Common use of Mutilated, Destroyed, Lost or Stolen Certificates Clause in Contracts

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer Agent, the appropriate officers of the General Partner on behalf of the Partnership shall execute, and the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests as the Certificate so surrendered. (b) The appropriate officers of the General Partner on behalf of the Partnership shall execute and deliver, and the Transfer Agent shall countersign, a new Certificate in place of any Certificate previously issued, if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General Partner, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate before the General Partner has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General Partner, delivers to the General Partner a bond, in form and substance satisfactory to the General Partner, with surety or sureties and with fixed or open penalty as the General Partner may direct to indemnify the Partnership, the Partners, the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer Agent. If a Limited Partner fails to notify the General Partner within a reasonable period of time after such Limited Partner has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new Certificate. (c) As a condition to the issuance of any new Certificate under this Section 4.2, the General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 38 contracts

Samples: Limited Partnership Agreement (Mach Natural Resources Lp), Agreement of Limited Partnership (Mach Natural Resources Lp), Agreement of Limited Partnership (TXO Energy Partners, L.P.)

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Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer Agent, the appropriate officers of the General Partner on behalf of the Partnership shall execute, and the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests as the Certificate so surrendered. (b) The appropriate officers of the General Partner on behalf of the Partnership shall execute and deliver, and the Transfer Agent shall countersign, a new Certificate in place of any Certificate previously issued, if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General Partner, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate before the General Partner has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General Partner, delivers to the General Partner a bond, in form and substance satisfactory to the General Partner, with surety or sureties and with fixed or open penalty as the General Partner may direct to indemnify the Partnership, the Partners, the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer Agent. If a Limited Partner fails to notify the General Partner within a reasonable period of time after such Limited Partner has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new Certificate. (c) As a condition to the issuance of any new Certificate under this Section 4.2, the General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 34 contracts

Samples: Agreement of Limited Partnership (MPLX Lp), Agreement of Limited Partnership (MPLX Lp), Limited Partnership Agreement (Phillips 66 Partners Lp)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer Agent, the appropriate officers of the General Partner on behalf of the Partnership shall execute, and the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests Securities as the Certificate so surrendered. (b) The appropriate officers of the General Partner on behalf of the Partnership shall execute and deliver, and the Transfer Agent shall countersign, a new Certificate in place of any Certificate previously issued, issued if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General Partner, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate before the General Partner has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General Partner, delivers to the General Partner a bond, in form and substance satisfactory to the General Partner, with surety or sureties and with fixed or open penalty as the General Partner may direct to indemnify the Partnership, the Partners, the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer AgentPartner. If a Limited Partner fails to notify the General Partner within a reasonable period of time after such Limited Partner he has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new Certificate. (c) As a condition to the issuance of any new Certificate under this Section 4.2, the General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 34 contracts

Samples: Limited Partnership Agreement (Teekay LNG Partners L.P.), Limited Partnership Agreement (Altera Infrastructure L.P.), Agreement of Limited Partnership (Teekay LNG Partners L.P.)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) 9.3.1 If any mutilated Certificate is surrendered to the Transfer Agent, the appropriate officers of the General Partner on behalf of the Partnership Partnership, shall execute, and upon its request, the Transfer Agent shall countersign and deliver in exchange therefortherefore, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests Units as the Certificate so surrendered. (b) 9.3.2 The appropriate officers of the General Partner Partner, on behalf of the Partnership Partnership, shall execute and deliverexecute, and upon its request, the Transfer Agent shall countersign, countersign and deliver a new Certificate in place of any Certificate previously issued, issued if the Record Holder of the Certificate: (ia) makes proof by affidavit, in form and substance satisfactory to the General Partner, that a previously issued Certificate has been lost, destroyed or stolen; (iib) requests the issuance of a new Certificate before the General Partner Partnership has received notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iiic) if requested by the General Partner, delivers to the Partnership a bond or such other form of security or indemnity as may be required by the General Partner a bondPartner, in form and substance satisfactory to the General Partner, with surety or sureties and with fixed or open penalty as the General Partner may direct direct, in its sole discretion, to indemnify the Partnership, the Partners, the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (ivd) satisfies any other reasonable requirements imposed by the General Partner or the Transfer AgentPartner. If a Limited Partner or Assignee fails to notify the General Partner Partnership within a reasonable period of time after such Limited Partner it has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests Units represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner or Assignee shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new Certificate. (c) 9.3.3 As a condition to the issuance of any new Certificate under this Section 4.2Article 9.3, the General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including including, without limitation, the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 33 contracts

Samples: Limited Partnership Agreement, Limited Partnership Agreement (United States Oil Fund, LP), Limited Partnership Agreement (United States Short Oil Fund, LP)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer Agent, the appropriate officers of the General Partner on behalf of the Partnership shall execute, and the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests Securities as the Certificate so surrendered. (b) The appropriate officers of the General Partner on behalf of the Partnership shall execute and deliver, and the Transfer Agent shall countersign, a new Certificate in place of any Certificate previously issued, issued if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General Partner, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate before the General Partner has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General Partner, delivers to the General Partner a bond, in form and substance satisfactory to the General Partner, with surety or sureties and with fixed or open penalty as the General Partner may direct to indemnify the Partnership, the Partners, the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer AgentPartner. If a Limited Partner or Assignee fails to notify the General Partner within a reasonable period of time after such Limited Partner he has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner or Assignee shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new Certificate. (c) As a condition to the issuance of any new Certificate under this Section 4.2, the General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 19 contracts

Samples: Limited Partnership Agreement (Global Partners Lp), Limited Partnership Agreement (Global Partners Lp), Limited Partnership Agreement (Cheniere Energy Partners, L.P.)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer Agent, the appropriate officers of the General Partner on behalf of the Partnership shall execute, and the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests as the Certificate so surrendered. (b) The appropriate officers of the General Partner on behalf of the Partnership shall execute and deliver, and the Transfer Agent shall countersign, a new Certificate in place of any Certificate previously issued, issued if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General Partner, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate before the General Partner has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General Partner, delivers to the General Partner a bond, in form and substance satisfactory to the General Partner, with surety or sureties and with fixed or open penalty as the General Partner may direct to indemnify the Partnership, the Partners, the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer Agent. If a Limited Partner fails to notify the General Partner within a reasonable period of time after such Limited Partner has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new Certificate. (c) As a condition to the issuance of any new Certificate under this Section 4.2, the General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 16 contracts

Samples: Limited Partnership Agreement (Enviva Partners, LP), Limited Partnership Agreement (Oasis Midstream Partners LP), Limited Partnership Agreement (Sanchez Midstream Partners LP)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) 10.2.1. If any mutilated Certificate is surrendered to the Transfer Agent, the appropriate officers of the General Partner on behalf of the Partnership shall execute, and upon its request the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests as the Certificate so surrendered. (b) 10.2.2. The appropriate officers of the General Partner on behalf of the Partnership shall execute and deliverexecute, and upon its request the Transfer Agent shall countersign, countersign and deliver a new Certificate in place of any Certificate previously issued, issued if the Record Holder of the Certificate: (i) 10.2.2.1 makes proof by affidavit, in form and substance satisfactory to the General Partner, that a previously issued Certificate has been lost, destroyed or stolen; (ii) 10.2.2.2 requests the issuance of a new Certificate before the General Partner Partnership has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) 10.2.2.3 if requested by the General Partner, delivers to the General Partner Partnership a bond, in form and substance satisfactory to the General Partner, with surety or sureties and with fixed or open penalty as the General Partner may direct reasonably direct, in its sole discretion, to indemnify the Partnership, the Partners, the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) 10.2.2.4 satisfies any other reasonable requirements imposed by the General Partner or the Transfer AgentPartner. 10.2.3. If a Limited Partner Record Holder fails to notify the General Partner Partnership within a reasonable period of time after such Limited Partner the holder has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Partnership Interests represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner Record Holder shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new Certificate. (c) 10.2.4. As a condition to the issuance of any new Certificate under this Section 4.210.2, the General Partner may require the payment of a sum sufficient to cover any tax Tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 15 contracts

Samples: Limited Partnership Agreement, Limited Partnership Agreement (Brookfield Business Partners L.P.), Limited Partnership Agreement (Brookfield Business Partners L.P.)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer Agent, the appropriate officers of the General Partner on behalf of the Partnership shall execute, and the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests Securities as the Certificate so surrendered. (b) The appropriate officers of the General Partner on behalf of the Partnership shall execute and deliver, and the Transfer Agent shall countersign, countersign a new Certificate in place of any Certificate previously issued, issued if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General PartnerPartnership, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate before the General Partner Partnership has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General PartnerPartnership, delivers to the General Partner Partnership a bond, in form and substance satisfactory to the General PartnerPartnership, with surety or sureties and with fixed or open penalty as the General Partner Partnership may direct reasonably direct, in its sole discretion, to indemnify the Partnership, the Partners, the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer AgentPartnership. If a Limited Partner or Assignee fails to notify the General Partner Partnership within a reasonable period of time after such Limited Partner he has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner or Assignee shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new Certificate. (c) As a condition to the issuance of any new Certificate under this Section 4.2, the General Partner Partnership may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 13 contracts

Samples: Agreement of Limited Partnership (Tc Pipelines Lp), Agreement of Limited Partnership (Tc Pipelines Lp), Limited Partnership Agreement (Magellan Midstream Partners Lp)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer Agent, the appropriate officers of the General Partner on behalf of the Partnership shall execute, and the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests Securities as the Certificate so surrendered. (b) The appropriate officers of the General Partner on behalf of the Partnership shall execute and deliver, and the Transfer Agent shall countersign, a new Certificate in place of any Certificate previously issued, issued if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General Partner, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate before the General Partner has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General Partner, delivers to the General Partner a bond, in form and substance satisfactory to the General Partner, with surety or sureties and with fixed or open penalty as the General Partner may direct reasonably direct, in its sole discretion, to indemnify the Partnership, the Partners, the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer AgentPartner. If a Limited Partner or Assignee fails to notify the General Partner within a reasonable period of time after such Limited Partner he has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner or Assignee shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new Certificate. (c) As a condition to the issuance of any new Certificate under this Section 4.2, the General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 12 contracts

Samples: Limited Partnership Agreement (Crosstex Energy Lp), Limited Partnership Agreement (Crosstex Energy Lp), Limited Partnership Agreement (Crosstex Energy Lp)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate evidencing Units is surrendered to the Transfer AgentAgent or any mutilated Certificate evidencing other Partnership Securities is surrendered to the General Partner, the appropriate officers of the General Partner on behalf of the General Partner on behalf of the Partnership shall execute, and and, if applicable, the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests Securities as the Certificate so surrendered. (b) The appropriate officers of the General Partner on behalf of the General Partner on behalf of the Partnership shall execute and deliver, and and, if applicable, the Transfer Agent shall countersign, countersign a new Certificate in place of any Certificate previously issued, issued if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General Partner, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate before the General Partner has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General Partner, delivers to the General Partner a bond, in form and substance satisfactory to the General Partner, with surety or sureties and with fixed or open penalty as the General Partner Partner, in its sole discretion, may direct to indemnify the Partnership, the Partners, the General Partner and and, if applicable, the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer AgentPartner. If a Limited Partner Record Holder fails to notify the General Partner within a reasonable period of time after such Limited Partner he has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner Record Holder shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new Certificate. (c) As a condition to the issuance of any new Certificate under this Section 4.2, the General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer AgentAgent or counsel to the Partnership, if applicable) reasonably connected therewith.

Appears in 12 contracts

Samples: Limited Partnership Agreement, Limited Partnership Agreement (Steel Partners Holdings L.P.), Limited Partnership Agreement (Steel Partners Holdings L.P.)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer AgentAgent (for Common Units) or the General Partner (for Partnership Interests other than Common Units), the appropriate officers of the General Partner on behalf of the Partnership shall execute, and the Transfer Agent (for Common Units) or the General Partner (for Partnership Interests other than Common Units) shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests as the Certificate so surrendered. (b) The appropriate officers of the General Partner on behalf of the Partnership shall execute and deliver, and the Transfer Agent (for Common Units) shall countersign, a new Certificate in place of any Certificate previously issued, or issue uncertificated Common Units, if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General Partner, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate or the issuance of uncertificated Units before the General Partner has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General Partner, delivers to the General Partner a bond, in form and substance satisfactory to the General Partner, with surety or sureties and with fixed or open penalty as the General Partner may direct to indemnify the Partnership, the Partners, the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer AgentPartner. If a Limited Partner fails to notify the General Partner within a reasonable period of time after such Limited Partner he has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new CertificateCertificate or uncertificated Units. (c) As a condition to the issuance of any new Certificate or uncertificated Units under this Section 4.2, the General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 11 contracts

Samples: Contribution Agreement (American Midstream Partners, LP), Limited Partnership Agreement (American Midstream Partners, LP), Contribution Agreement (Southcross Energy Partners, L.P.)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer Agent, the appropriate officers of the General Partner Officers on behalf of the Partnership Company shall execute, and the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests Company Securities as the Certificate so surrendered. (ba) The appropriate officers of the General Partner Officers on behalf of the Partnership Company shall execute and deliver, and the Transfer Agent shall countersign, countersign a new Certificate in place of any Certificate previously issued, issued if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General PartnerCompany, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate before the General Partner Company has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General PartnerCompany, delivers to the General Partner Company a bond, in form and substance satisfactory to the General PartnerCompany, with surety or sureties and with fixed or open penalty as the General Partner Company may direct to indemnify the Partnership, the Partners, the General Partner Company and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer AgentCompany. If a Limited Partner Member fails to notify the General Partner Company within a reasonable period of time after such Limited Partner he has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the General Partner Company or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner Member shall be precluded from making any claim against the Partnership, the General Partner Company or the Transfer Agent for such transfer or for a new Certificate. (cb) As a condition to the issuance of any new Certificate under this Section 4.2, the General Partner Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 10 contracts

Samples: Limited Liability Company Agreement (Valero Gp Holdings LLC), Limited Liability Company Agreement (Copano Energy, L.L.C.), Limited Liability Company Agreement (Copano Energy, L.L.C.)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer AgentAgent (for Common Units) or the General Partner (for Partnership Securities other than Common Units), the appropriate officers of the General Partner on behalf of the Partnership shall execute, and the Transfer Agent (for Common Units) or the General Partner (for Partnership Securities other than Common Units) shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests Securities as the Certificate so surrendered. (b) The appropriate officers of the General Partner on behalf of the Partnership shall execute and deliver, and the Transfer Agent (for Common Units) shall countersign, a new Certificate in place of any Certificate previously issued, or issue uncertificated Common Units, if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General Partner, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate or the issuance of uncertificated Units before the General Partner has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General Partner, delivers to the General Partner a bond, in form and substance satisfactory to the General Partner, with surety or sureties and with fixed or open penalty as the General Partner may direct to indemnify the Partnership, the Partners, the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer AgentPartner. If a Limited Partner or Assignee fails to notify the General Partner within a reasonable period of time after such Limited Partner he has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner or Assignee shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new CertificateCertificate or uncertificated Units. (c) As a condition to the issuance of any new Certificate or uncertificated Units under this Section 4.2, the General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 10 contracts

Samples: Limited Partnership Agreement (Spectra Energy Partners, LP), Equity Restructuring Agreement (Spectra Energy Partners, LP), Limited Partnership Agreement (Spectra Energy Partners, LP)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer Agent, the appropriate officers of the General Partner on behalf of the Partnership shall execute, and the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests as the Certificate so surrendered. (b) The appropriate officers of the General Partner on behalf of the Partnership shall execute and deliver, and the Transfer Agent shall countersign, a new Certificate in place of any Certificate previously issued, if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General PartnerBoard of Directors, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate before the General Partner Partnership has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General PartnerPartnership, delivers to the General Partner Partnership a bond, in form and substance satisfactory to the General PartnerPartnership, with surety or sureties and with fixed or open penalty as the General Partner Partnership may direct to indemnify the Partnership, the Partners, the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner Partnership or the Transfer Agent. If a Limited Partner fails to notify the General Partner Partnership within a reasonable period of time after such Limited Partner has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the General Partner Partnership or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new Certificate. (c) As a condition to the issuance of any new Certificate under this Section 4.2, the General Partner Partnership may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 9 contracts

Samples: Limited Partnership Agreement, Limited Partnership Agreement, Membership Interest Purchase Agreement (NextEra Energy Partners, LP)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer Agent, the appropriate officers of the General Partner on behalf of the Partnership shall execute, and the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests Securities as the Certificate so surrendered. (b) The appropriate officers of the General Partner on behalf of the Partnership shall execute and deliver, and the Transfer Agent shall countersign, countersign a new Certificate in place of any Certificate previously issued, issued if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General Partner, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate before the General Partner has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General PartnerPartnership, delivers to the General Partner a bond, in form and substance satisfactory to the General Partner, with surety or sureties and with fixed or open penalty as the General Partner Partnership may direct reasonably direct, in its sole discretion, to indemnify the General Partner, the Partnership, the Partners, the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer AgentPartner. If a Limited Partner or Assignee fails to notify the General Partner within a reasonable period of time after such Limited Partner he has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner or Assignee shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new Certificate. (c) As a condition to the issuance of any new Certificate under this Section 4.2, the General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 9 contracts

Samples: Limited Partnership Agreement (Natural Resource Partners Lp), Limited Partnership Agreement, Limited Partnership Agreement

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer AgentAgent (for Common Units) or the General Partner (for Partnership Securities other than Common Units), the appropriate officers of the General Partner on behalf of the Partnership shall execute, and the Transfer Agent (for Common Units) or the General Partner (for Partnership Securities other than Common Units) shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests Securities as the Certificate so surrendered. (b) The appropriate officers of the General Partner on behalf of the Partnership shall execute and deliver, and the Transfer Agent (for Common Units) shall countersign, a new Certificate in place of any Certificate previously issued, issued if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General Partner, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate before the General Partner has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General Partner, delivers to the General Partner a bond, in form and substance satisfactory to the General Partner, with surety or sureties and with fixed or open penalty as the General Partner may direct to indemnify the Partnership, the Partners, the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer AgentPartner. If a Limited Partner fails to notify the General Partner within a reasonable period of time after such Limited Partner he has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new Certificate. (c) As a condition to the issuance of any new Certificate under this Section 4.2, the General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 9 contracts

Samples: Agreement of Limited Partnership (Eagle Rock Energy Partners L P), Securities Purchase Agreement (Eagle Rock Energy Partners L P), Limited Partnership Agreement (DCP Midstream Partners, LP)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer Agent, the appropriate officers of the General Partner on behalf of the Partnership shall execute, and the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate or issue uncertificated Units evidencing the same number and type of Partnership Interests or Derivative Partnership Interests Securities as the Certificate so surrendered. (b) The appropriate officers of the General Partner on behalf of the Partnership shall execute and deliver, and the Transfer Agent shall countersign, a new Certificate in place of any Certificate previously issued, issued or issue uncertificated Units if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General Partner, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate or the issuance of uncertificated Units before the General Partner has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General Partner, delivers to the General Partner a bond, in form and substance satisfactory to the General Partner, with surety or sureties and with fixed or open penalty as the General Partner may direct reasonably direct, in its sole discretion, to indemnify the Partnership, the Partners, the General Partner and the Transfer Agent Agent, against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer AgentPartner. If a Limited Partner or Assignee fails to notify the General Partner within a reasonable period of time after such Limited Partner he has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner or Assignee shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new CertificateCertificate or uncertificated Units. (c) As a condition to the issuance of any new Certificate or uncertificated Units under this Section 4.2, the General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 9 contracts

Samples: Agreement of Limited Partnership (EnLink Midstream, LLC), Limited Partnership Agreement (EnLink Midstream, LLC), Limited Partnership Agreement (EnLink Midstream Partners, LP)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer Agent, the appropriate officers of the General Partner on behalf of the Partnership shall execute, and the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests as the Certificate so surrendered. (b) The appropriate officers of the General Partner on behalf of the Partnership shall execute and deliver, and the Transfer Agent shall countersign, a new Certificate in place of any Certificate previously issued, issued if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General Partner, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate before the General Partner has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General Partner, delivers to the General Partner a bond, in form and substance satisfactory to the General Partner, with surety or sureties and with fixed or open penalty as the General Partner may direct to indemnify the Partnership, the Partners, the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer AgentPartner. If a Limited Partner fails to notify the General Partner within a reasonable period of time after such Limited Partner has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new Certificate. (c) As a condition to the issuance of any new Certificate under this Section 4.2, the General Partner may require the payment of Record Holder to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 8 contracts

Samples: Agreement of Limited Partnership (NGL Energy Partners LP), Class D Preferred Unit and Warrant Purchase Agreement (NGL Energy Partners LP), Limited Partnership Agreement (NGL Energy Partners LP)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer Agent, the appropriate officers of the General Partner on behalf of the General Partner on behalf of the Partnership shall execute, and the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests as the Certificate so surrendered. (b) The appropriate officers of the General Partner on behalf of the General Partner on behalf of the Partnership shall execute and deliver, and the Transfer Agent shall countersign, a new Certificate in place of any Certificate previously issued, issued if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General Partner, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate before the General Partner has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General Partner, delivers to the General Partner a bond, in form and substance satisfactory to the General Partner, with surety or sureties and with fixed or open penalty as the General Partner may direct to indemnify the Partnership, the Partners, the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer AgentPartner. If a Limited Partner fails to notify the General Partner within a reasonable period of time after such Limited Partner has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new Certificate. (c) As a condition to the issuance of any new Certificate under this Section 4.2, the General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 8 contracts

Samples: Limited Partnership Agreement (USA Compression Partners, LP), Contribution Agreement (Energy Transfer Partners, L.P.), Equity Restructuring Agreement (USA Compression Partners, LP)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer Agent, the appropriate officers of the General Partner Officers on behalf of the Partnership shall execute, and the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests Securities as the Certificate so surrendered. (b) The appropriate officers of the General Partner Officers on behalf of the Partnership shall execute and deliver, and the Transfer Agent shall countersign, a new Certificate in place of any Certificate previously issued, issued if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General PartnerPartnership, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate before the General Partner Partnership has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General PartnerPartnership, delivers to the General Partner Partnership a bond, in form and substance satisfactory to the General PartnerPartnership, with surety or sureties and with fixed or open penalty as the General Partner Board of Directors may direct to indemnify the Partnership, the Partners, the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer AgentBoard of Directors. If a Limited Partner fails to notify the General Partner Partnership within a reasonable period of time after such Limited Partner he has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new Certificate. (c) As a condition to the issuance of any new Certificate under this Section 4.2, the General Partner Partnership may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 8 contracts

Samples: Limited Partnership Agreement (Navios Maritime Containers L.P.), Limited Partnership Agreement (Navios Maritime Containers Inc.), Limited Partnership Agreement (Navios Maritime Partners L.P.)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer Agent, the appropriate officers of the General Partner on behalf of the Partnership shall execute, and the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests as the Certificate so surrendered. (b) The appropriate officers of the General Partner on behalf of the Partnership shall execute and deliver, and the Transfer Agent shall countersign, a new Certificate in place of any Certificate previously issued, if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General Partner, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate before the General Partner has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General Partner, delivers to the General Partner a bond, in form and substance satisfactory to the General Partner, with surety or sureties and with fixed or open penalty as the General Partner may direct direct, to indemnify the Partnership, the Limited Partners, the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer Agent. If a Limited Partner fails to notify the General Partner within a reasonable period of time after such Limited Partner has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the such Limited Partner shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new Certificate. (c) As a condition to the issuance of any new Certificate under this Section 4.2, the General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 8 contracts

Samples: Limited Partnership Agreement (CNX Midstream Partners LP), Limited Partnership Agreement (CONSOL Coal Resources LP), Limited Partnership Agreement (CNX Coal Resources LP)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer Agent, the appropriate officers of the General Partner on behalf of the Partnership shall execute, and the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests Securities as the Certificate so surrendered. (b) The appropriate officers of the General Partner on behalf of the Partnership shall execute and deliver, and the Transfer Agent shall countersign, countersign a new Certificate in place of any Certificate previously issued, issued if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General Partner, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate before the General Partner has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General Partner, delivers to the General Partner a bond, in form and substance satisfactory to the General Partner, with surety or sureties and with fixed or open penalty as the General Partner may direct reasonably direct, in its sole discretion, to indemnify the Partnership, the Partners, the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer AgentPartner. If a Limited Partner or Assignee fails to notify the General Partner within a reasonable period of time after such Limited Partner he has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner or Assignee shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new Certificate. (c) As a condition to the issuance of any new Certificate under this Section 4.2, the General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 8 contracts

Samples: Limited Partnership Agreement (Pacific Energy Partners Lp), Limited Partnership Agreement (Martin Midstream Partners Lp), Limited Partnership Agreement (Rio Vista Energy Partners Lp)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer Agent, the appropriate officers of the General Partner on behalf of the Partnership shall execute, and the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests as the Certificate so surrendered. (b) The appropriate officers of the General Partner on behalf of the Partnership shall execute and deliver, and the Transfer Agent shall countersign, a new Certificate in place of any Certificate previously issued, issued if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General Partner, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate before the General Partner has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General Partner, delivers to the General Partner a bond, in form and substance satisfactory to the General Partner, with surety or sureties and with fixed or open penalty as the General Partner may direct direct, to indemnify the Partnership, the Partners, the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer AgentPartner. If a Limited Partner fails to notify the General Partner within a reasonable period of time after such Limited Partner has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new Certificate. (c) As a condition to the issuance of any new Certificate under this Section 4.2, the General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 8 contracts

Samples: Limited Partnership Agreement (CVR Refining, LP), Limited Partnership Agreement (CVR Partners, Lp), Limited Partnership Agreement (CVR Energy Inc)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer Agent, the appropriate officers of the General Partner on behalf of the Partnership shall execute, and the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests as the Certificate so surrendered. (b) The appropriate officers of the General Partner Partner, on behalf of the Partnership Partnership, shall execute and deliver, and the Transfer Agent shall countersign, a new Certificate in place of any Certificate previously issued, if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General Partner, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate before the General Partner has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General Partner, delivers to the General Partner a bond, in form and substance satisfactory to the General Partner, with surety or sureties and with fixed or open penalty as the General Partner may direct to indemnify the Partnership, the Partners, the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer Agent. If a Limited Partner fails to notify the General Partner within a reasonable period of time after such Limited Partner has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new Certificate. (c) As a condition to the issuance of any new Certificate under this Section 4.2, the General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 7 contracts

Samples: Limited Partnership Agreement (NextEra Energy Partners, LP), Limited Partnership Agreement, Limited Partnership Agreement (NextEra Energy Partners, LP)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer Agent, the appropriate officers of the Managing General Partner on behalf of the Partnership shall execute, and the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests Securities as the Certificate so surrendered. (b) The appropriate officers of the Managing General Partner on behalf of the Partnership shall execute and deliver, and the Transfer Agent shall countersign, countersign a new Certificate in place of any Certificate previously issued, issued if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the Managing General Partner, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate before the Managing General Partner has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the Managing General Partner, delivers to the Managing General Partner a bond, in form and substance satisfactory to the Managing General Partner, with surety or sureties and with fixed or open penalty as the Managing General Partner may direct reasonably direct, in its sole discretion, to indemnify the PartnershipManaging General Partner, the Partners, the Managing General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer AgentPartnership. If a Limited Partner or Assignee fails to notify the Managing General Partner within a reasonable period of time after such Limited Partner he has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the Managing General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner or Assignee shall be precluded from making any claim against the Partnership, the Managing General Partner or the Transfer Agent for such transfer or for a new Certificate. (c) As a condition to the issuance of any new Certificate under this Section 4.2, the Managing General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 7 contracts

Samples: Limited Partnership Agreement (Crestwood Equity Partners LP), Limited Partnership Agreement, Limited Partnership Agreement (Crestwood Equity Partners LP)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer AgentAgent (for Common Units) or the Partnership (for Partnership Interests other than Common Units), the appropriate officers of the General Partner Officers on behalf of the Partnership shall execute, and the Transfer Agent (for Common Units) shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests as the Certificate so surrendered. (b) The appropriate officers of the General Partner Officers on behalf of the Partnership shall execute and deliver, and the Transfer Agent (for Common Units) shall countersign, a new Certificate in place of any Certificate previously issued, or issue uncertificated Units, if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General PartnerPartnership, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate or the issuance of uncertificated Units before the General Partner Partnership has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General PartnerPartnership, delivers to the General Partner Partnership a bond, in form and substance satisfactory to the General PartnerPartnership, with surety or sureties and with fixed or open penalty as the General Partner Board of Directors may direct to indemnify the Partnership, the Partners, the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer AgentBoard of Directors. If a Limited Partner fails to notify the General Partner Partnership within a reasonable period of time after such Limited Partner he has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new CertificateCertificate or uncertificated Units. (c) As a condition to the issuance of any new Certificate or uncertificated Units under this Section 4.2, the General Partner Partnership may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 7 contracts

Samples: Exchange Agreement (Golar LNG Partners LP), Limited Partnership Agreement (Golar LNG Partners LP), Limited Partnership Agreement (FAREASTERN SHIPPING LTD)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer Agent, the appropriate officers of the General Partner on behalf of the Partnership shall execute, and the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests as the Certificate so surrendered. (b) The appropriate officers of the General Partner on behalf of the Partnership shall execute and deliver, and the Transfer Agent shall countersign, a new Certificate in place of any Certificate previously issued, issued if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General Partner, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate before the General Partner has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General Partner, delivers to the General Partner a bond, in form and substance satisfactory to the General Partner, with surety or sureties and with fixed or open penalty as the General Partner may direct to indemnify the Partnership, the Partners, the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer Agent. If a Limited Partner fails to notify the General Partner within a reasonable period of time after such Limited Partner has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new Certificate. (c) As a condition to the issuance of any new Certificate under this Section 4.2, the General Partner may require the payment of a sum sufficient to cover any tax or other governmental Governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 7 contracts

Samples: Limited Partnership Agreement, Limited Partnership Agreement (Tallgrass Energy, LP), Limited Partnership Agreement

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer Agent, the appropriate officers of the General Partner on behalf of the Partnership shall execute, and the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests Securities as the Certificate so surrendered. (b) The appropriate officers of the General Partner on behalf of the Partnership shall execute and deliver, and the Transfer Agent shall countersign, a new Certificate in place of any Certificate previously issued, if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General Partner, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate before the General Partner has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General Partner, delivers to the General Partner a bond, in form and substance satisfactory to the General Partner, with surety or sureties and with fixed or open penalty as the General Partner may direct to indemnify the Partnership, the Partners, the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer AgentPartner. If a Limited Partner fails to notify the General Partner within a reasonable period of time after such Limited Partner has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new Certificate. (c) As a condition to the issuance of any new Certificate under this Section 4.2, the General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 7 contracts

