Common use of Authority and Approval Clause in Contracts

Authority and Approval. Each of the WPZ Parties has all requisite limited liability company or limited partnership power and authority to execute and deliver this Agreement, and subject to receipt of the WPZ Vote, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it. The execution and delivery of this Agreement by each of the WPZ Parties, and subject to receipt of the WPZ Vote, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the WPZ Parties have been duly authorized and approved by all requisite partnership or limited liability company action on the part of each of the WPZ Parties. At a meeting duly called and held the WPZ Conflicts Committee, by unanimous vote, in good faith (a) determined that this Agreement and the transactions contemplated hereby are in the best interest of WPZ and the Holders of WPZ Common Units who are not Xxxxxxxx Parties, (b) approved this Agreement and the transactions contemplated hereby, including the Merger (the foregoing constituting WPZ Special Approval), and (c) resolved to approve, and to recommend to the WPZ Board the approval of, this Agreement and the consummation of the transactions contemplated hereby, including the Merger. Upon the receipt of the recommendation of the WPZ Conflicts Committee, at a meeting duly called and held, the WPZ Board (a) approved this Agreement and the transactions contemplated hereby, including the Merger; and (b) directed that this Agreement be submitted to a vote of Holders of WPZ Units by written consent pursuant to Section 13.11 of the WPZ Partnership Agreement. Following such approval, the sole member of WPZ General Partner approved this Agreement and the transactions contemplated hereby, including the GP Merger, by written consent. The adoption of this Agreement by the affirmative vote or consent of the Holders of at least a Unit Majority (as defined in the WPZ Partnership Agreement) (the “WPZ Vote”) is the only vote of partnership interests in WPZ necessary to approve this Agreement and the Merger. This Agreement has been duly executed and delivered by each of the WPZ Parties and constitutes the valid and legally binding obligation of each of the WPZ Parties, enforceable against each of the WPZ Parties in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a Proceeding at law or in equity).

Authority and Approval. Each of the WPZ Parent Parties has all requisite corporate or limited liability company or limited partnership power and authority to execute and deliver this Agreement, and subject to receipt of the WPZ Vote, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it. The execution and delivery of this Agreement by each of the WPZ Parent Parties, and subject to receipt of the WPZ Vote, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the WPZ Parent Parties have been duly authorized and approved by all requisite partnership corporate or limited liability company action on the part of each of the WPZ Parent Parties. At a meeting duly called and held held, the WPZ Conflicts Committee, by unanimous vote, in good faith Parent Board (a) determined that this Agreement Agreement, and the transactions contemplated hereby hereby, including the Merger, the filing of the Certificate of Designation and the Parent Stock Issuance, are in the best interest interests of WPZ Parent and the Holders of WPZ Common Units who are not Xxxxxxxx Partiesits stockholders, (b) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger (the foregoing constituting WPZ Special Approval), and (c) resolved to approve, and to recommend to the WPZ Board the approval of, this Agreement and the consummation Parent Stock Issuance. Parent, in its capacity as sole member of the transactions contemplated herebyMerger Sub, including the Merger. Upon the receipt of the recommendation of the WPZ Conflicts Committee, at a meeting duly called and held, the WPZ Board (a) has approved this Agreement and the transactions contemplated hereby. NAP General Partner, including the Merger; and (b) directed that this Agreement be submitted to a vote of Holders of WPZ Units by written consent pursuant to Section 13.11 of the WPZ Partnership Agreement. Following such approval, the sole member of WPZ in its capacity as General Partner approved this Agreement and the transactions contemplated hereby, including the GP Merger, by written consent. The adoption of this Agreement by the affirmative vote or consent of the Holders of at least a Unit Majority (as defined in the WPZ NAP Partnership Agreement) (the “WPZ Vote”) is the only vote of partnership interests in WPZ necessary ), has consented to approve this Agreement and the MergerMerger for purposes of Section 14.2 of the NAP Partnership Agreement. This Agreement has been duly executed and delivered by each of the WPZ Parent Parties and constitutes the valid and legally binding obligation of each of the WPZ Parent Parties, enforceable against each of the WPZ Parent Parties in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a Proceeding at law or in equity).

Authority and Approval. Each of the WPZ Parties NAP has all requisite limited liability company or limited partnership power and authority to execute and deliver this Agreement, and subject to receipt of the WPZ Vote, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it, except that the consummation of the Merger is subject to receipt of the NAP Written Consent. The execution and delivery of this Agreement by each of the WPZ Parties, and subject to receipt of the WPZ VoteNAP, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the WPZ Parties NAP have been duly authorized and approved by all requisite partnership or limited liability company action on the part of each NAP, except that the consummation of the WPZ PartiesMerger is subject to receipt of the NAP Written Consent. At a meeting duly called and held held, the WPZ NAP Conflicts Committee, by unanimous vote, in good faith (a) determined that this Agreement and the transactions contemplated hereby are in the best interest of WPZ NAP and the Holders of WPZ Common Units who are not Xxxxxxxx PartiesNAP Public Units, (b) approved this Agreement and the transactions contemplated hereby, including the Merger (the foregoing constituting WPZ the NAP Special Approval), and (c) resolved to approvemake the NAP Conflicts Committee Recommendation and (d) resolved to recommend, and to recommend direct the NAP Board to the WPZ Board recommend, the approval of, of this Agreement and the consummation Merger, by the Holders of the transactions contemplated hereby, including the MergerNAP Public Units. Upon At a meeting duly called and held and upon the receipt of the recommendation of the WPZ NAP Conflicts Committee, at a meeting duly called the NAP Board, by unanimous vote, (i) determined that this Agreement and heldthe transactions contemplated hereby are in the best interests of NAP and the Holders of NAP Public Units, the WPZ Board (aii) approved this Agreement and the transactions contemplated hereby, including the Merger; , and (biii) directed that this Agreement be submitted to a vote of Holders of WPZ NAP Common Units, made the NAP Board Recommendation and authorized the Holders of NAP Common Units to act by written consent pursuant to Section 13.11 and Section 14.3 of the WPZ NAP Partnership Agreement. Following such approval, the sole member of WPZ General Partner approved this Agreement and the transactions contemplated hereby, including the GP Merger, by written consent. The adoption of this Agreement by the affirmative vote or written consent in lieu of a meeting of the Holders of at least a Unit Majority majority of the Outstanding (as defined in the WPZ NAP Partnership Agreement) Common Units in accordance with Section 13.11 and Section 14.3 of the NAP Partnership Agreement (the “WPZ VoteNAP Written Consent”) is the only vote or approval of partnership interests in WPZ NAP necessary to approve and adopt this Agreement and approve and consummate the transactions contemplated by this Agreement, including the Merger. This Agreement has been duly executed and delivered by each of the WPZ Parties NAP and constitutes the valid and legally binding obligation of each of the WPZ PartiesNAP, enforceable against each of the WPZ Parties NAP in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a Proceeding at law or in equity).

