Enforceability of Operative Agreements. At or before the Closing Date:
(i) the Partnership Agreement will have been duly authorized, executed and delivered by the General Partner and SemGroup Holdings and will be a valid and legally binding agreement of the General Partner and SemGroup Holdings, enforceable against the General Partner and SemGroup Holdings in accordance with its terms;
(ii) the GP LLC Agreement will have been duly authorized, executed and delivered by SemGroup Holdings and will be a valid and legally binding agreement of SemGroup Holdings, enforceable against SemGroup Holdings in accordance with its terms;
(iii) the OLLC LLC 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;
(iv) the New SemCrude LLC Agreement will have been duly authorized, executed and delivered by the OLLC and will be a valid and legally binding agreement of the OLLC, enforceable against the OLLC in accordance with its terms;
(v) the SemPipe GP LLC Agreement will have been duly authorized, executed and delivered by New SemCrude LLC and will be a valid and legally binding agreement of New SemCrude LLC, enforceable against New SemCrude LLC in accordance with its terms;
(vi) the SemPipe Partnership Agreement will have been duly authorized, executed and delivered by SemPipe GP and New SemCrude LLC and will be a valid and legally binding agreement of SemPipe GP and New SemCrude LLC, enforceable against SemPipe GP and New SemCrude LLC in accordance with its terms;
(vii) the Omnibus Agreement will have been duly authorized, executed and delivered by each of the SemGroup Entities party thereto and SemManagement and will be a valid and legally binding agreement of each of the SemGroup Entities party thereto and SemManagement, enforceable against each of them in accordance with its terms;
(viii) the Credit Agreement will have been duly authorized, executed and delivered by the Partnership Entities party thereto and will be a valid and legally binding agreement of the OLLC, enforceable against the Partnership Entities party thereto, in accordance with its terms;
(ix) the Throughput Agreement will have been duly authorized, executed and delivered by the Partnership, New SemCrude LLC, SemGroup, SemCrude and Eaglwing and will be a valid and legally binding agreement of the Partnership, New SemCrude LLC, SemGroup, SemCrude and Eaglwing enforceable against the Partnersh...
Enforceability of Operative Agreements. At or before the Initial Closing Date, each of the Operative Agreements will have been duly authorized, executed and delivered by the Chesapeake Entities party thereto, and will be a valid and legally binding agreement of the applicable Chesapeake Entity, enforceable against such Chesapeake Entity in accordance with each of its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and 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 (ii) public policy, any applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing.
Enforceability of Operative Agreements. At each applicable Delivery Date, each of the Operative Agreements will have been duly authorized, executed and delivered by the Partnership Entities party thereto and, assuming the due authorization, execution and delivery by the other parties thereto (other than a Partnership Entity), will be valid and legally binding agreements of each such Partnership Entity party thereto, enforceable against such Partnership Entity party thereto in accordance with its 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.
Enforceability of Operative Agreements. At or before the Closing Date:
(i) the Organizational Agreements will have been duly authorized, executed and delivered by the parties thereto, and will be valid and legally binding agreements of such parties, enforceable against such parties in accordance with their terms;
(ii) the Omnibus Agreement will have been duly authorized, executed and delivered by each of 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;
(iii) the Credit Agreement will have been duly authorized, executed and delivered by the Partnership Entities party thereto and will be a valid and legally binding agreement of the Partnership Entities party thereto, enforceable against the Partnership Entities party thereto, in accordance with its terms; and
(iv) the Contribution Documents will have been duly authorized, executed and delivered by the parties thereto and will be valid and legally binding agreements of such parties thereto, enforceable against such parties thereto in accordance with their respective terms; provided that, with respect to each agreement described in this Section 1(o), the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and 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); provided further; that the indemnity, contribution and exoneration provisions contained in any of such agreements may be limited by applicable laws and public policy. The Organizational Agreements and the Transaction Documents are herein collectively referred to as the “Operative Agreements.”