Samples: Agreement of Limited Partnership (Andeavor Logistics Lp), Limited Partnership Agreement (Andeavor Logistics Lp), Limited Partnership Agreement (Tesoro Logistics Lp)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) 9.3.1 If any mutilated Certificate is surrendered to the Transfer Agent, the appropriate officers of the General Partner on behalf of the Partnership shall execute, and upon its request, the Transfer Agent shall countersign and deliver in exchange therefortherefore, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests Units as the Certificate so surrendered. (b) 9.3.2 The appropriate officers of the General Partner on behalf of the Partnership shall execute and deliverexecute, and upon its request, the Transfer Agent shall countersign, countersign and deliver a new Certificate in place of any Certificate previously issued, issued if the Record Holder of the Certificate: (ia) makes proof by affidavit, in form and substance satisfactory to the General Partner, that a previously issued Certificate has been lost, destroyed or stolen; (iib) requests the issuance of a new Certificate before the General Partner Partnership has received notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iiic) if requested by the General Partner, delivers to the Partnership a bond or such other form of security or indemnity as may be required by the General Partner a bondPartner, in form and substance satisfactory to the General Partner, with surety or sureties and with fixed or open penalty as the General Partner may direct direct, in its sole discretion, to indemnify the Partnership, the Partners, the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (ivd) satisfies any other reasonable requirements imposed by the General Partner or the Transfer AgentPartner. If a Limited Partner or Assignee fails to notify the General Partner Partnership within a reasonable period of time after such Limited Partner he has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests Units represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner or Assignee shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new Certificate. (c) 9.3.3 As a condition to the issuance of any new Certificate under this Section 4.2Article 9.3, the General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including including, without limitation, the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 6 contracts

Samples: Agreement of Limited Partnership (United States Oil Fund, LP), Second Amended and Restated Agreement of Limited Partnership (United States Oil Fund, LP), Limited Partnership Agreement (United States Gas Fund LP)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer Agent, the appropriate officers of the General Partner Officers on behalf of the Partnership Company shall execute, and the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate Certificate, or shall deliver other evidence of the issuance of uncertificated Company Securities, evidencing the same number and type of Partnership Interests or Derivative Partnership Interests Company Securities as the Certificate so surrendered. (ba) The appropriate officers of the General Partner Officers on behalf of the Partnership Company shall execute and deliver, and the Transfer Agent shall countersign, countersign a new Certificate Certificate, or shall deliver other evidence of the issuance of uncertificated Company Securities, in place of any Certificate previously issued, issued if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General PartnerCompany, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate Certificate, or other evidence of the issuance of uncertificated Company Securities, before the General Partner Company has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General PartnerCompany, delivers to the General Partner Company a bond, in form and substance satisfactory to the General PartnerCompany, with surety or sureties and with fixed or open penalty as the General Partner Company may direct to indemnify the Partnership, the Partners, the General Partner Company and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer AgentCompany. If a Limited Partner Member fails to notify the General Partner Company within a reasonable period of time after such Limited Partner he or she has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the General Partner Company or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner Member shall be precluded from making any claim against the Partnership, the General Partner Company or the Transfer Agent for such transfer or for a new CertificateCertificate or other evidence of the issuance of uncertificated Company Securities. (cb) As a condition to the issuance of any new Certificate Certificate, or other evidence of the issuance of uncertificated Company Securities, under this Section 4.2, the General Partner Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 6 contracts

Samples: Limited Liability Company Agreement, Limited Liability Company Agreement, Limited Liability Company Agreement (Cheniere Energy Partners LP Holdings, LLC)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer Agent, the appropriate officers of the General Partner on behalf of the Partnership shall execute, and the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests as the Certificate so surrendered. (b) The appropriate officers of the General Partner on behalf of the Partnership shall execute and deliver, and the Transfer Agent shall countersign, a new Certificate in place of any Certificate previously issued, issued if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General Partner, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate before the General Partner has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General Partner, delivers to the General Partner a bond, in form and substance satisfactory to the General Partner, with surety or sureties and with fixed or open penalty as the General Partner may direct to indemnify the Partnership, the Partners, the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer AgentPartner. If a Limited Partner fails to notify the General Partner within a reasonable period of time after such Limited Partner has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new Certificate. (c) As a condition to the issuance of any new Certificate under this Section 4.2, the General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 6 contracts

Samples: Limited Partnership Agreement (CrossAmerica Partners LP), Limited Partnership Agreement (Williams Partners L.P.), Limited Partnership Agreement (Williams Partners L.P.)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer Agent, the appropriate officers of the General Partner on behalf of the Partnership shall execute, and the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests Securities as the Certificate so surrendered. (b) The appropriate officers of the General Partner on behalf of the Partnership shall execute and deliver, and the Transfer Agent shall countersign, a new Certificate in place of any Certificate previously issued, if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General Partner, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate before the General Partner has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General Partner, delivers to the General Partner a bond, in form and substance satisfactory to the General Partner, with surety or sureties and with fixed or open penalty as the General Partner may direct to indemnify the Partnership, the Partners, the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer AgentPartner. If a Limited Partner fails to notify the General Partner within a reasonable period of time after such Limited Partner has notice of the loss, destruction or theft of a Certificate, and a US-DOCS\91120841.12 transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new Certificate. (c) As a condition to the issuance of any new Certificate under this Section 4.2, the General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 6 contracts

Samples: Sponsor Equity Restructuring Agreement (Western Refining Logistics, LP), Sponsor Equity Restructuring Agreement (Andeavor), Merger Agreement (Andeavor)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer Agent, the appropriate officers of the General Partner on behalf of the Partnership shall execute, and the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests as the Certificate so surrendered. (b) The appropriate officers of the General Partner on behalf of the Partnership shall execute and deliver, and the Transfer Agent shall countersign, a new Certificate in place of any Certificate previously issued, issued if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General Partner, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate before the General Partner has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General Partner, delivers to the General Partner a bond, in form and substance satisfactory to the General Partner, with surety or sureties and with fixed or open penalty as the General Partner may direct to indemnify the Partnership, the Partners, the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer AgentPartner. If a Limited Partner or Assignee fails to notify the General Partner within a reasonable period of time after such Limited Partner or Assignee has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner or the Assignee shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new Certificate. (c) As a condition to the issuance of any new Certificate under this Section 4.2, the General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 6 contracts

Samples: Agreement of Limited Partnership (CSI Compressco LP), Limited Partnership Agreement (CSI Compressco LP), Agreement of Limited Partnership (Rhino Resource Partners LP)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer Agent, the appropriate officers of the General Partner on behalf of the Partnership shall execute, and and, upon its request, the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate Certificate, or shall deliver other evidence of the issuance of uncertificated Units, evidencing the same number and type of Partnership Interests or Derivative Partnership Interests Units as the Certificate so surrendered. (b) The appropriate officers of the General Partner on behalf of the Partnership shall execute and deliverexecute, and and, upon its request, the Transfer Agent shall countersign, countersign and deliver a new Certificate Certificate, or shall deliver other evidence of the issuance of uncertificated Units, in place of any Certificate previously issued, issued if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General Partner, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate Certificate, or other evidence of the issuance of uncertificated Units, before the General Partner Partnership has received notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General Partner, delivers to the Partnership such security or indemnity as may be required by the General Partner a bondPartner, in form and substance satisfactory to the General Partner, with surety or sureties and with fixed or open penalty as the General Partner may direct direct, in its sole discretion, to indemnify the Partnership, the Partners, the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer AgentPartner. If a Limited Partner or Assignee fails to notify the General Partner Partnership within a reasonable period of time after such Limited Partner he has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests Units represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner or Assignee shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new Certificate, or other evidence of the issuance of uncertificated Units. (c) As a condition to the issuance of any new Certificate Certificate, or other evidence of the issuance of uncertificated Units under this Section 4.210.3, the General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including including, without limitation, the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 6 contracts

Samples: Agreement of Limited Partnership (Enbridge Energy Partners Lp), Limited Partnership Agreement, Agreement of Limited Partnership (Enbridge Energy Partners Lp)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) 13.2.1. If any mutilated Certificate is surrendered to the Transfer AgentManaging General Partner, the appropriate officers of the Managing General Partner on behalf of the Partnership shall execute, and the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests as the Certificate so surrendered. (b) 13.2.2. The appropriate officers of the Managing General Partner on behalf of the Partnership shall execute execute, countersign and deliver, and the Transfer Agent shall countersign, deliver a new Certificate in place of any Certificate previously issued, issued if the Record Holder of the Certificate: (i) 13.2.2.1 makes proof by affidavit, in form and substance satisfactory to the Managing General Partner, that a previously issued Certificate has been lost, destroyed or stolen; (ii) 13.2.2.2 requests the issuance of a new Certificate before the General Partner Partnership has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) 13.2.2.3 if requested by the Managing General Partner, delivers to the General Partner Partnership a bond, in form and substance satisfactory to the Managing General Partner, with surety or sureties and with fixed or open penalty as the Managing General Partner may direct reasonably direct, in its sole discretion, to indemnify the Partnership, Partnership and the Partners, the Managing General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) 13.2.2.4 satisfies any other reasonable requirements imposed by the Managing General Partner or the Transfer AgentPartner. 13.2.3. If a Limited Partner Record Holder fails to notify the General Partner Partnership within a reasonable period of time after such Limited Partner the holder has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Partnership Interests represented by the Certificate is registered before the Partnership, Partnership or the Managing General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner Record Holder shall be precluded from making any claim against the Partnership, Partnership or the Managing General Partner or the Transfer Agent for such transfer or for a new Certificate. (c) 13.2.4. As a condition to the issuance of any new Certificate under this Section 4.213.2, the Managing General Partner may require the payment of a sum sufficient to cover any tax Tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 5 contracts

Samples: Limited Partnership Agreement (Brookfield Business Partners L.P.), Limited Partnership Agreement, Limited Partnership Agreement (Brookfield Business Partners L.P.)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer AgentAgent (for Common Units or Preference Units) or the Partnership (for Partnership Interests other than Common Units or Preference Units), the appropriate officers of the General Partner Officers on behalf of the Partnership shall execute, and the Transfer Agent (for Common Units or Preference Units) shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests as the Certificate so surrendered. (b) The appropriate officers of the General Partner Officers on behalf of the Partnership shall execute and deliver, and the Transfer Agent (for Common Units or Preference Units), as applicable, shall countersign, a new Certificate in place of any Certificate previously issued, or issue uncertificated Units, if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General PartnerPartnership, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate or the issuance of uncertificated Units before the General Partner Partnership has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General PartnerPartnership, delivers to the General Partner Partnership a bond, in form and substance satisfactory to the General PartnerPartnership, with surety or sureties and with fixed or open penalty as the General Partner Board of Directors may direct to indemnify the Partnership, the Partners, the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer AgentBoard of Directors. If a Limited Partner fails to notify the General Partner Partnership within a reasonable period of time after such Limited Partner he has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new CertificateCertificate or uncertificated Units. (c) As a condition to the issuance of any new Certificate or uncertificated Units under this Section 4.2, the General Partner Partnership may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 5 contracts

Samples: Agreement of Limited Partnership (GasLog Partners LP), Limited Partnership Agreement (GasLog Partners LP), Limited Partnership Agreement (GasLog Partners LP)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer Agent, the appropriate officers of the General Partner on behalf of the Partnership shall execute, and the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests Securities as the Certificate so surrendered. (b) The appropriate officers of the General Partner on behalf of the Partnership shall execute and deliver, and the Transfer Agent shall countersign, countersign a new Certificate in place of any Certificate previously issued, issued if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General PartnerPartnership, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate before the General Partner Partnership has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General PartnerPartnership, delivers to the General Partner Partnership a bond, in form and substance satisfactory to the General PartnerPartnership, with surety or sureties and with fixed or open penalty as the General Partner Partnership may direct reasonably direct, in its sole discretion, to indemnify the Partnership, the Partners, the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer AgentPartnership. If a Limited Partner or Assignee fails to notify the General Partner Partnership within a reasonable period of time after such Limited Partner he has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner or Assignee shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new Certificate. (c) As a condition to the issuance of any new Certificate under this Section 4.2, the General Partner Partnership may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith. (d) In lieu of issuing a new Certificate pursuant to this Section 4.2, the Transfer Agent may cause Common Units represented by such Certificate to be uncertificated; provided, that any Record Holder may request a Certificate at the Partnership’s expense.

Appears in 5 contracts

Samples: Limited Partnership Agreement (Penn Virginia Resource Partners L P), Limited Partnership Agreement (Penn Virginia Resource Partners L P), Merger Agreement (Penn Virginia GP Holdings, L.P.)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer AgentAgent or the Partnership, as applicable, the appropriate officers of the General Partner Officers on behalf of the Partnership shall execute, and the Transfer Agent or the Partnership, as applicable, shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests as the Certificate so surrendered. (b) The appropriate officers of the General Partner Officers on behalf of the Partnership shall execute and deliver, and the Transfer Agent (for Common Units), as applicable, shall countersign, a new Certificate in place of any Certificate previously issued, or issue uncertificated Units, if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General PartnerPartnership, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate or the issuance of uncertificated Units before the General Partner Partnership has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General PartnerPartnership, delivers to the General Partner Partnership a bond, in form and substance satisfactory to the General PartnerPartnership, with surety or sureties and with fixed or open penalty as the General Partner Board of Directors may direct to indemnify the Partnership, the Partners, the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer AgentBoard of Directors. If a Limited Partner fails to notify the General Partner Partnership within a reasonable period of time after such Limited Partner he has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new CertificateCertificate or uncertificated Units. (c) As a condition to the issuance of any new Certificate or uncertificated Units under this Section 4.2, the General Partner Partnership may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 5 contracts

Samples: Limited Partnership Agreement (KNOT Offshore Partners LP), Series a Preferred Unit Purchase Agreement (KNOT Offshore Partners LP), Limited Partnership Agreement (KNOT Offshore Partners LP)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) 13.2.1. If any mutilated Certificate is surrendered to the Transfer AgentGeneral Partner, the appropriate officers of the General Partner on behalf of the Partnership shall execute, and the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests as the Certificate so surrendered. (b) 13.2.2. The appropriate officers of the General Partner on behalf of the Partnership shall execute execute, countersign and deliver, and the Transfer Agent shall countersign, deliver a new Certificate in place of any Certificate previously issued, issued if the Record Holder of the Certificate: (i) 13.2.2.1 makes proof by affidavit, in form and substance satisfactory to the General Partner, that a previously issued Certificate has been lost, destroyed or stolen; (ii) 13.2.2.2 requests the issuance of a new Certificate before the General Partner Partnership has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) 13.2.2.3 if requested by the General Partner, delivers to the General Partner Partnership a bond, in form and substance satisfactory to the General Partner, with surety or sureties and with fixed or open penalty as the General Partner may direct reasonably direct, in its sole discretion, to indemnify the Partnership, the Partners, and the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) 13.2.2.4 satisfies any other reasonable requirements imposed by the General Partner or the Transfer AgentPartner. 13.2.3. If a Limited Partner Record Holder fails to notify the General Partner Partnership within a reasonable period of time after such Limited Partner the holder has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Partnership Interests represented by the Certificate is registered before the Partnership, Partnership or the General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner Record Holder shall be precluded from making any claim against the Partnership, Partnership or the General Partner or the Transfer Agent for such transfer or for a new Certificate. (c) 13.2.4. As a condition to the issuance of any new Certificate under this Section 4.213.2, the General Partner may require the payment of a sum sufficient to cover any tax Tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 5 contracts

Samples: Limited Partnership Agreement (Brookfield Renewable Partners L.P.), Limited Partnership Agreement (Brookfield Renewable Energy Partners L.P.), Limited Partnership Agreement (Brookfield Renewable Energy Partners L.P.)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer Agent, the appropriate officers of the General Partner on behalf of the Partnership shall execute, and the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests as the Certificate so surrendered. (b) The appropriate officers of the General Partner on behalf of the Partnership shall execute and deliver, and the Transfer Agent shall countersign, a new Certificate in place of any Certificate previously issued, if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General Partner, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate before the General Partner has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General Partner, delivers to the General Partner a bond, in form and substance satisfactory to the General Partner, with surety or sureties and with fixed or open penalty as the General Partner may direct to indemnify the Partnership, the Partners, the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer Agent. If a Limited Partner fails to notify the General Partner within a reasonable period of time after such Limited Partner has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new Certificate. (c) As a condition to the issuance of any new Certificate under this Section 4.2, the General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 5 contracts

Samples: Limited Partnership Agreement (New Source Energy Partners L.P.), Limited Partnership Agreement, Limited Partnership Agreement (New Source Energy Partners L.P.)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer AgentAgent (for Common Units) or the General Partner (for Partnership Securities other than Common Units), the appropriate officers of the General Partner on behalf of the Partnership shall execute, and the Transfer Agent (for Common Units) or the Partnership (for Partnership Securities other than Common Units) shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests Securities as the Certificate so surrendered. (b) The appropriate officers of the General Partner on behalf of the Partnership shall execute and deliver, and the Transfer Agent (for Common Units) or the Partnership (for Partnership Securities other than Common Units) shall countersign, a new Certificate in place of any Certificate previously issued, issued if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General Partner, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate before the General Partner has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General Partner, delivers to the General Partner a bond, in form and substance satisfactory to the General Partner, with surety or sureties and with fixed or open penalty as the General Partner may direct to indemnify the Partnership, the Partners, the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer Agent. Partner. (c) If a Limited Partner or Assignee fails to notify the General Partner within a reasonable period of time after such Limited Partner he has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner or Assignee shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new Certificate. (cd) As a condition to the issuance of any new Certificate under this Section 4.2, the General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 5 contracts

Samples: Limited Partnership Agreement (Energy Transfer LP), Limited Partnership Agreement, Merger Agreement (Energy Transfer Equity, L.P.)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer Agent, the appropriate officers of the General Partner NuStar GP on behalf of the Partnership shall execute, and the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests Securities as the Certificate so surrendered. (b) The appropriate officers of the General Partner NuStar GP on behalf of the Partnership shall execute and deliver, and the Transfer Agent shall countersign, countersign a new Certificate in place of any Certificate previously issued, issued if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General PartnerPartnership, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate before the General Partner Partnership has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General PartnerPartnership, delivers to the General Partner Partnership a bond, in form and substance satisfactory to the General PartnerPartnership, with surety or sureties and with fixed or open penalty as the General Partner Partnership may direct reasonably direct, in its sole discretion, to indemnify the Partnership, the Partners, the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer AgentPartnership. If a Limited Partner or Assignee fails to notify the General Partner Partnership within a reasonable period of time after such Limited Partner he has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner or Assignee shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new Certificate. (c) As a condition to the issuance of any new Certificate under this Section 4.2, the General Partner Partnership may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 4 contracts

Samples: Limited Partnership Agreement (NuStar Energy L.P.), Limited Partnership Agreement (NuStar Energy L.P.), Limited Partnership Agreement (NuStar Energy L.P.)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer Agent, the appropriate officers of the General Partner on behalf of the Partnership shall execute, and the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate Certificate, or shall deliver other evidence of the issuance of uncertificated Partnership Securities, evidencing the same number and type of Partnership Interests or Derivative Partnership Interests Securities as the Certificate so surrendered. (b) The appropriate officers of the General Partner on behalf of the Partnership shall execute and deliver, and the Transfer Agent shall countersign, a new Certificate Certificate, or shall deliver other evidence of the issuance of uncertificated Partnership Securities, in place of any Certificate previously issued, issued if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General Partner, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate Certificate, or other evidence of the issuance of uncertificated Partnership Securities, before the General Partner has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General Partner, delivers to the General Partner a bond, in form and substance satisfactory to the General Partner, with surety or sureties and with fixed or open penalty as the General Partner may direct to indemnify the Partnership, the Partners, the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer AgentPartner. If a Limited Partner fails to notify the General Partner within a reasonable period of time after such Limited Partner he has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new Certificate, or other evidence of the issuance of uncertificated Partnership Securities. (c) As a condition to the issuance of any new Certificate Certificate, or other evidence of the issuance of uncertificated Partnership Securities, under this Section 4.2, the General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 4 contracts

Samples: Limited Partnership Agreement (Legacy Reserves Lp), Limited Partnership Agreement (Legacy Reserves Lp), Agreement of Limited Partnership (Legacy Reserves Lp)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer Agent, the appropriate officers of the General Partner specified in Section 4.1 on behalf of the Partnership shall execute, and the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests as the Certificate so surrendered. (b) The appropriate officers of the General Partner specified in Section 4.1 on behalf of the Partnership shall execute and deliver, and the Transfer Agent shall countersign, a new Certificate in place of any Certificate previously issued, issued if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General Partner, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate before the General Partner has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General Partner, delivers to the General Partner and the Transfer Agent a bond, in form and substance satisfactory to the General Partner, with surety or sureties and with fixed or open penalty as the General Partner may direct direct, to indemnify the Partnership, the Partners, the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer AgentPartner. If a Limited Partner fails to notify the General Partner within a reasonable period of time after such Limited Partner has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Partnership Interests represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new Certificate. (c) As a condition to the issuance of any new Certificate under this Section 4.2, the General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 4 contracts

Samples: Limited Partnership Agreement, Limited Partnership Agreement (Emerge Energy Services LP), Limited Partnership Agreement

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer Agent, the appropriate officers of the General Partner on behalf of the Partnership shall execute, and the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests Securities as the Certificate so surrendered. (b) The appropriate officers of the General Partner on behalf of the Partnership shall execute and deliver, and the Transfer Agent shall countersign, countersign a new Certificate in place of any Certificate previously issued, issued if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General Partner, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate before the General Partner has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General Partner, delivers to the General Partner a bond, in form and substance satisfactory to the General Partner, with surety or sureties and with fixed or open penalty as the General Partner may direct direct, to indemnify the Partnership, the Partners, the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer AgentPartner. If a Limited Partner or Assignee fails to notify the General Partner within a reasonable period of time after such Limited Partner he has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner or Assignee shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new Certificate. (c) As a condition to the issuance of any new Certificate under this Section 4.2, the General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 4 contracts

Samples: Limited Partnership Agreement (Stonemor Partners Lp), Limited Partnership Agreement (Stonemor Partners Lp), Limited Partnership Agreement (Stonemor Partners Lp)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer AgentAgent (for Common Units, Class B Units or Preference Units) or the Partnership (for Partnership Interests other than Common Units, Class B Units or Preference Units), the appropriate officers of the General Partner Officers on behalf of the Partnership shall execute, and the Transfer Agent (for Common Units, Class B Units or Preference Units) shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests as the Certificate so surrendered. (b) The appropriate officers of the General Partner Officers on behalf of the Partnership shall execute and deliver, and the Transfer Agent (for Common Units, Class B Units or Preference Units), as applicable, shall countersign, a new Certificate in place of any Certificate previously issued, or issue uncertificated Units, if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General PartnerPartnership, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate or the issuance of uncertificated Units before the General Partner Partnership has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General PartnerPartnership, delivers to the General Partner Partnership a bond, in form and substance satisfactory to the General PartnerPartnership, with surety or sureties and with fixed or open penalty as the General Partner Board of Directors may direct to indemnify the Partnership, the Partners, the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer AgentBoard of Directors. If a Limited Partner fails to notify the General Partner Partnership within a reasonable period of time after such Limited Partner he has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new CertificateCertificate or uncertificated Units. (c) As a condition to the issuance of any new Certificate or uncertificated Units under this Section 4.2, the General Partner Partnership may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 4 contracts

Samples: Limited Partnership Agreement (GasLog Partners LP), Limited Partnership Agreement (GasLog Partners LP), Limited Partnership Agreement

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer Agent, the appropriate officers of the General Partner on behalf of the Partnership shall execute, and upon its request the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests Units as the Certificate so surrendered. (b) The appropriate officers of the General Partner on behalf of the Partnership shall execute and deliverexecute, and upon its request the Transfer Agent shall countersigncountersign and deliver (or, in the case of Units issued in global form, register in accordance with the rules and regulations of the Depositary) a new Certificate in place of any Certificate previously issued, issued if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General Partner, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate before the General Partner Partnership has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General Partner, delivers to the General Partner Partnership a bond, in form and substance satisfactory to the General Partner, Partner with surety or sureties and with fixed or open penalty as the General Partner may direct reasonably direct, in its sole discretion, to indemnify the Partnership, the Partners, the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer AgentPartner. If a Limited Partner or Assignee fails to notify the General Partner Partnership within a reasonable period of time after such Limited Partner he has notice of the loss, destruction or theft of a Certificate, and a transfer of the Units representing Limited Partner Interests represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner or Assignee shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new Certificate. (c) As a condition to the issuance of any new Certificate under this Section 4.210.3, the General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed imposed, in relation relation, thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 4 contracts

Samples: Limited Partnership Agreement (Star Group Lp), Limited Partnership Agreement (Star Gas Finance Co), Limited Partnership Agreement (Star Gas Partners Lp)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer Agent, the appropriate officers of the General Partner Officers on behalf of the Partnership Company shall execute, and the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate Certificate, or shall deliver other evidence of the issuance of uncertificated Company Securities, evidencing the same number and type of Partnership Interests or Derivative Partnership Interests Company Securities as the Certificate so surrendered. (ba) The appropriate officers of the General Partner Officers on behalf of the Partnership Company shall execute and deliver, and the Transfer Agent shall countersign, countersign a new Certificate Certificate, or shall deliver other evidence of the issuance of uncertificated Company Securities, in place of any Certificate previously issued, issued if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General PartnerCompany, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate Certificate, or other evidence of the issuance of uncertificated Company Securities, before the General Partner Company has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General PartnerCompany, delivers to the General Partner Company a bond, in form and substance satisfactory to the General PartnerCompany, with surety or sureties and with fixed or open penalty as the General Partner Company may direct to indemnify the Partnership, the Partners, the General Partner Company and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer AgentCompany. If a Limited Partner Member fails to notify the General Partner Company within a reasonable period of time after such Limited Partner he has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the General Partner Company or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner Member shall be precluded from making any claim against the Partnership, the General Partner Company or the Transfer Agent for such transfer or for a new CertificateCertificate or other evidence of the issuance of uncertificated Company Securities. (cb) As a condition to the issuance of any new Certificate Certificate, or other evidence of the issuance of uncertificated Company Securities, under this Section 4.2, the General Partner Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 4 contracts

Samples: Limited Liability Company Agreement (Cheniere Energy Partners LP Holdings, LLC), Limited Liability Company Agreement (LinnCo LLC), Limited Liability Company Agreement (LinnCo LLC)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer Agent, the appropriate officers of the General Partner Officers on behalf of the Partnership Company shall execute, and the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests Company Securities as the Certificate so surrendered. (ba) The appropriate officers of the General Partner Officers on behalf of the Partnership Company shall execute and deliver, and the Transfer Agent shall countersign, countersign a new Certificate in place of any Certificate previously issued, issued if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General PartnerCompany, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate before the General Partner Company has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General PartnerCompany, delivers to the General Partner Company a bond, in form and substance satisfactory to the General PartnerCompany, with surety or sureties and with fixed or open penalty as the General Partner Company may direct to indemnify the Partnership, the Partners, the General Partner Company and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer AgentCompany. If a Limited Partner Member fails to notify the General Partner Company within a reasonable period of time after such Limited Partner he has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Member’s Member Interests represented by the Certificate is registered before the Partnership, the General Partner Company or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner Member shall be precluded from making any claim against the Partnership, the General Partner Company or the Transfer Agent for such transfer or for a new Certificate. (cb) As a condition to the issuance of any new Certificate under this Section 4.2, the General Partner Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 4 contracts

Samples: Limited Liability Company Agreement (Vanguard Natural Resources, LLC), Limited Liability Company Agreement (Vanguard Natural Resources, LLC), Limited Liability Company Agreement (Vanguard Natural Resources, LLC)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer AgentAgent (for Common Units) or the Partnership (for Partnership Interests other than Common Units), the appropriate officers of the General Partner Officers on behalf of the Partnership shall execute, and the Transfer Agent (for Common Units) shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests as the Certificate so surrendered. (b) The appropriate officers of the General Partner Officers on behalf of the Partnership shall execute and deliver, and the Transfer Agent (for Common Units), as applicable, shall countersign, a new Certificate in place of any Certificate previously issued, or issue uncertificated Units, if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General PartnerPartnership, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate or the issuance of uncertificated Units before the General Partner Partnership has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General PartnerPartnership, delivers to the General Partner Partnership a bond, in form and substance satisfactory to the General PartnerPartnership, with surety or sureties and with fixed or open penalty as the General Partner Board of Directors may direct to indemnify the Partnership, the Partners, the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer AgentBoard of Directors. If a Limited Partner fails to notify the General Partner Partnership within a reasonable period of time after such Limited Partner he has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new CertificateCertificate or uncertificated Units. (c) As a condition to the issuance of any new Certificate or uncertificated Units under this Section 4.2, the General Partner Partnership may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 4 contracts

Samples: Limited Partnership Agreement (Hoegh LNG Partners LP), Agreement of Limited Partnership (GasLog Partners LP), Limited Partnership Agreement (KNOT Offshore Partners LP)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) 10.2.1 If any mutilated Certificate is surrendered to the Transfer Agent, the appropriate officers of the General Partner on behalf of the Partnership shall execute, and upon its request the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests as the Certificate so surrendered. (b) 10.2.2 The appropriate officers of the General Partner on behalf of the Partnership shall execute and deliverexecute, and upon its request the Transfer Agent shall countersign, countersign and deliver a new Certificate in place of any Certificate previously issued, issued if the Record Holder of the Certificate: (i) 10.2.2.1 makes proof by affidavit, in form and substance satisfactory to the General Partner, that a previously issued Certificate has been lost, destroyed or stolen; (ii) 10.2.2.2 requests the issuance of a new Certificate before the General Partner Partnership has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) 10.2.2.3 if requested by the General Partner, delivers to the General Partner Partnership a bond, in form and substance satisfactory to the General Partner, with surety or sureties and with fixed or open penalty as the General Partner may direct reasonably direct, in its sole discretion, to indemnify the Partnership, the Partners, the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) 10.2.2.4 satisfies any other reasonable requirements imposed by the General Partner or the Transfer Agent. Partner. 10.2.3 If a Limited Partner Record Holder fails to notify the General Partner Partnership within a reasonable period of time after such Limited Partner the holder has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Partnership Interests represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner Record Holder shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new Certificate. (c) 10.2.4 As a condition to the issuance of any new Certificate under this Section 4.210.2, the General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 4 contracts

