Common use of Compliance with Laws; Permits Clause in Contracts

Compliance with Laws; Permits. (a) Parent and the Parent Subsidiaries are, and since January 1, 2012 have been, in compliance with all Laws applicable to Parent and the Parent Subsidiaries, except where such non-compliance 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 the Parent Subsidiaries has received any written notice or, to the knowledge of Parent, other communication from any Governmental Entity regarding any material violation of, or material failure to comply with, any Law. (b) Parent and the Parent Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for Parent and the Parent Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (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. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) all Parent Permits are in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof and (ii) Parent and each Parent Subsidiary is in compliance with the terms and requirements of all Parent Permits.

Compliance with Laws; Permits. (a) Parent and the Parent its Subsidiaries are, and since January 1the later of December 31, 2012 2013 and their respective dates of incorporation, formation or organization, have been, in compliance with all Laws and are not in default under or in violation of any applicable to Parent and the Parent SubsidiariesLaw, except where such non-compliance compliance, default or violation has not had and 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 the Parent Subsidiaries has received any written notice or, to the knowledge of Parent, other communication from any Governmental Entity regarding any material violation of, or material failure to comply with, any Law. (b) Parent and the Parent its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity Permits necessary for Parent and the Parent its Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (collectively, the “Parent Permits”), except where the failure to have any of the Parent Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Except as All Parent Permits are in full force and effect, except where the failure to be in full force and effect has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) all . No suspension or cancellation of any of the Parent Permits is pending or, to the knowledge of Parent, threatened in writing, except where such suspension or cancellation has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent and its Subsidiaries are not, and since December 31, 2013 have not been, in full force violation or breach of, or default under, any Parent Permit, except where such violation, breach or default has not had and effect would not reasonably be expected to 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 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 Authority 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 have not had and are would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. The Parent Permits will not be subject to any administrative or judicial proceeding that could result in suspension, modification, termination revocation or revocation thereof non-renewal as a result of the execution and (ii) delivery of this Agreement or the consummation of the transactions contemplated hereby, except, in each case, as would not, individually or in the aggregate, have a Parent and each Material Adverse Effect. No Proceeding is pending or, to the knowledge of Parent, threatened with respect to any alleged failure by Parent Subsidiary is or any of its Subsidiaries to have any material Permit necessary for the operation of any asset or the conduct of their businesses or to be in compliance with therewith, except, in each case, as would not, individually or in the terms and requirements of all aggregate, have a Parent PermitsMaterial Adverse Effect.

Compliance with Laws; Permits. (a) Parent SXE and the Parent its Subsidiaries are, and since January 1the later of December 31, 2012 2014 and their respective dates of incorporation, formation or organization have been, in compliance with all Laws and are not in default under or in violation of any applicable federal, state, local or foreign or provincial law, statute, tariff, ordinance, rule, regulation, judgment, order, injunction, stipulation, determination, award or decree or agency requirement of or undertaking to Parent any Governmental Authority, including common law (collectively, “Laws” and the Parent Subsidiarieseach, a “Law”), except where such non-compliance compliance, default or violation would not reasonably be expected to have, individually or in the aggregate, a Parent SXE Material Adverse Effect. Since January 1, 2012, neither Parent nor any of the Parent Subsidiaries has received any written notice or, to the knowledge of Parent, other communication from any Governmental Entity regarding any material violation of, or material failure to comply with, any Law. (b) Parent SXE and the Parent its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity Permits (including Environmental Permits) necessary for Parent SXE and the Parent its Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Parent SXE Permits”), except where the failure to have any of the Parent SXE Permits would not reasonably be expected to have, individually or in the aggregate, a Parent SXE Material Adverse Effect. Except as All SXE Permits are in full force and effect, 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 SXE Material Adverse Effect. No suspension or cancellation of any of the SXE Permits is pending or, to the Knowledge of SXE, threatened, except where such suspension or cancellation would not have, individually or in the aggregate, a SXE Material Adverse Effect. SXE and its Subsidiaries are not, and since December 31, 2014 have not been, in violation or breach of, or default under, any SXE Permit, except where such violation, breach or default would not have, individually or in the aggregate, a SXE Material Adverse Effect. As of the date of this Agreement, to the Knowledge of SXE, no event or condition has occurred or exists which would result in a violation of, breach, default or loss of a benefit under, or acceleration of an obligation of SXE or any of its Subsidiaries under, any SXE Permit, or has caused (or would cause) an applicable Governmental Authority to fail or refuse to issue, renew or extend any SXE 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 SXE Material Adverse Effect. (c) Without limiting the generality of Section 3.8(a), SXE, each of its Subsidiaries, and, to the Knowledge of SXE, each joint venture partner, joint interest owner, consultant, agent, or representative of any of the foregoing (in their respective capacities as such), (i) all Parent Permits has not violated the U.S. Foreign Corrupt Practices Act, and any other U.S. and foreign anti-corruption Laws that are in full force and effect and are not subject applicable to any administrative SXE or judicial proceeding that could result in modification, termination or revocation thereof and its Subsidiaries; (ii) Parent has not, to the Knowledge of SXE, been given written notice by any Governmental Authority of any facts which, if true, would constitute a violation of the U.S. Foreign Corrupt Practices Act or any other U.S. or foreign anti-corruption Laws by any such person; and (iii) to the Knowledge of SXE, is not being (and has not been) investigated by any Governmental Authority except, in each Parent Subsidiary is case of the foregoing clauses (i) through (iii), as would not have, individually or in compliance with the terms and requirements of all Parent Permitsaggregate, a SXE Material Adverse Effect.

Compliance with Laws; Permits. (a) Parent and the Parent its Subsidiaries are, and since January 1the later of December 31, 2012 and their respective dates of incorporation, formation or organization have been, in compliance with all Laws and are not in default under or in violation of any applicable to Parent and the Parent SubsidiariesLaws, except where such non-compliance 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 the Parent Subsidiaries has received any written notice or, to the knowledge of Parent, other communication from any Governmental Entity regarding any material violation of, or material failure to comply with, any Law. (b) Parent and the Parent its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity Permits (including Environmental Permits) necessary for Parent and the Parent its Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Parent Permits”), except where the failure to have any of the Parent Permits would not reasonably have, individually or in the aggregate, a Parent Material Adverse Effect. All Parent Permits are in full force and effect, except where the failure to be expected in full force and effect would not have, individually or in the aggregate, a Parent Material Adverse Effect. No suspension or cancellation of any of Parent Permits is pending or, to the Knowledge of Parent, threatened, except where such suspension or cancellation would not have, individually or in the aggregate, a Parent Material Adverse Effect. Parent and its Subsidiaries are not, and since December 31, 2012 have not been, in violation or breach of, or default under, any Parent Permit, except where such violation, breach or default would not have, individually or in the aggregate, a Parent Material Adverse Effect. As of the date of this Agreement, to the Knowledge of Parent, no event or condition has occurred or exists which would 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 Authority 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) Without limiting the generality of Section 4.8(a), Parent, each of its Subsidiaries, and, to the Knowledge of Parent, each joint venture partner, 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, and any other U.S. and foreign anti-corruption Laws that are applicable to Parent or its Subsidiaries; (ii) has not, to the Knowledge of Parent, been given written notice by any Governmental Authority of any facts which, if true, would constitute a violation of the U.S. Foreign Corrupt Practices Act or any other U.S. or foreign anti-corruption Laws by any such person; and (iii) to the Knowledge of Parent, is not being (and has not been) investigated by any Governmental Authority except, in each case of the foregoing clauses (i) through (iii), as would not have, individually or in the aggregate, a Parent Material Adverse Effect. (d) None of Parent or any of its Subsidiaries has any liabilities under the WARN Act that would have, individually or in the aggregate, a Parent Material Adverse Effect. Except as for such non-compliance which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) all Parent Permits are in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof and (ii) Parent and each Parent Subsidiary is of its Subsidiaries is, and during the two year period preceding the date of this Agreement has been, in compliance with the all applicable Laws in respect of employment and employment practices, terms and requirements conditions of all Parent Permitsemployment, wages and hours and occupational safety and health (including classifications of service providers as employees and/or independent contractors).

Compliance with Laws; Permits. (a) Parent and The members of the Parent Subsidiaries areGroup have, and since January 1, 2012 have been2017 (or since October 26, 2018 in compliance respect of Parent), complied and are now complying with all Laws (other than Federal Cannabis Laws) applicable to Parent and the Parent Subsidiariesthem or their respective Businesses, properties or assets, except where failure to comply with such non-compliance Laws would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse EffectEffect on the Parent Group, taken as a whole. Since The Parent Group has not, since January 1, 20122017 (or since October 26, neither Parent nor any 2018 in respect of the Parent Subsidiaries has Parent), received any written notice (or, to the knowledge Knowledge of Parent, other communication from any Governmental Entity oral) notice regarding any material actual or potential breach or violation of, or material failure to comply withdefault under, any Lawapplicable Law (other than Federal Cannabis Laws) by any member of the Parent Group, except in each case that would not have a Material Adverse Effect on the Parent Group, taken as a whole. To the Knowledge of Parent, there is not currently pending any internal investigation related to any actual or potential breach or violation of, or default under, any applicable Law (other than Federal Cannabis Laws) by any member of the Parent Group, except in each case that would not have a Material Adverse Effect on the Parent Group, taken as a whole. (b) Parent and All material Permits (including all Cannabis Licenses) required for the members of the Parent Subsidiaries are in possession Group to conduct the Business as currently conducted have been obtained by such member of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for Parent and the Parent Subsidiaries to ownGroup and are operational, lease valid and operate their properties in full force and assets or to carry on their businesses as they are now being conducted (the “Parent Permits”)effect, except where the failure to obtain or maintain such Permit (other than a Cannabis License) would not have any a Material Adverse Effect on the Parent Group, taken as a whole. All fees and charges due and owing with respect to such Permits as of the date of the Original Agreement have been paid in full, except where the failure to pay such fees or charges would not have a Material Adverse Effect on the Parent Group, taken as a whole. (c) Each material Permit (including each Cannabis License) held by each member of the Parent Permits would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) all Parent Permits are Group is in full force and effect (except where the failure of such Permit to be in full force and are effect would not subject have a Material Adverse Effect on the Parent Group, taken as a whole), and, as of the date of the Original Agreement and since October 26, 2018, no Governmental Authority has threatened in writing (or, to the Knowledge of Parent, orally) the suspension, revocation, cancellation or invalidation of any administrative or judicial proceeding that could result in modification, termination or revocation thereof and material Permit (iiincluding any Cannabis License) held by any member of the Parent and each Group. No member of the Parent Subsidiary Group is in compliance material default or material violation (and no event has occurred that, with notice or the terms and requirements lapse of all Parent Permitstime or both, would constitute a material default or material violation) of any term, condition or provision of any such material Permit (including any Cannabis License) to which it is a party.

Compliance with Laws; Permits. (a) Parent ETP and the Parent its Subsidiaries are, and since January 1the later of December 31, 2012 2016 and their respective dates of incorporation, formation or organization have been, in compliance with all Laws and are not in default under or in violation of any applicable federal, state, local or foreign or provincial law, statute, tariff, ordinance, rule, regulation, judgment, order, injunction, stipulation, determination, award or decree or agency requirement of or undertaking to Parent any Governmental Authority, including common law (collectively, “Laws” and the Parent Subsidiarieseach, a “Law”), except where such non-compliance 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 Parent nor any of the Parent Subsidiaries has received any written notice or, to the knowledge of Parent, other communication from any Governmental Entity regarding any material violation of, or material failure to comply with, any Law. (b) Parent ETP and the Parent its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity Permits (including Environmental Permits) necessary for Parent ETP and the Parent its Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Parent ETP Permits”), except where the failure to have any of the Parent ETP Permits would not reasonably be expected to have, individually or in the aggregate, a Parent an ETP Material Adverse Effect. Except as All ETP Permits are in full force and effect, 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 an ETP Material Adverse Effect. No suspension or cancellation of any of the ETP Permits is pending or, to the Knowledge of ETP, threatened, except where such suspension or cancellation would not have, individually or in the aggregate, an ETP Material Adverse Effect. ETP and its Subsidiaries are not, and since December 31, 2016 have not been, in violation or breach of, or default under, any ETP Permit, except where such violation, breach or default would not have, individually or in the aggregate, an ETP Material Adverse Effect. As of the date of this Agreement, to the Knowledge of ETP, no event or condition has occurred or exists which would result in a violation of, breach, default or loss of a benefit under, or acceleration of an obligation of ETP or any of its Subsidiaries under, any ETP Permit, or has caused (or would cause) an applicable Governmental Authority to fail or refuse to issue, renew or extend any ETP 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, an ETP Material Adverse Effect. (c) Without limiting the generality of Section 3.8(a), ETP, each of its Subsidiaries, and, to the Knowledge of ETP, each joint venture partner, joint interest owner, consultant, agent, or representative of any of the foregoing (in their respective capacities as such), (i) all Parent Permits has not violated the U.S. Foreign Corrupt Practices Act (the “FCPA”), and any other U.S. and foreign anti-corruption Laws that are in full force and effect and are not subject applicable to any administrative ETP or judicial proceeding that could result in modification, termination or revocation thereof and its Subsidiaries; (ii) Parent has not, to the Knowledge of ETP, been given written notice by any Governmental Authority 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 person; and (iii) to the Knowledge of ETP, is not being (and has not been) investigated by any Governmental Authority except, in each Parent Subsidiary is case of the foregoing clauses (i) through (iii), as would not have, individually or in compliance with the terms and requirements of all Parent Permitsaggregate, an ETP Material Adverse Effect.

