Common use of Enforceability of Other Agreements Clause in Contracts

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. At or before the time of purchase, and assuming the due authorization, execution and delivery by each party thereto (other than the Regency Parties):First Closing Date: (i1) the Partnership Limited Liability Company Agreement will have been duly authorized. , executed and delivered by the Members (as defined in the Limited Liability Company Agreement) and will be a valid and legally binding agreement of the Initial Members (as defined in the Limited Liability Company Agreement) and the Members, enforceable against the Initial Members and the Members in accordance with its terms; (2) the certificate of formation, limited liability company agreement, certificate of incorporation, bylaws or other organizational documents, as applicable, (the “Linn Energy Entities Operative Documents”) will have been duly authorized, executed and delivered by the Linn Energy Entities that are parties thereto, as applicable, and will be a valid and legally binding agreement of the respective parties thereto, enforceable against the Linn Energy Entities that are parties thereto in accordance with its terms; and (3) the Credit Agreement (as defined in Section 17 hereof) has been duly authorized, executed and delivered by the Linn Energy Entities that are 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 thereinparties, enforceable against the each of them Linn Energy Entities that are parties thereto in accordance with its terms; provided that, with respect to each agreement described in this Section 3(p1(o), the enforceability thereof may be limited by (Ai) 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 (Bii) public policy, applicable laws law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing; 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 time of purchase, and assuming the due authorization, execution and delivery by each party thereto (other than the Regency Parties):Closing Date: (i) the Partnership Agreement will have been duly authorized. , executed and delivered by the parties thereto General Partner, New Continental, the Xxxx Trusts and Equity Financial Services and will be a valid and legally binding agreement of the parties thereto General Partner, New Continental, the Xxxx Trusts and Equity Financial Services, enforceable against the parties thereto each of them 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 incorporationlimited partnership agreement, 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 "Partnership Entity 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 (viii) each of the Credit Agreement Transaction Documents will have been duly authorized, executed and delivered by the Operating Partnership and the Guarantors named therein parties thereto and will be a valid and legally binding agreement agreements of the Partnership and the Guarantors named thereinparties thereto, enforceable against the each of them such parties in accordance with its their respective terms; provided that, with respect to each agreement described in this Section 3(p4(l), 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); . The Partnership Entity Operative Agreements and (B) public policy, applicable laws relating the Transaction Documents are herein collectively referred to fiduciary duties and indemnification and an implied covenant of good faith and fair dealingas the "Operative Agreements."

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 Company LLC Agreement will have been be duly authorized. , executed and delivered by the parties thereto Members (as defined in the Company LLC Agreement) and will be is a valid and legally binding agreement of the parties thereto Initial Member (as defined in the Company LLC Agreement) and the Members, enforceable against the parties thereto Initial Members and the Members 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 incorporationincorporation and bylaws, as applicable, of each of the Manager, the Operating LLC and the Subsidiaries (together with the Partnership Agreement, the GP LP Agreement and the GP Company LLC Agreement, the “Regency Atlas 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 (viii) the Credit Agreement Transaction Documents will have been duly authorized, executed and delivered by the Operating Partnership and the Guarantors named therein parties thereto and will be a valid and legally binding agreement agreements of the Partnership and the Guarantors named thereinparties thereto, enforceable against the each of them such parties in accordance with its their respective terms; provided that, with respect to each agreement described in this Section 3(p3(n), 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. The Atlas Parties Operative Agreements and the Transaction Documents are herein referred to as the “Operative Agreements.”

