Common use of AUTHORITY APPROVALS Clause in Contracts

AUTHORITY APPROVALS. (a) The execution and delivery of this Agreement by the Partnership, the consummation by the Partnership of each of the transactions and the performance by the Partnership of each of its obligations contemplated hereby have been duly and properly authorized by all necessary partnership action on the part of the Partnership. This Agreement has been duly executed and delivered by the Partnership and, assuming the accuracy of the representations and warranties of the Holder in Section 2 hereof, constitutes the valid and legally binding obligation of the Partnership, enforceable against it in accordance with its terms, subject, (i) as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (ii) to equitable principles of general applicability relating to the availability of specific performance, injunctive relief, or other equitable remedies. (b) The execution and delivery of this Agreement by the Partnership and the consummation of each of the transactions and the performance of each of the obligations contemplated hereby (i) do not conflict with, violate or breach (whether with or without notice or a lapse of time or both), require the consent of any Person to or otherwise result in a material detriment to the Partnership under, (A) its organizational documents or (B) any agreement to which it is a party or by which its assets or property is bound or any law or order applicable to it, in the case of clause (B), which conflicts, violations, breaches or material detriments could reasonably be expected to prevent the consummation of any of the transactions contemplated hereby or have a material adverse effect on the business, properties or condition (financial or otherwise) of the Partnership; and (ii) do not impose any penalty or other onerous condition on the Partnership that could reasonably be expected to prevent the consummation of any of the transactions contemplated hereby. (c) No approval from any Governmental Entity is required with respect to the Partnership in connection with the execution and delivery by the Partnership of this Agreement, the performance by the Partnership of its obligations hereunder or the consummation by the Partnership of the transactions contemplated hereby, except (i) as have been obtained under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “Securities Act”), and as may be required under state securities or blue sky laws in connection with the Public Offering and (ii) for any such approval the failure of which to be made or obtained (A) has not impaired and could not reasonably be expected to impair the ability of the Partnership to perform its obligations under this Agreement in any material respect and (B) could not reasonably be expected to delay, in any material respect, or prevent the consummation of any of the transactions contemplated by this Agreement.

AUTHORITY APPROVALS. (ai) The execution and delivery of this Agreement by the PartnershipHoldings GP, the consummation by the Partnership Holdings GP of each of the transactions and the performance by the Partnership Holdings GP of each of its obligations contemplated hereby have been duly and properly authorized by all necessary partnership limited liability company action on the part of the PartnershipHoldings GP. This Agreement has been duly executed and delivered by the Partnership Holdings GP and, assuming the accuracy of the representations and warranties of the Holder NRGY in Section 2 5 hereof, constitutes the valid and legally binding obligation of the PartnershipHoldings GP, enforceable against it in accordance with its terms, subject, (iA) as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iiB) to equitable principles of general applicability relating to the availability of specific performance, injunctive relief, or other equitable remedies. (bii) The execution and delivery of this Agreement by the Partnership Holdings GP and the consummation of each of the transactions and the performance of each of the obligations contemplated hereby (iA) do not conflict with, violate or breach (whether with or without notice or a lapse of time or both), require the consent of any Person to or otherwise result in a material detriment to the Partnership Holdings GP under, (Ax) its organizational documents or (By) any agreement to which it is a party or by which its assets or property is bound or any law or order applicable to it, in the case of clause (By), which conflicts, violations, breaches or material detriments could reasonably be expected to prevent the consummation of any of the transactions contemplated hereby or have a material adverse effect on the business, properties or condition (financial or otherwise) of the PartnershipHoldings GP; and (iiB) do not impose any penalty or other onerous condition on the Partnership Holdings GP that could reasonably be expected to prevent the consummation of any of the transactions contemplated hereby. (ciii) No approval from any Governmental Entity is required with respect to the Partnership Holdings GP in connection with the execution and delivery by the Partnership Holdings GP of this Agreement, the performance by the Partnership Holdings GP of its obligations hereunder or the consummation by the Partnership Holdings GP of the transactions contemplated hereby, except (i) as have been obtained under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “Securities Act”), and as may be required under state securities or blue sky laws in connection with the Public Offering and (ii) for any such approval the failure of which to be made or obtained (A) has not impaired and could not reasonably be expected to impair the ability of the Partnership Holdings GP to perform its obligations under this Agreement in any material respect and (B) could not reasonably be expected to delay, in any material respect, or prevent the consummation of any of the transactions contemplated by this Agreement.

AUTHORITY APPROVALS. (a) The execution and delivery of this Agreement by the PartnershipHolder, the consummation by the Partnership Holder of each of the transactions and the performance by the Partnership of each Holder of its obligations contemplated hereby have been duly and properly authorized by all necessary partnership limited liability company action on the part of the PartnershipHolder. This Agreement has been duly executed and delivered by the Partnership Holder, and, assuming the accuracy of the representations and warranties of the Holder Partnership in Section 2 3 hereof, constitutes the valid and legally binding obligation of the PartnershipHolder, enforceable against it the Holder in accordance with its terms, subject, (i) as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (ii) to equitable principles of general applicability relating to the availability of specific performance, injunctive relief, or other equitable remedies. (b) The execution and delivery of this Agreement by the Partnership Holder and the consummation of each of the transactions and the performance of each of the obligations contemplated hereby (i) do not conflict with, violate or breach (whether with or without notice or a lapse of time or both), require the consent of any Person to or otherwise result in a material detriment to the Partnership Holder under, (A) its organizational documents or (B) any agreement to which it is a party or by which its assets or property is bound or any law or order applicable to it, in the case of clause (B), which conflicts, violations, breaches or material detriments could reasonably be expected to prevent the consummation of any of the transactions contemplated hereby or have a material adverse effect on the business, properties or condition (financial or otherwise) of the PartnershipHolder; and (ii) do not impose any penalty or other onerous condition on the Partnership Holder that could reasonably be expected to prevent the consummation of any of the transactions contemplated hereby. As used in this Agreement, the term “Person” means a natural person, corporation, limited liability company, venture, partnership, trust, unincorporated organization, association or other entity. (c) No approval from any Governmental Entity is required with respect to the Partnership Holder in connection with the execution and delivery by the Partnership Holder of this Agreement, the performance by the Partnership Holder of its obligations hereunder or the consummation by the Partnership Holder of the transactions contemplated hereby, except (i) as have been obtained under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “Securities Act”), and as may be required under state securities or blue sky laws in connection with the Public Offering and (ii) for any such approval the failure of which to be made or obtained (Ai) has not impaired and could not reasonably be expected to impair the ability of the Partnership Holder to perform its obligations under this Agreement in any material respect respect, and (Bii) could not reasonably be expected to delay, in any material respect, or prevent the consummation of any of the transactions contemplated by this Agreement. As used in this Agreement, the term “Governmental Entity” means any agency, bureau, commission, authority, department, official, political subdivision, tribunal or other instrumentality of any government, whether (i) regulatory, administrative or otherwise; (ii) federal, state or local; or (iii) domestic or foreign.

AUTHORITY APPROVALS. (ai) The execution and delivery of this Agreement by the PartnershipNRGY, the consummation by the Partnership NRGY of each of the transactions and the performance by the Partnership NRGY of each of its obligations contemplated hereby have been duly and properly authorized by all necessary partnership action on the part of the PartnershipNRGY. This Agreement has been duly executed and delivered by the Partnership NRGY and, assuming the accuracy of the representations and warranties of the Holder Holdings GP in Section 2 6 hereof, constitutes the valid and legally binding obligation of the PartnershipNRGY, enforceable against it in accordance with its terms, subject, (iA) as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iiB) to equitable principles of general applicability relating to the availability of specific performance, injunctive relief, or other equitable remedies. (bii) The execution and delivery of this Agreement by the Partnership NRGY and the consummation of each of the transactions and the performance of each of the obligations contemplated hereby (iA) do not conflict with, violate or breach (whether with or without notice or a lapse of time or both), require the consent of any Person to or otherwise result in a material detriment to the Partnership NRGY under, (Ax) its organizational documents or (By) any agreement to which it is a party or by which its assets or property is bound or any law or order applicable to it, in the case of clause (By), which conflicts, violations, breaches or material detriments could reasonably be expected to prevent the consummation of any of the transactions contemplated hereby or have a material adverse effect on the business, properties or condition (financial or otherwise) of the PartnershipNRGY; and (iiB) do not impose any penalty or other onerous condition on the Partnership NRGY that could reasonably be expected to prevent the consummation of any of the transactions contemplated hereby. (ciii) No approval from any Governmental Entity is required with respect to the Partnership NRGY in connection with the execution and delivery by the Partnership NRGY of this Agreement, the performance by the Partnership NRGY of its obligations hereunder or the consummation by the Partnership NRGY of the transactions contemplated hereby, except (i) as have been obtained under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “Securities Act”), and as may be required under state securities or blue sky laws in connection with the Public Offering and (ii) for any such approval the failure of which to be made or obtained (A) has not impaired and could not reasonably be expected to impair the ability of the Partnership NRGY to perform its obligations under this Agreement in any material respect and (B) could not reasonably be expected to delay, in any material respect, or prevent the consummation of any of the transactions contemplated by this Agreement. As used in this Agreement, the term “Governmental Entity” means any agency, bureau, commission, authority, department, official, political subdivision, tribunal or other instrumentality of any government, whether (i) regulatory, administrative or otherwise; (ii) federal, state or local; or (iii) domestic or foreign.

