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

Authority; Noncontravention; Voting Requirements. (a) Each of the Parent Entities has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Parent Entities of this Agreement, and the consummation of the transactions contemplated hereby, have been duly authorized and approved by Merger Sub and Parent, as its sole member, by Parent GP, for itself and on behalf of Parent, and by MPC and no other entity action on the part of the Parent Entities is necessary to authorize the execution, delivery and performance by the Parent Entities of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Parent Entities and, assuming due authorization, execution and delivery of this Agreement by the Partnership, constitutes a legal, valid and binding obligation of each of the Parent Entities, enforceable against each of them in accordance with its terms. (b) Neither the execution and delivery of this Agreement by the Parent Entities, nor the consummation by the Parent Entities of the transactions contemplated hereby, nor compliance by the Parent Entities with any of the terms or provisions of this Agreement, will (i) conflict with or violate any provision of the MPC Charter Documents, the Parent Charter Documents or any of the Parent Subsidiary Documents, (ii) assuming that the authorizations, consents and approvals referred to in Section 4.4 are obtained and the filings referred to in Section 4.4 are made, (x) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to MPC, Parent or any of Parent’s Subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in the loss 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, MPC, Parent or any of Parent’s Subsidiaries under, any of the terms, conditions or provisions of any Contract or Parent Permit (including any Environmental Permit) to which MPC, Parent or any of Parent’s Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected or (iii) result in the exercisability of any right to purchase or acquire any asset of Parent or any of its Subsidiaries, except, in the case of clauses (ii) (x), (ii) (y) and (iii), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as, individually or in the aggregate, would not have a Parent Material Adverse Effect or prevent or materially impair the consummation of the transactions contemplated hereby. (c) The vote or consent of Parent as the sole member of Merger Sub is the only vote or consent of the members of Merger Sub necessary to adopt this Agreement and approve the transactions contemplated hereby. (d) None of the Parent Entities or any of their Subsidiaries holds any Interests or other partnership interests, capital stock, voting securities or equity interests of the Partnership or any of its Subsidiaries, or holds any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for any such Interests or other partnership interests, shares of capital stock, voting securities or equity interests, or any rights, warrants, options, calls, commitments or any other agreements to purchase or acquire any such Interests or other partnership interests, shares of capital stock, voting securities or equity interests or any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for, any such Interests or other partnership interests, shares of capital stock, voting securities or equity interests.

Authority; Noncontravention; Voting Requirements. (a) Each of the Parent Entities has all requisite necessary power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Parent Entities of this Agreement, and the consummation of the transactions contemplated hereby, have been duly authorized and approved by Merger Sub and Parent, as its the sole membermanaging member of Merger Sub, and by Parent Managing GP, for itself and on behalf of Parent GP and Parent, and by MPC and no other entity action on the part of the Parent Entities is necessary to authorize the execution, delivery and performance by the Parent Entities of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Parent Entities and, assuming due authorization, execution and delivery of this Agreement by the Partnershipother parties hereto, constitutes a legal, valid and binding obligation of each of the Parent Entities, enforceable against each of them in accordance with its terms. (b) Neither the execution and delivery of this Agreement by the Parent Entities, nor the consummation by the Parent Entities of the transactions contemplated hereby, nor compliance by the Parent Entities with any of the terms or provisions of this Agreement, will (i) conflict with or violate any provision of the MPC Charter Documents, the Parent Charter Documents or any of the Parent Subsidiary Documents, (ii) assuming that the authorizations, consents and approvals referred to in Section 4.4 are obtained and the filings referred to in Section 4.4 are made, (x) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to MPC, Parent or any of Parent’s its Subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in the loss 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, MPC, Parent or any of Parent’s its Subsidiaries under, under any of the terms, conditions or provisions of any Contract or Parent Permit (including any Environmental Permit) to which MPC, Parent or any of Parent’s its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected or (iii) result in the exercisability of any right to purchase or acquire any material asset of Parent or any of its Subsidiaries, except, in the case of clauses (ii) (x), ) and (ii) (y) and (iii), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect or prevent or materially impair the consummation of the transactions contemplated herebyEffect. (c) The vote or consent of Parent as the sole managing member of Merger Sub is the only vote or consent of the members of Merger Sub necessary to adopt this Agreement and approve the transactions contemplated hereby. (d) None of the Parent Entities or any of their Subsidiaries holds any Interests or other partnership limited partner interests, capital stock, voting securities or equity interests of the Partnership MLP or any of its Subsidiaries, or holds any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for any such Interests or other partnership limited partner interests, shares of capital stock, voting securities or equity interests, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any such Interests or other partnership limited partner interests, shares of capital stock, voting securities or equity interests or any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for, any such Interests or other partnership limited partner interests, shares of capital stock, voting securities or equity interests.

Authority; Noncontravention; Voting Requirements. (a) Each of the Parent Entities and Sub has all requisite necessary corporate right, power and authority to execute and deliver this Agreement and, subject to the adoption of this Agreement by Parent as the sole shareholder of Sub, to perform its obligations hereunder and thereunder and to consummate the Merger and the other transactions contemplated hereby. The execution, delivery and performance by the each of Parent Entities and Sub of this Agreement, Agreement and the consummation of the Merger and the other transactions contemplated hereby, hereby by Parent and Sub have been duly and validly authorized and approved by Merger Sub and their respective boards of directors and, other than Parent’s adoption of this Agreement in its capacity as the sole shareholder of Sub, as its sole member, by Parent GP, for itself and on behalf of Parent, and by MPC and no other entity action corporate proceedings or approvals on the part of the Parent Entities is or Sub are necessary to authorize the execution, delivery and performance by the each of Parent Entities and Sub of this Agreement and or the consummation by Parent and Sub of the transactions contemplated herebyhereby (other than, with respect to the Merger, the filing of the Certificate of Merger). This Agreement Each of Parent and Sub has been duly and validly executed and delivered by the Parent Entities this Agreement and, assuming the due authorization, execution and delivery of this Agreement by the Partnershipother parties thereto, constitutes a legal, such agreements constitute valid and binding obligation obligations of each of the Parent Entitiesand Sub, as applicable, enforceable against each of them in accordance with its their respective terms, subject, in each case, to the Bankruptcy and Equity Exception. (b) Neither the execution and delivery of this Agreement by the Parent Entities, and Sub nor the consummation by the Parent Entities of the Merger and the other transactions contemplated herebyhereby by Parent and Sub, as applicable, nor compliance by the each of Parent Entities and Sub, as applicable, with any of the terms or provisions of this Agreementhereof, as applicable, will (i) conflict with or violate any provision of the MPC Charter Documents, the Organizational Documents of Parent Charter Documents or any of the Parent Subsidiary DocumentsSub, (ii) assuming that each of the authorizationsconsents, consents authorizations and approvals referred to in Section 4.4 are ‎2.5, Section ‎3.2 and the Required Company Vote is obtained (and any condition precedent to any such consent, authorization or approval has been satisfied) and each of the filings referred to in Section 4.4 ‎2.5 and Section ‎3.2 are mademade and any applicable waiting periods referred to therein have expired, (x) conflict with or violate any Law, judgment, writ or injunction of any Governmental Authority Entity applicable to MPC, Parent or any of Parent’s Subsidiaries Sub or by which any of their respective properties Assets are bound or assetsaffected, or (yiii) violate, conflict withresult in any breach of or constitute a Default under, result in the loss of a benefit under or give rise to 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 termination, amendment, acceleration, payment or cancellation under, accelerate the performance required byof any Contract to which any Parent Entity is a party, or result in the creation of any a Lien upon on any of the respective properties or assets of, MPC, Parent or any of Parent’s Subsidiaries under, any of the terms, conditions or provisions of any Contract or Parent Permit (including any Environmental Permit) to which MPC, Parent or any of Parent’s Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected or (iii) result in the exercisability of any right to purchase or acquire any asset Assets of Parent or any of its SubsidiariesSub, exceptother than, in the case of clauses (ii‎(ii) (xor ‎(iii), (ii) (y) and (iii), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens asas would not, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect or prevent or materially impair the consummation of the transactions contemplated herebyEffect. (c) The vote or consent of Parent as the sole member of Merger Sub is the only vote or consent of the members of Merger Sub necessary to adopt this Agreement and approve the transactions contemplated hereby. (d) None of the Parent Entities or any of their Subsidiaries holds any Interests or other partnership interests, capital stock, voting securities or equity interests of the Partnership or any of its Subsidiaries, or holds any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for any such Interests or other partnership interests, shares of capital stock, voting securities or equity interests, or any rights, warrants, options, calls, commitments or any other agreements to purchase or acquire any such Interests or other partnership interests, shares of capital stock, voting securities or equity interests or any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for, any such Interests or other partnership interests, shares of capital stock, voting securities or equity interests.

