Common use of Authority and No Conflicts Clause in Contracts

Authority and No Conflicts. (a) Each of the Enterprise Parties has all requisite partnership or limited liability company power and authority to enter into this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement, subject to the approval of Enterprise MLP's unitholders as described in Section 5.5. The execution and delivery of this Agreement by the Enterprise Parties and the consummation by the Enterprise Parties of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary limited liability company or partnership action and no other limited liability company or partnership proceedings on the part of the Enterprise Parties are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreement other than the approval of Enterprise MLP's unitholders as described in Section 5.5. The affirmative vote of the holders of at least a majority of the outstanding Enterprise Common Units and Enterprise Class B Units, each voting separately as a class, approving the matters described in Section 5.5 is the only vote of the holders of any partnership interests in Enterprise MLP necessary to approve this Agreement and the Merger Transactions. (b) This Agreement has been duly executed and delivered by each of the Enterprise Parties and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency and other applicable Laws affecting creditors' rights generally, and by general principles of equity. (c) As of the Execution Date, each of the Board of Directors of Enterprise GP and the Enterprise Audit and Conflicts Committee at a meeting duly called and held has determined by the unanimous approval of all directors voting (for Enterprise GP and on behalf of Enterprise MLP) that this Agreement and the Merger Transactions are fair to, and in the best interests of, the holders of the Enterprise Common Units and has recommended the Merger Transactions, specifically the items listed in Section 5.5 to be approved at the Enterprise Unitholders' Meeting, for approval by the requisite vote of the holders of Enterprise Common Units, and those recommendations have not been withdrawn, reversed or modified in any material respect. (d) Neither the execution and delivery of this Agreement by any of the Enterprise Parties nor the performance by any of them of their obligations hereunder and the completion of the transactions contemplated by this Agreement, will: (i) conflict with, or violate any provision of, the governing documents of the Enterprise Parties or the Enterprise Partnership Group Entities; (ii) other than (A) satisfying applicable requirements of the El Paso Parent Consent Decree and the HSR Act, (B) the filing of a certificate of merger with respect to the Merger as required by the Delaware Revised Uniform Limited Partnership Act and the Delaware Limited Liability Company Act, filings with the SEC under the Securities Act and the Exchange Act, applicable filings with the NYSE and any filings required or approvals necessary pursuant to any state securities or "blue sky" laws and (C) obtaining or making, as applicable, any other consents, approvals, orders, authorizations, registrations, declarations or filings which, if not obtained or made, could not, individually or in the aggregate, reasonably be expected to have an Enterprise Material Adverse Effect, violate or breach any Laws or Environmental Laws applicable to any of or the Enterprise Partnership Group Entities; (iii) except as set forth on Section 4.2(d)(iii) of the Enterprise Disclosure Letter and other than obtaining or making, as applicable, any other consents, approvals, orders, authorizations, registrations, declarations or filings which, if not obtained or made, could not, individually or in the aggregate, reasonably be expected to have an Enterprise Material Adverse Effect, violate or conflict with or result in the breach of, or constitute a default (or an event that with the giving of notice, the passage of time, or both would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or both) to terminate, accelerate, modify or call any obligations or rights under any credit agreement, note, bond, mortgage, indenture, deed of trust, contract, agreement, lease, license, franchise, permit, concession, easement or other instrument to which any of the Enterprise Parties or the Enterprise Partnership Group Entities is a party or by which any of the Enterprise Partnership Group Entities or their property is bound or subject; or (iv) other than pursuant to the HSR Act and except as could not, individually or in the aggregate, reasonably be expected to have an Enterprise Material Adverse Effect, result in the imposition of any Encumbrance upon or require the sale or give any person the right to acquire any of the assets of any of the Enterprise Partnership Group Entities, or restrict, hinder, impair or limit the ability of any of the Enterprise Parties or the Enterprise Partnership Group Entities to carry on their businesses as and where they are now being carried on.

Authority and No Conflicts. (a) Each of the Enterprise GulfTerra Parties has all requisite partnership or limited liability company power and authority to enter into this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement, subject to the approval of Enterprise GulfTerra MLP's unitholders as described in Section 5.55.4. The execution and delivery of this Agreement by the Enterprise GulfTerra Parties and the consummation by the Enterprise GulfTerra Parties of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary limited liability company or partnership action and no other limited liability company or partnership proceedings on the part of the Enterprise GulfTerra Parties are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreement other than the approval of Enterprise GulfTerra MLP's unitholders as described in Section 5.55.4. The affirmative vote of the holders of at least a majority of the outstanding Enterprise GulfTerra Common Units and Enterprise Class B GulfTerra Series C Units, each voting separately as a class, approving the matters described in Section 5.5 5.4, is the only vote of the holders of any partnership interests in Enterprise GulfTerra MLP necessary to approve this Agreement and the Merger Transactions. (b) This Agreement has been duly executed and delivered by each of the Enterprise GulfTerra Parties and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency and other applicable Laws affecting creditors' rights generally, and by general principles of equity. (c) As of the Execution Date, each of the Board of Directors of Enterprise GulfTerra GP and the Enterprise GulfTerra Audit and Conflicts Committee at a meeting duly called and held has determined by the unanimous approval of all directors voting (for Enterprise GulfTerra GP and on behalf of Enterprise GulfTerra MLP) that this Agreement and the Merger Transactions are fair to, and in the best interests of, the holders of the Enterprise GulfTerra Common Units and GulfTerra Series C Units and has recommended the Merger Transactions, specifically the items listed in Section 5.5 5.4 to be approved at the Enterprise GulfTerra Unitholders' Meeting, for approval by the requisite vote of the holders of Enterprise GulfTerra Common Units and GulfTerra Series C Units, and those recommendations have not been withdrawn, reversed or modified in any material respect. (d) Neither the execution and delivery of this Agreement by any of the Enterprise GulfTerra Parties nor the performance by any of them of their obligations hereunder and the completion of the transactions contemplated by this Agreement, will: (i) conflict with, or violate any provision of, the governing documents of the Enterprise GulfTerra Parties or the Enterprise GulfTerra Partnership Group Entities; (ii) other than (A) satisfying applicable requirements of the El Paso Parent Consent Decree and the HSR Act, (B) the filing of a certificate of merger with respect to the Merger as required by the Delaware Revised Uniform Limited Partnership Act and the Delaware Limited Liability Company Act, filings with the SEC under the Securities Act and the Exchange Act, applicable filings with the NYSE and any filings required or approvals necessary pursuant to any state securities or "blue sky" laws and (C) obtaining or making, as applicable, any other consents, approvals, orders, authorizations, registrations, declarations or filings which, if not obtained or made, could not, individually or in the aggregate, reasonably be expected to have an Enterprise a GulfTerra Material Adverse Effect, violate or breach any Laws or Environmental Laws applicable to any of or the Enterprise GulfTerra Partnership Group Entities; (iii) except as set forth on Section 4.2(d)(iii3.2(d)(iii) of the Enterprise GulfTerra Disclosure Letter and other than obtaining or making, as applicable, any other consents, approvals, orders, authorizations, registrations, declarations or filings which, if not obtained or made, could not, individually or in the aggregate, reasonably be expected to have an Enterprise a GulfTerra Material Adverse Effect, violate or conflict with or result in the breach of, or constitute a default (or an event that with the giving of notice, the passage of time, or both would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or both) to terminate, accelerate, modify or call any obligations or rights under any credit agreement, note, bond, mortgage, indenture, deed of trust, contract, agreement, lease, license, franchise, permit, concession, easement or other instrument to which any of the Enterprise Parties or the Enterprise GulfTerra Partnership Group Entities is a party or by which any of the Enterprise GulfTerra Partnership Group Entities or their property is bound or subject; or (iv) other than pursuant to the HSR Act and except as could not, individually or in the aggregate, reasonably be expected to have an Enterprise a GulfTerra Material Adverse Effect, result in the imposition of any Encumbrance upon or require the sale or give any person the right to acquire any of the assets of any of the Enterprise GulfTerra Partnership Group Entities, or restrict, hinder, impair or limit the ability of any of the Enterprise Parties or the Enterprise GulfTerra Partnership Group Entities to carry on their businesses as and where they are now being carried on.

