Common use of Cooperation by Holders Clause in Contracts

Cooperation by Holders. The Partnership shall have no obligation to include Registrable Securities of a Holder in a Registration Statement or in an Underwritten Offering pursuant to Section 2.03(a) if such Holder has failed to timely furnish such information that the Partnership determines, after consultation with its counsel, is reasonably required in order for any registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 15 contracts

Samples: Registration Rights Agreement, Registration Rights Agreement (Equitrans Midstream Corp), Registration Rights Agreement (EQM Midstream Partners, LP)

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Cooperation by Holders. The Partnership shall have no obligation to include Registrable Securities of a Holder in a Registration Statement Statement, or in an Underwritten Offering pursuant to Section 2.03(a) if such 2.02(a), Registrable Securities of a Selling Holder who has failed to timely furnish such information that the Partnership determines, after consultation with its counsel, is reasonably required in order for any registration statement the Registration Statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 14 contracts

Samples: Registration Rights Agreement (Oasis Midstream Partners LP), Registration Rights Agreement (Oasis Midstream Partners LP), Contribution Agreement

Cooperation by Holders. The Partnership shall have no obligation to include Registrable Securities of a Holder in a Registration Statement Statement, or in an Underwritten Offering pursuant to Section 2.03(a) if such 2.02(a), Registrable Securities of a Selling Holder who has failed to timely furnish such information that that, in the Partnership determines, after consultation with its counselopinion of counsel to the Partnership, is reasonably required in order for any the registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 13 contracts

Samples: Registration Rights Agreement (Foresight Energy LP), Registration Rights Agreement (Foresight Energy LP), Registration Rights Agreement (Enviva Partners, LP)

Cooperation by Holders. The Partnership shall have no obligation to include Registrable Securities of a Holder in a Registration Statement or in an Underwritten Offering pursuant to Section 2.03(a) if such Holder who has failed to timely furnish such information that the Partnership determines, after consultation with its counsel, is reasonably required in order for any registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 10 contracts

Samples: Registration Rights Agreement, Registration Rights Agreement (Black Stone Minerals, L.P.), Registration Rights Agreement (Black Stone Minerals, L.P.)

Cooperation by Holders. The Partnership shall have no obligation to include Registrable Securities of a Holder in a the Registration Statement or in an Underwritten Offering pursuant to Section 2.03(a2.02(a) if such Holder who has failed to timely furnish such information that the Partnership determines, after consultation with its counsel, is reasonably required in order for any the registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 10 contracts

Samples: Registration Rights Agreement (Ferrellgas Partners Finance Corp), Common Unit Purchase Agreement (Shell Midstream Partners, L.P.), Registration Rights Agreement (Inergy Midstream, L.P.)

Cooperation by Holders. The Partnership shall have no obligation to include Registrable Securities of a Holder in a the Registration Statement Statement, or in an Underwritten Offering pursuant to Section 2.03(a) if such 2.02(a), Registrable Securities of a Holder who has failed to timely furnish such information that the Partnership determines, after consultation with its counsel, is reasonably required in order for any the registration statement or prospectus or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 8 contracts

Samples: Registration Rights Agreement (Enviva Partners, LP), Common Unit Purchase Agreement (Enviva Partners, LP), Registration Rights Agreement (Noble Midstream Partners LP)

Cooperation by Holders. The Partnership shall have no obligation to include Registrable Securities of a Holder in a Registration Statement Statement, or in an Underwritten Offering pursuant to Section 2.03(a) if such 2.02(a), Registrable Securities of a Selling Holder who has failed to timely furnish such information that the Partnership determines, after consultation with its counsel, is reasonably required in order for any registration statement the Registration Statement or prospectus or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 7 contracts

Samples: Registration Rights Agreement (Rattler Midstream Lp), Registration Rights Agreement (Rattler Midstream Lp), Registration Rights Agreement (Viper Energy Partners LP)

Cooperation by Holders. The Notwithstanding anything to the contrary, the Partnership shall have no obligation to include Registrable Securities of a Holder in a the Registration Statement or in an Underwritten Offering pursuant to Section 2.03(a2.02(a) if such Holder who has failed to timely furnish such information that the Partnership determines, after consultation with its counsel, is reasonably required in order for any the registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 6 contracts

Samples: Registration Rights Agreement (Teekay Offshore Partners L.P.), Registration Rights Agreement (Teekay LNG Partners L.P.), Registration Rights Agreement (Teekay Offshore Partners L.P.)

Cooperation by Holders. The Partnership shall have no obligation to include Registrable Securities of a Holder in a the Registration Statement Statement, or in an Underwritten Offering pursuant to Section 2.02(a) or Section 2.03(a) if such ), Common Units of a Selling Holder who has failed to timely furnish such information that the Partnership determines, after consultation with its counsel, is reasonably required in order for any the registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 6 contracts

Samples: Common Unit Purchase Agreement, Registration Rights Agreement (NGL Energy Partners LP), Registration Rights Agreement (Rose Rock Midstream, L.P.)

Cooperation by Holders. The Partnership shall have no obligation to include Registrable Securities of a Holder in a the Registration Statement or in an Underwritten Offering pursuant to Section 2.03(a2.02(a) if such Holder who has failed to timely furnish such information that the Partnership determines, after consultation with its counsel, is reasonably required in order for any the registration statement or prospectus or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 6 contracts

Samples: Registration Rights Agreement (Rice Midstream Partners LP), Common Unit Purchase Agreement (Rice Midstream Partners LP), Registration Rights Agreement (Sunoco LP)

Cooperation by Holders. The Partnership shall have no obligation to include Registrable Securities of a Holder in a the Shelf Registration Statement Statement, or in an Underwritten Offering pursuant to Section 2.03(a) if such 2.02(a), Common Units of a Selling Holder who has failed to timely furnish such information that that, in the Partnership determines, after consultation with its counselopinion of counsel to the Partnership, is reasonably required in order for any the registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 5 contracts

Samples: Registration Rights Agreement (Universal Compression Partners, L.P.), Registration Rights Agreement (Williams Partners L.P.), Registration Rights Agreement (Global Partners Lp)

Cooperation by Holders. The Partnership shall have no obligation to include Registrable Securities of a Holder in a Shelf Registration Statement or in an Underwritten Offering pursuant to Section 2.03(a2.02(a) if such Holder who has failed to timely furnish such information that the Partnership determines, after consultation with its counsel, is reasonably required in order for any the registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 4 contracts

Samples: Registration Rights Agreement (Sanchez Midstream Partners LP), Registration Rights Agreement (Sanchez Production Partners LP), Registration Rights Agreement (Sanchez Production Partners LP)

Cooperation by Holders. The Partnership shall have no obligation to include in a registration statement pursuant to Section 2.01, a Secondary Offering pursuant to Section 2.02(a) or in a Piggyback Registration pursuant to Section 2.03(a), Registrable Securities of a Selling Holder in a Registration Statement or in an Underwritten Offering pursuant to Section 2.03(a) if such Holder who has failed to timely furnish such information that that, in the Partnership determines, after consultation with its counselopinion of counsel to the Partnership, is reasonably required in order for any a registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 4 contracts

Samples: Registration Rights Agreement (PennTex Midstream Partners, LP), Registration Rights Agreement (PennTex Midstream Partners, LP), Registration Rights Agreement (PennTex Midstream Partners, LP)

Cooperation by Holders. The Partnership shall have no obligation to include in a Registration Statement Registrable Securities of a Holder in a Registration Statement or in an Underwritten Offering pursuant to Section 2.03(a) if such Holder who has failed to timely furnish furnish, after receipt of a written request from the Partnership, such information that the Partnership determines, after consultation with its counsel, is reasonably required in order for any the registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 4 contracts

Samples: Registration Rights Agreement (Mid-Con Energy Partners, LP), Convertible Preferred Unit Purchase Agreement (Mid-Con Energy Partners, LP), Registration Rights Agreement (Mid-Con Energy Partners, LP)

Cooperation by Holders. The Partnership shall have no obligation to include in any registration statement contemplated by this Agreement Registrable Securities of a Holder in a Registration Statement or in an Underwritten Offering pursuant to Section 2.03(a) if such Holder who has failed to timely furnish such information that which, in the Partnership determines, after consultation with its counselopinion of counsel to the Partnership, is reasonably required in order for any such registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 3 contracts

Samples: Registration Rights Agreement (Atlas Resource Partners, L.P.), Registration Rights Agreement (Atlas Resource Partners, L.P.), Registration Rights Agreement (Atlas Pipeline Partners Lp)

Cooperation by Holders. The Partnership shall have no obligation to include Registrable Securities of a Holder in a the Registration Statement or any other registration statement contemplated by this Agreement or in an Underwritten Offering pursuant to Section 2.03(a2.02(a) if such Holder who has failed to timely furnish such information that the Partnership determines, after consultation with its counsel, is reasonably required in order for any such registration statement or prospectus or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 3 contracts

Samples: Registration Rights Agreement (Arc Logistics Partners LP), Registration Rights Agreement (Arc Logistics Partners LP), Unit Purchase Agreement (Arc Logistics Partners LP)

Cooperation by Holders. The Partnership shall have no obligation to include in a Registration Statement pursuant to Section 2.01, a Secondary Offering pursuant to Section 2.02(a) or in a Piggyback Registration pursuant to Section 2.03(a), Registrable Securities of a Selling Holder in a Registration Statement or in an Underwritten Offering pursuant to Section 2.03(a) if such Holder who has failed to timely furnish such information that that, in the Partnership determines, after consultation with its counselopinion of counsel to the Partnership, is reasonably required in order for any registration statement the Registration Statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 3 contracts

Samples: Form of Registration Rights Agreement (Emerge Energy Services LP), Registration Rights Agreement (CVR Refining, LP), Registration Rights Agreement (CVR Refining, LP)

Cooperation by Holders. The Partnership shall have no obligation to include Registrable Securities of a Holder in a the Registration Statement or in an Underwritten Offering pursuant to Section 2.03(a2.2(a) if such Holder who has failed to timely furnish such information that the Partnership determines, after consultation with its counsel, is reasonably required in order for any the registration statement or prospectus supplement, as applicable, to comply with the Securities ActAct or to verify the rights of the Holders hereunder.

Appears in 3 contracts

Samples: Registration Rights Agreement, Registration Rights Agreement (USA Compression Partners, LP), Contribution Agreement (USA Compression Partners, LP)

Cooperation by Holders. The Partnership shall have no obligation to include Registrable Securities of a Holder in a Registration Statement or Piggyback Registration Statement, or in an Underwritten Offering pursuant to Section 2.03(a) if such Sections 2.01, 2.02 or 2.03, Registrable Securities of a Selling Holder who has failed to timely furnish such information that the Partnership determines, after consultation with its counsel, is reasonably required in order for any registration statement the Registration Statement or Piggyback Registration Statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 3 contracts

Samples: Registration Rights Agreement (Dominion Midstream Partners, LP), Contribution Agreement (New Jersey Resources Corp), Contribution Agreement (Dominion Midstream Partners, LP)

Cooperation by Holders. The Partnership shall have no obligation to include Registrable Securities of a Holder in a Registration Statement or in an Underwritten Offering pursuant to Section 2.03(a) if such Holder who has failed to timely furnish such information that the Partnership determines, after consultation with its counsel, is reasonably required in order for any registration statement or prospectus supplement, as applicable, to comply with the Securities Act. To the extent the Partnership requires any information from any Holder for inclusion in a Registration statement, it shall deliver a written notice to such Holder requesting such Holder to deliver such information within five (5) Business Days of the receipt by such Holder of such written notice.

Appears in 3 contracts

Samples: Registration Rights Agreement (CSI Compressco LP), Registration Rights Agreement (Tetra Technologies Inc), Registration Rights Agreement (CSI Compressco LP)

Cooperation by Holders. The Partnership shall have no obligation to include Registrable Securities of a Holder in a Registration Statement or in an Underwritten Offering pursuant to Section 2.03(a) if Investor or such Holder has failed to timely furnish such information that the Partnership reasonably determines, after consultation with its counsel, is reasonably required in order for any registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 3 contracts

Samples: Build Out Agreement (NextEra Energy Partners, LP), Contribution Agreement (NextEra Energy Partners, LP), Membership Interest Purchase Agreement (NextEra Energy Partners, LP)

Cooperation by Holders. The Partnership shall have no obligation to include Registrable Securities of a Holder in a the Registration Statement or in an Underwritten Offering pursuant to Section 2.03(a2.02(a) if such Registrable Securities of a Holder who has failed to timely furnish such information that the Partnership determines, after consultation with its counsel, is reasonably required in order for any the registration statement or prospectus or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 3 contracts

Samples: Registration Rights Agreement (Energy Transfer Equity, L.P.), Common Unit Purchase Agreement (Energy Transfer Equity, L.P.), Common Unit Purchase Agreement

Cooperation by Holders. The Partnership shall have no obligation to include Registrable Securities of a Holder in a Registration Statement or in an Underwritten Offering pursuant to Section 2.03(a) if GEPIF or such Holder has failed to timely furnish such information that the Partnership determines, after consultation with its counsel, is reasonably required in order for any registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 2 contracts

Samples: Registration Rights Agreement (Nextera Energy Partners, Lp), Membership Interest Purchase Agreement (NextEra Energy Partners, LP)

Cooperation by Holders. The Partnership shall have no obligation to include Registrable Securities of a Holder in a Registration Statement Statement, or in an Underwritten Offering pursuant to Section 2.03(a) if such 2.02(a), Registrable Securities of a Holder who has failed to timely furnish such information that the Partnership determines, after consultation with its counsel, is reasonably required in order for any registration statement the Registration Statement or prospectus or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 2 contracts

Samples: Registration Rights Agreement (Lehigh Gas Partners LP), Registration Rights Agreement (Lehigh Gas Partners LP)

Cooperation by Holders. The Partnership shall have no obligation to include Registrable Securities of a Holder in a Registration Statement or Piggyback Registration Statement, or in an Underwritten Offering pursuant to Section 2.03(a) if such Sections 2.01 or 2.02, Registrable Securities of a Selling Holder who has failed to timely furnish such information that the Partnership determines, after consultation with its counsel, is reasonably required in order for any registration statement the Registration Statement or Piggyback Registration Statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 2 contracts

Samples: Registration Rights Agreement (Dominion Midstream Partners, LP), Contribution Agreement (Dominion Midstream Partners, LP)

Cooperation by Holders. The Partnership shall have no obligation to include Registrable Securities of a Holder in a Registration Statement Statement, or in an Underwritten Offering pursuant to Section 2.03(a) if such 2.02, Registrable Securities of a Selling Holder who has failed to timely furnish such information that that, in the Partnership determines, after consultation with its counselopinion of counsel to the Partnership, is reasonably required in order for any registration statement the Registration Statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 2 contracts

Samples: Registration Rights Agreement (PetroLogistics LP), Form of Registration Rights Agreement (PetroLogistics LP)

Cooperation by Holders. The Partnership shall have no obligation to include Registrable Securities of a Holder in a the Registration Statement or in an Underwritten Offering pursuant to Section 2.03(a) if such Holder who has failed to timely furnish such information that the Partnership determines, after consultation with its counsel, is reasonably required in order for any the registration statement or prospectus or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 2 contracts

Samples: Registration Rights Agreement (Energy Transfer Equity, L.P.), Registration Rights Agreement (Sunoco LP)

Cooperation by Holders. The Partnership shall have no obligation to include Registrable Securities of a Holder in a the Resale Registration Statement or in an Underwritten Offering pursuant to Section 2.03(a) if such Holder who has failed to timely furnish such information that the Partnership determines, after consultation with its counsel, is reasonably required in order for any the registration statement or prospectus supplement, as applicable, to comply with the Securities Act, including the execution of the initial Selling Unitholder Notice and Questionnaire attached at Exhibit A to this Agreement by the date specified thereon.

Appears in 2 contracts

Samples: Registration Rights Agreement (Regency Energy Partners LP), Registration Rights Agreement (Crestwood Midstream Partners LP)

Cooperation by Holders. The Partnership shall have no obligation to include Registrable Securities of a Holder in a the Registration Statement, Automatic Shelf Registration Statement or in an Underwritten Offering pursuant to Section 2.03(a2.02(a) if such Holder who has failed to timely furnish such information that the Partnership determines, after consultation with its counsel, is reasonably required in order for any the registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 2 contracts

Samples: Registration Rights Agreement (Penn Virginia Resource Partners L P), Class B Unit Purchase Agreement (Penn Virginia Resource Partners L P)

Cooperation by Holders. The Partnership shall have no obligation to include Registrable Securities of a Holder in a Registration Statement or in an Underwritten Offering pursuant to Section 2.03(a2.2(a) if such Holder who has failed to timely furnish such information that the Partnership determines, after consultation with its counsel, is reasonably required in order for any registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 2 contracts

Samples: Registration Rights Agreement (EnLink Midstream Partners, LP), Convertible Preferred Unit Purchase Agreement (EnLink Midstream Partners, LP)

Cooperation by Holders. The Partnership shall have no obligation to include Registrable Securities of a Holder in a the Registration Statement or in an Underwritten Offering pursuant to Section 2.03(a) if such Holder who has failed to timely furnish such information that the Partnership determines, after consultation with its counsel, is reasonably required in order for any the registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 2 contracts

Samples: Registration Rights Agreement (Westlake Chemical Partners LP), Registration Rights Agreement (Natural Resource Partners Lp)

Cooperation by Holders. The Partnership shall have no obligation to include in a registration statement pursuant to Section 2, Registrable Securities of a Holder in a Registration Statement or in an Underwritten Offering pursuant to Section 2.03(a) if such Holder has failed fails to timely furnish such information that that, in the Partnership determines, after consultation with its counselopinion of counsel to the Partnership, is reasonably required in order for any a registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 2 contracts

Samples: Registration Rights Agreement (USD Partners LP), Membership Interest Purchase Agreement (USD Partners LP)

Cooperation by Holders. The Partnership shall have no obligation to include Registrable Securities of a Holder in a the Registration Statement or in an Underwritten Offering pursuant to Section 2.03(a2.02(a) if such of a Holder who has failed to timely furnish such information that the Partnership determines, after consultation with its counsel, is reasonably required in order for any the registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 2 contracts

Samples: Registration Rights Agreement (Enviva Partners, LP), Registration Rights Agreement (Enviva Partners, LP)

Cooperation by Holders. The Partnership shall have no obligation to include Registrable Securities of a Holder in a Registration Statement Statement, or in an Underwritten Offering pursuant to Section 2.03(a) if such 2.02(a), Registrable Securities of a Selling Holder who has failed to timely furnish such information that the Partnership determines, after consultation with its counsel, is reasonably required in order for any registration statement the Registration Statement or prospectus or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 2 contracts

Samples: Registration Rights Agreement (Rhino Resource Partners LP), Registration Rights Agreement (Rhino Resource Partners LP)

Cooperation by Holders. The Partnership shall have no obligation to include in a Registration Statement pursuant to Section 2.01 or a Secondary Offering pursuant to Section 2.02(a), Registrable Securities of a Selling Holder in a Registration Statement or in an Underwritten Offering pursuant to Section 2.03(a) if such Holder who has failed to timely furnish such information that the Partnership determines, after consultation with its counsel, is reasonably required in order for any registration statement the Registration Statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 2 contracts

Samples: Registration Rights Agreement (GPM Petroleum LP), Registration Rights Agreement (GPM Petroleum LP)

Cooperation by Holders. The Partnership shall have no obligation to include Registrable Securities of a Holder in a the Shelf Registration Statement Statement, or in an Underwritten Offering pursuant to Section 2.03(a) if such 2.2(a), Common Units of a Selling Holder who has failed to timely furnish such information that that, in the Partnership determines, after consultation with its counselopinion of counsel to the Partnership, is reasonably required in order for any the registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 2 contracts

Samples: Registration Rights Agreement (DCP Midstream Partners, LP), Common Unit Purchase Agreement (DCP Midstream Partners, LP)

Cooperation by Holders. The Partnership shall have no obligation to include Registrable Securities of a Holder in a Registration Statement or in an Underwritten Offering pursuant to Section 2.03(a2.02(a) if such Holder who has failed to timely furnish such information that the Partnership determines, after consultation with its counsel, is reasonably required in order for any the registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 2 contracts

Samples: Registration Rights Agreement (Crestwood Equity Partners LP), Registration Rights Agreement (Crestwood Midstream Partners LP)

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Cooperation by Holders. The Partnership shall have no obligation to include Registrable Securities of a Holder in a the Registration Statement or in an Underwritten Offering pursuant to Section 2.03(a) if such Holder has failed to timely furnish 854064.07-WILSR01A - MSW such information that the Partnership reasonably determines, after consultation with its counsel, is reasonably required in order for any registration statement the Registration Statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (NextEra Energy Partners, LP)

Cooperation by Holders. The Partnership shall have no obligation to include Registrable Securities of a Holder in a the Registration Statement Statement, or in an Underwritten Offering pursuant to Section 2.03(a) if such 2.2(a). Registrable Securities of a Holder who has failed to timely furnish such information that the Partnership determines, after consultation with its counsel, is reasonably required in order for any the registration statement or prospectus or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 1 contract

Samples: Registration Rights Agreement (CNX Coal Resources LP)

Cooperation by Holders. The Partnership shall have no obligation to include Registrable Securities of a Holder in a Registration Statement Statement, or in an Underwritten Offering pursuant to Section 2.03(a) if such 2.02(a), Registrable Securities of a Selling Holder who has failed to timely furnish such information that that, in the Partnership determines, after consultation with its counselopinion of counsel to the Partnership, is reasonably required in order for any the registration statement or prospectus supplement, as applicable, to comply with the Securities Act.. Section 2.06

Appears in 1 contract

Samples: Registration Rights Agreement

Cooperation by Holders. The Notwithstanding anything to the contrary, the Partnership shall have no obligation to include Registrable Securities of a Holder in a the Registration Statement or in an Underwritten Offering pursuant to Section 2.03(a) if such Holder 2.02 who has failed to timely furnish such information that the Partnership determines, after consultation with its counsel, is reasonably required in order for any the registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Penn Virginia Resource Partners L P)

Cooperation by Holders. The Partnership shall have no obligation to include Registrable Securities of a Holder in a the Registration Statement or in an Underwritten Offering pursuant to Section 2.03(a2.02(a) if such Holder who has failed to timely furnish such information concerning such Holder that the Partnership determines, after consultation with its counsel, is reasonably required in order for any the registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Buckeye Partners, L.P.)

Cooperation by Holders. The Partnership shall have no obligation to include in any registration statement contemplated by this Agreement Registrable Securities of a Holder in a Registration Statement or in an Underwritten Offering pursuant to Section 2.03(a) if such Holder who has failed to timely furnish such information that which, in the Partnership determines, after consultation with its counselopinion of counsel to the Partnership, is reasonably required in order for any such registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Atlas Resource Partners, L.P.)

Cooperation by Holders. The Partnership shall have no obligation to include in a Registration Statement Registrable Securities of a Holder in a Registration Statement or in an Underwritten Offering pursuant to Section 2.03(a) if such Holder who has failed to timely furnish furnish, after receipt of a written request from the Partnership, such information that the Partnership determines, after consultation with its counsel, is reasonably required in order for any registration statement the Registration Statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 1 contract

Samples: Registration Rights Agreement (NuStar Energy L.P.)

