Common use of Litigation; Laws and Regulations Clause in Contracts

Litigation; Laws and Regulations. Except as would not, individually or in the aggregate, have an NAP Material Adverse Effect: (a) There are no (i) civil, criminal, regulatory or administrative actions, suits, claims, hearings, demands, arbitrations, inquiries, subpoenas, investigations or proceedings (“Proceedings”) pending or, to the knowledge of NAP, threatened against or affecting the NAP Group Entities, their assets, or any of the operations of the NAP Group 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 NAP Group Entities, their assets, or any of the operations of the NAP Group Entities related thereto. (b) None of the NAP Group Entities (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 an NAP Material Adverse Effect. (c) Without limiting the generality of Section 3.7(b), none of the NAP Group Entities or, to the knowledge of NAP, any consultant, agent or representative of any of the foregoing (in their respective capacities as such), (i) has violated the U.S. Foreign Corrupt Practices Act, and any other U.S. and foreign anti-corruption Laws that are applicable to any NAP Group Entity; (ii) has, to the knowledge of NAP, been given written notice by any Governmental Entity of any facts which, if true, would constitute a violation of the U.S. Foreign Corrupt Practices Act or any other U.S. or foreign anti-corruption Laws by any such person; and (iii) to the knowledge of NAP, is being (and has not been) investigated by any Governmental Entity except, in each case of the foregoing clauses (i) through (iii), as would not have, individually or in the aggregate, an NAP Material Adverse Effect.

Litigation; Laws and Regulations. Except as would not, individually or in the aggregate, have an NAP Material Adverse Effect: (a) There are no (i) civil, criminal, regulatory criminal or administrative actions, suits, claims, hearings, demands, arbitrations, inquiries, subpoenas, investigations or proceedings (“Proceedings”) pending or, to the knowledge of NAPCST’s knowledge, threatened against or affecting the NAP Group Entities, their assets, or any of the operations of the NAP Group Entities related thereto CSTMS Co.; or (ii) judgments, orders, decrees or injunctions of any Governmental Entitygovernmental authority, whether at law or in equity (“Orders”)equity, against or affecting the NAP Group Entities, their assets, or any of the operations of the NAP Group Entities related thereto. (b) None of the NAP Group Entities (i) is in violation of or in default under its Governing Documents or (ii) is in violation of any applicable LawCSTMS Co., except in the each case of each of clause (i) and (ii) of this Section 2.6(a), for such violations or defaults those items that would not, individually or in the aggregate, have an NAP a Material Adverse Effect. (b) CSTMS Co. is not (and for the last three years has not been) in violation of or in default under any applicable law, except as would not, individually or in the aggregate, have a Material Adverse Effect. (c) Without limiting Immediately prior to the generality of Section 3.7(b)Closing, none of the NAP Group Entities there shall be no (i) civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or proceedings pending or, to CST’s knowledge, threatened against or affecting the knowledge of NAPCST Fuel Interest, any consultant, agent CST Fuel or representative of any of the foregoing (in their respective capacities as such), (i) has violated the U.S. Foreign Corrupt Practices Act, and any other U.S. and foreign anti-corruption Laws that are applicable to any NAP Group EntityCSTMS; or (ii) hasjudgments, to the knowledge of NAPorders, been given written notice by any Governmental Entity decrees or injunctions of any facts whichgovernmental authority, if truewhether at law or in equity, would constitute a violation of against or affecting CST Fuel or CSTMS or the U.S. Foreign Corrupt Practices Act or any other U.S. or foreign anti-corruption Laws by any such person; and (iii) to the knowledge of NAPCST Fuel Interest, is being (and has not been) investigated by any Governmental Entity except, except in each case of the foregoing clauses (i) through and (iiiii) of this Section 2.6(c), as for those items that would not havenot, individually or in the aggregate, an NAP have a Material Adverse Effect. (d) Immediately prior to the Closing, neither CST Fuel nor CSTMS shall be in violation of or in default under any applicable law, except as would not, individually or in the aggregate, have a Material Adverse Effect. Notwithstanding the foregoing, CST makes no representation or warranty, express or implied, under this Section 2.6 relating to tax matters, which are exclusively addressed in Section 2.7, relating to environmental matters, which are exclusively addressed in Section 2.8, Permits (defined below), which are exclusively addressed in Section 2.9, or employee or employee benefits matters, which are exclusively addressed in Section 2.10.

Litigation; Laws and Regulations. Except as would not, individually set forth in Disclosure Schedule 3.7 or in the aggregate, have an NAP Material Adverse Effectfootnotes to the Company Financial Statements: (a) There are no (i) civil, criminal, regulatory criminal or administrative actions, suits, claims, hearings, demands, arbitrations, inquiries, subpoenas, investigations or proceedings (“Proceedings”) pending or, to the knowledge of NAPQEPFS’s Knowledge, threatened (A) against or affecting the NAP Group EntitiesSubject Interest, their assets, the Processing Assets or the Business or (B) that (1) allege the invalidity or unenforceability of QEPFS’s obligations under this Agreement or any of the operations QEPFS Ancillary Documents or (2) seek to prevent or delay the consummation by QEPFS of the NAP Group Entities related thereto transactions contemplated by this Agreement or any of the QEPFS Ancillary Documents; or (ii) judgments, orders, decrees or injunctions of any Governmental EntityAuthority, whether at law or in equity equity, (“Orders”), A) against or affecting the NAP Group EntitiesProcess Assets, their assetsthe Business or the Subject Interest, or (B) that (1) allege the invalidity or unenforceability of QEPFS’s obligations under this Agreement or any of the operations QEPFS Ancillary Documents or (2) seek to prevent or delay the consummation by QEPFS of the NAP Group Entities related theretotransactions contemplated by this Agreement or any of the QEPFS Ancillary Documents, except in each case of (i) and (ii) of this Section 3.7(a), for those items that would not be considered to be material. (b) None of the NAP Group Entities (i) The Company is not 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 as would not, individually or in the aggregate, have an NAP a Material Adverse Effect. (c) Without limiting . Notwithstanding the generality of foregoing, QEPFS makes no representation or warranty, express or implied, under this Section 3.7(b)3.7 relating to Tax matters, none of which are exclusively addressed in Section 3.9, environmental matters, which are exclusively addressed in Section 3.10, Permits, which are exclusively addressed in Section 3.11, employee or employee benefits matters, which are exclusively addressed in Section 3.13, or the NAP Group Entities or, to the knowledge of NAP, any consultant, agent or representative of any of the foregoing (in their respective capacities as such), (i) has violated the U.S. Foreign Corrupt Practices Investment Company Act, and any other U.S. and foreign anti-corruption Laws that are applicable to any NAP Group Entity; (ii) has, to the knowledge of NAP, been given written notice by any Governmental Entity of any facts which, if true, would constitute a violation of the U.S. Foreign Corrupt Practices Act or any other U.S. or foreign anti-corruption Laws by any such person; and (iii) to the knowledge of NAP, which is being (and has not been) investigated by any Governmental Entity except, exclusively addressed in each case of the foregoing clauses (i) through (iii), as would not have, individually or in the aggregate, an NAP Material Adverse EffectSection 3.16.

Litigation; Laws and Regulations. Except as would not, individually or in set forth on Section 3.7(a) of the aggregate, have an NAP Material Adverse EffectDisclosure Letter: (a) There there are no (i) civil, criminal, regulatory criminal or administrative actions, suits, claims, hearings, demands, arbitrations, inquiries, subpoenas, investigations arbitrations or proceedings (“Proceedings”) pending or, to the knowledge of NAPSPLC’s Knowledge, threatened against or affecting the NAP Group EntitiesMars, their assets, or any of the operations of the NAP Group Entities related thereto or (ii) judgments, orders, decrees or injunctions of any Governmental EntityAuthority, whether at law or in equity (“Orders”)equity, against or affecting the NAP Group Entities, their assets, or any of the operations of the NAP Group Entities related thereto. (b) None of the NAP Group Entities (i) is in violation of or in default under its Governing Documents Mars or (iiiii) is in violation of pending or, to SPLC’s Knowledge, threatened investigations by any applicable LawGovernmental Authority against Mars, 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 aggregate, reasonably be expected to have an NAP a Seller Material Adverse Effect.; and (cb) Without limiting the generality of Section 3.7(b), none of the NAP Group Entities or, to the knowledge of NAP, any consultant, agent or representative of any of the foregoing (Mars is not in their respective capacities as such), (i) has violated the U.S. Foreign Corrupt Practices Act, and any other U.S. and foreign anti-corruption Laws that are applicable to any NAP Group Entity; (ii) has, to the knowledge of NAP, been given written notice by any Governmental Entity of any facts which, if true, would constitute a violation of the U.S. Foreign Corrupt Practices Act or in default under any other U.S. or foreign anti-corruption Laws by any such person; and (iii) to the knowledge of NAPApplicable Law, is being (and has not been) investigated by any Governmental Entity except, in each case of the foregoing clauses (i) through (iii), except as would not havenot, individually or in the aggregate, an NAP reasonably be expected to have a Seller Material Adverse Effect. Except as set forth on Section 3.7(c) of the Disclosure Letter: (c) there are no (i) civil, criminal or administrative actions, suits, claims, hearings, arbitrations or proceedings pending or, to SPLC’s Knowledge, threatened against Explorer, (ii) judgments, orders, decrees or injunctions of any Governmental Authority, whether at law or in equity, against Explorer or (iii) pending or, to SPLC’s Knowledge, threatened investigations by any Governmental Authority against Explorer, except in each case, for those items that would not, individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect; and (d) Explorer is not in violation of or in default under any Applicable Law, except as would not, individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect. Except as set forth on Section 3.7(e) of the Disclosure Letter: (e) there are no (i) civil, criminal or administrative actions, suits, claims, hearings, arbitrations or proceedings pending or, to SPLC’s Knowledge, threatened against LOCAP, (ii) judgments, orders, decrees or injunctions of any Governmental Authority, whether at law or in equity, against LOCAP or (iii) pending or, to SPLC’s Knowledge, threatened investigations by any Governmental Authority against LOCAP, except in each case, for those items that would not, individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect; and (f) Explorer is not in violation of or in default under any Applicable Law, except as would not, individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect. Except as set forth on Section 3.7(g) of the Disclosure Letter: (g) there are no (i) civil, criminal or administrative actions, suits, claims, hearings, arbitrations or proceedings pending or, to SOPUS’s Knowledge, threatened against Odyssey, (ii) judgments, orders, decrees or injunctions of any Governmental Authority, whether at law or in equity, against Odyssey or (iii) pending or, to SOPUS’s Knowledge, threatened investigations by any Governmental Authority against Odyssey, except in each case, for those items that would not, individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect; and (h) Odyssey is not in violation of or in default under any Applicable Law, except as would not, individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect. Except as set forth on Section 3.7(i) of the Disclosure Letter: (i) there are no (i) civil, criminal or administrative actions, suits, claims, hearings, arbitrations or proceedings pending or, to SOPUS’s Knowledge, threatened against Triton, (ii) judgments, orders, decrees or injunctions of any Governmental Authority, whether at law or in equity, against Triton or (iii) pending or, to SOPUS’s Knowledge, threatened investigations by any Governmental Authority against Triton, except in each case, for those items that would not, individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect; and (j) Triton is not in violation of or in default under any Applicable Law, except as would not, individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect.

Litigation; Laws and Regulations. Except as would not, individually or in the aggregate, have an NAP NNA Material Adverse Effect: (a) There are no (i) civil, criminal, regulatory or administrative actions, suits, claims, hearings, demands, arbitrations, inquiries, subpoenas, investigations or proceedings (“Proceedings”) pending or, to the knowledge of NAPNNA, threatened against or affecting the NAP NNA Group Entities, their assets, or any of the operations of the NAP NNA Group 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 NAP NNA Group Entities, their assets, or any of the operations of the NAP NNA Group Entities related thereto. (b) None of the NAP NNA Group Entities (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 an NAP NNA Material Adverse Effect. (c) Without limiting the generality of Section 3.7(b), none of the NAP NNA Group Entities or, to the knowledge of NAPNNA, any consultant, agent or representative Representative of any of the foregoing (in their respective capacities as such), (i) has violated the U.S. Foreign Corrupt Practices Act, and any other U.S. and foreign anti-corruption Laws that are applicable to any NAP NNA Group Entity; (ii) has, to the knowledge of NAPNNA, been given written notice by any Governmental Entity of any facts which, if true, would constitute a violation of the U.S. Foreign Corrupt Practices Act or any other U.S. or foreign anti-corruption Laws by any such person; and (iii) to the knowledge of NAPNNA, is being (and or has not been) investigated by any Governmental Entity except, in each case of the foregoing clauses (i) through (iii), as would not have, individually or in the aggregate, an NAP NNA Material Adverse Effect.