Common use of Title to Subject Interests Clause in Contracts

Title to Subject Interests. (a) The Subject Interests (i) represent a 25% limited partner interest in DevCo I LP and (ii) were duly authorized and validly issued and are fully paid and non-assessable (except as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the DRULPA). The Subject Interests are not subject to and were not issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of local or state law applicable to the Subject Interests, the DevCo I Partnership Agreement or any contract, arrangement or agreement to which CONE Gathering or any of its Affiliates is a party or to which it or any of their respective properties or assets is otherwise bound. (b) CONE Gathering has good and valid record and beneficial title to the Subject Interests, free and clear of any and all Liens (other than restrictions on transfer under applicable federal and state securities laws), and, except as provided or created by the DevCo I Partnership Agreement, the Securities Act or applicable securities laws, the Subject Interests are free and clear of any restrictions on transfer, Taxes or claims. There are no options, warrants, purchase rights, contracts, commitments or other securities exercisable or exchangeable for the Subject Interests, or for the repurchase or redemption of the Subject Interests. Immediately after the Closing, the Partnership will have good and valid record and beneficial title to the Subject Interests, free and clear of any Liens (other than restrictions on transfer under applicable federal and state securities laws).

Title to Subject Interests. (a) The Subject Interests (i) represent a 25% limited partner interest in DevCo I LP and (ii) were duly authorized and validly issued and are fully paid and non-assessable (except as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the DRULPA). The Subject Interests are not subject to and were not issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of local or state law applicable to the Subject Interests, the DevCo I Partnership Agreement or any contract, arrangement or agreement to which CONE Gathering or any of its Affiliates is a party or to which it or any of their respective properties or assets is otherwise bound. (b) CONE Gathering has good and valid record and beneficial title to the Subject Interests, free and clear of any and all Liens (other than restrictions on transfer under applicable federal and state securities laws), and, except as provided or created by the DevCo I Partnership Agreement, the Securities Act or applicable securities laws, the Subject Interests are free and clear of any restrictions on transfer, Taxes or claims. There are no options, warrants, purchase rights, contracts, commitments or other securities exercisable or exchangeable for the Subject Interests, or for the repurchase or redemption of the Subject Interests. Immediately after the Closing, the Partnership will have good and valid record and beneficial title to the Subject Interests, free and clear of any Liens (other than restrictions on transfer under applicable federal and state securities laws).

Title to Subject Interests. (a) The Subject Interests (i) represent a 25% limited partner interest in DevCo I LP and (ii) were duly authorized and validly issued and are fully paid and non-assessable (except as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the DRULPA). The Subject Interests are not subject to and were not issued in violation of any 7 purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of local or state law applicable to the Subject Interests, the DevCo I Partnership Agreement or any contract, arrangement or agreement to which CONE Gathering or any of its Affiliates is a party or to which it or any of their respective properties or assets is otherwise bound. (b) CONE Gathering has good and valid record and beneficial title to the Subject Interests, free and clear of any and all Liens (other than restrictions on transfer under applicable federal and state securities laws), and, except as provided or created by the DevCo I Partnership Agreement, the Securities Act or applicable securities laws, the Subject Interests are free and clear of any restrictions on transfer, Taxes or claims. There are no options, warrants, purchase rights, contracts, commitments or other securities exercisable or exchangeable for the Subject Interests, or for the repurchase or redemption of the Subject Interests. Immediately after the Closing, the Partnership will have good and valid record and beneficial title to the Subject Interests, free and clear of any Liens (other than restrictions on transfer under applicable federal and state securities laws).