Samples: Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.), Limited Partnership Agreement, Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer Agent, the appropriate officers of the General Partner on behalf of the Partnership shall execute, and upon its request the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests Units as the Certificate so surrendered. (b) The appropriate officers of the General Partner on behalf of the Partnership shall execute and deliverexecute, and upon its request the Transfer Agent shall countersign, countersign and deliver a new Certificate in place of any Certificate previously issued, issued if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General Partner, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate before the General Partner Partnership has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General Partner, delivers to the General Partner Partnership a bond, in form and substance satisfactory to the General Partner, with surety or sureties and with fixed or open penalty as the General Partner may direct reasonably direct, in its sole discretion, to indemnify the Partnership, the Partners, the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer AgentPartner. If a Limited Partner or Assignee fails to notify the General Partner Partnership within a reasonable period of time after such Limited Partner he has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests Units represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner or Assignee shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new Certificate. (c) As a condition to the issuance of any new Certificate under this Section 4.210.3, the General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 4 contracts

Samples: Limited Partnership Agreement (Amerigas Partners Lp), Limited Partnership Agreement (Amerigas Partners Lp), Limited Partnership Agreement (Amerigas Partners Lp)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer Agent, the appropriate officers of the General Partner on behalf of the Partnership shall execute, and the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests as the Certificate so surrendered. (b) The appropriate officers of the General Partner on behalf of the Partnership shall execute and deliver, and the Transfer Agent shall countersign, a new Certificate in place of any Certificate previously issued, issued if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General Partner, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate before the General Partner has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General Partner, delivers to the General Partner a bond, in form and substance satisfactory to the General Partner, with surety or sureties and with fixed or open penalty as the General Partner may direct direct, to indemnify the Partnership, the Partners, the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer AgentPartner. If a Limited Partner fails to notify the General Partner within a reasonable period of time after such Limited Partner has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new Certificate. (c) As a condition to the issuance of any new Certificate under this Section 4.2, the General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 4 contracts

Samples: Limited Partnership Agreement (Sprague Resources LP), Limited Partnership Agreement (Sprague Resources LP), Limited Partnership Agreement (Sprague Resources LP)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer AgentAgent or the General Partner, as applicable, the appropriate officers of the General Partner on behalf of the Partnership shall execute, and the Transfer Agent or the General Partner, as applicable, shall countersign and deliver in exchange therefor, a new Certificate Certificate, or shall deliver other evidence of the issuance of uncertificated Units, evidencing the same number and type of Partnership Interests or Derivative Partnership Interests Securities as the Certificate so surrendered. (b) The appropriate officers of the General Partner on behalf of the Partnership shall execute and deliver, and the Transfer Agent (for Common Units) shall countersign, a new Certificate in place of any Certificate previously issued, issued if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General Partner, that a previously issued issued (ii) Certificate has been lost, destroyed or stolen; (iiiii) requests the issuance of a new Certificate Certificate, or other evidence of the issuance of uncertificated Units, before the General Partner has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iiiiv) if requested by the General Partner, delivers to the General Partner a bond, in form and substance satisfactory to the General Partner, with surety or sureties and with fixed or open penalty as the General Partner may direct to indemnify the Partnership, the Partners, the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (ivv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer AgentPartner. If a Limited Partner fails to notify the General Partner within a reasonable period of time after such Limited Partner he has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new CertificateCertificate or other evidence of the issuance of uncertificated Units. (c) As a condition to the issuance of any new Certificate Certificate, or other evidence of the issuance of uncertificated Units, under this Section 4.2, the General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 4 contracts

Samples: Limited Partnership Agreement (Western Midstream Operating, LP), Limited Partnership Agreement (Western Midstream Partners, LP), Contribution Agreement and Agreement and Plan of Merger (Western Gas Partners LP)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer Agent, then the appropriate officers of the General Partner Officers on behalf of the Partnership Company shall execute, and upon the Company's request the Transfer Agent shall countersign and deliver in exchange thereforfor, a new Certificate evidencing the same aggregate number and type of Partnership Interests or Derivative Partnership Interests Company Securities as the Certificate so surrendered. (b) The appropriate officers of the General Partner Officers on behalf of the Partnership Company shall execute and deliverexecute, and upon the Company's request the Transfer Agent shall countersigncountersign and deliver, a new Certificate in place of any Certificate previously issued, issued if the Record Holder of the Certificate: (i) makes proof by affidavit, affidavit in form and substance satisfactory to the General Partner, an Officer that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate before the General Partner Company has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General Partnerrequested, delivers to the General Partner Company a bond, in form and substance satisfactory to the General PartnerCompany, with surety or sureties and with fixed or open penalty as the General Partner Company may direct reasonably direct, in its sole discretion, to indemnify the Partnership, the Partners, the General Partner Company and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or Company, including the Transfer Agentrequirement to make a payment pursuant to Subsection 3.6(c). If a Limited Partner Shareholder fails to notify the General Partner Company within a reasonable period of time after such Limited Partner Shareholder has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests Company Securities represented by the Certificate is registered before the Partnership, the General Partner Company or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner Shareholder shall be precluded from making any claim against the Partnership, the General Partner Company or the Transfer Agent for such transfer or for a new Certificate. (c) As a condition to the issuance of any new Certificate under this Section 4.23.6, the General Partner Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 4 contracts

Samples: Limited Liability Company Agreement (Kinder Morgan Management LLC), Limited Liability Company Agreement (Kinder Morgan Energy Partners L P), Limited Liability Company Agreement (Kinder Morgan Management LLC)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer Agent, the appropriate officers of the General Partner on behalf of the Partnership shall execute, and and, upon its request, the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests Units as the Certificate so surrendered. (b) The appropriate officers of the General Partner on behalf of the Partnership shall execute and deliverexecute, and and, upon its request, the Transfer Agent shall countersign, countersign and deliver a new Certificate in place of any Certificate previously issued, issued if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General Partner, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate before the General Partner Partnership has received notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General Partner, delivers to the Partnership such security or indemnity as may be required by the General Partner a bondPartner, in form and substance satisfactory to the General Partner, with surety or sureties and with fixed or open penalty as the General Partner may direct direct, in its sole discretion, to indemnify the Partnership, the Partners, the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer AgentPartner. If a Limited Partner or Assignee fails to notify the General Partner Partnership within a reasonable period of time after such Limited Partner he has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests Units represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner or Assignee shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new Certificate. (c) As a condition to the issuance of any new Certificate under this Section 4.210.3, the General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including including, without limitation, the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 4 contracts

Samples: Limited Partnership Agreement (Enbridge Energy Partners Lp), Agreement of Limited Partnership (Enbridge Energy Management L L C), Limited Partnership Agreement (Enbridge Energy Partners Lp)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer AgentAgent (for Common Units) or the General Partner (for Partnership Securities other than Common Units), the appropriate officers of the General Partner on behalf of the Partnership shall execute, and the Transfer Agent (for Common Units) or the General Partner (for Partnership Securities other than Common Units) shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests Securities as the Certificate so surrendered. (b) The appropriate officers of the General Partner on behalf of the Partnership shall execute and deliver, and the Transfer Agent (for Common Units) shall countersign, a new Certificate in place of any Certificate previously issued, or issue uncertificated Common Units, if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General Partner, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate or the issuance of uncertificated Units before the General Partner has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General Partner, delivers to the General Partner a bond, in form and substance satisfactory to the General Partner, with surety or sureties and with fixed or open penalty as the General Partner may direct to indemnify the Partnership, the Partners, the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer AgentPartner. If a Limited Partner fails to notify the General Partner within a reasonable period of time after such Limited Partner he has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new CertificateCertificate or uncertificated Units. (c) As a condition to the issuance of any new Certificate or uncertificated Unit under this Section 4.2, the General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 4 contracts

Samples: Limited Partnership Agreement (Blueknight Energy Partners, L.P.), Limited Partnership Agreement (SemGroup Energy Partners, L.P.), Limited Partnership Agreement (Quest Energy Partners, L.P.)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer Agent, the appropriate officers of the Managing General Partner on behalf of the Partnership shall execute, and the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests Securities as the Certificate so surrendered. (b) The appropriate officers of the Managing General Partner on behalf of the Partnership shall execute and deliver, and the Transfer Agent shall countersign, countersign a new Certificate in place of any Certificate previously issued, issued if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General PartnerPartnership, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate before the General Partner Partnership has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General PartnerPartnership, delivers to the General Partner Partnership a bond, in form and substance satisfactory to the General PartnerPartnership, with surety or sureties and with fixed or open penalty as the General Partner Partnership may direct reasonably direct, in its sole discretion, to indemnify the Partnership, the Partners, the Managing General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer AgentPartnership. If a Limited Partner or Assignee fails to notify the General Partner Partnership within a reasonable period of time after such Limited Partner he has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the Managing General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner or Assignee shall be precluded from making any claim against the Partnership, the Managing General Partner or the Transfer Agent for such transfer or for a new Certificate. (c) As a condition to the issuance of any new Certificate under this Section 4.2, the General Partner Partnership may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 4 contracts

Samples: Limited Partnership Agreement (Inergy L P), Limited Partnership Agreement (Alliance Resource Partners Lp), Limited Partnership Agreement (Inergy L P)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer Agent, the appropriate officers of the General Partner on behalf of the Partnership shall execute, and the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests Securities as the Certificate so surrendered. (b) The appropriate officers of the General Partner on behalf of the Partnership shall execute and deliver, and the Transfer Agent shall countersign, a new Certificate in place of any Certificate previously issued, issued if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General Partner, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate before the General Partner has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General Partner, delivers to the General Partner a bond, in form and substance satisfactory to the General Partner, with surety or sureties and with fixed or open penalty as the General Partner may direct to indemnify the Partnership, the Partners, the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer AgentPartner. If a Limited Partner or Assignee fails to notify the General Partner within a reasonable period of time after such Limited Partner he has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner or Assignee shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new Certificate. (c) As a condition to the issuance of any new Certificate under this Section 4.2, the General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 4 contracts

Samples: Limited Partnership Agreement (Holly Energy Partners Lp), Equity Restructuring Agreement (HollyFrontier Corp), Equity Restructuring Agreement (Holly Energy Partners Lp)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer Agent, the appropriate officers of the General Partner on behalf of the Partnership shall execute, and upon its request the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests Units as the Certificate so surrendered. (b) The appropriate officers of the General Partner on behalf of the Partnership shall execute and deliverexecute, and upon its request, in the case of Common Units, the Transfer Agent shall countersigncountersign and deliver (or, in the case of Units issued in global or book-entry form, register in accordance with the rules and regulations of the Depositary) a new Certificate in place of any Certificate previously issued, issued if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General Partner, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate before the General Partner Partnership has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General Partner, delivers to the General Partner Partnership a bond, in form and substance satisfactory to the General Partner, with surety or sureties and with fixed or open penalty as the General Partner may direct reasonably direct, in its sole discretion, to indemnify the Partnership, the Partners, the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer AgentPartner. If a Limited Partner or Assignee fails to notify the General Partner Partnership within a reasonable period of time after such Limited Partner he has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests Units represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner or Assignee shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new Certificate. (c) As a condition to the issuance of any new Certificate under this Section 4.210.3, the General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including including, without limitation, the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 4 contracts

Samples: Limited Partnership Agreement (Ferrellgas Finance Corp), Limited Partnership Agreement (Ferrellgas L P), Limited Partnership Agreement (Ferrellgas Partners Finance Corp)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer Agent, the appropriate officers of the General Partner Managing Member on behalf of the Partnership Company shall execute, and the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Membership Interests as the Certificate so surrendered. (b) The appropriate officers of the General Partner Managing Member on behalf of the Partnership Company shall execute and deliver, and the Transfer Agent shall countersign, a new Certificate in place of any Certificate previously issued, issued if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General PartnerManaging Member, that a previously issued Certificate has been lost, destroyed destroyed, or stolen; (ii) requests the issuance of a new Certificate before the General Partner Managing Member has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General PartnerManaging Member, delivers to the General Partner Managing Member a bond, in form and substance satisfactory to the General PartnerManaging Member, with surety or sureties and with fixed or open penalty as the General Partner Managing Member may direct to indemnify the PartnershipCompany, the PartnersMembers, the General Partner Managing Member, and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner Managing Member or the Transfer Agent. If a Limited Partner Non-Managing Member fails to notify the General Partner Managing Member within a reasonable period of time after such Limited Partner Non-Managing Member has notice of the loss, destruction destruction, or theft of a Certificate, and a transfer of the Limited Partner Non-Managing Member Interests represented by the Certificate is registered before the PartnershipCompany, the General Partner Managing Member or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner Non-Managing Member shall be precluded from making any claim against the PartnershipCompany, the General Partner Managing Member or the Transfer Agent for such transfer or for a new Certificate. (c) As a condition to the issuance of any new Certificate under this Section 4.2, the General Partner Managing Member may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 3 contracts

Samples: Operating Agreement (EnLink Midstream, LLC), Preferred Restructuring Agreement (EnLink Midstream, LLC), Preferred Restructuring Agreement (EnLink Midstream Partners, LP)

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Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer Agent, the appropriate officers of the General Partner Officers on behalf of the Partnership Company shall execute, and the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests Company Securities as the Certificate so surrendered. (ba) The appropriate officers of the General Partner Officers on behalf of the Partnership Company shall execute and deliver, and the Transfer Agent shall countersign, a new Certificate in place of any Certificate previously issued, issued if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General PartnerCompany, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate before the General Partner Company has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General PartnerCompany, delivers to the General Partner Company a bond, in form and substance satisfactory to the General PartnerCompany, with surety or sureties and with fixed or open penalty as the General Partner Company may direct to indemnify the Partnership, the Partners, the General Partner Company and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer AgentCompany. If a Limited Partner Member fails to notify the General Partner Company within a reasonable period of time after such Limited Partner he has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Member Interests represented by the Certificate is registered before the Partnership, the General Partner Company or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner Member shall be precluded from making any claim against the Partnership, the General Partner Company or the Transfer Agent for such transfer or for a new Certificate. (cb) As a condition to the issuance of any new Certificate under this Section 4.2, the General Partner Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 3 contracts

