Common use of Authority and Authorization Clause in Contracts

Authority and Authorization. The Partnership has all requisite partnership power and authority to issue, sell and deliver (i) the Units, in accordance with and upon the terms and conditions set forth in this Agreement and the Partnership Agreement and (ii) the Management Units, in accordance with an upon the terms and conditions set forth in the Partnership Agreement and the Contribution Agreement. 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 unitholders, members or partners for the authorization, issuance, sale and delivery of the Units and the Management Units, the execution and delivery of this Agreement and the Partnership Operative Agreements and the consummation of the transactions (including the Transactions) contemplated by this Agreement and the Partnership Operative Agreements, have been validly taken.

Authority and Authorization. The Partnership has all requisite limited partnership power and authority to issue, sell and deliver (i) the Units, in accordance with and upon the terms and conditions set forth in this Agreement and the Partnership Agreement. Each of the Partnership Parties has all requisite limited partnership or limited liability company power and authority, as the case may be, to execute and deliver this Agreement and (ii) the Management Units, in accordance with an upon the terms and conditions set forth in the Partnership Agreement and the Contribution Agreementto perform its respective obligations hereunder. All limited partnership and limited liability company action, as the case may be, required to be taken by any of the Partnership Entities and the General Partner or any of their respective unitholders, members or partners for the authorization, issuance, sale and delivery of the Units and the Management Units, the execution and delivery of this Agreement and by the Partnership Operative Agreements and the consummation by the Partnership of the transactions (including the Transactions) contemplated by this Agreement and the Partnership Operative Agreements, have has been validly taken.;

Authority and Authorization. The Partnership has all requisite partnership power and authority to issue, sell and deliver (i) the Units, in accordance with and upon the terms and conditions set forth in this the Underwriting Agreement and the Partnership Agreement Agreement, and (ii) the Management Units, in accordance with an and upon the terms and conditions set forth in the Partnership Agreement and the Contribution Agreement. All corporate, partnership and limited liability company action, as the case may be, required to be taken by any of the Partnership Entities Alliance Parties or the Alliance MLP Parties or any of their respective unitholders, members or partners for the authorization, issuance, sale and delivery of the Units and the Management Units, the execution and delivery of this Agreement and the Partnership Operative Agreements and the consummation of the transactions (including the Transactions) contemplated by this the Underwriting Agreement and the Partnership Operative Agreements, have has been validly taken.

Authority and Authorization. The Partnership has all requisite partnership power and authority to issue, sell and deliver (i) the Units, in accordance with and upon the terms and conditions set forth in this Agreement and the Partnership Agreement. Each of the Partnership Entities has all requisite right, power and authority to execute and deliver the Underwriting Agreement and (ii) the Management Unitsto perform its respective obligations thereunder. At each time of purchase, in accordance with an upon the terms and conditions set forth in the Partnership Agreement and the Contribution Agreement. All 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 unitholders, members or partners for the authorization, issuance, sale and delivery of the Units and the Management Units, the execution and delivery of this Agreement and the Partnership Operative Agreements and the consummation of the transactions (including the Transactions) contemplated by this Agreement and the Partnership Operative Agreements, shall have been validly taken.

Authority and Authorization. The Partnership has all requisite limited partnership power and authority to issue, sell and deliver (i) the Units, Units in accordance with and upon the terms and conditions set forth in this Agreement and the Partnership Agreement. Each of the Partnership Parties has all requisite limited partnership or limited liability company power and authority to execute and deliver this Agreement and (ii) the Management Unitsto perform its respective obligations hereunder. At each Delivery Date, in accordance with an upon the terms and conditions set forth in the Partnership Agreement and the Contribution Agreement. All all limited partnership and limited liability company action, as the case may be, required to be taken by any of the Partnership Entities Parties or any of their respective unitholders, partners or members or partners for the authorization, issuance, sale and delivery of the Units and the Management Units, the execution and delivery of this Agreement and the Partnership Operative Agreements and the consummation of the transactions (including the Transactions) contemplated by this Agreement and the Partnership Operative AgreementsAgreement, shall have been validly taken.

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

Authority and Authorization. The Partnership 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 (i) the Units, in accordance with and upon the terms and conditions set forth in this Agreement Agreement, the Partnership Agreement, the Registration Statement, the Pre-Pricing Prospectus and the Partnership Agreement and (ii) the Management Units, in accordance with an upon the terms and conditions set forth in the Partnership Agreement and the Contribution AgreementProspectus. All corporate, partnership and limited liability company action, as the case may be, required to be taken by any of the Partnership Entities Partnership, the General Partner, or any of their respective unitholders, members or partners partners, for the authorization, issuance, sale and delivery of the Units and the Management Units, the execution and delivery of this Agreement and the Partnership Operative Agreements and the consummation of the transactions (including the Transactions) contemplated by this Agreement and the Partnership Operative AgreementsAgreement, shall have been validly taken.

Authority and Authorization. The Partnership has all requisite limited partnership power and authority to issue, sell and deliver (i) the Units, in accordance with and upon the terms and conditions set forth in this Agreement, the Partnership Agreement, the Registration Statement and the Time of Sale Prospectus. Each of the Partnership Parties has all requisite right, power and authority to execute and deliver this Agreement and the Partnership Agreement and (ii) the Management Units, in accordance with an upon the terms and conditions set forth in the Partnership Agreement and the Contribution Agreementto perform its respective obligations hereunder. All corporate, 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 unitholderssecurity holders, members or partners for the authorization, issuance, sale and delivery of the Units and the Management Units, the execution and delivery of this Agreement and the Partnership Operative Agreements and the consummation of the transactions (including the Transactions) contemplated by this Agreement and the Partnership Operative Agreements, shall have been validly taken.

Authority and Authorization. The Partnership has all requisite limited partnership power and authority to issue, sell and deliver (i) the Units, in accordance with and upon the terms and conditions set forth in this Agreement Agreement, the Partnership Agreement, the Registration Statement and the Partnership Agreement and (ii) the Management Units, in accordance with an upon the terms and conditions set forth in Time of Sale Prospectus. Each of the Partnership Agreement Parties has all requisite right, power and the Contribution authority to execute and deliver this Agreement, and to perform its respective obligations hereunder. All corporate, 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 unitholderssecurity holders, members or partners for the authorization, issuance, sale and delivery of the Units and the Management Units, the execution and delivery of this Agreement and the Partnership Operative Agreements and the consummation of the transactions (including the Transactions) contemplated by this Agreement and the Partnership Operative Agreements, shall have been validly taken.

Authority and Authorization. Each of the Partnership Parties has all requisite limited partnership or limited liability company 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 (i) the UnitsUnits to the Underwriter, in accordance with and upon the terms and conditions set forth in this Agreement Agreement, the Partnership Agreement, the General Disclosure Package and the Partnership Agreement and (ii) the Management Units, in accordance with an upon the terms and conditions set forth in the Partnership Agreement and the Contribution AgreementProspectus. All corporate, partnership and limited liability company action, as the case may be, required to be taken by any of the Partnership Covered Entities or any of their respective unitholders, members or partners for the authorization, issuance, sale and delivery of the Units and the Management Units, the execution and delivery of this Agreement and the Partnership Operative Agreements and the consummation of the transactions (including the Transactions) contemplated by this Agreement and the Partnership Operative Agreements, have has been validly taken.

Authority and Authorization. The Partnership has all requisite limited partnership power and authority to issue, sell and deliver (i) the Units, in accordance with and upon the terms and conditions set forth in this the Underwriting Agreement and the Partnership Agreement. Each of the Partnership Parties has all requisite limited partnership or limited liability company power and authority, as the case may be, to execute and deliver this Agreement and (ii) the Management Units, in accordance with an upon the terms and conditions set forth in the Partnership Agreement and the Contribution Agreementto perform its respective obligations hereunder. All partnership limited partnership, corporate and limited liability company action, as the case may be, required to be taken by any of the Partnership Entities and the General Partner or any of their respective unitholders, members or partners for the authorization, issuance, sale and delivery of the Units and the Management Units, the execution and delivery of this Agreement and by the Partnership Operative Agreements and the consummation by the Partnership of the transactions (including the Transactions) contemplated by this Agreement and the Partnership Operative Agreements, have has been validly taken.;

Authority and Authorization. The Partnership has all requisite limited partnership power and authority to issue, sell and deliver (i) the Units, Units in accordance with and upon the terms and conditions set forth in this Agreement and the Partnership Agreement. Each of the Partnership Parties has all requisite limited partnership or limited liability company power and authority, as the case may be, to execute and deliver this Agreement and (ii) the Management Unitsto perform its respective obligations hereunder. At each Delivery Date, in accordance with an upon the terms and conditions set forth in the Partnership Agreement and the Contribution Agreement. All all limited partnership and limited liability company action, as the case may be, required to be taken by any of the Partnership Oxford Entities or any of their respective unitholders, members or partners for the authorization, issuance, sale and delivery of the Units and the Management Units, the execution and delivery of this Agreement and the Partnership Operative Agreements and the consummation of the transactions (including the Transactions) contemplated by this Agreement and the Partnership Operative AgreementsAgreement, shall have been validly taken.

Authority and Authorization. The Partnership has all requisite limited partnership power and authority to issue, sell and deliver (i) the Units, Units in accordance with and upon the terms and conditions set forth in this the Underwriting Agreement and the Partnership Agreement. Each of the Partnership Parties has all requisite limited partnership or limited liability company power and authority, as the case may be, to execute and deliver this Agreement and (ii) the Management Units, in accordance with an upon the terms and conditions set forth in the Partnership Agreement and the Contribution Agreementto perform its respective obligations hereunder. All limited partnership and limited liability company action, as the case may be, required to be taken by any of the Partnership Entities and the General Partner or any of their respective unitholders, members or partners for the authorization, issuance, sale and delivery of the Units and the Management Units, the execution and delivery of this Agreement and by the Partnership Operative Agreements and the consummation by the Partnership of the transactions (including the TransactionsTransaction) contemplated by this Agreement and the Partnership Operative Agreements, have 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 obligations hereunder. The Partnership has all requisite partnership power and authority to issue, sell and deliver (i) the Units, Units to the Underwriter in accordance with and upon the terms and conditions set forth in this Agreement Agreement, the Disclosure Package and the Partnership Agreement and (ii) the Management UnitsProspectus. On each Closing Date, in accordance with an upon the terms and conditions set forth in the Partnership Agreement and the Contribution Agreement. All all corporate, 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 unitholderssecurityholders, members or partners partners, as the case may be, for the authorization, issuance, sale and delivery of the Units and the Management Units, the execution and delivery by the Partnership Entities of this Agreement and the Partnership Operative Agreements and the consummation of the transactions (including the Transactions) contemplated by this Agreement and to take place as of or prior to the Partnership Operative AgreementsClosing Date, shall have been validly taken.

Authority and Authorization. Each of the Partnership Parties has all requisite limited partnership, limited liability company or corporate, as applicable, power and authority to execute and deliver the Operative Documents to which it is a party and to perform its obligations thereunder. The Partnership has all requisite limited partnership power and authority to issue, sell and deliver (i) the Units, in accordance with and upon the terms and conditions set forth in this the Purchase Agreement and the Partnership Agreement and (ii) the Management Units, in accordance with an upon the terms and conditions set forth in the Partnership Agreement and the Contribution Agreement. All partnership and limited partnership, limited liability company or corporate action, as the case may beapplicable, required to be taken by any each of the Partnership Entities or any of their respective unitholders, members or partners Parties for the authorization, issuance, sale and delivery of the Units and by the Management UnitsPartnership, the execution and delivery of this Agreement and by the Partnership Parties, as applicable, of the Operative Agreements Documents and the consummation of the transactions (including provided for in the Transactions) contemplated by this Agreement and the Partnership Operative Agreements, have Documents has been validly taken.