Ownership of the Operating Partnership. The OLP GP is the sole general partner of the Operating Partnership with a 0.001% general partner interest in the Operating Partnership; such general partner interest has been duly authorized and validly issued in accordance with the OLP Partnership Agreement; and the OLP GP 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 OLP Partnership 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 the OLP GP as debtor is on file as of a recent date in the office of the Secretary of State of the State of Delaware. The Partnership is the sole limited partner of the Operating Partnership with a 99.999% limited partner interest in the Operating Partnership; such limited partner interest has been duly authorized and validly issued in accordance with the OLP Partnership Agreement and is fully paid (to the extent required under the OLP Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-607 and 17-804 of the Delaware LP Act); and the Partnership owns such limited 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 OLP Partnership Agreement and Liens created pursuant to the Credit 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 the Partnership as debtor is on file as of a recent date in the office of the Secretary of State of the State of Delaware.
Appears in 2 contracts
Samples: Underwriting Agreement (DCP Midstream Partners, LP), Underwriting Agreement (DCP Midstream Partners, LP)
Ownership of the Operating Partnership. The OLP GP is the sole general partner of the Operating Partnership with a 0.001% general partner interest in the Operating Partnership; such general partner interest has been duly authorized and validly issued in accordance with the OLP Partnership Agreement; and the OLP GP 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 and the Final Prospectus or contained in the Omnibus Agreement or the OLP Partnership Agreement or those created by or arising under the Delaware LP ActAgreement), (i) in respect of which a financing statement under the Uniform Commercial Code of the State state of Delaware, naming the OLP GP as debtor is on file as of a recent date in the office of the Secretary of State of the State of DelawareDelaware 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 OLP Partnership Agreement. The Partnership is the sole limited partner of the Operating Partnership with a 99.999% limited partner interest in the Operating Partnership; such limited partner interest has been duly authorized and validly issued in accordance with the OLP Partnership Agreement and is fully paid (to the extent required under the OLP Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-607 and 17-804 of the Delaware LP Act); and the Partnership owns such limited partner interest free and clear of all Liens (except restrictions on transferability and other Liens as described in the Disclosure Package or and the Final Prospectus or contained in the Omnibus Agreement or the OLP Partnership Agreement and Liens created pursuant to the Credit Agreement or those created by or arising under the Delaware LP ActAgreement), (i) in respect of which a financing statement under the Uniform Commercial Code of the state of Delaware, naming the Partnership as debtor is on file as of a recent date in the office of the Secretary of State of the State of DelawareDelaware 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 OLP Partnership Agreement.
Appears in 2 contracts
Samples: Letter Agreement (DCP Midstream Partners, LP), Letter Agreement (DCP Midstream Partners, LP)
Ownership of the Operating Partnership. The OLP GP is the sole general partner of the Operating Partnership with a 0.001% general partner interest in the Operating Partnership; such general partner interest has been duly authorized and validly issued in accordance with the OLP Partnership Agreement; and the OLP GP 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 OLP Partnership 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 the OLP GP as debtor is on file as of a recent date in the office of the Secretary of State of the State of Delaware. The Partnership is the sole limited partner of the Operating Partnership with a 99.999% limited partner interest in the Operating Partnership; such limited partner interest has been duly authorized and validly issued in accordance with the OLP Partnership Agreement and is fully paid (to the extent required under the OLP Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-607 and 17-804 of the Delaware LP Act); and the Partnership owns such limited 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 OLP Partnership Agreement and Liens created pursuant to the Credit Agreement or Term Loan 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 the Partnership as debtor is on file as of a recent date in the office of the Secretary of State of the State of Delaware.
Appears in 2 contracts
Samples: Underwriting Agreement (DCP Midstream Partners, LP), Letter Agreement (DCP Midstream Partners, LP)
Ownership of the Operating Partnership. The OLP GP is the sole general partner of the Operating Partnership with a 0.001% general partner interest in the Operating Partnership; such general partner interest has been duly authorized and validly issued in accordance with the OLP Partnership Agreement; and the OLP GP 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 OLP Partnership Agreement or those created by or arising under the Delaware LP ActAgreement), (i) in respect of which a financing statement under the Uniform Commercial Code of the State state of Delaware, naming the OLP GP it as debtor is on file as of a recent date in the office of the Secretary of State of the State of DelawareDelaware 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 OLP Partnership Agreement. The Partnership is the sole limited partner of the Operating Partnership with a 99.999% limited partner interest in the Operating Partnership; such limited partner interest has been duly authorized and validly issued in accordance with the OLP Partnership Agreement and is fully paid (to the extent required under the OLP Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections Section 17-607 and 17-804 of the Delaware LP ActAct and otherwise by matters described in the Prospectus under the caption “The Partnership Agreement — Limited Liability”); and the Partnership owns such limited 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 OLP Partnership Agreement and Liens created pursuant to the Credit Agreement or those created by or arising under the Delaware LP ActAgreement), (i) in respect of which a financing statement under the Uniform Commercial Code of the state of Delaware, naming the Partnership it as debtor is on file as of a recent date in the office of the Secretary of State of the State of DelawareDelaware 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 OLP Partnership Agreement.
Appears in 2 contracts
Samples: Underwriting Agreement (DCP Midstream Partners, LP), Underwriting Agreement (DCP Midstream Partners, LP)
Ownership of the Operating Partnership. The OLP GP is the sole general partner of the Operating Partnership with a 0.001% general partner interest in the Operating Partnership; such general partner interest has been duly authorized and validly issued in accordance with the OLP Partnership Agreement; and the OLP GP 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 OLP Partnership 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, DE UCC naming the OLP GP 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 DelawareSearch. The Partnership is the sole limited partner of the Operating Partnership with a 99.999% limited partner interest in the Operating Partnership; such limited partner interest has been duly authorized and validly issued in accordance with the OLP Partnership Agreement and is fully paid (to the extent required under the OLP Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-607 and 17-804 of the Delaware LP Act); and the Partnership owns such limited 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 OLP Partnership Agreement and Liens created pursuant to the Credit Agreement or Term Loan Agreements 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 the Partnership 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 DelawareSearch.
Appears in 1 contract
Samples: DCP Midstream Partners, LP
Ownership of the Operating Partnership. The OLP GP is the sole general partner of the Operating Partnership with a 0.001% general partner interest in the Operating Partnership; such general partner interest has been duly authorized and validly issued in accordance with the OLP Partnership Agreement; and the OLP GP 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 OLP Partnership 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 DelawareDE UCC, naming the OLP GP 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 DelawareSearch. The Partnership is the sole limited partner of the Operating Partnership with a 99.999% limited partner interest in the Operating Partnership; such limited partner interest has been duly authorized and validly issued in accordance with the OLP Partnership Agreement and is fully paid (to the extent required under the OLP Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-607 and 17-804 of the Delaware LP Act); and the Partnership owns such limited 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 OLP Partnership Agreement and Liens created pursuant to the Credit 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 DelawareDE UCC, naming the Partnership 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 DelawareSearch.
Appears in 1 contract
Samples: Underwriting Agreement (DCP Midstream Partners, LP)
Ownership of the Operating Partnership. The OLP GP is the sole general partner of the Operating Partnership with a 0.001% general partner interest in the Operating Partnership; such general partner interest has been duly authorized and validly issued in accordance with the OLP Partnership Agreement; and the OLP GP 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 OLP Partnership 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 the OLP GP as debtor is on file as of a recent date in the office of the Secretary of State of the State of Delaware. The Partnership is the sole limited partner of the Operating Partnership with a 99.999% limited partner interest in the Operating Partnership; such limited partner interest has been duly authorized and validly issued in accordance with the OLP Partnership Agreement and is fully paid (to the extent required under the OLP Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-607 and 17-804 of the Delaware LP Act); and the Partnership owns such limited 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 OLP Partnership Agreement and Liens created pursuant to the Credit 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 the Partnership as debtor is on file as of a recent date in the office of the Secretary of State of the State of Delaware.
Appears in 1 contract
Ownership of the Operating Partnership. The OLP GP is the sole general partner of the Operating Partnership with a 0.001% general partner interest in the Operating Partnership; such general partner interest has been duly authorized and validly issued in accordance with the OLP Partnership Agreement; and the OLP GP 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 OLP Partnership 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 the OLP GP as debtor is on file as of a recent date in the office of the Secretary of State of the State of Delawareof. The Partnership is the sole limited partner of the Operating Partnership with a 99.999% limited partner interest in the Operating Partnership; such limited partner interest has been duly authorized and validly issued in accordance with the OLP Partnership Agreement and is fully paid (to the extent required under the OLP Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-607 and 17-804 of the Delaware LP Act); and the Partnership owns such limited 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 OLP Partnership Agreement and Liens created pursuant to the Credit 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 the Partnership as debtor is on file as of a recent date in the office of the Secretary of State of the State of Delaware.
Appears in 1 contract
Samples: Underwriting Agreement (DCP Midstream Partners, LP)
Ownership of the Operating Partnership. The OLP GP is the sole general partner of the Operating Partnership with a 0.001% general partner interest in the Operating Partnership; such general partner interest has been duly authorized and validly issued in accordance with the OLP Partnership Agreement; and the OLP GP 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 OLP Partnership 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, DE UCC naming the OLP GP 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 DelawareSearch. The Partnership is the sole limited partner of the Operating Partnership with a 99.999% limited partner interest in the Operating Partnership; such limited partner interest has been duly authorized and validly issued in accordance with the OLP Partnership Agreement and is fully paid (to the extent required under the OLP Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-607 and 17-804 of the Delaware LP Act); and the Partnership owns such limited 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 OLP Partnership Agreement and Liens created pursuant to the Credit 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, DE UCC naming the Partnership 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 DelawareSearch.
Appears in 1 contract
Samples: Underwriting Agreement (DCP Midstream Partners, LP)