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

Ownership of the Incentive Distribution Rights. At the applicable Delivery Date (as hereinafter defined), after giving effect to the Transactions, NRGY will indirectly own all of the Incentive Distribution Rights; the Incentive Distribution Rights and the limited partner interests represented thereby will have been duly authorized and validly issued in accordance with the Partnership Agreement and will be fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act); and NRGY will indirectly own the Incentive Distribution Rights free and clear of all Liens (except for (A) restrictions on transferability contained in the Partnership Agreement or as described in the Registration Statement, the Time of Sale Prospectus or the Prospectus, (B) Liens created or arising under the Delaware LP Act and (C) Liens created, arising under or securing the NRGY Credit Agreement).

Ownership of the Incentive Distribution Rights. At NRGY indirectly owns, and at the applicable Delivery Date (as hereinafter defined)) will own, after giving effect to the Transactions, NRGY will indirectly own all of the Partnership’s Incentive Distribution RightsRights (as such term is defined in the Partnership Agreement); the Incentive Distribution Rights and the limited partner interests represented thereby will have been duly authorized and validly issued in accordance with the Partnership Agreement and will be are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act); and NRGY will indirectly own the Incentive Distribution Rights free and clear of all Liens (except for (A) restrictions on transferability contained in the Partnership Agreement or as described in the Registration Statement, the Time of Sale Prospectus or the Prospectus, (B) Liens created or arising under the Delaware LP Act and (C) Liens created, arising under or securing the NRGY Credit Agreement).