Common use of Authority and Authorization Clause in Contracts

Authority and Authorization. Each of the Partnership Parties has all requisite power and authority to execute and deliver this Agreement and perform its obligations hereunder. The Partnership has all requisite partnership power and authority to issue, sell and deliver the Units to the Underwriters in accordance with and upon the terms set forth in this Agreement, the Disclosure Package and the Prospectus. On each Closing Date, all corporate, partnership and limited liability company action, as the case may be, required to be taken by the Partnership Entities or any of their securityholders, members or partners, as the case may be, for the authorization, issuance, sale and delivery of the Units, the execution and delivery by the Partnership Entities of this Agreement and the consummation of the transactions contemplated by this Agreement to take place as of or prior to the Closing Date, shall have been validly taken.

Authority and Authorization. Each of the Partnership Parties has all requisite power and authority to execute and deliver this Agreement and perform its obligations hereunder. The Partnership has all requisite partnership power and authority to issue, sell and deliver (i) the Units to the Underwriters Units, in accordance with and upon the terms and conditions set forth in this the Underwriting Agreement and the Partnership Agreement, and (ii) the Disclosure Package Management Units, in accordance with and upon the terms and conditions set forth in the Partnership Agreement and the ProspectusContribution Agreement. On each Closing Date, all All corporate, partnership and limited liability company action, as the case may be, required to be taken by any of the Partnership Entities Alliance Parties or the Alliance MLP Parties or any of their securityholdersrespective unitholders, members or partners, as the case may be, partners for the authorization, issuance, sale and delivery of the Units and the Management Units, the execution and delivery by of the Partnership Entities of this Agreement Operative Agreements and the consummation of the transactions (including the Transactions) contemplated by this the Underwriting Agreement to take place as of or prior to and the Closing DateOperative Agreements, shall have has been validly taken.

Authority and Authorization. Each of the Partnership Parties has all requisite power and authority to execute and deliver this Agreement and perform its respective obligations hereunder. The Partnership has all requisite partnership power and authority to issue, sell and deliver the Units to the Underwriters Units, in accordance with and upon the terms and conditions set forth in this Agreement, the Partnership Agreement, the Registration Statement, the Disclosure Package and the Prospectus. On each Closing Settlement Date, all corporate, partnership and limited liability company action, as the case may be, required to be taken by the Partnership Entities Parties or any of their securityholders, members or partners, as the case may be, partners for the authorization, issuance, sale and delivery of the Units, the execution and delivery by the Partnership Entities Parties of this Agreement and the consummation of the transactions contemplated by this Agreement to take place as of or prior to the Closing DateAgreement, shall have been validly taken.

Authority and Authorization. Each of the Partnership Parties has all requisite power and authority to execute and deliver this Agreement and perform its obligations hereunder. The Partnership has all requisite limited partnership power and authority to issue, sell and deliver the Units to the Underwriters Units, in accordance with and upon the terms and conditions set forth in this Agreement, the Disclosure Package Agreement and the ProspectusPartnership Agreement. On each Closing DateEach of the Partnership Parties has all requisite limited partnership or limited liability company power and authority, all corporateas the case may be, to execute and deliver this Agreement and to perform its respective obligations hereunder. All limited partnership and limited liability company action, as the case may be, required to be taken by the Partnership Entities and the General Partner or any of their securityholdersrespective unitholders, members or partners, as the case may be, partners for the authorization, issuance, sale and delivery of the Units, the execution and delivery Units by the Partnership Entities of this Agreement and the consummation by the Partnership of the transactions contemplated by this Agreement to take place as of or prior to the Closing Date, shall have has been validly taken.;

Authority and Authorization. Each of the Partnership Parties has all requisite power and authority to execute and deliver this Agreement and perform its obligations hereunder. The Partnership has all requisite partnership power and authority to issue, sell and deliver (i) the Units to the Underwriters Units, in accordance with and upon the terms and conditions set forth in this Agreement, the Disclosure Package Agreement and the ProspectusPartnership Agreement and (ii) the Management Units, in accordance with an upon the terms and conditions set forth in the Partnership Agreement and the Contribution Agreement. On each Closing Date, all corporate, All partnership and limited liability company action, as the case may be, required to be taken by any of the Partnership Entities or any of their securityholdersrespective unitholders, members or partners, as the case may be, partners for the authorization, issuance, sale and delivery of the Units and the Management Units, the execution and delivery by the Partnership Entities of this Agreement and the Partnership Operative Agreements and the consummation of the transactions (including the Transactions) contemplated by this Agreement to take place as of or prior to and the Closing DatePartnership Operative Agreements, shall have been validly taken.

Authority and Authorization. Each of the Partnership Parties has all requisite power and authority to execute and deliver this Agreement and perform its obligations hereunder. The Partnership has all requisite limited partnership power and authority to issue, sell and deliver the Units to the Underwriters in accordance with and upon the terms and conditions set forth in this Agreement, the Disclosure Package Agreement and the ProspectusPartnership Agreement. On Each of the Partnership Parties has all requisite limited partnership or limited liability company power and authority, as the case may be, to execute and deliver this Agreement and to perform its respective obligations hereunder. At each Closing Delivery Date, all corporate, limited partnership and limited liability company action, as the case may be, required to be taken by any of the Partnership Oxford Entities or any of their securityholdersrespective unitholders, members or partners, as the case may be, partners for the authorization, issuance, sale and delivery of the Units, the execution and delivery by the Partnership Entities of this Agreement Units and the consummation of the transactions (including the Transactions) contemplated by this Agreement to take place as of or prior to the Closing DateAgreement, shall have been validly taken.

Authority and Authorization. Each of the Partnership Parties has all requisite power and authority to execute and deliver this Agreement and perform its obligations hereunder. The Partnership has all requisite limited partnership power and authority to issue, sell and deliver the Units to the Underwriters Units, in accordance with and upon the terms and conditions set forth in this Agreement, the Disclosure Package Underwriting Agreement and the ProspectusPartnership Agreement. On each Closing DateEach of the Partnership Parties has all requisite limited partnership or limited liability company power and authority, all corporateas the case may be, partnership to execute and deliver this Agreement and to perform its respective obligations hereunder. All limited partnership, corporate and limited liability company action, as the case may be, required to be taken by the Partnership Entities and the General Partner or any of their securityholdersrespective unitholders, members or partners, as the case may be, partners for the authorization, issuance, sale and delivery of the Units, the execution and delivery Units by the Partnership Entities of this Agreement and the consummation by the Partnership of the transactions (including the Transactions) contemplated by this Agreement to take place as of or prior to the Closing Date, shall have has been validly taken.;

Authority and Authorization. Each of the Partnership Parties has all requisite limited liability company or limited partnership power and authority to execute and deliver this Agreement and perform its respective obligations hereunder. The Partnership has all requisite limited partnership power and authority to issue, sell and deliver the Units to the Underwriters Units, in accordance with and upon the terms and conditions set forth in this Agreement, the Partnership Agreement, the Registration Statement, the Disclosure Package and the Final Prospectus. On each Closing Date, all corporate, All partnership and limited liability company action, as the case may be, required to be taken by the Partnership Entities Parties or any of their securityholders, members or partners, as the case may be, partners for the authorization, issuance, sale and delivery of the Units, the execution and delivery by the Partnership Entities Parties of this Agreement and the consummation of the transactions contemplated by this Agreement to take place as of or prior to the Closing Date, shall have has been validly taken.

Authority and Authorization. Each of the Partnership Parties has all requisite power and authority to execute and deliver this Agreement and perform its obligations hereunder. The Partnership has all requisite partnership power and authority to issue, sell and deliver the Units to the Underwriters Underwriter in accordance with and upon the terms set forth in this Agreement, the Disclosure Package and the Prospectus. On each Closing Date, all corporate, partnership and limited liability company action, as the case may be, required to be taken by the Partnership Entities or any of their securityholders, members or partners, as the case may be, for the authorization, issuance, sale and delivery of the Units, the execution and delivery by the Partnership Entities of this Agreement and the consummation of the transactions contemplated by this Agreement to take place as of or prior to the Closing Date, shall have been validly taken.

Authority and Authorization. Each of the Partnership Parties has all requisite limited partnership or limited liability company power and authority to execute and deliver this Agreement and perform its respective obligations hereunder. The Partnership has all requisite partnership power and authority to issue, sell and deliver the Units to the Underwriters Underwriter, in accordance with and upon the terms and conditions set forth in this Agreement, the Partnership Agreement, the General Disclosure Package and the Prospectus. On each Closing Date, all All corporate, partnership and limited liability company action, as the case may be, required to be taken by the Partnership Covered Entities or any of their securityholders, members or partners, as the case may be, partners for the authorization, issuance, sale and delivery of the Units, the execution and delivery by the Partnership Entities of this Agreement and the consummation of the transactions contemplated by this Agreement to take place as of or prior to the Closing Date, shall have has been validly taken.

Authority and Authorization. Each of the Partnership Parties has all requisite power and authority to execute and deliver this Agreement and perform its obligations hereunder. The Partnership has all requisite limited partnership power and authority to issue, sell and deliver the Units to the Underwriters Units, in accordance with and upon the terms and conditions set forth in this Agreement, the Disclosure Package Partnership Agreement, the Registration Statement and the Time of Sale Prospectus. On each Closing DateEach of the Partnership Parties has all requisite right, all power and authority to execute and deliver this Agreement and to perform its respective obligations hereunder. All corporate, partnership and limited liability company action, as the case may be, required to be taken by the Partnership Entities or any of their securityholderssecurity holders, members or partners, as the case may be, partners for the authorization, issuance, sale and delivery of the Units, the execution and delivery by the Partnership Entities of this Agreement Units and the consummation of the transactions contemplated by this Agreement to take place as of or prior to the Closing Date, shall have been validly taken.

