Common use of Compliance with Applicable Laws; Regulatory Matters Clause in Contracts

Compliance with Applicable Laws; Regulatory Matters. Except for environmental matters, which are addressed in Section 2.1(o), CPA14 and the CPA14 Subsidiaries hold all permits, licenses, variances, exemptions, orders and approvals of all Governmental Entities necessary for the lawful conduct of their respective businesses (the “CPA14 Permits”), except where the failure so to hold such CPA14 Permits, individually or in the aggregate, would not reasonably be expected to have a CPA14 Material Adverse Effect. CPA14 and the CPA14 Subsidiaries are in compliance with the terms of the CPA14 Permits, except where the failure to so comply, individually or in the aggregate, would not reasonably be expected to have a CPA14 Material Adverse Effect. Except as disclosed in the CPA14 SEC Documents, the businesses of CPA14 and the CPA14 Subsidiaries are not being conducted in violation of any Law, except for violations which, individually or in the aggregate, would not reasonably be expected to have a CPA14 Material Adverse Effect. No investigation or review by any Governmental Entity with respect to CPA14 or any CPA14 Subsidiary is pending or, to CPA14’s Knowledge, threatened, other than those the outcome of which, individually or in the aggregate, would not reasonably be expected to have a CPA14 Material Adverse Effect. Neither CPA14 nor any CPA14 Subsidiary is subject to any order, writ, injunction, decree, statute, rule or regulation that would, individually or in the aggregate, reasonably be expected to have a CPA14 Material Adverse Effect. CPA14 is not subject to any judgment, decree, injunction, rule or order of any Governmental Entity that prohibits or would reasonably be expected to prohibit any of the transactions contemplated hereby. CPA14 has not taken any action, nor have any other steps been taken or have any legal proceedings been commenced, nor to the Knowledge of CPA14, threatened, against CPA14, for the winding up, liquidation or dissolution of CPA14.

Compliance with Applicable Laws; Regulatory Matters. Except for environmental matters(i) The Company and its Subsidiaries hold, which are addressed and each of the Real Properties is operated in Section 2.1(o)compliance with, CPA14 and the CPA14 Subsidiaries hold all permits, licenses, certificates, franchises, registrations, variances, exemptions, orders and approvals required to be obtained by the Company and its Subsidiaries from all Governmental Entities, including but not limited to permits for the storage, distribution, marketing or transportation of gasoline, diesel fuel, fuel oil, propane, kerosene or other petroleum products or with respect to the construction, ownership, operation, leasing, maintenance or use of the Real Properties or any part thereof for such purposes (the "Company Permits"), except for those the failure of which to hold or be in compliance with would not reasonably be expected to have a Material Adverse Effect on the Company or materially impair or delay the ability of the Company to consummate the transactions contemplated hereby. To the best knowledge of the Company, its lessees and sublessees hold, and each of the Real Properties is operated by such lessees and sublessees in compliance with, all required permits, licenses, certificates, franchises, registrations, variances, exemptions, orders and approvals of all Governmental Entities necessary for other than the lawful conduct of their respective businesses Company Permits (the “CPA14 "Dealer Permits”," and, collectively with the Company Permits, the "Permits"), except where for those the failure so of which to hold such CPA14 Permits, individually or be in the aggregate, compliance with would not reasonably be expected to have a CPA14 Material Adverse Effect. CPA14 and Effect on the CPA14 Subsidiaries are in compliance with Company or materially impair or delay the terms ability of the CPA14 PermitsCompany to consummate the transactions contemplated hereby. To the best knowledge of the Company, except where each of the failure to so complyPermits is valid and in full force and effect, individually and none of the Company, its Subsidiaries, its lessees or sublessees is in the aggregate, breach or violation of any Permit which breach would not reasonably be expected to have a CPA14 Material Adverse EffectEffect on the Company or materially impair or delay the ability of the Company to consummate the transactions contemplated hereby. Except as disclosed in the CPA14 SEC Documents, the The businesses of CPA14 the Company and its Subsidiaries and the CPA14 Subsidiaries Real Properties are not being and have not been conducted or operated in violation of any Lawlaw, except for violations whichordinance, individually or in the aggregateregulation, would not reasonably be expected to have a CPA14 Material Adverse Effect. No investigation or review by any Governmental Entity with respect to CPA14 or any CPA14 Subsidiary is pending or, to CPA14’s Knowledge, threatened, other than those the outcome of which, individually or in the aggregate, would not reasonably be expected to have a CPA14 Material Adverse Effect. Neither CPA14 nor any CPA14 Subsidiary is subject to any order, writ, injunction, decree, statute, rule or regulation that would, individually or in the aggregate, reasonably be expected to have a CPA14 Material Adverse Effect. CPA14 is not subject to any judgment, decree, injunction, rule or order of any Governmental Entity that prohibits or Entity, except for violations which would not reasonably be expected to prohibit any have a Material Adverse Effect on the Company or materially impair or delay the ability of the Company to consummate the transactions contemplated hereby. CPA14 The transactions contemplated by this Agreement will not cause any of the Company Permits to be void or require the Surviving Corporation to renew or transfer any such Company Permit, except as set forth on Schedule 3.1(c)(iii) of the Company Disclosure Schedule or where the voiding or failure so to renew or transfer would not reasonably be expected to have a Material Adverse Effect on the Company or materially impair or delay the ability of the Company to consummate the transactions contemplated hereby ("Required Permit Renewals"). (ii) The Company has not taken any actiondelivered to LUKOIL USA true, nor have any other steps been taken or have any legal proceedings been commenced, nor correct and complete copies of Environmental Reports delivered to the Knowledge Company or any of CPA14, threatened, against CPA14, for its Subsidiaries within the winding up, liquidation or dissolution six-month period ending on the date of CPA14this Agreement.