Authority and Approval. Each of the WPZ Parties NMCI has all requisite limited liability company or limited partnership power and authority to execute and deliver this Agreement, and subject to receipt of the WPZ Vote, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it, except that the consummation of the Merger is subject to receipt of the NMCI Unitholders Approval. The execution and delivery of this Agreement by each of the WPZ Parties, and subject to receipt of the WPZ VoteNMCI, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the WPZ Parties NMCI have been duly authorized and approved by all requisite partnership or limited liability company action on the part of each NMCI, except that the consummation of the WPZ PartiesMerger is subject to receipt of the NMCI Unitholders Approval. At a meeting duly called and held held, the WPZ NMCI Conflicts Committee, by unanimous vote, in good faith (a) determined that this Agreement and the transactions contemplated hereby are in the best interest interests of WPZ NMCI and the Holders of WPZ Common Units who are not Xxxxxxxx PartiesNMCI Public Units, (b) approved this Agreement and the transactions contemplated hereby, including the Merger (the foregoing constituting WPZ the NMCI Special Approval), and (c) resolved to approvemake the NMCI Conflicts Committee Recommendation and (d) resolved to recommend, and to recommend direct the NMCI Board to the WPZ Board recommend, the approval of, of this Agreement and the consummation Merger, by the Holders of the transactions contemplated hereby, including the MergerNMCI Public Units. Upon At a meeting duly called and held and upon the receipt of the recommendation of the WPZ NMCI Conflicts Committee, at a meeting duly called the NMCI Board, by unanimous vote, (i) determined that this Agreement and heldthe transactions contemplated hereby are in the best interests of NMCI and the Holders of NMCI Public Units, the WPZ Board (aii) approved this Agreement and the transactions contemplated hereby, including the Merger; , and (biii) directed that this Agreement be submitted to a vote of Holders of WPZ NMCI Common Units by written consent pursuant to Section 13.11 of and made the WPZ Partnership Agreement. Following such approval, the sole member of WPZ General Partner approved this Agreement and the transactions contemplated hereby, including the GP Merger, by written consent. The adoption of this Agreement by the affirmative vote or consent of the Holders of at least a Unit Majority (as defined in the WPZ Partnership Agreement) (the “WPZ Vote”) is the only vote of partnership interests in WPZ necessary to approve this Agreement and the MergerNMCI Board Recommendation. This Agreement has been duly executed and delivered by each of the WPZ Parties NMCI and constitutes the valid and legally binding obligation of each of the WPZ PartiesNMCI, enforceable against each of the WPZ Parties NMCI in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a Proceeding at law or in equity).

Authority and Approval. Each of the WPZ RRMS Parties has all requisite limited liability company or limited partnership power and authority to execute and deliver this Agreement, and subject to receipt of the WPZ Vote, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it, subject to receipt of the RRMS Vote, in the case of RRMS. The execution and delivery of this Agreement by each of the WPZ RRMS Parties, and subject to receipt of the WPZ Vote, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the WPZ RRMS Parties have been duly authorized and approved by all requisite limited partnership or limited liability company action on the part of each of the WPZ RRMS Parties, subject to receipt of the RRMS Vote, in the case of RRMS. At a meeting duly called and held held, the WPZ RRMS Conflicts Committee, by unanimous vote, in good faith (a) determined that this Agreement and the transactions contemplated hereby are in the best interest of WPZ and RRMS considering the Holders interests of WPZ Common Units who are not Xxxxxxxx Partiesthe RRMS Unaffiliated Holders, (b) approved this Agreement and the transactions contemplated hereby, including the Merger (the foregoing constituting WPZ RRMS Special Approval), and (c) resolved to approve, and to recommend to the WPZ RRMS Board the approval of, this Agreement and the consummation of the transactions contemplated hereby, including the Merger. Upon the receipt of the recommendation of the WPZ RRMS Conflicts Committee, at a meeting duly called and held, the WPZ Board RRMS Board, by unanimous vote, (a) approved this Agreement and the transactions contemplated hereby, including the Merger; , and (b) directed that this Agreement be submitted to a vote of Holders of WPZ RRMS Common Units and authorized the Holders of RRMS Common Units to act by written consent pursuant to Section 13.11 of the WPZ RRMS Partnership Agreement. Following such approvalapproval by the RRMS Conflicts Committee and the RRMS Board, the sole member of WPZ General Partner RRMS Holdings approved this Agreement and the transactions contemplated hereby, including the GP Merger, by written consent. The adoption of this Agreement by the affirmative vote or consent of the Holders of at least a Unit Majority (as defined in the WPZ RRMS Partnership Agreement) (the “WPZ RRMS Vote”) is the only vote or approval of the holders of any partnership interests in WPZ RRMS necessary to approve and adopt this Agreement and approve and consummate the transactions contemplated by this Agreement, including the Merger. This Agreement has been duly executed and delivered by each of the WPZ RRMS Parties and constitutes the valid and legally binding obligation of each of the WPZ RRMS Parties, enforceable against each of the WPZ RRMS Parties in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a Proceeding at law or in equity).

Authority and Approval. Each of the WPZ SXCP Parties has all requisite limited liability company or limited partnership power and authority to execute and deliver this Agreement, and subject to receipt of the WPZ SXCP Vote, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it. The execution and delivery of this Agreement by each of the WPZ SXCP Parties, and subject to receipt of the WPZ SXCP Vote, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the WPZ SXCP Parties have been duly authorized and approved by all requisite partnership or limited liability company action on the part of each of the WPZ SXCP Parties. At a meeting duly called and held held, the WPZ SXCP Conflicts Committee, by unanimous vote, in good faith Committee (a) determined that this Agreement and the transactions contemplated hereby are in the best interest of WPZ and SXCP, including the Holders of WPZ Common Units who are not Xxxxxxxx PartiesSXCP Public Units, (b) approved this Agreement and the transactions contemplated hereby, including the Merger (the foregoing constituting WPZ SXCP Special Approval), and (c) resolved to approve, and to recommend to recommended that the WPZ SXCP Board the approval of, approve this Agreement and the consummation of the transactions contemplated hereby, including the Merger. Upon the receipt of the recommendation of the WPZ SXCP Conflicts Committee, at a meeting duly called and held, the WPZ SXCP Board (a) determined that this Agreement and the transactions contemplated hereby are in the best interest of SXCP, (b) approved this Agreement and the transactions contemplated hereby, including the Merger; , and (bc) directed that this Agreement be submitted to a vote of Holders of WPZ SXCP Common Units and authorized the Holders of SXCP Common Units to act by written consent pursuant to Section 13.11 of the WPZ SXCP Partnership Agreement. Following Within two (2) Business Days after the Registration Statement becomes effective under the Securities Act (but, for the avoidance of doubt, not until such approvalRegistration Statement becomes effective), Parent shall cause SC&C as the sole member record holder and beneficial owner in the aggregate of WPZ General Partner approved a majority of the SXCP Common Units outstanding on the date hereof to approve this Agreement and the transactions contemplated hereby, including the GP Merger, by written consent. The approval and adoption of this Agreement by the affirmative vote or consent of the Holders of at least a Unit Majority (as defined in the WPZ SXCP Partnership Agreement) (the “WPZ SXCP Vote”) is the only vote or approval of partnership interests in WPZ SXCP Partnership Interests necessary to approve and adopt this Agreement and approve and consummate the transactions contemplated by this Agreement, including the Merger. This Agreement has been duly executed and delivered by each of the WPZ SXCP Parties and constitutes the valid and legally binding obligation of each of the WPZ SXCP Parties, enforceable against each of the WPZ SXCP Parties in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a Proceeding civil, criminal, regulatory or administrative actions, suits, claims, hearings, arbitrations, inquiries, subpoenas, investigations or proceedings (“Proceedings”) at law or in equity).

