Common use of Authority; No Violation; Consents and Approvals Clause in Contracts

Authority; No Violation; Consents and Approvals. ETP has all requisite limited partnership power and authority to enter into this Agreement and to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by ETP of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite partnership action on the part of ETP, and no other partnership or other organizational proceeding on the part of ETP or any affiliate thereof is necessary to consummate the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by ETP and, assuming the due authorization, execution and delivery hereof by OGE, constitutes a legal, valid and binding agreement of ETP, enforceable against ETP in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)). Except as disclosed in Section 3.2 of the ETP Disclosure Schedule and for matters expressly contemplated by this Agreement and matters described in clauses (b), (c), (d) or (e) below that could not, individually or in the aggregate, reasonably be expected to have an ETIH Material Adverse Effect, neither the execution and delivery by ETP of this Agreement, nor the consummation by ETP or any of the ETIH Group Entities of the transactions contemplated hereby, including the execution and delivery of the LLC Agreement, the ETP Services Agreement, the Omnibus Agreement, Employee Transition Agreement, and the ETP Transitional Seconding Agreement on or prior to the Closing Date, and the performance by ETP of this Agreement will (a) violate or conflict with any provision of the Governing Documents of ETP or any of the ETIH Group Entities; (b) require any consent, approval, authorization or permit of, registration, declaration or filing with, or notification to, any Governmental Entity; (c) require any consent or approval of any counterparty to, or result in any breach of or constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, cancellation, amendment or acceleration of any obligation or the loss of any benefit under, any agreement or instrument to which ETP or any of its Subsidiaries, including any of the ETIH Group Entities, is a party or by or to which any of their properties are bound; (d) result in the creation of an Encumbrance upon or require the sale or give any person the right to acquire any of the assets of ETP or any of its Subsidiaries, including any of the ETIH Group Entities, or restrict, hinder, impair or limit the ability of ETP or any of its Subsidiaries, including any of the ETIH Group Entities, to carry on their businesses as and where they are now being carried on; or (e) violate or conflict with any Law applicable to ETP or any of its Subsidiaries, including any of the ETIH Group Entities.

Authority; No Violation; Consents and Approvals. ETP OGE has all requisite limited partnership corporate power and authority to enter into this Agreement and to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by ETP OGE of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite partnership corporate action on the part of ETPOGE, and no other partnership corporate or other organizational proceeding on the part of ETP OGE or any affiliate thereof is necessary to consummate the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by ETP OGE and, assuming the due authorization, execution and delivery hereof by OGEETP, constitutes a legal, valid and binding agreement of ETPOGE, enforceable against ETP OGE in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)). Except as disclosed in Section 3.2 4.2 of the ETP OGE Disclosure Schedule and for matters expressly contemplated by this Agreement and matters described in clauses (b), (c), (d) or (e) below that could not, individually or in the aggregate, reasonably be expected to have an ETIH Enogex Material Adverse Effect, neither the execution and delivery by ETP OGE of this Agreement, nor the consummation by ETP OGE or any of the ETIH Enogex Group Entities of the transactions contemplated hereby, including the execution and delivery of the LLC Agreement, the ETP OGE Services Agreement, the Omnibus Agreement, Employee Transition Agreement, Agreement and the ETP OGE Transitional Seconding Agreement on or prior to the Closing Date, Date and the performance by ETP OGE of this Agreement will (a) violate or conflict with any provision of the Governing Documents of ETP OGE or any of the ETIH Enogex Group Entities; (b) require any consent, approval, authorization or permit of, registration, declaration or filing with, or notification to, any Governmental Entity; (c) require any consent or approval of any counterparty to, or result in any breach of or constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, cancellation, amendment or acceleration of any obligation or the loss of any benefit under, any agreement or instrument to which ETP OGE or any of its Subsidiaries, including any of the ETIH Enogex Group Entities, is a party or by or to which any of their properties are bound; (d) result in the creation of an Encumbrance upon or require the sale or give any person the right to acquire any of the assets of ETP OGE or any of its Subsidiaries, including any of the ETIH Enogex Group Entities, or restrict, hinder, impair or limit the ability of ETP OGE or any of its Subsidiaries, including any of the ETIH Enogex Group Entities, to carry on their businesses as and where they are now being carried on; or (e) violate or conflict with any Law applicable to ETP OGE or any of its Subsidiaries, including any of the ETIH Enogex Group Entities.

Authority; No Violation; Consents and Approvals. ETP (a) The Company has all requisite limited partnership corporate power and authority to enter into execute and deliver this Agreement and and, subject to carry out its obligations hereunder receipt of the Company Shareholder Approval if required by applicable Law to consummate the Merger, and to consummate the other transactions contemplated herebyby this Agreement. The execution, execution and delivery and performance by ETP of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby by this Agreement have been duly authorized by all requisite partnership necessary corporate action on the part of ETP, the Company and no other partnership or other organizational proceeding corporate proceedings on the part of ETP the Company are necessary to authorize this Agreement or any affiliate thereof is necessary to consummate the transactions contemplated by this AgreementAgreement (other than the obtaining of the Company Shareholder Approval for the Merger, if required by applicable Law). This Agreement has been duly executed and delivered by ETP the Company and, assuming the due authorization, execution and delivery hereof by OGEeach of the other parties hereto, constitutes a legal, valid and binding agreement obligation of ETPthe Company, enforceable against ETP the Company in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles terms. The Board of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)). Except as disclosed in Section 3.2 Directors of the ETP Disclosure Schedule Company has unanimously, by resolutions duly adopted at a meeting duly called and for matters expressly held (i) approved and adopted this Agreement, and declared this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement advisable, fair to and matters described in clauses (b), (c), (d) or (e) below that could not, individually or in the aggregate, reasonably be expected to have an ETIH Material Adverse Effect, neither the execution and delivery by ETP of this Agreement, nor the consummation by ETP or any best interests of the ETIH Group Entities Company and the Company Shareholders and taken all corporate action required to be taken by the Board of Directors of the Company to authorize and approve the entering into and consummation of the transactions contemplated hereby, including the execution and delivery of the LLC Agreement, the ETP Services Agreement, the Omnibus Agreement, Employee Transition by this Agreement, and (ii) resolved to recommend that the ETP Transitional Seconding Company Shareholders accept the Offer, that the Company Shareholders tender their shares of Company Common Stock in the Offer to Merger Sub, and that the Company Shareholders approve and adopt this Agreement on or prior and the Merger to the Closing Dateextent required by applicable Law. Subject to Section 5.02, and the performance by ETP Board of this Agreement will (a) violate Directors has not rescinded, modified or conflict with any provision of the Governing Documents of ETP or any of the ETIH Group Entities; (b) require any consent, approval, authorization or permit of, registration, declaration or filing with, or notification to, any Governmental Entity; (c) require any consent or approval of any counterparty to, or result withdrawn such resolutions in any breach of or constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, cancellation, amendment or acceleration of any obligation or the loss of any benefit under, any agreement or instrument to which ETP or any of its Subsidiaries, including any of the ETIH Group Entities, is a party or by or to which any of their properties are bound; (d) result in the creation of an Encumbrance upon or require the sale or give any person the right to acquire any of the assets of ETP or any of its Subsidiaries, including any of the ETIH Group Entities, or restrict, hinder, impair or limit the ability of ETP or any of its Subsidiaries, including any of the ETIH Group Entities, to carry on their businesses as and where they are now being carried on; or (e) violate or conflict with any Law applicable to ETP or any of its Subsidiaries, including any of the ETIH Group Entitiesway.

