Common use of Compliance with Law; Permits Clause in Contracts

Compliance with Law; Permits. (a) Parent and its Subsidiaries have been since December 31, 2018 in compliance with and not in default under or in violation of any Law applicable to Parent and its Subsidiaries, except where such non-compliance, default or violation would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Parent and its Subsidiaries are in possession of all Permits necessary for Parent and Parent’s Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (such Permits, the “Parent Permits”), except where the failure to have any of the Parent Permits would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. All Parent Permits are in full force and effect and are not subject to any administrative or judicial proceeding that would reasonably be expected to result in modification, termination or revocation thereof, and Parent and each of its Subsidiaries is in compliance with the terms and requirements of such Parent Permit, except where the failure to be in full force and effect or in compliance or where such proceeding would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) Neither Parent nor any of its Subsidiaries has received any written notice that Parent or its Subsidiaries is in violation of any Law applicable to Parent or any of its Subsidiaries or any Permit, except for such violations that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. There are no Actions pending, threatened in writing or, to the Knowledge of Parent, otherwise threatened that would reasonably be expected to result in the revocation, withdrawal, suspension, non-renewal, termination, revocation, or adverse modification or limitation of any such Permit, except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Compliance with Law; Permits. (a) Parent and each of its Subsidiaries have been since December 31, 2018 are in compliance with and are not in default under or in violation of any Law applicable to Parent and its SubsidiariesLaw, except where such non-compliance, default or violation would not reasonably be expected have, individually or in the aggregate, a Parent Material Adverse Effect. Except as set forth in Section 4.7 of the Parent Disclosure Schedule, since January 1, 2008, neither Parent nor any of its Subsidiaries has received any written notice or, to Parent’s knowledge, other communication from any Governmental Entity regarding any actual or possible violation of, or failure to comply with, any Law, except as would not have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Parent and its Subsidiaries are in possession of all Permits franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Parent Material Contract with all Governmental Entities, and have filed all tariffs, reports, notices and other documents with all Governmental Entities necessary for Parent and Parent’s its Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (such Permits, the “Parent Permits”), except where the failure to have any of the Parent Permits would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. All Parent Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that would reasonably be expected to could result in modification, termination or revocation thereof, and Parent and each of its Subsidiaries is in compliance with the terms and requirements of such Parent Permit, except where the failure to be in full force and effect would not have, individually or in the aggregate, a Parent Material Adverse Effect. Parent is, and each of its Subsidiaries is, in compliance or in all respects with the terms and requirements of such Parent Permits, except where such proceeding the failure to be in compliance would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) Neither Parent nor any of its Subsidiaries has received any written notice that Parent or its Subsidiaries is in violation of any Law applicable to Parent or any of its Subsidiaries or any Permit, except for such violations that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. There are no Actions pending, threatened in writing or, to the Knowledge of Parent, otherwise threatened that would reasonably be expected to result in the revocation, withdrawal, suspension, non-renewal, termination, revocation, or adverse modification or limitation of any such Permit, except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Compliance with Law; Permits. (a) Parent and its Subsidiaries have been since December 31, 2018 are in compliance with with, and are not in default under or in violation of of, any Law applicable to Parent and its SubsidiariesLaw, except where such non-compliance, default or violation would not reasonably be expected have, individually or in the aggregate, a Parent Material Adverse Effect. Since January 1, 2017, neither Parent nor any of its Subsidiaries has received any written notice or, to Parent’s knowledge, other communication from any Governmental Entity regarding any actual or possible violation of, or failure to comply with, any Law, except as would not have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Parent and its Subsidiaries are in possession of all Permits franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all applicable Governmental Entities, and all rights under any Parent Material Contract with all Governmental Entities, and have filed all tariffs, reports, notices and other documents with all Governmental Entities necessary for Parent and Parent’s its Subsidiaries to own, lease and operate their properties and assets or and to carry on their businesses as they are now being conducted (such Permits, the “Parent Permits”), except where the failure to have any of the Parent Permits or to have filed such tariffs, reports, notices or other documents would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. All Parent Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that would reasonably be expected to could result in modification, termination or revocation thereof, and Parent and each of its Subsidiaries is in compliance with the terms and requirements of such Parent Permit, except where the failure to be in full force and effect or any modification, termination, or revocation thereof would not have, individually or in the aggregate, a Parent Material Adverse Effect. Parent is, and each of its Subsidiaries is, in compliance or in all respects with the terms and requirements of such Parent Permits, except where such proceeding the failure to be in compliance would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) Neither Parent nor any of its Subsidiaries has received any written notice that Parent or its Subsidiaries is in violation of any Law applicable to Parent or any of its Subsidiaries or any Permit, except for such violations that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. There are no Actions pending, threatened in writing or, to the Knowledge of Parent, otherwise threatened that would reasonably be expected to result in the revocation, withdrawal, suspension, non-renewal, termination, revocation, or adverse modification or limitation of any such Permit, except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Compliance with Law; Permits. (a) Since January 1, 2021, Parent and its Subsidiaries have been since December 31, 2018 are in compliance with with, and are not in default under or in violation of of, any Law applicable to Parent and its SubsidiariesLaw, except where such non-compliance, default or violation would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Parent and its Subsidiaries are in possession of all Permits franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all applicable Governmental Authorities, and have filed all tariffs, reports, notices and other documents with all Governmental Authorities necessary for Parent and Parent’s its Subsidiaries to own, lease and operate their properties and assets or and to carry on their businesses as they are now being conducted (such Permits, the “Parent Permits”), except where the failure to have any of the Parent Permits or to have filed such tariffs, reports, notices or other documents would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. All Parent Permits are valid and in full force and effect and are not subject to any pending administrative or judicial proceeding that would reasonably be expected would, if determined in a manner adverse to the Parent or the Parent Subsidiaries, result in the adverse modification, termination suspension, termination, cancellation or revocation thereof, and Parent and each of its Subsidiaries is in compliance with the terms and requirements of such Parent Permit, except where the failure to be in full force and effect or any modification, suspension, termination or cancellation or revocation thereof would not have, individually or in the aggregate, a Parent Material Adverse Effect. Parent is, and each of its Subsidiaries is, in compliance or with the terms and requirements of such Parent Permits, except where such proceeding the failure to be in compliance would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) Neither Without limiting the generality of Section 4.7(a), Parent, each of the Parent nor Subsidiaries, and, to the knowledge of Parent, each joint interest owner, consultant, agent, or representative of any of its Subsidiaries the foregoing (in their respective capacities as such), (i) has received not violated the FCPA or any written notice other U.S. or foreign anti-bribery, anti-corruption, or anti-money laundering Laws that Parent or its Subsidiaries is in violation of any Law are applicable to Parent or the Parent Subsidiaries; (ii) has not been given written notice by any Governmental Authority of its Subsidiaries any facts which, if true, would constitute a violation of the FCPA or any Permitother U.S. or foreign anti-bribery, except for anti-corruption, or anti-money laundering Laws by any such violations that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. There are no Actions pending, threatened in writing or, person; and (iii) to the Knowledge knowledge of Parent, otherwise threatened that would reasonably be expected to result is not being (and has not been) investigated by any Governmental Authority, except, in the revocationcase of each of clauses (i), withdrawal(ii) and (iii), suspension, non-renewal, termination, revocation, or adverse modification or limitation of any such Permit, except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Compliance with Law; Permits. (a) Parent and its Subsidiaries are, and since January 28, 2012 have been since December 31been, 2018 in compliance with and not in default under or in violation of any Law all applicable to Parent and its SubsidiariesLaws, except where such non-compliance, default or violation as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectEffect on Parent. Since February 1, 2014, neither Parent nor any of its Subsidiaries has received any written notice or, to Parent’s knowledge, other communication from any Governmental Entity regarding any actual or possible failure to comply with, any material Law in a material respect. (b) Parent and its Subsidiaries are in possession hold all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Permits applicable Governmental Entities, and all rights under any material contract with all Governmental Entities, and have filed all tariffs, reports, notices and other documents with all Governmental Entities necessary for Parent and Parent’s its Subsidiaries to own, lease and operate their properties and assets or and to carry on their businesses as they are now being conducted (such Permits, the “Parent Permits”)) and have paid all fees and assessments due and payable in connection therewith, in each case except where the failure to have any of the Parent Permits as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectEffect on Parent. All Parent Permits are valid and in full force and effect and effect, are not subject to any administrative or judicial proceeding that would reasonably be expected to could result in any modification, termination or revocation thereof, and Parent and each of its Subsidiaries is are in material compliance with the terms and requirements of such all Parent PermitPermits, except where the failure and to be in full force and effect Parent’s knowledge no suspension or in compliance or where such proceeding would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) Neither Parent nor any of its Subsidiaries has received any written notice that Parent or its Subsidiaries is in violation of any Law applicable to Parent or any of its Subsidiaries or any Permit, except for such violations that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. There are no Actions pending, threatened in writing or, to the Knowledge of Parent, otherwise threatened that would reasonably be expected to result in the revocation, withdrawal, suspension, non-renewal, termination, revocation, or adverse modification or limitation cancellation of any such PermitParent Permit is threatened, in each case except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectEffect on Parent. (c) None of Parent or its Subsidiaries, or to the Parent’s knowledge, any director, officer, employee or agent of Parent or any of its Subsidiaries has, directly or indirectly, (i) used any funds of Parent or any of its Subsidiaries for material unlawful contributions, material unlawful gifts, material unlawful entertainment or other material unlawful expenses relating to political activity; (ii) made any material unlawful payment to foreign or domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of Parent or any of its Subsidiaries; (iii) violated or is in violation of the Foreign Corrupt Practices Act of 1977, as amended, or is in material violation of any similar Law; (iv) established or maintained any material unlawful fund of monies or other assets of Parent or any of its Subsidiaries; (v) made any material fraudulent entry on the books or records of Parent or any of its Subsidiaries; or (vi) made any material unlawful bribe, material unlawful kickback or other material unlawful payment to any person, private or public, regardless of form, whether in money, property or services, to obtain favorable treatment in securing business to obtain special concessions for Parent or any of its Subsidiaries. (d) Since January 28, 2012, (i) none of Parent or any Subsidiary of Parent nor, to the knowledge of Parent, any director, officer, employee, auditor, accountant or representative of Parent or any Subsidiary of Parent, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of Parent or any Subsidiary of Parent or any material complaint, allegation, assertion or claim from employees of Parent or any Subsidiary of Parent regarding questionable accounting or auditing matters with respect to Parent or any Subsidiary of Parent, and (ii) no attorney representing Parent or any Subsidiary Parent, whether or not employed by Parent or any Subsidiary of Parent, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Parent, any Subsidiary of Parent or any of their respective officers, directors, employees or agents to the Board of Directors of Parent or any committee thereof, or to the General Counsel or Chief Executive Officer of Parent.

