Ownership of the Operating Subsidiaries Sample Clauses

Ownership of the Operating Subsidiaries. The Partnership directly or indirectly owns the respective percentages of the outstanding capital stock, membership interests or partnership interests, as the case may be, of each Operating Subsidiary as set forth on Schedule II to this Agreement; all such capital stock, membership interests or partnership interests have been duly authorized and validly issued in accordance with the respective Operating Subsidiaries Operative Documents and, in the case of a corporation, limited partnership or general partnership (except with respect to Xxxxxxx Pipeline Company) are fully paid (to the extent required under the applicable Operating Subsidiaries Operative Documents) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act or Sections 17-303, 17-607 and 17-804 of the Delaware LP Act, as the case may be, or any corollary provision of the statutes of any other applicable state of organization); and, in the case of a limited liability company, each of the owners of such membership interest is not required to make any further payments for its purchase of such membership interest, will not be required to make any contributions to an Operating Subsidiary solely by reason of its ownership of such membership interest or its status as a member of such Operating Subsidiary, and have no personal liability for the debts, obligations, and liabilities of such Operating Subsidiary, whether arising in contract, tort or otherwise, solely by reason of being a member of such Operating Subsidiary, except in each case as provided in the applicable Operating Subsidiaries Operative Documents and except for its obligation to repay any funds wrongfully distributed to it as provided in Sections 18-607 and 18-804 of the Delaware LLC Act.
Ownership of the Operating Subsidiaries. The Operating Company owns, directly or indirectly, the equity interests in each of the Operating Subsidiaries set forth in Schedule II; such equity interests owned by the Operating Company are duly authorized and validly issued in accordance with the organizational documents of each Operating Subsidiary, as amended or restated on or prior to the date hereof (the “Operating Subsidiaries’ Organizational Documents”) without violation of any preemptive right, resale right, right of first refusal or similar right, and are fully paid (to the extent required under the Operating Subsidiaries’ Organizational Agreements) and nonassessable (except as such nonassessability may be affected by the applicable statutes of the jurisdiction of formation of the applicable Operating Subsidiary); and the Operating Company owns such equity interests free and clear of all Liens except for Liens pursuant to the credit agreements and related security agreements disclosed or referred to in the Pricing Disclosure Package and the Prospectus.
Ownership of the Operating Subsidiaries. The Operating Company owns, and at each Date of Delivery will own, all of the issued and outstanding shares of capital stock of each of the Operating Subsidiaries; such shares of capital stock will be duly authorized and validly issued in accordance with the articles of incorporation and by-laws of the Operating Subsidiaries and are fully paid and nonassessable (except as such nonassessability may be affected by matters described in Sections 43 and 44 of the Xxxxxxxx Islands Business Corporations Act); and the Operating Company owns such shares of capital stock free and clear of all Liens other than those Liens arising under the Credit Facility.
Ownership of the Operating Subsidiaries. The Operating Partnership directly or indirectly owns the respective percentages of the outstanding membership interests or partnership interests, as the case may be, of each of the Operating Subsidiaries set forth on Schedule III; all such membership interests or partnership interests have been duly authorized and validly issued in accordance with the respective Operating Subsidiaries Operative Documents and (other than the general partnership interest in Xxxxxxx Pipeline) are fully paid (to the extent required under the applicable Operating Subsidiaries Operative Documents) and nonassessable (except as such nonassessability may be affected by Section 18-607 of the Delaware LLC Act or Section 17-607 of the Delaware LP Act, as applicable). The Operating Partnership directly or indirectly owns 45% of the partnership interests of Black Lake, 40% of the membership interests in Discovery and 50% of the membership interests in Pine Tree and Discovery owns 100% of the membership interests in Discovery Sub.
Ownership of the Operating Subsidiaries. Dynagas Equity owns, directly or indirectly, 100% of the equity interests in each of the Operating Subsidiaries; such equity interests have been duly authorized and validly issued in accordance with the bylaws, limited liability company agreement or limited partnership agreement, as applicable and as amended from time to time, of each Operating Subsidiary (the “Operating Subsidiaries’ Organizational Documents”) and are fully paid (to the extent required under the Operating Subsidiaries’ Organizational Documents) and non-assessable (except as such non-assessability may be affected by the applicable statutes of the jurisdiction of formation of the applicable Operating Subsidiary and the Operating Subsidiaries Organizational Documents); and Dynagas Equity owns such equity interests free and clear of all Liens.
Ownership of the Operating Subsidiaries. At the Closing Time and each Date of Delivery, after giving effect to the Transactions, the Partnership will own all of the issued and outstanding membership interests of the Operating Subsidiaries; such membership interests will be duly authorized and validly issued in accordance with the respective limited liability company agreements of the Operating Subsidiaries (as the same may be amended or restated at or prior to the Closing Time, collectively, the “Operating Subsidiary LLC Agreements”) and will be fully paid (to the extent required by the respective Operating Subsidiary LLC Agreements) 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 WRT; and, with the exception of restrictions on transferability as described in the Registration Statement, the General Disclosure Package and the Prospectus, the Partnership will own such membership interests free and clear of all Liens.
