Ownership of the Partnership. (a) The Company indirectly owns all of the issued and outstanding shares of Targa GP Inc., a Delaware corporation (“TGPI”). Such shares have been duly and validly authorized and issued in accordance with the Organizational Documents of TGPI and are fully paid and nonassessable and the Company owns such shares free and clear of all Liens (except restrictions on transferability and other Liens (y) arising under the Company Credit Agreement or (z) arising under the TGPI Organizational Documents.
Ownership of the Partnership. WES, directly and indirectly, owns a 98.0% limited partner interest in the Partnership; such limited partner interests have been duly authorized and validly issued in accordance with the limited partnership agreement of the Partnership and are fully paid (to the extent required by the limited partnership agreement of the Partnership) and nonassessable (except as such nonassessability may be affected by (i) matters described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) Sections 17-303, 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”)); and WES owns such limited partner interests free and clear of all Liens.
Ownership of the Partnership. EPPP SNG owns an 85% general partnership interest in the Partnership, and El Paso SNG owns a 15% general partnership interest in the Partnership; such general partnership interests are duly authorized and validly issued in accordance with the General Partnership Agreement of the Partnership dated as of November 1, 2007, as amended (the “Partnership Agreement”), and are fully paid (to the extent required by the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 15-309 and 15-807 of the Delaware Revised Uniform Partnership Act (the “Delaware GP Act”)); and each of EPPP SNG and El Paso SNG owns such general partnership interests free and clear of all liens, encumbrances, security interests, charges or claims (collectively, “Liens”), other than restrictions on transfers arising under applicable securities laws or the Partnership Agreement.
Ownership of the Partnership. EPPP SNG owns an 85% general partnership interest in the Partnership, and El Paso SNG owns a 15% general partnership interest in the Partnership; such general partnership interests are duly authorized and validly issued in accordance with the Partnership Agreement, and are fully paid (to the extent required by the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 15-309 and 15-807 of the Delaware GP Act); and each of EPPP SNG and El Paso SNG owns such general partnership interests free and clear of all Liens, other than restrictions on transfers arising under applicable securities laws or the Partnership Agreement;
Ownership of the Partnership. Each Seller is the owner of the Interests set forth opposite such Seller's name on SCHEDULE 2 attached hereto. Each Seller holds good and marketable title to the Interests reflected opposite its name on SCHEDULE 2 free of all Encumbrances. The Partnership Interests and Voting Rights constitute all of the outstanding voting, ownership and other interests of, and rights in, the Partnership. Each Seller has satisfied all capital calls, contribution requirements and similar obligations to make contributions or investments in the Partnership and is not in default under the Partnership Agreement or similar instrument setting forth the rights and obligations of the partners of the Partnership. There are no (i) outstanding subscriptions, options, warrants, rights or convertible or exchangeable securities issued by the Partnership or (ii) other agreements or commitments to which the Partnership or any of the Sellers is a party or by which the Partnership or any of the Sellers are bound or affected of any character relating to the Interests, including, without limitation, any agreement or commitment obligating any Seller to deliver or sell, or cause to be delivered or sold, any of the Interests or rights therein or obligating the Partnership to issue, a partnership interest or other equity interest to any other Person.
Ownership of the Partnership. Fording LP directly, and Fording indirectly, holds a 60% general partnership interest in the Partnership free and clear of all liens, mortgages, charges, pledges, security interests, encumbrances, claims or demands, other than Permitted Encumbrances and rights under the EVCP Partnership Agreement and the Teck Agreement. The Partnership is a validly subsisting partnership governed by the EVCP Partnership Agreement. The EVCP Partnership Agreement is a legal, valid and binding agreement of the partners of the Partnership enforceable against them in accordance with its terms, subject to bankruptcy, insolvency, reorganization (under debtor or creditor Laws), fraudulent transfer, moratorium and other applicable Laws relating to or affecting creditors’ rights generally, and to general principles of equity, and has not been amended since February 27, 2006.
Ownership of the Partnership. Immediately prior to the Pre-Closing Transfer, the General Partner and the Limited Partners owned all of the interests of the Partnership, capital, profits or other ownership interests of the Partnership as set forth on Schedule 3.4 free and clear of all Liens. The New Partnership and the General Partner own all of the interests, capital, profits or other ownership interests of the Partnership as set forth on Schedule 3.4 free and clear of all Liens.
Ownership of the Partnership. Special-T shall own 50% of the Partnership. Banner and Fairchild shall each own 25% of the Partnership. Special-T shall pay 50% of all expenses and receive 50% of all distributions and profits. Fairchild and Banner shall each pay 25% of all expenses and shall each receive 25% of all distributions and profits. All tax benefits and liabilities shall be split 25% to Fairchild, 25% to Banner and 50% to Special-t.
Ownership of the Partnership. The General Partner owns, and on the Closing Date will own, 50% of the Incentive Distribution Rights (as such term is defined in the Partnership Agreement, the “IDRs”) in the Partnership free and clear of all Liens, except for restrictions on transferability contained in the Partnership Agreement or as described in the General Disclosure Package and the Offering Memorandum; the IDRs and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the Partnership Agreement, and are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-607 and 17-804 of the Delaware Limited Partnership Act).
Ownership of the Partnership