Compliance with Applicable Laws; Regulatory Matters. Except for environmental matters, which are addressed in Section 2.1(o), CPA14 The Company and the CPA14 --------------------------------------------------- its Subsidiaries hold all permits, licenses, variances, exemptions, orders and approvals of all Governmental Entities necessary for the lawful conduct of their respective businesses (the “CPA14 "Company Permits”"), except where the failure so for failures to hold such CPA14 Permits--------------- permits, licenses, variances, exemptions, orders and approvals which, individually or in the aggregate, are not having and would not reasonably be expected to have a CPA14 Material Adverse EffectEffect on the Company and its Subsidiaries or materially impair or delay the ability of the Company to consummate the transactions contemplated hereby. CPA14 The Company and the CPA14 its Subsidiaries are in compliance with the terms of the CPA14 Company Permits, except where the failure failures so to so complycomply which, individually or in the aggregate, are not having and would not reasonably be expected to have a CPA14 Material Adverse EffectEffect on the Company and its Subsidiaries or materially impair or delay the ability of the Company to consummate the transactions contemplated hereby. Except as disclosed in the CPA14 Company SEC DocumentsReports filed after December 31, 2000 and prior to the date of this Agreement, the businesses of CPA14 Company and the CPA14 its Subsidiaries are not being conducted in violation of or default under any LawLaw or order of any Governmental Entity, except for such violations or defaults which, individually or in the aggregate, are not having and would not reasonably be expected to have a CPA14 Material Adverse Effect. No investigation Effect on the Company and its Subsidiaries or review by any Governmental Entity with respect materially impair or delay the ability of the Company to CPA14 or any CPA14 Subsidiary is pending or, to CPA14’s Knowledge, threatened, other than those the outcome of which, individually or in the aggregate, would not reasonably be expected to have a CPA14 Material Adverse Effect. Neither CPA14 nor any CPA14 Subsidiary is subject to any order, writ, injunction, decree, statute, rule or regulation that would, individually or in the aggregate, reasonably be expected to have a CPA14 Material Adverse Effect. CPA14 is not subject to any judgment, decree, injunction, rule or order of any Governmental Entity that prohibits or would reasonably be expected to prohibit any of consummate the transactions contemplated hereby. CPA14 has not taken any action, nor have any other steps been taken or have any legal proceedings been commenced, nor to the Knowledge of CPA14, threatened, against CPA14, for the winding up, liquidation or dissolution of CPA14.

