Enforceability of Other Agreements Clause Samples

Enforceability of Other Agreements. (a) The General Partner Operating Agreement has been duly authorized, executed and delivered by GP Holdings LLC and is a valid and legally binding agreement of GP Holdings LLC, enforceable against GP Holdings LLC in accordance with its terms; (b) the Partnership Agreement has been duly authorized, executed and delivered by the General Partner, and, assuming due authorization, execution and delivery by the other parties thereto is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms; and (c) the Operating Company Operating Agreement has been duly authorized, executed and delivered by the Partnership and is a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; provided that, with respect to each agreement described in this paragraph 9, the enforceability thereof may be limited by (A) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (B) public policy, applicable law relating to fiduciary duties and indemnification and contribution and an implied covenant of good faith and fair dealing.

Enforceability of Other Agreements. Each of the agreements listed on Schedule F (collectively, the “Other Agreements”) has been duly authorized and delivered by each of the Partnership Entities party thereto and, assuming the due authorization and delivery by the other parties thereto, is a valid and legally binding agreement of such Partnership Entity, enforceable against it in accordance with its terms, except where the failure to be enforceable would not reasonably be expected to have a Material Adverse Effect or a material adverse effect on the Transactions; provided that, with respect to each agreement described in this subsection, the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and, provided further, that the indemnity, contribution and exoneration provisions contained in any of such agreements may be limited by applicable laws.

Enforceability of Other Agreements a) the General Partner LLC Agreement has been duly authorized, executed and delivered by Teekay Holdings and is a valid and legally binding agreement of Teekay Holdings, enforceable against Teekay Holdings in accordance with its terms; b) the Partnership Agreement has been duly authorized, executed and delivered by the General Partner and is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms; c) the Operating Company LLC Agreement has been duly authorized, executed and delivered by the Partnership and is a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; and d) each of the Operating Subsidiaries’ Organizational Documents have been duly authorized, executed and delivered by the appropriate Teekay Entity and is a valid and legally binding agreement of such Teekay Entity, enforceable against such Teekay Entity in accordance with its terms; provided that, with respect to each agreement described in this Section 1.24, the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and, provided further, that the indemnity, contribution and exoneration provisions contained in any of such agreements may be limited by applicable laws and public policy. The General Partner LLC Agreement, the Partnership Agreement, the Operating Company LLC Agreement, the certificates of limited partnership or formation and other organizational documents of the Teekay Parties, and the Operating Subsidiaries’ Organizational Documents are herein collectively referred to as the “Organizational Documents.”

Enforceability of Other Agreements. Each of the Organizational Agreements has been duly authorized, executed and delivered by the parties thereto and is a valid and legally binding agreement of such party, enforceable against such party in accordance with its terms; provided that, the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and provided, further, that the indemnity, contribution and exoneration provisions contained in any of such agreements may be limited by applicable laws and public policy.

Enforceability of Other Agreements. (i) the Partnership Agreement has been duly authorized, executed and delivered by the General Partner and is a legal, valid and binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms; (ii) the General Partner Agreement has been duly authorized, executed and delivered by Access Midstream Ventures, L.L.C. (“Midstream Ventures”) and is a legal, valid and binding agreement of Midstream Ventures, enforceable against Midstream Ventures in accordance with its terms; (iii) the OLLC Agreement has been duly authorized, executed and delivered by the Partnership and is a legal, valid and binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; and (iv) the limited liability company agreement of each Operating Subsidiary has been duly authorized, executed and delivered by the Partnership Entity party thereto and is a legal, valid and binding agreement of the Partnership Entity party thereto, enforceable against the such Partnership Entities in accordance with its terms; except in each case as the enforceability thereof may be limited by (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (ii) public policy, any applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing.

