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

Authority; No Violation; Consents and Approvals. (a) The Company has all requisite power and authority (corporate or otherwise) to enter into this Agreement and each Transaction Document to which it is a party and to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Company of this Agreement and each Transaction Document to which the Company is a party and the consummation by it of the transactions contemplated hereby and thereby, have been duly authorized by all requisite action on the part of the Company, and no other corporate, company, shareholder, partnership or similar proceeding on the part of the Company or any Affiliate thereof is necessary to consummate the transactions contemplated by this Agreement and each Transaction Document to which the Company is a party. (b) This Agreement and each Transaction Document to which the Company is a party has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by the other Parties, constitutes a legal, valid and binding agreement of the Company, enforceable against 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 of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)). (c) Neither the execution and delivery by the Company of this Agreement, nor the consummation by the Company of the transactions contemplated hereby or thereby nor the performance by the Company under this Agreement or any Transaction Document to which the Company is a party will (i) violate, conflict with or result in a breach of any provision of the limited liability company agreement of the Company; (ii) require any consent, approval, authorization or Permit of, registration, declaration or filing with, or notification to, any Governmental Entity (each, a “Governmental Authorization”), except as may be required under the Xxxx-Xxxxx-Xxxxxx Act or any state or federal securities laws or any other Governmental Authorization that may be obtained after the Closing without penalty; (iii) other than as set forth on Section 3.2(c) of the Transferor Disclosure Schedule, require any consent or approval of any counterparty to, or violate 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 Contract or Permit; (iv) 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 the Company or restrict, hinder, impair or limit the ability of the Company to carry on the Business; or (v) violate or conflict with any Law applicable to the Company.

Authority; No Violation; Consents and Approvals. (a) The Company Each NGL Group Entity has all requisite power and authority (corporate or otherwise) to enter into this Agreement and each Transaction Document to which it such NGL Group Entity is a party and to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Company each NGL Group Entity of this Agreement and each Transaction Document to which the Company any such NGL Group Entity is a party and the consummation by it of the transactions contemplated hereby and thereby, have been duly authorized by all requisite action on the part of the Companysuch NGL Group Entity, and no other corporate, company, shareholder, partnership or similar proceeding on the part of the Company such NGL Group Entity or any Affiliate thereof is necessary to consummate the transactions contemplated by this Agreement and each Transaction Document to which the Company such NGL Group Entity is a party. (b) This Agreement and each Transaction Document to which the Company any NGL Group Entity is a party has have been duly executed and delivered by the Company each NGL Group Entity and, assuming the due authorization, execution and delivery hereof and thereof by the other Parties, constitutes a constitute legal, valid and binding agreement agreements of the Companyeach NGL Group Entity, enforceable against the Company such NGL Group Entity 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)). (c) Neither the execution and delivery by the Company each NGL Group Entity of this AgreementAgreement and each Transaction Document to which such NGL Group Entity is a party, nor the consummation by the Company each NGL Group Entity of the transactions contemplated hereby or thereby thereby, nor the performance by the Company each NGL Group Entity under this Agreement or any and each Transaction Document to which the Company such NGL Group Entity is a party will (ia) violate, conflict with or result in a breach of any provision of the its partnership agreement, limited liability company agreement agreement, certificate of the Companyincorporation and by-laws, as applicable; (iib) require any consent, approval, authorization or Permit of, registration, declaration or filing with, or notification to, any Governmental Entity (each, a “Governmental Authorization”), except as may be required under the Xxxx-Xxxxx-Xxxxxx Act or other than any state or federal securities laws or any other Governmental Authorization that may be obtained after the Closing without penalty; (iiic) other than as set forth on Section 3.2(c) of the Transferor Disclosure Schedule, require any consent or approval of any counterparty to, or violate 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 Contract agreement, instrument, license, franchise or Permitother obligation to which such NGL Group Entity is a party or by or to which any of its properties are bound; (ivd) 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 the Company such NGL Group Entity, or restrict, hinder, impair or limit the ability of the Company such NGL Group Entity to carry on its businesses as and where it is being carried on prior to the Businessexecution of this Agreement; or (ve) violate or conflict with any Law applicable to the Companysuch NGL Group Entity.

Authority; No Violation; Consents and Approvals. (a) The Company ETP has all requisite limited partnership power and authority (corporate or otherwise) to enter into this Agreement and each Transaction Document to which it is a party and to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by the Company ETP of this Agreement and each Transaction Document to which the Company is a party and the consummation by it of the transactions contemplated hereby and thereby, have been duly authorized by all requisite partnership action on the part of the CompanyETP, and no other corporate, company, shareholder, partnership or similar other organizational proceeding on the part of the Company ETP or any Affiliate affiliate thereof is necessary to consummate the transactions contemplated by this Agreement and each Transaction Document to which the Company is a party. (b) Agreement. This Agreement and each Transaction Document to which the Company is a party has been duly executed and delivered by the Company ETP and, assuming the due authorization, execution and delivery hereof by the other PartiesOGE, constitutes a legal, valid and binding agreement of the CompanyETP, enforceable against the Company ETP in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws 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) Neither 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 the Company ETP of this Agreement, nor the consummation by ETP or any of the Company ETIH Group Entities of the transactions contemplated hereby 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 thereby nor prior to the Closing Date, and the performance by the Company under ETP of this Agreement or any Transaction Document to which the Company is a party will (ia) violate, violate or conflict with or result in a breach of any provision of the limited liability company agreement Governing Documents of ETP or any of the CompanyETIH Group Entities; (iib) require any consent, approval, authorization or Permit permit of, registration, declaration or filing with, or notification to, any Governmental Entity (each, a “Governmental Authorization”), except as may be required under the Xxxx-Xxxxx-Xxxxxx Act or any state or federal securities laws or any other Governmental Authorization that may be obtained after the Closing without penaltyEntity; (iiic) other than as set forth on Section 3.2(c) of the Transferor Disclosure Schedule, require any consent or approval of any counterparty to, or violate 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 Contract agreement or Permitinstrument 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; (ivd) result in the creation of an Encumbrance upon or require the sale or give any Person person the right to acquire any of the assets of ETP or any of its Subsidiaries, including any of the Company ETIH Group Entities, or restrict, hinder, impair or limit the ability of ETP or any of its Subsidiaries, including any of the Company ETIH Group Entities, to carry on the Businesstheir businesses as and where they are now being carried on; or (ve) violate or conflict with any Law applicable to ETP or any of its Subsidiaries, including any of the CompanyETIH Group Entities.

Authority; No Violation; Consents and Approvals. (a) The Company OGE has all requisite corporate power and authority (corporate or otherwise) to enter into this Agreement and each Transaction Document to which it is a party and to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by the Company OGE of this Agreement and each Transaction Document to which the Company is a party and the consummation by it of the transactions contemplated hereby and thereby, have been duly authorized by all requisite corporate action on the part of the CompanyOGE, and no other corporate, company, shareholder, partnership corporate or similar other organizational proceeding on the part of the Company OGE or any Affiliate affiliate thereof is necessary to consummate the transactions contemplated by this Agreement and each Transaction Document to which the Company is a party. (b) Agreement. This Agreement and each Transaction Document to which the Company is a party has been duly executed and delivered by the Company OGE and, assuming the due authorization, execution and delivery hereof by the other PartiesETP, constitutes a legal, valid and binding agreement of the CompanyOGE, enforceable against the Company OGE in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws 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 4.2 of the OGE Disclosure Schedule and for matters expressly contemplated by this Agreement and matters described in clauses (b), (c), (d) Neither or (e) below that could not, individually or in the aggregate, reasonably be expected to have an Enogex Material Adverse Effect, neither the execution and delivery by the Company OGE of this Agreement, nor the consummation by OGE or any of the Company Enogex Group Entities of the transactions contemplated hereby hereby, including the execution and delivery of the LLC Agreement, the OGE Services Agreement, the Omnibus Agreement, Employee Transition Agreement and the OGE Transitional Seconding Agreement on or thereby nor prior to the Closing Date and the performance by the Company under OGE of this Agreement or any Transaction Document to which the Company is a party will (ia) violate, violate or conflict with or result in a breach of any provision of the limited liability company agreement Governing Documents of OGE or the CompanyEnogex Group Entities; (iib) require any consent, approval, authorization or Permit permit of, registration, declaration or filing with, or notification to, any Governmental Entity (each, a “Governmental Authorization”), except as may be required under the Xxxx-Xxxxx-Xxxxxx Act or any state or federal securities laws or any other Governmental Authorization that may be obtained after the Closing without penaltyEntity; (iiic) other than as set forth on Section 3.2(c) of the Transferor Disclosure Schedule, require any consent or approval of any counterparty to, or violate 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 Contract agreement or Permitinstrument to which OGE or any of its Subsidiaries, including any of the Enogex Group Entities, is a party or by or to which any of their properties are bound; (ivd) result in the creation of an Encumbrance upon or require the sale or give any Person person the right to acquire any of the assets of OGE or any of its Subsidiaries, including any of the Company Enogex Group Entities, or restrict, hinder, impair or limit the ability of OGE or any of its Subsidiaries, including any of the Company Enogex Group Entities, to carry on the Businesstheir businesses as and where they are now being carried on; or (ve) violate or conflict with any Law applicable to OGE or any of its Subsidiaries, including the CompanyEnogex Group Entities.

Authority; No Violation; Consents and Approvals. (a) The Company has all requisite corporate power and authority (corporate or otherwise) to enter into execute and deliver this Agreement and each Transaction Document and, subject to which it is a party and to carry out its obligations hereunder and thereunder and receipt of the Company Shareholder Approval if required by applicable Law to consummate the Merger, to consummate the other transactions contemplated hereby and therebyby this Agreement. The execution, execution and delivery of this Agreement by the Company and performance the consummation by the Company of this Agreement and each Transaction Document to which the Company is a party and the consummation by it of the transactions contemplated hereby and thereby, by this Agreement have been duly authorized by all requisite necessary corporate action on the part of the Company, Company and no other corporate, company, shareholder, partnership or similar proceeding corporate proceedings on the part of the Company are necessary to authorize this Agreement or any Affiliate thereof is necessary to consummate the transactions contemplated by this Agreement and each Transaction Document to which (other than the obtaining of the Company is a party. (b) Shareholder Approval for the Merger, if required by applicable Law). This Agreement and each Transaction Document to which the Company is a party has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by each of the other Partiesparties hereto, constitutes a legal, valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms terms. The Board of Directors of the Company has, by resolutions duly adopted at a meeting duly called and held (except insofar as 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 in the best interests of the 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 by this Agreement, and (ii) resolved to recommend that the 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 and the Merger to the extent required by applicable Law. Subject to Section 5.02, the Board of Directors has not rescinded, modified or withdrawn 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 resolutions in a proceeding in equity or at law))any way. (cb) Neither Except as set forth on Section 3.04(b) of the Company Disclosure Schedule, the execution and delivery of this Agreement by the Company of this Agreementdo not, nor and the consummation by the Company of the Offer and the Merger and the other transactions contemplated hereby or thereby nor the performance by this Agreement and compliance by the Company under with the provisions of this Agreement will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right under, or result in, termination, modification, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties or other assets of the Company or any Transaction Document of its Subsidiaries under, (A) the Company Articles or the Company Bylaws or the comparable organizational documents of any of the Company’s Subsidiaries, (B) any loan or credit agreement, bond, debenture, note, mortgage, indenture, lease, supply agreement, license agreement, development agreement or other contract, agreement, obligation, commitment, arrangement or instrument (each, including all amendments thereto, a “Contract”), to which the Company or any of its Subsidiaries is a party will or any of their respective properties or other assets is subject or (iC) violate, conflict with or result in a breach of any provision subject to the obtaining of the limited liability company agreement Company Shareholder Approval if required by applicable Law and, except as set forth on Section 3.04(c) of the Company; Company Disclosure Schedule, the governmental filings and other matters referred to in paragraph (iic) require below, any consent(1) statute, approvallaw, authorization ordinance, rule or Permit ofregulation (domestic or foreign) issued, registration, declaration promulgated or filing with, entered into by or notification to, with any Governmental Entity (each, a “Governmental AuthorizationLaw”), except as may be required under ) applicable to the Xxxx-Xxxxx-Xxxxxx Act Company or any state or federal securities laws of its Subsidiaries or any of their respective properties or other assets or (2) order, writ, injunction, decree, judgment or stipulation issued, promulgated or entered into by or with any Governmental Authorization that may be obtained after Entity (each, an “Order”) applicable to the Closing without penalty; Company or any of its Subsidiaries or their respective properties or other assets. (iiic) other than Except as set forth on Section 3.2(c3.04(c) of the Transferor Company Disclosure Schedule, require any consent no consent, approval, order or approval of any counterparty toauthorization of, action by or in respect of, or violate registration, declaration 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 underfiling with, any Contract Federal, state, local or Permit; foreign government, any court, administrative, regulatory or other governmental agency, commission or authority or any organized securities exchange, including but not limited to the TTB and any state alcohol beverage authority, (iveach, a “Governmental Entity”) result in the creation of an Encumbrance upon is required by or require the sale or give any Person the right with respect to acquire any of the assets of the Company or restrict, hinder, impair any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company or limit the ability consummation of the Company to carry on Offer, the Business; Merger or the other transactions contemplated by this Agreement, except for (vi) violate or conflict applicable requirements of the Exchange Act, and state securities takeover and “blue sky” laws, as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the filing of the Articles of Merger with the Secretary of State of the State of Washington, and (iii) any Law applicable to the Companyfilings with and approvals of NASDAQ.

Authority; No Violation; Consents and Approvals. (a) The Company Such Equity Contributor has all requisite power and authority (corporate or otherwise) to enter into execute and deliver this Agreement and each the applicable Transaction Document Documents to which it is will be a party party, and to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The If such Equity Contributor is an Entity, the execution, delivery and performance by the Company such Equity Contributor of this Agreement and each of the Transaction Document Documents to which the Company is it will be a party party, and the consummation by it of the transactions contemplated hereby and thereby, have been duly authorized by all requisite action on the part of the Companysuch Equity Contributor, and no other corporate, limited liability company, shareholder, partnership or similar proceeding on the part of the Company such Equity Contributor or any Affiliate thereof is necessary to consummate the transactions contemplated by this Agreement and each the applicable Transaction Document to which the Company is a partyDocuments. (b) This Agreement and each Transaction Document to which the Company is a party has been duly executed and delivered by the Company such Equity Contributor and, assuming the due authorization, execution and delivery hereof by the other Parties, constitutes a legal, valid and binding agreement of the Companysuch Equity Contributor, enforceable against the Company such Equity Contributor in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws 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)). Upon the Closing, each of the Transaction Documents to which such Equity Contributor is a party will be duly executed and delivered by or on behalf of such Equity Contributor and, assuming the due authorization, execution and delivery thereof by the other parties thereto, will constitute a legal, valid and binding agreement of such Equity Contributor, enforceable against it 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)). (c) Neither the execution and delivery by the Company or on behalf of such Equity Contributor of this AgreementAgreement or the applicable Transaction Documents to which it will be a party, nor the consummation by the Company such Equity Contributor of the transactions contemplated hereby or thereby thereby, nor the performance by the Company such Equity Contributor under this Agreement or any such Transaction Document to which the Company is a party will (i) if such Equity Contributor is an Entity, violate, conflict with or result in a breach of any provision of the limited liability company agreement Governing Documents of the Companysuch Equity Contributor; (ii) require any consent, approval, authorization or Permit permit of, registration, declaration or filing with, or notification to, any Governmental Entity (each, a “Governmental Authorization”), except as may be required under the Xxxx-Xxxxx-Xxxxxx Act or other than any state or federal securities laws or any other Governmental Authorization that (A) may be obtained after the Closing without penalty, (B) the failure of which to obtain is not reasonably expected to have a material impact on the Business (as it pertains to the Contributed Entities and Equity Owned Assets in which such Equity Contributor owns an interest) or (C) the failure of which to obtain is not reasonably expected to have a material impact on the ability of such Equity Contributor to consummate the transactions contemplated hereby or thereby; (iii) other than as set forth on Section 3.2(c) of the Transferor Disclosure Schedule, require any consent or approval of any counterparty to, or violate 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, the Equity Oil and Gas Documents or any Contract other agreement the failure of which to obtain, individually or Permitin the aggregate, would reasonably be expected to result in a Material Adverse Effect; (iv) result in the creation of a Lien upon or require the sale or give any Person the right to acquire any of the assets of such Equity Contributor or restrict, hinder, impair or limit the ability of such Equity Contributor to carry on the Business (as it pertains to such Equity Owned Assets); or (v) violate or conflict with any Law applicable to such Equity Contributor. (d) Neither the execution and delivery by or on behalf of such Equity Contributor of this Agreement or the applicable Transaction Documents to which it will be a party, nor the consummation by such Equity Contributor of the transactions contemplated hereby or thereby, nor the performance by such Equity Contributor under this Agreement or any such Transaction Document will, to the Knowledge of such Equity Contributor, (i) violate, conflict with or result in a breach of any provision of the Governing Documents of the Contributed Entities in which such Equity Contributor owns an Encumbrance equity interest; (ii) result in the creation of a Lien upon or require the sale or give any Person the right to acquire any of the assets of the Company Contributed Entities in which such Equity Contributor owns an equity interest or restrict, hinder, impair or limit the ability of the Company Contributed Entities in which such Equity Contributor owns an equity interest to carry on the BusinessBusiness (as it pertains to such Equity Owned Assets); or (viii) violate or conflict with any Law applicable to the CompanyContributed Entities in which such Equity Contributor owns an equity interest.