Compliance with Applicable Laws; Regulatory Matters. Except for environmental matters, which are addressed in Section 2.1(o), CPA14 The Company and the CPA14 each of its Subsidiaries hold all permits, licenses, certificates, franchises, registrations, variances, exemptions, orders and approvals of all Governmental Entities necessary for the lawful conduct of their respective businesses (the “CPA14 Permits”), except where other than those the failure to so to hold such CPA14 Permits, individually or in the aggregate, would aggregate is not reasonably be expected likely to have a CPA14 Material Adverse EffectEffect on the Company (the "Company Permits"). CPA14 The Company and the CPA14 each of its Subsidiaries have performed its respective obligations under and are in compliance with the terms of the CPA14 Company Permits, except where the failure so to so complycomply or perform, individually or in the aggregate, would is not reasonably be expected likely to have a CPA14 Material Adverse EffectEffect on the Company. Except as disclosed in No event has occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a breach or default under the CPA14 SEC DocumentsCompany Permits or, after notice or lapse of time or both, would permit revocation or termination of the businesses of CPA14 and the CPA14 Subsidiaries are not being conducted in violation of any LawCompany Permits, except for violations whichwhere such event, condition or state of facts, individually or in the aggregate, would is not reasonably be expected likely to have a CPA14 Material Adverse EffectEffect on the Company. No investigation or review by The businesses of the Company and its Subsidiaries are not being and have not been conducted in violation of any Governmental Entity with respect to CPA14 or any CPA14 Subsidiary is pending orlaw, to CPA14’s Knowledgeordinance, threatenedregulation, other than those the outcome of which, individually or in the aggregate, would not reasonably be expected to have a CPA14 Material Adverse Effect. Neither CPA14 nor any CPA14 Subsidiary is subject to any order, writ, injunction, decree, statute, rule or regulation that would, individually or in the aggregate, reasonably be expected to have a CPA14 Material Adverse Effect. CPA14 is not subject to any judgment, decree, injunction, rule or order of any Governmental Entity, except for violations which are not reasonably likely to have a Material Adverse Effect on the Company. As of the date of this Agreement, no lawsuit, claim, suit, proceeding or investigation by any Governmental Entity that prohibits with respect to the Company or would reasonably be expected to prohibit any of the transactions contemplated hereby. CPA14 has not taken any actionits Subsidiaries is pending or, nor have any other steps been taken or have any legal proceedings been commenced, nor to the Knowledge best knowledge of CPA14the Company, threatened, against CPA14other than lawsuits, for claims, suits, proceedings or investigations which, individually or in the winding upaggregate, liquidation or dissolution are not reasonably likely to have a Material Adverse Effect on the Company. This provision shall not apply to environmental matters, which are the subject of CPA14Section 3.1(s).

Compliance with Applicable Laws; Regulatory Matters. Except for environmental matters, which are addressed in Section 2.1(o), CPA14 The Company and the CPA14 each of its Subsidiaries hold all permits, licenses, certificates, franchises, registrations, variances, exemptions, orders and approvals of all Governmental Entities necessary for the lawful conduct of their respective businesses (the “CPA14 Permits”), except where other than those the failure to so to hold such CPA14 Permits, individually or in the aggregate, would aggregate could not reasonably be expected to have a CPA14 Material Adverse EffectEffect on the Company (the "Company Permits"). CPA14 The Company and the CPA14 each of its Subsidiaries have performed their respective obligations under and are in compliance with the terms of the CPA14 Company Permits, except where the failure so to so complycomply or perform, individually or in the aggregate, would could not reasonably be expected to have a CPA14 Material Adverse EffectEffect on the Company. Except as disclosed in No event has occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a breach or default under the CPA14 SEC DocumentsCompany Permits or, after notice or lapse of time or both, would permit revocation or termination of the businesses of CPA14 and the CPA14 Subsidiaries are not being conducted in violation of any LawCompany Permits, except for violations whichwhere such event, condition or state of facts, individually or in the aggregate, would could not reasonably be expected to have a CPA14 Material Adverse EffectEffect on the Company. No investigation or review by The businesses of the Company and its Subsidiaries are not being and have not been conducted in violation of any Governmental Entity with respect to CPA14 or any CPA14 Subsidiary is pending orlaw, to CPA14’s Knowledgeordinance, threatenedregulation, other than those the outcome of which, individually or in the aggregate, would not reasonably be expected to have a CPA14 Material Adverse Effect. Neither CPA14 nor any CPA14 Subsidiary is subject to any order, writ, injunction, decree, statute, rule or regulation that would, individually or in the aggregate, reasonably be expected to have a CPA14 Material Adverse Effect. CPA14 is not subject to any judgment, decree, injunction, rule or order of any Governmental Entity that prohibits or would Entity, except for violations which could not reasonably be expected to prohibit have a Material Adverse Effect on the Company. As of the date of this Agreement, no lawsuit, claim, suit, proceeding or investigation by any Governmental Entity with respect to the Company or any of the transactions contemplated hereby. CPA14 has not taken any actionits Subsidiaries is pending or, nor have any other steps been taken or have any legal proceedings been commenced, nor to the Knowledge best knowledge of CPA14the Company, threatened, against CPA14nor, for to the winding upbest knowledge of the Company, liquidation has any Governmental Entity indicated an intention to conduct the same, other than lawsuits, claims, suits, proceedings or dissolution of CPA14investigations which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on the Company.