Samples: Operating Agreement, Operating Agreement (Constellation Energy Partners LLC), Operating Agreement (Atlas Energy Resources, LLC)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer Agent, the appropriate officers of the General Partner an Officer, on behalf of the Partnership Company, shall execute, and upon its request the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests Units as the Certificate so surrendered. (b) The appropriate officers of the General Partner An Officer on behalf of the Partnership Company shall execute and deliverexecute, and upon its request the Transfer Agent shall countersign, countersign and deliver a new Certificate in place of any Certificate previously issued, issued if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General PartnerBoard of Directors, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate before the General Partner has Company as notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General PartnerBoard of Directors (or an Officer delegated authority under this Section), delivers to the General Partner Company a bond, in form and substance satisfactory to the General PartnerBoard of Directors (or an Officer delegated authority under this Section), with surety or sureties and with fixed or open penalty as the General Partner Board of Directors (or an Officer delegated authority under this Section) may direct reasonably direct, in its sole discretion to indemnify the PartnershipCompany, the Partners, the General Partner Board of Directors and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner Board of Directors (or the Transfer Agentan Officer delegated authority under this Section). If a Limited Partner Member or Assignee fails to notify the General Partner Company within a reasonable period of time after such Limited Partner he has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests Units represented by the Certificate is registered before the PartnershipCompany, the General Partner Board of Directors or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner Member or Assignee shall be precluded from making any claim against the PartnershipCompany, the General Partner Board of Directors or the Transfer Agent for such transfer or for a new Certificate. (c) As a condition to the issuance of any new Certificate under this Section 4.210.3, the General Partner Board of Directors (or an Officer delegated authority under this Section) may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including including, without limitation, the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Eott Energy LLC), Limited Liability Company Agreement (Eott Energy LLC), Limited Liability Company Agreement (Eott Energy Finance Corp)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer Agent, the appropriate officers of the General Partner on behalf of the Partnership shall execute, and the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests as the Certificate so surrendered. (b) The appropriate officers of the General Partner on behalf of the Partnership shall execute and deliver, and the Transfer Agent shall countersign, a new Certificate in place of any Certificate previously issued, issued if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General Partner, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate before the General Partner has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General Partner, delivers to the General Partner a bond, in form and substance satisfactory to the General Partner, with surety or sureties and with fixed or open penalty as the General Partner may direct to indemnify the Partnership, the Partners, the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer Agent. If a Limited Partner fails to notify the General Partner within a reasonable period of time after such Limited Partner has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, the Limited Partner shall, to the fullest extent permitted by law, the Limited Partner shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new Certificate. (c) As a condition to the issuance of any new Certificate under this Section 4.2, the General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 3 contracts

Samples: Limited Partnership Agreement (USD Partners LP), Contribution, Conveyance and Assumption Agreement (USD Partners LP), Limited Partnership Agreement (USD Partners LP)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer AgentAgent (for Common Units or Preferred Units) or the Partnership (for Partnership Interests other than Common Units or Preferred Units), the appropriate officers of the General Partner Officers on behalf of the Partnership shall execute, and the Transfer Agent (for Common Units or Preferred Units) shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests as the Certificate so surrendered. (b) The appropriate officers of the General Partner Officers on behalf of the Partnership shall execute and deliver, and the Transfer Agent (for Common Units or Preferred Units) shall countersign, a new Certificate in place of any Certificate previously issued, or issue uncertificated Units, if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General PartnerPartnership, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate or the issuance of uncertificated Units before the General Partner Partnership has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General PartnerPartnership, delivers to the General Partner Partnership a bond, in form and substance satisfactory to the General PartnerPartnership, with surety or sureties and with fixed or open penalty as the General Partner Board of Directors may direct to indemnify the Partnership, the Partners, the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer AgentBoard of Directors. If a Limited Partner fails to notify the General Partner Partnership within a reasonable period of time after such Limited Partner he has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new CertificateCertificate or uncertificated Units. (c) As a condition to the issuance of any new Certificate or uncertificated Units under this Section 4.2, the General Partner Partnership may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 3 contracts

Samples: Limited Partnership Agreement (Dynagas LNG Partners LP), Limited Partnership Agreement (Golar LNG Partners LP), Limited Partnership Agreement (Dynagas LNG Partners LP)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate evidencing Common Units is surrendered to the Transfer AgentAgent or any mutilated Certificate evidencing other Partnership Securities is surrendered to the Managing Partner, the appropriate officers of the General Managing Partner on behalf of the Managing Partner on behalf of the Partnership shall execute, and and, if applicable, the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests Securities as the Certificate so surrendered. (b) The appropriate officers of the General Managing Partner on behalf of the Managing Partner on behalf of the Partnership shall execute and deliver, and and, if applicable, the Transfer Agent shall countersign, countersign a new Certificate in place of any Certificate previously issued, issued if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General Managing Partner, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate before the General Managing Partner has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General Managing Partner, delivers to the General Managing Partner a bond, in form and substance satisfactory to the General Managing Partner, with surety or sureties and with fixed or open penalty as the General Partner Managing Partner, in its sole discretion, may direct to indemnify the Partnership, the Partners, the General Managing Partner and and, if applicable, the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer AgentManaging Partner. If a Limited Partner Record Holder fails to notify the General Managing Partner within a reasonable period of time after such Limited Partner he has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the General Managing Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner Record Holder shall be precluded from making any claim against the Partnership, the General Managing Partner or the Transfer Agent for such transfer or for a new Certificate. (c) As a condition to the issuance of any new Certificate under this Section 4.2, the General Managing Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent, if applicable) reasonably connected therewith.

Appears in 3 contracts

Samples: Limited Partnership Agreement (KKR & Co. L.P.), Limited Partnership Agreement (KKR & Co. L.P.), Limited Partnership Agreement (KKR & Co. L.P.)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer Agent, the appropriate officers of the General Partner on behalf of the Partnership shall execute, and the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests as the Certificate so surrendered. (b) The appropriate officers of the General Partner on behalf of the Partnership shall execute and deliver, and the Transfer Agent shall countersign, a new Certificate in place of any Certificate previously issued, if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General Partner, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate before the General Partner has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General Partner, delivers to the General Partner a bond, in form and substance satisfactory to the General Partner, with surety or sureties and with fixed or open penalty as the General Partner may direct to indemnify the Partnership, the Partners, the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer Agent. If a Limited Partner fails to notify the General Partner within a reasonable period of time after such Limited Partner has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new Certificate. (c) As a condition to the issuance of any new Certificate under this Section ‎Section 4.2, the General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 3 contracts

Samples: Limited Partnership Agreement (Kimbell Royalty Partners, LP), Exchange Agreement (Delek Logistics Partners, LP), Exchange Agreement (Delek US Holdings, Inc.)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer Agent, the appropriate officers of the General Partner on behalf of the Partnership shall execute, and the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate Certificate, or shall deliver other evidence of the issuance of uncertificated Shares or other Partnership Interests, evidencing the same number and type of Partnership Interests or Derivative Partnership Interests as the Certificate so surrendered. (b) The appropriate officers of the General Partner on behalf of the Partnership shall execute and deliver, and the Transfer Agent shall countersign, countersign a new Certificate Certificate, or shall deliver other evidence of the issuance of uncertificated Shares or other Partnership Interests, in place of any Certificate previously issued, issued if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General Partner, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate before the General Partner has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claimclaim (as such term is construed under the Uniform Commercial Code of the State of Delaware); (iii) if requested by the General Partner, delivers to the General Partner a bond, in form and substance satisfactory to the General Partner, with surety or sureties and with fixed or open penalty as the General Partner may direct to indemnify the Partnership, the Partners, the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer Agent. Partner. (c) If a Limited Partner fails to notify the General Partner within a reasonable period of time after such Limited Partner he has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new Certificate, or other evidence of the issuance of uncertificated Shares or other Partnership Interests. (cd) As a condition to the issuance of any new Certificate Certificate, or other evidence of the issuance of uncertificated Shares or other Partnership Interests, under this Section 4.2, the General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 3 contracts

Samples: Limited Partnership Agreement, Limited Partnership Agreement (Plains Gp Holdings Lp), Simplification Agreement (Plains All American Pipeline Lp)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer AgentAgent (for Common Units) or the General Partner (for Partnership Securities other than Common Units), the appropriate officers of the General Partner on behalf of the Partnership shall execute, and the Transfer Agent (for Common Units) or the General Partner (for Partnership Securities other than Common Units) shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests Securities as the Certificate so surrendered. (b) The appropriate officers of the General Partner on behalf of the Partnership shall execute and deliver, and the Transfer Agent (for Common Units) shall countersign, a new Certificate in place of any Certificate previously issued, issued if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General Partner, that a previously issued Certificate has been lost, destroyed destroyed, or stolen; (ii) requests the issuance of a new Certificate before the General Partner has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General Partner, delivers to the General Partner a bond, in form and substance satisfactory to the General Partner, with surety or sureties and with fixed or open penalty as the General Partner may direct to indemnify the Partnership, the Partners, the General Partner Partner, and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction destruction, or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer AgentPartner. If a Limited Partner fails to notify the General Partner within a reasonable period of time after such Limited Partner he has notice of the loss, destruction destruction, or theft of a Certificate, and a transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner shall be precluded from making any claim against the Partnership, the General Partner Partner, or the Transfer Agent for such transfer or for a new Certificate. (c) As a condition to the issuance of any new Certificate under this Section 4.2, the General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 3 contracts

Samples: Equity Restructuring Agreement (DCP Midstream, LP), Limited Partnership Agreement (DCP Midstream, LP), Limited Partnership Agreement (DCP Midstream, LP)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer Agent, the appropriate officers of the General Partner on behalf of the Partnership shall execute, and the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests Securities as the Certificate so surrendered. (b) The appropriate officers of the General Partner on behalf of the Partnership shall execute and deliver, and the Transfer Agent shall countersign, countersign a new Certificate in place of any Certificate previously issued, issued if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General Partner, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate before the General Partner has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General Partner, delivers to the General Partner a bond, in form and substance satisfactory to the General Partner, with surety or sureties and with fixed or open penalty as the General Partner may direct to indemnify the Partnership, the Partners, the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer Agent. Partner. (c) If a Limited Partner fails to notify the General Partner within a reasonable period of time after such Limited Partner he has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new Certificate. (cd) As a condition to the issuance of any new Certificate under this Section 4.2, the General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 3 contracts

Samples: Limited Partnership Agreement (Atlas Energy, L.P.), Agreement of Limited Partnership (Atlas Pipeline Holdings, L.P.), Limited Partnership Agreement (Atlas Pipeline Holdings, L.P.)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer Agent, the appropriate officers of the General Partner on behalf of the Partnership shall execute, and the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests as the Certificate so surrendered. (b) The appropriate officers of the General Partner Partner, on behalf of the Partnership Partnership, shall execute and deliver, and the Transfer Agent shall countersign, a new Certificate in place of any Certificate previously issued, if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General Partner, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate before the General Partner has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General Partner, delivers to the General Partner a bond, in form and substance satisfactory to the General Partner, with surety or sureties and with fixed or open penalty as the General Partner may direct to indemnify the Partnership, the Partners, the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer Agent. If a Limited Partner Shareholder fails to notify the General Partner within a reasonable period of time after such Limited Partner Shareholder has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests Shares represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner Shareholder shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new Certificate. (c) As a condition to the issuance of any new Certificate under this Section 4.2, the General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 3 contracts

Samples: Limited Partnership Agreement, Limited Partnership Agreement (8point3 Energy Partners LP), Master Formation Agreement (Sunpower Corp)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If To the extent any Partnership Interest is represented by a Certificate, if any mutilated Certificate is surrendered to the Transfer Agent, the appropriate officers of the General Partner on behalf of the Partnership shall execute, and the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests as the Certificate so surrendered. (b) The appropriate officers of the General Partner on behalf of the Partnership shall execute and deliver, and the Transfer Agent shall countersign, countersign a new Certificate in place of any Certificate previously issued, issued if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General Partner, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate before the General Partner has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General Partner, delivers to the General Partner a bond, in form and substance satisfactory to the General Partner, with surety or sureties and with fixed or open penalty as the General Partner may direct direct, to indemnify the Partnership, the Partners, the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer Agent. Partner. (c) If a Limited Partner fails to notify the General Partner within a reasonable period of time after such Limited Partner has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new Certificate. (cd) As a condition to the issuance of any new Certificate under this Section 4.2, the General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 3 contracts

Samples: Partnership Agreement (Atlas Growth Partners, L.P.), Limited Partnership Agreement (Atlas Resource Partners, L.P.), Limited Partnership Agreement (Atlas Energy, L.P.)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) 9.3.1 If any mutilated Certificate is surrendered to the Transfer Agent, the appropriate officers of the General Partner on behalf of the Partnership Partnership, shall execute, and upon its request, the Transfer Agent shall countersign and deliver in exchange therefortherefore, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests Units as the Certificate so surrendered. (b) 9.3.2 The appropriate officers of the General Partner Partner, on behalf of the Partnership Partnership, shall execute and deliverexecute, and upon its request, the Transfer Agent shall countersign, countersign and deliver a new Certificate in place of any Certificate previously issued, issued if the Record Holder of the Certificate: (ia) makes proof by affidavit, in form and substance satisfactory to the General Partner, that a previously issued Certificate has been lost, destroyed or stolen; (iib) requests the issuance of a new Certificate before the General Partner Partnership has received notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iiic) if requested by the General Partner, delivers to the Partnership a bond or such other form of security or indemnity as may be required by the General Partner a bondPartner, in form and substance satisfactory to the General Partner, with surety or sureties and with fixed or open penalty as the General Partner may direct direct, in its sole discretion, to indemnify the Partnership, the Partners, the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (ivd) satisfies any other reasonable requirements imposed by the General Partner or the Transfer AgentPartner. If a Limited Partner or Assignee fails to notify the General Partner Partnership within a reasonable period of time after such Limited Partner it has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests Units represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner or Assignee shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new Certificate. (c) 9.3.3 As a condition to the issuance of any new Certificate under this Section 4.29.3, the General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including including, without limitation, the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 3 contracts

Samples: Limited Partnership Agreement (United States Natural Gas Fund, LP), Agreement of Limited Partnership (United States Natural Gas Fund, LP), Agreement of Limited Partnership (United States Natural Gas Fund, LP)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Registrar and Transfer Agent, the appropriate officers of the General Partner on behalf of the Partnership shall execute, and upon its request the Registrar and Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests Units as the Certificate so surrendered. (b) The appropriate officers of the General Partner on behalf of the Partnership shall execute and deliverexecute, and upon its request the Registrar and Transfer Agent shall countersign, countersign and deliver a new Certificate in place of any Certificate previously issued, issued if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General Partner, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate before the General Partner Partnership has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General Partner, delivers to the General Partner Partnership a bond, in form and substance satisfactory to the General Partner, with surety or sureties and with fixed or open penalty as the General Partner may direct reasonably direct, in its sole discretion, to indemnify the Partnership, the Partners, the General Partner and the Registrar and Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer Agent. Partner. (c) If a Limited Partner Record Holder fails to notify the General Partner Partnership within a reasonable period of time after such Limited Partner the holder has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Partnership Interests represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner Record Holder shall be precluded from making any claim against the Partnership, the General Partner or the Registrar and Transfer Agent for such transfer or for a new Certificate. (cd) As a condition to the issuance of any new Certificate under this Section 4.23.23, the General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Registrar and Transfer Agent) reasonably connected therewith.

Appears in 3 contracts

Samples: Limited Partnership Agreement (Restaurant Brands International Inc.), Limited Partnership Agreement (Restaurant Brands International Inc.), Arrangement Agreement and Plan of Merger (Burger King Worldwide, Inc.)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer Agent, the appropriate officers of the General Partner on behalf of the Partnership shall execute, and the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests Securities as the Certificate so surrendered. (b) The appropriate officers of the General Partner on behalf of the Partnership shall execute and deliver, and the Transfer Agent shall countersign, countersign a new Certificate in place of any Certificate previously issued, issued if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General Partner, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate before the General Partner has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General Partner, delivers to the General Partner a bond, in form and substance satisfactory to the General Partner, with surety or sureties and with fixed or open penalty as the General Partner may direct to indemnify the Partnership, the Partners, the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer AgentPartner. If a Limited Partner fails to notify the General Partner within a reasonable period of time after such Limited Partner he has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new Certificate. (c) As a condition to the issuance of any new Certificate under this Section 4.2, the General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 3 contracts

Samples: Limited Partnership Agreement (Magellan Midstream Holdings Lp), Limited Partnership Agreement (Enterprise GP Holdings L.P.), Limited Partnership Agreement (Enterprise GP Holdings L.P.)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer Agent, the appropriate officers of the General Partner on behalf of the Partnership shall execute, and the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests Securities as the Certificate so surrendered. (b) The appropriate officers of the General Partner on behalf of the Partnership shall execute and deliver, and the Transfer Agent shall countersign, countersign a new Certificate in place of any Certificate previously issued, issued or issue uncertificated Units if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General Partner, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate or the issuance of uncertificated Units before the General Partner has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General Partner, delivers to the General Partner a bond, in form and substance satisfactory to the General Partner, with surety or sureties and with fixed or open penalty as the General Partner may direct reasonably direct, in its sole discretion, to indemnify the Partnership, the Partners, the General Partner and the Transfer Agent Agent, against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer AgentPartner. If a Limited Partner or Assignee fails to notify the General Partner within a reasonable period of time after such Limited Partner he has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner or Assignee shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new CertificateCertificate or uncertificated Unit. (c) As a condition to the issuance of any new Certificate or uncertificated Unit under this Section 4.2, the General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 3 contracts

Samples: Agreement of Limited Partnership (Martin Midstream Partners L.P.), Limited Partnership Agreement (Martin Midstream Partners Lp), Limited Partnership Agreement (Martin Midstream Partners Lp)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer Agent, the appropriate officers of the General Partner Managing Member on behalf of the Partnership Company shall execute, and the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Membership Interests as the Certificate so surrendered. (b) The appropriate officers of the General Partner Managing Member on behalf of the Partnership Company shall execute and deliver, and the Transfer Agent shall countersign, a new Certificate in place of any Certificate previously issued, issued if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General PartnerManaging Member, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate before the General Partner Managing Member has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General PartnerManaging Member, delivers to the General Partner Managing Member a bond, in form and substance satisfactory to the General PartnerManaging Member, with surety or sureties and with fixed or open penalty as the General Partner Managing Member may direct to indemnify the PartnershipCompany, the PartnersMembers, the General Partner Managing Member and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner Managing Member or the Transfer Agent. If a Limited Partner Non-Managing Member fails to notify the General Partner Managing Member within a reasonable period of time after such Limited Partner Non-Managing Member has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Non-Managing Member Interests represented by the Certificate is registered before the PartnershipCompany, the General Partner Managing Member or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner Non-Managing Member shall be precluded from making any claim against the PartnershipCompany, the General Partner Managing Member or the Transfer Agent for such transfer or for a new Certificate. (c) As a condition to the issuance of any new Certificate under this Section 4.2, the General Partner Managing Member may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 3 contracts

Samples: Operating Agreement (EnLink Midstream, LLC), Operating Agreement (EnLink Midstream, LLC), Operating Agreement (New Public Rangers, L.L.C.)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer Agent, the appropriate officers of the General Partner on behalf of the Partnership shall execute, and the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests as the Certificate so surrendered. (b) The appropriate officers of the General Partner on behalf of the Partnership shall execute and deliver, and the Transfer Agent shall countersign, a new Certificate in place of any Certificate previously issued, issued if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General Partner, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate before the General Partner has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General Partner, delivers to the General Partner a bond, in form and substance satisfactory to the General Partner, with surety or sureties and with fixed or open penalty as the General Partner may direct direct, to indemnify the Partnership, the Partners, the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer Agent. If a Limited Partner fails to notify the General Partner within a reasonable period of time after such Limited Partner has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new Certificate. (c) As a condition to the issuance of any new Certificate under this Section 4.2, the General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 3 contracts

Samples: Limited Partnership Agreement (Rattler Midstream Lp), Limited Partnership Agreement (Viper Energy Partners LP), Limited Partnership Agreement (Viper Energy Partners LP)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer Agent, the appropriate officers of the General Partner on behalf of the Partnership shall execute, and the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests Securities as the Certificate so surrendered. (b) The appropriate officers of the General Partner on behalf of the Partnership shall execute and deliver, and the Transfer Agent shall countersign, countersign a new Certificate in place of any Certificate previously issued, issued if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General PartnerPartnership, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate before the General Partner Partnership has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General PartnerPartnership, delivers to the General Partner Partnership a bond, in form and substance satisfactory to the General PartnerPartnership, with surety or sureties and with fixed or open penalty as the General Partner Partnership may direct reasonably direct, in its sole discretion, to indemnify the Partnership, the Partners, the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer AgentPartnership. If a Limited Partner or Assignee fails to notify the General Partner Partnership within a reasonable period of time after such Limited Partner he has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner or Assignee shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new Certificate. (c) As a condition to the issuance of any new Certificate under this Section 4.2, the General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 3 contracts

Samples: Limited Partnership Agreement (Enterprise Products Partners L P), Limited Partnership Agreement (Sunoco Logistics Partners Lp), Agreement of Limited Partnership (Tc Pipelines Lp)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer Agent, the appropriate officers of the General Partner on behalf of the Partnership shall execute, and the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests Instruments as the Certificate so surrendered. (b) The appropriate officers of the General Partner on behalf of the Partnership shall execute and deliver, and the Transfer Agent shall countersign, a new Certificate in place of any Certificate previously issued, issued if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General Partner, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate before the General Partner has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General Partner, delivers to the General Partner a bond, in form and substance satisfactory to the General Partner, with surety or sureties and with fixed or open penalty as the General Partner may direct direct, to indemnify the Partnership, the Partners, the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer Agent. If a Limited Partner fails to notify the General Partner within a reasonable period of time after such Limited Partner has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Partnership Interests or Derivative Instruments represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new Certificate. (c) As a condition to the issuance of any new Certificate under this Section 4.2, the General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 3 contracts

Samples: Limited Partnership Agreement (Black Stone Minerals, L.P.), Limited Partnership Agreement, Limited Partnership Agreement (Black Stone Minerals, L.P.)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer Agent, the appropriate officers of the General Partner on behalf of the Partnership shall execute, and the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests Securities as the Certificate so surrendered. (b) The appropriate officers of the General Partner on behalf of the Partnership shall execute and deliver, and the Transfer Agent shall countersign, a new Certificate in place of any Certificate previously issued, issued if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General Partner, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate before the General Partner has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General Partner, delivers to the General Partner a bond, in form and substance satisfactory to the General Partner, with surety or sureties and with fixed or open penalty as the General Partner may direct to indemnify the Partnership, the Partners, the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer AgentPartner. If a Limited Partner or Assignee fails to notify the General Partner within a reasonable period of time after such Limited Partner he has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner or Assignee shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new Certificate. (c) As a condition to the issuance of any new Certificate under this Section 4.2, the General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 3 contracts

Samples: Agreement of Limited Partnership (Teekay LNG Partners L.P.), Limited Partnership Agreement (Teekay LNG Partners L.P.), Limited Partnership Agreement (Global Partners LP)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer Agent, the appropriate officers of the General Partner on behalf of the Partnership shall execute, and the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests Securities as the Certificate so surrendered. (b) The appropriate officers of the General Partner on behalf of the Partnership shall execute and deliver, and the Transfer Agent shall countersign, countersign a new Certificate in place of any Certificate previously issued, issued if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General PartnerPartnership, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate before the General Partner Partnership has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General PartnerPartnership, delivers to the General Partner Partnership a bond, in form and substance satisfactory to the General PartnerPartnership, with surety or sureties and with fixed or open penalty as the General Partner Partnership may direct direct, to indemnify the Partnership, the Partners, the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer AgentPartnership. If a Limited Partner or Assignee fails to notify the General Partner Partnership within a reasonable period of time after such Limited Partner he has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner or Assignee shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new Certificate. (c) As a condition to the issuance of any new Certificate under this Section 4.2, the General Partner Partnership may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 3 contracts

Samples: Limited Partnership Agreement (Energy Transfer Partners, L.P.), Limited Partnership Agreement, Agreement of Limited Partnership (Sunoco Logistics Partners L.P.)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If To the extent any Share is represented by a Certificate, if any mutilated Certificate is surrendered to the Transfer Agent, the appropriate officers Officers of the General Partner on behalf of the Partnership Company shall execute, and the Transfer Agent shall countersign (or place a facsimile signature upon) and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests Shares as the Certificate so surrendered. (b) The appropriate officers Officers of the General Partner on behalf of the Partnership Company shall execute and deliver, and the Transfer Agent shall countersigncountersign (or place a facsimile signature upon), a new Certificate in place of any Certificate previously issued, issued if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General PartnerCompany, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate before the General Partner Company has received notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General PartnerCompany, delivers to the General Partner Company a bond, in form and substance satisfactory to the General PartnerCompany, with surety or sureties and with fixed or open penalty as the General Partner Company may direct to indemnify the Partnership, the Partners, the General Partner Company and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer Agent. Company. (c) If a Limited Partner Member fails to notify the General Partner Company within a reasonable period of time after such Limited Partner Member has received notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests Shares represented by the Certificate is registered before the Partnership, the General Partner Company or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner Member shall be precluded from making any claim against the Partnership, the General Partner Company or the Transfer Agent for such transfer or for a new Certificate. (cd) As a condition to the issuance of any new Certificate under this Section 4.2, the General Partner Company may require the payment of a sum sufficient to cover any tax or other governmental charge charges that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (MGM Growth Properties LLC), Limited Liability Company Agreement (MGM Growth Properties LLC), Limited Liability Company Agreement (MGM Growth Properties LLC)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer Agent, the appropriate officers of the General Partner or one of its Affiliates on behalf of the Partnership shall execute, and the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate Certificate, or shall deliver other evidence of the issuance of uncertificated Units, evidencing the same number and type of Partnership Interests or Derivative Partnership Interests Securities as the Certificate so surrendered. (b) The appropriate officers of the General Partner or one of its Affiliates on behalf of the Partnership shall execute and deliver, and the Transfer Agent shall countersign, countersign a new Certificate Certificate, or shall deliver other evidence of the issuance of uncertificated Units, in place of any Certificate previously issued, issued if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General PartnerPartnership, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate Certificate, or other evidence of the issuance of uncertificated Units, before the General Partner Partnership has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General PartnerPartnership, delivers to the General Partner Partnership a bond, in form and substance satisfactory to the General PartnerPartnership, with surety or sureties and with fixed or open penalty as the General Partner Partnership may direct reasonably direct, in its sole discretion, to indemnify the Partnership, the Partners, the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer AgentPartnership. If a Limited Partner or Assignee fails to notify the General Partner Partnership within a reasonable period of time after such Limited Partner he has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner or Assignee shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new Certificate, or other evidence of the issuance of uncertificated Units. (c) As a condition to the issuance of any new Certificate Certificate, or other evidence of the issuance of uncertificated Units, under this Section 4.2, the General Partner Partnership may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 3 contracts

Samples: Agreement of Limited Partnership (Plains All American Pipeline Lp), Limited Partnership Agreement (Plains All American Pipeline Lp), Simplification Agreement (Plains All American Pipeline Lp)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer Agent, the appropriate officers of the General Partner Authorized Officers, acting on behalf of the Partnership General Partner, acting on behalf of the Partnership, shall execute, and the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests as the Certificate so surrendered. (b) The appropriate officers of the General Partner Authorized Officers, acting on behalf of the Partnership General Partner, acting on behalf of the Partnership, shall execute and deliver, and the Transfer Agent shall countersign, a new Certificate in place of any Certificate previously issuedissued that is no longer available due to loss, destruction or theft, if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General Partner, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate before at a time when the General Partner has notice does not have actual knowledge that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General Partner, delivers to the General Partner a bond, in form and substance satisfactory to the General Partner, with surety or sureties and with fixed or open penalty as the General Partner may direct direct, to indemnify the Partnership, the Limited Partners, the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer Agent. If a Limited Partner fails to notify the General Partner within a reasonable period of time after such Limited Partner has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the such Limited Partner shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new Certificate. (c) As a condition to the issuance of any new Certificate under this Section 4.2, the General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 2 contracts

Samples: Limited Partnership Agreement (Noble Midstream Partners LP), Limited Partnership Agreement (Noble Midstream Partners LP)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Partnership, and in the case of Common Units, to the Transfer Agent, the appropriate officers of the General Partner on behalf of the Partnership shall execute, and the Partnership or Transfer Agent Agent, as applicable, shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests Securities as the Certificate so surrendered. (b) The appropriate officers of the General Partner Partner, on behalf of the Partnership Partnership, shall execute and deliver, and and, in the case of Common Units, the Transfer Agent shall countersign, a new Certificate in place of any Certificate previously issued, issued if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General PartnerPartnership, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate before the General Partner Partnership has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General PartnerPartnership, delivers to the General Partner Partnership a bond, in form and substance satisfactory to the General PartnerPartnership, with surety or sureties and with fixed or open penalty as the General Partner Partnership may direct reasonably direct, in its sole discretion, to indemnify the Partnership, the Partners, the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer AgentPartnership. If a Limited Partner or Assignee fails to notify the General Partner Partnership within a reasonable period of time after such Limited Partner it has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner or Assignee shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new Certificate. (c) As a condition to the issuance of any new Certificate under this Section 4.2, the General Partner Partnership may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 2 contracts

Samples: Contribution Agreement (Atlas Pipeline Partners Lp), Contribution Agreement (Resource America Inc)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer AgentAgent (for Common Units) or the General Partner (for Partnership Securities other than Common Units), the appropriate officers of the General Partner on behalf of the Partnership shall execute, and the Transfer Agent (for Common Units) or the General Partner (for Partnership Securities other than Common Units) shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests Securities as the Certificate so surrendered. (b) The appropriate officers of the General Partner on behalf of the Partnership shall execute and deliver, and the Transfer Agent (for Common Units) shall countersign, a new Certificate in place of any Certificate previously issued, issued if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General Partner, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate before the General Partner has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General Partner, delivers to the General Partner a bond, in form and substance satisfactory to the General Partner, with surety or sureties and with fixed or open penalty as the General Partner may direct to indemnify the Partnership, the Partners, the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer AgentPartner. If a Limited Partner fails to notify the General Partner within a reasonable period of time after such Limited Partner he has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new Certificate. (c) As a condition to the issuance of any new Certificate under this Section 4.2, the General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 2 contracts

Samples: Limited Partnership Agreement (Quicksilver Gas Services LP), Limited Partnership Agreement (Quicksilver Gas Services LP)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer Agent, the appropriate officers of the General Partner on behalf of the Partnership shall execute, and the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate or issue uncertificated Units evidencing the same number and type of Partnership Interests or Derivative Partnership Interests as the Certificate so surrendered. (b) The appropriate officers of the General Partner on behalf of the Partnership shall execute and deliver, and the Transfer Agent shall countersign, a new Certificate in place of any Certificate previously issued, issued or issue uncertificated Units if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General Partner, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate or the issuance of uncertificated Units before the General Partner has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General Partner, delivers to the General Partner a bond, in form and substance satisfactory to the General Partner, with surety or sureties and with fixed or open penalty as the General Partner may reasonably direct to indemnify the Partnership, the Partners, the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer AgentPartner. If a Limited Partner or Assignee fails to notify the General Partner within a reasonable period of time after such Limited Partner he has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner or Assignee shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new CertificateCertificate or uncertificated Units. (c) As a condition to the issuance of any new Certificate or uncertificated Units under this Section 4.2, the General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 2 contracts

Samples: Limited Partnership Agreement (Central Energy Partners Lp), Limited Partnership Agreement (Central Energy Partners Lp)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate evidencing Common Units is surrendered to the Transfer AgentAgent or any mutilated Certificate evidencing other Partnership Securities is surrendered to the General Partner, the appropriate officers of the General Partner on behalf of the General Partner on behalf of the Partnership shall execute, and and, if applicable, the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests Securities as the Certificate so surrendered. (b) The appropriate officers of the General Partner on behalf of the General Partner on behalf of the Partnership shall execute and deliver, and and, if applicable, the Transfer Agent shall countersign, countersign a new Certificate in place of any Certificate previously issued, issued if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General Partner, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate before the General Partner has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General Partner, delivers to the General Partner a bond, in form and substance satisfactory to the General Partner, with surety or sureties and with fixed or open penalty as the General Partner Partner, in its sole discretion, may direct to indemnify the Partnership, the Partners, the General Partner and and, if applicable, the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer AgentPartner. If a Limited Partner Record Holder fails to notify the General Partner within a reasonable period of time after such Limited Partner he has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner Record Holder shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new Certificate. (c) As a condition to the issuance of any new Certificate under this Section 4.2, the General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent, if applicable) reasonably connected therewith.

Appears in 2 contracts

Samples: Limited Partnership Agreement (Soleil Capital L.P.), Limited Partnership Agreement (Blackstone Group L.P.)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer AgentAgent (for Common Units) or the General Partner (for Partnership Interests other than Common Units), the appropriate officers of the General Partner on behalf of the Partnership shall execute, and the Transfer Agent Agent, if other than the General Partner, (for Common Units) or the General Partner (for Partnership Interests other than Common Units) shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests as the Certificate so surrendered. (b) The appropriate officers of the General Partner on behalf of the Partnership shall execute and deliver, and the Transfer Agent Agent, if other than the General Partner, (for Common Units) shall countersign, a new Certificate in place of any Certificate previously issued, or issue uncertificated Units, if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General Partner, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate or the issuance of uncertificated Units before the General Partner has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General Partner, delivers to the General Partner a bond, in form and substance satisfactory to the General Partner, with surety or sureties and with fixed or open penalty as the General Partner may direct to indemnify the Partnership, the Partners, the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer AgentPartner. If a Limited Partner fails to notify the General Partner within a reasonable period of time after such Limited Partner has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new CertificateCertificate or uncertificated Units. (c) As a condition to the issuance of any new Certificate or uncertificated Units under this Section 4.2, the General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 2 contracts

Samples: Limited Partnership Agreement (LRR Energy, L.P.), Limited Partnership Agreement (LRR Energy, L.P.)

Mutilated, Destroyed, Lost or Stolen Certificates. (ai) If any mutilated Certificate is surrendered to the Transfer AgentAgent (for Units) or the General Partner (for Incentive Distribution Rights), the appropriate officers of the General Partner on behalf of the Partnership shall execute, and the Transfer Agent (for Units) or the General Partner (for Incentive Distribution Rights) shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests securities as the Certificate so surrendered. (bii) The appropriate officers of the General Partner on behalf of the Partnership shall execute and deliver, and the Transfer Agent (for Units) shall countersign, a new Certificate in place of any Certificate previously issued, issued if the Record Holder of the Certificate: (ia) makes proof by affidavit, in form and substance satisfactory to the General Partner, that a previously issued Certificate has been lost, destroyed or stolen; (iib) requests the issuance of a new Certificate before the General Partner has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iiic) if requested by the General Partner, delivers to the General Partner a bond, in form and substance satisfactory to the General Partner, with surety or sureties and with fixed or open penalty as the General Partner may direct to indemnify the Partnership, the Partners, the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (ivd) satisfies any other reasonable requirements imposed by the General Partner or the Transfer AgentPartner. If a Limited Partner Unitholder fails to notify the General Partner within a reasonable period of time after such Limited Partner he has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests Common Units represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner Unitholder shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new Certificate. (ciii) As a condition to the issuance of any new Certificate under this Section 4.2, the General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 2 contracts

Samples: Limited Partnership Agreement (American Energy Capital Partners - Energy Recovery Program, Lp), Agreement of Limited Partnership (American Energy Capital Partners, LP)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer AgentAgent or the Partnership, as applicable, the appropriate officers of the General Partner Officers on behalf of the Partnership shall execute, and the Transfer Agent or the Partnership, as applicable, shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests as the Certificate so surrendered. (b) The appropriate officers of the General Partner Officers on behalf of the Partnership shall execute and deliver, and the Transfer Agent (for Common Units or Class B Units), as applicable, shall countersign, a new Certificate in place of any Certificate previously issued, or issue uncertificated Units, if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General PartnerPartnership, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate or the issuance of uncertificated Units before the General Partner Partnership has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General PartnerPartnership, delivers to the General Partner Partnership a bond, in form and substance satisfactory to the General PartnerPartnership, with surety or sureties and with fixed or open penalty as the General Partner Board of Directors may direct to indemnify the Partnership, the Partners, the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer AgentBoard of Directors. If a Limited Partner fails to notify the General Partner Partnership within a reasonable period of time after such Limited Partner he has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new CertificateCertificate or uncertificated Units. (c) As a condition to the issuance of any new Certificate or uncertificated Units under this Section 4.2, the General Partner Partnership may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 2 contracts

Samples: Limited Partnership Agreement (KNOT Offshore Partners LP), Exchange Agreement (KNOT Offshore Partners LP)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer Agent, the appropriate officers of the General Partner on behalf of the Partnership shall execute, and the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests Securities as the Certificate so surrendered. (b) The appropriate officers of the General Partner on behalf of the Partnership shall execute and deliver, and the Transfer Agent shall countersign, a new Certificate in place of any Certificate previously issued, issued if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General Partner, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate before the General Partner Partnership has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General Partner, delivers to the General Partner Partnership a bond, in form and substance satisfactory to the General PartnerAuthorized Officer, with surety or sureties and with fixed or open penalty as the General Partner an Authorized Officer may direct to indemnify the Partnership, the Partners, the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer AgentPartner. If a Limited Partner or Assignee fails to notify the General Partner Partnership within a reasonable period of time after such Limited Partner he has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner or Assignee shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new Certificate. (c) As a condition to the issuance of any new Certificate under this Section 4.210.3, the General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 2 contracts

Samples: Limited Partnership Agreement, Limited Partnership Agreement (ONEOK Partners LP)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer Agent, then the appropriate officers of the General Partner Officers on behalf of the Partnership Company shall executeexecute (or cause a facsimile signature to be attached to), and and, upon the Company's request, the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate evidencing the same aggregate number and type of Partnership Interests or Derivative Partnership Member Interests as the Certificate so surrendered. (b) The appropriate officers of the General Partner Officers on behalf of the Partnership Company shall execute and deliver(or cause a facsimile signature to be attached to), and and, upon the Company's request, the Transfer Agent shall countersigncountersign and deliver, a new Certificate in place of any Certificate previously issued, issued if the Record Holder of the Certificate: (i) makes proof by affidavit, affidavit in form and substance satisfactory to the General Partner, an Officer that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate before the General Partner Company has notice that the Certificate has been acquired by a purchaser for value "protected purchaser" (as defined in good faith and without notice of an adverse claim6 Del.C. 8-303); (iii) if requested by the General Partnerrequested, delivers to the General Partner Company a bond, in form and substance satisfactory to the General PartnerCompany, with surety or sureties and with fixed or open penalty as the General Partner Company may direct reasonably direct, in its sole discretion, to indemnify the Partnership, the Partners, the General Partner Company and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer AgentCompany. If a Limited Partner Shareholder fails to notify the General Partner Company within a reasonable period of time after such Limited Partner he has notice of the loss, destruction or theft of a Certificate, Certificate and a transfer of the Limited Partner Member Interests represented by the Certificate is registered before the Partnership, the General Partner Company or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner Shareholder shall be precluded from making any claim against the Partnership, the General Partner Company or the Transfer Agent for such transfer or for a new Certificate. (c) As a condition to the issuance of any new Certificate under this Section 4.23.6, the General Partner Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Kaneb Services LLC), Limited Liability Company Agreement (Kaneb Services LLC)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer AgentAgent (for Common Units and Series A Preferred Units, if applicable) or the General Partner (for Partnership Securities other than Common Units and Series A Preferred Units), the appropriate officers of the General Partner on behalf of the Partnership shall execute, and the Transfer Agent (for Common Units and Series A Preferred Units, if applicable) or the General Partner (for Partnership Securities other than Common Units and Series A Preferred Units) shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests Securities as the Certificate so surrendered. (b) The appropriate officers of the General Partner on behalf of the Partnership shall execute and deliver, and the Transfer Agent (for Common Units and Series A Preferred Units, if applicable) shall countersign, a new Certificate in place of any Certificate previously issued, or issue uncertificated Common Units and Series A Preferred Units, if applicable, if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General Partner, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate or the issuance of uncertificated Units before the General Partner has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General Partner, delivers to the General Partner a bond, in form and substance satisfactory to the General Partner, with surety or sureties and with fixed or open penalty as the General Partner may direct to indemnify the Partnership, the Partners, the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer AgentPartner. If a Limited Partner fails to notify the General Partner within a reasonable period of time after such Limited Partner he has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new CertificateCertificate or uncertificated Units. (c) As a condition to the issuance of any new Certificate or uncertificated Unit under this Section 4.2, the General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 2 contracts

Samples: Agreement of Limited Partnership (Blueknight Energy Partners, L.P.), Global Transaction Agreement (Blueknight Energy Partners, L.P.)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer Agent, the appropriate officers of the General Partner on behalf Officers of the Partnership shall execute, and the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests Units as the Certificate so surrendered. (b) The appropriate officers of the General Partner on behalf Officers of the Partnership shall execute and deliverexecute, and the Transfer Agent shall countersigncountersign and deliver (or, in the case of Common Units issued in global form, register in accordance with the rules and regulations of the Depositary), a new Certificate in place of any Certificate previously issued, issued if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General PartnerPartnership, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate before the General Partner has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General PartnerPartnership, delivers to the General Partner Partnership a bond, in form and substance satisfactory to the General PartnerPartnership, with surety or sureties and with fixed or open penalty as the General Partner Partnership may direct reasonably direct, in its sole discretion, to indemnify the Partnership, the Partners, the General Partner Board of Supervisors, the Partnership's officers, employees, agents and other representatives and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer AgentPartnership. If a Limited Partner or Assignee fails to notify the General Partner Partnership within a reasonable period of time after such Limited Partner Person has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests represented by the lost, destroyed or stolen Certificate is registered before the Partnership, the General Partner Board of Supervisors or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner or Assignee shall be precluded from making any claim against the Partnership, the General Partner or Board of Supervisors and the Transfer Agent for such transfer or for a new Certificate. (c) As a condition to the issuance of any new Certificate under this Section 4.2, the General Partner Partnership may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 2 contracts

Samples: Limited Partnership Agreement (Suburban Propane Partners Lp), Limited Partnership Agreement (Suburban Propane Partners Lp)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer AgentAgent (or the Managing General Partner, if there is no Transfer Agent for the applicable class of Partnership Interests), the appropriate officers of the Managing General Partner on behalf of the Partnership shall execute, and and, if applicable, the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests as the Certificate so surrendered. (b) The appropriate officers of the Managing General Partner on behalf of the Partnership shall execute and deliver, and and, if applicable, the Transfer Agent shall countersign, a new Certificate in place of any Certificate previously issued, issued if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the Managing General Partner, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate before the Managing General Partner has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the Managing General Partner, delivers to the Managing General Partner a bond, in form and substance satisfactory to the Managing General Partner, with surety or sureties and with fixed or open penalty as the Managing General Partner may direct direct, to indemnify the Partnership, the Partners, the Managing General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the Managing General Partner or the Transfer AgentPartner. If a Limited Partner fails to notify the Managing General Partner within a reasonable period of time after such Limited Partner has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the Managing General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner shall be precluded from making any claim against the Partnership, the Managing General Partner or the Transfer Agent for such transfer or for a new Certificate. (c) As a condition to the issuance of any new Certificate under this Section 4.2, the Managing General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent, if applicable) reasonably connected therewith.

Appears in 2 contracts

Samples: Limited Partnership Agreement (CVR Energy Inc), Agreement of Limited Partnership (CVR Energy Inc)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer AgentPartnership, the appropriate officers of the General Partner shall execute and deliver, on behalf of the Partnership shall executePartnership, and the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Limited Partner Interests as the Certificate so surrendered. (b) The appropriate officers of the General Partner Partner, on behalf of the Partnership Partnership, shall execute and deliver, and the Transfer Agent shall countersign, deliver a new Certificate in place of any Certificate previously issued, issued if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General PartnerPartnership, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate before the General Partner has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General Partner, delivers to the General Partner Partnership a bond, in form and substance satisfactory to the General Partner, with surety or sureties and with fixed or open penalty as the General Partner may direct reasonably direct, in its sole discretion, to indemnify the Partnership, the Partners, the General Partner and the Transfer Agent Partnership against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer AgentPartner. If a Limited Partner fails to notify the General Partner Partnership within a reasonable period of time after such Limited Partner it has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent Partnership receives such notification, to the fullest extent permitted by law, the Limited Partner shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent Partnership for such transfer or for a new Certificate. (c) As a condition to the issuance of any new Certificate under this Section 4.23.6, the General Partner Partnership may require the payment of a sum sufficient to cover any tax or other governmental Governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 2 contracts

Samples: Agreement of Limited Partnership (Energy Transfer Partners, L.P.), Limited Partnership Agreement (Energy Transfer Equity, L.P.)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer Agent, the appropriate officers of the General Partner on behalf of the Partnership shall execute, and the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests as the Certificate so surrendered. (b) The appropriate officers of the General Partner on behalf of the Partnership shall execute and deliver, and the Transfer Agent shall countersign, a new Certificate in place of any Certificate previously issued, if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General Partner, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate before the General Partner has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General Partner, delivers to the General Partner a bond, in form and substance satisfactory to the General Partner, with surety or sureties and with fixed or open penalty as the General Partner may direct direct, to indemnify the Partnership, the Limited Partners, the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer Agent. If a Limited Partner fails to notify the General Partner within a reasonable period of time after such Limited Partner has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the such Limited Partner shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new Certificate. (c) As a condition to the issuance of any new Certificate under this Section 4.24.02, the General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 2 contracts

Samples: Exchange Agreement (CNX Resources Corp), Agreement of Limited Partnership (CNX Midstream Partners LP)

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any mutilated Certificate is surrendered to the Transfer Agent, the appropriate officers of the General Partner on behalf of the Partnership shall execute, and the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests or Derivative Partnership Interests as the Certificate so surrendered. (b) The appropriate officers of the General Partner on behalf of the Partnership shall execute and deliver, and the Transfer Agent shall countersign, a new Certificate in place of any Certificate previously issued, issued if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the General Partner, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate before the General Partner has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the General Partner, delivers to the General Partner a bond, in form and substance satisfactory to the General Partner, with surety or sureties and with fixed or open penalty as the General Partner may direct to indemnify the Partnership, the Partners, the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner or the Transfer Agent. If a Limited Partner fails to notify the General Partner within a reasonable period of time after such Limited Partner has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new Certificate. (c) As a condition to the issuance of any new Certificate under this Section 4.2, the General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Appears in 2 contracts

Samples: Limited Partnership Agreement (Antero Midstream GP LP), Limited Partnership Agreement (Westlake Chemical Partners LP)

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