Common use of Valid Issuance of Units Clause in Contracts

Valid Issuance of Units. (a) The New OMP Common Units and the limited partner interests represented thereby have been duly authorized by OMP in accordance with the Partnership Agreement prior to the Closing Date and, when issued and delivered to OMS Holdings in accordance with the terms of this Agreement, will be validly issued, fully paid (to the extent required by the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act) and will be free of any and all Liens and restrictions on transfer, other than (i) restrictions on transfer under the Partnership Agreement, this Agreement or applicable state and federal securities laws, (ii) such Liens as are created by OMS Holdings or OMS and (iii) such Liens as arise under the Partnership Agreement or the Delaware LP Act; and (b) Except for any such preemptive rights that have been waived or set forth in the Partnership Agreement, there are no Persons entitled to statutory, preemptive or other similar contractual rights to subscribe for the New OMP Common Units; and, except (i) pursuant to this Agreement, (ii) for the New OMP Common Units issued pursuant to this Agreement, (iii) for awards issued pursuant to the Oasis Midstream Partners LP 2017 Long-Term Incentive Plan, as amended, or (iv) as disclosed in OMP’s public filings with the Commission pursuant to the Securities Act or the Exchange Act, as applicable, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or 24 exchange any securities for, partnership securities or ownership interests in OMP are outstanding.

Valid Issuance of Units. (a) The New OMP Common DM Units and the limited partner interests represented thereby have been will be duly authorized by OMP in accordance with Acquirer pursuant to the DM Partnership Agreement prior to the Closing Date and, when issued and delivered to OMS Holdings Contributor in accordance with the terms of this Agreement, will be validly issued, fully paid (to the extent required by the DM Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act) and will be free of any and all Liens and restrictions on transfer, other than (i) restrictions i)restrictions on transfer under the DM Partnership Agreement, this Agreement or applicable state and federal securities lawsLaws, (ii) such Liens as are created by OMS Holdings or OMS Contributor and (iii) such Liens as arise under the DM Partnership Agreement or the Delaware LP Act; and (b) Except for any such preemptive rights that have been waived or set forth in the DM Partnership Agreement, there are no Persons persons entitled to statutory, preemptive or other similar contractual rights to subscribe for the New OMP Common DM Units; and, except (i) pursuant to this Agreement, (ii) for the New OMP DM Convertible Preferred Units and DM Common Units to be issued pursuant to this by the Unit Purchase Agreement, (iii) for the DM Common Units to be issued pursuant to the Underwriting Agreement, (iv) for awards issued pursuant to the Oasis Midstream Partners LP 2017 LongAcquirer’s long-Term Incentive Plan, as amended, term incentive plans or (ivv) as disclosed in OMP’s public filings with the Commission pursuant to DM SEC Documents (as defined in the Securities Act or the Exchange Act, as applicableUnit Purchase Agreement), no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or 24 exchange any securities for, partnership securities or ownership interests in OMP Acquirer are outstanding.

Valid Issuance of Units. (a) The New OMP Common At the Closing Date, the Purchased Units to be issued and sold by the limited partner interests represented thereby Partnership hereunder will have been duly authorized by OMP in accordance with the Partnership Agreement prior to the Closing Date and, when issued and delivered to OMS Holdings and paid for as provided herein, will be validly issued in accordance with the terms of this Partnership Agreement, and will be validly issued, fully paid (to the extent required by under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act) and will be free of any and all Liens and restrictions on transfer, other than (i) restrictions on transfer under the Partnership Agreement, this Agreement or applicable state and federal securities lawsLaws, (ii) such Liens as are created by OMS Holdings UGI and (iii) Liens that arise under the Partnership Agreement or OMS the Delaware LP Act. (b) Except for any such preemptive rights that have been waived, there are no persons entitled to statutory, preemptive or other similar contractual rights to subscribe for the Purchased Units. (c) Upon issuance in accordance with this Agreement and the Partnership Agreement, the PIK Units and the Conversion Units will be duly authorized, validly issued, fully paid (to the extent required by 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 will be free of any and all Liens and restrictions on transfer, other than (i) restrictions on transfer under the Partnership Agreement, this Agreement or applicable state and federal securities Laws, (ii) such Liens as are created by UGI and (iii) such Liens as arise under the Partnership Agreement or the Delaware LP Act; and (b) Except for any such preemptive rights that have been waived or set forth in the Partnership Agreement, there are no Persons entitled to statutory, preemptive or other similar contractual rights to subscribe for the New OMP Common Units; and, except (i) pursuant to this Agreement, (ii) for the New OMP Common Units issued pursuant to this Agreement, (iii) for awards issued pursuant to the Oasis Midstream Partners LP 2017 Long-Term Incentive Plan, as amended, or (iv) as disclosed in OMP’s public filings with the Commission pursuant to the Securities Act or the Exchange Act, as applicable, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or 24 exchange any securities for, partnership securities or ownership interests in OMP are outstanding.

Valid Issuance of Units. (a) The New OMP Common As of the time of purchase or any additional time of purchase, the Firm Units and the Additional Units, if any, and the limited partner interests represented thereby have been thereby, will be duly authorized by OMP in accordance with the Partnership Agreement prior to the Closing Date and, when issued and delivered to OMS Holdings the Underwriters against payment therefor in accordance with the terms of this Agreementhereof, will be validly issued, fully paid (to the extent required by under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by (i) matters described in the Registration Statement, any Preliminary Prospectus and the Prospectus under the captions “Risk Factors—Risks Inherent in an Investment in Us—Your liability may not be limited if a court finds that unitholder action constitutes control of our business,” “Risk Factors—Risks Inherent in an Investment in Us—Unitholders may have liability to repay distributions” and “The Partnership Agreement—Limited Liability” (and any similar information, if any, contained in any Permitted Free Writing Prospectus) and (ii) Sections 17-303, 303 and 17-607 and 17-804 of the Delaware LP Act) ); and other than the LP Interest, the Encore Operating LP Interest, the MIUs and the GP Interest, the Units will be the only partner interests of the Partnership issued and outstanding as of the time of purchase and any additional time of purchase, as applicable; the Units, when issued and delivered against payment therefor as provided herein, will be free of any and all Liens and restrictions on transfer, other than (i) restrictions on restriction upon the voting or transfer under the Partnership Agreement, this Agreement or applicable state and federal securities laws, (ii) such Liens as are created by OMS Holdings or OMS and (iii) such Liens as arise under the Partnership Agreement or the Delaware LP Act; and (b) Except for any such preemptive rights that have been waived or set forth in the Partnership Agreement, there are no Persons entitled to statutory, preemptive or other similar contractual rights to subscribe for the New OMP Common Units; and, except (i) pursuant to this Agreement, (ii) for the New OMP Common Units issued pursuant to this Agreement, (iii) for awards issued thereof pursuant to the Oasis Midstream Partners LP 2017 Long-Term Incentive Plan, as amended, Partnership’s formation and governing documents or (iv) as disclosed in OMP’s public filings with the Commission pursuant to the Securities Act or the Exchange Act, as applicable, no options, warrants any agreement or other rights instrument to purchase, agreements which the Partnership or other obligations to issue, any of the Partnership Entities or rights to convert their affiliates is a party or by which any obligations into of them or 24 exchange any securities for, partnership securities of their respective properties may be bound or ownership interests in OMP are outstandingaffected.

Valid Issuance of Units. (a) The New OMP Common DM Units and the limited partner interests represented thereby have been will be duly authorized by OMP in accordance with Acquirer pursuant to the DM Partnership Agreement prior to the Closing Date and, when issued and delivered to OMS Holdings Contributor in accordance with the terms of this Agreement, will be validly issued, fully paid (to the extent required by the DM Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act) and will be free of any and all Liens and restrictions on transfer, other than (i) restrictions i)restrictions on transfer under the DM Partnership Agreement, this Agreement or applicable state and federal securities lawsLaws, (ii) such Liens as are created by OMS Holdings or OMS Contributor and (iii) such Liens as arise under the DM Partnership Agreement or the Delaware LP Act; and (b) Except for any such preemptive rights that have been waived or set forth in the DM Partnership Agreement, there are no Persons persons entitled to statutory, preemptive or other similar contractual rights to subscribe for the New OMP Common DM Units; and, except (i) pursuant to this Agreement, (ii) for the New OMP Common DM Convertible Preferred Units to be issued pursuant to this by the Unit Purchase Agreement, (iii) for the DM Common Units to be issued pursuant to the Underwriting Agreement, (iv) for awards issued pursuant to the Oasis Midstream Partners LP 2017 LongAcquirer’s long-Term Incentive Plan, as amended, term incentive plans or (ivv) as disclosed in OMP’s public filings with the Commission pursuant to DM SEC Documents (as defined in the Securities Act or the Exchange Act, as applicableUnit Purchase Agreement), no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or 24 exchange any securities for, partnership securities or ownership interests in OMP Acquirer are outstanding.

Valid Issuance of Units. (a) The New OMP Common Units and the limited partner interests represented thereby have been duly authorized by OMP in accordance with the Partnership Agreement prior to the Closing Date and, when issued and delivered to OMS Holdings in accordance with the terms of this Agreement, will be validly issued, fully paid (to the extent required by the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act) and will be free of any and all Liens and restrictions on transfer, other than (i) restrictions on transfer under the Partnership Agreement, this Agreement or applicable state and federal securities laws, (ii) such Liens as are created by OMS Holdings or OMS and (iii) such Liens as arise under the Partnership Agreement or the Delaware LP Act; and (b) Except for any such preemptive rights that have been waived or set forth in the Partnership Agreement, there are no Persons entitled to statutory, preemptive or other similar contractual rights to subscribe for the New OMP Common Units; and, except (i) pursuant to this Agreement, (ii) for the New OMP Common Units issued pursuant to this Agreement, (iii) for any OMP Common Units issued pursuant to the Offering, (iv) for awards issued pursuant to the Oasis Midstream Partners LP 2017 Long-Term Incentive Plan, as amended, or (ivv) as disclosed in OMP’s public filings with the Commission pursuant to the Securities Act or the Exchange Act, as applicable, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or 24 exchange any securities for, partnership securities or ownership interests in OMP are outstanding.

Valid Issuance of Units. (a) The New OMP Common DM Units and the limited partner interests represented thereby have been will be duly authorized by OMP in accordance with Acquirer pursuant to the DM Partnership Agreement prior to the Closing Date and, when issued and delivered to OMS Holdings Contributor in accordance with the terms of this Agreement, will be validly issued, fully paid (to the extent required by the DM Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act) and will be free of any and all Liens and restrictions on transfer, other than (i) restrictions i)restrictions on transfer under the DM Partnership Agreement, this Agreement or applicable state and federal securities lawsLaws, (ii) such Liens as are created by OMS Holdings or OMS Contributor and (iii) such Liens as arise under the DM Partnership Agreement or the Delaware LP Act; Act; and (b) Except for any such preemptive rights that have been waived or set forth in the DM Partnership Agreement, there are no Persons persons entitled to statutory, preemptive or other similar contractual rights to subscribe for the New OMP Common Units; DM Units; and, except (i) pursuant to this Agreement, (ii) for the New OMP DM Convertible Preferred Units and DM Common Units to be issued pursuant to this by the Unit Purchase Agreement, (iii) for the DM Common Units to be issued pursuant to the Underwriting Agreement, (iv) for awards issued pursuant to the Oasis Midstream Partners LP 2017 LongAcquirer’s long-Term Incentive Plan, as amended, term incentive plans or (ivv) as disclosed in OMP’s public filings with the Commission pursuant to DM SEC Documents (as defined in the Securities Act or the Exchange Act, as applicableUnit Purchase Agreement), no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or 24 exchange any securities for, partnership securities or ownership interests in OMP Acquirer are outstanding.