Common use of Authority and Approval Clause in Contracts

Authority and Approval. Each of the SXCP Parties has all requisite limited liability company or limited partnership power and authority to execute and deliver this Agreement, and subject to receipt of the SXCP 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 Agreement by each of the SXCP Parties, and subject to receipt of the SXCP Vote, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the SXCP Parties have been duly authorized and approved by all requisite partnership or limited liability company action on the part of each of the SXCP Parties. At a meeting duly called and held, the SXCP Conflicts Committee (a) determined that this Agreement and the transactions contemplated hereby are in the best interest of SXCP, including the Holders of SXCP Public Units, (b) approved this Agreement and the transactions contemplated hereby, including the Merger (the foregoing constituting SXCP Special Approval), and (c) recommended that the SXCP Board approve this Agreement and the consummation of the transactions contemplated hereby, including the Merger. Upon the receipt of the recommendation of the SXCP Conflicts Committee, at a meeting duly called and held, the SXCP Board (a) determined that this Agreement and the transactions contemplated hereby are in the best interest of SXCP, (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 SXCP Common Units and authorized the Holders of SXCP Common Units to act by written consent pursuant to Section 13.11 of the SXCP Partnership Agreement. Within two (2) Business Days after the Registration Statement becomes effective under the Securities Act (but, for the avoidance of doubt, not until such Registration Statement becomes effective), Parent shall cause SC&C as the record holder and beneficial owner in the aggregate of a majority of the SXCP Common Units outstanding on the date hereof to approve this Agreement and the transactions contemplated hereby, including the Merger. The approval and adoption of this Agreement by the affirmative vote or consent of the Holders of at least a Unit Majority (as defined in the SXCP Partnership Agreement) (the “SXCP Vote”) is the only vote or approval of SXCP Partnership Interests 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 each of the SXCP Parties and constitutes the valid and legally binding obligation of each of the SXCP Parties, enforceable against each of the SXCP 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 civil, criminal, regulatory or administrative actions, suits, claims, hearings, arbitrations, inquiries, subpoenas, investigations or proceedings (“Proceedings”) at law or in equity).

Authority and Approval. Each of the SXCP MLP Parties has all requisite limited liability company or limited partnership power and authority to execute and deliver this Agreement, and subject to receipt of the SXCP MLP 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 Agreement by each of the SXCP MLP Parties, and subject to receipt of the SXCP MLP Vote, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the SXCP MLP Parties have been duly authorized and approved by all requisite partnership or limited liability company action on the part of each of the SXCP MLP Parties. At a meeting duly called and held, the SXCP MLP Conflicts Committee Committee, by unanimous vote, in good faith (a) determined that this Agreement and the transactions contemplated hereby are in the best interest of SXCP, including MLP and the Holders of SXCP MLP Public Units, (b) approved this Agreement and the transactions contemplated hereby, including the Merger (the foregoing constituting SXCP MLP Special Approval), and (c) recommended that resolved to recommend to the SXCP MLP Board approve the approval of this Agreement and the consummation of the transactions contemplated hereby, including the Merger. Upon the receipt of the recommendation of the SXCP MLP Conflicts Committee, at a meeting duly called and held, the SXCP MLP Board (a) determined that this Agreement and the transactions contemplated hereby are in the best interest of SXCPMLP and the Holders of MLP Public Units, (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 SXCP MLP Common Units and authorized the Holders of SXCP MLP Common Units to act by written consent pursuant to Section 13.11 of the SXCP MLP Partnership Agreement. Within two (2) Business Days after the Registration Statement becomes effective under the Securities Act (but, for the avoidance of doubt, not until such Registration Statement becomes effective), Parent shall cause SC&C as the record holder and beneficial owner in the aggregate of a majority of the SXCP Common Units outstanding on the date hereof to approve this Agreement and the transactions contemplated hereby, including the Merger. The approval and adoption of this Agreement by the affirmative vote or consent of the Holders of at least a Unit Majority (as defined in the SXCP MLP Partnership Agreement) (the “SXCP MLP Vote”) is the only vote or approval of SXCP Partnership Interests partnership interests in MLP 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 each of the SXCP MLP Parties and, assuming due authorization, execution and delivery by the Parent Parties, constitutes the valid and legally binding obligation of each of the SXCP MLP Parties, enforceable against each of the SXCP MLP 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 civil, criminal, regulatory or administrative actions, suits, claims, hearings, arbitrations, inquiries, subpoenas, investigations or proceedings (“Proceedings”) a Proceeding at law or in equity).

Authority and Approval. Each of the SXCP Parent Parties has all requisite corporate or limited liability company or limited partnership power and authority to execute and deliver this Agreement, and subject to receipt of the SXCP Vote, 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 in the case of Parent. The execution and delivery of this Agreement by each of the SXCP Parent Parties, and subject to receipt of the SXCP Vote, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the SXCP Parent Parties have been duly authorized and approved by all requisite partnership corporate or limited liability company action on the part of each of the SXCP Parent Parties, subject to obtaining the Parent Stock Issuance Approval in the case of Parent. At a meeting duly called and held, the SXCP Conflicts Committee Parent Board, by unanimous vote, (a) determined that this Agreement and the transactions contemplated hereby hereby, including the Merger and the Parent Stock Issuance, are in the best interest of SXCP, including the Parent and Holders of SXCP Public UnitsParent Common Stock, (b) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger (and the foregoing constituting SXCP Special Approval)Parent Stock Issuance, and (c) recommended that resolved to submit the SXCP Board approve this Agreement and the consummation of the transactions contemplated hereby, including the Merger. Upon the receipt of the recommendation of the SXCP Conflicts Committee, at a meeting duly called and held, the SXCP Board (a) determined that this Agreement and the transactions contemplated hereby are in the best interest of SXCP, (b) approved this Agreement and the transactions contemplated hereby, including the Merger, and (c) directed that this Agreement be submitted Parent Stock Issuance to a vote of Holders of SXCP Common Units Parent’s stockholders and authorized the Holders of SXCP Common Units to act by written consent pursuant to Section 13.11 recommend approval of the SXCP Partnership AgreementParent Stock Issuance. Within two The affirmative vote (2in person or by proxy) Business Days after of the Registration Statement becomes effective under the Securities Act (but, for the avoidance of doubt, not until such Registration Statement becomes effective), Parent shall cause SC&C as the record holder and beneficial owner in the aggregate holders of a majority of the SXCP Common Units outstanding on aggregate voting power present at the date hereof Parent Stockholder Meeting or any adjournment or postponement thereof to approve this Agreement and the transactions contemplated hereby, including the Merger. The approval and adoption of this Agreement by the affirmative vote or consent of the Holders of at least a Unit Majority (as defined in the SXCP Partnership Agreement) Parent Stock Issuance (the “SXCP VoteParent Stock Issuance Approval”) is the only vote or approval of SXCP Partnership Interests the holders of any class or series of the capital stock of Parent necessary to approve and adopt this Agreement 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 each of the SXCP Parent Parties and constitutes the valid and legally binding obligation of each of the SXCP Parent Parties, enforceable against each of the SXCP 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 affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in civil, criminal, regulatory or administrative actions, suits, claims, hearings, arbitrations, inquiries, subpoenas, investigations or proceedings (“Proceedings”) a Proceeding at law or in equity). As of the Execution Date, RRMS Holdings is the record holder and beneficial owner in the aggregate of, and has the right to vote, a majority of the RRMS Common Units outstanding on the date hereof.

