% of the membership interests in Pine Tree, and 33.33% of the partnership interests in DCP Southeast Texas Holdings. Discovery owns 100% of the membership interests in Discovery Sub, and DCP Southeast Texas Holdings owns 100% of the membership interests in each of DCP Tailgate, Centana Intrastate Pipeline and DCP Southeast Texas Plants.
Ownership of the Operating Subsidiaries. As of the date hereof, the Operating Company owns, and on the Closing Date will own, directly or indirectly, 100% of the equity interests in each of the Operating Subsidiaries, except Aurora Management Inc. and Faraway Maritime Shipping Company, in which it owns, directly or indirectly, 90% and 60%, respectively, of such equity interests and in which Chinese Petroleum Corporation owns, directly or indirectly, 10% and 40%, respectively, of such equity interests and except PT Golar Indonesia, in which it owns 49% of such equity interests and in which PT Pesona Sentra Utama owns 51% of such equity interests; in each case, such equity interests have been duly authorized and validly issued in accordance with the charter, bylaws, limited liability company agreement or other organizational documents of each Operating Subsidiary (the “Subsidiary Organizational Documents”) and are fully paid (to the extent required under the Subsidiary Organizational Documents) and nonassessable; and the Operating Company owns such equity interests free and clear of all Liens other than Liens arising under the Credit Agreement, the Secured Loan Facility dated November 26, 1997 by the Bank of Taiwan, as lead arranger, Faraway Maritime Shipping Company, as borrower, and the other lenders and arrangers party thereto (the “Mazo Loan Facility”), Liens under joint venture agreements regarding the Xxxxx Xxxx (the “Xxxx XX Documents”), Liens arising under and related to the Lease Agreement dated August 27, 2003 among A&L CF June (3) Limited and Golar LNG 2215 Corporation, as amended, in respect of the Methane Princess and the Lease Agreement dated March 16, 2004 among Lloyds TSB Maritime Leasing (No. 13) Limited and Golar LNG 2220 Corporation, as amended, in respect of the Golar Winter and Liens arising under the Credit Facility dated June 17, 2010 by and among Golar Freeze Holding Co., DnB Bank ASA (formerly DnB NOR Bank ASA), as facility agent, and the lenders party thereto (the “Freeze Credit Facility”).
Ownership of the Operating Subsidiaries. Except as set forth on Schedule IV hereto, at each Delivery Date, each of Valero OLP and KPOP, as applicable, will own 100% of the outstanding capital stock, membership interests or partnership interests, as the case may be, in each of the Operating Subsidiaries; such stock, membership interests or partnership interests have been duly authorized and validly issued in accordance with the applicable certificate of incorporation and bylaws, certificate of formation and limited liability company agreement or certificate of limited partnership and partnership agreement of each Operating Subsidiary, as the case may be (collectively, the “Operating Subsidiaries Operative Documents” and, as to each individual Operating Subsidiary, the “Operating Subsidiary Operative Document”), except where the failure of such stock, membership interests or partnership interests to be so duly authorized and validly issued would not, individually or in the aggregate, have a Material Adverse Effect, and, except in the case of the general partner interests, are fully paid (to the extent required under the applicable Operating Subsidiary Operative Document) and nonassessable (except as such nonassessability may be affected by Section 18-607 of the Delaware LLC Act or Section 17-607 of the Delaware LP Act, as the case may be); and each of Valero OLP and KPOP, as applicable, own all such stock, membership interests or partnership interests, as the case may be, free and clear of all liens, encumbrances, security interests, charges or claims (collectively, “Liens”).
Ownership of the Operating Subsidiaries. KNOT Shuttle Tankers owns, directly or indirectly, 100% of the equity interests in each of the Operating Subsidiaries; such equity interests have been duly authorized and validly issued in accordance with the memorandum and articles of association or limited partnership agreement, as applicable and as amended from time to time, of each Operating Subsidiary (as the same may be amended or restated at or prior to the Closing Date, the “Operating Subsidiaries’ Organizational Documents”) and are fully paid (to the extent required under the Operating Subsidiaries’ Organizational Documents) and non-assessable (except as such non-assessability may be affected by the applicable statutes of the jurisdiction of formation of the applicable Operating Subsidiary and the Operating Subsidiaries Organizational Documents); and KNOT Shuttle Tankers owns such equity interests free and clear of all Liens (other than Liens pursuant to the credit facilities related to the Vessels).
