Absence of Defaults and Conflicts Resulting from the Transactions. The (i) issue and sale of the Securities by the Company, (ii) execution, delivery and performance of this Agreement by the Company and (iii) compliance with the provisions of this Agreement and of the Indenture and the consummation of the transactions herein and therein contemplated by the Company will not conflict with or result in any breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any security interest, lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement, contract or other agreement or instrument to which the Company or the Bank is a party or by which the Company or the Bank is bound or to which any of the property or assets of the Company or the Bank is subject (except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the organizational documents (including Articles of Organization or By-laws) of the Company or the Bank or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or the Bank or any of their properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the execution, delivery and performance by the Company of this Agreement or in connection with the consummation of the transactions contemplated by this Agreement and the Indenture, except such as have been, or will have been prior to the Closing Date, obtained under the Act and the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Underwriters.
Absence of Defaults and Conflicts Resulting from the Transactions. The execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby and sale of the Offered Shares have been duly authorized by all necessary corporate action and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to (i) the charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company or any of its subsidiaries, (ii) any statute, any rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their properties or (iii) any agreement or instrument to which the Company or its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the properties of the Company or any of its subsidiaries is subject, except in the cases of clauses (ii) and (iii) as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Absence of Defaults and Conflicts Resulting from the Transactions. The execution, delivery and performance of this Agreement and the issuance and sale of the Offered Securities, and the Conversion, will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, (i) the charter or by-laws of the Company or any of its subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their properties, or (iii) any agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the properties of the Company or any of its subsidiaries is subject, except, with respect to each of clauses (ii) (but solely with respect to statutes, rules, regulations and orders excluding federal securities laws) and (iii), such breaches, violations, defaults, Debt Repayment Triggering Events, liens, charges or encumbrances that would not, individually or in the aggregate, have a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.
Absence of Defaults and Conflicts Resulting from the Transactions. The execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby and the issuance, as applicable, and sale of the Offered Shares (including the use of proceeds from the sale of the Offered Shares as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) have been duly authorized by all necessary corporate action and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to (i) the charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company or any of its subsidiaries, (ii) any statute, any rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their properties or (iii) any agreement or instrument to which the Company or its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the properties of the Company or any of its subsidiaries is subject, except in the cases of clauses (ii) and (iii) as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Absence of Defaults and Conflicts Resulting from the Transactions. The issue and sale of the Notes, the execution and delivery of the Indenture and this Agreement and the compliance with all of the provisions of the Indenture and this Agreement and the consummation of the transactions therein and herein contemplated will not conflict with or result in any breach or violation of any of the terms or provisions of, or constitute a default under, any material debt instrument of the Company or the Bank or other contract or other agreement listed in an attachment to such opinion to which the Company is a party or by which the Company is bound, nor will such action result in any violation of the provisions of the organizational documents (including Articles of Organization or By-laws) of the Company or any statute or any order, rule or regulation known to such counsel of any court or governmental agency or body having jurisdiction over the Company.
Absence of Defaults and Conflicts Resulting from the Transactions. The execution, delivery and performance of the Indenture, this Agreement and the Registration Rights Agreement, the issuance, sale and delivery of the Offered Securities and compliance with the terms and provisions thereof and the consummation of the Transactions will not result in a breach or violation of: (i) any of the terms and provisions of, or constitute a default under, any statute, any rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any subsidiary of the Company or any of their properties, except for such violations or defaults as would individually or in the aggregate not result in a Material Adverse Effect; (ii) any agreement or instrument listed as an exhibit pursuant to Items 601(b)(2), 601(b)(4) and 601(b)(10) of Regulation S-K in the Company’s Form 10-K filed with the Commission on March 10, 2011 to which the Company or any such subsidiary is a party or by which the Company or any such subsidiary is bound or to which any of the properties of the Company or any such subsidiary is subject; or (iii) the charter, by-laws or similar organizational documents of the Company or any such subsidiary; and the Company and the Guarantors have full power and authority to authorize, issue, sell and deliver the Offered Securities as contemplated by this Agreement.
Absence of Defaults and Conflicts Resulting from the Transactions. The execution, delivery and performance of this Agreement and the consummation of the Transactions will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of Seller pursuant to (i) any statute, rule, regulation or order of any governmental agency or body or any court having jurisdiction over Seller or any of its properties, (ii) any agreement or instrument to which Seller is a party or by which Seller is bound or to which any of the properties of Seller is subject or (iii) the certificate of formation, limited liability company agreement or similar constituent, governing or organizational document of Seller, except in the case of clauses (i) and (ii), for any breaches, violations, defaults or Encumbrances, which, individually or in the aggregate, would not have a material adverse effect on the ability of Seller to consummate the Transactions.
Absence of Defaults and Conflicts Resulting from the Transactions. The execution, delivery and performance of this Agreement and the consummation of the Transactions will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Partnership pursuant to (i) any statute, rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Partnership or any of its properties, (ii) any agreement or instrument to which the Partnership or the General Partner is a party or by which the Partnership or the General Partner is bound or to which any of the properties of the Partnership is subject or (iii) the certificate of formation, limited partnership agreement, limited liability company agreement or similar constituent, governing or organizational document of the Partnership and the General Partner, except in the case of clauses (i) and (ii), for any breaches, violations, defaults or Encumbrances, which, individually or in the aggregate, would not have a material adverse effect on the ability of the Partnership to consummate the Transactions.
Absence of Defaults and Conflicts Resulting from the Transactions. The issue and sale of the Securities being delivered at the Closing by the Trust, the issue by the Company of the Guarantee and the Debentures, the execution and delivery of the Guarantor Agreements and this Agreement and the compliance with all of the provisions of the Guarantor Agreements and this Agreement and the consummation of the transactions therein and herein contemplated will not conflict with or result in any breach or violation of any of the terms or provisions of, or constitute a default under, any material debt instrument of the Company or the Bank or other contract or other agreement listed in an attachment to such opinion to which the Company is a party or by which the Company is bound, nor will such action result in any violation of the provisions of the organizational documents (including Articles of Organization or By-laws) of the Company or any statute or any order, rule or regulation known to such counsel of any court or governmental agency or body having jurisdiction over the Company.
Absence of Defaults and Conflicts Resulting from the Transactions. The execution, delivery and performance of the Transaction Documents by each of the applicable Energy Transfer Entities, the issuance and sale of the Offered Securities by the Partnership and the