Authority and Authorization. Each of the Partnership Parties has all requisite limited partnership, limited liability company or corporate, as applicable, power and authority to execute and deliver this Agreement the Operative Documents to which it is a party and to perform its obligations hereunderthereunder. The Partnership has all requisite limited partnership power and authority to issue, sell and deliver the Units to the Underwriters Units, in accordance with and upon the terms and conditions set forth in this Agreement, the Disclosure Package Purchase Agreement and the ProspectusPartnership Agreement. On each Closing DateAll limited partnership, all corporate, partnership and limited liability company or corporate action, as the case may beapplicable, required to be taken by each of the Partnership Entities or any of their securityholders, members or partners, as the case may be, Parties for the authorization, issuance, sale and delivery of the UnitsUnits by the Partnership, the execution and delivery by the Partnership Entities Parties, as applicable, of this Agreement the Operative Documents and the consummation of the transactions contemplated by this Agreement to take place as of or prior to provided for in the Closing Date, shall have Operative Documents has been validly taken.

Authority and Authorization. Each of the The Partnership Parties has all requisite power and authority to execute and deliver this Agreement and perform its respective obligations hereunder. The Partnership has all requisite partnership power and authority to issue, sell and deliver the Units to the Underwriters Units, in accordance with and upon the terms and conditions set forth in this Agreement, the Disclosure Package Partnership Agreement, the Registration Statement, the Pre-Pricing Prospectus and the Prospectus. On each Closing Date, all All corporate, partnership and limited liability company action, as the case may be, required to be taken by the Partnership Entities Partnership, the General Partner, or any of their securityholders, members or partners, as the case may be, for the authorization, issuance, sale and delivery of the Units, the execution and delivery by the Partnership Entities of this Agreement Units and the consummation of the transactions contemplated by this Agreement to take place as of or prior to the Closing DateAgreement, shall have been validly taken.

Authority and Authorization. Each of the Partnership Parties has all requisite power and authority to execute and deliver this Agreement and perform its obligations hereunder. The Partnership has all requisite limited partnership power and authority to issue, sell and deliver the Units to the Underwriters in accordance with and upon the terms and conditions set forth in this Agreement, the Disclosure Package Agreement and the ProspectusPartnership Agreement. On Each of the Partnership Parties has all requisite limited partnership or limited liability company power and authority to execute and deliver this Agreement and to perform its respective obligations hereunder. At each Closing Delivery Date, all corporate, limited partnership and limited liability company action, as the case may be, required to be taken by any of the Partnership Entities Parties or any of their securityholdersrespective unitholders, partners or members or partners, as the case may be, for the authorization, issuance, sale and delivery of the Units, the execution and delivery by the Partnership Entities of this Agreement Units and the consummation of the transactions (including the Transactions) contemplated by this Agreement to take place as of or prior to the Closing DateAgreement, shall have been validly taken.

Authority and Authorization. Each of the Partnership Parties has all requisite power and authority to execute and deliver this Agreement and perform its obligations hereunder. The Partnership has all requisite limited partnership power and authority to issue, sell and deliver the Units to the Underwriters in accordance with and upon the terms and conditions set forth in this Agreement, the Disclosure Package Underwriting Agreement and the ProspectusPartnership Agreement. On each Closing DateEach of the Partnership Parties has all requisite limited partnership or limited liability company power and authority, all corporateas the case may be, to execute and deliver this Agreement and to perform its respective obligations hereunder. All limited partnership and limited liability company action, as the case may be, required to be taken by the Partnership Entities and the General Partner or any of their securityholdersrespective unitholders, members or partners, as the case may be, partners for the authorization, issuance, sale and delivery of the Units, the execution and delivery Units by the Partnership Entities of this Agreement and the consummation by the Partnership of the transactions (including the Transaction) contemplated by this Agreement to take place as of or prior to the Closing Date, shall have has been validly taken.;

Authority and Authorization. Each of the Partnership Parties has all requisite power and authority to execute and deliver this Agreement and perform its obligations hereunder. The Partnership has all requisite limited partnership power and authority to issue, sell and deliver the Units to the Underwriters Units, in accordance with and upon the terms and conditions set forth in this Agreement, the Disclosure Package Partnership Agreement, the Registration Statement and the Time of Sale Prospectus. On each Closing DateEach of the Partnership Parties has all requisite right, all power and authority to execute and deliver this Agreement, and to perform its respective obligations hereunder. All corporate, partnership and limited liability company action, as the case may be, required to be taken by the Partnership Entities or any of their securityholderssecurity holders, members or partners, as the case may be, partners for the authorization, issuance, sale and delivery of the Units, the execution and delivery by the Partnership Entities of this Agreement Units and the consummation of the transactions contemplated by this Agreement to take place as of or prior to the Closing Date, shall have been validly taken.