Common use of Validity of Agreement; Authorization; Valid Issuance Clause in Contracts

Validity of Agreement; Authorization; Valid Issuance. (a) The Partnership has the requisite power and authority to enter into the Transaction Documents to which it is or will be a party and to carry out its obligations thereunder. The execution and delivery of the Transaction Documents by each of the Partnership Entities and the performance of the obligations of each of the Partnership Entities thereunder have been duly authorized by the board of directors of the general partner of the Partnership (the “Partnership Board”) and no other proceedings on the part of the Partnership or any of the Partnership Entities are necessary to authorize such execution, delivery and performance. Each of the Transaction Documents to which the Partnership is or will be a party has been (in the case of this Agreement and the other Transaction Documents executed on the date hereof), or will be at the Closing (in the case of any other Transaction Documents) duly executed and delivered by the Partnership and constitute, or will constitute at the Closing, as applicable, the Partnership’s valid and binding obligation, enforceable against the Partnership in accordance with its terms (except to the extent that its enforceability may be limited by the Remedies Exception).

Validity of Agreement; Authorization; Valid Issuance. (a) The Partnership has the requisite power and authority to enter into the Transaction Documents to which it is or or, subject to obtaining the Unitholder Approval, will be a party and to carry out its obligations thereunder. The execution and delivery of the Transaction Documents by each of the Partnership Entities and the performance of the obligations of each of the Partnership Entities thereunder have been duly authorized by the board of directors of the general partner of the Partnership (the “Partnership Board”) and and, other than obtaining the Unitholder Approval, no other proceedings on the part of the Partnership or any of the Partnership Entities are necessary to authorize such execution, delivery and performance. Each of the Transaction Documents to which the Partnership is or will be a party has been (in the case of this Agreement and the other Transaction Documents executed on the date hereof), or will be at the Closing (in the case of any other Transaction Documents) duly executed and delivered by the Partnership and constitute, or will constitute at the Closing, as applicable, the Partnership’s valid and binding obligation, enforceable against the Partnership in accordance with its terms (except to the extent that its enforceability may be limited by the Remedies Exception).