Common use of Enforceability of Operative Agreements Clause in Contracts

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. At or before the Closing Date: (i) the Partnership Agreement will be duly authorized, executed and delivered by the General Partner and OTA and will be a valid and legally binding agreement of the General Partner and OTA, enforceable against each of them in accordance with its terms. Each of the other 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 Services 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 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; (iiiiv) the Credit Agreement will have been duly authorized, executed and delivered by the Partnership Entities party thereto and Oiltanking Finance and will be a valid and legally binding agreement of the Partnership Entities party theretoand Oiltanking Finance, enforceable against the Partnership Entities party thereto, in accordance with its terms; and; (ivv) the Contribution Documents Tax Sharing Agreement will have been duly authorized, executed and delivered by the parties Partnership and OTA and will be a valid and legally binding agreement of the Partnership and OTA, enforceable against the Partnership and OTA in accordance with its terms; and (vi) the Contribution Agreement will have been duly authorized, executed and delivered by each of the partie thereto and will be a valid and legally binding agreements agreement of such parties theretoeach of them, enforceable against such parties thereto each of them in accordance with their respective its terms; provided that, with respect to each agreement described in this Section 1(o1(r), 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. At or before the Closing DateFirst Time of Delivery: (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 Operating Agreement will have been duly authorized, executed and delivered by the Partnership Entities Manager and will be a valid and legally binding agreement of the Manager, enforceable against the Manager in accordance with its terms; (ii) each of the limited partnership, general partnership, limited liability company agreements and other constituent documents of each other Company Entity will have been duly authorized, executed and delivered by the applicable Company Entity party thereto and will be a valid and legally binding agreement of the Partnership Entities applicable Company Entity party thereto, enforceable against the Partnership Entities party thereto, such Company Entity in accordance with its respective terms; and (iviii) each of the Contribution Transaction Documents will have been duly authorized, executed and delivered by the parties Xxxxx Group Entity party thereto and will be valid and legally binding agreements of such parties the Xxxxx Group Entity party thereto, enforceable against such parties thereto Xxxxx Group Entity in accordance with their respective terms; provided that, with respect to each agreement described in this Section 1(o1(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, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing. The Organizational Agreements Operating Agreement, each other organizational document of a Company Entity and the Transaction Documents are herein collectively referred to as the “Operative Agreements.”

Enforceability of Operative Agreements. At or before the Closing DateFirst Time of Delivery: (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 Operating Agreement will have been duly authorized, executed and delivered by the Partnership Entities Manager and will be a valid and legally binding agreement of the Manager, enforceable against the Manager in accordance with its terms; (ii) the Manager Operating Agreement will have been duly authorized, executed and delivered by Sponsor Holdings and will be a valid and legally binding agreement of Sponsor Holdings, enforceable against Sponsor Holdings in accordance with its terms; (iii) each of the limited partnership, general partnership, limited liability company agreements or similar governance document of each other Company Entity will have been duly authorized, executed and delivered by the applicable Company Entity party thereto and will be a valid and legally binding agreement of the Partnership Entities applicable Company Entity party thereto, enforceable against the Partnership Entities party thereto, such Company Entity in accordance with its respective terms; and (iv) each of the Contribution Transaction Documents will have been duly authorized, executed and delivered by the parties Xxxxx Group Entity party thereto and will be valid and legally binding agreements of such parties the Xxxxx Group Entity party thereto, enforceable against such parties thereto Xxxxx Group Entity in accordance with their respective terms; provided that, with respect to each agreement described in this Section 1(o1(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, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing. The Organizational Agreements Operating Agreement, the Manager Operating Agreement, each other organizational document of a Company Entity 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 be duly authorized, executed and delivered by the General Partner and OTA and will be a valid and legally binding agreement of the General Partner and OTA, enforceable against each of them in accordance with its terms. Each of the other 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 Services 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 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; (iiiiv) the Credit Agreement will have been duly authorized, executed and delivered by the Partnership Entities party thereto and Oiltanking Finance and will be a valid and legally binding agreement of the Partnership Entities party theretoand Oiltanking Finance, enforceable against the Partnership Entities party thereto, in accordance with its terms; and; (ivv) the Contribution Documents Tax Sharing Agreement will have been duly authorized, executed and delivered by the Partnership and OTA and will be a valid and legally binding agreement of the Partnership and OTA, enforceable against the Partnership and OTA in accordance with its terms; and (vi) the Contribution Agreement will have been duly authorized, executed and delivered by each of the parties thereto and will be a valid and legally binding agreements agreement of such parties theretoeach of them, enforceable against such parties thereto each of them in accordance with their respective its terms; provided that, with respect to each agreement described in this Section 1(o1(r), 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.”