Compliance with Law; Permits. (a) Parent and each of its Subsidiaries have been since December 31, 2018 are in compliance with and are not in default under or in violation of any Law applicable to Parent and its SubsidiariesLaws, except where such non-compliance, default or violation would not reasonably be expected to have, individually or in the aggregate, a material impact on the Parent. Since January 1, 2008, neither Parent Material Adverse Effectnor any of its Subsidiaries has received any written notice or, to Parent’s Knowledge, other communication from any Governmental Entity regarding any actual or possible violation of, or failure to comply with, any Law, except as would not reasonably be expected to have, individually or in the aggregate, a material impact on Parent. (b) Parent and its Subsidiaries are in possession of all Permits franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and Orders of any Governmental Entity necessary for Parent and Parent’s its Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (such Permits, the “Parent Permits”), except where the failure to have any of the Parent Permits would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectmaterial impact on Parent. All Parent Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that would reasonably be expected to result in modification, termination or revocation thereof, and Parent and each of its Subsidiaries is in compliance with the terms and requirements of such Parent Permiteffect, except where the failure to be in full force and effect or in compliance or where such proceeding would not reasonably be expected to have, individually or in the aggregate, a material impact on Parent. Parent Material Adverse Effect. (c) Neither Parent nor any is, and each of its Subsidiaries has received any written notice that is, in compliance in all respects with the terms and requirements of such Parent or its Subsidiaries is in violation of any Law applicable to Parent or any of its Subsidiaries or any PermitPermits, except for such violations that where the failure to be in compliance would not reasonably be expected to have, individually or in the aggregate, a material impact on Parent. (c) This Section 5.7 excludes any representation or warranty by Parent Material Adverse Effect. There or any of its Subsidiaries with respect to matters relating to or arising under Environmental Laws or Hazardous Materials, which are no Actions pending, threatened addressed in writing or, to the Knowledge of Parent, otherwise threatened that would reasonably be expected to result in the revocation, withdrawal, suspension, non-renewal, termination, revocation, or adverse modification or limitation of any such Permit, except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectSection 5.8.

Compliance with Law; Permits. (a) Parent and Parent, each of its Subsidiaries are, and since January 1, 2012 have been since December 31been, 2018 in compliance with and are not in default under or in violation of any Law applicable to Parent and its SubsidiariesLaw, except where such non-compliance, default or violation would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Since January 1, 2012, neither Parent nor any of its Subsidiaries has received any written notice or, to the Parent’s Knowledge, other communication from any Governmental Entity regarding any actual or possible violation of, or failure to comply with, any Law, except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Parent and its Subsidiaries are in possession of all Permits franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and Orders of any Governmental Entity, and all rights under any material contract with any Governmental Entity, necessary for Parent and Parent’s its Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (such Permits, the “Parent Permits”), except where the failure to have any of the Parent Permits would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. All Parent Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that would reasonably be expected to result in modification, termination or revocation thereofeffect, and Parent and each no suspension or cancellation of its Subsidiaries is in compliance with the terms and requirements of any such Parent PermitPermits is pending or, to Parent’s Knowledge, threatened, except where the failure to be in full force and effect or in compliance or where such proceeding would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) Neither Parent nor any of its Subsidiaries has received any written notice that Parent or its Subsidiaries is in violation of any Law applicable to Parent or any of its Subsidiaries or any Permit, except for such violations suspensions or cancellations that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. There Parent and each of its Subsidiaries are no Actions pending, threatened in writing or, to compliance in all respects with the Knowledge terms and requirements of Parent, otherwise threatened that would reasonably be expected to result in the revocation, withdrawal, suspension, non-renewal, termination, revocation, or adverse modification or limitation of any such PermitParent Permits, except as where the failure to be in compliance would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Compliance with Law; Permits. (a) Parent and each of its Subsidiaries have been since December 31, 2018 are in compliance with and are not in default under or in violation of any Law applicable to Parent and its SubsidiariesLaw, except where such non-compliance, default or violation would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Since January 1, 2009, neither Parent nor any of its Subsidiaries has received any written notice or, to Parent’s knowledge, other communication from any Governmental Entity regarding any actual or possible violation of, or failure to comply with, any Law, except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Parent and its Subsidiaries are in possession of all Permits franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of any Governmental Entity, and all rights under any Parent Material Contract with any Governmental Entity, necessary for Parent and Parent’s its Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (such Permits, the “Parent Permits”), except where the failure to have any of the Parent Permits would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. All Parent Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that would reasonably be expected to result in modification, termination or revocation thereof, and Parent and each of its Subsidiaries is in compliance with the terms and requirements of such Parent Permiteffect, except where the failure to be in full force and effect would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent is, and each of its Subsidiaries is, in compliance or in all respects with the terms and requirements of such Parent Permits, except where such proceeding the failure to be in compliance would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) Neither Parent nor any of its Subsidiaries has received any written notice that Parent or its Subsidiaries is in violation of any Law applicable to Parent or any of its Subsidiaries or any Permit, except for such violations that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. There are no Actions pending, threatened in writing or, to the Knowledge of Parent, otherwise threatened that would reasonably be expected to result in the revocation, withdrawal, suspension, non-renewal, termination, revocation, or adverse modification or limitation of any such Permit, except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Compliance with Law; Permits. (a) Parent and its Subsidiaries have been since December 31, 2018 are in compliance with with, and are not in default under or in violation of of, any Law applicable to Parent and its SubsidiariesLaw, except where such non-compliance, default or violation would not reasonably be expected have, individually or in the aggregate, a Parent Material Adverse Effect. Since January 1, 2020, neither Parent nor any of its Subsidiaries has received any written notice or other communication from any Governmental Entity regarding any actual or possible violation of, or failure to comply with, any Law, except as would not have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Parent and its Subsidiaries are in possession of all Permits franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all applicable Governmental Entities, and all rights under any material contracts with all Governmental Entities, and have filed all tariffs, reports, notices and other documents with all Governmental Entities necessary for Parent and Parent’s its Subsidiaries to own, lease and operate their properties and assets or and to carry on their businesses as they are now being conducted (such Permits, the “Parent Permits”), except where the failure to have any of the Parent Permits or to have filed such tariffs, reports, notices or other documents would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. All Parent Permits are valid and in full force and effect and are not subject to any pending administrative or judicial proceeding that would would, if determined in a manner adverse to the Partnership or its Subsidiaries, reasonably be expected to result in the adverse modification, termination suspension, termination, cancellation or revocation thereof, and Parent and each of its Subsidiaries is in compliance with the terms and requirements of such Parent Permit, except where the failure to be in full force and effect or any modification, suspension, termination or cancellation or revocation thereof would not have, individually or in the aggregate, a Parent Material Adverse Effect. Parent is, and each of its Subsidiaries is, in compliance or in all respects with the terms and requirements of such Parent Permits, except where such proceeding the failure to be in compliance would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) Neither Parent nor Without limiting the generality of Section 4.7(a), Parent, each of its Subsidiaries, and, to the knowledge of Parent, each joint interest owner, consultant, agent, or representative of any of its Subsidiaries the foregoing (in their respective capacities as such), (i) has received not violated the FCPA, and any written notice other U.S. and foreign anti-corruption Laws that Parent or its Subsidiaries is in violation of any Law are applicable to Parent or any of its Subsidiaries or any Permit, except for such violations that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. There are no Actions pending, threatened in writing orSubsidiaries; (ii) has not, to the Knowledge knowledge of Parent, otherwise threatened that would reasonably be expected to result in the revocation, withdrawal, suspension, non-renewal, termination, revocation, or adverse modification or limitation been given written notice by any Governmental Entity of any facts which, if true, would constitute a violation of the FCPA or any other U.S. or foreign anti-corruption Laws by any such Permitperson; and (iii) to the knowledge of Parent, except is not being (and has not been) investigated by any Governmental Entity except, in each case of the foregoing clauses (i) through (iii), as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Compliance with Law; Permits. (a) Parent and its Subsidiaries are, and in the past three (3) years have been since December 31been, 2018 in compliance with with, and are not in default under or in violation of of, any Law applicable to Parent and its SubsidiariesLaw, except where such non-compliance, default or violation would not reasonably be expected have, individually or in the aggregate, a Parent Material Adverse Effect. Since January 1, 2022, neither Parent nor any of its Subsidiaries has received any written notice or, to Parent’s knowledge, other communication from any Governmental Entity regarding any actual, alleged or possible violation of, or failure to comply with, any Law, except as would not have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Parent and its Subsidiaries are in possession of all Permits franchises, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, approvals, waivers, clearances, permissions, qualifications and registrations of or issued or approved by all applicable Governmental Entities, and all rights under any Parent Material Contract with all Governmental Entities, and have filed all tariffs, reports, notices and other documents with all Governmental Entities necessary for Parent and Parent’s its Subsidiaries to own, lease and operate their properties and assets or and to carry on their businesses as they are now being conducted (such Permits, the “Parent Permits”), except where the failure to have any of the Parent Permits or to have filed such tariffs, reports, notices or other documents would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. All Parent Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that would reasonably be expected to result in modification, termination termination, cancellation or revocation thereof, and Parent and each of its Subsidiaries is in compliance with the terms and requirements of such Parent Permit, except where the failure to be in full force and effect or in compliance any modification, termination, cancellation or where such proceeding revocation thereof would not have, individually or in the aggregate, a Parent Material Adverse Effect. As of the date of this Agreement, no event or condition has occurred or exists which would reasonably be expected to result in a violation of, breach, default or loss of a benefit under, or acceleration of an obligation of Parent or any of its Subsidiaries under, any Parent Permit, or has caused (or would cause) an applicable Governmental Entity to fail or refuse to issue, renew or extend, any Parent Permit (in each case, with or without notice or lapse of time or both), except for violations, breaches, defaults, losses, accelerations or failures that would not have, individually or in the aggregate, a Parent Material Adverse Effect. (c) Neither Parent nor any of its Subsidiaries has received any written notice that Parent or its Subsidiaries is in violation of any Law applicable to Parent or any of its Subsidiaries or any Permit, except for such violations that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. There are no Actions pending, threatened in writing or, to the Knowledge of Parent, otherwise threatened that would reasonably be expected to result in the revocation, withdrawal, suspension, non-renewal, termination, revocation, or adverse modification or limitation of any such Permit, except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Compliance with Law; Permits. (a) Parent and its Subsidiaries have been since December 31, 2018 are in compliance with with, and are not in default under or in violation of of, any Law applicable to Parent and its SubsidiariesLaw, except where such non-compliance, default or violation would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Since January 1, 2015, neither Parent nor any of its Subsidiaries has received any written notice or, to Parent’s knowledge, other communication from any Governmental Entity regarding any actual or possible violation of, or failure to comply with, any Law, except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Neither Parent, nor the Merger, is subject to the Takeover Code. (c) Parent and its Subsidiaries are in possession of all Permits franchises, grants, authorizations, licenses, concessions, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, financial assurance instruments, qualifications and registrations and Orders of all applicable Governmental Entities, and all rights under any Parent Material Contract with all Governmental Entities, and have filed all tariffs, reports, notices and other documents with all Governmental Entities necessary for Parent and Parent’s its Subsidiaries to own, lease and operate their properties and assets or and to carry on their businesses as they are now being conducted (such the “Parent Permits” and, together with the Company Permits, the “Parent Permits”), except where the failure to have any of the or to have filed such Parent Permits would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. All Parent Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that would reasonably be expected to could result in modification, termination or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent and each of its Subsidiaries is in compliance with the terms and requirements of such all material Parent PermitPermits, except where the failure to be in full force and effect or in compliance or where such proceeding would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (cd) Neither Except as set forth in Section 4.6 of the Parent nor any of its Subsidiaries has received any written notice that Parent Disclosure Schedule, each drilling unit owned or its Subsidiaries is in violation of any Law applicable to leased by Parent or any of its Subsidiaries which is subject to classification (other than cold stacked rigs) is in class and free of suspension or any Permitcancellation to class, except for such violations that would not reasonably be expected to have, individually or in and is registered under the aggregate, a Parent Material Adverse Effect. There are no Actions pending, threatened in writing or, to the Knowledge flag of Parent, otherwise threatened that would reasonably be expected to result in the revocation, withdrawal, suspension, non-renewal, termination, revocation, or adverse modification or limitation of any such Permit, except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectits flag jurisdiction.

Compliance with Law; Permits. (a) Parent Each Linn Party and its Subsidiaries have been since December 31, 2018 are in compliance with with, and are not in default under or in violation of of, any Law applicable to Parent and its SubsidiariesLaws, except where such non-compliance, default or violation would not reasonably be expected to have, individually or in the aggregate, a Parent Linn Party Material Adverse Effect. Since January 1, 2011, no Linn Party nor any of its Subsidiaries has received any written notice or, to the knowledge of the Linn Parties, other communication from any Governmental Entity regarding any actual or possible material violation of, or material failure to comply with, any Law, except as would not have, individually or in the aggregate, a Linn Party Material Adverse Effect. (b) Parent The Linn Parties and its their Subsidiaries are in possession of all Permits franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all applicable Governmental Entities, and all rights under any Linn Party Material Contract with all Governmental Entities, and have filed all tariffs, reports, notices and other documents with all Governmental Entities necessary for Parent each of the Linn Parties and Parent’s their respective Subsidiaries to own, lease and operate their properties and assets or and to carry on their businesses as they are now being conducted (such Permits, the “Parent Linn Party Permits”), except where the failure to have any of the Parent Linn Party Permits or to have filed such tariffs, reports, notices or other documents would not reasonably be expected to havenot, individually or in the aggregate, have a Parent Linn Party Material Adverse Effect. All Parent Linn Party Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that would reasonably be expected to could result in modification, termination or revocation thereof, except where the failure to be in full force and Parent effect or any modification, termination or revocation thereof would not have, individually or in the aggregate, a Linn Party Material Adverse Effect. Each Linn Party and each of its Subsidiaries is in compliance with the terms and requirements of such Parent Permitall Linn Party Permits, except where the failure to be in full force and effect or in compliance or where such proceeding would not reasonably be expected to have, individually or in the aggregate, a Parent Linn Party Material Adverse Effect. (c) Neither Parent nor any of its Subsidiaries has received any written notice that Parent or its Subsidiaries is in violation of any Law applicable to Parent Since January 1, 2011, (i) no Linn Party or any of its Subsidiaries or any Permit, except for such violations that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. There are no Actions pending, threatened in writing ornor, to the Knowledge knowledge of ParentLinnCo, any director, officer, employee, auditor, accountant or representative of either Linn Party or any of its Subsidiaries, has received or otherwise threatened that would reasonably be expected had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of such Linn Party or any material concerns from employees of such Linn Party or any Subsidiary of such Linn Party regarding questionable accounting or auditing matters with respect to result such Linn Party or any Subsidiary of such Linn Party, and (ii) to the knowledge of the Linn Parties, no attorney representing either Linn Party or any of its Subsidiaries, whether or not employed by such Linn Party or any such Subsidiary, has reported in writing evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by such Linn Party, any Subsidiary of such Linn Party or any of their respective officers, directors, employees or agents to the revocation, withdrawal, suspension, non-renewal, termination, revocationBoard of Directors of such Linn Party or any committee thereof, or adverse modification to the General Counsel or limitation Chief Executive Officer of any such Permit, except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectLinn Party.

Compliance with Law; Permits. (a) Parent ETP and its Subsidiaries have been since December 31, 2018 are in compliance with with, and are not in default under or in violation of of, any Law applicable to Parent and its SubsidiariesLaw, except where such non-compliance, default or violation would not reasonably be expected to have, individually or in the aggregate, a Parent an ETP Material Adverse Effect. Since January 1, 2012, neither ETP nor any of its Subsidiaries has received any written notice or, to ETP’s knowledge, other communication from any Governmental Entity regarding any actual or possible violation of, or failure to comply with, any Law, except as would not have, individually or in the aggregate, an ETP Material Adverse Effect. (b) Parent ETP and its Subsidiaries are in possession of all Permits franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all applicable Governmental Entities, and all rights under any ETP Material Contract with all Governmental Entities, and have filed all tariffs, reports, notices and other documents with all Governmental Entities necessary for Parent ETP and Parent’s its Subsidiaries to own, lease and operate their properties and assets or and to carry on their businesses as they are now being conducted (such Permits, the “Parent ETP Permits”), except where the failure to have any of the Parent ETP Permits or to have filed such tariffs, reports, notices or other documents would not reasonably be expected to have, individually or in the aggregate, a Parent an ETP Material Adverse Effect. All Parent ETP Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that would reasonably be expected to could result in modification, termination or revocation thereof, and Parent and each of its Subsidiaries is in compliance with the terms and requirements of such Parent Permit, except where the failure to be in full force and effect or in compliance any modification, termination, or where such proceeding revocation thereof would not reasonably be expected to have, individually or in the aggregate, a Parent an ETP Material Adverse Effect. (c) Neither Parent nor any . ETP is, and each of its Subsidiaries has received any written notice that Parent or its Subsidiaries is is, in violation compliance in all respects with the terms and requirements of any Law applicable to Parent or any of its Subsidiaries or any Permitsuch ETP Permits, except for such violations that where the failure to be in compliance would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. There are no Actions pending, threatened in writing or, to the Knowledge of Parent, otherwise threatened that would reasonably be expected to result in the revocation, withdrawal, suspension, non-renewal, termination, revocation, or adverse modification or limitation of any such Permit, except as would not reasonably be expected to have, individually or in the aggregate, a Parent an ETP Material Adverse Effect.

Compliance with Law; Permits. (a) Each Parent Entity and its Subsidiaries have been since December 31, 2018 are in compliance with with, and are not in default under or in violation of of, any Law applicable to Parent and its SubsidiariesLaws, except where such non-compliance, default or violation would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Since December 31, 2012, neither Parent nor any of its Subsidiaries has received any written notice or, to the knowledge of Parent, other communication from any Governmental Entity regarding any actual or possible material violation of, or material failure to comply with, any Law. (b) Parent and its Subsidiaries are in possession of all Permits franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all applicable Governmental Entities, and all rights under any Material Contract with all Governmental Entities, and have filed all tariffs, reports, notices and other documents with all Governmental Entities necessary for each of Parent and Parent’s its Subsidiaries to own, lease and operate their properties and assets or and to carry on their businesses as they are now being conducted (such Permits, the “"Parent Permits”Permits "), except where the failure to have any of the Parent Permits or to have filed such tariffs, reports, notices or other documents would not reasonably be expected to havenot, individually or in the aggregate, have a Parent Material Adverse Effect. All Parent Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that would reasonably be expected to could result in modification, termination or revocation thereof, and . Parent and each of its Subsidiaries is in compliance with the terms and requirements of such all Parent Permit, except where the failure to be in full force and effect or in compliance or where such proceeding would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectPermits. (c) Neither Since December 31, 2012, (i) neither Parent nor any of its Subsidiaries has received nor, to the knowledge of Parent, any written notice that Parent director, officer, employee, auditor, accountant or its Subsidiaries is in violation representative of any Law applicable to either Parent or any of its Subsidiaries Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of such Parent Entity or any Permitmaterial concerns from employees of Parent or any Parent Subsidiary regarding questionable accounting or auditing matters with respect to Parent or any Parent Subsidiary, except for and (ii) to the knowledge of the Parent Entities, no attorney representing either Parent Entity or any of its Subsidiaries, whether or not employed by such violations that would not reasonably be expected to haveParent Entity or any such Subsidiary, individually or in the aggregate, a Parent Material Adverse Effect. There are no Actions pending, threatened has reported in writing orevidence of a violation of securities Laws, breach of fiduciary duty or similar violation by such Parent Entity, any Subsidiary of such Parent Entity or any of their respective officers, directors, employees or agents to the Knowledge Board of Parent, otherwise threatened that would reasonably be expected to result in the revocation, withdrawal, suspension, non-renewal, termination, revocationDirectors of such Parent Entity, or adverse modification or limitation to the Chief Executive Officer of any such Permit, except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectEntity.

Compliance with Law; Permits. (a) Parent and its Subsidiaries have been since December 31, 2018 are in compliance with with, and are not in default under or in violation of of, any Law applicable to Parent and its SubsidiariesLaws, except where such non-compliance, default or violation would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Since January 1, 2010, neither Parent nor any of its Subsidiaries has received any written notice or, to Parent’s knowledge, other communication from any Governmental Entity regarding any actual or possible material violation of, or material failure to comply with, any Law. (b) Parent and its Subsidiaries are in possession of all Permits franchises, grants, authorizations, licenses, concessions, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all applicable Governmental Entities, and all rights under any Parent Material Contract with all Governmental Entities, and have filed all tariffs, reports, notices and other documents with all Governmental Entities necessary for Parent and Parent’s its Subsidiaries to own, lease and operate their properties and assets or and to carry on their businesses as they are now being conducted (such Permits, the “Parent Permits”), except where the failure to have any of the Parent Permits or to have filed such tariffs, reports, notices or other documents would not reasonably be expected to havenot, individually or in the aggregate, a be material to Parent Material Adverse Effectand its Subsidiaries. All Parent Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that would reasonably be expected to could result in modification, termination or revocation thereof, and Parent and each of its Subsidiaries is in compliance with the terms and requirements of such Parent Permit, except where the failure to be in full force and effect or in compliance any modification, termination or where such proceeding revocation thereof would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) Neither Parent nor any of its Subsidiaries has received any written notice that Parent or its Subsidiaries is in violation of any Law applicable to Parent or any of its Subsidiaries or any Permit, except for such violations that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. There are no Actions pendingParent and each of its Subsidiaries is in material compliance with the terms and requirements of all material Parent Permits. (c) Since January 1, threatened in writing or2010, (i) none of Parent or any Subsidiary of Parent nor, to the Knowledge knowledge of Parent, any director, officer, employee, auditor, accountant or representative of Parent or any Subsidiary of Parent, has received or otherwise threatened that would reasonably be expected had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of Parent or any Subsidiary of Parent or any material concerns from employees of Parent or any Subsidiary of Parent regarding questionable accounting or auditing matters with respect to result in Parent or any Subsidiary of Parent, and (ii) to the revocationknowledge of Parent, withdrawalno attorney representing Parent or any Subsidiary of Parent, suspensionwhether or not employed by Parent or any Subsidiary of Parent, non-renewalhas reported evidence of a material violation of securities Laws, terminationbreach of fiduciary duty or similar violation by Parent, revocationany Subsidiary of Parent or any of their respective officers, directors, employees or agents to the Board of Directors of Parent or any committee thereof, or adverse modification to the General Counsel or limitation Chief Executive Officer of any such Permit, except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectParent.

Compliance with Law; Permits. (a) Parent and its Subsidiaries have been since December 31, 2018 are in compliance with with, and are not in default under or in violation of of, any Law applicable to Parent and its SubsidiariesLaw, except where such non-compliance, default or violation would not reasonably be expected have, individually or in the aggregate, a Parent Material Adverse Effect. Since January 1, 2018, neither Parent nor any of its Subsidiaries has received any written notice from any Governmental Entity regarding any actual or possible violation of, or failure to comply with, any Law, except as would not have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Parent and its Subsidiaries are in possession of all Permits franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, and orders of all applicable Governmental Entities, and all rights under any Parent Material Contract with all Governmental Entities, and have filed all tariffs, reports, notices and other documents with all Governmental Entities necessary for Parent and Parent’s its Subsidiaries to own, lease and operate their properties and assets or and to carry on their businesses as they are now being conducted (such Permits, the “Parent Permits”), except where the failure to have obtained or filed any of the Parent Permits would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. All Parent Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that would reasonably be expected to result in modification, termination or revocation thereof, and Parent and each of its Subsidiaries is in compliance with the terms and requirements of such Parent Permiteffect, except where the failure to be in full force and effect would not have, individually or in compliance the aggregate, a Parent Material Adverse Effect. No administrative, judicial or where such other proceeding would not is pending or, to the knowledge of Parent, threatened, that could reasonably be expected to result in the adverse modification, suspension, termination, or cancellation of any Parent Permit, except where such modification, suspension, termination or cancellation would not have, individually or in the aggregate, a Parent Material Adverse Effect. Parent and each of its Subsidiaries is, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2019 have been, in compliance in all respects with the terms and requirements of all Parent Permits, except where the failure to be in compliance would not have, individually or in the aggregate, a Parent Material Adverse Effect. (c) Neither Parent nor Without limiting the generality of Section 4.7(a), Parent, each of its Subsidiaries, and, to the knowledge of Parent, each joint interest owner, consultant, agent, or representative of any of its Subsidiaries the foregoing (in their respective capacities as such), (i) has received not violated the FCPA, and any written notice other U.S. and foreign anti-corruption Laws that Parent or its Subsidiaries is in violation of any Law are applicable to Parent or any of its Subsidiaries or any Permit, except for such violations that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. There are no Actions pending, threatened in writing orSubsidiaries; (ii) has not, to the Knowledge knowledge of Parent, otherwise threatened that would reasonably be expected to result in the revocation, withdrawal, suspension, non-renewal, termination, revocation, or adverse modification or limitation been given written notice by any Governmental Entity of any facts which, if true, would constitute a violation of the FCPA or any other U.S. or foreign anti-corruption Laws by any such Permitperson; and (iii) to the knowledge of Parent, except is not being (and has not been) investigated by any Governmental Entity except, in each case of the foregoing clauses (i) through (iii), as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Compliance with Law; Permits. (a) Parent and its Subsidiaries are, and since March 30, 2014 have been since December 31been, 2018 in compliance with and not in default under or in violation of any Law all applicable to Parent and its Subsidiaries, Laws except where such non-compliance, default or violation would compliance has not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Parent had and its Subsidiaries are in possession of all Permits necessary for Parent and Parent’s Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (such Permits, the “Parent Permits”), except where the failure to have any of the Parent Permits would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. All Parent Permits are in full force and effect and are not subject to any administrative or judicial proceeding that would reasonably be expected to result in modificationSince March 30, termination or revocation thereof2014, and Parent and each of its Subsidiaries is in compliance with the terms and requirements of such Parent Permit, except where the failure to be in full force and effect or in compliance or where such proceeding would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) Neither neither Parent nor any of its Subsidiaries has (i) received any written notice that Parent or, to the knowledge of Parent, oral notice from any Governmental Entity regarding any actual or its Subsidiaries is in violation of possible failure to comply with any Law applicable in any material respect or (ii) provided any notice to any Governmental Entity regarding any material violation by Parent or any of its Subsidiaries or of any Law. (b) Parent and its Subsidiaries hold all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all applicable Governmental Entities necessary for the lawful operation of the businesses of Parent and its Subsidiaries (the “Parent Permits”), and have filed all tariffs, reports, notices and other documents with all Governmental Entities necessary for Parent and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as they are now being conducted and have paid all fees and assessments due and payable in connection therewith, except where the failure to have a Parent Permit, except for to file such violations that documents or to pay such fees and assessments would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. There Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) all Parent Permits are no Actions pendingvalid and in full force and effect, threatened in writing or, and to the Knowledge knowledge of Parent, otherwise threatened are not subject to any administrative or judicial proceeding that would reasonably be expected to result in any modification, termination or revocation thereof and to the revocationknowledge of Parent, withdrawal, suspension, non-renewal, termination, revocation, as of the date of this Agreement no suspension or adverse modification or limitation cancellation of any such PermitParent Permit is threatened; and (ii) Parent and each of its Subsidiaries is in compliance with the terms and requirements of all Parent Permits. (c) Since March 30, 2014, none of Parent or its Subsidiaries, or to the knowledge of Parent, any director, officer, employee, agent or other person acting on behalf of Parent or any of its Subsidiaries has, directly or indirectly, violated or is in violation of, or is aware of any action taken that would result in a violation of, the Anti-Corruption Laws, nor, except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) used any funds of Parent or any of its Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other unlawful expenses relating to political activity; (ii) made any unlawful payment to foreign or domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of Parent or any of its Subsidiaries; (iii) established or maintained any unlawful fund of monies or other assets of Parent or any of its Subsidiaries; (iv) made any fraudulent entry on the books or records of Parent or any of its Subsidiaries; (v) made any unlawful bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful payment to any person, private or public, regardless of form, whether in money, property or services, to obtain favorable treatment in securing business to obtain special concessions for Parent or any of its Subsidiaries or to influence any act or decision of a foreign government official or other person; or (vi) engaged in any transaction or dealing in property or interests in property of, received from or made any contribution of funds, goods or services to or for the benefit of, provided any payments or material assistance to, or otherwise engage in or facilitated any transactions with a Prohibited Person. No proceeding by or before any Governmental Entity involving Parent, any Subsidiary of Parent or any Affiliate of Parent, or to the knowledge of Parent, any of their directors, officers, employees, agents or other persons acting on their behalf, with respect to any Anti-Corruption Law is pending or, to the knowledge of Parent, threatened, nor have any disclosures been submitted to any Governmental Entity with respect to violations of any Anti-Corruption Law by Parent, any Subsidiary of Parent or any Affiliate of Parent, or to the knowledge of Parent, any of their directors, officers, employees, agents or other persons acting on their behalf. (d) Since March 30, 2014, to the knowledge of Parent, each of Parent and its Subsidiaries has conducted its import and export transactions in accordance in all material respects with all applicable U.S. import, export and re-export Laws and controls and all other applicable import, export and re-export Laws and controls in other countries in which Parent or any of its Subsidiaries conducts business, including the Arms Export Control Act, the International Traffic in Arms Regulations, the Export Administration Regulations and executive orders and laws implemented by OFAC. (e) Since March 30, 2014, Parent and its Subsidiaries have obtained all material consents, orders and declarations from, provided all material notices to, and made all material filings with, all Governmental Entities required for the Export Approvals, and each of Parent and its Subsidiaries is and, since March 30, 2014, has been in compliance in all material respects with the terms of all Export Approvals. There are no pending or, to the knowledge of Parent, threatened, claims against Parent or any of its Subsidiaries with respect to such Export Approvals.