Authority; Noncontravention; Voting Requirements. (a) Each of the Parent Entities has all requisite necessary entity power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Parent Entities of this Agreement, and the consummation of the transactions contemplated hereby, have been duly authorized and approved by Merger Sub and Parent, as its sole member, and by Parent GP and the delegate of Parent GP, for itself and on behalf of Parent, and by MPC Parent and no other entity action on the part of the Parent Entities is necessary to authorize the execution, delivery and performance by the Parent Entities of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Parent Entities and, assuming due authorization, execution and delivery of this Agreement by the PartnershipCompany, constitutes a legal, valid and binding obligation of each of the Parent Entities, enforceable against each of them in accordance with its terms. (b) Neither the execution and delivery of this Agreement by the Parent Entities, nor the consummation by the Parent Entities of the transactions contemplated hereby, nor compliance by the Parent Entities with any of the terms or provisions of this Agreement, will (i) conflict with or violate any provision of the MPC Charter Documents, the Parent Charter Documents or any of the Parent Subsidiary Documents, (ii) assuming that the authorizations, consents and approvals referred to in Section 4.4 are obtained and the filings referred to in Section 4.4 are made, (x) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to MPC, Parent or any of Parent’s its Subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in the loss 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, MPC, Parent or any of Parent’s its Subsidiaries under, any of the terms, conditions or provisions of any Contract or Parent Permit (including any Environmental Permit) to which MPC, Parent or any of Parent’s its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected or (iii) result in the exercisability of any right to purchase or acquire any material asset of Parent or any of its Subsidiaries, except, in the case of clauses (ii) (x), ) and (ii) (y) and (iii), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect or prevent or materially impair the consummation of the transactions contemplated herebyEffect. (c) The vote or consent of Parent as the sole member of Merger Sub is the only vote or consent of the members of Merger Sub necessary to adopt this Agreement and approve the transactions contemplated hereby. (d) None of the Parent Entities or any of their Subsidiaries holds any Interests or other partnership limited liability company interests, capital stock, voting securities or equity interests of the Partnership Company or any of its Subsidiaries, or holds any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for any such Interests or other partnership limited liability company interests, shares of capital stock, voting securities or equity interests, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any such Interests or other partnership limited liability company interests, shares of capital stock, voting securities or equity interests or any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for, any such Interests or other partnership limited liability company interests, shares of capital stock, voting securities or equity interests. None of the Parent Entities is, nor at any time during the last three (3) years has been, an “interested stockholder” of the Company as defined in Section 203 of the DGCL.

Authority; Noncontravention; Voting Requirements. (a) Each of the Parent Entities P66 Parties has all requisite necessary entity power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyby this Agreement. The execution, delivery and performance by each P66 Party of the Parent Entities of this Agreement, Transaction Documents to which it is a party and the consummation of the transactions contemplated herebythereby, have been been, as applicable, duly authorized and approved by Merger Sub and Parent, as its sole member, by the Parent GP, Board for itself and on behalf of Parent, the board of directors of P66 Company for and by MPC on behalf of P66 Company, and the P66 PDI Board for and on behalf of P66 PDI and Merger Sub, as applicable, and no other entity action on the part of the Parent Entities any P66 Party is necessary to authorize the execution, delivery and performance by the Parent Entities P66 Parties of this Agreement and the consummation of the transactions contemplated herebyby this Agreement. This Agreement has been duly executed and delivered by the Parent Entities each P66 Party and, assuming due authorization, execution and delivery of this Agreement by the Partnershipother parties hereto, constitutes a legal, valid and binding obligation of each of the Parent Entitiessuch P66 Party, enforceable against each of them such P66 Party in accordance with its terms, except as such enforcement may be limited by the Enforceability Exceptions. The Parent Board has taken all necessary action so that any Takeover Laws applicable to any P66 Party do not, and will not, apply to this Agreement and the consummation of the transactions contemplated by this Agreement, including the Merger and the Parent Stock Issuance. (b) Neither the execution and delivery of this Agreement by the Parent EntitiesP66 Parties, nor the consummation by the Parent Entities P66 Parties of the transactions contemplated herebyby this Agreement, nor compliance by the Parent Entities P66 Parties with any of the terms or provisions of this Agreement, will (i) contravene, conflict with or with, violate any provision of, result in any breach of, or require the consent of the MPC Charter Documentsany Person under, the Parent Charter Documents terms, conditions or any provisions of the Parent Subsidiary DocumentsOrganizational Documents or the Organizational Documents of any other P66 Party, (ii) assuming that the authorizations, consents and approvals referred to in Section 4.4 5.4 are obtained obtained, and the filings referred to in Section 4.4 5.4 are made, (xA) contravene, violate or conflict with any Law, judgment, writ or injunction of any Governmental Authority applicable to MPC, Parent or any of Parent’s Subsidiaries P66 Party or any of their respective properties or assets, or (yB) violate, conflict with, result in the loss 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, give rise to a right to receive a change of control payment (or