AUTHORITY APPROVALS. (ai) The execution Each of the Purchasers has full power and delivery of authority to enter into this Agreement by and each of the Partnership, the consummation by the Partnership of other Transaction Documents to which he is a party and to consummate each of the transactions and the performance by the Partnership of perform each of its the obligations contemplated hereby have been duly hereof and properly authorized by all necessary partnership action on the part thereof applicable to such Purchaser, (ii) this Agreement and each of the Partnership. This Agreement has other Transaction Documents to which he is a party have been duly executed and delivered by the Partnership him or on his behalf and, assuming the accuracy of the representations and warranties of the Holder Company in Section 2 3.4 hereof, constitutes the valid and legally binding obligation obligations of the Partnershipsuch Purchaser, enforceable against it him in accordance with its their respective terms, subject, (i) subject as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ ' rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (iii) and (ii) to equitable principles of general applicability relating to the availability of specific performance, injunctive relief, or other equitable remedies. (b) The execution and delivery of this Agreement by and the Partnership other Transaction Documents, including the purchase of the Notes does not, and the consummation of each of the transactions and the performance of each of the obligations contemplated hereby (i) do not conflict with, violate or breach (whether and thereby and compliance with or without notice or a lapse of time or both)the terms hereof and thereof will not, require the consent of any other Person, or conflict with or violate any duties owed by Purchasers to any other Person or Law applicable to or otherwise result him in a material detriment to the Partnership under, (A) its organizational documents or (B) any agreement to which it is a party or by which its assets or property is bound or any law or order applicable to it, in the case of clause (B), which conflicts, violations, breaches or material detriments could reasonably be expected to prevent the consummation of any of the transactions contemplated hereby or have a material adverse effect on the business, properties or condition (financial or otherwise) of the Partnership; and (ii) do not impose any penalty or other onerous condition on the Partnership manner that could reasonably be expected to prevent the consummation of any of the transactions contemplated hereby. (c) No approval from any Governmental Entity is required with respect to the Partnership in connection with the execution and delivery by the Partnership of this Agreement, the performance by the Partnership of its obligations hereunder or the consummation by the Partnership of the transactions contemplated hereby, except (i) as have been obtained under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “Securities Act”), and as may be required under state securities or blue sky laws in connection with the Public Offering and (ii) for any such approval the failure of which to be made or obtained (A) has not impaired and could not reasonably be expected to impair the ability of the Partnership Purchaser to perform its his obligations under this Agreement any of the Transaction Documents in any material respect and (B) or could not reasonably be expected to delay, delay in any material respect, respect or prevent the consummation of any of the transaction, or performances of the obligations, contemplated by any of the Transaction Documents. (b) No Approval from any Governmental Entity is required by or with respect to such Purchaser in connection with the execution and delivery by such Purchaser of this Agreement or any other Transaction Document to which he is a party or the consummation by such Purchaser of the transactions contemplated by this Agreementhereby or thereby.

AUTHORITY APPROVALS. (a) (i) The execution and delivery of this Agreement by and the Partnership, other Transaction Documents to which it is a party and the consummation by the Partnership of each purchase of the transactions and the performance Shares to be purchased by the Partnership of each of its obligations contemplated hereby it have been duly and properly authorized by all necessary partnership action on the part of such Investor, (ii) this Agreement and the Partnership. This Agreement has other Transaction Documents to which it is a party have been duly executed and delivered by the Partnership it or on its behalf and, assuming the accuracy of the representations and warranties of the Holder Company in Section 2 3.4 hereof, constitutes constitute the valid and legally binding obligation obligations of the Partnershipsuch Investor, enforceable against it in accordance with its their respective terms, subject, (i) as to enforceability, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (iii) and (ii) to equitable principles of general applicability relating to the availability of specific performance, injunctive relief, or other equitable remedies. (b) The execution and delivery of this Agreement by the Partnership and the consummation of each purchase of the transactions and the performance of each of the obligations contemplated hereby (i) do Shares to be purchased by such Investor does not conflict with, violate or breach (whether with or without notice or a lapse of time or both), require the consent of any Person to or otherwise result in a material detriment to the Partnership under, violate (A) its organizational documents or (B) any material agreement to which it is a party or by to which its assets properties are subject or property is bound (B) assuming the approvals referred to in Section 4.2(b) are duly and timely made or obtained, any law or order Law applicable to itsuch Investor, in the each case of clause (B), which conflicts, violations, breaches or material detriments in a manner that could reasonably be expected to prevent materially hinder or impair the consummation completion of any of the transactions contemplated hereby or have a material adverse effect on the business, properties or condition (financial or otherwise) of the Partnershiphereby; and (iiiv) do the purchase of Shares to be purchased by such Investor does not impose any penalty or other onerous condition on the Partnership such Investor that could reasonably be expected to prevent materially hinder or impact the consummation completion of any of the transactions contemplated hereby. (cb) No approval Approval from any Governmental Entity is required by or with respect to the Partnership such Investor in connection with the execution and delivery by the Partnership such Investor of this Agreement, the performance by the Partnership of its obligations hereunder Agreement or any other Transaction Document to which it is a party or the consummation by the Partnership such Investor of the transactions contemplated herebyhereby or thereby, except (i) as have been obtained under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “Securities Act”), and as may be required under state securities or blue sky laws in connection with the Public Offering and (ii) for any such approval Approval the failure of which to be made or obtained (Ai) has not impaired and could not reasonably be expected to impair the ability of the Partnership such Investor to perform its obligations under this Agreement any of the Transaction Documents in any material respect and (Bii) could not reasonably be expected to delay, delay in any material respect, respect or prevent the consummation of any of the transactions contemplated by this Agreementany of the Transaction Documents.

AUTHORITY APPROVALS. (a) The execution and delivery of this Agreement by the Partnership, the consummation by the Partnership of each of the transactions and the performance by the Partnership of each of its obligations contemplated hereby have been duly and properly authorized by all necessary partnership action on the part of the Partnership. This Agreement has been duly executed and delivered by the Partnership and, assuming the accuracy of the representations and warranties of the Holder in Section 2 hereof, constitutes the valid and legally binding obligation of the Partnership, enforceable against it in accordance with its terms, subject, (i) as to enforceability, to bankruptcy, insolvency, ; reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (ii) to equitable principles of general applicability relating to the availability of specific performance, injunctive relief, or other equitable remedies. (b) The execution and delivery of this Agreement by the Partnership and the consummation of each of the transactions and the performance of each of the obligations contemplated hereby (i) do not conflict Conflict with, violate or breach (whether with or without notice or a lapse of time or both), require the consent of any Person to or otherwise result in a material detriment to the Partnership under, (A) its organizational documents or (B) any agreement to which it is a party or by which its assets or property is bound or any law or order applicable to it, in the case of clause (B), which conflicts, violations, breaches or material detriments could reasonably be expected to prevent the consummation of any of the transactions contemplated hereby or have a material adverse effect on the business, properties or condition (financial or otherwise) of the Partnership; and (ii) do not impose any penalty or other onerous condition on On the Partnership that could reasonably be expected to prevent the consummation of any of the transactions contemplated hereby. (c) No approval from any Governmental Entity is required with respect to the Partnership in connection Connection with the execution and delivery by the Partnership of this Agreement, the performance by the Partnership of its obligations hereunder or the consummation by the Partnership of the transactions contemplated hereby, except (i) as have been obtained under the Securities Act of 1933, as amended, and the rules and regulations regulations, of the Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “Securities Act”), ; and as may be required under state securities or blue sky laws in connection with the Public Offering and (ii) for any such approval the failure of which to be made or obtained (A) has not impaired and could not reasonably be expected to impair the ability of the Partnership to perform its obligations under this Agreement in any material respect and (B) could not reasonably be expected to delay, in any material respect, or prevent the consummation of any of the transactions contemplated by this Agreement.

AUTHORITY APPROVALS. (a) The execution and delivery of this Agreement by the PartnershipHolder, the consummation by the Partnership Holder of each of the transactions and the performance by the Partnership Holder of each of its obligations contemplated hereby have been duly and properly authorized by all necessary partnership corporate action on the part of Holder, and the Partnershipconsummation of the transactions contemplated hereby are within its powers and have been duly authorized by all necessary corporate action on its part. This Agreement has been duly executed and delivered by the Partnership Holder, and, assuming the accuracy of the representations and warranties of the Holder Company in Section 2 3 hereof, constitutes the valid and legally binding obligation of the PartnershipHolder, enforceable against it in accordance with its terms, subject, (i) as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ ' rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (ii) to equitable principles of general applicability relating to the availability of specific performance, injunctive relief, or other equitable remedies). (b) The execution and delivery of this Agreement by the Partnership Holder and the consummation of each of the transactions and the performance of each of the obligations contemplated hereby (i) do not conflict with, with or violate or breach (whether with or without notice or a lapse of time or both), require the consent of any Person to or otherwise result in a material detriment to the Partnership under, (A) Holder under its organizational documents or (B) any agreement to which it is a party or by which its assets or property is bound or any law or order applicable to it, in the each case of clause (B), which conflicts, violations, breaches or material detriments in a manner that could reasonably be expected to prevent materially hinder or impair the consummation completion of any of the transactions contemplated hereby or have a material adverse effect on the business, properties or properties, condition (financial or otherwise) ), liabilities or prospects of the PartnershipHolder; and (ii) do not impose any penalty or other onerous condition on the Partnership Holder that could reasonably be expected to prevent materially hinder or impact the consummation completion of any of the transactions contemplated hereby. As used herein, the term "Person" means a natural person, corporation, limited liability company, venture, partnership, trust, unincorporated organization, association or other entity. (c) No approval from any Governmental Entity is required by or with respect to the Partnership Holder in connection with the execution and delivery by the Partnership Holder of this Agreement, the performance by the Partnership of its obligations hereunder Agreement or the consummation by the Partnership Holder of the transactions contemplated hereby, except (i) as have been obtained under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “Securities Act”), and as may be required under state securities or blue sky laws in connection with the Public Offering and (ii) for any such approval the failure of which to be made or obtained (Ai) has not impaired and could not reasonably be expected to impair the ability of the Partnership Holder to perform its obligations under this Agreement in any material respect and (Bii) could not reasonably be expected to delay, delay in any material respect, respect or prevent the consummation of any of the transactions contemplated by this Agreement. As used herein, the term "Governmental Entity" means any agency, bureau, commission, authority, department, official, political subdivision, tribunal or other instrumentality of any government, whether (i) regulatory, administrative or otherwise; (ii) federal, state or local or (iii) domestic or foreign.

AUTHORITY APPROVALS. (a) The execution and delivery of this Agreement by the PartnershipCompany, the consummation by the Partnership Company of each of the transactions and the performance by the Partnership Company of each of its obligations contemplated hereby have been duly and properly authorized by all necessary partnership corporate action on the part of the PartnershipCompany, and the consummation of the transactions contemplated hereby are within its powers and have been duly authorized by all necessary corporate action on its part. This Agreement has been duly executed and delivered by the Partnership it and, assuming the accuracy of the representations and warranties of the each Holder in Section 2 hereof, constitutes the valid and legally binding obligation of the PartnershipCompany, enforceable against it in accordance with its terms, subject, (i) as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ ' rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (ii) to equitable principles of general applicability relating to the availability of specific performance, injunctive relief, or other equitable remedies). (b) The execution and delivery of this Agreement by the Partnership Company and the consummation of each of the transactions and the performance of each of the obligations contemplated hereby (i) do not conflict with, with or violate or breach (whether with or without notice or a lapse of time or both), require the consent of any Person to or otherwise result in a material detriment to the Partnership under, (A) Company under its organizational documents or (B) any agreement to which it is a party or by which its assets or property is bound or any law or order applicable to it, in the each case of clause (B), which conflicts, violations, breaches or material detriments in a manner that could reasonably be expected to prevent materially hinder or impair the consummation completion of any of the transactions contemplated hereby or have a material adverse effect on the business, properties or properties, condition (financial or otherwise) ), liabilities or prospects of the PartnershipCompany; and (ii) do not impose any penalty or other onerous condition on the Partnership Company that could reasonably be expected to prevent materially hinder or impact the consummation completion of any of the transactions contemplated hereby. (c) No approval from any Governmental Entity is required by or with respect to the Partnership Company in connection with the execution and delivery by the Partnership Company of this Agreement, the performance by the Partnership of its obligations hereunder Agreement or the consummation by the Partnership Company of the transactions contemplated hereby, except (i) as have been obtained under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “Securities Act”), and as may be required under state securities or blue sky laws in connection with the Public Offering and (ii) for any such approval the failure of which to be made or obtained (Ai) has not impaired and could not reasonably be expected to impair the ability of the Partnership Company to perform its obligations under this Agreement in any material respect and (Bii) could not reasonably be expected to delay, delay in any material respect, respect or prevent the consummation of any of the transactions contemplated by this Agreement.

AUTHORITY APPROVALS. (a) (i) The execution and delivery of this Agreement by and the Partnership, other Transaction Documents to which it is a party and the consummation by the Partnership of each purchase of the transactions and the performance Shares to be purchased by the Partnership of each of its obligations contemplated hereby it have been duly and properly authorized by all necessary partnership action on the part of Purchaser, (ii) this Agreement and the Partnership. This Agreement has other Transaction Documents to which it is a party have been duly executed and delivered by the Partnership it or on its behalf and, assuming the accuracy of the representations and warranties of the Holder Company in Section 2 3.4 hereof, constitutes constitute the valid and legally binding obligation obligations of the PartnershipPurchaser, enforceable against it in accordance with its their respective terms, subject, (i) as to enforceability, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ ' rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (iii) and (ii) to equitable principles of general applicability relating to the availability of specific performance, injunctive relief, or other equitable remedies. (b) The execution and delivery of this Agreement by the Partnership and the consummation of each purchase of the transactions and the performance of each of the obligations contemplated hereby (i) do Shares to be purchased by it does not conflict with, violate or breach (whether with or without notice or a lapse of time or both), require the consent of any Person to or otherwise result in a material detriment to the Partnership under, violate (A1) its organizational documents or (B) any other material agreement to which it is a party or by to which its assets properties are subject or property is bound (2) assuming the approvals referred to in Section 4.2(b) are duly and timely made or obtained, any law or order Law applicable to it, in the each case of clause (B), which conflicts, violations, breaches or material detriments in a manner that could reasonably be expected to prevent materially hinder or impair the consummation completion of any of the transactions contemplated hereby or have a material adverse effect on the business, properties or condition (financial or otherwise) of the Partnershiphereby; and (iiiv) do the purchase of Shares to be purchased by it does not impose any penalty or other onerous condition on the Partnership Purchaser that could reasonably be expected to prevent materially hinder or impact the consummation completion of any of the transactions contemplated hereby. (cb) No approval Approval from any Governmental Entity is required by or with respect to the Partnership Purchaser in connection with the execution and delivery by the Partnership Purchaser of this Agreement, the performance by the Partnership of its obligations hereunder Agreement or any other Transaction Document to which it is a party or the consummation by the Partnership Purchaser of the transactions contemplated herebyhereby or thereby, except for: (iA) as have been obtained the filing of a notification report by Purchaser under the Securities Act of 1933, as amendedHSR Act, and the rules and regulations expiration or termination of the Securities applicable waiting period with respect thereto (which filing and Exchange Commission (expiration or termination are not required for the “Commission”) thereunder (collectively, the “Securities Act”Initial Closing), and as may be required under state securities or blue sky laws in connection with the Public Offering ; and (iiB) for any such approval Approval the failure of which to be made or obtained (A1) has not impaired and could not reasonably be expected to impair the ability of the Partnership Purchaser to perform its obligations under this Agreement any of the Transaction Documents in any material respect and (B2) could not reasonably be expected to delay, delay in any material respect, respect or prevent the consummation of any of the transactions contemplated by this Agreementany of the Transaction Documents.

AUTHORITY APPROVALS. (a) The execution and delivery of this Agreement by the PartnershipHolder, the consummation by the Partnership Holder of each of the transactions and the performance by the Partnership of each Holder of its obligations contemplated hereby have been duly and properly authorized by all necessary partnership limited liability company action on the part of the PartnershipHolder. This Agreement has been duly executed and delivered by the Partnership Holder, and, assuming the accuracy of the representations and warranties of the Holder Partnership in Section 2 3 hereof, constitutes the valid and legally binding obligation of the PartnershipHolder, enforceable against it the Holder in accordance with its terms, subject, (i) as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (ii) to equitable principles of general applicability relating to the availability of specific performance, injunctive relief, or other equitable remedies. (b) The execution and delivery of this Agreement by the Partnership Holder and the consummation Consummation of each of the transactions and the performance of each of the obligations contemplated hereby (i) do not conflict with, violate or breach (whether with or without notice or a lapse of time or both), require the consent of any Person to or otherwise result in a material detriment to the Partnership Holder under, (A) its organizational documents or (B) any agreement to which it is a party or by which its assets or property is bound or any law or order applicable to it, in the case of clause (B), which conflicts, violations, breaches or material detriments could reasonably be expected to prevent the consummation of any of the transactions contemplated hereby or have a material adverse effect on the business, properties or condition (financial or otherwise) of the PartnershipHolder; and (ii) do not impose any penalty or other onerous condition on the Partnership Holder that could reasonably be expected to prevent the consummation of any of the transactions transactions, contemplated hereby. (c) No approval from any Governmental Entity is required with respect to the Partnership . As used in connection with the execution and delivery by the Partnership of this Agreement, the performance by the Partnership of its obligations hereunder term “Person” means a natural person, corporation, limited liability company, venture, partnership, trust, unincorporated organization, association or the consummation by the Partnership of the transactions contemplated hereby, except (i) as have been obtained under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “Securities Act”), and as may be required under state securities or blue sky laws in connection with the Public Offering and (ii) for any such approval the failure of which to be made or obtained (A) has not impaired and could not reasonably be expected to impair the ability of the Partnership to perform its obligations under this Agreement in any material respect and (B) could not reasonably be expected to delay, in any material respect, or prevent the consummation of any of the transactions contemplated by this Agreementother entity.

AUTHORITY APPROVALS. (a) The execution and delivery of this Agreement by the Partnership, the consummation by the Partnership of each of the transactions and the performance by the Partnership of each of its obligations contemplated hereby have been duly and properly authorized by all necessary partnership action on the part of the Partnership. This Agreement has been duly executed and delivered by the Partnership it and, assuming the accuracy of the representations and warranties of the Holder in Section 2 hereof, constitutes the valid and legally binding obligation of the Partnership, enforceable against it in accordance with its terms, subject, (i) as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ ' rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (ii) to equitable principles of general applicability relating to the availability of specific performance, injunctive relief, or other equitable remedies. (b) The execution and delivery of this Agreement by the Partnership and the consummation of each of the transactions and the performance of each of the obligations contemplated hereby (i) do not conflict with, with or violate or breach (whether with or without notice or a lapse of time or both), require the consent of any Person to or otherwise result in a material detriment to the Partnership under, (A) under its organizational documents or (B) any agreement to which it is a party or by which its assets or property is bound or any law or order applicable to it, in the each case of clause (B), which conflicts, violations, breaches or material detriments in a manner that could reasonably be expected to prevent materially hinder or impair the consummation completion of any of the transactions contemplated hereby or have a material adverse effect on the business, properties or properties, condition (financial or otherwise) ), liabilities or prospects of the Partnership; and (ii) do not impose any penalty or other onerous condition on the Partnership that could reasonably be expected to prevent materially hinder or impact the consummation completion of any of the transactions contemplated hereby. (c) No approval from any Governmental Entity is required by or with respect to the Partnership in connection with the execution and delivery by the Partnership of this Agreement, the performance by the Partnership of its obligations hereunder or the consummation by the Partnership of the transactions contemplated hereby, except (i) as have been obtained under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the “"Commission”") thereunder (collectively, the “"Securities Act”"), and as may be required under state securities or blue sky laws in connection with the Public Offering and (ii) for any such approval the failure of which to be made or obtained (Ax) has not impaired and could not reasonably be expected to impair the ability of the Partnership to perform its obligations under this Agreement in any material respect and (By) could not reasonably be expected to delay, delay in any material respect, respect or prevent the consummation of any of the transactions contemplated by this Agreement.

AUTHORITY APPROVALS. (a) The execution and delivery of this Agreement by the Partnership, the consummation by the Partnership of each of the transactions and the performance by the Partnership of each of its obligations contemplated hereby have been duly and properly authorized by all necessary partnership action on the part of the Partnership. This Agreement has been duly executed and delivered by the Partnership and, assuming the accuracy of the representations and warranties of the Holder in Section 2 hereof, constitutes the valid and legally binding obligation of the Partnership, enforceable against it in accordance with its terms, subject, (i) as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ ' rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (ii) to equitable principles of general applicability relating to the availability of specific performance, injunctive relief, or other equitable remedies. (b) The execution and delivery of this Agreement by the Partnership and the consummation of each of the transactions and the performance of each of the obligations contemplated hereby (i) do not conflict with, violate or breach (whether with or without notice or a lapse of time or both), require the consent of any Person to or otherwise result in a material detriment to the Partnership under, (A) its organizational documents or (B) any agreement to which it is a party or by which its assets or property is bound or any law or order applicable to it, in the case of clause (B), which conflicts, violations, breaches or material detriments could reasonably be expected to prevent the consummation of any of the transactions contemplated hereby or have a material adverse effect on the business, properties or condition (financial or otherwise) of the Partnership; and (ii) do not impose any penalty or other onerous condition on the Partnership that could reasonably be expected to prevent the consummation of any of the transactions contemplated hereby. (c) No approval from any Governmental Entity is required with respect to the Partnership in connection with the execution and delivery by the Partnership of this Agreement, the performance by the Partnership of its obligations hereunder or the consummation by the Partnership of the transactions contemplated hereby, except (i) as have been obtained under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the “"Commission”") thereunder (collectively, the “"Securities Act”"), and as may be required under state securities or blue sky laws in connection with the Public Offering and (ii) for any such approval the failure of which to be made or obtained (A) has not impaired and could not reasonably be expected to impair the ability of the Partnership to perform its obligations under this Agreement in any material respect and (B) could not reasonably be expected to delay, in any material respect, or prevent the consummation of any of the transactions contemplated by this Agreement.

AUTHORITY APPROVALS. (i) Purchaser represents and warrants to the Company that (a) The the execution and delivery of this Agreement by and the Partnership, other Transaction Documents to which it is a party and the consummation by the Partnership of each purchase of the transactions and the performance Shares to be purchased by the Partnership of each of its obligations contemplated hereby it have been duly and properly authorized by all necessary partnership action on authorized, (b) this Agreement and the part of the Partnership. This Agreement has other Transaction Documents to which it is a party have been duly executed and delivered by the Partnership it or on its behalf and, assuming the accuracy of the representations and warranties of the Holder Company in Section 2 3.1(d) hereof, constitutes constitute the valid and legally binding obligation obligations of the PartnershipPurchaser, enforceable against it in accordance with its their respective terms, subject, (i) as to enforceability, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ ' rights generally and to general principles of equity equity; (regardless c) the purchase of whether such enforceability is considered the Shares to be purchased by it does not conflict with or violate (1) its partnership agreement or (2) any law applicable to it in a proceeding in equity manner that could materially hinder or at law) and (ii) to equitable principles of general applicability relating to impair the availability of specific performance, injunctive relief, or other equitable remedies. (b) The execution and delivery of this Agreement by the Partnership and the consummation of each of the transactions and the performance of each of the obligations contemplated hereby (i) do not conflict with, violate or breach (whether with or without notice or a lapse of time or both), require the consent of any Person to or otherwise result in a material detriment to the Partnership under, (A) its organizational documents or (B) any agreement to which it is a party or by which its assets or property is bound or any law or order applicable to it, in the case of clause (B), which conflicts, violations, breaches or material detriments could reasonably be expected to prevent the consummation completion of any of the transactions contemplated hereby or have a material adverse effect on the business, properties or condition (financial or otherwise) of the Partnershiphereby; and (iid) do the purchase of Shares to be purchased by it does not impose any penalty or other onerous condition on the Partnership Purchaser that could reasonably be expected to prevent materially hinder or impact the consummation completion of any of the transactions contemplated hereby. (cii) No approval Approval from any Governmental Entity is required by or with respect to the Partnership Purchaser in connection with the execution and delivery by the Partnership Purchaser of this Agreement, the performance by the Partnership of its obligations hereunder Agreement or any other Transaction Document to which it is a party or the consummation by the Partnership Purchaser of the transactions contemplated herebyhereby or thereby, except for: (iC) as have been obtained if applicable, the filing of a notification report by Purchaser under the Securities Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 19331976, as amendedamended (the "HSR Act"), and the rules and regulations expiration or termination of the Securities and Exchange Commission applicable -------- waiting period with respect thereto; (the “Commission”D) thereunder (collectively, the “Securities Act”), and such Approvals as may be required under state securities by any foreign securities, corporate or blue sky laws in connection with the Public Offering other Laws; and (iiE) for any such approval Approval the failure of which to be made or obtained (A1) has not impaired and could not reasonably be expected to impair the ability of the Partnership Purchaser to perform its obligations under this Agreement any of the Transaction Documents in any material respect and or (B2) could not reasonably be expected to delay, delay in any material respect, respect or prevent the consummation of any of the transactions contemplated by this Agreementany of the Transaction Documents.

AUTHORITY APPROVALS. (a) The execution and delivery of this Agreement by the PartnershipHolder, the consummation by the Partnership Holder of each of the transactions and the performance by the Partnership Holder of each of its obligations contemplated hereby have been duly and properly authorized by all necessary partnership corporate action on the part of the PartnershipHolder. This Agreement has been duly executed and delivered by the Partnership Holder, and, assuming the accuracy of the representations and warranties of the Holder Partnership in Section 2 3 hereof, constitutes the valid and legally binding obligation of the PartnershipHolder, enforceable against it in accordance with its terms, subject, (i) as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ ' rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (ii) to equitable principles of general applicability relating to the availability of specific performance, injunctive relief, or other equitable remedies. (b) The execution and delivery of this Agreement by the Partnership Holder and the consummation of each of the transactions and the performance of each of the obligations contemplated hereby (i) do not conflict with, with or violate or breach (whether with or without notice or a lapse of time or both), require the consent of any Person to or otherwise result in a material detriment to the Partnership Holder under, (A) its organizational documents or (B) any agreement to which it is a party or by which its assets or property is bound or any law or order applicable to it, in the each case of clause (B), which conflicts, violations, breaches or material detriments in a manner that could reasonably be expected to prevent materially hinder or impair the consummation completion of any of the transactions contemplated hereby or have a material adverse effect on the business, properties or properties, condition (financial or otherwise) ), liabilities or prospects of the PartnershipHolder; and (ii) do not impose any penalty or other onerous condition on the Partnership Holder that could reasonably be expected to prevent materially hinder or impact the consummation completion of any of the transactions contemplated hereby. As used herein, the term "Person" means a natural person, corporation, limited liability company, venture, partnership, trust, unincorporated organization, association or other entity. (c) No approval from any Governmental Entity is required with respect to the Partnership Holder in connection with the execution and delivery by the Partnership Holder of this Agreement, the performance by the Partnership Holder of its obligations hereunder or the consummation by the Partnership Holder of the transactions contemplated hereby, except (i) as have been obtained under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “Securities Act”), and as may be required under state securities or blue sky laws in connection with the Public Offering and (ii) for any such approval the failure of which to be made or obtained (Ai) has not impaired and could not reasonably be expected to impair the ability of the Partnership Holder to perform its obligations under this Agreement in any material respect and (Bii) could not reasonably be expected to delay, delay in any material respect, respect or prevent the consummation of any of the transactions contemplated by this Agreement. As used herein, the term "Governmental Entity" means any agency, bureau, commission, authority, department, official, political subdivision, tribunal or other instrumentality of any government, whether (i) regulatory, administrative or otherwise; (ii) federal, state or local; or (iii) domestic or foreign.

AUTHORITY APPROVALS. (ai) The execution and delivery of this Agreement by and the Partnership, other Transaction Documents to which such Purchaser is a party and the consummation by the Partnership of each purchase of the transactions and the performance Shares to be purchased by the Partnership of each of its obligations contemplated hereby it have been duly and properly authorized by all necessary partnership action on the part of the Partnershipauthorized. This Agreement has and the other Transaction Documents to which such Purchaser is a party have been duly executed and delivered by the Partnership it and, assuming the accuracy of the representations and warranties of the Holder Company in Section 2 3.1(d) hereof, constitutes constitute the valid and legally binding obligation obligations of the Partnershipsuch Purchaser, enforceable against it in accordance with its their respective terms, subject, (i) as to enforceability, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ ' rights generally and to general principles of equity equity. The purchase of the Shares to be purchased by such Purchaser does not conflict with or violate (regardless of whether such enforceability is considered 1) its partnership agreement, if applicable, or (2) any law applicable to it in a proceeding in equity manner that could materially hinder or at law) and (ii) to equitable principles of general applicability relating to impair the availability of specific performance, injunctive relief, or other equitable remedies. (b) The execution and delivery of this Agreement by the Partnership and the consummation of each of the transactions and the performance of each of the obligations contemplated hereby (i) do not conflict with, violate or breach (whether with or without notice or a lapse of time or both), require the consent of any Person to or otherwise result in a material detriment to the Partnership under, (A) its organizational documents or (B) any agreement to which it is a party or by which its assets or property is bound or any law or order applicable to it, in the case of clause (B), which conflicts, violations, breaches or material detriments could reasonably be expected to prevent the consummation completion of any of the transactions contemplated hereby or have a material adverse effect on the business, properties or condition (financial or otherwise) hereby. The purchase of the Partnership; and (ii) do Shares to be purchased by such Purchaser does not impose any penalty or other onerous condition on the Partnership such Purchaser that could reasonably be expected to prevent materially hinder or impact the consummation completion of any of the transactions contemplated hereby. (cii) No approval Approval from any Governmental Entity is required by or with respect to the Partnership such Purchaser in connection with the execution and delivery by the Partnership such Purchaser of this Agreement, the performance by the Partnership of its obligations hereunder Agreement or any other Transaction Document to which it is a party or the consummation by the Partnership such Purchaser of the transactions contemplated herebyhereby or thereby, except for: (iA) as have been obtained if applicable, the filing of a notification report by such Purchaser under the Securities Act of 1933, as amendedHSR Act, and the rules and regulations expiration or termination of the Securities and Exchange Commission applicable waiting period with respect thereto; (the “Commission”B) thereunder (collectively, the “Securities Act”), and such Approvals as may be required under state securities by any foreign securities, corporate or blue sky laws in connection with the Public Offering other Laws; and (iiC) for any such approval Approval the failure of which to be made or obtained (A1) has not impaired and could not reasonably be expected to impair the ability of the Partnership such Purchaser to perform its obligations under this Agreement any of the Transaction Documents in any material respect and or (B2) could not reasonably be expected to delay, delay in any material respect, respect or prevent the consummation of any of the transactions contemplated by this Agreementany of the Transaction Documents.

AUTHORITY APPROVALS. (a) The execution and delivery of this Agreement by the Partnership, the consummation by the Partnership of each of the transactions and the performance by the Partnership of each of its obligations contemplated hereby have been duly and properly authorized by all necessary partnership action on the part of the Partnership. This Agreement has been duly executed and delivered by the Partnership it and, assuming the accuracy of the representations and warranties of the Holder in Section 2 hereof, constitutes the valid and legally binding obligation of the Partnership, enforceable against it in accordance with its terms, subject, (i) as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ ' rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (ii) to equitable principles of general applicability relating to the availability of specific performance, injunctive relief, or other equitable remedies. (b) The execution and delivery of this Agreement by the Partnership and the consummation of each of the transactions and the performance of each of the obligations contemplated hereby (i) do not conflict with, with or violate or breach (whether with or without notice or a lapse of time or both), require the consent of any Person to or otherwise result in a material detriment to the Partnership under, (A) its organizational documents or (B) any agreement to which it is a party or by which its assets or property is bound or any law or order applicable to it, in the each case of clause (B), which conflicts, violations, breaches or material detriments in a manner that could reasonably be expected to prevent materially hinder or impair the consummation completion of any of the transactions contemplated hereby or have a material adverse effect on the business, properties or properties, condition (financial or otherwise) ), liabilities or prospects of the Partnership; and (ii) do not impose any penalty or other onerous condition on the Partnership that could reasonably be expected to prevent materially hinder or impact the consummation completion of any of the transactions contemplated hereby. (c) No approval from any Governmental Entity is required with respect to the Partnership in connection with the execution and delivery by the Partnership of this Agreement, the performance by the Partnership of its obligations hereunder or the consummation by the Partnership of the transactions contemplated hereby, except (i) as have been obtained under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the “"Commission”") thereunder (collectively, the “"Securities Act”"), and as may be required under state securities or blue sky laws in connection with the Public Offering and (ii) for any such approval the failure of which to be made or obtained (Ax) has not impaired and could not reasonably be expected to impair the ability of the Partnership to perform its obligations under this Agreement in any material respect and (By) could not reasonably be expected to delay, delay in any material respect, respect or prevent the consummation of any of the transactions contemplated by this Agreement.

AUTHORITY APPROVALS. (ai) The execution and delivery of this Agreement by the PartnershipEl Paso, the consummation by the Partnership of each of the transactions contemplated hereby and the performance by the Partnership of each of its the obligations contemplated hereby by each El Paso Entity have been duly and properly authorized by all necessary partnership entity action on the part of the Partnershipeach El Paso Entity. This Agreement has been duly executed and delivered by the Partnership El Paso, and, assuming the accuracy of the representations and warranties of the Holder GTM in Section 2 hereof9, constitutes the valid and legally binding obligation of the PartnershipEl Paso, enforceable against it in accordance with its terms, subject, (i) as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability Laws relating to or affecting creditors’ ' rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (ii) to equitable principles of general applicability relating to the availability of specific performance, injunctive relief, or other equitable remediesLaw). (bii) The execution and delivery of this Agreement by the Partnership El Paso and the consummation of each of the transactions and the performance of each of the obligations contemplated hereby by each El Paso Entity (ix) do not conflict with, with or violate or breach (whether with or without notice or a lapse of time or both), require the consent of any Person to or otherwise result in a material detriment to the Partnership under, (A) its organizational documents any El Paso Entity under any of their respective Organizational Documents or (B) any agreement to which it any El Paso Entity is a party or by which its assets or property is bound or any law or order Law applicable to itany El Paso Entity, in the each case of clause (B), which conflicts, violations, breaches or material detriments in a manner that could reasonably be expected to prevent materially hinder or impair the consummation completion of any of the transactions contemplated hereby or have a material adverse effect on the business, properties or properties, condition (financial or otherwise) ), liabilities or prospects of the Partnershipany El Paso Entity; and (iiy) do not impose any penalty or other onerous condition on the Partnership any El Paso Entity that could reasonably be expected to prevent materially hinder or impact the consummation completion of any of the transactions contemplated hereby. (ciii) No approval from any Governmental Entity Authority is required by or with respect to the Partnership any El Paso Entity in connection with the execution and delivery by the Partnership El Paso of this Agreement, the performance by the Partnership any El Paso Entity of its obligations hereunder or the consummation by the Partnership any El Paso Entity of the transactions contemplated hereby, except (i) as have been obtained under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “Securities Act”), and as may be required under state securities or blue sky laws in connection with the Public Offering and (ii) for any such approval the failure of which to be made or obtained (Ax) has not impaired and could not reasonably be expected to impair the ability of the Partnership any El Paso Entity to perform its obligations under this Agreement in any material respect and (By) could not reasonably be expected to delay, delay in any material respect, respect or prevent the consummation of any of the transactions contemplated by this Agreement.

AUTHORITY APPROVALS. (a) The execution and delivery of this Agreement by the PartnershipHolder, the consummation by the Partnership Holder of each of the transactions and the performance by the Partnership of each Holder of its obligations contemplated hereby have been duly and properly authorized by all necessary partnership limited liability company action on the part of the PartnershipHolder. This Agreement has been duly executed and delivered by the Partnership Holder, and, assuming the accuracy of the representations and warranties of the Holder Partnership in Section 2 3 hereof, constitutes the valid and legally binding obligation of the PartnershipHolder, enforceable against it the Holder in accordance with its terms, subject, (i) as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ ' rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (ii) to equitable principles of general applicability relating to the availability of specific performance, injunctive relief, or other equitable remedies. (b) The execution and delivery of this Agreement by the Partnership Holder and the consummation of each of the transactions and the performance of each of the obligations contemplated hereby (i) do not conflict with, violate or breach (whether with or without notice or a lapse of time or both), require the consent of any Person to or otherwise result in a material detriment to the Partnership Holder under, (A) its organizational documents or (B) any agreement to which it is a party or by which its assets or property is bound or any law or order applicable to it, in the case of clause (B), which conflicts, violations, breaches or material detriments could reasonably be expected to prevent the consummation of any of the transactions contemplated hereby or have a material adverse effect on the business, properties or condition (financial or otherwise) of the PartnershipHolder; and (ii) do not impose any penalty or other onerous condition on the Partnership Holder that could reasonably be expected to prevent the consummation of any of the transactions contemplated hereby. (c) No approval from any Governmental Entity is required with respect to the Partnership . As used in connection with the execution and delivery by the Partnership of this Agreement, the performance by the Partnership of its obligations hereunder term "Person" means a natural person, corporation, limited liability company, venture, partnership, trust, unincorporated organization, association or the consummation by the Partnership of the transactions contemplated hereby, except (i) as have been obtained under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “Securities Act”), and as may be required under state securities or blue sky laws in connection with the Public Offering and (ii) for any such approval the failure of which to be made or obtained (A) has not impaired and could not reasonably be expected to impair the ability of the Partnership to perform its obligations under this Agreement in any material respect and (B) could not reasonably be expected to delay, in any material respect, or prevent the consummation of any of the transactions contemplated by this Agreementother entity.

AUTHORITY APPROVALS. (a) (i) The execution and delivery of this Agreement by and the Partnership, other Transaction Documents to which it is a party and the consummation by the Partnership of each purchase of the transactions and the performance Securities to be purchased by the Partnership of each of its obligations contemplated hereby it have been duly and properly authorized by all necessary partnership action on authorized, (ii) this Agreement and the part of the Partnership. This Agreement has other Transaction Documents to which it is a party have been duly executed and delivered by the Partnership it or on its behalf and, assuming the accuracy of the representations and warranties of the Holder Company in Section 2 3.4 hereof, constitutes constitute the valid and legally binding obligation obligations of the Partnershipsuch Purchaser, enforceable against it in accordance with its their respective terms, subject, (i) as to enforceability, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ ' rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (iii) and (ii) to equitable principles of general applicability relating to the availability of specific performance, injunctive relief, or other equitable remedies. (b) The execution and delivery of this Agreement by the Partnership and the consummation of each purchase of the transactions and the performance of each of the obligations contemplated hereby (i) do Securities to be purchased by it does not conflict with, violate or breach (whether with or without notice or a lapse of time or both), require the consent of any Person to or otherwise result in a material detriment to the Partnership under, violate (A1) its organizational documents or (B2) assuming the approvals referred to in Section 4.2(b) are duly and timely made or obtained, any agreement to which it is a party or by which its assets or property is bound or any law or order Law applicable to it, it in the case of clause (B), which conflicts, violations, breaches or material detriments a manner that could reasonably reasonable be expected to prevent materially hinder or impair the consummation completion of any of the transactions contemplated hereby or have a material adverse effect on the business, properties or condition (financial or otherwise) of the Partnershiphereby; and (iiiv) do the purchase of Securities to be purchased by it does not impose any penalty or other onerous condition on the Partnership such Purchaser that could reasonably be expected to prevent materially hinder or impact the consummation completion of any of the transactions contemplated hereby. (cb) No approval Approval from any Governmental Entity is required by or with respect to the Partnership such Purchaser in connection with the execution and delivery by the Partnership such Purchaser of this Agreement, the performance by the Partnership of its obligations hereunder Agreement or any other Transaction Document to which it is a party or the consummation by the Partnership such Purchaser of the transactions contemplated herebyhereby or thereby, except for: (iA) as have been obtained if applicable, the filing of a notification report by such Purchaser under the Securities Act of 1933, as amendedHSR Act, and the rules and regulations expiration or termination of the Securities and Exchange Commission applicable waiting period with respect thereto; (the “Commission”B) thereunder (collectively, the “Securities Act”), and such Approvals as may be required under state securities by any foreign securities, corporate or blue sky laws in connection with the Public Offering other Laws; and (iiC) for any such approval Approval the failure of which to be made or obtained (A1) has not impaired and could not reasonably be expected to impair the ability of the Partnership such Purchaser to perform its obligations under this Agreement any of the Transaction Documents in any material respect and (B2) could not reasonably be expected to delay, delay in any material respect, respect or prevent the consummation of any of the transactions contemplated by this Agreementany of the Transaction Documents.

AUTHORITY APPROVALS. (a) (i) The execution and delivery of this Agreement by and the Partnership, other Transaction Documents to which it is a party and the consummation by the Partnership of each purchase of the transactions and the performance Shares to be purchased by the Partnership of each of its obligations contemplated hereby it have been duly and properly authorized by all necessary partnership action on the part of Purchaser, (ii) this Agreement and the Partnership. This Agreement has other Transaction Documents to which it is a party have been duly executed and delivered by the Partnership it or on its behalf and, assuming the accuracy of the representations and warranties of the Holder Company in Section 2 SECTION 3.4 hereof, constitutes constitute the valid and legally binding obligation obligations of the PartnershipPurchaser, enforceable against it in accordance with its their respective terms, subject, (i) as to enforceability, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ ' rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (iii) and (ii) to equitable principles of general applicability relating to the availability of specific performance, injunctive relief, or other equitable remedies. (b) The execution and delivery of this Agreement by the Partnership and the consummation of each purchase of the transactions and the performance of each of the obligations contemplated hereby (i) do Shares to be purchased by it does not conflict with, violate or breach (whether with or without notice or a lapse of time or both), require the consent of any Person to or otherwise result in a material detriment to the Partnership under, violate (A1) its organizational documents or (B) any other material agreement to which it is a party or by to which its assets properties are subject or property is bound (2) assuming the approvals referred to in SECTION 4.2(b) are duly and timely made or obtained, any law or order Law applicable to it, in the each case of clause (B), which conflicts, violations, breaches or material detriments in a manner that could reasonably be expected to prevent materially hinder or impair the consummation completion of any of the transactions contemplated hereby or have a material adverse effect on the business, properties or condition (financial or otherwise) of the Partnershiphereby; and (iiiv) do the purchase of Shares to be purchased by it does not impose any penalty or other onerous condition on the Partnership Purchaser that could reasonably be expected to prevent materially hinder or impact the consummation completion of any of the transactions contemplated hereby. (cb) No approval Approval from any Governmental Entity is required by or with respect to the Partnership Purchaser in connection with the execution and delivery by the Partnership Purchaser of this Agreement, the performance by the Partnership of its obligations hereunder Agreement or any other Transaction Document to which it is a party or the consummation by the Partnership Purchaser of the transactions contemplated herebyhereby or thereby, except for: (iA) as have been obtained the filing of a notification report by Purchaser under the Securities Act of 1933, as amendedHSR Act, and the rules and regulations expiration or termination of the Securities applicable waiting period with respect thereto (which filing and Exchange Commission (expiration or termination are not required for the “Commission”) thereunder (collectively, the “Securities Act”Initial Closing), and as may be required under state securities or blue sky laws in connection with the Public Offering ; and (iiB) for any such approval Approval the failure of which to be made or obtained (A1) has not impaired and could not reasonably be expected to impair the ability of the Partnership Purchaser to perform its obligations under this Agreement any of the Transaction Documents in any material respect and (B2) could not reasonably be expected to delay, delay in any material respect, respect or prevent the consummation of any of the transactions contemplated by this Agreementany of the Transaction Documents.

AUTHORITY APPROVALS. (a) The execution and delivery of this Agreement by the PartnershipHolder, the consummation by the Partnership Holder of each of the transactions and the performance by the Partnership of each Holder of its obligations contemplated hereby have been duly and properly authorized by all necessary partnership limited liability company action on the part of the PartnershipHolder. This Agreement has been duly executed and delivered by the Partnership Holder, and, assuming the accuracy of the representations and warranties of the Holder Partnership in Section 2 3 hereof, constitutes the valid and legally binding obligation of the PartnershipHolder, enforceable against it the Holder in accordance with its terms, subject, (i) as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (ii) to equitable principles of general applicability relating to the availability of specific performance, injunctive relief, or other equitable remedies. (b) The execution and delivery of this Agreement by the Partnership Holder and the consummation Consummation of each of the transactions and the performance of each of the obligations contemplated hereby (i) do not conflict with, violate or breach (whether with or without notice or a lapse of time or both), require the consent of any Person to or otherwise result in a material detriment to the Partnership Holder under, (A) its organizational documents or (B) any agreement to which it is a party or by which its assets or property is bound or any law or order applicable to it, in the case of clause (B), which conflicts, violations, breaches or material detriments could reasonably be expected to prevent the consummation of any of the transactions contemplated hereby or have a material adverse effect on the business, properties or condition (financial or otherwise) of the PartnershipHolder; and (ii) do not impose any penalty or other onerous condition on the Partnership Holder that could reasonably be expected to prevent the consummation of any of the transactions transactions, contemplated hereby. As used in this Agreement, the term “Person” means a natural person, corporation, limited liability company, venture, partnership, trust, unincorporated organization, association or other entity. (c) No approval from any Governmental Entity is required with respect to the Partnership Holder in connection with the execution and delivery by the Partnership Holder of this Agreement, the performance by the Partnership Holder of its obligations hereunder or the consummation by the Partnership Holder of the transactions contemplated hereby, except (i) as have been obtained under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “Securities Act”), and as may be required under state securities or blue sky laws in connection with the Public Offering and (ii) for any such approval the failure of which to be made or obtained (Ai) has not impaired and could not reasonably be expected to impair the ability of the Partnership Holder to perform its obligations under this Agreement in any material respect respect, and (Bii) could not reasonably be expected to delay, in any material respect, or prevent the consummation of any of the transactions contemplated by this Agreement. As used in this Agreement, the term “Governmental Entity” means any agency, bureau, commission, authority, department, official, political subdivision, tribunal or other instrumentality of any government, whether (i) regulatory, administrative or otherwise; (ii) federal, state or local; or (iii) domestic or foreign.

AUTHORITY APPROVALS. (i) Purchaser represents and warrants to the Company that (a) The the execution and delivery of this Agreement by and the Partnership, other Transaction Documents to which it is a party and the consummation by the Partnership of each purchase of the transactions and the performance Shares to be purchased by the Partnership of each of its obligations contemplated hereby it have been duly and properly authorized by all necessary partnership action on authorized, (b) this Agreement and the part of the Partnership. This Agreement has other Transaction Documents to which it is a party have been duly executed and delivered by the Partnership it or on its behalf and, assuming the accuracy of the representations and warranties of the Holder Company in Section 2 3.1(d) hereof, constitutes constitute the valid and legally binding obligation obligations of the PartnershipPurchaser, enforceable against it in accordance with its their respective terms, subject, (i) as to enforceability, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ ' rights generally and to general principles of equity equity; (regardless c) the purchase of whether such enforceability is considered the Shares to be purchased by it does not conflict with or violate (1) its partnership agreement or (2) any law applicable to it in a proceeding in equity manner that could materially hinder or at law) and (ii) to equitable principles of general applicability relating to impair the availability of specific performance, injunctive relief, or other equitable remedies. (b) The execution and delivery of this Agreement by the Partnership and the consummation of each of the transactions and the performance of each of the obligations contemplated hereby (i) do not conflict with, violate or breach (whether with or without notice or a lapse of time or both), require the consent of any Person to or otherwise result in a material detriment to the Partnership under, (A) its organizational documents or (B) any agreement to which it is a party or by which its assets or property is bound or any law or order applicable to it, in the case of clause (B), which conflicts, violations, breaches or material detriments could reasonably be expected to prevent the consummation completion of any of the transactions contemplated hereby or have a material adverse effect on the business, properties or condition (financial or otherwise) of the Partnershiphereby; and (iid) do the purchase of Shares to be purchased by it does not impose any penalty or other onerous condition on the Partnership Purchaser that could reasonably be expected to prevent materially hinder or impact the consummation completion of any of the transactions contemplated hereby. (cii) No approval Approval from any Governmental Entity is required by or with respect to the Partnership Purchaser in connection with the execution and delivery by the Partnership Purchaser of this Agreement, the performance by the Partnership of its obligations hereunder Agreement or any other Transaction Document to which it is a party or the consummation by the Partnership Purchaser of the transactions contemplated herebyhereby or thereby, except for: (iA) as have been obtained if applicable, the filing of a notification report by Purchaser under the Securities Hart-Scott-Rodino Antitrust Improvements Act of 19331976, as amendedamended (xxx "XXX Xxx"), and the rules and regulations expiration or termination of the Securities and Exchange Commission ------- applicable waiting period with respect thereto; (the “Commission”B) thereunder (collectively, the “Securities Act”), and such Approvals as may be required under state securities by any foreign securities, corporate or blue sky laws in connection with the Public Offering other Laws; and (iiC) for any such approval Approval the failure of which to be made or obtained (A1) has not impaired and could not reasonably be expected to impair the ability of the Partnership Purchaser to perform its obligations under this Agreement any of the Transaction Documents in any material respect and or (B2) could not reasonably be expected to delay, delay in any material respect, respect or prevent the consummation of any of the transactions contemplated by this Agreementany of the Transaction Documents.

