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

Authority; No Violation; Consents and Approvals. (a) HSE General Partner has all requisite power and authority (corporate or otherwise) to enter into this Agreement and to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by HSE General Partner of this Agreement and the consummation of the transactions contemplated hereby, have been duly authorized by all requisite action on the part of HSE General Partner, and no other corporate, company, shareholder, partnership or similar proceeding on the part of HSE General Partner or any Affiliate thereof is necessary to consummate the transactions contemplated by this Agreement. (b) This Agreement has been duly executed and delivered by the 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 HSE General Partner, enforceable against the 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 HSE General Partner of this Agreement, nor the consummation by the HSE General Partner of the transactions contemplated hereby nor the performance by the HSE General Partner under this Agreement will (a) violate, conflict with or result in a breach of any provision of the HSE General Partner LLC Agreement; (b) require any consent, approval, authorization or permit of, registration, declaration or filing with, or notification to, any Governmental Authority (each, a “Governmental Authorization”), 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 securities or “Blue Sky” laws of various states in connection with the issuance of the NGL LLC Units pursuant to this Agreement, or any Governmental Authorization that may be obtained after the Closing without penalty; (c) other than as set forth on Section 3.2(c) of the 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 Permit (as defined in Section 3.6(b) below); (d) result in the creation of an Encumbrance upon or require the sale or give any Person the right to acquire any of the assets of HSE General Partner or restrict, hinder, impair or limit the ability of HSE General Partner to carry on the Business; or (e) violate or conflict with any Law applicable to HSE.

Authority; No Violation; Consents and Approvals. (a) HSE General Partner 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 Agreement, to carry out its obligations hereunder and, subject to the receipt of the Unitholder Approvals and the governmental filings and other matters referred to in Section 3.3(e), to consummate the transactions contemplated hereby. The execution, delivery and performance by HSE General Partner each Partnership Party of this Agreement and the consummation of the transactions contemplated hereby, hereby have been duly authorized by all requisite limited liability company or limited partnership action on the part of HSE General Partnersuch Partnership Party, except for (i) the 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 other organizational votes, approvals or proceedings in respect of the part of HSE General Partner or any Affiliate thereof is Partnership Parties are necessary to consummate the transactions contemplated by this Agreement. (b) This Agreement has been duly executed and delivered by the HSE General Partner 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 HSE General Partnersuch Partnership Party, enforceable against the HSE General Partner 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 HSE General Partner Partnership Parties of this Agreement, nor the consummation by the HSE General Partner Partnership Parties of the transactions contemplated hereby nor and the performance by the HSE General Partner under Partnership Parties of this Agreement will (ai) violatesubject to obtaining the Unitholder Approvals, violate or conflict with or result in a breach of any provision of the HSE General Partner LLC Agreementorganizational or governing documents of the Partnership Parties or the Subsidiaries of the Partnership; (bii) require any consent, approval, authorization or permit of, registration, declaration or filing with, or notification to, any Governmental Authority (each, a “Governmental Authorization”), 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 securities or “Blue Sky” laws of various states in connection with the issuance of the NGL LLC Units pursuant to this Agreement, or any Governmental Authorization that may be obtained after the Closing without penalty; (c) other than as set forth on Section 3.2(c) of the 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, under any Contract which any of the Partnership Parties or Permit (as defined in Section 3.6(b) below)their respective Subsidiaries is a party or by or to which any of their properties are bound; (diii) 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 HSE General Partner any of the Partnership Parties or restrict, hinder, impair or limit the ability Subsidiaries of HSE General Partner to carry on the BusinessPartnership; or (eiv) 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 HSEthe Partnership 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) HSE General Partner Holdings and Merger Sub has all requisite power and authority (corporate or otherwise) to enter into this Agreement and to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by HSE General Partner Holdings and Merger Sub of this Agreement and the consummation of the transactions contemplated hereby, have been duly authorized by all requisite action on the part of HSE General PartnerHoldings and Merger Sub, and no other corporate, company, shareholder, partnership or similar proceeding on the part of HSE General Partner Holdings and Merger Sub or any Affiliate thereof is necessary to consummate the transactions contemplated by this AgreementAgreement other than NGL GP Member Approval. (b) This Agreement has been duly executed and delivered by the HSE General Partner Holdings and Merger Sub and, assuming the due authorization, execution and delivery hereof by the other Parties, constitutes a legal, valid and binding agreement of the HSE General PartnerHoldings and Merger Sub, enforceable against the HSE General Partner Holdings and Merger Sub 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 HSE General Partner Holdings and Merger Sub of this Agreement, nor or the consummation by the HSE General Partner Holdings and Merger Sub of the transactions contemplated hereby nor hereby, or the performance by the HSE General Partner Holdings and Merger Sub under this