Common use of Approvals, Licenses and Authorizations Clause in Contracts

Approvals, Licenses and Authorizations. (a) Except as required by the HSR Act or contemplated by this Agreement and except for any administrative filings of Stellar Propane necessary as a result of the Merger, no (i) order, license, consent, waiver, authorization or approval of, or (ii) exemption by, or (iii) giving of notice to, or (iv) registration with or the taking of any other action in respect of, any Person not a party to this Agreement, and no filing, recording, publication or registration in any public office or any other place, in each case is, necessary on behalf of the Sellers, the Operating Company or Stellar Propane (x) to authorize the Sellers’ execution, delivery and performance of this Agreement or any other agreement, document or instrument contemplated by this Agreement to be executed and delivered by the Sellers, (y) to authorize the consummation by the Sellers of the transactions contemplated hereby or thereby, or (z) for the legality, validity, binding effect or enforceability with respect to the Sellers, the Operating Company or Stellar Propane of any of the foregoing. (b) Except for any administrative filings of Stellar Propane necessary as a result of the Merger, all licenses, permits, concessions, warrants, franchises and other authorizations and approvals of all Governmental Authorities required or necessary for the Operating Company or Stellar Propane to carry on the Business (including the business of trucking or the hauling of propane) as and where presently conducted by them have been duly obtained and are in full force and effect. There are no proceedings pending or, to the Knowledge of the Sellers, threatened that are likely to result in the revocation, cancellation or suspension or any material modification of any thereof that are or have a Material Adverse Effect.

Approvals, Licenses and Authorizations. (a) Except as required by the HSR Act or contemplated by this Agreement and except for any administrative filings of Stellar Propane necessary as a result set forth in Section 2.3 of the MergerDisclosure Schedule, no (i) order, license, consent, waiver, authorization or approval of, or (ii) exemption by, or (iii) the giving of notice to, or (iv) the registration with with, or the taking of any other action in respect of, any Person not a party to this Agreement, including any Governmental Entity, and no filing, recording, publication or registration in any public office or any other placeplace is now, or under existing law in each case isthe future will be, necessary on behalf of the Sellers, the Operating Company or Stellar Propane (x) Seller to authorize the Sellers’ its execution, delivery and performance of this Agreement or any other agreement, document or instrument contemplated by this Agreement to be executed and delivered by the Sellers, (y) to authorize the consummation by the Sellers of the transactions contemplated hereby or thereby(including, but not limited to, assignment of the Transferred Assets), or (z) for to effect the legality, validity, binding effect or enforceability with respect to the Sellers, the Operating Company or Stellar Propane of any of the foregoinghereof. (b) Except for any administrative filings of Stellar Propane necessary as a result of the Merger, all All material licenses, permits, concessions, warrants, franchises and other governmental authorizations and approvals of all Governmental Authorities Entities required or necessary for the Operating Company or Stellar Propane Seller to carry on the Business (including in the business of trucking or places and in the hauling of propane) as and where presently manner currently conducted by them have been duly obtained and are in full force and effecteffect and are set forth in Section 2.3(b) of the Disclosure Schedule. There No material violations are in existence or have been recorded with respect to such licenses, permits or other authorizations and no proceedings proceeding is pending or, to the Knowledge knowledge of the SellersSeller, threatened that are likely with respect to result in the revocation, cancellation revocation or suspension or any material modification limitation of any thereof of such licenses, permits or other authorizations. The Seller has complied in all material respects with all laws, rules, regulations and orders applicable to the Business, and all rules, regulations and orders respecting the provision of services by the Seller, except for violations that are or would not have a Material Adverse Effect.

