Common use of Authority; Enforceability; Valid Issuance Clause in Contracts

Authority; Enforceability; Valid Issuance. (a) Each of the Acquirer Parties has the requisite limited partnership power and authority to execute and deliver this Agreement and the other Transaction Agreements to which it is a party and to consummate the transactions contemplated by this Agreement and the other Transaction Agreements to which it is a party. The execution and delivery by each Acquirer Party of this Agreement and the other Transaction Agreements to which it is a party and the consummation by each Acquirer Party of the transactions contemplated by this Agreement and the other Transaction Agreements to which it is a party have been duly and validly authorized by such Acquirer Party, and no other limited partnership proceedings on the part of either Acquirer Party is necessary to authorize this Agreement and the other Transaction Agreements to which it is a party or to consummate the transactions contemplated by this Agreement and the other Transaction Agreements to which it is a party. (b) This Agreement and the other Transaction Agreements to which an Acquirer Party is a party have been, or, in the case of the Transaction Agreements to be delivered after the Execution Date, will be, duly executed and delivered by such Acquirer Party, and, assuming the due authorization, execution and delivery by the Contributor Parties, this Agreement and the other Transaction Agreements to which an Acquirer Party is a party constitute the valid and binding agreement of such Acquirer Party, enforceable against such Acquirer Party in accordance with its terms, except as such enforceability may be limited by Creditors’ Rights. (c) The issuance of the Crosstex MLP Class B Units comprising the Equity Consideration, and the issuance of the Crosstex MLP Common Units issuable upon the conversion of such Crosstex MLP Class B Units, have each been duly authorized in accordance with the Organizational Documents of Crosstex MLP. The Crosstex MLP Class B Units comprising the Equity Consideration, and the Crosstex MLP Common Units issuable upon the conversion of such Crosstex MLP Class B Units, when issued and delivered to the Contributors in accordance with the terms of this Agreement, will be validly issued, fully paid (to the extent required under the Crosstex MLP Partnership Agreement), nonassessable (except to the extent nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act) and, except for restrictions contained in the Crosstex MLP Partnership Agreement, free of any restrictions upon voting or transfer thereof pursuant to any Contract to which any of the Crosstex Entities is a party or by which any property or asset of any such Person is bound or affected. Upon issuance and delivery of the Crosstex MLP Class B Units comprising the Equity Consideration, each Contributor will be duly admitted to Crosstex MLP as an additional limited partner. (d) The Partnership Agreement Amendment has been duly and validly authorized and approved by Crosstex GP LLC, and no other limited partnership or limited liability company proceedings on the part of the Crosstex GP LLC or Crosstex MLP are necessary to authorize and approve the Partnership Agreement Amendment.

Authority; Enforceability; Valid Issuance. (a) Each of the Acquirer Parties Regency Party has the requisite partnership or limited partnership liability company power and authority to execute and deliver this Agreement and the other Transaction Agreements Documents to which it is is, or will be, a party party, and to consummate the transactions contemplated by this Agreement and the other Transaction Agreements to which it is a partythereby. The execution and delivery by each Acquirer Regency Party of this Agreement and the other Transaction Agreements Documents to which it is is, or will be, a party party, and the consummation by each Acquirer Party it of the transactions contemplated by this Agreement and the other Transaction Agreements to which it is a party thereby, have been duly and validly authorized by such Acquirer Regency Party, and no other limited liability company or limited partnership proceedings proceedings, as applicable, on the part of either Acquirer such Regency Party is are necessary to authorize this Agreement and the other Transaction Agreements Documents to which it is is, or will be, a party or to consummate the transactions contemplated by this Agreement and the other Transaction Agreements Documents to which it is is, or will be, a party. (b) This Agreement and the other The Transaction Agreements Documents to which an Acquirer each Regency Party is is, or will be, a party have been, or, in the case of the Transaction Agreements to be delivered after the Execution Date, been (or will be, when executed and delivered at the Closing) duly executed and delivered by such Acquirer Regency Party, and, assuming the due authorization, execution and delivery by the Contributor Partiesother parties thereto, this Agreement and the other each Transaction Agreements Document to which an Acquirer such Regency Party is is, or will be, a party constitute constitutes (or will constitute, when executed and delivered at the Closing) the valid and binding agreement of such Acquirer Regency Party, enforceable against such Acquirer Regency Party in accordance with its terms, except as such enforceability may be limited by Creditors’ Rights. (c) The issuance of the Crosstex MLP Class B Acquired Units comprising the Equity Consideration, and the issuance of the Crosstex MLP Common Units issuable upon the conversion of such Crosstex MLP Class B Units, have each pursuant to this Agreement has been duly authorized in accordance with the Organizational Documents of Crosstex MLP. The Crosstex MLP Class B Units comprising the Equity Consideration, and the Crosstex MLP Common Units issuable upon the conversion of such Crosstex MLP Class B UnitsRegency and, when issued and delivered to the Contributors ETE in accordance with the terms of this Agreement, the Acquired Units will be validly issued, fully paid (to the extent required under the Crosstex MLP Regency Partnership Agreement), nonassessable (except to the extent as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act) and, except for restrictions contained in the Crosstex MLP Partnership Agreement, and free of any restrictions restriction upon voting or transfer thereof pursuant to the Organizational Documents of Regency or any Contract to which any of the Crosstex Regency Entities is a party or by which any property or asset of any such Person is bound or affected. Upon issuance and delivery of the Crosstex MLP Class B Units comprising the Equity Consideration, each Contributor will be duly admitted to Crosstex MLP as an additional limited partner. (d) The Partnership Agreement Amendment has been duly and validly authorized and approved by Crosstex GP LLC, and no other limited partnership or limited liability company proceedings on the part of the Crosstex GP LLC or Crosstex MLP are necessary to authorize and approve the Partnership Agreement Amendment.

Authority; Enforceability; Valid Issuance. (a) Each of the Acquirer Parties has the requisite limited partnership power and authority to execute and deliver this Agreement and the any other Transaction Agreements Agreement to which it is a party party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Acquirer of this Agreement and the any other Transaction Agreements Agreement to which it is a party. The execution , the performance by Acquirer of its obligations hereunder and delivery by each Acquirer Party of this Agreement and the other Transaction Agreements to which it is a party thereunder and the consummation by each Acquirer Party of the transactions contemplated by this Agreement hereby and the other Transaction Agreements to which it is a party thereby have been duly and validly authorized by such Acquirer PartyAcquirer, and no other limited partnership proceedings on the part of either Acquirer Party or its equityholders is necessary to authorize this Agreement and the or any other Transaction Agreements Agreement to which it is a party or to consummate the transactions contemplated by this hereby and thereby. (b) This Agreement and has been, and, upon their execution, the other Transaction Agreements to which it is a party. (b) This Agreement and the other Transaction Agreements to which an Acquirer Party is a party shall have been, or, in the case of the Transaction Agreements to be delivered after the Execution Date, will be, duly executed and delivered by such Acquirer Party, and, assuming the due authorization, execution and delivery by the Contributor Parties, this Agreement and constitutes and, upon their execution, the other Transaction Agreements to which an Acquirer Party it is a party constitute the shall constitute, legally valid and binding agreement agreements of such Acquirer PartyAcquirer, enforceable against such Acquirer Party in accordance with its their respective terms, except as such enforceability may be limited by Creditors’ Rights. (c) The issuance of the Crosstex MLP Class B Suburban Common Units comprising the Equity Consideration, and the issuance of the Crosstex MLP Common Units issuable upon the conversion of such Crosstex MLP Class B Units, have each Consideration has been duly authorized in accordance with the Organizational Documents of Crosstex MLPAcquirer. The Crosstex MLP Class B Suburban Common Units comprising the Equity Consideration, and the Crosstex MLP Common Units issuable upon the conversion of such Crosstex MLP Class B Units, when issued and delivered to the Contributors NRGY and Inergy Sales in accordance with the terms of this Agreement, will be validly issued, fully paid (to the extent required under the Crosstex MLP Partnership Agreement), and nonassessable (except to the extent nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act) and, except for restrictions contained in the Crosstex MLP Partnership Agreement, and free of any Lien or restrictions upon voting or transfer thereof pursuant to any Contract to which any of the Crosstex Suburban Entities is a party or by which any property or asset of any such Person is bound or affected, other than pursuant to the Organizational Documents of Acquirer, the Unitholder Agreement and transfer restrictions under federal and state securities laws. Upon issuance and delivery of the Crosstex MLP Class B Suburban Common Units comprising the Equity Consideration, each Contributor of NRGY and Inergy Sales will be duly admitted to Crosstex MLP Acquirer as an additional limited partner. (d) The Partnership Agreement Amendment Exchange Notes Issuers have all requisite limited partnership or corporate, as applicable, power and authority to issue the Exchange Notes. The Exchange Notes have been duly and validly authorized by each of the Exchange Notes Issuers and when duly issued, executed and authenticated by the Trustee in accordance with the terms of the Exchange Notes Indentures and delivered in accordance with the Exchange Offer, will constitute valid and binding obligations of the Exchange Notes Issuers entitled to the benefits of the Exchange Notes Indentures, enforceable against the Exchange Notes Issuers in accordance with their terms, except as such enforceability may be limited by Creditors’ Rights. (e) Each of the Exchange Notes Issuers has all requisite limited partnership or corporate, as applicable, power and authority to enter into the Exchange Notes Indentures. Each of the Exchange Notes Indentures has been duly and validly authorized and approved by Crosstex GP LLCthe Exchange Notes Issuers, and no other upon its execution and delivery by the Exchange Notes Issuers and, assuming due authorization, execution and delivery by the Trustee, will constitute the valid and binding agreement of the Exchange Notes Issuers, enforceable against the Exchange Notes Issuers in accordance with its terms, except as such enforceability may be limited by Creditors’ Rights. Each of the Exchange Notes Indentures will conform in all material respects to the requirements of the Trust Indenture Act. (f) Each of the Exchange Notes Issuers has all requisite limited partnership or limited liability company proceedings on corporate, as applicable, power and authority to issue the part Registered Exchange Notes. The Registered Exchange Notes have been duly and validly authorized by the Exchange Notes Issuers and if and when duly issued, executed and authenticated by the Trustee in accordance with the terms of the Crosstex GP LLC Exchange Notes Indentures and delivered in accordance with the exchange offer provided for in the Registration Rights Agreement, will constitute valid and binding obligations of the Exchange Notes Issuers entitled to the benefits of the Exchange Notes Indentures, enforceable against the Exchange Notes Issuers in accordance with their terms, except as such enforceability may be limited by Creditors’ Rights. (g) Each of the Exchange Notes Issuers has all requisite limited partnership or Crosstex MLP are necessary corporate, as applicable, power and authority to authorize enter into the Registration Rights Agreement. The Registration Rights Agreement has been duly authorized by the Exchange Notes Issuers and, when executed and approve delivered by the Partnership Agreement AmendmentExchange Notes Issuers in accordance with the terms of the Exchange Offer, will be validly executed and delivered and (assuming the due authorization, execution and delivery thereof by Evercore Group L.L.C. and Citigroup Global Markets Inc. on behalf of holders of Exchange Notes) will be the legally valid and binding obligation of the Exchange Notes Issuers in accordance with the terms thereof, enforceable against the Exchange Notes Issuers in accordance with its terms, except as such enforceability may be limited by Creditors’ Rights and, as to rights of indemnification and contribution thereunder may be limited by federal or state law or by principles of public policy.

Authority; Enforceability; Valid Issuance. (a) Each of the Acquirer Parties Regency Party has the requisite partnership or limited partnership liability company (as applicable) power and authority to execute and deliver this Agreement and the other Transaction Agreements Documents to which it is is, or will be, a party party, and to consummate the transactions contemplated by this Agreement and the other Transaction Agreements to which it is a partythereby. The execution and delivery by each Acquirer Regency Party of this Agreement and the other Transaction Agreements Documents to which it is is, or will be, a party party, and the consummation by each Acquirer Party it of the transactions contemplated by this Agreement and the other Transaction Agreements to which it is a party thereby, have been duly and validly authorized by such Acquirer Regency Party, and no other limited liability company or limited partnership proceedings proceedings, as applicable, on the part of either Acquirer such Regency Party is are necessary to authorize this Agreement and the other Transaction Agreements Documents to which it is is, or will be, a party or to consummate the transactions contemplated by this Agreement and the other Transaction Agreements Documents to which it is is, or will be, a party. (b) This Agreement and the other The Transaction Agreements Documents to which an Acquirer each Regency Party is is, or will be, a party have been, or, in the case of the Transaction Agreements to be delivered after the Execution Date, been (or will be, when executed and delivered at the Closing) duly executed and delivered by such Acquirer Regency Party, and, assuming the due authorization, execution and delivery by the Contributor Partiesother parties thereto, this Agreement and the other each Transaction Agreements Document to which an Acquirer such Regency Party is is, or will be, a party constitute constitutes (or will constitute, when executed and delivered at the Closing) the valid and legally binding agreement of such Acquirer Regency Party, enforceable against such Acquirer Regency Party in accordance with its terms, except as such enforceability may be limited by Creditors’ Rights. (c) The issuance of the Crosstex MLP Class B Acquired Units comprising the Equity Consideration, and the issuance of the Crosstex MLP Common Units issuable upon the conversion of such Crosstex MLP Class B Units, have each pursuant to this Agreement has been duly authorized in accordance with the Organizational Documents of Crosstex MLP. The Crosstex MLP Class B Units comprising the Equity Consideration, and the Crosstex MLP Common Units issuable upon the conversion of such Crosstex MLP Class B UnitsRegency and, when issued and delivered to the Contributors Contributor in accordance with the terms of this Agreement, the Acquired Units will be validly issued, fully paid (to the extent required under the Crosstex MLP Regency Partnership Agreement), nonassessable (except to the extent as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act) and, except for restrictions contained in the Crosstex MLP Partnership Agreement, and free of any restrictions restriction upon voting or transfer thereof pursuant to the Organizational Documents of Regency or any Contract to which any of the Crosstex Regency Entities is a party or by which any property or asset of any such Person is bound or affected. Upon issuance and delivery of the Crosstex MLP Class B Units comprising the Equity Consideration, each Contributor will be duly admitted to Crosstex MLP as an additional limited partner. (d) The Partnership Agreement Amendment has been duly and validly authorized and approved by Crosstex GP LLC, and no other limited partnership or limited liability company proceedings on the part of the Crosstex GP LLC or Crosstex MLP are necessary to authorize and approve the Partnership Agreement Amendment.

Authority; Enforceability; Valid Issuance. (a) Each of the Acquirer Parties has the requisite limited partnership power and authority to execute and deliver this Agreement and the other Transaction Agreements to which it is a party and to consummate the transactions contemplated by this Agreement and the any other Transaction Agreements to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by each Acquirer Party of this Agreement and the any other Transaction Agreements to which it is a party party, the performance by Acquirer of its obligations hereunder and thereunder and the consummation by each Acquirer Party of the transactions contemplated by this Agreement hereby and the other Transaction Agreements to which it is a party thereby have been duly and validly authorized by such Acquirer PartyAcquirer, and no other limited partnership proceedings on the part of either Acquirer Party is necessary to authorize this Agreement and the or any other Transaction Agreements to which it is a party or to consummate the transactions contemplated by this hereby and thereby. (b) This Agreement and the has been, and, upon their execution, any other Transaction Agreements to which it is a party. (b) This Agreement and the other Transaction Agreements to which an Acquirer Party is a party shall have been, or, in the case of the Transaction Agreements to be delivered after the Execution Date, will be, duly executed and delivered by such Acquirer Party, and, assuming the due authorization, execution and delivery by the Contributor Parties, this Agreement and the constitutes and, upon their execution, any other Transaction Agreements to which an Acquirer Party it is a party constitute the shall constitute, legal valid and binding agreement agreements of such Acquirer PartyAcquirer, enforceable against such Acquirer Party in accordance with its their respective terms, except as such enforceability may be limited by Creditors’ Rights. (c) The issuance of the Crosstex MLP Class B AmeriGas Common Units comprising the Equity Consideration, and the issuance of the Crosstex MLP Common Units issuable upon the conversion of such Crosstex MLP Class B Units, have each Consideration has been duly authorized in accordance with the Organizational Documents of Crosstex MLPAcquirer. The Crosstex MLP Class B AmeriGas Common Units comprising the Equity Consideration, and the Crosstex MLP Common Units issuable upon the conversion of such Crosstex MLP Class B Units, when issued and delivered to the Contributors ETP in accordance with the terms of this Agreement, will be validly issued, fully paid (to the extent required under the Crosstex MLP Partnership Agreement), and nonassessable (except to the extent nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act) and, except for restrictions contained in the Crosstex MLP Partnership Agreement, and free of any Lien or restrictions upon voting or transfer thereof pursuant to any Contract to which any of the Crosstex AmeriGas Entities is a party or by which any property or asset of any such Person is bound or affected, other than (i) pursuant to the Organizational Documents of Acquirer and (ii) any restrictions in the Unitholder Agreement. Upon issuance and delivery of the Crosstex MLP Class B AmeriGas Common Units comprising the Equity Consideration, each Contributor ETP will be duly admitted to Crosstex MLP Acquirer as an additional limited partner. (d) The Partnership Agreement Amendment has been duly and validly authorized and approved by Crosstex GP LLC, and no other limited partnership or limited liability company proceedings on the part of the Crosstex GP LLC or Crosstex MLP are necessary to authorize and approve the Partnership Agreement Amendment.

Authority; Enforceability; Valid Issuance. (a) Each of the Acquirer Parties Seller has the requisite limited partnership liability company power and authority to execute and deliver this Agreement and the other Transaction Agreements Documents to which it is a party party, and to consummate the transactions contemplated thereby. The execution and delivery by this Agreement and Seller of the other Transaction Agreements Documents to which it is a party. The execution and delivery by each Acquirer Party of this Agreement and the other Transaction Agreements to which it is a party , and the consummation by each Acquirer Party it of the transactions contemplated by this Agreement and the other Transaction Agreements to which it is a party thereby, have been duly and validly authorized by such Acquirer PartySeller, and no other limited partnership liability company proceedings on the part of either Acquirer Party is Seller are necessary to authorize this Agreement and the other Transaction Agreements Documents to which it is a party or to consummate the transactions contemplated by this Agreement and the other Transaction Agreements Documents to which it is a party. (b) This Agreement and the other The Transaction Agreements Documents to which an Acquirer Party Seller is a party have been, or, in the case of the Transaction Agreements to be delivered after the Execution Date, will be, been duly executed and delivered by such Acquirer PartySeller, and, assuming the due authorization, execution and delivery by the Contributor Partiesother parties thereto, this Agreement and the other each Transaction Agreements Document to which an Acquirer Party Seller is a party constitute constitutes the valid and binding agreement of such Acquirer PartySeller, enforceable against such Acquirer Party Seller in accordance with its terms, except as such enforceability may be limited by Creditors’ Rights. (c) The issuance of the Crosstex MLP Class B Convertible Preferred Units comprising pursuant to the Equity Consideration, Contribution Agreement and the issuance of Conversion Units (as defined in the Crosstex MLP Common Units issuable upon the conversion of such Crosstex MLP Class B Units, Contribution Agreement) have each been duly authorized in accordance with the Organizational Documents of Crosstex MLPAMID. The Crosstex MLP Class B Units comprising the Equity Consideration, and the Crosstex MLP Common Units issuable upon the conversion of such Crosstex MLP Class B Convertible Preferred Units, when issued and delivered to the Contributors HPIP in accordance with the terms of this Agreement, and the Conversion Units, when issued upon conversion of the Convertible Preferred Units, in each case will be validly issued, fully paid (to the extent required under the Crosstex MLP Third Amended and Restated Partnership Agreement), not be issued in violation of any pre-emptive rights or other similar rights, nonassessable (except to the extent as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act) and, except for restrictions contained as provided in the Crosstex MLP Third Amended and Restated Partnership Agreement, free of any restrictions restriction upon voting or transfer thereof thereof, other than transfer restrictions imposed by federal and state securities laws or as set forth in the Third Amended and Restated Partnership Agreement, pursuant to the Organizational Documents of AMID or any Contract to which any of the Crosstex AMID Entities is a party or by which any property or asset of any such Person is bound or affected. Upon issuance and delivery of the Crosstex MLP Class B Units comprising the Equity Consideration, each Contributor will be duly admitted to Crosstex MLP as an additional limited partner. (d) The Partnership Agreement Amendment has been duly and validly authorized and approved by Crosstex GP LLC, and no other limited partnership or limited liability company proceedings on the part of the Crosstex GP LLC or Crosstex MLP are necessary to authorize and approve the Partnership Agreement Amendment.

Authority; Enforceability; Valid Issuance. (a) Each of the Acquirer Parties AMID has the requisite limited partnership power and authority to execute and deliver this Agreement and the other Transaction Agreements Documents to which it is a party party, and to consummate the transactions contemplated thereby. The execution and delivery by this Agreement and AMID of the other Transaction Agreements Documents to which it is a party. The execution and delivery by each Acquirer Party of this Agreement and the other Transaction Agreements to which it is a party , and the consummation by each Acquirer Party it of the transactions contemplated by this Agreement and the other Transaction Agreements to which it is a party thereby, have been duly and validly authorized by such Acquirer PartyAMID, and no other limited partnership proceedings on the part of either Acquirer Party is AMID are necessary to authorize this Agreement and the other Transaction Agreements Documents to which it is a party or to consummate the transactions contemplated by this Agreement and the other Transaction Agreements Documents to which it is a party. (b) This Agreement and the other The Transaction Agreements Documents to which an Acquirer Party AMID is a party have been, or, in the case of the Transaction Agreements to be delivered after the Execution Date, will be, been duly executed and delivered by such Acquirer PartyAMID, and, assuming the due authorization, execution and delivery by the Contributor Partiesother parties thereto, this Agreement and the other each Transaction Agreements Document to which an Acquirer Party AMID is a party constitute constitutes the valid and binding agreement of such Acquirer PartyAMID, enforceable against such Acquirer Party AMID in accordance with its terms, except as such enforceability may be limited by Creditors’ Rights. (c) The issuance of the Crosstex MLP Class B Convertible Preferred Units comprising the Equity Consideration, pursuant to this Agreement and the issuance of the Crosstex MLP Common Conversion Units issuable upon the conversion of such Crosstex MLP Class B Units, have each been duly authorized in accordance with the Organizational Documents of Crosstex MLPAMID. The Crosstex MLP Class B Units comprising the Equity Consideration, and the Crosstex MLP Common Units issuable upon the conversion of such Crosstex MLP Class B Convertible Preferred Units, when issued and delivered to the Contributors HPIP in accordance with the terms of this Agreement, and the Conversion Units, when issued upon conversion of the Convertible Preferred Units, in each case will be validly issued, fully paid (to the extent required under the Crosstex MLP Third Amended and Restated Partnership Agreement), not be issued in violation of any pre-emptive rights or other similar rights, nonassessable (except to the extent as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act) and, except for restrictions contained as provided in the Crosstex MLP Third Amended and Restated Partnership Agreement, free of any restrictions restriction upon voting or transfer thereof (other than transfer restrictions imposed by federal and state securities laws or as set forth in the Third Amended and Restated Partnership Agreement, including the restrictive legend to be included on the certificate for the Convertible Preferred Units as referenced in Section 3.22(a)) pursuant to the Organizational Documents of AMID or any Contract to which any of the Crosstex AMID Entities is a party or by which any property or asset of any such Person is bound or affected. Upon issuance and delivery of the Crosstex MLP Class B Units comprising the Equity ConsiderationConvertible Preferred Units, each Contributor will be HPIP was duly admitted to Crosstex MLP AMID as an additional limited partnerpartner in respect of such Convertible Preferred Units. (d) The Partnership Agreement Amendment has been duly and validly authorized and approved by Crosstex GP LLC, and no other limited partnership or limited liability company proceedings on the part of the Crosstex GP LLC or Crosstex MLP are necessary to authorize and approve the Partnership Agreement Amendment.

Authority; Enforceability; Valid Issuance. (a) Each of the Acquirer Parties Buyer Party has the requisite partnership or limited partnership liability company power and authority to execute and deliver this Agreement and the other Transaction Agreements to which it is a party and to consummate the transactions contemplated by this Agreement and the other Transaction Agreements to which it is a partyAgreement. The execution and delivery by each Acquirer Party the Buyer Parties of this Agreement and the other Transaction Agreements to which it is a party and the consummation by each Acquirer Party the Buyer Parties of the transactions contemplated by this Agreement and the other Transaction Agreements to which it is a party have been duly and validly authorized by such Acquirer Partythe Buyer Parties, and no other partnership or limited partnership liability company proceedings on the part of either Acquirer Party is the Buyer Parties are necessary to authorize this Agreement and the other Transaction Agreements to which it is a party or to consummate the transactions contemplated by this Agreement and the other Transaction Agreements to which it is a partyAgreement. (b) This Agreement and the other Transaction Agreements to which an Acquirer Party is a party have been, or, in the case of the Transaction Agreements to be delivered after the Execution Date, will be, has been duly executed and delivered by such Acquirer Partythe Buyer Parties, and, assuming the due authorization, execution and delivery by the Contributor PartiesSeller, this Agreement and the other Transaction Agreements to which an Acquirer Party is a party constitute constitutes the valid and binding agreement of such Acquirer Partythe Buyer Parties, enforceable against such Acquirer Party the Buyer Parties in accordance with its terms, except as such enforceability may be limited by Creditors’ Rights. (c) The issuance of the Crosstex MLP Class B Convertible Preferred Units comprising the Equity Consideration, and the issuance of the Crosstex MLP ETE Common Units issuable upon the conversion of such Crosstex MLP Class B Units, the Convertible Preferred Units have each been duly authorized in accordance with the Organizational Documents of Crosstex MLPETE. The Crosstex MLP Class B Units comprising the Equity Consideration, and the Crosstex MLP Common Units issuable upon the conversion of such Crosstex MLP Class B Convertible Preferred Units, when issued and delivered to the Contributors Seller in accordance with the terms of this Agreement, and the ETE Common Units issuable upon conversion of the Convertible Preferred Units, when issued upon conversion of the Convertible Preferred Units, in each case will be validly issued, fully paid (to the extent required under the Crosstex MLP ETE Partnership Agreement), nonassessable (except to the extent nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act) and, except for restrictions contained in the Crosstex MLP Partnership Agreement, and free of any restrictions upon voting or transfer thereof pursuant to the Organizational Documents of ETE or any Contract to which any of the Crosstex ETE Entities is a party or by which any property or asset of any such Person is bound or affected. Upon issuance and delivery of the Crosstex MLP Class B Units comprising the Equity ConsiderationConvertible Preferred Units, each Contributor Seller will be duly admitted to Crosstex MLP ETE as an additional limited partner. (d) The Partnership Agreement Amendment has been duly and validly authorized and approved by Crosstex GP LLC, and no other limited partnership or limited liability company proceedings on the part of the Crosstex GP LLC or Crosstex MLP are necessary to authorize and approve the Partnership Agreement Amendment.