Authority and Approval. Each of the WPZ DM Parties has all requisite limited liability company or limited partnership power and authority authority, as applicable, to execute and deliver this Agreement, and subject to receipt of the WPZ VoteDM Vote (as defined below), to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it. The execution and delivery of this Agreement by each of the WPZ DM Parties, and subject to receipt of the WPZ DM Vote, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the WPZ DM Parties have been duly authorized and approved by all requisite partnership or limited liability company action on the part of each of the WPZ DM Parties. At a meeting duly called and held held, the WPZ DM Conflicts Committee, by unanimous vote, in good faith (a) determined that this Agreement and the transactions contemplated hereby are in the best interest of WPZ DM and the Holders of WPZ DM Public Common Units who are not Xxxxxxxx PartiesUnits, (b) approved this Agreement and the transactions contemplated hereby, including the Merger (the foregoing constituting WPZ DM Special Approval), and (c) resolved to approve, and to recommend to the WPZ DM Board the approval of, this Agreement and the consummation of the transactions contemplated hereby, including the Merger. Upon the receipt of the recommendation of the WPZ DM Conflicts Committee, at a meeting duly called and held, the WPZ Board DM Board, by unanimous vote, (a) determined that this Agreement and the transactions contemplated hereby are in the best interests of DM, (b) approved this Agreement and the transactions contemplated hereby, including the Merger; , and (bc) directed that this Agreement be submitted to a vote of Holders of WPZ DM Units and authorized the Holders of DM Units to act by written consent pursuant to Section 13.11 of the WPZ DM Partnership Agreement. Following such approval, the sole member of WPZ General Partner approved this Agreement and the transactions contemplated hereby, including the GP Merger, by written consent. The adoption approval of this Agreement by the affirmative vote or consent of the Holders of at least a Unit Majority (as defined in the WPZ DM Partnership Agreement) (the “WPZ DM Vote”) is the only vote or approval of partnership interests in WPZ DM necessary to approve this Agreement and approve and consummate the transactions contemplated by this Agreement, including the Merger. This Agreement has been duly executed and delivered by each of the WPZ DM Parties and, assuming the due execution and delivery by each of the other parties hereto, constitutes the valid and legally binding obligation of each of the WPZ DM Parties, enforceable against each of the WPZ DM Parties in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a Proceeding at law or in equity).

Authority and Approval. Each of the WPZ MLP Parties has all requisite limited liability company or limited partnership power and authority to execute and deliver this Agreement, and subject to receipt of the WPZ MLP Vote, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it. The execution and delivery of this Agreement by each of the WPZ MLP Parties, and subject to receipt of the WPZ MLP Vote, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the WPZ MLP Parties have been duly authorized and approved by all requisite partnership or limited liability company action on the part of each of the WPZ MLP Parties. At a meeting duly called and held held, the WPZ MLP Conflicts Committee, by unanimous vote, in good faith (a) determined that this Agreement and the transactions contemplated hereby are in the best interest of WPZ MLP and the Holders of WPZ Common Units who are not Xxxxxxxx PartiesMLP Public Units, (b) approved this Agreement and the transactions contemplated hereby, including the Merger (the foregoing constituting WPZ MLP Special Approval), and (c) resolved to approve, and to recommend to the WPZ MLP Board the approval of, of this Agreement and the consummation of the transactions contemplated hereby, including the Merger. Upon the receipt of the recommendation of the WPZ MLP Conflicts Committee, at a meeting duly called and held, the WPZ MLP Board (a) determined that this Agreement and the transactions contemplated hereby are in the best interest of MLP and the Holders of MLP Public Units, (b) approved this Agreement and the transactions contemplated hereby, including the Merger; , and (bc) directed that this Agreement be submitted to a vote of Holders of WPZ MLP Common Units and authorized the Holders of MLP Common Units to act by written consent pursuant to Section 13.11 of the WPZ MLP Partnership Agreement. Following such approval, the sole member of WPZ General Partner approved this Agreement and the transactions contemplated hereby, including the GP Merger, by written consent. The adoption of this Agreement by the affirmative vote or consent of the Holders of at least a Unit Majority (as defined in the WPZ MLP Partnership Agreement) (the “WPZ MLP Vote”) is the only vote or approval of partnership interests in WPZ MLP necessary to approve and adopt this Agreement and approve and consummate the transactions contemplated by this Agreement, including the Merger. This Agreement has been duly executed and delivered by each of the WPZ MLP Parties and, assuming due authorization, execution and delivery by the Parent Parties, constitutes the valid and legally binding obligation of each of the WPZ MLP Parties, enforceable against each of the WPZ MLP Parties in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a Proceeding at law or in equity).

Authority and Approval. Each of the WPZ QEPM Parties has all requisite limited liability company or limited partnership power and authority to execute and deliver this Agreement, and subject to receipt of the WPZ Vote, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it. The execution and delivery by the QEPM Parties of this Agreement by each Agreement, and, in the case of the WPZ PartiesQEPM, and subject to receipt of the WPZ Voteobtaining QEPM Unitholder Approval, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the WPZ QEPM Parties have been duly authorized and approved by all requisite partnership or limited liability company or limited partnership action on the part of each of the WPZ QEPM Parties. At a meeting duly called and held the WPZ Conflicts Committee, by unanimous vote, in good faith (a) determined that this Agreement and the transactions contemplated hereby are in the best interest of WPZ and the Holders of WPZ Common Units who are not Xxxxxxxx Parties, (b) approved this Agreement and the transactions contemplated hereby, including the Merger (the foregoing constituting WPZ The QEPM Board sought Special Approval), and (c) resolved Approval with respect to approve, and to recommend to the WPZ Board the approval of, this Agreement and the consummation of the transactions contemplated hereby, including the Merger. Upon the receipt of the recommendation of the WPZ Conflicts Committee, at a meeting duly called and held, the WPZ Board (a) approved this Agreement and the transactions contemplated hereby, including the Merger; . At a meeting duly called and held, the QEPM Conflicts Committee, by unanimous vote, (a) approved this Agreement, the Support Agreement and the consummation of the transactions contemplated hereby and thereby, including the Merger, which approval was intended to constitute Special Approval (as such term is defined in the QEPM Partnership Agreement), (b) determined in good faith that it is in the best interests of QEPM and the Holders of Non‑affiliated QEPM Common Units and not adverse to the best interests of the Partnership Group (as such term is defined in the QEPM Partnership Agreement) for the Partnership to enter into this Agreement and the Support Agreement and to consummate the transactions contemplated hereby and thereby, including the Merger, (c) recommended the approval of this Agreement, the Support Agreement and the consummation of the transactions contemplated hereby and thereby, including the Merger, by the QEPM Board and (d) subject to QEPM Board approval, recommended the approval of this Agreement and the Merger by the Holders of Non-affiliated QEPM Common Units. At a meeting duly called and held, the QEPM Board (a) unanimously approved this Agreement, the Support Agreement and the transactions contemplated hereby and thereby, including the Merger, (b) unanimously determined in good faith that it is in the best interest of QEPM and its unitholders and not adverse to the best interests of the Partnership Group (as defined in the QEPM Partnership Agreement) to enter into this Agreement and the Support Agreement and to consummate the transactions contemplated hereby and thereby, including the Merger, (c) recommended that the QEPM Limited Partners, including the Holders of Non-affiliated QEPM Common Units, approve this Agreement and the Merger, and (d) directed that this Agreement be submitted to a vote of Holders of WPZ Units by written consent pursuant to Section 13.11 of the WPZ Partnership Agreement. Following such approval, the sole member of WPZ General Partner approved this Agreement and the transactions contemplated hereby, including the GP Merger, by written consent. The adoption of this Agreement by the affirmative vote or consent of the Holders of at least a Unit Majority (as defined in the WPZ Partnership Agreement) (the “WPZ Vote”) is the only vote of partnership interests in WPZ necessary to approve this Agreement and the MergerQEPM Limited Partners. This Agreement has been duly executed and delivered by each of the WPZ QEPM Parties and constitutes the valid and legally binding obligation of each of the WPZ Partiesthem, enforceable against each of the WPZ QEPM Parties in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a Proceeding proceeding at law or in equity).

