Common use of Partnership Interests Outstanding Clause in Contracts

Partnership Interests Outstanding. As of the date hereof (and prior to the issuance of the Initial Units to be sold by the Partnership), the issued and outstanding limited partner interests of the Partnership consist of 15,577,571 Common Units and the Incentive Distribution Rights (as defined in the Partnership Agreement), and the General Partner owns all of the Incentive Distribution Rights; and all of such issued and outstanding 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 17-303, 17-607 and 17-804 of the Delaware LP Act and matters described in the General Disclosure Package and the Prospectus under the captions “Description of the Common Units — Limited Liability” and “Risk Factors — Risk Factors Related to an Investment in Us — You may be required to repay distributions you have received from us.”); and the General Partner owns the Incentive Distribution Rights, free and clear of all liens, encumbrances, security interests, charges or claims (except as described in the General Disclosure Package and the Prospectus).

Appears in 1 contract

Samples: Underwriting Agreement (Stonemor Partners Lp)

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Partnership Interests Outstanding. As of the date hereof (and prior to the issuance of the Initial Units to be sold by the Partnership), the issued and outstanding limited partner interests of the Partnership consist of 15,577,571 29,312,692 Common Units and the Incentive Distribution Rights (as defined in the Partnership Agreement), and the General Partner owns all of the Incentive Distribution Rights; and all of such issued and outstanding 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 17-303, 17-607 and 17-804 of the Delaware LP Act and the matters described in the General Disclosure Package and the Prospectus under the captions “Description of the Common Units — Limited Liability” and “Risk Factors — Risk Factors Related to an Investment in Us — You may be required to repay distributions you have received from us.”); and the General Partner owns the Incentive Distribution Rights, free and clear of all liens, encumbrances, security interests, charges or claims (except as described in the General Disclosure Package and the Prospectus).

Appears in 1 contract

Samples: Underwriting Agreement (Stonemor Partners Lp)

Partnership Interests Outstanding. As of the date hereof (and immediately prior to the issuance time of the Initial Units to be sold by the Partnership)purchase, the issued and outstanding limited partner interests of the Partnership consist of 15,577,571 12,313,451 Common Units, 11,513,625 Subordinated Units (as defined in the Partnership Agreement) and the Incentive Distribution Rights (as defined in the Partnership Agreement), and ; the General Partner owns all of the Incentive Distribution Rights; and all of such issued and the outstanding Common Units, Subordinated 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 17-303, 303 and 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act Act”) and otherwise by matters described in the General Disclosure Package and the Prospectus under the captions “Description of the Common Units — caption "The Partnership Agreement—Limited Liability” and “Risk Factors — Risk Factors Related to an Investment in Us — You may be required to repay distributions you have received " incorporated by reference from us.”the Company’s registration statement on Form 8-A filed on March 17, 2009); and the . The General Partner owns all of the Incentive Distribution Rights, Rights free and clear of all liens, encumbrances, security interests, charges or claims (except as described in the General Disclosure Package and the Prospectus)Liens.

Appears in 1 contract

Samples: Underwriting Agreement (Quicksilver Gas Services LP)

Partnership Interests Outstanding. As of the date hereof (and prior to the issuance of the Initial Units to be sold by the Partnership), the issued and outstanding limited partner interests of the Partnership consist of 15,577,571 19,732,896 Common Units and the Incentive Distribution Rights (as defined in the Partnership Agreement), and the General Partner owns all of the Incentive Distribution Rights; and all of such issued and outstanding 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 17-303, 17-607 and 17-804 of the Delaware LP Act and the matters described in the General Disclosure Package and the Prospectus under the captions “Description of the Common Units — Limited Liability” and “Risk Factors — Risk Factors Related to an Investment in Us — You may be required to repay distributions you have received from us.”); and the General Partner owns the Incentive Distribution Rights, free and clear of all liens, encumbrances, security interests, charges or claims (except as described in the General Disclosure Package and the Prospectus).

