Common use of Enforceability of Operative Agreements Clause in Contracts

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 Partnership, New SemCrude LLC, SemGroup, SemCrude and Eaglwing in accordance with its terms; and (x) the Contribution Documents will have been duly authorized, executed and delivered by the SemGroup Entities party thereto and will be valid and legally binding agreements of the SemGroup Entities party thereto, enforceable against such SemGroup Entities party thereto in accordance with their respective terms; provided, that, with respect to each agreement described in this Section 1(x), 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 Partnership Agreement, the GP LLC Agreement, the OLLC LLC Agreement, the New SemCrude LLC Agreement, the SemPipe GP LLC Agreement, the SemPipe Partnership Agreement and the Transaction Documents are herein collectively referred to as the “Operative Agreements.”

Enforceability of Operative Agreements. At or before the Closing Initial Delivery Date: (i) the Partnership Agreement will have been duly authorized, executed and delivered by the General Partner and SemGroup Holdings Midstream Ventures and will be a valid and legally binding agreement of the General Partner and SemGroup HoldingsMidstream Ventures, enforceable against each of the General Partner and SemGroup Holdings Midstream Ventures in accordance with its terms; (ii) the GP LLC General Partner Agreement will have been duly authorized, executed and delivered by SemGroup Midstream Ventures and will be a valid and legally binding agreement of Midstream Ventures, enforceable against Midstream Ventures in accordance with its terms; (iii) the Midstream Ventures Agreement will have been duly authorized, executed and delivered by the GIP Entities and Chesapeake Holdings and will be a valid and legally binding agreement of SemGroup Holdingseach of them, enforceable against SemGroup Holdings each of them in accordance with its terms; (iiiiv) the OLLC LLC Operating Agreement has will have been duly authorized, executed and 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; (ivv) the New SemCrude LLC Agreement limited liability company agreements of the Operating Subsidiaries will have been duly authorized, executed and delivered by the OLLC and will be a valid and legally binding agreement agreements of the OLLC, enforceable against the OLLC in accordance with its their respective 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;; and (vi) each of 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 Transaction Documents 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 Partnership, New SemCrude LLC, SemGroup, SemCrude and Eaglwing in accordance with its terms; and (x) the Contribution Documents will have been duly authorized, executed and delivered by the SemGroup Entities CHKM Entity party thereto and will be valid and legally binding agreements of the SemGroup Entities each CHKM Entity party thereto, enforceable against such SemGroup Entities party thereto CHKM Entity in accordance with their respective terms; provided, that, that with respect to each agreement described in this Section 1(x)such agreement, 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); provided further; that the indemnity, contribution ) and exoneration provisions contained in any of such agreements may be limited by applicable laws and (ii) public policy. The Partnership Agreement, the GP LLC Agreement, the OLLC LLC Agreement, the New SemCrude LLC Agreement, the SemPipe GP LLC Agreement, the SemPipe Partnership Agreement any applicable law relating to fiduciary duties and the Transaction Documents are herein collectively referred to as the “Operative Agreementsindemnification and an implied covenant of good faith and fair dealing.”

Enforceability of Operative Agreements. At or before the Closing Date: (i) the Partnership Agreement will have has been duly authorized, executed and delivered by the General Partner and SemGroup Holdings and will be is a valid and legally binding agreement of the General Partner and SemGroup HoldingsPartner, enforceable against the General Partner and SemGroup Holdings in accordance with its terms; (ii) the GP LLC Agreement will have has been duly authorized, executed and delivered by SemGroup Holdings and will be is 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 has been duly authorized, executed and delivered by the OLLC and is a valid and legally binding agreement of the OLLC, enforceable against the OLLC in accordance with its terms; (v) the SemPipe GP LLC Agreement has been duly authorized, executed and delivered by New SemCrude LLC and is 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 has been duly authorized, executed and delivered by SemPipe GP and New SemCrude LLC and is 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 Contribution Agreement has been duly authorized, executed and delivered by SemMaterials, K.C. Asphalt and the Asphalt Sub and is a valid and legally binding agreement of SemMaterials, K.C. Asphalt and the Asphalt Sub, enforceable against SemMaterials, K.C. Asphalt and the Asphalt Sub in accordance with its terms; (viii) the Purchase and Sale Agreement has been duly authorized, executed and delivered by SemMaterials and the OLLC and is a valid and legally binding agreement of SemMaterials and the OLLC, enforceable against SemMaterials and the OLLC in accordance with its terms; (ix) the Asphalt Sub 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; (vx) the SemPipe GP LLC Credit Agreement will have been duly authorized, executed and delivered by New SemCrude LLC the Partnership Entities party thereto and, assuming due authorization, execution and delivery by the other parties thereto, will be a valid and legally binding agreement of New SemCrude LLCeach of the Partnership Entities party thereto, enforceable against New SemCrude LLC each of them in accordance with its terms; (vixi) 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 Amended 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 SemManagementthereto, enforceable against each of them in accordance with its terms; (viiixii) the Credit Terminalling Agreement will have been duly authorized, executed and delivered by SemMaterials and the Partnership Entities party thereto Asphalt Sub and will be a valid and legally binding agreement of SemMaterials and the OLLCAsphalt Sub, enforceable against SemMaterials and 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 Partnership, New SemCrude LLC, SemGroup, SemCrude and Eaglwing Asphalt Sub in accordance with its terms; and (xxiii) the Contribution Documents Access and Use Agreement will have been duly authorized, executed and delivered by the SemGroup Entities party thereto and will be a valid and legally binding agreements agreement of the SemGroup Entities party thereto, enforceable against such SemGroup Entities each of them party thereto in accordance with their respective its terms; provided, that, with respect to each agreement described in this Section 1(x), 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 Partnership Agreement, the GP LLC Agreement, the OLLC LLC Agreement, the New SemCrude LLC Agreement, the SemPipe GP LLC Agreement, the SemPipe Partnership Agreement, the Asphalt Sub LLC Agreement and the Transaction Documents are herein collectively referred to as the “Operative Agreements.”

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 Quest and will be a valid and legally binding agreement of the General Partner and SemGroup HoldingsQuest, enforceable against the General Partner and SemGroup Holdings Quest in accordance with its terms; (ii) the GP General Partner LLC Agreement will have been duly authorized, executed and delivered by SemGroup Holdings Quest and will be a valid and legally binding agreement of SemGroup HoldingsQuest, enforceable against SemGroup Holdings Quest in accordance with its terms; (iii) the OLLC Operating Company LLC Agreement has (together with the Partnership Agreement and the General Partner LLC Agreement, the “Partnership Entity Operative Agreements”) will have been duly authorized, executed and 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; (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 Partnership, New SemCrude LLC, SemGroup, SemCrude and Eaglwing in accordance with its respective terms; and (xiv) each of the Contribution Transaction Documents will have been duly authorized, executed and delivered by the SemGroup Entities party thereto Quest Entity parties and will be valid and legally binding agreements of the SemGroup Entities party Quest Entity parties thereto, enforceable against such SemGroup Entities party thereto parties in accordance with their respective terms; provided, provided that, with respect to each agreement described in this Section 1(x4(s), 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); provided further; that the indemnity, contribution ) and exoneration provisions contained in any of such agreements may be limited by applicable laws and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing. The Partnership Agreement, the GP LLC Agreement, the OLLC LLC Agreement, the New SemCrude LLC Agreement, the SemPipe GP LLC Agreement, the SemPipe Partnership Agreement Entity Operative Agreements and the Transaction Documents are herein collectively referred to as the “Operative Agreements.”

