Common use of Ownership of the General Partner Clause in Contracts

Ownership of the General Partner. DCP Midstream GP, LLC is the sole general partner of the General Partner with a 0.001% general partner interest in the General Partner; such general partner interest has been duly authorized and validly issued in accordance with the GP Partnership Agreement; and DCP Midstream GP, LLC owns such general partner interest free and clear of all Liens (except restrictions on transferability as described in the Prospectus or contained in the Omnibus Agreement or the GP Partnership Agreement), (i) in respect of which a financing statement under the Uniform Commercial Code of the state of Delaware, naming it as debtor is on file as of a recent date in the office of the Secretary of State of the State of Delaware or (ii) otherwise known to such counsel, without independent investigation, other than those created by or arising under the Delaware LP Act or contained in the GP Partnership Agreement. DEFS is the sole limited partner of the General Partner with a 99.999% limited partner interest in the General Partner; such limited partner interest has been duly authorized and validly issued in accordance with the GP Partnership Agreement and is fully paid (to the extent required under the GP Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Section 17-607 of the Delaware LP Act and otherwise by matters described in the Prospectus under the caption “The Partnership Agreement — Limited Liability”); and DEFS owns such limited partner interest free and clear of all Liens (except restrictions on transferability as described in the Prospectus or contained in the Omnibus Agreement or the GP Partnership Agreement), (i) in respect of which a financing statement under the Uniform Commercial Code of the state of Delaware, naming it as debtor is on file as of a recent date in the office of the Secretary of State of the State of Delaware or (ii) otherwise known to such counsel, without independent investigation, other than those created by or arising under the Delaware LP Act or pursuant to the GP Partnership Agreement.

Appears in 2 contracts

Samples: Underwriting Agreement (DCP Midstream Partners, LP), Underwriting Agreement (DCP Midstream Partners, LP)

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Ownership of the General Partner. DCP Midstream GP, LLC is the sole general partner of the General Partner with a 0.001% general partner interest in the General Partner; such general partner interest has been duly authorized and validly issued in accordance with the GP Partnership Agreement; and DCP Midstream GP, LLC owns such general partner interest free and clear of all Liens (except restrictions on transferability and other Liens as described in the Disclosure Package or the Final Prospectus or contained in the Omnibus Agreement or the GP Partnership Agreement), (iAgreement or those created by or arising under the Delaware LP Act) in respect of which a financing statement under the Uniform Commercial Code of the state of Delaware, naming it DCP Midstream GP, LLC as debtor is on file as of a recent date in the office of the Secretary of State of the State of Delaware or (ii) otherwise known to such counsel, without independent investigation, other than those created by or arising under the Delaware Delaware. DCP Midstream and DCP LP Act or contained in the GP Partnership Agreement. DEFS is Holdings are the sole limited partner partners of the General Partner with a 99.99998.999% and a 1.0% limited partner interest interest, respectively, in the General Partner; such limited partner interest has interests have been duly authorized and validly issued in accordance with the GP Partnership Agreement and is are fully paid (to the extent required under the GP Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Section Sections 17-607 and 17-804 of the Delaware LP Act and otherwise by matters described in the Prospectus under the caption “The Partnership Agreement — Limited Liability”Act); and DEFS owns DCP Midstream and DCP LP Holdings own such limited partner interest interests free and clear of all Liens (except restrictions on transferability and other Liens as described in the Disclosure Package or the Final Prospectus or contained in the Omnibus Agreement or the GP Partnership Agreement), (iAgreement or those created by or arising under the Delaware LP Act) in respect of which a financing statement under the Uniform Commercial Code of the state of Delaware, Delaware naming it either DCP Midstream or DCP LP Holdings as debtor is on file as of a recent date in the office of the Secretary of State of the State of Delaware or (ii) otherwise known to such counsel, without independent investigation, other than those created by or arising under the Delaware LP Act or pursuant to the GP Partnership AgreementDelaware.

