Common use of Authority and Approval Clause in Contracts

Authority and Approval. (a) Each of the Partnership Parties has full limited partnership or limited liability company power and authority, as applicable, to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the Partnership Parties have been duly authorized and approved, by all requisite limited partnership action or limited liability company action, as applicable, of each of the Partnership Parties. This Agreement has been duly executed and delivered by or on behalf of each of the Partnership Parties and constitutes the valid and legally binding obligation of each of them, enforceable against each of the Partnership Parties in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, 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) Each of the Partnership Parties has full limited partnership or limited liability company power and authority, as applicable, to execute and deliver each Partnership Ancillary Document to which it is a party, to consummate the transactions contemplated thereby and to perform all of the terms and conditions thereof to be performed by it. The execution and delivery of each of the Partnership Ancillary Documents, the consummation of the transactions contemplated thereby and the performance of all of the terms and conditions thereof to be performed by each of the Partnership Parties which is a party thereto have been duly authorized and approved, by all requisite limited partnership action or limited liability company action, as applicable, of each such party. When executed and delivered by each of the Partnership Parties party thereto, each Partnership Ancillary Document will constitute a valid and legally binding obligation of each of the Partnership Parties that is a party thereto, enforceable against each such Partnership Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, 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. (a) Each of the Partnership Contributing Parties has full limited partnership corporate or limited liability company power and authority, as applicable, authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the Partnership Contributing Parties have been duly authorized and approved, approved by all requisite limited partnership action corporate or limited liability company action, as applicable, action of each of the Partnership Contributing Parties. This Agreement has been duly executed and delivered by or on behalf of each of the Contributing Parties and, assuming the due authorization, execution and delivery of this Agreement by the Partnership Parties and Parties, constitutes the valid and legally binding obligation of each of them, enforceable against each of the Partnership Contributing Parties in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws 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) Each of the Partnership Contributing Parties has full limited partnership corporate or limited liability company power and authority, as applicable, authority to execute and deliver each Partnership Contributing Party Ancillary Document to which it is a party, to consummate the transactions contemplated thereby and to perform all of the terms and conditions thereof to be performed by it. The execution and delivery of each of the Partnership Contributing Party Ancillary Documents, the consummation of the transactions contemplated thereby and the performance of all of the terms and conditions thereof to be performed by each of the Partnership Contributing Parties which is a party thereto have been duly authorized and approved, approved by all requisite limited partnership action corporate or limited liability company action, as applicable, action of each such party. When executed and delivered by each of the Partnership Parties party parties thereto, each Partnership Contributing Party Ancillary Document will constitute a valid and legally binding obligation of each of the Partnership Contributing Parties that is a party thereto, thereto enforceable against each such Partnership Party party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws 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. (a) Each of the Partnership Parties has full limited partnership or limited liability company power and authority, as applicable, to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the Partnership Parties have been duly authorized and approved, by all requisite limited partnership action or limited liability company action, as applicable, of each of the Partnership Parties. This Agreement has been duly executed and delivered by or on behalf of each of the Partnership Parties and, assuming the due authorization, execution and delivery of this Agreement by the Contributing Parties, constitutes the valid and legally binding obligation of each of them, enforceable against each of the Partnership Parties in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws 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) Each of the Partnership Parties has full limited partnership or limited liability company power and authority, as applicable, to execute and deliver each Partnership Ancillary Document to which it is a party, to consummate the transactions contemplated thereby and to perform all of the terms and conditions thereof to be performed by it. The execution and delivery of each of the Partnership Ancillary Documents, the consummation of the transactions contemplated thereby and the performance of all of the terms and conditions thereof to be performed by each of the Partnership Parties which is a party thereto have been duly authorized and approved, by all requisite limited partnership action or limited liability company action, as applicable, of each such party. When executed and delivered by each of the Partnership Parties party parties thereto, each Partnership Ancillary Document will constitute a valid and legally binding obligation of each of the Partnership Parties that is a party thereto, enforceable against each such Partnership Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws 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. (a) Each of the Partnership Parties has full limited partnership or limited liability company power and authority, as applicable, to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the Partnership Parties have been duly authorized and approved, by all requisite limited partnership action or limited liability company action, as applicable, of each of the Partnership Parties. This Agreement has been duly executed and delivered by or on behalf of each of the Partnership Parties and, assuming the due authorization, execution and delivery of this Agreement by QEPFS, constitutes the valid and legally binding obligation of each of them, enforceable against each of the Partnership Parties in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws 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) Each of the Partnership Parties has full limited partnership or limited liability company power and authority, as applicable, to execute and deliver each Partnership Ancillary Document to which it is a party, to consummate the transactions contemplated thereby and to perform all of the terms and conditions thereof to be performed by it. The execution and delivery of each of the Partnership Ancillary Documents, the consummation of the transactions contemplated thereby and the performance of all of the terms and conditions thereof to be performed by each of the Partnership Parties which is a party thereto have been duly authorized and approved, by all requisite limited partnership action or limited liability company action, as applicable, of each such party. When executed and delivered by each of the Partnership Parties party thereto, assuming due authorization, execution and delivery by QEPFS, where applicable, each Partnership Ancillary Document will constitute a valid and legally binding obligation of each of the Partnership Parties that is a party thereto, enforceable against each such Partnership Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws 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. (a) Each of the Partnership Parties NMCI has full all requisite limited partnership or limited liability company power and authority, as applicable, authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it, except that the consummation of the Merger is subject to receipt of the NMCI Unitholders Approval. The execution and delivery of this AgreementAgreement by NMCI, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the Partnership Parties NMCI have been duly authorized and approved, approved by all requisite limited partnership action or limited liability company actionon the part of NMCI, as applicable, of each except that the consummation of the Partnership PartiesMerger is subject to receipt of the NMCI Unitholders Approval. At a meeting duly called and held, the NMCI Conflicts Committee, by unanimous vote, in good faith (a) determined that this Agreement and the transactions contemplated hereby are in the best interests of NMCI and the Holders of NMCI Public Units, (b) approved this Agreement and the transactions contemplated hereby, including the Merger (the foregoing constituting the NMCI Special Approval), (c) resolved to make the NMCI Conflicts Committee Recommendation and (d) resolved to recommend, and to direct the NMCI Board to recommend, the approval of this Agreement and the Merger, by the Holders of NMCI Public Units. At a meeting duly called and held and upon the receipt of the recommendation of the NMCI Conflicts Committee, the NMCI Board, by unanimous vote, (i) determined that this Agreement and the transactions contemplated hereby are in the best interests of NMCI and the Holders of NMCI Public Units, (ii) approved this Agreement and the transactions contemplated hereby, including the Merger, and (iii) directed that this Agreement be submitted to a vote of Holders of NMCI Common Units and made the NMCI Board Recommendation. This Agreement has been duly executed and delivered by or on behalf of each of the Partnership Parties NMCI and constitutes the valid and legally binding obligation of each of themNMCI, enforceable against each of the Partnership Parties NMCI in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a proceeding Proceeding at law or in equity). (b) Each of the Partnership Parties has full limited partnership or limited liability company power and authority, as applicable, to execute and deliver each Partnership Ancillary Document to which it is a party, to consummate the transactions contemplated thereby and to perform all of the terms and conditions thereof to be performed by it. The execution and delivery of each of the Partnership Ancillary Documents, the consummation of the transactions contemplated thereby and the performance of all of the terms and conditions thereof to be performed by each of the Partnership Parties which is a party thereto have been duly authorized and approved, by all requisite limited partnership action or limited liability company action, as applicable, of each such party. When executed and delivered by each of the Partnership Parties party thereto, each Partnership Ancillary Document will constitute a valid and legally binding obligation of each of the Partnership Parties that is a party thereto, enforceable against each such Partnership Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, 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. (a) Each of the Partnership Parent Parties has full limited partnership all requisite corporate or limited liability company power and authority, as applicable, authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it. The execution and delivery of this AgreementAgreement by each of the Parent Parties, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the Partnership Parent Parties have been duly authorized and approved, approved by all requisite limited partnership action corporate or limited liability company action, as applicable, action on the part of each of the Parent Parties. At a meeting duly called and held, the Parent Board (a) determined that this Agreement, and the transactions contemplated hereby, including the Merger, the filing of the Certificate of Designation and the Parent Stock Issuance, are in the best interests of Parent and its stockholders, (b) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger and the Parent Stock Issuance. Parent, in its capacity as sole member of Merger Sub, has approved this Agreement and the transactions contemplated hereby. NAP General Partner, in its capacity as General Partner (as defined in the NAP Partnership PartiesAgreement), has consented to this Agreement and the Merger for purposes of Section 14.2 of the NAP Partnership Agreement. This Agreement has been duly executed and delivered by or on behalf of each of the Partnership Parent Parties and constitutes the valid and legally binding obligation of each of themthe Parent Parties, enforceable against each of the Partnership Parent Parties in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a proceeding Proceeding at law or in equity). (b) Each of the Partnership Parties has full limited partnership or limited liability company power and authority, as applicable, to execute and deliver each Partnership Ancillary Document to which it is a party, to consummate the transactions contemplated thereby and to perform all of the terms and conditions thereof to be performed by it. The execution and delivery of each of the Partnership Ancillary Documents, the consummation of the transactions contemplated thereby and the performance of all of the terms and conditions thereof to be performed by each of the Partnership Parties which is a party thereto have been duly authorized and approved, by all requisite limited partnership action or limited liability company action, as applicable, of each such party. When executed and delivered by each of the Partnership Parties party thereto, each Partnership Ancillary Document will constitute a valid and legally binding obligation of each of the Partnership Parties that is a party thereto, enforceable against each such Partnership Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, 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. (a) Each of the Partnership WPZ Parties has full limited partnership or all requisite limited liability company or limited partnership power and authority, as applicable, authority to execute and deliver this Agreement, and subject to receipt of the WPZ Vote, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it. The execution and delivery of this AgreementAgreement by each of the WPZ Parties, and subject to receipt of the WPZ Vote, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the Partnership WPZ Parties have been duly authorized and approved, approved by all requisite limited partnership action or limited liability company action, as applicable, action on the part of each of the WPZ Parties. At a meeting duly called and held the WPZ Conflicts Committee, by unanimous vote, in good faith (a) determined that this Agreement and the transactions contemplated hereby are in the best interest of WPZ and the Holders of WPZ Common Units who are not Xxxxxxxx Parties, (b) approved this Agreement and the transactions contemplated hereby, including the Merger (the foregoing constituting WPZ Special Approval), and (c) resolved to approve, and to recommend to the WPZ Board the approval of, this Agreement and the consummation of the transactions contemplated hereby, including the Merger. Upon the receipt of the recommendation of the WPZ Conflicts Committee, at a meeting duly called and held, the WPZ Board (a) approved this Agreement and the transactions contemplated hereby, including the Merger; and (b) directed that this Agreement be submitted to a vote of Holders of WPZ Units by written consent pursuant to Section 13.11 of the WPZ Partnership PartiesAgreement. Following such approval, the sole member of WPZ General Partner approved this Agreement and the transactions contemplated hereby, including the GP Merger, by written consent. The adoption of this Agreement by the affirmative vote or consent of the Holders of at least a Unit Majority (as defined in the WPZ Partnership Agreement) (the “WPZ Vote”) is the only vote of partnership interests in WPZ necessary to approve this Agreement and the Merger. This Agreement has been duly executed and delivered by or on behalf of each of the Partnership WPZ Parties and constitutes the valid and legally binding obligation of each of themthe WPZ Parties, enforceable against each of the Partnership WPZ Parties in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a proceeding Proceeding at law or in equity). (b) Each of the Partnership Parties has full limited partnership or limited liability company power and authority, as applicable, to execute and deliver each Partnership Ancillary Document to which it is a party, to consummate the transactions contemplated thereby and to perform all of the terms and conditions thereof to be performed by it. The execution and delivery of each of the Partnership Ancillary Documents, the consummation of the transactions contemplated thereby and the performance of all of the terms and conditions thereof to be performed by each of the Partnership Parties which is a party thereto have been duly authorized and approved, by all requisite limited partnership action or limited liability company action, as applicable, of each such party. When executed and delivered by each of the Partnership Parties party thereto, each Partnership Ancillary Document will constitute a valid and legally binding obligation of each of the Partnership Parties that is a party thereto, enforceable against each such Partnership Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, 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. (a) Each of the Partnership Parties The Company has full limited partnership or limited liability company corporate power and authority, as applicable, authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the Partnership Parties Company have been duly authorized and approved, approved by all requisite limited partnership corporate action or limited liability company action, as applicable, of each of the Partnership PartiesCompany. This Agreement has been duly executed and delivered by or on behalf of each of the Partnership Parties Company and constitutes the valid and legally binding obligation of each of themthe Company, enforceable against each of the Partnership Parties Company in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, 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) Each of the Partnership Parties The Company has full limited partnership or limited liability company corporate power and authority, as applicable, authority to execute and deliver each Partnership Ancillary Document to which it is a partyAgreement, to consummate the transactions contemplated thereby and to perform all of the terms and conditions thereof to be performed by it. The execution and delivery by the Company of each of the Partnership Ancillary DocumentsAgreements, the consummation of the transactions contemplated thereby and the performance of all of the terms and conditions thereof to be performed by each of the Partnership Parties which is a party thereto it have been duly authorized and approved, approved by all requisite limited partnership corporate action or limited liability company action, as applicable, of each such partythe Company. When executed and delivered by each of the Partnership Parties parties party thereto, each Partnership Ancillary Document Agreement will constitute a valid and legally binding obligation of each of the Partnership Parties that is a party theretoCompany, enforceable against each such Partnership Party the Company in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, 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. (a) Each of the Partnership Parties NAP has full all requisite limited partnership or limited liability company power and authority, as applicable, authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it, except that the consummation of the Merger is subject to receipt of the NAP Written Consent. The execution and delivery of this AgreementAgreement by NAP, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the Partnership Parties NAP have been duly authorized and approved, approved by all requisite limited partnership action or limited liability company actionon the part of NAP, as applicable, of each except that the consummation of the Merger is subject to receipt of the NAP Written Consent. At a meeting duly called and held, the NAP Conflicts Committee, by unanimous vote, in good faith (a) determined that this Agreement and the transactions contemplated hereby are in the best interest of NAP and the Holders of NAP Public Units, (b) approved this Agreement and the transactions contemplated hereby, including the Merger (the foregoing constituting the NAP Special Approval), (c) resolved to make the NAP Conflicts Committee Recommendation and (d) resolved to recommend, and to direct the NAP Board to recommend, the approval of this Agreement and the Merger, by the Holders of NAP Public Units. At a meeting duly called and held and upon the receipt of the recommendation of the NAP Conflicts Committee, the NAP Board, by unanimous vote, (i) determined that this Agreement and the transactions contemplated hereby are in the best interests of NAP and the Holders of NAP Public Units, (ii) approved this Agreement and the transactions contemplated hereby, including the Merger, and (iii) directed that this Agreement be submitted to a vote of Holders of NAP Common Units, made the NAP Board Recommendation and authorized the Holders of NAP Common Units to act by written consent pursuant to Section 13.11 and Section 14.3 of the NAP Partnership PartiesAgreement. The adoption of this Agreement by the written consent in lieu of a meeting of the Holders of at least a majority of the Outstanding (as defined in the NAP Partnership Agreement) Common Units in accordance with Section 13.11 and Section 14.3 of the NAP Partnership Agreement (the “NAP Written Consent”) is the only vote or approval of partnership interests in NAP necessary to approve and adopt this Agreement and approve and consummate the transactions contemplated by this Agreement, including the Merger. This Agreement has been duly executed and delivered by or on behalf of each of the Partnership Parties NAP and constitutes the valid and legally binding obligation of each of themNAP, enforceable against each of the Partnership Parties NAP in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a proceeding Proceeding at law or in equity). (b) Each of the Partnership Parties has full limited partnership or limited liability company power and authority, as applicable, to execute and deliver each Partnership Ancillary Document to which it is a party, to consummate the transactions contemplated thereby and to perform all of the terms and conditions thereof to be performed by it. The execution and delivery of each of the Partnership Ancillary Documents, the consummation of the transactions contemplated thereby and the performance of all of the terms and conditions thereof to be performed by each of the Partnership Parties which is a party thereto have been duly authorized and approved, by all requisite limited partnership action or limited liability company action, as applicable, of each such party. When executed and delivered by each of the Partnership Parties party thereto, each Partnership Ancillary Document will constitute a valid and legally binding obligation of each of the Partnership Parties that is a party thereto, enforceable against each such Partnership Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, 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. (a) Each of the Partnership Parties QEPFS has full limited partnership or limited liability company corporate power and authority, as applicable, authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the Partnership Parties QEPFS have been duly authorized and approved, approved by all requisite limited partnership corporate action or limited liability company action, as applicable, of each of the Partnership PartiesQEPFS. This Agreement has been duly executed and delivered by or on behalf QEPFS and, assuming the due authorization, execution and delivery of each of this Agreement by the Partnership Parties and Parties, constitutes the valid and legally binding obligation of each of themQEPFS, enforceable against each of the Partnership Parties QEPFS in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws 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) Each of the Partnership Parties QEPFS has full limited partnership or limited liability company corporate power and authority, as applicable, authority to execute and deliver each Partnership QEPFS Ancillary Document to which it is a party, to consummate the transactions contemplated thereby and to perform all of the terms and conditions thereof to be performed by it. The execution and delivery of each of the Partnership QEPFS Ancillary Documents, the consummation of the transactions contemplated thereby and the performance of all of the terms and conditions thereof to be performed by each of the Partnership Parties which is a party thereto QEPFS have been duly authorized and approved, approved by all requisite limited partnership corporate action or limited liability company action, as applicable, of each such partyQEPFS. When executed and delivered by each of QEPFS, assuming due authorization, execution and delivery by the Partnership Parties Parties, to the extent a party thereto, each Partnership QEPFS Ancillary Document will constitute a valid and legally binding obligation of each of the Partnership Parties that is a party thereto, QEPFS enforceable against each such Partnership Party QEPFS in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws 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. (a) Each of the Partnership Parties SEP I has full limited partnership or limited liability company power and authority, as applicable, authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it. The execution and delivery by SEP I of this Agreement, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the Partnership Parties have SEP I has been duly authorized and approved, approved by all requisite limited partnership action or limited liability company action, as applicable, on the part of each of the Partnership Parties. SEP I. This Agreement has been duly executed and delivered by or on behalf of each of the Partnership Parties SEP I and constitutes the valid and legally binding obligation of each of themSEP I, enforceable against each of the Partnership Parties SEP I in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, 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) Each of the Partnership Parties SEP I has full limited partnership or limited liability company power and authority, as applicable, authority to execute and deliver each Partnership Ancillary Document Agreement to which it is will be a party, to consummate the transactions contemplated thereby and to perform all of the terms and conditions thereof to be performed by it. The execution and delivery by SEP I of each of the Partnership Ancillary DocumentsAgreements to which it will be a party, the consummation of the transactions contemplated thereby and the performance of all of the terms and conditions thereof to be performed by each of the Partnership Parties which is a party thereto it have been duly authorized and approved, approved by all requisite limited partnership action or limited liability company action, as applicable, on the part of each such party. SEP I. When executed and delivered by each of the Partnership Parties party SEP I thereto, each Partnership Ancillary Document Agreement to which it will be a party will constitute a valid and legally binding obligation of each of the Partnership Parties that is a party thereto, SEP I enforceable against each such Partnership Party SEP I in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, 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. (a) Each of the Partnership Parties SPLC has full limited partnership or limited liability company power and authority, as applicable, authority to execute and deliver this AgreementAgreement and the other Transaction Documents to which SPLC is a party, to consummate the transactions contemplated hereby and thereby and to perform all of the terms obligations hereof and conditions hereof thereof to be performed by it. The execution and delivery by SPLC of this AgreementAgreement and the other Transaction Documents to which SPLC is a party, the consummation of the transactions contemplated hereby and thereby and the performance of all of the terms obligations hereof and conditions hereof thereof to be performed by the Partnership Parties SPLC have been duly authorized and approved, approved by all requisite limited partnership action or on the part of SPLC. (b) SOPUS has full limited liability company actionpower and authority to execute and deliver this Agreement and the other Transaction Documents to which SOPUS is a party, as applicable, of each to consummate the transactions contemplated hereby and thereby and to perform all of the Partnership Partiesobligations hereof and thereof to be performed by it. The execution and delivery by SOPUS of this Agreement and the other Transaction Documents to which SOPUS is a party, the consummation of the transactions contemplated hereby and thereby and the performance of all of the obligations hereof and thereof to be performed by SOPUS have been duly authorized and approved