Special Provisions Relating to the Holders of Incentive Distribution Rights. (a) Notwithstanding anything to the contrary set forth in this Agreement, the holders of the Incentive Distribution Rights (i) shall (A) possess the rights and obligations provided in this Agreement with respect to a Limited Partner pursuant to Article III and Article VII and (B) have a Capital Account as a Partner pursuant to Section 5.5 and all other provisions related thereto and (ii) shall not (A) be entitled to vote on any matters requiring the approval or vote of the holders of Outstanding Units, except as provided by law, (B) be entitled to any distributions other than as provided in Sections 6.4(a)(v), (vi) and (vii), Sections 6.4(b)(iii), (iv) and (v), and Section 12.4 or (C) be allocated items of income, gain, loss or deduction other than as specified in this Article VI; provided, however, that, for the avoidance of doubt, the foregoing shall not preclude the Partnership from making any other payments or distributions in connection with other actions permitted by this Agreement.
Appears in 3 contracts
Samples: Southcross Energy Partners, L.P., Southcross Energy Partners, L.P., Southcross Energy Partners, L.P.
Special Provisions Relating to the Holders of Incentive Distribution Rights. (a) Notwithstanding anything to the contrary set forth in this Agreement, the holders of the Incentive Distribution Rights (i1) shall (Ax) possess the rights and obligations provided in this Agreement with respect to a Limited Partner pursuant to Article III and Article VII and (By) have a Capital Account as a Partner pursuant to Section 5.5 and all other provisions related thereto and (ii2) shall not (Ax) be entitled to vote on any matters requiring the approval or vote of the holders of Outstanding Units, except as provided by law, (By) be entitled to any distributions other than as provided in Sections 6.4(a)(v6.4(c), (vid) and (vii), Sections 6.4(b)(iii), (iv) and (ve), and Section 12.4 or (Cz) be allocated items of income, gain, loss or deduction other than as specified in this Article VI; provided, however, that, that for the avoidance of doubt, the foregoing shall not preclude the Partnership from making any other payments or distributions in connection with other actions permitted by this Agreement.
Appears in 3 contracts
Samples: Sharing Agreement (Phillips 66 Partners Lp), Registration Rights Agreement (Phillips 66 Partners Lp), CNX Midstream Partners LP
Special Provisions Relating to the Holders of Incentive Distribution Rights. (a) Notwithstanding anything to the contrary set forth in this Agreement, the holders of the Incentive Distribution Rights (i1) shall (Ax) possess the rights and obligations provided in this Agreement with respect to a Limited Partner pursuant to Article III and Article VII and (By) have a Capital Account as a Partner pursuant to Section 5.5 and all other provisions related thereto and (ii2) shall not (Ax) be entitled to vote on any matters requiring the approval or vote of the holders of Outstanding Units, except as provided by law, (By) be entitled to any distributions other than as provided in Sections 6.4(a)(v), (vi) and (vii), Sections 6.4(b)(iii6.4(a)(iii), (iv) and (v), and Section 12.4 or (Cz) be allocated items of income, gain, loss or deduction other than as specified in this Article VI; provided, however, that, that for the avoidance of doubt, the foregoing shall not preclude the Partnership from making any other payments or distributions in connection with other actions permitted by this Agreement.
Appears in 3 contracts
Samples: Registration Rights Agreement (MPLX Lp), MPLX Lp, www.lw.com
Special Provisions Relating to the Holders of Incentive Distribution Rights. (a) Notwithstanding anything to the contrary set forth in this Agreement, the holders of the Incentive Distribution Rights (ia) shall (Ai) possess the rights and obligations provided in this Agreement with respect to a Limited Partner pursuant to Article III and Article VII and (Bii) have a Capital Account as a Partner pursuant to Section 5.5 and all other provisions related thereto and (iib) shall not (Ai) be entitled to vote on any matters requiring the approval or vote of the holders of Outstanding Units, except as provided by law, (Bii) be entitled to any distributions other than as provided in Sections Section 6.4(a)(v), (viSection 6.4(a)(vi) and (viiSection 6.4(a)(vii), Sections Section 6.4(b)(iii), (iv) and (v), and Section 12.4 or (Ciii) be allocated items of income, gain, loss or deduction other than as specified in this Article VI; provided. In addition to the foregoing, however, that, if any distribution from Operating Surplus is made pursuant to Section 6.4 as a result of the refinancing of the Partnership’s indebtedness for the avoidance of doubtborrowed money, the foregoing holders of the Incentive Distribution Rights shall not preclude the Partnership from making be entitled to any other payments or distributions in connection under Section 6.4 with other actions permitted by this Agreementrespect thereto.
Appears in 2 contracts
Samples: Fourth (Cheniere Energy Partners, L.P.), Cheniere Energy Partners, L.P.
Special Provisions Relating to the Holders of Incentive Distribution Rights. (a) Notwithstanding anything to the contrary set forth in this Agreement, the holders of the Incentive Distribution Rights (i1) shall (Ax) possess the rights and obligations provided in this Agreement with respect to a Limited Partner pursuant to Article III and Article VII and (By) have a Capital Account as a Partner pursuant to Section 5.5 5.4 and all other provisions related thereto and (ii2) shall not (Ax) be entitled to vote on any matters requiring the approval or vote of the holders of Outstanding Units, except as provided by law, (By) be entitled to any distributions other than as provided in Sections 6.4(a)(v), (vi) and (vii), Sections 6.4(b)(iii6.4(a)(iii), (iv) and (v), and Section 12.4 or (Cz) be allocated items of income, gain, loss or deduction other than as specified in this Article VI; provided, however, that, that for the avoidance of doubt, the foregoing shall not preclude the Partnership from making any other payments or distributions in connection with other actions permitted by this Agreement.
Appears in 2 contracts
Samples: Transaction Agreement (Hess Midstream Partners LP), Hess Midstream Partners LP
Special Provisions Relating to the Holders of Incentive Distribution Rights. (a) Notwithstanding anything to the contrary set forth in this Agreement, the holders of the Incentive Distribution Rights (ia) shall (Ai) possess the rights and obligations provided in this Agreement with respect to a Limited Partner pursuant to Article III and Article VII and (Bii) have a Capital Account as a Partner pursuant to Section 5.5 and all other provisions related thereto and (iib) shall not (Ai) be entitled to vote on any matters requiring the approval or vote of the holders of Outstanding Units, except as provided by law, (Bii) be entitled to any distributions other than as provided in Sections Section 6.4(a)(v), (viSection 6.4(a)(vi) and (viiSection 6.4(a)(vii), Sections Section 6.4(b)(iii), (iv) and (v), and Section 12.4 or (Ciii) be allocated items of income, gain, loss or deduction other than as specified in this Article VI; provided. In addition to the foregoing, however, that, if any distribution from Operating Surplus is made pursuant to Section 6.4 as a result of the refinancing of the Partnership's indebtedness for the avoidance of doubtborrowed money, the foregoing holders of the Incentive Distribution Rights shall not preclude the Partnership from making be entitled to any other payments or distributions in connection under Section 6.4 with other actions permitted by this Agreementrespect thereto.
Appears in 2 contracts
Samples: Unit Purchase Agreement (Cheniere Energy Partners, L.P.), Cheniere Energy Partners, L.P.
Special Provisions Relating to the Holders of Incentive Distribution Rights. (a) Notwithstanding anything to the contrary set forth in this Agreement, the holders of the Incentive Distribution Rights (i1) shall (Ax) possess the rights and obligations provided in this Agreement with respect to a Limited Partner Non-Managing Member pursuant to Article III and Article VII and (By) have a Capital Account as a Partner Non-Managing Member pursuant to Section 5.5 5.3 and all other provisions related thereto and (ii2) shall not (Ax) be entitled to vote on any matters requiring the approval or vote of the holders of Outstanding Units, except as provided by law, (By) be entitled to any distributions other than as provided in Sections Section 6.4(a)(v), (vi) and (vii), Sections Section 6.4(b)(iii), (iv) and (v), and Section 12.4 or (Cz) be allocated items of income, gain, loss or deduction other than as specified in this Article VI; provided, however, that, for the avoidance of doubt, the foregoing shall not preclude the Partnership Company from making any other payments or distributions in connection with other actions permitted by this Agreement.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (First Solar, Inc.), Limited Liability Company Agreement (8point3 Energy Partners LP)
Special Provisions Relating to the Holders of Incentive Distribution Rights. (a) Notwithstanding anything to the contrary set forth in this Agreement, the holders of the Incentive Distribution Rights (i1) shall (Ax) possess the rights and obligations provided in this Agreement with respect to a Limited Partner pursuant to Article III and Article VII and (By) have a Capital Account as a Partner pursuant to Section 5.5 and all other provisions related thereto and (ii2) shall not (Ax) be entitled to vote on any matters requiring the approval or vote of the holders of Outstanding Units, except as provided by law, (By) be entitled to any distributions other than as provided in Sections 6.4(a)(v), (vi) and (vii), Sections 6.4(b)(iii), (iv) and (v), and Section 12.4 or (Cz) be allocated items of income, gain, loss or deduction other than as specified in this Article VI; provided, however, that, for the avoidance of doubt, the foregoing shall not preclude the Partnership from making any other payments or distributions in connection with other actions permitted by this Agreement.
Appears in 1 contract
Samples: Summit Midstream Partners, LP
Special Provisions Relating to the Holders of Incentive Distribution Rights. (a) Notwithstanding anything to the contrary set forth in this Agreement, the holders of the Incentive Distribution Rights (i1) shall (Ax) possess the rights and obligations provided in this Agreement with respect to a Limited Partner pursuant to Article III and Article VII and (By) have a Capital Account as a Partner pursuant to Section 5.5 and all other provisions related thereto and (ii2) shall not (Ax) be entitled to vote on any matters requiring the approval or vote of the holders of Outstanding Units, except as provided by law, (By) be entitled to any distributions other than as provided in Sections 6.4(a)(v), (vi) and (vii), Sections 6.4(b)(iii), (iv) and (v), and Section 12.4 or (Cz) be allocated items of income, gain, loss or deduction other than as specified in this Article VI; provided, however, that, that for the avoidance of doubt, the foregoing shall not preclude the Partnership from making any other payments or distributions in connection with other actions permitted by this Agreement.
Appears in 1 contract
Samples: Landmark Infrastructure Partners LP
Special Provisions Relating to the Holders of Incentive Distribution Rights. (a) Notwithstanding anything to the contrary set forth in this Agreement, the holders of the Incentive Distribution Rights (i1) shall (Ax) possess the rights and obligations provided in this Agreement with respect to a Limited Partner Non-Managing Member pursuant to Article III III and Article Article VII and (By) have a Capital Account as a Partner Non-Managing Member pursuant to Section 5.5 Section 5.3 and all other provisions related thereto and (ii2) shall not (Ax) be entitled to vote on any matters requiring the approval or vote of the holders of Outstanding Units, except as provided by law, (By) be entitled to any distributions other than as provided in Sections Section 6.4(a)(v), (vi(vi) and (vii(vii), Sections Section 6.4(b)(iii), (iv(iv) and (v(v), and Section Section 12.4 or (Cz) be allocated items of income, gain, loss or deduction other than as specified in this Article Article VI; provided, however, that, for the avoidance of doubt, the foregoing shall not preclude the Partnership Company from making any other payments or distributions in connection with other actions permitted by this Agreement.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Sunpower Corp)
Special Provisions Relating to the Holders of Incentive Distribution Rights. (a) Notwithstanding anything to the contrary set forth in this Agreement, the holders of the Incentive Distribution Rights (ia) shall (Ai) possess the rights and obligations provided in this Agreement with respect to a Limited Partner pursuant to Article III and Article VII and (Bii) have a Capital Account as a Partner pursuant to Section 5.5 and all other provisions related thereto and (iib) shall not (Ai) be entitled to vote on any matters requiring the approval or vote of the holders of Outstanding Units, except as provided by law, (Bii) be entitled to any distributions other than as provided in Sections Section 6.4(a)(v), (viSection 6.4(a)(vi) and (viiSection 6.4(a)(vii), Sections Section 6.4(b)(iii), (iv) and (v), and Section 12.4 or (Ciii) be allocated items of income, gain, loss or deduction other than as specified in this Article VI; provided. In addition to the foregoing, however, that, if any distribution from Operating Surplus is made pursuant to Section 6.4 as a result of the refinancing of the Partnership’s indebtedness for the avoidance of doubtborrowed money, the foregoing holders of the Incentive Distribution Rights shall not preclude the Partnership from making be entitled to any other payments or distributions in connection under Section 6.4 with other actions permitted by this Agreementrespect thereto.
Appears in 1 contract
Samples: Agreement
Special Provisions Relating to the Holders of Incentive Distribution Rights. (a) Notwithstanding anything to the contrary set forth in this Agreement, the holders of the Incentive Distribution Rights (i1) shall (Ax) possess the rights and obligations provided in this Agreement with respect to a Limited Partner pursuant to Article III and Article VII and (By) have a Capital Account as a Partner pursuant to Section 5.5 and all other provisions related thereto and (ii2) shall not (Ax) be entitled to vote on any matters requiring the approval or vote of the holders of Outstanding Voting Eligible Limited Partner Units, except as provided by law, (By) be entitled to any distributions other than as provided in Sections 6.4(a)(v), (vi) and (vii), Sections 6.4(b)(iii6.4(a)(iii), (iv) and (v), and Section 12.4 or (Cz) be allocated items of income, gain, loss or deduction other than as specified in this Article VI; provided, however, that, that for the avoidance of doubt, the foregoing shall not preclude the Partnership from making any other payments or distributions in connection with other actions permitted by this Agreement.
Appears in 1 contract
Samples: MPLX Lp
Special Provisions Relating to the Holders of Incentive Distribution Rights. (a) Notwithstanding anything to the contrary set forth in this Agreement, the holders of the Incentive Distribution Rights (i1) shall (Ax) possess the rights and obligations provided in this Agreement with respect to a Limited Partner pursuant to Article III and Article VII and (By) have a Capital Account as a Partner pursuant to Section 5.5 5.4 and all other provisions related thereto and (ii2) shall not (Ax) be entitled to vote on any matters requiring the approval or vote of the holders of Outstanding Units, except as provided by law, (By) be entitled to any distributions other than as provided in Sections Section 6.4(a)(v), (vi) and (vii), Sections Section 6.4(b)(iii), (iv) and (v), and Section 12.4 or (Cz) be allocated items of income, gain, loss or deduction other than as specified in this Article VI; provided, however, that, that for the avoidance of doubt, the foregoing shall not preclude the Partnership from making any other payments or distributions in connection with other actions permitted by this Agreement.
Appears in 1 contract
Samples: Noble Midstream Partners LP
Special Provisions Relating to the Holders of Incentive Distribution Rights. (a) Notwithstanding anything to the contrary set forth in this Agreement, the holders of the Incentive Distribution Rights (i1) shall (Ax) possess the rights and obligations provided in this Agreement with respect to a Limited Partner Non-Managing Member pursuant to Article III and Article VII and (By) have a Capital Account as a Partner Non-Managing Member pursuant to Section 5.5 5.3 and all other provisions related thereto and (ii2) shall not (Ax) be entitled to vote on any matters requiring the approval or vote of the holders of Outstanding Units, except as provided by law, (By) be entitled to any distributions other than as provided in Sections Section 6.4(a)(v), (vi) and (vii), Sections Section 6.4(b)(iii), (iv) and (v), and Section 12.4 or (Cz) be allocated items of income, gain, loss or deduction other than as specified in this Article VI; provided, however, that, for the avoidance of doubt, the foregoing shall not preclude the Partnership Company from making any other payments or distributions in connection with other actions permitted by this Agreement.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Sunpower Corp)