Common use of Enforceability of Operative Agreements Clause in Contracts

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. (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. ; and (iii) the Operating Company LLC Agreement (collectively with the Partnership Agreement and the General Partner LLC Agreement, the “Partnership Entity Operative Agreements”) has been duly authorized, executed and delivered by the Partnership and the Operating Company and is a valid and legally binding agreement of the Partnership and the Operating Company, enforceable against the Operating Company and the Partnership in accordance with its 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. (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.