Common use of Authorization of Agreement; No Violation; No Consents Clause in Contracts

Authorization of Agreement; No Violation; No Consents. This Agreement has been duly executed and delivered by Buyer. Except for the approval of Buyer’s Board of Directors and of Buyer’s senior lender(s), Buyer has the full corporate power and authority to enter into this Agreement, to make the representations, warranties, covenants and agreements made herein and to consummate the transactions contemplated hereby. Assuming the approval of Buyer’s Board of Directors and of its senior lender(s), neitherThe execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action on the part of Buyer. Neither the execution and delivery of this Agreement by Buyer nor the consummation by Buyer of the transactions contemplated hereby will conflict with, result in a breach, default or violation of, or require the consent of a third party under (a) the terms, provisions or conditions of the Certificate of Incorporation or Bylaws of Buyer or (b) to the knowledge of Buyer, any judgment, decree or order or any governmental permit, certificate, material agreement, license, law, statute, rule or regulation or any judgment, decree or order to which Buyer is a party or is subject, or to which the business, assets or operations of Buyer are subject, except for (i) Customary Post-Closing Consents and (ii) any conflict, breach, default or violation that would not have, individually or in the aggregate, a Material Adverse Effect. For purposes of this Agreement, the terms "knowledge," "known" or any similar term, as applied to Buyer shall mean the actual knowledge of the executive officers and key operational and management personnel of Buyer or other authorized agents of Buyer (to the extent employees or agents of an affiliate of Buyer) who reviewed information or otherwise performed due diligence in connection with Buyer's assessment and analysis of this transaction.

Authorization of Agreement; No Violation; No Consents. This Agreement has been duly executed and delivered by BuyerSeller. Except for the approval of Buyer’s Board of Directors and of Buyer’s senior lender(s), Buyer Seller has the full corporate power and authority to enter into this Agreement, to make the representations, warranties, covenants and agreements made herein and to consummate the transactions contemplated hereby. Assuming the approval of Buyer’s Board of Directors and of its senior lender(s), neitherThe The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action on the part of BuyerSeller. Neither Except as set forth on Section 4.4 of the Disclosure Schedule, neither the execution and delivery of this Agreement by Buyer Seller nor the consummation by Buyer Seller of the transactions contemplated hereby (a) will conflict with, result in a breach, default or violation of, or require the consent of a any third party or give rise to a right of acceleration, termination, option to purchase or sell any asset or otherwise adjust any material term (e.g., any price or interest rate) (with or without notice, lapse of time, or both) under (ai) the terms, provisions or conditions of the Certificate of Incorporation or Bylaws of Buyer Seller or ELPC or under the Partnership Agreements, or (bii) to the knowledge of BuyerSeller, any judgment, decree or order or any decree, order, governmental permit, certificate, material agreement, license, law, statute, rule or rule, regulation or any judgment, decree material contract or order agreement to which Buyer Seller or ELPC is a party or is subject, or to which the business, assets or operations of Buyer are ELPC's Business is subject, except for (iA) Customary Post-Closing Consents Consents, and (iiB) any conflict, breach, default default, violation, or violation consent that would not have, individually or in the aggregate, a Seller Material Adverse Effect. For purposes , or (b) will result in the creation of this Agreementany Encumbrance on the ELPC Shares, the terms "knowledge," "known" General Partnership Interests or any similar term, as applied to Buyer shall mean the actual knowledge of the executive officers and key operational and management personnel of Buyer Limited Partner Interests or other authorized agents assets of Buyer (to the extent employees ELPC, ELPLP, ELPOLP, ETS or agents of an affiliate of Buyer) who reviewed information or otherwise performed due diligence in connection with Buyer's assessment and analysis of this transactionENGL.

Authorization of Agreement; No Violation; No Consents. This Agreement Each of the Sellers and the Company has been duly executed and delivered by Buyer. Except for the approval of Buyer’s Board of Directors and of Buyer’s senior lender(s), Buyer has the full corporate power and authority to enter into this AgreementAgreement and the other documents delivered pursuant to this Agreement (collectively, the "Documents") to the extent each is a party thereto and the capacity and authority to make the representations, warranties, covenants and agreements made herein and to consummate or therein. Except as set forth on Schedule 2.14, neither the transactions contemplated hereby. Assuming execution or delivery of the approval of Buyer’s Board of Directors and of its senior lender(s), neitherThe execution, delivery and performance of this Agreement and Documents nor the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action on the part of Buyer. Neither the execution and delivery of this Agreement by Buyer nor the consummation by Buyer of the transactions contemplated hereby herein or therein (a) will conflict with, with or result in a breach, default or violation of, or require the consent of a third party under (ai) any of the terms, provisions or conditions of the Certificate Articles of Incorporation or Bylaws of Buyer the Company (copies of all of which organization documents are attached as Schedule 2.14) or (bii) to the knowledge of Buyerany agreement, any document, instrument, judgment, decree or order or any decree, order, governmental permit, certificate, material agreement, license, law, statute, rule or regulation or any judgment, decree or order to which Buyer any Seller or the Company is a party or to which it is subjectsubject (including without limitation the trust agreement and/or declaration of trust forming SBJ Trust), (b) will result in the creation of any lien, charge or other encumbrance on any property or assets of the Company, or (c) will require any Seller or the Company to which obtain the businessconsent of any private nongovernmental third party not already obtained. Except as expressly contemplated by the Documents, assets no consent, action, approval or operations of Buyer are subjectauthorization of, except for (i) Customary Post-Closing Consents and (ii) or registration, declaration or filing with, any conflictgovernmental department, breachcommission, default agency or violation that would not haveother instrumentality or any other person or entity is required to authorize, individually or is otherwise required in the aggregate, a Material Adverse Effect. For purposes of this Agreementconnection with, the terms "knowledge," "known" or any similar term, as applied to Buyer shall mean the actual knowledge execution and delivery of the executive officers Documents by any Seller or the Company or their performance of the terms of the Documents or the validity or enforceability of the Documents. This Agreement and key operational each Document delivered pursuant hereto constitutes the legal, valid and management personnel binding obligation of Buyer or other authorized agents of Buyer the Company and each Seller (to the extent employees a party thereto) enforceable against each such person in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and to the principles of equity (whether enforcement is sought in a proceeding in equity or agents of an affiliate of Buyer) who reviewed information or otherwise performed due diligence in connection with Buyer's assessment and analysis of this transactionat law).