Enforceability of Other Agreements. At or before a) the time General Partner LLC Agreement has been duly authorized, executed and delivered by Teekay Holdings and is a valid and legally binding agreement of purchaseTeekay Holdings, and assuming the due authorization, execution and delivery by each party thereto (other than the Regency Parties):enforceable against Teekay Holdings in accordance with its terms; (ib) the Partnership Agreement will have has been duly authorized. , executed and delivered by the parties thereto General Partner and will be is a valid and legally binding agreement of the parties thereto and General Partner, enforceable against the parties thereto General Partner in accordance with its terms; (iic) the General Partner LP Operating Company LLC Agreement will have has been duly authorized authorized, executed and delivered by the parties thereto Partnership and will be is a valid and legally binding agreement of the parties thereto and Partnership, enforceable against the parties thereto Partnership in accordance with its terms;; and (iiid) each of the GP LLC Agreement will Operating Subsidiaries’ Organizational Documents have been duly authorized, executed and delivered by the parties thereto appropriate Teekay Entity and will be is 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 theretosuch Teekay Entity, 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 Teekay Entity in accordance with its terms; provided that, with respect to each agreement described in this Section 3(p)2.23, 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, 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. The General Partner LLC Agreement, applicable laws relating the Partnership Agreement, the Operating Company LLC Agreement, the certificates of limited partnership or formation and other organizational documents of the General Partner, the Partnership and the Operating Company, 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. At or before the time of purchase, and assuming the due authorization, execution and delivery by each party thereto (other than the Regency Parties):Closing Date: (i) the Partnership Agreement (in substantially the form included in the Prospectus) will have been duly authorized. , executed and delivered by the parties thereto General Partner and the Sponsor Entities and will be a valid and legally binding agreement of the parties thereto General Partner and the Sponsor Entities enforceable against the parties thereto each of them in accordance with its terms; (ii) the General Partner Partnership Agreement, GP LLC LLC Agreement, Operating Partnership 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 Agreement, Operating Partnership 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 incorporationlimited partnership agreement, as applicable, of each of the Operating Subsidiaries (together with the Partnership AgreementAgreement (as described above), the GP LP Agreement and the GP LLC Agreement, the “Regency Parties "Partnership Entity 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 (viii) each of the Credit Agreement Transaction Documents will have been duly authorized, executed and delivered by the Operating Partnership and the Guarantors named therein parties thereto and will be a valid and legally binding agreement agreements of the Partnership and the Guarantors named thereinparties thereto, enforceable against the each of them such parties in accordance with its their respective terms; provided that, with respect to each agreement described in this Section 3(p5(q), the enforceability thereof may be limited by (Ai) 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 (Bii) public policy, applicable laws law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing. The Partnership Entity Operative Agreements and the Transaction Documents are herein collectively referred to as the "Operative Agreements."

Enforceability of Other Agreements. At or before the time Closing Time and at each Date of purchase, and assuming the due authorization, execution and delivery by each party thereto (other than the Regency Parties):Delivery: (iA) the Partnership General Partner Operating Agreement will have has been duly authorized. , executed and delivered by the parties thereto CFSI LLC and will be a valid and legally binding agreement of the parties thereto and CFSI LLC, enforceable against the parties thereto CFSI LLC in accordance with its terms; (iiB) the General Partner LP 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; (iii) the GP LLC Agreement will have has been duly authorized, executed and delivered by the General Partner and the other parties thereto and will be is a valid and legally binding agreement of the parties thereto and General Partner, enforceable against the parties thereto General Partner in accordance with its terms; (ivC) 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 Company Operating Agreement and the GP LLC Agreement, the “Regency Parties Operative Agreements”) will have has been duly authorized, executed and delivered by the parties thereto Partnership and will be is a valid and legally binding agreements agreement of the parties theretoPartnership, enforceable against such parties the Partnership in accordance with their respective its terms; and (vD) the Credit Agreement will have Transaction Document has been duly authorized, executed and delivered by the General Partner, the Partnership, the Operating Partnership Company and the Guarantors named therein Operating Subsidiaries parties thereto and will be is a valid and legally binding agreement of the Partnership General Partner, the Partnership, the Operating Company and the Guarantors named thereinOperating Subsidiaries parties thereto, enforceable against the each of them General Partner, the Partnership, the Operating Company and the Operating Subsidiaries parties thereto in accordance with its terms; provided that, with respect to each agreement described in this Section 3(p(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 laws relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing.

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):Closing Date: (i) the i. The Partnership Agreement will have been duly authorized. , executed and delivered by the parties thereto General Partners and the Organizational Limited Partner and will be a valid and legally binding agreement of the parties thereto General Partners and the Organizational Limited Partner, enforceable against the parties thereto General Partners and the Organizational Limited Partner in accordance with its terms; (ii) the . The Non-Managing 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 Partner's LLC Agreement will have been duly authorized, executed and delivered by Holdings and the parties thereto persons and entities listed on Schedule III and will be a valid and legally binding agreement of Holdings and the parties thereto persons and entities listed on Schedule III, enforceable against the parties thereto each of them in accordance with its terms; (iv) the limited partnership agreement, limited liability company agreement or articles of incorporation, as applicable, of each iii. Each of the Operating Subsidiaries (together with the Partnership Agreement, the GP LP Agreement and the GP LLC Agreement, the “Regency Parties Operative Agreements”) Contribution Documents will have been duly authorized, executed and delivered by the parties thereto and will be valid and legally binding agreements of the parties thereto, thereto enforceable against such parties in accordance with their respective terms; and; (v) the iv. The Bank Credit Agreement will have been duly authorized, executed and delivered by the Operating Partnership and the Guarantors named therein Company and will be a valid and legally binding agreement of the Partnership and the Guarantors named therein, Operating Company enforceable against the each of them Operating Company in accordance with its terms; provided that, with respect to each agreement described in this Section 3(p4(t), 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. The Partnership Agreement, applicable laws relating the Non-Managing General Partner LLC Agreement, the Contribution Documents and the Bank Credit Agreement are herein collectively referred to fiduciary duties and indemnification and an implied covenant of good faith and fair dealingas the "OPERATIVE AGREEMENTS."

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 Company LLC Agreement will have been be duly authorized. , executed and delivered by the parties thereto Members (as defined in the Company LLC Agreement) and will be is a valid and legally binding agreement of the parties thereto Initial Members (as defined in the Company LLC Agreement) and the Members, enforceable against the parties thereto Initial Members and the Members 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 incorporationincorporation and bylaws, as applicable, of each of the Manager, the Operating LLC and the Subsidiaries (together with the Partnership Agreement, the GP LP Agreement and the GP Company LLC Agreement, the “Regency Atlas 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 (viii) the Credit Agreement Transaction Documents will have been duly authorized, executed and delivered by the Operating Partnership and the Guarantors named therein parties thereto and will be a valid and legally binding agreement agreements of the Partnership and the Guarantors named thereinparties thereto, enforceable against the each of them such parties in accordance with its their respective terms; provided that, with respect to each agreement described in this Section 3(p3(n), 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. The Atlas Parties Operative Agreements and the Transaction Documents are herein referred to as the “Operative Agreements.”

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):Closing Date: (i) the Partnership Agreement (in substantially the form included in the Prospectus) will have been duly authorized. , executed and delivered by the parties thereto General Partner and the Sponsor Entities and will be a valid and legally binding agreement of the parties thereto General Partner and the Sponsor Entities enforceable against the parties thereto each of them in accordance with its terms; (ii) the General Partner Partnership Agreement, GP LLC LLC Agreement, Operating Partnership 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 Agreement, Operating Partnership 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 incorporationlimited partnership agreement, as applicable, of each of the Operating Subsidiaries (together with the Partnership Agreement, the GP LP Agreement and the GP LLC Agreement(as described above), the “Regency Parties Partnership Entity 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 (viii) each of the Credit Agreement Transaction Documents will have been duly authorized, executed and delivered by the Operating Partnership and the Guarantors named therein parties thereto and will be a valid and legally binding agreement agreements of the Partnership and the Guarantors named thereinparties thereto, enforceable against the each of them such parties in accordance with its their respective terms; provided that, with respect to each agreement described in this Section 3(p5(q), the enforceability thereof may be limited by (Ai) 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 (Bii) public policy, applicable laws law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing. The Partnership Entity Operative Agreements and the Transaction Documents are herein collectively referred to as the “Operative Agreements.”

Enforceability of Other Agreements. At or before the time Closing Time and at each Date of purchase, and assuming the due authorization, execution and delivery by each party thereto (other than the Regency Parties):Delivery: (iA) the Partnership General Partner Operating Agreement will have has been duly authorized. , executed and delivered by the parties thereto CFSI LLC and will be a valid and legally binding agreement of the parties thereto and CFSI LLC, enforceable against the parties thereto CFSI LLC in accordance with its terms; (iiB) the General Partner LP Partnership Agreement will have has been duly authorized authorized, executed and delivered by the General Partner and the other parties thereto and will be is a valid and legally binding agreement of the parties thereto and General Partner, enforceable against the parties thereto General Partner in accordance with its terms; (iiiC) the GP LLC 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; and (D) each of the Transaction Documents will have been duly authorized, executed and delivered by the parties thereto General Partner, the Partnership, the Operating Company 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 General Partner, the Partnership, the Operating Company and the Operating Subsidiaries parties thereto, enforceable against such the General Partner, the Partnership, the Operating Company and the Operating Subsidiaries parties thereto 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(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 laws relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing.