Common use of Valid Issuance of the Units Clause in Contracts

Valid Issuance of the Units. At the time of purchase and each additional time of purchase, the Units to be sold by the Partnership and the limited partner interests represented thereby will be duly authorized in accordance with the Partnership Agreement and, when issued and delivered to the Underwriters against payment therefor as provided herein, will be validly issued, fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by (i) matters described in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the caption “Risk Factors—Risks Inherent in an Investment in Us— You may not have limited liability if a court finds that unitholder action constitutes control of our business” (and any similar information, if any, contained in any Issuer Free Writing Prospectus) and (ii) Sections 17-303, 17-607 and 17-804 of the Delaware LP Act) ; other than the Sponsor Units, the Units will be the only limited partner interests of the Partnership issued and outstanding at the time of purchase and each additional time of purchase; and the issuance and delivery of the Units against payment therefor as provided herein will not violate any restriction upon the transfer thereof or any preemptive right, resale right, right of first refusal or similar right pursuant to the Partnership’s certificate of limited partnership, the Partnership Agreement or any agreement or other instrument to which the Partnership, any of the WGP Entities or any of their affiliates is a party or by which any of them or any of their respective properties may be bound or affected.

Valid Issuance of the Units. At the time of purchase and each additional time of purchase, the The Units to be sold by the Partnership and the limited partner interests represented thereby will be have been duly authorized in accordance with the Partnership Agreement and, when issued and delivered to the Underwriters against payment therefor as provided herein, will be validly issued, fully paid (to the extent required under by the Partnership Agreement) and nonassessable non-assessable (except as such nonassessability non-assessability may be affected by (i) matters described in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the caption “Risk Factors—Risks Inherent in an Investment in Us— You may not have limited liability if a court finds that unitholder action constitutes control of our business” (and any similar information, if any, contained in any Issuer Free Writing Prospectus) and (ii) Sections 17-303, 17-607 and 17-804 certain provisions of the Delaware LP Act) ); other than the Sponsor UnitsExisting Units and any Common Units that may be issued pursuant to Section 4(p) hereof, the Units will be the only limited partner interests of the Partnership issued and outstanding at the time of purchase and each additional time of purchase; and the issuance and delivery of the Units against payment therefor as provided herein will not violate any restriction upon the transfer thereof or any preemptive right, resale right, right of first refusal or similar right existing pursuant to or under the Delaware Act, the Partnership’s certificate of limited partnership, the Partnership Agreement or any agreement or other instrument to which the Partnership, any of the WGP Entities Ferrellgas Parties or any of their affiliates is a party or by which any of them may be bound or affected; and the Units, when issued and delivered against payment therefor as provided herein, will be free of any restriction upon the voting or transfer thereof existing pursuant to or under the Delaware Act, the Partnership’s certificate of limited partnership, the Partnership Agreement or any agreement or other instrument to which any of the Ferrellgas Parties or any of their respective properties affiliates is a party or by which any of them may be bound or affected.

Valid Issuance of the Units. At the time of purchase and each additional time of purchase, the Units to be sold by the Partnership Partnership, and the limited partner interests represented thereby thereby, will be duly authorized in accordance with the Partnership Agreement and, when issued and delivered to the Underwriters against payment therefor as provided herein, will be validly issued, fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by (i) matters described in the Registration Statement, the Pricing Disclosure Package Preliminary Prospectus and the Prospectus under the caption “Risk Factors—Risks Inherent in an Investment in Us— You —Your liability may not have be limited liability 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 that were wrongfully distributed to them” and “The Partnership Agreement—Limited Liability” (and any similar information, if any, contained in any Issuer Permitted Free Writing Prospectus) and (ii) Sections 17-303, 303 and 17-607 and 17-804 of the Delaware LP Act) ); other than the Sponsor UnitsUnits and the Incentive Distribution Rights, the Units will be the only limited partner interests of the Partnership issued and outstanding at the time of purchase and each additional time of purchase; and the issuance and delivery of the Units against payment therefor therefore as provided herein will not violate any restriction upon the transfer thereof or any preemptive right, resale right, right of first refusal or similar right pursuant to the Partnership’s certificate of limited partnership, the Partnership Agreement or any agreement or other instrument to which the Partnership, any of the WGP Partnership Entities or any of their affiliates is a party or by which any of them or any of their respective properties may be bound or affected.

Valid Issuance of the Units. At the time of purchase and each additional time of purchase, the Units to be sold by the Partnership and the limited partner interests represented thereby thereby, will be duly authorized in accordance with the Partnership Agreement and, when issued and delivered to the Underwriters against payment therefor as provided herein, will be validly issued, fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by (i) matters described in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the caption “Risk Factors—Risks Inherent in an Investment in Us— You —Unitholders’ liability may not have be limited liability 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 Issuer Permitted Free Writing Prospectus) and (ii) Sections 17-303, 17-607 and 17-804 of the Delaware LP Act) ; other than the Sponsor Units, the Units will be the only limited partner interests of the Partnership issued and outstanding at the time of purchase and each additional time of purchase); and the issuance and delivery of the Units against payment therefor therefore as provided herein will not violate any restriction upon the transfer thereof or any preemptive right, resale right, right of first refusal or similar right pursuant to the Partnership’s certificate of limited partnership, the Partnership Agreement or any agreement or other instrument to which the Partnership, any of the WGP Partnership Entities or any of their affiliates is a party or by which any of them or any of their respective properties may be bound or affected.

Valid Issuance of the Units. At The Units issued to the time of purchase and Underwriters that may be issued at each additional time of purchase, the Units to be sold by the Partnership Delivery Date and the limited partner interests represented thereby will be duly authorized in accordance with the Partnership Agreement and, when issued and delivered to the Underwriters against payment therefor as provided hereinin 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 (i) matters described in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the caption “Risk Factors—Risks Inherent in an Investment in Us— You may not have limited liability if a court finds that unitholder action constitutes control of our business” (and any similar information, if any, contained in any Issuer Free Writing Prospectus) and (ii) Sections 17-303, Section 17-607 and 17-804 of the Delaware LP Act) ); other than the Sponsor Units, the Units are, or by the First Delivery Date will be be, duly listed, and admitted and authorized for trading, subject to official notice of issuance, on the only limited partner interests New York Stock Exchange; the certificates for the Units are in valid and sufficient form; except as described in the Prospectus or arising under certain agreements providing for the issuance of Common Units to the General Partner in connection with stock acquisitions for the benefit of the Partnership issued and outstanding at the time of purchase and each additional time of purchase; and the issuance and delivery of 20,000 Common Units issuable to an employee upon vesting thereof (collectively, the Units against payment therefor as provided herein will not violate “Stock Issuance Agreements”), there are no preemptive rights or other rights to purchase or to subscribe for, nor any restriction upon the voting or transfer thereof or of, any preemptive right, resale right, right of first refusal or similar right pursuant to interests in the Partnership; and, except (i) as set forth in the Prospectus, (ii) for restricted units granted under the General Partner’s certificate of limited partnershiprestricted unit plan and (iii) for Common Units issuable under the Stock Issuance Agreements, the Partnership Agreement or any agreement no options, warrants or other instrument rights to which purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, Common Units or other partnership interests in the Partnership, any of the WGP Entities New Operating Partnership, the Heritage Operating Partnership or any of their affiliates is a party or by which any of them or any of their respective properties may be bound or affectedthe ETC Operating Partnership are outstanding.

