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 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.