Authority and Approval. Each of the SXCP QEPM Parties has all requisite limited liability company or limited partnership power and authority to execute and deliver this Agreement, and subject to receipt of the SXCP 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 by the QEPM Parties of this Agreement by each Agreement, and, in the case of the SXCP PartiesQEPM, and subject to receipt of the SXCP Voteobtaining QEPM Unitholder Approval, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the SXCP QEPM Parties have been duly authorized and approved by all requisite partnership or limited liability company or limited partnership action on the part of each of the SXCP QEPM Parties. At a meeting duly called and held, the SXCP Conflicts Committee (a) determined that this Agreement and the transactions contemplated hereby are in the best interest of SXCP, including the Holders of SXCP Public Units, (b) approved this Agreement and the transactions contemplated hereby, including the Merger (the foregoing constituting SXCP The QEPM Board sought Special Approval), and (c) recommended that the SXCP Board approve this Agreement and the consummation of the transactions contemplated hereby, including the Merger. Upon the receipt of the recommendation of the SXCP Conflicts Committee, at a meeting duly called and held, the SXCP Board (a) determined that this Agreement and the transactions contemplated hereby are in the best interest of SXCP, (b) approved this Agreement and the transactions contemplated hereby, including the Merger, and (c) directed that this Agreement be submitted Approval with respect to a vote of Holders of SXCP Common Units and authorized the Holders of SXCP Common Units to act by written consent pursuant to Section 13.11 of the SXCP Partnership Agreement. Within two (2) Business Days after the Registration Statement becomes effective under the Securities Act (but, for the avoidance of doubt, not until such Registration Statement becomes effective), Parent shall cause SC&C as the record holder and beneficial owner in the aggregate of a majority of the SXCP Common Units outstanding on the date hereof to approve this Agreement and the transactions contemplated hereby, including the Merger. The At a meeting duly called and held, the QEPM Conflicts Committee, by unanimous vote, (a) approved this Agreement, the Support Agreement and the consummation of the transactions contemplated hereby and thereby, including the Merger, which approval was intended to constitute Special Approval (as such term is defined in the QEPM Partnership Agreement), (b) determined in good faith that it is in the best interests of QEPM and adoption the Holders of Non‑affiliated QEPM Common Units and not adverse to the best interests of the Partnership Group (as such term is defined in the QEPM Partnership Agreement) for the Partnership to enter into this Agreement and the Support Agreement and to consummate the transactions contemplated hereby and thereby, including the Merger, (c) recommended the approval of this Agreement, the Support Agreement and the consummation of the transactions contemplated hereby and thereby, including the Merger, by the QEPM Board and (d) subject to QEPM Board approval, recommended the approval of this Agreement and the Merger by the affirmative vote or consent of the Holders of at least Non-affiliated QEPM Common Units. At a Unit Majority meeting duly called and held, the QEPM Board (a) unanimously approved this Agreement, the Support Agreement and the transactions contemplated hereby and thereby, including the Merger, (b) unanimously determined in good faith that it is in the best interest of QEPM and its unitholders and not adverse to the best interests of the Partnership Group (as defined in the SXCP QEPM Partnership Agreement) (the “SXCP Vote”) is the only vote or approval of SXCP Partnership Interests necessary to approve and adopt enter into this Agreement and approve the Support Agreement and to consummate the transactions contemplated by this Agreementhereby and thereby, including the Merger, (c) recommended that the QEPM Limited Partners, including the Holders of Non-affiliated QEPM Common Units, approve this Agreement and the Merger, and (d) directed that this Agreement be submitted to a vote of the QEPM Limited Partners. This Agreement has been duly executed and delivered by each of the SXCP QEPM Parties and constitutes the valid and legally binding obligation of each of the SXCP Partiesthem, enforceable against each of the SXCP QEPM 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 civil, criminal, regulatory or administrative actions, suits, claims, hearings, arbitrations, inquiries, subpoenas, investigations or proceedings (“Proceedings”) a proceeding at law or in equity).

