Common use of Authority Relative to This Agreement; Approval; Opinion of Financial Advisor Clause in Contracts

Authority Relative to This Agreement; Approval; Opinion of Financial Advisor. (a) APL and APL Sub have all necessary limited partnership or limited liability company power and authority, and has taken all limited partnership or limited liability company action necessary, to execute, deliver and perform this Agreement and to consummate the transactions contemplated by this Agreement in accordance with the terms of this Agreement. No other limited partnership or limited liability company action by any APL Party is necessary to authorize the execution and delivery by APL or APL Sub of this Agreement and the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by APL and APL Sub and, assuming the due authorization, execution and delivery of this Agreement by Atlas and ATN, constitutes a valid, legal and binding agreement of APL and APL Sub, enforceable against APL in accordance with its terms, except that such enforcement may be subject to (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors’ rights and remedies generally and (ii) general principles of equity. (b) At a meeting duly called and held, the APL Special Committee determined by unanimous vote of all of its members that this Agreement and the transactions contemplated hereby are fair and reasonable to APL, and recommended that the APL Board approve APL’s execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. At a meeting duly called and held, the APL Board (by unanimous vote of all of its members (other than Ex Xxxxx, Jxxxxxxx Xxxxx and Exxxxx Xxxxx, who recused themselves)), after considering the recommendations of the APL Special Committee, has (i) determined that this Agreement and the transactions contemplated hereby are fair and reasonable to APL and (ii) approved APL’s execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. The approval of the members of the APL Special Committee constitutes “Special Approval” as defined in the APL LPA. (c) The APL Special Committee has received the opinion of Sxxxxx, Xxxxxxxx, dated November 8, 2010, to the effect that, as of such date, and based upon and subject to the assumptions, qualifications and limitations set forth in the opinion, the aggregate consideration to be received by APL Sub in connection with the Sale is fair, from a financial point of view, to APL.

Authority Relative to This Agreement; Approval; Opinion of Financial Advisor. (a) APL Each of AHD and APL Sub have AHD GP has all necessary limited partnership or limited liability company power and authority, and has taken all limited partnership or limited liability company action necessary, to execute, deliver and perform this Agreement and to consummate the transactions contemplated by this Agreement in accordance with the terms of this Agreement. No other limited partnership or limited liability company action by any APL Party is necessary to authorize the execution and delivery by APL or APL Sub of this Agreement and the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by APL each of AHD and APL Sub AHD GP and, assuming the due authorization, execution and delivery of this Agreement by Atlas and ATNAtlas, constitutes a valid, legal and binding agreement of APL AHD and APL SubAHD GP, enforceable against APL AHD and AHD GP in accordance with its terms, except that such enforcement may be subject to (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors’ rights and remedies generally and (ii) general principles of equity. (b) At a meeting duly called and held, the APL AHD Special Committee determined by unanimous vote of all of its members that this Agreement and the transactions contemplated hereby are fair and reasonable to APLAHD, and in the best interests of AHD and the Unaffiliated Unitholders, and recommended that the APL AHD Board approve APLAHD’s execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. At a meeting duly called and held, the APL AHD Board (by unanimous vote of all of its members present (other than Ex Exxxxx Xxxxx, Jxxxxxxx Xxxxx and Exxxxx Xxxxx, who recused themselves)abstained), after considering the recommendations of the APL AHD Special Committee, has (i) determined that this Agreement and the transactions contemplated hereby are fair and reasonable to APL AHD, and in the best interests of AHD and the Unaffiliated Unitholders and (ii) approved APLAHD’s execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. The approval of the members of the APL AHD Special Committee constitutes “Special Approval” as defined in the APL AHD LPA. (c) The APL AHD Special Committee has received the opinion of SxxxxxCitigroup Global Markets, Xxxxxxxx, dated November 8, 2010, Inc. (“Citi”) to the effect that, as of the date of such dateopinion, and based upon and subject to the assumptions, qualifications and limitations set forth in the such opinion, the aggregate consideration to be received paid by APL Sub AHD in connection with the Sale is fair, from a financial point of view, to APLAHD.