Authority and Approval. Each of the WPZ ACMP Parties has all requisite limited liability company or limited partnership power and authority to execute and deliver this Agreement, and subject to receipt of the WPZ Vote, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it, subject, in the case of the ACMP Partnership Agreement Amendment, to receipt of the ACMP Amendment Vote. The execution and delivery of this Agreement by each of the WPZ ACMP Parties, and subject to receipt of the WPZ Vote, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the WPZ ACMP Parties have been duly authorized and approved by all requisite partnership or limited liability company action on the part of each of the WPZ ACMP Parties, subject, in the case of the ACMP Partnership Agreement Amendment, to receipt of the ACMP Amendment Vote. At a meeting duly called and held held, the WPZ ACMP Conflicts Committee, by unanimous vote, in good faith (a) determined that this Agreement and the transactions contemplated hereby are in the best interest of WPZ ACMP and the Holders of WPZ Common ACMP Units who are not Xxxxxxxx Parties, (b) approved this Agreement and the transactions contemplated hereby, including the Merger Transaction Documents and the transactions contemplated thereby on the terms set forth therein (the foregoing constituting WPZ ACMP Special Approval), and (c) resolved to approve, and to recommend to the WPZ ACMP Board the approval of, this Agreement and the consummation of the transactions contemplated hereby, including the MergerTransaction Documents and the transactions contemplated thereby on the terms set forth therein. Upon the receipt of the recommendation of the WPZ ACMP Conflicts Committee, at a meeting duly called and held, the WPZ ACMP Board (a) approved this Agreement and the transactions contemplated hereby, including the Merger; and (b) directed that this Agreement be submitted to a vote of Holders of WPZ Units by written consent pursuant to Section 13.11 of the WPZ Partnership Agreement. Following such approval, the sole member of WPZ General Partner approved this Agreement Transaction Documents and the transactions contemplated hereby, including thereby on the GP Merger, by written consent. The adoption of this Agreement by the affirmative vote or consent of the Holders of at least a Unit Majority (as defined in the WPZ Partnership Agreement) (the “WPZ Vote”) is the only vote of partnership interests in WPZ necessary to approve this Agreement and the Merger. This Agreement has been duly executed and delivered by each of the WPZ Parties and constitutes the valid and legally binding obligation of each of the WPZ Parties, enforceable against each of the WPZ Parties in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a Proceeding at law or in equity)terms set forth therein.

Authority and Approval. Each of the WPZ Parent Parties has all requisite corporate or limited liability company or limited partnership power and authority authority, as applicable, to execute and deliver this Agreement, and subject to receipt of the WPZ Vote, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it. The execution and delivery of this Agreement by each of the WPZ Parent Parties, and subject to receipt of the WPZ Vote, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the WPZ Parent Parties have been duly authorized and approved by all requisite partnership corporate or limited liability company action on the part of each of the WPZ Parent Parties. At a meeting The board of directors of Parent has duly called and held the WPZ Conflicts Committee, by unanimous vote, in good faith (a) determined that validly adopted resolutions approving this Agreement and the transactions contemplated hereby are in by this Agreement, including the best interest of WPZ Merger and the Holders Parent Stock Issuance, and has duly and validly adopted resolutions authorizing MLP Holdco, the sole member of WPZ Common Units who are Merger Sub, to adopt this Agreement and approve the transactions contemplated by this Agreement, including the Merger, which resolutions of Parent have not Xxxxxxxx Partiesbeen rescinded, (b) modified or withdrawn in any way. MLP Holdco, in its capacity as sole member of Merger Sub, has approved this Agreement and the transactions contemplated hereby, including the Merger (the foregoing constituting WPZ Special Approval)which approval of MLP Holdco has not be rescinded, and (c) resolved to approve, and to recommend to the WPZ Board the approval of, this Agreement and the consummation of the transactions contemplated hereby, including the Merger. Upon the receipt of the recommendation of the WPZ Conflicts Committee, at a meeting duly called and held, the WPZ Board (a) approved this Agreement and the transactions contemplated hereby, including the Merger; and (b) directed that this Agreement be submitted to a vote of Holders of WPZ Units by written consent pursuant to Section 13.11 of the WPZ Partnership Agreement. Following such approval, the sole member of WPZ General Partner approved this Agreement and the transactions contemplated hereby, including the GP Merger, by written consent. The adoption of this Agreement by the affirmative vote modified or consent of the Holders of at least a Unit Majority (as defined withdrawn in the WPZ Partnership Agreement) (the “WPZ Vote”) is the only vote of partnership interests in WPZ necessary to approve this Agreement and the Mergerany way. This Agreement has been duly executed and delivered by each of the WPZ Parent Parties and constitutes the valid and legally binding obligation of each of the WPZ Parent Parties, enforceable against each of the WPZ Parent Parties in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a Proceeding at law or in equity).

Authority and Approval. Each of the WPZ Parent Parties has all requisite corporate or limited liability company or limited partnership power and authority to execute and deliver this Agreement, and subject to receipt of the WPZ Vote, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it, subject to obtaining the Parent Stock Issuance Approval in the case of Parent. The execution and delivery of this Agreement by each of the WPZ Parent Parties, and subject to receipt of the WPZ Vote, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the WPZ Parent Parties have been duly authorized and approved by all requisite partnership corporate or limited liability company action on the part of each of the WPZ Parent Parties, subject to obtaining the Parent Stock Issuance Approval in the case of Parent. At a meeting duly called and held held, the WPZ Conflicts CommitteeParent Board, by unanimous vote, in good faith (a) determined that this Agreement and the transactions contemplated hereby hereby, including the Merger and the Parent Stock Issuance, are in the best interest of WPZ Parent and the Holders of WPZ Parent Common Units who are not Xxxxxxxx PartiesStock, (b) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger (and the foregoing constituting WPZ Special Approval)Parent Stock Issuance, and (c) resolved to approve, and to recommend to submit the WPZ Board the approval of, this Agreement and the consummation of the transactions contemplated hereby, including the Merger. Upon the receipt of the recommendation of the WPZ Conflicts Committee, at a meeting duly called and held, the WPZ Board (a) approved this Agreement and the transactions contemplated hereby, including the Merger; and (b) directed that this Agreement be submitted Parent Stock Issuance to a vote of Holders of WPZ Units by written consent pursuant to Section 13.11 Parent’s stockholders and recommend approval of the WPZ Partnership Agreement. Following such approval, the sole member of WPZ General Partner approved this Agreement and the transactions contemplated hereby, including the GP Merger, by written consentParent Stock Issuance. The adoption of this Agreement by the affirmative vote (in person or consent by proxy) of the Holders holders of a majority of the aggregate voting power present at least a Unit Majority (as defined in the WPZ Partnership Agreement) Parent Stockholder Meeting or any adjournment or postponement thereof to approve the Parent Stock Issuance (the “WPZ VoteParent Stock Issuance Approval”) is the only vote or approval of partnership interests in WPZ the holders of any class or series of the capital stock of Parent necessary to approve the Parent Stock Issuance and approve and consummate the transactions contemplated by this Agreement and Agreement, including the Merger. This Agreement has been duly executed and delivered by each of the WPZ Parent Parties and constitutes the valid and legally binding obligation of each of the WPZ Parent Parties, enforceable against each of the WPZ Parent Parties in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a Proceeding at law or in equity). As of the Execution Date, RRMS Holdings is the record holder and beneficial owner in the aggregate of, and has the right to vote, a majority of the RRMS Common Units outstanding on the date hereof.