Authority and Approval. Each of the SXCP WPZ Parties has all requisite limited liability company or limited partnership power and authority to execute and deliver this Agreement, and subject to receipt of the SXCP Vote, to consummate the transactions contemplated hereby Agreement and to perform all of the terms and conditions hereof to be performed by it. The execution and delivery of this Agreement by each of the SXCP WPZ Parties, and subject to receipt of the SXCP Vote, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the SXCP WPZ Parties have been duly authorized and approved by all requisite partnership or limited liability company action on the part of each of the SXCP WPZ Parties. At a meeting duly called and held, the SXCP WPZ Conflicts Committee (a) determined that this Agreement and the transactions contemplated hereby are in the best interest of SXCPCommittee, including the Holders of SXCP Public Unitsby unanimous vote, (bi) approved this Agreement and the transactions contemplated hereby, including the termination of the Merger Agreement subject to and conditioned upon the simultaneous effectiveness of the Agreed IDR Waiver (the foregoing constituting SXCP WPZ Special Approval), and (cii) recommended that resolved to approve, and to recommend to the SXCP WPZ Board approve the approval of, this Agreement and the consummation of the transactions contemplated hereby, including the Mergertermination of the Merger Agreement subject to and conditioned upon the simultaneous effectiveness of the Agreed IDR Waiver. Upon the receipt of the recommendation of the SXCP WPZ Conflicts Committee, at a meeting duly called and held, the SXCP Board (a) determined that WPZ Board, by unanimous vote, approved this Agreement and the transactions contemplated hereby are in hereby, including (i) the best interest termination of SXCPthe Merger Agreement subject to and conditioned upon the simultaneous effectiveness of the Agreed IDR Waiver and (ii) the Agreed IDR Waiver. Prior to such approval by the WPZ Conflicts Committee and the WPZ Board, (b) AMV 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 SXCP Common Units and authorized the Holders of SXCP Common Units to act by written consent pursuant to Section 13.11 of the SXCP Partnership AgreementAgreed IDR Waiver. Within two (2) Business Days after the Registration Statement becomes effective under the Securities Act (but, for the avoidance of doubt, not until such Registration Statement becomes effective), Parent shall cause SC&C as the record holder and beneficial owner in the aggregate of a majority of the SXCP Common Units outstanding on the date hereof to approve this This Agreement and the transactions contemplated hereby, including the Merger. The approval and adoption of this Agreement by the affirmative vote or consent of the Holders of at least a Unit Majority (as defined in the SXCP Partnership Agreement) (the “SXCP Vote”) is the only vote or approval of SXCP Partnership Interests necessary to approve and adopt this Agreement and approve and consummate the transactions contemplated by this Agreement, including the Merger. This Agreement has Agreed IDR Waiver have been duly executed and delivered by each of the SXCP WPZ Parties party hereto and constitutes thereto and constitute the valid and legally binding obligation of each of the SXCP PartiesWPZ Parties party hereto and thereto, enforceable against each of the SXCP WPZ Parties party hereto and thereto 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 civil, criminal, regulatory or administrative actions, suits, claims, hearings, arbitrations, inquiries, subpoenas, investigations or proceedings (“Proceedings”) a Proceeding at law or in equity).

Authority and Approval. Each of the SXCP Parent Parties has all requisite corporate or limited liability company or limited partnership power and authority to execute and deliver this Agreement, and subject to receipt of the SXCP Vote, 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 Stockholder Approval in the case of Parent. The execution and delivery of this Agreement by each of the SXCP Parent Parties, and subject to receipt of the SXCP Vote, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the SXCP Parent Parties have been duly authorized and approved by all requisite partnership corporate or limited liability company action on the part of each of the SXCP Parent Parties, subject to obtaining the Parent Stockholder Approval in the case of Parent. At a meeting duly called and held, the SXCP Conflicts Committee Parent Board (a) determined that this Agreement and Agreement, the transactions contemplated hereby are in the best interest of SXCP, including the Holders of SXCP Public Units, (b) approved this Agreement Charter Amendment and the transactions contemplated hereby, including the Merger (the foregoing constituting SXCP Special Approval), and (c) recommended that the SXCP Board approve this Agreement and the consummation of the transactions contemplated herebyParent Stock Issuance, including the Merger. Upon the receipt of the recommendation of the SXCP Conflicts Committee, at a meeting duly called and held, the SXCP Board (a) determined that this Agreement and the transactions contemplated hereby are in the best interest interests of SXCPParent and its stockholders, (b) approved and declared advisable this Agreement Agreement, the Charter Amendment and the transactions contemplated