Authority; No Violation; Consents and Approvals. (a) The Company Each of the MLP, the GP, Intermediate GP, Intermediate Holdings and Holdings has all requisite power and authority (corporate or otherwise) to enter into execute and deliver this Agreement and each the applicable Transaction Document Documents to which it is will be a party party, and to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each of the Company MLP, the GP, Intermediate GP, Intermediate Holdings and Holdings of this Agreement and each of the Transaction Document Documents to which the Company is it will be a party party, and the consummation by it of the transactions contemplated hereby and thereby, have been duly authorized by all requisite action on the part of the Companysuch party, and no other corporate, limited liability company, shareholder, partnership or similar proceeding on the part of the Company such party or any Affiliate thereof is necessary to consummate the transactions contemplated by this Agreement and each the applicable Transaction Document to which the Company is a partyDocuments. (b) This Agreement and each Transaction Document to which the Company is a party has been duly executed and delivered by each of the Company MLP, the GP, Intermediate GP, Intermediate Holdings and Holdings and, assuming the due authorization, execution and delivery hereof by the other Parties, constitutes a legal, valid and binding agreement of the Companysuch party, enforceable against the Company such party in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws 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)). Upon the Closing, each of the Transaction Documents to which each of the MLP, the GP, Intermediate GP, Intermediate Holdings and Holdings is a party will be duly executed and delivered by such party and, assuming the due authorization, execution and delivery thereof by the other parties thereto, will constitute a legal, valid and binding agreement of such party, enforceable against such 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)). (c) Neither the execution and delivery by each of the Company MLP, the GP, Intermediate GP, Intermediate Holdings and Holdings of this AgreementAgreement or the applicable Transaction Documents to which it will be a party, nor the consummation by the Company such party of the transactions contemplated hereby or thereby thereby, nor the performance by the Company such party under this Agreement or any such Transaction Document to which the Company is a party will (i) violate, conflict with or result in a breach of any provision of the limited liability company agreement governing documents of the Companysuch party; (ii) require any consent, approval, authorization or Permit of, registration, declaration or filing with, or notification to, any Governmental Entity (each, a “Governmental Authorization”), except as may be required under the Xxxx-Xxxxx-Xxxxxx Act or other than any state or federal securities laws or any other Governmental Authorization that (A) may be obtained after the Closing without penaltypenalty or (B) the failure of which to obtain is not reasonably expected to have a material impact on the transactions contemplated herein; (iii) other than as set forth on Section 3.2(c) of the Transferor Disclosure Schedule, require any consent or approval of any counterparty to, or violate 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 Contract or Permitmaterial agreement; (iv) result in the creation of an Encumbrance a Lien upon or require the sale or give any Person the right to acquire any of the assets of the Company such party, or restrict, hinder, impair or limit the ability of the Company such party to carry on its businesses as and where it is being carried on prior to the Businessexecution of this Agreement; or (v) violate or conflict with any Law applicable to the Companysuch party.

Authority; No Violation; Consents and Approvals. (a) The Company Each of Parent and Merger Sub has all requisite corporate power and authority (corporate or otherwise) to enter into execute and deliver this Agreement and each Transaction Document to which it is a party and to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyby this Agreement. The execution, execution and delivery and performance by the Company of this Agreement by Parent and each Transaction Document to which the Company is a party Merger Sub and the consummation by it Parent and Merger Sub of the transactions contemplated hereby and thereby, by this Agreement have been duly authorized by all requisite necessary corporate action on the part of the Company, Parent and Merger Sub and no other corporate, company, shareholder, partnership or similar proceeding corporate proceedings on the part of the Company Parent or any Affiliate thereof is Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreement and each Transaction Document to which (other than the Company is a party. (b) filing of the Certificate of Merger with the Secretary of State of the State of Georgia). This Agreement and each Transaction Document to which the Company is a party has been duly executed and delivered by the Company each of Parent and Merger Sub and, assuming the due authorization, execution and delivery hereof by the other PartiesCompany, constitutes a legal, valid and binding agreement obligation of the CompanyParent and Merger Sub, as applicable, enforceable against the Company Parent and Merger Sub, as applicable, in accordance with its terms terms. (except insofar as b) The execution and delivery of this Agreement by Parent and Merger Sub do not, and the consummation by Parent and Merger Sub of the Offer, the Merger and the other transactions contemplated by this Agreement and compliance by Parent and Merger Sub with the provisions of this Agreement will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties or other assets of Parent or Merger Sub under (A) Parent’s Amended and Restated Certificate of Incorporation or Bylaws, the Articles of Incorporation or the Bylaws of Merger Sub, (B) any Contract to which Parent or Merger Sub is a party or any of their respective properties, rights or other assets is subject or (C) the governmental filings and other matters referred to in paragraph (c) below, any Law or Order applicable to Parent or Merger Sub or their respective properties or other assets, other than, in the case of clauses (B) and (C), any such enforceability may conflicts, violations, breaches, defaults, rights of termination, modification, cancellation or acceleration, losses or Liens that individually or in the aggregate have not had and would not reasonably be limited expected to (i) impair in any material respect the ability of Parent or Merger Sub to perform its respective obligations under this Agreement or (ii) prevent or materially impede, interfere with, hinder or delay the consummation of any of the transactions contemplated 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))this Agreement. (c) Neither the execution and delivery by the Company of this Agreement, nor the consummation by the Company of the transactions contemplated hereby or thereby nor the performance by the Company under this Agreement or any Transaction Document to which the Company is a party will (i) violate, conflict with or result in a breach of any provision of the limited liability company agreement of the Company; (ii) require any No consent, approval, order or authorization or Permit of, action by or in respect of, or registration, declaration or filing with, or notification to, any Governmental Entity (eachis required by or with respect to Parent or Merger Sub in connection with the execution and delivery of this Agreement by Parent and Merger Sub or the consummation by Parent and Merger Sub of the Offer, a “Governmental Authorization”)the Merger or the other transactions contemplated by this Agreement, except for (A) the filing of a premerger notification and report form by Parent under the HSR Act and the termination of the waiting period required thereunder, (B) the filing with the SEC of (1) the Offer Documents by Merger Sub, (2) the Schedule 14D-9 by the Company and, if required by applicable Law, the Proxy Statement by the Company and (3) such reports under the Exchange Act as may be required under in connection with this Agreement and the Xxxx-Xxxxx-Xxxxxx Act transactions contemplated by this Agreement, (C) the filing of the Certificate of Merger with the Secretary of State of the State of Georgia, (D) any filings with and approvals of the NASDAQ or the NYSE, (E) any filings required pursuant to state or federal securities and “blue sky” laws or any and (F) such other Governmental Authorization that may consents, approvals, orders, authorizations, actions, registrations, declarations and filings the failure of which to be obtained after or made individually or in the Closing without penalty; aggregate has not had and would not reasonably be expected to (iii1) other than as set forth on Section 3.2(c) of the Transferor Disclosure Schedule, require any consent or approval of any counterparty to, or violate or result impair in any breach material respect the ability of Parent or constitute a default Merger Sub to perform its respective obligations under this Agreement or (2) prevent or an event thatmaterially impede, with notice interfere with, hinder or lapse delay the consummation 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 Contract or Permit; (iv) 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 the Company or restrict, hinder, impair or limit the ability of the Company to carry on the Business; or (v) violate or conflict with any Law applicable to the Companytransactions contemplated by this Agreement.

Authority; No Violation; Consents and Approvals. (a) The Company and each of its Subsidiaries has all requisite power and authority to execute and deliver this Agreement and each of the Transaction Documents to 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 thereunder. Except for the Company Shareholder Approval, the execution and delivery of this Agreement and the Transaction Documents and the consummation of the Transactions to which each of them is a party have been duly and validly approved by all necessary action on the part of the Company and each Subsidiary. This Agreement has been, and each Transaction Document, when executed and delivered by the Company or any Subsidiary, as applicable, will be, duly and validly executed and delivered by the Company and any such Subsidiary, as applicable, and (corporate assuming due authorization, execution and delivery by the other parties hereto or otherwise) to enter into thereto), this Agreement and each Transaction Document to which it is constitutes or will constitute a party valid and to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Company of this Agreement and each Transaction Document to which the Company is a party and the consummation by it of the transactions contemplated hereby and thereby, have been duly authorized by all requisite action on the part of the Company, and no other corporate, company, shareholder, partnership or similar proceeding on the part binding obligation of the Company or any Affiliate thereof is necessary to consummate the transactions contemplated by this Agreement and each Transaction Document to which the Company is a party. (b) This Agreement and each Transaction Document to which the Company is a Subsidiary party has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by the other Parties, constitutes a legal, valid and binding agreement of the Companythereto, enforceable against the Company 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 Laws 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)). (cb) Neither Except as disclosed in Section 4.3(b) of the Company Disclosure Schedule, the execution and delivery of the Transaction Documents by the Company of this Agreementand any Subsidiary that is a party thereto, nor and the consummation by the Company of the transactions contemplated hereby or thereby nor the performance by the Company under this Agreement or any Transaction Document to which the Company is a party such Subsidiary do not and will not (i) violate or conflict with any of the provisions of the Organizational Documents of any of the Company and its Subsidiaries, (ii) subject to the matters referred to in Section 4.3(c), violate, conflict with or with, result in a breach of any provision of the limited liability company agreement of the Company; (ii) require any consent, approval, authorization or Permit of, registration, declaration or filing with, or notification to, any Governmental Entity (each, a “Governmental Authorization”), except as may be required under the Xxxx-Xxxxx-Xxxxxx Act or any state or federal securities laws or any other Governmental Authorization that may be obtained after the Closing without penalty; (iii) other than as set forth on Section 3.2(c) of the Transferor Disclosure Schedule, require any consent or approval of any counterparty to, or violate 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 Contract constitute a default (or Permit; (ivan event which, with or without notice or lapse of time or both would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by or rights or obligations under, or result in any charge, penalty, fee or the creation of an any Encumbrance upon (other than a Permitted Encumbrance) on any property or require the sale or give any Person the right to acquire any of the assets asset of the Company or restrictits Subsidiaries under, hinderany Contract or (iii) subject to the matters referred to in Section 4.3(c), impair or limit contravene any Applicable Law. (c) Except for (a) filings of applications and notices, as applicable, with the ability Insurance Departments set forth in Section 4.3(c) of the Company Disclosure Schedule, and any required approval of such applications and notices, and (b) such consents, approvals and notices of or to carry on other Governmental Authorities as are set forth in Section 4.3(b) of the Business; Company Disclosure Schedule, none of the Company or any of its Subsidiaries is required to obtain any consents or approvals of or make any filings, declarations or registrations with any Insurance Department or other Governmental Authority in connection with (i) the execution and delivery by the Company or its Subsidiaries of this Agreement or any other Transaction Document, or (vii) violate the consummation by the Company or conflict with any Law applicable its Subsidiaries of the Transactions. (d) As of the date of this Agreement, the Company Board, by resolutions duly adopted and not subsequently rescinded or modified, has (A) approved this Agreement, including the execution, delivery and performance thereof, and the consummation of the Transactions upon the terms and subject to the conditions set forth herein, (B) directed that this Agreement be submitted to the Company Shareholders for approval at the Company Shareholders Meeting in accordance with the OGCA and (C) resolved to recommend that the Company Shareholders vote in favor of adoption of this Agreement in accordance with the OGCA. (e) The Company has made available to Buyer complete and correct copies of the Company’s and each of its Subsidiary’s Organizational Documents, each as amended to the date of this Agreement, and each as so delivered is in full force and effect. (f) Section 4.3(f) of the Company Disclosure Schedule sets forth a true and correct list of each director and officer of the Company and each of its Subsidiaries as of the date of this Agreement.

Authority; No Violation; Consents and Approvals. (a) The Company Such Contributing Party has all requisite power and authority (corporate or otherwise) to enter into execute and deliver this Agreement and each the applicable Transaction Document Documents to which it is will be a party party, and to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Company such Contributing Party of this Agreement and each of the Transaction Document Documents to which the Company is it will be a party party, and the consummation by it of the transactions contemplated hereby and thereby, have been duly authorized by all requisite action on the part of the Companysuch Contributing Party, and no other corporate, limited liability company, shareholder, partnership or similar proceeding on the part of the Company such Contributing Party or any Affiliate thereof is necessary to consummate the transactions contemplated by this Agreement and each the applicable Transaction Document to which the Company is a partyDocuments. (b) This Agreement and each Transaction Document to which the Company is a party has been duly executed and delivered by the Company such Contributing Party and, assuming the due authorization, execution and delivery hereof by the other Parties, constitutes a legal, valid and binding agreement of the Companysuch Contributing Party, enforceable against the Company such Contributing Party in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws 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)). Upon the Closing, each of the Transaction Documents to which such Contributing Party is a party will be duly executed and delivered by or on behalf of such Contributing Party and, assuming the due authorization, execution and delivery thereof by the other parties thereto, will constitute a legal, valid and binding agreement of such Contributing Party, enforceable against it 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)). (c) Neither the execution and delivery by the Company or on behalf of such Contributing Party of this AgreementAgreement or the applicable Transaction Documents to which it will be a party, nor the consummation by the Company such Contributing Party of the transactions contemplated hereby or thereby thereby, nor the performance by the Company such Contributing Party under this Agreement or any such Transaction Document to which the Company is a party will (i) violate, conflict with or result in a breach of any provision of the limited liability company agreement Governing Documents of the Companysuch Contributing Party; (ii) require any consent, approval, authorization or Permit permit of, registration, declaration or filing with, or notification to, any Governmental Entity (each, a “Governmental Authorization”), except as may be required under the Xxxx-Xxxxx-Xxxxxx Act or other than any state or federal securities laws or any other Governmental Authorization that (A) may be obtained after the Closing without penalty, (B) the failure of which to obtain is not reasonably expected to have a material impact on the Business (as it pertains to the Contributed Interests (or associated Oil and Gas Properties) in which such Contributing Party owns an interest) or (C) the failure of which to obtain is not reasonably expected to have a material impact on the ability of such Contributing Party to consummate the transactions contemplated hereby or thereby; (iii) other than as set forth on Section 3.2(c) of the Transferor Disclosure Schedule, require any consent or approval of any counterparty to, or violate 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, the Oil and Gas Documents or any Contract or Permitother agreement; (iv) result in the creation of an Encumbrance a Lien upon or require the sale or give any Person the right to acquire any of the assets of the Company such Contributing Party or restrict, hinder, impair or limit the ability of the Company such Contributing Party to carry on the BusinessBusiness (as it pertains to the Contributed Interests (or associated Oil and Gas Properties) in which such Contributing Party owns an interest); or (v) violate or conflict with any Law applicable to the Companysuch Contributing Party.

Authority; No Violation; Consents and Approvals. (a) The Company Each of the Buyer Parties has all requisite limited liability company or partnership power and authority (corporate or otherwise) authority, as applicable, to enter into this Agreement and each Transaction Document to which it is a party and to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by the Company each Buyer Party of this Agreement and each Transaction Document to which the Company is a party and the consummation by it of the transactions contemplated hereby and thereby, have been duly authorized by all requisite action limited liability company or partnership action, as applicable, on the part of the Companysuch Buyer Party, and no other corporate, company, shareholder, limited liability company or partnership or similar proceeding on the part of the Company or any Affiliate thereof is proceedings are necessary to consummate the transactions contemplated by this Agreement and each Transaction Document to which (except for the Company is a party. (b) filing of the appropriate merger documents as required by Delaware law). This Agreement and each Transaction Document to which the Company is a party has been duly executed and delivered by the Company each Buyer Party and, assuming the due authorization, execution and delivery hereof by the other Other Parties, constitutes a legal, valid and binding agreement of the Companyeach Buyer Party, enforceable against the Company 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 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)). (cb) Neither After giving effect to the transactions contemplated by the documents referred to in Section 5.2(b) of the Buyer Disclosure Schedule, neither the execution and delivery by the Company Buyer Parties of this Agreement, nor the consummation by the Company Buyer Parties of the transactions contemplated hereby or thereby hereby, nor the performance compliance by the Company under Buyer Parties with any of the terms or provisions of this Agreement or any Transaction Document to which the Company is a party Agreement, will (i) violate, conflict with or result in a breach of violate any provision of the limited liability company agreement Governing Documents of any of the CompanyBuyer Group Entities; (ii) require any consent, approval, authorization or Permit of, registration, declaration or filing with, or notification to, any Governmental Entity (each, a “Governmental Authorization”), except as may be required under the Xxxx-Xxxxx-Xxxxxx Act or any state or federal securities laws or any other Governmental Authorization that may be obtained after the Closing without penalty; (iii) other than as set forth on Section 3.2(c) of the Transferor Disclosure Schedule, require any consent or approval of any counterparty to, or violate 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 underunder any agreement, permit, franchise, note, indenture, bond, mortgage, lease or instrument to which any Contract of the Buyer Group Entities is a party or Permitby or to which any of their properties are bound; (iviii) result in the creation of an Encumbrance Encumbrance, other than Permitted Encumbrances, upon or require the sale or give any Person the right to acquire any of the assets of any of the Company Buyer Group Entities, or restrict, hinder, impair or limit the ability of any of the Company Buyer Group Entities to carry on the Businessits business as and where it is now being carried on; or (viv) violate or conflict with any Law applicable to the CompanyBuyer Group Entities, except for matters described in clauses (ii), (iii) or (iv) that do not, individually or in the aggregate, constitute a Buyer Material Adverse Effect. (c) No consent, approval, order or authorization of, or registration, declaration or filing with, or permit from, any Governmental Entity, is required to be obtained or made by any Buyer Group Entity in connection with the execution and delivery of this Agreement by the Buyer Parties or the consummation by the Buyer Parties of the transactions contemplated by this Agreement, except for: (i) the filing with the SEC of (A) the Registration Statement and (B) such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (ii) filings with the NYSE; (iii) any filings, consents, authorizations, approvals or exemptions in connection with compliance with the rules of the NYSE; (iv) such filings, consents, authorizations, approvals or exemptions as may be required by any applicable state securities or “blue sky” or takeover laws; and (v) any such consent, approval, order, authorization, registration, filing, or permit that the failure to obtain or make do not constitute, individually or in the aggregate, a Buyer Material Adverse Effect.

Authority; No Violation; Consents and Approvals. (a) The Company Each of the Parent Parties has all requisite limited liability company power and authority (corporate or otherwise) to enter into this Agreement and each Transaction Document to which it is a party and to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by the Company each Parent Party of this Agreement and each Transaction Document to which the Company is a party and the consummation by it of the transactions contemplated hereby and thereby, have been duly authorized by all requisite limited liability company action on the part of the Companysuch Parent Party, and no other corporate, company, shareholder, partnership or similar proceeding limited liability company proceedings on the part of the Company or any Affiliate thereof is a Parent Party are necessary to consummate the transactions contemplated by this Agreement and each Transaction Document to which the Company is a partyAgreement. (b) This Agreement and each Transaction Document to which the Company is a party has been duly executed and delivered by the Company each Parent Party and, assuming the due authorization, execution and delivery hereof by the other Xxxxxx Parties, constitutes a legal, valid and binding agreement of the Companysuch Parent Party, enforceable against the Company such Parent Party in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws 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)). (c) Neither Except for matters expressly contemplated by this Agreement and matters described in clauses (ii), (iii) or (iv) below that would not, individually or in the aggregate, have a Parent Material Adverse Effect, neither the execution and delivery by the Company Parent Parties of this Agreement, nor the consummation by the Company Parent Parties of the transactions contemplated hereby or thereby nor and the performance by the Company under Parent Parties of this Agreement or any Transaction Document to which the Company is a party will (i) violate, violate or conflict with or result in a breach of any provision of the limited liability company agreement governing documents of the CompanyParent Parties; (ii) require any consent, approval, authorization or Permit permit of, registration, declaration or filing with, or notification to, any Governmental Entity (each, a “Governmental Authorization”), except as may be required under the Xxxx-Xxxxx-Xxxxxx Act or any state or federal securities laws or any other Governmental Authorization that may be obtained after the Closing without penaltyperson; (iii) other than as set forth on Section 3.2(c) of the Transferor Disclosure Schedule, require any consent or approval of any counterparty to, or violate 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 Contract agreement or Permitinstrument to which any of the Parent Parties is a party or by or to which any of their properties are bound; (iv) 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 the Company or restrict, hinder, impair or limit the ability any of the Company to carry on the BusinessParent Parties; or (v) violate or conflict in any material respect with any material Law applicable to the CompanyParent Parties. (d) Section 4.2(d) of the Parent Disclosure Schedule identifies all material consents, approvals and authorizations of any Governmental Entity or third party that are required to be obtained by any Parent Parties in connection with (1) the execution and delivery by the Parent Parties of this Agreement or (2) the consummation by the Parent Parties of the transactions contemplated by this Agreement, except for such consents, approvals and authorizations that, if not obtained, would not, individually or in the aggregate, have a Parent Material Adverse Effect.

Authority; No Violation; Consents and Approvals. (a) The Company Each of the MLP Parties has all requisite corporate, limited liability company, partnership or other power and authority (corporate or otherwise) to enter into this Agreement and each Transaction Document to which it is a party and to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by the Company each MLP Party of this Agreement and each Transaction Document to which the Company is a party and the consummation by it of the transactions contemplated hereby and thereby, have been duly authorized by all requisite corporate, limited liability company, partnership or other action on the part of the Companysuch MLP Party, and and, subject to MLP Unitholder Approval, no other corporate, limited liability company, shareholder, partnership or similar proceeding on the part of the Company or any Affiliate thereof is other organizational proceedings are necessary to consummate the transactions contemplated by this Agreement and each Transaction Document to which the Company is a party. (b) Agreement. This Agreement and each Transaction Document to which the Company is a party has been duly executed and delivered by the Company each MLP Party and, assuming the due authorization, execution and delivery hereof by the other PartiesBuyer, Buyer General Partner and Buyer GP Holdco, constitutes a legal, valid and binding agreement of the Companysuch MLP Party, enforceable against the Company 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 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 for matters expressly contemplated by this Agreement and matters described in clauses (b), (c) Neither or (d) below that would not, individually or in the aggregate, have an MLP Material Adverse Effect, neither the execution and delivery by the Company MLP Parties of this Agreement, nor the consummation by the Company MLP Parties of the transactions contemplated hereby or thereby nor and the performance by the Company under MLP Parties of this Agreement or any Transaction Document to which the Company is a party will (ia) violate, violate or conflict with or result in a breach of any provision of the limited liability company agreement governing documents of the CompanyMLP Group Entities; (iib) require any consent, approval, authorization or Permit permit of, registration, declaration or filing with, or notification to, any Governmental Entity (each, a “Governmental Authorization”), except as may be required under the Xxxx-Xxxxx-Xxxxxx Act or any state or federal securities laws or any other Governmental Authorization that may be obtained after the Closing without penaltyperson; (iiic) other than as set forth on Section 3.2(c) of the Transferor Disclosure Schedule, require any consent or approval of any counterparty to, or violate 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 Contract agreement or Permitinstrument to which any of the MLP Group Entities is a party or by or to which any of their properties are bound; (ivd) result in the creation of an Encumbrance upon or require the sale or give any Person person the right to acquire any of the assets of any of the Company MLP Group Entities, or restrict, hinder, impair or limit the ability of any of the Company MLP Group Entities to carry on the Businesstheir businesses as and where they are now being carried on; or (ve) violate or conflict with any Law applicable to the CompanyMLP Group Entities. Section 3.2 of the 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 Entity 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. (a) The Company Each NGL Group Entity has all requisite power and authority (corporate or otherwise) to enter into this Agreement and each Transaction Document to which it is a party and to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by the Company each NGL Group Entity of this Agreement and each Transaction Document to which the Company is a party and the consummation by it of the transactions contemplated hereby and therebyhereby, have been duly authorized by all requisite action on the part of the Companysuch NGL Group Entity, and no other corporate, company, shareholder, partnership or similar proceeding on the part of the Company such NGL Group Entity or any Affiliate thereof is necessary to consummate the transactions contemplated by this Agreement and each Transaction Document to which the Company is a partyAgreement. (b) This Agreement and each Transaction Document to which the Company is a party has been duly executed and delivered by the Company each NGL Group Entity and, assuming the due authorization, execution and delivery hereof by the other Parties, constitutes a legal, valid and binding agreement of the Companysuch NGL Group Entity, enforceable against the Company such NGL Group Entity 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)). (c) Neither None of the execution and delivery by the Company each NGL Group Entity of this Agreement, nor or the consummation by the Company each NGL Group Entity of the transactions contemplated hereby hereby, or thereby nor the performance by the Company each NGL Group Entity under this Agreement or any Transaction Document to which the Company is a party will (ia) violate, conflict with or result in a breach of any provision of the partnership agreement, limited liability company agreement agreement, certificate of incorporation and by-laws, as applicable; (b) other than as set forth on Section 4.2(c) of the Company; (ii) NGL Disclosure Schedule, require any consent, approval, authorization or Permit of, registration, declaration or filing with, or notification to, any Governmental Entity (each, a “Governmental Authorization”), except as may be required under the Xxxx-Xxxxx-Xxxxxx Act or other than any state or federal securities laws or any other Governmental Authorization that may be obtained after the Closing without material penalty; (iiic) other than as set forth on Section 3.2(c4.2(c) of the Transferor NGL Disclosure Schedule, require any consent or approval of any counterparty to, or violate 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 Permit or Contract or Permitto which any of the NGL Group Entities are a party to; (ivd) result in the creation of an Encumbrance (other than a Permitted Encumbrance) upon or require the sale or give any Person the right to acquire any of the assets of the Company such NGL Group Entity, or restrict, hinder, impair or limit the ability of the Company such NGL Group Entity to carry on its businesses as and where it is being carried on prior to the Businessexecution of this Agreement; or (ve) violate or conflict with any Law applicable to the Companysuch NGL Group Entity.

Authority; No Violation; Consents and Approvals. (a) The Company Such Asset Contributor has all requisite power and authority (corporate or otherwise) to enter into execute and deliver this Agreement and each the applicable Transaction Document Documents to which it is will be a party party, and to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The If such Asset Contributor is an Entity, the execution, delivery and performance by the Company such Asset Contributor of this Agreement and each of the Transaction Document Documents to which the Company is it will be a party party, and the consummation by it of the transactions contemplated hereby and thereby, have been duly authorized by all requisite action on the part of the Companysuch Asset Contributor, and no other corporate, limited liability company, shareholder, partnership or similar proceeding on the part of the Company such Asset Contributor or any Affiliate thereof is necessary to consummate the transactions contemplated by this Agreement and each the applicable Transaction Document to which the Company is a partyDocuments. (b) This Agreement and each Transaction Document to which the Company is a party has been duly executed and delivered by the Company such Asset Contributor and, assuming the due authorization, execution and delivery hereof by the other Parties, constitutes a legal, valid and binding agreement of the Companysuch Asset Contributor, enforceable against the Company such Asset Contributor in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws 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)). Upon the Closing, each of the Transaction Documents to which such Asset Contributor is a party will be duly executed and delivered by or on behalf of such Asset Contributor and, assuming the due authorization, execution and delivery thereof by the other parties thereto, will constitute a legal, valid and binding agreement of such Asset Contributor, enforceable against it 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)). (c) Neither the execution and delivery by the Company or on behalf of such Asset Contributor of this AgreementAgreement or the applicable Transaction Documents to which it will be a party, nor the consummation by the Company such Asset Contributor of the transactions contemplated hereby or thereby thereby, nor the performance by the Company such Asset Contributor under this Agreement or any such Transaction Document to which the Company is a party will (i) if such Asset Contributor is an Entity, violate, conflict with or result in a breach of any provision of the limited liability company agreement Governing Documents of the Companysuch Asset Contributor; (ii) require any consent, approval, authorization or Permit of, registration, declaration or filing with, or notification to, any Governmental Entity (each, a “Governmental Authorization”), except as may be required under the Xxxx-Xxxxx-Xxxxxx Act or other than any state or federal securities laws or any other Governmental Authorization that (A) may be obtained after the Closing without penalty, (B) the failure of which to obtain is not reasonably expected to have a material impact on the Business (as it pertains to the Contributed Assets in which such Asset Contributor owns an interest) or (C) the failure of which to obtain is not reasonably expected to have a material impact on the ability of such Asset Contributor to consummate the transactions contemplated hereby or thereby; (iii) other than as set forth on Section 3.2(c) of the Transferor Disclosure Schedule, require any consent or approval of any counterparty to, or violate 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, the Asset Oil and Gas Documents or any Contract other agreement the failure of which to obtain, individually or Permit; (iv) in the aggregate, would reasonably be expected to 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 the Company or restrict, hinder, impair or limit the ability of the Company to carry on the Businessa Material Adverse Effect; or (viv) violate or conflict with any Law applicable to the Companysuch Asset Contributor.

Authority; No Violation; Consents and Approvals. (a) The Company has all requisite power and authority (corporate or otherwise) to enter into execute and deliver this Agreement, the Underwriting Agreement and each the applicable Transaction Document Documents to which it is will be a party party, and to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Company of this Agreement Agreement, the Underwriting Agreement, the Bylaws, the A&R Certificate of Incorporation and each of the Transaction Document Documents to which the Company is it will be a party party, and the consummation by it of the transactions contemplated hereby and thereby, have been duly authorized by all requisite action on the part of the Companysuch party, and no other corporate, company, shareholder, partnership corporate or similar proceeding on the part of the Company or any Affiliate thereof is necessary to consummate the transactions contemplated by this Agreement and each the applicable Transaction Document to which the Company is a partyDocuments. (b) This Agreement and each Transaction Document to which the Company is a party has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by the other Parties, constitutes a legal, valid and binding agreement of the Company, enforceable against 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 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)). Upon the Closing, each of the Transaction Documents to which the Company is a party will be duly executed and delivered by the Company and, assuming the due authorization, execution and delivery thereof by the other parties thereto, will constitute a legal, valid and binding agreement of the Company, enforceable against 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 of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)). (c) Neither the execution and delivery by the Company of this AgreementAgreement or the applicable Transaction Documents to which it will be a party, nor the consummation by the Company such party of the transactions contemplated hereby or thereby thereby, nor the performance by the Company such party under this Agreement or any such Transaction Document to which the Company is a party will (i) violate, conflict with or result in a breach of any provision of the limited liability company agreement Governing Documents of the Companysuch party; (ii) require any consent, approval, authorization or Permit of, registration, declaration or filing with, or notification to, any Governmental Entity (each, a “Governmental Authorization”), except as may be required under the Xxxx-Xxxxx-Xxxxxx Act or other than any state or federal securities laws or any other Governmental Authorization that (A) may be obtained after the Closing without penaltypenalty or (B) the failure of which to obtain is not reasonably expected to have a material impact on the transactions contemplated herein; (iii) other than as set forth on Section 3.2(c) of the Transferor Disclosure Schedule, require any consent or approval of any counterparty to, or violate 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 Contract or Permitmaterial agreement; (iv) result in the creation of an Encumbrance a Lien upon or require the sale or give any Person the right to acquire any of the assets of the Company Company, or restrict, hinder, impair or limit the ability of the Company to carry on its businesses as and where it is being carried on prior to the Businessexecution of this Agreement; or (v) violate or conflict with any Law applicable to the Companysuch party.

Authority; No Violation; Consents and Approvals. (a) The Company Each of the MLP Parties has all requisite limited liability company or partnership power and authority (corporate or otherwise) authority, as applicable, to enter into this Agreement and each Transaction Document to which it is a party and to carry out its obligations hereunder and thereunder and and, subject to, with respect to consummation of the Merger, MLP Unitholder Approval, to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by the Company each MLP Party of this Agreement and each Transaction Document to which the Company is a party and the consummation by it of the transactions contemplated hereby and thereby, have been duly authorized by all requisite limited liability company or partnership, as applicable, action on the part of the Companysuch MLP Party. Subject to MLP Unitholder Approval, and no other corporate, company, shareholder, limited liability company or partnership or similar proceeding on the part of the Company or any Affiliate thereof is proceedings are necessary to consummate the transactions contemplated by this Agreement and each Transaction Document to which (except for the Company is a party. (b) filing of the appropriate merger documents as required by Delaware law). This Agreement and each Transaction Document to which the Company is a party has been duly executed and delivered by the Company each MLP Party and, assuming the due authorization, execution and delivery hereof by the other Other Parties, constitutes a legal, valid and binding agreement of the Companyeach MLP Party, enforceable against the Company 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 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)). The adoption of this Agreement by the affirmative vote or consent of the 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 the Merger. (cb) Neither Assuming the consents, approvals and filings referred to in Section 4.2(b) of the MLP Disclosure Schedule and the MLP Unitholder Approval are obtained or made, neither the execution and delivery by the Company MLP Parties of this Agreement, nor the consummation by the Company MLP Parties of the transactions contemplated hereby or thereby hereby, nor the performance compliance by the Company under MLP Parties with any of the terms or provisions of this Agreement or any Transaction Document to which the Company is a party Agreement, will (i) violate, conflict with or result in a breach of violate any provision of the limited liability company agreement Governing Documents of any of the CompanyMLP Group Entities; (ii) require any consent, approval, authorization or Permit of, registration, declaration or filing with, or notification to, any Governmental Entity (each, a “Governmental Authorization”), except as may be required under the Xxxx-Xxxxx-Xxxxxx Act or any state or federal securities laws or any other Governmental Authorization that may be obtained after the Closing without penalty; (iii) other than as set forth on Section 3.2(c) of the Transferor Disclosure Schedule, require any consent or approval of any counterparty to, or violate 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 underunder any agreement, permit, franchise, note, indenture, bond, mortgage, lease or instrument to which any Contract of the MLP Group Entities is a party or Permitby or to which any of their properties are bound; (iviii) result in the creation of an Encumbrance Encumbrance, other than Permitted Encumbrances, upon or require the sale or give any Person the right to acquire any of the assets of any of the Company MLP Group Entities, or restrict, hinder, impair or limit the ability of any of the Company MLP Group Entities to carry on the Businessits business as and where it is now being carried on; or (viv) violate or conflict with any Law applicable to the CompanyMLP Group Entities, except for matters described in clauses (ii), (iii) or (iv) that do not, individually or in the aggregate, constitute an MLP Material Adverse Effect. (c) No consent, approval, order or authorization of, or registration, declaration or filing with, or permit from, any Governmental Entity, is required to be obtained or made by any MLP Group Entity in connection with the execution and delivery of this Agreement by the MLP Parties or the consummation by the MLP Parties of the transactions contemplated by this Agreement, except for: (i) the filing with the SEC of (A) a proxy statement in preliminary and definitive form relating to the meeting of the unitholders of MLP to be held in connection with adoption of this Agreement and (B) such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (ii) the filing of the certificate of merger with the Office of the Secretary of State of the State of Delaware; (iii) any filings, consents, authorizations, approvals or exemptions in connection with compliance with the rules of the NYSE; (iv) such filings, consents, authorizations, approvals or exemptions as may be required by any applicable state securities or “blue sky” or takeover laws; and (v) any such consent, approval, order, authorization, registration, filing, or permit that the failure to obtain or make do not constitute, individually or in the aggregate, an MLP Material Adverse Effect.

