Common use of Ownership of the Subsidiaries Clause in Contracts

Ownership of the Subsidiaries. The Partnership owns, directly or indirectly, 100% of the limited liability company interests or capital stock, as the case may be, in each of the Operating Subsidiaries free and clear of all liens, encumbrances (except as described in the Disclosure Package and the Final Prospectus and except for Permitted Liens), security interests, equities, charges and other claims. 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 the respective Operating Subsidiaries, and are fully paid (to the extent required under their respective limited liability company agreement, as applicable) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act, in the case of a Delaware limited liability company; Section 63.235 of the Oregon Revised Statutes, in the case of an Oregon limited liability company; and Section 86.343 of the Nevada Revised Statutes, in the case of a Nevada limited liability company). The Partnership owns, directly or indirectly, 100% of the limited liability company interests in each of the Non-Operating Subsidiaries (as defined in Section 4(s)) free and clear of all liens, encumbrances (except as described in the Disclosure Package and the Final Prospectus and except for Permitted Liens), security interests, equities, charges and other claims. Such limited liability company interests have been duly authorized and validly issued in accordance with the limited liability company organizational documents of the respective Non-Operating Subsidiaries, and are fully paid (to the extent required under their respective limited liability company agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act, in the case of a Delaware limited liability company; Section 63.235 of the Oregon Revised Statutes, in the case of an Oregon limited liability company; and Section 86.343 of the Nevada Revised Statutes, in the case of a Nevada limited liability company), except for such liens, encumbrances, security interests, equities, charges and other claims, the existence of which, would not, individually or in the aggregate, result in a Material Adverse Effect or materially impair the ability of the Suburban Parties to perform their obligations under this Agreement.

Ownership of the Subsidiaries. The Partnership owns, directly or indirectly, 100% of the limited liability company interests, partnership interests or capital stock, as the case may be, in each of EVPP GP LLC, a Delaware limited liability company (“EVPP GP”), EVCG GP LLC, a Delaware limited liability company (“EVCG GP”), EnerVest Production Partners, Ltd., a Texas limited partnership (“EVPP”), EnerVest Monroe Gathering, Ltd., a Texas limited partnership (“Gathering”), EnerVest Monroe Marketing, Ltd., a Texas limited partnership (“Marketing”), CGAS Properties, L.P., a Delaware limited partnership (“Clinton Properties”), EX Xxxxxx Ltd., a Texas limited partnership (“EX Xxxxxx”) and Finance Corp (collectively, the Operating Subsidiaries “Subsidiaries,”) free and clear of all liens, encumbrances (except as described in the Disclosure Package and the Final Prospectus and except for Permitted LiensProspectus), security interests, equities, charges and other claims. Such limited liability company interests, partnership interests or capital stock, as the case may be, have been duly authorized and validly issued in accordance with the limited liability company agreements, limited partnership agreements or charter documents, as the case may be, of the respective Operating Subsidiaries, and are fully paid (to the extent required under their respective limited liability company agreement or limited partnership agreement) and non-assessable (except (i) in the case of a Delaware limited partnership, as applicablesuch nonassessability may be affected by Sections 17-607 and 17-804 of the Delaware LP Act; (ii) and nonassessable (except in the case of a Delaware limited liability company, as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act, ; (iii) in the case of a Delaware Texas limited liability company; Section 63.235 of the Oregon Revised Statutespartnership, in the case of an Oregon limited liability company; and Section 86.343 of the Nevada Revised Statutes, in the case of a Nevada limited liability company). The Partnership owns, directly or indirectly, 100% of the limited liability company interests in each of the Non-Operating Subsidiaries (as defined in Section 4(s)) free and clear of all liens, encumbrances (except as described in the Disclosure Package and the Final Prospectus and except for Permitted Liens), security interests, equities, charges and other claims. Such limited liability company interests have been duly authorized and validly issued in accordance with the limited liability company organizational documents of the respective Non-Operating Subsidiaries, and are fully paid (to the extent required under their respective limited liability company agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 Section 153.210 of the Delaware LLC Act, in the case of a Delaware limited liability companyTexas Business Organizations Code; Section 63.235 of the Oregon Revised Statutes, and (iv) in the case of an Oregon interest in a limited liability company; and Section 86.343 company formed under the laws of the Nevada Revised Statutesanother domestic state, in the case as such nonassessability may be affected by similar provisions of a Nevada such state’s limited liability company), except for such liens, encumbrances, security interests, equities, charges and other claims, the existence of which, would not, individually or in the aggregate, result in a Material Adverse Effect or materially impair the ability of the Suburban Parties to perform their obligations under this Agreementcompany statute.

Ownership of the Subsidiaries. The Other than (i) Xxxxxxx Lime Gathering, of which the Partnership owns indirectly 60% of the outstanding membership interests, (ii) ELG Oil, and ELG Utility, of which the Partnership owns indirectly 60% of the outstanding membership interests, (iii) RIGS Haynesville Partnership Co., a Delaware general partnership (“RIGS HPC”), of which the Partnership indirectly owns 49.99% of the outstanding partnership interests, (iv) Lone Star NGL LLC, a Delaware limited liability company, of which the Partnership owns 30% of the outstanding limited liability company interests, (v) RIGS GP LLC, a Delaware limited liability company, and Regency Intrastate Gas LP, a Delaware limited partnership, which are wholly owned, directly or indirectly, by RIGS HPC, (vi) Midcontinent Express Pipeline LLC, a Delaware limited liability company (“MEP”), of which the Partnership owns, directly or indirectly, 50% of the outstanding limited liability company interests, and (vii) Ranch Westex JV LLC, a Delaware limited liability company, of which the Partnership owns, directly or indirectly, 33.33% of the outstanding limited liability company interests, the Partnership owns 100% of the outstanding partnership interests, limited liability company interests or capital stock, as the case may be, in each of the Operating Subsidiaries free and clear of all liens, encumbrances (except as described in the Disclosure Package and the Final Prospectus and except for Permitted Liens)encumbrances, security interests, equities, charges and claims, except for liens created pursuant to the Fifth Amended and Restated Credit Agreement, effective as of March 4, 2010 (as amended), by and among the Operating Partnership, as Borrower, the Partnership and the other claimsguarantors named therein and the lenders party thereto (the “Credit Agreement”). Such limited liability company ownership interests or capital stock, as the case may be, have been are duly authorized and validly issued in accordance with the limited liability company or charter documents, as the case may be, organizational documents of the respective Operating Subsidiaries, and are fully paid (to the extent required under their respective limited liability company agreement, as applicableorganizational documents) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act (the “Delaware LLC Act”), in the case of a Delaware limited liability company; Section 63.235 , Sections 17-303, 17-607 and 17-804 of the Oregon Delaware Revised Statutes, in Uniform Limited Partnership Act (the case of an Oregon limited liability company; and Section 86.343 of the Nevada Revised Statutes“Delaware LP Act”), in the case of a Nevada Delaware limited partnership, or Section 21:1328 of the Louisiana Business Corporation Law, in the case of a Louisiana limited liability company). The Partnership ownsIn the case of an Operating Subsidiary that is a limited partnership, directly or indirectly, 100% of the limited liability company general partner interests in each of the Non-Operating Subsidiaries (as defined in Section 4(s)) free and clear of all liens, encumbrances (except as described in the Disclosure Package and the Final Prospectus and except for Permitted Liens), security interests, equities, charges and other claims. Such limited liability company interests have been therein are duly authorized and validly issued in accordance with the limited liability company organizational documents partnership agreements of the respective Non-Operating Subsidiaries, and are fully paid (to the extent required under their respective limited liability company agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act, in the case of a Delaware limited liability company; Section 63.235 of the Oregon Revised Statutes, in the case of an Oregon limited liability company; and Section 86.343 of the Nevada Revised Statutes, in the case of a Nevada limited liability company), except for such liens, encumbrances, security interests, equities, charges and other claims, the existence of which, would not, individually or in the aggregate, result in a Material Adverse Effect or materially impair the ability of the Suburban Parties to perform their obligations under this Agreement.

Ownership of the Subsidiaries. The Partnership owns, directly or indirectly, 100% of the limited liability company interests or capital stock, as the case may be, in each of the Operating Subsidiaries free and clear of all liens, encumbrances (except as described in the Disclosure Package and the Final Prospectus and except for Permitted Liens), security interests, equities, charges and other claims. 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 the respective Operating Subsidiaries, and are fully paid (to the extent required under their respective limited liability company agreement, as applicable) and nonassessable non-assessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act, in the case of a Delaware limited liability company; Section 63.235 of the Oregon Revised Statutes, in the case of an a Oregon limited liability company; and Section 86.343 of the Nevada Revised Statutes, in the case of a Nevada limited liability company). The Except for Suburban Plumbing New Jersey LLC, the Partnership owns, directly or indirectly, 100% of the limited liability company interests, limited partner interests or capital stock, as the case may be, in each of the Non-Operating Subsidiaries (as defined in Section 4(s)) free and clear of all liens, encumbrances (except as described in the Disclosure Package and the Final Prospectus and except for Permitted Liens), security interests, equities, charges and other claims. 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 organizational documents or charter documents, as the case may be, of the respective Non-Operating Subsidiaries, and are fully paid (to the extent required under their respective limited liability company agreement) and nonassessable non-assessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act, in the case of a Delaware limited liability company; Section 63.235 of the Oregon Revised Statutes, in the case of an a Oregon limited liability company; and Section 86.343 of the Nevada Revised Statutes, in the case of a Nevada limited liability company), except for such liens, encumbrances, security interests, equities, charges and other claims, the existence of which, would not, individually or in the aggregate, result in a Material Adverse Effect or materially impair the ability of the Suburban Parties to perform their obligations under this Agreement.

