Common use of Authority and Approval; Enforceability Clause in Contracts

Authority and Approval; Enforceability. (a) P66 Company has the corporate power and authority to execute and deliver this Agreement and any Transaction Document to which it is or will be a party, to consummate the transactions contemplated hereby and thereby and to perform all the terms and conditions hereof and thereof to be performed by it. The execution and delivery by P66 Company of this Agreement and any Transaction Document to which it is or will be a party, the performance by it of all the terms and conditions hereof and thereof to be performed by it and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action of P66 Company. Each of this Agreement and any Transaction Document to which P66 Company is or will be a party constitutes or will constitute, upon execution and delivery by P66 Company, the valid and binding obligation of P66 Company, enforceable against P66 Company in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting enforcement of creditors’ rights generally and by general principles of equity (whether applied in a proceeding at law or in equity). (b) PDI has the corporate power and authority to execute and deliver this Agreement and any Transaction Document to which it is or will be a party, to consummate the transactions contemplated hereby and thereby and to perform all the terms and conditions hereof and thereof to be performed by it. The execution and delivery by PDI of this Agreement and any Transaction Document to which it is or will be a party, the performance by it of all the terms and conditions hereof and thereof to be performed by it and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action of PDI. Each of this Agreement and any Transaction Document to which PDI is or will be a party constitutes or will constitute, upon execution and delivery by PDI, the valid and binding obligation of PDI, enforceable against PDI in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting enforcement of creditors’ rights generally and by general principles of equity (whether applied in a proceeding at law or in equity).

Authority and Approval; Enforceability. (a) P66 Company has the corporate power and authority to execute and deliver this Agreement and any Transaction Document to which it is or will be a party, to consummate the transactions contemplated hereby and thereby and to perform all the terms and conditions hereof and thereof to be performed by it. The execution and delivery by P66 Company of this Agreement and any Transaction Document to which it is or will be a party, the performance by it of all the terms and conditions hereof and thereof to be performed by it and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action of P66 Company. Each of this Agreement and any Transaction Document to which P66 Company is or will be a party constitutes or will constitute, upon execution and delivery by P66 Company, the valid and binding obligation of P66 Company, enforceable against P66 Company in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting enforcement of creditors’ rights generally and by general principles of equity (whether applied in a proceeding at law or in equity). (b) PDI Pipeline has the corporate limited liability company power and authority to execute and deliver this Agreement and any Transaction Document to which it is or will be a party, to consummate the transactions contemplated hereby and thereby and to perform all the terms and conditions hereof and thereof to be performed by it. The execution and delivery by PDI Pipeline of this Agreement and any Transaction Document to which it is or will be a party, the performance by it of all the terms and conditions hereof and thereof to be performed by it and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate limited liability company action of PDIPipeline. Each of this Agreement and any Transaction Document to which PDI Pipeline is or will be a party constitutes or will constitute, upon execution and delivery by PDIPipeline, the valid and binding obligation of PDIPipeline, enforceable against PDI Pipeline in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting enforcement of creditors’ rights generally and by general principles of equity (whether applied in a proceeding at law or in equity).

Authority and Approval; Enforceability. (a) P66 Company Paradigm has the corporate full limited liability company power and authority to execute and deliver this Agreement and any and, subject to the satisfaction of the condition set forth in Section 7.2(e), the Transaction Document Documents to which it is or will be a party, party and to consummate the transactions contemplated hereby and thereby and to perform all of the terms and conditions hereof and thereof to be performed. The execution and delivery of this Agreement and, subject to the satisfaction of the condition set forth in Section 7.2(e), the Transaction Documents, the consummation of the transactions contemplated hereby and thereby and the performance of all of the terms and conditions hereof and thereof to be performed by it. The execution and delivery by P66 Company of this Agreement and any Transaction Document to which it is or will be a party, the performance by it of all the terms and conditions hereof and thereof to be performed by it and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate limited liability company action of P66 CompanyParadigm. Each This Agreement and each of the Transaction Documents to which Paradigm or the Additional Paradigm Parties is a party is, or when executed will be, duly executed and delivered by Paradigm or the Additional Paradigm Parties, as applicable, and, assuming this Agreement and any each of the Transaction Document Documents to which P66 Company Paradigm is or will be a party constitutes have been duly authorized, executed and delivered by PSXP or will constitutethe Additional PSXP Parties, upon execution and delivery by P66 Companyas the case may be, constitute the valid and legally binding obligation of P66 CompanyParadigm or the Additional Paradigm Parties, as applicable, enforceable against P66 Company Paradigm or the additional Paradigm Parties, as applicable, in accordance with its their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a proceeding at law or in equity). (b) PDI has the corporate power and authority to execute and deliver this Agreement and any Transaction Document to which it is or will be a party, to consummate the transactions contemplated hereby and thereby and to perform all the terms and conditions hereof and thereof to be performed by it. The execution and delivery by PDI of this Agreement and any Transaction Document to which it is or will be a party, the performance by it of all the terms and conditions hereof and thereof to be performed by it and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action of PDI. Each of this Agreement and any Transaction Document to which PDI is or will be a party constitutes or will constitute, upon execution and delivery by PDI, the valid and binding obligation of PDI, enforceable against PDI in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting enforcement of creditors’ rights generally and by general principles of equity (whether applied in a proceeding at law or in equity).

Authority and Approval; Enforceability. (a) P66 Company Each member of the Appalachian Group has the corporate full limited partnership power and authority or limited liability company power and authority, as the case may be, to execute and deliver this Agreement and any the Transaction Document Documents to which it each of them is or will be a party, party and to consummate the transactions contemplated hereby and thereby and to perform all of the terms and conditions hereof and thereof to be performed by iteach of them. The execution and delivery by P66 Company any member of the Appalachian Group of this Agreement and any the Transaction Document Documents to which it such member is or will be a party, the consummation of the transactions contemplated hereby and thereby and the performance by it of all of the terms and conditions hereof and thereof to be performed by it and the consummation of the transactions contemplated hereby and thereby each such member have been duly authorized and approved by all requisite corporate limited partnership action or limited liability company action, as the case may be, on the part of P66 Companyeach such member. Each of this This Agreement and any each of the Transaction Document Documents to which P66 Company any member of the Appalachian Group is or will be a party constitutes have been, or when executed will constitutebe, upon execution duly executed and delivery delivered by P66 Company, each such member and constitute the valid and legally binding obligation of P66 Companyeach such member, enforceable against P66 Company each such member in accordance with its their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a proceeding at law or in equity). (b) PDI has Upon its formation on the corporate Closing Date, Merger Sub will have full limited liability company power and authority to execute and deliver this Agreement and any each Transaction Document to which it is or will be a party, to consummate the transactions contemplated hereby and thereby and to perform all of the terms and conditions hereof and thereof to be performed by it. The execution and delivery by PDI Merger Sub of this Agreement and any each of the Transaction Document Documents to which it is or will be a party, the consummation of the transactions contemplated thereby and the performance by it of all of the terms and conditions hereof and thereof to be performed by it and the consummation of the transactions contemplated hereby and thereby will have been duly authorized and approved by all requisite corporate limited liability company action on the part of PDIMerger Sub. Each of this When executed and delivered by Merger Sub, each Transaction Agreement and any Transaction Document to which PDI it is or will be a party constitutes or will constitute, upon execution and delivery by PDI, the constitute a valid and legally binding obligation of PDI, Merger Sub enforceable against PDI Merger Sub in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a proceeding at law or in equity).