Cooperation by Holders. The Partnership shall have no obligation to include Registrable Securities in the Registration Statement Common Units of a Holder in a Registration Statement or in an Underwritten Offering pursuant to Section 2.03(a) if such Holder 2.2 of this Agreement, Common Units of a Selling Holder, who has failed to timely furnish such information that that, in the Partnership determines, after consultation with its counselopinion of counsel to the Partnership, is reasonably required in order for any the registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Tc Pipelines Lp)

Cooperation by Holders. The Partnership shall have no obligation to include Registrable Securities of a Holder in a the Registration Statement or in an Underwritten Offering pursuant to Section 2.03(a) if such Holder 2.2 who has failed to timely furnish such information regarding such Holder and its ownership of the Registrable Securities being offered and its intended method of distribution that the Partnership determines, after consultation with its counsel, is reasonably required in order for any the registration statement or prospectus supplement, as applicable, to comply with the Securities ActAct or to verify the rights of the Holder hereunder.

Appears in 1 contract

Samples: Registration Rights Agreement (Marlin Midstream Partners, LP)

Cooperation by Holders. The Partnership shall have no obligation to include Registrable Securities of a Holder in a the Shelf Registration Statement or in an Underwritten Offering pursuant to Section 2.03(a2.02(a) if such Holder who has failed to timely furnish such information that the Partnership determines, after consultation with its counsel, is reasonably required in order for any the registration statement or prospectus supplement, as applicable, to comply with the Securities Act, including the execution of the initial Selling Unitholder Notice and Questionnaire attached at Exhibit A to this Agreement by the date specified thereon.

Appears in 1 contract

Samples: Registration Rights Agreement (Legacy Reserves Lp)

Cooperation by Holders. The Partnership shall have no obligation to include Registrable Securities in the Shelf Registration Statement units of a Holder in a Registration Statement or in an Underwritten Offering pursuant to Section 2.03(a) if such Holder who has failed to timely furnish such information that which, in the Partnership determines, after consultation with its counselopinion of counsel to the Partnership, is reasonably required in order for the Shelf Registration Statement or any registration statement prospectus or prospectus supplementsupplement thereto, as applicable, to comply with the Securities Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Plains All American Pipeline Lp)

Cooperation by Holders. The Partnership shall have no obligation to include Registrable Securities of a Holder in a the Shelf Registration Statement or in an Underwritten Offering pursuant to Section 2.03(a) if such Holder who has failed to timely furnish such information that the Partnership determines, after consultation with its counsel, is reasonably required in order for any the registration statement or prospectus supplement, as applicable, to comply with the Securities Act, including the execution of the initial Selling Unitholder Notice and Questionnaire attached at Exhibit A to this Agreement by the date specified thereon.

Appears in 1 contract

Samples: Registration Rights Agreement (El Paso Pipeline Partners, L.P.)

Cooperation by Holders. The Partnership shall have no obligation to include in the Shelf Registration Statement Registrable Securities of a Holder in a Registration Statement or in an Underwritten Offering pursuant to Section 2.03(a) if such Holder who has failed to timely furnish such information that which, in the Partnership determines, after consultation with its counselopinion of counsel to the Partnership, is reasonably required to be furnished or confirmed in order for any the registration statement or prospectus supplementsupplement thereto, as applicable, to comply with the Securities Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Breitburn Energy Partners LP)

Cooperation by Holders. The Partnership shall have no obligation to include Registrable Registerable Securities of a Holder in a the Shelf Registration Statement or in an Underwritten Offering pursuant to Section 2.03(a2.02(a) if such Holder who has failed to timely furnish such information that the Partnership determines, after consultation with its counsel, is reasonably required in order for any the registration statement or prospectus supplement, as applicable, to comply with the Securities Act, including the execution of the initial Selling Unitholder Notice and Questionnaire attached at Exhibit B to this Agreement by the date specified thereon.

Appears in 1 contract

Samples: Registration Rights Agreement (Enterprise GP Holdings L.P.)