Approvals, Licenses and Authorizations. (a) Except as required by the HSR Act or contemplated by this Agreement and except for any administrative filings of Stellar Propane necessary as a result of the Merger, no (i) No order, license, consentcomment, waiver, authorization or approval of, or (ii) exemption by, or (iii) the giving of notice to, or (iv) the registration with with, or the taking of any other action in respect of, any Person not a party to this Agreement, including any Governmental Entity, and no filing, recording, publication or registration in any public office or any other placeplace is now, or under existing law in each case isthe future will be, necessary on behalf of the Sellers, the Operating Company or Stellar Propane (x) Seller to authorize the Sellers’ its execution, delivery and performance of this Agreement or any other agreement, document or instrument agreement contemplated by this Agreement hereby to be executed and delivered by the Sellers, (y) to authorize Seller and the consummation by the Sellers of the transactions contemplated hereby or thereby, thereby or (z) for to effect the legality, validity, binding effect or enforceability with respect to the Sellers, the Operating Company or Stellar Propane of any of the foregoingthereof. (bii) Except for any administrative filings of Stellar Propane necessary as a result of the Merger, all All material licenses, permits, concessions, warrants, franchises and other governmental authorizations and approvals of all Governmental Authorities Entities required or necessary for the Operating Company or Stellar Propane to carry on its business in the Business (including places and in the business of trucking or the hauling of propane) as and where presently manner currently conducted by them have been duly obtained and are in full force and effect. There No material violations are in existence or have been recorded with respect to such licenses, permits or other authorizations and no proceedings proceeding is pending or, to the Knowledge best knowledge of the SellersSeller, threatened that are likely with respect to result in the revocation, cancellation revocation or suspension or any material modification limitation of any thereof of such licenses, permits or other authorizations. The Company has complied with all laws, rules, regulations and orders applicable to the Business, and all rules, regulations and orders respecting the provision of services by the Company, except for violations that would not have a Material Adverse Effect. No proceedings are pending or, to the knowledge of the Seller, threatened with respect to any violation of any Applicable Law relating to the Company or the Business, except for violations that would not have a Material Adverse Effect.

Approvals, Licenses and Authorizations. (a) Except as required by set forth in Section 2.3(a) of the HSR Act or contemplated by this Agreement Disclosure Schedule and except for any administrative filings of Stellar Propane necessary as a result of the Merger, no (i) the approval of the Shareholders and (ii) the approval of Tulsa and Holdings in their respective capacities as members of the Company, no order, license, consent, waiver, authorization or approval of, or (ii) exemption by, or (iii) the giving of notice to, or (iv) the registration with with, or the taking of any other action in respect of, any Person not a party to this Agreement, including any Governmental Entity, and no filing, recording, publication or registration in any public office or any other placeplace is now, or under existing law in each case isthe future will be, necessary on behalf of Tulsa, Holdings or the Sellers, the Operating Company or Stellar Propane (x) to authorize the Sellers’ execution, delivery and performance of this Agreement or any other agreement, document or instrument agreement contemplated by this Agreement hereby to be executed and delivered by the Sellers, (y) to authorize Tulsa or Holdings and the consummation by the Sellers of the transactions contemplated hereby or therebythereby (including, but not limited to, assignment of the Interests), or (z) for to effect the legality, validity, binding effect or enforceability with respect to the Sellers, the Operating Company or Stellar Propane of any of the foregoingthereof. (b) Except for any administrative filings of Stellar Propane necessary as a result of the Merger, all All licenses, permits, concessions, warrants, franchises and other governmental authorizations and approvals of all Governmental Authorities Entities required or necessary for the Operating Company or Stellar Propane to carry on its business in the Business (including places and in the business of trucking or the hauling of propane) as and where presently manner currently conducted by them have been duly obtained and are in full force and effecteffect and are set forth in Section 2.3(b) of the Disclosure Schedule. There No violations are in existence or have been recorded with respect to such licenses, permits or other authorizations and no proceedings proceeding is pending or, to the Knowledge knowledge of the Sellerseach of Tulsa and Holdings, threatened that are likely with respect to result in the revocation, cancellation revocation or suspension or any material modification limitation of any thereof that are of such licenses, permits or have a Material Adverse Effectother authorizations. The Company has complied with all laws, statutes, ordinances, rules, regulations and orders of any Governmental Entity, applicable to its business, and all rules, regulations and orders respecting the provision of services by it.

