Common use of Laws and Regulations; Litigation Clause in Contracts

Laws and Regulations; Litigation. As of the date hereof, there are no pending claims, fines, actions, suits, demands, investigations or proceedings or any arbitration or binding dispute resolution proceeding (collectively, “Litigation”) with respect to which any of the Contributors or MLP LP LLC has been contacted in writing by or on behalf of the plaintiff or claimant, against or affecting the Business or the Assets or their ownership of the Business or the Assets (other than Litigation under any Environmental Law, which is the subject of Section 3.9) that (i) would individually, or in the aggregate, have a Material Adverse Effect or (ii) seek any material injunctive relief. Except as would not, individually or in the aggregate, have a Material Adverse Effect, (x) the Contributors and MLP LP LLC are not in violation of or in default under any law or regulation or under any order (other than Environmental Laws, which are the subject of Section 3.9) of any Governmental Authority applicable to it and (y) there is no Litigation (other than Litigation under any Environmental Law, which is the subject of Section 3.9) pending or, to any Contributor’s knowledge, threatened against or affecting such Contributor or MLP LP LLC, or any of their respective properties or assets, at law or in equity, by or before any Governmental Authority having jurisdiction over such party. Except as would not, individually or in the aggregate, have a Material Adverse Effect, no Litigation is pending or, to any Contributor’s knowledge, threatened to which any Contributor or MLP LP LLC is or may become a party that questions or involves the validity or enforceability of any of their respective obligations under this Agreement or seeks to prevent or delay, or damages in connection with, the consummation of the Transactions.

Laws and Regulations; Litigation. As Schedule 3.5 sets forth a list as of the date hereof, there are no hereof of all pending claims, fines, actions, suits, demands, investigations or proceedings or any arbitration or binding dispute resolution proceeding (collectively, “Litigation”) with respect to which any of the Contributors Contributors, ABS 2007 or MLP LP LLC ABS Leasing has been contacted in writing by or on behalf of the plaintiff or claimant, against or affecting the Business or the Assets or their the Contributors’, ABS 2007’s or ABS Leasing’s ownership of the Business or the Assets (other than Litigation under any Environmental Law, which is the subject of Section 3.9) and that (i) would individually, or in the aggregate, have a Material Adverse Effect or (ii) seek any material injunctive relief. Except as set forth in Schedule 3.5 or as would not, individually or in the aggregate, have a Material Adverse Effect, (x) the Contributors Contributors, ABS 2007 and MLP LP LLC ABS Leasing are not in violation of or in default under any law or regulation or under any order (other than Environmental Laws, which are the subject of Section 3.9) of any Governmental Authority applicable to it and (y) there is no Litigation (other than Litigation under any Environmental Law, which is the subject of Section 3.9) pending or, to any Contributor’s knowledge, threatened against or affecting such Contributor Contributor, ABS 2007 or MLP LP LLCABS Leasing, or any of their respective properties or assets, at law or in equity, by or before any Governmental Authority having jurisdiction over such party. Except as would not, individually or in the aggregate, have a Material Adverse Effect, no Litigation is pending or, to any Contributor’s knowledge, threatened to which any Contributor Contributor, ABS 2007 or MLP LP LLC ABS Leasing is or may become a party that questions or involves the validity or enforceability of any of their respective such Contributor’s, ABS 2007’s or ABS Leasing’s obligations under this Agreement or seeks to prevent or delay, or damages in connection with, the consummation of the Transactions.

Laws and Regulations; Litigation. As of the date hereof, there There are no pending or, to the knowledge of CONE Gathering, threatened claims, fines, actions, suits, demands, investigations or proceedings or any arbitration or binding dispute resolution proceeding (collectively, “LitigationProceedings”) with respect to which any of the Contributors against CONE Gathering or MLP LP LLC has been contacted in writing by or on behalf of the plaintiff or claimant, against or affecting the Business Subject Interests or the Assets or their ownership of the Business or the Assets (other than Litigation under any Environmental Law, which is the subject of Section 3.9) Subject Interests that (i) would individually, or in the aggregate, have a Sponsor Material Adverse Effect or (ii) seek any material injunctive reliefrelief with respect to the Subject Interests. Except as would not, individually or in the aggregate, have a Sponsor Material Adverse Effect, (x) CONE Gathering is not the Contributors and MLP LP LLC are not in subject of any violation of or in default under any law or regulation or under any order (other than Environmental Laws, which are the subject of Section 3.9) of any Governmental Authority applicable to it and (y) there is are no Litigation (other than Litigation under any Environmental Law, which is the subject of Section 3.9) Proceedings pending or, to any Contributor’s knowledgethe knowledge of CONE Gathering, threatened against or affecting such Contributor or MLP LP LLC, or any the ownership of their respective properties or assetsthe Subject Interests, at law or in equity, by or before any Governmental Authority having jurisdiction over such partyCONE Gathering. Except as would not, individually or in the aggregate, have a Sponsor Material Adverse Effect, no Litigation is Proceedings are pending or, to any Contributor’s knowledgethe knowledge of CONE Gathering, threatened to which any Contributor or MLP LP LLC CONE Gathering is or may become a party that questions or involves the validity or enforceability of any of their respective its obligations under this Agreement or seeks to prevent or delay, or damages in connection with, the consummation of the Transactionstransactions contemplated hereby.

Laws and Regulations; Litigation. As of the date hereof, there are no pending or, to the Contributing Parties’ knowledge, threatened claims, fines, actions, suits, demands, investigations or proceedings or any arbitration or binding dispute resolution proceeding (collectively, “Litigation”) with respect to which against any of the Contributors Contributing Parties, Contributed Entities or, to the Contributing Parties’ knowledge, Joint Venture Companies, or MLP LP LLC has been contacted in writing by or on behalf of the plaintiff or claimant, against or affecting the Business Contributed Interests or the Assets or their ownership of the Business Contributed Interests or the JV Assets (other than Litigation under any Environmental Law, which is the subject of Section 3.93.7) that (i) would individually, or in the aggregate, have a Material Adverse Effect or (ii) seek any material injunctive reliefrelief with respect to the Contributed Interests or the JV Assets. Except as would not, individually or in the aggregate, have a Material Adverse Effect, (x) none of the Contributors and MLP LP LLC are not Contributed Entities or, to the Contributing Parties’ knowledge, Joint Venture Companies is in violation of or in default under any law or regulation or under any order (other than Environmental Laws, which are the subject of Section 3.93.7) of any Governmental Authority applicable to it and (y) there is no Litigation (other than Litigation under any Environmental Law, which is the subject of Section 3.93.7) pending or, to any Contributor’s the Contributing Parties’ knowledge, threatened against or affecting such Contributor or MLP LP LLCthe Contributed Entities, or any the Contributed Interests, the Contributing Parties’ ownership of their respective properties or assetsthe Contributed Interests or, to the Contributing Parties’ knowledge, the Joint Venture Companies, at law or in equity, by or before any Governmental Authority having jurisdiction over such partyany of the Contributing Parties, Contributed Entities or Joint Venture Companies. Except as would not, individually or in the aggregate, have a Material Adverse Effect, no Litigation is pending or, to any Contributor’s the Contributing Parties’ knowledge, threatened to which any Contributor or MLP LP LLC of the Contributing Parties is or may become a party that questions or involves the validity or enforceability of any of their its respective obligations under this Agreement or seeks to prevent or delay, or damages in connection with, the consummation of the Transactionstransactions contemplated hereby.

Laws and Regulations; Litigation. As Schedule 4.05 sets forth a list as of the date hereof, there are no pending of this Agreement of all claims, fines, actions, suits, demands, investigations or proceedings or any arbitration or binding dispute resolution proceeding (collectively, “Litigation”) with respect that are pending or, to which any of the Contributors or MLP LP LLC has been contacted in writing by or on behalf of the plaintiff or claimantNMD’s and its affiliates’ knowledge, threatened against or affecting the Business or Assets and the Assets or their ownership of the Business or the Assets Operations related thereto (other than Litigation under any Environmental Law, which is the subject of Section 3.94.07) and that (ia) would individuallywould, individually or in the aggregate, have have, or reasonably be expected to have, a Material Adverse Effect on the Assets or the Operations related thereto, taken as a whole, or (iib) seek seeks any material injunctive relief. Except as would notset forth in Schedule 4.05, individually or in the aggregate, have a Material Adverse Effect, (x) the Contributors and MLP LP LLC are NMD is not in violation of or in default under any law or regulation or under any order (other than Environmental Laws, which are the subject of Section 3.94.07) of any Governmental Authority applicable to it and (y) there is no Litigation (other than Litigation under any Environmental Law, which is the subject of Section 3.9) pending or, to any Contributor’s knowledge, threatened against or affecting such Contributor or MLP LP LLC, or any of their respective properties or assets, at law or in equity, by or before any Governmental Authority having jurisdiction over such party. Except except as would not, individually or in the aggregate, have have, or reasonably be expected to have, a Material Adverse Effect, no Effect on the Assets or the Operations related thereto. No Litigation is pending or, to any Contributor’s knowledgethe knowledge of NMD, threatened to which any Contributor or MLP LP LLC NMD is or may become a party that questions or involves the validity or enforceability of any the obligations of their respective obligations NMD under this Agreement or the other Constituent Documents or seeks to prevent or delay, or seeks damages in connection with, the consummation of the Transactionstransactions contemplated by this Agreement, and which, in either case, has a material and adverse effect on the ability of NMD to consummate the transactions contemplated by this Agreement or any other Constituent Document. Except as set forth on Schedule 4.05, as of the date of this Agreement, there is no Litigation initiated by NMD or its affiliates related to the Assets or the Operations related thereto.

Laws and Regulations; Litigation. As of the date hereof, there are no pending or, to P66 Company’s knowledge, threatened claims, fines, actions, suits, demands, investigations or proceedings or any arbitration or binding dispute resolution proceeding (collectively, “Litigation”) with respect to which against any of the Contributors P66 Parties, the Contributed Entities, P66 Opco or MLP LP LLC has been contacted in writing by Xxxxxx Frac LLC, or on behalf of the plaintiff or claimant, against or affecting the Business Businesses or Contributed Interests or Contributed Assets or the Assets or their ownership of the Business Contributed Interests, ownership or operation of the Contributed Assets or the Assets operation of the Businesses (other than Litigation under any Environmental Law, which is the subject of Section 3.93.7) that (i) would individually, or in the aggregate, have a Material Adverse Effect or (ii) seek any material injunctive reliefrelief with respect to the Businesses or the Contributed Assets. Except as would not, individually or in the aggregate, have a Material Adverse Effect, (x) none of the Contributors and MLP LP LLC are not in Contributed Entities, P66 Opco or Xxxxxx Frac is the subject of any violation of or in default under any law or regulation or under any order (other than Environmental Laws, which are the subject of Section 3.93.7) of any Governmental Authority applicable to it and (y) there is no Litigation (other than Litigation under any Environmental Law, which is the subject of Section 3.93.7) pending or, to any Contributor’s the P66 Parties’ knowledge, threatened against or affecting such Contributor the Businesses or MLP LP LLCContributed Assets or the Contributed Entities, P66 Opco or any Xxxxxx Frac or PDI’s ownership of their respective properties or assetsthe Contributed Interests, at law or in equity, by or before any Governmental Authority having jurisdiction over such partythe P66 Parties. Except as would not, individually or in the aggregate, have a Material Adverse Effect, no Litigation is pending or, to any Contributor’s the P66 Parties’ knowledge, threatened to which any Contributor or MLP LP LLC P66 Party is or may become a party that questions or involves the validity or enforceability of any of their respective obligations under this Agreement or seeks to prevent or delay, or damages in connection with, the consummation of the Transactionstransactions contemplated hereby.

Laws and Regulations; Litigation. As Schedule 3.7 sets forth a list as of the date hereof, there are no pending of this Agreement of all claims, fines, actions, suits, demands, investigations or proceedings or any arbitration or binding dispute resolution proceeding (collectively, “Litigation”) with respect that are pending or, to which any of KMI’s or the Contributors or MLP LP LLC has been contacted in writing by or on behalf of the plaintiff or claimantContributors’ knowledge, threatened against or affecting the Business Companies or any of their respective properties, assets, operations or businesses or the Assets or their Contributors’ ownership of the Business or the Assets interests therein (other than Litigation under any Environmental Law, which is the subject of Section 3.93.15) and that (ia) would individuallywould, individually or in the aggregate, have have, or reasonably be expected to have, a Material Adverse Effect on the Companies, taken as a whole, or (iib) seek seeks any material injunctive relief. Except as would notset forth in Schedule 3.7, individually or in the aggregate, have a Material Adverse Effect, (x) the Contributors and MLP LP LLC the Companies are not in violation of or in default under any law or regulation or under any order (other than Environmental Laws, which are the subject of Section 3.93.15) of any Governmental Authority applicable to it and (y) there is no Litigation (other than Litigation under any Environmental Law, which is the subject of Section 3.9) pending or, to any Contributor’s knowledge, threatened against or affecting such Contributor or MLP LP LLC, or any of their respective properties or assets, at law or in equity, by or before any Governmental Authority having jurisdiction over such party. Except them except as would not, individually or in the aggregate, have have, or reasonably be expected to have, a Material Adverse EffectEffect on the Companies, no taken as a whole. No Litigation is pending or, to any Contributor’s knowledgethe knowledge of KMI or either of the Contributors, threatened to which KMI or any Contributor or MLP LP LLC is or may become a party that questions or involves the validity or enforceability of any the obligations of their respective obligations KMI or either of the Contributors under this Agreement or the Constituent Documents or seeks to prevent or delay, or damages in connection with, the consummation of the Transactionstransactions contemplated by this Agreement, and which, in either case, has a material and adverse effect on the ability of KMI or either Contributor to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 3.7, as of the date of this Agreement, there is no Litigation initiated by the Companies that is pending against any other person.

Laws and Regulations; Litigation. As of the date hereof, there are no pending or, to P66 Company’s knowledge, threatened claims, fines, actions, suits, demands, investigations or proceedings or any arbitration or binding dispute resolution proceeding (collectively, “Litigation”) with respect to which any of the Contributors against P66 Company, or MLP LP LLC has been contacted in writing by or on behalf of the plaintiff or claimant, against or affecting the Business Businesses or the Assets or their the ownership and operation of the Business Businesses or the Assets by any of the Contributed Entities (other than Litigation under any Environmental Law, which is the subject of Section 3.93.7) that (i) would individually, or in the aggregate, have a Material Adverse Effect or (ii) seek any material injunctive reliefrelief with respect to the Businesses or the Assets. Except as would not, individually or in the aggregate, have a Material Adverse Effect, (x) none of the Contributors and MLP LP LLC are not Contributed Entities is in violation of or in default under any law or regulation or under any order (other than Environmental Laws, which are the subject of Section 3.93.7) of any Governmental Authority applicable to it and (y) there is no Litigation (other than Litigation under any Environmental Law, which is the subject of Section 3.93.7) pending or, to any ContributorP66 Company’s knowledge, threatened against or affecting such Contributor the Businesses, the Contributed Entities or MLP LP LLC, the Assets or any P66 Company’s ownership of their respective properties or assetsthe Contributed Interests, at law or in equity, by or before any Governmental Authority having jurisdiction over such partyP66 Company or any of the Contributed Entities. Except as would not, individually or in the aggregate, have a Material Adverse Effect, no Litigation is pending or, to any ContributorP66 Company’s knowledge, threatened to which any Contributor or MLP LP LLC P66 Company is or may become a party that questions or involves the validity or enforceability of any of their its respective obligations under this Agreement or seeks to prevent or delay, or damages in connection with, the consummation of the Transactionstransactions contemplated hereby.

Laws and Regulations; Litigation. As Schedule 3.7 sets forth a list as of the date hereof, there are no pending of this Agreement of all claims, fines, actions, suits, demands, investigations or proceedings or any arbitration or binding dispute resolution proceeding (collectively, “Litigation”) with respect that are pending or, to which any of KMI’s or the Contributors or MLP LP LLC has been contacted in writing by or on behalf of the plaintiff or claimantContributors’ knowledge, threatened against or affecting the Business Companies or any of their respective properties, assets, operations or businesses or the Assets or their Contributors’ ownership of the Business or the Assets interests therein (other than Litigation under any Environmental Law, which is the subject of Section 3.93.15) and that (ia) would individuallywould, individually or in the aggregate, have have, or reasonably be expected to have, a Material Adverse Effect on the Companies, taken as a whole, or (iib) seek seeks any material injunctive relief. Except as would notset forth in Schedule 3.7, individually or in the aggregate, have a Material Adverse Effect, (x) the Contributors and MLP LP LLC the Companies are not in violation of or in default under any law or regulation or under any order (other than Environmental Laws, which are the subject of Section 3.93.15) of any Governmental Authority applicable to it and (y) there is no Litigation (other than Litigation under any Environmental Law, which is the subject of Section 3.9) pending or, to any Contributor’s knowledge, threatened against or affecting such Contributor or MLP LP LLC, or any of their respective properties or assets, at law or in equity, by or before any Governmental Authority having jurisdiction over such party. Except them except as would not, individually or in the aggregate, have have, or reasonably be expected to have, a Material Adverse EffectEffect on the Companies, no taken as a whole. No Litigation is pending or, to the knowledge of KMI or any Contributor’s knowledgeof the Contributors, threatened to which KMI or any Contributor or MLP LP LLC is or may become a party that questions or involves the validity or enforceability of the obligations of KMI or any of their respective obligations the Contributors under this Agreement or the Constituent Documents or seeks to EXHIBIT 2.1 prevent or delay, or damages in connection with, the consummation of the Transactionstransactions contemplated by this Agreement, and which, in either case, has a material and adverse effect on the ability of KMI or any Contributor to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 3.7, as of the date of this Agreement, there is no Litigation initiated by the Companies that is pending against any other person.

Laws and Regulations; Litigation. As of the date hereof, there There are no pending or, to MPCI’s Knowledge, threatened claims, fines, actions, suits, demands, investigations or proceedings or any arbitration or binding dispute resolution proceeding (collectively, “Litigation”) with respect to which against any of MPCI, the Contributors Contributed Entities or, to MPCI’s Knowledge, the Joint Venture Companies, or MLP LP LLC has been contacted in writing by or on behalf of the plaintiff or claimant, against or affecting the Business Contributed Interests or the Assets or their ownership of the Business or the Assets Contributed Interests (other than Litigation under any Environmental Law, which is the subject of Section 3.95.9) that (i) would individually, or in the aggregate, have a Material Adverse Effect or (ii) seek any material injunctive reliefrelief with respect to the Contributed Interests. Except as would not, individually or in the aggregate, have a Material Adverse Effect, (x) none of Logistics, Holdings, MPLX GP, the Contributors and MLP LP LLC are not Contributed Entities or, to MPCI’s Knowledge, the Joint Venture Companies is in violation of or in default under any municipal, state or federal ordinance, law (including common law), rule or regulation or under any order (other than Environmental Laws, which are the subject of Section 3.95.9) of any Governmental Authority applicable to it and (y) there is no Litigation (other than Litigation under any Environmental Law, which is the subject of Section 3.95.9) pending or, to any Contributorthe MPCI’s knowledgeKnowledge, threatened against or affecting such Contributor or MLP LP LLCLogistics, or any Holdings, MPLX GP, the Contributed Entities, the Contributed Interests, MPCI’s ownership of their respective properties or assetsthe Contributed Interests or, to MPCI’s Knowledge, the Joint Venture Companies, at law or in equity, by or before any Governmental Authority having jurisdiction over such partyany of MPCI, the Contributed Entities or the Joint Venture Companies. Except as would not, individually or in the aggregate, have a Material Adverse Effect, no Litigation is pending or, to any ContributorMPCI’s knowledgeKnowledge, threatened to which MPCI or any Contributor or MLP LP LLC of its Affiliates is or may become a party that questions or involves the validity or enforceability of any of their its respective obligations under this Agreement or seeks to prevent or delay, or damages in connection with, the consummation of the Transactionstransactions contemplated hereby.

Laws and Regulations; Litigation. As of the date hereof, there There are no pending or, to the knowledge of CONE Gathering, threatened claims, fines, actions, suits, demands, investigations or proceedings or any arbitration or binding dispute resolution proceeding (collectively, “LitigationProceedings”) with respect to which any of the Contributors against 6 CONE Gathering or MLP LP LLC has been contacted in writing by or on behalf of the plaintiff or claimant, against or affecting the Business Subject Interests or the Assets or their ownership of the Business or the Assets (other than Litigation under any Environmental Law, which is the subject of Section 3.9) Subject Interests that (i) would individually, or in the aggregate, have a Sponsor Material Adverse Effect or (ii) seek any material injunctive reliefrelief with respect to the Subject Interests. Except as would not, individually or in the aggregate, have a Sponsor Material Adverse Effect, (x) CONE Gathering is not the Contributors and MLP LP LLC are not in subject of any violation of or in default under any law or regulation or under any order (other than Environmental Laws, which are the subject of Section 3.9) of any Governmental Authority applicable to it and (y) there is are no Litigation (other than Litigation under any Environmental Law, which is the subject of Section 3.9) Proceedings pending or, to any Contributor’s knowledgethe knowledge of CONE Gathering, threatened against or affecting such Contributor or MLP LP LLC, or any the ownership of their respective properties or assetsthe Subject Interests, at law or in equity, by or before any Governmental Authority having jurisdiction over such partyCONE Gathering. Except as would not, individually or in the aggregate, have a Sponsor Material Adverse Effect, no Litigation is Proceedings are pending or, to any Contributor’s knowledgethe knowledge of CONE Gathering, threatened to which any Contributor or MLP LP LLC CONE Gathering is or may become a party that questions or involves the validity or enforceability of any of their respective its obligations under this Agreement or seeks to prevent or delay, or damages in connection with, the consummation of the Transactions.transactions contemplated hereby. 3.6

Laws and Regulations; Litigation. As of the date hereof, there are no pending claims, fines, actions, suits, demands, investigations other than as set forth on Schedule 3.5 (or proceedings or any arbitration or binding dispute resolution proceeding (collectively, “Litigation”) with respect to which any of the Contributors or MLP LP LLC has been contacted in writing by or on behalf of the plaintiff or claimant, against or affecting the Business or the Assets or their ownership of the Business or the Assets (other than Litigation under any Environmental Law, which is the subject of Section 3.93.7), (a) there is no pending or, to the P66 Parties’ knowledge, threatened Litigation against any of the P66 Parties or the Contributed Entities, or against or affecting the Contributed Interests or the MSLP Assets or the ownership of the Contributed Interests or the ownership and operation of the MSLP Assets and (b) to the P66 Parties’ knowledge, there is no pending or threatened Litigation against the JV Entities or against or affecting the ownership and operation of the JV Assets, in the case of either clause (a) or (b) that (i) would individually, or in the aggregate, have a Material Adverse Effect or (ii) seek seeks any material injunctive reliefrelief with respect to the Businesses or the Assets. Except as would not, individually or in the aggregate, have a Material Adverse Effect, (x) none of the Contributors and MLP LP LLC are not Contributed Entities or, to the P66 Parties’ knowledge, the JV Entities is in violation of or in default under any law or regulation or under any order (other than Environmental Laws, which are the subject of Section 3.93.7) of any Governmental Authority applicable to it and (y) there is no Litigation (other than Litigation under any Environmental Law, which is the subject of Section 3.93.7) pending or, to any Contributor’s the P66 Parties’ knowledge, threatened against or affecting such Contributor the Contributed Entities or MLP LP LLCthe P66 Parties’ respective ownership of the Contributed Interests or, or any of their respective properties or assetsto the P66 Parties’ knowledge, the JV Entities at law or in equity, by or before any Governmental Authority having jurisdiction over such partythe P66 Parties or any of the Contributed Entities or the JV Entities. Except as would not, individually or in the aggregate, have a Material Adverse Effect, no Litigation is pending or, to any Contributor’s the P66 Parties’ knowledge, threatened to which any Contributor or MLP LP LLC either of the P66 Parties is or may become a party that questions or involves the validity or enforceability of any of their its respective obligations under this Agreement or seeks to prevent or delay, or damages in connection with, the consummation of the Transactionstransactions contemplated hereby.

Laws and Regulations; Litigation. As of the date hereof, there are no pending or, to P66 Company’s knowledge, threatened claims, fines, actions, suits, demands, investigations or proceedings or any arbitration or binding dispute resolution proceeding (collectively, “Litigation”) with respect to which any of the Contributors against P66 Company or MLP LP LLC has been contacted in writing by Pipeline, or on behalf of the plaintiff or claimant, against or affecting the Business Businesses or Contributed Assets or the Assets or their ownership and operation of the Business Businesses or the Contributed Assets (other than Litigation under any Environmental Law, which is the subject of Section 3.93.7) that (i) would individually, or in the aggregate, have a Material Adverse Effect or (ii) seek any material injunctive reliefrelief with respect to the Businesses or the Contributed Assets. Except as would not, individually or in the aggregate, have a Material Adverse Effect, (x) none of the Contributors and MLP LP LLC are not in Contributed Assets is the subject of any violation of or in default under any law or regulation or under any order (other than Environmental Laws, which are the subject of Section 3.93.7) of any Governmental Authority applicable to it and (y) there is no Litigation (other than Litigation under any Environmental Law, which is the subject of Section 3.93.7) pending or, to any ContributorP66 Company’s knowledge, threatened against or affecting such Contributor the Businesses or MLP LP LLC, the Contributed Assets or any P66 Company’s or Pipeline’s ownership of their respective properties or assetsthe Contributed Assets, at law or in equity, by or before any Governmental Authority having jurisdiction over such partyP66 Company or Pipeline. Except as would not, individually or in the aggregate, have a Material Adverse Effect, no Litigation is pending or, to any ContributorP66 Company’s knowledge, threatened to which any Contributor P66 Company or MLP LP LLC Pipeline is or may become a party that questions or involves the validity or enforceability of any of their respective obligations under this Agreement or seeks to prevent or delay, or damages in connection with, the consummation of the Transactionstransactions contemplated hereby.

Laws and Regulations; Litigation. As of the date hereof, there are no pending or, to the P66 Parties’ knowledge, threatened claims, fines, actions, suits, demands, investigations or proceedings or any arbitration or binding dispute resolution proceeding proceedings (collectively, “Litigation”) with respect to which against any of the Contributors P66 Parties, the Contributed Entities or MLP LP LLC has been contacted in writing by or on behalf of the plaintiff or claimant, against or affecting the Business US-DOCS\70615498.10 Businesses, Contributed Interests or the Contributed Assets or their the ownership of the Business Contributed Interests or the ownership or operation of the Contributed Assets or the operation of the Businesses (other than Litigation under any Environmental Law, which is the subject of Section 3.93.7) that (i) would individually, or in the aggregate, have a Material Adverse Effect or (ii) seek any material injunctive reliefrelief with respect to the Businesses, the Contributed Interests or the Contributed Assets. Except as would not, individually or in the aggregate, have a Material Adverse Effect, (x) none of the Contributors and MLP LP LLC are not Contributed Entities is in any violation of or in default under any law or regulation or under any order (other than Environmental Laws, which are the subject of Section 3.93.7) of any Governmental Authority applicable to it and (y) there is no Litigation (other than Litigation under any Environmental Law, which is the subject of Section 3.93.7) pending or, to any Contributor’s the P66 Parties’ knowledge, threatened against or affecting such Contributor or MLP LP LLCthe Businesses, or any Contributed Assets, the Contributed Entities or, as of their respective properties or assetsthe Closing, PDI’s ownership of the Contributed Interests, at law or in equity, by or before any Governmental Authority having jurisdiction over such partythe P66 Parties. Except as would not, individually or in the aggregate, have a Material Adverse Effect, no Litigation is pending or, to any Contributor’s the P66 Parties’ knowledge, threatened to which any Contributor or MLP LP LLC P66 Party is or may become a party that questions or involves the validity or enforceability of any of their respective obligations under this Agreement or seeks to prevent or delay, or damages in connection with, the consummation of the Transactionstransactions contemplated hereby.

Laws and Regulations; Litigation. As of the date hereof, there are no pending or, to the P66 Parties’ knowledge, threatened claims, fines, actions, suits, demands, investigations or proceedings or any arbitration or binding dispute resolution proceeding (collectively, “Litigation”) with respect to which against any of the Contributors P66 Parties or, to the P66 Parties’ knowledge, Bayou Bridge, or MLP LP LLC has been contacted in writing by or on behalf of the plaintiff or claimant, against or affecting the Business Contributed Interests or the Assets or their ownership of the Business or the Assets Contributed Interests (other than Litigation under any Environmental Law, which is the subject of Section 3.93.7) that (i) would individually, or in the aggregate, have a Material Adverse Effect or (ii) seek any material injunctive reliefrelief with respect to the Contributed Interests. Except as would not, individually or in the aggregate, have a Material Adverse Effect, (x) to the Contributors and MLP LP LLC are P66 Parties’ knowledge, Bayou Bridge is not in violation of or in default under any law or regulation or under any order (other than Environmental Laws, which are the subject of Section 3.93.7) of any Governmental Authority applicable to it and (y) there is no Litigation (other than Litigation under any Environmental Law, which is the subject of Section 3.93.7) pending or, to any Contributor’s the P66 Parties’ knowledge, threatened against or affecting such Contributor or MLP LP LLCthe Contributed Interests, or any Pipeline’s ownership of their respective properties or assetsthe Contributed Interests or, to the P66 Parties’ knowledge, Bayou Bridge, at law or in equity, by or before any Governmental Authority having jurisdiction over such partyany of the P66 Parties or Bayou Bridge. Except as would not, individually or in the aggregate, have a Material Adverse Effect, no Litigation is pending or, to any Contributor’s the P66 Parties’ knowledge, threatened to which any Contributor or MLP LP LLC P66 Party is or may become a party that questions or involves the validity or enforceability of any of their its respective obligations under this Agreement or seeks to prevent or delay, or damages in connection with, the consummation of the Transactionstransactions contemplated hereby.

Laws and Regulations; Litigation. As Schedule 3.5 sets forth a list as of the date hereof, there are no of this Agreement of all pending claims, fines, actions, suits, demands, investigations or proceedings or any arbitration or binding dispute resolution proceeding (collectively, “Litigation”) with respect to which any of the Contributors or MLP LP LLC UCO 2005 has been contacted in writing by or on behalf of the plaintiff or claimant, against or affecting the Business or the Assets or their the Contributors’ or UCO 2005’s ownership of the Business or the Assets (other than Litigation under any Environmental Law, which is the subject of Section 3.9) and that (i) would individually, or in the aggregate, have a Material Adverse Effect or (ii) seek any material injunctive relief. Except as set forth in Schedule 3.5 or as would not, individually or in the aggregate, have a Material Adverse Effect, (x) the Contributors and MLP LP LLC UXX 0000 are not in violation of or in default under any law or regulation or under any order (other than Environmental Laws, which are the subject of Section 3.9) of any Governmental Authority applicable to it and (y) and, except to the extent set forth in Schedule 3.5, there is no Litigation (other than Litigation under any Environmental Law, which is the subject of Section 3.9) pending or, to any Contributor’s knowledge, threatened against or affecting such Contributor or MLP LP LLCUXX 0000, or any of their respective its properties or its assets, at law or in equity, by or before any Governmental Authority having jurisdiction over such partyContributor or UXX 0000. Except as would not, individually or in the aggregate, have a Material Adverse Effect, no Litigation is pending or, to any Contributor’s knowledge, threatened to which any Contributor or MLP LP LLC UCO 2005 is or may become a party that questions or involves the validity or enforceability of any of their respective such Contributor’s or UXX 0000’s obligations under this Agreement or seeks to prevent or delay, or damages in connection with, the consummation of the Transactions.

Laws and Regulations; Litigation. As of the date hereofExcept as set forth in Schedule 3.7, there are no pending or, to the Contributor Parties’ knowledge, threatened claims, fines, actions, suits, demands, investigations or proceedings or any arbitration or binding dispute resolution proceeding (collectively, “Litigation”) with respect to which against the Xxxxxxxx Interests or any of the Contributors Xxxxxxxx Entity, or MLP LP LLC has been contacted in writing by or on behalf of the plaintiff or claimant, against or affecting the Business or Xxxxxxxx South or the Assets or their ownership and operation of the Business or the Assets Xxxxxxxx South (other than Litigation under any Environmental Law, which is the subject of Section 3.93.11) that (i) would individually, or in the aggregate, have a Material Adverse Effect or (ii) seek any material injunctive reliefrelief with respect to the Business or Xxxxxxxx South. Except as would not, individually or in the aggregate, have a Material Adverse Effect, (x) the Contributors and MLP LP LLC are not no Xxxxxxxx Entity is in violation of or in default under any law or regulation or under any order (other than Environmental Laws, which are the subject of Section 3.93.11) of any Governmental Authority applicable to it and (y) there is no Litigation (other than Litigation under any Environmental Law, which is the subject of Section 3.9) pending or, to any Contributor’s knowledge, threatened against or affecting such Contributor or MLP LP LLC, or any of their respective properties or assets, at law or in equity, by or before any Governmental Authority having jurisdiction over such partyit. Except as would not, individually or in the aggregate, have a Material Adverse Effect, no Litigation is pending or, to any Contributor’s the Contributor Parties’ knowledge, threatened to which any Contributor or MLP LP LLC Party is or may become a party that questions or involves the validity or enforceability of any of their its respective obligations under this Agreement or seeks to prevent or delay, or seeks substantial damages in connection with, the consummation of the TransactionsTransaction.

