Common use of Authority and Approval Clause in Contracts

Authority and Approval. Each of the MLP Parties has all requisite limited liability company or limited partnership power and authority to execute and deliver this Agreement, and subject to receipt of the MLP Vote, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it. The execution and delivery of this Agreement by each of the MLP Parties, and subject to receipt of the MLP Vote, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the MLP Parties have been duly authorized and approved by all requisite partnership or limited liability company action on the part of each of the MLP Parties. At a meeting duly called and held, the MLP Conflicts Committee, by unanimous vote, in good faith (a) determined that this Agreement and the transactions contemplated hereby are in the best interest of MLP and the Holders of MLP Public Units, (b) approved this Agreement and the transactions contemplated hereby, including the Merger (the foregoing constituting MLP Special Approval), and (c) resolved to recommend to the MLP Board the approval of this Agreement and the consummation of the transactions contemplated hereby, including the Merger. Upon the receipt of the recommendation of the MLP Conflicts Committee, at a meeting duly called and held, the MLP Board (a) determined that this Agreement and the transactions contemplated hereby are in the best interest of MLP and the Holders of MLP Public Units, (b) approved this Agreement and the transactions contemplated hereby, including the Merger, and (c) directed that this Agreement be submitted to a vote of Holders of MLP Common Units and authorized the Holders of MLP Common Units to act by written consent pursuant to Section 13.11 of the MLP Partnership Agreement. The adoption of this Agreement by the affirmative vote or consent of the Holders of at least a Unit Majority (as defined in the MLP Partnership Agreement) (the “MLP Vote”) is the only vote or approval of partnership interests in MLP necessary to approve and adopt this Agreement and approve and consummate the transactions contemplated by this Agreement, including the Merger. This Agreement has been duly executed and delivered by each of the MLP Parties and, assuming due authorization, execution and delivery by the Parent Parties, constitutes the valid and legally binding obligation of each of the MLP Parties, enforceable against each of the MLP Parties in accordance with 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).

Authority and Approval. Each of the MLP ACMP Parties has all requisite limited liability company or limited partnership power and authority to execute and deliver this Agreement, and subject to receipt of the MLP Vote, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it, subject, in the case of the ACMP Partnership Agreement Amendment, to receipt of the ACMP Amendment Vote. The execution and delivery of this Agreement by each of the MLP ACMP Parties, and subject to receipt of the MLP Vote, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the MLP ACMP Parties have been duly authorized and approved by all requisite partnership or limited liability company action on the part of each of the MLP ACMP Parties, subject, in the case of the ACMP Partnership Agreement Amendment, to receipt of the ACMP Amendment Vote. At a meeting duly called and held, the MLP ACMP Conflicts Committee, by unanimous vote, in good faith (a) determined that this Agreement and the transactions contemplated hereby are in the best interest of MLP ACMP and the Holders of MLP Public UnitsACMP Units who are not ▇▇▇▇▇▇▇▇ Parties, (b) approved this Agreement and the transactions contemplated hereby, including the Merger Transaction Documents and the transactions contemplated thereby on the terms set forth therein (the foregoing constituting MLP ACMP Special Approval), and (c) resolved to approve, and to recommend to the MLP ACMP Board the approval of of, this Agreement and the consummation of the transactions contemplated hereby, including the MergerTransaction Documents and the transactions contemplated thereby on the terms set forth therein. Upon the receipt of the recommendation of the MLP ACMP Conflicts Committee, at a meeting duly called and held, the MLP ACMP Board (a) determined that this Agreement and the transactions contemplated hereby are in the best interest of MLP and the Holders of MLP Public Units, (b) approved this Agreement and the transactions contemplated hereby, including the Merger, Transaction Documents and (c) directed that this Agreement be submitted to a vote of Holders of MLP Common Units and authorized the Holders of MLP Common Units to act by written consent pursuant to Section 13.11 of the MLP Partnership Agreement. The adoption of this Agreement by the affirmative vote or consent of the Holders of at least a Unit Majority (as defined in the MLP Partnership Agreement) (the “MLP Vote”) is the only vote or approval of partnership interests in MLP necessary to approve and adopt this Agreement and approve and consummate the transactions contemplated by this Agreement, including thereby on the Merger. This Agreement has been duly executed and delivered by each of the MLP Parties and, assuming due authorization, execution and delivery by the Parent Parties, constitutes the valid and legally binding obligation of each of the MLP Parties, enforceable against each of the MLP Parties in accordance with 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)terms set forth therein.