Authorization of Agreement; No Violation; No Consents. This Agreement has been duly executed and delivered by BuyerSeller. Except for the approval of Buyer’s Board of Directors and of Buyer’s senior lender(s), Buyer Seller has the full corporate power and authority to enter into this Agreement, to make the representations, warranties, covenants and agreements made herein and to consummate the transactions contemplated hereby. Assuming the approval of Buyer’s Board of Directors and of its senior lender(s), neitherThe The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action on the part of BuyerSeller and its affiliates. Neither Except for Federal Energy Regulatory Commission ("FERC" or Commission”) requirements, neither the execution and delivery of this Agreement by Buyer Seller nor the consummation by Buyer Seller of the transactions contemplated hereby (a) will conflict with, result in a breach, default or violation of, or require the consent of a any third party under (ai) the terms, provisions or conditions of the Certificate of Incorporation or Bylaws of Buyer Seller or such affiliates or (bii) to the knowledge of BuyerSeller, any judgment, decree or order or any decree, order, governmental permit, certificate, material agreement, license, law, statute, rule or regulation to which either Seller or any judgment, decree or order to which Buyer such affiliate is a party or is subject, or to which any of the business, assets or operations of Buyer Assets are subject, except for (iA) Customary consents and approvals from governmental authoritiesGovernmental Authorities that are discussed in Sections 4.4 and 6.7 below or are customarily obtained after closing in connection with the transactions contemplated hereby (the " "CustomaryCustomary Post-Closing Consents Consents") and (iiB) any conflict, breach, default default, violation, or violation consent that would not have, individually or in the aggregate, a Material Adverse Effect, or (b) will result in the creation of any lien, charge or other encumbrance on any of the Assets. For purposes of this Agreement, occurrences or conditions shall have a" "MaterialMaterial Adverse Effect" if they individually or collectively have an adverse effect on the use, ownership or operation of the Assets to Buyer, taking into account the nature and valuation of the Assets, in an amount exceeding 2.5%[2.5%] of the Purchase Price, or materially hinder or impede the consummation of the transactions contemplated by this Agreement. For purposes of this Agreement, the terms "knowledge," "known" or any similar term, as applied to Buyer Seller, shall mean the actual knowledge of the executive officers and key operational and management personnel of Buyer or Seller, and also includes other authorized agents of Buyer Seller (to the extent employees or agents of Seller or an affiliate of BuyerSeller) who reviewed prepared or provided information or otherwise performed due diligence to Buyer in connection with Buyer's assessment and analysis of this transaction.

Authorization of Agreement; No Violation; No Consents. This Agreement has been duly executed and delivered by BuyerSeller. Except for the approval of Buyer’s Board of Directors and of Buyer’s senior lender(s), Buyer Seller has the full corporate power and authority to enter into this Agreement, to make the representations, warranties, covenants and agreements made herein and to consummate the transactions contemplated hereby. Assuming the approval of Buyer’s Board of Directors and of its senior lender(s), neitherThe The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action on the part of BuyerSeller. Neither Except as set forth on Section 4.4 of the Disclosure Schedule, neither the execution and delivery of this Agreement by Buyer Seller nor the consummation by Buyer Seller of the transactions contemplated hereby (a) will conflict with, result in a breach, default or violation of, or require the consent of a any third party or give rise to a right of acceleration, termination, option to purchase or sell any asset or otherwise adjust any material term (e.g., any price or interest rate) (with or without notice, lapse of time, or both) under (ai) the terms, provisions or conditions of the Certificate of Incorporation or Bylaws of Buyer Seller or ELPC or under the Partnership Agreements, or (bii) to the knowledge of BuyerSeller, any judgment, decree or order or any decree, order, governmental permit, certificate, material agreement, license, law, statute, rule or rule, regulation or any judgment, decree material contract or order agreement to which Buyer Seller or ELPC is a party or is subject, or to which the business, assets or operations of Buyer are ELPC's Business is subject, except for (iA) Customary Post-Post- Closing Consents Consents, and (iiB) any conflict, breach, default default, violation, or violation consent that would not have, individually or in the aggregate, a Seller Material Adverse Effect. For purposes , or (b) will result in the creation of this Agreementany Encumbrance on the ELPC Shares, the terms "knowledge," "known" General Partnership Interests or any similar term, as applied to Buyer shall mean the actual knowledge of the executive officers and key operational and management personnel of Buyer Limited Partner Interests or other authorized agents assets of Buyer (to the extent employees or agents of an affiliate of Buyer) who reviewed information or otherwise performed due diligence in connection with Buyer's assessment ELPC, ELPLP, ELPOLP, ETS and analysis of this transactionENGL.