Authority and No Conflicts. (a) Each of the Enterprise Parties Terasen has all requisite partnership or limited liability company corporate power and authority to enter into execute and deliver this Agreement and the other documents related to the transactions contemplated hereunder and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated by this Agreementhereby, subject to the approval of Enterprise MLPTerasen's unitholders Securityholders and the Court as described provided in Section 5.5this Agreement with respect to the Plan of Arrangement. The execution and delivery of this Agreement and the other documents related to the transactions contemplated hereunder by the Enterprise Parties Terasen and the consummation by the Enterprise Parties Terasen of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary limited liability company or partnership corporate action and no other limited liability company or partnership corporate proceedings on the part of the Enterprise Parties Terasen are necessary to authorize this Agreement and the other documents related to the transactions contemplated hereunder or to consummate the transactions contemplated by this Agreement hereby or thereby other than than, with respect to the Terasen Rights Plan Waiver Resolution, approval of Enterprise MLP's unitholders as described in Section 5.5. The affirmative vote of the holders of at least a majority Terasen Common Shares (other than TMHL in respect of the outstanding Enterprise Common Units Reciprocal Shares) and Enterprise Class B Units, each voting separately as a class, approving with respect to the matters described in Section 5.5 is the only vote completion of the holders Arrangement, the approval of any partnership interests in Enterprise MLP necessary to approve this Agreement the Terasen Securityholders and the Merger TransactionsCourt and the filing of such corporate documents under the BCBCA as are provided for in this Agreement. (b) This Each of this Agreement and the other documents related to the transactions contemplated hereunder has been or will be duly and validly executed and delivered by each of the Enterprise Parties Terasen and constitutes or will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency and other applicable Laws affecting creditors' rights generally, and by general principles of equity. (c) As The board of the Execution Date, each directors of the Board of Directors of Enterprise GP and the Enterprise Audit and Conflicts Committee Terasen at a meeting duly called and held has determined by the unanimous approval of all directors voting (for Enterprise GP and on behalf of Enterprise MLPA) that this Agreement and the Merger Transactions transactions contemplated hereby and the Terasen Resolutions, are fair to, to the Terasen Securityholders and are in the best interests ofof Terasen, (B) to recommend that the Terasen Securityholders vote in favour of the Terasen Resolutions, and (C) to extend, effective from the time this Agreement is executed, the holders "Separation Time" (as defined in the Terasen Rights Plan) as it relates to this Agreement and the transactions contemplated hereby, including the Arrangement, to a time which is the earlier of the Enterprise Common Units Effective Time and has recommended the Merger Transactions, specifically date upon which this Agreement is terminated in accordance with the items listed in Section 5.5 to be approved at the Enterprise Unitholders' Meeting, for approval by the requisite vote terms of the holders of Enterprise Common Units, and those recommendations have not been withdrawn, reversed or modified in any material respectthis Agreement. (d) Neither the execution and delivery of this Agreement and all other documents related to the transactions contemplated hereunder by any of the Enterprise Parties Terasen nor the performance by any it of them of their its obligations hereunder and thereunder and the completion of the transactions contemplated by this Agreementhereby, will: (i) conflict with, or violate any provision of, the governing constating documents of the Enterprise Parties Terasen or the Enterprise Partnership Group any of its subsidiaries or Partially Owned Entities; (ii) other than (A) satisfying applicable requirements of the El Paso Parent Consent Decree and the HSR Act, (B) the filing of a certificate of merger with respect subject to the Merger as required by the Delaware Revised Uniform Limited Partnership Act and the Delaware Limited Liability Company Act, filings with the SEC under the Securities Act and the Exchange Act, applicable filings with the NYSE and any filings required or approvals necessary pursuant to any state securities or "blue sky" laws and (C) obtaining or making, as applicable, any other consents, approvals, orders, authorizations, registrations, declarations or filings which, if not obtained referred to in Section 3.4 being made or made, could not, individually or in the aggregate, reasonably be expected to have an Enterprise Material Adverse Effectobtained, violate or breach any Laws or Environmental Laws applicable to Terasen, any of or its Material Subsidiaries or, to the Enterprise Partnership Group knowledge of Terasen, any of its Partially Owned Entities; (iii) except as set forth on Section 4.2(d)(iii) of subject to the Enterprise Disclosure Letter and other than obtaining or making, as applicable, any other consents, approvals, orders, authorizations, registrations, declarations or filings which, if not obtained referred to in Section 3.4 being made or made, could not, individually or in the aggregate, reasonably be expected to have an Enterprise Material Adverse Effectobtained, violate or conflict with or result in the breach of, or constitute a default (or an event that with the giving of notice, the passage of time, or both would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or both) to terminate, accelerate, modify or call any obligations or rights under any credit agreement, note, bond, mortgage, indenture, deed of trust, contract, agreement, lease, license, franchise, permit, concession, easement or other instrument to which Terasen or any of its Material Subsidiaries or, to the Enterprise Parties or the Enterprise Partnership Group knowledge of Terasen, any of its Partially Owned Entities is a party or by which Terasen or any of its Material Subsidiaries or, to the Enterprise Partnership Group knowledge of Terasen, any of its Partially Owned Entities or its or their property is bound or subject; or (iv) other than pursuant to the HSR Act and except as could not, individually or in the aggregate, reasonably be expected to have an Enterprise Material Adverse Effect, result in the imposition of any Encumbrance encumbrance, charge or Lien upon or require the sale or give any person the right to acquire any of Terasen's assets or the assets of any of its subsidiaries or, to the Enterprise Partnership Group knowledge of Terasen, any of its Partially Owned Entities, or restrict, hinder, impair or limit the ability of Terasen, or any of its subsidiaries or, to the Enterprise Parties or the Enterprise Partnership Group knowledge of Terasen, any of its Partially Owned Entities to carry on their respective businesses as and where they are now being carried onon or as contemplated to be carried on as disclosed by Terasen to Kinder; except in the case of clauses (ii) through (iv) for any of the foregoing that would not, individually or in the aggregate, have a Material Adverse Effect on Terasen or materially impair the ability of Terasen to perform its obligations hereunder or prevent or materially delay the consummation of any of the transactions contemplated hereby.

Authority and No Conflicts. (a) Each of the Enterprise Parties Westcoast has all requisite partnership or limited liability company corporate power and authority to enter into this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated by this Agreementhereby, subject to the approval of Enterprise MLPWestcoast's unitholders Securityholders and the Court as described provided in Section 5.5this Agreement with respect to the Plan of Arrangement. The execution and delivery of this Agreement by the Enterprise Parties Westcoast and the consummation by the Enterprise Parties Westcoast of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary limited liability company or partnership corporate action and no other limited liability company or partnership corporate proceedings on the part of the Enterprise Parties Westcoast are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreement hereby other than than, with respect to the Westcoast Rights Plan Waiver Resolution, approval of Enterprise MLP's unitholders as described in Section 5.5. The affirmative vote of the holders of at least a majority Westcoast Common Shares and with respect to the completion of the outstanding Enterprise Common Units and Enterprise Class B UnitsArrangement, each voting separately as a class, approving the matters described in Section 5.5 is the only vote approval of the holders of any partnership interests in Enterprise MLP necessary to approve this Agreement Westcoast Securityholders and the Merger TransactionsCourt and the filing of such corporate documents under the CBCA as are provided for in this Agreement. (b) This Agreement has been duly executed and delivered by each of the Enterprise Parties Westcoast and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency and other applicable Laws affecting creditors' rights generally, and by general principles of equity. (c) As of the Execution Date, each of the The Board of Directors of Enterprise GP and the Enterprise Audit and Conflicts Committee Westcoast at a meeting duly called and held has determined by the unanimous approval of all directors voting (for Enterprise GP and on behalf of Enterprise MLPA) that this Agreement and the Merger Transactions transactions contemplated hereby, including the Arrangement and the Westcoast Rights Plan Waiver Resolution, are fair to, to the Westcoast Securityholders and are in the best interests of, of Westcoast and (B) to recommend that the holders Westcoast Securityholders vote in favour of the Enterprise Common Units Arrangement and has recommended the Merger Transactions, specifically the items listed in Section 5.5 to be approved at the Enterprise Unitholders' Meeting, for approval by the requisite vote of the holders of Enterprise Common Units, and those recommendations have not been withdrawn, reversed or modified in any material respectWestcoast Rights Plan Waiver Resolution. (d) Neither the execution and delivery of this Agreement by any of the Enterprise Parties Westcoast nor the performance by any it of them of their its obligations hereunder and the completion of the transactions contemplated by this Agreementhereby, will: (i) conflict with, or violate any provision of, the governing documents of the Enterprise Parties Westcoast or the Enterprise Partnership Group any of its subsidiaries or Partially Owned Entities; (ii) other than (A) satisfying applicable requirements of the El Paso Parent Consent Decree and the HSR Act, (B) the filing of a certificate of merger with respect subject to the Merger as required by the Delaware Revised Uniform Limited Partnership Act and the Delaware Limited Liability Company Act, filings with the SEC under the Securities Act and the Exchange Act, applicable filings with the NYSE and any filings required or approvals necessary pursuant to any state securities or "blue sky" laws and (C) obtaining or making, as applicable, any other consents, approvals, orders, authorizations, registrations, declarations or filings which, if not obtained referred to in Section 3.4 being made or made, could not, individually or in the aggregate, reasonably be expected to have an Enterprise Material Adverse Effectobtained, violate or breach any Laws or Environmental Laws applicable to Westcoast, any of or its subsidiaries or, to the Enterprise Partnership Group knowledge of Westcoast, any of its Partially Owned Entities; (iii) except as set forth on Section 4.2(d)(iii) of subject to the Enterprise Disclosure Letter and other than obtaining or making, as applicable, any other consents, approvals, orders, authorizations, registrations, declarations or filings which, if not obtained referred to in Section 3.4 being made or made, could not, individually or in the aggregate, reasonably be expected to have an Enterprise Material Adverse Effectobtained, violate or conflict with or result in the breach of, or constitute a default (or an event that with the giving of notice, the passage of time, or both would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or both) to terminate, accelerate, modify or call any obligations or rights under any credit agreement, note, bond, mortgage, indenture, deed of trust, contract, agreement, lease, license, franchise, permit, concession, easement or other instrument to which Westcoast or any of its subsidiaries or, to the Enterprise Parties or the Enterprise Partnership Group knowledge of Westcoast, any of its Partially Owned Entities is a party or by which Westcoast or any of its subsidiaries or, to the Enterprise Partnership Group knowledge of Westcoast, any of its Partially Owned Entities or its or their property is bound or subject; or (iv) other than pursuant to the HSR Act and except as could not, individually or in the aggregate, reasonably be expected to have an Enterprise Material Adverse Effect, result in the imposition of any Encumbrance encumbrance, charge or lien upon or require the sale or give any person the right to acquire any of Westcoast's assets or the assets of any of its subsidiaries or, to the Enterprise Partnership Group knowledge of Westcoast, any of its Partially Owned Entities, or restrict, hinder, impair or limit the ability of Westcoast, or any of its subsidiaries or, to the Enterprise Parties or the Enterprise Partnership Group knowledge of Westcoast, any of its Partially Owned Entities to carry on their businesses the business of Westcoast, any of its subsidiaries or any of its Partially Owned Entities as and where they are it is now being carried on; except in the case of clauses (ii) through (iv) for any of the foregoing that would not, individually or in the aggregate, have a Material Adverse Effect on Westcoast or materially impair the ability of Westcoast to perform its obligations hereunder or prevent or materially delay the consummation of any of the transactions contemplated hereby.