Common use of Delay Rights Clause in Contracts

Delay Rights. If the General Partner determines that the Partnership’s compliance with its obligations under this Article II would be materially detrimental to the Partnership and its Partners because such registration would (a) materially interfere with a significant acquisition, reorganization, financing or other similar transaction involving the Partnership, (b) require premature disclosure of material information that the Partnership has a bona fide business purpose for preserving as confidential or (c) render the Partnership unable to comply with applicable securities laws, then the Partnership shall have the right to postpone compliance with its obligations under this Article II for a period of not more than three months, provided, that such right pursuant to this Section 2.04 may not be utilized more than twice in any twelve-month period.

Appears in 8 contracts

Samples: Registration Rights Agreement (Foresight Energy LP), Registration Rights Agreement (Foresight Energy LP), Registration Rights Agreement (Enviva Partners, LP)

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Delay Rights. If the General Partner determines that the Partnership’s compliance with its obligations under this Article II would be materially detrimental to the Partnership and its Partners because such registration would (a) materially interfere with a significant acquisition, reorganization, financing or other similar transaction involving the Partnership, (b) require premature disclosure of material information that the Partnership has a bona fide business purpose for preserving as confidential or (c) render the Partnership unable to comply with applicable securities laws, then the Partnership shall have the right to postpone compliance with its obligations under this Article II for a period of not more than three months, provided, that such right pursuant to this Section 2.04 2.03 may not be utilized more than twice in any twelve-month period.

Appears in 8 contracts

Samples: Contribution Agreement, Registration Rights Agreement (Dominion Midstream Partners, LP), Purchase, Sale and Contribution Agreement (Dominion Midstream Partners, LP)

Delay Rights. If the General Partner determines that the Partnership’s compliance with its obligations under this Article II would be materially detrimental to the Partnership and its Partners (as defined in the Partnership Agreement) because such registration would (a) materially interfere with a significant acquisition, reorganization, financing reorganization or other similar transaction involving the Partnership, (b) require premature disclosure of material information that the Partnership has a bona fide business purpose for preserving as confidential or (c) render the Partnership unable to comply with applicable securities laws, then the Partnership shall have the right to postpone compliance with its obligations under this Article II Section 2.01 and Section 2.02 for a period of not more than three six months, provided, that such right pursuant to this Section 2.04 2.03 may not be utilized more than twice once in any twelve12-month period.

Appears in 5 contracts

Samples: Registration Rights Agreement (Boardwalk Pipeline Partners, LP), Registration Rights Agreement (Boardwalk Pipeline Partners, LP), Unit Purchase Agreement (Boardwalk Pipeline Partners, LP)

Delay Rights. If the General Partner determines that the Partnership’s compliance with its obligations under this Article II would be materially detrimental to the Partnership and its Partners because such registration would (a) materially interfere with a significant acquisition, reorganization, financing or other similar transaction involving the Partnership, (b) require premature disclosure of material information that the Partnership has a bona fide business purpose for preserving as confidential or (c) render the Partnership unable to comply with applicable securities laws, then the Partnership shall have the right to postpone compliance with its obligations under this Article II for a period of not more than three six months, provided, that such right pursuant to this Section 2.04 2.03 may not be utilized more than twice in any twelve-month period.

Appears in 4 contracts

Samples: Registration Rights Agreement (Columbia Pipeline Partners LP), Registration Rights Agreement (Columbia Pipeline Partners LP), Registration Rights Agreement (Westlake Chemical Partners LP)

Delay Rights. If the General Partner determines that the Partnership’s compliance with its obligations under this Article II would be materially detrimental to the Partnership and its Partners because such registration would (a) materially interfere with a significant acquisition, reorganization, financing or other similar transaction involving the Partnership, (b) require premature disclosure of material information that the Partnership has a bona fide business purpose for preserving as confidential or (c) render the Partnership unable to comply with applicable securities laws, then the Partnership shall have the right to postpone compliance with its obligations under this Article II for a period of not more than three months90 days, provided, that such right pursuant to this Section 2.04 may not be utilized more than twice in any twelve-month period.

Appears in 3 contracts

Samples: Registration Rights Agreement (Dominion Midstream Partners, LP), Contribution Agreement (Dominion Midstream Partners, LP), Contribution Agreement (New Jersey Resources Corp)

Delay Rights. If the General Partner determines that the Partnership’s compliance with its obligations under this Article II would be materially detrimental to the Partnership and its Partners partners because such registration would (a) materially interfere with a significant acquisition, reorganization, financing or other similar transaction involving the Partnership, (b) require premature disclosure of material information that the Partnership has a bona fide business purpose for preserving as confidential or (c) render the Partnership unable to comply with applicable securities laws, then the Partnership shall have the right to postpone compliance with its obligations under this Article II for a period of not more than three months, provided, that such right pursuant to this Section 2.04 may not be utilized more than twice in any twelve-month period.