Authority; No Violation; Consents and Approvals. ETP (a) Each of the MLP Parties has all requisite limited liability company or partnership power and authority authority, as applicable, to enter into this Agreement and to carry out its obligations hereunder and and, subject to, with respect to consummation of the Merger, MLP Unitholder Approval, to consummate the transactions contemplated hereby. The execution, delivery and performance by ETP each MLP Party of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite partnership limited liability company or partnership, as applicable, action on the part of ETPsuch MLP Party. Subject to MLP Unitholder Approval, and no other limited liability company or partnership or other organizational proceeding on the part of ETP or any affiliate thereof is proceedings are necessary to consummate the transactions contemplated by this AgreementAgreement (except for the filing of the appropriate merger documents as required by Delaware law). This Agreement has been duly executed and delivered by ETP each MLP Party and, assuming the due authorization, execution and delivery hereof by OGEthe Other Parties, constitutes a legal, valid and binding agreement of ETPeach MLP Party, enforceable against ETP such MLP Party in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding Proceeding in equity or at law)). Except as disclosed in Section 3.2 The adoption of this Agreement by the affirmative vote or consent of the ETP Disclosure Schedule and for matters expressly contemplated by Holders of at least a “Unit Majority” (as such term is defined in the MLP Partnership Agreement) (the “MLP Unitholder Approval”) is the only additional vote of partnership interests in MLP necessary to approve this Agreement and matters described in clauses (b), (c), (d) or (e) below that could not, individually or in the aggregate, reasonably be expected to have an ETIH Material Adverse Effect, neither the execution and delivery by ETP of this Agreement, nor the consummation by ETP or any of the ETIH Group Entities of the transactions contemplated hereby, including the execution and delivery of the LLC Agreement, the ETP Services Agreement, the Omnibus Agreement, Employee Transition Agreement, and the ETP Transitional Seconding Agreement on or prior to the Closing Date, and the performance by ETP of this Agreement will (a) violate or conflict with any provision of the Governing Documents of ETP or any of the ETIH Group Entities; (b) require any consent, approval, authorization or permit of, registration, declaration or filing with, or notification to, any Governmental Entity; (c) require any consent or approval of any counterparty to, or result in any breach of or constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, cancellation, amendment or acceleration of any obligation or the loss of any benefit under, any agreement or instrument to which ETP or any of its Subsidiaries, including any of the ETIH Group Entities, is a party or by or to which any of their properties are bound; (d) result in the creation of an Encumbrance upon or require the sale or give any person the right to acquire any of the assets of ETP or any of its Subsidiaries, including any of the ETIH Group Entities, or restrict, hinder, impair or limit the ability of ETP or any of its Subsidiaries, including any of the ETIH Group Entities, to carry on their businesses as and where they are now being carried on; or (e) violate or conflict with any Law applicable to ETP or any of its Subsidiaries, including any of the ETIH Group EntitiesMerger.

Authority; No Violation; Consents and Approvals. ETP Each of the Buyer Parties has all requisite corporate, limited liability company, partnership or other power and authority to enter into this Agreement and to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by ETP each Buyer Party of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate, limited liability company, partnership or other action on the part of ETPsuch Buyer Party, and subject to the Buyer Unitholder Approval, no other corporate, limited liability company, partnership or other organizational proceeding on the part of ETP or any affiliate thereof is proceedings are necessary to consummate the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by ETP each Buyer Party and, assuming the due authorization, execution and delivery hereof by OGEMLP and MLP General Partner, constitutes a legal, valid and binding agreement of ETPeach Buyer Party, enforceable against ETP such Buyer Party in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)). The Buyer Unitholder Approval is the only additional vote of partnership interest holders in Buyer necessary to approve this Agreement and the Merger. Except as disclosed in Section 3.2 of the ETP Disclosure Schedule and for matters expressly contemplated by this Agreement and matters described in clauses (b), (c), ) or (d) or (e) below that could would not, individually or in the aggregate, reasonably be expected to have an ETIH a Buyer Material Adverse Effect, neither the execution and delivery by ETP the Buyer Parties of this Agreement, nor the consummation by ETP or any of the ETIH Group Entities Buyer Parties of the