Cooperation by Holders. The Partnership shall have no obligation to include Registrable Securities of a Holder in a Registration Statement Statement, or in an Underwritten Offering pursuant to Section 2.03(a) if such 2.02(a), Registrable Securities of a Selling Holder who has failed to timely furnish such information that that, in the Partnership determines, after consultation with its counselopinion of counsel to the Partnership, is reasonably required in order for any registration statement the Registration Statement, prospectus or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 1 contract

Samples: Registration Rights Agreement (PES Logistics Partners LP)

Cooperation by Holders. The Partnership shall have no obligation to include Registrable Securities of a Holder in a the Registration Statement or in an Underwritten Offering pursuant to Section 2.03(a) if such Holder who has failed to timely furnish such information that the Partnership determines, after consultation with its counsel, is reasonably required in order for any the registration statement or prospectus supplement, as applicable, to comply with the Securities Act, and any such Holder shall not be entitled to Liquidated Damages in connection with the applicable Registration Statement.

Appears in 1 contract

Samples: Registration Rights Agreement (GPM Petroleum LP)

Cooperation by Holders. The Partnership shall have no obligation to include Registrable Securities of a Holder in a the Shelf Registration Statement or in an Underwritten Offering pursuant to Section 2.03(a2.02(a) if such Holder who has failed to timely furnish such information that the Partnership determines, after consultation with its counsel, is reasonably required in order for any the registration statement or prospectus supplement, as applicable, to comply with the Securities Act, including the execution of the initial Selling Unitholder Notice and Questionnaire attached at Exhibit B to this Agreement by the date specified thereon.

Appears in 1 contract

Samples: Registration Rights Agreement (Rio Vista Energy Partners Lp)

Cooperation by Holders. The Partnership shall have no obligation to include Registrable Securities of a Holder in a Registration Statement Statement, or in an Underwritten Offering pursuant to Section 2.03(a) if such 2.02(a), Registrable Securities of a Selling Holder who has failed to timely furnish such information that that, in the Partnership determines, after consultation with its counselopinion of counsel to the Partnership, is reasonably required in order for any registration statement the Registration Statement or prospectus or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Lehigh Gas Partners LP)

Cooperation by Holders. The Partnership shall have no obligation to include Registrable Securities of a Holder in a the Shelf Registration Statement Statement, or in an Underwritten Offering pursuant to Section 2.02(a) or Section 2.03(a) if such ), Common Units of a Selling Holder who has failed to timely furnish such information that that, in the Partnership determines, after consultation with its counselopinion of counsel to the Partnership, is reasonably required in order for any the registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 1 contract

Samples: Registration Rights Agreement (DCP Midstream Partners, LP)

Cooperation by Holders. The Partnership shall have no obligation to include Registrable Securities of a Holder in a Registration Statement or in an Underwritten Offering pursuant to Section 2.03(a2.02(a) if Investor or such Holder has failed to timely furnish such information that the Partnership reasonably determines, after consultation with its counsel, is reasonably required in order for any registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Nextera Energy Partners, Lp)

Cooperation by Holders. The Partnership shall have no obligation to include Registrable Securities of a Holder in a the Registration Statement Statements or in an Underwritten Offering pursuant to Section 2.03(a2.02(a) if such Holder who has failed to timely furnish such information that the Partnership determines, after consultation with its counsel, is reasonably required in order for any the registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Buckeye Partners, L.P.)

Cooperation by Holders. The Partnership shall have no obligation to include Registrable Securities of a Holder in a Registration Statement or in an Underwritten Offering pursuant to Section 2.03(a) if such Holder has failed to timely furnish such information that the Partnership determines, after consultation with its counsel, is reasonably required in order for any registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Emerge Energy Services LP)

Cooperation by Holders. The Notwithstanding anything to the contrary, the Partnership shall have no obligation to include Registrable Securities of a Holder in a Registration Statement or in an Underwritten Offering pursuant to Section 2.03(a) if such Holder the terms of this Agreement who has failed to timely furnish such information that the Partnership determines, after consultation with its counsel, is reasonably required in order for any the registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Teekay Offshore Partners L.P.)

Cooperation by Holders. The Notwithstanding anything to the contrary, the Partnership shall have no obligation to include Registrable Securities of a Holder in a the Registration Statement or in an Underwritten Offering pursuant to Section 2.03(a2.01(a) if such Holder who has failed to timely furnish such information that the Partnership determines, after consultation with its counsel, is reasonably required in order for any the registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Teekay Offshore Partners L.P.)

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