Absence of Litigation; Compliance with Law. Except with respect to any Claims under any Environmental Laws which are addressed exclusively in Section 4.9, there is no material Claim pending or, to the Knowledge of the SN Parties, threatened against the Company or relating to the Company Assets or the Interests that, if adversely determined, would be material to the Company Assets, the Interests or the Company. To the Knowledge of the SN Parties, the operations and business of the Company have been conducted by the Company in substantial compliance in all material respects with all Applicable Laws except with respect to Environmental Laws, which are addressed exclusively in Section 4.9. There are no unsatisfied judgments or injunctions issued by a Governmental Authority outstanding against any of the SN Parties, the Company or their Affiliates or any Company Assets that could reasonably be expected to materially interfere with Buyer’s use and/or ownership of the Company Assets, as such Company Assets are presently owned and operated by the Company, the SN Parties and their Affiliates, from and after Closing or impair the ability of the SN Parties or the Company to consummate the transactions contemplated by this Agreement.
Absence of Litigation; Compliance with Law. There is no Action pending or, to the Knowledge of Seller, threatened against (i) the Company or (ii) Seller or any of its Affiliates relating to the transactions contemplated by this Agreement or the Ancillary Documents or which, if adversely determined, would reasonably be expected to materially impair the ability of Seller to perform its obligations and agreements under this Agreement or the Seller Ancillary Documents and to consummate the transactions contemplated hereby and thereby. The Company has operated in compliance with all Applicable Laws except as would not, individually or in the aggregate, be reasonably likely to cause a Material Adverse Effect on the Company.
Absence of Litigation; Compliance with Law. Except with respect to any Claims under any Environmental Laws which are addressed exclusively in Section 4.11, there is no Claim pending or, to the knowledge of VTDC, threatened against VTDC, the Subject Entities or any of their Affiliates or relating to any of their respective assets which, if adversely determined, would, individually or in the aggregate, have a Material Adverse Effect with respect to the Business or the Subject Entities, taken as a whole. To the knowledge of VTDC, the operations and business of each of the Subject Entities have been conducted by the Subject Entities in substantial compliance with all Applicable Laws except (a) as would not, individually or in the aggregate, have a Material Adverse Effect with respect to the Business or the Subject Entities, taken as a whole, and (b) with respect to Environmental Laws, which are addressed exclusively in Section 4.11.
Absence of Litigation; Compliance with Law. Except with respect to any Claims under any Environmental Laws which are addressed exclusively in Section 4.11, there is no Claim pending or, to the knowledge of the Sellers, threatened against any of the Sellers, Valero Wynnewood or any of their Affiliates or relating to the Systems which, if adversely determined, would, individually or in the aggregate, have a Material Adverse Effect with respect to the Systems or Valero Wynnewood. To the knowledge of the Sellers, the operations and business of each of the Systems have been conducted by the Sellers or Valero Wynnewood (as applicable) in substantial compliance with all Applicable Laws except (i) as would not, individually or in the aggregate, have a Material Adverse Effect with respect to any of the Systems or Valero Wynnewood and (ii) with respect to Environmental Laws, which are addressed exclusively in Section 4.11.
Absence of Litigation; Compliance with Law. There is no Action pending or, to the Knowledge of Seller, threatened against (i) the Company or the Assets or (ii) Seller or any of its Affiliates relating to the transactions contemplated by this Agreement or the Ancillary Documents or which, if adversely determined, would reasonably be expected to materially impair the ability of Seller to perform its obligations and agreements under this Agreement or the Seller Ancillary Documents and to consummate the transactions contemplated hereby and thereby. The construction, operations and business of each of the Assets have been conducted by the Seller and the Company in compliance with all applicable Laws except as would not, individually or in the aggregate, be reasonably likely to cause a Material Adverse Effect on the Company.
Absence of Litigation; Compliance with Law. Except with respect to any Claims under any Environmental Laws which are addressed exclusively in Section 4.11, there is no Claim pending or, to the knowledge of the Contributors, threatened against any of the Contributors, the Contributed Entities or any of their Affiliates or relating to any of their respective assets which, if adversely determined, would, individually or in the aggregate, have a Material Adverse Effect with respect to the Business or the Contributed Entities, taken as a whole. To the knowledge of the Contributors, the operations and business of each of the Contributed Entities have been conducted by the Contributed Entities in substantial compliance with all Applicable Laws except (i) as would not, individually or in the aggregate, have a Material Adverse Effect with respect to the Business or the Contributed Entities, taken as a whole, and (ii) with respect to Environmental Laws, which are addressed exclusively in Section 4.11.
Absence of Litigation; Compliance with Law. Except as set forth in Section 3.10 of the Company Disclosure Schedule or as reflected in the Company SEC Reports filed prior to the date hereof, (i) there are no claims, actions, suits, proceedings or investigations pending against or, to the knowledge of the Company, threatened against or affecting the Company or against or affecting any Subsidiary of the Company or any of their respective properties before any court or arbitrator or before or by any governmental body, agency or official, domestic or foreign, which could reasonably be expected to have a Company Material Adverse Effect or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement, and (ii) there is no judgment, decree, injunction, rule or order outstanding against the Company or any of its Subsidiaries other than, in each case, those that the outcome of which, individually or in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect or a material adverse effect on the Company's ability to consummate the transactions contemplated by this Agreement. Each of the Company and its Subsidiaries is and has been in compliance with all applicable Laws, except where the failure to comply has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Absence of Litigation; Compliance with Law. Except with respect to any Claims under any Environmental Laws which are addressed exclusively in Section 4.11, there is no Claim pending or, to the knowledge of VTDC, threatened against VTDC, Valero XxXxx or any of their Affiliates or relating to any of their respective assets which, if adversely determined, would, individually or in the aggregate, have a Material Adverse Effect with respect to Valero XxXxx or the Business. To the knowledge of VTDC, the operations and business of Valero XxXxx have been conducted by Valero XxXxx in substantial compliance with all Applicable Laws except (a) as would not, individually or in the aggregate, have a Material Adverse Effect with respect to Valero XxXxx or the Business and (b) with respect to Environmental Laws, which are addressed exclusively in Section 4.11.
Absence of Litigation; Compliance with Law. Except with respect to any Claims under any Environmental Laws which are addressed exclusively in Section 4.11, there is no Claim pending or, to the knowledge of VTDC, threatened against VTDC, Parkway Pipeline or any of their Affiliates or relating to any of their respective assets which, if adversely determined, would, individually or in the aggregate, have a Material Adverse Effect with respect to the Business or Parkway Pipeline, taken as a whole. To the knowledge of VTDC, the operations and business of Parkway Pipeline have been conducted by Parkway Pipeline in substantial compliance with all Applicable Laws except (a) as would not, individually or in the aggregate, have a Material Adverse Effect with respect to the Business or Parkway Pipeline, taken as a whole, and (b) with respect to Environmental Laws, which are addressed exclusively in Section 4.11.
Absence of Litigation; Compliance with Law. Except with respect to any Claims under any Environmental Laws which are addressed exclusively in Section 4 11, there is no Claim pending or, to the knowledge of VTDC, threatened against VTDC, Valero Port Xxxxxx or any of their Affiliates or relating to any of their respective assets which, if adversely determined, would, individually or in the aggregate, have a Material Adverse Effect with respect to the Business or Valero Port Xxxxxx, taken as a whole. To the knowledge of VTDC, the operations and business of Valero Port Xxxxxx have been conducted by Valero Port Xxxxxx in substantial compliance with all Applicable Laws except (a) as would not, individually or in the aggregate, have a Material Adverse Effect with respect to the Business or Valero Port Xxxxxx, taken as a whole, and (b) with respect to Environmental Laws, which are addressed exclusively in Section 4.11.
