Common use of Licenses; Permits Clause in Contracts

Licenses; Permits. Except as set forth in Disclosure Schedule 3.12: (a) SemCrude Pipeline and, to the Contributing Parties’ Knowledge, White Cliffs Pipeline have all licenses, permits and authorizations issued or granted by Governmental Authorities (collectively, “Permits”) that are material and necessary for the conduct of SemCrude Pipeline’s and White Cliffs Pipeline’s businesses as they are now being conducted, (b) all such Permits are validly held by SemCrude Pipeline and, to the Contributing Parties’ Knowledge, White Cliffs Pipeline and are in full force and effect in all material respects, (c) SemCrude Pipeline and, to the Contributing Parties’ Knowledge, White Cliffs Pipeline have complied in all material respects with the terms and conditions of such Permits and (d) 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 Contributing Parties Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except as would not, individually or in the aggregate, have (or be reasonably expected to have) a Material Adverse Effect (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 consistent with past practices following the Closing). No proceeding is pending or, to the Contributing Parties’ Knowledge, threatened with respect to any alleged failure by SemCrude Pipeline or White Cliffs Pipeline to have any material Permit necessary for the operation of any of SemCrude Pipeline’s or White Cliffs Pipeline’s assets or the conduct of their respective businesses or to be in material compliance therewith. Notwithstanding the foregoing, the Contributing Parties make no representation or warranty, express or implied, under this Section 3.12 relating to Environmental Permits, which are exclusively addressed in Section 3.11.

Licenses; Permits. Except as set forth in Disclosure Schedule 3.123.11: (a) SemCrude Pipeline andQEPFS has, to and on the Contributing Parties’ KnowledgeClosing Date the Company will have, White Cliffs Pipeline have all licenses, permits and authorizations issued or granted by Governmental Authorities (collectively, “Permits”) that are material and necessary for the conduct of SemCrude Pipeline’s and White Cliffs Pipeline’s businesses the Business as they are it is now being conducted, (b) all such Permits are validly held by SemCrude Pipeline andQEPFS, to and as of the Contributing Parties’ KnowledgeClosing Date will be held by the Company, White Cliffs Pipeline and are in full force and effect in all material respects, (c) SemCrude Pipeline and, to the Contributing Parties’ Knowledge, White Cliffs Pipeline have QEPFS has complied in all material respects with the terms and conditions of such Permits and (d) 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 Contributing Parties QEPFS Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except as would not, individually or in the aggregate, have (or not be reasonably expected to have) a Material Adverse Effect considered material (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 consistent with past practices following the ClosingClosing of the transactions contemplated by this Agreement or the closing of the Initial Conveyance). No proceeding is pending or, to the Contributing Parties’ QEPFS’s Knowledge, threatened with respect to any alleged failure by SemCrude Pipeline or White Cliffs Pipeline QEPFS to have any material Permit necessary for the operation of any of SemCrude Pipeline’s or White Cliffs Pipeline’s assets the Processing Assets or the conduct of their respective businesses the Business or to be in material compliance therewith. Notwithstanding the foregoing, the Contributing Parties make QEPFS makes no representation or warranty, express or implied, under this Section 3.12 3.11 relating to Environmental Permits, which are exclusively addressed in Section 3.113.10.

Licenses; Permits. Except as set forth in Disclosure Schedule 3.12: , (a) SemCrude Pipeline the Cheyenne Entities and, to the Contributing Parties’ Knowledge, White Cliffs Pipeline the CIG Entities have all licenses, permits and authorizations issued or granted by Governmental Authorities (collectively, “Permits”) issued or granted by Governmental Authorities that are material and necessary for the conduct of SemCrude Pipeline’s the Cheyenne Entities’ and White Cliffs Pipeline’s CIG Entities’ businesses as they are now being conducted, (b) all such Permits are validly held by SemCrude Pipeline the Cheyenne Entities and, to the Contributing Parties’ Knowledge, White Cliffs Pipeline the CIG Entities and are in all material respects in full force and effect in all material respectseffect, (c) SemCrude Pipeline the Cheyenne Entities and, to the Contributing Parties’ Knowledge, White Cliffs Pipeline the CIG Entities have complied in all material respects with the terms and conditions of such Permits and (d) such Permits Cheyenne Entities’ and, to the Contributing Parties’ Knowledge, such CIG Entities’ and such other 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 Contributing Parties Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except as would not, individually or in the aggregate, have (or be reasonably expected to have) a Material Adverse Effect (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 consistent with past practices practice following the Closing). No With respect to the Cheyenne Entities and, to the Contributing Parties’ Knowledge, CIG Entities, no proceeding is pending or, to the Contributing Parties’ Knowledge, threatened with respect to any alleged failure by SemCrude Pipeline or White Cliffs Pipeline such Person to have any material Permit necessary for the operation of any of SemCrude Pipeline’s the Cheyenne Entities’ or White Cliffs Pipeline’s CIG Entities’ assets or the conduct of their respective businesses business or to be in material compliance therewith. Notwithstanding the foregoing, the Contributing Parties make no representation or warranty, express or implied, under this This Section 3.12 relating does not include any matters with respect to Environmental Permits, which Laws; such matters are being addressed exclusively addressed in by Section 3.11.

Licenses; Permits. Except as set forth in Section 3.9 of the Disclosure Schedule 3.12Letter: (a) SemCrude Pipeline and, to the Contributing Parties’ Knowledge, White Cliffs Pipeline have SPLC or its Affiliate has all licenses, permits and authorizations issued or granted or waived by Governmental Authorities (collectively, “Permits”) that are material and necessary for the conduct of SemCrude Pipeline’s and White Cliffs Pipeline’s businesses its business as they are now being conductedconducted as to the Delta Assets and NBR Line Assets (collectively, “SPLC Permits”), except, in each case, for such items for which the failure to obtain or have waived would not, individually or in the aggregate with any other failure pursuant to this Section 3.9(a), 3.9(f) or 3.9(k), result in a Seller Material Adverse Effect; (b) all such All SPLC Permits are validly held by SemCrude Pipeline and, to the Contributing Parties’ Knowledge, White Cliffs Pipeline SPLC or its Affiliate and are in full force and effect in all material respects, (c) SemCrude Pipeline and, to the Contributing Parties’ Knowledge, White Cliffs Pipeline have complied in all material respects with the terms and conditions of such Permits and (d) 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 Contributing Parties Ancillary Documents or the consummation of the transactions contemplated hereby or therebyeffect, except as would not, individually or in the aggregateaggregate with any other SPLC Permits, have (GOM Permits or Shell Chemical Permits that in accordance with this Section 3.9(b), 3.9(g) or 3.9(l) are not validly held or in full force and effect, reasonably be reasonably expected to have) have a Seller Material Adverse Effect Effect; (including such c) SPLC has complied with all terms and conditions of the SPLC Permits, except as would not, individually or in the aggregate with any other SPLC Permits, GOM Permits or Shell Chemical Permits that are in accordance with this Section 3.9(c), 3.9(h) or 3.9(m) the terms of which have not customarily obtained prior to the Closing and are been complied with, reasonably be expected to be obtained have a Seller Material Adverse Effect; (d) There is no outstanding written notice nor, to SPLC’s Knowledge, any other notice of revocation, cancellation or termination of any SPLC Permit, except, in each case, as would not, individually or in the ordinary course aggregate with any other SPLC Permits, GOM Permits or Shell Chemical Permits that in accordance with this Section 3.9(d), 3.9(i) or 3.9(n) are the subject of business consistent with past practices following the Closing). any such notice of revocation, cancellation or termination, reasonably be expected to have a Seller Material Adverse Effect; (e) No proceeding is pending or, to the Contributing Parties’ SPLC’s Knowledge, threatened with respect to any alleged failure by SemCrude Pipeline or White Cliffs Pipeline SPLC to have any material SPLC Permit necessary for the operation of any of SemCrude Pipeline’s the Delta Assets or White Cliffs Pipeline’s assets the NBR Line Assets; (f) GOM, its operator, or its Affiliate has all licenses, permits and authorizations issued or granted or waived by Governmental Authorities that are necessary for the conduct of their respective businesses its business as now being conducted as to the Na Kika Assets (collectively, “GOM Permits”), except, in each case, for such items for which the failure to obtain or have waived would not, individually or in the aggregate with any other failure pursuant to be in material compliance therewith. Notwithstanding the foregoing, the Contributing Parties make no representation or warranty, express or implied, under this Section 3.12 relating to Environmental 3.9(f), 3.9(a) or 3.9(k), result in a Seller Material Adverse Effect; (g) All GOM Permits are validly held by GOM, its operator, or its Affiliate and are in full force and effect, except as would not, individually or in the aggregate with any other GOM Permits, SPLC Permits or Shell Chemical Permits that in accordance with this Section 3.9(g), 3.9(b) or 3.9(l) are not validly held or in full force and effect, reasonably be expected to have a Seller Material Adverse Effect; (h) GOM or its operator has complied with all terms and conditions of the GOM Permits, except as would not, individually or in the aggregate with any other GOM Permits, SPLC Permits or Shell Chemical Permits that in accordance with this Section 3.9(h), 3.9(c) or 3.9(m) the terms of which have not been complied with, reasonably be expected to have a Seller Material Adverse Effect; 17 (i) There is no outstanding written notice nor, to GOM’s Knowledge, any other notice of revocation, cancellation or termination of any GOM Permit, except, in each case, as would not, individually or in the aggregate with any other GOM Permits, SPLC Permits or Shell Chemical Permits that in accordance with this Section 3.9(i), 3.9(d) or 3.9(n) are exclusively addressed the subject of any such notice of revocation, cancellation or termination, reasonably be expected to have a Seller Material Adverse Effect; (j) No proceeding is pending or, to GOM’s Knowledge, threatened with respect to any alleged failure by GOM to have any material GOM Permit necessary for the operation of any of the Na Kika Assets; (k) Shell Chemical, its operator, or its Affiliate has all licenses, permits and authorizations issued or granted or waived by Governmental Authorities that are necessary for the conduct of its business as now being conducted as to the RGP Assets (collectively, “Shell Chemical Permits”), except, in each case, for such items for which the failure to obtain or have waived would not, individually or in the aggregate with any other failure pursuant to this Section 3.113.9(k), 3.9(a) or 3.9(f), result in a Seller Material Adverse Effect; (l) All Shell Chemical Permits are validly held by Shell Chemical, its operator, or its Affiliate and are in full force and effect, except as would not, individually or in the aggregate with any other Shell Chemical Permits, SPLC Permits or GOM Permits that in accordance with this Section 3.9(l), 3.9(b) or 3.9(g) are not validly held or in full force and effect, reasonably be expected to have a Seller Material Adverse Effect; (m) Shell Chemical or its operator has complied with all terms and conditions of the Shell Chemical Permits, except as would not, individually or in the aggregate with any other Shell Chemical Permits, SPLC Permits or GOM Permits that in accordance with this Section 3.9(m), 3.9(c) or 3.9(h) the terms of which have not been complied with, reasonably be expected to have a Seller Material Adverse Effect; (n) There is no outstanding written notice nor, to Shell Chemical’s Knowledge, any other notice of revocation, cancellation or termination of any Shell Chemical Permit, except, in each case, as would not, individually or in the aggregate with any other Shell Chemical Permits, SPLC Permits or GOM Permits that in accordance with this Section 3.9(n), 3.9(d) or 3.9(i) are the subject of any such notice of revocation, cancellation or termination, reasonably be expected to have a Seller Material Adverse Effect; and (o) No proceeding is pending or, to Shell Chemical’s Knowledge, threatened with respect to any alleged failure by Shell Chemical to have any material Shell Chemical Permit necessary for the operation of any of the RGP Assets.

Licenses; Permits. Except as set forth in Disclosure Schedule 3.12: , (a) SemCrude Pipeline the SNG Entities and, to the Contributing Parties’ El Paso’s Knowledge, White Cliffs Pipeline the Xxxx Express Entities and SLNG have all licenses, permits and authorizations issued or granted by Governmental Authorities (collectively, “Permits”) issued or granted by Governmental Authorities that are material and necessary for the conduct of SemCrude Pipelinethe SNG Entities’ and, to El Paso’s Knowledge, the Xxxx Express Entities’ and White Cliffs PipelineSLNG’s businesses business as they are it is now being conducted, (b) all such Permits are validly held by SemCrude Pipeline the SNG Entities and, to the Contributing Parties’ El Paso’s Knowledge, White Cliffs Pipeline the Xxxx Express Entities and SLNG and are in all material respects in full force and effect in all material respectseffect, (c) SemCrude Pipeline the SNG Entites and, to the Contributing Parties’ El Paso’s Knowledge, White Cliffs Pipeline the Xxxx Express Entities and SLNG have complied in all material respects with the terms and conditions of such Permits and (d) such Permits SNG Entities’ Permits, and to El Paso’s Knowledge, such other 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 Contributing Parties Parties’ Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except as would not, individually or in the aggregate, have (or be reasonably expected to have) a Material Adverse Effect (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 consistent with past practices practice following the Closing). No With respect to the SNG Entities and, to El Paso’s Knowledge, with respect to the Xxxx Express Entities and SLNG, no proceeding is pending or, to the Contributing Parties’ Knowledge, or threatened with respect to any alleged failure by SemCrude Pipeline or White Cliffs Pipeline such Person to have any material Permit necessary for the operation of any of SemCrude Pipelinethe Xxxx Express Entities’, SLNG’s or White Cliffs Pipeline’s SNG Entities’ assets or the conduct of their respective businesses business or to be in material compliance therewith. Notwithstanding the foregoing, the Contributing Parties make no representation or warranty, express or implied, under this This Section 3.12 relating does not include any matters with respect to Environmental Permits, which Laws; such matters are being addressed exclusively addressed in by Section 3.11.

Licenses; Permits. Except as set forth in Disclosure Schedule 3.12: (a) SemCrude Pipeline and, to the Contributing Parties’ Knowledge, White Cliffs Pipeline GMH, GMP LLC and Wattenberg Holding have all licenses, permits and authorizations issued or granted by Governmental Authorities (collectively, “Permits”) that are material and necessary for the conduct of SemCrude PipelineGMH’s, GMP LLC’s and White Cliffs PipelineWattenberg Holding’s businesses as they are now being conducted, (b) all such Permits are validly held by SemCrude Pipeline GMH and, to the Contributing Parties’ Knowledge, White Cliffs Pipeline by Wattenberg Holdings and GMP LLC are in full force and effect in all material respects, (c) SemCrude Pipeline GMH and, to the Contributing Parties’ Knowledge, White Cliffs Pipeline Wattenberg Holdings and GMP LLC have complied in all material respects with the terms and conditions of such Permits and (d) 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 Contributing Parties Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except as would not, individually or in the aggregate, have (or be reasonably expected to have) a Material Adverse Effect (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 consistent with past practices following the Closing). No proceeding is pending or, to the Contributing Parties’ Knowledge, threatened with respect to any alleged failure by SemCrude Pipeline GMH, GMP LLC or White Cliffs Pipeline Wattenberg Holding to have any material Permit necessary for the operation of any of SemCrude PipelineGMH’s, GMP LLC’s or White Cliffs PipelineWattenberg Holding’s assets or the conduct of their respective businesses or to be in material compliance therewith. Notwithstanding the foregoing, the Contributing Parties make no representation or warranty, express or implied, under this Section 3.12 relating to Environmental Permits, which are exclusively addressed in Section 3.11.