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.
Appears in 2 contracts
Samples: Underwriting Agreement (Columbia Pipeline Partners LP), Underwriting Agreement (Columbia Pipeline Partners LP)
Enforceability of Operative Agreements. At or before the Closing Date and on each applicable Delivery Datesettlement date, each of the Operative Agreements will have been duly authorized, executed and delivered by the Partnership EQT Entities party thereto and, assuming the due authorization, execution and delivery authorization by the other parties thereto (other than a Partnership an EQT Entity), will be a valid and legally binding agreements agreement of each such Partnership Entity party theretoEQT Entities, enforceable against such Partnership Entity party thereto parties in accordance with its terms; provided, that, with respect to each such agreementagreement described in this Section 1(y), 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, any applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing.
Appears in 2 contracts
Samples: Underwriting Agreement (EQT Midstream Partners, LP), Underwriting Agreement (EQT Midstream Partners, LP)
Enforceability of Operative Agreements. At or before the Closing Date and on each applicable Delivery Datesettlement date, each of the Operative Agreements will have been duly authorized, executed and delivered by the Partnership VTTI Entities party thereto and, assuming the due authorization, execution and delivery authorization by the other parties thereto (other than a Partnership VTTI Entity), will be constitute a valid and legally binding agreements agreement of each such Partnership Entity party theretoVTTI Entities, enforceable against such Partnership Entity party thereto parties in accordance with its terms; provided, that, with respect to each such agreementOperative 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, any applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing.
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Enforceability of Operative Agreements. At each applicable Delivery Date, each Each of the Operative Agreements will have has been duly authorized, authorized and validly executed and delivered by each of the Partnership Shipping Entities party thereto andand Sterling/US Shipping L.P., assuming as applicable. Assuming the due authorization, execution and delivery by the other parties each party thereto (other than a Partnership Entitythe Shipping Entities), will be each of the Operative Agreements constitutes a valid and legally binding agreements obligation of each such Partnership Entity the Shipping Entities party thereto, enforceable against each such Partnership Shipping Entity party thereto in accordance with its respective terms; provided, that, with respect to each such agreement, the enforceability thereof except as may be limited by (Ai) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other 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 (Bii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing.
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Samples: Underwriting Agreement (U.S. Shipping Partners L.P.)