Enforceability of Other 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;
(ii) the GP Partnership Agreement has been duly authorized, executed and delivered by DCP Midstream GP, LLC and DCP Midstream and is a valid and legally binding agreement of DCP Midstream GP, LLC and DCP Midstream, enforceable against DCP Midstream GP, LLC and DCP Midstream in accordance with its terms;
(iii) the OLP Partnership Agreement has been duly authorized, executed and delivered by the OLP GP and the Partnership and is a valid and legally binding agreement of the OLP GP and the Partnership, enforceable against the OLP GP and the Partnership in accordance with its terms;
(iv) the DCP Midstream GP, LLC Limited Liability Company Agreement has been duly authorized, executed and delivered by DCP Midstream and is a valid and legally binding agreement of DCP Midstream, enforceable against DCP Midstream in accordance with its terms; and
(v) the OLP GP Limited Liability Company 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; provided, that, with respect to each agreement described in this Section 1(z), 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 certificate of limited partnership of each of the Partnership, the General Partner and the Operating Partnership, the certificate of formation of each of DCP Midstream GP, LLC and the OLP GP, the Partnership Agreement, the GP Partnership Agreement, the OLP Partnership Agreement, the DCP Midstream GP, LLC Limited Liability Company Agreement and the OLP GP Limited Liability Company Agreement, in each case, as amended, are herein collectively referred to as the “Charter Documents.”
Enforceability of Other Agreements. (a) The General Partner Operating Agreement has been duly authorized, executed and delivered by GP Holdings LLC and is a valid and legally binding agreement of GP Holdings LLC, enforceable against GP Holdings LLC in accordance with its terms;
(b) the Partnership Agreement has been duly authorized, executed and delivered by the General Partner, and, assuming due authorization, execution and delivery by the other parties thereto is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms; and
(c) the Operating Company Operating 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; provided that, with respect to each agreement described in this paragraph 9, the enforceability thereof may be limited by (A) 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 (B) public policy, applicable law relating to fiduciary duties and indemnification and contribution and an implied covenant of good faith and fair dealing.
Enforceability of Other Agreements. Each of the agreements listed on Schedule F (collectively, the “Other Agreements”) has been duly authorized and delivered by each of the Partnership Entities party thereto and, assuming the due authorization and delivery by the other parties thereto, is a valid and legally binding agreement of such Partnership Entity, enforceable against it in accordance with its terms, except where the failure to be enforceable would not reasonably be expected to have a Material Adverse Effect or a material adverse effect on the Transactions; provided that, with respect to each agreement described in this subsection, 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.
Enforceability of Other Agreements. (i) the Partnership Agreement has been duly authorized, executed and delivered by the General Partner and is a legal, valid and binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms;
(ii) the General Partner Agreement has been duly authorized, executed and delivered by Access Midstream Ventures, L.L.C. (“Midstream Ventures”) and is a legal, valid and binding agreement of Midstream Ventures, enforceable against Midstream Ventures in accordance with its terms;
(iii) the OLLC Agreement has been duly authorized, executed and delivered by the Partnership and is a legal, valid and binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; and
(iv) the limited liability company agreement of each Operating Subsidiary has been duly authorized, executed and delivered by the Partnership Entity party thereto and is a legal, valid and binding agreement of the Partnership Entity party thereto, enforceable against the such Partnership Entities in accordance with its terms; except in each case as 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, any applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing.
Enforceability of Other Agreements. Each of the Organizational Agreements has been duly authorized, executed and delivered by the parties thereto and is a valid and legally binding agreement of such party, enforceable against such party in accordance with its terms; provided that, 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.
Enforceability of Other Agreements. At or before the Closing:
(i) the Partnership Agreement will be duly authorized, executed and delivered by the General Partner and Martin LLC as the "Organizational Limited Partner," and will xx x valid and legally binding agreement of the General Partner and the Organizational Limited Partner, enforceable against the General Partner and the Organizational Limited Partner in accordance with its terms;
(ii) the Martin LLC Agreement will be duly authorized, executed and dxxxxxxed by MRMC and will be a valid and legally binding agreement of MRMC, enforceable against MRMC in accordance with its terms;
(iii) the Operating GP Agreement will be duly authorized, executed and delivered by the Partnership and will be a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms;
(iv) the Operating Partnership Agreement will be duly authorized, executed and delivered by Operating GP and the Partnership and will be a valid and legally binding agreement of Operating GP and the Partnership, enforceable against Operating GP and the Partnership in accordance with its terms;
(v) the General Partner LLC Agreement will be duly authorized, executed and delivered by Martin LLC and will be a valid and legally binding agreement xx Xxrtin LLC enforceable against Martin LLC in accordance with xxx xerms;
(vi) each of the Transaction Documents will be duly authorized, executed and delivered by the parties thereto and will be valid and legally binding agreements of each of them, enforceable against each of them in accordance with its terms;
(vii) the omnibus agreement (the "Omnibus Agreement") will be duly authorized, executed and delivered by each of MRMC, the General Partner, the Partnership and the Operating Partnership, and will be valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms;
(viii) the motor carrier agreement (the "Motor Carrier Agreement") will be duly authorized, executed and delivered by each of the Partnership and MTI, and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms;
(ix) the product supply agreement (the "Product Supply Agreement") will be duly authorized, executed and delivered by each of the Partnership and MGS and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms;
(x) the marine fuel agre...
