Common use of Governmental Filings; No Violations; Certain Contracts, Etc Clause in Contracts

Governmental Filings; No Violations; Certain Contracts, Etc. (a) Except for (i) compliance with, and filings under, the Exchange Act and the Securities Act and the rules and regulations promulgated thereunder, including the filing with the SEC of the Registration Statement; (ii) compliance with state securities, takeover and “blue sky” Laws and the filing of documents with various state securities authorities that may be required in connection with the transactions contemplated by this Agreement; (iii) the filing of the Certificate of Merger and other appropriate merger documents required by DRULPA and DLLCA with the Secretary of State of the State of Delaware; and (iv) compliance with the applicable requirements of the NYSE, no notices, reports, or other filings are required to be made by the TMLP Parties (or their Subsidiaries) or the Merger Subs with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the TMLP Parties (or their Subsidiaries) or the Merger Subs from, any Governmental Entity, in connection with the execution, delivery and performance of this Agreement by the TMLP Parties and the Merger Subs and the consummation of the Merger, the GP Merger and the other transactions contemplated by this Agreement, except as would not have a TMLP Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement. -39- US-DOCS\87676517.23

Governmental Filings; No Violations; Certain Contracts, Etc. (a) Except for (i) compliance with, and filings under, the Exchange Act and the Securities Act and the rules and regulations promulgated thereunder, including the filing with the SEC of the Registration Statement; (ii) compliance with state securities, takeover and “blue sky” Laws and the filing of documents with various state securities authorities that may be required in connection with the transactions contemplated by this Agreement; (iii) the filing of the Certificate of Merger, the Certificate of GP Merger and other appropriate merger documents required by DRULPA and DLLCA with the Secretary of State of the State of Delaware; and (iv) compliance with the applicable requirements of the NYSE, no notices, reports, reports or other filings are required to be made by the TMLP WMLP Parties (or their Subsidiaries) or the Merger Subs Subsidiaries with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the TMLP WMLP Parties (or their Subsidiaries) or the Merger Subs Subsidiaries from, any Governmental Entity, in connection with the execution, delivery and performance of this Agreement by the TMLP WMLP Parties and the Merger Subs and the consummation of the Merger, the GP Merger and the other transactions contemplated by this Agreement, or in connection with the continuing operation of the business of the WMLP Parties and their Subsidiaries following the Effective Time, except as would not have a TMLP WMLP Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement. -39- US-DOCS\87676517.23.

Governmental Filings; No Violations; Certain Contracts, Etc. (a) Except for Other than (iA) compliance with, and filings under, the Exchange Act filing of the Articles of Merger and the Securities Act and the rules and regulations promulgated thereunderCertificate of Merger pursuant to Section 1.3, including (B) the filing with the SEC of (x) the Joint Proxy/Prospectus in preliminary and definitive form relating to the Parent Stockholder Meeting as part of the Registration Statement; Statement (ii) compliance with state securities, takeover and “blue sky” Laws and the filing declaration of documents with various state securities authorities that its effectiveness) and (y) such other reports and filings under, and compliance with, the Securities Act and Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, (C) the filings under, and compliance with, the rules and regulations of the NASDAQ as may be required in connection with this Agreement and the transactions contemplated hereby, (D) such filings and approvals as may be required by this Agreement; any Takeover Statutes, (iiiE) any filing required under the HSR Act and (F) the filing with and approval by FINRA of the Certificate of Merger and other appropriate merger documents required by DRULPA and DLLCA with the Secretary of State of the State of Delaware; and (iv) compliance with the applicable requirements of the NYSEeach Broker-Dealer Subsidiary’s Continuing Membership Application, no notices, reports, reports or other filings are required to be made by the TMLP Parties (or their Subsidiaries) or the Merger Subs Parent with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the TMLP Parties (or their Subsidiaries) or the Merger Subs Parent from, any Governmental Entity, Entity in connection with the execution, delivery and performance of this Agreement by the TMLP Parties and the Merger Subs Parent and the consummation of the Merger, the GP Merger and the other transactions contemplated by this Agreementhereby, or in connection with the continuing operation of the business of Parent and its Subsidiaries following the Effective Time, except as those that the failure to make or obtain would not not, individually or in the aggregate, reasonably be expected to have a TMLP Parent Material Adverse Effect or prevent, materially delay or materially impair the consummation ability of Parent to consummate the Merger or the other transactions contemplated by this Agreement. -39- US-DOCS\87676517.23.

Governmental Filings; No Violations; Certain Contracts, Etc. (a) Except for (i) compliance with, and filings under, the Exchange Act and the Securities Act and the rules and regulations promulgated thereunder, including the filing with the SEC of the Registration Statement; (ii) compliance with state securities, takeover and “blue sky” Laws and the filing of documents with various state securities authorities that may be required in connection with the transactions contemplated by this Agreement; (iii) the filing of the Certificate of Merger and other appropriate merger documents required by DRULPA and DLLCA with the Secretary of State of the State of Delaware; and (iv) compliance with the applicable requirements of the NYSE, no notices, reports, reports or other filings are required to be made by the TMLP ANDX Parties (or their Subsidiaries) or the Merger Subs Subsidiaries with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the TMLP ANDX Parties (or their Subsidiaries) or the Merger Subs Subsidiaries from, any Governmental Entity, in connection with the execution, delivery and performance of this Agreement by the TMLP ANDX Parties and the Merger Subs and the consummation of the Merger, the GP Merger and the other transactions contemplated by this Agreement, or in connection with the continuing operation of the business of the ANDX Parties and their Subsidiaries following the Effective Time, except as would not have a TMLP an ANDX Material Adverse Effect or reasonably be expected to prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement. -39- US-DOCS\87676517.23.

Governmental Filings; No Violations; Certain Contracts, Etc. (a) Except for (i) compliance with, and filings under, the Exchange Act and the Securities Act and the rules and regulations promulgated thereunder, including the filing with the SEC of the Registration Statement; (ii) compliance with state securities, takeover and “blue sky” Laws and the filing of documents with various state securities authorities that may be required in connection with the transactions contemplated by this Agreement; (iii) the filing of the Certificate of Merger and other appropriate merger documents required by DRULPA and DLLCA with the Secretary of State of the State of Delaware; and (iv) compliance with the applicable requirements of the NYSE, no notices, reports, or other filings are required to be made by the TMLP MPLX Parties (or their Subsidiaries) or the Merger Subs Sub with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the TMLP MPLX Parties (or their Subsidiaries) or the Merger Subs Sub from, any Governmental Entity, in connection with the execution, delivery and performance of this Agreement by the TMLP MPLX Parties and the Merger Subs Sub and the consummation of the Merger, the GP Merger and the other transactions contemplated by this Agreement, except as would not have a TMLP MPLX Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement. -39- US-DOCS\87676517.23.