Common use of Authority and Authorization Clause in Contracts

Authority and Authorization. The Partnership has all necessary partnership power and authority to issue, sell and deliver the Units, in accordance with and upon the terms and conditions set forth in this Agreement and the Partnership Agreement. At each Time of Delivery, all corporate, partnership and limited liability company action, as the case may be, required to be taken by the Calumet Parties or any of their stockholders, members or partners for the authorization, issuance, sale and delivery of the Units, and the consummation of the transactions contemplated by this Agreement shall have been validly taken.

Authority and Authorization. The Partnership has all necessary partnership requisite power and authority to issue, sell and deliver the Units, Units in accordance with and upon the terms and conditions set forth in this Agreement and Agreement, the Partnership Agreement, the Registration Statement, the Disclosure Package and the Final Prospectus. At each Time of DeliveryDelivery Date, all corporate, partnership and limited liability company action, as the case may be, required to be taken by the Calumet Parties Partnership Entities or any of their stockholders, partners or members or partners for the authorization, issuance, sale and delivery of the Units, and the consummation of the transactions contemplated by this Agreement Units shall have been validly taken.

Authority and Authorization. The Partnership has all necessary partnership requisite power and authority to issue, sell and deliver the Units, in accordance with and upon the terms and conditions set forth in this Agreement and the Partnership Agreement. At each Time of Delivery, all corporate, partnership and limited liability company action, as the case may be, required to be taken by the Calumet Parties Partnership Entities or any of their stockholders, members or partners for the authorization, issuance, sale and delivery of the Units, and the consummation of the transactions contemplated by this Agreement shall have been validly taken.

Authority and Authorization. The Partnership has all necessary partnership requisite power and authority to issue, sell and deliver the Units, Units in accordance with and upon the terms and conditions set forth in this Agreement and Agreement, the Partnership Agreement, the Disclosure Package and the Final Prospectus. At each Time of DeliveryDelivery Date, all corporate, partnership and limited liability company action, as the case may be, required to be taken by the Calumet Parties Inergy Entities or any of their stockholders, members or partners for the authorization, issuance, sale and delivery of the Units, Units and the consummation of the transactions contemplated by this Agreement shall have been validly taken.

Authority and Authorization. The Partnership has all necessary partnership requisite power and authority to issue, sell and deliver the Units, in accordance with and upon the terms and conditions set forth in this Agreement and Agreement, the Partnership Agreement, the Registration Statement, the Disclosure Package and the Final Prospectus. At each Time of DeliveryDelivery Date, all corporate, partnership and limited liability company action, as the case may be, required to be taken by the Calumet Parties Partnership Entities or any of their stockholders, members or partners for the authorization, issuance, sale and delivery of the Units, and the consummation of the transactions contemplated by this Agreement Units shall have been validly taken.

Authority and Authorization. The Partnership has all necessary requisite partnership power and authority to issue, sell and deliver (i) the Units, in accordance with and upon the terms and conditions set forth in this Agreement and the Partnership Agreement. At each Time of DeliveryAgreement and (ii) the Sponsor Units and Incentive Distribution Rights, all corporatein accordance with and upon the terms and conditions set forth in the Transaction Documents, partnership and limited liability company actionthe Registration Statement, as the case may beProspectus, required to be taken by the Calumet Parties or any of their stockholders, members or partners for the authorization, issuance, sale and delivery of the Units, Disclosure Package and the consummation of the transactions contemplated by this Agreement shall have been validly takenPartnership Agreement.

Authority and Authorization. The Partnership has all necessary partnership requisite power and authority to issue, sell and deliver the Fxxxxxxxxx Units, in accordance with and upon the terms and conditions set forth in this Agreement and the Partnership Agreement. At each Time of Delivery, all corporate, partnership and limited liability company action, as the case may be, required to be taken by the Calumet Parties or any of their stockholders, members or partners for the authorization, issuance, sale and delivery of the Units, and the consummation of the transactions contemplated by this Agreement shall have been validly taken.

Authority and Authorization. The Partnership has all necessary requisite partnership power and authority to issue, sell and deliver the Units, in accordance with and upon the terms and conditions set forth in this Agreement and the Partnership Agreement. At each Time of Delivery, all corporate, partnership and limited liability company action, as the case may be, required to be taken by the Calumet Parties or any of their stockholders, members or partners for the authorization, issuance, sale and delivery of the Units, and the consummation of the transactions contemplated by this Agreement shall have been validly taken.

Authority and Authorization. The Partnership has all necessary the requisite partnership power and authority to issue, sell and deliver the Units, in accordance with and upon the terms and conditions set forth in this Agreement and the Partnership Agreement. At each Time of Delivery, all corporate, partnership and limited liability company action, as the case may be, required to be taken by the Calumet Parties or any of their stockholders, members or partners for the authorization, issuance, sale and delivery of the Units, and the consummation of the transactions contemplated by this Agreement shall have been validly taken.

Authority and Authorization. The Partnership has all necessary requisite power and authority to execute and deliver this Agreement and the Transaction Documents and perform its respective obligations hereunder and thereunder. The Partnership has all requisite partnership power and authority to issue, sell and deliver the Purchased Units, in accordance with and upon the terms and conditions set forth in this Agreement and the Partnership Agreement. At each Time No approval from the holders of Delivery, all corporate, partnership and limited liability company action, as outstanding Common Units is required under the case may be, required to be taken by Partnership Agreement or the Calumet Parties or any of their stockholders, members or partners for the authorization, issuance, sale and delivery rules of the Units, NYSE in connection with the Partnership’s issuance and the consummation sale of the transactions contemplated by this Agreement shall have been validly takenPurchased Units to the Purchasers.

Authority and Authorization. The Partnership has all necessary requisite partnership power and authority to issue, sell and deliver the Units, in accordance with and upon the terms and conditions set forth in this Agreement and Agreement, the Partnership Agreement, the Registration Statement, the Disclosure Package and the Final Prospectus. At On the Closing Date and each Time of Deliverysettlement date, all corporate, partnership and limited liability company action, as the case may be, action required to be taken by the Calumet Parties Partnership or any of their stockholders, members or its partners for the authorization, issuance, sale and delivery of the Units, the execution and delivery by the consummation Partnership of this Agreement and the transactions contemplated by this Agreement hereby, shall have been validly taken.

Authority and Authorization. The Partnership has all necessary requisite partnership power and authority to issue, sell and deliver (i) the Units, in accordance with and upon the terms and conditions set forth in this Agreement and the Partnership Agreement. At each Time of DeliveryAgreement and (ii) the Sponsor Units and Incentive Distribution Rights, all corporate, partnership in accordance with and limited liability company action, as upon the case may be, required to be taken by terms and conditions set forth in the Calumet Parties or any of their stockholders, members or partners for the authorization, issuance, sale and delivery of the Units, Contribution Agreement and the consummation of the transactions contemplated by this Agreement shall have been validly takenPartnership Agreement.

Authority and Authorization. The Partnership has all necessary partnership requisite power and authority to issue, sell and deliver the Units, Units in accordance with and upon the terms and conditions set forth in this Agreement and the Partnership Agreement. At each Time of Deliverythe applicable Delivery Date, all corporate, partnership and limited liability company action, as the case may be, required to be taken by the Calumet Parties Partnership Entities or any of their stockholders, partners or members or partners for the authorization, issuance, sale issuance and delivery of the Units, Units and the consummation of the transactions contemplated by this Agreement hereby shall have been validly taken.

Authority and Authorization. The Partnership has all necessary requisite partnership power and authority to issue, sell and deliver (i) the Units, in accordance with and upon the terms and conditions set forth in this Agreement and the Partnership Agreement. At each Time of Delivery, all corporate, partnership and limited liability company action, as (ii) the case may be, required to be taken by the Calumet Parties or any of their stockholders, members or partners for the authorization, issuance, sale and delivery of the Contributing Party Units, in accordance with and upon the terms and conditions set forth in the Partnership Agreement and the consummation of the transactions contemplated by this Agreement shall have been validly takenContribution Agreement.

Authority and Authorization. The Partnership has all necessary partnership requisite power and authority to issue, sell and deliver the UnitsUnits to be sold by it, in accordance with and upon the terms and conditions set forth in this Agreement and Agreement, the Partnership Agreement. At each Time of Delivery, all corporate, partnership and limited liability company action, as the case may be, required to be taken by the Calumet Parties or any of their stockholders, members or partners for the authorization, issuance, sale and delivery of the Units, Registration Statement and the consummation of the transactions contemplated by this Agreement shall have been validly takenProspectus.

Authority and Authorization. The Partnership has all necessary partnership power and authority to issue, sell and deliver the Units, in accordance with and upon the terms and conditions set forth in this Agreement and the Partnership Agreement. At each Time of Delivery, all corporate, All partnership and limited liability company action, as the case may be, required to be taken by the Calumet Parties or any of their stockholders, members or partners for the authorization, issuance, sale and delivery of the Units, and the consummation of the transactions contemplated by this Agreement shall have been validly takentaken prior to the sale and delivery of the Units.

Authority and Authorization. The Partnership has all necessary requisite partnership power and authority to issue, sell and deliver (i) the Units, in accordance with and upon the terms and conditions set forth in this Agreement and Agreement, the Partnership Agreement. At each Time of Delivery, all corporate, partnership the Registration Statement and limited liability company action, as the case may be, required to be taken by the Calumet Parties or any of their stockholders, members or partners for the authorization, issuance, sale and delivery of the UnitsProspectus, and (ii) the consummation of Sponsor Units and the transactions contemplated by this IDRs, in accordance with the terms and conditions set forth in the Partnership Agreement shall have been validly taken.and the

Authority and Authorization. The Partnership has all necessary partnership requisite power and authority to issue, sell and deliver (i) the UnitsUnits to be sold by it, in accordance with and upon the terms and conditions set forth in this Agreement and the Partnership Agreement. At each Time of DeliveryAgreement and (ii) the Sponsor Units and Incentive Distribution Rights, all corporate, partnership in accordance with and limited liability company action, as upon the case may be, required to be taken by terms and conditions set forth in the Calumet Parties or any of their stockholders, members or partners for the authorization, issuance, sale and delivery of the Units, Partnership Agreement and the consummation of the transactions contemplated by this Agreement shall have been validly takenContribution Documents.

Authority and Authorization. The Partnership has all necessary requisite partnership power and authority to issue, sell and deliver (i) the Units, in accordance with and upon the terms and conditions set forth in this Agreement and the Partnership Agreement. At each Time of DeliveryAgreement and (ii) the Sponsor Units and Incentive Distribution Rights, all corporate, partnership in accordance with and limited liability company action, as upon the case may be, required to be taken by terms and conditions set forth in the Calumet Parties or any of their stockholders, members or partners for the authorization, issuance, sale and delivery of the Units, Transaction Documents and the consummation of the transactions contemplated by this Agreement shall have been validly takenPartnership Agreement.