Agreement will (a) violate, conflict with or result in a breach of any provision of the HSE General Partner LLC Agreementpartnership agreement, limited liability company agreement, certificate of incorporation and by-laws, as applicable; (b) other than as set forth on Section 4.2(c) of the NGL Disclosure Schedule, require any consent, approval, authorization or permit of, registration, declaration or filing with, or notification to, any Governmental Authority (each, a “Governmental Authorization”), 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 securities or “Blue Sky” laws of various states in connection with the issuance of the NGL LLC Units pursuant to this Agreement, or any Governmental Authorization that may be obtained after the Closing without material penalty; (c) other than as set forth on Section 3.2(c4.2(c) of the HSE 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 Permit (as defined in Section 3.6(b) below)to which any of the NGL Group Entities are a party to; (d) 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 HSE General Partner any NGL Group Entity, or restrict, hinder, impair or limit the ability of HSE General Partner any NGL Group Entity to carry on its businesses as and where it is being carried on prior to the Businessexecution of this Agreement; or (e) violate or conflict with any Law applicable to HSEany NGL Group Entity.

Authority; No Violation; Consents and Approvals. (a) HSE General Partner Each of the Parent Parties has all requisite limited liability company power and authority (corporate or otherwise) to enter into this Agreement and to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by HSE General Partner each Parent Party of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite limited liability company action on the part of such Parent Party, and no other limited liability company proceedings on the part of 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 the consummation of the transactions contemplated hereby, have been duly authorized by all requisite action on the part of HSE General Partner, and no other corporate, company, shareholder, partnership or similar proceeding on the part of HSE General Partner or any Affiliate thereof is necessary to consummate the transactions contemplated by this Agreement. (b) This Agreement has been duly executed and delivered by the HSE General Partner 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 HSE General Partnersuch Parent Party, enforceable against the HSE General Partner 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 HSE General Partner Parent Parties of this Agreement, nor the consummation by the HSE General Partner Parent Parties of the transactions contemplated hereby nor and the performance by the HSE General Partner under Parent Parties of this Agreement will (ai) violate, violate or conflict with or result in a breach of any provision of the HSE General Partner LLC Agreementgoverning documents of the Parent Parties; (bii) require any consent, approval, authorization or permit of, registration, declaration or filing with, or notification to, any Governmental Authority (each, a “Governmental Authorization”), 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 securities or “Blue Sky” laws of various states in connection with the issuance of the NGL LLC Units pursuant to this Agreement, Entity or any Governmental Authorization that may be obtained after the Closing without penaltyother person; (ciii) other than as set forth on Section 3.2(c) of the 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, under any Contract agreement or Permit (as defined in Section 3.6(b) below)instrument to which any of the Parent Parties is a party or by or to which any of their properties are bound; (div) 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 HSE General Partner or restrict, hinder, impair or limit any of the ability of HSE General Partner to carry on the BusinessParent Parties; or (ev) violate or conflict in any material respect with any material Law applicable to HSEthe Parent 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) HSE and the HSE General Partner has Partner, subject to the Unitholder Approvals, have all requisite power and authority (corporate or otherwise) to enter into this Agreement and to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by HSE and the HSE General Partner of this Agreement and the consummation of the transactions contemplated hereby, have been duly authorized by all requisite action on the part of HSE and the HSE General Partner, and no other corporate, company, shareholder, partnership or similar proceeding on the part of HSE, the HSE General Partner or any Affiliate thereof is necessary to consummate the transactions contemplated by this Agreement, except the Unitholder Approvals. Upon receipt of the consent to the transactions 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 has been duly executed and delivered by HSE and the 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 HSE General Partner, enforceable against HSE and the 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 HSE General Partner of this Agreement, nor the consummation by HSE or the HSE General Partner of the transactions contemplated hereby nor the performance by HSE or the HSE General Partner under this Agreement will (a) violate, conflict with or result in a breach of any provision of the HSE LP Agreement or the HSE General Partner LLC Agreement, respectively; (b) require any consent, approval, authorization or permit of, registration, declaration or filing with, or notification to, any Governmental Authority (each, a “Governmental Authorization”), 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 ColoradoDelaware, any such filings and approvals that may be required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the NGL LLC Common Units pursuant to this Agreement, or any Governmental Authorization that may be obtained after the Closing without penalty; (c) other than as set forth on Section 3.2(c) of the 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 Permit (as defined in Section 3.6(b) below); (d) result in the creation of an Encumbrance upon or require the sale or give any Person the right to acquire any of the assets of HSE General Partner or restrict, hinder, impair or limit the ability of HSE General Partner to carry on the Business; or (e) violate or conflict with any Law applicable to HSE.

