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 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, Company directly or indirectly, indirectly owns of record 100% of the limited liability company interests, partnership interests or capital stock, as the case may be, in of each of the Operating Subsidiaries free (excluding XxxXx, CPG, CWDPL, CWDPL Holdings, CHC, Mid-Continent and clear of all liensRocky Mountains) except with respect to (i) Xxxx/Xxxxx, encumbrances as to which the Company owns a 62.5% partnership interest, (except ii) Southern Dome, as described in to which the Disclosure Package and the Final Prospectus and except for Permitted Liens), security interests, equities, charges and other claims. Such Company owns a majority limited liability company interest, (iii) Bighorn, as to which the Company owns a 51% limited liability company interest, (iv) Fort Union, as to which the Company owns a 37.04% limited liability company interest, (v) Liberty Pipeline, as to which the Company owns a 50% limited liability company interest, (vi) Eagle Ford Gathering, as to which the Company owns a 50% limited liability company interest and (vii) Double Eagle, as to which the Company owns a 50% limited liability company interest ((i)-(vii) collectively, the “Joint Venture Entities)). All such limited liability company interests (other than Copano Processing/Louisiana, LLC), 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, partnership agreements or charter documentsarticles of incorporation and bylaws, as the case may be, of the respective Operating Subsidiaries, such entity and are fully paid (to the extent required under their respective limited liability company agreement, as applicableagreements or partnership agreements) and nonassessable non-assessable (except as such nonassessability may be affected by by: (A) Sections 18-607 and 18-804 of the Delaware LLC Act, in the case of a Delaware limited liability company; Section 63.235 , (B) Sections 17-607 and 17-804 of the Oregon Revised Statutes, in the case of an Oregon limited liability company; and Section 86.343 of the Nevada Revised StatutesDelaware LP Act, in the case of a Nevada Delaware limited partnership, (C) Sections 153.102, 153.103, 153.202 and 153.210 of the TBOC, in the case of a Texas limited partnership, or (D) Section 101.206 of the TBOC, in the case of a Texas limited liability company). The Partnership owns, directly or indirectly, 100% of the limited liability company ; and all such interests in each of the Non-Operating Subsidiaries (as defined in Section 4(s)) are owned free and clear of all liens, encumbrances (except restrictions on transferability as described in the Disclosure Package and Registration Statement, the Final Time of Sale Information or the Prospectus and except for Permitted Liensor, in the case of each of the Joint Venture Entities, as set forth in its partnership agreement or limited liability agreement, as the case may be), security interests, equities, charges and other claims. Such limited liability company interests have been duly authorized and validly issued claims (other than those arising under the Credit Agreement) (i) in accordance with respect of which a financing statement under the limited liability company organizational documents Uniform Commercial Code of the respective Non-Operating SubsidiariesState of Delaware or Texas naming the Company is on file as of a recent date in the office of the Secretary of State of the State of Delaware or Texas or (ii) otherwise known to me, and are fully paid (to without independent investigation, other than those created by or arising under 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 TBOC, the DGCL, the Delaware LP Act or 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.