Ownership of the Subsidiaries. The At the Closing Date, other than (i) Xxxxxxx Lime Gathering, LLC, a Texas limited liability company (“Xxxxxxx Lime”), of which the Partnership owns 60% of the outstanding limited liability company interests, (ii) ELG Oil LLC, a Delaware limited liability company, and ELG Utility LLC, a Delaware limited liability company, which are wholly owned directly by Xxxxxxx Lime, (iii) RIGS Haynesville Partnership Co., a Delaware general partnership (“RIGS HPC”), of which the Partnership indirectly owns 49.99% of the outstanding partnership interests, (iv) Lone Star NGL LLC, a Delaware limited liability company, of which the Partnership owns 30% of the outstanding limited liability company interests, (v) RIGS GP LLC, a Delaware limited liability company, and Regency Intrastate Gas LP, a Delaware limited partnership, which are wholly owned, directly or indirectly, by RIGS HPC, (vi) Midcontinent Express Pipeline LLC, a Delaware limited liability company (“MEP”), of which the Partnership owns, directly or indirectly, 50% of the outstanding limited liability company interests, and (vii) Ranch Westex JV LLC, a Delaware limited liability company, of which the Partnership owns 33.33% of the outstanding limited liability company interests, the Partnership owns 100% of the outstanding partnership interests, limited liability company interests or capital stock, as the case may be, in the Operating Partnership, the Operating Partnership GP and each of the Subsidiaries (collectively, the “Operating Subsidiaries Subsidiaries”) free and clear of all liens, encumbrances (except as described in the Disclosure Package and the Final Prospectus and except for Permitted Liens)encumbrances, security interests, equities, charges and other claims. Such limited liability company interests or capital stock, except for liens created pursuant to the Fifth Amended and Restated Credit Agreement, effective as of March 4, 2010 (as amended), by and among the Operating Partnership, as Borrower, the case may bePartnership and the other guarantors named therein and the lenders party thereto (the “Credit Agreement”). At the Closing Date, have been such ownership interests will be duly authorized and validly issued in accordance with the limited liability company or charter documents, as the case may be, organizational documents of the respective Operating Subsidiaries, and are will be fully paid (to the extent required under their respective limited liability company agreement, as applicableorganizational documents) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act (the “Delaware LLC Act”), in the case of a Delaware limited liability company; Section 63.235 , Sections 17-303, 17-607 and 17-804 of the Oregon Delaware Revised StatutesUniform Limited Partnership Act (the “Delaware LP Act”), in the case of a Delaware limited partnership, or Section 21:1328 of the Louisiana Business Corporation Law, in the case of a Louisiana limited liability company). At the Closing Date, in the case of an Oregon Operating Subsidiary that is a limited liability company; and Section 86.343 of partnership, the Nevada Revised Statutes, in the case of a Nevada limited liability company). The Partnership owns, directly or indirectly, 100% of the limited liability company general partner interests in each of the Non-Operating Subsidiaries (as defined in Section 4(s)) free and clear of all liens, encumbrances (except as described in the Disclosure Package and the Final Prospectus and except for Permitted Liens), security interests, equities, charges and other claims. Such limited liability company interests have been therein will be duly authorized and validly issued in accordance with the limited liability company organizational documents partnership agreements of the respective Non-Operating Subsidiaries, and are fully paid (to the extent required under their respective limited liability company agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act, in the case of a Delaware limited liability company; Section 63.235 of the Oregon Revised Statutes, in the case of an Oregon limited liability company; and Section 86.343 of the Nevada Revised Statutes, in the case of a Nevada limited liability company), except for such liens, encumbrances, security interests, equities, charges and other claims, the existence of which, would not, individually or in the aggregate, result in a Material Adverse Effect or materially impair the ability of the Suburban Parties to perform their obligations under this Agreement.