Common use of Authorization, Execution and Enforceability of Certain ARLP Agreements Clause in Contracts

Authorization, Execution and Enforceability of Certain ARLP Agreements. (a) The MGP LLC Agreement has been duly authorized, executed and delivered by the Partnership as the sole member of MGP, and is a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; (b) the ARLP Partnership Agreement has been duly authorized, executed and delivered by MGP and SGP and is a valid and legally binding agreement of MGP and SGP, enforceable against MGP and SGP in accordance with its terms; (c) the Intermediate Partnership Agreement has been duly authorized, executed and delivered by ARLP as the limited partner and by SGP and MGP as the general partners, and is a valid and legally binding agreement of each of them, enforceable against them in accordance with its terms; and (d) the Operating Company LLC Agreement has been duly authorized, executed and delivered by each of the Intermediate Partnership and the MGP and is a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; provided that, with respect to each agreement described above, the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); provided further, that the indemnity, contribution and exoneration provisions contained in any of such agreements may be limited by applicable laws and public policy.

Authorization, Execution and Enforceability of Certain ARLP Agreements. As of each Delivery Date: (ai) The MGP LLC Agreement has been duly authorized, executed and delivered by the Partnership as the sole member of MGP, and is a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; (bii) the ARLP Partnership Agreement has been duly authorized, executed and delivered by MGP and SGP and is a valid and legally binding agreement of MGP and SGP, enforceable against MGP and SGP in accordance with its terms; (ciii) the Intermediate Partnership Agreement has been duly authorized, executed and delivered by ARLP as the limited partner and by SGP and MGP as the general partners, and is a valid and legally binding agreement of each of them, enforceable against them in accordance with its terms; and; (div) the Operating Company LLC Agreement has been duly authorized, executed and delivered by each of the Intermediate Partnership and the MGP and is a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; provided that, with respect to each agreement described abovein this Section 1(cc), the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); provided further, ; that the indemnity, contribution and exoneration provisions contained in any of such agreements may be limited by applicable laws and public policy.

Authorization, Execution and Enforceability of Certain ARLP Agreements. (ai) The ARLP MGP LLC Agreement has been duly authorized, executed and delivered by the Partnership and ARM GP as the sole member only members of ARLP MGP, and is a valid and legally binding agreement of the Partnershipeach of them, enforceable against the Partnership them in accordance with its terms; (bii) the ARLP Partnership Agreement has been duly authorized, executed and delivered by ARLP MGP and SGP and is a valid and legally binding agreement of MGP and SGPARLP MGP, enforceable against ARLP MGP and SGP in accordance with its terms; (ciii) the Intermediate Partnership Agreement has been duly authorized, executed and delivered by ARLP as the limited partner and by ARLP SGP and ARLP MGP as the general partners, and is a valid and legally binding agreement of each of them, enforceable against them in accordance with its terms; and (div) the Operating Company LLC Agreement has been duly authorized, executed and delivered by each of the Intermediate Partnership and the ARLP MGP and is a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; provided that, with respect to each agreement described above, the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); provided further, that the indemnity, contribution and exoneration provisions contained in any of such agreements may be limited by applicable laws and public policy.

Authorization, Execution and Enforceability of Certain ARLP Agreements. As of each Delivery Date: (ai) The the ARLP MGP LLC Agreement has been duly authorized, executed and delivered by the Partnership and ARM GP as the sole member only members of ARLP MGP, and is a valid and legally binding agreement of the Partnershipeach of them, enforceable against the Partnership them in accordance with its terms; (bii) the ARLP Partnership Agreement has been duly authorized, executed and delivered by ARLP MGP and SGP and is a valid and legally binding agreement of MGP and SGPARLP MGP, enforceable against ARLP MGP and SGP in accordance with its terms; (ciii) the Intermediate Partnership Agreement has been duly authorized, executed and delivered by ARLP as the limited partner and by ARLP SGP and ARLP MGP as the general partners, and is a valid and legally binding agreement of each of them, enforceable against them in accordance with its terms; and; (div) the Operating Company LLC Agreement has been duly authorized, executed and delivered by each of the Intermediate Partnership and the ARLP MGP and is a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; provided that, with respect to each agreement described abovein this Section 1(bb), the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); provided further, that the indemnity, contribution and exoneration provisions contained in any of such agreements may be limited by applicable laws and public policy.