Common use of Authority and Approval Clause in Contracts

Authority and Approval. Each of CST, CST Services and CSTMS has all requisite corporate and limited liability company power and authority, as applicable, to execute and deliver this Agreement, the Fuel Distribution Agreement, the Assignment Agreement and each of the other documents and certificates to be delivered at Closing or contemplated by this Agreement (collectively, the “Transaction Documents”) to which it is or will be a party, to consummate the transactions contemplated hereby and thereby and to perform all of the terms and conditions hereof or thereof to be performed by it. The execution and delivery by each of CST, CST Services and CSTMS of any Transaction Document to which it is or will be a party, the consummation of the transactions contemplated hereby and thereby and the performance of all of the terms and conditions hereof and thereof to be performed by each of CST, CST Services and CSTMS, respectively, have been duly authorized and approved by all requisite entity action of CST, CST Services and CSTMS. Each Transaction Document to which CST, CST Services and CSTMS is or will be a party will constitute, upon execution and delivery by it, its valid and binding obligation, enforceable against it 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). This Agreement has been duly executed and delivered by each of CST and CST Services.

Authority and Approval. Each of CST, CST Services and CSTMS the Parent Parties has all requisite corporate and limited liability company power and authority, as applicable, authority to execute and deliver this Agreement, the Fuel Distribution Agreement, the Assignment Agreement and each of the other documents and certificates to be delivered at Closing or contemplated by this Agreement (collectively, the “Transaction Documents”) to which it is or will be a party, to consummate the transactions contemplated hereby and thereby and to perform all of the terms and conditions hereof or thereof to be performed by it. The execution and delivery of this Agreement by each of CST, CST Services and CSTMS of any Transaction Document to which it is or will be a partythe Parent Parties, the consummation of the transactions contemplated hereby and thereby and the performance of all of the terms and conditions hereof and thereof to be performed by each of CST, CST Services and CSTMS, respectively, the Parent Parties have been duly authorized and approved by all requisite entity action on the part of CSTeach of the Parent Parties. At a meeting duly called and held, CST Services the Parent Board (a) determined that this Agreement, and CSTMSthe transactions contemplated hereby, including the Merger and the Parent Equity Issuance, are in the best interests of Parent and its unitholders, and (b) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger and the Parent Equity Issuance. Each Transaction Document to which CSTParent, CST Services in its capacity as sole member of Merger Sub, has approved this Agreement and CSTMS is or will be a party will constitute, upon execution the transactions contemplated hereby. This Agreement has been duly executed and delivery delivered by it, its each of the Parent Parties and constitutes the valid and legally binding obligationobligation of each of the Parent Parties, enforceable against it each of the 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 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). This Agreement has been duly executed and delivered by each of CST and CST Services.

Authority and Approval. Each of CST, CST USA and CST Services and CSTMS has all requisite corporate and corporate, limited liability company or limited partnership power and authority, as applicable, to execute and deliver this Agreement, the Fuel Distribution Assignment Agreement, the Assignment Agreement LPA Amendment and each of the other documents and certificates to be delivered at Closing or contemplated by this Agreement (collectively, the “Transaction Documents”) to which it is or will be a party, to consummate the transactions contemplated hereby and thereby and to perform all of the terms and conditions hereof or thereof to be performed by it. The execution and delivery by each of CST, CST USA and CST Services and CSTMS of any Transaction Document to which it is or will be a party, the consummation of the transactions contemplated hereby and thereby and the performance of all of the terms and conditions hereof and thereof to be performed by each of CST, CST Services USA and CSTMSCST Services, respectively, have been duly authorized and approved by all requisite entity action of CST, CST Services and CSTMSUSA or CST Services, as applicable. Each Transaction Document to which CST, CST USA and/or CST Services and CSTMS is or will be a party will constitute, upon execution and delivery by it, its valid and binding obligation, enforceable against it 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). This Agreement has been duly executed and delivered by each of CST and CST Services.

Authority and Approval. Each of CST, CST Services and CSTMS the Parent Parties has all requisite corporate and or limited liability company power and authority, as applicable, authority to execute and deliver this Agreement, the Fuel Distribution Agreement, the Assignment Agreement and each of the other documents and certificates to be delivered at Closing or contemplated by this Agreement (collectively, the “Transaction Documents”) to which it is or will be a party, to consummate the transactions contemplated hereby and thereby and to perform all of the terms and conditions hereof or thereof to be performed by it. The execution and delivery of this Agreement by each of CST, CST Services and CSTMS of any Transaction Document to which it is or will be a partythe Parent Parties, the consummation of the transactions contemplated hereby (including the execution of the Agreed IDR Waiver and thereby Parent’s consent to the Agreed IDR Waiver) and the performance of all of the terms and conditions hereof and thereof to be performed by each of CST, CST Services and CSTMS, respectively, the Parent Parties have been duly authorized and approved by all requisite entity corporate or limited liability company action on the part of CSTeach of the Parent Parties. At a meeting duly called and held, CST Services the Parent Board, by unanimous vote, approved and CSTMSdeclared advisable this Agreement and the transactions contemplated hereby, including the termination of the Merger Agreement, the execution of the Agreed IDR Waiver and Parent’s consent to the Agreed IDR Waiver. Each Transaction Document to which CST, CST Services This Agreement has been duly executed and CSTMS is or will be a party will constitute, upon execution delivered by each of the Parent Parties and delivery by it, its constitutes the valid and legally binding obligationobligation of each of the Parent Parties, enforceable against it each of the 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 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). This Agreement has been duly executed and delivered by each of CST and CST Services.