Compliance with Laws; Permits. (a) Except for instances of non-compliance that, individually or in the aggregate, would not have a Parent Material Adverse Effect, Parent and the Parent its Subsidiaries are, and since January 1, 2012 2011 have been, in compliance with all Laws applicable to Parent and the Parent or any of its Subsidiaries, except where such non-compliance would not reasonably be expected including all laws relating to havethe collection of debts. Except for instances that, individually or in the aggregate, would not have a Parent Material Adverse Effect. Since , since January 1, 20122011, neither Parent nor any of the Parent its Subsidiaries has (i) received any written notice orof any administrative, civil or criminal investigation or audit by any Governmental Authority relating to the knowledge Parent or any of Parentits Subsidiaries, other communication (ii) received any written notice from any Governmental Entity Authority alleging or relating to a possible violation by Parent or any of its Subsidiaries of any applicable Law, or (iii) provided any written notice to any Governmental Authority regarding any material violation ofby Parent or any of its Subsidiaries of any applicable Law, and no such notice referred to in clause (i), (ii) or material failure to comply with, any Law(iii) of this Section 4.8 remains outstanding or unresolved as of the date of this Agreement. (b) Except as would not have a Parent Material Adverse Effect, Parent and the Parent each of its Subsidiaries are hold, and are, and since January 1, 2011 have been, in possession of compliance with, all licenses, franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders authorizations from Governmental Authorities required by Law for the conduct of any Governmental Entity necessary for Parent and the Parent Subsidiaries to own, lease and operate their properties and assets or to carry on their respective businesses as they are now being conducted (the collectively, “Parent Permits”). There has occurred no violation of, default (with or without notice or lapse of time or both) under or event giving to others any right of revocation, non-renewal, adverse modification or cancellation of, with or without notice or lapse of time or both, any such Parent Permit, nor would any such revocation, non-renewal, adverse modification or cancellation result from the consummation of the Transactions, and no suspension or cancellation of any such Parent Permits is pending or, to the Knowledge of Parent, threatened, except where the failure to have any of the Parent Permits for such noncompliance, suspensions or cancellations that would not reasonably be expected to havehave a Parent Material Adverse Effect. Except for instances that, individually or in the aggregate, a Parent Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect, neither Parent nor any of its Subsidiaries has received any written notice from any Governmental Authority regarding (ia) all any violation by Parent or any of its Subsidiaries of any Parent Permits are in full force and effect and are not subject or the failure to have any administrative or judicial proceeding that could result in modification, termination or revocation thereof and (ii) Parent and each Parent Subsidiary is in compliance with the terms and requirements of all required Parent Permits, or (b) any revocation, cancellation or termination of any Parent Permits held by Parent or any of its Subsidiaries, and no such notice in either case remains outstanding or unresolved as of the date of this Agreement.

Compliance with Laws; Permits. (a) Parent ETE and the Parent its Subsidiaries are, and since January 1the later of December 31, 2012 2016 and their respective dates of incorporation, formation or organization have been, in compliance with all Laws and are not in default under or in violation of any applicable to Parent and the Parent SubsidiariesLaws, except where such non-compliance compliance, default or violation would not reasonably be expected to have, individually or in the aggregate, a Parent an ETE Material Adverse Effect. Since January 1, 2012, neither Parent nor any of the Parent Subsidiaries has received any written notice or, to the knowledge of Parent, other communication from any Governmental Entity regarding any material violation of, or material failure to comply with, any Law. (b) Parent ETE and the Parent its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity Permits (including Environmental Permits) necessary for Parent ETE and the Parent its Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Parent ETE Permits”), except where the failure to have any of the Parent ETE Permits would not reasonably be expected to have, individually or in the aggregate, a Parent an ETE Material Adverse Effect. Except as All ETE Permits are in full force and effect, 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 an ETE Material Adverse Effect. No suspension or cancellation of any of ETE Permits is pending or, to the Knowledge of ETE, threatened, except where such suspension or cancellation would not have, individually or in the aggregate, an ETE Material Adverse Effect. ETE and its Subsidiaries are not, and since December 31, 2016 have not been, in violation or breach of, or default under, any ETE Permit, except where such violation, breach or default would not have, individually or in the aggregate, an ETE Material Adverse Effect. As of the date of this Agreement, to the Knowledge of ETE, no event or condition has occurred or exists which would result in a violation of, breach, default or loss of a benefit under, or acceleration of an obligation of ETE or any of its Subsidiaries under, any ETE Permit, or has caused (or would cause) an applicable Governmental Authority to fail or refuse to issue, renew or extend any ETE 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, an ETE Material Adverse Effect. (c) Without limiting the generality of Section 4.8(a), ETE, each of its Subsidiaries, and, to the Knowledge of ETE, each joint venture partner, joint interest owner, consultant, agent or representative of any of the foregoing (in their respective capacities as such), (i) all Parent Permits has not violated the FCPA, and any other U.S. and foreign anti-corruption Laws that are in full force and effect and are not subject applicable to any administrative ETE or judicial proceeding that could result in modification, termination or revocation thereof and its Subsidiaries; (ii) Parent has not, to the Knowledge of ETE, been given written notice by any Governmental Authority 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 person; and (iii) to the Knowledge of ETE, is not being (and has not been) investigated by any Governmental Authority except, in each Parent Subsidiary is case of the foregoing clauses (i) through (iii), as would not have, individually or in compliance with the terms and requirements of all Parent Permitsaggregate, an ETE Material Adverse Effect.

Compliance with Laws; Permits. (a) Parent and the Parent its Subsidiaries are, and since January 1the later of December 31, 2012 2010 and their respective dates of incorporation, formation or organization have been, in compliance with all Laws and are not in default under or in violation of any applicable to Parent and the Parent SubsidiariesLaws, except where such non-compliance 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 the Parent Subsidiaries has received any written notice or, to the knowledge of Parent, other communication from any Governmental Entity regarding any material violation of, or material failure to comply with, any Law. (b) Parent and the Parent its Subsidiaries are in possession of all franchises, tariffs, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity Authority necessary for Parent and the Parent its Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (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. Except as All Parent Permits are in full force and effect, 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, (i) all . No suspension or cancellation of any of Parent Permits is pending or, to the Knowledge of the Parent Entities, threatened, except where such suspension or cancellation would not have, individually or in the aggregate, a Parent Material Adverse Effect. Parent and its Subsidiaries are not, and since December 31, 2010 have not been, in full force and effect and are violation or breach of, or default under, any Parent Permit, except where such violation, breach or default would not subject have, individually or in the aggregate a Parent Material Adverse Effect. As of the date of this Agreement, to any administrative the Knowledge of Parent, no event or judicial proceeding that could condition has occurred or exists which would result in modificationa violation of, termination breach, default or revocation thereof and loss of a benefit under, or acceleration of an obligation of Parent or any of its Subsidiaries under, any Parent Permit or has caused (iior would cause) an applicable Government Authority to fail or refuse to issue, renew or extend any Parent and 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 Subsidiary is in compliance with the terms and requirements of all Parent PermitsMaterial Adverse Effect.

Compliance with Laws; Permits. Except as would not have a Parent Material Adverse Effect, (a) each of Parent and the Parent its Subsidiaries are, is and has been since January June 1, 2012 have been, in compliance with all Laws and not in violation of any Applicable Law applicable to Parent or such Subsidiary or Contract to which a Governmental Authority (other than in its capacity as a customer of Parent or any of its Subsidiaries or otherwise in its capacity as a commercial actor) and Parent or such Subsidiary is a party or by which any of the assets or properties of Parent or any of its Subsidiaries is bound or Permit that is held by Parent or any of its Subsidiaries that is material to Parent and its Subsidiaries, taken as a whole (a “Parent Material Permit”) and (b) since June 1, 2012 through the date of this Agreement, none of Parent or any of its Subsidiaries has received written notice alleging any violations of any Applicable Law, Parent Material Permit or Contract with a Governmental Authority (other than in its capacity as a customer of Parent or any of its Subsidiaries or otherwise in its capacity as a commercial actor) applicable to Parent or any such Subsidiary or by which any of their respective assets or properties are bound. Each of Parent and its Subsidiaries holds all Parent Material Permits and all such Permits are valid and in full force and effect, except where for such non-compliance Parent Material Permits the failure of which to hold or to be valid or in full force and effect would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. Since January June 1, 20122012 through the date of this Agreement, neither none of Parent nor or any of the Parent its Subsidiaries has received any written notice orof any Proceeding before any Governmental Authority threatening the validity, revocation, withdrawal, suspension, cancellation or modification of such Parent Material Permits, and no such Proceeding before any Governmental Authority is pending or to the knowledge Knowledge of Parent, other communication from threatened against Parent or any Governmental Entity regarding any material violation of, or material failure to comply with, any Law. (b) Parent and the Parent Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for Parent and the Parent Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Parent Permits”)its Subsidiaries, except where the failure to have any of the for such Parent Material Permits that if invalid, revoked, withdrawn, suspended, cancelled or modified would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. Except as would not reasonably Notwithstanding anything contained in this Section 6.9, no representation or warranty shall be expected deemed to havebe made in this Section 6.9 in respect of the matters referenced in Section 6.11, individually Section 6.15, or Section 6.17, or in the aggregate, a Parent Material Adverse Effect, (i) all Parent Permits are in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof and (ii) Parent and each Parent Subsidiary is in compliance with the terms and requirements respect of all Parent PermitsTax law matters.

Compliance with Laws; Permits. (a) Parent AMID and the Parent its Subsidiaries are, and since January 1the later of December 31, 2012 2013 and their respective dates of incorporation, formation or organization have been, in compliance with all Laws and are not in default under or in violation of any applicable to Parent and the Parent SubsidiariesLaws, except where such non-compliance compliance, default or violation would not reasonably be expected to have, individually or in the aggregate, a Parent an AMID Material Adverse Effect. Since January 1, 2012, neither Parent nor any of the Parent Subsidiaries has received any written notice or, to the knowledge of Parent, other communication from any Governmental Entity regarding any material violation of, or material failure to comply with, any Law. (b) Parent AMID and the Parent its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity Permits (including Environmental Permits) necessary for Parent AMID and the Parent its Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Parent AMID Permits”), except where the failure to have any of the Parent AMID Permits would not reasonably be expected to have, individually or in the aggregate, a Parent an AMID Material Adverse Effect. Except as All AMID Permits are in full force and effect, 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 an AMID Material Adverse Effect. No suspension or cancellation of any of AMID Permits is pending or, to the Knowledge of AMID, threatened, except where such suspension or cancellation would not have, individually or in the aggregate, an AMID Material Adverse Effect. AMID and its Subsidiaries are not, and since December 31, 2013 have not been, in violation or breach of, or default under, any AMID Permit, except where such violation, breach or default would not have, individually or in the aggregate, an AMID Material Adverse Effect. As of the date of this Agreement, to the Knowledge of AMID, no event or condition has occurred or exists which would result in a violation of, breach, default or loss of a benefit under, or acceleration of an obligation of AMID or any of its Subsidiaries under, any AMID Permit, or has caused (or would cause) an applicable Governmental Authority to fail or refuse to issue, renew or extend any AMID 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, an AMID Material Adverse Effect. (c) Without limiting the generality of Section 4.8(a), AMID, each of its Subsidiaries, and, to the Knowledge of AMID, each joint venture partner, joint interest owner, consultant, agent, or representative of any of the foregoing (in their respective capacities as such), (i) all Parent Permits has not violated the U.S. Foreign Corrupt Practices Act, and any other U.S. and foreign anti-corruption Laws that are in full force and effect and are not subject applicable to any administrative AMID or judicial proceeding that could result in modification, termination or revocation thereof and its Subsidiaries; (ii) Parent has not, to the Knowledge of AMID, been given written notice by any Governmental Authority of any facts which, if true, would constitute a violation of the U.S. Foreign Corrupt Practices Act or any other U.S. or foreign anti-corruption Laws by any such person; and (iii) to the Knowledge of AMID, is not being (and has not been) investigated by any Governmental Authority except, in each Parent Subsidiary is case of the foregoing clauses (i) through (iii), as would not have, individually or in compliance with the terms and requirements of all Parent Permitsaggregate, an AMID Material Adverse Effect.

Compliance with Laws; Permits. (a) From the Parent Reference Date through the Agreement Date, Parent and each of its Subsidiaries has been in compliance in all material respects with Applicable Law. From the Parent Subsidiaries are, and since January 1, 2012 have been, in compliance with all Laws applicable to Parent and Reference Date through the Parent Subsidiaries, except where such non-compliance would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Since January 1, 2012Agreement Date, neither Parent nor any of the Parent Subsidiaries material Subsidiary has received any written notice or, to from a Governmental Authority alleging that Parent or such Subsidiary was not in compliance in any material respect with Applicable Law in respect of Parent or such Subsidiary. To the knowledge Knowledge of Parent, other communication Parent and its Subsidiaries currently have all material permits, licenses, variances, registrations, exemptions, Orders, consents and approvals from any Governmental Entity regarding any material violation of, or material failure to comply with, any Law. (b) Authority necessary for the lawful operating of the businesses of Parent and the Parent each of its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for Parent and the Parent Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Parent Permits”), except where the failure to have . Neither Parent nor any of its Subsidiaries is in material default or violation (and no event has occurred that, with notice or the lapse of time or both, would constitute a material default or violation) of any term, condition or provision of any material Parent Permit. Each of Parent and its Subsidiaries is, and has at all times since the Parent Permits Reference Date been, in compliance in all material respects with the terms of all Parent Permits, and no event has occurred that, to the Knowledge of Parent, would not reasonably be expected to have, individually or result in the aggregaterevocation, a cancellation, non-renewal or adverse modification of any Parent Material Adverse Effect. Except Permit except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, . (ib) all No investigation or review by any Governmental Authority with respect to Parent Permits are or any of its Subsidiaries has been closed in full force and effect and are not subject the past three years that would reasonably be expected to have a Parent Material Adverse Effect on Parent or any administrative or judicial proceeding that could result in modification, termination or revocation thereof and (ii) Parent and each Parent Subsidiary is in compliance with the terms and requirements of all Parent Permitsits Subsidiaries.

