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 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. (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, Agreement and 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 agreements of Calumet, enforceable against Calumet in accordance with its terms;; and (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, provided that, with respect to each agreement described in this Section 3(aa3(w), 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. (i) The Partnership Agreement has been duly authorized, executed and delivered by the General Partner Partner, Heritage, Calumet Inc., Fxxxxxxxxx and Gxxxx as the “Organizational Limited Partners” and is a valid and legally binding agreement of the General Partner, Heritage, Calumet Inc., Fxxxxxxxxx and Gxxxx as the Organizational Limited Partners, enforceable against the General Partner Partner, Heritage, Calumet Inc., Fxxxxxxxxx and Gxxxx as the Organizational Limited Partners 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) The General Partner Agreement has been duly authorized, executed and delivered by Heritage, Gxxxx and Fxxxxxxxxx and is a valid and legally binding agreement of Heritage, Gxxxx and Fxxxxxxxxx, enforceable against Heritage, Gxxxx and Fxxxxxxxxx in accordance with its terms; (v) 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; (vvi) Each of the 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 agreements of Calumet, enforceable against Calumet in accordance with its terms;; and (vivii) The Calumet Agreement has been duly authorized, executed and delivered by the OLP GP and the Operating Company Partnership and is a valid and legally binding agreement of the OLP GP and the Operating CompanyPartnership, enforceable against the OLP GP and the Operating Company Partnership 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, provided that, with respect to each agreement described in this Section 3(aa1(v), the enforceability thereof may be limited by the Enforceability Exceptionsbankruptcy, 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 and contribution provisions contained therein may be limited by applicable laws or 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) The General Partner Agreement has been duly authorized, executed and delivered by Heritage, Xxxxx and Xxxxxxxxxx and is a valid and legally binding agreement of Heritage, Xxxxx and Xxxxxxxxxx, enforceable against Heritage, Xxxxx and Xxxxxxxxxx in accordance with its terms; (v) 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; (vvi) Each of the Calumet Shreveport Agreement, the Calumet Superior Agreement, Agreement and 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 agreements of Calumet, enforceable against Calumet in accordance with its terms; (vivii) 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 CompanyPartnership, 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, provided that, with respect to each agreement described in this Section 3(aa1(w), the enforceability thereof may be limited by the Enforceability Exceptionsbankruptcy, 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 and contribution provisions contained therein may be limited by applicable laws or 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) The General Partner Agreement has been duly authorized, executed and delivered by Heritage, Xxxxx and Xxxxxxxxxx and is a valid and legally binding agreement of Heritage, Xxxxx and Xxxxxxxxxx, enforceable against Heritage, Xxxxx and Xxxxxxxxxx in accordance with its terms; (v) 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; (vvi) Each of the Calumet Shreveport Agreement, the Calumet Superior Agreement, Agreement and 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; (vivii) 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 (viiviii) The Royal Purple Xxxxxx 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 PurpleXxxxxx) is a valid and legally binding agreement of the parties thereto, enforceable against the parties thereto in accordance with its terms; provided, provided that, with respect to each agreement described in this Section 3(aa1(y), the enforceability thereof may be limited by 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 in equity or at law) (collectively, 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. (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) The General Partner Agreement has been duly authorized, executed and delivered by Heritage, Xxxxx Xxxx and Xxxxxxxxxx and is a valid and legally binding agreement of Heritage, Xxxxx Xxxx and Xxxxxxxxxx, enforceable against Heritage, Xxxxx Xxxx and Xxxxxxxxxx in accordance with its terms; (v) 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; (vvi) 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;; and (vivii) 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, provided that, with respect to each agreement described in this Section 3(aa1(bb), the enforceability thereof may be limited by 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 in equity or at law) (collectively, 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. At or before the First Time of Delivery: (i) The Partnership Agreement has will have been duly authorized, executed and delivered by the General Partner Partner, Heritage, Calumet Inc., Fxxxxxxxxx and is Gxxxx as the “Organizational Limited Partners” and will be a valid and legally binding agreement of the General Partner, Heritage, Calumet Inc., Fxxxxxxxxx and Gxxxx as the Organizational Limited Partners, enforceable against the General Partner Partner, Heritage, Calumet Inc., Fxxxxxxxxx and Gxxxx as the Organizational Limited Partners in accordance with its terms; (ii) The Operating Company Agreement has will have been duly authorized, executed and delivered by the Partnership and is will be a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; (iii) The OLP GP Agreement has will have been duly authorized, executed and delivered by the Operating Company and is will be a valid and legally binding agreement of the Operating Company, enforceable against the Operating Company in accordance with its terms; (iv) The General Partner Agreement will have been duly authorized, executed and delivered by Heritage, Gxxxx and Fxxxxxxxxx and will be a valid and legally binding agreement of Heritage, Gxxxx and Fxxxxxxxxx, enforceable against Heritage, Gxxxx and Fxxxxxxxxx in accordance with its terms; (v) Each of the Shreveport Subsidiary Agreements has been will be duly authorized, executed and delivered by Calumet Shreveport and is will be a valid and legally binding agreement of Calumet Shreveport, enforceable against Calumet Shreveport in accordance with its terms; (vvi) Each of the The Calumet Shreveport Agreement, the Calumet Superior Agreement, the Calumet Penreco Agreement, the Calumet Missouri Agreement and the TruSouth Oil Agreement has been will be duly authorized, executed and delivered by Calumet and is a will be valid and legally binding agreement agreements of Calumet, enforceable against Calumet in accordance with its terms; (vivii) The Calumet Agreement has been will be duly authorized, executed and delivered by the OLP GP and the Operating Company Partnership and is will be a valid and legally binding agreement of the OLP GP and the Operating CompanyPartnership, enforceable against the OLP GP and the Operating Company Partnership in accordance with its terms; (viii) Each of the 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 enforceable against such parties in accordance with their respective terms; (ix) An omnibus agreement dated as of the First Time of Delivery (the “Omnibus Agreement”) will have been duly authorized, executed and delivered by each of the parties thereto 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 Fxxxxxxxxx Purchase Agreement will have been duly authorized, executed and delivered by the Partnership, the General Partner and the Fxxxxxxxxx Investors and will be a valid and legally binding agreement of the parties thereto enforceable against each of them in accordance with its terms; and (viixi) The Royal Purple Acquisition Agreement has Credit Agreements will have been duly authorized, executed and delivered by each of the Partnership parties thereto and (assuming due authorization, execution and delivery by Royal Purple and the stockholders of Royal Purple) is a will be valid and legally binding agreement agreements of the parties thereto, each of them enforceable against the parties thereto each of them in accordance with its terms; provided, provided that, with respect to each agreement described in this Section 3(aa1(v), the enforceability thereof may be limited by the Enforceability Exceptionsbankruptcy, 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 and contribution provisions contained therein may be limited by applicable laws or public policy. The Organizational Agreements, the Contribution Documents, the Omnibus Agreement, the Fxxxxxxxxx Purchase Agreement and the Credit Agreements are herein collectively referred to as the “Operative Agreements.”

Enforceability of Other Agreements. At or before the First Time of Delivery: (i) The Partnership Agreement has will have been duly authorized, executed and delivered by the General Partner Partner, Heritage, Calumet Inc., Fxxxxxxxxx and is Gxxxx as the “Organizational Limited Partners” and will be a valid and legally binding agreement of the General Partner, Heritage, Calumet Inc., Fxxxxxxxxx and Gxxxx as the Organizational Limited Partners, enforceable against the General Partner Partner, Heritage, Calumet Inc., Fxxxxxxxxx and Gxxxx as the Organizational Limited Partners in accordance with its terms; (ii) The Operating Company Agreement has will have been duly authorized, executed and delivered by the Partnership and is will be a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; (iii) The OLP GP Agreement has will have been duly authorized, executed and delivered by the Operating Company and is will be a valid and legally binding agreement of the Operating Company, enforceable against the Operating Company in accordance with its terms; (iv) The General Partner Agreement will have been duly authorized, executed and delivered by Heritage, Gxxxx and Fxxxxxxxxx and will be a valid and legally binding agreement of Heritage, Gxxxx and Fxxxxxxxxx, enforceable against Heritage, Gxxxx and Fxxxxxxxxx in accordance with its terms; (v) Each of the Shreveport Subsidiary Agreements has been will be duly authorized, executed and delivered by Calumet Shreveport and is will be a valid and legally binding agreement of Calumet Shreveport, enforceable against Calumet Shreveport in accordance with its terms; (vvi) Each of the The Calumet Shreveport Agreement, the Calumet Superior Agreement, the Calumet Penreco Agreement, the Calumet Missouri Agreement and the TruSouth Oil Agreement has been will be duly authorized, executed and delivered by Calumet and is a will be valid and legally binding agreement agreements of Calumet, enforceable against Calumet in accordance with its terms; (vivii) The Calumet Agreement has been will be duly authorized, executed and delivered by the OLP GP and the Operating Company Partnership and is will be a valid and legally binding agreement of the OLP GP and the Operating CompanyPartnership, enforceable against the OLP GP and the Operating Company Partnership in accordance with its terms; and; (viiviii) Each of the 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 enforceable against such parties in accordance with their respective terms; (ix) An omnibus agreement dated as of the First Time of Delivery (the “Omnibus Agreement”) will have been duly authorized, executed and delivered by each of the parties thereto 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 Royal Purple Acquisition Fxxxxxxxxx Purchase Agreement has will have been duly authorized, executed and delivered by the Partnership and (assuming due authorization, execution the Fxxxxxxxxx Investors and delivery by Royal Purple and the stockholders of Royal Purple) is will be a valid and legally binding agreement of the parties thereto, thereto enforceable against the parties thereto each of them in accordance with its terms; providedand (xi) The Credit Agreements will have been duly authorized, executed and delivered by each of 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; provided that, with respect to each agreement described in this Section 3(aa1(v), the enforceability thereof may be limited by the Enforceability Exceptionsbankruptcy, 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 and contribution provisions contained therein may be limited by applicable laws or public policy. The Organizational Agreements, the Contribution Documents, the Omnibus Agreement, the Fxxxxxxxxx Purchase Agreement and the Credit Agreements are herein collectively referred to as the “Operative Agreements.”