similar payment) under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, MPC, Parent or any of Parent’s Subsidiaries P66 Party under, any of the terms, conditions or provisions of any Contract or Parent Permit (including any Environmental Permit) to which MPC, Parent or any of Parent’s Subsidiaries P66 Party is a party, or by which they or any of their respective properties or assets may be bound or affected or (iii) result in the exercisability of any right to purchase or acquire any material asset of Parent or any of its SubsidiariesP66 Party, except, in the case of clauses clause (ii) (x), (ii) (y) and (iii)of this sentence, for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens asthat have not had and would not reasonably be expected to have, individually or in the aggregate, would not have a Parent Material Adverse Effect Effect. (c) No vote of the holders of any class or prevent or materially impair series of the capital stock of Parent is necessary to approve the Parent Stock Issuance. (d) The Parent Board, by unanimous vote, (i) determined that the transactions contemplated by this Agreement, including the Merger and the Parent Stock Issuance, are in the best interests of Parent and the Parent Stockholders and (ii) authorized and approved the execution and delivery of the Transaction Documents and the consummation of the transactions contemplated hereby. (c) The vote or consent of thereby, including the Merger and the Parent as Stock Issuance, on the sole member of Merger Sub is terms and subject to the only vote or consent of the members of Merger Sub necessary to adopt conditions set forth in this Agreement and approve the transactions contemplated herebyas deemed appropriate by Parent’s authorized officers. (d) None of the Parent Entities or any of their Subsidiaries holds any Interests or other partnership interests, capital stock, voting securities or equity interests of the Partnership or any of its Subsidiaries, or holds any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for any such Interests or other partnership interests, shares of capital stock, voting securities or equity interests, or any rights, warrants, options, calls, commitments or any other agreements to purchase or acquire any such Interests or other partnership interests, shares of capital stock, voting securities or equity interests or any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for, any such Interests or other partnership interests, shares of capital stock, voting securities or equity interests.

Authority; Noncontravention; Voting Requirements. (a) Each of the Parent The AMID Entities has have all requisite necessary power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, including the GP Merger. The execution, delivery and performance by the Parent AMID Entities of this Agreement, and the consummation of the transactions contemplated hereby, including the GP Merger, have been duly authorized and approved on behalf of AMID GP by the AMID GP Board and by High Point Infrastructure Partners, LLC in its capacity as the holder of all of the outstanding Class A Membership Interests of AMID GP, with respect to Merger Sub and ParentGP, by AMID GP as its sole member, by Parent GP, for itself and on behalf of Parent, and by MPC and no other entity action on the part of the Parent Entities is necessary to authorize the execution, delivery and performance by the Parent Entities of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Parent AMID Entities and, assuming due authorization, execution and delivery of this Agreement by the Partnershipother parties hereto, constitutes a the legal, valid and binding obligation of each of the Parent AMID Entities, enforceable against each of them in accordance with its terms, except as such enforcement may be limited by 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 or at law or in equity). (b) Neither the execution and delivery of this Agreement by the Parent Entities, AMID Entities nor the consummation by the Parent AMID Entities of the transactions contemplated hereby, nor compliance by the Parent AMID Entities with any of the terms or provisions of this Agreement, will (i) conflict with or violate any provision of the MPC AMID Charter Documents, the Parent Charter Documents or any of the Parent Subsidiary Documents, (ii) assuming that the authorizations, consents and approvals referred to in Section 4.4 are obtained and the filings referred to in Section 4.4 are made, (x) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to MPC, Parent the AMID Entities or any of Parent’s their Subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in the loss 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, MPC, Parent the AMID Entities or any of Parent’s their Subsidiaries under, under any of the terms, conditions or provisions of any Contract or Parent AMID Permit (including any Environmental Permit) to which MPC, Parent either of the AMID Entities or any of Parent’s their Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected or (iii) result in the exercisability of any right to purchase or acquire any material asset of Parent AMID GP or any of its Subsidiaries, except, in the case of clauses (ii) (x), (ii) (yii)(x) and (iiiii)(y), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as, individually or in the aggregate, would not reasonably be expected to have a Parent an AMID Material Adverse Effect or prevent or materially impair the consummation of the transactions contemplated herebyEffect. (c) The vote or consent of Parent as the sole member of Merger Sub is the only vote or consent of the members of Merger Sub necessary to adopt this Agreement and approve the transactions contemplated hereby. (d) None of the Parent Entities or any of their Subsidiaries holds any Interests or other partnership interests, capital stock, voting securities or equity interests of the Partnership or any of its Subsidiaries, or holds any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for any such Interests or other partnership interests, shares of capital stock, voting securities or equity interests, or any rights, warrants, options, calls, commitments or any other agreements to purchase or acquire any such Interests or other partnership interests, shares of capital stock, voting securities or equity interests or any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for, any such Interests or other partnership interests, shares of capital stock, voting securities or equity interests.

Authority; Noncontravention; Voting Requirements. (a) Each of the Parent Entities and Merger Sub has all requisite necessary corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Parent Entities and Merger Sub of this Agreement, and the consummation of the transactions contemplated hereby, have been duly authorized and approved by the Board of Directors of Parent and Merger Sub and Parentby the sole shareholder of Merger Sub, as its sole member, by Parent GP, for itself and on behalf of Parent, and by MPC and no other entity corporate action on the part of the Parent Entities or Merger Sub is necessary to authorize the execution, delivery and performance by the Parent Entities and Merger Sub of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Parent Entities and Merger Sub and, assuming due authorization, execution and delivery of this Agreement by the PartnershipCompany, this Agreement constitutes a legal, valid and binding obligation of each of the Parent Entitiesand Merger Sub, enforceable against each of them in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) Neither the execution and delivery of this Agreement by the Parent Entitiesand Merger Sub, nor the consummation by the Parent Entities of the transactions contemplated hereby, nor compliance by the Parent Entities and Merger Sub with any of the terms or provisions of this Agreement, will (i) conflict with or violate any provision of the MPC Charter Documents, the certificate of incorporation or bylaws or other equivalent organizational documents of Parent Charter Documents or any of the Parent Subsidiary Documents, Merger Sub or (ii) assuming that the authorizations, consents and approvals referred to in Section 4.4 4.3 are obtained and the filings referred to in Section 4.4 4.3 are made, (x) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to MPC, Parent or any of Parent’s Subsidiaries Merger Sub or any of their respective properties or assets, or (y) violate, conflict with, result in the loss 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, MPC, Parent or any of Parent’s Subsidiaries Merger Sub under, any of the terms, conditions or provisions of any Contract or Parent Permit (including any Environmental Permit) to which MPC, Parent or any of Parent’s Subsidiaries Merger Sub is a party, or by which they or any of their respective properties or assets may be bound or affected or (iii) result in the exercisability of any right to purchase or acquire any asset of Parent or any of its Subsidiariesaffected, except, in the case of clauses clause (ii) (x), (ii) (y) and (iii), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens asas would not have, individually or in the aggregate, would not have a Parent Material Adverse Effect or prevent or materially impair the consummation of the transactions contemplated herebyEffect. (c) The vote or consent of Neither Parent as the sole member of Merger Sub is the only vote or consent of the members of Merger Sub necessary to adopt this Agreement and approve the transactions contemplated hereby. (d) None of the Parent Entities or nor any of their its Subsidiaries holds any Interests or other partnership interests, capital stock, voting securities or equity interests of the Partnership Company or any of its Subsidiaries, or holds any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for any such Interests or other partnership interests, shares of capital stock, voting securities or equity interests, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any such Interests or other partnership interests, shares of capital stock, voting securities or equity interests or any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for, any such Interests or other partnership interests, shares of capital stock, voting securities or equity interests. Neither Parent nor Merger Sub is, or at any time during the last three (3) years has been, an “affiliated shareholder” of the Company as defined in Section 21.602 of the TBOC or a “Related Person” as defined in Article 11 of the Fifth Amended and Restated Certificate of Incorporation of the Company.

