Common use of Ownership of the Subsidiaries Clause in Contracts

Ownership of the Subsidiaries. All of the outstanding shares of capital stock or other equity interests of each Subsidiary (a) have been duly authorized and validly issued (in accordance with the Organizational Documents of such Subsidiary), are fully paid (in the case of an interest in a limited partnership or limited liability company, to the extent required under the Organizational Documents of such Subsidiary) and nonassessable (except (i) in the case of an interest in a Delaware limited partnership or Delaware limited liability company, as such nonassessability may be affected by Sections 17-607 and 17-804 of the Delaware LP Act or Sections 18-607 and 18-804 of the Delaware LLC Act, as applicable, (ii) in the case of an interest in a limited partnership or limited liability company formed under the laws of another domestic state, as such nonassessability may be affected by similar provisions of such state’s limited partnership or limited liability company statute, as applicable, and (iii) in the case of an interest in an entity formed under the laws of a foreign jurisdiction, as such nonassessability may be affected by similar provisions of such jurisdiction’s corporate, partnership or limited liability company statute, if any, as applicable) and (b) are owned, directly or indirectly, by the Partnership, free and clear of all Liens other than Liens arising under the Compressco Credit Facility, the Indenture, and the Organizational Documents of such Subsidiaries. The Partnership or one of its Subsidiaries has the unrestricted right to vote, and (subject to limitations imposed by applicable law) to receive dividends and distributions on, all capital securities of its Subsidiaries as owned by the Partnership or such Subsidiary.

Ownership of the Subsidiaries. All The Partnership owns, directly or indirectly, 100% of the outstanding shares limited liability company interests or capital stock, as the case may be, in each of the Operating Subsidiaries, the Operating Partnership and the Co-Issuer free and clear of all liens, encumbrances, security interests, equities, charges and other claims, in each case, except as described in the Disclosure Package and the Prospectus and except for liens created by, or pursuant to, or permitted under the Credit Agreement. Such limited liability company interests or capital stock or other equity interests of each Subsidiary (a) stock, as the case may be, have been duly authorized and validly issued (in accordance with the Organizational Documents limited liability company or charter documents, as the case may be, of such Subsidiary)the respective Operating Subsidiaries and the Co-Issuer, and are fully paid (in the case of an interest in a limited partnership or limited liability company, to the extent required under the Organizational Documents of such Subsidiarytheir respective limited liability company agreement) and nonassessable non-assessable (except (i) in the case of an interest in a Delaware limited partnership or Delaware limited liability company, as such nonassessability may be affected by Sections 17-607 and 17-804 of the Delaware LP Act or Sections 18-607 and 18-804 of the Delaware LLC Act, as applicablein the case of a Delaware limited liability company; Section 63.235 of the Oregon Revised Statutes, (ii) in the case of an interest Oregon limited liability company; and Section 86.343 of the Nevada Revised Statutes, in the case of a Nevada limited partnership liability company). The Partnership owns, directly or indirectly, 100% of the limited liability company formed interests, limited partner interests or capital stock, as the case may be, in each of the Non-Operating Subsidiaries (as defined in Section 1(o)) free and clear of all liens, encumbrances, security interests, equities, charges and other claims, in each case, except as described in the Disclosure Package and the Prospectus and except for liens created by, or pursuant to, or permitted under the laws Credit Agreement. Such limited liability company interests or capital stock, as the case may be, have been duly authorized and validly issued in accordance with the limited liability company or charter documents, as the case may be, of another domestic statethe respective Non-Operating Subsidiaries, and are fully paid (to the extent required under their respective limited liability company agreement) and non-assessable (except as such nonassessability may be affected by similar provisions Sections 18-607 and 18-804 of such state’s limited partnership or the Delaware LLC Act, in the case of a Delaware limited liability company statutecompany; Section 63.235 of the Oregon Revised Statutes, as applicable, and (iii) in the case of an interest Oregon limited liability company; and Section 86.343 of the Nevada Revised Statutes, in an entity formed under the laws case of a foreign jurisdiction, as such nonassessability may be affected by similar provisions of such jurisdiction’s corporate, partnership or Nevada limited liability company statutecompany), if anyexcept for such liens, as applicable) encumbrances, security interests, equities, charges and (b) are owned, directly or indirectly, by the Partnership, free and clear of all Liens other than Liens arising under the Compressco Credit Facilityclaims, the Indentureexistence of which, would not, individually or in the aggregate, result in a Material Adverse Change or materially impair the ability of the Issuers and the Organizational Documents of such Subsidiaries. The Operating Partnership or one of its Subsidiaries has the unrestricted right to vote, and (subject to limitations imposed by applicable law) to receive dividends and distributions on, all capital securities of its Subsidiaries as owned by the Partnership or such Subsidiaryperform their obligations under this Agreement.

