Common use of No Conflict; Consents Clause in Contracts

No Conflict; Consents. Except as set forth in Disclosure Schedule 4.3: (a) the execution, delivery and performance of this Agreement by the Partnership Parties does not, and the execution, delivery and performance by the Partnership Parties of any of the Partnership Ancillary Documents will not, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not, (i) violate, conflict with any of, result in any breach of, or require the consent of any Person under, the terms, conditions or provisions of the certificate of limited partnership, certificate of formation, limited liability company agreement, agreement of limited partnership or other equivalent governing instruments of any Partnership Party; (ii) conflict with or violate any provision of any Law applicable to any Partnership Party; (iii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, or result in the suspension, termination or cancellation of, or in a right of suspension, termination or cancellation of, any indenture, mortgage, agreement, contract, commitment, license, concession, Permit, lease, joint venture or other agreement or instrument to which any of the Partnership Parties is a party or by which either of them is bound or to which any of their property is subject; or (iv) result in the creation of any Lien (other than Permitted Liens) on any of the Partnership Parties’ assets, except in the case of clauses (ii), (iii) or (iv), for those items which, individually or in the aggregate, would not have (or be reasonably expected to have) a Partnership Material Adverse Effect; and (b) no consent, approval, license, Permit, order or authorization of any Governmental Authority or other Person is required to be obtained or made by the Partnership Parties in connection with the execution, delivery, and performance of this Agreement and the Partnership Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except (i) as have been waived or obtained or with respect to which the time for asserting such right has expired or (ii) for those that individually or in the aggregate, would not have a Partnership Material Adverse Effect (including such consents, approvals, orders or 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 Conflict; Consents. Except as set forth in on Disclosure Schedule 4.3: (a) the execution, delivery and performance of this Agreement by the Partnership Parties does not, and or the execution, delivery and performance by the Partnership Parties of any of the Partnership Ancillary Documents will not, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not, (i) violate, conflict with any of, result in any breach of, or require the consent of any Person under, the terms, conditions or provisions of the certificate of limited partnership, certificate of formation, limited liability company agreement, agreement of limited partnership or other equivalent governing instruments of any Partnership Party; (ii) conflict with or violate any provision of any Applicable Law applicable to any Partnership Party; (iii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, or result in the suspension, termination or cancellation of, or in a right of suspension, termination or cancellation of, any indenture, mortgage, agreement, contract, commitment, license, concession, Permitpermit, lease, joint venture or other agreement or instrument to which any of the Partnership Parties is a party or by which either of them is bound or to which any of their property is subject; or (iv) result in the creation of any Lien (other than Permitted Liens) on any of the Partnership Parties’ assets, except in the case of clauses (ii), (iii) or (iviii), for those items which, individually or in the aggregate, would not have (or be reasonably expected to have) a Partnership Material Adverse Effect; and (b) no consent, approval, license, Permitpermit, order or authorization of any Governmental Authority or other Person is required to be obtained or made by the Partnership Parties in connection with the execution, delivery, and performance of this Agreement and the Partnership Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except (i) as have been waived or obtained or with respect to which the time for asserting such right has expired or (ii) for those that individually or in the aggregate, would not have a Partnership Material Adverse Effect (including such consents, approvals, orders or Permits that are not customarily obtained prior to the Closing Closing) and are reasonably expected to be obtained in the ordinary course of business consistent with past practices practice following the Closing).

No Conflict; Consents. Except as set forth in Disclosure Schedule 4.3: (a) the execution, The execution and delivery and performance of this Agreement by the Partnership Parties such Lock-Up Party does not, and the execution, delivery and performance by the Partnership Parties of any such Lock-Up Party of the Partnership Ancillary Documents obligations under this Agreement and the compliance by such Lock-Up Party with any provisions hereof do not and will not, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not, : (i) violateconflict with or violate any Law applicable to such Lock-Up Party, (ii) if such Lock-Up Party is an entity, conflict with or violate the certificate of incorporation or bylaws or any ofequivalent Organizational Documents of such Lock-Up Party, or (iii) result in any breach of, or require the consent of any Person under, the terms, conditions or provisions of the certificate of limited partnership, certificate of formation, limited liability company agreement, agreement of limited partnership or other equivalent governing instruments of any Partnership Party; (ii) conflict with or violate any provision of any Law applicable to any Partnership Party; (iii) conflict with, result in a breach of, constitute a default under (whether or an event, which with notice or the lapse of time or both), would become a default) under, or accelerate give to others any rights of termination, amendment, acceleration or permit the acceleration of the performance required by, or require any consent, authorization or approval undercancellation of, or result in the suspensioncreation of a lien on any of the securities of the Company owned by such Lock-Up Party pursuant to any note, termination or cancellation of, or in a right of suspension, termination or cancellation of, any indenturebond, mortgage, agreementindenture, contract, commitmentagreement, lease, license, concessionpermit, Permit, lease, joint venture franchise or other agreement instrument or instrument obligation to which any of the Partnership Parties such Lock-Up Party is a party or by which either of them such Lock-Up Party is bound or to which any of their property is subject; or (iv) result in the creation of any Lien (other than Permitted Liens) on any of the Partnership Parties’ assetsotherwise bound, except except, in the case of clauses (iii) and (iii), (iii) or (iv), for those items whichas would not reasonably be expected, individually or in the aggregate, would not have (to materially impair the ability of such Lock-Up Party to perform his, her or be reasonably expected its obligations hereunder or to have) a Partnership Material Adverse Effect; andconsummate the transactions contemplated hereby. (b) no The execution and delivery of this Agreement by such Lock-Up Party does not, and the performance of this Agreement by such Lock-Up Party will not, require any consent, approval, licenseauthorization or permit of, Permitor filing or notification to, order or authorization expiration of any waiting period by any Governmental Authority or Authority, other Person is required than those set forth as conditions to be obtained or made by the Partnership Parties in connection with the execution, delivery, and performance of this Agreement and the Partnership Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except (i) as have been waived or obtained or with respect to which the time for asserting such right has expired or (ii) for those that individually or closing in the aggregate, would not have a Partnership Material Adverse Effect (including such consents, approvals, orders or 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)Business Combination Agreement.

No Conflict; Consents. Except as set forth in Disclosure Schedule 4.3: (a) the execution, The execution and delivery and performance of this Agreement by the Partnership Parties such Requisite Shareholder does not, and the execution, delivery and performance by the Partnership Parties of any such Requisite Shareholder of the Partnership Ancillary Documents obligations under this Agreement and the compliance by such Requisite Shareholder with the provisions hereof do not and will not, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not, : (i) violate, conflict with or violate any ofLaw applicable to such Requisite Shareholder, (ii) contravene or conflict with, or result in any violation or breach of, or require the consent any provision of any Person under, the terms, conditions or provisions of the certificate of limited partnershipcharter, certificate of formationincorporation, limited liability company agreement, certificate of formation, articles of association, by-laws, operating agreement of limited partnership or other equivalent similar formation or governing documents and instruments of any Partnership Party; (ii) conflict with such Requisite Shareholder, as applicable, or violate any provision of any Law applicable to any Partnership Party; (iii) conflict with, result in a any breach of, of or constitute a default under (whether or an event that with notice or the lapse of time or both)both would become a default) under, or accelerate give to others any rights of termination, amendment, acceleration or permit the acceleration of the performance required by, or require any consent, authorization or approval undercancellation of, or result in the suspension, termination or cancellation of, or in creation of a right of suspension, termination or cancellation of, any indenture, mortgage, agreement, contract, commitment, license, concession, Permit, lease, joint venture or other agreement or instrument to which Lien on any of the Partnership Parties Subject Shares owned by such Requisite Shareholder pursuant to any contract or agreement to which such Requisite Shareholder is a party or by which either of them such Requisite Shareholder is bound or to which any of their property is subject; or (iv) result in the creation of any Lien (other than Permitted Liens) on any of the Partnership Parties’ assetsbound, except in the case of clauses clause (ii), i) or (iii) or (iv)as would not reasonably be expected, for those items which, either individually or in the aggregate, would not have (to materially impair the ability of such Requisite Shareholder to perform its obligations hereunder or be reasonably expected to have) a Partnership Material Adverse Effect; andconsummate the transactions contemplated hereby. (b) no No consent, approval, license, Permit, order or authorization of of, or registration, declaration or filing with, any Governmental Authority or any other Person person is required by or with respect to be obtained or made by the Partnership Parties such Requisite Shareholder in connection with the execution, delivery, execution and performance delivery of this Agreement and the Partnership Ancillary Documents or the consummation by such Requisite Shareholder of the transactions contemplated hereby hereby. If such Requisite Shareholder is a natural person, no consent of such Requisite Shareholder’s spouse is necessary under any “community property” or thereby, except (i) as have been waived or obtained or with respect other Laws in order for such Requisite Shareholder to which the time for asserting such right has expired or (ii) for those that individually or in the aggregate, would not have a Partnership Material Adverse Effect (including such consents, approvals, orders or Permits that are not customarily obtained prior to the Closing enter into and are reasonably expected to be obtained in the ordinary course of business consistent with past practices following the Closing)perform its obligations under this Agreement.

No Conflict; Consents. Except as set forth in Disclosure Schedule 4.3: (a) the The execution, delivery and performance of this Agreement by the Partnership Parties SHLX and Operating does not, and the execution, delivery and performance by the Partnership Parties of any of the Partnership Ancillary Documents will not, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not, (i) violate, conflict with any ofwith, result in any breach of, or require the consent of any Person under, any of the terms, conditions or provisions of the certificate of limited partnership, partnership or limited partnership agreement of SHLX or the certificate of formation, formation or limited liability company agreement, agreement of limited partnership or other equivalent governing instruments of any Partnership PartyOperating; (ii) conflict with or violate any provision of any Law law or administrative rule or regulation or any judicial, administrative or arbitration order, award, judgment, writ, injunction or decree applicable to SHLX, Operating or any Partnership Partyproperty or asset of SHLX or Operating; (iii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, or result in the suspension, termination or cancellation of, or in a right of suspension, termination or cancellation of, any indenture, mortgage, agreement, contract, commitment, license, concession, Permitpermit, lease, joint venture or other agreement or instrument to which any of the Partnership Parties SHLX or Operating is a party or by which either of them it is bound or to which any of their its property is subject; or (iv) result in the creation of any Lien (other than Permitted Liens) on any of the Partnership Parties’ assets, except in the case of clauses (ii), ) and (iii) or (iv), for those items which, individually or in the aggregate, would not have (or reasonably be reasonably expected to have) a Partnership Material Adverse Effect; andaffect the ability of either SHLX or Operating to perform its obligations under this Agreement or to consummate the transactions contemplated hereby or thereby. (b) no No consent, approval, license, Permitpermit, order or authorization of any Governmental Authority or other Person is required to be obtained or made by the Partnership Parties or with respect to SHLX or Operating in connection with the execution, delivery, and performance of this Agreement and the Partnership Ancillary Documents or the consummation of the transactions contemplated hereby or and thereby, except (i) as have been waived or obtained or with respect to which the time for asserting such right has expired or (ii) for those that which individually or in the aggregate, aggregate would not have a Partnership Material Adverse Effect reasonably be expected to affect the ability of either SHLX or Operating to perform its obligations under this Agreement or to consummate the transactions contemplated hereby or thereby (including such consents, approvals, licenses, permits, orders or Permits authorizations 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 Conflict; Consents. Except as set forth in Disclosure Schedule 4.33.3: (a) the execution, delivery and performance of this Agreement by the Partnership Parties QEPFS does not, and the execution, delivery and performance by the Partnership Parties QEPFS of any of the Partnership QEPFS Ancillary Documents will not, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not, : (i) violate, conflict with any of, result in any breach of, or require the consent of any Person under, the terms, conditions or provisions of the certificate of limited partnershipincorporation, certificate of formation, limited liability company agreementbylaws, agreement of limited partnership LLC Agreement or other equivalent governing instruments of any Partnership PartyQEPFS or the Company; (ii) conflict with or violate any provision of any Law applicable to any Partnership Partythe Subject Interest, QEPFS or the Company; (iii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, or result in the suspension, termination or cancellation of, or in a right of suspension, termination or cancellation of, any indenture, mortgage, agreement, contract, commitment, license, concession, Permit, lease, joint venture or other agreement or instrument to which any of QEPFS or the Partnership Parties Company is a party or by which either of them is bound QEPFS, the Company or to which any of their property is subjectrespective assets are bound; or (iv) result in the creation of any Lien (other than Permitted Liens) on any of the Partnership Parties’ assetsSubject Interest or the Processing Assets, except in the case of clauses (ii), (iii) or (iv), for those items which, individually or in the aggregate, that would not have (or be reasonably expected considered to have) a Partnership Material Adverse Effectbe material; and (b) no consent, approval, license, Permit, order or authorization of any Governmental Authority or other Person is required to be obtained or made by QEPFS or the Partnership Parties Company in connection with the execution, delivery, delivery and performance of this Agreement and the Partnership QEPFS Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except (i) as have been waived or obtained or with respect to which the time for asserting such right has expired or (ii) for those that individually or in the aggregate, would not have a Partnership Material Adverse Effect (including such consents, approvals, orders or 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 Conflict; Consents. Except as set forth in Disclosure Schedule 4.3: (a) the execution, The execution and delivery and performance of this Agreement by the Partnership Parties Shareholder and such Principal Sponsor Signatory does not, and the execution, delivery and performance by the Partnership Parties of any such Person of the Partnership Ancillary Documents obligations under this Agreement and the compliance by such Person with any provisions hereof do not and will not, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not, : (i) violate, conflict with any of, result in any breach of, or require the consent of any Person under, the terms, conditions or provisions of the certificate of limited partnership, certificate of formation, limited liability company agreement, agreement of limited partnership or other equivalent governing instruments of any Partnership Party; (ii) conflict with or violate any provision of any Law Laws applicable to any Partnership Party; each such Person, or (iiiii) conflict with, result in a any breach of, of or constitute a default under (whether or an event that with notice or the lapse of time or both)both would become a default) under, or accelerate give to others any rights of termination, amendment, acceleration or permit the acceleration of the performance required by, or require any consent, authorization or approval undercancellation of, or result in the suspensioncreation of a Lien on any of the Covered Shares beneficially owned by the Shareholder pursuant to any note, termination or cancellation of, or in a right of suspension, termination or cancellation of, any indenturebond, mortgage, agreementindenture, contract, commitmentagreement, lease, license, concessionpermit, Permit, lease, joint venture franchise or other agreement instrument or instrument obligation to which any of the Partnership Parties Shareholder is a party or by which either of them the Shareholder is bound or to which any of their property is subject; or (iv) result in the creation of any Lien (other than Permitted Liens) on any of the Partnership Parties’ assetsbound, except except, in the case of clauses clause (ii), (iii) or (iv), for those items whichany of the foregoing that, individually or in the aggregate, would not have (materially impair or be reasonably expected materially adversely affect the ability of each such Person to have) a Partnership Material Adverse Effect; andperform its obligations hereunder or to consummate the transactions contemplated hereby. (b) no No consent, approval, license, Permit, order or authorization of of, or registration, declaration or filing with, any Governmental Authority Entity or any other Person Person, is required by or with respect to be obtained or made by the Partnership Parties Shareholder and such Principal Sponsor Signatory in connection with the execution, delivery, execution and performance delivery of this Agreement and the Partnership Ancillary Documents or the consummation by the Shareholder and such Principal Sponsor Signatory of the transactions contemplated hereby or therebyhereby, except (i) as have been waived or obtained or for filings with respect to which the time for asserting such right has expired or (ii) for those that individually or in SEC under the aggregate, would not have a Partnership Material Adverse Effect (including such consents, approvals, orders or 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)Exchange Act.

No Conflict; Consents. Except as set forth in Disclosure Schedule 4.3: (a) the execution, The execution and delivery and performance of this Agreement by the Partnership Parties such Written Consent Party does not, and the execution, delivery and performance by the Partnership Parties of any such Written Consent Party of the Partnership Ancillary Documents obligations under this Agreement and the compliance by such Written Consent Party with any provisions hereof do not and will not, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not, : (i) violateconflict with or violate any Law applicable to such Written Consent Party, (ii) if such Written Consent Party is an entity, conflict with or violate the certificate of incorporation or bylaws or any ofequivalent organizational documents of the Company or such Written Consent Party, or (iii) result in any breach of, or require the consent of any Person under, the terms, conditions or provisions of the certificate of limited partnership, certificate of formation, limited liability company agreement, agreement of limited partnership or other equivalent governing instruments of any Partnership Party; (ii) conflict with or violate any provision of any Law applicable to any Partnership Party; (iii) conflict with, result in a breach of, constitute a default under (whether or an event, which with notice or the lapse of time or both), would become a material default) under, or accelerate give to others any rights of termination, amendment, acceleration or permit the acceleration of the performance required by, or require any consent, authorization or approval undercancellation of, or result in the suspensioncreation of a Lien on any of the Company Securities owned by such Written Consent Party pursuant to any note, termination or cancellation of, or in a right of suspension, termination or cancellation of, any indenturebond, mortgage, agreementindenture, contract, commitmentagreement, lease, license, concessionpermit, Permit, lease, joint venture franchise or other agreement instrument or instrument obligation to which any of the Partnership Parties such Written Consent Party is a party or by which either of them such Written Consent Party is bound or to which any of their property is subject; or (iv) result in the creation of any Lien (other than Permitted Liens) on any of the Partnership Parties’ assetsbound, except except, in the case of clauses (iii) and (iii), (iii) or (iv), for those items whichas would not reasonably be expected, individually or in the aggregate, would not have (to materially impair the ability of such Written Consent Party to perform its obligations hereunder or be reasonably expected to have) a Partnership Material Adverse Effect; andconsummate the transactions contemplated hereby. (b) no The execution and delivery of this Agreement by such Written Consent Party does not, and the performance of this Agreement by such Written Consent Party will not, require any consent, approval, licenseauthorization or permit of, Permitor filing or notification to, order or authorization expiration of any waiting period by any Governmental Authority or any other Person is required to be obtained or made by the Partnership Parties in connection with the execution, delivery, and performance of this Agreement and the Partnership Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except (i) as have been waived or obtained or with respect to which the time for asserting such right has expired or (ii) for Written Consent Party, other than those that individually or set forth as conditions to closing in the aggregate, would not have a Partnership Material Adverse Effect (including such consents, approvals, orders or 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)Business Combination Agreement.

No Conflict; Consents. Except as set forth in Disclosure Schedule 4.33.3: (a) the execution, delivery and performance of this Agreement by any of the Partnership Contributing Parties does not, and the execution, delivery and performance by any of the Partnership Contributing Parties of any of the Partnership Contributing Parties Ancillary Documents will not, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not, : (i) violate, conflict with any of, result in any breach of, or require the consent of any Person under, the terms, conditions or provisions of the certificate of limited partnershipincorporation, certificate of formation, bylaws, limited liability company agreement, agreement of limited partnership or other equivalent governing instruments of any Partnership Contributing Party, SemCrude Pipeline or White Cliffs Pipeline; (ii) conflict with or violate any provision of any Law applicable to any Partnership Partythe Subject Interest, the Contributing Parties, SemCrude Pipeline or White Cliffs Pipeline; (iii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, or result in the suspension, termination or cancellation of, or in a right of suspension, termination or cancellation of, any indenture, mortgage, agreement, contract, commitment, license, concession, Permit, lease, joint venture or other agreement or instrument to which any of the Partnership Parties Contributing Parties, SemCrude Pipeline or White Cliffs Pipeline is a party or by which either of them is bound it or to which any of their property is subjectrespective assets are bound; or (iv) result in the creation of any Lien (other than Permitted Liens) on the Subject Interest or any assets of the Partnership Parties’ assetsSemCrude Pipeline or any assets of White Cliffs Pipeline, except in the case of clauses (ii), (iii) or (iv), ) for those items which, individually or in the aggregate, would not have (or be reasonably expected to have) a Partnership Material Adverse Effect; and (b) no consent, approval, license, Permit, order or authorization of any Governmental Authority or other Person is required to be obtained or made by any of the Partnership Parties Contributing Parties, SemCrude Pipeline or White Cliffs Pipeline in connection with the execution, delivery, delivery and performance of this Agreement and the Partnership Contributing Parties Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except (i) as have been waived or obtained or with respect to which the time for asserting such right has expired or (ii) for those that individually or in the aggregate, would not have a Partnership Material Adverse Effect (including such consents, approvals, orders or 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 Conflict; Consents. Except as set forth in Disclosure Schedule 4.3: (a) the execution, The execution and delivery and performance of this Agreement by the Partnership Parties such Requisite Shareholder does not, and the execution, delivery and performance by the Partnership Parties of any such Requisite Shareholder of the Partnership Ancillary Documents obligations under this Agreement and the compliance by such Requisite Shareholder with the provisions hereof do not and will not, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not, : (i) violate, conflict with or violate any ofLaw applicable to such Requisite Shareholder, (ii) contravene or conflict with, or result in any violation or breach of, or require the consent any provision of any Person under, the terms, conditions or provisions of the certificate of limited partnershipcharter, certificate of formationincorporation, limited liability company agreement, certificate of formation, articles of association, by-laws, operating agreement of limited partnership or other equivalent similar formation or governing documents and instruments of any Partnership Party; (ii) conflict with such Requisite Shareholder, as applicable, or violate any provision of any Law applicable to any Partnership Party; (iii) conflict with, result in a any breach of, of or constitute a default under (whether or an event that with notice or the lapse of time or both)both would become a default) under, or accelerate give to others any rights of termination, amendment, acceleration or permit the acceleration of the performance required by, or require any consent, authorization or approval undercancellation of, or result in the suspension, termination or cancellation of, or in creation of a right of suspension, termination or cancellation of, any indenture, mortgage, agreement, contract, commitment, license, concession, Permit, lease, joint venture or other agreement or instrument to which Lien on any of the Partnership Parties Company Securities owned by such Requisite Shareholder pursuant to any contract or agreement to which such Requisite Shareholder is a party or by which either of them such Requisite Shareholder is bound or to which any of their property is subject; or (iv) result in the creation of any Lien (other than Permitted Liens) on any of the Partnership Parties’ assetsbound, except in the case of clauses clause (ii), i) or (iii) or (iv)as would not reasonably be expected, for those items which, either individually or in the aggregate, would not have (to materially impair the ability of such Requisite Shareholder to perform its obligations hereunder or be reasonably expected to have) a Partnership Material Adverse Effect; andconsummate the transactions contemplated hereby. (b) no No consent, approval, license, Permit, order or authorization of of, or registration, declaration or filing with, any Governmental Authority or any other Person person is required by or with respect to be obtained or made by the Partnership Parties such Requisite Shareholder in connection with the execution, delivery, execution and performance delivery of this Agreement and the Partnership Ancillary Documents or the consummation by such Requisite Shareholder of the transactions contemplated hereby hereby. If such Requisite Shareholder is a natural person, no consent of such Requisite Shareholder’s spouse is necessary under any “community property” or thereby, except (i) as have been waived or obtained or with respect other Laws in order for such Requisite Shareholder to which the time for asserting such right has expired or (ii) for those that individually or in the aggregate, would not have a Partnership Material Adverse Effect (including such consents, approvals, orders or Permits that are not customarily obtained prior to the Closing enter into and are reasonably expected to be obtained in the ordinary course of business consistent with past practices following the Closing)perform its obligations under this Agreement.

No Conflict; Consents. Except as set forth in Disclosure Schedule 4.3: (a) Subject to the consent, approval, license, permit, order, authorization, filings and notices referred to in Section 3.3(b) and receipt of the WPZ Vote, the execution, delivery and performance of this Agreement by each of the Partnership WPZ Parties does not, and the execution, delivery and performance by the Partnership Parties of any of the Partnership Ancillary Documents will not, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not, (i) contravene, violate, conflict with any of, result in any breach of, or require the consent of any Person under, the terms, conditions or provisions of the certificate of limited partnership, certificate of formation, limited liability company agreement, agreement of limited partnership or other equivalent governing instruments Governing Documents of any Partnership Partyof the WPZ Parties; (ii) contravene, conflict with or violate any provision of any Law applicable to any Partnership PartyLaws; (iii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, or result in the suspension, termination or cancellation of, or in a right of suspension, termination or cancellation of, any indenture, deed of trust, mortgage, debenture, note, agreement, contract, commitment, license, concession, Permitpermit, lease, joint venture venture, obligation or other agreement or instrument to which any of the Partnership Parties WPZ Group Entities is a party or by which either any of them is bound the WPZ Group Entities or to which any of their property is subjectassets are bound; or (iv) result in the creation of any Lien (other than Permitted Liens) on any of the Partnership Parties’ assetsassets or businesses of any of the WPZ Group Entities under any such indenture, deed of trust, mortgage, debenture, note, agreement, contract, commitment, license, concession, permit lease, joint venture, obligation or other instrument, except in the case of clauses (ii), (iii) or and (iv), for those