Appears in 1 contract

Samples: Underwriting Agreement (Stonemor Partners Lp)

Partnership Interests Outstanding. As of the date hereof (and prior to the issuance of the Initial Units to be sold by the Partnership), the issued and outstanding limited partner interests of the Partnership consist of 15,577,571 21,385,231 Common Units and the Incentive Distribution Rights (as defined in the Partnership Agreement), and the General Partner owns all of the Incentive Distribution Rights; and all of such issued and outstanding 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 17-303, 17-607 and 17-804 of the Delaware LP Act and the matters described in the General Disclosure Package and the Prospectus under the captions “Description of the Common Units — Limited Liability” and “Risk Factors — Risk Factors Related to an Investment in Us — You may be required to repay distributions you have received from us.”); and the General Partner owns the Incentive Distribution Rights, free and clear of all liens, encumbrances, security interests, charges or claims (except as described in the General Disclosure Package and the Prospectus).

Appears in 1 contract

Samples: Underwriting Agreement (Stonemor Partners Lp)

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Partnership Interests Outstanding. As of the date hereof (and prior to the issuance of the Initial Units to be sold by the Partnership), the issued and outstanding limited partner interests of the Partnership consist of 15,577,571 25,968,497 Common Units and the Incentive Distribution Rights (as defined in the Partnership Agreement), and the General Partner owns all of the Incentive Distribution Rights; and all of such issued and outstanding 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 17-303, 17-607 and 17-804 of the Delaware LP Act and the matters described in the General Disclosure Package and the Prospectus under the captions “Description of the Common Units — Limited Liability” and “Risk Factors — Risk Factors Related to an Investment in Us — You may be required to repay distributions you have received from us.”); and the General Partner owns the Incentive Distribution Rights, free and clear of all liens, encumbrances, security interests, charges or claims (except as described in the General Disclosure Package and the Prospectus).

Appears in 1 contract

Samples: Underwriting Agreement (Stonemor Partners Lp)

Partnership Interests Outstanding. As of the date hereof (and prior to the issuance of the Initial Units to be sold by the PartnershipFirm Units), the issued and outstanding limited partner interests of the Partnership consist of 15,577,571 19,166,000 Common Units, 13,066,000 Subordinated Units (as defined in the Partnership Agreement) and the Incentive Distribution Rights (as defined in the Partnership Agreement), and the General Partner owns all of the Incentive Distribution Rights; and all of such issued and outstanding Common Units, Subordinated 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 17-303, 17-607 and 17-804 of the Delaware LP Act and matters described in the General Disclosure Package Pricing Prospectus and the Prospectus under the captions Caption “Description of the Common Units — Limited Liability” and “Risk Factors — Risk Factors Related to an Investment in Us — You may be required to repay distributions you have received from us.”); and the General Partner owns the Incentive Distribution Rights, free and clear of all liens, encumbrancesencumbrances (except restrictions on transferability as described in the Pricing Prospectus and the Prospectus), security interests, charges or claims (except as described in the General Disclosure Package and the Prospectus)claims.

Appears in 1 contract

Samples: Underwriting Agreement (Calumet Specialty Products Partners, L.P.)

Partnership Interests Outstanding. As of the date hereof (and prior to the issuance of the Initial Units to be sold by the PartnershipFirm Units), the issued and outstanding limited partner interests of the Partnership consist of 15,577,571 19,166,000 Common Units, 13,066,000 Subordinated Units (as defined in the Partnership Agreement) and the Incentive Distribution Rights (as defined in the Partnership Agreement), and the General Partner owns all of the Incentive Distribution Rights; and all of such issued and outstanding Common Units, Subordinated 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 17-303, 17-607 and 17-804 of the Delaware LP Act and matters described in the General Disclosure Package Pricing Prospectus and the Prospectus under the captions Caption Description of the Common Units The Partnership Agreement — Limited Liability” and “Risk Factors — Risk Factors Related to an Investment in Us — You may be required to repay distributions you have received from us.”); and the General Partner owns the Incentive Distribution Rights, free and clear of all liens, encumbrancesencumbrances (except restrictions on transferability as described in the Pricing Prospectus and the Prospectus), security interests, charges or claims (except as described in the General Disclosure Package and the Prospectus)claims.

Appears in 1 contract

Samples: Underwriting Agreement (Calumet Specialty Products Partners, L.P.)

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