Authority and Approval. Each of the WPZ Parent Parties has all requisite corporate or limited liability company or limited partnership power and authority to execute and deliver this Agreement, and subject to receipt of the WPZ Vote, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it, subject to obtaining the Parent Stock Issuance Approval. The execution and delivery of this Agreement by each of the WPZ Parent Parties, and subject to receipt of the WPZ Vote, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the WPZ Parent Parties have been duly authorized and approved by all requisite partnership corporate or limited liability company action on the part of each of the WPZ Parent Parties, subject to obtaining the Parent Stock Issuance Approval. At a meeting duly called and held held, the WPZ Conflicts Committee, by unanimous vote, in good faith Parent Board (a) determined that this Agreement and the transactions contemplated hereby hereby, including the Merger and the Parent Stock Issuance, are in the best interest interests of WPZ Parent and the Holders of WPZ Common Units who are not Xxxxxxxx Partiesits stockholders, (b) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger (and the foregoing constituting WPZ Special Approval)Parent Stock Issuance, and (c) resolved to approve, and to recommend to submit the WPZ Board the approval of, this Agreement and the consummation of the transactions contemplated hereby, including the Merger. Upon the receipt of the recommendation of the WPZ Conflicts Committee, at a meeting duly called and held, the WPZ Board (a) approved this Agreement and the transactions contemplated hereby, including the Merger; and (b) directed that this Agreement be submitted Parent Stock Issuance to a vote of Holders of WPZ Units by written consent pursuant to Section 13.11 Parent’s stockholders and recommend approval of the WPZ Partnership Agreement. Following such approval, the sole member of WPZ General Partner approved this Agreement and the transactions contemplated hereby, including the GP Merger, by written consentParent Stock Issuance. The adoption of this Agreement by the affirmative vote (in person or consent by proxy) of a majority of the Holders of votes cast at least the Parent Stockholder Meeting at which a Unit Majority (as defined in quorum is present or any adjournment or postponement thereof to approve the WPZ Partnership Agreement) Parent Stock Issuance (the “WPZ VoteParent Stock Issuance Approval”) is the only vote or approval of partnership interests in WPZ the holders of any class or series of the capital stock of Parent necessary to approve the Parent Stock Issuance and approve and consummate the transactions contemplated by this Agreement and Agreement, including the Merger. This Agreement has been duly executed and delivered by each of the WPZ Parent Parties and constitutes the valid and legally binding obligation of each of the WPZ Parent Parties, enforceable against each of the WPZ Parent Parties in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a Proceeding at law or in equity). SC&C is the record holder and beneficial owner in the aggregate of, and has the right to vote, a majority of the SXCP Common Units outstanding on the date hereof.

Authority and Approval. Each of the WPZ Parties has all requisite limited liability company or limited partnership power and authority to execute and deliver this Agreement, and subject to receipt of the WPZ Vote, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it. The execution and delivery of this Agreement by each of the WPZ Parties, and subject to receipt of the WPZ Vote, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the WPZ Parties have been duly authorized and approved by all requisite partnership or limited liability company action on the part of each of the WPZ Parties. At a meeting duly called and held held, the WPZ Conflicts Committee, by unanimous vote, in good faith (a) determined that this Agreement and the transactions contemplated hereby are in the best interest of WPZ and the Holders of WPZ Common Units who are not Xxxxxxxx PartiesPublic Units, (b) approved this Agreement and the transactions contemplated hereby, including the Merger (the foregoing constituting WPZ Special Approval), and (c) resolved to approve, and to recommend to the WPZ Board the approval of, this Agreement and the consummation of the transactions contemplated hereby, including the Merger. Upon the receipt of the recommendation of the WPZ Conflicts Committee, at a meeting duly called and held, the WPZ Board Board, by unanimous vote, (a) determined that this Agreement and the transactions contemplated hereby are in the best interests of WPZ, (b) approved this Agreement and the transactions contemplated hereby, including the Merger; , and (bc) directed that this Agreement be submitted to a vote of Holders of WPZ Units and authorized the Holders of WPZ Units to act by written consent pursuant to Section 13.11 of the WPZ Partnership Agreement. Following such approval, the sole member of WPZ General Partner approved this This Agreement and the transactions contemplated hereby, including hereby have been approved by the GP Merger, by written consentsole member of the WPZ General Partner. The adoption of this Agreement by the affirmative vote or consent of the Holders of at least a Unit Majority (as defined in the WPZ Partnership Agreement) (the “WPZ Vote”) is the only vote or approval of partnership interests in WPZ necessary to approve and adopt this Agreement and approve and consummate the transactions contemplated by this Agreement, including the Merger. This Agreement has been duly executed and delivered by each of the WPZ Parties and constitutes the valid and legally binding obligation of each of the WPZ Parties, enforceable against each of the WPZ Parties in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a Proceeding at law or in equity).

Authority and Approval. Each of the WPZ Parties BRE has all requisite limited liability company authority and power to execute, deliver and perform this Agreement and each Ancillary Agreement to which BRE is or limited partnership power and authority to execute and deliver this Agreement, and subject to receipt of the WPZ Votewill be a party, to consummate the transactions contemplated hereby and thereby and to perform all of the terms and conditions hereof and thereof to be performed by itBRE. The execution This Agreement and delivery of this each Ancillary Agreement by each of the WPZ Parties, and subject to receipt of the WPZ Votewhich BRE is or will be a party, the consummation of the transactions contemplated hereby and thereby and the performance of all of the terms and conditions hereof and thereof to be performed by the WPZ Parties BRE have been duly and validly authorized and approved by all requisite partnership or required limited liability company action on the part of each BRE and its members and no other limited liability company proceedings on the part of the WPZ Parties. At a meeting duly called and held the WPZ Conflicts Committee, by unanimous vote, in good faith (a) determined that BRE or its members are necessary to authorize this Agreement or such Ancillary Agreements and the consummation of the transactions contemplated hereby are in and thereby. BRE has delivered to the best interest BNL Parties written evidence that the holders of WPZ and a majority of the Holders voting membership interests of WPZ Common Units who are not Xxxxxxxx Parties, (b) BRE have approved this Agreement and the transactions contemplated hereby, including the Merger (the foregoing constituting WPZ Special Approval), and (c) resolved to approve, and to recommend to the WPZ Board the approval of, this Agreement and the consummation of the transactions contemplated hereby, including the Merger. Upon the receipt of the recommendation of the WPZ Conflicts Committee, at a meeting duly called and held, the WPZ Board (a) approved this Agreement and the transactions contemplated hereby, including the Merger; and (b) directed that this Agreement be submitted to a vote of Holders of WPZ Units by written consent pursuant to Section 13.11 of the WPZ Partnership Agreement. Following such approval, the sole member of WPZ General Partner approved this Agreement and the transactions contemplated hereby, including the GP Merger, by written consent. The adoption of this Agreement by the affirmative vote or consent of the Holders of at least a Unit Majority (as defined in the WPZ Partnership Agreement) (the “WPZ Vote”) is the only vote of partnership interests in WPZ necessary to approve this Agreement and the Merger. This Agreement has been duly executed and delivered by each of the WPZ Parties and BRE and, assuming that this Agreement constitutes the legal, valid and legally binding obligation of each the BNL Parties and the Blocker Corps, constitutes the legal, valid and binding obligation of the WPZ PartiesBRE, enforceable against each of the WPZ Parties BRE in accordance with its terms, except as such enforcement to the extent that the enforceability thereof may be limited by (a) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, fraudulent conveyance moratorium or other similar Laws from time to time in effect affecting generally the enforcement of creditors’ rights and remedies generally and by (b) general principles of equity (whether applied in a Proceeding at law or in equitycollectively, the “Equitable Exceptions”).

