Common use of Valid Issuance of Units Clause in Contracts

Valid Issuance of Units. The Units and the limited partner interests represented thereby, when issued and delivered to the Underwriters against payment therefor in accordance with the terms hereof, will be validly issued and the holders thereof will have no obligation to make any further payment for the purchase of the same or to make contributions to the Partnership solely by reason of their ownership of the Units (except as the same may be affected by (i) matters described in the Registration Statement, the Preliminary Prospectus and the Prospectus under the caption “Risk Factors — Risks Inherent in an Investment in Us — Unitholders’ liability may not be limited if a court finds that unitholder action constitutes control of our business” and “Risk Factors – Risks Inherent in an Investment in US — Unitholders may have liability to repay distributions that were wrongfully distributed to them” (and any similar information, if any, contained in any Permitted Free Writing Prospectus) and (ii) Sections 17-303 and 17-607 of the Delaware LP Act) and free of any restriction upon the voting or transfer thereof pursuant to the Partnership Agreement or other agreement or instrument to which the Partnership or any of the Partnership Entities or their affiliates is a party or by which any of them or any of their respective properties may be bound or affected except as disclosed in the Disclosure Package and Prospectus.

Valid Issuance of Units. The 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, will be duly authorized in accordance with the Partnership Agreement and, when issued issued, and delivered to the Underwriters against payment therefor in accordance with the terms hereof, will be validly issued and the holders thereof will have no obligation to make any further payment for the purchase of the same or to make contributions issued, fully paid (to the extent required under the Partnership solely by reason of their ownership of the Units Agreement) and nonassessable (except as the same such nonassessability may be affected by (i) matters described in the Registration Statement, the Preliminary Prospectus and the Prospectus under the caption “Risk Factors — Factors—Risks Inherent in an Investment in Us — Unitholders’ Us—Your liability may not be limited if a court finds that unitholder action constitutes control of our business” and “Risk Factors – —Risks Inherent in an Investment in US — Us—Unitholders may have liability to repay distributions that were wrongfully distributed to them” (and any similar information, if any, contained in any Permitted Free Writing Prospectus) and (ii) Sections 17-303 and 17-607 of the Delaware LP Act) ); and other than the Sponsor Units, the Units will be the only limited 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 restriction upon the voting or transfer thereof pursuant to the Partnership Agreement Partnership’s formation and governing documents or any agreement or other agreement or instrument to which the Partnership or any of the Partnership Eagle Rock Entities or their affiliates is a party or by which any of them or any of their respective properties may be bound or affected except as disclosed in the Disclosure Package and Prospectusaffected.

Valid Issuance of Units. The Units and the limited partner interests represented therebythereby 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 and the holders thereof will have no obligation to make any further payment for the purchase of the same or to make contributions issued, fully paid (to the extent required under the Partnership solely by reason of their ownership of the Units Agreement) and nonassessable (except as the same such nonassessability may be affected by (i) matters described in the Registration Statement, the Preliminary Prospectus and the Prospectus under the caption “Risk Factors — Risks Inherent in an Investment in Us — Unitholders’ liability may not be limited if a court finds that unitholder action constitutes control of our business” and “Risk Factors – - Risks Inherent in an Investment in US — Unitholders may have liability to repay distributions that were wrongfully distributed to them” (and any similar information, if any, contained in any Permitted Free Writing Prospectus) and (ii) Sections 17-303 and 17-607 of the Delaware LP Act) and free of any restriction upon the voting or transfer thereof pursuant to the Partnership Agreement or other agreement or instrument to which the Partnership or any of the Partnership Entities or their affiliates is a party or by which any of them or any of their respective properties may be bound or affected except as disclosed in the Disclosure Package and Prospectus.

Valid Issuance of Units. The Units and the limited partner interests represented therebythereby 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 and the holders thereof will have no obligation to make any further payment for the purchase of the same or to make contributions issued, fully paid (to the extent required under the Partnership solely by reason of their ownership of the Units Agreement) and nonassessable (except as the same such nonassessability may be affected by (i) matters described in the Registration Statement, the Preliminary Prospectus and the Prospectus under the caption “Risk Factors — – Risks Inherent in an Investment in Us — Unitholders’ – Your liability may not be limited if a court finds that unitholder action constitutes control of our business” and “Risk Factors – - Risks Inherent in an Investment in US — Unitholders may have liability to repay distributions that were wrongfully distributed to them” (and any similar information, if any, contained in any Permitted Free Writing Prospectus) and (ii) Sections 17-303 and 17-607 of the Delaware LP Act) and free of any restriction upon the voting or transfer thereof pursuant to the Partnership Agreement or other agreement or instrument to which the Partnership or any of the Partnership Entities or their affiliates is a party or by which any of them or any of their respective properties may be bound or affected except as disclosed in the Disclosure Package and Prospectus.