Appears in 2 contracts

Samples: Registration Rights Agreement (CVR Refining, LP), Registration Rights Agreement (CVR Refining, LP)

Delay Rights. If the General Partner determines that the Partnership’s compliance with its obligations under this Article II would be materially detrimental to the Partnership and its Partners partners because such registration would (a) materially interfere with a significant acquisition, reorganization, financing or other similar transaction involving the Partnership, (b) require premature disclosure of material information that the Partnership has a bona fide business purpose for preserving as confidential or (c) render the Partnership unable to comply with applicable securities laws, then the Partnership shall have the right to postpone compliance with its obligations under this Article II for a period of not more than three six months, provided, that such right pursuant to this Section 2.04 2.03 may not be utilized more than twice in any twelve-month period.

Appears in 2 contracts

Samples: Registration Rights Agreement (GPM Petroleum LP), Registration Rights Agreement (GPM Petroleum LP)

Delay Rights. If the General Partner determines that the Partnership’s compliance with its obligations under this Article II would be materially detrimental to the Partnership and its Partners partners because such registration would (a) materially interfere with a significant acquisition, reorganization, financing or other similar transaction involving the Partnership, (b) require premature disclosure of material information that the Partnership has a bona fide business purpose for preserving as confidential or (c) render the Partnership unable to comply with applicable securities laws, then the Partnership shall have the right to postpone compliance with its obligations to all but not less than all Holders under this Article II for a period of not more than three months, ; provided, that such right pursuant to this Section 2.04 may not be utilized more than twice once in any twelve-month period.

Appears in 2 contracts

Samples: Registration Rights Agreement (PennTex Midstream Partners, LP), Registration Rights Agreement (PennTex Midstream Partners, LP)

Delay Rights. If Notwithstanding anything to the General Partner contrary contained herein, if the Partnership determines that the Partnership’s its compliance with its obligations under this Article II would be materially detrimental to the Partnership and its Partners because such registration compliance would (a) materially interfere with a significant acquisition, reorganization, financing or other similar transaction involving the Partnership, (b) require premature disclosure of material information that the Partnership has a bona fide business purpose for preserving as confidential or (c) render the Partnership unable to comply with applicable securities laws, then the Partnership shall have the right to postpone compliance with its obligations under this Article II for a period of not more than three months, provided, that such right pursuant to this Section 2.04 may not be utilized more than twice in any twelve12-month period.

Appears in 2 contracts

Samples: Registration Rights Agreement (Arc Logistics Partners LP), Registration Rights Agreement (Arc Logistics Partners LP)

Delay Rights. If Notwithstanding anything to the General Partner contrary contained herein, if the Partnership determines that the Partnership’s its compliance with its obligations under this Article II would be materially detrimental to the Partnership and its Partners because such registration compliance would (a) materially interfere with a significant acquisition, reorganization, financing or other similar transaction involving the Partnership, (b) require premature disclosure of material information that the Partnership has a bona fide business purpose for preserving as confidential or (c) render the Partnership unable to comply with applicable securities laws, then the Partnership shall have the right to postpone compliance with its obligations under this Article II for a period of not more than three months; provided, providedhowever, that such right pursuant to this Section 2.04 2.03 may not be utilized more than twice in any twelve12-month period.

Appears in 2 contracts

Samples: Registration Rights Agreement (Rattler Midstream Lp), Registration Rights Agreement (Rattler Midstream Lp)

Delay Rights. If the General Partner determines that the Partnership’s compliance with its obligations under this Article II would be materially detrimental to the Partnership and its Partners because such registration would (a) materially interfere with a significant acquisition, reorganization, financing or other similar transaction involving the Partnership, (b) require premature disclosure of material information that the Partnership has a bona fide business purpose for preserving as confidential or (c) render the Partnership unable to comply with applicable securities laws, then the Partnership shall have the right to postpone compliance with its obligations under this Article II for a period of not more than three months90 days, provided, that such right pursuant to this Section 2.04 2.03 may not be utilized more than twice in any twelve-month period.

Appears in 2 contracts

Samples: Registration Rights Agreement (Dominion Midstream Partners, LP), Contribution Agreement (Dominion Midstream Partners, LP)

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Delay Rights. If the General Partner determines that the Partnership’s compliance with its obligations under this Article II would be materially detrimental to the Partnership and its Partners because such registration would (a) materially interfere with a significant acquisition, reorganization, financing or other similar transaction involving the Partnership, (b) require premature disclosure of material information that the Partnership has a bona fide business purpose for preserving as confidential or (c) render the Partnership unable to comply with applicable securities laws, then the Partnership shall have the right to postpone compliance with its obligations under this Article II for a period of not more than three (3) months, provided, that such right pursuant to this Section 2.04 may not be utilized more than twice in any twelve-month period.