Authority; No Violation; Consents and Approvals. (a) HSE General Partner 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 Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by HSE General Partner each Holdings Party of this Agreement and the consummation of the transactions contemplated hereby, hereby have been duly authorized by all requisite limited liability company or limited partnership action on the part of HSE General Partnersuch Holdings Party, except for (i) 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 holders of Partnership Interests or limited liability company interests in Holdings GP or other corporate, limited liability company, shareholder, partnership or similar proceeding on other organizational votes, approvals or proceedings in respect of the part of HSE General Partner 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 of Holdings GP (the “Holdings GP LLC Agreement”), was validly adopted by Parent. (b) This Agreement has been duly executed and delivered by the HSE General Partner 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 HSE General Partnersuch Holdings Party, enforceable against the HSE General Partner 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 HSE General Partner Holdings Parties of this Agreement, nor the consummation by the HSE General Partner Holdings Parties of the transactions contemplated hereby nor and the performance by the HSE General Partner under Holdings Parties of this Agreement will (ai) violate, violate or conflict with or result in a breach of any provision of the HSE General Partner LLC Agreementorganizational or governing documents of the Holdings Group Entities; (bii) require any consent, approval, authorization or permit of, registration, declaration or filing with, or notification to, any Governmental Authority (each, a “Governmental Authorization”), 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 securities or “Blue Sky” laws of various states in connection with the issuance of the NGL LLC Units pursuant to this Agreement, Entity or any Governmental Authorization that may be obtained after the Closing without penaltyother person; (ciii) other than as set forth on Section 3.2(c) of the 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, under any Contract agreement or Permit (as defined in Section 3.6(b) below)instrument to which any of the Holdings Group Entities is a party or by or to which any of their properties are bound; (div) 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 HSE General Partner or restrict, hinder, impair or limit any of the ability of HSE General Partner to carry on the BusinessHoldings Group Entities; or (ev) violate or conflict in any material respect with any material Law applicable to HSEthe Holdings 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) HSE General Partner Eastern has all requisite full corporate power and authority (corporate or otherwise) to enter into execute and deliver this Agreement and, subject to adoption and to carry out its obligations hereunder and approval of this Agreement by the requisite vote of the Eastern shareholders, to consummate the transactions contemplated herebyby this Agreement. The execution, execution and delivery and performance by HSE General Partner of this Agreement and the consummation of the transactions contemplated hereby, by this Agreement have been duly authorized and validly approved by the Board of Directors of Eastern. The Board of Directors of Eastern, at a meeting duly called and held at which all requisite action of the directors of Eastern were present, duly and unanimously adopted resolutions approving this Agreement, the Merger and the other transactions contemplated by this Agreement, proposing the Merger in accordance with Section 1922 of the PBCL by adopting a resolution approving this Agreement as a plan of merger for the purposes of Section 1922 of the PBCL, directing that this Agreement be submitted to a vote at a meeting of Eastern’s shareholders entitled to vote hereon and recommending that Eastern’s shareholders approve this Agreement (including approval of this Agreement by the shareholders entitled to vote thereon so the Agreement is adopted for the purposes of Section 1924 of the PBCL), which resolutions have not, except after the date of this Agreement as permitted by Section 6.8, been rescinded, modified or withdrawn in any way. Except for the adoption of this Agreement by the affirmative vote of a majority of the votes cast by the holders of Eastern Common Stock, no other corporate proceedings on the part of HSE General Partner, Eastern are necessary to approve this Agreement and no other corporate, company, shareholder, partnership or similar proceeding on the part of HSE General Partner or any Affiliate thereof is necessary to consummate the transactions contemplated by this Agreement. (b) . This Agreement has been duly and validly executed and delivered by the HSE General Partner and, Eastern and (assuming the due authorization, execution and delivery hereof by NEWCO and ProAssurance and the other Parties, receipt of all Requisite Regulatory Approvals (as defined in Section 7.1(b) of this Agreement)) constitutes a legal, valid and binding agreement obligation of the HSE General PartnerEastern, enforceable against the HSE General Partner 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 equity. On or prior to the date of whether such enforceability this Agreement, the Board of Directors of Eastern received the opinion of Xxxxx Xxxxxxxx & Xxxxx, Inc. that the Merger Consideration is considered in fair to the shareholders of Eastern from a proceeding in equity or at law))financial point of view. (cb) Neither the execution and delivery of this Agreement by Eastern nor the HSE General Partner consummation by Eastern of the transactions contemplated by this Agreement, nor compliance by Eastern with any of the terms or provisions of this Agreement, nor the consummation by the HSE General Partner will (i) violate any provision of the transactions contemplated hereby nor Articles of Incorporation or Bylaws of Eastern, each as amended or (ii) assuming that all Requisite Regulatory Approvals and all of the performance by the HSE General Partner under consents and approvals referred to in Section 3.5(c) of this Agreement will are duly obtained, (ax) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Eastern or any of its properties or assets, or (y) violate, conflict with or with, result in a breach of any provision of the HSE General Partner LLC Agreement; (b) require any consent, approval, authorization or permit of, registration, declaration or filing with, or notification to, any Governmental Authority (each, a “Governmental Authorization”), 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 securities or “Blue Sky” laws of various states in connection with the issuance of the NGL LLC Units pursuant to this Agreement, or any Governmental Authorization that may be obtained after the Closing without penalty; (c) other than as set forth on Section 3.2(c) of the 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 constitute a default (or Permit (as defined an event which, with notice or lapse of time, or both, would constitute a default) under, result in Section 3.6(b) below); (d) 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 HSE General Partner Eastern 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 Eastern is a party, or by which it or any of its properties or assets may be bound or affected, except (in the ability case of HSE General Partner to carry on the Business; or clause (ey) violate or conflict with any Law applicable to HSE.above) as set forth in

Authority; No Violation; Consents and Approvals. (a) HSE General Partner 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 Agreement, to carry out its obligations hereunder and, subject to the receipt of the Unitholder Approval and the governmental filings and other matters referred to in Section 3.3(e), to consummate the transactions contemplated hereby. The execution, delivery and performance by HSE General Partner each Partnership Party of this Agreement and the consummation of the transactions contemplated hereby, hereby have been duly authorized by all requisite limited liability company or limited partnership action on the part of HSE General Partnersuch Partnership Party, except for (i) the 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 other organizational votes, approvals or proceedings in respect of the part of HSE General Partner or any Affiliate thereof is Partnership Parties are necessary to consummate the transactions contemplated by this Agreement. (b) This Agreement has been duly executed and delivered by the HSE General Partner 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 HSE General Partnersuch Partnership Party, enforceable against the HSE General Partner 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 HSE General Partner Partnership Parties of this Agreement, nor the consummation by the HSE General Partner Partnership Parties of the transactions contemplated hereby nor and the performance by the HSE General Partner under Partnership Parties of this Agreement will (ai) violatesubject to obtaining the Unitholder Approval, violate or conflict with or result in a breach of any provision of the HSE General Partner LLC Agreementorganizational or governing documents of the Partnership Parties or the Subsidiaries of the Partnership; (bii) require any consent, approval, authorization or permit of, registration, declaration or filing with, or notification to, any Governmental Authority (each, a “Governmental Authorization”), 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 securities or “Blue Sky” laws of various states in connection with the issuance of the NGL LLC Units pursuant to this Agreement, or any Governmental Authorization that may be obtained after the Closing without penalty; (c) other than as set forth on Section 3.2(c) of the 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, under any Contract which any of the Partnership Parties or Permit (as defined in Section 3.6(b) below)their respective Subsidiaries is a party or by or to which any of their properties are bound; (diii) 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 HSE General Partner any of the Partnership Parties or restrict, hinder, impair or limit the ability Subsidiaries of HSE General Partner to carry on the BusinessPartnership; or (eiv) 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 HSEthe Partnership 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.