Authority and Approval. Each of the MLP SXCP Parties has all requisite limited liability company or limited partnership power and authority to execute and deliver this Agreement, and subject to receipt of the MLP SXCP Vote, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it. The execution and delivery of this Agreement by each of the MLP SXCP Parties, and subject to receipt of the MLP SXCP Vote, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the MLP SXCP Parties have been duly authorized and approved by all requisite partnership or limited liability company action on the part of each of the MLP SXCP Parties. At a meeting duly called and held, the MLP SXCP Conflicts Committee, by unanimous vote, in good faith Committee (a) determined that this Agreement and the transactions contemplated hereby are in the best interest of MLP and SXCP, including the Holders of MLP SXCP Public Units, (b) approved this Agreement and the transactions contemplated hereby, including the Merger (the foregoing constituting MLP SXCP Special Approval), and (c) resolved to recommend to recommended that the MLP SXCP Board the approval of approve this Agreement and the consummation of the transactions contemplated hereby, including the Merger. Upon the receipt of the recommendation of the MLP SXCP Conflicts Committee, at a meeting duly called and held, the MLP SXCP Board (a) determined that this Agreement and the transactions contemplated hereby are in the best interest of MLP and the Holders of MLP Public UnitsSXCP, (b) approved this Agreement and the transactions contemplated hereby, including the Merger, and (c) directed that this Agreement be submitted to a vote of Holders of MLP SXCP Common Units and authorized the Holders of MLP SXCP Common Units to act by written consent pursuant to Section 13.11 of the MLP SXCP Partnership Agreement. Within two (2) Business Days after the Registration Statement becomes effective under the Securities Act (but, for the avoidance of doubt, not until such Registration Statement becomes effective), Parent shall cause SC&C as the record holder and beneficial owner in the aggregate of a majority of the SXCP Common Units outstanding on the date hereof to approve this Agreement and the transactions contemplated hereby, including the Merger. The approval and adoption of this Agreement by the affirmative vote or consent of the Holders of at least a Unit Majority (as defined in the MLP SXCP Partnership Agreement) (the “MLP SXCP Vote”) is the only vote or approval of partnership interests in MLP SXCP Partnership Interests necessary to approve and adopt this Agreement and approve and consummate the transactions contemplated by this Agreement, including the Merger. This Agreement has been duly executed and delivered by each of the MLP SXCP Parties and, assuming due authorization, execution and delivery by the Parent Parties, constitutes the valid and legally binding obligation of each of the MLP SXCP Parties, enforceable against each of the MLP SXCP Parties in accordance with 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 civil, criminal, regulatory or administrative actions, suits, claims, hearings, arbitrations, inquiries, subpoenas, investigations or proceedings (“Proceedings”) at law or in equity).

Authority and Approval. Each of the MLP Parent Parties has all requisite corporate or limited liability company or limited partnership power and authority to execute and deliver this Agreement, and subject to receipt of the MLP Vote, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it, subject to obtaining the Parent Stock Issuance Approval in the case of Parent. The execution and delivery of this Agreement by each of the MLP Parent Parties, and subject to receipt of the MLP Vote, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the MLP Parent Parties have been duly authorized and approved by all requisite partnership corporate or limited liability company action on the part of each of the MLP Parent Parties, subject to obtaining the Parent Stock Issuance Approval in the case of Parent. At a meeting duly called and held, the MLP Conflicts CommitteeParent Board, by unanimous vote, in good faith (a) determined that this Agreement and the transactions contemplated hereby hereby, including the Merger and the Parent Stock Issuance, are in the best interest of MLP Parent and the Holders of MLP Public UnitsParent Common Stock, (b) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger (and the foregoing constituting MLP Special Approval)Parent Stock Issuance, and (c) resolved to recommend to submit the MLP Board the approval of this Agreement and the consummation of the transactions contemplated hereby, including the Merger. Upon the receipt of the recommendation of the MLP Conflicts Committee, at a meeting duly called and held, the MLP Board (a) determined that this Agreement and the transactions contemplated hereby are in the best interest of MLP and the Holders of MLP Public Units, (b) approved this Agreement and the transactions contemplated hereby, including the Merger, and (c) directed that this Agreement be submitted Parent Stock Issuance to a vote of Holders of MLP Common Units Parent’s stockholders and authorized the Holders of MLP Common Units to act by written consent pursuant to Section 13.11 recommend approval of the MLP Partnership AgreementParent Stock Issuance. The adoption of this Agreement by the affirmative vote (in person or consent by proxy) of the Holders holders of a majority of the aggregate voting power present at least a Unit Majority (as defined in the MLP Partnership Agreement) Parent Stockholder Meeting or any adjournment or postponement thereof to approve the Parent Stock Issuance (the “MLP VoteParent Stock Issuance Approval”) is the only vote or approval of partnership interests in MLP the holders of any class or series of the capital stock of Parent necessary to approve and adopt this Agreement the Parent Stock Issuance and approve and consummate the transactions contemplated by this Agreement, including the Merger. This Agreement has been duly executed and delivered by each of the MLP Parent Parties and, assuming due authorization, execution and delivery by the Parent Parties, constitutes the valid and legally binding obligation of each of the MLP Parent Parties, enforceable against each of the MLP Parent Parties in accordance with 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). As of the Execution Date, RRMS Holdings is the record holder and beneficial owner in the aggregate of, and has the right to vote, a majority of the RRMS Common Units outstanding on the date hereof.

Authority and Approval. Each of the MLP Parent Parties has all requisite corporate or limited liability company or limited partnership power and authority to execute and deliver this Agreement, and subject to receipt of the MLP Vote, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it, subject to obtaining the Parent Stock Issuance Approval. The execution and delivery of this Agreement by each of the MLP Parent Parties, and subject to receipt of the MLP Vote, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the MLP Parent Parties have been duly authorized and approved by all requisite partnership corporate or limited liability company action on the part of each of the MLP Parent Parties, subject to obtaining the Parent Stock Issuance Approval. At a meeting duly called and held, the MLP Conflicts Committee, by unanimous vote, in good faith (a) determined that this Agreement and the transactions contemplated hereby are in the best interest of MLP and the Holders of MLP Public Units, (b) approved this Agreement and the transactions contemplated hereby, including the Merger (the foregoing constituting MLP Special Approval), and (c) resolved to recommend to the MLP Board the approval of this Agreement and the consummation of the transactions contemplated hereby, including the Merger. Upon the receipt of the recommendation of the MLP Conflicts Committee, at a meeting duly called and held, the MLP Parent Board (a) determined that this Agreement and the transactions contemplated hereby hereby, including the Merger and the Parent Stock Issuance, are in the best interest interests of MLP Parent and the Holders of MLP Public Unitsits stockholders, (b) approved and declared advisable this Agreement and the transactions contemplated hereby, including the MergerMerger and the Parent Stock Issuance, and (c) directed that this Agreement be submitted resolved to submit the Parent Stock Issuance to a vote of Holders of MLP Common Units Parent’s stockholders and authorized the Holders of MLP Common Units to act by written consent pursuant to Section 13.11 recommend approval of the MLP Partnership AgreementParent Stock Issuance. The adoption of this Agreement by the affirmative vote (in person or consent by proxy) of a majority of the Holders of votes cast at least the Parent Stockholder Meeting at which a Unit Majority (as defined in quorum is present or any adjournment or postponement thereof to approve the MLP Partnership Agreement) Parent Stock Issuance (the “MLP VoteParent Stock Issuance Approval”) is the only vote or approval of partnership interests in MLP the holders of any class or series of the capital stock of Parent necessary to approve and adopt this Agreement the Parent Stock Issuance and approve and consummate the transactions contemplated by this Agreement, including the Merger. This Agreement has been duly executed and delivered by each of the MLP Parent Parties and, assuming due authorization, execution and delivery by the Parent Parties, constitutes the valid and legally binding obligation of each of the MLP Parent Parties, enforceable against each of the MLP Parent Parties in accordance with 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). SC&C is the record holder and beneficial owner in the aggregate of, and has the right to vote, a majority of the SXCP Common Units outstanding on the date hereof.

Authority and Approval. Each of the MLP QEPM Parties has all requisite limited liability company or limited partnership power and authority to execute and deliver this Agreement, and subject to receipt of the MLP Vote, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it. The execution and delivery by the QEPM Parties of this Agreement by each Agreement, and, in the case of the MLP PartiesQEPM, and subject to receipt of the MLP Voteobtaining QEPM Unitholder Approval, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the MLP QEPM Parties have been duly authorized and approved by all requisite partnership or limited liability company or limited partnership action on the part of each of the MLP QEPM Parties. At a meeting duly called and held, the MLP Conflicts Committee, by unanimous vote, in good faith (a) determined that this Agreement and the transactions contemplated hereby are in the best interest of MLP and the Holders of MLP Public Units, (b) approved this Agreement and the transactions contemplated hereby, including the Merger (the foregoing constituting MLP The QEPM Board sought Special Approval), and (c) resolved Approval with respect to recommend to the MLP Board the approval of this Agreement and the consummation of the transactions contemplated hereby, including the Merger. Upon the receipt of the recommendation of the MLP Conflicts Committee, at a meeting duly called and held, the MLP Board (a) determined that this Agreement and the transactions contemplated hereby are in the best interest of MLP and the Holders of MLP Public Units, (b) approved this Agreement and the transactions contemplated hereby, including the Merger. At a meeting duly called and held, the QEPM Conflicts Committee, by unanimous vote, (a) approved this Agreement, the Support Agreement and the consummation of the transactions contemplated hereby and thereby, including the Merger, which approval was intended to constitute Special Approval (as such term is defined in the QEPM Partnership Agreement), (b) determined in good faith that it is in the best interests of QEPM and the Holders of Non‑affiliated QEPM Common Units and not adverse to the best interests of the Partnership Group (as such term is defined in the QEPM Partnership Agreement) for the Partnership to enter into this Agreement and the Support Agreement and to consummate the transactions contemplated hereby and thereby, including the Merger, (c) recommended the approval of this Agreement, the Support Agreement and the consummation of the transactions contemplated hereby and thereby, including the Merger, by the QEPM Board and (d) subject to QEPM Board approval, recommended the approval of this Agreement and the Merger by the Holders of Non-affiliated QEPM Common Units. At a meeting duly called and held, the QEPM Board (a) unanimously approved this Agreement, the Support Agreement and the transactions contemplated hereby and thereby, including the Merger, (b) unanimously determined in good faith that it is in the best interest of QEPM and its unitholders and not adverse to the best interests of the Partnership Group (as defined in the QEPM Partnership Agreement) to enter into this Agreement and the Support Agreement and to consummate the transactions contemplated hereby and thereby, including the Merger, (c) recommended that the QEPM Limited Partners, including the Holders of Non-affiliated QEPM Common Units, approve this Agreement and the Merger, and (cd) directed that this Agreement be submitted to a vote of Holders of MLP Common Units and authorized the Holders of MLP Common Units to act by written consent pursuant to Section 13.11 of the MLP Partnership Agreement. The adoption of this Agreement by the affirmative vote or consent of the Holders of at least a Unit Majority (as defined in the MLP Partnership Agreement) (the “MLP Vote”) is the only vote or approval of partnership interests in MLP necessary to approve and adopt this Agreement and approve and consummate the transactions contemplated by this Agreement, including the MergerQEPM Limited Partners. This Agreement has been duly executed and delivered by each of the MLP QEPM Parties and, assuming due authorization, execution and delivery by the Parent Parties, constitutes the valid and legally binding obligation of each of the MLP Partiesthem, enforceable against each of the MLP QEPM Parties in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a Proceeding proceeding at law or in equity).