Enforceability of Operative Agreements. Each of the Operative Agreements to which the Trust is a party has been or at the Closing will be duly authorized, executed and delivered by the Trust, and is a valid and legally binding agreement of the Trust, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and 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).
Enforceability of Operative Agreements. Each of the Pass Through Agreements and the other Operative Agreements to which the Company is or is to be a party have been duly authorized by the Company, will each be substantially in the form heretofore supplied to you and, when duly executed and delivered by the Company and the other parties thereto, will each constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. The Basic Agreement as executed is substantially in the form filed as an exhibit to the Registration Statement and has been duly qualified under the 1939 Act.
Enforceability of Operative Agreements. (i) The Partnership Agreement has been duly authorized, executed and delivered by the General Partner and is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms; and
(ii) the General Partner LLC Agreement (together with the Partnership Agreement, the "Partnership Entity Operative Agreements") has been duly authorized, executed and delivered by the parties thereto and is a valid and legally binding agreement of the parties thereto, enforceable against such parties in accordance with its respective terms. provided that, with respect to each agreement described in this Section 5(p), the enforceability thereof may be limited by (i) bankruptcy, insolvency, fraudulent transfer, fraudulent conveyance, reorganization, moratorium and 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 (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing.
Enforceability of Operative Agreements. (1) the Contribution Agreement has been duly authorized, executed and delivered by Parent, THL and the Company;
(2) each of the Subsidiaries’ Organizational Documents has been duly authorized, executed and delivered by the appropriate Subsidiary;
(3) the Secured Credit Facility Agreement dated December 17, 2003 among Great Xxxx Xxxx Xx. 0000 X.X.X., Xxxxx Xxxx Xxxx No. 1520 L.L.C., DSME Hull No. 5254 L.L.C., DSME Hull No. 5255 L.L.C., The Export-Import Bank of Korea, Fortis Capital Corporation, and Landesbank Hessen-Thuringen Girozentrale (the “Term Loan Agreement”), has been duly authorized, executed and delivered by each Company Entity that is a party thereto and, assuming the due authorization, execution and delivery by the other parties thereto, is a valid and legally binding agreement of each Company Entity that is a party thereto, enforceable against it in accordance with its terms;
(4) the Secured Facility Agreement dated November 28, 2007 among Everest Spirit Holding L.L.C. and the other Borrowers named therein; Nordea Bank Finland PLC, New York Branch, as Agent; and Nordea Bank Norge ASA, Citigroup Global Markets Limited, ING Bank N.V., London Branch, and the other Lenders named therein (the “Revolving Credit Agreement” and, together with the Term Loan Agreement, the “Credit Agreements”), has been duly authorized, executed and delivered by each of the Company Entities that is a party thereto and, assuming the due authorization, execution and delivery by the other parties thereto, is a valid and legally binding agreement of each of the Company Entities that is a party thereto, enforceable against it in accordance with its terms; and
(5) each of the following agreements has been duly authorized, executed and delivered by each Teekay Entity that is a party thereto, and is a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms: (i) the Management Agreement; (ii) the Registration Rights Agreement dated December 18, 2007, between the Company and the Parent (the “Registration Rights Agreement”); (iii) the Teekay Pooling Agreement; and (iv) the Gemini Pooling Agreement. provided that, with respect to each agreement described in this Section 1(o), the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such e...
Enforceability of Operative Agreements. The Operative Agreements have been duly authorized, executed and delivered by the Partnership Entities that are parties thereto and are valid and legally binding agreements of the Partnership Entities that are parties thereto, enforceable against such parties in accordance with their terms; provided that, with respect to each agreement described in this Section (xxi), the enforceability thereof may be limited by (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and 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 (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing.
Enforceability of Operative Agreements. Each of the Operative Agreements to which the Company is a party has been duly and validly authorized, executed and delivered by the Company, and is a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and 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).
