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

Authorization, Execution, Delivery and Enforceability of Certain Agreements. (i) the Partnership Agreement has been duly authorized, executed and delivered by the General Partner and LP Holdco and is a valid and legally binding agreement of the General Partner and LP Holdco, enforceable against the General Partner and LP Holdco in accordance with its terms; (ii) the GP LLC Agreement has been duly authorized, executed and delivered by SPLC and is a valid and legally binding agreement of SPLC, enforceable against SPLC in accordance with its terms; and (iii) the limited liability company agreements and partnership agreements, as applicable, of each of the Operating Subsidiaries, Bengal and Poseidon have been duly authorized, executed and delivered by the members or partners, as applicable, thereof and are valid and legally binding agreements of the members thereof, enforceable against them in accordance with 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 and similar laws relating to or affecting creditors’ rights and remedies generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (B) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing.

Authorization, Execution, Delivery and Enforceability of Certain Agreements. As of the date hereof: (i) the General Partner LLC Agreement has been duly authorized, executed and delivered by Höegh LNG and is a valid and legally binding agreement of Höegh LNG, enforceable against Höegh LNG in accordance with its terms; (ii) the Partnership Agreement has been duly authorized, executed and delivered by the General Partner and LP Holdco Höegh LNG and is a valid and legally binding agreement of the General Partner and LP HoldcoHöegh LNG, enforceable against the General Partner and LP Holdco each of them in accordance with its terms; ; (iiiii) the GP OpCo LLC Agreement has been duly authorized, executed and delivered by SPLC the Partnership and is a valid and legally binding agreement of SPLCthe Partnership, enforceable against SPLC the Partnership in accordance with its terms; and and (iiiiv) the limited liability company agreements and partnership agreements, as applicable, of each of the Operating Subsidiaries, Bengal and Poseidon have ’ Organizational Agreements has been duly authorized, executed and delivered by the members Operating Company or partnersHöegh Lampung, as applicable, thereof and are each such agreement is a valid and legally binding agreements of the members thereofagreement, enforceable against them the Operating Company or Höegh Lampung, as applicable, in accordance with their respective terms; the terms of such agreement. provided, thathowever, that with respect to each such agreementagreement described in this Section 6(t), the enforceability thereof may be limited by (A) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, winding-up, moratorium and similar laws relating to or affecting creditors’ rights and remedies generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) ); and (B) provided, further, that the indemnity, contribution and exoneration provisions with respect to violations of federal securities laws contained in any of such agreements may be limited by applicable laws and public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing.

Authorization, Execution, Delivery and Enforceability of Certain Agreements. (ia) The Credit Facility has been duly authorized, executed and delivered by the parties thereto and are valid and legally binding agreement of the Xxxxxx Entities party thereto enforceable against the Xxxxxx Entities party thereto in accordance with its terms; (b) The Partnership Agreement has been duly authorized, executed and delivered by the General Partner and LP Holdco and is a valid and legally binding agreement of the General Partner and LP Holdco, enforceable against the General Partner and LP Holdco in accordance with its terms; and (iic) the The GP LLC Agreement has been duly authorized, executed and delivered by SPLC Xx. Xxxxxx and Xx. Xxxxxx and is a valid and legally binding agreement of SPLCHH GP Holding, Xx. Xxxxxx and Xx. Xxxxxx enforceable against SPLC each of them in accordance with its terms; and (iii) the limited liability company agreements and partnership agreementsprovided, as applicable, of each of the Operating Subsidiaries, Bengal and Poseidon have been duly authorized, executed and delivered by the members or partners, as applicable, thereof and are valid and legally binding agreements of the members thereof, enforceable against them in accordance with their respective terms; providedhowever, that, with respect to each such agreementagreement described above, the enforceability thereof may be limited by (A) applicable bankruptcy, insolvency, fraudulent transfertransfer or conveyance, reorganization, moratorium and similar laws relating to or affecting creditors’ ' rights and remedies 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 (B) public policy, exoneration provisions contained in any of such agreements may be limited by applicable law relating laws related to fiduciary duties and indemnification duties, public policy and an implied covenant of good faith and fair dealing.

Authorization, Execution, Delivery and Enforceability of Certain Agreements. (i) the Partnership Agreement has been duly authorized, executed and delivered by the General Partner and LP Holdco and is a valid and legally binding agreement of the General Partner and LP Holdco, enforceable against the General Partner and LP Holdco in accordance with its terms; (ii) the GP LLC Agreement has been duly authorized, executed and delivered by SPLC and is a valid and legally binding agreement of SPLC, enforceable against SPLC in accordance with its terms; and (iii) the limited liability company agreements agreements, and partnership agreementsbylaws, as applicable, of each of the Operating Subsidiaries, Bengal and Poseidon Subsidiaries have been duly authorized, executed and delivered by the members or partnersPartnership Entities party thereto, as applicable, thereof and are valid and legally binding agreements of the members thereof, enforceable against them in accordance with 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 and similar laws relating to or affecting creditors’ rights and remedies generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (B) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing.

Authorization, Execution, Delivery and Enforceability of Certain Agreements. (i1) the Partnership Agreement has been duly authorized, executed and delivered by the General Partner and LP Holdco BSMC and is a valid and legally binding agreement of the General Partner and LP HoldcoBSMC, enforceable against the General Partner and LP Holdco BSMC in accordance with its terms; ; (ii2) the GP LLC Agreement has been duly authorized, executed and delivered by SPLC the Partnership and is a valid and legally binding agreement of SPLCthe Partnership, enforceable against SPLC the Partnership in accordance with its terms; and and (iii3) the limited liability company agreements and partnership agreementsagreements of limited partnership, as applicable, of each of the Operating Subsidiaries, Bengal and Poseidon have been duly authorized, executed and delivered by the members or limited partners, as applicable, thereof thereof, and are valid validly and legally binding agreements of the members or limited partners, as applicable, thereof, enforceable against them the members or limited partners, as applicable, thereof in accordance with 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 and similar laws relating to or affecting creditors’ rights and remedies generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (Bii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing.