Common use of Authority and Approval Clause in Contracts

Authority and Approval. Each of CST, CST Services and CSTMS has all requisite corporate and limited liability company power and authority, as applicable, to execute and deliver this Agreement, the Fuel Distribution Agreement, the Assignment Agreement 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 CST, CST Services and CSTMS 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 each of CST, CST Services and CSTMS, respectively, have been duly authorized and approved by all requisite entity action of CST, CST Services and CSTMS. Each Transaction Document to which CST, CST Services and CSTMS is or will be a party will constitute, upon execution and delivery by it, its valid and binding obligation, enforceable against 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). This Agreement has been duly executed and delivered by each of CST and CST Services.

Authority and Approval. (a) Each of CST, CST Services SHLX and CSTMS Operating has all requisite corporate full limited partnership power and authority or full limited liability company power and authority, as applicable, to execute and deliver this Agreement, the Fuel Distribution Agreement, the Assignment Agreement 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 obligations hereof or thereof to be performed by it. The execution and delivery by each of CST, CST Services this Agreement and CSTMS of any the other Transaction Document Documents to which it SHLX or Operating 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 obligations hereof and thereof to be performed by each of CST, CST Services SHLX and CSTMS, respectively, Operating have been duly authorized and approved by all requisite entity limited partnership or limited liability company action of CSTSHLX and Operating, CST Services as applicable. (b) This Agreement has been duly executed and CSTMS. Each Transaction Document to which CSTdelivered by or on behalf of SHLX and Operating, CST Services and CSTMS is or will be a party will constitute, upon execution and delivery by it, its constitutes the valid and legally binding obligationobligation of SHLX and Operating, enforceable against it SHLX and Operating in accordance with its terms and, upon the execution of the other Transaction Documents to which SHLX or Operating is a party, such other Transaction Documents will be duly executed and delivered by or on behalf of SHLX and Operating and constitute the valid and legally binding obligation of SHLX and Operating, enforceable against SHLX and Operating in accordance with their terms, except in each case 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). This Agreement has been duly executed and delivered by each of CST and CST Services.

Authority and Approval. (a) Each of CST, CST Services Purchaser has full limited partnership power and CSTMS has all requisite corporate and authority or full limited liability company power and authority, as applicable, to execute and deliver this Agreement, the Fuel Distribution Agreement, the Assignment Agreement 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 obligations hereof or thereof to be performed by it. The execution and delivery by each of CST, CST Services this Agreement and CSTMS of any the other Transaction Document Documents to which it any Purchaser 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 obligations hereof and thereof to be performed by each of CST, CST Services and CSTMS, respectively, the Purchasers have been duly authorized and approved by all requisite entity limited partnership or limited liability company action of CSTeach Purchaser, CST Services as applicable. (b) This Agreement has been duly executed and CSTMS. Each Transaction Document to which CSTdelivered by or on behalf of each of the Purchasers, CST Services and CSTMS is or will be a party will constitute, upon execution and delivery by it, its constitutes the valid and legally binding obligationobligation of each of the Purchasers, enforceable against it each Purchaser in accordance with its terms and, upon the execution of all of the other Transaction Documents to which a Purchaser is a party, such other Transaction Documents will be duly executed and delivered by or on behalf of the applicable Purchaser(s) and constitute the valid and legally binding obligation of the Purchasers, as applicable, enforceable against the Purchasers, as applicable, in accordance with their terms, except in each case 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). This Agreement has been duly executed and delivered by each of CST and CST Services.

