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

Authorization, Execution, Delivery and Enforceability of Certain Agreements. At each applicable Delivery Date: (i) each of the Transaction Agreements will have been duly authorized, executed and delivered by the Partnership Parties party thereto and will be a valid and legally binding agreement of such Partnership Parties, enforceable against such Partnership Parties in accordance with its terms; (ii) the Partnership Agreement will have been duly authorized, executed and delivered by the General Partner and Antero and will be a valid and legally binding agreement of the partners of the Partnership, enforceable against the partners in accordance with its terms; (iii) the GP LLC Agreement will have been duly authorized, executed and delivered by Antero Investment and will be a valid and legally binding agreement of Antero Investment, enforceable against Antero Investment in accordance with its terms; and (iv) the Midstream Operating LLC Agreement will have been duly authorized, executed and delivered by the Partnership and will be a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; provided, that, with respect to each such agreement, the enforceability thereof may be limited by (A) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles (whether considered in a proceeding at law or in equity) relating to enforceability and (B) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing (collectively, the “Enforceability Exceptions”).

Authorization, Execution, Delivery and Enforceability of Certain Agreements. At or before the Closing Date and on each applicable Delivery Datesettlement date: (i) i. each of the Transaction Agreements Documents will have been duly authorized, executed and delivered by the Partnership Parties BP Entities party thereto and will be a valid and legally binding agreement of such Partnership PartiesBP Entity, enforceable against such Partnership Parties BP Entity in accordance with its terms; (ii) . the Partnership Agreement will have been duly authorized, executed and delivered by the General Partner and Antero BP Holdco and will be a valid and legally binding agreement of the partners of the PartnershipGeneral Partner and BP Holdco, enforceable against the partners General Partner and BP Holdco in accordance with its terms; (iii) . the GP LLC Agreement will have been duly authorized, executed and delivered by Antero Investment BP Holdco and will be a valid and legally binding agreement of Antero InvestmentBP Holdco, enforceable against Antero Investment BP Holdco in accordance with its terms; and (iv) . the Midstream limited liability company agreements of each of the Operating LLC Agreement Subsidiaries will have been duly authorized, executed and delivered by the Partnership members thereof and will be a valid and legally binding agreement agreements of the Partnershipmembers thereof, enforceable against the Partnership them in accordance with its their respective terms; provided, that, with respect to each such agreement, the enforceability thereof may be limited by (A) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or and similar laws relating to or affecting the enforcement of creditors’ rights and remedies generally or and by equitable general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law or in equitylaw) relating to enforceability and (B) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing (collectively, the “Enforceability Exceptions”)dealing.

Authorization, Execution, Delivery and Enforceability of Certain Agreements. At each applicable Delivery Date: (i) each of the Transaction Agreements Documents will have been duly authorized, executed and delivered by the Partnership Parties Entities party thereto and will be a valid and legally binding agreement of such Partnership PartiesEntity, enforceable against such Partnership Parties Entity in accordance with its terms; (ii) the Partnership Agreement will have been duly authorized, executed and delivered by the General Partner and Antero LP Holdco and will be a valid and legally binding agreement of the partners of the PartnershipGeneral Partner and LP Holdco, enforceable against the partners General Partner and LP Holdco in accordance with its terms; (iii) the GP LLC Agreement will have been duly authorized, executed and delivered by Antero Investment SPLC and will be a valid and legally binding agreement of Antero InvestmentSPLC, enforceable against Antero Investment SPLC in accordance with its terms; and (iv) the Midstream limited liability company agreements and partnership agreements, as applicable, of each of the Operating LLC Agreement Subsidiaries will have been duly authorized, executed and delivered by the Partnership members or partners, as applicable, thereof and will be a valid and legally binding agreement agreements of the Partnershipmembers thereof, enforceable against the Partnership them in accordance with its their respective terms; provided, that, with respect to each such agreement, the enforceability thereof may be limited by (A) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or and similar laws relating to or affecting the enforcement of creditors’ rights and remedies generally or and by equitable general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law or in equitylaw) relating to enforceability and (B) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing (collectively, the “Enforceability Exceptions”)dealing.