Approvals, Licenses and Authorizations. (a) Except as required by the HSR Act would not have a material adverse effect or as will be acquired as contemplated by this Agreement and except for any administrative filings of Stellar Propane necessary as a result of the MergerAgreement, no (i) order, license, consent, waiver, authorization or approval of, or (ii) exemption by, or (iii) the giving of notice to, or (iv) the registration with with, or the taking of any other action in respect of, any Person not a party to this Agreement, including any Governmental Entity, and no filing, recording, publication or registration in any public office or any other placeplace is now, or under existing law in each case isthe future will be, necessary on behalf of any of the Sellers, Sellers or the Operating Company or Stellar Propane (x) Shareholder to authorize the Sellers’ their execution, delivery and performance of this Agreement or any other agreement, document or instrument agreement contemplated by this Agreement hereby to be executed and delivered by any of the Sellers, (y) to authorize Sellers or the Shareholder and the consummation by the Sellers of the transactions contemplated hereby or therebythereby (including, but not limited to, assignment of the Transferred Assets), or (z) for to effect the legality, validity, binding effect or enforceability with respect to the Sellers, the Operating Company or Stellar Propane of any of the foregoingthereof. (b) Except for any administrative filings of Stellar Propane necessary as would not have a result of the Mergermaterial adverse effect, all licenses, permits, concessions, warrants, franchises and other governmental authorizations and approvals of all Governmental Authorities Entities required or necessary for any of the Operating Company or Stellar Propane Sellers to carry on the Business (including in the business of trucking or places and in the hauling of propane) as and where presently manner currently conducted by them have been duly obtained and are in full force and effect and are listed on Schedule 1.1(a)(ix). Except as would not have a material adverse effect. There , no violations are in existence or have been recorded with respect to such licenses, permits or other authorizations and no proceedings proceeding is pending or, to the Knowledge knowledge of each of the Sellers and the Shareholder, threatened with respect to the revocation or limitation of any of such licenses, permits or other authorizations. Except as would not have a material adverse effect, each of the Sellers has in all respects complied with all laws, rules, regulations and orders applicable to the Business, and all rules, regulations and orders respecting the providing of services by any of the Sellers, threatened that are likely to result in the revocation, cancellation or suspension or any material modification of any thereof that are or have a Material Adverse Effect.

Approvals, Licenses and Authorizations. (a) Except as required by for the HSR Act or contemplated by this Agreement and except for any administrative filings receipt of Stellar Propane necessary as a result of the Mergerall Required Consents, no (i) order, license, consent, waiver, authorization or approval of, or (ii) exemption by, or (iii) the giving of notice to, or (iv) the registration with with, or the taking of any other action in respect of, any Person not a party to this Agreement, including any Governmental Entity, and no filing, recording, publication or registration in any public office or any other placeplace is now, or under existing law in each case isthe future will be, necessary on behalf of the Sellers, Sellers or any of the Operating Company or Stellar Propane (x) Shareholders to authorize the Sellers’ execution, delivery and performance of this Agreement or any other agreement, document or instrument agreement contemplated by this Agreement hereby to be executed and delivered by the Sellers, (y) to authorize Sellers or any of the Shareholders and the consummation by the Sellers of the transactions contemplated hereby or therebythereby (including, but not limited to, assignment of the Transferred Assets), or (z) for to effect the legality, validity, binding effect or enforceability with respect to the Sellers, the Operating Company or Stellar Propane of any of the foregoingthereof. (b) Except for any administrative filings of Stellar Propane necessary as a result of the Merger, all All licenses, permits, concessions, warrants, franchises and other governmental authorizations and approvals of all Governmental Authorities Entities required or necessary for the Operating Company or Stellar Propane Sellers to carry on the Business (including in the business of trucking or places and in the hauling of propane) as and where presently manner currently conducted by them have been duly obtained and are in full force and effect. There No violations have been recorded or, to the knowledge of the Sellers and each of the Shareholders, are in existence with respect to such licenses, permits or other authorizations and no proceedings proceeding is pending or, to the Knowledge best knowledge of the SellersSellers and each of the Shareholders, threatened that are likely with respect to result in the revocation, cancellation revocation or suspension or any material modification limitation of any thereof that are of such licenses, permits or other authorizations. The Sellers have a Material Adverse Effectcomplied in all material respects with all laws, rules, regulations and orders applicable to the Business, and all rules, regulations and orders respecting the provision of services by the Sellers.