Authority; No Violation; Consents and Approvals. (a) The Company Remora Holdings has all requisite power and authority (corporate or otherwise) to enter into execute and deliver this Agreement and each the applicable Transaction Document Documents to which it is will be a party party, and to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Company Remora Holdings of this Agreement and each of the Transaction Document Documents to which the Company is it will be a party party, and the consummation by it of the transactions contemplated hereby and thereby, have been duly authorized by all requisite action on the part of the CompanyRemora Holdings, and no other corporate, company, shareholder, partnership limited liability company or similar proceeding on the part of the Company Remora Holdings or any Affiliate thereof is necessary to consummate the transactions contemplated by this Agreement and each the applicable Transaction Document to which the Company is a partyDocuments. (b) This Agreement and each Transaction Document to which the Company is a party has been duly executed and delivered by the Company Remora Holdings and, assuming the due authorization, execution and delivery hereof by the other Parties, constitutes a legal, valid and binding agreement of the CompanyRemora Holdings, enforceable against the Company such party in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws 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)). Upon the Closing, each of the Transaction Documents to which Remora Holdings is a party will be duly executed and delivered by such party and, assuming the due authorization, execution and delivery thereof by the other parties thereto, will constitute a legal, valid and binding agreement of such party, enforceable against such 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)). (c) Neither the execution and delivery by the Company Remora Holdings of this AgreementAgreement or the applicable Transaction Documents to which it will be a party, nor the consummation by the Company such party of the transactions contemplated hereby or thereby thereby, nor the performance by the Company such party under this Agreement or any such Transaction Document to which the Company is a party will (i) violate, conflict with or result in a breach of any provision of the limited liability company agreement Governing Documents of the Companysuch party; (ii) require any consent, approval, authorization or Permit of, registration, declaration or filing with, or notification to, any Governmental Entity (each, a “Governmental Authorization”), except as may be required under the Xxxx-Xxxxx-Xxxxxx Act or other than any state or federal securities laws or any other Governmental Authorization that (A) may be obtained after the Closing without penaltypenalty or (B) the failure of which to obtain is not reasonably expected to have a material impact on the transactions contemplated herein; (iii) other than as set forth on Section 3.2(c) of the Transferor Disclosure Schedule, require any consent or approval of any counterparty to, or violate 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 Contract or Permitmaterial agreement; (iv) result in the creation of an Encumbrance a Lien upon or require the sale or give any Person the right to acquire any of the assets of the Company such party, or restrict, hinder, impair or limit the ability of the Company such party to carry on its businesses as and where it is being carried on prior to the Businessexecution of this Agreement; or (v) violate or conflict with any Law applicable to the Companysuch party.

Authority; No Violation; Consents and Approvals. (a) The Company Each of the Buyer Parties has all requisite corporate, limited liability company, partnership or other power and authority (corporate or otherwise) to enter into this Agreement and each Transaction Document to which it is a party and to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by the Company each Buyer Party of this Agreement and each Transaction Document to which the Company is a party and the consummation by it of the transactions contemplated hereby and thereby, have been duly authorized by all requisite corporate, limited liability company, partnership or other action on the part of the Companysuch Buyer Party, and subject to the Buyer Unitholder Approval, no other corporate, limited liability company, shareholder, partnership or similar proceeding on the part of the Company or any Affiliate thereof is other organizational proceedings are necessary to consummate the transactions contemplated by this Agreement and each Transaction Document to which the Company is a party. (b) Agreement. This Agreement and each Transaction Document to which the Company is a party has been duly executed and delivered by the Company each Buyer Party and, assuming the due authorization, execution and delivery hereof by the other PartiesMLP and MLP General Partner, constitutes a legal, valid and binding agreement of the Companyeach Buyer Party, enforceable against the Company 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 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 for matters expressly contemplated by this Agreement and matters described in clauses (b), (c) Neither or (d) below that would not, individually or in the aggregate, have a Buyer Material Adverse Effect, neither the execution and delivery by the Company Buyer Parties of this Agreement, nor the consummation by the Company Buyer Parties of the transactions contemplated hereby or thereby nor and the performance by the Company under Buyer Parties of this Agreement or any Transaction Document to which the Company is a party will (i) violate, conflict with or result in a breach of any provision of the limited liability company agreement of the Company; (ii) require any consent, approval, authorization or Permit of, registration, declaration or filing with, or notification to, any Governmental Entity (each, a “Governmental Authorization”), except as may be required under the Xxxx-Xxxxx-Xxxxxx Act or any state or federal securities laws or any other Governmental Authorization that may be obtained after the Closing without penalty; (iii) other than as set forth on Section 3.2(c) of the Transferor Disclosure Schedule, require any consent or approval of any counterparty to, or violate 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 Contract or Permit; (iv) 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 the Company or restrict, hinder, impair or limit the ability of the Company to carry on the Business; or (va) violate or conflict with any Law applicable to provision of the Company.governing documents of the Buyer Group Entities;

Authority; No Violation; Consents and Approvals. (a) The Company Each of the Xxxxxx Parties has all requisite limited liability company or limited partnership power and authority (corporate or otherwise) to enter into this Agreement and each Transaction Document to which it is a party and Agreement, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by the Company each Xxxxxx Party of this Agreement and each Transaction Document to which the Company is a party and the consummation by it of the transactions contemplated hereby and thereby, have been duly authorized by all requisite limited liability company or limited partnership action on the part of such Xxxxxx Party, except for (i) Unitholder Approval of this Agreement and the Company, Merger and (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware; and no other vote or approval by any holders of Partnership Interests or limited liability company interests in Partnership GP or other corporate, limited liability company, shareholder, partnership or similar proceeding on the part other organizational votes, approvals or proceedings in respect of the Company or any Affiliate thereof is Xxxxxx Parties are necessary to consummate the transactions contemplated by this Agreement and each Transaction Document to which the Company is a partyAgreement. (b) This Agreement and each Transaction Document to which the Company is a party has been duly executed and delivered by the Company each Xxxxxx Party and, assuming the due authorization, execution and delivery hereof by the other Parent Parties, constitutes a legal, valid and binding agreement of the Companysuch Xxxxxx Party, enforceable against the Company such Xxxxxx Party in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws 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)). (c) Neither Except for matters expressly contemplated by this Agreement and matters described in clauses (ii), (iii) or (iv) below that would not, individually or in the aggregate, have a Xxxxxx Material Adverse Effect, neither the execution and delivery by the Company Xxxxxx Parties of this Agreement, nor the consummation by the Company Xxxxxx Parties of the transactions contemplated hereby or thereby nor and the performance by the Company under Xxxxxx Parties of this Agreement or any Transaction Document to which the Company is a party will (i) violate, violate or conflict with or result in a breach of any provision of the limited liability company agreement organizational or governing documents of the CompanyXxxxxx Group Entities; (ii) require any consent, approval, authorization or Permit permit of, registration, declaration or filing with, or notification to, any Governmental Entity (each, a “Governmental Authorization”), except as may be required under the Xxxx-Xxxxx-Xxxxxx Act or any state or federal securities laws or any other Governmental Authorization that may be obtained after the Closing without penaltyperson; (iii) other than as set forth on Section 3.2(c) of the Transferor Disclosure Schedule, require any consent or approval of any counterparty to, or violate 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 Contract agreement or Permitinstrument to which any of the Xxxxxx Group Entities is a party or by or to which any of their properties are bound; (iv) 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 the Company or restrict, hinder, impair or limit the ability any of the Company to carry on the BusinessXxxxxx Group Entities; or (v) violate or conflict in any material respect with any material Law applicable to the CompanyXxxxxx Group Entities. (d) Section 3.3(d) of the Xxxxxx Disclosure Schedule identifies all consents, approvals and authorizations of any Governmental Entity or third party that are required to be obtained by any Xxxxxx Group Entity in connection with (1) the execution and delivery by the Xxxxxx Parties of this Agreement or (2) the consummation by the Xxxxxx Parties of the transactions contemplated by this Agreement, in each case except for such consents, approvals and authorizations that, if not obtained, would not, individually or in the aggregate, have a Xxxxxx Material Adverse Effect.

Authority; No Violation; Consents and Approvals. (a) The Company SemStream has all requisite power and authority (corporate or otherwise) to enter into this Agreement and each Transaction Document to which it is a party and to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by the Company SemStream of this Agreement and each Transaction Document to which the Company is a party and the consummation by it of the transactions contemplated hereby and therebyhereby, have been duly authorized by all requisite action on the part of the CompanySemStream, and no other corporate, company, shareholder, partnership or similar proceeding on the part of the Company SemStream or any Affiliate thereof is necessary to consummate the transactions contemplated by this Agreement and each Transaction Document to which the Company is a partyAgreement. (b) This Agreement and each Transaction Document to which the Company is a party has been duly executed and delivered by the Company SemStream and, assuming the due authorization, execution and delivery hereof by the other Parties, constitutes a legal, valid and binding agreement of the CompanySemStream, enforceable against the Company SemStream 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)). (c) Neither None of the execution and delivery by the Company SemStream of this Agreement, nor or the consummation by the Company SemStream of the transactions contemplated hereby hereby, or thereby nor the performance by the Company SemStream under this Agreement or any Transaction Document to which the Company is a party will (i) violate, conflict with or result in a breach of any provision of the limited liability company partnership agreement of the CompanySemStream; (ii) other than as set forth on Section 3.2(c) of the SEM Disclosure Schedule, require any consent, approval, authorization or Permit permit of, registration, declaration or filing with, or notification to, any Governmental Entity (each, a “Governmental Authorization”), except as may be required under the Xxxx-Xxxxx-Xxxxxx Act or other than any state or federal securities laws or any other Governmental Authorization that may be obtained after the Closing without material penalty; (iii) other than as set forth on Section 3.2(c) of the Transferor SEM Disclosure Schedule, require any consent or approval of any counterparty to, or violate 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 Contract or PermitPermit to which SemStream is a party or any Contributed Assets bound; (iv) result in the creation of an Encumbrance Encumbrance, other than a Permitted Encumbrance, upon or require the sale or give any Person the right to acquire any of the assets of the Company Contributed Assets or restrict, hinder, impair or limit the ability of the Company SemStream to carry on the Business; or (v) violate or conflict with any Law applicable to the CompanySemStream.

Authority; No Violation; Consents and Approvals. (a) The Company Each of Parent, Merger Sub and Magic Hat has all requisite corporate power and authority (corporate or otherwise) to enter into execute and deliver this Agreement and each Transaction Document to which it is a party and to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyby this Agreement. The execution, execution and delivery and performance by the Company of this Agreement by Parent, Merger Sub and each Transaction Document to which the Company is a party Magic Hat and the consummation by it Parent, Merger Sub and Magic Hat of the transactions contemplated hereby and thereby, by this Agreement have been duly authorized by all requisite necessary corporate action on the part of the CompanyParent, Merger Sub and Magic Hat and no other corporate, company, shareholder, partnership or similar proceeding corporate proceedings on the part of the Company Parent, Merger Sub or any Affiliate thereof is Magic Hat are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreement and each Transaction Document to which (other than the Company is a party. (b) filing of the Articles of Merger with the Secretary of State of the State of Washington). This Agreement and each Transaction Document to which the Company is a party has been duly executed and delivered by the Company each of Parent, Merger Sub and Magic Hat and, assuming the due authorization, execution and delivery hereof by the other PartiesCompany, constitutes a legal, valid and binding agreement obligation of the CompanyParent, Merger Sub and Magic Hat, as applicable, enforceable against the Company Parent, Merger Sub and Magic Hat, as applicable, in accordance with its terms terms. (except insofar as b) The execution and delivery of this Agreement by Parent, Merger Sub and Magic Hat do not, and the consummation by Parent, Merger Sub and Magic Hat of the Offer, the Merger and the other transactions contemplated by this Agreement and compliance by Parent, Merger Sub and Magic Hat with the provisions of this Agreement will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties or other assets of Parent, Merger Sub or Magic Hat under (A) Parent’s Amended and Restated Certificate of Incorporation or Bylaws, the Articles of Incorporation or the Bylaws of Merger Sub, or the Articles of Incorporations or the Bylaws of Magic Hat (B) any Contract to which Parent, Merger Sub or Magic Hat is a party or any of their respective properties, rights or other assets is subject or (C) the governmental filings and other matters referred to in paragraph (c) below, any Law or Order applicable to Parent, Merger Sub or Magic Hat or their respective properties or other assets, other than, in the case of clauses (B) and (C), any such enforceability may conflicts, violations, breaches, defaults, rights of termination, modification, cancellation or acceleration, losses or Liens that individually or in the aggregate have not had and would not reasonably be limited expected to (i) impair in any material respect the ability of Parent, Merger Sub or Magic Hat to perform its respective obligations under this Agreement or (ii) prevent or materially impede, interfere with, hinder or delay the consummation of any of the transactions contemplated 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))this Agreement. (c) Neither the execution and delivery by Except as set forth on Section 3.04(c) of the Company of this AgreementDisclosure Schedule, nor the consummation by the Company of the transactions contemplated hereby or thereby nor the performance by the Company under this Agreement or any Transaction Document to which the Company is a party will (i) violate, conflict with or result in a breach of any provision of the limited liability company agreement of the Company; (ii) require any no consent, approval, order or authorization or Permit of, action by or in respect of, or registration, declaration or filing with, or notification to, any Governmental Entity (eachis required by or with respect to Parent, a “Governmental Authorization”)Merger Sub or Magic Hat in connection with the execution and delivery of this Agreement by Parent, Merger Sub and Magic Hat or the consummation by Parent and Merger Sub of the Offer, the Merger or the other transactions contemplated by this Agreement, except for (A) the filing with the SEC of (1) the Offer Documents by Merger Sub, (2) the Schedule 14D-9 by the Company and, if required by applicable Law, the Information Statement by the Company and (3) such reports under the Exchange Act as may be required under in connection with this Agreement and the Xxxx-Xxxxx-Xxxxxx Act or transactions contemplated by this Agreement, (B) the filing of the Articles of Merger with the Secretary of State of the State of Washington, (C) any filings with and approvals of the NASDAQ, (D) any filings required pursuant to state or federal securities and “blue sky” laws or any and (E) such other Governmental Authorization that may consents, approvals, orders, authorizations, actions, registrations, declarations and filings the failure of which to be obtained after or made individually or in the Closing without penalty; aggregate has not had and would not reasonably be expected to (iii1) other than as set forth on Section 3.2(c) of the Transferor Disclosure Schedule, require any consent or approval of any counterparty to, or violate or result impair in any breach material respect the ability of Parent, Merger Sub or constitute a default Magic Hat to perform its respective obligations under this Agreement or (2) prevent or an event thatmaterially impede, with notice interfere with, hinder or lapse delay the consummation 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 Contract or Permit; (iv) 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 the Company or restrict, hinder, impair or limit the ability of the Company to carry on the Business; or (v) violate or conflict with any Law applicable to the Companytransactions contemplated by this Agreement.

Authority; No Violation; Consents and Approvals. (a) The Company HSE General Partner has all requisite power and authority (corporate or otherwise) to enter into this Agreement and each Transaction Document to which it is a party and to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by the Company HSE General Partner of this Agreement and each Transaction Document to which the Company is a party and the consummation by it of the transactions contemplated hereby and therebyhereby, have been duly authorized by all requisite action on the part of the CompanyHSE General Partner, and no other corporate, company, shareholder, partnership or similar proceeding on the part of the Company HSE General Partner or any Affiliate thereof is necessary to consummate the transactions contemplated by this Agreement and each Transaction Document to which the Company is a partyAgreement. (b) This Agreement and each Transaction Document to which the Company is a party has been duly executed and delivered by the Company HSE General Partner and, assuming the due authorization, execution and delivery hereof by the other Parties, constitutes a legal, valid and binding agreement of the CompanyHSE General Partner, enforceable against the Company HSE General Partner 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)). (c) Neither the execution and delivery by the Company HSE General Partner of this Agreement, nor the consummation by the Company HSE General Partner of the transactions contemplated hereby or thereby nor the performance by the Company HSE General Partner under this Agreement or any Transaction Document to which the Company is a party will (ia) violate, conflict with or result in a breach of any provision of the limited liability company agreement of the CompanyHSE General Partner LLC Agreement; (iib) require any consent, approval, authorization or Permit permit of, registration, declaration or filing with, or notification to, any Governmental Entity Authority (each, a “Governmental Authorization”), except other than any notices or filings pursuant to applicable Antitrust Laws as contemplated by Section 5.2 of this Agreement, the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and the Secretary of State of the State of Colorado, any such filings and approvals that may be required to be made or obtained under the Xxxx-Xxxxx-Xxxxxx Act securities or “Blue Sky” laws of various states in connection with the issuance of the NGL LLC Units pursuant to this Agreement, or any state or federal securities laws or any other Governmental Authorization that may be obtained after the Closing without penalty; (iiic) other than as set forth on Section 3.2(c) of the Transferor HSE Disclosure Schedule, require any consent or approval of any counterparty to, or violate 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 Contract or PermitPermit (as defined in Section 3.6(b) below); (ivd) 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 the Company HSE General Partner or restrict, hinder, impair or limit the ability of the Company HSE General Partner to carry on the Business; or (ve) violate or conflict with any Law applicable to the CompanyHSE.

Authority; No Violation; Consents and Approvals. (a) The Company Each of the Xxxxx Parties has all requisite power and authority (corporate or otherwise) to enter into this Agreement and each Transaction Document to which it is and, if a party thereto, the Transaction Documents, and to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each of the Company Xxxxx Parties of this Agreement and each of the Transaction Document Documents to which the Company it is a party party, and the consummation by it of the transactions contemplated hereby and thereby, have been duly authorized by all requisite action on the part of the CompanyXxxxx Parties, and no other corporate, company, shareholder, partnership or similar proceeding on the part of the Company Xxxxx Parties or any Affiliate thereof is necessary to consummate the transactions contemplated by this Agreement and each the Transaction Document to which the Company is a partyDocuments. (b) This Agreement and each Transaction Document to which the Company is a party has been duly executed and delivered by the Company Xxxxx Parties and, assuming the due authorization, execution and delivery hereof by the other Parties, constitutes a legal, valid and binding agreement of the CompanyXxxxx Parties, enforceable against the Company Xxxxx Parties 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)). Upon Closing, each of the Transaction Documents to which a Xxxxx Party is a party will be duly executed and delivered by the Xxxxx Parties and, assuming the due authorization, execution and delivery thereof by the other parties thereto, will constitute a legal, valid and binding agreement of the Xxxxx Parties, enforceable against the Xxxxx Parties 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)). (c) Neither the execution and delivery by each of the Company Xxxxx Parties of this AgreementAgreement or the Transaction Documents to which it is a party, nor the consummation by any of the Company Xxxxx Parties and the Xxxxx Group Entities of the transactions contemplated hereby or thereby thereby, nor the performance by the Company Xxxxx Parties under this Agreement or any Transaction Document to which the Company is a party will (ia) violate, conflict with or result in a breach of any provision of the Governing Documents of any of the Xxxxx Parties or the Xxxxx Group Entities or the certificate of formation, limited liability company agreement or other governing document of Xxxxxxx or Xxxxx Newco Operating after the consummation of the CompanyXxxxx Pre-Closing Restructuring; (iib) require any consent, approval, authorization or Permit permit of, registration, declaration or filing with, or notification to, any Governmental Entity (each, a “Governmental Authorization”), except as may be required under the Xxxx-Xxxxx-Xxxxxx Act or other than any state or federal securities laws or any other Governmental Authorization that (i) may be obtained after the Closing without penaltypenalty or (ii) the failure of which to obtain is not reasonably expected to have a material impact on the Xxxxx Contributed Business; (iiic) other than as set forth on Section 3.2(c) of the Transferor Disclosure Schedule, require any consent or approval of any counterparty to, or violate 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 Contract or PermitXxxxx Material Agreement; (ivd) 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 any of the Company Xxxxx Parties or the Xxxxx Group Entities or restrict, hinder, impair or limit the ability of any of the Company Xxxxx Parties or the Xxxxx Group Entities to carry on the Xxxxx Contributed Business; or (ve) violate or conflict with any Law applicable to any of the CompanyXxxxx Parties or the Xxxxx Group Entities.

Authority; No Violation; Consents and Approvals. (a) The Company If such NGLS Shareholder is an entity, (i) such NGLS Shareholder has all requisite power and authority (corporate or otherwise) to enter into this Agreement and each Transaction Document to which it is and, if a party thereto, the Transaction Documents, and to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The ; and (ii) the execution, delivery and performance by the Company such NGLS Shareholder of this Agreement and each the Transaction Document Documents to which the Company it is a party party, and the consummation by it of the transactions contemplated hereby and thereby, have been duly authorized by all requisite action on the part of the Companysuch NGLS Shareholder, and no other corporate, company, shareholder, partnership or similar proceeding on the part of the Company such NGLS Shareholder or any Affiliate thereof is necessary to consummate the transactions contemplated by this Agreement and each the Transaction Document to which the Company is a partyDocuments. (b) This Agreement and each Transaction Document to which the Company is a party has been duly executed and delivered by the Company such NGLS Shareholder and, assuming the due authorization, execution and delivery hereof by the other Parties, constitutes a legal, valid and binding agreement of the Companysuch NGLS Shareholder, enforceable against such NGLS Shareholder 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)). Upon Closing, each of the Company Transaction Documents to which such NGLS Shareholder is a party will be duly executed and delivered by such NGLS Shareholder and, assuming the due authorization, execution and delivery thereof by the other parties thereto, will constitute a legal, valid and binding agreement of such NGLS Shareholder, enforceable against such NGLS Shareholder 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)). (c) Neither the execution and delivery by the Company such NGLS Shareholder of each of this AgreementAgreement or the Transaction Documents to which it is a party, nor the consummation by the Company such NGLS Shareholder of the transactions contemplated hereby or thereby thereby, nor the performance by the Company such NGLS Shareholder under this Agreement or any Transaction Document to which the Company is a party will (i) if such NGLS Shareholder is an entity, violate, conflict with or result in a breach of any provision of the limited liability company agreement Governing Documents of the Companysuch NGLS Shareholder; (ii) require any consent, approval, authorization or Permit of, registration, declaration or filing with, or notification to, any Governmental Entity (each, a “Governmental Authorization”), except as may be required under the Xxxx-Xxxxx-Xxxxxx Act or any state or federal securities laws or any other Governmental Authorization that may be obtained after the Closing without penalty; (iii) other than as set forth on Section 3.2(c) of the Transferor Disclosure Schedule, require any consent or approval of any counterparty to, or violate 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 Contract agreement, instrument, license, franchise or Permitother obligation to which such NGLS Shareholder is a party or by or to which any of his or its properties are bound; (iv) 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 the Company such NGLS Shareholder, or restrict, hinder, impair or limit the ability of the Company such NGLS Shareholder to carry on his or its businesses as and where its is being carried on prior to the Businessexecution of this Agreement; or (v) violate or conflict with any Law applicable to the Companysuch NGLS Shareholder.

Authority; No Violation; Consents and Approvals. (a) The Company ProAssurance has all requisite full corporate power and authority (corporate or otherwise) to enter into execute and deliver this Agreement and each Transaction Document to which it is a party and to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Company of this Agreement and each Transaction Document to which the Company is a party and the consummation by it of the transactions contemplated hereby and thereby, have been duly authorized by all requisite action on the part of the Company, and no other corporate, company, shareholder, partnership or similar proceeding on the part of the Company or any Affiliate thereof is necessary to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and each Transaction Document the consummation of the transactions contemplated by this Agreement have been duly and validly approved by the Board of Directors of ProAssurance, and no other corporate proceedings on the part of ProAssurance are necessary to which approve this Agreement and to consummate the Company is a party. (b) transactions contemplated by this Agreement. This Agreement and each Transaction Document to which the Company is a party has been duly and validly executed and delivered by the Company and, ProAssurance and (assuming the due authorization, execution and delivery hereof by NEWCO and Eastern and the other Parties, receipt of all Requisite Regulatory Approvals) constitutes a legal, valid and binding agreement obligation of the CompanyProAssurance, enforceable against the Company 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 laws 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 or at law))equity. (cb) Neither the execution and delivery of this Agreement by ProAssurance nor the Company consummation by ProAssurance of the transactions contemplated by this Agreement, nor compliance by ProAssurance with any of the terms or provisions of this Agreement, nor the consummation by the Company of the transactions contemplated hereby or thereby nor the performance by the Company under this Agreement or any Transaction Document to which the Company is a party will (i) violate any provision of the Certificate of Incorporation or Bylaws of ProAssurance or (ii) assuming that all Requisite Regulatory Approvals and all of the consents and approvals referred to in Section 4.2(c) of this Agreement are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to ProAssurance or any of its properties or assets, or (y) violate, conflict with or with, result in a breach of any provision of the limited liability company agreement of the Company; (ii) require any consent, approval, authorization or Permit of, registration, declaration or filing with, or notification to, any Governmental Entity (each, a “Governmental Authorization”), except as may be required under the Xxxx-Xxxxx-Xxxxxx Act or any state or federal securities laws or any other Governmental Authorization that may be obtained after the Closing without penalty; (iii) other than as set forth on Section 3.2(c) of the Transferor Disclosure Schedule, require any consent or approval of any counterparty to, or violate 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 Contract constitute a default (or Permit; (ivan event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of an Encumbrance any Lien upon or require the sale or give any Person the right to acquire any of the properties or assets of the Company or restrictProAssurance under, hinder, impair or limit the ability any of the Company terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to carry which ProAssurance is a party, or by which it or any of its properties or assets may be bound or affected, except (in the case of clause (y) above) for such violations, conflicts, breaches or defaults which, either individually or in the aggregate, would not have a Material Adverse Effect on ProAssurance. (c) Except for (i) the Business; or filing of applications, notices and forms with, and the obtaining of approvals from, the Insurance Regulators pursuant to the Insurance Laws, with respect to the transactions contemplated by this Agreement, (ii) the filing with the SEC of the Proxy Statement, (iii) the filing of the Articles of Merger with the Pennsylvania Department of State, (iv) the filing of the HSR Act Report with the Pre-Merger Notification Agencies pursuant to the HSR Act, and (v) violate the approval of this Agreement by the requisite votes of the shareholders of NEWCO and the shareholders of Eastern, no consents or conflict approvals of, or filings or registrations with any Law Governmental Authority or with any other Person are necessary in connection with the execution and delivery by ProAssurance of this Agreement or the consummation by ProAssurance or any ProAssurance Subsidiary of the transactions contemplated by this Agreement. NEWCO 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 this Agreement and the consummation of the transactions contemplated by this Agreement have been duly and validly approved by the Board of Directors of NEWCO. The Board of Directors of NEWCO has directed that this Agreement and the transactions contemplated by this Agreement be submitted to the sole shareholder of NEWCO. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly and validly approved by ProAssurance, acting through its Board of Directors, as the sole shareholder of NEWCO, and no further corporate proceedings on the part of NEWCO are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by NEWCO and (assuming due authorization, execution and delivery by ProAssurance and Eastern and the receipt of all Requisite Regulatory Approvals) constitutes a valid and binding obligation of NEWCO, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity. (d) Neither the execution and delivery of this Agreement by NEWCO nor the consummation by NEWCO of the transactions contemplated by this Agreement, nor compliance by NEWCO with any of the terms or provisions of this Agreement, will (i) violate any provision of the Articles of Incorporation or Bylaws of NEWCO or (ii) assuming that all Requisite Regulatory Approvals and all of the consents and approvals referred to in Section 4.2(c) of this Agreement are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to NEWCO or any of its properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the Companyloss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of NEWCO under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which NEWCO is a party, or by which it or any of its properties or assets may be bound or affected, except (in the case of clause (y) above) for such violations, conflicts, breaches or defaults which, either individually or in the aggregate, will not have or be reasonably likely to have a Material Adverse Effect on NEWCO.

Authority; No Violation; Consents and Approvals. (a) The Company Each of the Parent Parties has all requisite limited liability company power and authority (corporate or otherwise) to enter into this Agreement and each Transaction Document to which it is a party and to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by the Company each Parent Party of this Agreement and each Transaction Document to which the Company is a party and the consummation by it of the transactions contemplated hereby and thereby, have been duly authorized by all requisite limited liability company action on the part of the Companysuch Parent Party, and no other corporate, company, shareholder, partnership or similar proceeding limited liability company proceedings on the part of the Company or any Affiliate thereof is a Parent Party are necessary to consummate the transactions contemplated by this Agreement. Parent has, in its capacity as the sole member of Holdings GP, duly authorized by all requisite limited liability company action on the part of Parent, the execution, delivery and performance by Holdings GP of this Agreement and each Transaction Document to which the Company is a partyconsummation of the transactions contemplated hereby. (b) This Agreement and each Transaction Document to which the Company is a party has been duly executed and delivered by the Company each Parent Party and, assuming the due authorization, execution and delivery hereof by the other Holdings Parties, constitutes a legal, valid and binding agreement of the Companysuch Parent Party, enforceable against the Company such Parent Party in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws 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)). (c) Neither Except for matters expressly contemplated by this Agreement and matters described in clauses (ii), (iii) or (iv) below that would not, individually or in the aggregate, have a Parent Material Adverse Effect, neither the execution and delivery by the Company Parent Parties of this Agreement, nor the consummation by the Company Parent Parties of the transactions contemplated hereby or thereby nor and the performance by the Company under Parent Parties of this Agreement or any Transaction Document to which the Company is a party will (i) violate, violate or conflict with or result in a breach of any provision of the limited liability company agreement governing documents of the CompanyParent Parties; (ii) require any consent, approval, authorization or Permit permit of, registration, declaration or filing with, or notification to, any Governmental Entity (each, a “Governmental Authorization”), except as may be required under the Xxxx-Xxxxx-Xxxxxx Act or any state or federal securities laws or any other Governmental Authorization that may be obtained after the Closing without penaltyperson; (iii) other than as set forth on Section 3.2(c) of the Transferor Disclosure Schedule, require any consent or approval of any counterparty to, or violate 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 Contract agreement or Permitinstrument to which any of the Parent Parties is a party or by or to which any of their properties are bound; (iv) 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 the Company or restrict, hinder, impair or limit the ability any of the Company to carry on the BusinessParent Parties; or (v) violate or conflict in any material respect with any material Law applicable to the CompanyParent Parties. (d) Section 4.2(d) of the Parent Disclosure Schedule identifies all material consents, approvals and authorizations of any Governmental Entity or third party that are required to be obtained by any Parent Parties in connection with (1) the execution and delivery by the Parent Parties of this Agreement or (2) the consummation by the Parent Parties of the transactions contemplated by this Agreement, except for such consents, approvals and authorizations that, if not obtained, would not, individually or in the aggregate, have a Parent Material Adverse Effect.

Authority; No Violation; Consents and Approvals. (a) The Company NGLS has all requisite power and authority (corporate or otherwise) to enter into this Agreement and each Transaction Document to which it is and, if a party thereto, the Transaction Documents, and to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Company NGLS of this Agreement and each of the Transaction Document Documents to which the Company it is a party party, and the consummation by it of the transactions contemplated hereby and thereby, have been duly authorized by all requisite action on the part of the CompanyNGLS, and no other corporate, company, shareholder, partnership or similar proceeding on the part of the Company NGLS or any Affiliate thereof is necessary to consummate the transactions contemplated by this Agreement and each the Transaction Document to which the Company is a partyDocuments. (b) This Agreement and each Transaction Document to which the Company is a party has been duly executed and delivered by the Company NGLS and, assuming the due authorization, execution and delivery hereof by the other Parties, constitutes a legal, valid and binding agreement of the CompanyNGLS, enforceable against NGLS 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)). Upon Closing, each of the Company Transaction Documents to which NGLS is a party will be duly executed and delivered by NGLS and, assuming the due authorization, execution and delivery thereof by the other parties thereto, will constitute a legal, valid and binding agreement of NGLS, enforceable against NGLS 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)). (c) Neither the execution and delivery by the Company NGLS of this AgreementAgreement or the Transaction Documents to which it is a party, nor the consummation by any of the Company NGLS Group Entities of the transactions contemplated hereby or thereby thereby, nor the performance by the Company NGLS under this Agreement or any Transaction Document to which the Company is a party will (ia) violate, conflict with or result in a breach of any provision of the Governing Documents of any of the NGLS Group Entities or the certificate of formation, limited liability company agreement or other governing document of NGLS after the consummation of the CompanyNGLS Pre-Closing Restructuring; (iib) require any consent, approval, authorization or Permit of, registration, declaration or filing with, or notification to, any Governmental Entity (each, a “Governmental Authorization”), except as may be required under the Xxxx-Xxxxx-Xxxxxx Act or other than any state or federal securities laws or any other Governmental Authorization that (i) may be obtained after the Closing without penaltypenalty or (ii) the failure of which to obtain is not reasonably expected to have a material impact on the NGLS Contributed Business; (iiic) other than as set forth on Section 3.2(c) of the Transferor Disclosure Schedule, require any consent or approval of any counterparty to, or violate 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 Contract or PermitNGLS Material Agreement; (ivd) 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 any of the Company NGLS Group Entities or restrict, hinder, impair or limit the ability of the Company NGLS Group Entities to carry on the NGLS Contributed Business; or (ve) violate or conflict with any Law applicable to any of the CompanyNGLS Group Entities.

Authority; No Violation; Consents and Approvals. (a) The Company Each of the Parent Parties has all requisite limited liability company, limited partnership or corporate power and authority (corporate or otherwise) to enter into this Agreement and each Transaction Document to which it is a party and to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by the Company each Parent Party of this Agreement and each Transaction Document to which the Company is a party and the consummation by it of the transactions contemplated hereby and thereby, have been duly authorized by all requisite limited liability company, limited partnership or corporate action on the part of the Companysuch Parent Party, and no other corporate, limited liability company, shareholder, limited partnership or similar proceeding corporate proceedings on the part of the Company or any Affiliate thereof is a Parent Party are necessary to consummate the transactions contemplated by this Agreement and each Transaction Document to which the Company is a partyAgreement. (b) This Agreement and each Transaction Document to which the Company is a party has been duly executed and delivered by the Company each Parent Party and, assuming the due authorization, execution and delivery hereof by the other Partnership Parties, constitutes a legal, valid and binding agreement of the Companysuch Parent Party, enforceable against the Company such Parent Party in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws laws relating to or affecting creditors’ rights generally and by general principles of equity (equity, regardless of whether such enforceability is considered in a proceeding in equity or at law)). (c) Neither Except for matters expressly contemplated by this Agreement and matters described in clauses (ii) and (iii) below that would not, individually or in the aggregate, have a Parent Material Adverse Effect, neither the execution and delivery by the Company Parent Parties of this Agreement, nor the consummation by the Company Parent Parties of the transactions contemplated hereby or thereby nor and the performance by the Company under Parent Parties of this Agreement or any Transaction Document to which the Company is a party will (i) violate, violate or conflict with or result in a breach of any provision of the limited liability company agreement organizational or governing documents of the CompanyParent Parties; (ii) require any consent, approval, authorization or Permit of, registration, declaration or filing with, or notification to, any Governmental Entity (each, a “Governmental Authorization”), except as may be required under the Xxxx-Xxxxx-Xxxxxx Act or any state or federal securities laws or any other Governmental Authorization that may be obtained after the Closing without penalty; (iii) other than as set forth on Section 3.2(c) of the Transferor Disclosure Schedule, require any consent or approval of any counterparty to, or violate 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 Contract to which any of the Parent Parties is a party or Permitby or to which any of their properties are bound; (iviii) 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 the Company or restrict, hinder, impair or limit the ability any of the Company to carry on the BusinessParent Parties; or (viv) violate or conflict in any material respect with any material Law applicable to the CompanyParent Parties. (d) No consent, approval, order or authorization of, action by or in respect of, or registration, declaration, notice to or filing with, any Governmental Entity is required by or with respect to the Parent Parties in connection with the execution and delivery of this Agreement by the Parent Parties or the consummation of the Merger or the other transactions contemplated by this Agreement, except for (i) the filing with the SEC of (A) the Information Statement and the Schedule 13E-3, and (B) such reports under the Exchange Act as may be required in connection with this Agreement and the Merger and the other transactions contemplated by this Agreement, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Partnership or any of its subsidiaries is qualified to do business, (iii) any filings with and approvals of the NYSE MKT, (iv) approval of the Settlement Agreement by the Court and (v) such other consents, approvals, orders, authorizations, actions, registrations, declarations, notices and filings the failure of which to be obtained or made, individually or in the aggregate, would not (A) reasonably be expected to have a Parent Material Adverse Effect or (B) prevent or materially impede, interfere with, hinder or delay the consummation of the transactions contemplated by this Agreement.

Authority; No Violation; Consents and Approvals. (a) The Company PRA has all requisite full corporate power and authority (corporate or otherwise) to enter into execute and deliver this Agreement and each Transaction Document to which it is a party and to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Company of this Agreement and each Transaction Document to which the Company is a party and the consummation by it of the transactions contemplated hereby and thereby, have been duly authorized by all requisite action on the part of the Company, and no other corporate, company, shareholder, partnership or similar proceeding on the part of the Company or any Affiliate thereof is necessary to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and each Transaction Document the consummation of the transactions contemplated by this Agreement have been duly and validly approved by the Board of Directors of PRA, and no other corporate proceedings on the part of PRA (including any approval of the stockholders of PRA) are necessary to which approve this Agreement and to consummate the Company is a party. (b) transactions contemplated by this Agreement. This Agreement and each Transaction Document to which the Company is a party has been duly and validly executed and delivered by the Company and, PRA and (assuming the due authorization, execution and delivery hereof by PICA and the other Parties, receipt of all Requisite Regulatory Approvals) constitutes a legal, valid and binding agreement obligation of the CompanyPRA, enforceable against the Company 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 laws 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 or at law))equity. (cb) Neither the execution and delivery of this Agreement by PRA nor the Company consummation by PRA of the transactions contemplated by this Agreement, nor compliance by PRA with any of the terms or provisions of this Agreement, nor the consummation by the Company of the transactions contemplated hereby or thereby nor the performance by the Company under this Agreement or any Transaction Document to which the Company is a party will (i) violate any provision of the certificate of incorporation or bylaws of PRA or (ii) assuming that all Requisite Regulatory Approvals and all of the consents and approvals referred to in Section 5.2(c) of this Agreement are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to PRA or any of its properties or assets, or (y) violate, conflict with or with, result in a breach of any provision of the limited liability company agreement of the Company; (ii) require any consent, approval, authorization or Permit of, registration, declaration or filing with, or notification to, any Governmental Entity (each, a “Governmental Authorization”), except as may be required under the Xxxx-Xxxxx-Xxxxxx Act or any state or federal securities laws or any other Governmental Authorization that may be obtained after the Closing without penalty; (iii) other than as set forth on Section 3.2(c) of the Transferor Disclosure Schedule, require any consent or approval of any counterparty to, or violate 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 Contract constitute a default (or Permit; (ivan event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of an Encumbrance any Lien upon or require the sale or give any Person the right to acquire any of the properties or assets of the Company or restrictPRA under, hinder, impair or limit the ability any of the Company terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to carry which PRA is a party, or by which it or any of its properties or assets may be bound or affected, except for such violations, conflicts, breaches or defaults which, either individually or in the aggregate, would not have a Material Adverse Effect on PRA. (c) Except for (i) the Business; or filing of applications, notices and forms with, and the obtaining of approvals from, the Insurance Regulators pursuant to the Insurance Laws, with respect to the transactions contemplated by this Agreement, (ii) the approval of the Plan of Conversion, Amended and Restated Articles, and the change of control of, and capital contribution to, PICA contemplated by this Agreement by the Director of the Division pursuant to the Illinois Insurance Code, (iii) the filing of the HSR Act Report with the Premerger Notification Agencies pursuant to the HSR Act, (iv) any consents, authorizations, orders and approvals required under the HSR Act, and (v) violate the approval of the Plan of Conversion and this Agreement by the requisite votes of the Eligible Members of PICA, no consents or conflict approvals of, or filings or registrations with any Law applicable to Governmental Authority or with any other Person are necessary in connection with the Companyexecution and delivery by PRA of this Agreement or the consummation by PRA or any PRA Subsidiary of the transactions contemplated by this Agreement.

Authority; No Violation; Consents and Approvals. (a) The Company Each of the Holdings Parties has all requisite limited liability company or limited partnership power and authority (corporate or otherwise) to enter into this Agreement and each Transaction Document to which it is a party and Agreement, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by the Company each Holdings Party of this Agreement and each Transaction Document to which the Company is a party and the consummation by it of the transactions contemplated hereby and thereby, have been duly authorized by all requisite limited liability company or limited partnership action on the part of such Holdings Party, except for (i) Unitholder Approval of this Agreement and the Company, Merger and (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware; and no other vote or approval by any holders of Partnership Interests or limited liability company interests in Holdings GP or other corporate, limited liability company, shareholder, partnership or similar proceeding on the part other organizational votes, approvals or proceedings in respect of the Company or any Affiliate thereof is Holdings Parties are necessary to consummate the transactions contemplated by this Agreement. Notwithstanding the foregoing, no representation or warranty is made concerning whether the consent of Holdings GP, to the extent reserved to Parent pursuant to Section 7.1(d) of the Amended and Restated Limited Liability Company Agreement and each Transaction Document to which of Holdings GP (the Company is a party“Holdings GP LLC Agreement”), was validly adopted by Parent. (b) This Agreement and each Transaction Document to which the Company is a party has been duly executed and delivered by the Company each Holdings Party and, assuming the due authorization, execution and delivery hereof by the other Parent Parties, constitutes a legal, valid and binding agreement of the Companysuch Holdings Party, enforceable against the Company such Holdings Party in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws 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)). (c) Neither Except for matters expressly contemplated by this Agreement and matters described in clauses (ii), (iii) or (iv) below that would not, individually or in the aggregate, have a Holdings Material Adverse Effect, neither the execution and delivery by the Company Holdings Parties of this Agreement, nor the consummation by the Company Holdings Parties of the transactions contemplated hereby or thereby nor and the performance by the Company under Holdings Parties of this Agreement or any Transaction Document to which the Company is a party will (i) violate, violate or conflict with or result in a breach of any provision of the limited liability company agreement organizational or governing documents of the CompanyHoldings Group Entities; (ii) require any consent, approval, authorization or Permit permit of, registration, declaration or filing with, or notification to, any Governmental Entity (each, a “Governmental Authorization”), except as may be required under the Xxxx-Xxxxx-Xxxxxx Act or any state or federal securities laws or any other Governmental Authorization that may be obtained after the Closing without penaltyperson; (iii) other than as set forth on Section 3.2(c) of the Transferor Disclosure Schedule, require any consent or approval of any counterparty to, or violate 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 Contract agreement or Permitinstrument to which any of the Holdings Group Entities is a party or by or to which any of their properties are bound; (iv) 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 the Company or restrict, hinder, impair or limit the ability any of the Company to carry on the BusinessHoldings Group Entities; or (v) violate or conflict in any material respect with any material Law applicable to the CompanyHoldings Group Entities. Notwithstanding the foregoing, no representation or warranty is made concerning whether the consent of Holdings GP, to the extent reserved to Parent pursuant to Section 7.1(d) of the Holdings GP LLC Agreement was validly adopted by Parent. (d) Section 3.3(d) of the Holdings Disclosure Schedule identifies all consents, approvals and authorizations of any Governmental Entity or third party that are required to be obtained by any Holdings Group Entity in connection with (1) the execution and delivery by the Holdings Parties of this Agreement or (2) the consummation by the Holdings Parties of the transactions contemplated by this Agreement, in each case except for such consents, approvals and authorizations that, if not obtained, would not, individually or in the aggregate, have a Holdings Material Adverse Effect.

Authority; No Violation; Consents and Approvals. (a) The Company PRA has all requisite full corporate power and authority (corporate or otherwise) to enter into execute and deliver this Agreement and each Transaction Document to which it is a party and to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Company of this Agreement and each Transaction Document to which the Company is a party and the consummation by it of the transactions contemplated hereby and thereby, have been duly authorized by all requisite action on the part of the Company, and no other corporate, company, shareholder, partnership or similar proceeding on the part of the Company or any Affiliate thereof is necessary to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and each Transaction Document the consummation of the transactions contemplated by this Agreement have been duly and validly approved by the Board of Directors of PRA, and no other corporate proceedings on the part of PRA (including any approval of the stockholders of PRA) are necessary to which approve this Agreement and to consummate the Company is a party. (b) transactions contemplated by this Agreement. This Agreement and each Transaction Document to which the Company is a party has been duly and validly executed and delivered by the Company and, PRA and (assuming the due authorization, execution and delivery hereof by PIC WISCONSIN and the other Parties, receipt of all Requisite Regulatory Approvals constitutes a legal, valid and binding agreement obligation of the CompanyPRA, enforceable against the Company 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 laws 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 or at law))equity. (cb) Neither the execution and delivery of this Agreement by PRA nor the Company consummation by PRA of the transactions contemplated by this Agreement, nor compliance by PRA with any of the terms or provisions of this Agreement, nor the consummation by the Company of the transactions contemplated hereby or thereby nor the performance by the Company under this Agreement or any Transaction Document to which the Company is a party will (i) violate any provision of the Certificate of Incorporation or Bylaws of PRA or (ii) assuming that all Requisite Regulatory Approvals and all of the consents and approvals referred to in Section 4.5(c) of this Agreement are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to PRA or any of its properties or assets, or (y) violate, conflict with or with, result in a breach of any provision of the limited liability company agreement of the Company; (ii) require any consent, approval, authorization or Permit of, registration, declaration or filing with, or notification to, any Governmental Entity (each, a “Governmental Authorization”), except as may be required under the Xxxx-Xxxxx-Xxxxxx Act or any state or federal securities laws or any other Governmental Authorization that may be obtained after the Closing without penalty; (iii) other than as set forth on Section 3.2(c) of the Transferor Disclosure Schedule, require any consent or approval of any counterparty to, or violate 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 Contract constitute a default (or Permit; (ivan event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of an Encumbrance any Lien upon or require the sale or give any Person the right to acquire any of the properties or assets of the Company or restrictPRA under, hinder, impair or limit the ability any of the Company terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to carry which PRA is a party, or by which it or any of its properties or assets may be bound or affected, except for such violations, conflicts, breaches or defaults which, either individually or in the aggregate, would not have a Material Adverse Effect on PRA. (c) Except for (i) the Business; or filing of applications, notices and forms with, and the obtaining of approvals from, the Insurance Regulators pursuant to the Insurance Laws, with respect to the transactions contemplated by this Agreement, (ii) the filing with the SEC of the S-4, (iii) the filing of the Articles of Merger with the OCI of Wisconsin pursuant to the Merger Statutes, (iv) the filing of the HSR Act Report with the Pre-Merger Notification Agencies pursuant to the HSR Act, (v) violate any consents, authorizations, orders and approvals required under the Securities Act, the Exchange Act, and the HSR Act, (vi) any consents, authorizations, approvals, filings or conflict exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers or investment advisers, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any SRO (including, without limitation, the NAIC, the NYSE, or the National Association of Securities Dealers ("NASD"), or which are required under the Insurance Laws and other similar laws, (vii) such filings and approvals as are required to be made or obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of the shares of PRA Common Stock pursuant to this Agreement, and (viii) the approval of this Agreement by the requisite votes of the shareholders of NEWCO and the shareholders of PIC WISCONSIN, no consents or approvals of, or filings or registrations with any Law applicable to Governmental Authority or with any other Person are necessary in connection with the Companyexecution and delivery by PRA of this Agreement or the consummation by PRA or any PRA Subsidiary (including NEWCO) of the transactions contemplated by this Agreement.

Authority; No Violation; Consents and Approvals. (a) The Company Towing has all requisite power and authority (corporate or otherwise) to enter into this Agreement and each Transaction Document to which it is a party and to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by the Company Towing of this Agreement and each Transaction Document to which the Company is a party and the consummation by it of the transactions contemplated hereby and therebyhereby, have been duly authorized by all requisite action on the part of the CompanyTowing, and no other corporate, company, shareholder, partnership or similar proceeding on the part of the Company Towing or any Affiliate thereof is necessary to consummate the transactions contemplated by this Agreement and each Transaction Document to which the Company is a partyAgreement. (b) This Agreement and each Transaction Document to which the Company is a party has been duly executed and delivered by the Company Towing and, assuming the due authorization, execution and delivery hereof by the other Parties, constitutes a legal, valid and binding agreement of the CompanyTowing, enforceable against the Company Towing 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)). (c) Neither the execution and delivery by the Company Towing of this Agreement, nor the consummation by the Company Towing of the transactions contemplated hereby or thereby nor the performance by the Company Towing under this Agreement or any Transaction Document to which the Company is a party will (ia) violate, conflict with or result in a breach of any provision of the limited liability company operating agreement or certificate of the Companyformation of Towing; (iib) require any consent, approval, authorization or Permit permit of, registration, declaration or filing with, or notification to, any Governmental Entity (each, a “Governmental Authorization”), except as may be required under the Xxxx-Xxxxx-Xxxxxx Act or other than any state or federal securities laws or any other Governmental Authorization that may be obtained after the Closing without penalty; (iiic) other than as set forth on Section 3.2(c4.2(c) of the Transferor Towing Disclosure Schedule, require any consent or approval of any counterparty to, or violate 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 Contract or Permit; (ivd) 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 the Company Towing or restrict, hinder, impair or limit the ability of the Company Purchaser to carry on the Towing Business; or (ve) violate or conflict with any Law applicable to Towing or the CompanyTowing Business.

Authority; No Violation; Consents and Approvals. (a) The Company Each of the Partnership Parties has all requisite limited liability company or limited partnership power and authority (corporate or otherwise) to enter into this Agreement and each Transaction Document to which it is a party and Agreement, to carry out its obligations hereunder and, subject to the receipt of the Unitholder Approvals and thereunder the governmental filings and other matters referred to in Section 3.3(e), to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by the Company each Partnership Party of this Agreement and each Transaction Document to which the Company is a party and the consummation by it of the transactions contemplated hereby and thereby, have been duly authorized by all requisite limited liability company or limited partnership action on the part of such Partnership Party, except for (i) the Company, Unitholder Approvals of this Agreement and the Merger and (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware; and no other vote or approval by any of (A) the Unitholders of the Partnership, (B) stockholders of Partnership Managing GP or (C) other corporate, limited liability company, shareholder, partnership or similar proceeding on the part other organizational votes, approvals or proceedings in respect of the Company or any Affiliate thereof is Partnership Parties are necessary to consummate the transactions contemplated by this Agreement and each Transaction Document to which the Company is a partyAgreement. (b) This Agreement and each Transaction Document to which the Company is a party has been duly executed and delivered by the Company each Partnership Party and, assuming the due authorization, execution and delivery hereof by the other Parent Parties, constitutes a legal, valid and binding agreement of the Companysuch Partnership Party, enforceable against the Company such Partnership Party in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws 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)). (c) Neither Partnership Managing GP has approved this Agreement and the transactions contemplated by this Agreement and directed that this Agreement and the Merger be submitted to a vote of Unitholders as required under Section 17-211 of the DRULPA. The Board of Directors, upon the unanimous recommendation of its Special Committee, at a meeting duly called and held, has, (i) determined that this Agreement and the transactions contemplated hereby are advisable, fair to and in the best interests of the Partnership and the Unitholders (excluding the Purchasing Group), (ii) approved the Merger and this Agreement and (iii) recommended that this Agreement and the Merger be approved by Unitholders (such recommendation, including the recommendation of the Special Committee, the “Recommendation”). (d) Except for matters expressly contemplated by this Agreement and matters described in clauses (ii) and (iii) below that would not, individually or in the aggregate, have a Partnership Material Adverse Effect, neither the execution and delivery by the Company Partnership Parties of this Agreement, nor the consummation by the Company Partnership Parties of the transactions contemplated hereby or thereby nor and the performance by the Company under Partnership Parties of this Agreement or any Transaction Document to which the Company is a party will (i) violatesubject to obtaining the Unitholder Approvals, violate or conflict with or result in a breach of any provision of the limited liability company agreement organizational or governing documents of the CompanyPartnership Parties or the Subsidiaries of the Partnership; (ii) require any consent, approval, authorization or Permit of, registration, declaration or filing with, or notification to, any Governmental Entity (each, a “Governmental Authorization”), except as may be required under the Xxxx-Xxxxx-Xxxxxx Act or any state or federal securities laws or any other Governmental Authorization that may be obtained after the Closing without penalty; (iii) other than as set forth on Section 3.2(c) of the Transferor Disclosure Schedule, require any consent or approval of any counterparty to, or violate 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 Contract which any of the Partnership Parties or Permittheir respective Subsidiaries is a party or by or to which any of their properties are bound; (iviii) 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 the Company or restrict, hinder, impair or limit the ability any of the Company to carry on Partnership Parties or the BusinessSubsidiaries of the Partnership; or (viv) subject to obtaining the Unitholder Approvals and the governmental filings and other matters referred to in Section 3.3(e), violate or conflict in any material respect with any material Law applicable to the CompanyPartnership Parties or their respective Subsidiaries. (e) No consent, approval, order or authorization of, action by or in respect of, or registration, declaration, notice to or filing with, any Governmental Entity is required by or with respect to the Partnership Parties or the Subsidiaries of the Partnership in connection with the execution and delivery of this Agreement by the Partnership Parties or the consummation of the Merger or the other transactions contemplated by this Agreement, except for (i) the filing with the Securities and Exchange Commission (the “SEC”) of (A) a proxy statement relating to the adoption by the Unitholders of this Agreement (as amended or supplemented from time to time, the “Proxy Statement”) and a transaction statement on Schedule 13E-3 (as amended or supplemented from time to time, the “Schedule 13E-3”), and (B) such reports under the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”), as may be required in connection with this Agreement and the Merger and the other transactions contemplated by this Agreement, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Partnership or any of its Subsidiaries is qualified to do business, (iii) any filings with and approvals of the NYSE MKT and (iv) such other consents, approvals, orders, authorizations, actions, registrations, declarations, notices and filings the failure of which to be obtained or made, individually or in the aggregate, would not (A) reasonably be expected to have a Partnership Material Adverse Effect or (B) prevent or materially impede, interfere with, hinder or delay the consummation of the transactions contemplated by this Agreement.

Authority; No Violation; Consents and Approvals. (a) The Company Such IEP Party has all requisite power and authority (corporate or otherwise) to enter into this Agreement and each Transaction Document to which it is and, if a party thereto, the Transaction Documents, and to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Company such IEP Party of this Agreement and each the Transaction Document Documents to which the Company it is a party party, and the consummation by it of the transactions contemplated hereby and thereby, have been duly authorized by all requisite action on the part of the Companysuch IEP Party, and no other corporate, company, shareholder, partnership or similar proceeding on the part of the Company such IEP Party or any Affiliate thereof is necessary to consummate the transactions contemplated by this Agreement and each the Transaction Document to which the Company is a partyDocuments. (b) This Agreement and each Transaction Document to which the Company is a party has been duly executed and delivered by the Company such IEP Party and, assuming the due authorization, execution and delivery hereof by the other Parties, constitutes a legal, valid and binding agreement of the Companysuch IEP Party, enforceable against such IEP 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)). Upon Closing, each of the Company Transaction Documents to which such IEP Party is a party will be duly executed and delivered by such IEP Party and, assuming the due authorization, execution and delivery thereof by the other parties thereto, will constitute a legal, valid and binding agreement of such IEP Party, enforceable against such IEP 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)). (c) Neither the execution and delivery by the Company such IEP Party of each of this AgreementAgreement or the Transaction Documents to which it is a party, nor the consummation by the Company such IEP Party of the transactions contemplated hereby or thereby thereby, nor the performance by the Company such IEP Party under this Agreement or any Transaction Document to which the Company is a party will (ia) violate, conflict with or result in a breach of any provision of the limited liability company agreement Governing Documents of the Companysuch IEP Party; (iib) require any consent, approval, authorization or Permit of, registration, declaration or filing with, or notification to, any Governmental Entity (each, a “Governmental Authorization”), except as may be required under the Xxxx-Xxxxx-Xxxxxx Act or other than any state or federal securities laws or any other Governmental Authorization that (i) may be obtained after the Closing without penaltypenalty or (ii) the failure of which to obtain is not reasonably expected to have a material impact on the IEP Contribution; (iiic) other than as set forth on Section 3.2(c) of the Transferor Disclosure Schedule, require any consent or approval of any counterparty to, or violate 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 Contract agreement, instrument, license, franchise or Permitother obligation to which such IEP Party is a party or by or to which any of its properties are bound; (ivd) 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 the Company such IEP Party, or restrict, hinder, impair or limit the ability of the Company such IEP Party to carry on its businesses as and where its is being carried on prior to the Businessexecution of this Agreement; or (ve) violate or conflict with any Law applicable to the Companysuch IEP Party.

Authority; No Violation; Consents and Approvals. (a) The Company has all requisite full limited liability company power and authority (corporate or otherwise) to enter into execute and deliver this Agreement and each Transaction Document to which it is a party and to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Company of this Agreement and each Transaction Document to which the Company is a party and the consummation by it of the transactions contemplated hereby and thereby, have been duly authorized by all requisite action on the part of the Company, and no other corporate, company, shareholder, partnership or similar proceeding on the part of the Company or any Affiliate thereof is necessary to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and each Transaction Document to which the consummation of the transactions contemplated by this Agreement have been duly and validly approved by all of the Members of the Company. No other corporate proceedings on the part of the Company is a party. (b) are necessary to approve this Agreement and to consummate the transactions contemplated by this Agreement. This Agreement and each Transaction Document to which the Company is a party has been duly and validly executed and delivered by the Company and, and (assuming the due authorization, execution and delivery hereof by Western and the other Parties, receipt of all Requisite Regulatory Approvals) constitutes a legal, valid and binding agreement obligation of the Company, enforceable against the Company 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 laws 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 or at law))equity. (cb) Neither the execution and delivery of this Agreement by the Company of this Agreement, nor the consummation by the Company of the transactions contemplated hereby or thereby by this Agreement, nor the performance compliance by the Company under with any of the terms or provisions of this Agreement or any Transaction Document to which the Company is a party Agreement, will (i) violate any provision of the Certificate of Formation or the LLC Agreement of the Company, (ii) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or any of its properties or assets, or (iii) violate, conflict with or with, result in a breach of any provision of the limited liability company agreement of the Company; (ii) require any consent, approval, authorization or Permit of, registration, declaration or filing with, or notification to, any Governmental Entity (each, a “Governmental Authorization”), except as may be required under the Xxxx-Xxxxx-Xxxxxx Act or any state or federal securities laws or any other Governmental Authorization that may be obtained after the Closing without penalty; (iii) other than as set forth on Section 3.2(c) of the Transferor Disclosure Schedule, require any consent or approval of any counterparty to, or violate 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 Contract constitute a default (or Permit; (ivan event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of an Encumbrance any Lien upon or require the sale or give any Person the right to acquire any of the properties or assets of the Company under, any of the terms, conditions or restrictprovisions of any note, hinderbond, impair mortgage, indenture, deed of trust, license, lease, agreement or limit other instrument or obligation to which the ability Company is a party, or by which it or any of its properties or assets may be bound or affected. (c) No consents or approvals of or filings or registrations with any Governmental Authority or with any other Person are necessary in connection with the execution and delivery by the Company and the Members of this Agreement or the consummation by the Company and the Members of the transactions contemplated by this Agreement. (d) No Member of the Company to carry on shall have any pre-emptive rights under applicable law with respect to, or as a result of, the Business; or (v) violate or conflict with any Law applicable to the Companytransactions contemplated by this Agreement.

Authority; No Violation; Consents and Approvals. (a) The Company Each of the Parent Parties has all requisite limited liability company, limited partnership or corporate power and authority (corporate or otherwise) to enter into this Agreement and each Transaction Document to which it is a party and to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by the Company each Parent Party of this Agreement and each Transaction Document to which the Company is a party and the consummation by it of the transactions contemplated hereby and thereby, have been duly authorized by all requisite limited liability company, limited partnership or corporate action on the part of the Companysuch Parent Party, and no other corporate, limited liability company, shareholder, limited partnership or similar proceeding corporate proceedings on the part of the Company or any Affiliate thereof is a Parent Party are necessary to consummate the transactions contemplated by this Agreement and each Transaction Document to which the Company is a partyAgreement. (b) This Agreement and each Transaction Document to which the Company is a party has been duly executed and delivered by the Company each Parent Party and, assuming the due authorization, execution and delivery hereof by the other Partnership Parties, constitutes a legal, valid and binding agreement of the Companysuch Parent Party, enforceable against the Company such Parent Party in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws laws relating to or affecting creditors’ rights generally and by general principles of equity (equity, regardless of whether such enforceability is considered in a proceeding in equity or at law)). (c) Neither Except for matters expressly contemplated by this Agreement and matters described in clauses (ii) and (iii) below that would not, individually or in the aggregate, have a Parent Material Adverse Effect, neither the execution and delivery by the Company Parent Parties of this Agreement, nor the consummation by the Company Parent Parties of the transactions contemplated hereby or thereby nor and the performance by the Company under Parent Parties of this Agreement or any Transaction Document to which the Company is a party will (i) violate, violate or conflict with or result in a breach of any provision of the limited liability company agreement organizational or governing documents of the CompanyParent Parties; (ii) require any consent, approval, authorization or Permit of, registration, declaration or filing with, or notification to, any Governmental Entity (each, a “Governmental Authorization”), except as may be required under the Xxxx-Xxxxx-Xxxxxx Act or any state or federal securities laws or any other Governmental Authorization that may be obtained after the Closing without penalty; (iii) other than as set forth on Section 3.2(c) of the Transferor Disclosure Schedule, require any consent or approval of any counterparty to, or violate 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 Contract to which any of the Parent Parties is a party or Permitby or to which any of their properties are bound; (iviii) 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 the Company or restrict, hinder, impair or limit the ability any of the Company to carry on the BusinessParent Parties; or (viv) violate or conflict in any material respect with any material Law applicable to the CompanyParent Parties. (d) No consent, approval, order or authorization of, action by or in respect of, or registration, declaration, notice to or filing with, any Governmental Entity is required by or with respect to the Parent Parties in connection with the execution and delivery of this Agreement by the Parent Parties or the consummation of the Merger or the other transactions contemplated by this Agreement, except for (i) the filing with the SEC of (A) the Proxy Statement and the Schedule 13E-3, and (B) such reports under the Exchange Act as may be required in connection with this Agreement and the Merger and the other transactions contemplated by this Agreement, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Partnership or any of its subsidiaries is qualified to do business, (iii) any filings with and approvals of the NYSE MKT and (iv) such other consents, approvals, orders, authorizations, actions, registrations, declarations, notices and filings the failure of which to be obtained or made, individually or in the aggregate, would not (A) reasonably be expected to have a Parent Material Adverse Effect or (B) prevent or materially impede, interfere with, hinder or delay the consummation of the transactions contemplated by this Agreement.

Authority; No Violation; Consents and Approvals. (a) The Company Each NGL Group Entity has all requisite power and authority (corporate or otherwise) to enter into this Agreement and each Transaction Document to which it such NGL Group Entity is a party and to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Company each NGL Group Entity of this Agreement and each Transaction Document to which the Company any such NGL Group Entity is a party and the consummation by it of the transactions contemplated hereby and thereby, have been duly authorized by all requisite action on the part of the Companysuch NGL Group Entity, and no other corporate, company, shareholder, partnership or similar proceeding on the part of the Company such NGL Group Entity or any Affiliate thereof is necessary to consummate the transactions contemplated by this Agreement and each Transaction Document to which the Company such NGL Group Entity is a party. (b) This Agreement and each Transaction Document to which the Company any NGL Group Entity is a party has have been duly executed and delivered by the Company each NGL Group Entity and, assuming the due authorization, execution and delivery hereof and thereof by the other Parties, constitutes a constitute legal, valid and binding agreement agreements of the Companyeach NGL Group Entity, enforceable against the Company such NGL Group Entity 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)). (c) Neither the execution and delivery by the Company each NGL Group Entity of this AgreementAgreement and each Transaction Document to which such NGL Group Entity is a party, nor the consummation by the Company each NGL Group Entity of the transactions contemplated hereby or thereby thereby, nor the performance by the Company each NGL Group Entity under this Agreement or any and each Transaction Document to which the Company such NGL Group Entity is a party will will (ia) violate, conflict with or result in a breach of any provision of the its partnership agreement, limited liability company agreement agreement, certificate of the Companyincorporation and by-laws, as applicable; (iib) require any consent, approval, authorization or Permit of, registration, declaration or filing with, or notification to, any Governmental Entity (each, a “Governmental Authorization”), except as may be required under the Xxxx-Xxxxx-Xxxxxx Act or other than any state or federal securities laws or any other Governmental Authorization that may be obtained after the Closing without penalty; (iiic) other than as set forth on Section 3.2(c) of the Transferor Disclosure Schedule, require any consent or approval of any counterparty to, or violate 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 Contract agreement, instrument, license, franchise or Permitother obligation to which such NGL Group Entity is a party or by or to which any of its properties are bound; (ivd) 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 the Company such NGL Group Entity, or restrict, hinder, impair or limit the ability of the Company such NGL Group Entity to carry on its businesses as and where it is being carried on prior to the Businessexecution of this Agreement; or (ve) violate or conflict with any Law applicable to the Companysuch NGL Group Entity.

