Common use of Authority; Non-Contravention; Approvals Clause in Contracts

Authority; Non-Contravention; Approvals. (a) The Partnership has all requisite limited partnership power and authority to execute and deliver this Agreement and to perform the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the performance by the Partnership of the transactions contemplated by this Agreement have been approved by the General Partner of the Partnership. No other partnership voting or other proceeding on the part of the Partnership is necessary to authorize the execution and delivery of this Agreement or the performance by the Partnership of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by the Partnership and, assuming the due authorization, execution and delivery of this Agreement by MCRLP, this Agreement constitutes valid and binding obligations of the Partnership enforceable against the Partnership in accordance with its terms, except as such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement or creditors’ rights generally and (ii) general equitable principles. (b) The execution and delivery by the Partnership of this Agreement and the performance of the transactions contemplated by this Agreement will not (i) conflict with or result in a material breach of any provisions of the Partnership Agreement of the Partnership; or (ii) violate any order, writ, judgment, injunction, decree, statute, treaty, rule or regulation applicable to the Partnership. (c) No declaration, filing or registration with, notice to, or authorization, consent, order or approval of, any governmental authority is required to be obtained or made in connection with or as a result of the execution and delivery of this Agreement by the Partnership or the performance by the Partnership of the transactions contemplated by this Agreement or the consummation of the transactions contemplated by this Agreement.

Authority; Non-Contravention; Approvals. (a) The Partnership has all requisite limited partnership full corporate power and authority to execute and deliver this Agreement and to perform consummate the transactions contemplated by this Agreementhereby. The execution and delivery of this This Agreement and the performance by the Partnership of the transactions contemplated by this Agreement have has been approved by the General Partner and the Limited Partners in their capacity as partners of the Partnership. No , and no other partnership voting or other proceeding actions on the part of the Partnership is are necessary to authorize the execution and delivery of this Agreement or the performance consummation by the Partnership of the transactions contemplated by this Agreementhereby. This Agreement has been duly executed and delivered by the Partnership and the Limited Partners, and, assuming the due authorization, execution and delivery of this Agreement hereof by MCRLPTurbeco, this Agreement constitutes a valid and legally binding obligations agreement of the Partnership and the Limited Partners, enforceable against the Partnership and the Limited Partners in accordance with its terms, except as that such enforcement may be subject to (ia) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement or of creditors’ ' rights generally and (iib) general equitable principles. (b) The execution and delivery by Except as set forth in the Partnership of disclosure schedule attached to this Agreement and (the performance of the transactions contemplated by this Agreement will not (i) conflict with or result in a material breach of any provisions of the Partnership Agreement of the Partnership; or (ii) violate any order“Disclosure Schedule”), writ, judgment, injunction, decree, statute, treaty, rule or regulation applicable to the Partnership. (c) No declaration, filing or registration with, notice to, or authorization, consent, order or approval of, any governmental authority is required to be obtained or made in connection with or as a result of the execution and delivery of this Agreement by the Partnership or and the performance Limited Partners and the consummation by the Partnership and the Limited Partners of the transactions contemplated by this Agreement hereby do not and will not violate or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the consummation termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the transactions contemplated properties or assets of the Partnership under any of the terms, conditions or provisions of (i) the organizational documents of the Partnership, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority applicable to the Partnership or any of its properties or assets, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, or any Operating Agreement to which the Partnership is now a party or by this Agreementwhich the Partnership or any of its properties or assets may be bound or affected.