Compliance with Law; Permits. (a) Parent The Partnership and its Subsidiaries have been since December 31, 2018 are in compliance with with, and are not in default under or in violation of, any applicable federal, state, local or foreign or multinational law, statute, ordinance, rule, regulation, judgment, order, injunction, decree or agency requirement of any Law applicable to Parent Governmental Entity, including common law (collectively, “Laws” and its Subsidiarieseach, a “Law”), except where such non-compliance, default or violation would not reasonably be expected to have, individually or in the aggregate, a Parent Partnership Material Adverse Effect. Since January 1, 2020, neither the Partnership nor any of its Subsidiaries has received any written notice or other communication from any Governmental Entity regarding any actual or possible violation of, or failure to comply with, any Law, except as would not have, individually or in the aggregate, a Partnership Material Adverse Effect. (b) Parent The Partnership and its Subsidiaries are in possession of all Permits franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all applicable Governmental Entities, and all rights under any Partnership Material Contract with all Governmental Entities, and have filed all tariffs, reports, notices and other documents with all Governmental Entities necessary for Parent the Partnership and Parent’s its Subsidiaries to own, lease and operate their properties and assets or and to carry on their businesses as they are now being conducted (such Permits, the “Parent Partnership Permits”), except where the failure to have any of the Parent Partnership Permits or to have filed such tariffs, reports, notices or other documents would not reasonably be expected to have, individually or in the aggregate, a Parent Partnership Material Adverse Effect. All Parent Partnership Permits are valid and in full force and effect and are not subject to any pending administrative or judicial proceeding that would would, if determined in a manner adverse to the Partnership or its Subsidiaries, reasonably be expected to result in the adverse modification, termination suspension, termination, cancellation or revocation thereof, except where the failure to be in full force and Parent effect or any modification, suspension, termination or cancellation or revocation thereof would not have, individually or in the aggregate, a Partnership Material Adverse Effect. The Partnership and each of its Subsidiaries is in compliance with the terms and requirements of such Parent Permitall Partnership Permits, except where the failure to be in full force and effect or in compliance or where such proceeding would not reasonably be expected to have, individually or in the aggregate, a Parent Partnership Material Adverse Effect. (c) Neither Parent nor Without limiting the generality of Section 3.7(a), the Partnership, each of its Subsidiaries, and, to the knowledge of the Partnership, each joint interest owner, consultant, agent, or representative of any of the foregoing (in their respective capacities as such), (i) has not violated the U.S. Foreign Corrupt Practices Act (the “FCPA”), and any other U.S. and foreign anti-corruption Laws that are applicable to the Partnership or its Subsidiaries Subsidiaries; (ii) has received any not, to the knowledge of the Partnership, been given written notice that Parent or its Subsidiaries is in by any Governmental Entity of any facts which, if true, would constitute a violation of any Law applicable to Parent the FCPA or any other U.S. or foreign anti-corruption Laws by any such person; and (iii) to the knowledge of its Subsidiaries or the Partnership, is not being (and has not been) investigated by any PermitGovernmental Entity except, except for such violations that in each case of the foregoing clauses (i) through (iii), as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. There are no Actions pending, threatened in writing or, to the Knowledge of Parent, otherwise threatened that would reasonably be expected to result in the revocation, withdrawal, suspension, non-renewal, termination, revocation, or adverse modification or limitation of any such Permit, except as would not reasonably be expected to have, individually or in the aggregate, a Parent Partnership Material Adverse Effect.

Compliance with Law; Permits. (a) Parent and its Subsidiaries are, and since September 30, 2015 have been since December 31been, 2018 in compliance with and not in default under or in violation of any Law all applicable to Parent and its SubsidiariesLaws, except where such non-compliance, default or violation would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Parent and its Subsidiaries are in possession of all Permits necessary for Parent and Parent’s Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (such Permits, the “Parent Permits”), except where the failure to have any of the Parent Permits compliance would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. All Parent Permits are in full force and effect and are not subject to any administrative or judicial proceeding that would reasonably be expected to result in modificationSince September 30, termination or revocation thereof2015, and Parent and each of its Subsidiaries is in compliance with the terms and requirements of such Parent Permit, except where the failure to be in full force and effect or in compliance or where such proceeding would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) Neither neither Parent nor any of its Subsidiaries has (i) received any written notice that or, to the knowledge of Parent, verbal notice from any Governmental Entity regarding any actual or possible failure to comply with any Law in any material respect or (ii) provided any notice to any Governmental Entity regarding any material violation by Parent or its Subsidiaries is in violation of any Law applicable to Parent or any of its Subsidiaries or any Permit, except for such violations that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. There are no Actions pending, threatened in writing or, to the Knowledge of Parent, otherwise threatened that would reasonably be expected to result in the revocation, withdrawal, suspension, non-renewal, termination, revocation, or adverse modification or limitation of any such Permit, except Law. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent and its Subsidiaries hold all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all applicable Governmental Entities, and have filed all tariffs, reports, notices and other documents with all Governmental Entities necessary for Parent and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as currently conducted (the “Parent Permits”) and have paid all fees and assessments due and payable in connection therewith. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) all Parent Permits are valid and in full force and effect, are not subject to any administrative or judicial proceeding that would reasonably be expected to result in any modification, termination or revocation thereof and to the knowledge of Parent, no suspension or cancellation of any such Parent Permit is threatened, and (ii) Parent and each of its Subsidiaries is in compliance with the terms and requirements of all Parent Permits. (c) None of Parent or its Subsidiaries, or to the knowledge of Parent, any director, officer, employee, agent or other person acting on behalf of Parent or any of its Subsidiaries has, directly or indirectly, violated or is in violation of, or is aware of any action taken that would result in a violation of, any Anti-Corruption Laws, nor (i) used any funds of Parent or any of its Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other unlawful expenses relating to political activity; (ii) made any unlawful payment to foreign or domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of Parent or any of its Subsidiaries; (iii) established or maintained any unlawful fund of monies or other assets of Parent or any of its Subsidiaries; (iv) made any fraudulent entry on the books or records of Parent or any of its Subsidiaries; (v) made any unlawful bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful payment to any person, private or public, regardless of form, whether in money, property or services, to obtain favorable treatment in securing business to obtain special concessions for Parent or any of its Subsidiaries or to influence any act or decision of a foreign government official or other person; or (vi) engaged in any transaction or dealing in property or interests in property of, received from or made any contribution of funds, goods or services to or for the benefit of, provided any payments or material assistance to, or otherwise engage in or facilitated any transactions with a Prohibited Person. No proceeding by or before any Governmental Entity involving Parent, any Subsidiary of Parent or any Affiliate of Parent, or any of their directors, officers, employees, agents or other persons acting on their behalf, with respect to any Anti-Corruption Law is pending or, to the knowledge of Parent, threatened, nor have any disclosures been submitted to any Governmental Entity with respect to violations of any Anti-Corruption Law by any such person. (d) Since September 30, 2015, Parent and each of its Subsidiaries has conducted its import and export transactions in accordance in all material respects with all applicable U.S. import, export and re-export Laws and controls and all other applicable import, export and re-export Laws and controls in any country or jurisdiction in which Parent or any of its Subsidiaries conduct business, including the Arms Export Control Act, the International Traffic in Arms Regulations, the Export Administration Regulations and executive orders and laws implemented by OFAC. (e) Since September 30, 2015, Parent and its Subsidiaries have obtained all material consents, orders and declarations from, provided all material notices to, and made all material filings with, all Governmental Entities required for Export Approvals, and each of Parent and its Subsidiaries is and, since July 31, 2015, has been in compliance in all material respects with the terms of all Export Approvals. There are no pending or, to the knowledge of Parent, threatened, claims against Parent or any of its Subsidiaries with respect to such Export Approvals.

