Partnership Interests Outstanding. As of the date hereof, the issued and outstanding limited partner interests of the Partnership consist of 69,317,278 common units representing limited partner interests in the Partnership (“Common Units”) and the Incentive Distribution Rights (as defined in the Partnership Agreement); and all of such Common Units and Incentive Distribution Rights and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the Partnership Agreement, and are 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 Revised Uniform Limited Partnership Act (the “Delaware LP Act”)); and the General Partner owns all of the Incentive Distribution Rights, free and clear of all Liens.
Partnership Interests Outstanding. As of the date hereof (and prior to the issuance of the Initial Units to be sold by the Partnership), the issued and outstanding limited partner interests of the Partnership consist of 33,077,494 Common Units and the Incentive Distribution Rights (as defined in the Partnership Agreement), and the General Partner owns all of the Incentive Distribution Rights; and all of such issued and outstanding Common Units and Incentive Distribution Rights and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the Partnership Agreement, and are 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 and the matters described in the General Disclosure Package and the Prospectus under the captions “Description of the Common Units — Limited Liability” and “Risk Factors — Risk Factors Related to an Investment in Us — You may be required to repay distributions that you have received from us.”); and the General Partner owns the Incentive Distribution Rights, free and clear of all liens, encumbrances, security interests, charges or claims (except as described in the General Disclosure Package and the Prospectus).
Partnership Interests Outstanding. As of the date hereof (and prior to the issuance of the Firm Units), the issued and outstanding limited partner interests of the Partnership consist of 39,779,778 Common Units and the Incentive Distribution Rights (as defined in the Partnership Agreement); and all of such Common Units and Incentive Distribution Rights and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the Partnership Agreement, and are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in the Pricing Prospectus and the Prospectus under the Caption “The Partnership Agreement — Limited Liability” or by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act); and the General Partner owns all of the Incentive Distribution Rights, free and clear of all liens, encumbrances (except restrictions on transferability as described in the Pricing Prospectus and the Prospectus or otherwise contained in the Partnership Agreement), security interests, charges or claims.
Partnership Interests Outstanding. As of the date hereof, the issued and outstanding partnership interests of the Partnership consists of 11,134,367 Common Units and 227,232 General Partner Units. All outstanding Common Units and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the Partnership Agreement and are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-607 and 17-804 of the Delaware Limited Partnership Act (the "Delaware LP Act")). Investments owns 5,131,959 Common Units, free and clear of all Encumbrances (except restrictions on transferability described in the Registration Statement, Disclosure Package or the Prospectus).
Partnership Interests Outstanding. As of the date hereof and immediately prior to the time of purchase, the issued and outstanding limited partner interests of the Partnership consist of 36,548,228 Common Units, 62,393 Class C Units (as defined in the Partnership Agreement) and the Incentive Distribution Rights (as defined in the Partnership Agreement); the General Partner owns all the Incentive Distribution Rights; all of the outstanding Common Units, Class C Units and Incentive Distribution Rights and the limited partner interests represented thereby have been validly issued in accordance with the Partnership Agreement and otherwise by matters described in the Prospectus under the caption “The Partnership Agreement—Limited Liability” incorporated by reference from the Company’s registration statement on Form 8-A filed on March 17, 2009). Under the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”), no purchaser thereof has any obligation to make payments to the Partnership or to make contributions to the Partnership by reason of such purchasers’ ownership of the same (except as the same may be affected by Sections 17-303 and 17-607 of the Delaware LP Act). The General Partner owns all of the Incentive Distribution Rights free and clear of all Liens except as would not be a Material Adverse Effect or under the Holdings Credit Documents.
Partnership Interests Outstanding. At the Closing Date, after giving effect to the Transactions and the offering of the Firm Units as contemplated by this Agreement, the issued and outstanding partnership interests of the Partnership will consist of 12,301,521 Common Units, 8,857,981 Subordinated Units, 431,827 General Partner Units and the Incentive Distribution Rights. Other than the Sponsor Units and the Incentive Distribution Rights, the Units will be the only limited partner interests of the Partnership issued and outstanding on the Closing Date and each Option Closing Date.
Partnership Interests Outstanding. As of the date hereof (and prior to the issuance of the Firm Units), the issued and outstanding limited partner interests of the Partnership consist of 19,166,000 Common Units, 13,066,000 Subordinated Units (as defined in the Partnership Agreement) and the Incentive Distribution Rights (as defined in the Partnership Agreement), and the General Partner owns all of the Incentive Distribution Rights; and all of such Common Units, Subordinated Units and Incentive Distribution Rights and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the Partnership Agreement, and are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in the Pricing Prospectus and the Prospectus under the Caption “Description of the Common Units — Limited Liability”); and the General Partner owns the Incentive Distribution Rights, free and clear of all liens, encumbrances (except restrictions on transferability as described in the Pricing Prospectus and the Prospectus), security interests, charges or claims.
Partnership Interests Outstanding. As of the date hereof, the issued and outstanding limited partner interests of the Partnership consist of 57,529,778 common units representing limited partner interests in the Partnership (“Common Units”) and the Incentive Distribution Rights (as defined in the Partnership Agreement); and all of such Common Units and Incentive Distribution Rights and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the Partnership Agreement, and are 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); and the General Partner owns all of the Incentive Distribution Rights, free and clear of all liens, encumbrances (except restrictions on transferability as described in the Partnership Agreement), security interests, charges or claims.
Partnership Interests Outstanding. At the First Time of Delivery, after giving effect to the Transactions (other than the Additional Recapitalization Transactions) and the offering of the Firm Units as contemplated by this Agreement, the issued and outstanding partnership interests of the Partnership will consist of 14,048,588 Common Units, 14,048,588 Subordinated Units, the 2.0% general partner interest and the Incentive Distribution Rights. Other than the USA Compression Holdings Units, the 2.0% general partner interest, the Incentive Distribution Rights and any partnership interests issued in accordance with Section 5(f) hereof, the Units will be the only partnership interests of the Partnership issued and outstanding at each Time of Delivery.
Partnership Interests Outstanding. As of the date hereof, the issued and outstanding limited partner interests of the Partnership consist of 31,831,115 Common Units and the Incentive Distribution Rights (as defined in the Partnership Agreement), and the General Partner owns all of the Incentive Distribution Rights; and all of such issued and outstanding Common Units and Incentive Distribution Rights and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the Partnership Agreement, and are 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 and the matters described in the Prospectus under the captions “Description of Common Units–Limited Liability” and “Risk Factors—Risk Factors Related to an Investment in Us—You may be required to repay distributions you have received from us.”); and the General Partner owns the Incentive Distribution Rights, free and clear of all liens, encumbrances, security interests, charges or claims (except as described in the Registration Statement and the Prospectus).