AUTHORITY APPROVALS. (a) The execution and delivery of this Agreement by the Partnership, the consummation by the Partnership of each of the transactions and the performance by the Partnership of each of its obligations contemplated hereby have been duly and properly authorized by all necessary partnership action on the part of the Partnership. This Agreement has been duly executed and delivered by the Partnership and, assuming the accuracy of the representations and warranties of the Holder Holders in Section 2 3 hereof, constitutes the valid and legally binding obligation of the Partnership, enforceable against it in accordance with its terms, subject, (i) as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (ii) to equitable principles of general applicability relating to the availability of specific performance, injunctive relief, or other equitable remedies. (b) The execution and delivery of this Agreement by the Partnership and the consummation of each of the transactions and the performance of each of the obligations contemplated hereby (i) do not conflict with, violate or breach (whether with or without notice or a lapse of time or both), require the consent of any Person to or otherwise result in a material detriment to the Partnership under, (A) its organizational documents or (B) any agreement to which it is a party or by which its assets or property is bound or any law or order applicable to it, in the case of clause (B), which conflicts, violations, breaches or material detriments could reasonably be expected to prevent the consummation of any of the transactions contemplated hereby or have a material adverse effect on the business, properties or condition (financial or otherwise) of the Partnership; and (ii) do not impose any penalty or other onerous condition on the Partnership that could reasonably be expected to prevent the consummation of any of the transactions contemplated hereby. (c) No approval from any Governmental Entity is required with respect to the Partnership in connection with the execution and delivery by the Partnership of this Agreement, the performance by the Partnership of its obligations hereunder or the consummation by the Partnership of the transactions contemplated hereby, except (i) as have been obtained under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “Securities Act”), and as may be required under state securities or blue sky laws in connection with the Public Offering and (ii) for any such approval the failure of which to be made or obtained (A) has not impaired and could not reasonably be expected to impair the ability of the Partnership to perform its obligations under this Agreement in any material respect and (B) could not reasonably be expected to delay, in any material respect, or prevent the consummation of any of the transactions contemplated by this Agreement.

AUTHORITY APPROVALS. (a) The execution and delivery of this Agreement by the PartnershipHolder, the consummation by the Partnership Holder of each of the transactions and the performance by the Partnership Holder of each of its obligations contemplated hereby have been duly and properly authorized by all necessary partnership corporate action on the part of the PartnershipHolder. This Agreement has been duly executed and delivered by the Partnership Holder, and, assuming the accuracy of the representations and warranties of the Holder Partnership in Section 2 3 hereof, constitutes the valid and legally binding obligation of the PartnershipHolder, enforceable against it in accordance with its terms, subject, (i) as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ ' rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (ii) to equitable principles of general applicability relating to the availability of specific performance, injunctive relief, or other equitable remedies. (b) The execution and delivery of this Agreement by the Partnership Holder and the consummation of each of the transactions and the performance of each of the obligations contemplated hereby (i) do not conflict with, with or violate or breach (whether with or without notice or a lapse of time or both), require the consent of any Person to or otherwise result in a material detriment to the Partnership under, (A) Holder under its organizational documents or (B) any agreement to which it is a party or by which its assets or property is bound or any law or order applicable to it, in the each case of clause (B), which conflicts, violations, breaches or material detriments in a manner that could reasonably be expected to prevent materially hinder or impair the consummation completion of any of the transactions contemplated hereby or have a material adverse effect on the business, properties or properties, condition (financial or otherwise) ), liabilities or prospects of the PartnershipHolder; and (ii) do not impose any penalty or other onerous condition on the Partnership Holder that could reasonably be expected to prevent materially hinder or impact the consummation completion of any of the transactions contemplated hereby. (c) No approval from any Governmental Entity is required with respect to the Partnership in connection with the execution and delivery by the Partnership of this Agreement. As used herein, the performance by the Partnership of its obligations hereunder term "Person" means a natural person, corporation, limited liability company, venture, partnership, trust, unincorporated organization, association or the consummation by the Partnership of the transactions contemplated hereby, except (i) as have been obtained under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “Securities Act”), and as may be required under state securities or blue sky laws in connection with the Public Offering and (ii) for any such approval the failure of which to be made or obtained (A) has not impaired and could not reasonably be expected to impair the ability of the Partnership to perform its obligations under this Agreement in any material respect and (B) could not reasonably be expected to delay, in any material respect, or prevent the consummation of any of the transactions contemplated by this Agreementother entity.

AUTHORITY APPROVALS. (a) The execution and delivery of this Agreement by the Partnershipsuch Holder, the consummation by the Partnership such Holder of each of the transactions and the performance by the Partnership of each such Holder of its obligations contemplated hereby have been duly and properly authorized by all necessary partnership action on the part of the Partnershipsuch Holder. This Agreement has been duly executed and delivered by the Partnership such Holder, and, assuming the accuracy of the representations and warranties of the Holder Partnership in Section 2 4 hereof, constitutes the valid and legally binding obligation of the Partnershipsuch Holder, enforceable against it such Holder in accordance with its terms, subject, (i) as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (ii) to equitable principles of general applicability relating to the availability of specific performance, injunctive relief, or other equitable remedies. (b) The execution and delivery of this Agreement by the Partnership such Holder and the consummation of each of the transactions and the performance of each of the obligations contemplated hereby do not: (i) do not conflict with, violate or breach (whether with or without notice or a lapse of time or both), require the consent of any Person to or otherwise result in a material detriment to the Partnership such Holder (if such Holder is an entity) under, (A) its organizational documents documents, or (B) any agreement to which it is a party or by which its assets or property is bound or any law or order applicable to itit (other than the Unitholder Agreement, dated April 14, 2005 (the “Unitholder Agreement”), by and among the Partnership and the other parties thereto), which conflicts, violations, breaches or material detriments, in the case of clause (B), which conflicts, violations, breaches or material detriments could reasonably be expected to prevent the consummation of any of the transactions contemplated hereby or have a material adverse effect on the business, properties or condition (financial or otherwise) of the Partnershipsuch Holder; and and (ii) do not impose any penalty or other onerous condition on the Partnership such Holder that could reasonably be expected to prevent the consummation of any of the transactions contemplated hereby. As used in this Agreement, the term “Person” means a natural person, corporation, limited liability company, venture, partnership, trust, unincorporated organization, association or other entity. (c) No approval from any Governmental Entity is required with respect to the Partnership such Holder in connection with the execution and delivery by the Partnership such Holder of this Agreement, the performance by the Partnership such Holder of its obligations hereunder or the consummation by the Partnership such Holder of the transactions contemplated hereby, except (i) as have been obtained under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “Securities Act”), and as may be required under state securities or blue sky laws in connection with the Public Offering and (ii) for any such approval the failure of which to be made or obtained (Ai) has not impaired and could not reasonably be expected to impair the ability of the Partnership such Holder to perform its obligations under this Agreement in any material respect respect, and (Bii) could not reasonably be expected to delay, in any material respect, or prevent the consummation of any of the transactions contemplated by this Agreement. As used in this Agreement, the term “Governmental Entity” means any agency, bureau, commission, authority, department, official, political subdivision, tribunal or other instrumentality of any government, whether (i) regulatory, administrative or otherwise; (ii) federal, state or local; or (iii) domestic or foreign.

AUTHORITY APPROVALS. (ai) The execution and delivery of this Agreement by the PartnershipGTM, the consummation by the Partnership GTM of each of the transactions contemplated hereby and the performance by the Partnership GTM of each of its obligations contemplated hereby have been duly and properly authorized by all necessary partnership action on the part of the PartnershipGTM. This Agreement has been duly executed and delivered by the Partnership GTM and, assuming the accuracy of the representations and warranties of the Holder El Paso in Section 2 hereof8, constitutes the valid and legally binding obligation of the PartnershipGTM, enforceable against it in accordance with its terms, subject, (i) as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability Laws relating to or affecting creditors’ ' rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (ii) to equitable principles of general applicability relating to the availability of specific performance, injunctive relief, or other equitable remediesLaw). (bii) The execution and delivery of this Agreement by the Partnership GTM and the consummation of each of the transactions by GTM and the performance of each of the obligations of GTM contemplated hereby (ix) do not conflict with, with or violate or breach (whether with or without notice or a lapse of time or both), require the consent of any Person to or otherwise result in a material detriment to the Partnership under, (A) GTM under its organizational documents Organizational Documents or (B) any agreement to which it is a party or by which its assets or property is bound or any law or order Law applicable to it, in the each case of clause (B), which conflicts, violations, breaches or material detriments in a manner that could reasonably be expected to prevent materially hinder or impair the consummation completion of any of the transactions contemplated hereby or have a material adverse effect on the business, properties or properties, condition (financial or otherwise) ), liabilities or prospects of the PartnershipGTM; and (iiy) do not impose any penalty or other onerous condition on the Partnership GTM that could reasonably be expected to prevent materially hinder or impact the consummation completion of any of the transactions contemplated hereby. (ciii) No approval from any Governmental Entity Authority is required by or with respect to the Partnership GTM in connection with the execution and delivery by the Partnership GTM of this Agreement, the performance by the Partnership GTM of its obligations hereunder or the consummation by the Partnership GTM of the transactions contemplated hereby, except (i) as have been obtained under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “Securities Act”), and as may be required under state securities or blue sky laws in connection with the Public Offering and (ii) for any such approval the failure of which to be made or obtained (Ax) has not impaired and could not reasonably be expected to impair the ability of the Partnership GTM to perform its obligations under this Agreement in any material respect and (By) could not reasonably be expected to delay, delay in any material respect, respect or prevent the consummation of any of the transactions contemplated by this Agreement.