Enforceability of Other Agreements. At or before the time of purchase, and assuming the due authorization, execution and delivery by each party thereto (other than the Regency Parties):
(i) the Partnership Agreement will have been duly authorized. executed and delivered by the parties thereto and will be a valid and legally binding agreement of the parties thereto and enforceable against the parties thereto in accordance with its terms;
(ii) the General Partner LP Agreement will have been duly authorized executed and delivered by the parties thereto and will be a valid and legally binding agreement of the parties thereto and enforceable against the parties thereto in accordance with its terms;
(iii) the GP LLC Agreement will have been duly authorized, executed and delivered by the parties thereto and will be a valid and legally binding agreement of the parties thereto and enforceable against the parties thereto in accordance with its terms;
(iv) the limited partnership agreement, limited liability company agreement or articles of incorporation, as applicable, of each of the Operating Subsidiaries (together with the Partnership Agreement, the GP LP Agreement and the GP LLC Agreement, the “Regency Parties Operative Agreements”) will have been duly authorized, executed and delivered by the parties thereto and will be valid and legally binding agreements of the parties thereto, enforceable against such parties in accordance with their respective terms; and
(v) the Credit Agreement will have been duly authorized, executed and delivered by the Operating Partnership and the Guarantors named therein and will be a valid and legally binding agreement of the Partnership and the Guarantors named therein, enforceable against the each of them in accordance with its terms; provided that, with respect to each agreement described in this Section 3(p), the enforceability thereof may be limited by (A) 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 (B) public policy, applicable laws relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing.
Enforceability of Other Agreements. Each of the agreements listed on Schedule IV (collectively, the “Other Agreements”) has been duly authorized, executed and delivered by each of the Teekay Entities party thereto and, assuming the due authorization, execution and delivery by the other parties thereto, is a valid and legally binding agreement of such Teekay Entity, enforceable against it in accordance with its terms, except where the failure to be enforceable would not reasonably be expected to have a Material Adverse Effect or could not reasonably be expected to materially impair the ability of any of the Teekay Entities to perform their obligations under this Agreement, the Operative Agreements or the Other Agreements; provided that, with respect to each agreement described in this Section 1(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.
Enforceability of Other 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;
(ii) The Operating Company 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;
(iii) The OLP GP Agreement has been duly authorized, executed and delivered by the Operating Company and is a valid and legally binding agreement of the Operating Company, enforceable against the Operating Company in accordance with its terms;
(iv) Each of the Shreveport Subsidiary Agreements has been duly authorized, executed and delivered by Calumet Shreveport and is a valid and legally binding agreement of Calumet Shreveport, enforceable against Calumet Shreveport in accordance with its terms;
(v) Each of the Calumet Shreveport Agreement, the Calumet Superior Agreement, the Calumet Penreco Agreement, the Calumet Missouri Agreement and the TruSouth Oil Agreement has been duly authorized, executed and delivered by Calumet and is a valid and legally binding agreement of Calumet, enforceable against Calumet in accordance with its terms;
(vi) The Calumet Agreement has been duly authorized, executed and delivered by the OLP GP and the Operating Company and is a valid and legally binding agreement of the OLP GP and the Operating Company, enforceable against the OLP GP and the Operating Company in accordance with its terms; and
(vii) The Royal Purple Acquisition Agreement has been duly authorized, executed and delivered by the Partnership and (assuming due authorization, execution and delivery by Royal Purple and the stockholders of Royal Purple) is a valid and legally binding agreement of the parties thereto, enforceable against the parties thereto in accordance with its terms; provided, that, with respect to each agreement described in this Section 3(aa), the enforceability thereof may be limited by the Enforceability Exceptions; provided, further, that the indemnity and contribution provisions contained therein may be limited by applicable laws or public policy.
Enforceability of Other Agreements. The General Partner LLC Agreement has been duly authorized, executed and delivered by Xxxxxx LLC and is a valid and legally binding agreement of Xxxxxx LLC enforceable against Xxxxxx LLC in accordance with its terms; 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; the Operating GP 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; and the Operating Partnership Agreement has been duly authorized, executed and delivered by Operating GP and the Partnership and is a valid and legally binding agreement of Operating GP and the Partnership, enforceable against Operating GP and the Partnership in accordance with its terms; provided that, with respect to each agreement described in this Section 6(t), the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer 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 and contribution 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 Operating GP Agreement, and the Operating Partnership Agreement are herein collectively referred to as the "Operative Agreements."