Valid Issuance of the Units. At The Units issued to the time of purchase and Underwriters that may be issued at each additional time of purchase, the Units to be sold by the Partnership Delivery Date and the limited partner interests represented thereby will be duly authorized in accordance with the Partnership Agreement and, when issued and delivered to the Underwriters against payment therefor as provided hereinin 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 (i) matters described in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the caption “Risk Factors—Risks Inherent in an Investment in Us— You may not have limited liability if a court finds that unitholder action constitutes control of our business” (and any similar information, if any, contained in any Issuer Free Writing Prospectus) and (ii) Sections 17-303, Section 17-607 and 17-804 of the Delaware LP Act) ); other than the Sponsor Units, the Units are, or by the First Delivery Date will be be, duly listed, and admitted and authorized for trading, subject to official notice of issuance, on the only limited partner interests New York Stock Exchange; the certificates for the Units are in valid and sufficient form; except as described in the Prospectus [or arising under certain agreements providing for the issuance of Common Units to the General Partner in connection with stock acquisitions for the benefit of the Partnership issued and outstanding at the time of purchase and each additional time of purchase; and the issuance and delivery of 20,000 Common Units issuable to an employee upon vesting thereof (collectively, the Units against payment therefor as provided herein will not violate "Stock Issuance Agreements")], there are no preemptive rights or other rights to purchase or to subscribe for, nor any restriction upon the voting or transfer thereof or of, any preemptive right, resale right, right of first refusal or similar right pursuant to the Partnership’s certificate of limited partnership, the Partnership Agreement or any agreement or other instrument to which interests in the Partnership, the New Operating Partnership, the Heritage Operating Partnership or the ETC Operating Partnership; and, except (i) as set forth in the Prospectus, (ii) for restricted units granted under the General Partner's restricted unit plan and (iii) for Common Units issuable under the Stock Issuance Agreements, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any of obligations into or exchange any securities for, Common Units or other partnership interests in the WGP Entities Partnership, the New Operating Partnership, the Heritage Operating Partnership or any of their affiliates is a party or by which any of them or any of their respective properties may be bound or affectedthe ETC Operating Partnership are outstanding.

Valid Issuance of the Units. At the time of purchase and each additional time of purchase, the The Units to be sold by the Partnership and the limited partner interests represented thereby will be have been duly authorized in accordance with the Partnership Agreement and, when issued and delivered to the Underwriters against payment therefor as provided herein, will be validly issued, fully paid (to the extent required under by the Partnership Agreement) and nonassessable non-assessable (except as such nonassessability non-assessability may be affected by (i) matters described in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the caption “Risk Factors—Risks Inherent in an Investment in Us— You may not have limited liability if a court finds that unitholder action constitutes control of our business” (and any similar information, if any, contained in any Issuer Free Writing Prospectus) and (ii) Sections 17-303, 17-607 and 17-804 certain provisions of the Delaware LP Act) ); other than the Sponsor UnitsExisting Units and any Common Units that may be issued pursuant to Section 4(p) hereof, the Units will be the only limited partner interests of the Partnership issued and outstanding at the time of purchase and each additional time of purchase; and the issuance and delivery of the Units against payment therefor as provided herein will not violate any restriction upon the transfer thereof or any preemptive right, resale right, right of first refusal or similar right existing pursuant to or under the Delaware Act, the Partnership’s certificate of limited partnership, the Partnership Agreement or any agreement or other instrument to which the Partnership, any of the WGP Entities Ferrellgas Parties or any of their affiliates is a party or by which any of them or any of their respective properties may be bound or affected.; and the Units, when issued and delivered against payment therefor as provided herein, will be free of any restriction upon the voting or transfer thereof existing pursuant to or under the Delaware Act, the Partnership’s certificate of limited partnership, the Partnership Agreement or any agreement or other instrument to which any of the Ferrellgas Parties or any of their affiliates is a party or by which any of them may be bound or affected;

Valid Issuance of the Units. At the time of purchase and each additional time of purchase, the Units to be sold by the Partnership and the limited partner interests represented thereby will be duly authorized in accordance with the Partnership Agreement and, when issued and delivered to the Underwriters against payment therefor as provided herein, will be validly issued, fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by (i) matters described in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the caption “Risk Factors—Risks Inherent in an Investment in Us— You —Unitholders’ liability may not have be limited liability 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 Issuer Permitted Free Writing Prospectus) and (ii) Sections 17-303, 17-607 and 17-804 of the Delaware LP Act) ; other than the Sponsor Units, the Units will be the only limited partner interests of the Partnership issued and outstanding at the time of purchase and each additional time of purchase); and the issuance and delivery of the Units against payment therefor as provided herein will not violate any restriction upon the transfer thereof or any preemptive right, resale right, right of first refusal or similar right pursuant to the Partnership’s certificate of limited partnership, the Partnership Agreement or any agreement or other instrument to which the Partnership, any of the WGP Partnership Entities or any of their affiliates is a party or by which any of them or any of their respective properties may be bound or affected.