Common use of Authority and Authorization Clause in Contracts

Authority and Authorization. Each of the Partnership Parties has all requisite power and authority to execute and deliver this Agreement and perform its respective obligations hereunder. The Partnership has all requisite partnership power and authority to issue, sell and deliver the Units, in accordance with and upon the terms and conditions set forth in this Agreement, the Partnership Agreement, the Registration Statement, and the Pricing Disclosure Package. All partnership and limited liability company action, as the case may be, required to be taken by the Partnership Entities or any of their members or partners for the authorization, issuance, sale and delivery of the Units and the consummation of the transactions contemplated by this Agreement, shall have been validly taken.

Authority and Authorization. Each of the Partnership Parties has all requisite power and authority to execute and deliver this Agreement and perform its respective obligations hereunder. The Partnership has all requisite partnership power and authority to issue, sell and deliver those Units to be issued, sold and delivered by the UnitsPartnership, in accordance with and upon the terms and conditions set forth in this Agreement, Agreement in accordance with and upon the terms and conditions set forth in the Partnership Agreement. At the Closing Time and at each Date of Delivery, the Registration Statementall corporate, and the Pricing Disclosure Package. All partnership and limited liability company actionactions, as the case may be, required to be taken by the Partnership Entities or any of their securityholders, members or partners for the authorization, issuance, sale and delivery of the Units and the consummation of the transactions contemplated by this Agreement, shall Agreement have been validly taken.

Authority and Authorization. Each of the Partnership Parties has all requisite power and authority to execute and deliver this Agreement and perform its respective obligations hereunder. The Partnership has all requisite partnership power and authority to issue, sell and deliver the Units, in accordance with and upon the terms and conditions set forth in this Agreement, the Partnership Agreement, the Registration Statement, Statement and the Pricing Disclosure Package. All partnership and limited liability company action, as the case may be, required to be taken by the Covered Partnership Entities or any of their members or partners for the authorization, issuance, sale and delivery of the Units and the consummation of the transactions contemplated by provided for in this Agreement, shall have Agreement has been validly taken.

Authority and Authorization. Each of the Partnership Parties has all requisite power and authority to execute and deliver this Agreement and perform its respective obligations hereunder. The Partnership has all requisite partnership power and authority to issue, sell and deliver the Units, in accordance with and upon the terms and conditions set forth in this Agreement, the Partnership Agreement, the Registration Statement, Disclosure Package and the Pricing Disclosure PackageFinal Prospectus. All partnership and limited liability company action, as the case may be, required to be taken by the Partnership Entities Parties or any of their members or partners partners, as the case may be, for the authorization, issuance, sale and delivery of the Units Units, and the consummation of the transactions contemplated by this Agreement, Agreement shall have been validly taken.

Authority and Authorization. Each of the Partnership Parties has all requisite power and authority to execute and deliver this Agreement and perform its respective obligations hereunder. The Partnership has all requisite partnership power and authority to issue, sell and deliver the Units, in accordance with and upon the terms and conditions set forth in this Agreement, the Partnership Agreement, the Registration Statement, Statement and the Pricing Disclosure PackageProspectus. All partnership and limited liability company action, as the case may be, required to be taken by the Partnership Entities or any of their members or partners for the authorization, issuance, sale and delivery of the Units and the consummation of the transactions contemplated by this Agreement, Agreement shall have been validly taken.

Authority and Authorization. Each of the Partnership Parties has all requisite power and authority to execute and deliver this Agreement and perform its respective obligations hereunder. The Partnership has all requisite partnership power and authority to issue, sell and deliver the Units, Units to the Underwriters in accordance with and upon the terms and conditions set forth in this Agreement, the Partnership Agreement, the Registration Statement, Disclosure Package and the Pricing Disclosure PackageProspectus. All On each Closing Date, all corporate, partnership and limited liability company action, as the case may be, required to be taken by the Partnership Entities or any of their securityholders, members or partners partners, as the case may be, for the authorization, issuance, sale and delivery of the Units Units, the execution and delivery by the Partnership Entities of this Agreement and the consummation of the transactions contemplated by this AgreementAgreement to take place as of or prior to the Closing Date, shall have been validly taken.

Authority and Authorization. Each of the Partnership Parties has all requisite power and authority to execute and deliver this Agreement and perform its respective obligations hereunder. The Partnership has all requisite partnership power and authority to issue, sell and deliver the Units, in accordance with and upon the terms and conditions set forth in this Agreement, the Partnership Agreement, the Registration Statement, the Disclosure Package and the Pricing Disclosure PackageProspectus. All On each Settlement Date, all corporate, partnership and limited liability company action, as the case may be, required to be taken by the Partnership Entities Parties or any of their members or partners for the authorization, issuance, sale and delivery of the Units Units, the execution and delivery by the Partnership Parties of this Agreement and the consummation of the transactions contemplated by this Agreement, shall have been validly taken.

Authority and Authorization. Each of the Partnership Parties has all requisite power and authority to execute and deliver this Agreement and perform its respective obligations hereunder. The Partnership has all requisite partnership power and authority to issue, sell and deliver the Units, in accordance with and upon the terms and conditions set forth in this Agreement, the Partnership Agreement, the Registration Statement, Statement and the Pricing Disclosure PackageProspectus. All partnership and limited liability company action, as the case may be, required to be taken by the Covered Partnership Entities or any of their members or partners for the authorization, issuance, sale and delivery of the Units and the consummation of the transactions contemplated by provided for in this Agreement, shall have Agreement has been validly taken.

Authority and Authorization. Each of the Partnership Parties has all requisite power and authority to execute and deliver this Agreement and perform its respective obligations hereunder. The Partnership has all requisite partnership power and authority to issue, sell and deliver the Units, in accordance with and upon the terms and conditions set forth in this Agreement, the Partnership Agreement, the Registration Statement, and the Pricing Disclosure PackageProspectus. All partnership and limited liability company action, as the case may be, required to be taken by the Partnership Entities or any of their members or partners for the authorization, issuance, sale and delivery of the Units and the consummation of the transactions contemplated by this Agreement, Agreement shall have been validly taken.

Authority and Authorization. Each of the Partnership Parties has all requisite power and authority to execute and deliver this Agreement and perform its respective obligations hereunder. The Partnership has all requisite partnership power and authority to issue, sell and deliver the Units, Notes in accordance with and upon the terms and conditions set forth in this Agreement, the Partnership Agreement, the Registration Statement, Statement and the Pricing Disclosure Package. All partnership and limited liability company action, as the case may be, required to be taken by the Covered Partnership Entities or any of their members or partners for the authorization, issuance, sale and delivery of the Units Notes and the consummation of the transactions contemplated by provided for in this Agreement, shall have Agreement and the Indenture has been validly taken.

Authority and Authorization. Each of the Partnership Parties has all requisite power and authority to execute and deliver this Agreement and perform its respective obligations hereunderunder this Agreement. The Partnership has all requisite partnership power and authority to issue, sell and deliver the Units, Units in accordance with and upon the terms and conditions set forth in this Agreement, the Partnership Agreement, the Registration Statement, Statement and the Pricing Disclosure PackageProspectus. All At each Settlement Date, all limited partnership and or limited liability company action, as the case may be, required to be taken by each of the Partnership Entities Parties or any of their respective members or partners partners, as the case may be, for the authorization, issuance, sale and delivery of the Units and the consummation of the any transactions contemplated by this Agreement, Agreement shall have been validly taken.

Authority and Authorization. Each of the Partnership Parties has all requisite power and authority to execute and deliver this Agreement and perform its respective obligations hereunder. The Partnership has all requisite partnership power and authority to issue, sell and deliver the Units, in accordance with and upon the terms and conditions set forth in this Agreement, Agreement and the Partnership Agreement. At each Delivery Date, the Registration Statementall corporate, and the Pricing Disclosure Package. All partnership and limited liability company action, as the case may be, required to be taken by any of the Partnership Entities BreitBurn Parties or any of their respective unitholders, stockholders, members or partners for the authorization, issuance, sale and delivery of the Units Units, the execution and delivery of this Agreement, the consummation of the transactions contemplated by this Agreement, Agreement shall have been validly taken.

Authority and Authorization. Each of the Partnership Parties has all requisite power and authority to execute and deliver this Agreement and perform its respective obligations hereunder. The Partnership has all requisite partnership power and authority to issue, sell and deliver the UnitsNotes, in accordance with and upon the terms and conditions set forth in this Agreement, the Partnership Agreement, the Registration Statement, and the Pricing Disclosure Package. All partnership and limited liability company action, as the case may be, required to be taken by the Partnership Entities or any of their members or partners for the authorization, issuance, sale and delivery of the Units Notes and the consummation of the transactions contemplated by this Agreement, Agreement and the Indenture shall have been validly taken.

Authority and Authorization. Each of the Partnership Parties has all requisite power and authority to execute and deliver this Agreement and perform its respective obligations hereunder. The Partnership has all requisite partnership power and authority to issue, sell and deliver the Units, in accordance with and upon the terms and conditions set forth in this Agreement, the Partnership Agreement, the Registration Statement, Statement and the Pricing Disclosure PackageProspectus. All partnership and or limited liability company action, as the case may be, required to be taken by the Covered Partnership Entities or any of their members or partners for the authorization, issuance, sale and delivery of the Units and the consummation of the transactions contemplated by provided for in this Agreement, shall have Agreement has been validly taken.

Authority and Authorization. Each of the Partnership Parties has all requisite power and authority to execute and deliver this Agreement and perform its respective obligations hereunder. The Partnership has all requisite partnership power and authority to issue, sell and deliver the Units, Units in accordance with and upon the terms and conditions set forth in this Agreement, the Partnership Agreement, the Registration Statement, Statement and the Pricing Disclosure PackageProspectus. All partnership and limited liability company action, as the case may be, required to be taken by any of the Partnership Entities or any of their respective members or partners for the authorization, issuance, sale and delivery of the Units and the consummation of the transactions contemplated by this AgreementAgreement have been validly taken or, at each Settlement Date, shall have been validly taken, to the extent required to be taken at such times.