Common use of Validity of Agreement; Authorization Clause in Contracts

Validity of Agreement; Authorization. (a) LGC has full power and authority to enter into this Agreement, to perform its obligations hereunder and to comply with the terms and conditions hereunder. The execution and delivery of this Agreement and the performance by LGC of its obligations hereunder have been duly authorized by the Board of Directors of LGC, and no other proceedings on the part of LGC are necessary to authorize such execution, delivery and performance. This Agreement has been duly executed and delivered by LGC and constitutes LGC’s valid and binding obligation enforceable against LGC in accordance with its terms, except as enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (collectively, the “Enforceability Exceptions”). (b) As of the Closing Date, LGC will have full power and authority to enter into the other Transaction Documents to which it is party, to perform its obligations thereunder and to comply with the terms and conditions thereunder. As of the Closing Date, the execution and delivery of such other Transaction Documents and the performance by LGC of its obligations thereunder will have been duly authorized by the Board of Directors of LGC, and no other proceedings on the part of LGC will be necessary to authorize such execution, delivery and performance. At or prior to the Closing, the other Transaction Documents to which LGC is party will be duly executed and delivered by LGC and will constitute LGC’s valid and binding obligation enforceable against LGC in accordance with their terms, except as enforcement may be limited by the Enforceability Exceptions.

Validity of Agreement; Authorization. (a) LGC Each of CST and GP Buyer has full power and authority to enter into this Agreement, to perform its obligations hereunder and to comply with the terms and conditions hereunder. The execution and delivery of this Agreement and the performance by LGC CST and GP Buyer of its their obligations hereunder have been duly authorized by the Board Boards of Directors of LGCCST and GP Buyer, as applicable, and no other proceedings on the part of LGC CST or GP Buyer are necessary to authorize such execution, delivery and performance. This Agreement has been duly executed and delivered by LGC CST and GP Buyer and constitutes LGCCST’s and GP Buyer’s valid and binding obligation enforceable against LGC CST and GP Buyer in accordance with its terms, except as enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (collectively, the “Enforceability Exceptions”). (b) As of the Closing Date, LGC each of CST and GP Buyer will have full power and authority to enter into the other Transaction Documents to which it is party, to perform its obligations thereunder and to comply with the terms and conditions thereunder. As of the Closing Date, the execution and delivery of such other Transaction Documents and the performance by LGC CST and GP Buyer of its their obligations thereunder will have been duly authorized by the Board Boards of Directors of LGCCST and GP Buyer, as applicable, and no other proceedings on the part of LGC CST or GP Buyer will be necessary to authorize such execution, delivery and performance. At or prior to the Closing, the other Transaction Documents to which LGC CST or GP Buyer is party will be duly executed and delivered by LGC CST or GP Buyer, as applicable, and will constitute LGCCST’s or GP Buyer’s valid and binding obligation enforceable against LGC CST or GP Buyer in accordance with their its terms, except as enforcement may be limited by the Enforceability Exceptions.

Validity of Agreement; Authorization. (a) LGC Each of the IDR Sellers has full power and authority to enter into this Agreement, to perform its obligations hereunder and to comply with the terms and conditions hereunder. The execution and delivery of this Agreement and the performance by LGC the IDR Sellers of its their obligations hereunder have been duly authorized by the Board trustee or other governing body of Directors each of LGCthe IDR Sellers, if applicable, and no other proceedings on the part of LGC any of the IDR Sellers are necessary to authorize such execution, delivery and performance. This Agreement has been duly executed and delivered by LGC each of the IDR Sellers and constitutes LGCsuch IDR Seller’s valid and binding obligation enforceable against LGC such IDR Seller in accordance with its terms, except as enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (collectively, the “Enforceability Exceptions”). (b) As of the Closing Date, LGC each of the IDR Sellers will have full power and authority to enter into the other Transaction Documents to which it is party, to perform its obligations thereunder and to comply with the terms and conditions thereunder. As of the Closing Date, the execution and delivery of such other Transaction Documents and the performance by LGC the IDR Sellers of its their obligations thereunder will have been duly authorized by the Board trustee or other governing body of Directors each of LGCthe IDR Sellers, if applicable, and no other proceedings on the part of LGC any of the IDR Sellers will be necessary to authorize such execution, delivery and performance. At or prior to the Closing, the other Transaction Documents to which LGC any of the IDR Sellers is party will be duly executed and delivered by LGC such IDR Seller and will constitute LGCsuch IDR Seller’s valid and binding obligation enforceable against LGC such IDR Seller in accordance with their its terms, except as enforcement may be limited by the Enforceability Exceptions.

Validity of Agreement; Authorization. (a) LGC Each of CST and IDR Buyer has full power and authority to enter into this Agreement, to perform its obligations hereunder and to comply with the terms and conditions hereunder. The execution and delivery of this Agreement and the performance by LGC CST and IDR Buyer of its their obligations hereunder have been duly authorized by the Board Boards of Directors of LGCCST and IDR Buyer, as applicable, and no other proceedings on the part of LGC CST or IDR Buyer are necessary to authorize such execution, delivery and performance. This Agreement has been duly executed and delivered by LGC CST and IDR Buyer and constitutes LGCCST’s and IDR Buyer’s valid and binding obligation enforceable against LGC CST and IDR Buyer in accordance with its terms, except as enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (collectively, the “Enforceability Exceptions”). (b) As of the Closing Date, LGC each of CST and IDR Buyer will have full power and authority to enter into the other Transaction Documents to which it is party, to perform its obligations thereunder and to comply with the terms and conditions thereunder. As of the Closing Date, the execution and delivery of such other Transaction Documents and the performance by LGC CST and IDR Buyer of its their obligations thereunder will have been duly authorized by the Board Boards of Directors of LGCCST and IDR Buyer, as applicable, and no other proceedings on the part of LGC CST or IDR Buyer will be necessary to authorize such execution, delivery and performance. At or prior to the Closing, the other Transaction Documents to which LGC CST or IDR Buyer is party will be duly executed and delivered by LGC CST or IDR Buyer, as applicable, and will constitute LGCCST’s or IDR Buyer’s valid and binding obligation enforceable against LGC CST or IDR Buyer in accordance with their its terms, except as enforcement may be limited by the Enforceability Exceptions.

Validity of Agreement; Authorization. (a) LGC Each of the Partnership Parties has full all necessary partnership or limited liability company power and authority to enter into execute and deliver this Agreement and the other Transaction Documents to which such Partnership Party is or will be a party and to consummate the transactions contemplated hereby and thereby, subject to obtaining Partnership Shareholder Approval in the case of the Partnership. The execution, delivery and performance by each of the Partnership Parties of this Agreement and the other Transaction Documents to which such Partnership Party is or will be a party, and the consummation by the Partnership Parties and the other Partnership Entities of the transactions contemplated hereby and thereby, have been duly authorized and approved by the Conflicts Committee and the sole member of the Partnership GP and, except for obtaining Partnership Shareholder Approval, no other entity action on the part of any of the Partnership Entities is necessary to authorize the execution, delivery and performance by the Partnership Parties of this Agreement, the other Transaction Documents to perform its obligations hereunder which the Partnership Parties are or will be party and the consummation of the transactions contemplated hereby and thereby. This Agreement and the other Transaction Documents to comply with which the terms Partnership Parties are party have been duly executed and conditions hereunder. The delivered by the Partnership Parties (except for any Transaction Documents required to be executed and delivered at the Closing, in which case such Transaction Documents will be executed and delivered by the Partnership Parties at the Closing) and, assuming due authorization, execution and delivery of this Agreement and the performance by LGC of its obligations hereunder have been duly authorized by the Board of Directors of LGCother parties hereto, and no other proceedings on the part of LGC are necessary to authorize such executionconstitute or will constitute a legal, delivery and performance. This Agreement has been duly executed and delivered by LGC and constitutes LGC’s valid and binding obligation of the Partnership Parties, enforceable against LGC each of the Partnership Parties in accordance with its terms, except insofar as such enforcement may be limited by (i) the effect of applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or and other Laws affecting or of general applicability relating to or affecting creditors’ rights generally rights, or (ii) the rules by general principles governing the availability of specific performanceequitable remedies, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding Proceeding at law or in equity or at law (collectively, the “Enforceability Exceptions”). (b) As The Conflicts Committee, at a meeting duly called and held on December 16, 2019, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are in the best interests of the Closing DatePartnership, LGC will have full power including the Partnership Unaffiliated Shareholders, (ii) approved this Agreement and authority the transactions contemplated hereby, including the Merger, on behalf of itself and the Board, (iii) directed that this Agreement and the transactions contemplated hereby, including the Merger, be submitted to enter into the other Transaction Documents to which it is party, to perform its obligations thereunder and to comply with the terms and conditions thereunder. As a vote of the Closing Date, the execution and delivery of such other Transaction Documents and the performance by LGC of its obligations thereunder will have been duly authorized by the Board of Directors of LGC, and no other proceedings on the part of LGC will be necessary to authorize such execution, delivery and performance. At or prior to the Closing, the other Transaction Documents to which LGC is party will be duly executed and delivered by LGC and will constitute LGC’s valid and binding obligation enforceable against LGC Shareholders at a meeting in accordance with their termsthe Partnership Agreement and (iv) resolved to recommend approval of this Agreement and the transactions contemplated hereby, except as enforcement may be limited including the Merger, by the Enforceability ExceptionsShareholders. Such action by the Conflicts Committee described in clause (ii) above constituted Special Approval of this Agreement and the transactions contemplated hereby, including the Merger, under the Partnership Agreement.