transactions contemplated hereby, including the execution and delivery of the LLC Agreement, the ETP Services Agreement, the Omnibus Agreement, Employee Transition Agreement, and the ETP Transitional Seconding Agreement on or prior to the Closing Date, hereby and the performance by ETP the Buyer Parties of this Agreement will (a) violate or conflict with any provision of the Governing Documents of ETP or any governing documents of the ETIH Buyer Group Entities; (b) require any consent, approval, authorization or permit of, registration, declaration or filing with, or notification to, any Governmental Entity; (c) require any consent or approval of any counterparty to, or result in any breach of or constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, cancellation, amendment or acceleration of any obligation or the loss of any benefit under, any agreement or instrument to which ETP or any of its Subsidiaries, including any of the ETIH Group Entities, is a party or by or to which any of their properties are bound; (d) result in the creation of an Encumbrance upon or require the sale or give any person the right to acquire any of the assets of ETP or any of its Subsidiaries, including any of the ETIH Group Entities, or restrict, hinder, impair or limit the ability of ETP or any of its Subsidiaries, including any of the ETIH Group Entities, to carry on their businesses as and where they are now being carried on; or (e) violate or conflict with any Law applicable to ETP or any of its Subsidiaries, including any of the ETIH Group Entities.;

Authority; No Violation; Consents and Approvals. ETP Each of the MLP Parties has all requisite corporate, limited liability company, partnership or other power and authority to enter into this Agreement and to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by ETP each MLP Party of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate, limited liability company, partnership or other action on the part of ETPsuch MLP Party, and and, subject to MLP Unitholder Approval, no other corporate, limited liability company, partnership or other organizational proceeding on the part of ETP or any affiliate thereof is proceedings are necessary to consummate the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by ETP each MLP Party and, assuming the due authorization, execution and delivery hereof by OGEBuyer, Buyer General Partner and Buyer GP Holdco, constitutes a legal, valid and binding agreement of ETPsuch MLP Party, enforceable against ETP such MLP Party in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)). The MLP Unitholder Approval is the only additional vote of partnership interest holders in MLP necessary to approve this Agreement and the Merger. Except as disclosed in Section 3.2 of the ETP Disclosure Schedule and for matters expressly contemplated by this Agreement and matters described in clauses (b), (c), ) or (d) or (e) below that could would not, individually or in the aggregate, reasonably be expected to have an ETIH MLP Material Adverse Effect, neither the execution and delivery by ETP the MLP Parties of this Agreement, nor the consummation by ETP or any of the ETIH Group Entities MLP Parties of the transactions contemplated hereby, including the execution and delivery of the LLC Agreement, the ETP Services Agreement, the Omnibus Agreement, Employee Transition Agreement, and the ETP Transitional Seconding Agreement on or prior to the Closing Date, hereby and the performance by ETP the MLP Parties of this Agreement will (a) violate or conflict with any provision of the Governing Documents of ETP or any governing documents of the ETIH MLP Group Entities; (b) require any consent, approval, authorization or permit of, registration, declaration or filing with, or notification to, any Governmental EntityEntity or any other person; (c) require any consent or approval of any counterparty to, or result in any breach of or constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, cancellation, amendment or acceleration of any obligation or the loss of any benefit under, under any agreement or instrument to which ETP or any of its Subsidiaries, including any of the ETIH MLP Group Entities, Entities is a party or by or to which any of their properties are bound; (d) result in the creation of an Encumbrance upon or require the sale or give any person the right to acquire any of the assets of ETP or any of its Subsidiaries, including any of the ETIH MLP Group Entities, or restrict, hinder, impair or limit the ability of ETP or any of its Subsidiaries, including any of the ETIH MLP Group Entities, Entities to carry on their businesses as and where they are now being carried on; or (e) violate or conflict with any Law applicable to ETP or any of its Subsidiaries, including any the MLP Group Entities. Section 3.2 of the ETIH MLP Disclosure Schedule identifies all material consents, approvals and authorizations of any Governmental Entity or third party that are required to be obtained by any MLP Group EntitiesEntity in connection with (1) the execution and delivery by the MLP Parties of this Agreement or (2) the consummation by the MLP Group Entities of the transactions contemplated by this Agreement.

Authority; No Violation; Consents and Approvals. ETP (a) The Company and each of its Subsidiaries has all requisite limited partnership power and authority to enter into execute and deliver this Agreement and each of the Transaction Documents to carry out which it is a party and, subject to the receipt of the Requisite Regulatory Approvals and the Company Shareholder Approval, to consummate or cause to be consummated the Transactions to which it is or will be a party and to perform its obligations hereunder and to consummate thereunder. Except for the transactions contemplated hereby. The executionCompany Shareholder Approval, the execution and delivery and performance by ETP of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby Transactions to which each of them is a party have been duly authorized and validly approved by all requisite partnership necessary action on the part of ETP, the Company and no other partnership or other organizational proceeding on the part of ETP or any affiliate thereof is necessary to consummate the transactions contemplated by this Agreementeach Subsidiary. This Agreement has been duly been, and each Transaction Document, when executed and delivered by ETP andthe Company or any Subsidiary, as applicable, will be, duly and validly executed and delivered by the Company and any such Subsidiary, as applicable, and (assuming the due authorization, execution and delivery hereof by OGEthe other parties hereto or thereto), this Agreement and each Transaction Document constitutes or will constitute a legal, valid and binding agreement obligation of ETPthe Company and each Subsidiary party thereto, enforceable against ETP such party in accordance with its terms (or their terms, except insofar as such enforceability enforcement may be limited by (i) the effect of bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, conservatorship, arrangement, moratorium and similar or other laws affecting or relating to the rights of creditors generally, or affecting creditors’ rights generally (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and by general principles of equity (equity, regardless of whether such enforceability is considered in a proceeding in equity or at law)). Except as disclosed in Section 3.2 of the ETP Disclosure Schedule and for matters expressly contemplated by this Agreement and matters described in clauses (b), (c), (d) or (e) below that could not, individually or in the aggregate, reasonably be expected to have an ETIH Material Adverse Effect, neither the execution and delivery by ETP of this Agreement, nor the consummation by ETP or any of the ETIH Group Entities of the transactions contemplated hereby, including the execution and delivery of the LLC Agreement, the ETP Services Agreement, the Omnibus Agreement, Employee Transition Agreement, and the ETP Transitional Seconding Agreement on or prior to the Closing Date, and the performance by ETP of this Agreement will (a) violate or conflict with any provision of the Governing Documents of ETP or any of the ETIH Group Entities; (b) require any consent, approval, authorization or permit of, registration, declaration or filing with, or notification to, any Governmental Entity; (c) require any consent or approval of any counterparty to, or result in any breach of or constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, cancellation, amendment or acceleration of any obligation or the loss of any benefit under, any agreement or instrument to which ETP or any of its Subsidiaries, including any of the ETIH Group Entities, is a party or by or to which any of their properties are bound; (d) result in the creation of an Encumbrance upon or require the sale or give any person the right to acquire any of the assets of ETP or any of its Subsidiaries, including any of the ETIH Group Entities, or restrict, hinder, impair or limit the ability of ETP or any of its Subsidiaries, including any of the ETIH Group Entities, to carry on their businesses as and where they are now being carried on; or (e) violate or conflict with any Law applicable to ETP or any of its Subsidiaries, including any of the ETIH Group Entities.

Authority; No Violation; Consents and Approvals. ETP (a) The Company has all requisite limited partnership corporate power and authority to enter into execute and deliver this Agreement and and, subject to carry out its obligations hereunder and receipt of the Company Shareholder Approval if required by applicable Law to consummate the Merger, to consummate the other transactions contemplated herebyby this Agreement. The execution, execution and delivery and performance by ETP of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby by this Agreement have been duly authorized by all requisite partnership necessary corporate action on the part of ETP, the Company and no other partnership or other organizational proceeding corporate proceedings on the part of ETP the Company are necessary to authorize this Agreement or any affiliate thereof is necessary to consummate the transactions contemplated by this AgreementAgreement (other than the obtaining of the Company Shareholder Approval for the Merger, if required by applicable Law). This Agreement has been duly executed and delivered by ETP the Company and, assuming the due authorization, execution and delivery hereof by OGEeach of the other parties hereto, constitutes a legal, valid and binding agreement obligation of ETPthe Company, enforceable against ETP the Company in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles terms. The Board of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)). Except as disclosed in Section 3.2 Directors of the ETP Disclosure Schedule Company has, by resolutions duly adopted at a meeting duly called and for matters expressly held (i) approved and adopted this Agreement, and declared this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement advisable, fair to and matters described in clauses (b), (c), (d) or (e) below that could not, individually or in the aggregate, reasonably be expected to have an ETIH Material Adverse Effect, neither the execution and delivery by ETP of this Agreement, nor the consummation by ETP or any best interests of the ETIH Group Entities Company and the Company Shareholders and taken all corporate action required to be taken by the Board of Directors of the Company to authorize and approve the entering into and consummation of the transactions contemplated hereby, including the execution and delivery of the LLC Agreement, the ETP Services Agreement, the Omnibus Agreement, Employee Transition by this Agreement, and (ii) resolved to recommend that the ETP Transitional Seconding Company Shareholders accept the Offer, that the Company Shareholders tender their shares of Company Common Stock in the Offer to Merger Sub, and that the Company Shareholders approve and adopt this Agreement on or prior and the Merger to the Closing Dateextent required by applicable Law. Subject to Section 5.02, and the performance by ETP Board of this Agreement will (a) violate Directors has not rescinded, modified or conflict with any provision of the Governing Documents of ETP or any of the ETIH Group Entities; (b) require any consent, approval, authorization or permit of, registration, declaration or filing with, or notification to, any Governmental Entity; (c) require any consent or approval of any counterparty to, or result withdrawn such resolutions in any breach of or constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, cancellation, amendment or acceleration of any obligation or the loss of any benefit under, any agreement or instrument to which ETP or any of its Subsidiaries, including any of the ETIH Group Entities, is a party or by or to which any of their properties are bound; (d) result in the creation of an Encumbrance upon or require the sale or give any person the right to acquire any of the assets of ETP or any of its Subsidiaries, including any of the ETIH Group Entities, or restrict, hinder, impair or limit the ability of ETP or any of its Subsidiaries, including any of the ETIH Group Entities, to carry on their businesses as and where they are now being carried on; or (e) violate or conflict with any Law applicable to ETP or any of its Subsidiaries, including any of the ETIH Group Entitiesway.

