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.

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.

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.

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.