Common use of Subsidiaries; Equity Interests; Taxpayer Identification Number Clause in Contracts

Subsidiaries; Equity Interests; Taxpayer Identification Number. Other than those specifically disclosed in Part (a) of Schedule 5.13 or as disclosed from time to time pursuant to Sections 6.12, the Borrower has no Subsidiaries and all of the outstanding Equity Interests in the Borrower’s Subsidiaries have been validly issued, are fully paid and nonassessable and are owned in the amounts so disclosed free and clear of all Liens other than the Liens created pursuant to the Loan Documents. Set forth on Part (b) of Schedule 5.13, as of the Closing Date, as supplemented by each report required to be delivered pursuant to Section 6.02(k), as of the date of such report is: (i) a complete and accurate list of all Loan Parties showing as of such date the jurisdiction of its formation, the address of its principal place of business, its U.S. taxpayer identification number or, in the case of any non-U.S. Loan Party that does not have a U.S. taxpayer identification number, its unique identification number issued to it by the jurisdiction of its incorporation, and, for the preceding 5 years, any other jurisdiction of organization and any other name (including any trade or fictitious name) used by such Loan Party, and (ii) a complete and accurate list of the Investments of the type permitted by Sections 7.02(d), (i) or (j) and Investments in Partially Owned Operating Companies. All of the outstanding Equity Interests in the Borrower have been validly issued, are fully paid and nonassessable, except with respect to additional contributions required to be made by General Partner pursuant to the Borrower’s Partnership Agreement or applicable Law.

Appears in 4 contracts

Samples: Intercreditor Agreement (Targa Resources Partners LP), Credit Agreement (Targa Midstream Services Limited Partnership), Credit Agreement (Targa Resources Partners LP)

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Subsidiaries; Equity Interests; Taxpayer Identification Number. Other than those specifically disclosed in Part (a) of Schedule 5.13 (or as disclosed from time to time a replacement thereof delivered pursuant to Sections 6.12Section 6.02(k)), as of the Closing Date and as of each date a replacement Schedule 5.13 is delivered pursuant to Section 6.02(k), the Borrower has no Subsidiaries Subsidiaries, and all of the outstanding Equity Interests in the Borrower’s Subsidiaries have been validly issued, are fully paid (in the case of an interest in a limited partnership or limited liability company, to the extent required under such Subsidiary’s organizational documents) and nonassessable (except as such nonassessability may be affected by the matters described in Section 18-607 and 18-804 of the Delaware Limited Liability Act and Sections 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act (“DRULPA”)) and are owned owned, directly or indirectly by the Borrower, in the amounts so disclosed free and clear of all Liens other than the Liens created pursuant to the Loan DocumentsDocuments and each such Subsidiary is a Restricted Subsidiary, Included Unrestricted Subsidiary or Unrestricted Subsidiary that is not an Included Unrestricted Subsidiary, in each case as set forth on Schedule 5.13 (or a replacement thereof delivered pursuant to Section 6.02(k)). Set forth on Part (b) of Schedule 5.13, as of the Closing Date, as supplemented by each report required to be 5.13 (or a replacement thereof delivered pursuant to Section 6.02(k)), as of the Closing Date and as of each date of such report is: a replacement Schedule 5.13 is delivered pursuant to Section 6.02(k): (i) a complete and accurate list of all Loan Parties showing as of such date the jurisdiction of its formation, the address of its principal place of business, its U.S. taxpayer identification number or, in the case of any non-U.S. Loan Party that does not have a U.S. taxpayer identification number, its unique identification number issued to it by the jurisdiction of its incorporation, and, for the preceding 5 years, any other jurisdiction of organization and any other name (including any trade or fictitious name) used by such Loan Party, and (ii) a complete and accurate list of the Investments of the type permitted by Sections 7.02(d7.02(a)(x), (i) or (j) and Investments in Partially Owned Operating Companies. All of the outstanding Equity Interests in the Borrower have been validly issued, are fully paid (to the extent required under the Borrower’s Partnership Agreement) and nonassessablenonassessable (except as such nonassessability may be affected by the matters described in Section 17-607 and 17-804 of the DRULPA), except with respect to additional contributions required to be made by General Partner pursuant to the Borrower’s Partnership Agreement or applicable Law.

Appears in 2 contracts

Samples: Third Amendment and Restatement Agreement (Targa Resources Partners LP), Credit Agreement (Targa Resources Partners LP)

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Subsidiaries; Equity Interests; Taxpayer Identification Number. Other than those specifically disclosed in Part (a) of Schedule 5.13 or as disclosed from time to time pursuant to Sections 6.12, the Borrower has no Subsidiaries and all of the outstanding Equity Interests in the Borrower’s Subsidiaries have been validly issued, are fully paid and nonassessable and are owned in the amounts so disclosed free and clear of all Liens other than the Liens created pursuant to the Loan Documents. Set forth on Part (b) of Schedule 5.13, as of the Closing Date, as supplemented by each report required to be delivered pursuant to Section 6.02(k), as of the date of such report is: (i) a complete and accurate list of all Loan Parties showing as of such date the jurisdiction of its formation, the address of its principal place of business, its U.S. taxpayer identification number or, in the case of any non-U.S. Loan Party that does not have a U.S. taxpayer identification number, its unique identification number issued to it by the jurisdiction of its incorporation, and, for the preceding 5 years, any other jurisdiction of organization and any other name (including any trade or fictitious name) used by such Loan Party, and (ii) a complete and accurate list of the Investments of the type permitted by Sections 7.02(d), (i) or (j) and Investments in Partially Owned Operating Companies). All of the outstanding Equity Interests in the Borrower have been validly issued, are fully paid and nonassessable, except with respect to additional contributions required to be made by General Partner pursuant to the Borrower’s Partnership Agreement or applicable Law.

Appears in 1 contract

Samples: Credit Agreement (Targa Resources Partners LP)

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