Authority and Approval. (a) SPLC has full limited partnership power and authority to execute and deliver this Agreement and the other Transaction Documents to which SPLC is a party, to consummate the transactions contemplated hereby and thereby and to perform all of the obligations hereof and thereof to be performed by it. The execution and delivery by SPLC of this Agreement and the other Transaction Documents to which SPLC is a party, the consummation of the transactions contemplated hereby and thereby and the performance of all of the obligations hereof and thereof to be performed by SPLC have been duly authorized and approved by all requisite limited partnership action on the part of SPLC. (b) This Agreement has been duly executed and delivered by SPLC and constitutes the valid and legally binding obligation of SPLC, enforceable against it in accordance with its terms and, upon the execution of the other Transaction Documents to which SPLC is a party, such other Transaction Documents will be duly executed and delivered by or on behalf of SPLC and constitute the valid and legally binding obligation of SPLC, enforceable against SPLC in accordance with their 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).
Appears in 2 contracts
Sources: Contribution Agreement (Shell Midstream Partners, L.P.), Contribution Agreement
Authority and Approval. (a) SPLC Each of Development and Operations has full limited partnership or limited liability company, as applicable, power and authority to execute and deliver this Agreement and the other Transaction Documents to which SPLC is a partyAssignment Agreement, to consummate the transactions contemplated hereby and thereby and to perform all of the obligations hereof and thereof to be performed by it. The execution and delivery by SPLC each of Development and Operations of this Agreement and the other Transaction Documents to which SPLC is a partyAssignment Agreement, the consummation of the transactions contemplated hereby and thereby and the performance of all of the obligations hereof and thereof to be performed by SPLC Development and Operations have been duly authorized and approved by all requisite limited partnership or limited liability company, as applicable, action on the part of SPLCDevelopment and Operations.
(b) This Agreement has been duly executed and delivered by SPLC Development and Operations and constitutes the valid and legally binding obligation of SPLCeach of Development and Operations, enforceable against it in accordance with its terms andterms, upon except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the execution enforcement of the other Transaction Documents to which SPLC is creditors’ rights and remedies generally and by general principles of equity (whether applied in a party, such other Transaction Documents will be duly proceeding at law or in equity). When executed and delivered by or on behalf each of SPLC and the parties party thereto, the Assignment Agreement will constitute the a valid and legally binding obligation of SPLC, Operations enforceable against SPLC Operations in accordance with their 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).
Appears in 2 contracts
Sources: Contribution and Sale Agreement, Contribution and Sale Agreement (Tallgrass Energy Partners, LP)
Authority and Approval. (a) SPLC has full limited partnership power and authority to execute and deliver this Agreement and the other Transaction Documents to which SPLC is a party, to consummate the transactions contemplated hereby and thereby and to perform all of the obligations hereof and thereof to be performed by it. The execution and delivery by SPLC of this Agreement and the other Transaction Documents to which SPLC is a party, the consummation of the transactions contemplated hereby and thereby and the performance of all of the obligations hereof and thereof to be performed by SPLC have been duly authorized and approved by all requisite limited partnership action on the part of SPLC.
(b) This Agreement has been duly executed and delivered by SPLC and constitutes the valid and legally binding obligation of SPLC, enforceable against it SPLC in accordance with its terms terms, and, upon the execution of the other Transaction Documents to which SPLC is a party, such other Transaction Documents will be duly executed and delivered by or on behalf of SPLC and constitute the valid and legally binding obligation obligations of SPLC, SPLC enforceable against SPLC in accordance with their 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).
Appears in 2 contracts
Sources: Purchase and Sale Agreement, Purchase and Sale Agreement (Shell Midstream Partners, L.P.)
Authority and Approval. (a) SPLC has full limited partnership power and authority to execute and deliver this Agreement and the other Transaction Documents to which SPLC is a party, to consummate the transactions contemplated hereby and thereby and to perform all of the obligations hereof and thereof to be performed by it. The execution and delivery by SPLC of this Agreement and the other Transaction Documents to which SPLC is or will be a party, the consummation of the transactions contemplated hereby and thereby and the performance of all of the obligations hereof and thereof to be performed by SPLC have been duly and validly authorized and approved by all requisite limited partnership action on the part of SPLC.
(b) This Agreement has been duly and validly executed and delivered by SPLC and constitutes the valid and legally binding obligation of SPLC, enforceable against it in accordance with its terms terms, and, upon the execution of the other Transaction Documents to which SPLC is a party, such other Transaction Documents will be duly and validly executed and delivered by or on behalf of SPLC and will constitute the valid and legally binding obligation obligations of SPLC, enforceable against SPLC in accordance with their 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).
Appears in 1 contract
Sources: Purchase and Sale Agreement (Shell Midstream Partners, L.P.)
Authority and Approval. (a) SPLC has full limited partnership power and authority to execute and deliver this Agreement and the other Transaction Documents to which SPLC is or will be a party, to consummate the transactions contemplated hereby and thereby and thereby, to perform all of the obligations hereof and thereof to be performed by it. The execution and delivery by SPLC of this Agreement and the other Transaction Documents to which SPLC is or will be a party, the consummation of the transactions contemplated hereby and thereby and the performance of all of the obligations hereof and thereof to be performed by SPLC have has been duly authorized and approved by all requisite limited partnership action on the part of SPLC.
(b) This Agreement has been duly executed and delivered by SPLC or on behalf of SPLC, and constitutes the valid and legally binding obligation of SPLC, enforceable against it SPLC in accordance with its terms and, upon the execution of the other Transaction Documents to which SPLC is or will be a party, such other Transaction Documents will be duly executed and delivered by or on behalf of SPLC and constitutes or will constitute the valid and legally binding obligation of SPLC, enforceable against SPLC in accordance with their terms, except in each case 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).
Appears in 1 contract
Sources: Sale and Purchase Agreement (Shell Midstream Partners, L.P.)
Authority and Approval. (a) SPLC has full limited partnership power and authority to execute and deliver this Agreement and the other Transaction Documents to which SPLC is a party, to consummate the transactions contemplated hereby and thereby and to perform all of the obligations hereof and thereof to be performed by it. The execution and delivery by SPLC of this Agreement and the other Transaction Documents to which SPLC is a party, the consummation of the transactions contemplated hereby and thereby and the performance of all of the obligations hereof and thereof to be performed by SPLC have been duly authorized and approved by all requisite limited partnership action on the part of SPLC.
(b) This Agreement has been duly executed and delivered by SPLC and constitutes the valid and legally binding obligation of SPLC, enforceable against it in accordance with its terms terms, and, upon the execution of the other Transaction Documents to which SPLC is a party, such other Transaction Documents will be duly executed and delivered by or on behalf of SPLC and constitute the valid and legally binding obligation obligations of SPLC, enforceable against SPLC in accordance with their 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).
Appears in 1 contract
Sources: Contribution Agreement (Shell Midstream Partners, L.P.)
Authority and Approval. (a) SPLC has full limited partnership power and authority to execute and deliver this Agreement and the other Transaction Documents to which SPLC is a party, to consummate the transactions contemplated hereby and thereby and to perform all of the obligations hereof and thereof to be performed by it. The execution and delivery by SPLC of this Agreement and the other Transaction Documents to which SPLC is or will be a party, the consummation of the transactions contemplated hereby and thereby and the performance of all of the obligations hereof and thereof to be performed by SPLC have been duly authorized and approved by all requisite limited partnership action on the part of SPLC.
(b) This Agreement has been duly executed and delivered by SPLC and constitutes the valid and legally binding obligation of SPLC, enforceable against it in accordance with its terms terms, and, upon the execution of the other Transaction Documents to which SPLC is a party, such other Transaction Documents will be duly executed and delivered by or on behalf of SPLC and will constitute the valid and legally binding obligation obligations of SPLC, enforceable against SPLC in accordance with their 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).
Appears in 1 contract
Sources: Contribution Agreement (Shell Midstream Partners, L.P.)