Common use of Representations and Warranties of MMHGP Clause in Contracts

Representations and Warranties of MMHGP. MMHGP hereby represents, warrants and covenants to MMP and to GP that as of the date hereof: (a) MMHGP is duly organized, validly existing, and in good standing under the laws of the State of Delaware; MMHGP is duly qualified and in good standing in the States required in order to perform the Services except where failure to be so qualified or in good standing could not reasonably be expected to have a material adverse impact on GP or MMP; and MMHGP has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (b) MMHGP has duly executed and delivered this Agreement, and this Agreement constitutes the legal, valid and binding obligation of MMHGP, enforceable against it in accordance with its terms (except as may be limited by bankruptcy, insolvency or similar laws of general application and by the effect of general principles of equity, regardless of whether considered at law or in equity); and (c) The authorization, execution, delivery, and performance of this Agreement by MMHGP does not and will not (i) conflict with, or result in a breach, default or violation of, (A) its limited liability company certificate or the limited partnership agreement of MGG Holdings, L.P., (B) any contract or agreement to which it is a party or is otherwise subject, or (C) any law, order, judgment, decree, writ, injunction or arbitral award to which it is subject; or (ii) require any consent, approval or authorization from, filing or registration with, or notice to, any governmental authority or other Person, unless such requirement has already been satisfied, except, in the case of clauses (i)(B) and (i)(C), for such conflicts, breaches, defaults or violations that would not have a material adverse effect on MMHGP or on its ability to perform its obligations hereunder, and except, in the case of clause (ii), for such consents, approvals, authorizations, filings, registrations or notices, the failure of which to obtain or make would not have a material adverse effect on MMHGP or on its ability to perform its obligations hereunder.

Representations and Warranties of MMHGP. MMHGP hereby represents, warrants and covenants to MMP and to GP that as of the date hereof: (a) MMHGP is duly organized, validly existing, and in good standing under the laws of the State of Delaware; MMHGP is duly qualified and in good standing in the States jurisdictions required in order to perform the Services its obligations under this Agreement, except where failure to be so qualified or in good standing could not reasonably be expected to have a material adverse impact effect on GP or MMP; and MMHGP has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (b) MMHGP has duly executed and delivered this Agreement, and this Agreement constitutes the legal, valid and binding obligation of MMHGP, enforceable against it in accordance with its terms (except as may be limited by bankruptcy, insolvency or similar laws of general application and by the effect of general principles of equity, regardless of whether considered at law or in equity); and (c) The authorization, execution, delivery, and performance of this Agreement by MMHGP does not and will not (i) conflict with, or result in a breach, default or violation of, (A) its MMHGP’s certificate of formation or limited liability company agreement, (B) the certificate of limited partnership or the limited partnership agreement of MGG Magellan Midstream Holdings, L.P., a Delaware limited partnership (B“MMHLP”), (C) any contract or agreement to which it MMHGP or MMHLP is a party or is otherwise subject, or (CD) any law, order, judgment, decree, writ, injunction or arbitral award to which it MMHGP or MMHLP is subject; or (ii) require any consent, approval or authorization from, filing or registration with, or notice to, any governmental authority Governmental Authority or other Person, unless such requirement has already been satisfied, except, in the case of clauses (i)(Bi)(C) and (i)(Ci)(D), for such conflicts, breaches, defaults or violations that would not have a material adverse effect on MMHGP or on its ability to perform its obligations hereunder, and except, in the case of clause (ii), for such consents, approvals, authorizations, filings, registrations or notices, the failure of which to obtain or make would not have a material adverse effect on MMHGP or on its ability to perform its obligations hereunder.