Appears in 2 contracts

Samples: Underwriting Agreement (DCP Midstream Partners, LP), Letter Agreement (DCP Midstream Partners, LP)

Ownership of the General Partner. DCP Midstream GP, LLC is the sole general partner of the General Partner with a 0.001% general partner interest in the General Partner; such general partner interest has been duly authorized and validly issued in accordance with the GP Partnership Agreement; and DCP Midstream GP, LLC owns such general partner interest free and clear of all Liens (except restrictions on transferability and other Liens as described in the Disclosure Package and the Final Prospectus or contained in the Omnibus Agreement or the GP Partnership Agreement), (i) in respect of which a financing statement under the Uniform Commercial Code of the state of Delaware, naming it DCP Midstream GP, LLC as debtor is on file as of a recent date in the office of the Secretary of State of the State of Delaware or (ii) otherwise known to such counsel, without independent investigation, other than those created by or arising under the Delaware LP Act or contained in the GP Partnership Agreement. DEFS is DCP Midstream and DCP LP Holdings are the sole limited partner partners of the General Partner with a 99.99998.999% and a 1.0% limited partner interest interest, respectively, in the General Partner; such limited partner interest has interests have been duly authorized and validly issued in accordance with the GP Partnership Agreement and is are fully paid (to the extent required under the GP Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Section Sections 17-607 and Sections 17-804 of the Delaware LP Act and otherwise by matters described in the Prospectus under the caption “The Partnership Agreement — Limited Liability”Act); and DEFS owns DCP Midstream and DCP LP Holdings own such limited partner interest interests free and clear of all Liens (except restrictions on transferability and other Liens as described in the Disclosure Package and the Final Prospectus or contained in the Omnibus Agreement or the GP Partnership Agreement), (i) in respect of which a financing statement under the Uniform Commercial Code of the state of Delaware, naming it DCP Midstream or DCP LP Holdings as debtor is on file as of a recent date in the office of the Secretary of State of the State of Delaware or (ii) otherwise known to such counsel, without independent investigation, other than those created by or arising under the Delaware LP Act or pursuant to the GP Partnership Agreement.

Appears in 2 contracts

Samples: Letter Agreement (DCP Midstream Partners, LP), Letter Agreement (DCP Midstream Partners, LP)

Ownership of the General Partner. DCP Midstream GP, LLC is the sole general partner of the General Partner with a 0.001% general partner interest in the General Partner; such general partner interest has been duly authorized and validly issued in accordance with the GP Partnership Agreement; and DCP Midstream GP, LLC owns such general partner interest free and clear of all Liens (except restrictions on transferability and other Liens as described in the Prospectus or contained in the Omnibus Agreement or the GP Partnership AgreementAgreement or those created by or arising under the Delaware LP Act), (i) in respect of which a financing statement under the Uniform Commercial Code of the state of Delaware, naming it DCP Midstream GP, LLC as debtor is on file as of a recent date in the office of the Secretary of State of the State of Delaware or (ii) otherwise known to such counsel, without independent investigation, other than those created by or arising under the Delaware Delaware. DCP Midstream and DCP LP Act or contained in the GP Partnership Agreement. DEFS is Holdings are the sole limited partner partners of the General Partner with a 99.99998.999% and a 1.0% limited partner interest interest, respectively, in the General Partner; such limited partner interest has interests have been duly authorized and validly issued in accordance with the GP Partnership Agreement and is are fully paid (to the extent required under the GP Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Section Sections 17-607 and 17-804 of the Delaware LP Act and otherwise by matters described in the Prospectus under the caption “The Partnership Agreement — Limited Liability”Act); and DEFS owns DCP Midstream and DCP LP Holdings own such limited partner interest interests free and clear of all Liens (except restrictions on transferability and other Liens as described in the Prospectus or contained in the Omnibus Agreement or the GP Partnership AgreementAgreement or those created by or arising under the Delaware LP Act), (i) in respect of which a financing statement under the Uniform Commercial Code of the state of Delaware, Delaware naming it either DCP Midstream or DCP LP Holdings as debtor is on file as of a recent date in the office of the Secretary of State of the State of Delaware or (ii) otherwise known to such counsel, without independent investigation, other than those created by or arising under the Delaware LP Act or pursuant to the GP Partnership AgreementDelaware.