by all requisite limited liability company action on the part of SOPUS. (c) This Agreement has been duly executed and delivered by or on behalf of each of the Partnership Parties SPLC and SOPUS and constitutes the valid and legally binding obligation of each of themSPLC and SOPUS, enforceable against each of the Partnership Parties entity in accordance with its terms, and, upon the execution of the other Transaction Documents to which SPLC or SOPUS is a party, such other Transaction Documents will be duly executed and delivered by SPLC or SOPUS, as applicable, and constitute the valid and legally binding obligations of SPLC or SOPUS, as applicable, enforceable against SPLC or SOPUS, as applicable, in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, 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) Each of the Partnership Parties has full limited partnership or limited liability company power and authority, as applicable, to execute and deliver each Partnership Ancillary Document to which it is a party, to consummate the transactions contemplated thereby and to perform all of the terms and conditions thereof to be performed by it. The execution and delivery of each of the Partnership Ancillary Documents, the consummation of the transactions contemplated thereby and the performance of all of the terms and conditions thereof to be performed by each of the Partnership Parties which is a party thereto have been duly authorized and approved, by all requisite limited partnership action or limited liability company action, as applicable, of each such party. When executed and delivered by each of the Partnership Parties party thereto, each Partnership Ancillary Document will constitute a valid and legally binding obligation of each of the Partnership Parties that is a party thereto, enforceable against each such Partnership Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, 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. (a) Each of the Partnership Parties has full limited partnership or limited liability company power and authority, as applicable, to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the Partnership Parties have been duly authorized and approved, approved by all requisite limited partnership action or limited liability company action, as applicable, of each of the Partnership Parties. This Agreement has been duly executed and delivered by or on behalf of each of the Partnership Parties and constitutes the valid and legally binding obligation of each of them, enforceable against each of the Partnership Parties them in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, 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) Each of the Partnership Parties has full limited partnership or limited liability company power and authority, as applicable, to execute and deliver each Partnership Ancillary Document to which it is a partythe CCA Agreement, to consummate the transactions contemplated thereby and to perform all of the terms and conditions thereof to be performed by it. The execution and delivery of by each of the Partnership Ancillary DocumentsParties of the CCA Agreement, the consummation of the transactions contemplated thereby and the performance of all of the terms and conditions thereof to be performed by each of the Partnership Parties which is a party thereto it have been duly authorized and approved, approved by all requisite limited partnership action or limited liability company action, as applicable, of each such partyof the Partnership Parties. When executed and delivered by each of the Partnership Parties parties party thereto, each Partnership Ancillary Document the CCA Agreement will constitute a valid and legally binding obligation of each of the Partnership Parties that is a party thereto, enforceable against each such Partnership Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, 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. (a) Each of the Partnership Contributing Parties has full limited partnership corporate or limited liability company power and authority, as applicable, authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the Partnership Contributing Parties have been duly authorized and approved, approved by all requisite limited partnership action corporate or limited liability company action, as applicable, action of each of the Partnership Contributing Parties. This Agreement has been duly executed and delivered by or on behalf of each of the Partnership Contributing Parties and constitutes the valid and legally binding obligation of each of them, enforceable against each of the Partnership Contributing Parties in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, 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) Each of the Partnership Contributing Parties has full limited partnership corporate or limited liability company power and authority, as applicable, authority to execute and deliver each Partnership Contributing Party Ancillary Document to which it is a party, to consummate the transactions contemplated thereby and to perform all of the terms and conditions thereof to be performed by it. The execution and delivery of each of the Partnership Contributing Party Ancillary Documents, the consummation of the transactions contemplated thereby and the performance of all of the terms and conditions thereof to be performed by each of the Partnership Contributing Parties which is a party thereto have been duly authorized and approved, approved by all requisite limited partnership action corporate or limited liability company action, as applicable, action of each such party. When executed and delivered by each of the Partnership Parties parties party thereto, each Partnership Contributing Party Ancillary Document will constitute a valid and legally binding obligation of each of the Partnership Contributing Parties that is a party thereto, thereto enforceable against each such Partnership Party party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, 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. (a) Each of the Partnership Contributing Parties has full limited partnership or limited liability company or corporate power and authority, as applicable, authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it. The execution and delivery by the Contributing Parties of this Agreement, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the Partnership Contributing Parties have been duly authorized and approved, approved by all requisite limited partnership action or limited liability company action, as applicable, or corporate action on the part of each of the Partnership Contributing Parties. This Agreement has been duly executed and delivered by or on behalf of each of the Partnership Contributing Parties and constitutes the valid and legally binding obligation of each of them, enforceable against each of the Partnership Contributing Parties in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, 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) Each of the Partnership Contributing Parties party to the CCA Agreement has full limited partnership or limited liability company or corporate power and authority, as applicable, authority to execute and deliver each Partnership Ancillary Document to which it is a partysuch agreement, to consummate the transactions contemplated thereby and to perform all of the terms and conditions thereof to be performed by it. The execution and delivery of the CCA Agreement by each of the Partnership Ancillary DocumentsContributing Parties party to such agreement, the consummation of the transactions contemplated thereby and the performance of all of the terms and conditions thereof to be performed by each of the Partnership Parties which is a party thereto it have been duly authorized and approved, approved by all requisite limited partnership action or limited liability company action, as applicable, or corporate action on the part of each such partyContributing Party. When executed and delivered by each of the Partnership Parties parties party thereto, each Partnership Ancillary Document the CCA Agreement will constitute a valid and legally binding obligation of each of the Partnership Contributing Parties that is a party thereto, thereto enforceable against each such Partnership Contributing Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, 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. (a) Each of the Partnership DM Parties has full limited partnership or all requisite limited liability company or limited partnership power and authority, as applicable, to execute and deliver this Agreement, and subject to receipt of the DM Vote (as defined below), to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it. The execution and delivery of this AgreementAgreement by each of the DM Parties, and subject to receipt of the DM Vote, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the Partnership DM Parties have been duly authorized and approved, approved by all requisite limited partnership action or limited liability company action, as applicable, action on the part of each of the DM Parties. At a meeting duly called and held, the DM Conflicts Committee, by unanimous vote, in good faith (a) determined that this Agreement and the transactions contemplated hereby are in the best interest of DM and the Holders of DM Public Common Units, (b) approved this Agreement and the transactions contemplated hereby, including the Merger (the foregoing constituting DM Special Approval), and (c) resolved to approve, and to recommend to the DM Board the approval of, this Agreement and the consummation of the transactions contemplated hereby, including the Merger. Upon the receipt of the recommendation of the DM Conflicts Committee, at a meeting duly called and held, the DM Board, by unanimous vote, (a) determined that this Agreement and the transactions contemplated hereby are in the best interests of DM, (b) approved this Agreement and the transactions contemplated hereby, including the Merger, and (c) directed that this Agreement be submitted to a vote of Holders of DM Units and authorized the Holders of DM Units to act by written consent pursuant to Section 13.11 of the DM Partnership PartiesAgreement. The approval of this Agreement by the affirmative vote or consent of the Holders of at least a Unit Majority (as defined in the DM Partnership Agreement) (the “DM Vote”) is the only vote or approval of partnership interests in DM necessary to approve this Agreement and approve and consummate the transactions contemplated by this Agreement, including the Merger. This Agreement has been duly executed and delivered by or on behalf of each of the Partnership DM Parties and, assuming the due execution and delivery by each of the other parties hereto, constitutes the valid and legally binding obligation of each of themthe DM Parties, enforceable against each of the Partnership DM Parties in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a proceeding Proceeding at law or in equity). (b) Each of the Partnership Parties has full limited partnership or limited liability company power and authority, as applicable, to execute and deliver each Partnership Ancillary Document to which it is a party, to consummate the transactions contemplated thereby and to perform all of the terms and conditions thereof to be performed by it. The execution and delivery of each of the Partnership Ancillary Documents, the consummation of the transactions contemplated thereby and the performance of all of the terms and conditions thereof to be performed by each of the Partnership Parties which is a party thereto have been duly authorized and approved, by all requisite limited partnership action or limited liability company action, as applicable, of each such party. When executed and delivered by each of the Partnership Parties party thereto, each Partnership Ancillary Document will constitute a valid and legally binding obligation of each of the Partnership Parties that is a party thereto, enforceable against each such Partnership Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, 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. (a) Each of the Partnership Parties HEP has full limited partnership or limited liability company power and authority, as applicable, authority to execute and deliver this AgreementAgreement and the documents and instruments and other Contracts specifically referred to herein and delivered pursuant hereto by any party, including the exhibits hereto and the Disclosure Schedule (collectively, the “Constituent Documents”) to which it is 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 itHEP. The execution and delivery by HEP of this AgreementAgreement and the Constituent Documents to which it is a party, the performance by HEP of all the terms and conditions hereof and thereof to be performed by HEP and the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the Partnership Parties thereby have been duly authorized and approved, approved by all requisite limited partnership action or limited liability company action, as applicable, of each of the Partnership PartiesHEP. This Agreement has been duly and validly executed and delivered by or on behalf of HEP and constitutes, and each of the Partnership Parties Constituent Document to which HEP is a party will constitute, when duly and constitutes the validly executed by HEP, a legal, valid and legally binding obligation of each of them, HEP enforceable against each of the Partnership Parties HEP in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance moratorium 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) Each of the Partnership Parties has full limited partnership or All limited liability company power and authority, as applicable, to execute and deliver each Partnership Ancillary Document to which it is a party, to consummate or limited partnership actions taken by the transactions contemplated thereby and to perform all of the terms and conditions thereof to be performed by it. The execution and delivery of each of the Partnership Ancillary Documents, the consummation of the transactions contemplated thereby Xxxxxx LLCs in connection with this Agreement and the performance of all of the terms and conditions thereof to be performed by each of the Partnership Parties which is a party thereto Constituent Documents have been or will be duly authorized and approved, by all requisite limited partnership action on or limited liability company action, as applicable, of each such party. When executed and delivered by each of the Partnership Parties party thereto, each Partnership Ancillary Document will constitute a valid and legally binding obligation of each of the Partnership Parties that is a party thereto, enforceable against each such Partnership Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, 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)prior to Closing.