Compliance with Law; Permits. (a) Parent Each Buyer Entity and its Subsidiaries have been since December 31, 2018 are in compliance with with, and are not in default under or in violation of of, any Law applicable to Parent and its SubsidiariesLaws, except where such non-compliance, default or violation would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Since December 31, 2016, neither Parent nor any of its Subsidiaries has received any written notice or, to the knowledge of EnerJex Parties, other communication from any Governmental Entity regarding any actual or possible material violation of, or material failure to comply with, any Law, except as would not have, individually or in the aggregate, a Material Adverse Effect. (b) Parent EnerJex Parties and its their Subsidiaries are in possession of all Permits franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all applicable Governmental Entities, and all rights under any Material Contract with all Governmental Entities, and have filed all tariffs, reports, notices and other documents with all Governmental Entities necessary for Parent each of EnerJex Parties and Parent’s their respective Subsidiaries to own, lease and operate their properties and assets or and to carry on their businesses as they are now being conducted (such Permits, the “Parent Permits”), except where the failure to have any of the Parent Permits or to have filed such tariffs, reports, notices or other documents would not reasonably be expected to havenot, individually or in the aggregate, have a Parent Material Adverse Effect. All Parent Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that would reasonably be expected to could result in modification, termination or revocation thereof, except where the failure to be in full force and Parent effect or any modification, termination or revocation thereof would not have, individually or in the aggregate, a Material Adverse Effect. Each Buyer Entity and each of its Subsidiaries is in compliance with the terms and requirements of such all Parent PermitPermits, except where the failure to be in full force and effect or in compliance or where such proceeding would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) Neither Parent nor any of its Subsidiaries has received any written notice that Parent or its Subsidiaries is in violation of any Law applicable to Parent Since December 31, 2016, (i) no Buyer Entity or any of its Subsidiaries or any Permit, except for such violations that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. There are no Actions pending, threatened in writing ornor, to the Knowledge knowledge of Parent, any director, officer, employee, auditor, accountant or representative of either Buyer Entity or any of its Subsidiaries, has received or otherwise threatened that would reasonably be expected had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of such Buyer Entity or any material concerns from employees of such Buyer Entity or any Subsidiary of such Buyer Entity regarding questionable accounting or auditing matters with respect to result such Buyer Entity or any Subsidiary of such Buyer Entity, and (ii) to the knowledge of EnerJex Parties, no attorney representing either Buyer Entity or any of its Subsidiaries, whether or not employed by such Buyer Entity or any such Subsidiary, has reported in writing evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by such Buyer Entity, any Subsidiary of such Buyer Entity or any of their respective officers, directors, employees or agents to the revocation, withdrawal, suspension, non-renewal, termination, revocationBoard of Directors of such Buyer Entity or any committee thereof, or adverse modification or limitation to the Chief Executive Officer of any such Permit, except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectBuyer Entity.

Compliance with Law; Permits. (a) Parent and each of its Subsidiaries have been are, and since December 31, 2018 2017 have been, in compliance with and are not, and since December 31, 2017 have not been, in default under or in violation of any Law applicable to Parent and its SubsidiariesLaw, except where such non-compliance, default or violation would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Since December 31, 2017, neither Parent nor any of its Subsidiaries has received any written notice or, to the knowledge of Parent, other communication from any Governmental Entity regarding any actual or possible violation of, or failure to comply with, any Law, except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Parent and its Subsidiaries are in possession of all Permits franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of any Governmental Entity, and all rights under any Parent Material Contract with any Governmental Entity, necessary for Parent and Parent’s its Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (such Permits, the “Parent Permits”), except where the failure to have any of the Parent Permits would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. All Parent Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that would reasonably be expected to result in modification, termination or revocation thereof, and Parent and each of its Subsidiaries is in compliance with the terms and requirements of such Parent Permiteffect, except where the failure to be in full force and effect would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent is, and each of its Subsidiaries is, in compliance or in all respects with the terms and requirements of such Parent Permits, except where such proceeding the failure to be in compliance would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) Neither Parent nor any of its Subsidiaries has received any written notice that Parent or its Subsidiaries is in violation of any Law applicable to Parent or any of its Subsidiaries or any Permit, except for such violations that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. There are no Actions pending, threatened in writing or, to the Knowledge of Parent, otherwise threatened that would reasonably be expected to result in the revocation, withdrawal, suspension, non-renewal, termination, revocation, or adverse modification or limitation of any such Permit, except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Compliance with Law; Permits. (a) Parent and its Subsidiaries are, and since January 1, 2011 have been since December 31been, 2018 in compliance with and not in default under or in violation of any Law all applicable to Parent and its SubsidiariesLaws, except where such non-compliance, default or violation as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectEffect on Parent. Since June 30, 2013, neither Parent nor any of its Subsidiaries has received any written notice or, to Parent’s knowledge, other communication from any Governmental Entity regarding any actual or possible failure on the part of Parent or any of its Subsidiaries to comply with any material Law applicable to their businesses, operations, properties or assets in a material respect. (b) Parent and its Subsidiaries are in possession hold all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Permits necessary applicable Governmental Entities, and have filed all tariffs, reports, notices and other documents with all Governmental Entities necessary, in each case, for Parent and Parent’s its Subsidiaries to own, lease and operate their properties and assets or and to carry on their businesses as they are now being conducted (such Permits, the “Parent Permits”)) and have paid all fees and assessments due and payable in connection therewith, in each case except where the failure to have any of the Parent Permits as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectEffect on Parent. All Parent Permits are valid and in full force and effect and effect, are not subject to any administrative or judicial proceeding that would reasonably be expected to could result in any modification, termination or revocation thereof, except where the failure to be valid or in full force and effect would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent. Parent and each of its Subsidiaries is are in compliance with the terms and requirements of such all Parent PermitPermits, except where the failure and to be in full force and effect Parent’s knowledge no suspension or in compliance or where such proceeding would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) Neither Parent nor any of its Subsidiaries has received any written notice that Parent or its Subsidiaries is in violation of any Law applicable to Parent or any of its Subsidiaries or any Permit, except for such violations that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. There are no Actions pending, threatened in writing or, to the Knowledge of Parent, otherwise threatened that would reasonably be expected to result in the revocation, withdrawal, suspension, non-renewal, termination, revocation, or adverse modification or limitation cancellation of any such PermitParent Permit is threatened, in each case except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectEffect on Parent. (c) Neither Parent nor its Subsidiaries, nor any of their directors, managers, officers, or to Parent’s knowledge their employees, agents or any other person acting for or on behalf of Parent or any of its Subsidiaries, directly or indirectly, (i) violated the Foreign Corrupt Practices Act of 1977, as amended, or violated any similar Law; or (ii) made any unlawful bribe, unlawful kickback or other unlawful payment to any person, private or public, regardless of form, whether in money, property or services, to obtain favorable treatment in securing business to obtain special concessions for Parent or any of its Subsidiaries. Neither Parent nor its Subsidiaries, nor, any of their directors, officers, or, to Parent’s knowledge their employees, agents, or any other person acting for or on behalf of Parent or its Subsidiaries is the subject of any current, pending or threatened investigation, inquiry or enforcement proceedings for violations of the Foreign Corrupt Practices Act of 1977, as amended, or any similar Law in any country in which Parent or its Subsidiaries does business. (d) Since January 1, 2011, (i) none of Parent or any Subsidiary of Parent nor, to the knowledge of Parent, any director, officer, employee, auditor, accountant or representative of Parent or any Subsidiary of Parent, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of Parent or any Subsidiary of Parent or any material complaint, allegation, assertion or claim from employees of Parent or any Subsidiary of Parent regarding questionable accounting or auditing matters with respect to Parent or any Subsidiary of Parent, and (ii) to the knowledge of Parent, no attorney representing Parent or any Subsidiary Parent, whether or not employed by Parent or any Subsidiary of Parent, has reported evidence of any material violation of state or federal banking or securities Laws, breach or violation of fiduciary duty or similar violation, relating to periods after January 1, 2011, by Parent, any Subsidiary of Parent or any of their respective officers, directors, managers, employees or agents to the Board of Directors of Parent or any committee thereof, or to the General Counsel or Chief Executive Officer of Parent.