Appears in 1 contract

Samples: Terms Agreement (DCP Midstream Partners, LP)

Ownership of the General Partner. DCP Midstream GP, LLC is the sole general partner of the General Partner with a 0.001% general partner interest in the General Partner; such general partner interest has been duly authorized and validly issued in accordance with the GP Partnership Agreement; and DCP Midstream GP, LLC owns such general partner interest free and clear of all Liens (except restrictions on transferability and other Liens as described in the Disclosure Package or the Final Prospectus or contained in the Omnibus Agreement or the GP Partnership AgreementAgreement or those created by or arising under the Delaware LP Act), (i) in respect of which a financing statement under the Uniform Commercial Code of the state of Delaware, naming it DCP Midstream GP, LLC as debtor is on file as of a recent date in the office of the Secretary of State of the State of Delaware or (ii) otherwise known to such counsel, without independent investigation, other than those created by or arising under Delaware. DCP Midstream and DCP LP Holdings are the Delaware LP Act or contained in the GP Partnership Agreement. DEFS is the sole limited partner partners of the General Partner with a 99.99998.999% and a 1.0% limited partner interest interest, respectively, in the General Partner; such limited partner interest has interests have been duly authorized and validly issued in accordance with the GP Partnership Agreement and is are fully paid (to the extent required under the GP Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Section Sections 17-607 and 17-804 of the Delaware LP Act and otherwise by matters described in the Prospectus under the caption “The Partnership Agreement — Limited Liability”Act); and DEFS owns DCP Midstream and DCP LP Holdings own such limited partner interest interests free and clear of all Liens (except restrictions on transferability and other Liens as described in the Disclosure Package or the Final Prospectus or contained in the Omnibus Agreement or the GP Partnership AgreementAgreement or those created by or arising under the Delaware LP Act), (i) in respect of which a financing statement under the Uniform Commercial Code of the state of Delaware, Delaware naming it either DCP Midstream or DCP LP Holdings as debtor is on file as of a recent date in the office of the Secretary of State of the State of Delaware or (ii) otherwise known to such counsel, without independent investigation, other than those created by or arising under the Delaware LP Act or pursuant to the GP Partnership AgreementDelaware.

Appears in 1 contract

Samples: Underwriting Agreement (DCP Midstream Partners, LP)

Ownership of the General Partner. DCP Midstream GP, LLC is the sole general partner of the General Partner with a 0.001% general partner interest in the General Partner; such general partner interest has been duly authorized and validly issued in accordance with the GP Partnership Agreement; and DCP Midstream GP, LLC owns such general partner interest free and clear of all Liens (except restrictions on transferability and other Liens as described in the Disclosure Package or the Final Prospectus or contained in the Omnibus Agreement or the GP Partnership Agreement), (iAgreement or those created by or arising under the Delaware LP Act) in respect of which a financing statement under the Uniform Commercial Code of the state of DelawareDE UCC naming DCP Midstream GP, naming it LLC as debtor is on file in the Filing Office as of a recent the date set forth in the office of the Secretary of State of the State of Delaware or (ii) otherwise known to such counsel, without independent investigation, other than those created by or arising under the Delaware Search. DCP Midstream and DCP LP Act or contained in the GP Partnership Agreement. DEFS is Holdings are the sole limited partner partners of the General Partner with a 99.99998.999% and a 1.0% limited partner interest interest, respectively, in the General Partner; such limited partner interest has interests have been duly authorized and validly issued in accordance with the GP Partnership Agreement and is are fully paid (to the extent required under the GP Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Section Sections 17-607 and 17-804 of the Delaware LP Act and otherwise by matters described in the Prospectus under the caption “The Partnership Agreement — Limited Liability”Act); and DEFS owns DCP Midstream and DCP LP Holdings own such limited partner interest interests free and clear of all Liens (except restrictions on transferability and other Liens as described in the Disclosure Package or the Final Prospectus or contained in the Omnibus Agreement or the GP Partnership Agreement), (iAgreement or those created by or arising under the Delaware LP Act) in respect of which a financing statement under the Uniform Commercial Code of the state of Delaware, DE UCC naming it either DCP Midstream or DCP LP Holdings as debtor is on file in the Filing Office as of a recent the date set forth in the office of the Secretary of State of the State of Delaware or (ii) otherwise known to such counsel, without independent investigation, other than those created by or arising under the Delaware LP Act or pursuant to the GP Partnership AgreementSearch.

