Common use of Authority, Authorization and Enforceability Clause in Contracts

Authority, Authorization and Enforceability. PLP has all requisite partnership power and authority to enter into and perform the provisions of this Merger Agreement. The execution and delivery of this Merger Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary partnership action on the part of PLP or PRP-GP as its general partner, other than any action required to obtain the Unit Majority approval. Subject to such Unit Majority approval, this Merger Agreement has been duly executed and delivered by PLP and constitutes a valid and binding obligation of PLP enforceable in accordance with its terms. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any governmental entity is required by or with respect to PLP in connection with the transactions contemplated by this Merger Agreement, except for (i) the filing, waiting period and other applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) the filing with the SEC of the Proxy Statement/Prospectus (as defined in Section 4.3) and any related documents that may be required by the SEC, (iii) the filing of the certificate of merger with the Secretary of State of the State of Delaware, and (iv) such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices as would not prevent or materially delay the ability of PLP to consummate the transactions contemplated by this Merger Agreement.