Common use of Authority; Noncontravention; Voting Requirements Clause in Contracts

Authority; Noncontravention; Voting Requirements. (a) Each of the Partnership and the Partnership GP has all necessary entity power and authority to execute and deliver this Agreement and, subject to obtaining the Partnership Unitholder Approval in the case of the Partnership, to consummate the transactions contemplated by this Agreement. The execution, delivery and performance by each of the Partnership and the Partnership GP of this Agreement, and the consummation of the transactions contemplated by this Agreement, have been duly authorized by the GP Board and approved by each of the GP Conflicts Committee and the GP Board and no other entity action on the part of the Partnership and the Partnership GP is necessary to authorize the execution, delivery and performance by the Partnership and the Partnership GP of this Agreement and, except for obtaining the Partnership Unitholder Approval, the consummation of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by the Partnership and the Partnership GP and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes a legal, valid and binding obligation of the Partnership and the Partnership GP, enforceable against them in accordance with its terms, except as such enforcement may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a Proceeding at law or in equity) and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing (such clauses (i) and (ii) collectively, the “Enforceability Exceptions”).

Authority; Noncontravention; Voting Requirements. (a) Each of the Partnership and the Partnership GP General Partner has all necessary entity power and authority to execute and deliver this Agreement and, subject to obtaining the Partnership Unitholder Approval in the case of the Partnership, and to consummate the transactions contemplated by this Agreement. The execution, delivery and performance by each of the Partnership and the Partnership GP General Partner of this Agreementthe Transaction Documents, and the consummation of the transactions contemplated by this Agreement, have been been, as applicable, duly authorized by the GP Board and Board, approved by each of the GP Conflicts Committee and the GP Board and consented to by the Sole Member and no other entity action on the part of the Partnership and Partnership, the Partnership GP General Partner or the Sole Member is necessary to authorize the execution, delivery and performance by the Partnership and the Partnership GP General Partner of this Agreement and, except for obtaining the Partnership Unitholder Approval, Transaction Documents and the consummation of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by the Partnership and the Partnership GP General Partner and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes a legal, valid and binding obligation of the Partnership and the Partnership GPGeneral Partner, enforceable against them in accordance with its terms, except as such enforcement may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a Proceeding at law or in equity) and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing (such clauses (i) and (ii) collectively, the “Enforceability Exceptions”). The GP Board has taken all necessary action so that any takeover, anti-takeover, moratorium, “fair price,” “control share” or similar Law (collectively, “Takeover Laws”) and any takeover provision of the Partnership Agreement applicable to the Partnership, the General Partner or any of their respective Subsidiaries do not, and will not, apply to this Agreement and the consummation of the transactions contemplated by this Agreement, including the Merger.

Authority; Noncontravention; Voting Requirements. (a) Each of the Partnership and the Partnership GP The Company has all necessary entity power and authority to execute and deliver this Agreement and, subject to obtaining the Partnership Unitholder Approval in the case of the PartnershipCompany Shareholder Approval, to perform its obligations hereunder and to consummate the transactions contemplated by this AgreementTransactions. The execution, delivery and performance by each the Company of the Partnership this Agreement and the Partnership GP of this Statutory Merger Agreement, and the consummation by the Company of the transactions contemplated by this AgreementTransactions, have been duly and unanimously authorized by the GP Board and approved by each the Board of Directors of the GP Conflicts Committee Company, and, except for obtaining the Company Shareholder Approval, executing and delivering the GP Board Statutory Merger Agreement and filing the Merger Application with the Registrar pursuant to the Bermuda Companies Act, no other entity action on the part of the Partnership and the Partnership GP Company is necessary to authorize the execution, delivery and performance by the Partnership and the Partnership GP Company of this Agreement and, except for obtaining and the Partnership Unitholder Approval, Statutory Merger Agreement and the consummation by the Company of the transactions contemplated by this AgreementTransactions. This Agreement has been duly executed and delivered by the Partnership and the Partnership GP Company and, assuming due authorization, execution and delivery of this Agreement hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Partnership and the Partnership GPCompany, enforceable against them the Company in accordance with its terms, except as that such enforcement enforceability (i) may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, fraudulent conveyance or moratorium and other similar Laws of general application affecting or relating to the enforcement of creditors’ rights and remedies generally and by (ii) is subject to general principles of equity (equity, whether applied considered in a Proceeding proceeding at law or in equity) and equity (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing (such clauses (i) and (ii) collectively, the “Enforceability ExceptionsBankruptcy and Equity Exception”).

Authority; Noncontravention; Voting Requirements. (a) Each of the Partnership and the Partnership GP General Partner has all necessary entity power and authority to execute and deliver this Agreement and, subject to obtaining the Partnership Unitholder Approval in the case of the Partnership, and to consummate the transactions contemplated by this Agreement. The execution, delivery and performance by each of the Partnership and the Partnership GP General Partner of this Agreement, and the consummation of the transactions contemplated by this Agreement, have been been, as applicable, duly authorized by the GP Board and Board, approved by each of the GP Conflicts Committee and the GP Board Board, approved by the holders of a Unit Majority and consented to by the Sole Member, and no other entity action on the part of the Partnership and Partnership, the Partnership GP General Partner or the Sole Member is necessary to authorize the execution, delivery and performance by the Partnership and the Partnership GP General Partner of this Agreement and, except for obtaining the Partnership Unitholder Approval, and the consummation of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by the Partnership and the Partnership GP General Partner and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes a legal, valid and binding obligation of the Partnership and the Partnership GPGeneral Partner, enforceable against them in accordance with its terms, except as such enforcement may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a Proceeding at law or in equity) and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing (such clauses (i) and (ii) collectively, the “Enforceability Exceptions”). The GP Board has taken all necessary action so that any takeover, anti-takeover, moratorium, “fair price,” “control share” or similar Law (collectively, “Takeover Laws”) and any takeover provision of the Partnership Agreement applicable to the Partnership, the General Partner or any of their respective Subsidiaries do not, and will not, apply to this Agreement and the consummation of the transactions contemplated by this Agreement, including the Merger.

Authority; Noncontravention; Voting Requirements. (a) Each of the Partnership Partnership, the General Partner and the Partnership Managing GP has all necessary entity power and authority to execute and deliver this Agreement and, subject to obtaining the Partnership Unitholder Approval in the case of the Partnership, to consummate the transactions contemplated by this Agreement. The execution, delivery and performance by each of the Partnership Partnership, the General Partner and the Partnership Managing GP of this Agreement, and the consummation of the transactions contemplated by this Agreement, have been duly authorized by the Managing GP Board and approved by each of the GP Conflicts Committee and the Managing GP Board and no other entity action on the part of the Partnership Partnership, the General Partner and the Partnership Managing GP is necessary to authorize the execution, delivery and performance by the Partnership Partnership, the General Partner and the Partnership Managing GP of this Agreement and, except for obtaining the Partnership Unitholder Approval, the consummation of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by the Partnership Partnership, the General Partner and the Partnership Managing GP and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes a legal, valid and binding obligation of the Partnership Partnership, the General Partner and the Partnership Managing GP, enforceable against them in accordance with its terms, except as such enforcement may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a Proceeding at law or in equity) and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing (such clauses (i) and (ii) collectively, the “Enforceability Exceptions”).

Authority; Noncontravention; Voting Requirements. (a) Each of the Partnership and the Partnership GP The Company has all necessary entity corporate power and corporate authority to execute and deliver this Agreement and, subject and the Related Agreements and to obtaining the Partnership Unitholder Approval in the case of the Partnership, perform its obligations hereunder and thereunder and to consummate the transactions contemplated by this AgreementTransactions. The execution, delivery and performance by each the Company of the Partnership this Agreement and the Partnership GP of this AgreementRelated Agreements, and the consummation by it of the transactions contemplated by this AgreementTransactions, have been duly authorized by the GP Board and approved by each its Board, and, except for filing the Certificates of Amendment with the Secretary of State of the GP Conflicts Committee and State of Delaware pursuant to the GP Board and DGCL, no other entity corporate action on the part of the Partnership and the Partnership GP Company or its stockholders is necessary to authorize the execution, delivery and performance by the Partnership and the Partnership GP Company of this Agreement and, except for obtaining and the Partnership Unitholder Approval, Related Agreements and the consummation by it of the transactions contemplated by this AgreementTransactions. This Agreement has been and the Related Agreements will be on the Closing Date, duly executed and delivered by the Partnership and the Partnership GP Company and, assuming due authorization, execution and delivery of hereof and thereof by each Investor, this Agreement by constitutes, and the other parties heretoRelated Agreements will on the Closing Date constitute, constitutes a legal, valid and binding obligation of the Partnership and the Partnership GPCompany, enforceable against them the Company in accordance with its terms, except as that such enforcement enforceability (i) may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, fraudulent conveyance or moratorium and other similar Laws of general application affecting or relating to the enforcement of creditors’ rights and remedies generally and by (ii) is subject to general principles of equity (equity, whether applied considered in a Proceeding proceeding at law or in equity) and equity (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing (such clauses (i) and (ii) collectively, the “Enforceability ExceptionsBankruptcy and Equity Exception”).