Authority and Approval. Each of the MLP Parent Parties has all requisite corporate or limited liability company or limited partnership power and authority to execute and deliver this Agreement, and subject to receipt of the MLP Vote, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it. The execution and delivery of this Agreement by each of the MLP Parent Parties, and subject to receipt of the MLP Vote, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the MLP Parent Parties have been duly authorized and approved by all requisite partnership corporate or limited liability company action on the part of each of the MLP Parent Parties. At a meeting duly called and held, the MLP Conflicts Committee, by unanimous vote, in good faith (a) determined that this Agreement and the transactions contemplated hereby are in the best interest of MLP and the Holders of MLP Public Units, (b) approved this Agreement and the transactions contemplated hereby, including the Merger (the foregoing constituting MLP Special Approval), and (c) resolved to recommend to the MLP Board the approval of this Agreement and the consummation of the transactions contemplated hereby, including the Merger. Upon the receipt of the recommendation of the MLP Conflicts Committee, at a meeting duly called and held, the MLP Parent Board (a) determined that this Agreement and the transactions contemplated hereby hereby, including the Merger and the Parent Stock Issuance, are in the best interest interests of MLP Parent and the Holders of MLP Public Units, its stockholders and (b) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, Merger and (c) directed that this Agreement be submitted to a vote of Holders of MLP Common Units and authorized the Holders of MLP Common Units to act by written consent pursuant to Section 13.11 of the MLP Partnership AgreementParent Stock Issuance. The adoption of this Agreement by the affirmative vote or consent of the Holders of at least a Unit Majority (as defined in the MLP Partnership Agreement) (the “MLP Vote”) is the only No vote or approval of partnership interests in MLP the stockholders of Parent is necessary to approve and adopt this Agreement the Parent Stock Issuance and approve and consummate the transactions contemplated by this Agreement, including the Merger. This Agreement has been duly executed and delivered by each of the MLP Parent Parties and, assuming due authorization, execution and delivery by the Parent MLP Parties, constitutes the valid and legally binding obligation of each of the MLP Parent Parties, enforceable against each of the MLP Parent Parties in accordance with 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).

Authority and Approval. Each of the MLP Parent Parties has all requisite corporate or limited liability company or limited partnership power and authority to execute and deliver this Agreement, and subject to receipt of the MLP Vote, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it, subject to obtaining the Parent Stockholder Approval in the case of Parent. The execution and delivery of this Agreement by each of the MLP Parent Parties, and subject to receipt of the MLP Vote, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the MLP Parent Parties have been duly authorized and approved by all requisite partnership corporate or limited liability company action on the part of each of the MLP Parent Parties, subject to obtaining the Parent Stockholder Approval in the case of Parent. At a meeting duly called and held, the MLP Conflicts Committee, by unanimous vote, in good faith Parent Board (a) determined that this Agreement and Agreement, the transactions contemplated hereby are in the best interest of MLP and the Holders of MLP Public Units, (b) approved this Agreement Charter Amendment and the transactions contemplated hereby, including the Merger (the foregoing constituting MLP Special Approval), and (c) resolved to recommend to the MLP Board the approval of this Agreement and the consummation of the transactions contemplated herebyParent Stock Issuance, including the Merger. Upon the receipt of the recommendation of the MLP Conflicts Committee, at a meeting duly called and held, the MLP Board (a) determined that this Agreement and the transactions contemplated hereby are in the best interest interests of MLP Parent and the Holders of MLP Public Unitsits stockholders, (b) approved and declared advisable this Agreement Agreement, the Charter Amendment and the transactions contemplated hereby, including the MergerMerger and the Parent Stock Issuance, and (c) directed that this Agreement be submitted resolved to submit the Charter Amendment and the Parent Stock Issuance to a vote of Holders of MLP Common Units Parent’s stockholders and authorized the Holders of MLP Common Units to act by written consent pursuant to Section 13.11 recommend adoption of the MLP Partnership Agreement. Charter Amendment and approval of the Parent Stock Issuance. (i) The adoption affirmative vote (in person or by proxy) of this Agreement by the holders of a majority of the aggregate voting power present at the Parent Stockholder Meeting or any adjournment or postponement thereof to approve the Parent Stock Issuance (the “Parent Stock Issuance Approval”) and (ii) the affirmative vote (in person or consent by proxy) of the Holders holders of at least a Unit Majority (as defined in majority of the MLP Partnership Agreement) outstanding shares of Parent Common Stock entitled to vote on the adoption of the Charter Amendment (the “MLP VoteParent Charter Approval” and, together with the Parent Stock Issuance Approval, the “Parent Stockholder Approval”) is are the only vote votes or approval approvals of partnership interests in MLP the holders of any class or series of the capital stock of Parent necessary to approve and the Parent Stock Issuance, adopt this Agreement the Charter Amendment and approve and consummate the transactions contemplated by this Agreement, including the Merger. Parent, in its capacity as sole member of Merger Sub, has approved this Agreement and the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of the MLP Parent Parties and, assuming due authorization, execution and delivery by the Parent Parties, constitutes the valid and legally binding obligation of each of the MLP Parent Parties, enforceable against each of the MLP Parent Parties in accordance with 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).

Authority and Approval. (a) Each of the MLP Parties Delta, Ultra and each Merger Sub has all requisite limited liability corporate or company or limited partnership power and authority necessary in order to execute and deliver this Agreementdeliver, and subject perform its obligations under, this Agreement and each Transaction Agreement to receipt which such Person is a party and to consummate the Mergers and the other transactions contemplated by this Agreement and each such Transaction Agreement. The execution, delivery and performance of this Agreement and each such Transaction Agreement to which such Person is a party by each of Delta, Ultra and each Merger Sub and the consummation of the MLP VoteMergers by each of Delta, Ultra and each Merger Sub and the other transactions contemplated by this Agreement and the other Transaction Agreements have been duly and validly authorized by all necessary corporate or company action and no other corporate or company proceedings on the part of Delta, Ultra, or any Merger Sub, as applicable, and no stockholder or member approvals or adoptions are necessary to authorize this Agreement or the other Transaction Agreements or to consummate the transactions contemplated hereby or thereby other than those that have already been received. This Agreement and each other Transaction Agreement to which it is a party has been duly executed and delivered by Delta, Ultra and each Merger Sub and constitutes a valid and binding agreement of Delta, Ultra and each Merger Sub and is enforceable against the same in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to perform all general equity principles. (b) On or prior to the date of this Agreement, the Delta Board of Directors, Ultra Board of Directors, the boards of directors of Vector Merger Corp and Kodiak Merger Sub, and the managing member of Vector Merger LLC each have duly and unanimously adopted resolutions: (i) determining that the Mergers, on the terms and subject to the conditions hereof to be performed by it. The execution and delivery of this Agreement by each of the MLP Partiesset forth herein, are fair to, and subject to receipt of the MLP Vote, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the MLP Parties have been duly authorized and approved by all requisite partnership or limited liability company action on the part of each of the MLP Parties. At a meeting duly called and held, the MLP Conflicts Committee, by unanimous vote, in good faith (a) determined that this Agreement and the transactions contemplated hereby are in the best interest of MLP interests of, Delta, Ultra and the Holders Merger Subs, as applicable; (ii) approving and declaring advisable the Mergers and the other transactions contemplated hereby, as applicable; (iii) authorizing and approving the execution, delivery and performance of MLP Public Units, (b) approved this Agreement and the transactions contemplated hereby, including the Merger (the foregoing constituting MLP Special Approval), ; and (civ) resolved to recommend to the MLP Board the approval of this Agreement and the consummation of the transactions contemplated hereby, including the Merger. Upon the receipt of the recommendation of the MLP Conflicts Committee, at a meeting duly called and held, the MLP Board (a) determined that this Agreement and the transactions contemplated hereby are in the best interest of MLP and the Holders of MLP Public Units, (b) approved this Agreement and the transactions contemplated hereby, including the Merger, and (c) directed that this Agreement be submitted to a vote of Holders of MLP Common Units and authorized the Holders of MLP Common Units to act by written consent pursuant to Section 13.11 of the MLP Partnership Agreement. The recommending adoption of this Agreement by to the affirmative vote or consent holders of shares, which resolutions, as of the Holders date hereof, have not been withdrawn or modified. (c) On or prior to the date of at least a Unit Majority (as defined in the MLP Partnership Agreement) (the “MLP Vote”) is the only vote or approval of partnership interests in MLP necessary to approve and adopt this Agreement and approve and consummate the transactions contemplated by this Agreement, including the Merger. This Agreement has been duly executed each of: (i) Delta, in its capacity as sole holder of Ultra Common Stock, and delivered by each (ii) Ultra, in its capacity as sole holder of the MLP Parties andVector Merger Corp Common Stock, assuming due authorization, execution the Vector Merger LLC Membership Units and delivery by the Parent Parties, constitutes the valid and legally binding obligation of each of the MLP Parties, enforceable against each of the MLP Parties in accordance with 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)Kodiak Merger Sub Common Stock has duly adopted this Agreement.

Authority and Approval. Each of the MLP WPZ Parties has all requisite limited liability company or limited partnership power and authority to execute and deliver this Agreement, and subject to receipt of the MLP WPZ Vote, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it. The execution and delivery of this Agreement by each of the MLP WPZ Parties, and subject to receipt of the MLP WPZ Vote, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the MLP WPZ Parties have been duly authorized and approved by all requisite partnership or limited liability company action on the part of each of the MLP WPZ Parties. At a meeting duly called and held, the MLP WPZ Conflicts Committee, by unanimous vote, in good faith (a) determined that this Agreement and the transactions contemplated hereby are in the best interest of MLP WPZ and the Holders of MLP WPZ Public Units, (b) approved this Agreement and the transactions contemplated hereby, including the Merger (the foregoing constituting MLP WPZ Special Approval), and (c) resolved to approve, and to recommend to the MLP WPZ Board the approval of of, this Agreement and the consummation of the transactions contemplated hereby, including the Merger. Upon the receipt of the recommendation of the MLP WPZ Conflicts Committee, at a meeting duly called and held, the MLP Board WPZ Board, by unanimous vote, (a) determined that this Agreement and the transactions contemplated hereby are in the best interest of MLP and the Holders of MLP Public Units, (b) approved this Agreement and the transactions contemplated hereby, including the Merger, and (cb) directed that this Agreement be submitted to a vote of Holders of MLP Common WPZ Units and authorized the Holders of MLP Common WPZ Units to act by written consent pursuant to Section 13.11 of the MLP WPZ Partnership Agreement. Prior to such approval by the WPZ Conflicts Committee and the WPZ Board, AMV approved this Agreement and the transactions contemplated hereby, including the Merger. The adoption of this Agreement by the affirmative vote or consent of the Holders of at least a Unit Majority (as defined in the MLP WPZ Partnership Agreement) (the “MLP WPZ Vote”) is the only vote or approval of partnership interests in MLP WPZ necessary to approve and adopt this Agreement and approve and consummate the transactions contemplated by this Agreement, including the Merger. This Agreement has been duly executed and delivered by each of the MLP WPZ Parties and, assuming due authorization, execution and delivery by the Parent Parties, constitutes the valid and legally binding obligation of each of the MLP WPZ Parties, enforceable against each of the MLP WPZ Parties in accordance with 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).

Authority and Approval. Each of the MLP ACMP Parties has all requisite limited liability company or limited partnership power and authority to execute and deliver this Agreement, and subject to receipt of the MLP Vote, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it, subject, in the case of the ACMP Partnership Agreement Amendment, to receipt of the ACMP Amendment Vote. The execution and delivery of this Agreement by each of the MLP ACMP Parties, and subject to receipt of the MLP Vote, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the MLP ACMP Parties have been duly authorized and approved by all requisite partnership or limited liability company action on the part of each of the MLP ACMP Parties, subject, in the case of the ACMP Partnership Agreement Amendment, to receipt of the ACMP Amendment Vote. At a meeting duly called and held, the MLP ACMP Conflicts Committee, by unanimous vote, in good faith (a) determined that this Agreement and the transactions contemplated hereby are in the best interest of MLP ACMP and the Holders of MLP Public UnitsACMP Units who are not ▇▇▇▇▇▇▇▇ Parties, (b) approved this Agreement and the transactions contemplated hereby, including the Merger Transaction Documents and the transactions contemplated thereby on the terms set forth therein (the foregoing constituting MLP ACMP Special Approval), and (c) resolved to approve, and to recommend to the MLP ACMP Board the approval of of, this Agreement and the consummation of the transactions contemplated hereby, including the MergerTransaction Documents and the transactions contemplated thereby on the terms set forth therein. Upon the receipt of the recommendation of the MLP ACMP Conflicts Committee, at a meeting duly called and held, the MLP ACMP Board (a) determined that approved this Agreement and the transactions contemplated hereby are in hereby, including the best interest of MLP Transaction Documents and the Holders of MLP Public Unitstransactions contemplated thereby on the terms set forth therein. Prior to such approval, (b) AMV approved this Agreement and the transactions contemplated hereby, including the Merger, the GP Merger and (c) directed that this the ACMP Partnership Agreement be submitted to a vote of Holders of MLP Common Units and authorized the Holders of MLP Common Units to act by written consent pursuant to Section 13.11 of the MLP Partnership AgreementAmendment. The adoption of this the ACMP Partnership Agreement Amendment by the affirmative vote or consent of the Holders of at least a Unit Majority (as defined in the MLP ACMP Partnership Agreement) (the “MLP ACMP Amendment Vote”) is the only vote or approval of partnership interests in MLP ACMP necessary to approve and adopt this the ACMP Partnership Agreement and approve and consummate the transactions contemplated by this Agreement, including the MergerAmendment. This Agreement has been duly executed and delivered by each of the MLP ACMP Parties and, assuming due authorization, execution and delivery by the Parent Parties, constitutes the valid and legally binding obligation of each of the MLP ACMP Parties, enforceable against each of the MLP ACMP Parties in accordance with 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).

Authority and Approval. Each of the MLP Parent Parties has all requisite corporate or limited liability company or limited partnership power and authority to execute and deliver this Agreement, and subject to receipt of the MLP Vote, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it, subject to obtaining the Parent Stockholder Approval in the case of Parent. The execution and delivery of this Agreement by each of the MLP Parent Parties, and subject to receipt of the MLP Vote, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the MLP Parent Parties have been duly authorized and approved by all requisite partnership corporate or limited liability company action on the part of each of the MLP Parent Parties, subject to obtaining the Parent Stockholder Approval in the case of Parent. At a meeting duly called and held, the MLP Conflicts CommitteeParent Board, by unanimous vote, in good faith (a) determined that this Agreement and Agreement, the transactions contemplated hereby are in the best interest of MLP and the Holders of MLP Public Units, (b) approved this Agreement Charter Amendment and the transactions contemplated hereby, including the Merger (the foregoing constituting MLP Special Approval), and (c) resolved to recommend to the MLP Board the approval of this Agreement and the consummation of the transactions contemplated herebyParent Stock Issuance, including the Merger. Upon the receipt of the recommendation of the MLP Conflicts Committee, at a meeting duly called and held, the MLP Board (a) determined that this Agreement and the transactions contemplated hereby are in the best interest interests of MLP Parent and the Holders of MLP Public Unitsits stockholders, (b) approved and declared advisable this Agreement Agreement, the Charter Amendment and the transactions contemplated hereby, including the MergerMerger and the Parent Stock Issuance, and (c) directed that this Agreement be submitted resolved to submit the Charter Amendment and the Parent Stock Issuance to a vote of Holders of MLP Common Units Parent’s stockholders and authorized the Holders of MLP Common Units to act by written consent pursuant to Section 13.11 recommend adoption of the MLP Partnership Agreement. Charter Amendment and approval of the Parent Stock Issuance. (i) The adoption affirmative vote (in person or by proxy) of this Agreement by the holders of a majority of the aggregate voting power present at the Parent Stockholder Meeting or any adjournment or postponement thereof to approve the Parent Stock Issuance (the “Parent Stock Issuance Approval”) and (ii) the affirmative vote (in person or consent by proxy) of the Holders holders of at least a Unit Majority (as defined in majority of the MLP Partnership Agreement) outstanding shares of Parent Common Stock entitled to vote on the adoption of the Charter Amendment (the “MLP VoteParent Charter Approval” and, together with the Parent Stock Issuance Approval, the “Parent Stockholder Approval”) is are the only vote votes or approval approvals of partnership interests in MLP the holders of any class or series of the capital stock of Parent necessary to approve and the Parent Stock Issuance, adopt this Agreement the Charter Amendment and approve and consummate the transactions contemplated by this Agreement, including the Merger. This Agreement has been duly executed and delivered by each of the MLP Parent Parties and, assuming due authorization, execution and delivery by the Parent Parties, constitutes the valid and legally binding obligation of each of the MLP Parent Parties, enforceable against each of the MLP Parent Parties in accordance with 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).