Authority and Approval. Each of the WPZ Parent Parties has all requisite corporate or limited liability company or limited partnership power and authority to execute and deliver this Agreement, and subject to receipt of the WPZ Vote, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it, subject to obtaining the Parent Stockholder Approval in the case of Parent. The execution and delivery of this Agreement by each of the WPZ Parent Parties, and subject to receipt of the WPZ Vote, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the WPZ Parent Parties have been duly authorized and approved by all requisite partnership corporate or limited liability company action on the part of each of the WPZ Parent Parties, subject to obtaining the Parent Stockholder Approval in the case of Parent. At a meeting duly called and held held, the WPZ Conflicts CommitteeParent Board, by unanimous vote, in good faith (a) determined that this Agreement and Agreement, the transactions contemplated hereby are in the best interest of WPZ and the Holders of WPZ Common Units who are not Xxxxxxxx Parties, (b) approved this Agreement Charter Amendment and the transactions contemplated hereby, including the Merger (the foregoing constituting WPZ Special Approval), and (c) resolved to approve, and to recommend to the WPZ Board the approval of, this Agreement and the consummation Parent Stock Issuance, are in the best interests of the transactions contemplated herebyParent and its stockholders, including the Merger. Upon the receipt of the recommendation of the WPZ Conflicts Committee, at a meeting duly called (b) approved and helddeclared advisable this Agreement, the WPZ Board (a) approved this Agreement Charter Amendment and the transactions contemplated hereby, including the Merger; Merger and the Parent Stock Issuance, and (bc) directed that this Agreement be submitted resolved to submit the Charter Amendment and the Parent Stock Issuance to a vote of Holders of WPZ Units by written consent pursuant to Section 13.11 Parent’s stockholders and recommend adoption of the WPZ Partnership AgreementCharter Amendment and approval of the Parent Stock Issuance. Following such approval(i) The affirmative vote (in person or by proxy) of the holders of a majority of the aggregate voting power present at the Parent Stockholder Meeting or any adjournment or postponement thereof to approve the Parent Stock Issuance (the “Parent Stock Issuance Approval”) and (ii) the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of Parent Common Stock entitled to vote on the adoption of the Charter Amendment (the “Parent Charter Approval” and, together with the Parent Stock Issuance Approval, the sole member “Parent Stockholder Approval”) are the only votes or approvals of WPZ General Partner approved this Agreement the holders of any class or series of the capital stock of Parent necessary to approve the Parent Stock Issuance, adopt the Charter Amendment and approve and consummate the transactions contemplated herebyby this Agreement, including the GP Merger, by written consent. The adoption of this Agreement by the affirmative vote or consent of the Holders of at least a Unit Majority (as defined in the WPZ Partnership Agreement) (the “WPZ Vote”) is the only vote of partnership interests in WPZ necessary to approve this Agreement and the Merger. This Agreement has been duly executed and delivered by each of the WPZ Parent Parties and constitutes the valid and legally binding obligation of each of the WPZ Parent Parties, enforceable against each of the WPZ Parent Parties in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a Proceeding at law or in equity).

Authority and Approval. Each of the WPZ Parent Parties has all requisite limited liability company or limited partnership power and authority to execute and deliver this Agreement, and subject to receipt of the WPZ Vote, to consummate the transactions contemplated hereby Transactions to which it is a party and to perform all of the terms and conditions hereof to be performed by it. The execution and delivery of this Agreement by each of the WPZ Parent Parties, and subject to receipt of the WPZ Vote, the consummation of the transactions contemplated hereby Transactions to which either of the Parent Parties is a party and the performance of all of the terms and conditions hereof to be performed by the WPZ Parent Parties have been duly authorized and approved by all requisite partnership or limited liability company action on the part of each of the WPZ Parent Parties. At a meeting duly called and held held, the WPZ Parent Conflicts Committee, by unanimous vote, in good faith (a) determined that this Agreement and the transactions contemplated hereby Transactions are in the best interest interests of WPZ Parent and the Holders holders of WPZ Parent Common Units who are not Xxxxxxxx Parties(excluding the general partner of Parent and its Affiliates), and (b) granted a Special Approval (as defined in the Parent Partnership Agreement) of this Agreement and each of the Transactions. At a meeting duly called and held, the Parent Board (a) determined that this Agreement, and the Transactions, including the Merger and the Parent Equity Issuance, are in the best interests of Parent and its unitholders, and (b) approved and declared advisable this Agreement and the Transactions to which a Parent Party is party, including the Merger and the Parent Equity Issuance. Parent, in its capacity as sole member of Merger Sub, has approved this Agreement and the transactions contemplated hereby, including the Merger (the foregoing constituting WPZ Special Approval), and (c) resolved to approve, and to recommend to the WPZ Board the approval of, this Agreement and the consummation of the transactions contemplated hereby, including the Merger. Upon the receipt of the recommendation of the WPZ Conflicts Committee, at a meeting duly called and held, the WPZ Board (a) approved this Agreement and the transactions contemplated hereby, including the Merger; and (b) directed that this Agreement be submitted to a vote of Holders of WPZ Units by written consent pursuant to Section 13.11 of the WPZ Partnership Agreement. Following such approval, the sole member of WPZ General Partner approved this Agreement and the transactions contemplated hereby, including the GP Merger, by written consent. The adoption of this Agreement by the affirmative vote or consent of the Holders of at least a Unit Majority (as defined in the WPZ Partnership Agreement) (the “WPZ Vote”) is the only vote of partnership interests in WPZ necessary to approve this Agreement and the Merger. This Agreement has been duly executed and delivered by each of the WPZ Parent Parties and constitutes the valid and legally binding obligation of each of the WPZ Parent Parties, enforceable against each of the WPZ Parent Parties in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a Proceeding at law or in equity).