Authority and Approval. (a) Each of CSTTEGP, CST Services TE, Merger Sub and CSTMS the General Partner has all requisite corporate and full limited liability company or limited partnership, as applicable, power and authority to execute and deliver this Agreement, and each has full limited liability company or limited partnership power and authority, as applicable, to execute and deliver this Agreementconsummate the Transactions, including the Fuel Distribution Agreement, the Assignment Agreement and each issuance of the other documents New TEGP Class A Shares by TEGP pursuant to Section 2.3(a)(i) and certificates the issuance of TE Units by TE pursuant to be delivered at Closing or contemplated by this Agreement (collectivelySection 2.3(d), 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 obligations hereof or thereof to be performed by it. The execution and delivery by each of CST, CST Services and CSTMS of any Transaction Document to which it is or will be a partythis Agreement, the consummation of the transactions contemplated hereby and thereby Transactions and the performance of all of the terms and conditions obligations hereof and thereof to be performed by each of CSTTEGP, CST Services TE, Merger Sub and CSTMS, respectively, the General Partner have been duly authorized and approved by all requisite entity limited liability company or limited partnership action of CSTTEGP, CST Services TE, Merger Sub and CSTMS. Each Transaction Document to which CSTthe General Partner, CST Services as applicable. (b) This Agreement has been duly executed and CSTMS is delivered by or will be a party will constituteon behalf of each of TEGP, upon execution TE, Merger Sub and delivery by it, its the General Partner and constitutes the valid and legally binding obligationobligation of each of TEGP, TE, Merger Sub and the General Partner, enforceable against it each of TEGP, TE, Merger Sub and the General Partner 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). This . (c) The TEGP Management Board has taken all necessary action so that any Takeover Laws do not, and will not, apply to this Agreement has been duly executed and delivered by each the consummation of CST the Transactions, including the Merger and CST Servicesthe issuance of the New TEGP Class A Shares.

Authority and Approval. Each of CST, CST Services and CSTMS (a) Assignor has all requisite corporate and full limited liability company power and authority, as applicable, authority to execute and deliver this Agreement, the Fuel Distribution Agreement, the Assignment Agreement 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 obligations hereof or thereof to be performed by it. The execution and delivery by each Assignor of CST, CST Services and CSTMS of any Transaction Document to which it is or will be a partythis Agreement, the consummation of the transactions contemplated hereby and thereby and the performance of all of the terms and conditions obligations hereof and thereof to be performed by each of CST, CST Services and CSTMS, respectively, Assignor have been duly authorized and approved by all requisite entity limited liability company action on the part of CSTAssignor. (b) Development has full limited partnership power and authority to execute and deliver this Agreement, CST Services to consummate the transactions contemplated hereby and CSTMSto perform all of the obligations hereof to be performed by it. Each Transaction Document to which CST, CST Services and CSTMS is or will be a party will constitute, upon The execution and delivery by itDevelopment of this Agreement, its the consummation of the transactions contemplated hereby and the performance of all of the obligations hereof to be performed by Development have been duly authorized and approved by all requisite limited partnership action on the part of Development. (c) This Agreement has been duly executed and delivered by Assignor and Development and constitutes the valid and legally binding obligationobligation of each of Assignor and Development, enforceable against 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). This Agreement has been duly executed and delivered by each of CST and CST Services.

Authority and Approval. (a) Each of CST, CST Services SHLX and CSTMS Operating has all requisite corporate full limited partnership power and authority or full limited liability company power and authority, as applicable, to execute and deliver this Agreement, the Fuel Distribution Agreement, the Assignment Agreement 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 obligations hereof or thereof to be performed by it. The execution and delivery by each of CST, CST Services this Agreement and CSTMS of any the other Transaction Document Documents to which it SHLX or Operating 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 obligations hereof and thereof to be performed by each of CST, CST Services SHLX and CSTMS, respectively, Operating have been duly authorized and approved by all requisite entity limited partnership or limited liability company action of CSTSHLX and Operating, CST Services as applicable. (b) This Agreement has been duly executed and CSTMS. Each Transaction Document to which CSTdelivered by or on behalf of each of SHLX and Operating, CST Services and CSTMS is or will be a party will constitute, upon execution and delivery by it, its constitutes the valid and legally binding obligationobligation of SHLX and Operating, enforceable against it each of SHLX and Operating in accordance with its terms and, upon the execution of the other Transaction Documents to which SHLX or Operating is a party, such other Transaction Documents will be duly executed and delivered by or on behalf of SHLX and Operating, as applicable, and constitute the valid and legally binding obligation of SHLX and Operating, as applicable, enforceable against SHLX and Operating, as applicable, in accordance with their terms, except in each case 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). This Agreement has been duly executed and delivered by each of CST and CST Services.