Enforceability of Other Agreements. At or before the Closing Date: (i) The Partnership Agreement will have been duly authorized, executed and delivered by the General Partner, The Heritage Group, an Indiana general partnership (“Heritage”), Calumet, Incorporated, an Indiana corporation (“Calumet Inc.”), F▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇. or certain associated trusts (collectively, “F▇▇▇▇▇▇▇▇▇”) and the G▇▇▇▇ Family, Indiana residents, certain of their affiliates or associated trusts (collectively, “G▇▇▇▇”) as the “Organizational Limited Partners” and will be a valid and legally binding agreement of the General Partner, Heritage, Calumet Inc., F▇▇▇▇▇▇▇▇▇ and G▇▇▇▇ as the Organizational Limited Partners, enforceable against the General Partner, Heritage, Calumet Inc., F▇▇▇▇▇▇▇▇▇ and G▇▇▇▇ as the Organizational Limited Partners in accordance with its terms; (ii) The General Partner Agreement will have been duly authorized, executed and delivered by Heritage, G▇▇▇▇ and F▇▇▇▇▇▇▇▇▇ and will be a valid and legally binding agreement of Heritage, G▇▇▇▇ and F▇▇▇▇▇▇▇▇▇, enforceable against Heritage, G▇▇▇▇ and F▇▇▇▇▇▇▇▇▇ in accordance with its terms; (iii) Each of the Contribution Documents will have been duly authorized, executed and delivered by the parties thereto and will be valid and legally binding agreements of the Calumet Entities party thereto enforceable against such parties in accordance with its respective terms; (iv) The Omnibus Agreement will have been duly authorized, executed and delivered by each of the parties thereto and will be a valid and legally binding agreement of each of them enforceable against each of them in accordance with its terms; and provided that, with respect to each agreement described in this Section 1(i), the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); provided, further, that the indemnity and contribution provisions contained therein may be limited by applicable laws or public policy.

Enforceability of Other Agreements. (i) The Partnership Agreement has been duly authorized, executed and delivered by the General Partner and is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms; (ii) The Operating Company Agreement has been duly authorized, executed and delivered by the Partnership and is a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; (iii) The OLP GP Agreement has been duly authorized, executed and delivered by the Operating Company and is a valid and legally binding agreement of the Operating Company, enforceable against the Operating Company in accordance with its terms; (iv) The General Partner Agreement has been duly authorized, executed and delivered by Heritage, ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇ and is a valid and legally binding agreement of Heritage, ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, enforceable against Heritage, ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇ in accordance with its terms; (v) Each of the Shreveport Subsidiary Agreements has been duly authorized, executed and delivered by Calumet Shreveport and is a valid and legally binding agreement of Calumet Shreveport, enforceable against Calumet Shreveport in accordance with its terms; (vi) Each of the Calumet Shreveport Agreement and the Calumet Penreco Agreement has been duly authorized, executed and delivered by Calumet and is valid and legally binding agreements of Calumet, enforceable against Calumet in accordance with its terms; (vii) The Calumet Agreement has been duly authorized, executed and delivered by the OLP GP and the Operating Company and is a valid and legally binding agreement of the OLP GP and the Operating Company, enforceable against the OLP GP and the Operating Company in accordance with its terms; and provided that, with respect to each agreement described in this Section 1(x), the enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) (collectively, the “Enforceability Exceptions”); provided, further, that the indemnity and contribution provisions contained therein may be limited by applicable laws or public policy.

Enforceability of Other Agreements. Each of the agreements listed on Schedule IV (collectively, the “Other Agreements”) has been duly authorized, executed and delivered by each of the Teekay Entities party thereto and, assuming the due authorization, execution and delivery by the other parties thereto, is a valid and legally binding agreement of such Teekay Entity, enforceable against it in accordance with its terms, except where the failure to be enforceable would not reasonably be expected to have a Material Adverse Effect or could not reasonably be expected to materially impair the ability of any of the Teekay Entities to perform their obligations under this Agreement, the Operative Agreements or the Other Agreements; provided that, with respect to each agreement described in this Section 1(p), the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and, provided further, that the indemnity, contribution and exoneration provisions contained in any of such agreements may be limited by applicable laws and public policy.

Enforceability of Other Agreements. The Partnership Agreement has been duly authorized, executed and delivered by the General Partner and is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms, and each of the Organizational Agreements (other than the Partnership Agreement) has been duly authorized, executed and delivered by the parties thereto and is a valid and legally binding agreement of such parties thereto, enforceable against the parties thereto in accordance with their respective terms; provided that, with respect to each such agreement, the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) (collectively, the “Enforceability Exceptions”) and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing.