Common use of Enforceability of Other Agreements Clause in Contracts

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."

Enforceability of Other Agreements. (i) 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 Partners and is a valid and legally binding agreement of the General PartnerPartners, enforceable against the General Partner Partners in accordance with its terms; the ; (ii) The Operating GP Company 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 it in accordance with its terms; and the Operating Partnership ; (iii) The Acquisition Co. LLC 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 it in accordance with its terms; (iv) The Managing General Partner LLC Agreement has been duly authorized, executed and the Partnership delivered by Holdings and is a valid and legally binding agreement of Holdings, enforceable against it in accordance with its terms; (v) The Non-Managing General Partner LLC Agreement has been duly authorized, executed and delivered by Holdings and is a valid and legally binding agreement of Holdings, enforceable against it in accordance with its terms; provided that, with respect to each agreement described in this Section 6(t4(y), the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, fraudulent transfer 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 provided, further, that the indemnity indemnity, contribution and contribution 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 Operating GP Agreement, and the Operating Partnership Agreement are herein collectively referred to as the "Operative Agreements."

Enforceability of Other Agreements. The General Partner LLC Agreement has been duly authorized, executed and delivered by Xxxxxx Mxxxxx LLC and is a valid and legally binding agreement of Xxxxxx Mxxxxx LLC enforceable against Xxxxxx Mxxxxx 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."”

Enforceability of Other Agreements. (i) The General Partner LLC Partnership Agreement has been duly authorized, validly executed and delivered by Xxxxxx LLC and is a valid and legally binding agreement of Xxxxxx LLC agreement, enforceable against Xxxxxx LLC in accordance with its terms; (ii) each of the Organizational Documents (other than the Partnership Agreement Agreement) has been duly authorized, executed and delivered by the General Partner respective member of the Partnership Group party thereto and is a valid and legally binding agreement of such member of the General PartnerPartnership Group, enforceable against the General Partner such member in accordance with its termsthe terms of each of such Organizational Documents; and (iii) the Operating GP Limited Liability Company Agreement of OCI Wyoming LLC, a Delaware limited liability company (“OCI LLC”) has been duly authorized, validly executed and delivered by the Partnership NRP Trona LLC, a Delaware limited liability company (“NRP Trona”) and is a valid and legally binding agreement of the PartnershipNRP Trona, 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 NRP Trona in accordance with its terms; provided that, with respect to each agreement described in this Section 6(t)such agreement, the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, fraudulent transfer 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 and, provided further, that the indemnity indemnity, contribution and contribution 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 Operating GP Agreement, and the Operating Partnership Agreement are herein collectively referred to as the "Operative Agreements."

Enforceability of Other Agreements. (i) The General Partner Company 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 be duly authorized, executed and delivered by the General Partner Members (as defined in the Company LLC Agreement) and is a valid and legally binding agreement of the General PartnerInitial Member (as defined in the Company LLC Agreement) and the Members, enforceable against the General Partner Initial Members and the Members in accordance with its terms; and (ii) The limited liability company agreement or articles of incorporation and bylaws, as applicable, of each of the Manager, the Operating GP Agreement has LLC and the Subsidiaries (together with the Company LLC Agreement, the “Atlas Entities Organizational Agreements”) have been duly authorized, executed and delivered by the Partnership parties thereto and is a are valid and legally binding agreement agreements of the Partnershipparties thereto, enforceable against the Partnership such parties 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 their respective terms; provided that, with respect to each agreement described in this Section 6(t3(o), the enforceability thereof may be limited by (A) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, fraudulent transfer 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(B) public policy, that the indemnity and contribution provisions contained in any of such agreements may be limited by applicable laws relating to fiduciary duties and public policy. The General Partner LLC Agreement, the Partnership Agreement, the Operating GP Agreement, indemnification and the Operating Partnership Agreement are herein collectively referred to as the "Operative Agreementsan implied covenant of good faith and fair dealing."

Enforceability of Other Agreements. (i) The General Partner LLC Partnership Agreement has been duly authorized, validly executed and delivered by Xxxxxx LLC and is a valid and legally binding agreement of Xxxxxx LLC agreement, enforceable against Xxxxxx LLC in accordance with its terms; (ii) each of the Organizational Documents (other than the Partnership Agreement Agreement) has been duly authorized, executed and delivered by the General Partner respective member of the Partnership Group party thereto and is a valid and legally binding agreement of such member of the General PartnerPartnership Group, enforceable against the General Partner such member in accordance with its termsthe terms of each of such Organizational Documents; and (iii) the Operating GP OCI LP Partnership Agreement has been duly authorized, validly executed and delivered by the Partnership NRP Trona LLC, a Delaware limited liability company (“NRP Trona”) and is a valid and legally binding agreement of the PartnershipNRP Trona, 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 NRP Trona in accordance with its terms; provided that, with respect to each agreement described in this Section 6(t)such agreement, the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, fraudulent transfer 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 and, provided further, that the indemnity indemnity, contribution and contribution 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 Operating GP Agreement, and the Operating Partnership Agreement are herein collectively referred to as the "Operative Agreements."