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 TGPI and will be a valid and legally binding agreement of the General Partner and SemGroup HoldingsTGPI, enforceable against the General Partner and SemGroup Holdings TGPI in accordance with its terms; (ii) the GP LLC Agreement will have been duly authorized, executed and delivered by SemGroup Holdings TGPI and will be a valid and legally binding agreement of SemGroup HoldingsTGPI, enforceable against SemGroup Holdings TGPI in accordance with its terms; (iii) the OLLC OLP Partnership Agreement will have been duly authorized, executed and delivered by the Operating GP and the Partnership and will be a valid and legally binding agreement of the Operating GP and the Partnership, enforceable against the Operating GP and the Partnership in accordance with its terms; (iv) the Operating GP 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; (ivv) the New SemCrude North Texas LP Partnership Agreement, as amended, will have been duly authorized, executed and delivered by North Texas GP and the Operating Partnership and will be a valid and legally binding agreement of North Texas GP and the Operating Partnership, enforceable against North Texas GP and the Operating Partnership in accordance with its terms; (vi) the North Texas GP LLC Agreement Agreement, as amended, will have been duly authorized, executed and delivered by the OLLC Operating Partnership and will be a valid and legally binding agreement of the OLLCOperating Partnership, 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 Operating 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 parties thereto and SemManagement and will be a valid and legally binding agreement of each of the SemGroup Entities party thereto and SemManagementthem, 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 Partnership, New SemCrude LLCin accordance with its terms; (ix) the Natural Gas Purchase Agreement will have been duly authorized, SemGroupexecuted and delivered by North Texas LP and TGM and will be a valid and legally binding agreement of North Texas LP and TGM, SemCrude enforceable against North Texas LP and Eaglwing TGM, in accordance with its terms; (x) the NGL and Condensate Purchase Agreement will have been duly authorized, executed and delivered by North Texas LP and Targa Liquids and will be a valid and legally binding agreement of the North Texas LP and Targa Liquids, enforceable against North Texas LP and Targa Liquids, in accordance with its terms; and (xxi) the Contribution Documents will have been duly authorized, executed and delivered by the SemGroup Entities party parties thereto and will be valid and legally binding agreements of the SemGroup Entities party such parties thereto, enforceable against such SemGroup Entities party parties thereto in accordance with their respective terms; provided, provided that, with respect to each agreement described in this Section 1(x1(w), 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 Partnership Agreement, the GP LLC Agreement, the OLLC LLC OLP Partnership Agreement, the New SemCrude LLC Agreement, the SemPipe Operating GP LLC Agreement, the SemPipe North Texas LP Partnership Agreement, the North Texas GP LLC Agreement, the Targa Intrastate LLC Agreement and the Transaction Documents are herein collectively referred to as the “Operative Agreements.”

Enforceability of Operative Agreements. At On or before the Closing Date: (i) the General Partner LLC Agreement will have been duly authorized, executed and delivered by TSC; (ii) the Partnership Agreement will have been duly authorized, executed and delivered by the General Partner and SemGroup Holdings TSC and will be a valid and legally binding agreement of the General Partner and SemGroup HoldingsTSC, 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 TSC 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 Operating Company 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 termsPartnership; (viv) each of the SemPipe GP LLC Agreement Operating Subsidiaries' Organizational Documents 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 termsthe appropriate Partnership Entity; (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; (viiv) the Omnibus Agreement to be dated the Closing Date among the Teekay Parties (the "OMNIBUS AGREEMENT") will have been duly authorized, executed and delivered by each of the SemGroup Entities party thereto and SemManagement Teekay Parties, 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 SemGroup Entities Revolving Credit Facility dated February 22, 2001 among Naviera Teekay Gas, S.L. ("Gas I") as Borrower, the Banks party