Common use of Authorizations; Execution and Validity Clause in Contracts

Authorizations; Execution and Validity. (a) Except with respect to the transfer to Buyer of the Acquired Assets, as of the date of execution of this Agreement, Seller and RVEP have all requisite corporate, partnership and other power and authority to execute and deliver and to perform its obligations under this Agreement and to consummate the transaction contemplated hereby. (b) As of the Closing Date, Seller will have all requisite corporate, partnership and other power and authority to consummate the transfer to Buyer of the Acquired Assets. (c) Except with respect to the transfer to Buyer of the Acquired Assets, as of the date of execution of this Agreement, the execution and delivery of this Agreement by Seller, the performance by Seller of its obligations hereunder, and the consummation by Seller of the transaction contemplated hereby have been duly authorized by all necessary corporate, partnership and other action on the part of Seller and RVEP, if deemed necessary by Seller. (d) Except with respect to the transfer to Buyer of the Acquired Assets, as of the date of execution of this Agreement, this Agreement has been duly and validly executed and delivered by Seller and constitutes a valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereafter in effect affecting creditors' rights generally or general principles of equity. (e) As of the Closing Date, this Agreement will constitute a valid and binding obligation of Seller with respect to the performance by Seller of its obligation to consummate the transfer to Buyer of the Acquired Assets and such obligation shall be enforceable against Seller in accordance with the terms of this Agreement, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereafter in effect affecting creditors' rights generally or general principles of equity.

Authorizations; Execution and Validity. (a) Except with respect to the transfer to Buyer Parties or any Affiliate of Buyer Parties of the Acquired Assets, the Tergas Option and the Shares, as of the date of execution of this Agreement, Seller and RVEP have has all requisite corporate, partnership and other power and authority to execute and deliver and to perform its obligations under this Agreement and to consummate the transaction contemplated herebyhereby and to cause its Affiliates to transfer to Buyer Parties or to any Affiliate of Buyer Parties all interests in the Shares. (b) As of the Closing Date, Seller will have all requisite corporate, partnership and other power and authority to consummate the transfer to Buyer Parties or to an Affiliate of Buyer Parties of the Acquired Assets, the Tergas Option and the Shares and to cause its Affiliates to consummate the transfer to Buyer Parties or to any Affiliate of Buyer Parties of all of interests in the Shares. (c) Except with respect to the transfer to Buyer Parties or any Affiliate of Buyer Parties of the Acquired Assets, the Tergas Option and the Shares, as of the date of execution of this Agreement, the execution and delivery of this Agreement by Seller, the performance by Seller or its Affiliates of its their respective obligations hereunder, and the consummation by Seller or its Affiliates of the transaction contemplated hereby have been duly authorized by all necessary corporate, partnership and other action on the part of Seller and RVEP, if deemed necessary by Selleror such Affiliate. (d) As of the Closing Date, the performance by Seller or its Affiliates of their respective obligation to consummate the transfer to Buyer Parties or to any Affiliate of Buyer Parties of the Assets, the Tergas Option, the Shares and the Fee Properties shall have been duly authorized by all necessary corporate, partnership and other action on the part of Seller or such Affiliate. (e) Except with respect to the transfer to Buyer Parties or any Affiliate of Buyer Parties of the Acquired Assets, the Tergas Option and the Shares, as of the date of execution of this Agreement, this Agreement has been duly and validly executed and delivered by Seller and constitutes a valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereafter in effect affecting creditors' ’ rights generally or general principles of equity. (ef) As of the Closing Date, this Agreement will constitute a valid and binding obligation of Seller with respect to the performance by Seller or its Affiliates of its their obligation to consummate the transfer to Buyer Parties or to any Affiliate of Buyer Parties of the Acquired Assets Assets, the Tergas Option, the Shares and the Fee Properties, and such obligation shall be enforceable against Seller in accordance with the terms of this Agreement, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereafter in effect affecting creditors' ’ rights generally or general principles of equity.

