Common use of Authority; Approval and Fairness Clause in Contracts

Authority; Approval and Fairness. (a) The Company has all requisite power and authority and has taken all action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the Transactions, subject only to (i) approval of this Agreement and the Company Agreement Amendment and (ii) waiver of Section 9.01(a)(v) of the Company Agreement by the affirmative vote of the holders of a majority of the Outstanding Listed Shares entitled to vote (which shall not include Excluded Shares) on such matter at a meeting of holders of Listed Shares of the Company duly called and held for such purpose (clauses (i) and (ii), together, the “Requisite Company Vote”). This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). (b) As of the date of this Agreement, the Special Committee has, acting in good faith, unanimously (i) determined based upon the facts and circumstances it deemed relevant, reasonable or appropriate to its decision, that this Agreement, the Company Agreement Amendment and the Transactions are fair and reasonable to the Company, including the Public Shareholders, (ii) approved this Agreement, the Company Agreement Amendment and the Transactions, on the terms and subject to the conditions set forth in this Agreement, and (iii) recommended that the Company Board approve this Agreement, the Company Agreement Amendment and the Transactions. (c) As of the date of this Agreement, the Company Board, upon the recommendation of the Special Committee, has, acting in good faith, unanimously (i) determined that this Agreement, the Company Agreement Amendment and the Transactions are fair and reasonable to the Company, including the Public Shareholders, (ii) approved this Agreement, the Company Agreement Amendment and the Transactions, on the terms and subject to the conditions set forth in this Agreement, and (iii) resolved to recommend that the holders of Listed Shares approve the Transactions, this Agreement and the Company Agreement Amendment and waive Section 9.05(a)(v) of the Company Agreement and directed that this Agreement be submitted to the holders of Listed Shares of the Company for their approval.

Authority; Approval and Fairness. (a) The Company has Partnership Parties have all requisite power and authority and has have taken all action necessary in order to execute, deliver and perform its their respective obligations under this Agreement and to consummate the Transactions, subject only to (i) approval of this Agreement and the Company Agreement Amendment and (ii) waiver of Section 9.01(a)(v) of the Company Agreement by the affirmative vote of the holders of a majority 66 2⁄3% of the Outstanding Listed Shares Units entitled to vote (which shall not include Excluded Shares) on such matter at a meeting of holders of Listed Shares of the Company duly called and held for such purpose Partnership Unitholders Meeting or any adjournment or postponement thereof (clauses (i) and (ii), together, the “Requisite Company Partnership Vote”). This Agreement has been duly executed and delivered by each of the Company Partnership Parties and constitutes a valid and binding agreement of each of the CompanyPartnership Parties, enforceable against each of the Company Partnership Parties in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). (b) As of the date of this Agreement, the Special Committee has, acting in good faith, unanimously (i) determined based upon the facts and circumstances it deemed relevant, reasonable or appropriate to its decision, that this Agreement, the Company Agreement Amendment and the Transactions are fair and reasonable to the CompanyPartnership, including the Public ShareholdersUnitholders, (ii) approved this Agreement, the Company Agreement Amendment and the Transactions, on the terms and subject to the conditions set forth in this Agreement, and (iii) recommended that the Company Partnership Board approve this Agreement, the Company Agreement Amendment and the Transactions. (c) As of the date of this Agreement, the Company Partnership Board, upon the recommendation of the Special Committee, has, acting in good faith, unanimously (i) determined that this Agreement, the Company Agreement Amendment and the Transactions are fair and reasonable to the CompanyPartnership, including the Public ShareholdersUnitholders, (ii) approved this Agreement and the Transactions, on the terms and subject to the conditions set forth in this Agreement, (iii) recommended that the GP Board approve this Agreement and the Transactions, and (iv) resolved to recommend that the Limited Partners approve the Transactions and this Agreement and directed that this Agreement be submitted to the Limited Partners of the Partnership for their approval. (d) As of the date of this Agreement, the Company GP Board, upon the recommendation of the Partnership Board, has, acting in good faith, unanimously (i) determined that this Agreement Amendment and the Transactions are fair and reasonable to the Partnership, including the Public Unitholders, (ii) approved this Agreement and the Transactions, on the terms and subject to the conditions set forth in this Agreement, and (iii) resolved to recommend that the holders of Listed Shares Limited Partners approve the Transactions, Transactions and this Agreement and the Company Agreement Amendment and waive Section 9.05(a)(v) of the Company Agreement and directed that this Agreement be submitted to the holders of Listed Shares of the Company Limited Partners for their approval.

Authority; Approval and Fairness. (a) The Company has Partnership Parties have all requisite power and authority and has have taken all action necessary in order to execute, deliver and perform its their respective obligations under this Agreement and to consummate the Transactions, Transactions subject only to (i) approval the adoption of this Agreement and the Company Agreement Amendment and (ii) waiver of Section 9.01(a)(v) of the Company Agreement by the affirmative vote or consent of the holders of at least a majority of Unit Majority (as defined in the Outstanding Listed Shares entitled to vote Partnership Agreement) (which shall not include Excluded Shares) on such matter at a meeting of holders of Listed Shares of the Company duly called and held for such purpose (clauses (i) and (ii), together, the “Requisite Company Partnership Vote”). The Requisite Partnership Vote is the only vote or approval of Limited Partners necessary to approve and adopt this Agreement and approve and consummate the Transactions. This Agreement has been duly executed and delivered by each of the Company Partnership Parties and constitutes a valid and binding agreement of each of the CompanyPartnership Parties, enforceable against each of the Company Partnership Parties in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). (b) As of the date of this Agreement, the Special Conflicts Committee of the Partnership Board has, acting in good faith, unanimously (i) determined based upon the facts and circumstances it deemed relevant, reasonable or and appropriate to its decision, including the advice of its legal and financial advisors, that this Agreement, the Company Agreement Amendment and the Transactions are fair and reasonable to to, and in the Companybest interests of, including the Partnership and the Public ShareholdersUnitholders, (ii) approved this Agreement, the Company Agreement Amendment and the Transactions, on the terms and subject to the conditions set forth in this Agreement, which such approval constitutes “Special Approval” for purposes of the Partnership Agreement, and (iii) recommended that the Company Partnership Board approve this Agreement, the Company Agreement Amendment and the Transactions. (c) As of the date of this Agreement, the Company Partnership Board, upon the recommendation of the Special Conflicts Committee, has, acting in good faith, unanimously (i) determined that this Agreement, the Company Agreement Amendment and the Transactions are fair and reasonable to to, and in the Companybest interests of, including the Partnership and the Public ShareholdersUnitholders, (ii) approved this Agreement, the Company Agreement Amendment and the Transactions, on the terms and subject to the conditions set forth in this Agreement, and (iii) resolved to recommend that the holders of Listed Shares Limited Partners approve the Transactions, Transactions and this Agreement and the Company Agreement Amendment and waive Section 9.05(a)(v) of the Company Agreement and directed that this Agreement be submitted to the holders of Listed Shares Limited Partners for their approval by written consent pursuant to Section 14.3(a) of the Company for their approvalPartnership Agreement.