thereto, X.X. Xxxxxx Europe Limited, as Agent, X.X. Xxxxxx Bank S.A., as Spanish Security Agent, and X.X. Xxxxxx plc and X.X. Xxxxxx Bank S.A., as Arranger, as amended (the "CREDIT AGREEMENT"), will have been duly authorized, executed and delivered by Gas I and, assuming the due authorization, execution and delivery by the other parties thereto, will be a valid and legally binding agreement of Gas I enforceable against it in accordance with its terms; (vii) each of the Contribution Documents will have been duly authorized, executed and delivered by the parties thereto and SemManagementwill be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; (viii) the Credit Administrative Services Agreement between the Partnership and Teekay Shipping Limited, a Bahamas company and wholly owned subsidiary of TSC ("TSL") (the "ADMINISTRATIVE SERVICES AGREEMENT") will have been duly authorized, executed and delivered by the Partnership Entities party thereto each of them, and will be a valid and legally binding agreement of the OLLCeach of them, enforceable against the Partnership Entities party thereto, each of them in accordance with its terms; (ix) the Throughput Advisory, Technical and Administrative Services Agreement between Teekay Spain and TSL (the "ATAS AGREEMENT") will have been duly authorized, executed and delivered by the Partnershipeach of them, New SemCrude LLC, SemGroup, SemCrude and Eaglwing and will be a valid and legally binding agreement of the Partnershipeach of them, New SemCrude LLC, SemGroup, SemCrude and Eaglwing enforceable against the Partnership, New SemCrude LLC, SemGroup, SemCrude and Eaglwing each of them in accordance with its terms; and; (x) the Contribution Documents LNG Strategic Consulting and Advisory Services Agreement between Teekay Spain and Teekay LNG Project Ltd. (the "LNG CONSULTING AND ADVISORY AGREEMENT") will have been duly authorized, executed and delivered by the SemGroup Entities party thereto each of them, and will be a valid and legally binding agreements agreement of each of them, enforceable against each of them in accordance with its terms; (xi) The Joint Venture Agreement dated March 15, 2004 between Teekay European Holdings S.a.r.l. (as the SemGroup Entities successor in interest to TSC) and X. Xxxxxx Grupo de Sociedades e Inversiones, S.L., as amended by the Amendment Agreement between Teekay European Holdings S.a.r.l. and X. Xxxxxx Grupo de Sociedades e Inversiones, S.L. (the "AMENDED JOINT VENTURE AGREEMENT"), has been or will have been duly authorized, executed and delivered by Teekay European Holdings S.a,x.x. (or by TSC as its predecessor in interest), and, assuming the due authorization, execution and delivery by the other party thereto, will be a valid and legally binding agreement of Teekay European Holdings S.a,r.l., enforceable against such SemGroup Entities party thereto it in accordance with their respective its terms; (xii) the Purchase Agreement between TSC and the Operating Company, pursuant to which either (a) the Suezmax tanker, the Granada Spirit and the related Time Charter Party between Granada Spirit L.L.C. and Teekay Chartering Limited or (b) the membership interests in Granada Spirit L.L.C., the company that owns the Granada Spirit and has rights under the Time Charter Party, will be sold to TSC (the "GRANADA SPIRIT AGREEMENT") will have been duly authorized, executed and delivered by each of them, and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; providedand (xiii) the Share Purchase Agreement between TSC and the Partnership pursuant to which the Partnership or the Operating Company will acquire all of the common shares of Teekay Nakilat Holdings Corporation (the "RASGAS II PURCHASE AGREEMENT"), will have been duly authorized, executed and delivered by each of them, and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; provided that, with respect to each agreement described in this Section 1(x1(p), 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); and, 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 General Partner LLC Agreement, the Partnership Agreement, the GP Operating Company LLC Agreement, the OLLC LLC Operating Subsidiaries' Organizational Documents, the Omnibus Agreement, the New SemCrude LLC Credit Agreement, the SemPipe GP LLC Contribution Documents, the Administrative Services Agreement, the SemPipe Partnership ATAS Agreement, the LNG Consulting and Advisory Agreement, the Amended Joint Venture Agreement, the Granada Spirit Agreement and the Transaction Documents RasGas II Purchase Agreement are herein collectively referred to as the “Operative Agreements"OPERATIVE AGREEMENTS.”"

Enforceability of Operative Agreements. At (1) The General Partner LLC Agreement has been, or before will be at the Closing Date:time of Closing, duly authorized, executed and delivered by TSC; (i2) the Partnership Agreement has been, or will have been be at the time of Closing, duly authorized, executed and delivered by the General Partner and SemGroup Holdings TSC and is, or will be at the time of Closing, a valid and legally binding agreement of the General Partner and SemGroup HoldingsTSC, enforceable against the General Partner and SemGroup Holdings TSC in accordance with its terms; (ii3) the OLP GP LLC Agreement will have been duly authorizedhas been, executed and delivered by SemGroup Holdings and or will be a valid and legally binding agreement at the time of SemGroup HoldingsClosing, 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; (iv4) the New SemCrude LLC Operating Company Partnership Agreement has been, or will have been be at the time of Closing, authorized, executed and delivered by OLP GP, the Partnership and TSC; (5) each of the Operating Subsidiaries' Organizational Documents has been, or will be at the time of Closing, 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 termsappropriate Partnership Entity; (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; (vii6) the Omnibus Agreement to be dated the Closing Date among the Teekay Parties (the "Omnibus Agreement") has been, or will have been be at the time of Closing, duly authorized, executed and delivered by each of the SemGroup Entities party thereto Teekay Parties, and SemManagement and is, or will be at the time of Closing, a valid and legally binding agreement of each of the SemGroup Entities party thereto and SemManagementthem, enforceable against each of them in accordance with its terms; (viii7) the Further Amended and Restated Loan Facility Agreement dated June 26, 2003 among Norsk Holdings, the banks listed on Schedule I thereto, as lenders, DNB NOR Bank ASA, as facility agent and security trustee, Citigroup Global Markets Limited, DNB NOR Bank ASA and Nordea Bank Finland PLC, New York Branch, as mandated lead arrangers, and Citigroup Global Markets Limited and DNB NOR Bank ASA, as joint book runners (the "2003 Credit Agreement"), has been duly authorized, executed and delivered by Norsk Holdings and, assuming the due authorization, execution and delivery by the other parties thereto, is a valid and legally binding agreement of Norsk Holdings, enforceable against it in accordance with its terms; (8) the Loan Agreement will have dated October 2, 2006 among the Operating Company, the banks listed on Schedule I thereto, as lenders, DNB NOR Bank ASA, as agent, DNB NOR Bank ASA, Nordea Bank Norge ASA, New York Branch and Fortis Capital Corp., as mandated lead arrangers, DNB NOR Bank ASA, Nordea Bank Norge ASA, as book runners, and Deutsche Schiffsbank Aktiengesellschaft, as security agent (the "2006 Credit Agreement" and, with the 2003 Credit Agreement, collectively the "Credit Agreements"), has been duly authorized, executed and delivered by the Partnership Entities party thereto Operating Company and, assuming the due authorization, execution and will be delivery by the other parties thereto, is a valid and legally binding agreement of the OLLC, Operating Company enforceable against the Partnership Entities party thereto, it in accordance with its terms; (ix9) each of the Contribution Documents has been, or will be at the time of Closing, duly authorized, executed and delivered by the parties thereto and is, or will be at the time of Closing, a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; (10) each of the Administrative Services Agreements between Teekay Shipping Limited, a Bahamas company and wholly owned subsidiary of TSC ("TSL"), and the Partnership, the Operating Company and ______, respectively (collectively, the "Administrative Services Agreements"), has been, or will be at the time of Closing, duly authorized, executed and delivered by each of them, and is, or will be at the time of Closing, a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; (11) each of the Advisory, Strategic Consulting, Technical and Administrative Services Agreements between TSL and __________, _______________ and ____________, respectively (collectively the "ATAS Agreements"), has been, or will be at the time of Closing, duly authorized, executed and delivered by each of them, and is, or will be at the time of Closing, a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; (12) the Throughput Joint Venture Partners' Agreement will have dated June 14, 2006 between Petrojarl JV AS, Teekay Petrojarl Offshore Holdings L.L.C. and Teekay Petrojarl GP L.L.C. (the "Petrojarl JV Agreement") has been duly authorized, executed and delivered by the