Common use of Contribution and IPO Clause in Contracts

Contribution and IPO. As of the Availability Date: (a) each of the Material Agreements and each other material agreement and document (including schedules and exhibits thereto) relating to the Contribution and the Midstream MLP IPO (i) is consistent in all material respects with the description thereof in the Registration Statement and (ii) has been duly executed and delivered by each party thereto and constitutes the legal, valid and binding obligation of each such party, enforceable in accordance with its terms, except as enforceability may be limited by general principles of equity and bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by moratorium laws from time to time in effect; and (b) the Contribution and the Midstream MLP IPO (i) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect (except for any reports required to be filed by the Borrower or Xxxx with the SEC) and any applicable waiting periods have expired without any action being taken or threatened by any Governmental Authority, in each case which would restrain or prevent or otherwise impose materially adverse conditions on the Contribution or the Midstream Partners IPO, (ii) will not violate any law or regulation or any order of any Governmental Authority, in each case, applicable to or binding upon the Borrower or any of its Subsidiaries or, to the Borrower’s knowledge, Xxxx XX, or any property of the foregoing, except to the extent that such violations, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (iii) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Borrower or any of its Subsidiaries or, to the Borrower’s knowledge, Xxxx XX, or by which any property or asset of any of the foregoing is bound, except to the extent that such violations, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (iv) will not result in the creation or imposition of any Lien prohibited hereunder on any asset of the Borrower or any of its Subsidiaries or, to the Borrower’s knowledge, on Xxxx GP’s Equity Interests in the Borrower and (v) will not violate the organizational documents of the Borrower, any of its Subsidiaries or, to the Borrower’s knowledge, Xxxx XX.

Contribution and IPO. As of the Availability Closing Date: (a) the Contribution and the IPO are within the Parent Guarantor’s and General Partner’s company and partnership powers and have been duly authorized by all necessary action; (b) each of the Material Agreements and each other material agreement and document (including schedules and exhibits thereto) relating to the Contribution and the Midstream MLP IPO (i) is consistent in all material respects with the description thereof in the Registration Statement and (ii) has been duly executed and delivered by each Loan Party party thereto and constitutes the a legal, valid and binding obligation of each such partyLoan Party, enforceable in accordance with its terms, except as enforceability may be limited by general principles of equity and subject to applicable bankruptcy, insolvency, reorganization reorganization, moratorium or similar other laws affecting creditors’ rights generally and by moratorium laws from time subject to time general principles of equity, regardless of whether considered in effecta proceeding in equity or at law; and (bc) the Contribution and the Midstream MLP IPO (i) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect (except for any reports required to be filed by the Borrower Parent Guarantor or Xxxx MPC with the SECSEC pursuant to the Exchange Act) and any applicable waiting periods have expired without any action being taken or threatened by any Governmental Authority, in each case which would restrain or prevent or otherwise impose materially adverse conditions on Contribution and the Contribution or the Midstream Partners IPO, (ii) will not violate any law or regulation or any order of any Governmental Authority, in each case, applicable to or binding upon the Borrower Parent Guarantor, MPC or General Partner or any of its Subsidiaries orthe Parent Guarantor’s, to the BorrowerMPC’s knowledge, Xxxx XX, or any property of the foregoingGeneral Partner’s property, except to the extent that such violations, individually or in the aggregate, a Material Adverse Effect would not reasonably be expected to have a Material Adverse Effectresult therefrom, (iii) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Borrower Parent Guarantor or any of its Subsidiaries orSubsidiaries, to the Borrower’s knowledge, Xxxx XX, MPC or General Partner or by which any property or asset of the Parent Guarantor or any of the foregoing its Subsidiaries is bound, except to the extent that such violations, individually or in the aggregate, a Material Adverse Effect would not reasonably be expected to have a Material Adverse Effectresult therefrom, (iv) will not result in the creation or imposition of any Lien prohibited hereunder on any asset of the Borrower Parent Guarantor or any of its Subsidiaries or, to or on the Borrower’s knowledge, on Xxxx GPGeneral Partner’s Equity Interests in the Borrower Parent Guarantor and (v) will not violate the organizational documents Organizational Documents of the BorrowerParent Guarantor, any of its Subsidiaries or, to the Borrower’s knowledge, Xxxx XXGeneral Partner or MPC.