Authority and Approval. Each of the MLP Parties NNA has all requisite limited liability company or limited partnership power and authority to execute and deliver this Agreement, and subject to receipt of the MLP Vote, to consummate the transactions contemplated hereby Transactions and to perform all of the terms and conditions hereof to be performed by it, except that the consummation of the Merger is subject to receipt of the NNA Stockholders Approval. The execution and delivery of this Agreement by each of the MLP Parties, and subject to receipt of the MLP VoteNNA, the consummation of the transactions contemplated hereby Transactions and the performance of all of the terms and conditions hereof to be performed by the MLP Parties NNA have been duly authorized and approved by all requisite partnership or limited liability company action on the part of each NNA, except that the consummation of the MLP PartiesMerger is subject to receipt of the NNA Stockholders Approval. At a meeting duly called and held, the MLP Conflicts NNA Special Committee, by unanimous vote, in good faith (a) determined that this Agreement and the transactions contemplated hereby Transactions are in the best interest interests of MLP NNA and the Holders of MLP NNA Public UnitsStock, (b) approved this Agreement and the transactions contemplated herebyTransactions, including the Merger (the foregoing constituting MLP Special Approval)Merger, and (c) resolved to recommend make the NNA Special Committee Recommendation and (d) resolved to recommend, and to direct the MLP NNA Board to recommend, the approval of this Agreement and the consummation Merger, by the Holders of the transactions contemplated hereby, including the Mergershares of NNA Common Stock. Upon At a meeting duly called and held and upon the receipt of the recommendation of the MLP Conflicts NNA Special Committee, at a meeting duly called and heldthe NNA Board, the MLP Board by unanimous vote, (ai) determined that this Agreement and the transactions contemplated hereby Transactions are in the best interest interests of MLP NNA and the Holders of MLP NNA Public UnitsStock, (bii) approved this Agreement and the transactions contemplated herebyTransactions, including the Merger, and (ciii) directed that this Agreement be submitted to a vote of Holders of MLP shares of NNA Common Units Stock and authorized made the Holders of MLP Common Units to act by written consent pursuant to Section 13.11 of the MLP Partnership Agreement. The adoption of this Agreement by the affirmative vote or consent of the Holders of at least a Unit Majority (as defined in the MLP Partnership Agreement) (the “MLP Vote”) is the only vote or approval of partnership interests in MLP necessary to approve and adopt this Agreement and approve and consummate the transactions contemplated by this Agreement, including the MergerNNA Board Recommendation. This Agreement has been duly executed and delivered by each of the MLP Parties and, assuming due authorization, execution NNA and delivery by the Parent Parties, constitutes the valid and legally binding obligation of each of the MLP PartiesNNA, enforceable against each of the MLP Parties NNA in accordance with 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).

Authority and Approval. Each of the MLP WPZ Parties has all requisite limited liability company or limited partnership power and authority to execute and deliver this Agreement, and subject to receipt of the MLP Vote, to consummate the transactions contemplated hereby Agreement and to perform all of the terms and conditions hereof to be performed by it. The execution and delivery of this Agreement by each of the MLP WPZ Parties, and subject to receipt of the MLP Vote, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the MLP WPZ Parties have been duly authorized and approved by all requisite partnership or limited liability company action on the part of each of the MLP WPZ Parties. At a meeting duly called and held, the MLP WPZ Conflicts Committee, by unanimous vote, in good faith (a) determined that this Agreement and the transactions contemplated hereby are in the best interest of MLP and the Holders of MLP Public Units, (bi) approved this Agreement and the transactions contemplated hereby, including the termination of the Merger Agreement subject to and conditioned upon the simultaneous effectiveness of the Agreed IDR Waiver (the foregoing constituting MLP WPZ Special Approval), and (cii) resolved to approve, and to recommend to the MLP WPZ Board the approval of of, this Agreement and the consummation of the transactions contemplated hereby, including the Mergertermination of the Merger Agreement subject to and conditioned upon the simultaneous effectiveness of the Agreed IDR Waiver. Upon the receipt of the recommendation of the MLP WPZ Conflicts Committee, at a meeting duly called and held, the MLP Board (a) determined that WPZ Board, by unanimous vote, approved this Agreement and the transactions contemplated hereby are in hereby, including (i) the best interest termination of MLP the Merger Agreement subject to and conditioned upon the simultaneous effectiveness of the Agreed IDR Waiver and (ii) the Agreed IDR Waiver. Prior to such approval by the WPZ Conflicts Committee and the Holders of MLP Public UnitsWPZ Board, (b) AMV approved this Agreement and the transactions contemplated hereby, including the Merger, and (c) directed that this Agreement be submitted to a vote of Holders of MLP Common Units and authorized the Holders of MLP Common Units to act by written consent pursuant to Section 13.11 of the MLP Partnership Agreement. The adoption of this Agreement by the affirmative vote or consent of the Holders of at least a Unit Majority (as defined in the MLP Partnership Agreement) (the “MLP Vote”) is the only vote or approval of partnership interests in MLP necessary to approve and adopt this Agreement and approve and consummate the transactions contemplated by this Agreement, including the MergerAgreed IDR Waiver. This Agreement has and the Agreed IDR Waiver have been duly executed and delivered by each of the MLP WPZ Parties and, assuming due authorization, execution party hereto and delivery by the Parent Parties, constitutes thereto and constitute the valid and legally binding obligation of each of the MLP PartiesWPZ Parties party hereto and thereto, enforceable against each of the MLP WPZ Parties party hereto and thereto in accordance with 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).

Authority and Approval. (a) Each of the MLP Parties CSC, Computer Sciences GS, Merger Sub LLC and Merger Sub Inc. has all requisite limited liability corporate or company or limited partnership power and authority necessary in order to execute and deliver this Agreementdeliver, and subject perform its obligations under, this Agreement and each Transaction Agreement and to receipt consummate the Mergers and the other transactions contemplated by this Agreement and each such Transaction Agreement. The execution, delivery and performance of this Agreement and each such Transaction Agreement by each of CSC, Computer Sciences GS, Merger Sub LLC and Merger Sub Inc. and the consummation of the MLP VoteMergers each of CSC, Computer Sciences GS, Merger Sub LLC and Merger Sub Inc. and the other transactions contemplated by this Agreement and the Transaction Agreements have been duly and validly authorized by all necessary corporate or company action and no other corporate or company proceedings on the part of CSC, Computer Sciences GS, Merger Sub LLC or Merger Sub Inc., as applicable, and no stockholder or member approvals or adoptions are necessary to authorize this Agreement or to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it. The execution and delivery of this Agreement by each of the MLP Parties, and subject to receipt of the MLP Vote, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the MLP Parties other than those that have already been duly authorized and approved by all requisite partnership or limited liability company action on the part of each of the MLP Parties. At a meeting duly called and held, the MLP Conflicts Committee, by unanimous vote, in good faith (a) determined that this Agreement and the transactions contemplated hereby are in the best interest of MLP and the Holders of MLP Public Units, (b) approved this Agreement and the transactions contemplated hereby, including the Merger (the foregoing constituting MLP Special Approval), and (c) resolved to recommend to the MLP Board the approval of this Agreement and the consummation of the transactions contemplated hereby, including the Merger. Upon the receipt of the recommendation of the MLP Conflicts Committee, at a meeting duly called and held, the MLP Board (a) determined that this Agreement and the transactions contemplated hereby are in the best interest of MLP and the Holders of MLP Public Units, (b) approved this Agreement and the transactions contemplated hereby, including the Merger, and (c) directed that this Agreement be submitted to a vote of Holders of MLP Common Units and authorized the Holders of MLP Common Units to act by written consent pursuant to Section 13.11 of the MLP Partnership Agreement. The adoption of this Agreement by the affirmative vote or consent of the Holders of at least a Unit Majority (as defined in the MLP Partnership Agreement) (the “MLP Vote”) is the only vote or approval of partnership interests in MLP necessary to approve and adopt this Agreement and approve and consummate the transactions contemplated by this Agreement, including the Mergerreceived. This Agreement has been duly executed and delivered by each of the MLP Parties andCSC, assuming due authorizationComputer Sciences GS, execution Merger Sub LLC and delivery by the Parent Parties, Merger Sub Inc. and constitutes the a valid and legally binding obligation agreement of each of the MLP PartiesCSC, Computer Sciences GS, Merger Sub LLC and Merger Sub Inc. and enforceable against each of the MLP Parties same in accordance with its terms, except as such enforcement may be limited by applicable subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, fraudulent conveyance or other moratorium and similar Laws of general applicability relating to or affecting the enforcement of creditors’ rights and remedies generally to general equity principles. (b) On or prior to the date of this Agreement, the CSC Board of Directors, Computer Sciences GS Board of Directors, the Merger Sub LLC managing member and by general principles the Merger Sub Inc. board of equity directors each have duly and unanimously adopted resolutions: (whether applied i) determining that the Mergers, on the terms and subject to the conditions set forth herein, are fair to, and in a Proceeding at law the best interests of, CSC, Computer Sciences GS, Merger Sub LLC and Merger Sub Inc., as applicable; (ii) approving and declaring advisable the Mergers and the other transactions contemplated hereby, as applicable; (iii) authorizing and approving the execution, delivery and performance of this Agreement and the transactions contemplated hereby; and (iv) recommending adoption of this Agreement to the holders of shares or membership interests, as applicable, which resolutions, as of the date hereof, have not been withdrawn or modified. (c) On or prior to the date of this Agreement, each of: (i) CSC, in equity)its capacity as sole holder of Computer Sciences GS Common Stock, and (ii) Computer Sciences GS, in its capacity as sole holder of Merger Sub LLC Membership Units and Merger Sub Inc. Common Stock has duly adopted this Agreement.