Common use of Duly Authorized and Validly Issued Units Clause in Contracts

Duly Authorized and Validly Issued Units. At the applicable Delivery Date, the Units and the limited partner interests represented thereby will have been duly authorized in accordance with the Partnership Agreement and, when issued and delivered to the Underwriters against payment therefor in accordance with the terms hereof, will be validly issued, 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). Except for 5,882 restricted units issued pursuant to the Partnership’s long-term incentive plan, the Sponsor Units, the Incentive Distribution Rights and the Units will be the only limited partner interests of the Partnership issued or outstanding at the Closing Date and at each Option Closing Date, as applicable.

Duly Authorized and Validly Issued Units. At the applicable Delivery Date, the Units and the limited partner interests represented thereby will have been duly authorized in accordance with the Partnership Agreement and, when issued and delivered to the Underwriters against payment therefor in accordance with the terms hereof, will be validly issued, 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). Except for 5,882 restricted units issued pursuant to the Partnership’s long-term incentive plan, Other than the Sponsor Units, the Incentive Distribution Rights and any limited partner interests issued pursuant to the Partnership’s 2010 Long Term Incentive Plan, the Units will be the only limited partner interests of the Partnership issued or outstanding at the Closing Initial Delivery Date and at each Option Closing Unit Delivery Date, as applicable.