Compliance with Laws; Permits. (a) Parent and the Parent its Subsidiaries are, and since January 1the later of December 31, 2012 2013 and their respective dates of incorporation, formation or organization, have been, in compliance with all Laws and are not in default under or in violation of any applicable to Parent and the Parent SubsidiariesLaw, except where such non-compliance compliance, default or violation has not had and 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 the Parent Subsidiaries has received any written notice or, to the knowledge of Parent, other communication from any Governmental Entity regarding any material violation of, or material failure to comply with, any Law. (b) Parent and the Parent its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity Permits necessary for Parent and the Parent its Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (collectively, the “Parent Permits”), except where the failure to have any of the Parent Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Except as All Parent Permits are in full force and effect, except where the failure to be in full force and effect has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. No suspension or cancellation of any of the Parent Permits is pending or, to the knowledge of Parent, threatened in writing, except where such suspension or cancellation has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent and its Subsidiaries are not, and since December 31, 2013 have not been, in violation or breach of, or default under, any Parent Permit, except where such violation, breach or default has not had and would not reasonably be expected to 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 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 Authority 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 have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. The Parent Permits will not be subject to suspension, modification, revocation or non-renewal as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except, in each case, as would not, individually or in the aggregate, have a Parent Material Adverse Effect. No Proceeding is pending or, to the knowledge of Parent, threatened with respect to any alleged failure by Parent or any of its Subsidiaries to have any material Permit necessary for the operation of any asset or the conduct of their businesses or to be in compliance therewith, except, in each case, as would not, individually or in the aggregate, have a Parent Material Adverse Effect. (c) Without limiting the generality of Section 5.8(a), none of Parent, its Subsidiaries, nor, to the knowledge of Parent, any consultant, agent or representative of any of the foregoing (in their respective capacities as such), (i) all has violated the U.S. Foreign Corrupt Practices Act, and any other U.S. and foreign anti-corruption Laws that are applicable to Parent Permits are in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof and its Subsidiaries; (ii) has, to the knowledge of Parent, been given written notice by any Governmental Authority of any facts which, if true, would constitute a violation of the U.S. Foreign Corrupt Practices Act or any other U.S. or foreign anti-corruption Laws by any such person; and (iii) to the knowledge of Parent, is being (and has not been) investigated by any Governmental Authority except, in each case of the foregoing clauses (i) through (iii), as would not have, individually or in the aggregate, a Parent and each Parent Subsidiary is in compliance with the terms and requirements of all Parent PermitsMaterial Adverse Effect.

Compliance with Laws; Permits. (a) Parent and the Parent its Subsidiaries are, and since January 1the later of December 31, 2012 2013 and their respective dates of incorporation, formation or organization have been, in compliance with all Laws and are not in default under or in violation of any applicable to Parent and the Parent SubsidiariesLaws, except where such non-compliance 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 the Parent Subsidiaries has received any written notice or, to the knowledge of Parent, other communication from any Governmental Entity regarding any material violation of, or material failure to comply with, any Law. (b) Parent and the Parent its Subsidiaries are in possession of all franchises, tariffs, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity Authority necessary for Parent and the Parent its Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (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. Except as All Parent Permits are in full force and effect, 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. No suspension or cancellation of any of Parent Permits is pending or, to the Knowledge of Parent, threatened, except where such suspension or cancellation would not have, individually or in the aggregate, a Parent Material Adverse Effect. Parent and its Subsidiaries are not, and since December 31, 2013 have not been, in violation or breach of, or default under, any Parent Permit, except where such violation, breach or default would not have, individually or in the aggregate a Parent Material Adverse Effect. As of the date of this Agreement, to the Knowledge of Parent, no event or condition has occurred or exists which would 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 Authority 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) Without limiting the generality of Section 4.8(a), Parent, each of its Subsidiaries, and, to the Knowledge of Parent, each joint venture partner, joint interest owner, consultant, agent, or representative of any of the foregoing (in their respective capacities as such), (i) all Parent Permits has not violated the U.S. Foreign Corrupt Practices Act, and any other U.S. and foreign anti-corruption Laws that are in full force and effect and are not subject applicable to any administrative the Partnership or judicial proceeding that could result in modification, termination or revocation thereof and its Subsidiaries; (ii) has not been given written notice by any Governmental Authority of any facts which, if true, would constitute a violation of the U.S. Foreign Corrupt Practices Act or any other U.S. or foreign anti-corruption Laws by any such person; and (iii) to the Knowledge of Parent, is not being (and has not been) investigated by any Governmental Authority except, in each case of the foregoing clauses (i) through (iii), as would not have, individually or in the aggregate, a Parent and each Parent Subsidiary is in compliance with the terms and requirements of all Parent PermitsMaterial Adverse Effect.

Compliance with Laws; Permits. (a) Parent and the Parent its Subsidiaries are, and since January 1, 2012 have been, in compliance with all Laws applicable to them, any of their properties or other assets or any of their businesses or operations, except where any such failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent and Material Adverse Effect. To the Knowledge of Parent, since January 1, 2012, no Governmental Authority has issued any notice or notification stating that Parent Subsidiariesor any of its Subsidiaries is not in compliance with any Law, except where such non-compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Parent and each of its Subsidiaries hold all Permits that are necessary for Parent and its Subsidiaries to own, lease or operate their properties and assets and to carry on their businesses as currently conducted and each of the Permits is in full force and effect, except for such Permits that the failure to hold or be in full force and effect have not had and 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 the Parent its Subsidiaries has received any written notice or, to the knowledge effect that a Governmental Authority was considering the amendment, termination, revocation or cancellation of Parentany Permit, other communication from any Governmental Entity regarding any material violation ofwhich such amendment, termination, revocation or material failure cancellation would reasonably be expected to comply withhave, any Law. (b) individually or in the aggregate, a Parent Material Adverse Effect. Each of Parent and its Subsidiaries is, and since January 1, 2012 has been, in compliance with the Parent Subsidiaries are in possession terms of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for Parent and the Parent Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Parent its Permits”), except where the failure to have any of the Parent Permits noncompliance with such Permit has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Except Neither Parent nor any of its Subsidiaries has received any written communication since January 1, 2012 from any Governmental Authority that alleges that Parent or any of its Subsidiaries is not in compliance in all material respects with, or is subject to any material liability under, any Permit that is material to Parent and its Subsidiaries taken as would a whole, or relating to the revocation or modification of any Permit that is material to Parent and its Subsidiaries taken as a whole. The consummation of the Transactions, in and of itself, will not reasonably be expected cause the revocation or cancellation of any Permit that is material to haveParent and its Subsidiaries, individually or in the aggregate, taken as a Parent Material Adverse Effectwhole. (c) With respect to each Government Contract and Government Bid, (i) each of Parent and its Subsidiaries is in compliance in all Parent Permits are in full force and effect and are not subject material respects with all requirements of Law pertaining to any administrative such Government Contract or judicial proceeding that could result in modificationGovernment Bid, termination or revocation thereof and (ii) each representation and certification executed by Parent or its Subsidiaries pertaining to such Government Contract or Government Bid was true and correct in all material respects as of its applicable date, (iii) neither Parent nor any of its Subsidiaries has submitted, directly or indirectly, to any Governmental Authority any cost or pricing data which is inaccurate or untruthful in any material respect in connection with such Government Contract or Government Bid and (iv) there is no suspension, stop work order, cure notice or show cause notice in effect for such Government Contract nor, to the Knowledge of Parent, is any Governmental Authority threatening to issue one. (d) To the Knowledge of Parent, there is no: (i) pending administrative, civil or criminal investigation, indictment, writ of information or audit of Parent, any of its Subsidiaries or any director, officer or employee of Parent or any of its Subsidiaries by any Governmental Authority with respect to any alleged or potential violation of Law regarding any Government Contract or Government Bid; (ii) pending suspension or debarment proceeding, nor any matters pending reasonably likely to lead to a suspension or debarment proceeding, against Parent, any of its Subsidiaries or any director, officer or employee of Parent or any of its Subsidiaries; or (iii) contracting officer’s decision or legal proceeding by which a Governmental Authority claims that Parent or any of its Subsidiaries is liable to a Governmental Authority, in each case, with respect to any Government Contract. Since January 1, 2012, neither Parent nor any of its Subsidiaries nor, to the Knowledge of Parent, any of Parent’s or its Subsidiaries’ directors, officers or employees has conducted or initiated any internal investigation, or made a voluntary disclosure to any Governmental Authority, with respect to any alleged misstatement or omission arising under or relating to any Government Contract or Government Bid. (e) Parent and each its Subsidiaries and their respective employees possess all government security clearances necessary to perform the Government Contracts, and all such security clearances are valid and in force and effect. To the Knowledge of Parent, none of the Representatives of Parent Subsidiary is or any of its Subsidiaries has for or on behalf of Parent: (i) made any payments or used any funds to influence transactions involving the United States government in compliance with violation of Law; (ii) failed to file any required lobbying reports pursuant to the terms and requirements Lobbying Disclosure Act of all Parent Permits1995; (iii) used any corporate or other funds or given anything of value for unlawful gratuities, contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of any applicable Law; or (iv) accepted or received any unlawful contributions, payments, expenditures or gifts.

Compliance with Laws; Permits. (a) Parent ETP and the Parent its Subsidiaries are, and since January 1the later of December 31, 2012 2014 and their respective dates of incorporation, formation or organization have been, in compliance with all Laws and are not in default under or in violation of any applicable federal, state, local or foreign or provincial law, statute, tariff, ordinance, rule, regulation, judgment, order, injunction, stipulation, determination, award or decree or agency requirement of or undertaking to Parent any Governmental Authority, including common law (collectively, “Laws” and the Parent Subsidiarieseach, a “Law”), except where such non-compliance 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 Parent nor any of the Parent Subsidiaries has received any written notice or, to the knowledge of Parent, other communication from any Governmental Entity regarding any material violation of, or material failure to comply with, any Law. (b) Parent ETP and the Parent its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity Permits (including Environmental Permits) necessary for Parent ETP and the Parent its Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Parent ETP Permits”), except where the failure to have any of the Parent ETP Permits would not reasonably be expected to have, individually or in the aggregate, a Parent an ETP Material Adverse Effect. Except as All ETP Permits are in full force and effect, 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 an ETP Material Adverse Effect. No suspension or cancellation of any of the ETP Permits is pending or, to the Knowledge of ETP, threatened, except where such suspension or cancellation would not have, individually or in the aggregate, an ETP Material Adverse Effect. ETP and its Subsidiaries are not, and since December 31, 2014 have not been, in violation or breach of, or default under, any ETP Permit, except where such violation, breach or default would not have, individually or in the aggregate, an ETP Material Adverse Effect. As of the date of this Agreement, to the Knowledge of ETP, no event or condition has occurred or exists which would result in a violation of, breach, default or loss of a benefit under, or acceleration of an obligation of ETP or any of its Subsidiaries under, any ETP Permit, or has caused (or would cause) an applicable Governmental Authority to fail or refuse to issue, renew or extend any ETP 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, an ETP Material Adverse Effect. (c) Without limiting the generality of Section 3.8(a), ETP, each of its Subsidiaries, and, to the Knowledge of ETP, each joint venture partner, joint interest owner, consultant, agent, or representative of any of the foregoing (in their respective capacities as such), (i) all Parent Permits has not violated the U.S. Foreign Corrupt Practices Act (the “FCPA”), and any other U.S. and foreign anti-corruption Laws that are in full force and effect and are not subject applicable to any administrative ETP or judicial proceeding that could result in modification, termination or revocation thereof and its Subsidiaries; (ii) Parent has not, to the Knowledge of ETP, been given written notice by any Governmental Authority 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 person; and (iii) to the Knowledge of ETP, is not being (and has not been) investigated by any Governmental Authority except, in each Parent Subsidiary is case of the foregoing clauses (i) through (iii), as would not have, individually or in compliance with the terms and requirements of all Parent Permitsaggregate, an ETP Material Adverse Effect.

Compliance with Laws; Permits. (a) Parent and the Parent its Subsidiaries are, and since January 1the later of December 31, 2012 and their respective dates of incorporation, formation or organization, have been, in compliance with all Laws and are not in default under or in violation of any applicable to Parent and the Parent SubsidiariesLaw, except where such non-compliance compliance, default or violation has not had and 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 the Parent Subsidiaries has received any written notice or, to the knowledge of Parent, other communication from any Governmental Entity regarding any material violation of, or material failure to comply with, any Law. (b) Parent and the Parent its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity Permits necessary for Parent and the Parent its Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (collectively, the “Parent Permits”), except where the failure to have any of the Parent Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Except as All Parent Permits are in full force and effect, except where the failure to be in full force and effect has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) all . No suspension or cancellation of any of the Parent Permits is pending or threatened in writing, except where such suspension or cancellation has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent and its Subsidiaries are not, and since December 31, 2012 have not been, in full force violation or breach of, or default under, any Parent Permit, except where such violation, breach or default has not had and effect and are would not subject reasonably be expected to any administrative have, individually or judicial proceeding that could 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 result in modificationa violation of, termination breach, default or revocation thereof 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 Authority 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 have not had and (ii) would not reasonably be expected to have, individually or in the aggregate, a Parent and each Parent Subsidiary is in compliance with the terms and requirements of all Parent PermitsMaterial Adverse Effect.

Compliance with Laws; Permits. (a) Parent SXL and the Parent its Subsidiaries are, and since January 1the later of December 31, 2012 2014 and their respective dates of incorporation, formation or organization have been, in compliance with all Laws and are not in default under or in violation of any applicable to Parent and the Parent SubsidiariesLaws, except where such non-compliance compliance, default or violation would not reasonably be expected to have, individually or in the aggregate, a Parent SXL Material Adverse Effect. Since January 1, 2012, neither Parent nor any of the Parent Subsidiaries has received any written notice or, to the knowledge of Parent, other communication from any Governmental Entity regarding any material violation of, or material failure to comply with, any Law. (b) Parent SXL and the Parent its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity Permits (including Environmental Permits) necessary for Parent SXL and the Parent its Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Parent SXL Permits”), except where the failure to have any of the Parent SXL Permits would not reasonably be expected to have, individually or in the aggregate, a Parent SXL Material Adverse Effect. Except as All SXL Permits are in full force and effect, 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 SXL Material Adverse Effect. No suspension or cancellation of any of SXL Permits is pending or, to the Knowledge of SXL, threatened, except where such suspension or cancellation would not have, individually or in the aggregate, a SXL Material Adverse Effect. SXL and its Subsidiaries are not, and since December 31, 2014 have not been, in violation or breach of, or default under, any SXL Permit, except where such violation, breach or default would not have, individually or in the aggregate, a SXL Material Adverse Effect. As of the date of this Agreement, to the Knowledge of SXL, no event or condition has occurred or exists which would result in a violation of, breach, default or loss of a benefit under, or acceleration of an obligation of SXL or any of its Subsidiaries under, any SXL Permit, or has caused (or would cause) an applicable Governmental Authority to fail or refuse to issue, renew or extend any SXL 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 SXL Material Adverse Effect. (c) Without limiting the generality of Section 4.8(a), SXL, each of its Subsidiaries, and, to the Knowledge of SXL, each joint venture partner, joint interest owner, consultant, agent or representative of any of the foregoing (in their respective capacities as such), (i) has not violated the FCPA, and any other U.S. and foreign anti-corruption Laws that are applicable to SXL or its Subsidiaries; (ii) has not, to the Knowledge of SXL, been given written notice by any Governmental Authority 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 person; and (iii) to the Knowledge of SXL, is not being (and has not been) investigated by any Governmental Authority except, in each case of the foregoing clauses (i) through (iii), as would not have, individually or in the aggregate, a SXL Material Adverse Effect. (d) None of SXL or any of its Subsidiaries has any liabilities under the WARN Act that would have, individually or in the aggregate, a SXL Material Adverse Effect. Except for such non-compliance which would not have, individually or in the aggregate, a SXL Material Adverse Effect, (i) all Parent Permits are in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof and (ii) Parent SXL and each Parent Subsidiary is of its Subsidiaries is, and during the two year period preceding the date of this Agreement has been, in compliance with the all applicable Laws in respect of employment and employment practices, terms and requirements conditions of all Parent Permitsemployment, wages and hours and occupational safety and health (including classifications of service providers as employees and/or independent contractors).

