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, the Operating Partnership and the Co-Issuer free and clear of all liens, encumbrances, security interests, equities, charges and other claims, in each case, except as described in the Disclosure Package and the Prospectus and except for liens created by, or pursuant to, or permitted under the Credit Agreement. 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 the Co-Issuer, and are fully paid (to the extent required under their respective limited liability company agreement) and 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 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, limited partner interests or capital stock, as the case may be, in each of the Non-Operating Subsidiaries (as defined in Section 1(o)) free and clear of all liens, encumbrances, security interests, equities, charges and other claims, in each case, except as described in the Disclosure Package and the Prospectus and except for liens created by, or pursuant to, or permitted under the Credit Agreement. 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 Non-Operating Subsidiaries, and are fully paid (to the extent required under their respective limited liability company agreement) and 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 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 Change or materially impair the ability of the Issuers and the Operating Partnership to perform their obligations under this Agreement.

Ownership of the Subsidiaries. The Partnership owns, directly or indirectly, 100% All of the limited liability company outstanding shares of capital stock or other equity interests or capital stock, as the case may be, in of each of the Operating Subsidiaries, the Operating Partnership and the Co-Issuer free and clear of all liens, encumbrances, security interests, equities, charges and other claims, in each case, except as described in the Disclosure Package and the Prospectus and except for liens created by, or pursuant to, or permitted under the Credit Agreement. Such limited liability company interests or capital stock, as the case may be, Subsidiary (a) have been duly authorized and validly issued (in accordance with the limited liability company or charter documentsOrganizational Documents of such Subsidiary), as the case may be, of the respective Operating Subsidiaries and the Co-Issuer, and are fully paid (in the case of an interest in a limited partnership or limited liability company, to the extent required under their respective the Organizational Documents of such Subsidiary) and nonassessable (except (i) in the case of an interest in a Delaware limited partnership or Delaware limited liability company agreement) and non-assessable (except company, as such nonassessability may be affected by Sections 17-607 and 17-804 of the Delaware LP Act or 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 Statutesas applicable, (ii) in the case of an Oregon interest in a 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 partnership 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 1(o)) free and clear of all liens, encumbrances, security interests, equities, charges and other claims, in each case, except as described in the Disclosure Package and the Prospectus and except for liens created by, or pursuant to, or permitted formed under the Credit Agreement. Such limited liability company interests or capital stocklaws of another domestic state, 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 Non-Operating Subsidiaries, and are fully paid (to the extent required under their respective limited liability company agreement) and non-assessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 similar provisions of the Delaware LLC Act, in the case of a Delaware such state’s limited partnership or limited liability company; Section 63.235 of the Oregon Revised Statutescompany statute, as applicable, and (iii) in the case of an Oregon interest in an entity formed under the laws of a foreign jurisdiction, as such nonassessability may be affected by similar provisions of such jurisdiction’s corporate, partnership or limited liability company; company statute, if any, as applicable) and Section 86.343 (b) are owned, directly or indirectly, by the Partnership, free and clear of all Liens other than Liens arising under the Nevada Revised Statutes, in the case of a Nevada limited liability company), except for such liens, encumbrances, security interests, equities, charges and other claimsCompressco Credit Facility, the existence of whichIndenture, would not, individually or in the aggregate, result in a Material Adverse Change or materially impair the ability of the Issuers and the Operating Organizational Documents of such Subsidiaries. The Partnership or one of its Subsidiaries has the unrestricted right to perform their obligations under this Agreementvote, and (subject to limitations imposed by applicable law) to receive dividends and distributions on, all capital securities of its Subsidiaries as owned by the Partnership or such Subsidiary.

Ownership of the Subsidiaries. The Partnership owns, directly or indirectly, 100% All of the limited liability company outstanding shares of capital stock or other equity interests or capital stock, as the case may be, in of each of the Operating Subsidiaries, the Operating Partnership and the Co-Issuer free and clear of all liens, encumbrances, security interests, equities, charges and other claims, in each case, except as described in the Disclosure Package and the Prospectus and except for liens created by, or pursuant to, or permitted under the Credit Agreement. Such limited liability company interests or capital stock, as the case may be, Subsidiary (a) have been duly authorized and validly issued (in accordance with the limited liability company or charter documentsOrganizational Documents of such Subsidiary), as the case may be, of the respective Operating Subsidiaries and the Co-Issuer, and are fully paid (in the case of an interest in a limited partnership or limited liability company, to the extent required under their respective the Organizational Documents of such Subsidiary) and nonassessable (except (i) in the case of an interest in a Delaware limited partnership or Delaware limited liability company agreement) and non-assessable (except company, as such nonassessability may be affected by Sections 17-607 and 17-804 of the Delaware LP Act or 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 Statutesas applicable, (ii) in the case of an Oregon interest in a 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 partnership 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 1(o)) free and clear of all liens, encumbrances, security interests, equities, charges and other claims, in each case, except as described in the Disclosure Package and the Prospectus and except for liens created by, or pursuant to, or permitted formed under the Credit Agreement. Such limited liability company interests or capital stocklaws of another domestic state, 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 Non-Operating Subsidiaries, and are fully paid (to the extent required under their respective limited liability company agreement) and non-assessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 similar provisions of the Delaware LLC Act, in the case of a Delaware such state’s limited partnership or limited liability company; Section 63.235 of the Oregon Revised Statutescompany statute, as applicable, and (iii) in the case of an Oregon interest in an entity formed under the laws of a foreign jurisdiction, as such nonassessability may be affected by similar provisions of such jurisdiction’s corporate, partnership or limited liability company; company statute, if any, as applicable) and Section 86.343 (b) are owned, directly or indirectly, by the Partnership, and, after giving effect to the Refinancing, free and clear of all Liens other than Liens arising under the Nevada Revised StatutesNew Indenture, 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 Change or materially impair the ability of the Issuers and the Operating Organizational Documents of such Subsidiaries. The Partnership or one of its Subsidiaries has the unrestricted right to perform their obligations under this Agreementvote, and (subject to limitations imposed by applicable law) to receive dividends and distributions on, all capital securities of its Subsidiaries as owned by the Partnership or such Subsidiary.

Ownership of the Subsidiaries. The Partnership ownsPartnership, directly or indirectly, owns 100% of the outstanding capital stock, limited liability company interests or capital stockpartnership interests, as the case may be, in each of the Operating Subsidiaries, the Operating Partnership Subsidiaries (other than Battleground Oil Specialty Terminal Company LLC (“BOSTCO”) and the Co-Issuer free and clear of all liens, encumbrances, security interests, equities, charges and other claimsFrontera Brownsville LLC (“Frontera”), in each case, except as described in which the Disclosure Package Partnership indirectly owns a 42.5% and the Prospectus and except for liens created by, or pursuant to, or permitted under the Credit Agreement. Such 50% limited liability company interests or capital stockinterest, 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 the Co-Issuer, and are fully paid (to the extent required under their respective limited liability company agreement) and 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 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, limited partner interests or capital stock, as the case may be, in each of the Non-Operating Subsidiaries (as defined in Section 1(o)respectively) free and clear of all liens, encumbrances, security interests, equities, charges and other claims, in each case, except as described in the Disclosure Package and the Prospectus and except for liens created by, or pursuant to, or permitted under to the Credit AgreementFacility. Such capital stock, limited liability company interests or capital stocklimited partner interests have been duly authorized and validly issued in accordance with the certificate of incorporation, as partnership agreement, limited liability company agreement, certificate of formation or other constituent document (collectively, the “Organizational Documents”) of the respective Subsidiaries, and are fully paid (in the case of an interest in a limited liability company or a limited partnership, to the extent required under their respective limited liability company agreement or limited partnership agreement) and nonassessable (except as such nonassessability may bebe affected by Sections 18-303 and 18-607 of the Delaware Limited Liability Company Act (the “Delaware LLC Act”), in the case of a Delaware limited liability company, or Sections 17-303 and 17-607 of the Delaware LP Act, in the case of a Delaware limited partnership). In the case of a Subsidiary that is a limited partnership, the general partner interests therein have been duly authorized and validly issued in accordance with the limited liability company or charter documents, as the case may be, partnership agreements of the respective Non-Operating Subsidiaries, and are fully paid (to the extent required under their respective limited liability company agreement) and 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 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 Change or materially impair the ability of the Issuers and the Operating Partnership to perform their obligations under this Agreement.