Common use of Enforceability of Other Agreements Clause in Contracts

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. (a) The General Partner Operating Agreement has been duly authorized, executed and delivered by GP Holdings CFSI LLC and is a valid and legally binding agreement of GP Holdings CFSI LLC, enforceable against GP Holdings CFSI 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. At or before the Closing Time and at each Date of Delivery: (aA) The the General Partner Operating Agreement has been duly authorized, executed and delivered by GP Holdings CFSI LLC and is Class B Members and will be a valid and legally binding agreement of GP Holdings LLCCFSI LLC and Class B Members, enforceable against GP Holdings CFSI LLC and Class B Members in accordance with its terms; (bB) the Partnership Agreement has been duly authorized, executed and delivered by the General Partner, and, assuming due authorization, execution Partner and delivery by the other parties thereto and is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms; and (cC) 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 9Section (xxi), 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) ); provided further; that the indemnity, contribution and (B) exoneration provisions contained in any of such agreements may be limited by applicable laws and 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. (a) The General Partner Operating Agreement has been duly authorized, executed and delivered by GP Holdings CFSI LLC and is a valid and legally binding agreement of GP Holdings CFSI LLC, enforceable against GP Holdings CFSI 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 911, 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. (ai) 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 Partners and delivery by the other parties thereto is a valid and legally binding agreement of the General PartnerPartners, enforceable against the General Partner Partners in accordance with its terms; and; (cii) the The Operating Company Operating 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; (iii) The 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; (iv) 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 paragraph 9Section 4(y), 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) provided, further, that the indemnity, contribution and exoneration provisions contained in any of such agreements may be limited by applicable laws and 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. At or before the Closing Time and at each Date of Delivery: (aA) The the General Partner Operating Agreement has been duly authorized, executed and delivered by GP Holdings LLC LLC, and is a valid and legally binding agreement of GP Holdings LLC, enforceable against GP Holdings LLC in accordance with its terms; (bB) the Partnership Agreement has been duly authorized, executed and delivered by the General Partner, and, assuming due authorization, execution Partner and delivery by the other parties thereto and is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms; and (cC) 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 9Section (xxi), 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) ); provided further; that the indemnity, contribution and (B) exoneration provisions contained in any of such agreements may be limited by applicable laws and 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. At or before each Applicable Time: (aA) The the General Partner Operating Agreement has been duly authorized, executed and delivered by GP Holdings LLC LLC, and is a valid and legally binding agreement of GP Holdings LLC, enforceable against GP Holdings LLC in accordance with its terms; (bB) the Partnership Agreement has been duly authorized, executed and delivered by the General Partner, and, assuming due authorization, execution Partner and delivery by the other parties thereto and is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms; and (cC) 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 9Section 6(u), 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) ); provided further; that the indemnity, contribution and (B) exoneration provisions contained in any of such agreements may be limited by applicable laws and 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. At or before the Closing Time and at each Date of Delivery: (aA) The the General Partner Operating Agreement has been duly authorized, executed and delivered by GP Holdings LLC LLC, and is a valid and legally binding agreement of GP Holdings LLC, enforceable against GP Holdings LLC in accordance with its terms; (bB) the Partnership Agreement has been duly authorized, executed and delivered by the General Partner, and, assuming due authorization, execution Partner and delivery by the other parties thereto and is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms; and (cC) 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 9Section 1(xxi), 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) ); provided further; that the indemnity, contribution and (B) exoneration provisions contained in any of such agreements may be limited by applicable laws and 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. (aA) 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 Partner 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; (cB) the The Operating Company Operating Partnership Agreement has been duly authorized, executed and delivered by the General Partner and the Partnership and is a valid and legally binding agreement of the General Partner and the Partnership, enforceable against the General Partner and the Partnership in accordance with its terms; and (C) The Subsidiary Organizational Documents that are limited liability company agreements or limited partnership agreements have been duly authorized, executed and delivered by the parties thereto and are valid and legally binding agreements of the parties thereto, enforceable against such parties in accordance with their respective terms; provided that, with respect to each agreement described in this paragraph 9opinion xiv, 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 laws relating to fiduciary duties and indemnification and contribution and an implied covenant of good faith and fair dealing.

Enforceability of Other Agreements. (ai) The General Partner Operating At the Closing Date, the Partnership Agreement has will have been duly authorized, executed and delivered by Inergy Holdings GP Holdings LLC and is will be a valid and legally binding agreement of GP Inergy Holdings LLCGP, enforceable against Inergy Holdings GP Holdings LLC in accordance with its terms; (bii) the The MLP Partnership Agreement has been duly authorized, executed and delivered by the General Partner, and, assuming due authorization, execution Partners and delivery by the other parties thereto is a valid and legally binding agreement of the General PartnerPartners, enforceable against the General Partner Partners in accordance with its terms; and; (ciii) The Operating LLC Agreement of the Operating Company (the “Operating Agreement 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; (iv) The General Partner and New Propane LLC Agreements have been duly authorized, executed and delivered by Holdings and are valid and legally binding agreements of Holdings, enforceable against it in accordance with their terms; provided that, with respect to each agreement described in this paragraph 9Section 4(w), 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) provided, further, that the indemnity, contribution and exoneration provisions contained in any of such agreements may be limited by applicable laws and 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. (ai) 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 Partners and delivery by the other parties thereto is a valid and legally binding agreement of the General PartnerPartners, enforceable against the General Partner Partners in accordance with its terms; and; (cii) the The Operating Company Operating 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; (iii) The 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; (iv) 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 paragraph 9Section 4(x), 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) provided, further, that the indemnity, contribution and exoneration provisions contained in any of such agreements may be limited by applicable laws and public policy, applicable law relating to fiduciary duties and indemnification and contribution and an implied covenant of good faith and fair dealing.