Compliance with Laws; Permits. (a) Parent JPE and the Parent its Subsidiaries are, and since January 1the later of December 31, 2012 2013 and their respective dates of incorporation, formation or organization have been, in compliance with all Laws and are not in default under or in violation of any applicable federal, state, local or foreign or provincial law, statute, tariff, ordinance, rule, regulation, judgment, order, injunction, stipulation, determination, award or decree or agency requirement of or undertaking to Parent any Governmental Authority, including common law (collectively, “Laws” and the Parent Subsidiarieseach, a “Law”), except where such non-compliance compliance, default or violation would not reasonably be expected to have, individually or in the aggregate, a Parent JPE Material Adverse Effect. Since January 1, 2012, neither Parent nor any of the Parent Subsidiaries has received any written notice or, to the knowledge of Parent, other communication from any Governmental Entity regarding any material violation of, or material failure to comply with, any Law. (b) Parent JPE and the Parent its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity Permits (including Environmental Permits) necessary for Parent JPE and the Parent its Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Parent JPE Permits”), except where the failure to have any of the Parent JPE Permits would not reasonably be expected to have, individually or in the aggregate, a Parent JPE Material Adverse Effect. Except as All JPE Permits are in full force and effect, 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 JPE Material Adverse Effect. No suspension or cancellation of any of the JPE Permits is pending or, to the Knowledge of JPE, threatened, except where such suspension or cancellation would not have, individually or in the aggregate, a JPE Material Adverse Effect. JPE and its Subsidiaries are not, and since December 31, 2013 have not been, in violation or breach of, or default under, any JPE Permit, except where such violation, breach or default would not have, individually or in the aggregate, a JPE Material Adverse Effect. As of the date of this Agreement, to the Knowledge of JPE, no event or condition has occurred or exists which would result in a violation of, breach, default or loss of a benefit under, or acceleration of an obligation of JPE or any of its Subsidiaries under, any JPE Permit, or has caused (or would cause) an applicable Governmental Authority to fail or refuse to issue, renew or extend any JPE 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 JPE Material Adverse Effect. (c) Without limiting the generality of Section 3.8(a), JPE, each of its Subsidiaries, and, to the Knowledge of JPE, each joint venture partner, joint interest owner, consultant, agent, or representative of any of the foregoing (in their respective capacities as such), (i) all Parent Permits has not violated the U.S. Foreign Corrupt Practices Act, and any other U.S. and foreign anti-corruption Laws that are in full force and effect and are not subject applicable to any administrative JPE or judicial proceeding that could result in modification, termination or revocation thereof and its Subsidiaries; (ii) Parent has not, to the Knowledge of JPE, been given written notice by any Governmental Authority of any facts which, if true, would constitute a violation of the U.S. Foreign Corrupt Practices Act or any other U.S. or foreign anti-corruption Laws by any such person; and (iii) to the Knowledge of JPE, is not being (and has not been) investigated by any Governmental Authority except, in each Parent Subsidiary is case of the foregoing clauses (i) through (iii), as would not have, individually or in compliance with the terms and requirements of all Parent Permitsaggregate, a JPE Material Adverse Effect.

Compliance with Laws; Permits. (a) Parent and Parent, the Parent Subsidiaries areand, to the knowledge of Parent, the Parent Joint Ventures are now and have since September 27, 2013 been in compliance with, and are not and have not since January 1September 27, 2012 have been, 2013 been in compliance with all default under or in violation of any Laws applicable to Parent and Parent, the Parent SubsidiariesSubsidiaries or, to the knowledge of Parent, the Parent Joint Ventures, or any of their respective properties or assets, except where such non-compliance compliance, default or violation has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Since January 1. (b) Parent, 2012, neither Parent nor any of the Parent Subsidiaries has received any written notice orand, to the knowledge of Parent, other communication from any Governmental Entity regarding any material violation of, or material failure to comply with, any Law. (b) Parent and the Parent Subsidiaries Joint Ventures are in possession of all franchises, grants, authorizations, establishment registrations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals approvals, clearances, permissions, qualifications and orders of any Governmental Entity Relevant Authority, and all rights under any Contract with any Relevant Authority, necessary for Parent, the Parent Subsidiaries and the Parent Subsidiaries Joint Ventures to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Parent Permits”), except where the failure to have any of the Parent Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Except as All Parent Permits are in full force and effect, except where the failure to be in full force and effect has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent, (i) all the Parent Permits Subsidiaries and, to the knowledge of Parent, the Parent Joint Ventures and their respective businesses as being conducted are in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof and (ii) Parent and each Parent Subsidiary is in compliance with the terms and requirements of all such Parent Permits, except where the failure to be in compliance would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) Notwithstanding anything contained in this Section 4.7, no representation or warranty shall be deemed to be made in this Section 4.7 in respect of the matters referenced in Section 4.23 or in respect of Tax matters.

Compliance with Laws; Permits. (a) Except as has not had or could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent and the its Subsidiaries taken as a whole: (i) Parent and its Subsidiaries are, are (and since January 1, 2012 2006 have been, ) in compliance with all Laws applicable to Parent and the Parent or any of its Subsidiaries, except where such non-any of their properties or other assets or any of their businesses or operations, (ii) Parent and each of its Subsidiaries hold all licenses, franchises, permits, certificates, approvals and authorizations from Governmental Authorities, or required by Governmental Authorities to be obtained, in each case necessary for the lawful conduct of their respective businesses (collectively, “Parent Permits”) and (iii) Parent and its Subsidiaries are (and since January 1, 2006 have been) in compliance would with the terms of all Parent Permits. (b) Except as has not reasonably be expected to havehad or could not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Since Effect on Parent and its Subsidiaries taken as a whole, since January 1, 20122006, neither Parent nor any of the Parent its Subsidiaries has received any written notice or, to the knowledge effect that a Governmental Authority (i) claimed or alleged that Parent or any of Parent, other communication from its Subsidiaries was not in compliance with all Laws applicable to Parent or any Governmental Entity regarding any material violation of, or material failure to comply withof its Subsidiaries, any Law. of their properties or other assets or any of their businesses or operations or (bii) Parent and was considering the Parent Subsidiaries are in possession of all franchisesamendment, grantstermination, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders revocation or cancellation of any Governmental Entity necessary for Parent Permit. The consummation of the Merger, in and of itself, will not cause the revocation or cancellation of any Parent Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Parent Permits”)Permit, except where the failure to have any of the Parent Permits would not reasonably be expected to havefor such revocations or cancellations that could not, individually or in the aggregate, a Parent Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect, (i) all Parent Permits are in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof and (ii) Effect on Parent and each Parent Subsidiary is in compliance with the terms and requirements of all Parent Permitsits Subsidiaries taken as a whole.

Compliance with Laws; Permits. (a) Parent The Partnership and the Parent its Subsidiaries are, and since January 1the later of December 31, 2012 2013 and their respective dates of incorporation, formation or organization have been, in compliance with all and are not in default under or in violation of any applicable federal, state, local or foreign or provincial law, statute, ordinance, rule, regulation, judgment, order, injunction, decree or agency requirement of or undertaking to any Governmental Authority, including common law (collectively, “ Laws applicable to Parent ” and the Parent Subsidiarieseach, a “ Law ”), except where such non-compliance 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, 2012, neither Parent nor any of the Parent Subsidiaries has received any written notice or, to the knowledge of Parent, other communication from any Governmental Entity regarding any material violation of, or material failure to comply with, any Law. (b) Parent The Partnership and the Parent its Subsidiaries are in possession of all franchises, tariffs, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity Authority necessary for Parent the Partnership and the Parent its Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (each, a “ Permit ” and such Permits, the “Parent Permits“ Partnership Permits ”), except where the failure to have any of the Parent Partnership Permits would not reasonably be expected to have, individually or in the aggregate, a Parent Partnership Material Adverse Effect. Except as All Partnership Permits are in full force and effect, 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 Partnership Material Adverse Effect. No suspension or cancellation of any of the Partnership Permits is pending or, to the Knowledge of the Partnership, threatened, except where such suspension or cancellation would not have, individually or in the aggregate, a Partnership Material Adverse Effect. The Partnership and its Subsidiaries are not, and since December 31, 2013 have not been, in violation or breach of, or default under, any Partnership Permit, except where such violation, breach or default would not have, individually or in the aggregate, a Partnership Material Adverse Effect. As of the date of this Agreement, to the Knowledge of the Partnership, no event or condition has occurred or exists which would result in a violation of, breach, default or loss of a benefit under, or acceleration of an obligation of the Partnership or any of its Subsidiaries under, any Partnership Permit, or has caused (or would cause) an applicable Governmental Authority to fail or refuse to issue, renew, extend, any Partnership 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 Partnership Material Adverse Effect. (c) Without limiting the generality of Section 3.8(a), the Partnership, each of its Subsidiaries, and, to the Knowledge of the Partnership, each joint venture partner, joint interest owner, consultant, agent or representative of any of the foregoing (in their respective capacities as such), (i) all Parent Permits has not violated the U.S. Foreign Corrupt Practices Act, and any other U.S. and foreign anti-corruption Laws that are in full force and effect and are not subject applicable to any administrative the Partnership or judicial proceeding that could result in modification, termination or revocation thereof and its Subsidiaries; (ii) Parent has not been given written notice by any Governmental Authority of any facts which, if true, would constitute a violation of the U.S. Foreign Corrupt Practices Act or any other U.S. or foreign anti-corruption Laws by any such person; and (iii) to the Knowledge of the Partnership, is not being (and has not been) investigated by any Governmental Authority except, in each Parent Subsidiary is case of the foregoing clauses (i) through (iii), as would not have, individually or in compliance with the terms and requirements of all Parent Permitsaggregate, a Partnership Material Adverse Effect.

Compliance with Laws; Permits. (a) Parent and the Parent its Subsidiaries are, and since January 1the later of December 31, 2012 2013 and their respective dates of incorporation, formation or organization have been, in compliance with all Laws and are not in default under or in violation of any applicable to Parent and the Parent SubsidiariesLaws, except where such non-compliance 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 the Parent Subsidiaries has received any written notice or, to the knowledge of Parent, other communication from any Governmental Entity regarding any material violation of, or material failure to comply with, any Law. (b) Parent and the Parent its Subsidiaries are in possession of all franchises, tariffs, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity Authority necessary for Parent and the Parent its Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the ““ Parent PermitsPermits ”), 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. Except as All Parent Permits are in full force and effect, 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. No suspension or cancellation of any of Parent Permits is pending or, to the Knowledge of Parent, threatened, except where such suspension or cancellation would not have, individually or in the aggregate, a Parent Material Adverse Effect. Parent and its Subsidiaries are not, and since December 31, 2013 have not been, in violation or breach of, or default under, any Parent Permit, except where such violation, breach or default would not have, individually or in the aggregate a Parent Material Adverse Effect. As of the date of this Agreement, to the Knowledge of Parent, no event or condition has occurred or exists which would 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 Authority 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) Without limiting the generality of Section 4.8(a), Parent, each of its Subsidiaries, and, to the Knowledge of Parent, each joint venture partner, joint interest owner, consultant, agent, or representative of any of the foregoing (in their respective capacities as such), (i) all Parent Permits has not violated the U.S. Foreign Corrupt Practices Act, and any other U.S. and foreign anti-corruption Laws that are in full force and effect and are not subject applicable to any administrative the Partnership or judicial proceeding that could result in modification, termination or revocation thereof and its Subsidiaries; (ii) has not been given written notice by any Governmental Authority of any facts which, if true, would constitute a violation of the U.S. Foreign Corrupt Practices Act or any other U.S. or foreign anti-corruption Laws by any such person; and (iii) to the Knowledge of Parent, is not being (and has not been) investigated by any Governmental Authority except, in each case of the foregoing clauses (i) through (iii), as would not have, individually or in the aggregate, a Parent and each Parent Subsidiary is in compliance with the terms and requirements of all Parent PermitsMaterial Adverse Effect.

Compliance with Laws; Permits. (a) Parent and the Parent its Subsidiaries areare in compliance with, and since January 1, 2012 have been, are not in compliance with all Laws applicable to Parent and the Parent Subsidiariesdefault under or in violation of any Laws, except where such non-compliance compliance, default or violation has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Since January 1, 20122018, neither Parent nor any of the Parent its Subsidiaries has received any written notice or, to the knowledge of Parent, other communication from any Governmental Entity regarding any material actual or possible violation of, or material failure to comply with, any Law, except where such violation or failure has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Parent and the Parent its Subsidiaries are in possession of all material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals approvals, clearances, permissions, qualifications and registrations and orders of all applicable Governmental Entities, and all rights under any Parent material Contract with all Governmental Entity Entities, and have filed all tariffs, reports, notices and other documents with all Governmental Entities necessary for Parent the Company and the Parent its Subsidiaries to own, lease and operate their properties and assets or and to carry on their businesses as they are now being conducted (the “Parent Permits”), except where the failure to have any of possess or file the Parent Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. 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 in all respects valid and in full force and effect and are not subject to any administrative or judicial proceeding that could would reasonably be expected to result in modification, termination or revocation thereof and (ii) thereof. Parent and each Parent Subsidiary is of its Subsidiaries are in material compliance with the terms and requirements of all Parent Permits, except where such non-compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect: (i) Parent and each of its Subsidiaries are in compliance, and have since January 1, 2018 complied, with all applicable Data Privacy Laws; (ii) neither Parent nor any of its Subsidiaries has, since January 1, 2018, received any written notice from any applicable Governmental Entity alleging any violation of applicable Data Privacy Laws by Parent, any of its Subsidiaries or, to the knowledge of Parent, any third-party service providers, outsourcers, processors or other third parties who process, store or otherwise handle Personal Data for or on behalf of Parent or any of its Subsidiaries (“Parent Data Processors”), nor has Parent or any of its Subsidiaries been threatened in writing to be charged with any such violation by any Governmental Entity; (iii) Parent and each of its Subsidiaries have, since January 1, 2018, taken commercially reasonable steps (including, as appropriate, implementing reasonable technical, physical or administrative safeguards) designed to protect Personal Data in their possession or under their control against loss and unauthorized access, use, modification or disclosure, and, to the knowledge of Parent, since January 1, 2018, there has been no incident of the same, or of the same with respect to any Personal Data maintained or otherwise processed for or on behalf of Parent or its Subsidiaries; (iv) Parent and each of its Subsidiaries have, since January 1, 2018, taken commercially reasonable steps with respect to Parent Data Processors to obligate such persons to comply in all material respects with applicable Data Privacy Laws and to take reasonable steps to protect and secure Personal Data from loss or unauthorized use, access, modification or disclosure; and (v) the execution, delivery and performance of this Agreement complies with all applicable Data Privacy Laws (including the General Data Protection Regulation (EU) 2016/679, the Data Protection Xxx 0000 (UK), and the California Consumer Protection Act) and Parent’s and each of its Subsidiaries’ applicable published policies, statements, and notices relating to privacy, data protection or information security regarding Personal Data.

Compliance with Laws; Permits. (a) Parent The Partnership and the Parent its Subsidiaries are, and since January 1the later of December 31, 2012 2013 and their respective dates of incorporation, formation or organization have been, in compliance with all Laws and are not in default under or in violation of any applicable federal, state, local or foreign or provincial law, statute, ordinance, rule, regulation, judgment, order, injunction, decree or agency requirement of or undertaking to Parent any Governmental Authority, including common law (collectively, “Laws” and the Parent Subsidiarieseach, a “Law”), except where such non-compliance 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, 2012, neither Parent nor any of the Parent Subsidiaries has received any written notice or, to the knowledge of Parent, other communication from any Governmental Entity regarding any material violation of, or material failure to comply with, any Law. (b) Parent The Partnership and the Parent its Subsidiaries are in possession of all franchises, tariffs, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity Authority necessary for Parent the Partnership and the Parent its Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (each, a “Permit” and such Permits, the “Parent Partnership Permits”), except where the failure to have any of the Parent Partnership Permits would not reasonably be expected to have, individually or in the aggregate, a Parent Partnership Material Adverse Effect. Except as All Partnership Permits are in full force and effect, 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 Partnership Material Adverse Effect. No suspension or cancellation of any of the Partnership Permits is pending or, to the Knowledge of the Partnership, threatened, except where such suspension or cancellation would not have, individually or in the aggregate, a Partnership Material Adverse Effect. The Partnership and its Subsidiaries are not, and since December 31, 2013 have not been, in violation or breach of, or default under, any Partnership Permit, except where such violation, breach or default would not have, individually or in the aggregate, a Partnership Material Adverse Effect. As of the date of this Agreement, to the Knowledge of the Partnership, no event or condition has occurred or exists which would result in a violation of, breach, default or loss of a benefit under, or acceleration of an obligation of the Partnership or any of its Subsidiaries under, any Partnership Permit, or has caused (or would cause) an applicable Governmental Authority to fail or refuse to issue, renew, extend, any Partnership 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 Partnership Material Adverse Effect. (c) Without limiting the generality of Section 3.8(a), the Partnership, each of its Subsidiaries, and, to the Knowledge of the Partnership, each joint venture partner, joint interest owner, consultant, agent or representative of any of the foregoing (in their respective capacities as such), (i) all Parent Permits has not violated the U.S. Foreign Corrupt Practices Act, and any other U.S. and foreign anti-corruption Laws that are in full force and effect and are not subject applicable to any administrative the Partnership or judicial proceeding that could result in modification, termination or revocation thereof and its Subsidiaries; (ii) Parent has not been given written notice by any Governmental Authority of any facts which, if true, would constitute a violation of the U.S. Foreign Corrupt Practices Act or any other U.S. or foreign anti-corruption Laws by any such person; and (iii) to the Knowledge of the Partnership, is not being (and has not been) investigated by any Governmental Authority except, in each Parent Subsidiary is case of the foregoing clauses (i) through (iii), as would not have, individually or in compliance with the terms and requirements of all Parent Permitsaggregate, a Partnership Material Adverse Effect.

Compliance with Laws; Permits. (a) Parent The Partnership and the Parent its Subsidiaries are, and since January 1the later of December 31, 2012 2013 and their respective dates of incorporation, formation or organization have been, in compliance with all Laws and are not in default under or in violation of any applicable federal, state, local or foreign or provincial law, statute, ordinance, rule, regulation, judgment, order, injunction, decree or agency requirement of or undertaking to Parent any Governmental Authority, including common law (collectively, “Laws” and the Parent Subsidiarieseach, a “Law”), except where such non-compliance 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, 2012, neither Parent nor any of the Parent Subsidiaries has received any written notice or, to the knowledge of Parent, other communication from any Governmental Entity regarding any material violation of, or material failure to comply with, any Law. (b) Parent The Partnership and the Parent its Subsidiaries are in possession of all franchises, tariffs, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity Authority necessary for Parent the Partnership and the Parent its Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (each, a “Permit” and such Permits, the “Parent Partnership Permits”), except where the failure to have any of the Parent Partnership Permits would not reasonably be expected to have, individually or in the aggregate, a Parent Partnership Material Adverse Effect. Except as All Partnership Permits are in full force and effect, 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 Partnership Material Adverse Effect. No suspension or cancellation of any of the Partnership Permits is pending or, to the Knowledge of the Partnership, threatened, except where such suspension or cancellation would not have, individually or in the aggregate, a Partnership Material Adverse Effect. The Partnership and its Subsidiaries are not, and since December 31, 2013 have not been, in violation or breach of, or default under, any Partnership Permit, except where such violation, breach or default would not have, individually or in the aggregate, a Partnership Material Adverse Effect. As of the date of this Agreement, to the Knowledge of the Partnership, no event or condition has occurred or exists which would result in a violation of, breach, default or loss of a benefit under, or acceleration of an obligation of the Partnership or any of its Subsidiaries under, any Partnership Permit, or has caused (or would cause) an applicable Governmental Authority to fail or refuse to issue, renew, extend, any Partnership 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 Partnership Material Adverse Effect. (c) Without limiting the generality of Section 3.8(a), the Partnership, each of its Subsidiaries, and, to the Knowledge of the Partnership, each joint venture partner, joint interest owner, consultant, agent or representative of any of the foregoing (in their respective capacities as such), (i) all Parent Permits has not violated the U.S. Foreign Corrupt Practices Act, and any other U.S. and foreign anti-corruption Laws that are in full force and effect and are not subject applicable to any administrative the Partnership or judicial proceeding that could result in modification, termination or revocation thereof and its Subsidiaries; (ii) Parent has not been given written notice by any Governmental Authority of any facts which, if true, would constitute a violation of the U.S. Foreign Corrupt Practices Act or any other U.S. or foreign anti-corruption Laws by any such person; and (iii) to the Knowledge of the Partnership, is not being (and has not been) investigated by any Governmental Authority except, in each Parent Subsidiary is case of the foregoing clauses (i) through (iii), as would not have, individually or in compliance with the terms and requirements of all Parent Permitsaggregate, a Partnership Material Adverse Effect.

Compliance with Laws; Permits. (a) Parent EQM, EQM GP and the Parent their Subsidiaries are, and since January 1the later of December 31, 2012 2015 and their respective dates of incorporation, formation or organization have been, in compliance with all Laws and are not in default under or in violation of any applicable to Parent and the Parent SubsidiariesLaws, except where such non-compliance compliance, default or violation would not reasonably be expected to have, individually or in the aggregate, a Parent an EQM Material Adverse Effect. Since January 1, 2012, neither Parent nor any of the Parent Subsidiaries has received any written notice or, to the knowledge of Parent, other communication from any Governmental Entity regarding any material violation of, or material failure to comply with, any Law. (b) Parent EQM, EQM GP and the Parent their Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity Permits (including Environmental Permits) necessary for Parent EQM, EQM GP and the Parent their Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Parent EQM Permits”), except where the failure to have any of the Parent EQM Permits would not reasonably be expected to have, individually or in the aggregate, a Parent an EQM Material Adverse Effect. Except as All EQM Permits are in full force and effect, except where the failure to be in full force and effect would not reasonably be expected to have, individually or in the aggregate, an EQM Material Adverse Effect. No suspension or cancellation of any of the EQM Permits is pending or, to the Knowledge of EQM, threatened, except where such suspension or cancellation would not have, individually or in the aggregate, an EQM Material Adverse Effect. EQM, EQM GP and their Subsidiaries are not, and since December 31, 2015 have not been, in violation or breach of, or default under, any EQM Permit, except where such violation, breach or default would not have, individually or in the aggregate, an EQM Material Adverse Effect. As of the date of this Agreement, to the Knowledge of EQM, no event or condition has occurred or exists which would result in a Parent violation of, breach, default or loss of a benefit under, or acceleration of an obligation of EQM, EQM GP or any of their Subsidiaries under, any EQM Permit, or has caused (or would cause) an applicable Governmental Authority to fail or refuse to issue, renew or extend any EQM 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, an EQM Material Adverse Effect. (c) Without limiting the generality of Section 4.8(a), none of EQM, its Subsidiaries, or, to the knowledge of EQM, any consultant, agent or representative of any of the foregoing (in their respective capacities as such), (i) has violated the U.S. Foreign Corrupt Practices Act, and any other U.S. and foreign anti-corruption Laws that are applicable to EQM or its Subsidiaries; (ii) has, to the knowledge of EQM, been given written notice by any Governmental Authority of any facts which, if true, would constitute a violation of the U.S. Foreign Corrupt Practices Act or any other U.S. or foreign anti-corruption Laws by any such person; and (iii) to the knowledge of EQM, is being (and has not been) investigated by any Governmental Authority except, in each case of the foregoing clauses (i) through (iii), as would not have, individually or in the aggregate, an EQM Material Adverse Effect. (d) None of EQM or any of its Subsidiaries has any liabilities under the WARN Act that would have, individually or in the aggregate, an EQM Material Adverse Effect. Except for such non-compliance which would not have, individually or in the aggregate, an EQM Material Adverse Effect, (i) all Parent Permits are in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof and (ii) Parent EQM and each Parent Subsidiary is of its Subsidiaries is, and during the two year period preceding the date of this Agreement has been, in compliance with the all applicable Laws in respect of employment and employment practices, terms and requirements conditions of all Parent Permitsemployment, wages and hours and occupational safety and health (including classifications of service providers as employees and/or independent contractors).

Compliance with Laws; Permits. (a) Parent Except as has not resulted in and the Parent Subsidiaries are, and since January 1, 2012 have been, in compliance with all Laws applicable to Parent and the Parent Subsidiaries, except where such non-compliance 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 the Parent Subsidiaries has received any written notice or, to the knowledge of Parent, other communication from any Governmental Entity regarding any material violation of, or material failure to comply with, any Law. (b) Parent and the Parent Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for Parent and the Parent Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (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. Except as would not reasonably be expected to haveresult in, individually or in the aggregate, a Parent Material Adverse Effect, (i) each Parent Entity is, and since December 31, 2017, has been, in compliance with all applicable Laws, (ii) since December 31, 2017, no Parent Entity has received any written notice alleging that any Parent Entity has violated any applicable Law that has not been resolved and (iii) no event has occurred which, with or without the giving of notice, lapse of time or both, would constitute a material default or material violation by any Parent Entity under any applicable Law. (b) Except as has not resulted in and would not reasonably be expected to result in, individually or in the aggregate, a Parent Material Adverse Effect: (i) each Parent Entity holds, and since December 31, 2017, has held, all Permits necessary for the lawful conduct of its business and the use of its assets as currently conducted, and all such Permits are and have been valid, subsisting and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof and effect; (ii) Parent and each Parent Subsidiary is Entity is, and since December 31, 2017, has been, in compliance with all such Permits, and no event has occurred that, with or without notice or lapse of time or both, would be a default under or violation of any such Permit; (iii) there are no, and since December 31, 2017, have been no, Actions pending or, to Parent’s Knowledge, threatened that assert any violation of any such Permit or seek the terms revocation, cancellation, suspension, limitation or adverse modification of any such Permit; and (iv) no Parent Entity has, since December 31, 2017, received any written notice alleging that any Parent Entity is not in compliance with, or has violated, any such Permit, notifying any Parent Entity of the revocation or withdrawal of any such Permit or imposing any condition, limitation, modification, amendment, cancellation or termination of any such Permit. (c) Except as has not resulted in and requirements would not reasonably be expected to result in, individually or in the aggregate, a Parent Material Adverse Effect: (i) (A) the Parent Entities, all of their respective officers, directors, employees and all of the Parent PermitsEntities’ respective Representatives acting on behalf of any of the Parent Entities, are, and since December 31, 2015, have been in compliance with all applicable Anti-Money Laundering Laws, International Trade Laws and Sanctions, (B) there are no, and since December 31, 2015, have been no, Actions pending or threatened against (or internal investigations by) any Parent Entity or any officer, director, employee or Representative thereof in his, her or its capacity as such, in each case, related to any Anti-Money Laundering Laws, International Trade Laws or Sanctions, and (C) since December 31, 2015, the Parent Entities have held all Permits or other authorizations required for the export, re-export, transfer or import in accordance with the International Trade Laws and Sanctions; (ii) none of the Parent Entities or any of their respective officers, directors, employees or Representatives (A) is a Sanctioned Person or otherwise a Person with whom transactions are prohibited under any International Trade Laws or Sanctions, (B) has been organized, operated, or resided in, or had any transactions, business or financial dealings that benefited or involved, directly or indirectly, Burma (Myanmar), Cuba, Iran, North Korea, Sudan, Syria, the Crimea region of Ukraine, or any other country, territory, region or Person subject to Sanctions; (iii) since December 31, 2015, none of the Parent Entities or any of their respective officers, directors, employees or Representatives has offered or given money or a thing of value to (A) any official or employee of a Governmental Authority, any political party or official thereof or any candidate for political office or (B) any other Person, in each case, while knowing that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly, to any official or employee of a Governmental Authority, any political party or official thereof or candidate for political office, in each case, in violation of any Anti-Bribery Law; and (iv) there are no, and since December 31, 2015, have been no, Actions pending or, to Parent’s Knowledge, threatened against (or internal investigations by) any Parent Entity or any officer, director, employee or Representative thereof in his, her or its capacity as such, in each case, related to any Anti-Bribery Laws.

Compliance with Laws; Permits. (a) Parent and the Parent its Subsidiaries are, and since January 1the later of September 30, 2012 2015 and their respective dates of incorporation, formation or organization, have been, in compliance with all Laws and are not in default under or in violation of any applicable to Parent and the Parent SubsidiariesLaw, except where such non-compliance compliance, default or violation has not had and 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 the Parent Subsidiaries has received any written notice or, to the knowledge of Parent, other communication from any Governmental Entity regarding any material violation of, or material failure to comply with, any Law. (b) Parent and the Parent its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity Permits necessary for Parent and the Parent its Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (collectively, the “Parent Permits”), except where the failure to have any of the Parent Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Except as All Parent Permits are in full force and effect, except where the failure to be in full force and effect has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. No suspension or cancellation of any of the Parent Permits is pending or, to the knowledge of Parent, threatened in writing, except where such suspension or cancellation has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent and its Subsidiaries are not, and since September 30, 2016 have not been, in violation or breach of, or default under, any Parent Permit, except where such violation, breach or default has not had and would not reasonably be expected to 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 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 Authority 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 have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. The Parent Permits will not be subject to suspension, modification, revocation or non-renewal as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except, in each case, as would not, individually or in the aggregate, have a Parent Material Adverse Effect. No Proceeding is pending or, to the knowledge of Parent, threatened with respect to any alleged failure by Parent or any of its Subsidiaries to have any material Permit necessary for the operation of any asset or the conduct of their businesses or to be in compliance therewith, except, in each case, as would not, individually or in the aggregate, have a Parent Material Adverse Effect. (c) Without limiting the generality of Section 5.8(a), none of Parent, its Subsidiaries, nor, to the knowledge of Parent, any consultant, agent or representative of any of the foregoing (in their respective capacities as such), (i) all has violated the U.S. Foreign Corrupt Practices Act, and any other U.S. and foreign anti-corruption Laws that are applicable to Parent Permits are in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof and its Subsidiaries; (ii) has, to the knowledge of Parent, been given written notice by any Governmental Authority of any facts which, if true, would constitute a violation of the U.S. Foreign Corrupt Practices Act or any other U.S. or foreign anti-corruption Laws by any such Person; and (iii) to the knowledge of Parent, is being (and has not been) investigated by any Governmental Authority except, in each case of the foregoing clauses (i) through (iii), as would not have, individually or in the aggregate, a Parent and each Parent Subsidiary is in compliance with the terms and requirements of all Parent PermitsMaterial Adverse Effect.

Compliance with Laws; Permits. (a) Parent and the Parent its Subsidiaries are, and since January 1the later of December 31, 2012 2009 and their respective dates of formation or organization have been, in compliance with all Laws and are not in default under or in violation of any applicable to Parent and the Parent SubsidiariesLaws, except where such non-compliance 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 the Parent Subsidiaries has received any written notice or, to the knowledge of Parent, other communication from any Governmental Entity regarding any material violation of, or material failure to comply with, any Law. (b) Parent and the Parent its Subsidiaries are in possession of all franchises, tariffs, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity Authority necessary for Parent and the Parent its Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (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. Except as All Parent Permits are in full force and effect, 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, (i) all . No suspension or cancellation of any of Parent Permits is pending or, to the Knowledge of Parent, threatened, except where such suspension or cancellation would not, individually or in the aggregate, have a Parent Material Adverse Effect. Parent and its Subsidiaries are not, and since December 31, 2008 have not been, in full force and effect and are not subject violation or breach of, or default under, any Parent Permit, except where such violation, breach or default would not, individually or in the aggregate, have a Parent Material Adverse Effect. As of the date of this Agreement, to any administrative the Knowledge of Parent, no event or judicial proceeding that could condition has occurred or exists which would result in modificationa violation of, termination breach, default or revocation thereof and loss of a benefit under, or acceleration of an obligation of Parent or any of its Subsidiaries under, any Parent Permit or has caused (iior would cause) an applicable Governmental Authority to fail or refuse to issue, renew or extend any Parent and 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, individually or in the aggregate, have a Parent Subsidiary is in compliance with the terms and requirements of all Parent PermitsMaterial Adverse Effect.

Compliance with Laws; Permits. ‌ (a) Parent and The members of the Parent Subsidiaries areGroup have, and since January 1, 2012 have been2017 (or since October 26, 2018 in compliance respect of Parent), complied and are now complying with all Laws (other than Federal Cannabis Laws) applicable to Parent and the Parent Subsidiariesthem or their respective Businesses, properties or assets, except where failure to comply with such non-compliance Laws would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse EffectEffect on the Parent Group, taken as a whole. Since The Parent Group has not, since January 1, 20122017 (or since October 26, neither Parent nor any 2018 in respect of the Parent Subsidiaries has Parent), received any written notice (or, to the knowledge Knowledge of Parent, other communication from any Governmental Entity oral) notice regarding any material actual or potential breach or violation of, or material failure to comply withdefault under, any Lawapplicable Law (other than Federal Cannabis Laws) by any member of the Parent Group, except in each case that would not have a Material Adverse Effect on the Parent Group, taken as a whole. To the Knowledge of Parent, there is not currently pending any internal investigation related to any actual or potential breach or violation of, or default under, any applicable Law (other than Federal Cannabis Laws) by any member of the Parent Group, except in each case that would not have a Material Adverse Effect on the Parent Group, taken as a whole. (b) Parent and All material Permits (including all Cannabis Licenses) required for the members of the Parent Subsidiaries are in possession Group to conduct the Business as currently conducted have been obtained by such member of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for Parent and the Parent Subsidiaries to ownGroup and are operational, lease valid and operate their properties in full force and assets or to carry on their businesses as they are now being conducted (the “Parent Permits”)effect, except where the failure to obtain or maintain such Permit (other than a Cannabis License) would not have any a Material Adverse Effect on the Parent Group, taken as a whole. All fees and charges due and owing with respect to such Permits as of the date hereof have been paid in full, except where the failure to pay such fees or charges would not have a Material Adverse Effect on the Parent Group, taken as a whole. (c) Each material Permit (including each Cannabis License) held by each member of the Parent Permits would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) all Parent Permits are Group is in full force and effect (except where the failure of such Permit to be in full force and are effect would not subject have a Material Adverse Effect on the Parent Group, taken as a whole), and, as of the date hereof and since October 26, 2018, no Governmental Authority has threatened in writing (or, to the Knowledge of Parent, orally) the suspension, revocation, cancellation or invalidation of any administrative or judicial proceeding that could result in modification, termination or revocation thereof and material Permit (iiincluding any Cannabis License) held by any member of the Parent and each Group. No member of the Parent Subsidiary Group is in compliance material default or material violation (and no event has occurred that, with notice or the terms and requirements lapse of all Parent Permitstime or both, would constitute a material default or material violation) of any term, condition or provision of any such material Permit (including any Cannabis License) to which it is a party.

Compliance with Laws; Permits. (a) Parent and the Parent its Subsidiaries areare in compliance with, and since January 1, 2012 have been, are not in compliance with all Laws applicable to Parent and the Parent Subsidiariesdefault under or in violation of any Laws, except where such non-compliance compliance, default or violation has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Since January 1, 20122018, neither Parent nor any of the Parent its Subsidiaries has received any written notice or, to the knowledge of Parent, other communication from any Governmental Entity regarding any material actual or possible violation of, or material failure to comply with, any Law, except where such violation or failure has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Parent and the Parent its Subsidiaries are in possession of all material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals approvals, clearances, permissions, qualifications and registrations and orders of all applicable Governmental Entities, and all rights under any Parent material Contract with all Governmental Entity Entities, and have filed all tariffs, reports, notices and other documents with all Governmental Entities necessary for Parent the Company and the Parent its Subsidiaries to own, lease and operate their properties and assets or and to carry on their businesses as they are now being conducted (the “Parent Permits”), except where the failure to have any of possess or file the Parent Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. 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 in all respects valid and in full force and effect and are not subject to any administrative or judicial proceeding that could would reasonably be expected to result in modification, termination or revocation thereof and (ii) thereof. Parent and each Parent Subsidiary is of its Subsidiaries are in material compliance with the terms and requirements of all Parent Permits, except where such non-compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect: (i) Parent and each of its Subsidiaries are in compliance, and have since January 1, 2018 complied, with all applicable Data Privacy Laws; (ii) neither Parent nor any of its Subsidiaries has, since January 1, 2018, received any written notice from any applicable Governmental Entity alleging any violation of applicable Data Privacy Laws by Parent, any of its Subsidiaries or, to the knowledge of Parent, any third-party service providers, outsourcers, processors or other third parties who process, store or otherwise handle Personal Data for or on behalf of Parent or any of its Subsidiaries (“Parent Data Processors”), nor has Parent or any of its Subsidiaries been threatened in writing to be charged with any such violation by any Governmental Entity; (iii) Parent and each of its Subsidiaries have, since January 1, 2018, taken commercially reasonable steps (including, as appropriate, implementing reasonable technical, physical or administrative safeguards) designed to protect Personal Data in their possession or under their control against loss and unauthorized access, use, modification or disclosure, and, to the knowledge of Parent, since January 1, 2018, there has been no incident of the same, or of the same with respect to any Personal Data maintained or otherwise processed for or on behalf of Parent or its Subsidiaries; (iv) Parent and each of its Subsidiaries have, since January 1, 2018, taken commercially reasonable steps with respect to Parent Data Processors to obligate such persons to comply in all material respects with applicable Data Privacy Laws and to take reasonable steps to protect and secure Personal Data from loss or unauthorized use, access, modification or disclosure; and (v) the execution, delivery and performance of the Original Agreement (and as of the date of this Agreement and as of the Closing Date, this Agreement) complies with all applicable Data Privacy Laws (including the General Data Protection Regulation (EU) 2016/679, the Data Protection Axx 0000 (UK), and the California Consumer Protection Act) and Parent’s and each of its Subsidiaries’ applicable published policies, statements, and notices relating to privacy, data protection or information security regarding Personal Data.

Compliance with Laws; Permits. (a) Parent and the Parent its Subsidiaries are, and since January 1, 2012 2022 have been, in compliance with all Laws applicable to Parent and the Parent SubsidiariesApplicable Laws, except where the failure to be in compliance with such non-compliance Applicable Laws would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Since January 1, 20122022, neither Parent nor any of the Parent Parent’s Subsidiaries has received any written notice or, to the knowledge of Parent, other communication from any Governmental Entity Authority regarding any material actual or possible violation of, or material failure to comply with, any Applicable Law, which has had or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Parent and the Parent its Subsidiaries are in possession of hold all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity Permits necessary for operation of the businesses of Parent and the Parent Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Parent Permits”)its Subsidiaries, except where the failure to have absence of any of the Parent Permits such Permit would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Except as As of the date of this Agreement, there are no actions or proceedings pending or, to Parent’s knowledge, threatened which would reasonably be expected to result in the revocation or termination of any such Permit, except for any such revocation or termination that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, . (c) (i) Each of Parent and Parent’s Subsidiaries and, to the Parent’s knowledge, its and their respective directors and officers, is in compliance in all Parent Permits are in full force material respects with the provisions of SOX and effect the related rules and are not subject to any administrative regulations promulgated thereunder or judicial proceeding that could result in modification, termination or revocation thereof under the Exchange Act and (ii) Parent and each Parent Subsidiary is in compliance in all material respects with the terms listing and requirements corporate governance rules and regulations of all Parent Permitsthe NYSE, in each case of the foregoing clauses (i) and (ii), as such provisions, rules and regulations are applicable to such Person.

Compliance with Laws; Permits. (a) Except with respect to Taxes, ERISA and Environmental Laws, which are the subjects of Sections 4.10, 4.11 and 4.12, respectively, Parent and the Parent its Subsidiaries are, and since January 1, 2012 have been, are in compliance in all material respects with all Laws applicable to Parent and the Parent Subsidiariesor any of its Subsidiaries or any of their properties or other assets or any of their businesses or operations, except where such non-for failures to be in compliance that would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. Since January 1, 20122007, neither Parent nor any of the Parent its Subsidiaries has received any written notice or, to the knowledge effect that a Governmental Authority claimed or alleged that Parent or any of its Subsidiaries was not in compliance in a material respect with any Law applicable to Parent and any of its Subsidiaries, any of their material properties or other assets or any of their business or operations. To the Knowledge of Parent, other communication from neither the Company nor any of its Subsidiaries, nor any officer, director or employee of Parent or any such Subsidiary, is under investigation by any Governmental Entity regarding Authority related to the conduct of Parent’s or any material violation ofsuch Subsidiary’s business, the results of which investigation would or material failure would reasonably be expected to comply with, any Lawresult in a Parent Material Adverse Effect. (b) Parent and each of its Subsidiaries hold all material Permits to be obtained or necessary for the conduct of their respective businesses, including the manufacture, license and sale of their respective products and services. Parent and its Subsidiaries are in possession compliance in all material respects with the terms of all franchisessuch Permits, grantsand all such Permits are in full force and effect, authorizationsexcept where such suspension or cancellation would not be reasonably expected to constitute a Parent Material Adverse Effect. (c) No event or condition has occurred or exists which would result in a violation of, licensesbreach, permitsdefault or loss of a benefit under, easementsor acceleration of an obligation of Parent or any of its Subsidiaries under, variancesany Permit (in each case, exceptions, consents, certificates, approvals and orders with or without notice or lapse of any Governmental Entity necessary for Parent and the Parent Subsidiaries to own, lease and operate their properties and assets time or to carry on their businesses as they are now being conducted (the “Parent Permits”both), except where the failure to have any of the Parent Permits for violations, breaches, defaults, losses or accelerations that would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Except as No such suspension, cancellation, violation, breach, default, loss of a benefit, or acceleration of an obligation will result from the Transactions, except for violations, breaches, defaults, losses or accelerations that would not reasonably be expected to have, individually or result in the aggregate, a Parent Material Adverse Effect, (i) all Parent Permits are in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof and (ii) Parent and each Parent Subsidiary is in compliance with the terms and requirements of all Parent Permits.