Ownership of the Subsidiaries. All Except as described in the Registration Statement, the Pre-Pricing Prospectus, the Prospectus and any Permitted Free Writing Prospectuses, the Company indirectly owns of record 100% of the outstanding shares of limited liability company interests, partnership interests or capital stock or other equity interests stock, as the case may be, of each Subsidiary of the Subsidiaries (a) have excluding Wxxx/Dxxxx Gatherers, a Texas general partnership (“Wxxx/Dxxxx”), and Southern Dome LLC, a Delaware limited liability company (“Southern Dome”), as to which the Company owns a 62.5% partnership interest and a majority limited liability company interest, respectively). All such limited liability company interests, partnership interests or capital stock, as the case may be, has been duly authorized and validly issued (in accordance with the Organizational Documents limited liability company agreements, limited partnership agreements or articles of incorporation and bylaws, as the case may be, of such Subsidiary), entity and are fully paid (in the case of an interest in a limited partnership or limited liability company, to the extent required under the Organizational Documents of such Subsidiarytheir respective limited liability company agreements or limited partnership agreements) and nonassessable non-assessable (except (i) in the case of an interest in a Delaware limited partnership or Delaware limited liability company, as such nonassessability may be affected by Sections 17-607 and 17-804 of the Delaware LP Act or Sections by: (A) Section 18-607 and 18-804 of the Delaware LLC Act, as applicable, (ii) in the case of an interest in a limited partnership or Delaware limited liability company formed under company, (B) Section 17-607 of the laws of another domestic stateDelaware LP Act, as such nonassessability may be affected by similar provisions of such state’s limited partnership or limited liability company statute, as applicable, and (iii) in the case of an interest a Delaware limited partnership, or (C) Sections 3.03, 5.02 and 6.07 of the Texas LP Act, in an entity formed under the laws case of a foreign jurisdiction, as Texas limited partnership); and all such nonassessability may be affected by similar provisions of such jurisdiction’s corporate, partnership or limited liability company statute, if any, as applicable) and (b) interests are owned, directly or indirectly, by the Partnership, owned free and clear of all Liens liens, encumbrances (except restrictions on transferability as described in the Registration Statement, the Pre-Pricing Prospectus, the Prospectus or any Permitted Free Writing Prospectuses), security interests, equities, charges and other claims (other than Liens those arising under the Compressco Credit Facility, the Indenture, and the Organizational Documents of such Subsidiaries. The Partnership or one of its Subsidiaries has the unrestricted right to vote, and (subject to limitations imposed by applicable law) to receive dividends and distributions on, all capital securities of its Subsidiaries as owned by the Partnership or such SubsidiaryAgreements).

Ownership of the Subsidiaries. All The Partnership, directly or indirectly, owns 100% of the outstanding shares capital stock, limited liability company interests or partnership interests, as the case may be, in the Subsidiaries (other than Battleground Oil Specialty Terminal Company LLC (“BOSTCO”) and Frontera Brownsville LLC (“Frontera”), in which the Partnership indirectly owns a 42.5% and 50% limited liability company interest, respectively) free and clear of all liens, encumbrances, security interests, equities, charges and other claims, except for liens created pursuant to the Credit Facility. Such capital stock stock, limited liability company interests or other equity limited partner interests of each Subsidiary (a) have been duly authorized and validly issued (in accordance with the certificate of incorporation, partnership agreement, limited liability company agreement, certificate of formation or other constituent document (collectively, the “Organizational Documents Documents”) of such Subsidiary)the respective Subsidiaries, and are fully paid (in the case of an interest in a limited partnership liability company or a limited liability companypartnership, to the extent required under the Organizational Documents of such Subsidiarytheir respective limited liability company agreement or limited partnership agreement) and nonassessable (except (i) in the case of an interest in a Delaware limited partnership or Delaware limited liability company, as such nonassessability may be affected by Sections 18-303 and 18-607 of the Delaware Limited Liability Company Act (the “Delaware LLC Act”), in the case of a Delaware limited liability company, or Sections 17-303 and 17-607 and 17-804 of the Delaware LP Act or Sections 18-607 and 18-804 of the Delaware LLC Act, as applicable, (ii) in the case of an interest in a Delaware limited partnership or limited liability company formed under the laws of another domestic state, as such nonassessability may be affected by similar provisions of such state’s limited partnership or limited liability company statute, as applicable, and (iii) in partnership). In the case of an interest in an entity formed under the laws of a foreign jurisdiction, as such nonassessability may be affected by similar provisions of such jurisdiction’s corporate, partnership or Subsidiary that is a limited liability company statute, if any, as applicable) and (b) are owned, directly or indirectly, by the Partnership, free and clear of all Liens other than Liens arising under the Compressco Credit Facilitypartnership, the Indenture, general partner interests therein have been duly authorized and validly issued in accordance with the Organizational Documents limited partnership agreements of such the respective Subsidiaries. The Partnership or one of its Subsidiaries has the unrestricted right to vote, and (subject to limitations imposed by applicable law) to receive dividends and distributions on, all capital securities of its Subsidiaries as owned by the Partnership or such Subsidiary.

Ownership of the Subsidiaries. All of the outstanding shares of capital stock or other equity interests of each Subsidiary (a) have been duly authorized and validly issued (in accordance with the Organizational Documents of such Subsidiary), are fully paid (in the case of an interest in a limited partnership or limited liability company, to the extent required under the Organizational Documents of such Subsidiary) and nonassessable (except (i) in the case of an interest in a Delaware limited partnership or Delaware limited liability company, as such nonassessability may be affected by Sections 17-607 and 17-804 of the Delaware LP Act or Sections 18-607 and 18-804 of the Delaware LLC Act, as applicable, (ii) in the case of an interest in a limited partnership or limited liability company formed under the laws of another domestic state, as such nonassessability may be affected by similar provisions of such state’s limited partnership or limited liability company statute, as applicable, and (iii) in the case of an interest in an entity formed under the laws of a foreign jurisdiction, as such nonassessability may be affected by similar provisions of such jurisdiction’s corporate, partnership or limited liability company statute, if any, as applicable) and (b) are owned, directly or indirectly, by the Partnership, and, after giving effect to the Refinancing, free and clear of all Liens other than Liens arising under the Compressco Credit Facility, the New Indenture, and the Organizational Documents of such Subsidiaries. The Partnership or one of its Subsidiaries has the unrestricted right to vote, and (subject to limitations imposed by applicable law) to receive dividends and distributions on, all capital securities of its Subsidiaries as owned by the Partnership or such Subsidiary.

Ownership of the Subsidiaries. All The Company owns, directly or indirectly, and at the Closing Date will own, directly or indirectly, all of the issued and outstanding shares limited liability company interests or partnership interests, as applicable, in each of capital stock the Subsidiaries; such limited liability company interests or other equity partnership interests of each Subsidiary (a) have been duly authorized and validly issued (in accordance with the limited liability company agreement or partnership agreement, as applicable, of each Subsidiary (as the same may be amended or restated, the “Subsidiary Organizational Documents of such Subsidiary), Documents”) and are fully paid (in the case of an interest in a limited partnership or limited liability company, to the extent required under the applicable Subsidiary Organizational Documents of such SubsidiaryDocuments) and nonassessable (except (i) in the case of an interest in a Delaware limited partnership or Delaware limited liability company, as such nonassessability may be affected by Sections 1718-607 and 17-804 of the Delaware LP Act or Sections 303, 18-607 and 18-804 of the Delaware LLC ActLimited Liability Company Act (“DLLCA”), as applicable, and (ii) in the case of an interest in a Delaware limited partnership or limited liability company formed under the laws of another domestic statepartnership, as such nonassessability may be affected by similar provisions Sections 17-303, 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act (the “DRULPA”)); and, except as otherwise set forth in the Disclosure Package and the Prospectus, such state’s limited partnership or limited liability company statuteinterests or partnership interests, as applicable, and (iii) in the case of an interest in an entity formed under the laws of a foreign jurisdiction, as such nonassessability may be affected by similar provisions of such jurisdiction’s corporate, partnership or limited liability company statute, if any, as applicable) and (b) are owned, directly or indirectly, by the PartnershipCompany, free and clear of all any perfected security interest or any other security interests, claims, charges, liens or encumbrances (“Liens”), except for (1) Liens other than under that certain Second Amended and Restated Credit Agreement dated as of June 11, 2015, among the Company, as borrower, Bank of Montreal, as administrative agent, and the lenders party thereto, as amended (the “Credit Agreement”), (2) Liens created or arising under the Compressco Credit FacilityDLLCA or DRULPA and (3) such Liens as would not, individually or in the aggregate, have a Material Adverse Effect. Other than the Subsidiaries, the Indenture, and the Organizational Documents Company has no significant subsidiaries as defined by Rule 1-02 of such Subsidiaries. The Partnership or one of its Subsidiaries has the unrestricted right to vote, and (subject to limitations imposed by applicable law) to receive dividends and distributions on, all capital securities of its Subsidiaries as owned by the Partnership or such Subsidiary.Regulation S-X.