hereby, including the MergerMerger and the Parent Stock Issuance, and (c) directed that this Agreement be submitted resolved to submit the Charter Amendment and the Parent Stock Issuance to a vote of Holders of SXCP Common Units Parent’s stockholders and authorized the Holders of SXCP Common Units to act by written consent pursuant to Section 13.11 recommend adoption of the SXCP Partnership Agreement. Within two Charter Amendment and approval of the Parent Stock Issuance. (2i) Business Days after The affirmative vote (in person or by proxy) of the Registration Statement becomes effective under the Securities Act (but, for the avoidance of doubt, not until such Registration Statement becomes effective), Parent shall cause SC&C as the record holder and beneficial owner in the aggregate holders of a majority of the SXCP Common Units outstanding on aggregate voting power present at the date hereof Parent Stockholder Meeting or any adjournment or postponement thereof to approve this Agreement the Parent Stock Issuance (the “Parent Stock Issuance Approval”) and the transactions contemplated hereby, including the Merger. The approval and adoption of this Agreement by (ii) the affirmative vote (in person or consent by proxy) of the Holders holders of at least a Unit Majority (as defined in majority of the SXCP Partnership Agreement) outstanding shares of Parent Common Stock entitled to vote on the adoption of the Charter Amendment (the “SXCP VoteParent Charter Approval” and, together with the Parent Stock Issuance Approval, the “Parent Stockholder Approval”) is are the only vote votes or approval approvals of SXCP Partnership Interests the holders of any class or series of the capital stock of Parent necessary to approve and the Parent Stock Issuance, adopt this Agreement the Charter Amendment and approve and consummate the transactions contemplated by this Agreement, including the Merger. 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 each of the SXCP Parent Parties and constitutes the valid and legally binding obligation of each of the SXCP Parent Parties, enforceable against each of the SXCP 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 affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in civil, criminal, regulatory or administrative actions, suits, claims, hearings, arbitrations, inquiries, subpoenas, investigations or proceedings (“Proceedings”) a Proceeding at law or in equity).

Authority and Approval. Each of the SXCP WPZ Parties has all requisite limited liability company or limited partnership power and authority to execute and deliver this Agreement, and subject to receipt of the SXCP 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 Agreement by each of the SXCP WPZ Parties, and subject to receipt of the SXCP 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 SXCP WPZ Parties have been duly authorized and approved by all requisite partnership or limited liability company action on the part of each of the SXCP WPZ Parties. At a meeting duly called and held, the SXCP WPZ Conflicts Committee Committee, by unanimous vote, in good faith (a) determined that this Agreement and the transactions contemplated hereby are in the best interest of SXCP, including WPZ and the Holders of SXCP WPZ Public Units, (b) approved this Agreement and the transactions contemplated hereby, including the Merger (the foregoing constituting SXCP WPZ Special Approval), and (c) recommended that resolved to approve, and to recommend to the SXCP WPZ Board approve the approval of, this Agreement and the consummation of the transactions contemplated hereby, including the Merger. Upon the receipt of the recommendation of the SXCP WPZ Conflicts Committee, at a meeting duly called and held, the SXCP Board WPZ Board, by unanimous vote, (a) determined that this Agreement and the transactions contemplated hereby are in the best interest interests of SXCPWPZ, (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 SXCP Common WPZ Units and authorized the Holders of SXCP Common WPZ Units to act by written consent pursuant to Section 13.11 of the SXCP WPZ Partnership Agreement. Within two (2) Business Days after the Registration Statement becomes effective under the Securities Act (but, for the avoidance of doubt, not until such Registration Statement becomes effective), Parent shall cause SC&C as the record holder and beneficial owner in the aggregate of a majority of the SXCP Common Units outstanding on the date hereof to approve this This Agreement and the transactions contemplated hereby, including hereby have been approved by the Mergersole member of the WPZ General Partner. The approval and adoption of this Agreement by the affirmative vote or consent of the Holders of at least a Unit Majority (as defined in the SXCP WPZ Partnership Agreement) (the “SXCP WPZ Vote”) is the only vote or approval of SXCP Partnership Interests partnership interests in WPZ 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 each of the SXCP WPZ Parties and constitutes the valid and legally binding obligation of each of the SXCP WPZ Parties, enforceable against each of the SXCP 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 affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in civil, criminal, regulatory or administrative actions, suits, claims, hearings, arbitrations, inquiries, subpoenas, investigations or proceedings (“Proceedings”) a Proceeding at law or in equity).

Authority and Approval. Each of the SXCP ACMP Parties has all requisite limited liability company or limited partnership power and authority to execute and deliver this Agreement, and subject to receipt of the SXCP Vote, 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 Agreement by each of the SXCP ACMP Parties, and subject to receipt of the SXCP Vote, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the SXCP ACMP Parties have been duly authorized and approved by all requisite partnership or limited liability company action on the part of each of the SXCP ACMP Parties, subject, in the case of the ACMP Partnership Agreement Amendment, to receipt of the ACMP Amendment Vote. At a meeting duly called and held, the SXCP ACMP Conflicts Committee Committee, by unanimous vote, in good faith (a) determined that this Agreement and the transactions contemplated hereby are in the best interest of SXCP, including ACMP and the Holders of SXCP Public UnitsACMP Units who are not Xxxxxxxx Parties, (b) approved this Agreement and the transactions contemplated hereby, including the Merger Transaction Documents and the transactions contemplated thereby on the terms set forth therein (the foregoing constituting SXCP ACMP Special Approval), and (c) recommended that resolved to approve, and to recommend to the SXCP ACMP Board approve the approval of, this Agreement and the consummation of the transactions contemplated hereby, including the MergerTransaction Documents and the transactions contemplated thereby on the terms set forth therein. Upon the receipt of the recommendation of the SXCP ACMP Conflicts Committee, at a meeting duly called and held, the SXCP ACMP Board (a) determined that approved this Agreement and the transactions contemplated hereby are in hereby, including the best interest of SXCPTransaction Documents and the transactions contemplated thereby on the terms set forth therein. Prior to such approval, (b) AMV approved this Agreement and the transactions contemplated hereby, including the Merger, the GP Merger and (c) directed that this the ACMP Partnership Agreement be submitted to a vote of Holders of SXCP Common Units and authorized the Holders of SXCP Common Units to act by written consent pursuant to Section 13.11 Amendment. The adoption of the SXCP ACMP Partnership Agreement. Within two (2) Business Days after the Registration Statement becomes effective under the Securities Act (but, for the avoidance of doubt, not until such Registration Statement becomes effective), Parent shall cause SC&C as the record holder and beneficial owner in the aggregate of a majority of the SXCP Common Units outstanding on the date hereof to approve this Agreement and the transactions contemplated hereby, including the Merger. The approval and adoption of this Agreement Amendment by the affirmative vote or consent of the Holders of at least a Unit Majority (as defined in the SXCP ACMP Partnership Agreement) (the “SXCP ACMP Amendment Vote”) is the only vote or approval of SXCP Partnership Interests partnership interests in ACMP necessary to approve and adopt this the ACMP Partnership Agreement and approve and consummate the transactions contemplated by this Agreement, including the MergerAmendment. This Agreement has been duly executed and delivered by each of the SXCP ACMP Parties and constitutes the valid and legally binding obligation of each of the SXCP ACMP Parties, enforceable against each of the SXCP ACMP 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 civil, criminal, regulatory or administrative actions, suits, claims, hearings, arbitrations, inquiries, subpoenas, investigations or proceedings (“Proceedings”) a Proceeding at law or in equity).

