Authority of Pure. Pure has all requisite corporate power and authority to execute and deliver this Agreement and any other document contemplated by this Agreement or the Merger (collectively, the “Merger Documents”) to be signed by Pure and to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery of each of the Merger Documents by Pure and the consummation by Pure of the transactions contemplated thereby have been duly authorized by the Board of Directors for Pure GP and, by the Closing Date, will have been adopted and approved by the limited partners of Pure holding a majority of the limited partnership interests of each class of limited partners of Pure. Subject to such approval by Pure GP and limited partners, no other organizational or partnership proceedings on the part of Pure are necessary to authorize such documents or to consummate the transactions contemplated thereby. This Agreement is, and the other Merger Documents when executed and delivered as contemplated herein, will be valid and binding obligations of Pure enforceable in accordance with their respective terms, except (1) as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting the enforcement of creditor’s rights generally; (2) as may be limited by any applicable laws relating to the availability of specific performance, injunctive relief or other equitable remedies; and (3) as may be limited by public policy.