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 16,034,899 Common Units and the General Partner owns 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 DE UCC naming either DCP LP Holdings or the General Partner as debtor is on file in the Filing Office as of the date set forth in the Search.

Appears in 2 contracts

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

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Ownership of the Sponsor Units and the Incentive Distribution Rights. DCP LP Holdings owns 16,034,899 11,478,201 Common Units and the General Partner owns 888,250 268,250 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 DE UCC naming either 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 Filing Office as applicable office of the date set forth in the Searchrespective states of their organization.

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 16,034,899 Common Units and The Sponsor Units, the General Partner owns 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 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”); such and DCP LP Holdings owns 1,357,143 Common Units and 7,142,857 Subordinated Units and the General Partner owns 100% of the Incentive Distribution Rights are ownedRights, 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 ActProspectus, (i) in respect of which a financing statement under the DE UCC naming either Uniform Commercial Code of the state of organization of DCP LP Holdings or the General Partner naming any of them as debtor is on file as of a recent date in the Filing Office as applicable office of the date set forth respective states of their organization, 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 SearchPartnership Agreement.

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 16,034,899 11,905,721 Common Units and the General Partner owns 888,250 568,250 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 DE UCC naming either 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 Filing Office as office of the date set forth in Secretary of State of the SearchState 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 16,034,899 11,478,201 Common Units and the General Partner owns 888,250 568,250 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 DE UCC naming either 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 Filing Office as office of the date set forth in Secretary of State of the SearchState of Delaware.

Appears in 1 contract

Samples: Letter Agreement (DCP Midstream Partners, LP)

Ownership of the Sponsor Units and the Incentive Distribution Rights. DCP LP Holdings owns 16,034,899 11,478,201 Common Units and the General Partner owns 888,250 268,250 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 DE UCC naming either 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 Filing Office as applicable office of the date set forth in the Searchrespective states of their organization.

Appears in 1 contract

Samples: Terms Agreement (DCP Midstream Partners, LP)

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Ownership of the Sponsor Units and the Incentive Distribution Rights. DCP LP Holdings owns 16,034,899 11,478,201 Common Units and the General Partner owns 888,250 268,250 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 DE UCC naming either 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 Filing Office as applicable office of the date set forth in the Searchrespective 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 16,034,899 11,478,201 Common Units and the General Partner owns 888,250 268,250 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); all such Common Units and Incentive Distribution Rights are owned, in each case, owned 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 those created by or arising under the Delaware LP ActProspectus), (i) in respect of which a financing statement under the DE UCC naming either Uniform Commercial Code of the state of organization of DCP LP Holdings or the General Partner naming any of them as debtor is on file as of a recent date in the Filing Office as applicable office of the date set forth respective states of their organization, 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 SearchPartnership Agreement.

Appears in 1 contract

Samples: Letter Agreement (DCP Midstream Partners, LP)

Ownership of the Sponsor Units and the Incentive Distribution Rights. DCP LP Holdings owns 16,034,899 Common Units and the General Partner owns 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 DE UCC naming either DCP LP Holdings or the General Partner as debtor is on file in the Filing Office as of the date set forth in the Search.

Appears in 1 contract

Samples: Underwriting Agreement (DCP Midstream Partners, LP)

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