Authority; Noncontravention; Voting Requirements. (a) Each of the Parent Entities The Company has all requisite necessary power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyperform its respective obligations hereunder. The execution, delivery and performance by the Parent Entities Company of this Agreement, and the consummation of the transactions contemplated hereby, Agreement have been duly authorized and approved by Merger Sub and Parent, as its sole member, by Parent GP, for itself and on behalf of Parent, and by MPC and no other entity all necessary action on the part of the Company, and any vote, approval or consent required to be received or obtained in connection therewith from the holders of any equity interests in the Company (the “Requisite Approval”) has been received or obtained, or will be received or obtained immediately after the execution of this Agreement, and in each case, will be delivered to Parent Entities concurrently with the execution of this Agreement. The Requisite Approval includes any vote, consent or approval required under the Company’s Organizational Documents in connection with the execution, delivery and performance of this Agreement. The Requisite Approval remains in full force and effect. No other action on the part of the Company is necessary to authorize the execution, delivery and performance by the Parent Entities Company, of this Agreement and the consummation of the transactions contemplated herebyAgreement. This Agreement has been duly executed and delivered by the Parent Entities Company and, assuming due authorization, execution and delivery of this Agreement hereof by the Partnershipother parties hereto, constitutes a legal, valid and binding obligation of each of the Parent EntitiesCompany, enforceable against each of them the Company, in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) Neither the execution and delivery of this Agreement by the Parent Entities, nor the consummation by the Parent Entities of the transactions contemplated herebyCompany, nor compliance by the Parent Entities Company with any of the terms or provisions of this Agreementhereof, will (i) conflict with or violate any provision of the MPC Charter Documents, the Parent Charter Company Organizational Documents or any of the Parent Subsidiary Documents, (ii) assuming that the authorizations, consents and approvals referred to in Section 4.4 4.5 are obtained and the filings referred to in Section 4.4 4.5 are made, (x) violate any Law, judgment, writ writ, injunction or injunction Permit of any Governmental Authority or any arbitration award applicable to MPCthe Company, Parent or any of Parent’s Subsidiaries or any of their its respective properties or assets, or (yiii) assuming that the authorizations, consents and approvals described in Section 4.4(b) of the Company Disclosure Schedules are obtained and the filings disclosed in said Schedule are made, violate, conflict with, result in the loss 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 underof, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets ofof the Company, MPC, Parent or any of Parent’s Subsidiaries under, any of the terms, conditions or provisions of any Contract or Parent Permit (including any Environmental Permit) to which MPC, Parent or any of Parent’s Subsidiaries the Company is a party, or by which they or any of their respective properties or assets may be bound or affected or (iii) result in affected. Without limiting the exercisability generality of any right to purchase or acquire any asset of Parent or any of its Subsidiariesthe immediately preceding sentence, except, in the case of clauses (ii) (x), (ii) (y) and (iii), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as, individually or in the aggregate, would Company does not have a Parent Material Adverse Effect or prevent or materially impair the consummation any unsatisfied obligation under any Contract to notify any Person of the transactions contemplated hereby. (c) The vote Company’s entering into, or consent of Parent as the sole member of Merger Sub is the only vote or consent of the members of Merger Sub necessary having intended to adopt enter into, this Agreement and approve before doing so or to negotiate with any Person regarding a possible alternative to the transactions contemplated herebyTransactions. (d) None of the Parent Entities or any of their Subsidiaries holds any Interests or other partnership interests, capital stock, voting securities or equity interests of the Partnership or any of its Subsidiaries, or holds any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for any such Interests or other partnership interests, shares of capital stock, voting securities or equity interests, or any rights, warrants, options, calls, commitments or any other agreements to purchase or acquire any such Interests or other partnership interests, shares of capital stock, voting securities or equity interests or any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for, any such Interests or other partnership interests, shares of capital stock, voting securities or equity interests.

Authority; Noncontravention; Voting Requirements. (a) Each of the Parent Entities Parent, Holdings and Merger Sub has all requisite necessary entity power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyby this Agreement. The execution, delivery and performance by the Parent Entities each of Parent, Holdings and Merger Sub of this Agreement, Agreement and the consummation of the transactions contemplated herebyby this Agreement have been, have been as applicable, duly authorized and approved by Merger Sub and Parent, as its sole member, by (i) the Parent GP, Board for itself and on behalf of Parent, (ii) Parent, in its capacity as the sole member of Holdings, and by MPC (iii) SOPC Holdings West, in its capacity as the sole member of Merger Sub, as applicable, and no other entity action on the part of the Parent Entities Parent, Holdings or Merger Sub is necessary to authorize the execution, delivery and performance by the Parent Entities Parent, Holdings and Merger Sub of this Agreement and the consummation of the transactions contemplated herebyby this Agreement. This Agreement has been duly executed and delivered by the Parent Entities each of Parent, Holdings and Merger Sub and, assuming due authorization, execution and delivery of this Agreement by the Partnershipother parties hereto, constitutes a legal, valid and binding obligation of each of the Parent EntitiesParent, Holdings and Merger Sub, enforceable against each of them in accordance with its terms, except as such enforcement may be limited by the Enforceability Exceptions. (b) Neither the execution and delivery of this Agreement by the Parent EntitiesParent, Holdings and Merger Sub, nor the consummation by the Parent Entities Parent, Holdings and Merger Sub of the transactions contemplated herebyby this Agreement, nor compliance by the Parent Entities Parent, Holdings and Merger Sub with any of the terms or provisions of this Agreement, will (i) contravene, conflict with or with, violate any provision of, result in any breach of, or require the consent of any Person under, the terms, conditions or provisions of the MPC Charter DocumentsOrganizational Documents of Parent, the Parent Charter Documents Holdings or any of the Parent Subsidiary DocumentsMerger Sub, or (ii) assuming that the authorizations, consents and approvals referred to in Section 4.4 5.4 are obtained obtained, and the filings referred to in Section 4.4 5.4 are made, (xA) contravene, violate or conflict with any Law, judgment, writ or injunction of any Governmental Authority applicable to MPCParent, Parent Holdings or any of Parent’s Subsidiaries Merger Sub or any of their respective properties or assets, or (yB) violate, conflict with, result in the loss 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, give rise to a right to receive a change of control payment (or similar payment) under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, MPCParent, Parent Holdings or any of Parent’s Subsidiaries Merger Sub under, any of the terms, conditions or provisions of any Contract or Parent Permit (including any Environmental Permit) to which MPCParent, Parent Holdings or any of Parent’s Subsidiaries Merger Sub is a party, or by which they or any of their respective properties or assets may be bound or affected or (iii) result in the exercisability of any right to purchase or acquire any material asset of Parent Parent, Holdings or any of its SubsidiariesMerger Sub, except, in the case of clauses clause (ii) (x), (ii) (y) and or clause (iii)) of this sentence, for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations accelerations, Liens or Liens asrights that have not had and would not reasonably be expected to have, individually or in the aggregate, would not have a Parent Material Adverse Effect or prevent or materially impair the consummation of the transactions contemplated herebyEffect. (c) The vote or consent of Parent as the sole member of Merger Sub is the only vote or consent of the members of Merger Sub necessary to adopt this Agreement and approve the transactions contemplated hereby. (d) None of the Parent Entities or any of their Subsidiaries holds any Interests or other partnership interests, capital stock, voting securities or equity interests of the Partnership or any of its Subsidiaries, or holds any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for any such Interests or other partnership interests, shares of capital stock, voting securities or equity interests, or any rights, warrants, options, calls, commitments or any other agreements to purchase or acquire any such Interests or other partnership interests, shares of capital stock, voting securities or equity interests or any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for, any such Interests or other partnership interests, shares of capital stock, voting securities or equity interests.

Authority; Noncontravention; Voting Requirements. (a) Each of the Parent Entities and Merger Sub has all requisite necessary corporate power and authority to execute and deliver this Agreement and to perform their respective obligations hereunder and to consummate the transactions contemplated herebyTransactions. The execution, delivery and performance by the Parent Entities and Merger Sub of this Agreement, and the consummation by Parent and Merger Sub of the transactions contemplated herebyTransactions, have been duly authorized and approved by Merger Sub their respective boards of directors and Parent, as its sole member, by Parent GP, for itself and on behalf of Parent, and by MPC stockholders and no other entity action on the part of the Parent Entities and Merger Sub or any stockholder of Parent is necessary to authorize the execution, delivery and performance by the Parent Entities and Merger Sub of this Agreement and the consummation by them of the transactions contemplated herebyTransactions. This Agreement has been duly executed and delivered by the Parent Entities and Merger Sub and, assuming due authorization, execution and delivery of this Agreement hereof by the PartnershipCompany, constitutes a legal, valid and binding obligation of each of the Parent Entitiesand Merger Sub, enforceable against each of them in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) Neither None of the execution and delivery of this Agreement by the Parent Entitiesand Merger Sub, nor the consummation by the Parent Entities or Merger Sub of the transactions contemplated herebyTransactions, nor or compliance by the Parent Entities or Merger Sub with any of the terms or provisions of this Agreementhereof, will (i) conflict with or violate any provision of the MPC Charter Documents, the Parent Charter Documents or any of the Parent Subsidiary Documents, Documents or (ii) assuming that the authorizations, consents and approvals referred to in Section 4.4 3.4 are obtained and the filings referred to in Section 4.4 are made, (xA) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to MPC, Parent or any of Parent’s its Subsidiaries or any of their respective properties or assets, or (yB) violate, conflict with, result in the loss 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, MPC, Parent or Merger Sub or any of Parent’s their respective Subsidiaries under, any of the terms, conditions or provisions of any Contract or Parent Permit (including any Environmental Permit) to which MPCParent, Parent Merger Sub or any of Parent’s their respective Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected or (iii) result in the exercisability of any right to purchase or acquire any asset of Parent or any of its Subsidiaries, except, in the case of clauses clause (ii) (x), (ii) (y) and (iiiB), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as, individually or in the aggregate, would not have a reasonably be expected to be material to Parent Material Adverse Effect or prevent or materially impair the consummation of the transactions contemplated hereby. (c) The vote or consent of Parent as the sole member of Merger Sub is the only vote or consent of the members of Merger Sub necessary to adopt this Agreement and approve the transactions contemplated hereby. (d) None of the Parent Entities or any of their Subsidiaries holds any Interests or other partnership interests, capital stock, voting securities or equity interests of the Partnership or any of its Subsidiaries, or holds any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for any such Interests or other partnership interests, shares of capital stock, voting securities or equity interests, or any rights, warrants, options, calls, commitments or any other agreements to purchase or acquire any such Interests or other partnership interests, shares of capital stock, voting securities or equity interests or any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for, any such Interests or other partnership interests, shares of capital stock, voting securities or equity intereststaken as a whole.

Authority; Noncontravention; Voting Requirements. (a) Each of the Parent Entities has all requisite necessary entity power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyby this Agreement. The execution, delivery and performance by the Parent Entities of this Agreement, and the consummation of the transactions contemplated herebyby this Agreement, have been duly authorized and approved by each of PBF LLC as the managing member of Merger Sub Sub, PBF LLC as the sole member of HoldCo, Parent as the managing member of PBF LLC, and Parent, as its sole member, by Parent GP, for itself and on behalf of Parent, and by MPC and no other entity action on the part of the any Parent Entities Entity is necessary to authorize the execution, delivery and performance by the Parent Entities of this Agreement and the consummation of the transactions contemplated herebyby this Agreement. This Agreement has been duly executed and delivered by each of the Parent Entities and, assuming due authorization, execution and delivery of this Agreement by the Partnershipother parties hereto, constitutes a legal, valid and binding obligation of each of the Parent Entities, enforceable against each of them in accordance with its terms, except as such enforcement may be limited by the Enforceability Exceptions. (b) Neither the execution and delivery of this Agreement by the Parent Entities, Entities nor the consummation by the Parent Entities of the transactions contemplated herebyby this Agreement, nor compliance by the Parent Entities with any of the terms or provisions of this Agreement, will (i) contravene, conflict with or with, violate any provision of, result in any breach of, or require the consent of any Person under, the terms, conditions or provisions of the MPC Charter Documents, the Parent Charter Organizational Documents or any of the Parent Subsidiary DocumentsEntities, (ii) assuming that the authorizations, consents and approvals referred to in Section 4.4 5.4 are obtained and the filings referred to in Section 4.4 5.4 are made, (x) contravene, violate or conflict with any applicable Law, judgment, writ or injunction of any Governmental Authority applicable to MPC, the Parent or any of Parent’s Subsidiaries Entities or any of their respective properties or assets, or (y) violate, conflict with, result in the loss 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, give rise to a right to receive a change of control payment (or similar payment) under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, MPC, any Parent or any of Parent’s Subsidiaries Entity under, any of the terms, conditions or provisions of any Contract or Parent Permit (including any Environmental Permit) , to which MPC, any Parent or any of Parent’s Subsidiaries Entity is a party, or by which they or any of their respective properties or assets may be bound or affected or (iii) result in the exercisability of any right to purchase or acquire any material asset of any Parent or any of its SubsidiariesEntity, except, in the case of clauses clause (ii) (x), (ii) (y) and (iii), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens asthat have not had and would not reasonably be expected to have, individually or in the aggregate, would not have a Parent Material Adverse Effect or prevent or materially impair the consummation of the transactions contemplated herebyEffect. (c) The No vote of holders of any class or consent series of the capital stock of Parent as the sole member of Merger Sub is the only vote or consent of the members of Merger Sub necessary to adopt this Agreement and approve the transactions contemplated herebyParent Stock Issuance. (d) None The Parent Board, at a meeting duly called and held, unanimously approved this Agreement and the Support Agreement and the transactions contemplated hereby and thereby, including the Merger and Parent Stock Issuance, and the execution, delivery and performance of this Agreement and the Parent Entities or any Support Agreement. (e) Parent, in its capacity as the Managing Member of their Subsidiaries holds any Interests or other partnership interestsPBF LLC, capital stockunanimously approved this Agreement and the Support Agreement and the transactions contemplated hereby and thereby, voting securities or equity interests including the Merger, and the execution, delivery and performance of this Agreement and the Partnership or any of its Subsidiaries, or holds any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for any such Interests or other partnership interests, shares of capital stock, voting securities or equity interests, or any rights, warrants, options, calls, commitments or any other agreements to purchase or acquire any such Interests or other partnership interests, shares of capital stock, voting securities or equity interests or any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for, any such Interests or other partnership interests, shares of capital stock, voting securities or equity interestsSupport Agreement.