Common use of Validity of Agreement; Authorization Clause in Contracts

Validity of Agreement; Authorization. Each Acquiror has full power and authority to enter into this Agreement and the other Transaction Documents to which such Acquiror is a party and to perform its obligations hereunder and thereunder and to comply with the terms and conditions hereunder and thereunder. The execution and delivery of this Agreement and the other Transaction Documents to which such Acquiror is a party and the performance by such Acquiror of its respective obligations hereunder and thereunder have been duly authorized by such Acquiror’s governing body and, to the extent required, its equityholder(s), and no other proceedings on the part of such Acquiror are necessary to authorize such execution, delivery and performance. This Agreement and the other Transaction Documents to which such Acquiror is a party have been duly executed and delivered by such Acquiror (except for any Transaction Documents required to be executed and delivered at the Closing, in which case such Transaction Documents will be duly executed and delivered by such Acquiror at the Closing) and, assuming due execution and delivery by the other parties hereto and thereto, constitute or will constitute such Acquiror’s valid and binding obligation, enforceable against such Acquiror in accordance with their respective terms, except insofar as such enforceability may be limited by Enforceability Exceptions.

Validity of Agreement; Authorization. Each Acquiror Such Seller has full power and authority to enter into this Agreement and the other Transaction Documents to which such Acquiror Seller is a party and to perform its obligations hereunder and thereunder and to comply with the terms and conditions hereunder and thereunder. The If such Seller is an entity, the execution and delivery of this Agreement and the other Transaction Documents to which such Acquiror Seller is a party and the performance by such Acquiror Seller of its respective obligations hereunder and thereunder have been duly authorized by such AcquirorSeller’s governing body and, to the extent required, its equityholder(s), and no other proceedings on the part of such Acquiror Seller are necessary to authorize such execution, delivery and performance. This Agreement and the other Transaction Documents to which such Acquiror Seller is a party have been duly executed and delivered by such Acquiror Seller (except for any Transaction Documents required to be executed and delivered at the Closing, in which case such Transaction Documents will be duly executed and delivered by such Acquiror Seller at the Closing) and, assuming due execution and delivery by the other parties hereto and thereto, constitute or will constitute such AcquirorSeller’s valid and binding obligation, enforceable against such Acquiror Seller in accordance with their respective terms, except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity (collectively, “Enforceability Exceptions”).

Validity of Agreement; Authorization. Each Acquiror Seller has full power and authority to enter into this Agreement and the other Transaction Documents to which such Acquiror Seller is a party and to perform its obligations hereunder and thereunder and to comply with the terms and conditions hereunder and thereunder. The execution and delivery of this Agreement and the other Transaction Documents to which such Acquiror Seller is a party and the performance by such Acquiror Seller of its respective obligations hereunder and thereunder have been duly authorized by such AcquirorSeller’s governing body and, to the extent required, its equityholder(s), and no other proceedings on the part of such Acquiror Seller are necessary to authorize such execution, delivery and performance. This Agreement and the other Transaction Documents to which such Acquiror Seller is a party have been duly executed and delivered by such Acquiror Seller (except for any Transaction Documents required to be executed and delivered at the Closing, in which case such Transaction Documents will be duly executed and delivered by such Acquiror Seller at the Closing) and, assuming due execution and delivery by the other parties hereto and thereto, constitute or will constitute such AcquirorSeller’s valid and binding obligation, enforceable against such Acquiror Seller in accordance with their respective terms, except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity (collectively, “Enforceability Exceptions”).

Validity of Agreement; Authorization. Each Acquiror Seller has (with respect to this Agreement), or on the Closing Date and at the time of Closing will have (with respect to all other Transaction Documents to which it is a party), full power and authority to enter into this Agreement and the other Transaction Documents to which such Acquiror it is a party and to perform its obligations hereunder and thereunder and to comply with the terms and conditions hereunder and thereunder. The execution and delivery of this Agreement and the such other Transaction Documents to which such Acquiror is a party and the performance by such Acquiror the Seller of its respective obligations hereunder and thereunder have or will have been duly authorized by such Acquiror’s the appropriate governing body and, to of the extent required, its equityholder(s)Seller, and no other proceedings on the part of such Acquiror the Seller are or will be necessary to authorize such execution, delivery and performance. This Agreement and the other Transaction Documents to which such Acquiror the Seller is a party have been (in the case of this Agreement), or will be at the Closing (in the case of such other Transaction Documents), duly executed and delivered by such Acquiror the Seller and constitute (except for any Transaction Documents required to be executed and delivered at in the Closingcase of this Agreement), in which case such Transaction Documents will be duly executed and delivered by such Acquiror at the Closing) and, assuming due execution and delivery by the other parties hereto and thereto, constitute or will constitute at the Closing (in the case of such Acquirorother Transaction Document) the Seller’s valid and binding obligation, obligation enforceable against such Acquiror the Seller in accordance with their respective its terms, except insofar as such enforceability may be limited by Enforceability Exceptions.

