Common use of Ownership of the Operating Subsidiaries Clause in Contracts

Ownership of the Operating Subsidiaries. Except as described in the Disclosure Package and the Final Prospectus, the Operating Partnership directly or indirectly owns, and on the Closing Date and each settlement date will own, the respective percentages of the outstanding membership interests or partnership interests, as the case may be, of each of the Operating Subsidiaries set forth on Schedule III; all such membership interests or partnership interests have been duly authorized and validly issued in accordance with the certificate of formation and limited liability company agreement, in the case of a limited liability company, certificate of limited partnership and 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, as to each individual Operating Subsidiary, the “Operating Subsidiary Operative Document”) and (other than the general partnership interest in Xxxxxxx Pipeline Company, a Michigan general partnership (“Xxxxxxx Pipeline”)) are fully paid (to the extent required in the applicable Operating Subsidiaries Operative Documents) and nonassessable (except as such nonassessability may be affected by Section 18-607 and 18-804 of the Delaware LLC Act or Section 17-607 and 17-804 of the Delaware LP Act, as the case may be). The owners of the Operating Subsidiaries own all such membership interest or partnership interests listed on Schedule III free and clear of all Liens (except restrictions on transferability as set forth in the Operating Subsidiaries Operative Documents and for Liens created pursuant to the Credit Agreement).

Ownership of the Operating Subsidiaries. Except as described in the Disclosure Package and the Final Prospectus, the Operating Partnership directly or indirectly owns, and on the Closing Date and each settlement date will own, 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 IIIII; all such capital stock, membership interests or 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, as to each individual Operating Subsidiary, the “Operating Subsidiary Operative Document”) and (other than the general partnership interest in Xxxxxxx Pipeline Company, a Michigan general partnership (“Xxxxxxx Pipeline”)) are fully paid (to the extent required in the applicable Operating Subsidiaries Operative Documents) and nonassessable (except as such nonassessability may be affected by Section Sections 18-607 and 18-804 of the Delaware LLC Act or Section 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 interest or interests and partnership interests listed on Schedule III II free and clear of all Liens (except restrictions on transferability as set forth in the Operating Subsidiaries Operative Documents and for Liens created pursuant to the Credit AgreementAgreement and the Term Loan Agreements).

Ownership of the Operating Subsidiaries. Except as described in the Disclosure Package and the Final Prospectus, the Operating Partnership directly or indirectly owns, and on the Closing Date and each settlement date will own, the respective percentages 100% of the outstanding membership interests or partnership interests, as the case may be, of each of the Operating Subsidiaries set forth on Schedule IIIother than Collbran Valley Gas Gathering, LLC, a Colorado limited liability company (“Collbran Valley”); all such membership interests or partnership interests have been duly authorized and validly issued in accordance with the certificate of formation and limited liability company agreement, in the case of a limited liability company, agreement or certificate of limited partnership and partnership agreement, in the case of a limited partnership, or partnership agreement, in the case of a general partner, agreement of each Operating Subsidiary Subsidiary, as the case may be (collectively the “Operating Subsidiaries Operative Documents” and, as to each individual Operating Subsidiary, the “Operating Subsidiary Operative Document”) and (other than the general partnership interest in Xxxxxxx Pipeline Company, a Michigan general partnership (“Xxxxxxx Pipeline”)) are fully paid (to the extent required in the applicable Operating Subsidiaries Operative Documents) and nonassessable (except as such nonassessability may be affected by Section 18-607 and 18-804 of the Delaware LLC Act or Section 17-607 and 17-804 of the Delaware LP Act, as the case may be). The Operating Partnership indirectly owns, and on the Closing Date and each settlement date will indirectly own, 70% of the membership interests in Collbran Valley. The owners of the Operating Subsidiaries own all such membership interest or partnership interests listed on Schedule III free and clear of all Liens (except restrictions on transferability as set forth in the Operating Subsidiaries Operative Documents and for Liens created pursuant to the Credit Agreement).

Ownership of the Operating Subsidiaries. Except as described in the Disclosure Package and the Final Prospectus, the Operating Partnership directly or indirectly owns, and on the Closing Date and each settlement date will own, 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 III; all such capital stock, membership interests or 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, as to each individual Operating Subsidiary, the “Operating Subsidiary Operative Document”) and (other than the general partnership interest in Xxxxxxx Pipeline Company, a Michigan general partnership (“Xxxxxxx Pipeline”)) are fully paid (to the extent required in the applicable Operating Subsidiaries Operative Documents) and nonassessable (except as such nonassessability may be affected by Section Sections 18-607 and 18-804 of the Delaware LLC Act or Section 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 interest or interests and partnership interests listed on Schedule III free and clear of all Liens (except restrictions on transferability as set forth in the Operating Subsidiaries Operative Documents and for Liens created pursuant to the Credit Agreement).

Ownership of the Operating Subsidiaries. Except as described in the Disclosure Package and the Final Prospectus, the Operating Partnership directly or indirectly owns, and on the Closing Date and each settlement date will own, 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 III; all such capital stock, membership interests or 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 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, as to each individual Operating Subsidiary, the “Operating Subsidiary Operative Document”) and (other than the general partnership interest in Xxxxxxx Pipeline Company, a Michigan general partnership (“Xxxxxxx Pipeline”)) are fully paid (to the extent required in the applicable Operating Subsidiaries Operative Documents) and nonassessable (except as such nonassessability may be affected by Section 18-607 and 18-804 of the Delaware LLC Act or Section 17-607 and 17-804 of the Delaware LP Act, as the case may be). The owners of the Operating Subsidiaries own all such capital stock, membership interest or interests and partnership interests listed on Schedule III free and clear of all Liens (except restrictions on transferability as set forth in the Operating Subsidiaries Operative Documents and for Liens created pursuant to the Credit Agreement).

Ownership of the Operating Subsidiaries. Except as described in the Disclosure Package and the Final Prospectus, the Operating Partnership directly or indirectly owns, and on the Closing Date and each settlement date will own, 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 IIIII; all such capital stock, membership interests or 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 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, as to each individual Operating Subsidiary, the “Operating Subsidiary Operative Document”) and (other than the general partnership interest in Xxxxxxx Pipeline Company, a Michigan general partnership (“Xxxxxxx Pipeline”)) are fully paid (to the extent required in the applicable Operating Subsidiaries Operative Documents) and nonassessable (except as such nonassessability may be affected by Section Sections 18-607 and 18-804 of the Delaware LLC Act or Section Sections 17-607 and 17-804 of the Delaware LP Act, as the case may be). The owners of the Operating Subsidiaries own all such capital stock, membership interest or interests and partnership interests listed on Schedule III II free and clear of all Liens (except restrictions on transferability as set forth in the Operating Subsidiaries Operative Documents and for Liens created pursuant to the Credit Agreement).

Ownership of the Operating Subsidiaries. Except as described in the Disclosure Package and the Final ProspectusThe OLLC owns, the Operating Partnership directly or indirectly ownsindirectly, and on the Closing Date and each settlement date will own, the respective percentages 100% of the outstanding membership issued limited liability company interests or partnership interests, as the case may be, of in each of the Operating Subsidiaries set forth on Schedule IIISubsidiary; all such membership interests or partnership limited liability company interests have been duly authorized and validly issued in accordance with the limited liability company agreement of each such Operating Subsidiary (collectively with the limited liability company agreement of the General Partner, referred to herein as the “General Partner Agreement,” and the Partnership Agreement, and the OLLC Agreement, the “Organizational Agreements”) and the certificate of formation and limited liability company agreement, in of each such Operating Subsidiary (collectively with the case of a limited liability company, certificate of limited partnership of the Partnership, the certificate of formation of the General Partner, the certificate of formation of the OLLC and 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, as to each individual Operating SubsidiaryOrganizational Agreements, the “Operating Subsidiary Operative DocumentOrganizational Documents”) and (other than the general partnership interest in Xxxxxxx Pipeline Company, a Michigan general partnership (“Xxxxxxx Pipeline”)) are fully paid (to the extent required in under the applicable Organizational Document of each such Operating Subsidiaries Operative DocumentsSubsidiary) and nonassessable (except (i) in the case of an interest in a Delaware limited liability company, as such nonassessability may be affected by Section matters described in Sections 18-303, 18-607 and 18-804 of the Delaware Limited Liability Company Act (the “Delaware LLC Act or Section 17-607 Act”) and 17-804 (ii) in the case of an interest in a limited liability company formed under the Delaware LP Actlaws of another domestic state, as such nonassessability may be affected by similar provisions of such state’s limited liability company statute, as applicable); and the case may be). The owners of the Operating Subsidiaries own all OLLC owns such membership interest or partnership limited liability company interests listed on Schedule III free and clear of all Liens, except for those Liens (except restrictions on transferability as set forth in securing obligations under the Operating Subsidiaries Operative Documents Amended and for Liens created pursuant to the Restated Credit Agreement).

Ownership of the Operating Subsidiaries. Except as described in the Disclosure Package and the Final Prospectus, the Operating Partnership directly or indirectly owns, and on the Closing Date and each settlement date will own, 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 III; all such capital stock, membership interests or 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 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, as to each individual Operating Subsidiary, the “Operating Subsidiary Operative Document”) and (other than the general partnership interest in Xxxxxxx Pipeline Company, a Michigan general partnership (“Xxxxxxx Pipeline”)) are fully paid (to the extent required in the applicable Operating Subsidiaries Operative Documents) and nonassessable (except as such nonassessability may be affected by Section Sections 18-607 and 18-804 of the Delaware LLC Act or Section Sections 17-607 and 17-804 of the Delaware LP Act, as the case may be). The owners of the Operating Subsidiaries own all such capital stock, membership interest or interests and partnership interests listed on Schedule III free and clear of all Liens (except restrictions on transferability as set forth in the Operating Subsidiaries Operative Documents and for Liens created pursuant to the Credit Agreement).