Authority; No Violation; Consents and Approvals. ETP (a) Subject to the receipt of all Requisite Regulatory Approvals, PICA has all requisite limited partnership full corporate power and authority to enter into execute and deliver this Agreement and to carry out its obligations hereunder and to consummate the transactions contemplated herebyhereby and PICA has the authority, assuming all Requisite Regulatory Approvals are duly received, to adopt the Plan of Conversion and carry out its obligations thereunder. The execution, execution and delivery and performance by ETP of this Agreement by PICA and the consummation of the transactions contemplated hereby have been duly authorized by the Board of Directors of PICA. The Board of Directors of PICA has adopted the Plan of Conversion and directed that the Plan of Conversion and this Agreement and the transactions contemplated by the Plan of Conversion and this Agreement be submitted to the Eligible Members for approval at a meeting of such Eligible Members and, other than obtaining Eligible Member approval and adoption of the Plan of Conversion and this Agreement by the affirmative vote of at least two-thirds of the Eligible Members voting thereon in accordance with Section 1.2 and any actions required to obtain all requisite partnership action Requisite Regulatory Approvals (as defined in Section 8.1(c) of this Agreement), no other corporate proceedings on the part of ETP, PICA are necessary to approve the Plan of Conversion and no other partnership or other organizational proceeding on the part of ETP or any affiliate thereof is necessary this Agreement and to consummate the transactions contemplated by this Agreement. This Subject to the foregoing, this Agreement has been duly and validly executed and delivered by ETP and, PICA and (assuming the due authorization, execution and delivery hereof by OGE, this Agreement constitutes a legal, valid and binding agreement obligation of ETPPRA) constitutes a valid and binding obligation of PICA, enforceable against ETP in accordance with its terms (except insofar as such enforceability may be limited by subject to applicable bankruptcy, insolvencyfraudulent conveyance, fraudulent transfer, reorganization, moratorium insolvency and similar laws relating to or affecting creditors’ rights generally generally, and by subject, as to enforceability, to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity equity. On or at law)). Except as disclosed in Section 3.2 of prior to the ETP Disclosure Schedule and for matters expressly contemplated by this Agreement and matters described in clauses (b), (c), (d) or (e) below that could not, individually or in the aggregate, reasonably be expected to have an ETIH Material Adverse Effect, neither the execution and delivery by ETP date of this Agreement, nor the consummation by ETP or any Board of Directors of PICA received the ETIH Group Entities opinion of Xxxxxxx Xxxxx & Associates that the transactions contemplated herebyPurchase Price is fair, including the execution and delivery from a financial point of the LLC Agreementview, the ETP Services Agreement, the Omnibus Agreement, Employee Transition Agreement, and the ETP Transitional Seconding Agreement on or prior to the Closing DateEligible Members and DR Former Members, and the performance by ETP of this Agreement will (a) violate or conflict with any provision of the Governing Documents of ETP or any of the ETIH Group Entities; (b) require any consent, approval, authorization or permit of, registration, declaration or filing with, or notification to, any Governmental Entity; (c) require any consent or approval of any counterparty to, or result in any breach of or constitute as a default (or an event that, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, cancellation, amendment or acceleration of any obligation or the loss of any benefit under, any agreement or instrument to which ETP or any of its Subsidiaries, including any of the ETIH Group Entities, is a party or by or to which any of their properties are bound; (d) result in the creation of an Encumbrance upon or require the sale or give any person the right to acquire any of the assets of ETP or any of its Subsidiaries, including any of the ETIH Group Entities, or restrict, hinder, impair or limit the ability of ETP or any of its Subsidiaries, including any of the ETIH Group Entities, to carry on their businesses as and where they are now being carried on; or (e) violate or conflict with any Law applicable to ETP or any of its Subsidiaries, including any of the ETIH Group Entitiesgroup.

Authority; No Violation; Consents and Approvals. ETP (a) Eastern has all requisite limited partnership full corporate power and authority to enter into execute and deliver this Agreement and, subject to adoption and to carry out its obligations hereunder and approval of this Agreement by the requisite vote of the Eastern shareholders, to consummate the transactions contemplated herebyby this Agreement. The execution, execution and delivery and performance by ETP of this Agreement and the consummation of the transactions contemplated hereby by this Agreement have been duly authorized and validly approved by the Board of Directors of Eastern. The Board of Directors of Eastern, at a meeting duly called and held at which all requisite partnership action of the directors of Eastern were present, duly and unanimously adopted resolutions approving this Agreement, the Merger and the other transactions contemplated by this Agreement, proposing the Merger in accordance with Section 1922 of the PBCL by adopting a resolution approving this Agreement as a plan of merger for the purposes of Section 1922 of the PBCL, directing that this Agreement be submitted to a vote at a meeting of Eastern’s shareholders entitled to vote hereon and recommending that Eastern’s shareholders approve this Agreement (including approval of this Agreement by the shareholders entitled to vote thereon so the Agreement is adopted for the purposes of Section 1924 of the PBCL), which resolutions have not, except after the date of this Agreement as permitted by Section 6.8, been rescinded, modified or withdrawn in any way. Except for the adoption of this Agreement by the affirmative vote of a majority of the votes cast by the holders of Eastern Common Stock, no other corporate proceedings on the part of ETP, Eastern are necessary to approve this Agreement and no other partnership or other organizational proceeding on the part of ETP or any affiliate thereof is necessary to consummate the transactions contemplated by this Agreement. This Agreement has been duly and validly executed and delivered by ETP and, Eastern and (assuming the due authorization, execution and delivery hereof by OGE, NEWCO and ProAssurance and the receipt of all Requisite Regulatory Approvals (as defined in Section 7.1(b) of this Agreement)) constitutes a legal, valid and binding agreement obligation of ETPEastern, enforceable against ETP in accordance with its terms (except insofar as such enforceability may be limited by subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium insolvency and similar laws relating to or affecting creditors’ rights generally generally, and by subject, as to enforceability, to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity equity. On or at law)). Except as disclosed in Section 3.2 of prior to the ETP Disclosure Schedule and for matters expressly contemplated by this Agreement and matters described in clauses (b), (c), (d) or (e) below that could not, individually or in the aggregate, reasonably be expected to have an ETIH Material Adverse Effect, neither the execution and delivery by ETP date of this Agreement, nor the consummation by ETP or any Board of Directors of Eastern received the ETIH Group Entities opinion of Xxxxx Xxxxxxxx & Xxxxx, Inc. that the transactions contemplated hereby, including the execution and delivery of the LLC Agreement, the ETP Services Agreement, the Omnibus Agreement, Employee Transition Agreement, and the ETP Transitional Seconding Agreement on or prior Merger Consideration is fair to the Closing Date, and the performance by ETP shareholders of this Agreement will (a) violate or conflict with any provision Eastern from a financial point of the Governing Documents of ETP or any of the ETIH Group Entities; (b) require any consent, approval, authorization or permit of, registration, declaration or filing with, or notification to, any Governmental Entity; (c) require any consent or approval of any counterparty to, or result in any breach of or constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, cancellation, amendment or acceleration of any obligation or the loss of any benefit under, any agreement or instrument to which ETP or any of its Subsidiaries, including any of the ETIH Group Entities, is a party or by or to which any of their properties are bound; (d) result in the creation of an Encumbrance upon or require the sale or give any person the right to acquire any of the assets of ETP or any of its Subsidiaries, including any of the ETIH Group Entities, or restrict, hinder, impair or limit the ability of ETP or any of its Subsidiaries, including any of the ETIH Group Entities, to carry on their businesses as and where they are now being carried on; or (e) violate or conflict with any Law applicable to ETP or any of its Subsidiaries, including any of the ETIH Group Entitiesview.

Authority; No Violation; Consents and Approvals. ETP (a) ProAssurance has all requisite limited partnership full corporate power and authority to enter into execute and deliver this Agreement and to carry out its obligations hereunder and to consummate the transactions contemplated herebyby this Agreement. The execution, execution and delivery and performance by ETP of this Agreement and the consummation of the transactions contemplated hereby by this Agreement have been duly authorized and validly approved by all requisite partnership action the PRA Board, and no other corporate proceedings on the part of ETP, ProAssurance (including any approval of the stockholders of ProAssurance) are necessary to approve this Agreement and no other partnership or other organizational proceeding on the part of ETP or any affiliate thereof is necessary to consummate the transactions contemplated by this Agreement. This Agreement has been duly and validly executed and delivered by ETP and, ProAssurance and (assuming the due authorization, execution and delivery hereof by OGE, NORCAL and the receipt of all Requisite Regulatory Approvals) constitutes a legal, valid and binding agreement obligation of ETPProAssurance, enforceable against ETP in accordance with its terms (except insofar as such enforceability may be limited by subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium insolvency and similar laws relating to or affecting creditors’ rights generally generally, and by subject, as to enforceability, to general principles of equity equity. (regardless b) PRA Professional has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of whether such enforceability is considered in a proceeding in equity or at law)). Except as disclosed in Section 3.2 this Agreement and the consummation of the ETP Disclosure Schedule and for matters expressly transactions contemplated by this Agreement have been duly and matters described in clauses validly approved by the board of directors of PRA Professional, and no other corporate proceedings on the part of PRA Professional (b)including any approval of the stockholders of PRA Professional) are necessary to approve this Agreement and to consummate the transactions contemplated by this Agreement. This Agreement has been duly and validly executed and delivered by PRA Professional and (assuming due authorization, (c), (d) or (e) below that could not, individually or in the aggregate, reasonably be expected to have an ETIH Material Adverse Effect, neither the execution and delivery by ETP NORCAL and the receipt of this Agreementall Requisite Regulatory Approvals) constitutes a valid and binding obligation of PRA Professional, nor the consummation by ETP or any subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of the ETIH Group Entities of the transactions contemplated hereby, including equity. (c) Neither the execution and delivery of this Agreement by ProAssurance nor the LLC consummation by ProAssurance of the transactions contemplated by this Agreement, nor compliance by ProAssurance with any of the ETP Services terms or provisions of this Agreement, the Omnibus Agreement, Employee Transition Agreement, and the ETP Transitional Seconding Agreement on or prior to the Closing Date, and the performance by ETP of this Agreement will (ai) violate or conflict with any provision of the Governing Documents Certificate of ETP Incorporation or Bylaws of ProAssurance or (ii) assuming that all Requisite Regulatory Approvals and all of the consents and approvals referred to in Section 5.5(c) of this Agreement are duly obtained, (x) violate any Applicable Law applicable to ProAssurance or any of the ETIH Group Entities; its properties or assets, or (by) require any consentviolate, approval, authorization or permit of, registration, declaration or filing conflict with, or notification to, any Governmental Entity; (c) require any consent or approval result in a breach of any counterparty to, or result in any breach provision of or constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, cancellation, amendment or acceleration of any obligation or the loss of any benefit under, any agreement constitute a default (or instrument to which ETP or any of its Subsidiaries, including any of the ETIH Group Entities, is a party or by or to which any of their properties are bound; (d) result in the creation of an Encumbrance upon or require the sale or give any person the right to acquire any of the assets of ETP or any of its Subsidiaries, including any of the ETIH Group Entities, or restrict, hinder, impair or limit the ability of ETP or any of its Subsidiaries, including any of the ETIH Group Entities, to carry on their businesses as and where they are now being carried on; or (e) violate or conflict with any Law applicable to ETP or any of its Subsidiaries, including any of the ETIH Group Entities.event 55 43126503 v1