Authority and Approval; Enforceability. (a) P66 Company Each of the WFSG Parties has the corporate full limited liability company power and authority to execute and deliver this Agreement and any the Transaction Document Documents to which it is or will be a party, party and to consummate the transactions contemplated hereby and thereby and to perform all of the terms and conditions hereof and thereof to be performed by it. The execution and delivery by P66 Company each of the WFSG Parties of this Agreement and any the Transaction Document Documents to which it is or will be a party, the consummation of the transactions contemplated hereby and thereby and the performance by it of all of the terms and conditions hereof and thereof to be performed by it and the consummation of the transactions contemplated hereby and thereby such WFSG Party have been duly authorized and approved by all requisite corporate limited liability company action on the part of P66 Companysuch WFSG Party. Each of this This Agreement and any each of the Transaction Document Documents to which P66 Company any of the WFSG Parties is or will be a party constitutes have been, or when executed will constitutebe, upon execution duly executed and delivery delivered by P66 Company, such WFSG Party and constitute the valid and legally binding obligation of P66 Companysuch WFSG Party, enforceable against P66 Company such WFSG Party in accordance with its their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a proceeding at law or in equity). (b) PDI has Upon its formation on the corporate Closing Date, Newco will have full limited liability company power and authority to execute and deliver this Agreement and any each Transaction Document to which it is or will be a party, to consummate the transactions contemplated hereby and thereby and to perform all of the terms and conditions hereof and thereof to be performed by it. The execution and delivery by PDI Newco of this Agreement and any each of the Transaction Document Documents to which it is or will be a party, the consummation of the transactions contemplated thereby and the performance by it of all of the terms and conditions hereof and thereof to be performed by it and the consummation of the transactions contemplated hereby and thereby will have been duly authorized and approved by all requisite corporate limited liability company action on the part of PDINewco. Each of this When executed and delivered by Newco, each Transaction Agreement and any Transaction Document to which PDI it is or will be a party constitutes or will constitute, upon execution and delivery by PDI, the constitute a valid and legally binding obligation of PDI, Newco enforceable against PDI Newco in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a proceeding at law or in equity).

Authority and Approval; Enforceability. (a) Each of P66 Company and PDI has the corporate power and authority to execute and deliver this Agreement and any Transaction Document to which it is or will be a partyAgreement, to consummate the transactions contemplated hereby and thereby and to perform all the terms and conditions hereof and thereof to be performed by it. The execution and delivery by P66 Company and PDI of this Agreement and any Transaction Document to which it is or will be a partyAgreement, the performance by it of all the terms and conditions hereof and thereof to be performed by it and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action of P66 Companyand PDI. Each of this This Agreement and any Transaction Document to which P66 Company is or will be a party constitutes or will constitute, upon execution and delivery by P66 Company, the valid and binding obligation of P66 Companyand PDI, enforceable against P66 Company and PDI in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting enforcement of creditors’ rights generally and by general principles of equity (whether applied in a proceeding at law or in equity). (b) PDI Pipeline has the corporate limited liability company power and authority to execute and deliver this Agreement and any Transaction Document to which it is or will be a partyAgreement, to consummate the transactions contemplated hereby and thereby and to perform all the terms and conditions hereof and thereof to be performed by it. The execution and delivery by PDI Pipeline of this Agreement and any Transaction Document to which it is or will be a partyAgreement, the performance by it of all the terms and conditions hereof and thereof to be performed by it and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate limited liability company action of PDIPipeline. Each of this This Agreement and any Transaction Document to which PDI is or will be a party constitutes or will constitute, upon execution and delivery by PDI, the valid and binding obligation of PDIPipeline, enforceable against PDI Pipeline in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting enforcement of creditors’ rights generally and by general principles of equity (whether applied in a proceeding at law or in equity).

