Common use of Consents, Approvals, Authorizations and Governmental Regulations; Permits Clause in Contracts

Consents, Approvals, Authorizations and Governmental Regulations; Permits. (a) Except (i) as required under the HSR Act, (ii) for Post-Closing Consents and consents required under the Real Property Interests, Contracts and Permits, or (iii) as set forth in Schedule 4.5(a) (the items described in clause (iii) being the “SELLER Required Consents”), no order, consent, waiver, permission, authorization or approval of, or exemption by, or notice to, or the registration or filing with any Governmental Authority or Third Person, is necessary for SELLER to execute, deliver or perform this Agreement or for SELLER or DCP to execute, deliver or perform the Transaction Documents to which it is a party. (b) Except as set forth in Schedule 4.5(b), (i) the Controlled Entities have all of the Permits required or necessary to own the Assets, and to SELLER’s Knowledge, each Operator has all of the Permits required or necessary to operate and maintain the Assets in the manner currently conducted (other than immaterial Permits, the absence of which will not adversely affect BUYER’s ownership of the Controlled Entities or operation or maintenance of the Assets), (ii) all such Permits are valid and in full force and effect, (iii) the Controlled Entities have received no notification concerning, and there are no material violations in existence with respect to, the Permits, and (iv) no Proceeding is pending or to SELLER’s Knowledge threatened with respect to the Permits.

Consents, Approvals, Authorizations and Governmental Regulations; Permits. (a) Except for (i) as required under the HSR Act, (ii) for Post-Closing Consents and consents required under the Real Property Interests, Contracts and Permits, or (iiiii) as set forth in Schedule 4.5(a) (the items described in clause (iiiii) being the “SELLER Required Consents”), no order, consent, waiver, permission, authorization or approval of, or exemption by, or notice to, or the registration or filing with any Governmental Authority or Third Person, is necessary for SELLER to execute, deliver or perform this Agreement or for SELLER or DCP to execute, deliver or perform the Transaction Documents to which it is a party. (b) Except as set forth in Schedule 4.5(b), (i) the Controlled Entities have all of the Permits required or necessary to own the Assets, and to SELLER’s Knowledge, each Operator has all of the Permits required or necessary to operate and maintain the Assets in the manner currently conducted (other than immaterial Permits, the absence of which will not adversely affect BUYER’s ownership of the Controlled Entities or operation or maintenance of the Assets), (ii) all such Permits are valid and in full force and effect, (iii) the Controlled Entities have received no notification concerning, and there are no material violations in existence with respect to, the Permits, and (iv) no Proceeding is pending or to SELLER’s Knowledge threatened with respect to the Permits.

Consents, Approvals, Authorizations and Governmental Regulations; Permits. (a) Except (i) for Post-Closing Consents, (ii) as may be required under the HSR Act, (ii) for Post-Closing Consents and consents required under the Real Property Interests, Contracts and Permits, or (iii) as set forth in Schedule 4.5(a5.4(a) (the items described in clause clauses (ii) and (iii) being collectively referred to as the “SELLER "DEFS Required Consents”"), ; no order, consent, waiver, permission, authorization or approval of, or exemption by, or the giving of notice to, to or the registration or filing with any Governmental Authority or Third Person, is necessary for SELLER DEFS to execute, deliver or and perform this Agreement or the Transaction Documents to which it is a party or for SELLER any Selling Subsidiary to sell, assign or DCP transfer its interest in the Assets to BUYER or to execute, deliver or and perform any of the Transaction Documents to which it is a party. (b) Except as set forth in Schedule 4.5(b5.4(b), (i) the Controlled Entities have Permits described on Exhibits A-4(a), A-4(b) and A-4(c) constitute all of the Permits required or necessary for DEFS or any of the Selling Subsidiaries (as applicable) to own its interests in the Assets, and to SELLER’s Knowledgeoperate the Operated Systems, each Operator has all of in the Permits required or necessary to operate places and maintain the Assets in the manner currently conducted owned or operated (other than immaterial Permits, the absence of which will not adversely affect BUYER’s ownership of the Controlled Entities 's ability to own or operation or maintenance of operate the Assets), (ii) all and each such Permits are valid and Permit is in full force and effect, (iiiii) the Controlled Entities have either DEFS nor any Selling Subsidiary has received no written notification concerning, and there are no material violations that are in existence with respect to, the Permits, to such Permits and (iviii) no Proceeding is pending pending, or to SELLER’s Knowledge DEFS' Knowledge, threatened with respect to the revocation, limitation or otherwise relating to any of such Permits. Notwithstanding anything herein to the contrary, the provisions of this Section 5.4(b) shall not relate to or cover any matter relating to or arising out of any Environmental Laws (an "Environmental Matter").