Authority and Approval. Each of the SXCP Parties NNA has all requisite limited liability company or limited partnership power and authority to execute and deliver this Agreement, and subject to receipt of the SXCP Vote, to consummate the transactions contemplated hereby Transactions 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 NNA Stockholders Approval. The execution and delivery of this Agreement by each of the SXCP Parties, and subject to receipt of the SXCP VoteNNA, the consummation of the transactions contemplated hereby Transactions and the performance of all of the terms and conditions hereof to be performed by the SXCP Parties NNA have been duly authorized and approved by all requisite partnership or limited liability company action on the part of each NNA, except that the consummation of the SXCP PartiesMerger is subject to receipt of the NNA Stockholders Approval. At a meeting duly called and held, the SXCP Conflicts Committee NNA Special Committee, by unanimous vote, in good faith (a) determined that this Agreement and the transactions contemplated hereby Transactions are in the best interest interests of SXCP, including NNA and the Holders of SXCP NNA Public UnitsStock, (b) approved this Agreement and the transactions contemplated herebyTransactions, including the Merger (the foregoing constituting SXCP Special Approval)Merger, and (c) recommended that resolved to make the SXCP NNA Special Committee Recommendation and (d) resolved to recommend, and to direct the NNA Board approve to recommend, the approval of this Agreement and the consummation Merger, by the Holders of the transactions contemplated hereby, including the Mergershares of NNA Common Stock. Upon At a meeting duly called and held and upon the receipt of the recommendation of the SXCP Conflicts NNA Special Committee, at a meeting duly called and heldthe NNA Board, the SXCP Board by unanimous vote, (ai) determined that this Agreement and the transactions contemplated hereby Transactions are in the best interest interests of SXCPNNA and the Holders of NNA Public Stock, (bii) approved this Agreement and the transactions contemplated herebyTransactions, including the Merger, and (ciii) directed that this Agreement be submitted to a vote of Holders of SXCP shares of NNA Common Units Stock and authorized made the Holders of SXCP Common Units to act by written consent pursuant to Section 13.11 of the SXCP Partnership Agreement. Within two (2) Business Days after the Registration Statement becomes effective under the Securities Act (but, for the avoidance of doubt, not until such Registration Statement becomes effective), Parent shall cause SC&C as the record holder and beneficial owner in the aggregate of a majority of the SXCP Common Units outstanding on the date hereof to approve this Agreement and the transactions contemplated hereby, including the Merger. The approval and adoption of this Agreement by the affirmative vote or consent of the Holders of at least a Unit Majority (as defined in the SXCP Partnership Agreement) (the “SXCP Vote”) is the only vote or approval of SXCP Partnership Interests necessary to approve and adopt this Agreement and approve and consummate the transactions contemplated by this Agreement, including the MergerNNA Board Recommendation. This Agreement has been duly executed and delivered by each of the SXCP Parties NNA and constitutes the valid and legally binding obligation of each of the SXCP PartiesNNA, enforceable against each of the SXCP Parties NNA 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 civil, criminal, regulatory or administrative actions, suits, claims, hearings, arbitrations, inquiries, subpoenas, investigations or proceedings (“Proceedings”) a Proceeding at law or in equity).

Authority and Approval. Each of the SXCP WPZ Parties has all requisite limited liability company or limited partnership power and authority to execute and deliver this Agreement, and subject to receipt of the SXCP 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 Agreement by each of the SXCP WPZ Parties, and subject to receipt of the SXCP 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 SXCP WPZ Parties have been duly authorized and approved by all requisite partnership or limited liability company action on the part of each of the SXCP WPZ Parties. At a meeting duly called and held, the SXCP WPZ Conflicts Committee Committee, by unanimous vote, in good faith (a) determined that this Agreement and the transactions contemplated hereby are in the best interest of SXCP, including WPZ and the Holders of SXCP WPZ Public Units, (b) approved this Agreement and the transactions contemplated hereby, including the Merger (the foregoing constituting SXCP WPZ Special Approval), and (c) recommended that resolved to approve, and to recommend to the SXCP WPZ Board approve the approval of, this Agreement and the consummation of the transactions contemplated hereby, including the Merger. Upon the receipt of the recommendation of the SXCP WPZ Conflicts Committee, at a meeting duly called and held, the SXCP Board WPZ Board, by unanimous vote, (a) determined that this Agreement and the transactions contemplated hereby are in the best interest of SXCP, (b) approved this Agreement and the transactions contemplated hereby, including the Merger, and (cb) directed that this Agreement be submitted to a vote of Holders of SXCP Common WPZ Units and authorized the Holders of SXCP Common WPZ Units to act by written consent pursuant to Section 13.11 of the SXCP WPZ Partnership Agreement. Within two (2) Business Days after Prior to such approval by the Registration Statement becomes effective under WPZ Conflicts Committee and the Securities Act (butWPZ Board, for the avoidance of doubt, not until such Registration Statement becomes effective), Parent shall cause SC&C as the record holder and beneficial owner in the aggregate of a majority of the SXCP Common Units outstanding on the date hereof to approve AMV approved this Agreement and the transactions contemplated hereby, including the Merger. The approval and adoption of this Agreement by the affirmative vote or consent of the Holders of at least a Unit Majority (as defined in the SXCP WPZ Partnership Agreement) (the “SXCP WPZ Vote”) is the only vote or approval of SXCP Partnership Interests partnership interests in WPZ 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 each of the SXCP WPZ Parties and constitutes the valid and legally binding obligation of each of the SXCP WPZ Parties, enforceable against each of the SXCP 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 affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in civil, criminal, regulatory or administrative actions, suits, claims, hearings, arbitrations, inquiries, subpoenas, investigations or proceedings (“Proceedings”) a Proceeding at law or in equity).