Authority; Noncontravention; Voting Requirements. (a) Each of the Partnership, the Partnership GP and the Partnership GP Delegate has all necessary entity power and authority to execute and deliver this Agreement andand to consummate the transactions contemplated by this Agreement, subject to obtaining the Partnership Unitholder Approval in the case of the Partnership, to consummate the transactions contemplated by this Agreement. The execution, delivery and performance by each of the Partnership, the Partnership GP and the Partnership GP Delegate of this Agreement, and the consummation of the transactions contemplated by this Agreement, have been duly authorized by the GP Board and approved by each of the GP Delegate Board, the GP Conflicts and Audit Committee and the GP Board and and, except for obtaining the Partnership Unitholder Approval, no other entity action on the part of the Partnership, the Partnership GP and the Partnership GP Delegate is necessary to authorize the execution, delivery and performance by the Partnership, the Partnership GP and the Partnership GP Delegate of this Agreement and, except for obtaining the Partnership Unitholder Approval, and the consummation of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by the Partnership, the Partnership GP and the Partnership GP Delegate and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes a legal, valid and binding obligation of the Partnership, the Partnership GP and the Partnership GPGP Delegate, enforceable against each of them in accordance with its terms, except as such enforcement ; provided that the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, fraudulent conveyance moratorium or other similar Laws laws from time to time in effect affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (regardless of whether applied such principles are considered in a Proceeding proceeding in equity or at law or in equitylaw) and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing (such clauses (i) and (ii) collectively, the “Enforceability Exceptions”)dealing.

Authority; Noncontravention; Voting Requirements. (a) Each of the Partnership and the Partnership GP General Partner has all necessary entity power and authority to execute and deliver this Agreement and, subject to obtaining the Partnership Unitholder Approval in the case of the Partnership, to consummate the transactions contemplated by this Agreement. The execution, delivery and performance by each of the Partnership and the Partnership GP General Partner of this Agreement, and the consummation of the transactions contemplated by this Agreement, have been duly authorized by the GP Board and approved by each of the GP Conflicts Audit Committee and the GP Board and no other entity action on the part of the Partnership and the Partnership GP General Partner is necessary to authorize the execution, delivery and performance by the Partnership and the Partnership GP General Partner of this Agreement and, except for obtaining the Partnership Unitholder Approval, the consummation of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by the Partnership and the Partnership GP General Partner and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes a legal, valid and binding obligation of the Partnership and the Partnership GPGeneral Partner, enforceable against them in accordance with its terms, except as such enforcement may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a Proceeding at law or in equity) and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing (such clauses (i) and (ii) collectively, the “Enforceability Exceptions”).

Authority; Noncontravention; Voting Requirements. (a) Each of the Partnership and the Partnership GP has all necessary entity power and authority to execute and deliver this Agreement and, subject to obtaining the Partnership Unitholder Approval in the case of the Partnership, to consummate the transactions contemplated by this Agreement. The execution, delivery and performance by each of the Partnership and the Partnership GP of this Agreement, and the consummation of the transactions contemplated by this Agreement, have been duly authorized by the GP Board and unanimously approved by each of the GP Conflicts Committee and the GP Board and no other entity action on the part of the Partnership and the Partnership GP is necessary to authorize the execution, delivery and performance by the Partnership and the Partnership GP of this Agreement and, except for obtaining the Partnership Unitholder Approval, the consummation of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by the Partnership and the Partnership GP and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes a legal, valid and binding obligation of the each of Partnership and the Partnership GP, enforceable against each of them in accordance with its terms, except as such enforcement may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a Proceeding at law or in equity) and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing (such clauses (i) and (ii) collectively, the “Enforceability Exceptions”).