Ownership of the Operating Subsidiaries. The Operating Company owns, directly or indirectly, 100% of the issued and outstanding membership interests in each of the Operating Subsidiaries; such membership interests have been duly authorized and validly issued in accordance with the limited liability company agreements of the Operating Subsidiaries, each as amended to date (the “Operating Subsidiaries LLC Agreements”) and are fully paid (to the extent required under the Operating Subsidiaries LLC Agreements) and nonassessable (except as such nonassessability may be affected by Section 18-607 of the Delaware LLC Act); and the Operating Company owns such membership interests free and clear of all liens, encumbrances, security interests, equities, charges or claims other than those arising in connection with the Credit Facility.
Ownership of the Operating Subsidiaries. Liberty LLC owns 100% of the limited liability company, unlimited liability company or corporate interests, as applicable, in each of the Operating Subsidiaries; such limited liability company, unlimited liability company or corporate interests, as applicable, have been duly authorized and validly issued in accordance with the limited liability company, unlimited liability company or corporate agreements of each Operating Subsidiary (as the same may be amended or restated, the “Operating Subsidiary Organizational Documents”) and are fully paid (to the extent required under the applicable Operating Subsidiary Organizational Documents) and non-assessable (except as such non-assessability may be affected by Sections 18-607 and 18-804 of the DLLCA or Section 101.206 of the Texas Business Organizations Code, as applicable); and such limited liability company interests are owned by Liberty LLC, free and clear of all Liens, except (A) Liens under the Credit Agreements and (B) as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus.
Ownership of the Operating Subsidiaries. As of the date hereof, the Operating Company owns, and on the Closing Date will own, directly or indirectly, 100% of the equity interests in each of the Operating Subsidiaries, except Aurora Management Inc. and Faraway Maritime Shipping Company, in which it owns, directly or indirectly, 90% and 60%, respectively, of such equity interests and in which Chinese Petroleum Corporation owns, directly or indirectly, 10% and 40%, respectively, of such equity interests and except PT Golar Indonesia, in which it owns 49% of such equity interests and in which PT Pesona Sentra Utama owns 51% of such equity interests; in each case, such equity interests have been duly authorized and validly issued in accordance with the charter, bylaws, limited liability company agreement or other organizational documents of each Operating Subsidiary (the “Subsidiary Organizational Documents”) and are fully paid (to the extent required under the Subsidiary Organizational Documents) and nonassessable; and the Operating Company owns such equity interests free and clear of all Liens other than Liens arising under the Credit Agreement, the Secured Loan Facility dated November 26, 1997 by the Bank of Taiwan, as lead arranger, Faraway Maritime Shipping Company, as borrower, and the other lenders and arrangers party thereto (the “Mazo Loan Facility”), Liens under joint venture agreements regarding the Xxxxx Xxxx (the “Xxxx XX Documents”), Liens arising under and related to the Lease Agreement dated August 27, 2003 among A&L CF June (3) Limited and Golar LNG 2215
Ownership of the Operating Subsidiaries. (i) The Operating Company directly owns (x) 50% of the equity interests in each of SRV and SRV II, (y) 100% of the equity interests in Höegh Lampung and Höegh FSRU III and (z) 51% of the shares of Höegh LNG Colombia Holding; such equity interests have been duly authorized and validly issued in accordance with the applicable Organizational Documents and are fully paid (to the extent required under the applicable Organizational Documents) and non-assessable (except as such non-assessability may be affected by the applicable statutes of the jurisdiction of formation of the applicable Operating Subsidiary and the applicable Organizational Documents); and the Operating Company owns such equity interests free and clear of all Liens other than Liens described in the Registration Statement, Disclosure Package and the Prospectus, (ii) the Operating Company directly owns 100% of the equity interests in Höegh UK and such equity interests have been duly authorized and validly issued in accordance with the Articles of Association of Höegh UK (the “Höegh UK Agreement”) and are fully paid (to the extent required under the Höegh UK Agreement) and non-assessable (except as such non-assessability may be affected by the applicable statutes of England and Wales and the Höegh UK Agreement); and the Operating Company owns such equity interests free and clear of all Liens; (iii) Höegh Lampung directly owns 49% of the equity interests in PT Hoegh; such equity interests have been duly authorized and validly issued in accordance with the PT Hoegh’s Organizational Documents and are fully paid (to the extent required under the PT Hoegh’s Organizational Documents) and non-assessable (except as such non-assessability may be affected by the applicable statutes of Indonesia and the PT Hoegh’s Organizational Documents); and Höegh Lampung owns such equity interests free and clear of all Liens, other than Liens described in the Registration Statement, Disclosure Package and the Prospectus; (iv) Höegh FSRU III directly owns 100% of the equity interests in Hoegh Cyprus; such equity interests have been duly authorized and validly issued in accordance with Hoegh Cyprus’s Organizational Documents and are fully paid (to the extent required under Hoegh Cyprus’s Organizational Documents) and non-assessable (except as such non-assessability may be affected by the applicable statutes of Cyprus and Hoegh Cyprus’s Organizational Documents); and Höegh FSRU III owns such equity interests free and clear o...