Authority and Approval. Each of the SXCP Parent Parties has all requisite corporate or limited liability company or limited partnership power and authority to execute and deliver this Agreement, and subject to receipt of the SXCP Vote, 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 Stockholder Approval in the case of Parent. The execution and delivery of this Agreement by each of the SXCP Parent Parties, and subject to receipt of the SXCP Vote, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the SXCP Parent Parties have been duly authorized and approved by all requisite partnership corporate or limited liability company action on the part of each of the SXCP Parent Parties, subject to obtaining the Parent Stockholder Approval in the case of Parent. At a meeting duly called and held, the SXCP Conflicts Committee Parent Board, by unanimous vote, (a) determined that this Agreement and Agreement, the transactions contemplated hereby are in the best interest of SXCP, including the Holders of SXCP Public Units, (b) approved this Agreement Charter Amendment and the transactions contemplated hereby, including the Merger (the foregoing constituting SXCP Special Approval), and (c) recommended that the SXCP Board approve this Agreement and the consummation of the transactions contemplated herebyParent Stock Issuance, including the Merger. Upon the receipt of the recommendation of the SXCP Conflicts Committee, at a meeting duly called and held, the SXCP Board (a) determined that this Agreement and the transactions contemplated hereby are in the best interest interests of SXCPParent and its stockholders, (b) approved and declared advisable this Agreement Agreement, the Charter Amendment and the transactions contemplated hereby, including the MergerMerger and the Parent Stock Issuance, and (c) directed that this Agreement be submitted resolved to submit the Charter Amendment and the Parent Stock Issuance to a vote of Holders of SXCP Common Units Parent’s stockholders and authorized the Holders of SXCP Common Units to act by written consent pursuant to Section 13.11 recommend adoption of the SXCP Partnership Agreement. Within two Charter Amendment and approval of the Parent Stock Issuance. (2i) Business Days after The affirmative vote (in person or by proxy) of the Registration Statement becomes effective under the Securities Act (but, for the avoidance of doubt, not until such Registration Statement becomes effective), Parent shall cause SC&C as the record holder and beneficial owner in the aggregate holders of a majority of the SXCP Common Units outstanding on aggregate voting power present at the date hereof Parent Stockholder Meeting or any adjournment or postponement thereof to approve this Agreement the Parent Stock Issuance (the “Parent Stock Issuance Approval”) and the transactions contemplated hereby, including the Merger. The approval and adoption of this Agreement by (ii) the affirmative vote (in person or consent by proxy) of the Holders holders of at least a Unit Majority (as defined in majority of the SXCP Partnership Agreement) outstanding shares of Parent Common Stock entitled to vote on the adoption of the Charter Amendment (the “SXCP VoteParent Charter Approval” and, together with the Parent Stock Issuance Approval, the “Parent Stockholder Approval”) is are the only vote votes or approval approvals of SXCP Partnership Interests the holders of any class or series of the capital stock of Parent necessary to approve and the Parent Stock Issuance, adopt this Agreement the Charter Amendment and approve and consummate the transactions contemplated by this Agreement, including the Merger. This Agreement has been duly executed and delivered by each of the SXCP Parent Parties and constitutes the valid and legally binding obligation of each of the SXCP Parent Parties, enforceable against each of the SXCP 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 affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in civil, criminal, regulatory or administrative actions, suits, claims, hearings, arbitrations, inquiries, subpoenas, investigations or proceedings (“Proceedings”) a Proceeding at law or in equity).