Compliance with Laws; Permits. (a) Parent and the Parent Subsidiaries areare and have been since December 31, and since January 1, 2012 have been, 2015 in compliance with all and are not in default under or in violation of any Laws (including Environmental Laws) applicable to Parent and the Parent SubsidiariesParent, such Subsidiaries or any of their respective properties or assets, except where such non-compliance compliance, default or violation has not had and 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 the Parent Subsidiaries has received any written notice or, Notwithstanding anything to the knowledge contrary in this Section 5.9(a), the provisions of Parent, other communication from any Governmental Entity regarding any material violation of, or material failure this Section 5.9(a) shall not apply to comply with, any Law. matters addressed in Section 5.9(c) and Section 5.14. (b) Parent and the Parent Subsidiaries are and since December 31, 2015 have been in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals approvals, registrations, clearances and orders of any Governmental Entity and/or Program Lender or pursuant to any applicable Law necessary for Parent and the Parent Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (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. 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 in full force and effect effect, no default (with or without notice, lapse of time or both) has occurred under any such Parent Permit and are none of Parent or any Parent Subsidiary has received any written notice from any Governmental Entity threatening to suspend, revoke, withdraw or modify any such Parent Permit. (c) Except as has not had and would not reasonably be expected to have a Parent Material Adverse Effect, since December 31, 2015, neither Parent nor the Parent Subsidiaries, in connection with the business of Parent or any Parent Subsidiary, or, to the knowledge of Parent, any other third party, in each case, acting on behalf of Parent or any Parent Subsidiary, have taken any action in violation of FCPA or any other applicable Bribery Legislation. (d) Except as has not had and would not reasonably be expected to have a Parent Material Adverse Effect, since December 31, 2015, neither Parent nor the Parent Subsidiaries have been subject to any actual, pending, or, to Parent’s knowledge, threatened civil, criminal, or administrative actions, suits, demands, claims, hearings, notices of violation, investigations, proceedings, demand letters, settlements, or judicial proceeding that could result in modificationenforcement actions, termination or revocation thereof and (ii) made any voluntary disclosures to any Governmental Entity, involving Parent and each or any Parent Subsidiary is in compliance with any way relating to applicable Bribery Legislation, including the terms and requirements of all Parent PermitsFCPA.

Compliance with Laws; Permits. (a) Parent and the Parent its Subsidiaries areare in compliance with, and since January 1, 2012 have been, are not in compliance with all Laws applicable to Parent and the Parent Subsidiariesdefault under or in violation of any Laws, except where such non-compliance compliance, default or violation has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Since January 1, 20122018, neither Parent nor any of the Parent its Subsidiaries has received any written notice or, to the knowledge of Parent, other communication from any Governmental Entity regarding any material actual or possible violation of, or material failure to comply with, any Law, except where such violation or failure has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Parent and the Parent its Subsidiaries are in possession of all material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals approvals, clearances, permissions, qualifications and registrations and orders of all applicable Governmental Entities, and all rights under any Parent material Contract with all Governmental Entity Entities, and have filed all tariffs, reports, notices and other documents with all Governmental Entities necessary for Parent the Company and the Parent its Subsidiaries to own, lease and operate their properties and assets or and to carry on their businesses as they are now being conducted (the “Parent Permits”), except where the failure to have any of possess or file the Parent Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. 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 in all respects valid and in full force and effect and are not subject to any administrative or judicial proceeding that could would reasonably be expected to result in modification, termination or revocation thereof and (ii) thereof. Parent and each Parent Subsidiary is of its Subsidiaries are in material compliance with the terms and requirements of all Parent Permits, except where such non-compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect: (i) Parent and each of its Subsidiaries are in compliance, and have since January 1, 2018 complied, with all applicable Data Privacy Laws; (ii) neither Parent nor any of its Subsidiaries has, since January 1, 2018, received any written notice from any applicable Governmental Entity alleging any violation of applicable Data Privacy Laws by Parent, any of its Subsidiaries or, to the knowledge of Parent, any third-party service providers, outsourcers, processors or other third parties who process, store or otherwise handle Personal Data for or on behalf of Parent or any of its Subsidiaries (“Parent Data Processors”), nor has Parent or any of its Subsidiaries been threatened in writing to be charged with any such violation by any Governmental Entity; (iii) Parent and each of its Subsidiaries have, since January 1, 2018, taken commercially reasonable steps (including, as appropriate, implementing reasonable technical, physical or administrative safeguards) designed to protect Personal Data in their possession or under their control against loss and unauthorized access, use, modification or disclosure, and, to the knowledge of Parent, since January 1, 2018, there has been no incident of the same, or of the same with respect to any Personal Data maintained or otherwise processed for or on behalf of Parent or its Subsidiaries; (iv) Parent and each of its Subsidiaries have, since January 1, 2018, taken commercially reasonable steps with respect to Parent Data Processors to obligate such persons to comply in all material respects with applicable Data Privacy Laws and to take reasonable steps to protect and secure Personal Data from loss or unauthorized use, access, modification or disclosure; and (v) the execution, delivery and performance of this Agreement complies with all applicable Data Privacy Laws (including the General Data Protection Regulation (EU) 2016/679, the Data Protection Axx 0000 (UK), and the California Consumer Protection Act) and Parent’s and each of its Subsidiaries’ applicable published policies, statements, and notices relating to privacy, data protection or information security regarding Personal Data.

Compliance with Laws; Permits. (a) Parent and the Parent Subsidiaries are, and since January 1, 2012 have been, in compliance with all Laws applicable to Parent and the Parent Subsidiaries, except where such non-compliance 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 the Parent Subsidiaries has received any written notice or, to the knowledge of Parent, other communication from any Governmental Entity regarding any material violation of, or material failure to comply with, any Law. (b) Parent and the Parent Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for Parent and the Parent Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (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. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) all Parent Permits are in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof and (ii) Parent and each Parent Subsidiary is in compliance with the terms and requirements of all Parent Permits.

Compliance with Laws; Permits. (a) Parent and the Parent its Subsidiaries are, and since January 1the later of December 31, 2012 2018 and their respective dates of incorporation, formation or organization have been, in compliance with all Laws and are not in default under or in violation of any applicable to Parent and the Parent SubsidiariesLaw, except where such non-compliance compliance, default or violation has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Without limiting the generality of Section 5.8(a), none of Parent, its Subsidiaries, nor, to the knowledge of Parent, any consultant, agent or representative of any of the foregoing (in their respective capacities as such), (i) has violated the U.S. Foreign Corrupt Practices Act, or any other U.S. or foreign anti-corruption Laws that are applicable to Parent or its Subsidiaries; (ii) has, to the knowledge of Parent, been given written notice by any Governmental Authority of any facts which, if true, would constitute a violation of the U.S. Foreign Corrupt Practices Act or any other U.S. or foreign anti-corruption Laws by any such Person; and (iii) to the knowledge of Parent, is being (or has been) investigated by any Governmental Authority except, in each case of the foregoing clauses (i) through (iii), as would not have, individually or in the aggregate, a Parent Material Adverse Effect. (c) Parent and its Subsidiaries are in possession of all Parent Permits, except where the failure to have any of the Parent Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Since January 1, 2012, neither All Parent nor any of the Parent Subsidiaries has received any written notice or, to the knowledge of Parent, other communication from any Governmental Entity regarding any material violation of, or material failure to comply with, any Law. (b) Parent and the Parent Subsidiaries Permits are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals full force and orders of any Governmental Entity necessary for Parent and the Parent Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Parent Permits”)effect, except where the failure to have any of the Parent Permits be in full force and effect has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Except as No suspension or cancellation of any of the Parent Permits is pending or, to the knowledge of Parent, threatened in writing, except where such suspension or cancellation has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent and its Subsidiaries are not, and since December 31, 2018 have not been, in violation or breach of, or default under, any Parent Permit, except where such violation, breach or default has not had and would not reasonably be expected to 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 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 (ior would cause) all an applicable Governmental Authority 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 have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. The Parent Permits are in full force and effect and are will not be subject to any administrative or judicial proceeding that could result in suspension, modification, termination revocation or revocation thereof non-renewal as a result of the execution and (ii) delivery of this Agreement or the consummation of the transactions contemplated hereby, except, in each case, as would not, individually or in the aggregate, have a Parent and each Material Adverse Effect. No Proceeding is pending or, to the knowledge of Parent, threatened with respect to any alleged failure by Parent Subsidiary is or any of its Subsidiaries to have any material Permit necessary for the operation of any asset or the conduct of their businesses or to be in compliance with therewith, except, in each case, as would not, individually or in the terms and requirements of all aggregate, have a Parent Permits.Material Adverse Effect

Compliance with Laws; Permits. (a) Parent and the Parent its Subsidiaries areare in compliance with, and since January 1, 2012 have been, are not in compliance with all Laws applicable to Parent and the Parent Subsidiariesdefault under or in violation of any Laws, except where such non-compliance compliance, default or violation has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Since January 1, 20122018, neither Parent nor any of the Parent its Subsidiaries has received any written notice or, to the knowledge of Parent, other communication from any Governmental Entity regarding any material actual or possible violation of, or material failure to comply with, any Law, except where such violation or failure has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Parent and the Parent its Subsidiaries are in possession of all material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals approvals, clearances, permissions, qualifications and registrations and orders of all applicable Governmental Entities, and all rights under any Parent material Contract with all Governmental Entity Entities, and have filed all tariffs, reports, notices and other documents with all Governmental Entities necessary for Parent the Company and the Parent its Subsidiaries to own, lease and operate their properties and assets or and to carry on their businesses as they are now being conducted (the “Parent Permits”), except where the failure to have any of possess or file the Parent Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. 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 in all respects valid and in full force and effect and are not subject to any administrative or judicial proceeding that could would reasonably be expected to result in modification, termination or revocation thereof and (ii) thereof. Parent and each Parent Subsidiary is of its Subsidiaries are in material compliance with the terms and requirements of all Parent Permits, except where such non-compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect: (i) Parent and each of its Subsidiaries are in compliance, and have since January 1, 2018 complied, with all applicable Data Privacy Laws; (ii) neither Parent nor any of its Subsidiaries has, since January 1, 2018, received any written notice from any applicable Governmental Entity alleging any violation of applicable Data Privacy Laws by Parent, any of its Subsidiaries or, to the knowledge of Parent, any third-party service providers, outsourcers, processors or other third parties who process, store or otherwise handle Personal Data for or on behalf of Parent or any of its Subsidiaries (“Parent Data Processors”), nor has Parent or any of its Subsidiaries been threatened in writing to be charged with any such violation by any Governmental Entity; (iii) Parent and each of its Subsidiaries have, since January 1, 2018, taken commercially reasonable steps (including, as appropriate, implementing reasonable technical, physical or administrative safeguards) designed to protect Personal Data in their possession or under their control against loss and unauthorized access, use, modification or disclosure, and, to the knowledge of Parent, since January 1, 2018, there has been no incident of the same, or of the same with respect to any Personal Data maintained or otherwise processed for or on behalf of Parent or its Subsidiaries; (iv) Parent and each of its Subsidiaries have, since January 1, 2018, taken commercially reasonable steps with respect to Parent Data Processors to obligate such persons to comply in all material respects with applicable Data Privacy Laws and to take reasonable steps to protect and secure Personal Data from loss or unauthorized use, access, modification or disclosure; and (v) the execution, delivery and performance of the Original Agreement (and as of the date of this Agreement and as of the Closing Date, this Agreement) complies with all applicable Data Privacy Laws (including the General Data Protection Regulation (EU) 2016/679, the Data Protection Xxx 0000 (UK), and the California Consumer Protection Act) and Parent’s and each of its Subsidiaries’ applicable published policies, statements, and notices relating to privacy, data protection or information security regarding Personal Data.

Compliance with Laws; Permits. (a1) Parent and the Parent each of its Subsidiaries are, and since January 1, 2012 2019 have been, in compliance with all Laws and Orders, in each case, applicable to Parent and the Parent or any of its Subsidiaries, except where such non-compliance as would not reasonably be expected to havenot, individually or in the aggregate, reasonably be likely to have a Parent Material Adverse Effect. Since January 1, 2012, neither No investigation or review by any Governmental Authority with respect to Parent nor or any of the Parent its Subsidiaries has received any written notice is pending or, to the knowledge Knowledge of Parent, other communication from any Governmental Entity regarding any material violation ofthreatened in writing, or material failure the outcome of which is reasonably likely to comply with, any Lawhave a Parent Material Adverse Effect. (b2) Parent and the Parent each of its Subsidiaries are in possession of hold, and since January 1, 2019 have held, all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for Parent and the Parent Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Parent Permits”), except where the failure to have any of the Parent hold such Permits would not reasonably be expected to havenot, individually or in the aggregate, reasonably be likely to have a Parent Material Adverse Effect. Except There are no Actions pending or, to the Knowledge of Parent, threatened in writing, that seek the revocation, cancellation or adverse modification of any Permit, except as would not reasonably be expected to havenot, individually or in the aggregate, reasonably be likely to have a Parent Material Adverse Effect. (3) None of Parent and its Subsidiaries nor, to the Knowledge of Parent, any director, officer or employee or anyone in a position to exercise a senior management function or other key function of Parent or any of its Subsidiaries is, or has been, (i) all Parent Permits are ineligible or unfit to act in full force and effect and are not such role or (ii) subject to any administrative a disqualification that would be a basis for censure, limitations on the activities, functions or judicial proceeding that could result in modificationoperations of, termination or suspension or revocation thereof of the authorization of any UK-regulated Subsidiary of Parent, by the PRA or FCA, for the conduct of regulated activities except, in the case of clauses (i) and (ii), as would not, individually or in the aggregate, reasonably be likely to have a Parent Material Adverse Effect. (4) This Section 4.08 does not relate to the Parent and each Parent Subsidiary is in SEC Documents, financial statements or compliance with the terms Xxxxxxxx-Xxxxx Act, which are the subject of Section 4.05, Tax matters, which are the subject of Section 4.09, employee benefits and requirements labor matters, which are the subject of all Parent PermitsSections 4.10 and 4.11, or insurance or reinsurance matters, which are the subject of Sections 4.16 through 4.19.