Approvals, Licenses and Authorizations. (a) Except as required by the HSR Act or contemplated by this Agreement and except for any administrative filings of Stellar Propane necessary as a result set forth in Section 4.3(a) of the MergerSellers’ Disclosure Schedule, no (i) order, license, consent, waiver, authorization or approval of, or (ii) exemption by, or (iii) the giving of notice to, or (iv) the registration with with, or the taking of any other action in respect of, any Person not a party to this Agreement, including any Governmental Entity, and no filing, recording, publication or registration in any public office or any other place, in each case is, place is necessary on behalf of any of the Sellers, Sellers or any of the Operating Company or Stellar Propane (x) Companies to authorize the Sellers’ execution, delivery and performance of this Agreement or any other agreement, document or instrument agreement contemplated by this Agreement hereby to be executed and delivered by any of the Sellers, (y) to authorize Sellers or any of the Companies and the consummation by the Sellers of the transactions contemplated hereby Transactions (including, but not limited to, transfer of the Transferred Assets or therebythe Shares), or (z) for to effect the legality, validity, binding effect or enforceability with respect to the Sellers, the Operating Company or Stellar Propane of any of the foregoingthereof. (b) Except for any administrative filings of Stellar Propane necessary as a result of the Merger, all All licenses, permits, concessions, warrants, franchises and other governmental authorizations and approvals of all Governmental Authorities Entities (“Permits”) required or necessary for the Operating Company or Stellar Propane Companies to carry on the Business (including in the business places and in the manner currently conducted, except those Permits, the absence, loss or termination of trucking which is not Material, are set forth in Section 4.3(b) of the Sellers’ Disclosure Schedule. No violations are in existence or the hauling of propane) as and where presently conducted by them have been duly obtained recorded with respect to the Permits of any of the Companies except for violations that are not, singly or in the aggregate, Material, and are in full force and effect. There are no proceedings Proceeding is pending or, to the Knowledge of the Sellers, threatened that are likely with respect to result in the revocation, cancellation amendment, termination or suspension or any material modification limitation of any thereof of the Permits of the Companies except for revocations, amendments, terminations or limitations that are not, singly or have a Material Adverse Effectin the aggregate, Material. Each of the Sellers and each of the Companies has complied with all laws, rules, regulations and orders applicable to it and the business conducted by it, except where instances of non-compliance are not, singly or in the aggregate, Material.

Approvals, Licenses and Authorizations. (a) Except as required by the HSR Act or contemplated by this Agreement and except for any administrative filings of Stellar Propane necessary as a result of the Merger, no (i) No order, license, consent, waiver, authorization or approval of, or (ii) exemption by, or (iii) the giving of notice to, or (iv) the registration with with, or the taking of any other action in respect of, any Person not a party to this Agreement, including any Governmental Entity, and no filing, recording, publication or registration in any public office or any other placeplace is now, or under existing law in each case isthe future will be, necessary on behalf of the Sellers, Shareholder or any of the Operating Company or Stellar Propane (x) Companies to authorize the Sellers’ execution, delivery and performance of this Agreement or any other agreement, document or instrument agreement contemplated by this Agreement hereby to be executed and delivered by the Sellers, (y) to authorize Shareholder or any of the Companies and the consummation by the Sellers of the transactions contemplated hereby or therebythereby (including, but not limited to, the transfer of the Shares), or (z) for to effect the legality, validity, binding effect or enforceability with respect to the Sellers, the Operating Company or Stellar Propane of any of the foregoingthereof. (b) Except for any administrative filings of Stellar Propane necessary as a result of the Merger, all All licenses, permits, concessions, warrants, franchises and other governmental authorizations and approvals of all Governmental Authorities Entities required or necessary for each of the Operating Company or Stellar Propane Companies to carry on its business in the Business (including places and in the business of trucking or the hauling of propane) as and where presently manner currently conducted by them have been duly obtained and are in full force and effecteffect and are set forth in Section 2.3 of the Disclosure Schedule. There No Material violations are no proceedings pending orin existence or have been recorded with respect to such licenses, permits or other authorizations and, to the Knowledge of the SellersShareholder, no proceeding is pending or threatened that are likely with respect to result in the revocation, cancellation revocation or suspension or any material modification limitation of any thereof that are of such licenses, permits or have a other authorizations. Each of the Companies has complied in all Material Adverse Effectrespects with all laws, rules, regulations and orders applicable to its business, and all rules, regulations and orders respecting the provision of services by it.

Approvals, Licenses and Authorizations. (a) Except as required by the HSR Act or contemplated by this Agreement hereby and except for any administrative filings of Stellar Propane necessary as a result of the Mergerdescribed in Schedule 3.6 ------------ hereto, no (i) order, license, consent, waiver, authorization or approval of, or (ii) exemption by, or (iii) giving of notice to, or (iv) registration with or the taking of any other action in respect of, any Person person not a party to this AgreementAgreement (including any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality, including, but not limited to, those such entities with regulatory, oversight or licensing authority in any way dealing with or touching upon trucking or the hauling of propane), and no filing, recording, publication or registration in any public office or any other place, in each case iscase, is now, or under existing law in the future will be, necessary on behalf of the Sellers, the Operating Company IPCH or Stellar Propane any of its Subsidiaries (x) to authorize the Sellers’ IPCH `s execution, delivery and performance of this Agreement or any other agreement, document or instrument contemplated by this Agreement hereby to be executed and delivered by the SellersIPCH, (y) to authorize the consummation by the Sellers IPCH of the transactions contemplated hereby or thereby, or (z) for the legality, validity, binding effect or enforceability with respect to the Sellers, the Operating Company or Stellar Propane IPCH of any of the foregoing. (b) Except for any administrative filings of Stellar Propane necessary as a result of the Merger, all All licenses, permits, concessions, warrants, franchises and other governmental authorizations and approvals of all Governmental Authorities federal, state, local or foreign governmental or regulatory bodies required or necessary for the Operating Company or Stellar Propane IPCH and its Subsidiaries to carry on the Business their respective businesses (including including, but not limited to, the business of trucking or the hauling of propane) as and where presently conducted by them it and material to the respective businesses of each have been duly obtained and are in full force and effecteffect and are set forth truly, correctly and completely on Schedule 3.6 hereto. ------------ There are no proceedings pending or, to the Knowledge of the SellersIPCH, threatened that which are likely to result in the revocation, cancellation or suspension or any material modification of any thereof that are or have a Material Adverse Effectthereof.