Partnershipeach of them, New SemCrude LLC, SemGroup, SemCrude and Eaglwing and will be is a valid and legally binding agreement of the PartnershipTeekay affiliates party thereto, New SemCrude LLC, SemGroup, SemCrude and Eaglwing enforceable against the Partnership, New SemCrude LLC, SemGroup, SemCrude and Eaglwing each of them in accordance with its terms; and (x) the Contribution Documents will have been duly authorized, executed and delivered by the SemGroup Entities party thereto and will be valid and legally binding agreements of the SemGroup Entities party thereto, enforceable against such SemGroup Entities party thereto in accordance with their respective terms; provided, provided that, with respect to each agreement described in this Section 1(x1(s), 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); and, 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 General Partner LLC Agreement, the Partnership Agreement, the OLP GP LLC Agreement, the OLLC LLC Operating Company Partnership Agreement, the New SemCrude LLC Operating Subsidiaries' Organizational Documents, the Omnibus Agreement, the SemPipe GP LLC AgreementCredit Agreements, the SemPipe Partnership Agreement Contribution Documents, the Administrative Services Agreements, the ATAS Agreements, and the Transaction Documents Petrojarl JV Agreement are herein collectively referred to as the “"Operative Agreements.”"

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 TGPI and will be a valid and legally binding agreement of the General Partner and SemGroup HoldingsTGPI, enforceable against the General Partner and SemGroup Holdings TGPI in accordance with its terms; (ii) the GP LLC Agreement will have been duly authorized, executed and delivered by SemGroup Holdings TGPI and will be a valid and legally binding agreement of SemGroup HoldingsTGPI, enforceable against SemGroup Holdings TGPI in accordance with its terms; (iii) the OLLC OLP Partnership Agreement will have been duly authorized, executed and delivered by the Operating GP and the Partnership and will be a valid and legally binding agreement of the Operating GP and the Partnership, enforceable against the Operating GP and the Partnership in accordance with its terms; (iv) the Operating GP 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; (ivv) the New SemCrude North Texas LP Partnership Agreement will have been duly authorized, executed and delivered by North Texas GP and the Operating Partnership and will be a valid and legally binding agreement of North Texas GP and the Operating Partnership, enforceable against North Texas GP and the Operating Partnership in accordance with its terms; (vi) the North Texas GP LLC Agreement will have been duly authorized, executed and delivered by the OLLC Operating Partnership and will be a valid and legally binding agreement of the OLLCOperating Partnership, 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 Operating 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 parties thereto and SemManagement and will be a valid and legally binding agreement of each of the SemGroup Entities party thereto and SemManagementthem, 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 Natural Gas Purchase Agreement will have been duly authorized, executed and delivered by the [Operating Partnership, New SemCrude LLC, SemGroup, SemCrude ] and Eaglwing TGM and will be a valid and legally binding agreement of the [Operating Partnership] and TGM, New SemCrude LLC, SemGroup, SemCrude and Eaglwing enforceable against the [Operating Partnership] and TGM, New SemCrude LLCin accordance with its terms; (x) the NGL and Condensate Purchase Agreement will have been duly authorized, SemGroupexecuted and delivered by the [Operating Partnership] and Targa Liquids and will be a valid and legally binding agreement of the [Operating Partnership] and Targa Liquids, SemCrude enforceable against the [Operating Partnership] and Eaglwing Targa Liquids, in accordance with its terms; and (xxi) the Contribution Documents will have been duly authorized, executed and delivered by the SemGroup Entities party parties thereto and will be valid and legally binding agreements of the SemGroup Entities party such parties thereto, enforceable against such SemGroup Entities party parties thereto in accordance with their respective terms; provided, provided that, with respect to each agreement described in this Section 1(x1(w), 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 Partnership Agreement, the GP LLC Agreement, the OLLC LLC OLP Partnership Agreement, the New SemCrude LLC Agreement, the SemPipe Operating GP LLC Agreement, the SemPipe North Texas LP Partnership Agreement, the North Texas GP LLC Agreement and the Transaction Documents are herein collectively referred to as the “Operative Agreements.”

Enforceability of Operative Agreements. At or before the Closing Date: (i1) 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; (ii2) the GP LLC General Partner 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; (iii3) the OLLC LLC Operating Company Agreement has will have been duly authorized, executed and 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; (iv4) the New SemCrude LLC Agreement limited liability company agreement of Southcross GP will have been duly authorized, executed and delivered by the OLLC Operating Company and will be a valid and legally binding agreement of the OLLCOperating Company, enforceable against the OLLC Operating Company in accordance with its terms; (v5) the SemPipe GP LLC Agreement limited liability company agreement of Southcross LP will have been duly authorized, executed and delivered by New SemCrude LLC the Operating Company and will a be a valid and legally binding agreement of New SemCrude LLCthe Operating Company, enforceable against New SemCrude LLC the Operating Company in accordance with its terms; (vi6) 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 agreements of SemPipe GP and New SemCrude LLC, enforceable against SemPipe GP and New SemCrude LLC in accordance with its terms; (vii) limited partnership of the Omnibus Agreement LP Subsidiaries will have been duly authorized, executed and delivered by each of the SemGroup Entities party parties thereto and SemManagement will be valid and legally binding agreements of each of the parties thereto, enforceable against each of the parties thereto in accordance with their respective terms; (7) the limited liability company agreement of Processing will have been duly authorized, executed and delivered by Southcross GP and will be a valid and legally binding agreement of Southcross GP, enforceable against Southcross GP in accordance with its terms; (8) the limited liability company agreement of Delta Pipeline 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 the SemGroup Entities party thereto and SemManagementparties thereto, enforceable against each of them the parties thereto in accordance with its terms; (viii9) the limited liability company agreement of Southcross Alabama will have been duly authorized, executed and delivered by the party thereto and will be a valid and legally binding agreement of the party thereto, enforceable against the party thereto in accordance with its terms; (10) each of the Transaction Documents will have been duly authorized, executed and delivered by each of the parties thereto and will be valid and legally binding agreements of each of the parties thereto, enforceable against such parties thereto in accordance with their respective terms; (11) the New Credit Agreement will have been duly authorized, executed and delivered by the Partnership Entities party Operating Company and, assuming the due authorization, execution and delivery by the parties thereto and other than the Operating Company, will be a valid and legally binding agreement of the OLLCOperating Company, 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 Partnership, New SemCrude LLC, SemGroup, SemCrude and Eaglwing Operating Company in accordance with its terms; and (x) the Contribution Documents will have been duly authorized, executed and delivered by the SemGroup Entities party thereto and will be valid and legally binding agreements of the SemGroup Entities party thereto, enforceable against such SemGroup Entities party thereto in accordance with their respective terms; provided, that, that with respect to each such agreement described in this Section 1(x1(t), 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); provided further; that the indemnity, contribution ) and exoneration provisions contained in any of such agreements may be limited by applicable laws and (ii) public policy. The Partnership Agreement, the GP LLC Agreement, the OLLC LLC Agreement, the New SemCrude LLC Agreement, the SemPipe GP LLC Agreement, the SemPipe Partnership Agreement any applicable law relating to fiduciary duties and the Transaction Documents are herein collectively referred to as the “Operative Agreementsindemnification and an implied covenant of good faith and fair dealing.”