Common use of Ownership of Incentive Distribution Rights in the Partnership Clause in Contracts

Ownership of Incentive Distribution Rights in the Partnership. After giving effect to the Pre-Closing Transactions, at the Closing Date and each Option Closing Date, if any, the General Partner will be the record holder of all of the Incentive Distribution Rights and such Incentive Distribution Rights will have been duly authorized and validly issued in accordance with the Amended and Restated Partnership Agreement, and will be fully paid (to the extent required under the Amended and Restated Partnership Agreement) and non-assessable (except as such non-assessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act; and the General Partner will own the Incentive Distribution Rights free and clear of all Liens, other than Liens created or arising under (a) the Amended and Restated Partnership Agreement and (b) the Delaware LP Act.

Ownership of Incentive Distribution Rights in the Partnership. After giving effect to the Pre-Closing Transactions, at the Closing Date and each Option Closing Date, if any, the General Partner will be the record holder of all of the Incentive Distribution Rights and such Incentive Distribution Rights will have been duly authorized and validly issued in accordance with the Amended and Restated Partnership Agreement, and will be fully paid (to the extent required under the Amended and Restated Partnership Agreement) and non-assessable (except as such non-assessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act); and the General Partner will own the Incentive Distribution Rights free and clear of all Liens, other than Liens those created or arising under (a) the Amended and Restated Partnership Agreement and (b) the Delaware LP ActAgreement.