Compliance with Law; Permits. (a) Parent and its Subsidiaries have been are, and since December 31, 2018 2012 have been, in compliance with and not in default under or in violation of any Law all applicable to Parent and its Subsidiaries, Laws except where such non-compliance, default or violation compliance would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have, a Parent Material Adverse Effect. Since December 31, 2012, neither Parent nor any of its Subsidiaries has received any written notice or, to the knowledge of Parent, other communication from any Governmental Entity, including, without limitation, any Parent Regulatory Agency, regarding any actual or possible failure to comply with any material Law in any material respect. (b) Parent and its Subsidiaries are in possession (A) hold, and have at all times since December 31, 2012 held, all franchises, grants, authorizations, licenses, permits, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Permits applicable Governmental Entities, including Parent Regulatory Agencies necessary for the lawful operation of the businesses of Parent and Parent’s its Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (such Permits, the “Parent Permits”), except where and (B) have filed all tariffs, reports, notices and other documents with all applicable Governmental Entities, including Parent Regulatory Agencies, and have paid all fees and assessments due and payable, in each case in connection with such Parent Permits, except, in the failure to have any case of the Parent Permits each of clause (A) and clause (B), as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. All Except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, (i) all Parent Permits are valid and in full force and effect effect, and are not subject to any administrative or judicial proceeding that would reasonably be expected to could result in any modification, termination or revocation thereofthereof and, to the knowledge of Parent, no suspension or cancellation of any such Parent Permit is threatened by a Governmental Entity in writing and (ii) Parent and each of its Subsidiaries is in compliance with the terms and requirements of such all Parent PermitPermits. (c) None of Parent or its Subsidiaries, or to the knowledge of Parent, any director, officer, employee, agent or other person acting on behalf of Parent or any of its Subsidiaries has violated or is in violation of the Foreign Corrupt Practices Act of 1977, as amended, or any similar Law, nor, except where the failure to be in full force and effect or in compliance or where such proceeding as would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. , (ci) Neither Parent nor used any funds of its Subsidiaries has received any written notice that Parent or its Subsidiaries is in violation of any Law applicable to Parent or any of its Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other unlawful expenses relating to political activity; (ii) made any unlawful payment to foreign or domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of Parent or any Permitof its Subsidiaries; (iii) established or maintained any unlawful fund of monies or other assets of Parent or any of its Subsidiaries; (iv) made any fraudulent entry on the books or records of Parent or any of its Subsidiaries; (v) made any unlawful bribe, except for such violations that would not reasonably be expected unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful payment to haveany person, individually private or public, regardless of form, whether in the aggregatemoney, a Parent Material Adverse Effect. There are no Actions pending, threatened in writing orproperty or services, to obtain favorable treatment in securing business to obtain special concessions for Parent or any of its Subsidiaries; or (vi) engaged in any transaction or dealing in property or interests in property of, received from or made any contribution of funds, goods or services to or for the Knowledge of Parentbenefit of, otherwise threatened that would reasonably be expected to result in the revocation, withdrawal, suspension, non-renewal, termination, revocationprovided any payments or material assistance to, or adverse modification otherwise engaged in or limitation of facilitated any such Permit, except as would not reasonably be expected to have, individually or in the aggregate, transactions with a Parent Material Adverse EffectProhibited Person.

Compliance with Law; Permits. (a) Parent Each Buyer Entity and its Subsidiaries have been since December 31, 2018 are in compliance with with, and are not in default under or in violation of of, any Law applicable to Parent and its SubsidiariesLaws, except where such non-compliance, default or violation would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Since December 31, 2012, neither Parent nor any of its Subsidiaries has received any written notice or, to the knowledge of EnerJex Parties, other communication from any Governmental Entity regarding any actual or possible material violation of, or material failure to comply with, any Law, except as would not have, individually or in the aggregate, a Material Adverse Effect. (b) Parent EnerJex Parties and its their Subsidiaries are in possession of all Permits franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all applicable Governmental Entities, and all rights under any Material Contract with all Governmental Entities, and have filed all tariffs, reports, notices and other documents with all Governmental Entities necessary for Parent each of EnerJex Parties and Parent’s their respective Subsidiaries to own, lease and operate their properties and assets or and to carry on their businesses as they are now being conducted (such Permits, the “"Parent Permits”Permits "), except where the failure to have any of the Parent Permits or to have filed such tariffs, reports, notices or other documents would not reasonably be expected to havenot, individually or in the aggregate, have a Parent Material Adverse Effect. All Parent Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that would reasonably be expected to could result in modification, termination or revocation thereof, except where the failure to be in full force and Parent effect or any modification, termination or revocation thereof would not have, individually or in the aggregate, a Material Adverse Effect. Each Buyer Entity and each of its Subsidiaries is in compliance with the terms and requirements of such all Parent PermitPermits, except where the failure to be in full force and effect or in compliance or where such proceeding would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) Neither Parent nor any of its Subsidiaries has received any written notice that Parent or its Subsidiaries is in violation of any Law applicable to Parent Since December 31, 2012, (i) no Buyer Entity or any of its Subsidiaries or any Permit, except for such violations that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. There are no Actions pending, threatened in writing ornor, to the Knowledge knowledge of Parent, any director, officer, employee, auditor, accountant or representative of either Buyer Entity or any of its Subsidiaries, has received or otherwise threatened that would reasonably be expected had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of such Buyer Entity or any material concerns from employees of such Buyer Entity or any Subsidiary of such Buyer Entity regarding questionable accounting or auditing matters with respect to result such Buyer Entity or any Subsidiary of such Buyer Entity, and (ii) to the knowledge of EnerJex Parties, no attorney representing either Buyer Entity or any of its Subsidiaries, whether or not employed by such Buyer Entity or any such Subsidiary, has reported in writing evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by such Buyer Entity, any Subsidiary of such Buyer Entity or any of their respective officers, directors, employees or agents to the revocation, withdrawal, suspension, non-renewal, termination, revocationBoard of Directors of such Buyer Entity or any committee thereof, or adverse modification or limitation to the Chief Executive Officer of any such Permit, except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectBuyer Entity.

Compliance with Law; Permits. (a) Parent and its Subsidiaries have been since December 31, 2018 are in compliance with with, and are not in default under or in violation of of, any Law applicable to Parent and its SubsidiariesLaw, except where such non-compliance, default or violation would not reasonably be expected have, individually or in the aggregate, a Parent Material Adverse Effect. Since December 31, 2020, neither Parent nor any of its Subsidiaries has received any written notice or, to Parent’s knowledge, other communication from any Governmental Entity regarding any actual or possible violation of, or failure to comply with, any Law, except as would not have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Parent and its Subsidiaries are in possession of all Permits franchises, grants, authorizations, licenses, concessions, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, financial assurance instruments, qualifications and registrations and Orders of all applicable Governmental Entities necessary for Parent and Parent’s its Subsidiaries to own, lease and operate their properties and assets or and to carry on their businesses as they are now being conducted (such the “Parent Permits” and, together with the Company Permits, the “Parent Permits”)) and have filed all necessary tariffs, reports, notices and other documents with all Governmental Entities, in each case, except where the failure to have any of the such Parent Permits or to have filed such tariffs, reports, notices or other documents would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. All Parent Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that would could reasonably be expected to result in modification, termination or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof would not have, individually or in the aggregate, a Parent Material Adverse Effect. Parent and each of its Subsidiaries is in compliance with the terms and requirements of such all material Parent PermitPermits, except where the failure to be in full force and effect or in compliance or where such proceeding would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) Neither Except as set forth in Section 4.6 of the Parent nor any of its Subsidiaries has received any written notice that Parent Disclosure Schedule, each drilling unit owned or its Subsidiaries is in violation of any Law applicable to leased by Parent or any of its Subsidiaries which is subject to classification is in class and free of suspension or any Permitcancellation to class, except for such violations that would not reasonably be expected to have, individually or in and is registered under the aggregate, a Parent Material Adverse Effect. There are no Actions pending, threatened in writing or, to the Knowledge flag of Parent, otherwise threatened that would reasonably be expected to result in the revocation, withdrawal, suspension, non-renewal, termination, revocation, or adverse modification or limitation of any such Permit, except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectits flag jurisdiction.