Common use of Litigation and Liabilities Clause in Contracts

Litigation and Liabilities. (a) There are no civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings pending or, to the Knowledge of the TMLP Parties, threatened in writing against the TMLP Parties or any of their Subsidiaries which to the Knowledge of the TMLP Parties would reasonably be expected to result in any claims against, or obligations or liabilities of, the TMLP Parties or any of their Subsidiaries, except for those that would not have a TMLP Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement. (b) Except for obligations and liabilities (i) reflected or reserved against in TMLP’s consolidated balance sheets (and the notes thereto) included in the TMLP SEC Reports -41- US-DOCS\87676517.23 filed prior to the date of this Agreement, (ii) incurred in the ordinary course of business since the TMLP Balance Sheet Date and (iii) obligations or liabilities arising or incurred in connection with the Merger, the GP Merger or any other transaction contemplated by this Agreement, there are no obligations or liabilities of the TMLP Parties or any of their Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, except as would not have a TMLP Material Adverse Effect. (c) This Section 6.7 shall not apply to any actions, suits, claims, hearings, arbitrations, investigations or other proceedings against the TMLP Parties or any of their Subsidiaries or any of their respective directors to the extent arising out of this Agreement, the Merger, the GP Merger or the other transactions contemplated by this Agreement.

Litigation and Liabilities. (a) There are no civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings pending or, to the Knowledge of the TMLP PartiesCompany, threatened in writing against the TMLP Parties Company or any of their its Subsidiaries which to the Knowledge of the TMLP Parties Company would reasonably be expected to result in any claims against, or obligations or liabilities of, the TMLP Parties Company or any of their its Subsidiaries, except for those that would not not, individually or in the aggregate, reasonably be expected to have a TMLP Company Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement or the Voting Agreement. (b) Except for obligations and liabilities (i) reflected . Neither the Company nor any of its Subsidiaries is a party to or reserved against in TMLP’s consolidated balance sheets (and the notes thereto) included in the TMLP SEC Reports -41- US-DOCS\87676517.23 filed prior subject to the date provisions of this Agreementany material judgment, (ii) incurred in the ordinary course order, writ, injunction, decree or award of business since the TMLP Balance Sheet Date and (iii) obligations or liabilities arising or incurred in connection with the Merger, the GP Merger or any other transaction contemplated by this Agreement, there Governmental Entity. There are no liabilities or obligations or liabilities of the TMLP Parties Company or any of their its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, except as other than: (1) liabilities or obligations disclosed and provided for in the most recent balance sheet included in the Company Reports or in the notes to such balance sheet; (2) liabilities or obligations incurred in the ordinary course of business since December 31, 2017; (3) liabilities or obligations incurred in connection with the transactions contemplated hereby; and (4) liabilities or obligations that would not not, individually or in the aggregate, reasonably be expected to have a TMLP Company Material Adverse Effect. (c) . This Section 6.7 5.1(g) shall not apply to any actions, suits, claims, hearings, arbitrations, investigations or other proceedings against the TMLP Parties Company or any of their its Subsidiaries or any of their respective directors to the extent arising out of this the Merger Agreement, the Merger, the GP Merger or the other transactions contemplated by this Agreement.

Litigation and Liabilities. (a) There are no civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings pending or, to the Knowledge of the TMLP PartiesParent, threatened in writing against the TMLP Parties Parent or any of their its Subsidiaries which which, to the Knowledge of the TMLP Parties Parent, would reasonably be expected to result in any claims against, or obligations or liabilities of, the TMLP Parties Parent or any of their its Subsidiaries, except for those that would not not, individually or in the aggregate, reasonably be expected to have a TMLP Parent Material Adverse Effect Effect, or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement or any Voting Agreement. (b) Except for obligations and liabilities (i) reflected . Neither Parent nor any of its Subsidiaries is a party to or reserved against in TMLP’s consolidated balance sheets (and the notes thereto) included in the TMLP SEC Reports -41- US-DOCS\87676517.23 filed prior subject to the date provisions of this Agreementany material judgment, (ii) incurred in the ordinary course order, writ, injunction, decree or award of business since the TMLP Balance Sheet Date and (iii) obligations or liabilities arising or incurred in connection with the Merger, the GP Merger or any other transaction contemplated by this Agreement, there Governmental Entity. There are no liabilities or obligations or liabilities of the TMLP Parties Parent or any of their its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, except as other than: (1) liabilities or obligations disclosed and provided for in the most recent balance sheet included in the Parent Reports or in the notes to such balance sheet; (2) liabilities or obligations incurred in the ordinary course of business since September 30, 2016; (3) liabilities or obligations incurred in connection with the transactions contemplated hereby; and (4) liabilities or obligations that would not not, individually or in the aggregate, reasonably be expected to have a TMLP Parent Material Adverse Effect. (c) . This Section 6.7 ‎5.2(g) shall not apply to any actions, suits, claims, hearings, arbitrations, investigations or other proceedings against the TMLP Parties Parent or any of their its Subsidiaries or any of their respective directors Subsidiaries or Affiliates to the extent arising out of this the Merger Agreement, the Merger, the GP Merger or the other transactions contemplated by this Agreement.

Litigation and Liabilities. (a) There are no civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings pending or, to the Knowledge of the TMLP PartiesParent, threatened in writing against the TMLP Parties Parent or any of their its Subsidiaries which which, to the Knowledge of the TMLP Parties Parent, would reasonably be expected to result in any claims against, or obligations or liabilities of, the TMLP Parties Parent or any of their its Subsidiaries, except for those that would not not, individually or in the aggregate, reasonably be expected to have a TMLP Parent Material Adverse Effect Effect, or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement or any Voting Agreement. (b) Except for obligations and liabilities (i) reflected . Neither Parent nor any of its Subsidiaries is a party to or reserved against in TMLP’s consolidated balance sheets (and the notes thereto) included in the TMLP SEC Reports -41- US-DOCS\87676517.23 filed prior subject to the date provisions of this Agreementany material judgment, (ii) incurred in the ordinary course order, writ, injunction, decree or award of business since the TMLP Balance Sheet Date and (iii) obligations or liabilities arising or incurred in connection with the Merger, the GP Merger or any other transaction contemplated by this Agreement, there Governmental Entity. There are no liabilities or obligations or liabilities of the TMLP Parties Parent or any of their its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, except as other than: (1) liabilities or obligations disclosed and provided for in the most recent balance sheet included in the Parent Reports or in the notes to such balance sheet; (2) liabilities or obligations incurred in the ordinary course of business since September 30, 2016; (3) liabilities or obligations incurred in connection with the transactions contemplated hereby; and (4) liabilities or obligations that would not not, individually or in the aggregate, reasonably be expected to have a TMLP Parent Material Adverse Effect. (c) . This Section 6.7 5.2(g) shall not apply to any actions, suits, claims, hearings, arbitrations, investigations or other proceedings against the TMLP Parties Parent or any of their its Subsidiaries or any of their respective directors Subsidiaries or Affiliates to the extent arising out of this the Merger Agreement, the Merger, the GP Merger or the other transactions contemplated by this Agreement.

Litigation and Liabilities. (a) There are no civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings pending or, to the Knowledge of the TMLP PartiesCompany, threatened in writing against the TMLP Parties Company or any of their its Subsidiaries which to the Knowledge of the TMLP Parties Company would reasonably be expected to result in any claims against, or obligations or liabilities of, the TMLP Parties Company or any of their its Subsidiaries, except for those that would not not, individually or in the aggregate, reasonably be expected to have a TMLP Company Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement or any Voting Agreement. (b) Except for obligations and liabilities (i) reflected . Neither the Company nor any of its Subsidiaries is a party to or reserved against in TMLP’s consolidated balance sheets (and the notes thereto) included in the TMLP SEC Reports -41- US-DOCS\87676517.23 filed prior subject to the date provisions of this Agreementany material judgment, (ii) incurred in the ordinary course order, writ, injunction, decree or award of business since the TMLP Balance Sheet Date and (iii) obligations or liabilities arising or incurred in connection with the Merger, the GP Merger or any other transaction contemplated by this Agreement, there Governmental Entity. There are no liabilities or obligations or liabilities of the TMLP Parties Company or any of their its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, except as other than: (1) liabilities or obligations disclosed and provided for in the most recent balance sheet included in the Company Reports or in the notes to such balance sheet; (2) liabilities or obligations incurred in the ordinary course of business since September 30, 2016; (3) liabilities or obligations incurred in connection with the transactions contemplated hereby; and (4) liabilities or obligations that would not not, individually or in the aggregate, reasonably be expected to have a TMLP Company Material Adverse Effect. (c) . This Section 6.7 ‎5.1(g) shall not apply to any actions, suits, claims, hearings, arbitrations, investigations or other proceedings against the TMLP Parties Company or any of their its Subsidiaries or any of their respective directors to the extent arising out of this the Merger Agreement, the Merger, the GP Merger or the other transactions contemplated by this Agreement. For purposes of this Agreement, “Knowledge” means (i) with respect to the Company, the actual knowledge after reasonable inquiry of the individuals listed in Section ‎5.1(g) of the Company Disclosure Letter and (ii) with respect to Parent, the actual knowledge after reasonable inquiry of the individuals listed in Section ‎1.1 of the Parent Disclosure Letter.

Litigation and Liabilities. (a) There are no civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings pending or, to the Knowledge of the TMLP PartiesCompany, threatened in writing against the TMLP Parties Company or any of their its Subsidiaries which to the Knowledge of the TMLP Parties Company would reasonably be expected to result in any claims against, or obligations or liabilities of, the TMLP Parties Company or any of their its Subsidiaries, except for those that would not not, individually or in the aggregate, reasonably be expected to have a TMLP Company Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement or any Voting Agreement. (b) Except for obligations and liabilities (i) reflected . Neither the Company nor any of its Subsidiaries is a party to or reserved against in TMLP’s consolidated balance sheets (and the notes thereto) included in the TMLP SEC Reports -41- US-DOCS\87676517.23 filed prior subject to the date provisions of this Agreementany material judgment, (ii) incurred in the ordinary course order, writ, injunction, decree or award of business since the TMLP Balance Sheet Date and (iii) obligations or liabilities arising or incurred in connection with the Merger, the GP Merger or any other transaction contemplated by this Agreement, there Governmental Entity. There are no liabilities or obligations or liabilities of the TMLP Parties Company or any of their its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, except as other than: (1) liabilities or obligations disclosed and provided for in the most recent balance sheet included in the Company Reports or in the notes to such balance sheet; (2) liabilities or obligations incurred in the ordinary course of business since September 30, 2016; (3) liabilities or obligations incurred in connection with the transactions contemplated hereby; and (4) liabilities or obligations that would not not, individually or in the aggregate, reasonably be expected to have a TMLP Company Material Adverse Effect. (c) . This Section 6.7 5.1(g) shall not apply to any actions, suits, claims, hearings, arbitrations, investigations or other proceedings against the TMLP Parties Company or any of their its Subsidiaries or any of their respective directors to the extent arising out of this the Merger Agreement, the Merger, the GP Merger or the other transactions contemplated by this Agreement. For purposes of this Agreement, “Knowledge” means (i) with respect to the Company, the actual knowledge after reasonable inquiry of the individuals listed in Section 5.1(g) of the Company Disclosure Letter and (ii) with respect to Parent, the actual knowledge after reasonable inquiry of the individuals listed in Section 1.1 of the Parent Disclosure Letter.