Authority and Approval; Enforceability. (a) P66 Company PSXP has the corporate full limited partnership power and authority to execute and deliver this Agreement and any and, subject to the satisfaction of the condition set forth in Section 7.1(e), the Transaction Document Documents to which it is or will be a party, party and to consummate the transactions contemplated hereby and thereby and to perform all of the terms and conditions hereof and thereof to be performed. The execution and delivery of this Agreement and, subject to the satisfaction of the condition set forth in Section 7.1(e), the Transaction Documents to which PSXP is a party, the consummation of the transactions contemplated hereby and thereby and the performance of all of the terms and conditions hereof and thereof to be performed by it. The execution and delivery by P66 Company of this Agreement and any Transaction Document to which it is or will be a party, the performance by it of all the terms and conditions hereof and thereof to be performed by it and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate limited partnership action of P66 CompanyPSXP. Each This Agreement and each of the Transaction Documents to which PSXP or the Additional PSXP Parties is a party is, or when executed will be, duly executed and delivered by PSXP or the Additional PSXP Parties, as applicable, and, assuming this Agreement and any each of the Transaction Document Documents to which P66 Company PSXP is or will be a party constitutes or will constitutehave been duly authorized, upon execution executed and delivery delivered by P66 CompanyParadigm and the Additional Paradigm Parties, as the case may be, constitute the valid and legally binding obligation of P66 CompanyPSXP or the Additional PSXP Parties, as applicable, enforceable against P66 Company PSXP or the Additional PSXP Parties, as applicable, in accordance with its their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a proceeding at law or in equity). (b) PDI has the corporate power and authority to execute and deliver this Agreement and any Transaction Document to which it is or will be a party, to consummate the transactions contemplated hereby and thereby and to perform all the terms and conditions hereof and thereof to be performed by it. The execution and delivery by PDI of this Agreement and any Transaction Document to which it is or will be a party, the performance by it of all the terms and conditions hereof and thereof to be performed by it and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action of PDI. Each of this Agreement and any Transaction Document to which PDI is or will be a party constitutes or will constitute, upon execution and delivery by PDI, the valid and binding obligation of PDI, enforceable against PDI in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting enforcement of creditors’ rights generally and by general principles of equity (whether applied in a proceeding at law or in equity).

Authority and Approval; Enforceability. (a) P66 Company has the corporate power and authority to execute and deliver this Agreement and any Transaction Document to which it is or will be a party, to consummate the transactions contemplated hereby and thereby and to perform all the terms and conditions hereof and thereof to be performed by it. The execution and delivery by P66 Company of this Agreement and any Transaction Document to which it is or will be a party, the US-DOCS\70615498.10 performance by it of all the terms and conditions hereof and thereof to be performed by it and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action of P66 Company. Each of this Agreement and any Transaction Document to which P66 Company is or will be a party constitutes or will constitute, upon execution and delivery by P66 Company, the valid and binding obligation of P66 Company, enforceable against P66 Company in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting enforcement of creditors’ rights generally and by general principles of equity (whether applied in a proceeding at law or in equity). (b) PDI has the corporate power and authority to execute and deliver this Agreement and any Transaction Document to which it is or will be a party, to consummate the transactions contemplated hereby and thereby and to perform all the terms and conditions hereof and thereof to be performed by it. The execution and delivery by PDI of this Agreement and any Transaction Document to which it is or will be a party, the performance by it of all the terms and conditions hereof and thereof to be performed by it and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action of PDI. Each of this Agreement and any Transaction Document to which PDI is or will be a party constitutes or will constitute, upon execution and delivery by PDI, the valid and binding obligation of PDI, enforceable against PDI in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting enforcement of creditors’ rights generally and by general principles of equity (whether applied in a proceeding at law or in equity).

Authority and Approval; Enforceability. (a) P66 Company has the corporate power and authority to execute and deliver this Agreement and any Transaction Document to which it is or will be a party, to consummate the transactions contemplated hereby and thereby and to perform all the terms and conditions hereof and thereof to be performed by it. The execution and delivery by P66 Company of this Agreement and any Transaction Document to which it is or will be a party, the performance by it of all the terms and conditions hereof and thereof to be performed by it and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action of P66 Company. Each of this Agreement and any Transaction Document to which P66 Company is or will be a party constitutes or will constitute, upon execution and delivery by P66 Company, the valid and binding obligation of P66 Company, enforceable against P66 Company in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting enforcement of creditors’ rights generally and by general principles of equity (whether applied in a proceeding at law or in equity). (b) PDI has the corporate power and authority to execute and deliver this Agreement and any Transaction Document to which it is or will be a party, to consummate the transactions contemplated hereby and thereby and to perform all the terms and conditions hereof and thereof to be performed by it. The execution and delivery by PDI of this Agreement and any Transaction Document to which it is or will be a party, the performance by it of all the terms and conditions hereof and thereof to be performed by it and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action of PDI. Each of this Agreement and any Transaction Document to which PDI is or will be a party constitutes or will constitute, upon execution and delivery by PDI, the valid and binding obligation of PDI, enforceable against PDI in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting enforcement of creditors’ rights generally generally, and by general principles of equity (whether applied in a proceeding at law or in equity).