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

Authority; Enforceability; Valid Issuance. (a) Each ETP Merger Party has the requisite limited partnership or limited liability company, as applicable, power and authority to execute and deliver the Transaction Documents to which it is, or will be, a party, and to consummate the transactions contemplated thereby. The execution and delivery by each ETP Merger Party of the Transaction Documents to which it is, or will be, a party, and the consummation by it of the transactions contemplated thereby, have been duly and validly authorized by such ETP Merger Party, and no other limited partnership or limited liability company proceedings on the part of such ETP Merger Party are necessary to authorize the Transaction Documents to which it is, or will be, a party or to consummate the transactions contemplated by the Transaction Documents to which it is, or will be, a party. (b) The Transaction Documents have been (or will be, when executed and delivered at the Closing) duly executed and delivered by ETP and ETP Merger Sub, and, assuming the due authorization, execution and delivery by the other parties thereto, each Transaction constitutes (or will constitute, when executed and delivered at the Closing) the valid and binding agreement of ETP and ETP Merger Sub, enforceable against ETP and ETP Merger Sub in accordance with its terms, except as such enforceability may be limited by Creditors’ Rights.

Authority; Enforceability; Valid Issuance. (aA) Each ETP Merger ETE Party has the requisite limited partnership or limited liability company, as applicable, power and authority to execute and deliver the Transaction Documents to which it is, or will be, a party, and to consummate the transactions contemplated thereby. The execution and delivery by each ETP Merger such ETE Party of the Transaction Documents to which it such ETE Party is, or will be, a party, and the consummation by it such ETE Party of the transactions contemplated thereby, have been duly and validly authorized by such ETP Merger ETE Party, and no other limited partnership or limited liability company proceedings on the part of such ETP Merger ETE Party are necessary to authorize the Transaction Documents to which it is, or will be, a party or to consummate the transactions contemplated by the Transaction Documents to which it is, or will be, a party. (bB) The Transaction Documents to which such ETE Party is, or will be, a party have been (or will be, when executed and delivered at the Closingeach Closing Date) duly executed and delivered by ETP and ETP Merger Subsuch ETE Party, and, assuming the due authorization, execution and delivery by the other parties thereto, each Transaction Document to which such ETE Party is, or will be, a party constitutes (or will constitute, when executed and delivered at the Closingeach Closing Date) the valid and binding agreement of ETP and ETP Merger Subsuch ETE Party, enforceable against ETP and ETP Merger Sub such ETE Party in accordance with its terms, except as such enforceability may be limited by Creditors’ Rights. (C) The Merger Agreement has been duly authorized, executed and delivered by ETE, and is a valid and binding agreement of ETE, enforceable against ETE in accordance with its terms, except as enforceability may be limited by Creditors’ Rights.

Authority; Enforceability; Valid Issuance. (a) Each ETP Merger Party ETE has the requisite limited partnership or limited liability company, as applicable, power and authority to execute and deliver the Transaction Documents to which it is, or will be, a party, and to consummate the transactions contemplated thereby. The execution and delivery by each ETP Merger Party ETE of the Transaction Documents to which it is, or will be, a party, and the consummation by it of the transactions contemplated thereby, have been duly and validly authorized by such ETP Merger PartyETE, and no other limited partnership or limited liability company proceedings on the part of such ETP Merger Party ETE are necessary to authorize the Transaction Documents to which it is, or will be, a party or to consummate the transactions contemplated by the Transaction Documents to which it is, or will be, a party. (b) The Transaction Documents to which ETE is, or will be, a party have been (or will be, when executed and delivered at the Closing) duly executed and delivered by ETP and ETP Merger SubETE, and, assuming the due authorization, execution and delivery by the other parties thereto, each Transaction Document to which ETE is, or will be, a party constitutes (or will constitute, when executed and delivered at the Closing) the valid and binding agreement of ETP and ETP Merger SubETE, enforceable against ETP and ETP Merger Sub ETE in accordance with its terms, except as such enforceability may be limited by Creditors’ Rights. (c) The redemption of the Redeemed Units pursuant to this Agreement has been duly authorized by ETE and there are no liens, claims, encumbrances, preemptive rights, rights of first refusal, options, calls or other similar rights of any Person with respect to the Redeemed Units, other than those set forth in the ETP Partnership Agreement.