Blocker LLC and Splitter LP Sample Clauses

Blocker LLC and Splitter LP. Except as disclosed on Schedule 3.19, (a) Sponsor owns all of the Blocker LLC Interests; (b) Sponsor and Blocker LLC collectively own all of the Splitter LP Interest, (c) since its incorporation, Blocker LLC has not conducted any business or activity other than ownership of membership interests in Splitter LP; (d) since its formation, Splitter LP has not conducted any business or activity other than ownership of membership interests in the Company; (e) neither Blocker LLC or Splitter LP has any Indebtedness or any employees; (f) Blocker LLC is a limited liability company duly organized, validly existing and in good standing under the laws of the state of Delaware; (g) Blocker LLC has the power and authority, and Blocker LLC possesses all licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to carry on its business as presently conducted; (h) Splitter LP is a limited partnership duly organized, validly existing and in good standing under the laws of the state of Delaware; (i) Splitter LP has the power and authority, and Splitter LP possesses all licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to carry on its business as presently conducted, and (j) as of the date hereof, there are no lawsuits, claims, suits, proceedings or investigations pending or to the knowledge of Sponsor and to the Knowledge of the Company, threatened against Blocker LLC or Splitter LP.