Laws and Regulations; Litigation. As Schedule 3.7 sets forth a list as of the date hereof, there are no pending of this Agreement of all claims, fines, actions, suits, demands, investigations or proceedings or any arbitration or binding dispute resolution proceeding (collectively, “Litigation”) with respect that are pending or, to which any of KMI’s or the Contributors or MLP LP LLC has been contacted in writing by or on behalf of the plaintiff or claimantContributors’ knowledge, threatened against or affecting the Business Companies or any of their respective properties, assets, operations or businesses or the Assets or their Contributors’ ownership of the Business or the Assets interests therein (other than Litigation under any Environmental Law, which is the subject of Section 3.93.15) and that (ia) would individuallywould, individually or in the aggregate, have have, or reasonably be expected to have, a Material Adverse Effect on the Companies, taken as a whole, or (iib) seek seeks any material injunctive relief. Except as would notset forth in Schedule 3.7, individually or in the aggregate, have a Material Adverse Effect, (x) the Contributors and MLP LP LLC the Companies are not in violation of or in default under any law or regulation or under any order (other than Environmental Laws, which are the subject of Section 3.93.15) of any Governmental Authority applicable to it and (y) there is no Litigation (other than Litigation under any Environmental Law, which is the subject of Section 3.9) pending or, to any Contributor’s knowledge, threatened against or affecting such Contributor or MLP LP LLC, or any of their respective properties or assets, at law or in equity, by or before any Governmental Authority having jurisdiction over such party. Except them except as would not, individually or in the aggregate, have have, or reasonably be expected to have, a Material Adverse EffectEffect on the Companies, no taken as a whole. No Litigation is pending or, to the knowledge of KMI or any Contributor’s knowledgeof the Contributors, threatened to which KMI or any Contributor or MLP LP LLC is or may become a party that questions or involves the validity or enforceability of the obligations of KMI or any of their respective obligations the Contributors under this Agreement or the Constituent Documents or seeks to prevent or delay, or damages in connection with, the consummation of the Transactionstransactions contemplated by this Agreement, and which, in either case, has a material and adverse effect on the ability of KMI or any Contributor to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 3.7, as of the date of this Agreement, there is no Litigation initiated by the Companies that is pending against any other person.

Laws and Regulations; Litigation. As of the date hereof, there There are no pending or, to MPCI’s knowledge, threatened claims, fines, actions, suits, demands, investigations or proceedings or any arbitration or binding dispute resolution proceeding (collectively, “Litigation”) with respect to which against any of MPCI, Refining Holdco, Fuels LLC, Logistics, Holdings, MPLX GP or any of the Contributors Refining Logistics Entities or MLP LP LLC has been contacted in writing by or on behalf of the plaintiff or claimant, against or affecting the Business Contributed Interests or the Assets or their ownership of the Business or the Assets Contributed Interests (other than Litigation under any Environmental Law, which is the subject of Section 3.95.11) that (i) would individually, or in the aggregate, have a Material Adverse Effect or (ii) seek any material injunctive reliefrelief with respect to the Contributed Interests. Except as would not, individually or in the aggregate, have a Material Adverse Effect, (x) none of Logistics, Holdings, MPLX GP, Refining Holdco, Fuels LLC or any of the Contributors and MLP LP LLC are not Refining Logistics Entities is in violation of or in default under any municipal, state or federal ordinance, law (including common law), rule or regulation or under any order (other than Environmental Laws, which are the subject of Section 3.95.11) of any Governmental Authority applicable to it and (y) there is no Litigation (other than Litigation under any Environmental Law, which is the subject of Section 3.95.11) pending or, to any Contributorthe MPCI’s knowledge, threatened against or affecting such Contributor or MLP LP LLCLogistics, Holdings, MPLX GP, Refining Holdco, Fuels LLC or any of their respective properties the Refining Logistics Entities, the Contributed Interests, MPCI’s ownership of the Contributed Interests, the Refining Logistics Business or assets, the Fuels Distribution Business at law or in equity, by or before any Governmental Authority having jurisdiction over such partyany of MPCI, Refining Holdco, Fuels LLC or any of the Refining Logistics Entities. Except as would not, individually or in the aggregate, have a Material Adverse Effect, no Litigation is pending or, to any ContributorMPCI’s knowledge, threatened to which MPCI or any Contributor or MLP LP LLC of its Affiliates is or may become a party that questions or involves the validity or enforceability of any of their its respective obligations under this Agreement or seeks to prevent or delay, or damages in connection with, the consummation of the Transactionstransactions contemplated hereby.

Laws and Regulations; Litigation. As of the date hereof, there are no pending or, to the P66 Parties’ knowledge, threatened claims, fines, actions, suits, demands, investigations or proceedings or any arbitration or binding dispute resolution proceeding proceedings (collectively, “Litigation”) with respect to which against any of the Contributors P66 Parties, the Contributed Entities or MLP LP LLC has been contacted in writing by or on behalf of the plaintiff or claimant, against or affecting the Business Businesses, Contributed Interests or the Contributed Assets or their the ownership of the Business Contributed Interests or the ownership or operation of the Contributed Assets or the operation of the Businesses (other than Litigation under any Environmental Law, which is the subject of Section 3.93.7) that (i) would individually, or in the aggregate, have a Material Adverse Effect or (ii) seek any material injunctive reliefrelief with respect to the Businesses, the Contributed Interests or the Contributed Assets. Except as would not, individually or in the aggregate, have a Material Adverse Effect, (x) none of the Contributors and MLP LP LLC are not Contributed Entities is in any violation of or in default under any law or regulation or under any order (other than Environmental Laws, which are the subject of Section 3.93.7) of any Governmental Authority applicable to it and (y) there is no Litigation (other than Litigation under any Environmental Law, which is the subject of Section 3.93.7) pending or, to any Contributor’s the P66 Parties’ knowledge, threatened against or affecting such Contributor or MLP LP LLCthe Businesses, or any Contributed Assets, the Contributed Entities or, as of their respective properties or assetsthe Closing, PDI’s ownership of the Contributed Interests, at law or in equity, by or before any Governmental Authority having jurisdiction over such partythe P66 Parties. Except as would not, individually or in the aggregate, have a Material Adverse Effect, no Litigation is pending or, to any Contributor’s the P66 Parties’ knowledge, threatened to which any Contributor or MLP LP LLC P66 Party is or may become a party that questions or involves the validity or enforceability of any of their respective obligations under this Agreement or seeks to prevent or delay, or damages in connection with, the consummation of the Transactionstransactions contemplated hereby.

Laws and Regulations; Litigation. As of the date hereof, there There are no pending claims, fines, actions, suits, demands, investigations or proceedings or any arbitration or binding dispute resolution proceeding (collectively, “Litigation”) with respect to which any of the Contributors or MLP LP LLC has been contacted in writing by or on behalf of the plaintiff or claimant, against or affecting the Business or the Assets or their ownership of the Business or the Assets (other than Litigation under any Environmental Law, which is the subject of Section 3.9) that (i) would individually, or in the aggregate, have a Material Adverse Effect or (ii) seek any material injunctive relief. Except as would not, individually or in the aggregate, have a Material Adverse Effect, (x) the Contributors and MLP LP LLC are not in violation of or in default under any law or regulation or under any order (other than Environmental Laws, which are the subject of Section 3.9) of any Governmental Authority applicable to it and (y) there is no Litigation (other than Litigation under any Environmental Law, which is the subject of Section 3.9) pending or, to any Contributor’s knowledge, threatened against or affecting such Contributor or MLP LP LLC, or any of their respective properties or assets, at law or in equity, by or before any Governmental Authority having jurisdiction over such party. Except as would not, individually or in the aggregate, have a Material Adverse Effect, no Litigation is pending or, to any Contributor’s knowledge, threatened to which any Contributor or MLP LP LLC is or may become a party that questions or involves the validity or enforceability of any of their respective obligations under this Agreement or seeks to prevent or delay, or damages in connection with, the consummation of the Transactions.

Laws and Regulations; Litigation. As of the date hereof, there are no pending claims, fines, actions, suits, demands, investigations or proceedings or any arbitration or binding dispute resolution proceeding (collectively, “Litigation”) with respect to which any of the Contributors or MLP LP LLC has been contacted in writing by or on behalf of the plaintiff or claimant, against or affecting the Business or the Assets or their the Contributors’ ownership of the Business or the Assets (other than Litigation under any Environmental Law, which is the subject of Section 3.9) that (i) would individually, or in the aggregate, have a Material Adverse Effect or (ii) seek any material injunctive relief. Except as would not, individually or in the aggregate, have a Material Adverse Effect, (x) the Contributors and MLP LP LLC are not in violation of or in default under any law or regulation or under any order (other than Environmental Laws, which are the subject of Section 3.9) of any Governmental Authority applicable to it and (y) there is no Litigation (other than Litigation under any Environmental Law, which is the subject of Section 3.9) pending or, to any Contributor’s knowledge, threatened against or affecting such Contributor or MLP LP LLCContributor, or any of their respective properties or assets, at law or in equity, by or before any Governmental Authority having jurisdiction over such party. Except as would not, individually or in the aggregate, have a Material Adverse Effect, no Litigation is pending or, to any Contributor’s knowledge, threatened to which any Contributor or MLP LP LLC is or may become a party that questions or involves the validity or enforceability of any of their respective such Contributor’s obligations under this Agreement or seeks to prevent or delay, or damages in connection with, the consummation of the Transactions.

Laws and Regulations; Litigation. As Schedule 3.5 sets forth a list as of the date hereof, there are no Original Execution Date of all pending claims, fines, actions, suits, demands, investigations or proceedings or any arbitration or binding dispute resolution proceeding (collectively, “Litigation”) with respect to which any of the Contributors or MLP LP LLC UCO 2005 has been contacted in writing by or on behalf of the plaintiff or claimant, against or affecting the Business or the Assets or their the Contributors’ or UCO 2005’s ownership of the Business or the Assets (other than Litigation under any Environmental Law, which is the subject of Section 3.9) and that (i) would individually, or in the aggregate, have a Material Adverse Effect or (ii) seek any material injunctive relief. Except as set forth in Schedule 3.5 or as would not, individually or in the aggregate, have a Material Adverse Effect, (x) the Contributors and MLP LP LLC UXX 0000 are not in violation of or in default under any law or regulation or under any order (other than Environmental Laws, which are the subject of Section 3.9) of any Governmental Authority applicable to it and (y) and, except to the extent set forth in Schedule 3.5, there is no Litigation (other than Litigation under any Environmental Law, which is the subject of Section 3.9) pending or, to any Contributor’s knowledge, threatened against or affecting such Contributor or MLP LP LLCUXX 0000, or any of their respective its properties or its assets, at law or in equity, by or before any Governmental Authority having jurisdiction over such partyContributor or UXX 0000. Except as would not, individually or in the aggregate, have a Material Adverse Effect, no Litigation is pending or, to any Contributor’s knowledge, threatened to which any Contributor or MLP LP LLC UCO 2005 is or may become a party that questions or involves the validity or enforceability of any of their respective such Contributor’s or UXX 0000’s obligations under this Restated Agreement or seeks to prevent or delay, or damages in connection with, the consummation of the Transactions.