Appears in 2 contracts

Samples: Registration Rights Agreement (Oasis Midstream Partners LP), Registration Rights Agreement (Oasis Midstream Partners LP)

Delay Rights. If Notwithstanding anything to the General Partner contrary contained herein, if the Partnership determines that the Partnership’s its compliance with its obligations under this Article II would be materially detrimental to the Partnership and its Partners because such registration compliance would (a) materially interfere with a significant acquisition, reorganization, financing or other similar transaction involving the Partnership, (b) require premature disclosure of material information that the Partnership has a bona fide business purpose for preserving as confidential or (c) render the Partnership unable to comply with applicable securities laws, then the Partnership shall have the right to postpone compliance with its obligations under this Article II for a period of not more than three months, provided, that such right pursuant to this Section 2.04 2.03 may not be utilized more than twice in any twelve12-month period.

Appears in 2 contracts

Samples: Registration Rights Agreement (Viper Energy Partners LP), Registration Rights Agreement (Viper Energy Partners LP)

Delay Rights. If the General Partner or its delegate determines that the Partnership’s compliance with its obligations under this Article II would be materially detrimental to the Partnership and its Partners because such registration would (a) materially interfere with a significant acquisition, reorganization, financing or other similar transaction involving the Partnership, (b) require premature disclosure of material information that the Partnership has a bona fide business purpose for preserving as confidential or (c) render the Partnership unable to comply with applicable securities laws, then the Partnership shall have the right to postpone compliance with its obligations under this Article II for a period of not more than three months, provided, that such right pursuant to this Section 2.04 2.03 may not be utilized more than twice in any twelve12-month period.

Appears in 2 contracts

Samples: Registration Rights Agreement (Rhino Resource Partners LP), Registration Rights Agreement (Rhino Resource Partners LP)

Delay Rights. If the General Partner determines that the Partnership’s compliance with its obligations under this Article II would be materially detrimental to the Partnership and its Partners (as defined in the Partnership Agreement) because such registration would (a) materially interfere with a significant acquisition, reorganization, financing reorganization or other similar transaction involving the Partnership, (b) require premature disclosure of material information that the Partnership has a bona fide business purpose for preserving as confidential or (c) render the Partnership unable to comply with applicable securities laws, then the Partnership shall have the right to postpone compliance with its obligations under this Article II Section 2.01 and Section 2.02 for a period of not more than three six months, provided, that such right pursuant to this Section 2.04 2.03 may not be utilized more than twice once in any twelve12-month period.. 4

Appears in 1 contract

Samples: Registration Rights Agreement

Delay Rights. If the General Partner determines that the Partnership’s compliance with its obligations under this Article II would be materially detrimental to the Partnership and its Partners partners because such registration compliance would (a) materially interfere with a significant acquisition, reorganization, financing or other similar transaction involving the Partnership, (b) require premature disclosure of material information that the Partnership has a bona fide business purpose for preserving as confidential or (c) render the Partnership unable to comply with applicable securities laws, then the Partnership shall have the right to postpone compliance with its obligations under this Article II for a period of not more than three months, ; provided, that such right pursuant to this Section 2.04 may not be utilized more than twice in any twelve-month period.

Appears in 1 contract

Samples: Registration Rights Agreement (PES Logistics Partners LP)

Delay Rights. If the General Partner determines that the Partnership’s compliance with its obligations under this Article II would be materially detrimental to the Partnership and its Partners partners because such registration would (a) materially interfere with a significant acquisition, reorganization, financing or other similar transaction involving the Partnership, (b) require premature disclosure of material information that the Partnership has a bona fide business purpose for preserving as confidential or (c) render the Partnership unable to comply with applicable securities laws, then the Partnership shall have the right to postpone compliance with its obligations to all but not less than all Holders under this Article II for a period of not more than three months, ; provided, that such right pursuant to this Section 2.04 may not be utilized more than twice [—] in any twelvetwenty-four-month period.

Appears in 1 contract

Samples: Registration Rights Agreement (PennTex Midstream Partners, LP)

Delay Rights. If Notwithstanding anything to the General Partner contrary contained herein, if the Partnership determines that the Partnership’s its compliance with its obligations under this Article II would be materially detrimental to the Partnership and its Partners because such registration compliance would (a) materially interfere with a significant acquisition, reorganization, financing or other similar transaction involving the Partnership, (b) require premature disclosure of material information that the Partnership has a bona fide business purpose for preserving as confidential or (c) render the Partnership unable to comply with applicable securities laws, then the Partnership shall have the right to postpone compliance with its obligations under this Article II for a period of not more than three months; provided, providedhowever, that such right pursuant to this Section 2.04 2.03 may not be utilized more than twice in any twelve-month 12‑month period.

Appears in 1 contract

Samples: Registration Rights Agreement (Viper Energy Partners LP)

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