Common use of Enforceability of Other Agreements Clause in Contracts

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. (i) the Partnership Agreement has been duly authorized, executed and delivered by the General Partner and is a legal, valid and legally 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 Chesapeake Midstream Ventures, L.L.C. (“Midstream Ventures”) and is a legal, valid and legally 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 legally 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 OLLC and is a legal, valid and legally binding agreement of the Partnership Entity party theretoOLLC, enforceable against the such Partnership Entities OLLC 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. (i) the General Partner LLC Agreement has been duly authorized, executed and delivered by Teekay Holdings and is a valid and legally binding agreement of Teekay Holdings, enforceable against Teekay Holdings in accordance with its terms; (ii) the Partnership Agreement has been duly authorized, executed and delivered by the General Partner and is a legal, valid and legally 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 Operating Company LLC Agreement has been duly authorized, executed and delivered by the Partnership and is a legal, valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; and (iv) each of the limited liability company agreement of each Operating Subsidiary has Subsidiaries’ Organizational Documents have been duly authorized, executed and delivered by the Partnership appropriate Teekay Entity party thereto and is a legal, valid and legally binding agreement of the Partnership Entity party theretosuch Teekay Entity, enforceable against the such Partnership Entities Teekay Entity in accordance with its terms; except . provided that, with respect to each agreement described in each case as this Section 1(w), 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, provided further, that the indemnity, contribution and (ii) exoneration provisions contained in any of such agreements may be limited by applicable laws and public policy. The General Partner LLC Agreement, any applicable law relating the Partnership Agreement, the Operating Company LLC Agreement, and the Operating Subsidiaries’ Organizational Documents are herein collectively referred to fiduciary duties and indemnification and an implied covenant of good faith and fair dealingas the “Organizational Documents.”

Enforceability of Other Agreements. (i) the 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 OLLC and is a legal, valid and binding agreement of the Partnership Entity party theretoOLLC, enforceable against the such Partnership Entities OLLC 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. (ia) the Partnership The Limited Liability Company Agreement has been duly authorized, executed and delivered by the General Partner Members (as defined in the Limited Liability Company Agreement) and is a legal, valid and legally binding agreement of the General PartnerInitial Members (as defined in the Limited Liability Company Agreement) and the Members, enforceable against the General Partner Initial Members and the Members in accordance with its terms; ; (iib) each of 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 Copano Entity Operative Documents has been duly authorized, executed and delivered by the Partnership Copano Entities parties thereto, as applicable, and is a legal, valid and legally binding agreement of the Partnershiprespective parties thereto, enforceable against the Partnership Copano Entities parties thereto in accordance with its terms; and and (ivc) each of the limited liability company agreement of each Operating Subsidiary Contribution Documents and the Merger and Conversion Documents has been duly authorized, executed and delivered by the Partnership Entity party Copano Entities parties thereto and is a legal, valid and legally binding agreement of the Partnership Entity party theretorespective parties, enforceable against the such Partnership Copano Entities parties thereto in accordance with its terms; except provided that, with respect to each agreement described in each case as this paragraph 18, 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 contribution and an implied covenant of good faith and fair dealing.

Enforceability of Other Agreements. (i) the General Partner LLC Agreement has been duly authorized, executed and delivered by Teekay Holdings and is a valid and legally binding agreement of Teekay Holdings, enforceable against Teekay Holdings in accordance with its terms; (ii) the Partnership Agreement has been duly authorized, executed and delivered by the General Partner and is a legal, valid and legally 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 Operating Company LLC Agreement has been duly authorized, executed and delivered by the Partnership and is a legal, valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; and (iv) each of the limited liability company agreement of each Operating Subsidiary has Subsidiaries’ Organizational Documents have been duly authorized, executed and delivered by the Partnership appropriate Teekay Entity party thereto and is a legal, valid and legally binding agreement of the Partnership Entity party theretosuch Teekay Entity, enforceable against the such Partnership Entities Teekay Entity in accordance with its terms; except provided that, with respect to each agreement described in each case as this Section 1(w), 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, provided further, that the indemnity, contribution and (ii) exoneration provisions contained in any of such agreements may be limited by applicable laws and public policy. The General Partner LLC Agreement, any applicable law relating the Partnership Agreement, the Operating Company LLC Agreement, the certificates of limited partnership or formation and other organizational documents of the Teekay Parties, and the Operating Subsidiaries’ Organizational Documents are herein collectively referred to fiduciary duties and indemnification and an implied covenant of good faith and fair dealingas the “Organizational Documents.”

Enforceability of Other Agreements. (i) the General Partner LLC Agreement has been duly authorized, executed and delivered by Teekay Holdings and is a valid and legally binding agreement of Teekay Holdings, enforceable against Teekay Holdings in accordance with its terms; (ii) the Partnership Agreement has been duly authorized, executed and delivered by the General Partner and is a legal, valid and legally 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 Operating Company LLC Agreement has been duly authorized, executed and delivered by the Partnership and is a legal, valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; and (iv) each of the limited liability company agreement of each Operating Subsidiary has Subsidiaries’ Organizational Documents have been duly authorized, executed and delivered by the Partnership appropriate Teekay Entity party thereto and is a legal, valid and legally binding agreement of the Partnership Entity party theretosuch Teekay Entity, enforceable against the such Partnership Entities Teekay Entity in accordance with its terms; except . provided that, with respect to each agreement described in each case as this Section 1(w), 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, provided further, that the indemnity, contribution and (ii) exoneration provisions contained in any of such agreements may be limited by applicable laws and public policy. The General Partner LLC Agreement, any applicable law relating the Partnership Agreement, the Operating Company LLC Agreement, the certificates of limited partnership or formation and other organizational documents of the Teekay Parties, and the Operating Subsidiaries’ Organizational Documents are herein collectively referred to fiduciary duties and indemnification and an implied covenant of good faith and fair dealingas the “Organizational Documents.”

Enforceability of Other Agreements. (i) the The Partnership Agreement has been duly authorized, executed and delivered by the General Partner and is a legal, valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms; (ii) the General Partner LLC Agreement has been duly authorized, executed and delivered by Access Midstream Ventures, L.L.C. (“Midstream Ventures”) GP Holdings and is a legal, valid and legally binding agreement of Midstream VenturesGP Holdings, enforceable against Midstream Ventures GP Holdings in accordance with its terms; (iii) the OLLC Operating Company Agreement has been duly authorized, executed and delivered by the Partnership and is a legal, valid and legally binding agreement of the Partnership, enforceable against the Partnership General Partner in accordance with its terms; and (iv) the limited liability company agreement of each Operating Subsidiary has LLC Agreements have been duly authorized, executed and delivered by the Partnership Entity party thereto Operating Company and is a legal, are valid and legally binding agreement agreements of the Partnership Entity party theretoOperating Company, enforceable against the such Partnership Entities Operating Company in accordance with its terms; except provided that, with respect to each agreement described in each case as this Section 1(v), the enforceability thereof may be limited by (i) applicable 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 at law or in equity or at law) equity), and (ii) public policy, any applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing. The Partnership Agreement, the GP LLC Agreement, the Operating Company Agreement and the Operating Subsidiary LLC Agreements are herein collectively referred to as the “Organizational Agreements.”

Enforceability of Other Agreements. At or before the Closing Date: (i) the The Partnership Agreement has been duly authorized, executed and delivered by the General Partners and the Organizational Limited Partner and is a legal, valid and legally binding agreement of the General Partners and the Organizational Limited Partner, enforceable against the General Partners and the Organizational Limited 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 The Operating Company LLC Agreement has been duly authorized, executed and delivered by the Partnership and is a legal, valid and legally binding agreement of the Partnership, enforceable against the Partnership it in accordance with its terms; and; (iviii) the limited liability company agreement of each Operating Subsidiary The New Propane LLC Agreement has been duly authorized, executed and delivered by the Partnership Entity party thereto Non-Managing General Partner and is will be a legal, valid and binding agreement of the Partnership Entity party theretoNon-Managing General Partner against it in accordance with its terms; (iv) 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 the such Partnership Entities 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; except provided that, with respect to each agreement described in each case as this Section 4(u), 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) provided, further, that the indemnity, contribution and exoneration provisions contained in any of such agreements may be limited by applicable laws and public policy, any applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing.