Litigation; Laws and Regulations. Except as would not, individually or in the aggregate, have a WPZ Material Adverse Effect: (a) There are no (i) civil, criminal, regulatory or administrative actions, suits, claims, hearings, arbitrations, inquiries, subpoenas, investigations or proceedings (“Proceedings”) pending or, to the Knowledge of the WPZ Parties, threatened against or affecting the WPZ Group Entities (other than the WPZ Partially Owned Entities), their assets, or any of the operations of the WPZ Group Entities (other than the WPZ Partially Owned Entities) related thereto or (ii) judgments, orders, decrees or injunctions of any Governmental Entity, whether at law or in equity (“Orders”), against or affecting the WPZ Group Entities (other than the WPZ Partially Owned Entities), their assets, or any of the operations of the WPZ Group Entities (other than the WPZ Partially Owned Entities) related thereto. (b) To the Knowledge of the WPZ Parties, there are no (i) Proceedings pending or threatened against or affecting the WPZ Partially Owned Entities, their assets, or any of the operations of the WPZ Partially Owned Entities related thereto or (ii) Orders against or affecting the WPZ Partially Owned Entities, their assets, or any of the operations of the WPZ Partially Owned Entities related thereto. (c) None of the WPZ Group Entities (other than the WPZ Partially Owned Entities) and, to the Knowledge of the WPZ Parties, no WPZ Partially Owned Entity (i) is in violation of or in default under its Governing Documents or (ii) is in violation of any applicable Law, except in the case of each of clause (i) and (ii) for such violations or defaults that would not, individually or in the aggregate, have a WPZ Material Adverse Effect.
Appears in 5 contracts
Samples: Merger Agreement (Williams Partners L.P.), Merger Agreement, Merger Agreement (Williams Companies Inc)
Litigation; Laws and Regulations. Except as would not, individually or in the aggregate, have a WPZ an ACMP Material Adverse Effect:
(a) There are no (i) civil, criminal, regulatory or administrative actions, suits, claims, hearings, arbitrations, inquiries, subpoenas, investigations or proceedings (“Proceedings”) Proceedings pending or, to the Knowledge of the WPZ ACMP Parties, threatened against or affecting the WPZ ACMP Group Entities (other than the WPZ ACMP Partially Owned Entities), their assets, or any of the operations of the WPZ ACMP Group Entities (other than the WPZ ACMP Partially Owned Entities) related thereto or (ii) judgments, orders, decrees or injunctions of any Governmental Entity, whether at law or in equity (“Orders”), Orders against or affecting the WPZ ACMP Group Entities (other than the WPZ ACMP Partially Owned Entities), their assets, or any of the operations of the WPZ ACMP Group Entities (other than the WPZ ACMP Partially Owned Entities) related thereto.
(b) To the Knowledge of the WPZ ACMP Parties, there are no (i) Proceedings pending or threatened against or affecting the WPZ ACMP Partially Owned Entities, their assets, or any of the operations of the WPZ ACMP Partially Owned Entities related thereto or (ii) Orders against or affecting the WPZ ACMP Partially Owned Entities, their assets, or any of the operations of the WPZ ACMP Partially Owned Entities related thereto.
(c) None of the WPZ ACMP Group Entities (other than the WPZ ACMP Partially Owned Entities) and, to the Knowledge of the WPZ ACMP Parties, no WPZ ACMP Partially Owned Entity (i) is in violation of or in default under its Governing Documents or (ii) is in violation of any applicable Law, except in the case of each of clause (i) and (ii) for such violations or defaults that would not, individually or in the aggregate, have a WPZ an ACMP Material Adverse Effect.
Appears in 3 contracts
Samples: Merger Agreement, Merger Agreement (Access Midstream Partners Lp), Merger Agreement (Williams Partners L.P.)
Litigation; Laws and Regulations. Except as would not, individually or in the aggregate, have a WPZ Parent Material Adverse Effect:
(a) There are no (i) civil, criminal, regulatory or administrative actions, suits, claims, hearings, arbitrations, inquiries, subpoenas, investigations or proceedings (“Proceedings”) Proceedings pending or, to the Knowledge of the WPZ Parent Parties, threatened against or affecting the WPZ Parent Group Entities (other than the WPZ Parent Partially Owned Entities), their assets, or any of the operations of the WPZ Parent Group Entities (other than the WPZ Parent Partially Owned Entities) related thereto or (ii) judgments, orders, decrees or injunctions of any Governmental Entity, whether at law or in equity (“Orders”), Orders against or affecting the WPZ Parent Group Entities (other than the WPZ Parent Partially Owned Entities), their assets, or any of the operations of the WPZ Parent Group Entities (other than the WPZ Parent Partially Owned Entities) related thereto.