Appears in 1 contract

Samples: DCP Midstream Partners, LP

Ownership of the General Partner. DCP Midstream GP, LLC is the sole general partner of the General Partner with a 0.001% general partner interest in the General Partner; such general partner interest has been duly authorized and validly issued in accordance with the GP Partnership Agreement; and DCP Midstream GP, LLC owns such general partner interest free and clear of all Liens (except restrictions on transferability and other Liens as described in the Disclosure Package or the Final Prospectus or contained in the Omnibus Agreement or the GP Partnership Agreement), (iAgreement or those created by or arising under the Delaware LP Act) in respect of which a financing statement under the Uniform Commercial Code of the state of DelawareDE UCC, naming it DCP Midstream GP, LLC as debtor is on file in the Filing Office as of a recent the date set forth in the office of the Secretary of State of the State of Delaware or (ii) otherwise known to such counsel, without independent investigation, other than those created by or arising under the Delaware Search. DCP Midstream and DCP LP Act or contained in the GP Partnership Agreement. DEFS is Holdings are the sole limited partner partners of the General Partner with a 99.99998.999% and a 1.0% limited partner interest interest, respectively, in the General Partner; such limited partner interest has interests have been duly authorized and validly issued in accordance with the GP Partnership Agreement and is are fully paid (to the extent required under the GP Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Section Sections 17-607 and 17-804 of the Delaware LP Act and otherwise by matters described in the Prospectus under the caption “The Partnership Agreement — Limited Liability”Act); and DEFS owns DCP Midstream and DCP LP Holdings own such limited partner interest interests free and clear of all Liens (except restrictions on transferability and other Liens as described in the Disclosure Package or the Final Prospectus or contained in the Omnibus Agreement or the GP Partnership Agreement), (iAgreement or those created by or arising under the Delaware LP Act) in respect of which a financing statement under the Uniform Commercial Code of the state of Delaware, DE UCC naming it either DCP Midstream or DCP LP Holdings as debtor is on file in the Filing Office as of a recent the date set forth in the office of the Secretary of State of the State of Delaware or (ii) otherwise known to such counsel, without independent investigation, other than those created by or arising under the Delaware LP Act or pursuant to the GP Partnership AgreementSearch.

Appears in 1 contract

Samples: Underwriting Agreement (DCP Midstream Partners, LP)

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Ownership of the General Partner. DCP Midstream GP, LLC is the sole general partner of the General Partner with a 0.001% general partner interest in the General Partner; such general partner interest has been duly authorized and validly issued in accordance with the GP Partnership Agreement; and DCP Midstream GP, LLC owns such general partner interest free and clear of all Liens (except restrictions on transferability and other Liens as described in the Disclosure Package or the Final Prospectus or contained in the Omnibus Agreement or the GP Partnership Agreement), (i) in Agreement or those created by or arising under the Delaware LP Act)in respect of which a financing statement under the Uniform Commercial Code of the state of Delaware, naming it DCP Midstream GP, LLC as debtor is on file as of a recent date in the office of the Secretary of State of the State of Delaware or (ii) otherwise known to such counsel, without independent investigation, other than those created by or arising under Delaware. DCP Midstream and DCP LP Holdings are the Delaware LP Act or contained in the GP Partnership Agreement. DEFS is the sole limited partner partners of the General Partner with a 99.99998.999% and a 1.0% limited partner interest interest, respectively, in the General Partner; such limited partner interest has interests have been duly authorized and validly issued in accordance with the GP Partnership Agreement and is are fully paid (to the extent required under the GP Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Section Sections 17-607 and 17-804 of the Delaware LP Act and otherwise by matters described in the Prospectus under the caption “The Partnership Agreement — Limited Liability”Act); and DEFS owns DCP Midstream and DCP LP Holdings own such limited partner interest interests free and clear of all Liens (except restrictions on transferability and other Liens as described in the Disclosure Package or the Final Prospectus or contained in the Omnibus Agreement or the GP Partnership Agreement), (iAgreement or those created by or arising under the Delaware LP Act) in respect of which a financing statement under the Uniform Commercial Code of the state of Delaware, Delaware naming it either DCP Midstream or DCP LP Holdings as debtor is on file as of a recent date in the office of the Secretary of State of the State of Delaware or (ii) otherwise known to such counsel, without independent investigation, other than those created by or arising under the Delaware LP Act or pursuant to the GP Partnership AgreementDelaware.

