Common use of Ownership of the Sponsor Units and the Incentive Distribution Rights Clause in Contracts

Ownership of the Sponsor Units and the Incentive Distribution Rights. DCP LP Holdings owns 11,478,201 Common Units and the General Partner owns 268,250 Common Units and 100% of the Incentive Distribution Rights; all of such Common Units and Incentive Distribution Rights and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the Partnership Agreement, and are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-607 and 17-804 of the Delaware LP Act); such Common Units and Incentive Distribution Rights are owned, in each case, free and clear of all Liens (except restrictions on transferability and other Liens as described in the Disclosure Package or the Final Prospectus 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 organization of DCP LP Holdings or the General Partner naming either of them as debtor is on file as of a recent date in the applicable office of the respective states of their organization.

Appears in 2 contracts

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

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Ownership of the Sponsor Units and the Incentive Distribution Rights. DCP LP Holdings owns 11,478,201 16,034,899 Common Units and the General Partner owns 268,250 888,250 Common Units and 100% of the Incentive Distribution Rights; all of such Common Units and Incentive Distribution Rights and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the Partnership Agreement, and are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-607 and 17-804 of the Delaware LP Act); such Common Units and Incentive Distribution Rights are owned, in each case, free and clear of all Liens (except restrictions on transferability and other Liens as described in the Disclosure Package or the Final Prospectus 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 organization of DE UCC naming either DCP LP Holdings or the General Partner naming either of them as debtor is on file in the Filing Office as of a recent the date set forth in the applicable office of the respective states of their organizationSearch.

Appears in 2 contracts

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

Ownership of the Sponsor Units and the Incentive Distribution Rights. DCP LP Holdings owns 11,478,201 Common Units and the General Partner owns 268,250 Common Units and 100% of the Incentive Distribution Rights; all of such Common Units and Incentive Distribution Rights and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the Partnership Agreement, and are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-607 and 17-804 of the Delaware LP Act); such Common Units and Incentive Distribution Rights are owned, in each case, free and clear of all Liens (except restrictions on transferability and other Liens as described in the Disclosure Package or the Final Prospectus 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 organization of DCP LP Holdings or the General Partner naming either of them as debtor is on file as of a recent date in the applicable office of the respective states of their organization.

Appears in 1 contract

Samples: Equity Distribution Agreement (DCP Midstream Partners, LP)

Ownership of the Sponsor Units and the Incentive Distribution Rights. DCP LP Holdings owns 11,478,201 Common Units and the General Partner owns 268,250 Common Units and 100% of the Incentive Distribution Rights; all of such Common Units and Incentive Distribution Rights and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the Partnership Agreement, and are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-607 and 17-804 of the Delaware LP Act); such Common Units and Incentive Distribution Rights are owned, in each case, free and clear of all Liens (except restrictions on transferability and other Liens as described in the Disclosure Package or the Final Prospectus 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 organization of DCP LP Holdings or the General Partner naming either of them as debtor is on file as of a recent date in the applicable office of the respective states of their organization.

Appears in 1 contract

Samples: Underwriting Agreement (DCP Midstream Partners, LP)

Ownership of the Sponsor Units and the Incentive Distribution Rights. DCP LP Holdings owns 11,478,201 16,034,899 Common Units and the General Partner owns 268,250 888,250 Common Units and 100% of the Incentive Distribution Rights; all of such Common Units and Incentive Distribution Rights and the limited partner interests represented thereby and the Incentive Distribution Rights have been duly authorized and validly issued in accordance with the Partnership Agreement, and are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-607 and 17-804 of the Delaware LP Act); such Common Units and Incentive Distribution Rights are owned, in each case, 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 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 organization of DE UCC naming either DCP LP Holdings or the General Partner naming either of them as debtor is on file in the Filing Office as of a recent the date set forth in the applicable office of the respective states of their organizationSearch.

Appears in 1 contract

Samples: Underwriting Agreement (DCP Midstream Partners, LP)

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Ownership of the Sponsor Units and the Incentive Distribution Rights. DCP LP Holdings owns 11,478,201 Common Units and the General Partner owns 268,250 568,250 Common Units and 100% of the Incentive Distribution Rights; all of such Common Units and Incentive Distribution Rights and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the Partnership Agreement, and are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-607 and 17-804 of the Delaware LP Act); such Common Units and Incentive Distribution Rights are owned, in each case, free and clear of all Liens (except restrictions on transferability and other Liens as described in the Disclosure Package or the Final Prospectus 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 organization of DCP LP Holdings or the General Partner naming either of them as debtor is on file as of a recent date in the applicable office of the respective states Secretary of their organizationState of the State of Delaware.

Appears in 1 contract

Samples: Underwriting Agreement (DCP Midstream Partners, LP)

Ownership of the Sponsor Units and the Incentive Distribution Rights. DCP LP Holdings owns 11,478,201 11,905,721 Common Units and the General Partner owns 268,250 568,250 Common Units and 100% of the Incentive Distribution Rights; all of such Common Units and Incentive Distribution Rights and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the Partnership Agreement, and are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-607 and 17-804 of the Delaware LP Act); such Common Units and Incentive Distribution Rights are owned, in each case, free and clear of all Liens (except restrictions on transferability and other Liens as described in the Disclosure Package or the Final Prospectus 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 organization of DCP LP Holdings or the General Partner naming either of them as debtor is on file as of a recent date in the applicable office of the respective states Secretary of their organizationState of the State of Delaware.

Appears in 1 contract

Samples: Underwriting Agreement (DCP Midstream Partners, LP)

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