Ownership of the Operating Subsidiaries. Except as described in the Disclosure Package and the Final Prospectus, the Operating Partnership directly or indirectly owns, and on the Closing Date and each settlement date will own, 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 IIII; all such capital stock, membership interests or 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, as to each individual Operating Subsidiary, the “Operating Subsidiary Operative Document”) and (other than the general partnership interest in Xxxxxxx Pipeline Company, a Michigan general partnership (“Xxxxxxx Pipeline”)) are fully paid (to the extent required in the applicable Operating Subsidiaries Operative Documents) and nonassessable (except as such nonassessability may be affected by Section Sections 18-607 and 18-804 of the Delaware LLC Act or Section 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 interest or interests and partnership interests listed on Schedule III I free and clear of all Liens (except restrictions on transferability as set forth in the Operating Subsidiaries Operative Documents and for Liens created pursuant to the Credit Agreement).

Ownership of the Operating Subsidiaries. Except as described in the Disclosure Package and the Final Prospectus, the Operating Partnership directly or indirectly owns, and on the Closing Date and each settlement date will own, 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 IIIII; all such capital stock, membership interests or 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 collectively, the “Operating Subsidiaries Operative Documents” and, as to each individual Operating Subsidiary, the “Operating Subsidiary Operative Document”) and (other than the general partnership interest in Xxxxxxx Pipeline Company, a Michigan general partnership (“Xxxxxxx Pipeline”)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 Section Sections 18-607 and 18-804 of the Delaware LLC Act or Section 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 interest or interests and partnership interests listed on Schedule III II free and clear of all Liens (except restrictions on transferability as set forth in the Operating Subsidiaries Operative Documents and for Liens created pursuant to the Credit Agreement).

Ownership of the Operating Subsidiaries. Except as described in the Disclosure Package and the Final Prospectus, the Operating Partnership directly or indirectly owns, and on the Closing Date and each settlement date will own, 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 III; all such capital stock, membership interests or 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, as to each individual Operating Subsidiary, the “Operating Subsidiary Operative Document”) and (other than the general partnership interest in Xxxxxxx Pipeline Company, a Michigan general partnership (“Xxxxxxx Pipeline”)) are fully paid (to the extent required in the applicable Operating Subsidiaries Operative Documents) and nonassessable (except as such nonassessability may be affected by Section Sections 18-607 and 18-804 of the Delaware LLC Act or Section 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 interest or interests and partnership interests listed on Schedule III free and clear of all Liens (except restrictions on transferability as set forth in the Operating Subsidiaries Operative Documents and for Liens created pursuant to the Credit Agreement and Term Loan Agreement).

Ownership of the Operating Subsidiaries. Except as described in the Disclosure Package and the Final Prospectus, the Operating Partnership directly or indirectly owns, and on the Closing Date and each settlement date will own, 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 III; all such capital stock, membership interests or 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, as to each individual Operating Subsidiary, the “Operating Subsidiary Operative Document”) and (other than the general partnership interest in Xxxxxxx Pipeline Company, a Michigan general partnership (“Xxxxxxx Pipeline”)) are fully paid (to the extent required in the applicable Operating Subsidiaries Operative Documents) and nonassessable (except as such nonassessability may be affected by Section Sections 18-607 and 18-804 of the Delaware LLC Act or Section Sections 17-607 and 17-804 of the Delaware LP Act, as the case may bebe 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 interest or interests and partnership interests listed on Schedule III free and clear of all Liens (except restrictions on transferability as set forth in the Operating Subsidiaries Operative Documents and for Liens created pursuant to the Credit Agreement).

Ownership of the Operating Subsidiaries. Except as described in the Disclosure Package and the Final Prospectus, the Operating Partnership directly or indirectly owns, and on the Closing Date and each settlement date will own, 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 IIII; all such capital stock, membership interests or 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, as to each individual Operating Subsidiary, the “Operating Subsidiary Operative Document”) and (other than the general partnership interest in Xxxxxxx Pipeline Company, a Michigan general partnership (“Xxxxxxx Pipeline”)) are fully paid (to the extent required in the applicable Operating Subsidiaries Operative Documents) and nonassessable (except as such nonassessability may be affected by Section Sections 18-607 and 18-804 of the Delaware LLC Act or Section 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 interest or interests and partnership interests listed on Schedule III I free and clear of all Liens (except restrictions on transferability as set forth in the Operating Subsidiaries Operative Documents and for Liens created pursuant to the Credit Agreement).

Ownership of the Operating Subsidiaries. Except as described in the Disclosure Package and the Final Prospectus, the Operating Partnership directly or indirectly owns, and on the Closing Date and each settlement date will own, 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 IIIII; all such capital stock, membership interests or 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, as to each individual Operating Subsidiary, the “Operating Subsidiary Operative Document”) and (other than the general partnership interest in Xxxxxxx Pipeline Company, a Michigan general partnership (“Xxxxxxx Pipeline”)) are fully paid (to the extent required in the applicable Operating Subsidiaries Operative Documents) and nonassessable (except as such nonassessability may be affected by Section Sections 18-607 and 18-804 of the Delaware LLC Act or Section 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 interest or interests and partnership interests listed on Schedule III II free and clear of all Liens (except restrictions on transferability as set forth in the Operating Subsidiaries Operative Documents and for Liens created pursuant to the Credit Agreement and Term Loan Agreement).