Laws and Regulations; Litigation. (a) There are no pending or, to Rice’s knowledge, threatened claims, fines, actions, suits, demands, investigations or proceedings or any arbitration or binding dispute resolution proceeding (collectively, “Litigation”) against or by Rice or the Vantage Midstream Entities relating to or affecting the Vantage Midstream Entities, the Business or the Midstream Assets (other than Litigation under any Environmental Law, which is the subject of Section 3.6) that would, individually or in the aggregate, have a Rice Material Adverse Effect. Except as would not, individually or in the aggregate, have a Rice Material Adverse Effect, as of the date hereof, no Litigation is pending or, to Rice’s knowledge, threatened to which Rice or any of its Subsidiaries is or may become a party that questions or involves the validity or enforceability of any of its respective obligations under this Agreement or the other Transaction Documents or seeks to prevent or delay, or seeks damages in connection with, the consummation of the transactions contemplated hereby. (b) Except as would not, individually or in the aggregate, have a Rice Material Adverse Effect, none of Rice, any of the Vantage Midstream Entities or any of their respective Subsidiaries (i) has violated or 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 3.6) of any Governmental Authority applicable to it, (ii) has received written notice of any violation of any Laws applicable to the conduct of the Business as currently conducted or the ownership and use of the Midstream Assets or (iii) to the knowledge of Rice, is under investigation by any Governmental Authority for potential non-compliance with any Law applicable to the conduct of the Business as currently conducted or the ownership and use of the Midstream Assets.
Appears in 3 contracts
Samples: Purchase and Sale Agreement (Rice Midstream Partners LP), Purchase and Sale Agreement (Rice Energy Inc.), Purchase and Sale Agreement
Laws and Regulations; Litigation. (a) There Except as set forth in Schedule 3.5, there are no pending or, to Rice’s knowledge, threatened claims, fines, actions, suits, demands, investigations or proceedings or any arbitration or binding dispute resolution proceeding (collectively, “Litigation”) against or by Rice or the Vantage Midstream Rice Water Entities relating to or affecting the Vantage Midstream Rice Water Entities, the Business or the Midstream Water Assets (other than Litigation under any Environmental Law, which is the subject of Section 3.6) that would, individually or in the aggregate, have a Rice Material Adverse Effect. Except as would not, individually or in the aggregate, have a Rice Material Adverse Effect, as of the date hereof, no Litigation is pending or, to Rice’s knowledge, threatened to which Rice or any of its Subsidiaries is or may become a party that questions or involves the validity or enforceability of any of its respective obligations under this Agreement or the other Transaction Documents or seeks to prevent or delay, or seeks damages in connection with, the consummation of the transactions contemplated hereby.
(b) Except as would not, individually or in the aggregate, have a Rice Material Adverse Effect, none of neither Rice, any either of the Vantage Midstream Rice Water Entities or any of their respective Subsidiaries (i) has violated or 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 3.6) of any Governmental Authority applicable to it, (ii) has received written notice of any violation of any Laws applicable to the conduct of the Business as currently conducted or the ownership and use of the Midstream Water Assets or (iii) to the knowledge of Rice, is under investigation by any Governmental Authority for potential non-compliance with any Law applicable to the conduct of the Business as currently conducted or the ownership and use of the Midstream Water Assets.
Appears in 3 contracts
Samples: Purchase and Sale Agreement (Rice Energy Inc.), Purchase and Sale Agreement (Rice Midstream Partners LP), Purchase and Sale Agreement