Approvals, Licenses and Authorizations. (a) Except as required by the HSR Act or contemplated by this Agreement and except for any administrative filings of Stellar Propane necessary as a result of the Merger, no No (i) order, license, consent, waiver, authorization or approval of, or (ii) exemption by, or (iii) giving of notice to, or (iviii) registration with or the taking of any other action in respect of, any Person not a party to this Agreement, and no filing, recording, publication publication, registration or registration in any public office or any other place, in each case is, action is necessary on behalf of the Sellers, the Operating Company or Stellar Propane Seller (xy) to authorize the Sellers’ Seller’s execution, delivery and performance of this Agreement or any other agreement, document or instrument contemplated by this Agreement hereby to be executed and delivered by the Sellers, (y) to authorize the consummation by the Sellers of the transactions contemplated hereby or therebySeller, or (z) for the legality, validity, binding effect or enforceability with respect to the Sellers, the Operating Company or Stellar Propane Seller of any of the foregoing. (b) Except for any administrative filings of Stellar Propane necessary as a result of the Merger, all All licenses, permits, concessions, warrants, franchises permits and other governmental or regulatory authorizations and approvals of all Governmental Authorities required or necessary for the Operating Company or Stellar Propane Seller to carry on the Business (including the business of trucking or the hauling of propane) as and where presently conducted by them it have been duly obtained and are in full force and effect, except where the failure to obtain and hold in full force and effect any such licenses, permits and other governmental or regulatory authorizations and approvals would not have a Material Adverse Effect. Schedule 6.6 hereto sets forth a true, correct and complete list of all licenses, permits and other governmental or regulatory authorizations and approvals that, to the Knowledge of Seller and Shareholders, are required or necessary for Seller to carry on the Business as and where presently conducted by it. There are no proceedings pending or, to the Knowledge of the SellersSeller and Shareholders, threatened that which are likely to result in the revocation, cancellation or suspension or any material modification of any thereof that are or have a Material Adverse Effectthereof.

Approvals, Licenses and Authorizations. (a) Except for the filing of a premerger notification and report form under the HSR Act and the filing and recordation of Articles of Merger as required by the HSR Act or contemplated ABCA and the Certificate of Merger as required by this Agreement the GCLD and except for any administrative filings of Stellar Propane necessary as a result the passing of the Mergershareholders' resolutions and the obtaining of the director's approval described in Section 7.15 hereof, no (i) order, license, consent, waiver, authorization or approval of, or (ii) exemption by, or (iii) the giving of notice to, or (iv) the registration with with, or the taking of any other action in respect of, any Person not a party to this Agreement, including any Governmental Entity, and no filing, recording, publication or registration in any public office or any other placeplace is now, or under existing law in each case isthe future will be, necessary on behalf of the Sellers, the Operating any Shareholder or either Company or Stellar Propane (x) to authorize the Sellers’ execution, delivery and performance of this Agreement or any other agreement, document or instrument agreement contemplated by this Agreement hereby to be executed and delivered by the Sellers, (y) to authorize Shareholders or the Companies and the consummation by the Sellers of the transactions contemplated hereby or therebythereby (including, but not limited to, assignment of the Willxxxx Xxxada Shares), or (z) for to effect the legality, validity, binding effect or enforceability with respect to the Sellers, the Operating Company or Stellar Propane of any of the foregoingthereof. (b) Except for any administrative filings of Stellar Propane necessary as a result of the Merger, all All licenses, permits, concessions, warrants, franchises and other governmental authorizations and approvals of all Governmental Authorities Entities required or necessary for the Operating Company or Stellar Propane Companies and the Subsidiaries to carry on their business in the Business (including places and in the business of trucking or the hauling of propane) as and where presently manner currently conducted by them have been duly obtained and are in full force and effecteffect and are set forth in Section 3.3 of the Disclosure Schedule. There No violations are in existence or have been recorded with respect to such licenses, permits or other authorizations and no proceedings proceeding is pending or, to the Knowledge best knowledge of the SellersShareholders, threatened that are likely with respect to result in the revocation, cancellation revocation or suspension or any material modification limitation of any thereof that are of such licenses, permits or other authorizations. The Companies and the Subsidiaries have a Material Adverse Effectcomplied in all material respects with all laws, statutes, ordinances, rules, regulations and orders of any Governmental Entity, applicable to their business, and all rules, regulations and orders respecting the provision of services by them.

Approvals, Licenses and Authorizations. (a) Except as may be required by the HSR Act or contemplated by this Agreement and except for any administrative filings of Stellar Propane necessary as a result of the MergerAct, no (i) order, license, consent, waiver, authorization or approval of, or (ii) exemption by, or (iii) giving of notice to, or (iv) registration with or the taking of any other action in respect of, any Person person not a party to this AgreementAgreement (including any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality, including, but not limited to, those such entities with regulatory, oversight or licensing authority in any way dealing with or touching upon trucking or the hauling of propane), and no filing, recording, publication or registration in any public office or any other place, in each case is, necessary on behalf of the Sellers, the Operating Company or Stellar Propane United (x) to authorize the Sellers’ United's execution, delivery and performance of this Agreement or any other agreement, document or instrument contemplated by this Agreement hereby to be executed and delivered by the SellersUnited, (y) to authorize the consummation by the Sellers United of the transactions contemplated hereby or thereby, or (z) for the legality, validity, binding effect or enforceability with respect to the Sellers, the Operating Company or Stellar Propane United of any of the foregoing. (b) Except for any administrative filings of Stellar Propane necessary as a result of the Merger, all All licenses, permits, concessions, warrants, franchises and other governmental authorizations and approvals of all Governmental Authorities federal, state, local or foreign governmental or regulatory bodies required or necessary for the Operating Company or Stellar Propane United to carry on the its Business (including including, but not limited to, the business of trucking or the hauling of propane) as and where presently conducted by them it have been duly obtained and are in full force and effecteffect and are set forth truly, correctly and completely on Schedule 6.6 hereto. There are no proceedings pending or, to the Knowledge of the SellersUnited, threatened that which are likely to result in the revocation, cancellation or suspension or any material modification of any thereof that are or have a Material Adverse Effectthereof.

Approvals, Licenses and Authorizations. (a) Except as required by the HSR Act or contemplated by this Agreement and except for any administrative filings of Stellar Propane necessary as a result of the Merger, no No (i) order, license, consent, waiver, authorization or approval of, or (ii) exemption by, or (iii) giving of notice to, or (iv) registration with or the taking of any other action in respect of, any Person person not a party to this AgreementAgreement (including any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality, including, but not limited to, those such entities with regulatory, oversight or licensing authority in any way dealing with or touching upon trucking or the hauling of propane), and no filing, recording, publication or registration in any public office or any other place, in each case is, necessary on behalf of the Sellers, the Operating Company or Stellar Propane SELLER (x) to authorize the Sellers’ SELLER's execution, delivery and performance of this Agreement or any other agreement, document or instrument contemplated by this Agreement hereby to be executed and delivered by the SellersSELLER, (y) to authorize the consummation by the Sellers SELLER of the transactions contemplated hereby or thereby, or (z) for the legality, validity, binding effect or enforceability with respect to the Sellers, the Operating Company or Stellar Propane SELLER of any of the foregoing. (b) Except for any administrative filings of Stellar Propane necessary as a result of the Merger, all All licenses, permits, concessions, warrants, franchises and other governmental authorizations and approvals of all Governmental Authorities federal, state, local or foreign governmental or regulatory bodies required or necessary for the Operating Company or Stellar Propane SELLER to carry on the its Business (including including, but not limited to, the business of trucking or the hauling of propane) as and where presently conducted by them it have been duly obtained and are in full force and effecteffect and are set forth truly, correctly and completely on Schedule 6.6 hereto. There are no proceedings pending or, to the ------------ Knowledge of the SellersSELLER, threatened that which are likely to result in the revocation, cancellation or suspension or any material modification of any thereof that are or have a Material Adverse Effectthereof.