Compliance with Laws; Permits. (a) Parent ETP and the Parent its Subsidiaries are, and since January 1the later of December 31, 2012 2014 and their respective dates of incorporation, formation or organization have been, in compliance with all Laws and are not in default under or in violation of any applicable federal, state, local or foreign or provincial law, statute, tariff, ordinance, rule, regulation, judgment, order, injunction, stipulation, determination, award or decree or agency requirement of or undertaking to Parent any Governmental Authority, including common law (collectively, “Laws” and the Parent Subsidiarieseach, a “Law”), except where such non-compliance 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 Parent nor any of the Parent Subsidiaries has received any written notice or, to the knowledge of Parent, other communication from any Governmental Entity regarding any material violation of, or material failure to comply with, any Law. (b) Parent ETP and the Parent its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity Permits (including Environmental Permits) necessary for Parent ETP and the Parent its Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Parent ETP Permits”), except where the failure to have any of the Parent ETP Permits would not reasonably be expected to have, individually or in the aggregate, a Parent an ETP Material Adverse Effect. Except as All ETP Permits are in full force and effect, 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 an ETP Material Adverse Effect. No suspension or cancellation of any of the ETP Permits is pending or, to the Knowledge of ETP, threatened, except where such suspension or cancellation would not have, individually or in the aggregate, an ETP Material Adverse Effect. ETP and its Subsidiaries are not, and since December 31, 2014 have not been, in violation or breach of, or default under, any ETP Permit, except where such violation, breach or default would not have, individually or in the aggregate, an ETP Material Adverse Effect. As of the date of this Agreement, to the Knowledge of ETP, no event or condition has occurred or exists which would result in a violation of, breach, default or loss of a benefit under, or acceleration of an obligation of ETP or any of its Subsidiaries under, any ETP Permit, or has caused (or would cause) an applicable Governmental Authority to fail or refuse to issue, renew or extend any ETP 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, an ETP Material Adverse Effect. (c) Without limiting the generality of Section 3.8(a), ETP, each of its Subsidiaries, and, to the Knowledge of ETP, each joint venture partner, joint interest owner, consultant, agent, or representative of any of the foregoing (in their respective capacities as such), (i) all Parent Permits has not violated the U.S. Foreign Corrupt Practices Act (the “FCPA”), and any other U.S. and foreign anti-corruption Laws that are in full force and effect and are not subject applicable to any administrative ETP or judicial proceeding that could result in modification, termination or revocation thereof and its Subsidiaries; (ii) Parent has not, to the Knowledge of ETP, been given written notice by any Governmental Authority 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 person; and (iii) to the Knowledge of ETP, is not being (and has not been) investigated by any Governmental Authority except, in each Parent Subsidiary is case of the foregoing clauses (i) through (iii), as would not have, individually or in compliance with the terms and requirements of all Parent Permitsaggregate, an ETP Material Adverse Effect.

Compliance with Laws; Permits. (a) Parent and the Parent Subsidiaries areare and have been since December 31, and since January 1, 2012 have been, 2013 in compliance with all and are not in default under or in violation of any Laws (applicable to Parent and the Parent SubsidiariesParent, such Subsidiaries or any of their respective properties or assets, except where such non-compliance compliance, default or violation has not had and 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 the Parent Subsidiaries has received any written notice or, Notwithstanding anything to the knowledge contrary in this Section 5.9(a), the provisions of Parent, other communication from any Governmental Entity regarding any material violation of, or material failure this Section 5.9(a) shall not apply to comply with, any Lawmatters addressed in Section 5.9(c) and Section 5.14. (b) Parent and the Parent Subsidiaries are and since December 31, 2013 have been in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals approvals, registrations, clearances and orders of any Governmental Entity and/or Program Lender or pursuant to any applicable Law necessary for Parent and the Parent Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (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. 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 in full force and effect effect, no default (with or without notice, lapse of time or both) has occurred under any such Parent Permit and are none of Parent or any Parent Subsidiary has received any written notice from any Governmental Entity threatening to suspend, revoke, withdraw or modify any such Parent Permit. (c) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, since December 31, 2013, neither Parent nor the Parent Subsidiaries, in connection with the business of Parent or any Parent Subsidiary, or, to the knowledge of Parent, any other third party, in each case, acting on behalf of Parent or any Parent Subsidiary, have taken any action in violation of FCPA or any other applicable Bribery Legislation. (d) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, since December 31, 2013, neither Parent nor the Parent Subsidiaries have been subject to any actual, pending, or, to Parent’s knowledge, threatened civil, criminal, or administrative actions, suits, demands, claims, hearings, notices of violation, investigations, proceedings, demand letters, settlements, or judicial proceeding that could result in modificationenforcement actions, termination or revocation thereof and (ii) made any voluntary disclosures to any Governmental Entity, involving Parent and each or any Parent Subsidiary is in compliance with any way relating to applicable Bribery Legislation, including the terms and requirements of all Parent PermitsFCPA.

Compliance with Laws; Permits. (a) Parent SXL and the Parent its Subsidiaries are, and since January 1the later of December 31, 2012 2014 and their respective dates of incorporation, formation or organization have been, in compliance with all Laws and are not in default under or in violation of any applicable to Parent and the Parent SubsidiariesLaws, except where such non-compliance compliance, default or violation would not reasonably be expected to have, individually or in the aggregate, a Parent SXL Material Adverse Effect. Since January 1, 2012, neither Parent nor any of the Parent Subsidiaries has received any written notice or, to the knowledge of Parent, other communication from any Governmental Entity regarding any material violation of, or material failure to comply with, any Law. (b) Parent SXL and the Parent its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity Permits (including Environmental Permits) necessary for Parent SXL and the Parent its Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Parent SXL Permits”), except where the failure to have any of the Parent SXL Permits would not reasonably be expected to have, individually or in the aggregate, a Parent SXL Material Adverse Effect. Except as All SXL Permits are in full force and effect, 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 SXL Material Adverse Effect. No suspension or cancellation of any of SXL Permits is pending or, to the Knowledge of SXL, threatened, except where such suspension or cancellation would not have, individually or in the aggregate, a SXL Material Adverse Effect. SXL and its Subsidiaries are not, and since December 31, 2014 have not been, in violation or breach of, or default under, any SXL Permit, except where such violation, breach or default would not have, individually or in the aggregate, a SXL Material Adverse Effect. As of the date of this Agreement, to the Knowledge of SXL, no event or condition has occurred or exists which would result in a violation of, breach, default or loss of a benefit under, or acceleration of an obligation of SXL or any of its Subsidiaries under, any SXL Permit, or has caused (or would cause) an applicable Governmental Authority to fail or refuse to issue, renew or extend any SXL 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 SXL Material Adverse Effect. (c) Without limiting the generality of Section 4.8(a), SXL, each of its Subsidiaries, and, to the Knowledge of SXL, each joint venture partner, joint interest owner, consultant, agent or representative of any of the foregoing (in their respective capacities as such), (i) has not violated the FCPA, and any other U.S. and foreign anti-corruption Laws that are applicable to SXL or its Subsidiaries; (ii) has not, to the Knowledge of SXL, been given written notice by any Governmental Authority 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 person; and (iii) to the Knowledge of SXL, is not being (and has not been) investigated by any Governmental Authority except, in each case of the foregoing clauses (i) through (iii), as would not have, individually or in the aggregate, a SXL Material Adverse Effect. (d) None of SXL or any of its Subsidiaries has any liabilities under the WARN Act that would have, individually or in the aggregate, a SXL Material Adverse Effect. Except for such non-compliance which would not have, individually or in the aggregate, a SXL Material Adverse Effect, (i) all Parent Permits are in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof and (ii) Parent SXL and each Parent Subsidiary is of its Subsidiaries is, and during the two year period preceding the date of this Agreement has been, in compliance with the all applicable Laws in respect of employment and employment practices, terms and requirements conditions of all Parent Permitsemployment, wages and hours and occupational safety and health (including classifications of service providers as employees and/or independent contractors).

Compliance with Laws; Permits. (a) Parent and the Parent each of its Subsidiaries are, and since January 1, 2012 2019 have been, in compliance with all Laws and Orders, in each case, applicable to Parent and the Parent or any of its Subsidiaries, except where such non-compliance as would not reasonably be expected to havenot, individually or in the aggregate, reasonably be likely to have a Parent Material Adverse Effect. Since January 1, 2012, neither No investigation or review by any Governmental Authority with respect to Parent nor or any of the Parent its Subsidiaries has received any written notice is pending or, to the knowledge Knowledge of Parent, other communication from any Governmental Entity regarding any material violation ofthreatened in writing, or material failure the outcome of which is reasonably likely to comply with, any Lawhave a Parent Material Adverse Effect. (b) Parent and the Parent each of its Subsidiaries are in possession of hold, and since January 1, 2019 have held, all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for Parent and the Parent Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Parent Permits”), except where the failure to have any of the Parent hold such Permits would not reasonably be expected to havenot, individually or in the aggregate, reasonably be likely to have a Parent Material Adverse Effect. Except There are no Actions pending or, to the Knowledge of Parent, threatened in writing, that seek the revocation, cancellation or adverse modification of any Permit, except as would not reasonably be expected to havenot, individually or in the aggregate, reasonably be likely to have a Parent Material Adverse Effect. (c) None of Parent and its Subsidiaries nor, to the Knowledge of Parent, any director, officer or employee or anyone in a position to exercise a senior management function or other key function of Parent or any of its Subsidiaries is, or has been, (i) all Parent Permits are ineligible or unfit to act in full force and effect and are not such role or (ii) subject to any administrative a disqualification that would be a basis for censure, limitations on the activities, functions or judicial proceeding that could result in modificationoperations of, termination or suspension or revocation thereof of the authorization of any UK-regulated Subsidiary of Parent, by the PRA or FCA, for the conduct of regulated activities except, in the case of clauses (i) and (ii), as would not, individually or in the aggregate, reasonably be likely to have a Parent Material Adverse Effect. (d) This Section 4.08 does not relate to the Parent and each Parent Subsidiary is in SEC Documents, financial statements or compliance with the terms Xxxxxxxx-Xxxxx Act, which are the subject of Section 4.05, Tax matters, which are the subject of Section 4.09, employee benefits and requirements labor matters, which are the subject of all Parent PermitsSections 4.10 and 4.11, or insurance or reinsurance matters, which are the subject of Sections 4.16 through 4.19.

Compliance with Laws; Permits. (a) Parent RMP, RMP GP and the Parent their Subsidiaries are, and since January 1the later of December 31, 2012 2015 and their respective dates of incorporation, formation or organization have been, in compliance with all Laws and are not in default under or in violation of any applicable federal, state, local or foreign or provincial law, statute, tariff, ordinance, rule, regulation, judgment, order, injunction, stipulation, determination, award or decree or agency requirement of or undertaking to Parent any Governmental Authority, including common law (collectively, “Laws” and the Parent Subsidiarieseach, a “Law”), except where such non-compliance compliance, default or violation would not reasonably be expected to have, individually or in the aggregate, a Parent an RMP Material Adverse Effect. Since January 1, 2012, neither Parent nor any of the Parent Subsidiaries has received any written notice or, to the knowledge of Parent, other communication from any Governmental Entity regarding any material violation of, or material failure to comply with, any Law. (b) Parent RMP, RMP GP and the Parent their Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity Permits (including Environmental Permits) necessary for Parent RMP, RMP GP and the Parent their Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Parent RMP Permits”), except where the failure to have any of the Parent RMP Permits would not reasonably have, individually or in the aggregate, an RMP Material Adverse Effect. All RMP Permits are in full force and effect, except where the failure to be expected in full force and effect would not have, individually or in the aggregate, an RMP Material Adverse Effect. No suspension or cancellation of any of the RMP Permits is pending or, to the Knowledge of RMP, threatened, except where such suspension or cancellation would not have, individually or in the aggregate, an RMP Material Adverse Effect. RMP, RMP GP and their Subsidiaries are not, and since December 31, 2015 have not been, in violation or breach of, or default under, any RMP Permit, except where such violation, breach or default would not have, individually or in the aggregate, an RMP Material Adverse Effect. As of the date of this Agreement, to the Knowledge of RMP, no event or condition has occurred or exists which would result in a violation of, breach, default or loss of a benefit under, or acceleration of an obligation of RMP, RMP GP or any of their Subsidiaries under, any RMP Permit, or has caused (or would cause) an applicable Governmental Authority to fail or refuse to issue, renew or extend any RMP 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, an RMP Material Adverse Effect. (c) Without limiting the generality of Section 3.8(a), none of RMP, its Subsidiaries, or, to the knowledge of RMP, any consultant, agent or representative of any of the foregoing (in their respective capacities as such), (i) has violated the U.S. Foreign Corrupt Practices Act, and any other U.S. and foreign anti-corruption Laws that are applicable to RMP or its Subsidiaries; (ii) has, to the knowledge of RMP, been given written notice by any Governmental Authority of any facts which, if true, would constitute a violation of the U.S. Foreign Corrupt Practices Act or any other U.S. or foreign anti-corruption Laws by any such person; and (iii) to the knowledge of RMP, is being (and has not been) investigated by any Governmental Authority except, in each case of the foregoing clauses (i) through (iii), as would not have, individually or in the aggregate, a Parent RMP Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) all Parent Permits are in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof and (ii) Parent and each Parent Subsidiary is in compliance with the terms and requirements of all Parent Permits.