Authority and Approval. Each of the WPZ Parties NNA has all requisite limited liability company or limited partnership power and authority to execute and deliver this Agreement, and subject to receipt of the WPZ Vote, to consummate the transactions contemplated hereby Transactions and to perform all of the terms and conditions hereof to be performed by it, except that the consummation of the Merger is subject to receipt of the NNA Stockholders Approval. The execution and delivery of this Agreement by each of the WPZ Parties, and subject to receipt of the WPZ VoteNNA, the consummation of the transactions contemplated hereby Transactions and the performance of all of the terms and conditions hereof to be performed by the WPZ Parties NNA have been duly authorized and approved by all requisite partnership or limited liability company action on the part of each NNA, except that the consummation of the WPZ PartiesMerger is subject to receipt of the NNA Stockholders Approval. At a meeting duly called and held held, the WPZ Conflicts NNA Special Committee, by unanimous vote, in good faith (a) determined that this Agreement and the transactions contemplated hereby Transactions are in the best interest interests of WPZ NNA and the Holders of WPZ Common Units who are not Xxxxxxxx PartiesNNA Public Stock, (b) approved this Agreement and the transactions contemplated herebyTransactions, including the Merger (the foregoing constituting WPZ Special Approval)Merger, and (c) resolved to approvemake the NNA Special Committee Recommendation and (d) resolved to recommend, and to recommend direct the NNA Board to the WPZ Board recommend, the approval of, of this Agreement and the consummation Merger, by the Holders of the transactions contemplated hereby, including the Mergershares of NNA Common Stock. Upon At a meeting duly called and held and upon the receipt of the recommendation of the WPZ Conflicts NNA Special Committee, at a meeting duly called the NNA Board, by unanimous vote, (i) determined that this Agreement and heldthe Transactions are in the best interests of NNA and the Holders of NNA Public Stock, the WPZ Board (aii) approved this Agreement and the transactions contemplated herebyTransactions, including the Merger; , and (biii) directed that this Agreement be submitted to a vote of Holders of WPZ Units by written consent pursuant to Section 13.11 shares of NNA Common Stock and made the WPZ Partnership Agreement. Following such approval, the sole member of WPZ General Partner approved this Agreement and the transactions contemplated hereby, including the GP Merger, by written consent. The adoption of this Agreement by the affirmative vote or consent of the Holders of at least a Unit Majority (as defined in the WPZ Partnership Agreement) (the “WPZ Vote”) is the only vote of partnership interests in WPZ necessary to approve this Agreement and the MergerNNA Board Recommendation. This Agreement has been duly executed and delivered by each of the WPZ Parties NNA and constitutes the valid and legally binding obligation of each of the WPZ PartiesNNA, enforceable against each of the WPZ Parties NNA in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a Proceeding at law or in equity).

Authority and Approval. Each of the WPZ Parties has all requisite limited liability company or limited partnership power and authority to execute and deliver this Agreement, and subject to receipt of the WPZ Vote, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it. The execution and delivery of this Agreement by each of the WPZ Parties, and subject to receipt of the WPZ Vote, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the WPZ Parties have been duly authorized and approved by all requisite partnership or limited liability company action on the part of each of the WPZ Parties. At a meeting duly called and held held, the WPZ Conflicts Committee, by unanimous vote, in good faith (a) determined that this Agreement and the transactions contemplated hereby are in the best interest of WPZ and the Holders of WPZ Common Units who are not Xxxxxxxx PartiesPublic Units, (b) approved this Agreement and the transactions contemplated hereby, including the Merger (the foregoing constituting WPZ Special Approval), and (c) resolved to approve, and to recommend to the WPZ Board the approval of, this Agreement and the consummation of the transactions contemplated hereby, including the Merger. Upon the receipt of the recommendation of the WPZ Conflicts Committee, at a meeting duly called and held, the WPZ Board Board, by unanimous vote, (a) approved this Agreement and the transactions contemplated hereby, including the Merger; , and (b) directed that this Agreement be submitted to a vote of Holders of WPZ Units and authorized the Holders of WPZ Units to act by written consent pursuant to Section 13.11 of the WPZ Partnership Agreement. Following Prior to such approvalapproval by the WPZ Conflicts Committee and the WPZ Board, the sole member of WPZ General Partner AMV approved this Agreement and the transactions contemplated hereby, including the GP Merger, by written consent. The adoption of this Agreement by the affirmative vote or consent of the Holders of at least a Unit Majority (as defined in the WPZ Partnership Agreement) (the “WPZ Vote”) is the only vote or approval of partnership interests in WPZ necessary to approve and adopt this Agreement and approve and consummate the transactions contemplated by this Agreement, including the Merger. This Agreement has been duly executed and delivered by each of the WPZ Parties and constitutes the valid and legally binding obligation of each of the WPZ Parties, enforceable against each of the WPZ Parties in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a Proceeding at law or in equity).

Authority and Approval. Each of the WPZ ACMP Parties has all requisite limited liability company or limited partnership power and authority to execute and deliver this Agreement, and subject to receipt of the WPZ Vote, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it, subject, in the case of the ACMP Partnership Agreement Amendment, to receipt of the ACMP Amendment Vote. The execution and delivery of this Agreement by each of the WPZ ACMP Parties, and subject to receipt of the WPZ Vote, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the WPZ ACMP Parties have been duly authorized and approved by all requisite partnership or limited liability company action on the part of each of the WPZ ACMP Parties, subject, in the case of the ACMP Partnership Agreement Amendment, to receipt of the ACMP Amendment Vote. At a meeting duly called and held held, the WPZ ACMP Conflicts Committee, by unanimous vote, in good faith (a) determined that this Agreement and the transactions contemplated hereby are in the best interest of WPZ ACMP and the Holders of WPZ Common ACMP Units who are not Xxxxxxxx Parties, (b) approved this Agreement and the transactions contemplated hereby, including the Merger Transaction Documents and the transactions contemplated thereby on the terms set forth therein (the foregoing constituting WPZ ACMP Special Approval), and (c) resolved to approve, and to recommend to the WPZ ACMP Board the approval of, this Agreement and the consummation of the transactions contemplated hereby, including the MergerTransaction Documents and the transactions contemplated thereby on the terms set forth therein. Upon the receipt of the recommendation of the WPZ ACMP Conflicts Committee, at a meeting duly called and held, the WPZ ACMP Board (a) approved this Agreement and the transactions contemplated hereby, including the Transaction Documents and the transactions contemplated thereby on the terms set forth therein. Prior to such approval, AMV approved this Agreement and the transactions contemplated hereby, including the Merger; and (b) directed that this Agreement be submitted to a vote of Holders of WPZ Units by written consent pursuant to Section 13.11 of the WPZ Partnership Agreement. Following such approval, the sole member of WPZ General Partner approved this Agreement GP Merger and the transactions contemplated hereby, including the GP Merger, by written consentACMP Partnership Agreement Amendment. The adoption of this the ACMP Partnership Agreement Amendment by the affirmative vote or consent of the Holders of at least a Unit Majority (as defined in the WPZ ACMP Partnership Agreement) (the “WPZ ACMP Amendment Vote”) is the only vote of partnership interests in WPZ ACMP necessary to approve this the ACMP Partnership Agreement and the MergerAmendment. This Agreement has been duly executed and delivered by each of the WPZ ACMP Parties and constitutes the valid and legally binding obligation of each of the WPZ ACMP Parties, enforceable against each of the WPZ ACMP Parties in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a Proceeding at law or in equity).

Authority and Approval. Each of the WPZ Parties has all requisite limited liability company or limited partnership power and authority to execute and deliver this Agreement, and subject to receipt of the WPZ Vote, to consummate the transactions contemplated hereby Agreement and to perform all of the terms and conditions hereof to be performed by it. The execution and delivery of this Agreement by each of the WPZ Parties, and subject to receipt of the WPZ Vote, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the WPZ Parties have been duly authorized and approved by all requisite partnership or limited liability company action on the part of each of the WPZ Parties. At a meeting duly called and held held, the WPZ Conflicts Committee, by unanimous vote, in good faith (a) determined that this Agreement and the transactions contemplated hereby are in the best interest of WPZ and the Holders of WPZ Common Units who are not Xxxxxxxx Parties, (bi) approved this Agreement and the transactions contemplated hereby, including the termination of the Merger Agreement subject to and conditioned upon the simultaneous effectiveness of the Agreed IDR Waiver (the foregoing constituting WPZ Special Approval), and (cii) resolved to approve, and to recommend to the WPZ Board the approval of, this Agreement and the consummation of the transactions contemplated hereby, including the Mergertermination of the Merger Agreement subject to and conditioned upon the simultaneous effectiveness of the Agreed IDR Waiver. Upon the receipt of the recommendation of the WPZ Conflicts Committee, at a meeting duly called and held, the WPZ Board Board, by unanimous vote, approved this Agreement and the transactions contemplated hereby, including (ai) the termination of the Merger Agreement subject to and conditioned upon the simultaneous effectiveness of the Agreed IDR Waiver and (ii) the Agreed IDR Waiver. Prior to such approval by the WPZ Conflicts Committee and the WPZ Board, AMV approved this Agreement and the transactions contemplated hereby, including the Merger; and (b) directed that this Agreement be submitted to a vote of Holders of WPZ Units by written consent pursuant to Section 13.11 of the WPZ Partnership AgreementAgreed IDR Waiver. Following such approval, the sole member of WPZ General Partner approved this This Agreement and the transactions contemplated hereby, including the GP Merger, by written consent. The adoption of this Agreement by the affirmative vote or consent of the Holders of at least a Unit Majority (as defined in the WPZ Partnership Agreement) (the “WPZ Vote”) is the only vote of partnership interests in WPZ necessary to approve this Agreement and the Merger. This Agreement has Agreed IDR Waiver have been duly executed and delivered by each of the WPZ Parties party hereto and constitutes thereto and constitute the valid and legally binding obligation of each of the WPZ PartiesParties party hereto and thereto, enforceable against each of the WPZ Parties party hereto and thereto in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a Proceeding at law or in equity).

Authority and Approval. Each of the WPZ WMZ Parties has all requisite full limited partnership or limited liability company or limited partnership power and authority authority, as applicable, to execute and deliver this Agreement, and subject to receipt of the WPZ Vote, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it. The execution and delivery of this Agreement by each of the WPZ Parties, and subject to receipt of the WPZ VoteAgreement, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the WPZ WMZ Parties have been duly authorized and approved (subject to WMZ Unitholder Approval) by all requisite limited partnership action or limited liability company action on the part action, as applicable, of each of the WPZ WMZ Parties. The WMZ Board sought Special Approval with respect to this Agreement and the transactions contemplated hereby. At a meeting duly called and held held, the WPZ WMZ Conflicts CommitteeCommittee determined, by unanimous vote, in good faith (a) determined that this Agreement and the transactions contemplated hereby are in the best interest interests of WPZ WMZ and the Holders of WPZ Non-affiliated WMZ Common Units who are not Xxxxxxxx Parties, (b) approved this Agreement and the transactions contemplated hereby, including the Merger (the foregoing constituting WPZ Special Approval)Units, and (c) resolved to approve, and determined to recommend to the WPZ Board the approval of, of this Agreement and the consummation of the transactions contemplated hereby, including hereby to the MergerWMZ Board. Upon the receipt of the recommendation of the WPZ WMZ Conflicts Committee, at a meeting duly called and heldthe WMZ Board approved, the WPZ Board (a) approved by unanimous written consent, this Agreement and the transactions contemplated hereby, including the Merger; and (b) directed that this Agreement be submitted to a vote of Holders of WPZ Units by written consent pursuant to Section 13.11 of the WPZ Partnership Agreement. Following such approval, the sole member of WPZ General Partner approved this Agreement and the transactions contemplated hereby, including the GP Merger, by written consent. The adoption of this Agreement by the affirmative vote or consent of the Holders of at least a Unit Majority (as defined in the WPZ Partnership Agreement) (the “WPZ Vote”) is the only vote of partnership interests in WPZ necessary to approve this Agreement and the Merger. This Agreement has been duly executed and delivered by each of the WPZ WMZ Parties and constitutes the valid and legally binding obligation of each of the WPZ Partiesthem, enforceable against each of the WPZ Parties them in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a Proceeding proceeding at law or in equity).

Authority and Approval. Each of the WPZ Parent Parties has all requisite corporate or limited liability company or limited partnership power and authority to execute and deliver this Agreement, and subject to receipt of the WPZ Vote, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it, subject to obtaining the Parent Stockholder Approval in the case of Parent. The execution and delivery of this Agreement by each of the WPZ Parent Parties, and subject to receipt of the WPZ Vote, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the WPZ Parent Parties have been duly authorized and approved by all requisite partnership corporate or limited liability company action on the part of each of the WPZ Parent Parties, subject to obtaining the Parent Stockholder Approval in the case of Parent. At a meeting duly called and held held, the WPZ Conflicts Committee, by unanimous vote, in good faith Parent Board (a) determined that this Agreement and Agreement, the transactions contemplated hereby are in the best interest of WPZ and the Holders of WPZ Common Units who are not Xxxxxxxx Parties, (b) approved this Agreement Charter Amendment and the transactions contemplated hereby, including the Merger and the Parent Stock Issuance, are in the best interests of Parent and its stockholders, (b) approved and declared advisable this Agreement, the foregoing constituting WPZ Special Approval)Charter Amendment and the transactions contemplated hereby, including the Merger and the Parent Stock Issuance, and (c) resolved to approve, and to recommend to submit the WPZ Board the approval of, this Agreement Charter Amendment and the consummation Parent Stock Issuance to a vote of Parent’s stockholders and recommend adoption of the Charter Amendment and approval of the Parent Stock Issuance. (i) The affirmative vote (in person or by proxy) of the holders of a majority of the aggregate voting power present at the Parent Stockholder Meeting or any adjournment or postponement thereof to approve the Parent Stock Issuance (the “Parent Stock Issuance Approval”) and (ii) the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of Parent Common Stock entitled to vote on the adoption of the Charter Amendment (the “Parent Charter Approval” and, together with the Parent Stock Issuance Approval, the “Parent Stockholder Approval”) are the only votes or approvals of the holders of any class or series of the capital stock of Parent necessary to approve the Parent Stock Issuance, adopt the Charter Amendment and approve and consummate the transactions contemplated herebyby this Agreement, including the Merger. Upon the receipt Parent, in its capacity as sole member of the recommendation of the WPZ Conflicts CommitteeMerger Sub, at a meeting duly called and held, the WPZ Board (a) has approved this Agreement and the transactions contemplated hereby, including the Merger; and (b) directed that this Agreement be submitted to a vote of Holders of WPZ Units by written consent pursuant to Section 13.11 of the WPZ Partnership Agreement. Following such approval, the sole member of WPZ General Partner approved this Agreement and the transactions contemplated hereby, including the GP Merger, by written consent. The adoption of this Agreement by the affirmative vote or consent of the Holders of at least a Unit Majority (as defined in the WPZ Partnership Agreement) (the “WPZ Vote”) is the only vote of partnership interests in WPZ necessary to approve this Agreement and the Merger. This Agreement has been duly executed and delivered by each of the WPZ Parent Parties and constitutes the valid and legally binding obligation of each of the WPZ Parent Parties, enforceable against each of the WPZ Parent Parties in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a Proceeding at law or in equity).