Common use of Licenses; Permits Clause in Contracts

Licenses; Permits. (a) The WPZ Group Entities have all licenses, franchises, tariffs, grants, easements, variances, exceptions, permits and authorizations (other than environmental permits) issued or granted by Governmental Entities that are necessary for the conduct of their respective businesses as now being conducted or have obtained valid waivers therefrom (collectively, “Permits”), except where the failure to obtain such Permit would not, individually or in the aggregate, have a WPZ Material Adverse Effect. (b) All Permits are validly held by the WPZ Group Entities and are in full force and effect, except as would not, individually or in the aggregate, have a WPZ Material Adverse Effect. (c) The WPZ Group Entities have complied with all terms and conditions of the Permits, except as would not, individually or in the aggregate, have a WPZ Material Adverse Effect. No suspension or cancellation of any Permit is pending or, to the Knowledge of the WPZ Parties, threatened, except as would not, individually or in the aggregate, have a WPZ Material Adverse Effect. (d) The Permits will not be subject to suspension, modification, revocation or non-renewal as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except, in each case, as would not, individually or in the aggregate, have a WPZ Material Adverse Effect. (e) No Proceeding is pending or, to the Knowledge of the WPZ Parties, threatened with respect to any alleged failure by the WPZ Group Entities to have any material Permit necessary for the operation of any asset or the conduct of their businesses or to be in compliance therewith.

Licenses; Permits. (a) The WPZ Group Entities have As of the date of this Agreement, SEP III has all licenses, franchises, tariffs, grants, easements, variances, exceptions, permits and authorizations (other than environmental permits) issued or granted or waived by Governmental Entities Authorities that are necessary for the conduct of their respective businesses the Contributed Business as now being conducted or have obtained valid waivers therefrom (collectively, “Permits”), except where in each case for such items which the failure to obtain such Permit or have waived would not, individually or not result in the aggregate, have a WPZ Contributed Business Material Adverse Effect. (b) All Permits are validly held by the WPZ Group Entities SEP III and are in full force and effect, except as would not, individually or in the aggregate, not reasonably be expected to have a WPZ Contributed Business Material Adverse Effect. (c) The WPZ Group Entities have SEP III has complied with all terms and conditions of the Permits, except as would not, individually or in the aggregate, not reasonably be expected to have a WPZ Material Adverse Effect. No suspension or cancellation of any Permit is pending or, to the Knowledge of the WPZ Parties, threatened, except as would not, individually or in the aggregate, have a WPZ Contributed Business Material Adverse Effect. (d) The Permits (including such Permits that are not customarily obtained prior to the Closing and are reasonably expected to be obtained in the ordinary course of business following the Closing), will not be subject to suspension, modification, revocation or non-renewal as a result of the execution and delivery of this Agreement and the Ancillary Agreements or the consummation of the transactions contemplated herebyhereby or thereby, except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a WPZ Contributed Business Material Adverse Effect. (e) No Proceeding proceeding is pending or, to the Knowledge of the WPZ PartiesSEP I’s knowledge, threatened with respect to any alleged failure by the WPZ Group Entities SEP III to have any material Permit necessary for the operation of any asset Contributed Asset or the conduct of their businesses the Contributed Business or to be in compliance therewith.

Licenses; Permits. Except as set forth in Disclosure Schedule 3.11: (a) The WPZ Group Entities have QEPFS has, and on the Closing Date the Company will have, all licenses, franchises, tariffs, grants, easements, variances, exceptions, permits and authorizations (other than environmental permits) issued or granted by Governmental Entities that are necessary for the conduct of their respective businesses as now being conducted or have obtained valid waivers therefrom Authorities (collectively, “Permits”)) that are material and necessary for the conduct of the Business as it is now being conducted, except where the failure to obtain such Permit would not, individually or in the aggregate, have a WPZ Material Adverse Effect. (b) All all such Permits are validly held by QEPFS, and as of the WPZ Group Entities Closing Date will be held by the Company, and are in full force and effecteffect in all material respects, except as would not, individually or in the aggregate, have a WPZ Material Adverse Effect. (c) The WPZ Group Entities have QEPFS has complied in all material respects with all the terms and conditions of the Permits, except as would not, individually or in the aggregate, have a WPZ Material Adverse Effect. No suspension or cancellation of any Permit is pending or, to the Knowledge of the WPZ Parties, threatened, except as would not, individually or in the aggregate, have a WPZ Material Adverse Effect. such Permits and (d) The such Permits will not be subject to suspension, modification, revocation or non-renewal as a result of the execution and delivery of this Agreement and the QEPFS Ancillary Documents or the consummation of the transactions contemplated herebyhereby or thereby, except, in each case, except as would not, individually or not be considered material (including such Permits that are not customarily obtained prior to the Closing and are reasonably expected to be obtained in the aggregate, have a WPZ Material Adverse Effect. (e) ordinary course of business consistent with past practices following the Closing of the transactions contemplated by this Agreement or the closing of the Initial Conveyance). No Proceeding proceeding is pending or, to the Knowledge of the WPZ PartiesQEPFS’s Knowledge, threatened with respect to any alleged failure by the WPZ Group Entities QEPFS to have any material Permit necessary for the operation of any asset the Processing Assets or the conduct of their businesses the Business or to be in material compliance therewith. Notwithstanding the foregoing, QEPFS makes no representation or warranty, express or implied, under this Section 3.11 relating to Environmental Permits, which are exclusively addressed in Section 3.10.

Licenses; Permits. (a) The WPZ NMCI Group Entities have all licenses, franchises, tariffs, grants, easements, variances, exceptions, permits and authorizations (other than environmental permits) issued or granted by Governmental Entities that are necessary for the conduct of their respective businesses as now being conducted or have obtained valid waivers therefrom (collectively, “Permits”), except where the failure to obtain such Permit would not, individually or in the aggregate, have a WPZ an NMCI Material Adverse Effect. (b) All Permits are validly held by the WPZ NMCI Group Entities and are in full force and effect, except as would not, individually or in the aggregate, have a WPZ an NMCI Material Adverse Effect. (c) The WPZ NMCI Group Entities have complied with all terms and conditions of the Permits, except as would not, individually or in the aggregate, have a WPZ an NMCI Material Adverse Effect. No suspension or cancellation of any Permit is pending or, to the Knowledge knowledge of the WPZ PartiesNMCI, threatened, except as would not, individually or in the aggregate, have a WPZ an NMCI Material Adverse Effect. (d) The Permits will not be subject to suspension, modification, revocation or non-renewal as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except, in each case, as would not, individually or in the aggregate, have a WPZ an NMCI Material Adverse Effect. (e) No Proceeding is pending or, to the Knowledge knowledge of the WPZ PartiesNMCI, threatened with respect to any alleged failure by the WPZ NMCI Group Entities to have any material Permit necessary for the operation of any asset or the conduct of their businesses or to be in compliance therewith.

Licenses; Permits. (a) The WPZ NAP Group Entities have all licenses, franchises, tariffs, grants, easements, variances, exceptions, permits and authorizations (other than environmental permits) issued or granted by Governmental Entities that are necessary for the conduct of their respective businesses as now being conducted or have obtained valid waivers therefrom (collectively, “Permits”), except where the failure to obtain such Permit would not, individually or in the aggregate, have a WPZ an NAP Material Adverse Effect. (b) All Permits are validly held by the WPZ NAP Group Entities and are in full force and effect, except as would not, individually or in the aggregate, have a WPZ an NAP Material Adverse Effect. (c) The WPZ NAP Group Entities have complied with all terms and conditions of the Permits, except as would not, individually or in the aggregate, have a WPZ an NAP Material Adverse Effect. No suspension or cancellation of any Permit is pending or, to the Knowledge knowledge of the WPZ PartiesNAP, threatened, except as would not, individually or in the aggregate, have a WPZ an NAP Material Adverse Effect. (d) The Permits will not be subject to suspension, modification, revocation or non-renewal as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except, in each case, as would not, individually or in the aggregate, have a WPZ an NAP Material Adverse Effect. (e) No Proceeding is pending or, to the Knowledge knowledge of the WPZ PartiesNAP, threatened with respect to any alleged failure by the WPZ NAP Group Entities to have any material Permit necessary for the operation of any asset or the conduct of their businesses or to be in compliance therewith.

Licenses; Permits. (a) The WPZ RRMS Group Entities have all licenses, franchises, tariffs, grants, easements, variances, exceptions, permits and authorizations (other than environmental permitsEnvironmental Permits) issued or granted by Governmental Entities that are necessary for the conduct of their respective businesses as now being conducted or have obtained valid waivers therefrom (collectively, “Permits”), except where the failure to obtain such Permit would not, individually or in the aggregate, have a WPZ RRMS Material Adverse Effect. (b) All Permits are validly held by the WPZ RRMS Group Entities and are in full force and effect, except as would not, individually or in the aggregate, have a WPZ RRMS Material Adverse Effect. (c) The WPZ RRMS Group Entities have complied with all terms and conditions of the Permits, except as would not, individually or in the aggregate, have a WPZ RRMS Material Adverse Effect. No suspension or cancellation of any Permit is pending or, to the Knowledge of the WPZ RRMS Parties, threatened, except as would not, individually or in the aggregate, have a WPZ RRMS Material Adverse Effect. (d) The Permits will not be subject to suspension, modification, revocation or non-renewal as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except, in each case, as would not, individually or in the aggregate, have a WPZ RRMS Material Adverse Effect. (e) No Proceeding is pending or, to the Knowledge of the WPZ RRMS Parties, threatened with respect to any alleged failure by the WPZ RRMS Group Entities to have any material Permit necessary for the operation of any asset or the conduct of their businesses or to be in compliance therewith.

Licenses; Permits. (a) The WPZ Group As of the date of this Agreement, except as set forth in Disclosure Schedule 3.13, the Contributed Entities have all licenses, franchises, tariffs, grants, easements, variances, exceptions, permits and authorizations (other than environmental permits) issued or granted or waived by Governmental Entities Authorities that are necessary for the conduct of their respective businesses the Contributed Entities’ business as now being conducted or have obtained valid waivers therefrom (collectively, “Permits”), except where except, in each case, for such items for which the failure to obtain such Permit or have waived would not, individually or not result in the aggregate, have a WPZ Contributed Entity Material Adverse Effect. (b) All Permits are validly held by the WPZ Group Contributed Entities and are in full force and effect, except as would not, individually or in the aggregate, not reasonably be expected to have a WPZ Contributed Entity Material Adverse Effect. (c) The WPZ Group Contributed Entities have complied with all terms and conditions of the Permits, except as would not, individually or in the aggregate, not reasonably be expected to have a WPZ Material Adverse Effect. No suspension or cancellation of any Permit is pending or, to the Knowledge of the WPZ Parties, threatened, except as would not, individually or in the aggregate, have a WPZ Contributed Entity Material Adverse Effect. (d) The Permits (including such Permits that are not customarily obtained prior to the Closing and are reasonably expected to be obtained in the ordinary course of business following the Closing) will not be subject to suspension, modification, revocation or non-renewal as a result of the execution and delivery of this Agreement and the CCA Agreement or the consummation of the transactions contemplated herebyhereby or thereby, except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a WPZ Contributed Entity Material Adverse Effect. (e) No Proceeding proceeding is pending or, to the Knowledge of the WPZ Partiesany Contributing Party’s Knowledge, threatened with respect to any alleged failure by the WPZ Group Contributed Entities to have any material Permit necessary for the operation of any asset of their assets or the conduct of their businesses business or to be in compliance therewith.

Licenses; Permits. (a) The WPZ MLP Group Entities have all licenses, franchises, tariffs, grants, easements, variances, exceptions, permits and authorizations (other than environmental permits) issued or granted by Governmental Entities that are necessary for the conduct of their respective businesses as now being conducted or have obtained valid waivers therefrom (collectively, “Permits”), except where the failure to obtain such Permit would not, individually or in the aggregate, have a WPZ an MLP Material Adverse Effect. (b) All Permits are validly held by the WPZ MLP Group Entities and are in full force and effect, except as would not, individually or in the aggregate, have a WPZ an MLP Material Adverse Effect. (c) The WPZ MLP Group Entities have complied with all terms and conditions of the Permits, except as would not, individually or in the aggregate, have a WPZ an MLP Material Adverse Effect. No suspension or cancellation of any Permit is pending or, to the Knowledge of the WPZ MLP Parties, threatened, except as would not, individually or in the aggregate, have a WPZ an MLP Material Adverse Effect. (d) The Permits will not be subject to suspension, modification, revocation or non-renewal as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except, in each case, as would not, individually or in the aggregate, have a WPZ an MLP Material Adverse Effect. (e) No Proceeding is pending or, to the Knowledge of the WPZ MLP Parties, threatened with respect to any alleged failure by the WPZ MLP Group Entities to have any material Permit necessary for the operation of any asset or the conduct of their businesses or to be in compliance therewith.

Licenses; Permits. (a) The WPZ Group As of the date of this Agreement, except as set forth in Disclosure Schedule 3.13, the Contributed Entities have all licenses, franchises, tariffs, grants, easements, variances, exceptions, permits and authorizations (other than environmental permits) issued or granted or waived by Governmental Entities Authorities that are necessary for the conduct of their respective businesses the Contributed Entities’ olefins business as now being conducted or have obtained valid waivers therefrom (collectively, “Permits”), except where except, in each case, for such items for which the failure to obtain such Permit or have waived would not, individually or not result in the aggregate, have a WPZ Contributed Entity Material Adverse Effect. (b) All Permits are validly held by the WPZ Group Contributed Entities and are in full force and effect, except as would not, individually or in the aggregate, not reasonably be expected to have a WPZ Contributed Entity Material Adverse Effect. (c) The WPZ Group Contributed Entities have complied with all terms and conditions of the Permits, except as would not, individually or in the aggregate, not reasonably be expected to have a WPZ Material Adverse Effect. No suspension or cancellation of any Permit is pending or, to the Knowledge of the WPZ Parties, threatened, except as would not, individually or in the aggregate, have a WPZ Contributed Entity Material Adverse Effect. (d) The Permits (including such Permits that are not customarily obtained prior to the Closing and are reasonably expected to be obtained in the ordinary course of business following the Closing) will not be subject to suspension, modification, revocation or non-renewal as a result of the execution and delivery of this Agreement and the CCA Agreement or the consummation of the transactions contemplated herebyhereby or thereby, except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a WPZ Contributed Entity Material Adverse Effect. (e) No Proceeding proceeding is pending or, to the Knowledge of the WPZ Partiesany Contributing Party’s Knowledge, threatened with respect to any alleged failure by the WPZ Group Contributed Entities to have any material Permit necessary for the operation of any asset of their assets or the conduct of their businesses olefins business or to be in compliance therewith.

Licenses; Permits. (a) The Except as set forth in WPZ Disclosure Schedule 3.13, the WPZ Group Entities have all licenses, franchises, tariffs, grants, easements, variances, exceptions, permits and authorizations (other than environmental permits) issued or granted by Governmental Entities that are necessary for the conduct of their respective businesses as now being conducted or have obtained valid waivers therefrom (collectively, “Permits”), except where in each case for such items which the failure to obtain such Permit would notnot result, individually or in the aggregate, have in a WPZ Material Adverse Effect. (b) All Permits are validly held by the WPZ Group Entities and are in full force and effect, except as would not, individually or in the aggregate, reasonably be expected to have a WPZ Material Adverse Effect. (c) The WPZ Group Entities have complied with all terms and conditions of the Permits, except as would not, individually or in the aggregate, have a WPZ Material Adverse Effect. No suspension or cancellation of any Permit is pending or, reasonably be expected to the Knowledge of the WPZ Parties, threatened, except as would not, individually or in the aggregate, have a WPZ Material Adverse Effect. (d) The Permits Permits, a list of which has been provided to the WMZ Parties, will not be subject to suspension, modification, revocation or non-renewal as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a WPZ Material Adverse Effect. (e) No Proceeding proceeding is pending or, to the Knowledge of the WPZ Parties, threatened with respect to any alleged failure by the WPZ Group Entities to have any material Permit necessary for the operation of any asset or the conduct of their businesses or to be in compliance therewith.

Licenses; Permits. (a) The WPZ NNA Group Entities have all licenses, franchises, tariffs, grants, easements, variances, exceptions, permits and authorizations (other than environmental permits) issued or granted by Governmental Entities that are necessary for the conduct of their respective businesses as now being conducted or have obtained valid waivers therefrom (collectively, “Permits”), except where the failure to obtain such Permit would not, individually or in the aggregate, have a WPZ an NNA Material Adverse Effect. (b) All Permits are validly held by the WPZ NNA Group Entities and are in full force and effect, except as would not, individually or in the aggregate, have a WPZ an NNA Material Adverse Effect. (c) The WPZ NNA Group Entities have complied with all terms and conditions of the Permits, except as would not, individually or in the aggregate, have a WPZ an NNA Material Adverse Effect. No suspension or cancellation of any Permit is pending or, to the Knowledge knowledge of the WPZ PartiesNNA, threatened, except as would not, individually or in the aggregate, have a WPZ an NNA Material Adverse Effect. (d) The Permits will not be subject to suspension, modification, revocation or non-renewal as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except, in each case, as would not, individually or in the aggregate, have a WPZ an NNA Material Adverse Effect. (e) No Proceeding is pending or, to the Knowledge knowledge of the WPZ PartiesNNA, threatened with respect to any alleged failure by the WPZ NNA Group Entities to have any material Permit necessary for the operation of any asset or the conduct of their businesses or to be in compliance therewith.

Licenses; Permits. (a) The WPZ Group Entities have As of the date of this Agreement, except as set forth in Disclosure Schedule 3.14, the Contributed Company or RMT has all licenses, franchises, tariffs, grants, easements, variances, exceptions, permits and authorizations (other than environmental permits) issued or granted or waived by Governmental Entities Authorities that are necessary for the conduct of their respective businesses the Transferred Business as now being conducted or have obtained valid waivers therefrom (collectively, “Permits”), except where in each case for such items which the failure to obtain such Permit or have waived would not, individually or not result in the aggregate, have a WPZ Transferred Business Material Adverse Effect. (b) All Permits are validly held by the WPZ Group Entities Contributed Company or RMT and are in full force and effect, except as would not, individually or in the aggregate, not reasonably be expected to have a WPZ Transferred Business Material Adverse Effect. (c) The WPZ Group Entities have Contributed Company or RMT has complied with all terms and conditions of the Permits, except as would not, individually or in the aggregate, not reasonably be expected to have a WPZ Material Adverse Effect. No suspension or cancellation of any Permit is pending or, to the Knowledge of the WPZ Parties, threatened, except as would not, individually or in the aggregate, have a WPZ Transferred Business Material Adverse Effect. (d) The Permits (including such Permits that are not customarily obtained prior to the Closing and are reasonably expected to be obtained in the ordinary course of business following the Closing), will not be subject to suspension, modification, revocation or non-renewal as a result of the execution and delivery of this Agreement and the Ancillary Agreements or the consummation of the transactions contemplated herebyhereby or thereby, except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a WPZ Transferred Business Material Adverse Effect. (e) No Proceeding proceeding is pending or, to the Knowledge of the WPZ Partiesany Contributing Party’s Knowledge, threatened with respect to any alleged failure by the WPZ Group Entities Contributed Company or RMT to have any material Permit necessary for the operation of any asset Transferred Asset or the conduct of their businesses the Transferred Business or to be in compliance therewith.

Licenses; Permits. (a) The WPZ Group Entities have To the Knowledge of the Sellers and the Companies and except as set forth in Section 2.18 of the Disclosure Schedules, all governmental licenses, franchisespermits or authorizations of the Companies and the Company Subsidiaries are validly held by or issued to the Companies and the Company Subsidiaries and are in full force and effect, tariffs, grants, easements, variances, exceptions, permits and authorizations (other than environmental permits) issued or granted by Governmental Entities that are necessary for the conduct of their respective businesses as now being conducted or Companies and the Company Subsidiaries have obtained valid waivers therefrom (collectively, “Permits”)complied with all requirements in connection therewith, except where the failure to obtain hold such Permit licenses, permits or authorizations or to comply with such requirements would not, individually or in the aggregate, have a WPZ Material Adverse Effect. (b) All Permits are validly held by the WPZ Group Entities and are in full force and effect, except as would not, individually or in the aggregate, have a WPZ Material Adverse Effect. (c) The WPZ Group Entities have complied with all terms and conditions of the Permits, except as would not, individually or in the aggregate, have a WPZ Company Material Adverse Effect. No suspension or cancellation of any Permit is pending or, to To the Knowledge of the WPZ PartiesSellers and the Companies, threatenedthere are no pending or threatened Proceedings seeking to limit, except as would notmodify or rescind any material licenses, individually permits or in other authorizations, and the aggregate, have a WPZ Material Adverse Effect. (d) The Permits same will not be subject to suspension, modification, modification or revocation or non-renewal require the transfer or reissuance by any Governmental Entity as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except, in each case, as except where any such failures to hold or comply or any such suspensions would not, individually or in the aggregate, have a WPZ Company Material Adverse Effect. To the Knowledge of the Sellers and the Companies, the Companies and the Company Subsidiaries have all of the governmental licenses, permits or authorizations that are required to carry on the Entertainment Business as now conducted, except where the failure to obtain such licenses, permits or authorizations would not, individually or in the aggregate, have a Company Material Adverse Effect. (e) No Proceeding is pending or, to the Knowledge of the WPZ Parties, threatened with respect to any alleged failure by the WPZ Group Entities to have any material Permit necessary for the operation of any asset or the conduct of their businesses or to be in compliance therewith.

Licenses; Permits. (a) The WPZ BRE Group Entities have all licenses, franchises, tariffs, grants, easements, variances, exceptions, permits and authorizations (other than environmental permits) issued or granted by Governmental Entities that are necessary for the conduct of their respective businesses as now being conducted or have obtained valid waivers therefrom (collectively, “Permits”), except where the failure to obtain such Permit would not, individually or in the aggregate, have a WPZ BRE Material Adverse Effect. (b) All Permits are validly held by the WPZ BRE Group Entities and are in full force and effect, except as would not, individually or in the aggregate, have a WPZ BRE Material Adverse Effect. (c) The WPZ BRE Group Entities have complied with all terms and conditions of the Permits, except as would not, individually or in the aggregate, have a WPZ BRE Material Adverse Effect. No suspension or cancellation of any Permit is pending or, to the Knowledge knowledge of the WPZ PartiesBRE, threatened, except as would not, individually or in the aggregate, have a WPZ BRE Material Adverse Effect. (d) The Permits will not be subject to suspension, termination, modification, revocation or non-renewal as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except, in each case, as would not, individually or in the aggregate, have a WPZ BRE Material Adverse Effect. (e) No Proceeding is pending or, to the Knowledge knowledge of the WPZ PartiesBRE, threatened with respect to any alleged failure by the WPZ BRE Group Entities to have any material Permit necessary for the operation of any asset or the conduct of their businesses or to be in compliance therewith.