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

Authorization, Execution, Delivery and Enforceability of Certain Agreements. At or before the time of purchase: (i) the Partnership Agreement will be duly authorized, executed and delivered by the 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 Agreement has been duly authorized, executed and delivered by GP Holdings and is a valid and legally binding agreement of GP Holdings, enforceable against GP Holdings in accordance with its terms; (iii) the GP Holdings Agreement has been duly authorized, executed and delivered by EAC and is a valid and legally binding agreement of EAC, enforceable against EAC in accordance with its terms; (iv) the LP Holdings Agreement has been duly authorized, executed and delivered by EAC and is a valid and legally binding agreement of EAC, enforceable against EAC in accordance with its terms; (v) the OLLC Agreement has been duly authorized, executed and delivered by the Partnership and is a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; (vi) the Administrative 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; (vii) 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; (viii) the EAP Operating Loan has been duly authorized, executed and delivered by each of the Partnership Entities party thereto and is a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; and (ix) the Credit Agreement has been duly authorized, executed and delivered by each of the Partnership Entities party thereto and is a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; except, with respect to each agreement described in this Section 3(q), as the enforceability thereof may be limited (A) by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other 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) and (B) with respect to the indemnity, contribution and exoneration provisions therein, by public policy and applicable laws relating to fiduciary duties and indemnification.

Authorization, Execution, Delivery and Enforceability of Certain Agreements. At or before the time of purchase: (i) the Partnership Agreement will be duly authorized, authorized and executed and validly delivered by the 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 General Partner Partnership Agreement has been will be duly authorized, authorized and executed and validly delivered by GP G&P and Holdings and is will be a valid and legally binding agreement of GP G&P and Holdings, enforceable against GP Holdings each of them in accordance with its terms; (iii) the GP Holdings Eagle Rock G&P LLC Agreement has been will be duly authorized, authorized and executed and validly delivered by EAC Holdings and is will be a valid and legally binding agreement of EACHoldings, enforceable against EAC Holdings in accordance with its terms; (iv) the LP Eagle Rock Holdings Partnership Agreement has been will be duly authorized, authorized and executed and validly delivered by EAC Eagle Rock GP and is will be a valid and legally binding agreement of EACEagle Rock GP, enforceable against EAC Eagle Rock GP in accordance with its terms; (v) the OLLC Eagle Rock Pipeline Partnership Agreement has been will be duly authorized, authorized and executed and validly delivered by the Partnership and is Eagle Rock Pipeline GP and will be a valid and legally binding agreement of the Partnership, each of them and enforceable against the Partnership each of them in accordance with its terms; (vi) the Administrative Services Contribution Agreement will be duly authorized, authorized and executed and validly delivered by the parties Partnership and each of the Eagle Rock Entities party thereto and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; (vii) the Contribution Merger Agreement will be duly authorized, authorized and executed and validly delivered by Holdings and each of the parties Eagle Rock Entities party thereto and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; (viii) the EAP Operating Loan has been Omnibus Agreement will be duly authorized, authorized and executed and validly delivered by Holdings and each of the Partnership Eagle Rock Entities party thereto and is will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; and; (ix) the Amended and Restated Credit Agreement has been will be duly authorized, authorized and executed and validly delivered by each of the Eagle Rock Entities party thereto and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; (x) the Registration Rights Agreement will be duly authorized and executed and validly delivered by each of the Partnership Entities party thereto and is Holdings and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; except, ; with respect to each agreement described in this Section 3(q3(o), as the enforceability thereof may be limited (A) by (bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other 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) and (B) with respect to the indemnity, contribution and exoneration provisions therein, by public policy and applicable laws relating to fiduciary duties and indemnification.

Authorization, Execution, Delivery and Enforceability of Certain Agreements. At or before the time of purchase: (i) the Partnership Agreement will be duly authorized, authorized and executed and validly delivered by the 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 General Partner LLC Agreement has been will be duly authorized, authorized and executed and validly delivered by GP Holdings and is will be a valid and legally binding agreement of GP Holdings, enforceable against GP Holdings in accordance with its terms; (iii) the GP Holdings Quicksilver Operating LLC Agreement has been will be duly authorized, authorized and executed and delivered by EAC and is a valid and legally binding agreement of EAC, enforceable against EAC in accordance with its terms; (iv) the LP Holdings Agreement has been duly authorized, executed and delivered by EAC and is a valid and legally binding agreement of EAC, enforceable against EAC in accordance with its terms; (v) the OLLC Agreement has been duly authorized, executed and validly delivered by the Partnership and is will be a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; (viiv) the Administrative Services Quicksilver OPGP LLC Agreement will be duly authorized, authorized and executed and validly delivered by Quicksilver Operating LLC and will be a valid and legally binding agreement of each of them and enforceable against Quicksilver Operating LLC in accordance with its terms; (v) the Contribution Agreement will be duly authorized and executed and validly delivered by the parties Partnership and each of the Partnership Entities party thereto and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; (vi) the Omnibus Agreement will be duly authorized and executed and validly delivered by Quicksilver and each of the Partnership Entities party thereto and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; (vii) the Contribution Agreement Credit Facility will be duly authorized, authorized and executed and validly delivered by each of the parties Partnership Entities party thereto and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; (viii) the EAP Operating Loan has been Services Agreement will be duly authorized, authorized and executed and validly delivered by each of the Partnership Entities party thereto General Partner and is a valid Quicksilver and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; and (ix) the Credit Agreement has been duly authorized, executed and delivered by each of the Partnership Entities party thereto and is will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; except, ; with respect to each agreement described in this Section 3(q3(o), as the enforceability thereof may be limited (A) by (bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other 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) and (B) with respect to the indemnity, contribution and exoneration provisions therein, by public policy and applicable laws relating to fiduciary duties and indemnification.