(b) To the Knowledge of the WPZ Parent Parties, there are no (i) Proceedings pending or threatened against or affecting the WPZ Parent Partially Owned Entities, their assets, or any of the operations of the WPZ Parent Partially Owned Entities related thereto or (ii) Orders against or affecting the WPZ Parent Partially Owned Entities, their assets, or any of the operations of the WPZ Parent Partially Owned Entities related thereto.
(c) None of the WPZ Parent Group Entities (other than the WPZ Parent Partially Owned Entities) and, to the Knowledge of the WPZ Parent Parties, no WPZ Parent Partially Owned Entity (i) is in violation of or in default under its Governing Documents or (ii) is in violation of any applicable Law, except in the case of each of clause (i) and (ii) for such violations or defaults that would not, individually or in the aggregate, have a WPZ Parent Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Williams Partners L.P.), Merger Agreement (Williams Companies Inc)
Litigation; Laws and Regulations. Except as would not, individually or in the aggregate, have a WPZ Parent Material Adverse Effect:
(a) There are no (i) civil, criminal, regulatory or administrative actions, suits, claims, hearings, arbitrations, inquiries, subpoenas, investigations or proceedings (“Proceedings”) Proceedings pending or, to the Knowledge of the WPZ Parent Parties, threatened against or affecting the WPZ Parent Group Entities (other than the WPZ Parent Partially Owned Entities), their assets, or any of the operations of the WPZ Parent Group Entities (other than the WPZ Parent Partially Owned Entities) related thereto or (ii) judgments, orders, decrees or injunctions of any Governmental Entity, whether at law or in equity (“Orders”), Orders against or affecting the WPZ Parent Group Entities (other than the WPZ Parent Partially Owned Entities), their assets, or any of the operations of the WPZ Parent Group Entities (other than the WPZ Parent Partially Owned Entities) related thereto.
(b) To the Knowledge of the WPZ Parent Parties, there are no (i) Proceedings pending or threatened against or affecting the WPZ Parent Partially Owned Entities, their assets, or any of the operations of the WPZ Parent Partially Owned Entities related thereto or (ii) Orders against or affecting the WPZ Parent Partially Owned Entities, their assets, or any of the operations of the WPZ Parent Partially Owned Entities related thereto.
(c) None of the WPZ Parent Group Entities (other than the WPZ Parent Partially Owned Entities) and, to the Knowledge of the WPZ Parent Parties, no WPZ Parent Partially Owned Entity (i) is in violation of or in default under its Governing Documents or (ii) is in violation of any applicable Law, except in the case of each of clause (i) and (ii) for such violations or defaults that would not, individually or in the aggregate, have a WPZ Parent Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Delek US Holdings, Inc.), Merger Agreement (Alon USA Partners, LP)
Litigation; Laws and Regulations. Except as would not, individually or in set forth on Section 3.5 of the aggregate, have a WPZ Material Adverse EffectDisclosure Letter:
(a) There are no (i) civil, criminal, regulatory criminal or administrative actions, suits, claims, hearings, arbitrations, inquiries, subpoenas, investigations arbitrations or proceedings (“Proceedings”) pending orpending, or to the SPLC’s Knowledge of the WPZ Partiesthreatened, threatened against or affecting the WPZ Group Entities (other than the WPZ Partially Owned Entities), their assets, Delta Assets or any of the operations of the WPZ Group Entities (other than the WPZ Partially Owned Entities) related thereto SPLC’s ownership or operation thereof; (ii) judgments, orders, decrees or injunctions of any Governmental EntityAuthority, whether at law or in equity (“Orders”)equity, against SPLC pertaining to the Delta Assets or affecting the WPZ Group Entities (other than the WPZ Partially Owned Entities), their assets, to SPLC’s ownership or any of the operations of the WPZ Group Entities (other than the WPZ Partially Owned Entities) related thereto.
(b) To the Knowledge of the WPZ Parties, there are no (i) Proceedings pending or threatened against or affecting the WPZ Partially Owned Entities, their assets, or any of the operations of the WPZ Partially Owned Entities related thereto operation thereof; or (iiiii) Orders against or affecting the WPZ Partially Owned Entities, their assets, or any of the operations of the WPZ Partially Owned Entities related thereto.
(c) None of the WPZ Group Entities (other than the WPZ Partially Owned Entities) andpending or, to SPLC’s Knowledge, threatened investigations by any Governmental Authority against SPLC pertaining to the Knowledge of the WPZ Parties, no WPZ Partially Owned Entity (i) is in violation of Delta Assets or in default under its Governing Documents to SPLC’s ownership or (ii) is in violation of any applicable Lawoperation thereof, except in the case of each of clause (i) and (ii) case, for such violations or defaults those items that would not, individually or in the aggregateaggregate with all matters that are subject to this Section 3.5(a), 3.5(b), 3.5(c) or 3.5(d), reasonably be expected to have a WPZ Seller Material Adverse Effect;
(b) There are no (i) civil, criminal or administrative actions, suits, claims, hearings, arbitrations or proceedings pending, or to GOM’s Knowledge threatened, affecting the Na Kika Assets or GOM’s ownership or SPLC’s operation thereof; (ii) judgments, orders, decrees or injunctions of any Governmental Authority, whether at law or in equity, against GOM pertaining to the Na Kika Assets or to GOM’s ownership or SPLC’s operation thereof; or (iii) pending or, to GOM’s Knowledge, threatened investigations by any Governmental Authority against GOM pertaining to the Na Kika Assets or to GOM’s ownership or SPLC’s operation thereof, except in each case, for those items that would not, individually or in the aggregate with all matters that are subject to this Section 3.5(b), 3.5(a), 3.5(c) or 3.5(d), reasonably be expected to have a Seller Material Adverse Effect;
(c) There are no (i) civil, criminal or administrative actions, suits, claims, hearings, arbitrations or proceedings pending, or to Shell Chemical’s Knowledge threatened, affecting the RGP Assets or Shell Chemical’s ownership or SPLC’s operation thereof; (ii) judgments, orders, decrees or injunctions of any Governmental Authority, whether at law or in equity, against Shell Chemical pertaining to the RGP Assets or to Shell Chemical’s ownership or SPLC’s operation thereof; or (iii) pending or, to Shell Chemical’s Knowledge, threatened investigations by any Governmental Authority against Shell Chemical pertaining to the RGP Assets or to Shell Chemical’s ownership or SPLC’s operation thereof, except in each case, for those items that would not, individually or in the aggregate with all matters that are subject to this Section 3.5(c), 3.5(a), 3.5(b) or 3.5(d), reasonably be expected to have a Seller Material Adverse Effect; and
(d) There are no (i) civil, criminal or administrative actions, suits, claims, hearings, arbitrations or proceedings pending, or to SPLC’s Knowledge threatened, affecting the NBR Line Assets or SPLC’s ownership or operation thereof; (ii) judgments, orders, decrees or injunctions of any Governmental Authority, whether at law or in equity, against SPLC pertaining to the NBR Line Assets or to SPLC’s ownership or operation thereof; or (iii) pending or, to SPLC’s Knowledge, threatened investigations by any Governmental Authority against SPLC pertaining to the NBR Line Assets or to SPLC’s ownership or operation thereof, except in each case, for those items that would not, individually or in the aggregate with all matters that are subject to this Section 3.5(d), 3.5(a), 3.5(b) or 3.5(c), reasonably be expected to have a Seller Material Adverse Effect.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Shell Midstream Partners, L.P.)
Litigation; Laws and Regulations. Except as would not, individually or in set forth on Section 3.5 of the aggregate, have a WPZ Material Adverse Effect:
Disclosure Letter: (a) There are no (i) civil, criminal, regulatory criminal or administrative actions, suits, claims, hearings, arbitrations, inquiries, subpoenas, investigations arbitrations or proceedings (“Proceedings”) pending orpending, or to the SPLC’s Knowledge of the WPZ Partiesthreatened, threatened against or affecting the WPZ Group Entities (other than the WPZ Partially Owned Entities), their assets, Delta Assets or any of the operations of the WPZ Group Entities (other than the WPZ Partially Owned Entities) related thereto SPLC’s ownership or operation thereof; (ii) judgments, orders, decrees or injunctions of any Governmental EntityAuthority, whether at law or in equity (“Orders”)equity, against SPLC pertaining to the Delta Assets or affecting the WPZ Group Entities (other than the WPZ Partially Owned Entities), their assets, to SPLC’s ownership or any of the operations of the WPZ Group Entities (other than the WPZ Partially Owned Entities) related thereto.
(b) To the Knowledge of the WPZ Parties, there are no (i) Proceedings pending or threatened against or affecting the WPZ Partially Owned Entities, their assets, or any of the operations of the WPZ Partially Owned Entities related thereto operation thereof; or (iiiii) Orders against or affecting the WPZ Partially Owned Entities, their assets, or any of the operations of the WPZ Partially Owned Entities related thereto.
(c) None of the WPZ Group Entities (other than the WPZ Partially Owned Entities) andpending or, to SPLC’s Knowledge, threatened investigations by any Governmental Authority against SPLC pertaining to the Knowledge of the WPZ Parties, no WPZ Partially Owned Entity (i) is in violation of Delta Assets or in default under its Governing Documents to SPLC’s ownership or (ii) is in violation of any applicable Lawoperation thereof, except in the case of each of clause (i) and (ii) case, for such violations or defaults those items that would not, individually or in the aggregateaggregate with all matters that are subject to this Section 3.5(a), 3.5(b), 3.5(c) or 3.5(d), reasonably be expected to have a WPZ Seller Material Adverse Effect.; (b) There are no (i) civil, criminal or administrative actions, suits, claims, hearings, arbitrations or proceedings pending, or to GOM’s Knowledge threatened, affecting the Na Kika Assets or GOM’s ownership or SPLC’s operation thereof; (ii) judgments, orders, decrees or injunctions of any Governmental Authority, whether at law or in equity, against GOM pertaining to the Na Kika Assets or to GOM’s ownership or SPLC’s operation thereof; or (iii) pending or, to GOM’s Knowledge, threatened investigations by any Governmental Authority against GOM pertaining to the Na Kika Assets or to GOM’s ownership or SPLC’s operation thereof, except in each case, for those items that would not, individually or in the aggregate with all matters that are subject to this Section 3.5(b), 3.5(a), 3.5(c) or 3.5(d), reasonably be expected to have a Seller Material Adverse Effect; (c) There are no (i) civil, criminal or administrative actions, suits, claims, hearings, arbitrations or proceedings pending, or to Shell Chemical’s Knowledge threatened, affecting the RGP Assets or Shell Chemical’s ownership or SPLC’s operation thereof; (ii) judgments, orders, decrees or injunctions of any Governmental Authority, whether at law or in equity, against Shell Chemical pertaining to the RGP Assets or to Shell Chemical’s ownership or SPLC’s operation thereof; or (iii) pending or, to Shell Chemical’s Knowledge, threatened investigations by any Governmental Authority against Shell Chemical pertaining to the RGP Assets or to Shell Chemical’s ownership or SPLC’s operation thereof, except in each case, for those items that would not, individually or in the aggregate with all matters that are subject to this Section 3.5(c), 3.5(a), 3.5(b) or 3.5(d), reasonably be expected to have a Seller Material Adverse Effect; and (d) There are no (i) civil, criminal or administrative actions, suits, claims, hearings, arbitrations or proceedings pending, or to SPLC’s Knowledge threatened, affecting the NBR Line Assets or SPLC’s ownership or operation thereof; (ii) judgments, orders, decrees or injunctions of any Governmental Authority, whether at law or in equity, against SPLC pertaining to the NBR Line Assets or to SPLC’s ownership or operation thereof; or (iii) pending or, to SPLC’s Knowledge, threatened investigations by any Governmental Authority against SPLC pertaining to the NBR Line Assets or to SPLC’s ownership or operation thereof, except in each case, for those items that would not, individually or in the aggregate with all matters that are subject to this Section 3.5(d), 3.5(a), 3.5(b) or 3.5(c), reasonably be expected to have a Seller Material Adverse Effect. 15
Appears in 1 contract
Samples: Purchase and Sale Agreement