Authority and Approval. (a) Each of the Partnership Contributing Parties has full limited partnership corporate or limited liability company power and authority, as applicable, authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the Partnership Contributing Parties have been duly authorized and approved, approved by all requisite limited partnership action corporate or limited liability company action, as applicable, of each action of the Partnership Contributing Parties. This Agreement has been duly executed and delivered by or on behalf of each of the Partnership Contributing Parties and constitutes the valid and legally binding obligation of each of themobligation, enforceable against each of the Partnership Contributing Parties in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, 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).. Table of Contents (b) Each of the Partnership Contributing Parties has full limited partnership corporate or limited liability company power and authority, as applicable, authority to execute and deliver each Partnership of the Contributing Parties Ancillary Document Documents to which it is a party, to consummate the transactions contemplated thereby and to perform all of the terms and conditions thereof to be performed by it. The execution and delivery of each of the Partnership Contributing Parties Ancillary Documents, the consummation of the transactions contemplated thereby and the performance of all of the terms and conditions thereof to be performed by each of the Partnership Contributing Parties which is a party thereto have been duly authorized and approved, approved by all requisite limited partnership action corporate or limited liability company action, as applicable, of each such party. When executed and delivered by each of the Partnership Parties parties party thereto, each Partnership of the Contributing Parties Ancillary Document Documents will constitute a valid and legally binding obligation of each of the Partnership Contributing Parties that is a party thereto, enforceable against each such Partnership Party party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, 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. (a) Each of the Partnership Parties has full limited partnership or limited liability company power and authority, as applicable, to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the Partnership Parties have been duly authorized and approved, approved by all requisite limited partnership action or limited liability company action, as applicable, of each of the Partnership Parties. This Agreement has been duly executed and delivered by or on behalf of each of the Partnership Parties and constitutes the valid and legally binding obligation of each of them, enforceable against each of the Partnership Parties them in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, 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) Each of the Partnership Parties has full limited partnership or limited liability company power and authority, as applicable, to execute and deliver the CCA Agreement and each Partnership Ancillary Document to which it is a partyof the Pre-Contribution Agreements, to consummate the transactions contemplated thereby and to perform all of the terms and conditions thereof to be performed by it. The execution and delivery of by each of the Partnership Ancillary DocumentsParties of the CCA Agreement and each of the Pre-Contribution Agreements, the consummation of the transactions contemplated thereby and the performance of all of the terms and conditions thereof to be performed by each of the Partnership Parties which is a party thereto it have been duly authorized and approved, approved by all requisite limited partnership action or limited liability company action, as applicable, of each such partyof the Partnership Parties. When executed and delivered by each of the Partnership Parties parties party thereto, the CCA Agreement and each Partnership Ancillary Document of the Pre-Contribution Agreements will constitute a valid and legally binding obligation of each of the Partnership Parties that is a party thereto, enforceable against each such Partnership Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, 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. (a) Each of the Partnership ACMP Parties has full limited partnership or all requisite limited liability company or limited partnership power and authority, as applicable, authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it, subject, in the case of the ACMP Partnership Agreement Amendment, to receipt of the ACMP Amendment Vote. The execution and delivery of this AgreementAgreement by each of the ACMP Parties, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the Partnership ACMP Parties have been duly authorized and approved, approved by all requisite limited partnership action or limited liability company action, as applicable, of each of the Partnership Parties. This Agreement has been duly executed and delivered by or on behalf of each of the Partnership Parties and constitutes the valid and legally binding obligation of each of them, enforceable against each of the Partnership Parties in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, 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) Each of the Partnership Parties has full limited partnership or limited liability company power and authorityaction on the part of each of the ACMP Parties, as applicablesubject, in the case of the ACMP Partnership Agreement Amendment, to execute receipt of the ACMP Amendment Vote. At a meeting duly called and deliver each Partnership Ancillary Document to which it is a partyheld, to consummate the ACMP Conflicts Committee, by unanimous vote, in good faith (a) determined that this Agreement and the transactions contemplated hereby are in the best interest of ACMP and the Holders of ACMP Units who are not Xxxxxxxx Parties, (b) approved this Agreement and the transactions contemplated hereby, including the Transaction Documents and the transactions contemplated thereby on the terms set forth therein (the foregoing constituting ACMP Special Approval), and (c) resolved to approve, and to perform all of recommend to the terms ACMP Board the approval of, this Agreement and conditions thereof to be performed by it. The execution and delivery of each of the Partnership Ancillary Documents, the consummation of the transactions contemplated thereby hereby, including the Transaction Documents and the performance of all transactions contemplated thereby on the terms set forth therein. Upon the receipt of the terms and conditions thereof to be performed by each recommendation of the Partnership Parties which is ACMP Conflicts Committee, at a party thereto have been meeting duly authorized called and approvedheld, by all requisite limited partnership action or limited liability company actionthe ACMP Board approved this Agreement and the transactions contemplated hereby, as applicable, of each such party. When executed including the Transaction Documents and delivered by each of the Partnership Parties party thereto, each Partnership Ancillary Document will constitute a valid and legally binding obligation of each of transactions contemplated thereby on the Partnership Parties that is a party thereto, enforceable against each such Partnership Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, 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)terms set forth therein.

Authority and Approval. (a) Each of the Partnership Contributing Parties has full limited partnership corporate or limited liability company power and authority, as applicable, authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the Partnership Contributing Parties have been duly authorized and approved, approved by all requisite limited partnership action corporate or limited liability company action, as applicable, of each action of the Partnership Contributing Parties. This Agreement has been duly executed and delivered by or on behalf of each of the Partnership Contributing Parties and constitutes the valid and legally binding obligation of each of themobligation, enforceable against each of the Partnership Contributing Parties in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, 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) Each of the Partnership Contributing Parties has full limited partnership corporate or limited liability company power and authority, as applicable, authority to execute and deliver each Partnership of the Contributing Parties Ancillary Document Documents to which it is a party, to consummate the transactions contemplated thereby and to perform all of the terms and conditions thereof to be performed by it. The execution and delivery of each of the Partnership Contributing Parties Ancillary Documents, the consummation of the transactions contemplated thereby and the performance of all of the terms and conditions thereof to be performed by each of the Partnership Contributing Parties which is a party thereto have been duly authorized and approved, approved by all requisite limited partnership action corporate or limited liability company action, as applicable, of each such party. When executed and delivered by each of the Partnership Parties parties party thereto, each Partnership of the Contributing Parties Ancillary Document Documents will constitute a valid and legally binding obligation of each of the Partnership Contributing Parties that is a party thereto, enforceable against each such Partnership Party party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, 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. (a) Each of the Partnership RRMS Parties has full limited partnership or all requisite limited liability company or limited partnership power and authority, as applicable, authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it, subject to receipt of the RRMS Vote, in the case of RRMS. The execution and delivery of this AgreementAgreement by each of the RRMS Parties, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the Partnership RRMS Parties have been duly authorized and approved, approved by all requisite limited partnership action or limited liability company action, as applicable, action on the part of each of the RRMS Parties, subject to receipt of the RRMS Vote, in the case of RRMS. At a meeting duly called and held, the RRMS Conflicts Committee, by unanimous vote, in good faith (a) determined that this Agreement and the transactions contemplated hereby are in the best interest of RRMS considering the interests of the RRMS Unaffiliated Holders, (b) approved this Agreement and the transactions contemplated hereby, including the Merger (the foregoing constituting RRMS Special Approval), and (c) resolved to approve, and to recommend to the RRMS Board the approval of, this Agreement and the consummation of the transactions contemplated hereby, including the Merger. Upon the receipt of the recommendation of the RRMS Conflicts Committee, at a meeting duly called and held, the RRMS Board, by unanimous vote, (a) approved this Agreement and the transactions contemplated hereby, including the Merger, and (b) directed that this Agreement be submitted to a vote of Holders of RRMS Common Units and authorized the Holders of RRMS Common Units to act by written consent pursuant to Section 13.11 of the RRMS Partnership PartiesAgreement. Following such approval by the RRMS Conflicts Committee and the RRMS Board, RRMS Holdings approved this Agreement and the transactions contemplated hereby, including the Merger. The adoption of this Agreement by the affirmative vote or consent of the Holders of at least a Unit Majority (as defined in the RRMS Partnership Agreement) (the “RRMS Vote”) is the only vote or approval of the holders of any partnership interests in RRMS necessary to approve and adopt this Agreement and approve and consummate the transactions contemplated by this Agreement, including the Merger. This Agreement has been duly executed and delivered by or on behalf of each of the Partnership RRMS Parties and constitutes the valid and legally binding obligation of each of themthe RRMS Parties, enforceable against each of the Partnership RRMS Parties in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a proceeding Proceeding at law or in equity). (b) Each of the Partnership Parties has full limited partnership or limited liability company power and authority, as applicable, to execute and deliver each Partnership Ancillary Document to which it is a party, to consummate the transactions contemplated thereby and to perform all of the terms and conditions thereof to be performed by it. The execution and delivery of each of the Partnership Ancillary Documents, the consummation of the transactions contemplated thereby and the performance of all of the terms and conditions thereof to be performed by each of the Partnership Parties which is a party thereto have been duly authorized and approved, by all requisite limited partnership action or limited liability company action, as applicable, of each such party. When executed and delivered by each of the Partnership Parties party thereto, each Partnership Ancillary Document will constitute a valid and legally binding obligation of each of the Partnership Parties that is a party thereto, enforceable against each such Partnership Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, 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. (a) Each of the Partnership Parties has full limited partnership or limited liability company power and authority, as applicable, to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the Partnership Parties have been duly authorized and approved, approved by all requisite limited partnership action or limited liability company action, as applicable, of each of the Partnership Parties. This Agreement has been duly executed and delivered by or on behalf of each of the Partnership Parties and constitutes the valid and legally binding obligation of each of them, enforceable against each of the Partnership Parties them in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, 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) Each of the Partnership Parties has full limited partnership or limited liability company power and authority, as applicable, to execute and deliver each Partnership Ancillary Document Agreement to which it is a partyparty or signatory, to consummate the transactions contemplated thereby and to perform all of the terms and conditions thereof to be performed by it. The execution and delivery by each of the Partnership Parties of each of the Partnership Ancillary DocumentsAgreements to which it will be a party, the consummation of the transactions contemplated thereby and the performance of all of the terms and conditions thereof to be performed by each of the Partnership Parties which is a party thereto it have been duly authorized and approved, approved by all requisite limited partnership action or limited liability company action, as applicable, of each such partyof the Partnership Parties. When executed and delivered by each of the Partnership Parties parties party thereto, each Partnership Ancillary Document Agreement will constitute a valid and legally binding obligation of each of the Partnership Parties that is a party thereto, enforceable against each such Partnership Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, 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. (a) Each of the Partnership Parent Parties has full limited partnership all requisite corporate or limited liability company power and authority, as applicable, to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it. The execution and delivery of this AgreementAgreement by each of the Parent Parties, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the Partnership Parent Parties have been duly authorized and approved, approved by all requisite limited partnership action corporate or limited liability company action, as applicable, action on the part of each of the Partnership Parent Parties. The board of directors of Parent has duly and validly adopted resolutions approving this Agreement and the transactions contemplated by this Agreement, including the Merger and the Parent Stock Issuance, and has duly and validly adopted resolutions authorizing MLP Holdco, the sole member of Merger Sub, to adopt this Agreement and approve the transactions contemplated by this Agreement, including the Merger, which resolutions of Parent have not been rescinded, modified or withdrawn in any way. MLP Holdco, in its capacity as sole member of Merger Sub, has approved this Agreement and the transactions contemplated hereby, which approval of MLP Holdco has not be rescinded, modified or withdrawn in any way. This Agreement has been duly executed and delivered by or on behalf of each of the Partnership Parent Parties and constitutes the valid and legally binding obligation of each of themthe Parent Parties, enforceable against each of the Partnership Parent Parties in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a proceeding Proceeding at law or in equity). (b) Each of the Partnership Parties has full limited partnership or limited liability company power and authority, as applicable, to execute and deliver each Partnership Ancillary Document to which it is a party, to consummate the transactions contemplated thereby and to perform all of the terms and conditions thereof to be performed by it. The execution and delivery of each of the Partnership Ancillary Documents, the consummation of the transactions contemplated thereby and the performance of all of the terms and conditions thereof to be performed by each of the Partnership Parties which is a party thereto have been duly authorized and approved, by all requisite limited partnership action or limited liability company action, as applicable, of each such party. When executed and delivered by each of the Partnership Parties party thereto, each Partnership Ancillary Document will constitute a valid and legally binding obligation of each of the Partnership Parties that is a party thereto, enforceable against each such Partnership Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, 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. (a) Each of the Partnership Parent Parties has full limited partnership all requisite corporate or limited liability company power and authority, as applicable, authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it, subject to obtaining the Parent Stock Issuance Approval. The execution and delivery of this AgreementAgreement by each of the Parent Parties, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the Partnership Parent Parties have been duly authorized and approved, approved by all requisite limited partnership action corporate or limited liability company action, as applicable, action on the part of each of the Partnership Parent Parties, subject to obtaining the Parent Stock Issuance Approval. At a meeting duly called and held, the Parent Board (a) determined that this Agreement and the transactions contemplated hereby, including the Merger and the Parent Stock Issuance, are in the best interests of Parent and its stockholders, (b) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger and the Parent Stock Issuance, and (c) resolved to submit the Parent Stock Issuance to a vote of Parent’s stockholders and recommend approval of the Parent Stock Issuance. The affirmative vote (in person or by proxy) of a majority of the votes cast at the Parent Stockholder Meeting at which a quorum is present or any adjournment or postponement thereof to approve the Parent Stock Issuance (the “Parent Stock Issuance Approval”) is the only vote or approval of the holders of any class or series of the capital stock of Parent necessary to approve the Parent Stock Issuance and approve and consummate the transactions contemplated by this Agreement, including the Merger. This Agreement has been duly executed and delivered by or on behalf of each of the Partnership Parent Parties and constitutes the valid and legally binding obligation of each of themthe Parent Parties, enforceable against each of the Partnership Parent Parties in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a proceeding Proceeding at law or in equity). (b) Each . SC&C is the record holder and beneficial owner in the aggregate of, and has the right to vote, a majority of the Partnership Parties has full limited partnership or limited liability company power and authority, as applicable, to execute and deliver each Partnership Ancillary Document to which it is a party, to consummate SXCP Common Units outstanding on the transactions contemplated thereby and to perform all of the terms and conditions thereof to be performed by it. The execution and delivery of each of the Partnership Ancillary Documents, the consummation of the transactions contemplated thereby and the performance of all of the terms and conditions thereof to be performed by each of the Partnership Parties which is a party thereto have been duly authorized and approved, by all requisite limited partnership action or limited liability company action, as applicable, of each such party. When executed and delivered by each of the Partnership Parties party thereto, each Partnership Ancillary Document will constitute a valid and legally binding obligation of each of the Partnership Parties that is a party thereto, enforceable against each such Partnership Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, 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)date hereof.

Authority and Approval. (a) Each of the Partnership Buyer Parties has full limited partnership or limited liability company power and authority, as applicable, to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the Partnership Buyer Parties have been duly authorized and approved, approved by all requisite limited partnership action or limited liability company action, as applicable, of each of the Partnership Buyer Parties. This Agreement has been duly executed and delivered by or on behalf of each of the Partnership Buyer Parties and constitutes the valid and legally binding obligation of each of them, enforceable against each of the Partnership Buyer Parties in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, 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) Each of the Partnership Buyer Parties has full limited partnership or limited liability company power and authority, as applicable, to execute and deliver each Partnership Buyer Ancillary Document to which it is a party, to consummate the transactions contemplated thereby and to perform all of the terms and conditions thereof to be performed by it. The execution and delivery of each of the Partnership Buyer Ancillary Documents, the consummation of the transactions contemplated thereby and the performance of all of the terms and conditions thereof to be performed by each of the Partnership Buyer Parties which is a party thereto have been duly authorized and approved, approved by all requisite limited partnership action or limited liability company action, as applicable, of each such partyof the Buyer Parties. When executed and delivered by each of the Partnership Buyer Parties party thereto, each Partnership Buyer Ancillary Document will constitute a valid and legally binding obligation of each of the Partnership Parties such Buyer Party that is a party thereto, enforceable against each such Partnership Buyer Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, 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. (a) Each of the Partnership Contributing Parties has full limited partnership or limited liability company power and authority, as applicable, authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it. The execution and delivery by the Contributing Parties of this Agreement, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the Partnership Contributing Parties have been duly authorized and approved, approved by all requisite limited partnership action or limited liability company action, as applicable, action on the part of each of the Partnership Contributing Parties. This Agreement has been duly executed and delivered by or on behalf of each of the Partnership Contributing Parties and constitutes the valid and legally binding obligation of each of them, enforceable against each of the Partnership Contributing Parties in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, 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) Each of the Partnership Contributing Parties has full limited partnership or limited liability company power and authority, as applicable, authority to execute and deliver each Partnership Ancillary Document Agreement to which it is will be a party, to consummate the transactions contemplated thereby and to perform all of the terms and conditions thereof to be performed by it. The execution and delivery by each of the Contributing Parties of each of the Partnership Ancillary DocumentsAgreements to which it will be a party, the consummation of the transactions contemplated thereby and the performance of all of the terms and conditions thereof to be performed by each of the Partnership Parties which is a party thereto it have been duly authorized and approved, approved by all requisite limited partnership action or limited liability company action, as applicable, action on the part of each such partyContributing Party. When executed and delivered by each of the Partnership Parties parties party thereto, each Partnership Ancillary Document Agreement will constitute a valid and legally binding obligation of each of Xxxxxxxx and the Partnership Parties Contributing Parties, as applicable, that is a party thereto, thereto enforceable against Xxxxxxxx and each such Partnership Contributing Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, 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. (a) Each of the Partnership Parties Blocker Corps has full limited partnership all requisite corporate authority and power to execute, deliver and perform this Agreement and each Ancillary Agreement to which such Blocker Corp is or limited liability company power and authority, as applicable, to execute and deliver this Agreementwill 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 such Blocker Corp. This Agreement and delivery of this Agreementeach Ancillary Agreement to which such Blocker Corp is or will be 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 the Partnership Parties such Blocker Corp have been duly and validly authorized and approved, by all requisite limited partnership required corporate action or limited liability company action, as applicable, of each on the part of the Partnership PartiesBlocker Corps and their stockholders and no other corporate proceedings on the part of the Blocker Corps or their stockholders are necessary to authorize this Agreement and each Ancillary Agreement to which such Blocker Corp is or will be a party and the consummation of the transactions contemplated hereby and thereby. The Blocker Corps have delivered to the BNL Parties written evidence that their respective sole stockholders have approved this Agreement and the transactions contemplated hereby. This Agreement has been duly executed and delivered by or on behalf of each of the Partnership Parties and Blocker Corps and, assuming that this Agreement constitutes the legal, valid and legally binding obligation of each the BNL Parties and BRE, constitutes the legal, valid and binding obligation of themthe Blocker Corps, enforceable against each of the Partnership Parties Blocker Corps in accordance with its terms, except as such enforcement to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, 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)Equitable Exceptions. (b) Each of the Partnership Parties has full limited partnership or limited liability company power and authority, as applicable, to execute and deliver each Partnership Ancillary Document to which it is a party, to consummate the transactions contemplated thereby and to perform all of the terms and conditions thereof to be performed by it. The execution and delivery of each of the Partnership Ancillary Documents, the consummation of the transactions contemplated thereby and the performance of all of the terms and conditions thereof to be performed by each of the Partnership Parties which is a party thereto have been duly authorized and approved, by all requisite limited partnership action or limited liability company action, as applicable, of each such party. When executed and delivered by each of the Partnership Parties party thereto, each Partnership Ancillary Document will constitute a valid and legally binding obligation of each of the Partnership Parties that is a party thereto, enforceable against each such Partnership Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, 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. (ai) Each The Company has the power to enter into this Agreement and each of the Partnership Parties has full limited partnership or limited liability company power Related Agreements to which it is to be a party and authorityto perform its obligations hereunder and thereunder. The execution, as applicabledelivery and performance by the Company of this Agreement and the Related Agreements to which it is to be a party, to execute and deliver this Agreement, to consummate the consummation by the Company of the transactions contemplated hereby herein and to perform therein, including the Merger, have been duly authorized by all required action on the part of the terms Company and conditions hereof to be performed by itthe holders of its capital stock. The affirmative votes of the holders of a majority of the outstanding Shares are the only votes of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger. (ii) At a meeting duly called and held, or in an action by unanimous written consent, the Company’s Board of Directors has (A) unanimously determined that this Agreement is advisable, and that this Agreement and the Merger are fair to and in the best interests of the stockholders of the Company, (B) unanimously approved and adopted this Agreement and the transactions contemplated hereby, and (C) unanimously resolved to recommend approval and adoption of this Agreement by the shareholders of the Company. Concurrently with the execution and delivery of this Agreement, the consummation Company has obtained the irrevocable approval and adoption of this Agreement and the irrevocable approval of the transactions contemplated hereby and Transactions, including the performance of all of the terms and conditions hereof Merger, pursuant to be performed an Action by the Partnership Parties have been duly authorized and approved, Unanimous Written Consent signed by all requisite limited partnership action or limited liability company action, as applicable, of each of the Partnership PartiesShareholders, in accordance with the applicable provisions of Ohio Law and the Company’s Organizational Documents. This Agreement has been duly executed and delivered by or on behalf of each of the Partnership Parties and constitutes the valid and legally binding obligation of each of themCompany and, enforceable against each of the Partnership Parties in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, 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) Each of the Partnership Parties has full limited partnership or limited liability company power and authority, as applicable, to execute and deliver each Partnership Ancillary Document to which it is a party, to consummate the transactions contemplated thereby and to perform all of the terms and conditions thereof to be performed by it. The execution and delivery of each of the Partnership Ancillary Documents, the consummation of the transactions contemplated thereby and the performance of all of the terms and conditions thereof to be performed by each of the Partnership Parties which is a party thereto have been duly authorized and approved, by all requisite limited partnership action or limited liability company action, as applicable, of each such party. When when executed and delivered by the Company, the Related Agreements to which the Company is to be a party will have been duly executed and delivered by the Company. This Agreement is, and each of the Partnership Parties Related Agreements to which the Company is to be a party theretowhen executed and delivered by the Company will be, each Partnership Ancillary Document will constitute a the valid and legally binding obligation of each obligations of the Partnership Parties that is a party theretoCompany, enforceable against each such Partnership Party the Company in accordance with its their respective terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, 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. (a) Each of the Partnership Parties Delta, Ultra and each Merger Sub has full limited partnership all requisite corporate or limited liability company power and authorityauthority necessary in order to execute and deliver, and perform its obligations under, this Agreement and each Transaction Agreement to which such Person is a party and to consummate the Mergers and the other transactions contemplated by this Agreement and each such Transaction Agreement. The execution, delivery and performance of this Agreement and each such Transaction Agreement to which such Person is a party by each of Delta, Ultra and each Merger Sub and the consummation of the Mergers by each of Delta, Ultra and each Merger Sub and the other transactions contemplated by this Agreement and the other Transaction Agreements have been duly and validly authorized by all necessary corporate or company action and no other corporate or company proceedings on the part of Delta, Ultra, or any Merger Sub, as applicable, and no stockholder or member approvals or adoptions are necessary to execute and deliver authorize this Agreement, Agreement or the other Transaction Agreements or to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the Partnership Parties or thereby other than those that have already been duly authorized and approved, by all requisite limited partnership action or limited liability company action, as applicable, of each of the Partnership Partiesreceived. This Agreement and each other Transaction Agreement to which it is a party has been duly executed and delivered by or on behalf of Delta, Ultra and each of the Partnership Parties Merger Sub and constitutes the a valid and legally binding obligation agreement of Delta, Ultra and each of them, Merger Sub and is enforceable against each of the Partnership Parties same in accordance with its terms, except as such enforcement may be limited by applicable subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, fraudulent conveyance moratorium and similar Laws of general applicability relating to or other similar laws affecting the enforcement of creditors’ rights and remedies generally and by to general principles of equity (whether applied in a proceeding at law or in equity)principles. (b) Each On or prior to the date of this Agreement, the Partnership Parties has full limited partnership or limited liability company power Delta Board of Directors, Ultra Board of Directors, the boards of directors of Vector Merger Corp and authorityKodiak Merger Sub, and the managing member of Vector Merger LLC each have duly and unanimously adopted resolutions: (i) determining that the Mergers, on the terms and subject to the conditions set forth herein, are fair to, and in the best interests of, Delta, Ultra and the Merger Subs, as applicable; (ii) approving and declaring advisable the Mergers and the other transactions contemplated hereby, to execute as applicable; (iii) authorizing and deliver each Partnership Ancillary Document to which it is a partyapproving the execution, to consummate delivery and performance of this Agreement and the transactions contemplated thereby hereby; and (iv) recommending adoption of this Agreement to perform all the holders of shares, which resolutions, as of the terms date hereof, have not been withdrawn or modified. (c) On or prior to the date of this Agreement, each of: (i) Delta, in its capacity as sole holder of Ultra Common Stock, and conditions thereof to be performed by it. The execution and delivery of each (ii) Ultra, in its capacity as sole holder of the Partnership Ancillary DocumentsVector Merger Corp Common Stock, the consummation of the transactions contemplated thereby Vector Merger LLC Membership Units and the performance of all of the terms and conditions thereof to be performed by each of the Partnership Parties which is a party thereto have been Kodiak Merger Sub Common Stock has duly authorized and approved, by all requisite limited partnership action or limited liability company action, as applicable, of each such party. When executed and delivered by each of the Partnership Parties party thereto, each Partnership Ancillary Document will constitute a valid and legally binding obligation of each of the Partnership Parties that is a party thereto, enforceable against each such Partnership Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, 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)adopted this Agreement.

Authority and Approval. (a) Each of the Partnership Parties The Buyer has full limited partnership or limited liability company power and authority, as applicable, authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the Partnership Parties Buyer have been duly authorized and approved, by all requisite limited partnership action or limited liability company action, as applicable, of each action of the Partnership PartiesBuyer. This Agreement has been duly executed and delivered by or on behalf of each of the Partnership Parties Buyer and constitutes the valid and legally binding obligation of each of themthe Buyer, enforceable against each of the Partnership Parties Buyer in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, 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) Each of the Partnership Parties The Buyer has full limited partnership or limited liability company power and authority, as applicable, authority to execute and deliver each Partnership Buyer Ancillary Document to which it is a party, to consummate the transactions contemplated thereby and to perform all of the terms and conditions thereof to be performed by it. The execution and delivery of each of the Partnership Buyer Ancillary Documents, the consummation of the transactions contemplated thereby and the performance of all of the terms and conditions thereof to be performed by each of the Partnership Parties which is a party thereto Buyer have been duly authorized and approved, by all requisite limited partnership action or limited liability company action, as applicable, of each such party. When executed and delivered by each of the Partnership Parties party theretoBuyer, each Partnership Buyer Ancillary Document will constitute a valid and legally binding obligation of each of the Partnership Parties that is a party theretoBuyer, enforceable against each such Partnership Party the Buyer in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, 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. (a) Each of the Partnership Seller Parties has full limited partnership or limited liability company power and authority, as applicable, authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the Partnership Seller Parties have been duly authorized and approved, approved by all requisite limited partnership action or limited liability company action, as applicable, action on the part of each of the Partnership Seller Parties. This Agreement has been duly executed and delivered by or on behalf of each of the Partnership Seller Parties and constitutes the valid and legally binding obligation of each of them, enforceable against each of the Partnership Seller Parties in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, 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) Each of the Partnership Seller Parties has full limited partnership or limited liability company power and authority, as applicable, authority to execute and deliver each Partnership Seller Ancillary Document to which it is a party, to consummate the transactions contemplated thereby and to perform all of the terms and conditions thereof to be performed by it. The execution and delivery of each of the Partnership such Seller Ancillary DocumentsDocument, the consummation of the transactions contemplated thereby and the performance of all of the terms and conditions thereof to be performed by each of the Partnership Seller Parties which is a party thereto have been duly authorized and approved, approved by all requisite limited partnership action or limited liability company action, as applicable, action on the part of each such partySeller Party. When executed and delivered by each of the Partnership Parties parties party thereto, each Partnership Seller Ancillary Document will constitute a valid and legally binding obligation of each of the Partnership Parties that is a Seller Party party thereto, thereto enforceable against each such Partnership Seller Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, 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. (a) Each of the Partnership Seller Parties has full limited partnership or limited liability company power and authority, as applicable, authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the Partnership Seller Parties have been duly authorized and approved, approved by all requisite limited partnership action or limited liability company action, as applicable, action on the part of each of the Partnership Seller Parties. This Agreement has been duly executed and delivered by or on behalf of each of the Partnership Seller Parties and constitutes the valid and legally binding obligation of each of them, enforceable against each of the Partnership Seller Parties in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, 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) Each of the Partnership Seller Parties (and in the case of the Assignment Agreement, Wamsutter LLC) has full limited partnership or limited liability company power and authority, as applicable, authority to execute and deliver each Partnership Seller Ancillary Document to which it is a party, to consummate the transactions contemplated thereby and to perform all of the terms and conditions thereof to be performed by it. The execution and delivery of each of the Partnership Seller Ancillary Documents, the consummation of the transactions contemplated thereby and the performance of all of the terms and conditions thereof to be performed by each of the Partnership Seller Parties which is a party thereto have been duly authorized and approved, approved by all requisite limited partnership action or limited liability company action, as applicable, action on the part of each such partySeller Party. When executed and delivered by each of the Partnership Parties parties party thereto, each Partnership Seller Ancillary Document will constitute a valid and legally binding obligation of each of the Partnership Seller Parties that is a party thereto, thereto enforceable against each such Partnership Seller Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, 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. (a) Each of the Partnership Contributing Parties has full limited partnership or limited liability company or corporate power and authority, as applicable, authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it. The execution and delivery by the Contributing Parties of this Agreement, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the Partnership Contributing Parties have been duly authorized and approved, approved by all requisite limited partnership action or limited liability company action, as applicable, or corporate action on the part of each of the Partnership Contributing Parties. This Agreement has been duly executed and delivered by or on behalf of each of the Partnership Contributing Parties and constitutes the valid and legally binding obligation of each of them, enforceable against each of the Partnership Contributing Parties in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, 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) Each of the Partnership Contributing Parties and each of their Affiliates that is party to the CCA Agreement or any of the Pre-Contribution Agreements has full limited partnership or limited liability company or corporate power and authority, as applicable, authority to execute and deliver each Partnership Ancillary Document to which it is a partysuch agreements, to consummate the transactions contemplated thereby and to perform all of the terms and conditions thereof to be performed by it. The execution and delivery of the CCA Agreement and each of the Partnership Ancillary DocumentsPre-Contribution Agreements by each of the Contributing Parties and each of their Affiliates that is party to such agreements, the consummation of the transactions contemplated thereby and the performance of all of the terms and conditions thereof to be performed by each of the Partnership Parties which is a party thereto it have been duly authorized and approved, approved by all requisite limited partnership action or limited liability company action, as applicable, or corporate action on the part of each Contributing Party and such partyAffiliates. When executed and delivered by each of the Partnership Parties parties party thereto, the CCA Agreement and each Partnership Ancillary Document of the Pre-Contribution Agreements will constitute a valid and legally binding obligation of each of the Partnership Except as set forth on Disclosure Schedule 3.3: Contributing Parties and each of their Affiliates that is a party thereto, enforceable against each such Partnership Contributing Party or Affiliate in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, 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. (a) Each of the Partnership Parent Parties has full limited partnership or limited liability company all requisite power and authority, as applicable, authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby Transactions to which it is a party and to perform all of the terms and conditions hereof to be performed by it. The execution and delivery of this AgreementAgreement by each of the Parent Parties, the consummation of the transactions contemplated hereby Transactions to which either of the Parent Parties is a party and the performance of all of the terms and conditions hereof to be performed by the Partnership Parent Parties have been duly authorized and approved, approved by all requisite limited partnership action or limited liability company action, as applicable, on the part of each of the Parent Parties. At a meeting duly called and held, the Parent Conflicts Committee, by unanimous vote, (a) determined that this Agreement and the Transactions are in the best interests of Parent and the holders of Parent Common Units (excluding the general partner of Parent and its Affiliates), and (b) granted a Special Approval (as defined in the Parent Partnership PartiesAgreement) of this Agreement and each of the Transactions. At a meeting duly called and held, the Parent Board (a) determined that this Agreement, and the Transactions, including the Merger and the Parent Equity Issuance, are in the best interests of Parent and its unitholders, and (b) approved and declared advisable this Agreement and the Transactions to which a Parent Party is party, including the Merger and the Parent Equity Issuance. Parent, in its capacity as sole member of Merger Sub, has approved this Agreement and the transactions contemplated hereby. This Agreement has been duly executed and delivered by or on behalf of each of the Partnership Parent Parties and constitutes the valid and legally binding obligation of each of themthe Parent Parties, enforceable against each of the Partnership Parent Parties in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a proceeding Proceeding at law or in equity). (b) Each of the Partnership Parties has full limited partnership or limited liability company power and authority, as applicable, to execute and deliver each Partnership Ancillary Document to which it is a party, to consummate the transactions contemplated thereby and to perform all of the terms and conditions thereof to be performed by it. The execution and delivery of each of the Partnership Ancillary Documents, the consummation of the transactions contemplated thereby and the performance of all of the terms and conditions thereof to be performed by each of the Partnership Parties which is a party thereto have been duly authorized and approved, by all requisite limited partnership action or limited liability company action, as applicable, of each such party. When executed and delivered by each of the Partnership Parties party thereto, each Partnership Ancillary Document will constitute a valid and legally binding obligation of each of the Partnership Parties that is a party thereto, enforceable against each such Partnership Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, 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. (a) Each of the Partnership Seller Parties has full limited partnership or limited liability company power and authority, as applicable, authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the Partnership Seller Parties have been duly authorized and approved, approved by all requisite limited partnership action or limited liability company action, as applicable, action of each of the Partnership Seller Parties. This Agreement has been duly executed and delivered by or on behalf of each of the Partnership Seller Parties and constitutes the valid and legally binding obligation of each of them, enforceable against each of the Partnership Seller Parties in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, 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) Each of the Partnership Seller Parties has full limited partnership or limited liability company power and authority, as applicable, authority to execute and deliver each Partnership Seller Ancillary Document to which it is a party, to consummate the transactions contemplated thereby and to perform all of the terms and conditions thereof to be performed by it. The execution and delivery of each of the Partnership Seller Ancillary Documents, the consummation of the transactions contemplated thereby and the performance of all of the terms and conditions thereof to be performed by each of the Partnership Seller Parties which is a party thereto have been duly authorized and approved, approved by all requisite limited partnership action or limited liability company action, as applicable, action of each such party. When executed and delivered by each of the Partnership Parties parties party thereto, each Partnership Seller Ancillary Document will constitute a valid and legally binding obligation of each of the Partnership Seller Parties that is a party thereto, thereto enforceable against each such Partnership Party party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, 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. (a) Each of the Partnership Contributing Parties has full limited partnership or limited liability company power and authority, as applicable, authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it. The execution and delivery by the Contributing Parties of this Agreement, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the Partnership Contributing Parties have been duly authorized and approved, approved by all requisite limited partnership action or limited liability company action, as applicable, action on the part of each of the Partnership Contributing Parties. This Agreement has been duly executed and delivered by or on behalf of each of the Partnership Contributing Parties and constitutes the valid and legally binding obligation of each of them, enforceable against each of the Partnership Contributing Parties in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, 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) Each of the Partnership Contributing Parties has full limited partnership or limited liability company power and authority, as applicable, authority to execute and deliver each Partnership Ancillary Document Agreement to which it is will be a party, to consummate the transactions contemplated thereby and to perform all of the terms and conditions thereof to be performed by it. The execution and delivery by each of the Contributing Parties of each of the Partnership Ancillary DocumentsAgreements to which it will be a party, the consummation of the transactions contemplated thereby and the performance of all of the terms and conditions thereof to be performed by each of the Partnership Parties which is a party thereto it have been duly authorized and approved, approved by all requisite limited partnership action or limited liability company action, as applicable, action on the part of each such partyContributing Party. When executed and delivered by each of the Partnership Parties parties party thereto, each Partnership Ancillary Document Agreement will constitute a valid and legally binding obligation of each of the Partnership Contributing Parties that is a party thereto, thereto enforceable against each such Partnership Contributing Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, 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. (a) Each of the Partnership Parties CST, CST USA and CST Services has full limited partnership or all requisite corporate, limited liability company or limited partnership power and authority, as applicable, to execute and deliver this Agreement, the Assignment Agreement, the LPA Amendment and each of the other documents and certificates to be delivered at Closing or contemplated by this Agreement (collectively, the “Transaction Documents”) 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 or thereof to be performed by it. The execution and delivery by each of this AgreementCST, CST USA and CST Services of any Transaction Document to which it is or will be 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 the Partnership Parties each of CST, CST USA and CST Services, respectively, have been duly authorized and approved, approved by all requisite limited partnership entity action of CST, CST USA or limited liability company actionCST Services, as applicable. Each Transaction Document to which CST, of each of the Partnership Parties. This Agreement has been duly executed CST USA and/or CST Services is or will be a party will constitute, upon execution and delivered delivery by or on behalf of each of the Partnership Parties and constitutes the it, its valid and legally binding obligation of each of themobligation, enforceable against each of the Partnership Parties it in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, 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) Each of the Partnership Parties . This Agreement has full limited partnership or limited liability company power and authority, as applicable, to execute and deliver each Partnership Ancillary Document to which it is a party, to consummate the transactions contemplated thereby and to perform all of the terms and conditions thereof to be performed by it. The execution and delivery of each of the Partnership Ancillary Documents, the consummation of the transactions contemplated thereby and the performance of all of the terms and conditions thereof to be performed by each of the Partnership Parties which is a party thereto have been duly authorized and approved, by all requisite limited partnership action or limited liability company action, as applicable, of each such party. When executed and delivered by each of the Partnership Parties party thereto, each Partnership Ancillary Document will constitute a valid CST and legally binding obligation of each of the Partnership Parties that is a party thereto, enforceable against each such Partnership Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, 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)CST Services.

Authority and Approval. (a) Each of the Partnership Buyer Parties has full limited partnership or limited liability company power and authority, as applicable, to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the Partnership Buyer Parties have been duly authorized and approved, by all requisite limited partnership action or limited liability company action, as applicable, of each of the Partnership Buyer Parties. This Agreement has been duly executed and delivered by or on behalf of each of the Partnership Buyer Parties and constitutes the valid and legally binding obligation of each of them, enforceable against each of the Partnership Buyer Parties in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, 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) Each of the Partnership Buyer Parties has full limited partnership or limited liability company power and authority, as applicable, to execute and deliver each Partnership Buyer Ancillary Document to which it is a party, to consummate the transactions contemplated thereby and to perform all of the terms and conditions thereof to be performed by it. The execution and delivery of each of the Partnership Buyer Ancillary Documents, the consummation of the transactions contemplated thereby and the performance of all of the terms and conditions thereof to be performed by each of the Partnership Buyer Parties which is a party thereto have been duly authorized and approved, by all requisite limited partnership action or limited liability company action, as applicable, of each such party. When executed and delivered by each of the Partnership Buyer Parties party thereto, each Partnership Buyer Ancillary Document will constitute a valid and legally binding obligation of each of the Partnership Buyer Parties that is a party thereto, enforceable against each such Partnership Buyer Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, 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. (a) Each of the Partnership Parties BRE has full limited partnership or all requisite limited liability company authority and power to execute, deliver and authority, as applicable, perform this Agreement and each Ancillary Agreement to execute and deliver this Agreementwhich BRE 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 itBRE. The execution This Agreement and delivery of this Agreementeach Ancillary Agreement to which BRE is or will be 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 the Partnership Parties BRE have been duly and validly authorized and approved, by all requisite limited partnership action or required limited liability company action, as applicable, action on the part of each BRE and its members and no other limited liability company proceedings on the part of BRE or its members are necessary to authorize this Agreement or such Ancillary Agreements and the consummation of the Partnership Partiestransactions contemplated hereby and thereby. BRE has delivered to the BNL Parties written evidence that the holders of a majority of the voting membership interests of BRE have approved this Agreement and the transactions contemplated hereby. This Agreement has been duly executed and delivered by or on behalf of each of the Partnership Parties and BRE and, assuming that this Agreement constitutes the legal, valid and legally binding obligation of each the BNL Parties and the Blocker Corps, constitutes the legal, valid and binding obligation of themBRE, enforceable against each of the Partnership Parties BRE in accordance with its terms, except as such enforcement to the extent that the enforceability thereof may be limited by (a) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, fraudulent conveyance moratorium or other similar laws Laws from time to time in effect affecting generally the enforcement of creditors’ rights and remedies generally and by (b) general principles of equity (whether applied in a proceeding at law or in equitycollectively, the “Equitable Exceptions”). (b) Each of the Partnership Parties has full limited partnership or limited liability company power and authority, as applicable, to execute and deliver each Partnership Ancillary Document to which it is a party, to consummate the transactions contemplated thereby and to perform all of the terms and conditions thereof to be performed by it. The execution and delivery of each of the Partnership Ancillary Documents, the consummation of the transactions contemplated thereby and the performance of all of the terms and conditions thereof to be performed by each of the Partnership Parties which is a party thereto have been duly authorized and approved, by all requisite limited partnership action or limited liability company action, as applicable, of each such party. When executed and delivered by each of the Partnership Parties party thereto, each Partnership Ancillary Document will constitute a valid and legally binding obligation of each of the Partnership Parties that is a party thereto, enforceable against each such Partnership Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, 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. (a) Each of the Partnership Parties has full limited partnership or limited liability company power and authority, as applicable, to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the Partnership Parties have been duly authorized and approved, by all requisite limited partnership action or limited liability company action, as applicable, of each of the Partnership Parties. This Agreement has been duly executed and delivered by or on behalf of each of the Partnership Parties and constitutes the valid and legally binding obligation of each of them, enforceable against each of the Partnership Parties in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, 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).. Table of Contents (b) Each of the Partnership Parties has full limited partnership or limited liability company power and authority, as applicable, to execute and deliver each Partnership Ancillary Document to which it is a party, to consummate the transactions contemplated thereby and to perform all of the terms and conditions thereof to be performed by it. The execution and delivery of each of the Partnership Ancillary Documents, the consummation of the transactions contemplated thereby and the performance of all of the terms and conditions thereof to be performed by each of the Partnership Parties which is a party thereto have been duly authorized and approved, by all requisite limited partnership action or limited liability company action, as applicable, of each such party. When executed and delivered by each of the Partnership Parties party thereto, each Partnership Ancillary Document will constitute a valid and legally binding obligation of each of the Partnership Parties that is a party thereto, enforceable against each such Partnership Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, 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. (a) Each of the Partnership Contributing Parties has full limited partnership or limited liability company or corporate power and authority, as applicable, authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it. The execution and delivery by the Contributing Parties of this Agreement, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the Partnership Contributing Parties have been duly authorized and approved, approved by all requisite limited partnership action or limited liability company action, as applicable, or corporate action on the part of each of the Partnership Contributing Parties. This Agreement has been duly executed and delivered by or on behalf of each of the Partnership Contributing Parties and constitutes the valid and legally binding obligation of each of them, enforceable against each of the Partnership Contributing Parties in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, 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) Each of the Partnership Contributing Parties and each of their Affiliates that is party to the CCA Agreement or any of the Pre-Contribution Agreements has full limited partnership or limited liability company or corporate power and authority, as applicable, authority to execute and deliver each Partnership Ancillary Document to which it is a partysuch agreements, to consummate the transactions contemplated thereby and to perform all of the terms and conditions thereof to be performed by it. The execution and delivery of the CCA Agreement and each of the Partnership Ancillary DocumentsPre-Contribution Agreements by each of the Contributing Parties and each of their Affiliates that is party to such agreements, the consummation of the transactions contemplated thereby and the performance of all of the terms and conditions thereof to be performed by each of the Partnership Parties which is a party thereto it have been duly authorized and approved, approved by all requisite limited partnership action or limited liability company action, as applicable, or corporate action on the part of each Contributing Party and such partyAffiliates. When executed and delivered by each of the Partnership Parties parties party thereto, the CCA Agreement and each Partnership Ancillary Document of the Pre-Contribution Agreements will constitute a valid and legally binding obligation of each of the Partnership Contributing Parties and each of their Affiliates that is a party thereto, enforceable against each such Partnership Contributing Party or Affiliate in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, 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. (a) Each of the Partnership WMZ Parties has full limited partnership or limited liability company power and authority, as applicable, to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the Partnership WMZ Parties have been duly authorized and approved, approved (subject to WMZ Unitholder Approval) by all requisite limited partnership action or limited liability company action, as applicable, of each of the Partnership WMZ Parties. The WMZ Board sought Special Approval with respect to this Agreement and the transactions contemplated hereby. At a meeting duly called and held, the WMZ Conflicts Committee determined, by unanimous vote, that this Agreement and the transactions contemplated hereby are in the best interests of WMZ and the Holders of Non-affiliated WMZ Common Units, and determined to recommend the approval of this Agreement and the consummation of the transactions contemplated hereby to the WMZ Board. Upon the recommendation of the WMZ Conflicts Committee, the WMZ Board approved, by unanimous written consent, this Agreement and the transactions contemplated hereby. This Agreement has been duly executed and delivered by or on behalf of each of the Partnership WMZ Parties and constitutes the valid and legally binding obligation of each of them, enforceable against each of the Partnership Parties them in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, 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) Each of the Partnership Parties has full limited partnership or limited liability company power and authority, as applicable, to execute and deliver each Partnership Ancillary Document to which it is a party, to consummate the transactions contemplated thereby and to perform all of the terms and conditions thereof to be performed by it. The execution and delivery of each of the Partnership Ancillary Documents, the consummation of the transactions contemplated thereby and the performance of all of the terms and conditions thereof to be performed by each of the Partnership Parties which is a party thereto have been duly authorized and approved, by all requisite limited partnership action or limited liability company action, as applicable, of each such party. When executed and delivered by each of the Partnership Parties party thereto, each Partnership Ancillary Document will constitute a valid and legally binding obligation of each of the Partnership Parties that is a party thereto, enforceable against each such Partnership Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, 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. (a) Each of the Partnership Parties AMID and Merger Sub, as applicable, has full limited partnership or limited liability company power and authority, as applicable, authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby hereby. The execution, delivery and to perform all performance by AMID and Merger Sub of this Agreement and the consummation by AMID and Merger Sub of the terms transactions contemplated hereby have been duly and conditions hereof validly authorized by all requisite limited partnership and limited liability company action on the part of AMID and Merger Sub, respectively. No other Proceedings on the part of AMID or Merger Sub are necessary to be performed by it. The execution and authorize their execution, delivery or performance of this Agreement, the Agreement or their consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the Partnership Parties have been duly authorized and approved, by all requisite limited partnership action or limited liability company action, as applicable, of each of the Partnership Partieshereby. This Agreement has been duly executed and delivered by or on behalf of each of the Partnership Parties AMID and Merger Sub, and assuming this Agreement constitutes the valid and legally binding obligation agreement of each Newco and Blackwater, this Agreement constitutes the legal, valid and binding agreement of themAMID and Merger Sub, enforceable against each of the Partnership Parties AMID and Merger Sub in accordance with its terms, except as that such enforcement enforceability (i) may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, fraudulent conveyance or moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ rights and remedies generally and by (ii) is subject to general principles of equity (equity, whether applied considered in a proceeding Proceeding at law or in equity), and any implied covenant of good faith and fair dealing. (b) Each The Board of the Partnership Parties has full limited partnership Directors, at a meeting thereof duly called and held or limited liability company power and authority, as applicable, to execute and deliver each Partnership Ancillary Document to which it is a party, to consummate the transactions contemplated thereby and to perform all of the terms and conditions thereof to be performed by it. The execution and delivery of each of the Partnership Ancillary Documents, the consummation of the transactions contemplated thereby and the performance of all of the terms and conditions thereof to be performed by each of the Partnership Parties which is a party thereto have been duly authorized and approved, by all requisite limited partnership action or limited liability company action, as applicable, of each such party. When executed and delivered by each of the Partnership Parties party thereto, each Partnership Ancillary Document will constitute a valid and legally binding obligation of each of the Partnership Parties that is a party thereto, enforceable against each such Partnership Party written consent in accordance with the DLLCA, (i) determined that this Agreement and the Merger are fair to and in the best interests of Merger Sub and AMID and (ii) submitted this Agreement and the Merger to AMID, as the sole member of American Midstream, LLC, which is the sole member of Merger Sub. (c) AMID GP, in its termsindividual capacity and in its capacity as general partner of AMID, except and in such latter capacity, for and on behalf of AMID, in its capacity as such enforcement may be limited the sole member of Merger Sub, at a meeting duly called and held or by applicable bankruptcywritten consent in accordance with DLLCA, insolvency, reorganization, 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)adopted this Agreement.