Common use of Authorization; Validity of Agreement Clause in Contracts

Authorization; Validity of Agreement. (a) The Partnership has the requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. (b) The execution and delivery by the Partnership of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized in accordance with the Certificate of Limited Partnership and the Limited Partnership Agreement, and no other proceedings on the part of the Partnership are necessary to authorize the execution and delivery of this Agreement by the Partnership and the consummation of the transactions contemplated hereby. (c) This Agreement has been duly executed and delivered by the Partnership and, assuming due authorization, execution and delivery of this Agreement by PDC and LLC, is a legal, valid and binding obligation of the Partnership, enforceable against the Partnership in accordance with its terms, except that such enforcement may be subject to or limited by (i) bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors’ rights generally, and (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authorization; Validity of Agreement. (a) The Partnership MergerCo has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. (b) . The execution execution, delivery and delivery performance by the Partnership MergerCo of this Agreement and the consummation by MergerCo of the transactions contemplated hereby have been duly authorized in accordance with by its Board of Directors and, other than the Certificate approval and adoption of Limited Partnership and this Agreement by the Limited Partnership Agreementstockholders of MergerCo, and no other corporate proceedings on the part of the Partnership MergerCo are necessary to authorize the execution and delivery of this Agreement by the Partnership and the consummation of the transactions contemplated hereby. (c) . This Agreement has been duly executed and delivered by the Partnership MergerCo and, assuming due authorization, execution and delivery of this Agreement by PDC and LLCthe Company, is a legal, valid and binding obligation of the Partnership, MergerCo enforceable against the Partnership it in accordance with its terms, except that such enforcement may be subject to or limited by (i) bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors’ creditors rights generally, and (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authorization; Validity of Agreement. (a) The Partnership Retiring Partner has the requisite corporate power and authority to execute execute, deliver and deliver perform this Agreement and to consummate the transactions contemplated hereby. (b) . The execution execution, delivery and delivery performance by the Partnership Retiring Partner of this Agreement and the consummation by Retiring Partner of the transactions contemplated hereby have been duly authorized in accordance with by the Certificate board of Limited Partnership and the Limited Partnership Agreement, directors of Retiring Partner and no other proceedings on the part of the Partnership Retiring Partner are necessary to authorize the execution and delivery of this Agreement by the Partnership Retiring Partner and the consummation of the transactions contemplated hereby. (c) . This Agreement has been duly executed and delivered by the Partnership Retiring Partner and, assuming due authorization, execution and delivery of this Agreement by PDC the Company, TEF GP and LLCthe Partnership, is a legal, valid and binding obligation of the Partnership, Retiring Partner enforceable against the Partnership it in accordance with its terms, except that such enforcement may be subject to or limited by (ia) bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors’ rights generally, and (iib) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).