Validity of Agreement; Authorization. Each Acquiror has full power and authority to enter into this Agreement and the other Transaction Documents to which such Acquiror is a party and to perform its obligations hereunder and thereunder and to comply with the terms and conditions hereunder and thereunder. The execution and delivery of this Agreement and the other Transaction Documents to which such Acquiror is a party and the performance by such Acquiror of its respective obligations hereunder and thereunder have been duly authorized by such Acquiror’s governing body and, to the extent required, its equityholder(s), and no other proceedings on the part of such Acquiror are necessary to authorize such execution, delivery and performance. This Agreement and the other Transaction Documents to which such Acquiror is a party have been duly executed and delivered by such Acquiror (except for any Transaction Documents required to be executed and delivered at the Closing, in which case such Transaction Documents will be duly executed and delivered by such Acquiror at the Closing) and, assuming due execution and delivery by the other parties hereto and thereto, constitute or will constitute such Acquiror’s valid and binding obligation, enforceable against such Acquiror in accordance with their respective terms, except insofar as such enforceability may be limited by Enforceability Exceptions.

Validity of Agreement; Authorization. Each Acquiror has full power and authority to enter into this Agreement and the other Transaction Documents to which such Acquiror is a party and to perform its obligations hereunder and thereunder and to comply with the terms and conditions hereunder and thereunder. The execution and delivery of this Agreement and the other Transaction Documents to which such Acquiror is a party and the performance by such Acquiror of its respective obligations hereunder and thereunder have been duly authorized by such Acquiror’s governing body and, to the extent required, its equityholder(s), and no other proceedings on the part of such Acquiror are necessary to authorize such execution, delivery and performance. This Agreement and the other Transaction Documents to which such Acquiror is a party have been duly executed and delivered by such Acquiror (except for any Transaction Documents required to be executed and delivered at the Closing, in which case such Transaction Documents will be duly executed and delivered by such Acquiror at the Closing) and, assuming due execution and delivery by the other parties hereto and thereto, constitute or will constitute such Acquiror’s valid and binding obligation, enforceable against such Acquiror in accordance with their respective terms, except insofar as such enforceability may be limited by Enforceability Exceptions.

Validity of Agreement; Authorization. Each The Acquiror has full all requisite limited partnership power and authority to enter into this Agreement and the other Transaction Documents to which such the Acquiror is a party and to perform its obligations hereunder and thereunder and to comply with the terms and conditions hereunder and thereunder. The execution and delivery of this Agreement and the other Transaction Documents to which such the Acquiror is a party and the performance by such the Acquiror of its respective obligations hereunder and thereunder have been duly authorized by such Acquiror’s governing body and, to the extent required, its equityholder(s)board of directors of the General Partner, and no other proceedings on the part of such the Acquiror or its partners are necessary to authorize such execution, delivery and performance. This Agreement and the other Transaction Documents to which such the Acquiror is a party have been duly executed and delivered by such the Acquiror (except for any Transaction Documents required to be executed and delivered at the Closing, in which case such Transaction Documents will be duly executed and delivered by such Acquiror at the Closing) and, assuming due execution and delivery by the other parties hereto and thereto, constitute or will constitute such the Acquiror’s valid and binding obligation, enforceable against such the Acquiror in accordance with their respective terms, except insofar as subject to (a) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other laws affecting creditors’ rights generally, (b) general principles of equity (regardless of whether such enforceability may be limited by Enforceability Exceptionsis considered in a proceeding in equity or at law) and (c) implied covenants of good faith and fair dealing.

Validity of Agreement; Authorization. Each Acquiror Seller has full power and authority to enter into this Agreement and the other Transaction Documents to which such Acquiror Seller is a party and to perform its obligations hereunder and thereunder and to comply with the terms and conditions hereunder and thereunder. The execution and delivery of this Agreement and the other Transaction Documents to which such Acquiror Seller is a party and the performance by such Acquiror Seller of its respective obligations hereunder and thereunder have been duly authorized by such AcquirorSeller’s governing body and, to the extent required, its equityholder(s), and no other proceedings on the part of such Acquiror Seller are necessary to authorize such execution, delivery and performance. This Agreement and the other Transaction Documents to which such Acquiror Seller is a party have been duly executed and delivered by such Acquiror Seller (except for any Transaction Documents required to be executed and delivered at the Closing, in which case such Transaction Documents will be duly executed and delivered by such Acquiror Seller at the Closing) and, assuming due execution and delivery by the other parties hereto and thereto, constitute or will constitute such AcquirorSeller’s valid and binding obligation, enforceable against such Acquiror Seller in accordance with their respective terms, except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity (collectively, “Enforceability Exceptions”).

Validity of Agreement; Authorization. Each Acquiror Such Buyer-Related Party has full the requisite power and authority to enter into this Agreement and the other Transaction Documents to which such Acquiror it is a party party, and to perform carry out its obligations hereunder and thereunder and to comply with the terms and conditions hereunder and thereunder. The execution and delivery of the Transaction Documents US-DOCS\92753768.12 and the performance of such Buyer-Related Party’s obligations thereunder have been duly authorized by its board of directors or similar governing body, and no other proceedings on the part of such Buyer-Related Party are necessary to authorize such execution, delivery and performance. Each of the Transaction Documents to which such Buyer-Related Party is a party has been duly executed and delivered by such Buyer-Related Party and constitutes such Buyer-Related Party’s valid and binding obligation, enforceable against such Buyer-Related Party in accordance with its terms (except to the extent that its enforceability may be limited by the Remedies Exception). The transactions contemplated by the Transaction Documents to which such Buyer-Related Party is a party have been approved by the conflicts committee (“Conflicts Committee”) of the board of directors of American Midstream GP, LLC (the “Buyer Parent GP Board”) and the execution and delivery by such Buyer-Related Party of this Agreement and the other Transaction Documents to which such Acquiror Buyer-Related Party is a party party, and the performance by such Acquiror consummation of its respective obligations hereunder the transactions contemplated hereby and thereunder thereby, have been duly authorized approved by the Buyer Parent GP Board, and such Acquiror’s governing body andapprovals have not been amended, to repealed, revoked or rescinded and are in full force and effect as of the extent required, its equityholder(s)date hereof, and no other proceedings limited liability company actions are necessary on the part of such Acquiror are necessary Buyer-Related Party to authorize such executionapprove this Agreement, delivery and performance. This Agreement and the other Transaction Documents to which such Acquiror is a party have been duly executed and delivered by such Acquiror (except for any Transaction Documents required to be executed and delivered at or the Closing, in which case such Transaction Documents will be duly executed and delivered by such Acquiror at the Closing) and, assuming due execution and delivery by the other parties hereto and thereto, constitute transactions contemplated hereby or will constitute such Acquiror’s valid and binding obligation, enforceable against such Acquiror in accordance with their respective terms, except insofar as such enforceability may be limited by Enforceability Exceptionsthereby.

Validity of Agreement; Authorization. Each Acquiror The Buyer has full the requisite power and authority to enter into this Agreement and the other Transaction Documents to which such Acquiror it is a party party, and to perform carry out its obligations hereunder and thereunder and to comply with the terms and conditions hereunder and thereunder. The execution and delivery of this Agreement and the other Transaction Documents to which such Acquiror is a party and the performance by such Acquiror of its respective the Buyer’s obligations hereunder and thereunder have been duly authorized by such Acquiror’s the board of directors or similar governing body and, to of the extent required, its equityholder(s)Buyer, and no other proceedings on the part of such Acquiror the Buyer are necessary to authorize such execution, delivery and performance. This Each of the Transaction Documents to which the Buyer is a party has been duly executed and delivered by the Buyer and constitutes the Buyer’s valid and binding obligation, enforceable against the Buyer in accordance with its terms (except to the extent that its enforceability may be limited by the Remedies Exception). The transactions contemplated by the Transaction Documents to which Buyer is or will be a party have been approved by conflicts committee (“Conflicts Committee”) of the board of directors of American Midstream GP, LLC (the “Buyer Parent GP Board”) and the execution and delivery by Buyer of this Agreement and the other Transaction Documents to which such Acquiror Buyer is or will be a party party, and the consummation of the transactions contemplated hereby and thereby, have been duly executed approved by the Buyer Parent GP Board, and delivered by such Acquiror (except for any approvals have not been amended, repealed, revoked or rescinded and are in full force and effect as of the date hereof, and no other limited liability company actions are necessary on the part of Buyer to approve this Agreement, the other Transaction Documents required to be executed and delivered at or the Closing, in which case such Transaction Documents will be duly executed and delivered by such Acquiror at the Closing) and, assuming due execution and delivery by the other parties hereto and thereto, constitute transactions contemplated hereby or will constitute such Acquiror’s valid and binding obligation, enforceable against such Acquiror in accordance with their respective terms, except insofar as such enforceability may be limited by Enforceability Exceptionsthereby.