Authority; No Violation; Consents and Approvals. (a) The Company PRA has all requisite full corporate power and authority (corporate or otherwise) to enter into execute and deliver this Agreement and each Transaction Document to which it is a party and to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Company of this Agreement and each Transaction Document to which the Company is a party and the consummation by it of the transactions contemplated hereby and thereby, have been duly authorized by all requisite action on the part of the Company, and no other corporate, company, shareholder, partnership or similar proceeding on the part of the Company or any Affiliate thereof is necessary to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and each Transaction Document the consummation of the transactions contemplated by this Agreement have been duly and validly approved by the Board of Directors of PRA, and no other corporate proceedings on the part of PRA are necessary to which approve this Agreement and to consummate the Company is a party. (b) transactions contemplated by this Agreement. This Agreement and each Transaction Document to which the Company is a party has been duly and validly executed and delivered by the Company and, PRA and (assuming the due authorization, execution and delivery hereof by NEWCO and NCRIC and the other Parties, receipt of all Requisite Regulatory Approvals constitutes a legal, valid and binding agreement obligation of the CompanyPRA, enforceable against the Company 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 laws 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 or at law))equity. (cb) Neither the execution and delivery of this Agreement by PRA nor the Company consummation by PRA of the transactions contemplated by this Agreement, nor compliance by PRA with any of the terms or provisions of this Agreement, nor the consummation by the Company of the transactions contemplated hereby or thereby nor the performance by the Company under this Agreement or any Transaction Document to which the Company is a party will (i) violate any provision of the Certificate of Incorporation or Bylaws of PRA or (ii) assuming that all Requisite Regulatory Approvals and all of the consents and approvals referred to in Section 4.5(c) of this Agreement are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to PRA or any of its properties or assets, or (y) violate, conflict with or with, result in a breach of any provision of the limited liability company agreement of the Company; (ii) require any consent, approval, authorization or Permit of, registration, declaration or filing with, or notification to, any Governmental Entity (each, a “Governmental Authorization”), except as may be required under the Xxxx-Xxxxx-Xxxxxx Act or any state or federal securities laws or any other Governmental Authorization that may be obtained after the Closing without penalty; (iii) other than as set forth on Section 3.2(c) of the Transferor Disclosure Schedule, require any consent or approval of any counterparty to, or violate 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 Contract constitute a default (or Permit; (ivan event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of an Encumbrance any Lien upon or require the sale or give any Person the right to acquire any of the properties or assets of the Company or restrictPRA under, hinder, impair or limit the ability any of the Company terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to carry which PRA is a party, or by which it or any of its properties or assets may be bound or affected, except (in the case of clause (y) above) for such violations, conflicts, breaches or defaults which, either individually or in the aggregate, would not have a Material Adverse Effect on PRA. (c) Except for (i) the Business; or filing of applications, notices and forms with, and the obtaining of approvals from, the Insurance Regulators pursuant to the Insurance Laws, with respect to the transactions contemplated by this Agreement, (ii) the filing with the SEC of the Proxy Statement and the S-4, (iii) the filing of the Certificate of Merger with the Delaware Secretary of State pursuant to the DGCL, (iv) the filing of the HSR Act Report with the Pre-Merger Notification Agencies pursuant to the HSR Act, (v) violate any consents, authorizations, orders and approvals required under the Securities Act, the Exchange Act, and the HSR Act, (vi) any consents, authorizations, approvals, filings or conflict exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers or investment advisers, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any SRO (including, without limitation, the NAIC, the New York Stock Exchange, the NASD and the Nasdaq National Market, or which are required under the Insurance Laws and other similar laws, (vii) such filings and approvals as are required to be made or obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of the shares of PRA Common Stock pursuant to this Agreement, and (viii) the approval of this Agreement by the requisite votes of the stockholders of NEWCO and the stockholders of NCRIC, no consents or approvals of, or filings or registrations with any Law Governmental Authority or with any other Person are necessary in connection with the execution and delivery by PRA of this Agreement or the consummation by PRA or any PRA Subsidiary of the transactions contemplated by this Agreement. (d) NEWCO 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 this Agreement and the consummation of the transactions contemplated by this Agreement have been duly and validly approved by the Board of Directors of NEWCO. The Board of Directors of NEWCO has directed that this Agreement and the transactions contemplated by this Agreement be submitted to the sole stockholder of NEWCO. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly and validly approved by PRA, acting through its Board of Directors, as the sole stockholder of NEWCO, and no further corporate proceedings on the part of NEWCO are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by NEWCO and (assuming due authorization, execution and delivery by PRA and NCRIC and the receipt of all Requisite Regulatory Approvals) constitutes a valid and binding obligation of NEWCO, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally, and subject, as to enforceability, to general principles of equity. (e) Neither the execution and delivery of this Agreement by NEWCO nor the consummation by NEWCO of the transactions contemplated by this Agreement, nor compliance by NEWCO with any of the terms or provisions of this Agreement, will (i) violate any provision of the Certificate of Incorporation or Bylaws of NEWCO or (ii) assuming that all Requisite Regulatory Approvals and all of the consents and approvals referred to in Section 4.5(c) of this Agreement are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to NEWCO or any of its properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the Companyloss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of NEWCO under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which NEWCO is a party, or by which it or any of its properties or assets may be bound or affected, except (in the case of clause (y) above) for such violations, conflicts, breaches or defaults which, either individually or in the aggregate, will not have or be reasonably likely to have a Material Adverse Effect on NEWCO.

Authority; No Violation; Consents and Approvals. (a) The Company Each of the Partnership Parties has all requisite limited liability company or limited partnership power and authority (corporate or otherwise) to enter into this Agreement and each Transaction Document to which it is a party and Agreement, to carry out its obligations hereunder and, subject to the receipt of the Unitholder Approval and thereunder the governmental filings and other matters referred to in Section 3.3(e), to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by the Company each Partnership Party of this Agreement and each Transaction Document to which the Company is a party and the consummation by it of the transactions contemplated hereby and thereby, have been duly authorized by all requisite limited liability company or limited partnership action on the part of such Partnership Party, except for (i) the Company, Unitholder Approval of this Agreement and the Merger and (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware; and no other vote or approval by any of (A) the Unitholders of the Partnership, (B) stockholders of Partnership Managing GP or (C) other corporate, limited liability company, shareholder, partnership or similar proceeding on the part other organizational votes, approvals or proceedings in respect of the Company or any Affiliate thereof is Partnership Parties are necessary to consummate the transactions contemplated by this Agreement and each Transaction Document to which the Company is a partyAgreement. (b) This Agreement and each Transaction Document to which the Company is a party has been duly executed and delivered by the Company each Partnership Party and, assuming the due authorization, execution and delivery hereof by the other Parent Parties, constitutes a legal, valid and binding agreement of the Companysuch Partnership Party, enforceable against the Company such Partnership Party in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws 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)). (c) Neither Partnership Managing GP has approved this Agreement and the transactions contemplated by this Agreement and directed that this Agreement and the Merger be submitted to a vote or written consent of Unitholders as required under Section 17-211 of the DRULPA. The Board of Directors, pursuant to the Settlement Agreement, at a meeting duly called and held, has, approved the Merger and this Agreement. (d) Except for matters expressly contemplated by this Agreement and matters described in clauses (ii) and (iii) below that would not, individually or in the aggregate, have a Partnership Material Adverse Effect, neither the execution and delivery by the Company Partnership Parties of this Agreement, nor the consummation by the Company Partnership Parties of the transactions contemplated hereby or thereby nor and the performance by the Company under Partnership Parties of this Agreement or any Transaction Document to which the Company is a party will (i) violatesubject to obtaining the Unitholder Approval, violate or conflict with or result in a breach of any provision of the limited liability company agreement organizational or governing documents of the CompanyPartnership Parties or the Subsidiaries of the Partnership; (ii) require any consent, approval, authorization or Permit of, registration, declaration or filing with, or notification to, any Governmental Entity (each, a “Governmental Authorization”), except as may be required under the Xxxx-Xxxxx-Xxxxxx Act or any state or federal securities laws or any other Governmental Authorization that may be obtained after the Closing without penalty; (iii) other than as set forth on Section 3.2(c) of the Transferor Disclosure Schedule, require any consent or approval of any counterparty to, or violate 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 Contract which any of the Partnership Parties or Permittheir respective Subsidiaries is a party or by or to which any of their properties are bound; (iviii) 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 the Company or restrict, hinder, impair or limit the ability any of the Company to carry on Partnership Parties or the BusinessSubsidiaries of the Partnership; or (viv) subject to obtaining the Unitholder Approval and the governmental filings and other matters referred to in Section 3.3(e), violate or conflict in any material respect with any material Law applicable to the CompanyPartnership Parties or their respective Subsidiaries. (e) No consent, approval, order or authorization of, action by or in respect of, or registration, declaration, notice to or filing with, any Governmental Entity is required by or with respect to the Partnership Parties or the Subsidiaries of the Partnership in connection with the execution and delivery of this Agreement by the Partnership Parties or the consummation of the Merger or the other transactions contemplated by this Agreement, except for (i) the filing with the Securities and Exchange Commission (the “SEC”) of (A) an information statement relating to the adoption by the Unitholders of this Agreement (as amended or supplemented from time to time, the “Information] Statement”) and a transaction statement on Schedule 13E-3 (as amended or supplemented from time to time, the “Schedule 13E-3”), and (B) such reports under the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”), as may be required in connection with this Agreement and the Merger and the other transactions contemplated by this Agreement, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Partnership or any of its Subsidiaries is qualified to do business, (iii) any filings with and approvals of the NYSE MKT, (iv) approval of the Settlement Agreement by the Court and (v) such other consents, approvals, orders, authorizations, actions, registrations, declarations, notices and filings the failure of which to be obtained or made, individually or in the aggregate, would not (A) reasonably be expected to have a Partnership Material Adverse Effect or (B) prevent or materially impede, interfere with, hinder or delay the consummation of the transactions contemplated by this Agreement.

Authority; No Violation; Consents and Approvals. (a) The Company has HSE and the HSE General Partner, subject to the Unitholder Approvals, have all requisite power and authority (corporate or otherwise) to enter into this Agreement and each Transaction Document to which it is a party and to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by HSE and the Company HSE General Partner of this Agreement and each Transaction Document to which the Company is a party and the consummation by it of the transactions contemplated hereby and therebyhereby, have been duly authorized by all requisite action on the part of HSE and the CompanyHSE General Partner, and no other corporate, company, shareholder, partnership or similar proceeding on the part of HSE, the Company HSE General Partner or any Affiliate thereof is necessary to consummate the transactions contemplated by this Agreement and each Transaction Document Agreement, except the Unitholder Approvals. Upon receipt of the consent to which the Company is a partytransactions contemplated hereunder by the Significant HSE Unitholders (as hereafter defined), no further consents of the HSE Unitholders are required for consummation of the transactions contemplated hereunder. (b) This Agreement and each Transaction Document to which the Company is a party has been duly executed and delivered by HSE and the Company HSE General Partner and, assuming the due authorization, execution and delivery hereof by the other Parties, constitutes a legal, valid and binding agreement of HSE and the CompanyHSE General Partner, enforceable against HSE and the Company HSE General Partner 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)). (c) Neither the execution and delivery by HSE or the Company HSE General Partner of this Agreement, nor the consummation by HSE or the Company HSE General Partner of the transactions contemplated hereby or thereby nor the performance by HSE or the Company HSE General Partner under this Agreement or any Transaction Document to which the Company is a party will (ia) violate, conflict with or result in a breach of any provision of the limited liability company agreement of HSE LP Agreement or the CompanyHSE General Partner LLC Agreement, respectively; (iib) require any consent, approval, authorization or Permit permit of, registration, declaration or filing with, or notification to, any Governmental Entity Authority (each, a “Governmental Authorization”), except other than any notices or filings pursuant to applicable Antitrust Laws as contemplated by Section 5.2 of this Agreement, the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, any such filings and approvals that may be required to be made or obtained under the Xxxx-Xxxxx-Xxxxxx Act securities or “Blue Sky” laws of various states in connection with the issuance of the NGL Common Units pursuant to this Agreement, or any state or federal securities laws or any other Governmental Authorization that may be obtained after the Closing without penalty; (iiic) other than as set forth on Section 3.2(c) of the Transferor HSE Disclosure Schedule, require any consent or approval of any counterparty to, or violate 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 Contract or PermitPermit (as defined in Section 3.6(b) below); (ivd) 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 the Company HSE or restrict, hinder, impair or limit the ability of the Company HSE to carry on the Business; or (ve) violate or conflict with any Law applicable to the CompanyHSE.

Authority; No Violation; Consents and Approvals. (a) The Company Each NGL Group Entity has all requisite power and authority (corporate or otherwise) to enter into this Agreement and each Transaction Document to which it is a party and to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by the Company each NGL Group Entity of this Agreement and each Transaction Document to which the Company is a party and the consummation by it of the transactions contemplated hereby and therebyhereby, have been duly authorized by all requisite action on the part of the Companysuch NGL Group Entity, and no other corporate, company, shareholder, partnership or similar proceeding on the part of the Company such NGL Group Entity or any Affiliate thereof is necessary to consummate the transactions contemplated by this Agreement and each Transaction Document to which the Company is a partyother than NGL GP Member Approval. (b) This Agreement and each Transaction Document to which the Company is a party has been duly executed and delivered by the Company each NGL Group Entity and, assuming the due authorization, execution and delivery hereof by the other Parties, constitutes a legal, valid and binding agreement of the Companysuch NGL Group Entity, enforceable against the Company such NGL Group Entity 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)). (c) Neither None of the execution and delivery by the Company each NGL Group Entity of this Agreement, nor or the consummation by the Company each NGL Group Entity of the transactions contemplated hereby hereby, or thereby nor the performance by the Company each NGL Group Entity under this Agreement or any Transaction Document to which the Company is a party will (ia) violate, conflict with or result in a breach of any provision of the partnership agreement, limited liability company agreement agreement, certificate of incorporation and by-laws, as applicable; (b) other than as set forth on Section 4.2(c) of the Company; (ii) NGL Disclosure Schedule, require any consent, approval, authorization or Permit of, registration, declaration or filing with, or notification to, any Governmental Entity (each, a “Governmental Authorization”), except as may be required under the Xxxx-Xxxxx-Xxxxxx Act or other than any state or federal securities laws or any other Governmental Authorization that may be obtained after the Closing without material penalty; (iiic) other than as set forth on Section 3.2(c4.2(c) of the Transferor NGL Disclosure Schedule, require any consent or approval of any counterparty to, or violate 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 Permit or Contract or Permitto which any of the NGL Group Entities are a party to; (ivd) result in the creation of an Encumbrance (other than a Permitted Exception) upon or require the sale or give any Person the right to acquire any of the assets of the Company such NGL Group Entity, or restrict, hinder, impair or limit the ability of the Company such NGL Group Entity to carry on its businesses as and where it is being carried on prior to the Businessexecution of this Agreement; or (ve) violate or conflict with any Law applicable to the Companysuch NGL Group Entity.

Authority; No Violation; Consents and Approvals. (a) The Each Company has all requisite power and authority (corporate or otherwise) to enter into this Agreement and each Transaction Document to which it is a party and to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the each Company of this Agreement and each Transaction Document to which the such Company is a party and the consummation by it of the transactions contemplated hereby and thereby, have been duly authorized by all requisite action on the part of the such Company, and no other corporate, company, shareholder, partnership or similar proceeding on the part of the such Company or any Affiliate thereof is necessary to consummate the transactions contemplated by this Agreement and each Transaction Document to which the such Company is a party. (b) This Agreement and each Transaction Document to which the any Company is a party has been duly executed and delivered by the such Company and, assuming the due authorization, execution and delivery hereof by the other Parties, constitutes a legal, valid and binding agreement of the such Company, enforceable against the such 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 of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)). (c) Neither the execution and delivery by the each Company of this Agreement, nor the consummation by the each Company of the transactions contemplated hereby or thereby nor the performance by the each Company under this Agreement or any Transaction Document to which the such Company is a party will (i) violate, conflict with or result in a breach of any provision of the limited liability company agreement of the such Company; (ii) require any consent, approval, authorization or Permit of, registration, declaration or filing with, or notification to, any Governmental Entity (each, a “Governmental Authorization”), except as may be required under the Xxxx-Xxxxx-Xxxxxx Act or any state or federal securities laws or any other Governmental Authorization that may be obtained after the Closing without penalty; (iii) other than as set forth on Section 3.2(c) of the Transferor Disclosure Schedule, require any consent or approval of any counterparty to, or violate 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 Contract or Permit; (iv) 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 the any Company or restrict, hinder, impair or limit the ability of the any Company to carry on the Business; or (v) violate or conflict with any Law applicable to the any Company.

Authority; No Violation; Consents and Approvals. (a) The Company Each Purchaser has all requisite power and authority (corporate or otherwise) to enter into this Agreement and each Transaction Document to which it is a party and to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by the Company each Purchaser of this Agreement and each Transaction Document to which the Company is a party and the consummation by it of the transactions contemplated hereby and therebyhereby, have been duly authorized by all requisite action on the part of the Companysuch Purchaser, and no other corporate, company, shareholder, partnership or similar proceeding on the part of the Company such Purchaser or any Affiliate thereof is necessary to consummate the transactions contemplated by this Agreement and each Transaction Document to which the Company is a partyAgreement. (b) This Agreement and each Transaction Document to which the Company is a party has been duly executed and delivered by the Company each Purchaser and, assuming the due authorization, execution and delivery hereof by the other Parties, constitutes a legal, valid and binding agreement of the Companysuch Purchaser, enforceable against the Company such Purchaser 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)). (c) Neither the execution and delivery by the Company each Purchaser of this Agreement, nor the consummation by the Company each Purchaser of the transactions contemplated hereby or thereby hereby, nor the performance by the Company each Purchaser under this Agreement or any Transaction Document to which the Company is a party will (ia) violate, conflict with or result in a breach of any provision of the partnership agreement, limited liability company agreement agreement, certificate of the Companyincorporation and by-laws, as applicable; (iib) require any consent, approval, authorization or Permit of, registration, declaration or filing with, or notification to, any Governmental Entity (each, a “Governmental Authorization”), except as may be required under the Xxxx-Xxxxx-Xxxxxx Act or other than any state or federal securities laws or any other Governmental Authorization that may be obtained after the Closing without penalty; (iiic) other than as set forth on Section 3.2(c) of the Transferor Disclosure Schedule, require any consent or approval of any counterparty to, or violate 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 Contract agreement, instrument, license, franchise or Permitother obligation to which such Purchaser is a party or by or to which any of its properties are bound; (ivd) 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 the Company such Purchaser, or restrict, hinder, impair or limit the ability of the Company such Purchaser to carry on its businesses as and where its is being carried on prior to the Businessexecution of this Agreement; or (ve) violate or conflict with any Law applicable to the Companysuch Purchaser.