Appears in 1 contract

Samples: Underwriting Agreement (DCP Midstream Partners, LP)

Ownership of the General Partner. DCP Midstream GP, LLC is the sole general partner of the General Partner with a 0.001% general partner interest in the General Partner; such general partner interest has been duly authorized and validly issued in accordance with the GP Partnership Agreement; and DCP Midstream GP, LLC owns such general partner interest free and clear of all Liens (except restrictions on transferability and other Liens as described in the Disclosure Package or the Final Prospectus or contained in the Omnibus GP Partnership Agreement or those created by or arising under the GP Partnership Agreement), (iDelaware LP Act) in respect of which a financing statement under the Uniform Commercial Code of the state of DelawareDE UCC naming DCP Midstream GP, naming it LLC as debtor is on file in the Filing Office as of a recent the date set forth in the office of the Secretary of State of the State of Delaware or (ii) otherwise known to such counsel, without independent investigation, other than those created by or arising under the Delaware Search. DCP Midstream and DCP LP Act or contained in the GP Partnership Agreement. DEFS is Holdings are the sole limited partner partners of the General Partner with a 99.99998.999% and a 1.0% limited partner interest interest, respectively, in the General Partner; such limited partner interest has interests have been duly authorized and validly issued in accordance with the GP Partnership Agreement and is are fully paid (to the extent required under the GP Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Section Sections 17-607 and 17-804 of the Delaware LP Act and otherwise by matters described in the Prospectus under the caption “The Partnership Agreement — Limited Liability”Act); and DEFS owns DCP Midstream and DCP LP Holdings own such limited partner interest interests free and clear of all Liens (except restrictions on transferability and other Liens as described in the Disclosure Package or the Final Prospectus or contained in the Omnibus GP Partnership Agreement or those created by or arising under the GP Partnership Agreement), (iDelaware LP Act) in respect of which a financing statement under the Uniform Commercial Code of the state of Delaware, DE UCC naming it either DCP Midstream or DCP LP Holdings as debtor is on file in the Filing Office as of a recent the date set forth in the office of the Secretary of State of the State of Delaware or (ii) otherwise known to such counsel, without independent investigation, other than those created by or arising under the Delaware LP Act or pursuant to the GP Partnership AgreementSearch.

Appears in 1 contract

Samples: Underwriting Agreement (DCP Midstream Partners, LP)

Ownership of the General Partner. DCP Midstream GP, LLC is the sole general partner of the General Partner with a 0.001% general partner interest in the General Partner; such general partner interest has been duly authorized and validly issued in accordance with the GP Partnership Agreement; and DCP Midstream GP, LLC owns such general partner interest free and clear of all Liens (except restrictions on transferability and other Liens as described in the Disclosure Package or the Final Prospectus or contained in the Omnibus Agreement or the GP Partnership AgreementAgreement or those created by or arising under the Delaware LP Act), (i) in respect of which a financing statement under the Uniform Commercial Code of the state of Delaware, naming it DCP Midstream GP, LLC as debtor is on file as of a recent date in the office of the Secretary of State of the State of Delaware or (ii) otherwise known to such counsel, without independent investigation, other than those created by or arising under the Delaware Delaware. DCP Midstream and DCP LP Act or contained in the GP Partnership Agreement. DEFS is Holdings are the sole limited partner partners of the General Partner with a 99.99998.999% and a 1.0% limited partner interest interest, respectively, in the General Partner; such limited partner interest has interests have been duly authorized and validly issued in accordance with the GP Partnership Agreement and is are fully paid (to the extent required under the GP Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Section Sections 17-607 and 17-804 of the Delaware LP Act and otherwise by matters described in the Prospectus under the caption “The Partnership Agreement — Limited Liability”Act); and DEFS owns DCP Midstream and DCP LP Holdings own such limited partner interest interests free and clear of all Liens (except restrictions on transferability and other Liens as described in the Disclosure Package or the Final Prospectus or contained in the Omnibus Agreement or the GP Partnership AgreementAgreement or those created by or arising under the Delaware LP Act), (i) in respect of which a financing statement under the Uniform Commercial Code of the state of Delaware, Delaware naming it either DCP Midstream or DCP LP Holdings as debtor is on file as of a recent date in the office of the Secretary of State of the State of Delaware or (ii) otherwise known to such counsel, without independent investigation, other than those created by or arising under the Delaware LP Act or pursuant to the GP Partnership AgreementDelaware.

Appears in 1 contract

Samples: Underwriting Agreement (DCP Midstream Partners, LP)

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