Authorization, Execution, Delivery and Enforceability of Certain Agreements. At each applicable or before the Initial Delivery Date: (i) each of the The Transaction Agreements Documents will have been duly authorized, executed and delivered by the Partnership Parties party parties thereto and each will be a valid and legally binding agreement of such Partnership Partiesthe parties thereto, enforceable against such Partnership Parties parties in accordance with its terms; (ii) the Partnership Agreement will have been duly authorized, executed and delivered by the General Partner and Antero and will be a valid and legally binding agreement of the partners of the PartnershipGeneral Partner, enforceable against the partners General Partner in accordance with its terms;; and (iii) the GP LLC Agreement will have been duly authorized, executed and delivered by Antero Investment HH GP Holding, Xx. Xxxxxx and Xx. Xxxxxx and will be a valid and legally binding agreement of Antero InvestmentHH GP Holding, Xx. Xxxxxx and Xx. Xxxxxx, enforceable against Antero Investment in accordance with its terms; and (iv) the Midstream Operating LLC Agreement will have been duly authorized, executed and delivered by the Partnership and will be a valid and legally binding agreement each of the Partnership, enforceable against the Partnership them in accordance with its terms; provided, that, with respect to each such agreementagreement described in this Section 1(x), the enforceability thereof may be limited by (A) applicable bankruptcy, insolvency, fraudulent transfertransfer or conveyance, reorganization, moratorium or and similar laws relating to or affecting the enforcement of creditors’ ' rights generally or and by equitable general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law or law); and provided further, that the indemnity, contribution and exoneration provisions contained in equity) relating to enforceability and (B) public policy, any of such agreements may be limited by applicable law laws relating to fiduciary duties and indemnification duties, public policy and an implied covenant of good faith and fair dealing (collectively, the “Enforceability Exceptions”)fair-dealing.

Authorization, Execution, Delivery and Enforceability of Certain Agreements. At each applicable Delivery Date: (i) each of the Transaction Agreements Amended and Restated GP LLC Agreement will have been duly authorized, executed and delivered by the Partnership Parties party thereto GPRE and will be a valid and legally binding agreement of such Partnership PartiesGPRE, enforceable against such Partnership Parties GPRE in accordance with its terms; (ii) the Partnership Agreement will have been duly authorized, executed and delivered by GPRE and the General Partner and Antero and will be a valid and legally binding agreement of GPRE and the partners of the PartnershipGeneral Partner, enforceable against the partners each of them in accordance with its terms; (iiiiv) each of the GP LLC Agreement Transaction Agreements will have been duly authorized, executed and delivered by Antero Investment each of the GPRE Parties and Partnership Parties and will be a valid and legally binding agreement agreements of Antero Investmenteach of the GPRE Parties and Partnership Parties, enforceable against Antero Investment such GPRE Parties and Partnership Parties in accordance with its their terms; and (iv) the Midstream Operating LLC Agreement will have been duly authorized, executed and delivered by the Partnership and will be a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; provided, provided that, with respect to each such agreement, the enforceability thereof may be limited by (Ai) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or and similar laws relating to or affecting the enforcement of creditors’ rights generally or and by equitable general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law or in equitylaw) relating to enforceability and (Bii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing (collectively, the “Enforceability Exceptions”)dealing.

Authorization, Execution, Delivery and Enforceability of Certain Agreements. At each applicable Delivery Date: (i) each of the Transaction Agreements GP LLC Agreement will have been duly authorized, executed and delivered by Empire and each of the Partnership Parties party thereto GP Membership Holders and will be a valid and legally binding agreement of such Partnership PartiesEmpire and each of the GP Membership Holders, enforceable against such Partnership Parties each of them in accordance with its terms; (ii) the Partnership Agreement will have been duly authorized, executed and delivered by Empire and the General Partner and Antero and will be a valid and legally binding agreement of Empire and the partners of the PartnershipGeneral Partner, enforceable against the partners each of them in accordance with its terms; (iii) each of the GP LLC Agreement Transaction Documents will have been duly authorized, executed and delivered by Antero Investment Empire or the Partnership Entities party thereto, and each will be a valid and legally binding agreement of Antero InvestmentEmpire or such Partnership Entities party thereto, enforceable against Antero Investment such parties in accordance with its terms; and (iv) the Midstream certificates of incorporation, limited liability company agreements and partnership agreements, as applicable, of each of the Operating LLC Agreement Subsidiaries will have been duly authorized, executed and delivered by the Partnership members or partners, as applicable, thereof and will be a valid and legally binding agreement agreements of the Partnershipmembers or partners thereof, as applicable, enforceable against the Partnership them in accordance with its their respective terms; provided, provided that, with respect to each such agreement, the enforceability thereof may be limited by (Ai) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or and similar laws relating to or affecting the enforcement of creditors’ rights and remedies generally or and by equitable general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law or in equitylaw) relating to enforceability and (Bii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing (collectively, the “Enforceability Exceptions”)dealing.

Authorization, Execution, Delivery and Enforceability of Certain Agreements. At each applicable Delivery DateAs of the date hereof: (i1) each of the Transaction Agreements will have General Partner LLC Agreement has been duly authorized, executed and delivered by the Partnership Parties party thereto Höegh LNG and will be is a valid and legally binding agreement of such Partnership PartiesHöegh LNG, enforceable against such Partnership Parties Höegh LNG in accordance with its terms; (ii2) the Original Partnership Agreement has been, and, on the Closing Date, the Amended and Restated Partnership Agreement will have been be, duly authorized, executed and delivered by the General Partner and Antero Höegh LNG and will be a valid and legally binding agreement of the partners of the PartnershipGeneral Partner and Höegh LNG, enforceable against the partners each of them in accordance with its terms; (iii3) the GP OpCo LLC Agreement will have been duly authorized, executed and delivered by Antero Investment and will be a valid and legally binding agreement of Antero Investment, enforceable against Antero Investment in accordance with its terms; and (iv) the Midstream Operating LLC Agreement will have has been duly authorized, executed and delivered by the Partnership and will be is a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; and (4) each of the Operating Subsidiaries’ Organizational Agreements has been duly authorized, executed and delivered by the Operating Company or Höegh Lampung, as applicable, and each such agreement is a valid and legally binding agreement, enforceable against the Operating Company or Höegh Lampung, as applicable, in accordance with the terms of such agreement. provided, thathowever, that with respect to each such agreementagreement described in this Section 1(u), the enforceability thereof may be limited by (A) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, winding-up, moratorium or and similar laws relating to or affecting the enforcement of creditors’ rights generally or and by equitable general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law or law); and provided further that the indemnity, contribution and exoneration provisions with respect to violations of federal securities laws contained in equity) relating to enforceability any of such agreements may be limited by applicable laws and (B) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing (collectively, the “Enforceability Exceptions”).

Authorization, Execution, Delivery and Enforceability of Certain Agreements. At each applicable Delivery Dateor before the initial Date of Delivery: (ia) each of the Transaction Agreements Documents will have been duly authorized, executed and delivered by the Partnership Parties party parties thereto and each will be a valid and legally binding agreement of such Partnership Partiesthe parties thereto, enforceable against such Partnership Parties parties in accordance with its terms;; and (iib) the Partnership Agreement, the OLP Partnership Agreement, the OLP GP LLC Agreement, the Leasing GP LLC Agreement, the Leasing LP Partnership Agreement, the GP Partnership Agreement, the GP LLC Agreement, the MLP LP LLC Agreement and the LP LLC Agreement (collectively, the “Organizational Agreements”) will have been duly authorized, executed and delivered by the General Partner and Antero partners or members thereto, and will be a valid and legally binding agreement agreements of the partners of the Partnershipsuch parties, enforceable against the partners such parties in accordance with its terms; (iii) the GP LLC Agreement will have been duly authorized, executed and delivered by Antero Investment and will be a valid and legally binding agreement of Antero Investment, enforceable against Antero Investment in accordance with its their terms; and (iv) the Midstream Operating LLC Agreement will have been duly authorized, executed and delivered by the Partnership and will be a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; provided, provided that, with respect to each such agreementagreement described in this Section 1(xxv), the enforceability thereof may be limited by (Ai) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or and similar laws relating to or affecting the enforcement of creditors’ rights generally or and by equitable general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law or in equitylaw) relating to enforceability and (Bii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing (collectively, dealing. The Transaction Documents and the Organizational Agreements are collectively referred to herein as the “Enforceability ExceptionsOperative Agreements.”).

Authorization, Execution, Delivery and Enforceability of Certain Agreements. At each applicable Delivery Date: (i) each of the The Transaction Agreements Documents will have been duly authorized, executed and delivered by the Partnership Parties party parties thereto and each will be a valid and legally binding agreement of such Partnership Partiesthe parties thereto, enforceable against such Partnership Parties parties in accordance with its terms; (ii) the Partnership Agreement will have been duly authorized, executed and delivered by the General Partner and Antero and will be a valid and legally binding agreement of the partners of the PartnershipGeneral Partner, enforceable against the partners General Partner in accordance with its terms;; and (iii) the GP LLC Agreement will have been duly authorized, executed and delivered by Antero Investment HH GP Holding, Xx. Xxxxxx and Xx. Xxxxxx and will be a valid and legally binding agreement of Antero InvestmentHH GP Holding, Xx. Xxxxxx and Xx. Xxxxxx, enforceable against Antero Investment each of them in accordance with its terms; and; (iv) the Midstream Operating MLP GP LLC Agreement will have been duly authorized, executed and delivered by the Partnership and Xxxxxx Inc. and will be a valid and legally binding agreement of the PartnershipPartnership and Xxxxxx Inc., enforceable against the Partnership each of them in accordance with its terms; provided, however, that, with respect to each such agreementagreement described in this Section 1(x), the enforceability thereof may be limited by (A) applicable bankruptcy, insolvency, fraudulent transfertransfer or conveyance, reorganization, moratorium or and similar laws relating to or affecting the enforcement of creditors’ rights generally or and by equitable general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law or law); and provided further that the indemnity, contribution and exoneration provisions contained in equity) relating to enforceability and (B) public policy, any such agreements may be limited by applicable law laws relating to fiduciary duties and indemnification duties, public policy and an implied covenant of good faith and fair dealing (collectively, the “Enforceability Exceptions”)dealing.

Authorization, Execution, Delivery and Enforceability of Certain Agreements. At each applicable Delivery Date: (i) each of the Transaction Agreements GP LLC Agreement will have been duly authorized, executed and delivered by the Partnership Parties party thereto GPRE and will be a valid and legally binding agreement of such Partnership PartiesGPRE, enforceable against such Partnership Parties GPRE in accordance with its terms; (ii) the Partnership Agreement will have been duly authorized, executed and delivered by GPRE and the General Partner and Antero and will be a valid and legally binding agreement of GPRE and the partners of the PartnershipGeneral Partner, enforceable against the partners each of them in accordance with its terms; (iiiiv) each of the GP LLC Agreement Transaction Agreements will have been duly authorized, executed and delivered by Antero Investment each of the GPRE Parties and Partnership Parties and will be a valid and legally binding agreement agreements of Antero Investmenteach of the GPRE Parties and Partnership Parties, enforceable against Antero Investment such GPRE Parties and Partnership Parties in accordance with its their terms; and (iv) the Midstream Operating LLC Agreement will have been duly authorized, executed and delivered by the Partnership and will be a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; provided, provided that, with respect to each such agreement, the enforceability thereof may be limited by (Ai) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or and similar laws relating to or affecting the enforcement of creditors’ rights generally or and by equitable general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law or in equitylaw) relating to enforceability and (Bii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing (collectively, the “Enforceability Exceptions”)dealing.

Authorization, Execution, Delivery and Enforceability of Certain Agreements. At each applicable Delivery On the Closing Date: (i) each of the Transaction Agreements Partnership Agreement will have been be duly authorized, executed and delivered by the Partnership Parties General Partner and will be a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms; (ii) the GP LLC Agreement will be duly authorized, executed and delivered by DD LLC and will be a valid and legally binding agreement of DD LLC, enforceable against DD LLC in accordance with its terms; (iii) the Contribution Agreement will be duly authorized, executed and delivered by the parties thereto and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; (iv) the Services Agreement will be duly authorized, executed and delivered by the parties thereto and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; (v) the EEP Purchase Agreement will be duly authorized, executed and delivered by the parties thereto; and (vi) the Credit Facility will be duly authorized, executed and delivered by each of the Enterprise Entities who are party thereto and will be a valid and legally binding agreement of such Partnership Partieseach of them, enforceable against such Partnership Parties each of them in accordance with its terms; (ii) the Partnership Agreement will have been duly authorized, executed and delivered by the General Partner and Antero and will be a valid and legally binding agreement of the partners of the Partnership, enforceable against the partners in accordance with its terms; (iii) the GP LLC Agreement will have been duly authorized, executed and delivered by Antero Investment and will be a valid and legally binding agreement of Antero Investment, enforceable against Antero Investment in accordance with its terms; and (iv) the Midstream Operating LLC Agreement will have been duly authorized, executed and delivered by the Partnership and will be a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; provided, that. except, with respect to each such agreementagreement described in this Section 1(s), as the enforceability thereof may be limited by (A) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or and other similar laws relating to or affecting the enforcement of creditors’ rights generally or and by equitable general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law or in equity) relating to enforceability and (B) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing (collectively, the “Enforceability Exceptions”law).