Common use of Compliance with Applicable Laws; Permits Clause in Contracts

Compliance with Applicable Laws; Permits. (a) Except as set forth in Section 4.7(a) of the OGE Disclosure Schedule, each of the Enogex Group Entities is in compliance with all applicable Laws, other than any noncompliance that could not, individually or in the aggregate, reasonably be expected to have an Enogex Material Adverse Effect. Neither OGE, nor any of its Subsidiaries, including any Enogex Group Entity, has received any written communication since December 1, 2006 from a Governmental Entity that alleges that any Enogex Group Entity is not in compliance in any material respect with any applicable Laws that has not been satisfactorily resolved. Notwithstanding the foregoing, the representations made by the Enogex Group Entities in this Section 4.7(a) shall not apply to any matters addressed in other representations contained in this Article IV, including representations with respect to environmental matters (which are provided for in Section 4.10), Tax matters (which are provided for in Section 4.14) and employment and benefits matters (which are provided for in Section 4.15). (b) Enogex Group Entities are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders necessary to own, lease and operate their properties and to lawfully carry on their businesses as they are now being conducted (collectively, the “Enogex Permits”), except where the failure to be in possession of such Enogex Permits could not, individually or in the aggregate, reasonably be expected to have an Enogex Material Adverse Effect. None of the Enogex Group Entities is in conflict with, or in default or violation of any of the Enogex Permits, except for any such conflicts, defaults or violations that could not, individually or in the aggregate, reasonably be expected to have an Enogex Material Adverse Effect.

Compliance with Applicable Laws; Permits. (a) Except with respect to Tax matters (which are provided for in Section 4.14), environmental matters (which are provided for in Section 4.11), and employee benefit matters (which are provided for in Section 4.15) and except as set forth in Section 4.7(a) of any Buyer SEC Report filed on or prior to the OGE Disclosure ScheduleExecution Date, each of the Enogex Buyer Group Entities is in compliance with all applicable Laws, other than any noncompliance that could which would not, individually or in the aggregate, reasonably be expected to have an Enogex a Buyer Material Adverse Effect. Neither OGE, nor any of its Subsidiaries, including any Enogex No Buyer Group Entity, Entity has received any written communication since December 1, 2006 within the past two years from a Governmental Entity that alleges that any Enogex Buyer Group Entity is not in compliance in any material respect with any applicable Laws that has not been satisfactorily resolved. Notwithstanding the foregoing, the representations made by the Enogex Group Entities in this Section 4.7(a) shall not apply to any matters addressed in other representations contained in this Article IV, including representations with respect to environmental matters (which are provided for in Section 4.10), Tax matters (which are provided for in Section 4.14) and employment and benefits matters (which are provided for in Section 4.15). (b) Enogex The Buyer Group Entities are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders necessary to own, lease and operate their properties and to lawfully carry on their businesses as they are now being conducted (collectively, the “Enogex Buyer Permits”), except where the failure to be in possession of such Enogex Buyer Permits could would not, individually or in the aggregate, reasonably be expected to have an Enogex a Buyer Material Adverse Effect. None of the Enogex Buyer Group Entities is in conflict with, or in default or violation of any of the Enogex Buyer Permits, except for any such conflicts, defaults or violations that could would not, individually or in the aggregate, reasonably be expected to have an Enogex a Buyer Material Adverse Effect.

Compliance with Applicable Laws; Permits. (a) Except with respect to Tax matters (which are provided for in Section 3.14), environmental matters (which are provided for in Section 3.11), and employee benefit matters (which are provided for in Section 3.15) and except as set forth in Section 4.7(a) of any MLP SEC Report filed on or prior to the OGE Disclosure ScheduleExecution Date, each of the Enogex MLP Group Entities is in compliance with all applicable Laws, other than any noncompliance that could which would not, individually or in the aggregate, reasonably be expected to have an Enogex MLP Material Adverse Effect. Neither OGE, nor any of its Subsidiaries, including any Enogex No MLP Group Entity, Entity has received any written communication since December 1, 2006 within the past two years from a Governmental Entity that alleges that any Enogex MLP Group Entity is not in compliance in any material respect with any applicable Laws that has not been satisfactorily resolved. Notwithstanding the foregoing, the representations made by the Enogex Group Entities in this Section 4.7(a) shall not apply to any matters addressed in other representations contained in this Article IV, including representations with respect to environmental matters (which are provided for in Section 4.10), Tax matters (which are provided for in Section 4.14) and employment and benefits matters (which are provided for in Section 4.15). (b) Enogex The MLP Group Entities are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders necessary to own, lease and operate their properties and to lawfully carry on their businesses as they are now being conducted (collectively, the “Enogex MLP Permits”), except where the failure to be in possession of such Enogex MLP Permits could would not, individually or in the aggregate, reasonably be expected to have an Enogex MLP Material Adverse Effect. None of the Enogex MLP Group Entities is in conflict with, or in default or violation of any of the Enogex MLP Permits, except for any such conflicts, defaults or violations that could would not, individually or in the aggregate, reasonably be expected to have an Enogex MLP Material Adverse Effect.

Compliance with Applicable Laws; Permits. (a) Except as set forth disclosed in Section 4.7(a) the SEC Reports, the businesses of the OGE Disclosure ScheduleCompany and its Subsidiaries are not being conducted in violation of any Law, each order, judgment, or decree of the Enogex Group Entities is in compliance with all applicable Lawsany Governmental Entity, other than any noncompliance that could notexcept for possible violations that, individually or in the aggregate, have not had, and would not reasonably be expected to have an Enogex have, a Material Adverse Effect. Neither OGE, nor No investigation or review by any Governmental Entity with respect to the Company or any of its SubsidiariesSubsidiaries is pending or, including to the Company's knowledge, threatened, nor has any Enogex Group Entity, has received any written communication since December 1, 2006 from a Governmental Entity that alleges that any Enogex Group Entity is indicated an intention to conduct the same, except for investigations or reviews that, individually or in the aggregate, have not in compliance in any material respect with any applicable Laws that has had, and would not been satisfactorily resolved. Notwithstanding the foregoingreasonably be expected to have, the representations made by the Enogex Group Entities in this Section 4.7(a) shall not apply to any matters addressed in other representations contained in this Article IV, including representations with respect to environmental matters (which are provided for in Section 4.10), Tax matters (which are provided for in Section 4.14) and employment and benefits matters (which are provided for in Section 4.15)a Material Adverse Effect. (b) Enogex Group Entities are in possession of The Company and its Subsidiaries hold all franchises, grants, authorizationspermits, licenses, permits, easements, variances, exemptions, consents, certificates, orders, and approvals and orders from Governmental Entities that are necessary to own, lease the operation of the businesses of the Company and operate their properties and to lawfully carry on their businesses its Subsidiaries as they are now being conducted (collectively, the “Enogex "Company Permits”"), except where the failure to be in possession of have such Enogex Permits could notCompany Permits, individually or in the aggregate, has not had, and would not reasonably be expected to have an Enogex have, a Material Adverse Effect. None The Company and its Subsidiaries are in compliance with the terms of the Enogex Group Entities is in conflict with, or in default or violation of any of the Enogex Company Permits, except for any such conflicts, defaults or violations that could notfailures to comply that, individually or in the aggregate, have not had, and would not reasonably be expected to have an Enogex have, a Material Adverse Effect.

Compliance with Applicable Laws; Permits. (a) Except as set forth in Section 4.7(a) Each of the OGE Disclosure Schedule, each of Xxxxx Parties and the Enogex Xxxxx Group Entities is in compliance in all material respects with all applicable Laws, other than any noncompliance that could not, individually . No Xxxxx Party or in the aggregate, reasonably be expected to have an Enogex Material Adverse Effect. Neither OGE, nor any of its Subsidiaries, including any Enogex Xxxxx Group Entity, Entity has received any written communication since December 1, 2006 from a Governmental Entity that alleges that any Enogex Xxxxx Party or Xxxxx Group Entity is not in compliance in any material respect with any applicable Laws that has not been satisfactorily resolved. Notwithstanding resolved to the foregoing, the representations made by the Enogex Group Entities in this Section 4.7(a) shall not apply to any matters addressed in other representations contained in this Article IV, including representations with respect to environmental matters (which are provided for in Section 4.10), Tax matters (which are provided for in Section 4.14) and employment and benefits matters (which are provided for in Section 4.15)satisfaction of such Governmental Entity. (b) Enogex The Xxxxx Group Entities are in possession of all material franchises, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders necessary to own, lease and operate their properties and to lawfully carry on their businesses the Xxxxx Contributed Business as they are it is now being conducted (collectively, the “Enogex Xxxxx Permits”). After giving effect to the Xxxxx Pre-Closing Restructuring, except where the failure to be none of HOH, Newco Xxxxxxx Parent or any HOH Excluded Subsidiary is in possession of any Xxxxx Permit. All Xxxxx Permits are in full force and effect, and no Xxxxx Party or Xxxxx Group Entity has received written notice that such Enogex Xxxxx Permits could not, individually or will not be renewed in the aggregate, reasonably be expected to have an Enogex Material Adverse Effectordinary course after Closing. None of HOH or the Enogex Xxxxx Group Entities is in material conflict with, or in material default or violation of any of the Enogex Xxxxx Permits. (c) Notwithstanding Sections 3.6(a) and (b), except the representations made in this Section 3.6 shall not apply to environmental matters (which are provided for any such conflictsin Section 3.9), defaults or violations that could not, individually or Tax matters (which are provided for in the aggregate, reasonably be expected to have an Enogex Material Adverse EffectSection 3.13) and employment and benefits matters (which are provided for in Section 3.14).

Compliance with Applicable Laws; Permits. (a) Except as set forth disclosed in Section 4.7(a) the SEC Reports, the businesses of the OGE Disclosure ScheduleCompany and its Subsidiaries are not being conducted in violation of any Law, each order, judgment, or decree of the Enogex Group Entities is in compliance with all applicable Lawsany Governmental Entity, other than any noncompliance that could notexcept for possible violations that, individually or in the aggregate, have not had, and would not reasonably be expected to have an Enogex have, a Material Adverse Effect. Neither OGE, nor No investigation or review by any Governmental Entity with respect to the Company or any of its SubsidiariesSubsidiaries is pending or, including to the Company’s knowledge, threatened, nor has any Enogex Group Entity, has received any written communication since December 1, 2006 from a Governmental Entity that alleges that any Enogex Group Entity is indicated an intention to conduct the same, except for investigations or reviews that, individually or in the aggregate, have not in compliance in any material respect with any applicable Laws that has had, and would not been satisfactorily resolved. Notwithstanding the foregoingreasonably be expected to have, the representations made by the Enogex Group Entities in this Section 4.7(a) shall not apply to any matters addressed in other representations contained in this Article IV, including representations with respect to environmental matters (which are provided for in Section 4.10), Tax matters (which are provided for in Section 4.14) and employment and benefits matters (which are provided for in Section 4.15)a Material Adverse Effect. (b) Enogex Group Entities are in possession of The Company and its Subsidiaries hold all franchises, grants, authorizationspermits, licenses, permits, easements, variances, exemptions, consents, certificates, orders, and approvals and orders from Governmental Entities that are necessary to own, lease the operation of the businesses of the Company and operate their properties and to lawfully carry on their businesses its Subsidiaries as they are now being conducted (collectively, the “Enogex Company Permits”), except where the failure to be in possession of have such Enogex Permits could notCompany Permits, individually or in the aggregate, has not had, and would not reasonably be expected to have an Enogex have, a Material Adverse Effect. None The Company and its Subsidiaries are in compliance with the terms of the Enogex Group Entities is in conflict with, or in default or violation of any of the Enogex Company Permits, except for any such conflicts, defaults or violations that could notfailures to comply that, individually or in the aggregate, have not had, and would not reasonably be expected to have an Enogex have, a Material Adverse Effect.