Authorizations; Execution and Validity. (a) Except with respect to the transfer to Buyer of the Acquired Assets, as of the date of execution of this Agreement, Seller and RVEP have all requisite corporate, partnership and other power and authority to execute and deliver and to perform its obligations under this Agreement and to consummate the transaction contemplated hereby. (b) As of the Closing Date, Seller will have all requisite corporate, partnership and other power and authority to consummate the transfer to Buyer of the Acquired Assets. (c) Except with respect to the transfer to Buyer of the Acquired Assets, as of the date of execution of this Agreement, the The execution and delivery of this Agreement by Sellerthe Buyer Parent and the Buyers, the performance by Seller the Buyer Parent and the Buyers of its their respective obligations hereunder, under this Agreement and the consummation by Seller the Buyer Parent and Buyers of the transaction transactions contemplated hereby have been duly authorized by all necessary corporate, partnership and other or limited liability company action (as the case may be) on the part of Seller the Buyer Parent and RVEP, if deemed necessary by Seller. (d) Except with respect to the transfer to Buyer of the Acquired Assets, as of the date of execution of this Agreement, this Buyers. This Agreement has been duly and validly executed and delivered by Seller each of Buyer Parent and Buyers, constitutes a valid and binding obligation of Sellereach of Buyer Parent and Buyers, enforceable against Seller Buyer Parent and Buyers in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect affecting creditors' rights generally or general principles of equity. (b) Each MarkWest Constituent Party has all requisite partnership power and authority to execute, deliver and perform its obligations under the Plan of Merger and to consummate the transactions contemplated thereby. The execution and delivery of the Plan of Merger by each MarkWest Constituent Party, the performance by each MarkWest Constituent Party of its obligations thereunder and the consummation by each MarkWest Constituent Party of the transactions contemplated thereby have been duly and validly authorized by all necessary partnership action on the part of each MarkWest Constituent Party. Upon the execution thereof in accordance with Section 2.1, the Plan of Merger will be validly executed and delivered by each MarkWest Constituent Party and will constitute a valid and binding obligation of each MarkWest Constituent Party, enforceable against each MarkWest Constituent Party in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereafter in effect affecting creditors' rights generally or general principles of equity. (e) As of the Closing Date, this Agreement will constitute a valid and binding obligation of Seller with respect to the performance by Seller of its obligation to consummate the transfer to Buyer of the Acquired Assets and such obligation shall be enforceable against Seller in accordance with the terms of this Agreement, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereafter in effect affecting creditors' rights generally or general principles of equity.

Authorizations; Execution and Validity. (a) Except with ---------------------------------------- respect to the transfer to Buyer or an Affiliate of Buyer of the Acquired AssetsAssets and the Shares , as of the date of execution of this Agreement, Seller and RVEP have has all requisite corporate, partnership and other power and authority to execute and deliver and to perform its obligations under this Agreement and to consummate the transaction contemplated hereby. (b) As of the Closing Date, and subject to obtaining the approval of the holders of a majority of the Equity Interests in RVEP, Seller will have all requisite corporate, partnership and other power and authority to consummate the transfer to Buyer or to an Affiliate of Buyer of the Acquired AssetsAssets and the Shares. (c) Except with respect to the transfer to Buyer or an Affiliate of Buyer of the Acquired AssetsAssets and the Shares , as of the date of execution of this Agreement, the execution and delivery of this Agreement by Seller, the performance by Seller of its obligations hereunder, and the consummation by Seller of the transaction contemplated hereby have been duly authorized by all necessary corporate, partnership and other action on the part of Seller and RVEP, if deemed necessary by Seller. (d) As of the Closing Date, and subject to obtaining the approval of the holders of a majority of the Equity Interests in RVEP, the performance by Seller of its obligation to consummate the transfer to Buyer or to an Affiliate of Buyer of the Assets and the Shares shall have been duly authorized by all necessary corporate, partnership and other action on the part of Seller. (e) Except with respect to the transfer to Buyer or an Affiliate of Buyer of the Acquired AssetsAssets and the Shares, as of the date of execution of this Agreement, this Agreement has been duly and validly executed and delivered by Seller and constitutes a valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereafter in effect affecting creditors' rights generally or general principles of equity. (ef) As of the Closing Date, and subject to obtaining the approval of the holders of a majority of the Equity Interests in RVEP, this Agreement will constitute a valid and binding obligation of Seller with respect to the performance by Seller of its obligation to consummate the transfer to Buyer or to an Affiliate of Buyer of the Acquired Assets and the Shares, and such obligation shall be enforceable against Seller in accordance with the terms of this Agreement, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereafter in effect affecting creditors' rights generally or general principles of equity.

Authorizations; Execution and Validity. (a) Except with --------------------------------------- respect to the transfer to Buyer or an Affiliate of Buyer of the Acquired Assets, as of the date of execution of this Agreement, Seller and RVEP have has all requisite corporate, partnership and other power and authority to execute and deliver and to perform its obligations under this Agreement and to consummate the transaction contemplated hereby. (b) As of the Closing Date, and subject to obtaining the approval of the holders of a majority of the Equity Interests in Penn, Seller will have all requisite corporate, partnership and other power and authority to consummate the transfer to Buyer or to an Affiliate of Buyer of the Acquired Assets. (c) Except with respect to the transfer to Buyer or an Affiliate of Buyer of the Acquired Assets, as of the date of execution of this Agreement, the execution and delivery of this Agreement by Seller, the performance by Seller of its obligations hereunder, and the consummation by Seller of the transaction contemplated hereby have been duly authorized by all necessary corporate, and other action on the part of Seller. (d) As of the Closing Date, and subject to obtaining the approval of the holders of a majority of the Equity Interests in Penn, the performance by Seller of its obligation to consummate the transfer to Buyer or to an Affiliate of Buyer of the Assets and the Shares shall have been duly authorized by all necessary corporate, partnership and other action on the part of Seller and RVEP, if deemed necessary by Seller. (de) Except with respect to the transfer to Buyer or an Affiliate of Buyer of the Acquired Assets, as of the date of execution of this Agreement, this Agreement has been duly and validly executed and delivered by Seller and constitutes a valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereafter in effect affecting creditors' rights generally or general principles of equity. (ef) As of the Closing Date, and subject to obtaining the approval of the holders of a majority of the Equity Interests in Penn, this Agreement will constitute a valid and binding obligation of Seller with respect to the performance by Seller of its obligation to consummate the transfer to Buyer or to an Affiliate of Buyer of the Acquired Assets Assets, and such obligation shall be enforceable against Seller in accordance with the terms of this Agreement, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereafter in effect affecting creditors' rights generally or general principles of equity.

Authorizations; Execution and Validity. (a) Except with respect to the transfer to Buyer of the Acquired Assets, as of the date of execution of this Agreement, Seller and RVEP have has all requisite corporate, partnership and other power and authority to execute and deliver and to perform its obligations under this Agreement and to consummate the transaction contemplated hereby. (b) As of the Closing Date, and subject to obtaining the approval of the holders of a majority of the Equity Interests in Penn, Seller will have all requisite corporate, partnership and other power and authority to consummate the transfer to Buyer of the Acquired Assets. (c) Except with respect to the transfer to Buyer of the Acquired Assets, as of the date of execution of this Agreement, the execution and delivery of this Agreement by Seller, the performance by Seller of its obligations hereunder, and the consummation by Seller of the transaction contemplated hereby have been duly authorized by all necessary corporate, partnership and other action on the part of Seller and RVEP, if deemed necessary by Seller. (d) Except with respect to the transfer to Buyer of the Acquired Assets, as of the date of execution of this Agreement, this Agreement has been duly and validly executed and delivered by Seller and constitutes a valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereafter in effect affecting creditors' rights generally or general principles of equity. (e) As of the Closing Date, and subject to obtaining the approval of the holders of a majority of the Equity Interests in Penn, this Agreement will constitute a valid and binding obligation of Seller with respect to the performance by Seller of its obligation to consummate the transfer to Buyer of the Acquired Assets Assets, and such obligation shall be enforceable against Seller in accordance with the terms of this Agreement, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereafter in effect affecting creditors' rights generally or general principles of equity.