Common use of Transfer or Assignment of Registration Rights Clause in Contracts

Transfer or Assignment of Registration Rights. The rights to cause the Partnership to register Registrable Securities granted to a Holder by the Partnership under this Article II may be transferred or assigned by such Holder to one or more transferee(s) or assignee(s) of such Registrable Securities; provided, however, that (a) unless such transferee or assignee is an Affiliate of the Sponsor, each such transferee or assignee holds Registrable Securities representing at least 5% of the then outstanding Registrable Securities, (b) the Partnership is given written notice prior to any said transfer or assignment, stating the name and address of each such transferee or assignee and identifying the Registrable Securities with respect to which such registration rights are being transferred or assigned and (c) each such transferor or assignor agrees to be bound by this Agreement.

Transfer or Assignment of Registration Rights. The rights to cause the Partnership to register Registrable Securities granted to a Holder the Purchasers by the Partnership under this Article II may be transferred or assigned by such Holder any Purchaser to one or more transferee(s) transferees or assignee(s) assignees of such Registrable Securities; , subject to the transfer restrictions set forth in Section 4.11 of the Amended Partnership Agreement, provided, however, that (a) unless such transferee or assignee is an Affiliate of the Sponsor, each such transferee or assignee holds Registrable Securities representing at least 5% of the then outstanding Registrable Securities, (b) the Partnership is given written notice prior to any said transfer or assignment, stating the name and address of each such of the transferee or assignee and identifying the Registrable Securities with respect to which such registration rights are being transferred or assigned and (cb) each such transferor transferee or assignor agrees to be bound by assignee assumes in writing responsibility for its portion of the obligations of such Purchaser under this Agreement.

Transfer or Assignment of Registration Rights. The rights to cause the Partnership to register Registrable Securities granted to a Holder the Purchasers by the Partnership under this Article II may be transferred or assigned by such Holder any Purchaser to one or more transferee(s) transferees or assignee(s) assignees of such Registrable Securities; , subject to the transfer restrictions provided in Section 4.12 of the Amended Partnership Agreement, provided, however, that (a) unless such transferee or assignee is an Affiliate of the Sponsor, each such transferee or assignee holds Registrable Securities representing at least 5% of the then outstanding Registrable Securities, (b) the Partnership is given written notice prior to any said transfer or assignment, stating the name and address of each such of the transferee or assignee and identifying the Registrable Securities with respect to which such registration rights are being transferred or assigned and (cb) each such transferor transferee or assignor agrees to be bound by assignee assumes in writing responsibility for its portion of the obligations of such Purchaser under this Agreement.

Transfer or Assignment of Registration Rights. The rights to cause the Partnership to register Registrable Securities granted to a Holder the Purchasers by the Partnership under this Article II may be transferred or assigned by such Holder any Purchaser to one or more transferee(s) transferees or assignee(sassignees of Registrable Securities, subject to the transfer restrictions provided in Section 4.7(d) of such Registrable Securities; the Amended Partnership Agreement, provided, however, that (a) unless such transferee or assignee is an Affiliate of the Sponsor, each such transferee or assignee holds Registrable Securities representing at least 5% of the then outstanding Registrable Securities, (b) the Partnership is given written notice prior to any said transfer or assignment, stating the name and address of each such of the transferee or assignee and identifying the Registrable Securities securities with respect to which such registration rights are being transferred or assigned and (cb) each such transferor transferee or assignor agrees to be bound by assignee assumes in writing responsibility for its portion of the obligations of such Purchaser under this Agreement.

Transfer or Assignment of Registration Rights. The rights to cause the Partnership to register Registrable Securities granted to a Holder the Purchasers by the Partnership under this Article II may be transferred or assigned by such Holder any Purchaser to one or more transferee(s) transferees or assignee(s) assignees of such Registrable Securities; , subject to the transfer restrictions provided in Section 4.11 of the Amended Partnership Agreement, provided, however, that (a) unless such transferee or assignee is an Affiliate of the Sponsor, each such transferee or assignee holds Registrable Securities representing at least 5% of the then outstanding Registrable Securities, (b) the Partnership is given written notice prior to any said transfer or assignment, stating the name and address of each such of the transferee or assignee and identifying the Registrable Securities with respect to which such registration rights are being transferred or assigned and (cb) each such transferor transferee or assignor agrees to be bound by assignee assumes in writing responsibility for its portion of the obligations of such Purchaser under this Agreement.

Transfer or Assignment of Registration Rights. The rights to cause the Partnership to register Registrable Securities granted to a Holder the Purchasers by the Partnership under this Article II may be transferred or assigned by such Holder any Purchaser to one or more transferee(s) transferees or assignee(s) assignees of such Registrable Securities; , subject to the transfer restrictions provided in Section 4.12 of the Seventh Partnership Agreement, provided, however, that (a) unless such transferee or assignee is an Affiliate of the Sponsor, each such transferee or assignee holds Registrable Securities representing at least 5% of the then outstanding Registrable Securities, (b) the Partnership is given written notice prior to any said transfer or assignment, stating the name and address of each such of the transferee or assignee and identifying the Registrable Securities with respect to which such registration rights are being transferred or assigned and (cb) each such transferor transferee or assignor agrees to be bound by assignee assumes in writing responsibility for its portion of the obligations of such Purchaser under this Agreement.

Transfer or Assignment of Registration Rights. The rights to cause the Partnership Company to register Registrable Securities granted to a Holder the Initial Holders by the Partnership Company under this Article II may be transferred or assigned by such any Initial Holder to one or more transferee(s) transferees or assignee(s) assignees of such Registrable Securities; provided, however, that (a) unless such transferee or assignee is an Affiliate of the Sponsor, each such transferee or assignee holds Registrable Securities representing at least 5% of the then outstanding Registrable Securities, (b) the Partnership Company is given written notice prior to any said transfer or assignment, stating the name and address of each such transferee or assignee and identifying the Registrable Securities securities with respect to which such registration rights are being transferred or assigned assigned, (b) each such transferee or assignee assumes in writing responsibility for its portion of the obligations of such Initial Holder under this Agreement and (c) each such the transferor or assignor agrees is not relieved of any obligations or liabilities hereunder arising out of events occurring prior to be bound by this Agreementsuch transfer.

Transfer or Assignment of Registration Rights. The rights to cause the Partnership to register Registrable Securities granted to a Holder by the Partnership under this Article II may be transferred or assigned by such Holder any Purchaser to one or more transferee(s) transferees or assignee(s) assignees of such Registrable Securities; , subject to the transfer restrictions provided in Section 4.7 of the Amended Partnership Agreement, provided, however, that (a) unless such transferee or assignee is an Affiliate of the Sponsor, each such transferee or assignee holds Registrable Securities representing at least 5% of the then outstanding Registrable Securities, (b) the Partnership is given written notice prior to any said transfer or assignment, stating the name and address of each such of the transferee or assignee and identifying the Registrable Securities with respect to which such registration rights are being transferred or assigned and (cb) each such transferor transferee or assignor agrees to be bound by assignee assumes in writing responsibility for its portion of the obligations of such Purchaser under this Agreement.

Transfer or Assignment of Registration Rights. The rights to cause the Partnership Company to register Registrable Securities granted to a Holder the Purchasers by the Partnership Company under this Article II may be transferred or assigned by such Holder any Purchaser to one or more transferee(s) transferees or assignee(s) assignees of such Registrable Securities; , subject to the transfer restrictions provided in the Securities Purchase Agreement, provided, however, that (a) unless such transferee or assignee is an Affiliate of the Sponsor, each such transferee or assignee holds Registrable Securities representing at least 5% of the then outstanding Registrable Securities, (b) the Partnership Company is given written notice prior to any said transfer or assignment, stating the name and address of each such of the transferee or assignee and identifying the Registrable Securities with respect to which such registration rights are being transferred or assigned and (cb) each such transferor transferee or assignor agrees to be bound by assignee assumes in writing responsibility for its portion of the obligations of such Purchaser under this Agreement.

Transfer or Assignment of Registration Rights. The rights to cause the Partnership to register Registrable Securities granted to a Holder the Purchasers by the Partnership under this Article II may be transferred or assigned by such Holder any Purchaser to one or more transferee(s) transferees or assignee(sassignees of Registrable Securities, subject to the transfer restrictions provided in Section 4.7(e) of such Registrable Securities; the Amended Partnership Agreement, provided, however, that (a) unless such transferee or assignee is an Affiliate of the Sponsor, each such transferee or assignee holds Registrable Securities representing at least 5% of the then outstanding Registrable Securities, (b) the Partnership is given written notice prior to any said transfer or assignment, stating the name and address of each such of the transferee or assignee and identifying the Registrable Securities with respect to which such registration rights are being transferred or assigned and (cb) each such transferor transferee or assignor agrees to be bound by assignee assumes in writing responsibility for its portion of the obligations of such Purchaser under this Agreement.

Transfer or Assignment of Registration Rights. The rights to cause the Partnership Company to register Registrable Securities granted to a Holder by the Partnership under this Article II may be transferred or assigned by such each Holder to one or more transferee(s) transferees or assignee(s) assignees of such Registrable Securities or securities convertible into Registrable Securities; provided, however, that prior to exercising the rights granted under this Agreement or being entitled to receive any notices contemplated hereunder, (a) unless such transferee or assignee is an Affiliate of the Sponsor, each such transferee or assignee holds Registrable Securities representing at least 5% of the then outstanding Registrable Securities, (b) the Partnership Company is given written notice prior to any said transfer or assignmentnotice, stating the name and address of each such transferee or assignee and identifying the Registrable Securities securities with respect to which such registration rights are being have been transferred or assigned and (cb) each such transferor transferee or assignor agrees to be bound by assignee assumes in writing (a “Joinder”) responsibility for its obligations as a Holder under this Agreement.

Transfer or Assignment of Registration Rights. The rights to cause the Partnership to register Registrable Securities granted to a Holder by the Partnership under this Article II may be transferred or assigned by such Holder to one or more transferee(s) or assignee(s) of such Registrable Securities; provided, however, that (a) unless such transferee or assignee is an Affiliate of the SponsorEnergen, each such transferee or assignee holds Registrable Securities representing at least 5% of the then outstanding Registrable Securities, (b) the Partnership is given written notice prior to any said transfer or assignment, stating the name and address of each such transferee or assignee and identifying the Registrable Securities with respect to which such registration rights are being transferred or assigned and (c) each such transferor or assignor agrees to be bound by this Agreement.

Transfer or Assignment of Registration Rights. The rights to cause the Partnership Company to register Registrable Securities granted to a Holder the Purchaser by the Partnership Company under this Article II may be transferred or assigned by such Holder the Purchaser to one or more transferee(s) transferees or assignee(s) assignees of such Registrable Securities; , subject to the transfer restrictions provided in the Securities Purchase Agreement and the Warrant Certificate, provided, however, that (a) unless such transferee or assignee is an Affiliate of the Sponsor, each such transferee or assignee holds Registrable Securities representing at least 5% of the then outstanding Registrable Securities, (b) the Partnership Company is given written notice prior to any said transfer or assignment, stating the name and address of each such of the transferee or assignee and identifying the Registrable Securities with respect to which such registration rights are being transferred or assigned and (cb) each such transferor transferee or assignor agrees to be bound by assignee assumes in writing responsibility for its portion of the obligations of the Purchaser under this Agreement.

Transfer or Assignment of Registration Rights. The rights to cause the Partnership to register Registrable Securities granted to a Holder Purchaser by the Partnership under this Article II may shall not be transferred or assigned by such Holder to one or more transferee(s) or assignee(s) of such Registrable Securitiesany Person; provided, however, that such rights may be transferred or assigned if (a) unless such the transferee or assignee is an Affiliate of, and after such transfer or assignment continues to be an Affiliate of the Sponsor, each such transferee or assignee holds Registrable Securities representing at least 5% of the then outstanding Registrable SecuritiesPurchaser, (b) the Partnership is given written notice prior to any said transfer or assignment, stating the name and address of each such transferee or assignee and identifying the Registrable Securities securities with respect to which such registration rights are being transferred or assigned assigned, and (c) each such transferor or assignor agrees to be bound by transferee assumes in writing responsibility for its portion of the obligations of Purchaser under this Agreement.

Transfer or Assignment of Registration Rights. The rights to cause the Partnership to register Registrable Securities granted to a Holder the Purchasers by the Partnership under this Article II may will be transferable or assignable by each Purchaser to an Affiliate of such Purchaser or to a transferee or assignee of Registrable Securities, provided (a) the amount of Registrable Securities transferred or assigned by such Holder to one or more transferee(s) or assignee(s) of such Registrable Securities; provided, however, that (a) unless such transferee or assignee a Person who is not an Affiliate of the Sponsor, each such transferee or assignee holds Registrable Securities representing must represent at least 5% of $10.0 million, based on the then outstanding Registrable SecuritiesClass C Unit Price, (b) the Partnership is given written notice prior to any said such transfer or assignment, stating the name and address of each such transferee or assignee and identifying the Registrable Securities securities with respect to which such registration rights are being transferred or assigned assigned, and (c) each such transferor or assignor transferee agrees in writing to be bound by undertake responsibility for its portion of the obligations of such Purchaser under this Agreement.

Transfer or Assignment of Registration Rights. The rights to cause the Partnership to register Registrable Securities granted to a Holder the Purchasers by the Partnership under this Article II may will be transferable or assignable by each Purchaser to an Affiliate of such Purchaser or to a transferee or assignee of Registrable Securities, provided (a) the amount of Registrable Securities transferred or assigned by such Holder to one or more transferee(s) or assignee(s) of such Registrable Securities; provided, however, that (a) unless such transferee or assignee a Person who is not an Affiliate of the Sponsor, each such transferee or assignee holds Registrable Securities representing must represent at least 5% of $20.0 million, based on the then outstanding Registrable SecuritiesPurchased Unit Price, (b) the Partnership is given written notice prior to any said such transfer or assignment, stating the name and address of each such transferee or assignee and identifying the Registrable Securities securities with respect to which such registration rights are being transferred or assigned assigned, and (c) each such transferor or assignor transferee agrees in writing to be bound by undertake responsibility for its portion of the obligations of such Purchaser under this Agreement.

Transfer or Assignment of Registration Rights. The rights to cause the Partnership to register Registrable Securities granted to a Holder by the Partnership under this Article II may be transferred or assigned by such each Holder to one or more transferee(s) transferees or assignee(s) assignees of such Registrable Securities; provided, however, that (a) unless such transferee or assignee is an Affiliate of the Sponsorof, each and after such transferee transfer or assignee holds Registrable Securities representing at least 5% of the then outstanding Registrable Securitiesassignment continues to be an Affiliate of, such Holder, (b) the Partnership is given written notice prior to any said transfer or assignment, stating the name and address of each such transferee or assignee and identifying the Registrable Securities securities with respect to which such registration rights are being transferred or assigned and (c) each such transferor transferee or assignor agrees to be bound by assignee assumes in writing responsibility for its portion of the obligations of such transferring Holder under this Agreement.

Transfer or Assignment of Registration Rights. The rights to cause the Partnership to register Registrable Securities granted to a Holder the Purchasers by the Partnership under this Article II may be transferred or assigned by such Holder any Purchaser to one or more transferee(s) transferees or assignee(s) assignees of such Registrable Securities; , subject to the transfer restrictions set forth in Section 4.10 of the Amended Partnership Agreement, provided, however, that (a) unless such transferee or assignee is an Affiliate of the Sponsor, each such transferee or assignee holds Registrable Securities representing at least 5% of the then outstanding Registrable Securities, (b) the Partnership is given written notice prior to any said transfer or assignment, stating the name and address of each such of the transferee or assignee and identifying the Registrable Securities with respect to which such registration rights are being transferred or assigned and (cb) each such transferor transferee or assignor agrees to be bound by assignee assumes in writing responsibility for its portion of the obligations of such Purchaser under this Agreement.

Transfer or Assignment of Registration Rights. The rights to cause the Partnership to register Registrable Securities granted to a Holder the Purchasers by the Partnership under this Article II may be transferred or assigned by such Holder any Purchaser to one or more transferee(s) or assignee(s) of such Registrable SecuritiesSecurities or by total return swap; provided, however, that that, (a) unless such transferee or assignee is an Affiliate of the Sponsorsuch Purchaser, each such transferee or assignee holds Registrable Securities representing at least 5% $15,000,000 of the then outstanding Registrable SecuritiesUnits, (b) the Partnership is given written notice prior to any said transfer or assignment, stating the name and address of each such transferee or assignee and identifying the Registrable Securities securities with respect to which such registration rights are being transferred or assigned assigned, and (c) each such transferor or assignor agrees to be bound by transferee assumes in writing responsibility for its portion of the obligations of such Purchaser under this Agreement.

Transfer or Assignment of Registration Rights. The rights to cause the Partnership to register Registrable Securities granted to a Holder the Purchasers by the Partnership under this Article II may be transferred or assigned by such Holder any Purchaser to one or more transferee(s) transferees or assignee(s) assignees of such Registrable Securities, subject to the transfer restrictions provided in Article 6 of the Partnership Agreement; provided, however, that (a) unless such transferee or assignee is an Affiliate of the Sponsor, each such transferee or assignee holds Registrable Securities representing at least 5% of the then outstanding Registrable Securities, (b) the Partnership is given written notice prior to any said transfer or assignment, stating the name and address of each such the transferee or assignee and identifying the Registrable Securities with respect to which such registration rights are being transferred or assigned and (cb) each such transferor transferee or assignor agrees to be bound by assignee assumes in writing responsibility for its portion of the obligations of such Purchaser under this Agreement.

Transfer or Assignment of Registration Rights. The rights to cause the Partnership to register Registrable Securities granted to a Holder the Purchasers by the Partnership under this Article II may be transferred or assigned by such Holder any Purchaser to one or more transferee(s) transferees or assignee(s) assignees of such the Preferred Units or Registrable Securities; , subject to the transfer restrictions set forth in Section 19.9 of the Partnership Agreement, provided, however, that (a) unless such transferee or assignee is an Affiliate of the Sponsor, each such transferee or assignee holds Registrable Securities representing at least 5% of the then outstanding Registrable Securities, (b) the Partnership is given written notice prior to any said transfer or assignment, stating the name and address of each such of the transferee or assignee and identifying the Registrable Securities with respect to which such registration rights are being transferred or assigned and (cb) each such transferor transferee or assignor agrees assignee assumes in writing responsibility for its portion of the obligations of such Purchaser under this Agreement and to be bound by all the terms and provisions of this Agreement.

Transfer or Assignment of Registration Rights. The rights to cause the Partnership to register Registrable Securities granted to a Holder by the Partnership under this Article II may be transferred or assigned by such Holder to one or more transferee(s) or assignee(s) of such Registrable Securities; provided, however, that (a) unless such transferee or assignee is an Affiliate of the Sponsor, each such transferee or assignee holds Registrable Securities representing at least 5% [ ] of the then outstanding Registrable Securities, (b) the Partnership is given written notice prior to any said transfer or assignment, stating the name and address of each such transferee or assignee and identifying the Registrable Securities with respect to which such registration rights are being transferred or assigned and (c) each such transferor or assignor agrees to be bound by this Agreement.

Transfer or Assignment of Registration Rights. The rights to cause the Partnership Company to register Registrable Securities granted to a Holder the Purchaser by the Partnership Company under this Article II may be transferred or assigned by such Holder the Purchaser to one or more transferee(s) transferees or assignee(s) assignees of such Registrable Securities; , subject to the transfer restrictions provided in the Securities Purchase Agreement, provided, however, that (a) unless such transferee or assignee is an Affiliate of the Sponsor, each such transferee or assignee holds Registrable Securities representing at least 5% of the then outstanding Registrable Securities, (b) the Partnership Company is given written notice prior to any said transfer or assignment, stating the name and address of each such of the transferee or assignee and identifying the Registrable Securities with respect to which such registration rights are being transferred or assigned and (cb) each such transferor transferee or assignor agrees to be bound by assignee assumes in writing responsibility for its portion of the obligations of the Purchaser under this Agreement.