items whichthat would not, individually or in the aggregate, would not have (or be reasonably expected to have) a Partnership WPZ Material Adverse Effect; and. (b) no No consent, approval, license, Permitpermit, order or authorization of of, or any filing with or notice to, any Governmental Authority or other Person Entity is required to be obtained or made by any of the Partnership Parties WPZ Group Entities in connection with the execution, delivery, and performance of this Agreement and the Partnership Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except (i) as have been waived or obtained or with respect to which the time for asserting such right has expired or expired, (ii) for (A) such filings and reports as may be required pursuant to the applicable requirements of the Securities Act, the Exchange Act, and any other applicable state or federal securities, takeover and “blue sky” Laws, (B) any filings and approvals required under the rules and regulations of the NYSE, or (C) the filing of the Certificate of Merger and the Certificate of GP Merger with the Delaware Secretary of State, or (iii) for those that which would not, individually or in the aggregate, would not have a Partnership WPZ Material Adverse Effect (including such consents, approvals, licenses, permits, orders or Permits authorizations 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 Conflict; Consents. Except as set forth in Disclosure Schedule 4.3: (a) the execution, The execution and delivery and performance of this Agreement by the Partnership Parties such Requisite Shareholder does not, and the execution, delivery and performance by the Partnership Parties of any such Requisite Shareholder of the Partnership Ancillary Documents obligations under this Agreement and the compliance by such Requisite Shareholder with the provisions hereof do not and will not, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not, : (i) violate, conflict with or violate any ofLaw applicable to such Requisite Shareholder, (ii) contravene or conflict with, or result in any violation or breach of, or require the consent any provision of any Person under, the terms, conditions or provisions of the certificate of limited partnershipcharter, certificate of formationincorporation, limited liability company agreement, certificate of formation, articles of association, by-laws, operating agreement of limited partnership or other equivalent similar formation or governing documents and instruments of any Partnership Party; (ii) conflict with such Requisite Shareholder, as applicable, or violate any provision of any Law applicable to any Partnership Party; (iii) conflict with, result in a any breach of, of or constitute a default under (whether or an event that with notice or the lapse of time or both)both would become a default) under, or accelerate give to others any rights of termination, amendment, acceleration or permit the acceleration of the performance required by, or require any consent, authorization or approval undercancellation of, or result in the suspension, termination or cancellation of, or in creation of a right of suspension, termination or cancellation of, any indenture, mortgage, agreement, contract, commitment, license, concession, Permit, lease, joint venture or other agreement or instrument to which Lien on any of the Partnership Parties Company Shares owned by such Requisite Shareholder pursuant to any contract or agreement to which such Requisite Shareholder is a party or by which either of them such Requisite Shareholder is bound or to which any of their property is subject; or (iv) result in the creation of any Lien (other than Permitted Liens) on any of the Partnership Parties’ assetsbound, except in the case of clauses clause (ii), i) or (iii) or (iv)as would not reasonably be expected, for those items which, either individually or in the aggregate, would not have (to materially impair the ability of such Requisite Shareholder to perform its obligations hereunder or be reasonably expected to have) a Partnership Material Adverse Effect; andconsummate the transactions contemplated hereby. (b) no No consent, approval, license, Permit, order or authorization of of, or registration, declaration or filing with, any Governmental Authority or any other Person person is required by or with respect to be obtained or made by the Partnership Parties such Requisite Shareholder in connection with the execution, delivery, execution and performance delivery of this Agreement and the Partnership Ancillary Documents or the consummation by such Requisite Shareholder of the transactions contemplated hereby hereby. If such Requisite Shareholder is a natural person, no consent of such Requisite Shareholder’s spouse is necessary under any “community property” or thereby, except (i) as have been waived or obtained or with respect other Laws in order for such Requisite Shareholder to which the time for asserting such right has expired or (ii) for those that individually or in the aggregate, would not have a Partnership Material Adverse Effect (including such consents, approvals, orders or Permits that are not customarily obtained prior to the Closing enter into and are reasonably expected to be obtained in the ordinary course of business consistent with past practices following the Closing)perform its obligations under this Agreement.

No Conflict; Consents. Except as set forth in Disclosure Schedule 4.3: (a) Subject to the consent, approval, license, permit, order, authorization, filings and notices referred to in Section 4.3(b), the execution, delivery and performance of this Agreement by each of the Partnership Parent Parties does not, and the execution, delivery and performance by the Partnership Parties of any of the Partnership Ancillary Documents will not, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not, (i) contravene, violate, conflict with any of, result in any breach of, or require the consent of any Person under, the terms, conditions or provisions of the certificate of limited partnership, certificate of formation, limited liability company agreement, agreement of limited partnership or other equivalent governing instruments Governing Documents of any Partnership Partyof the Parent Parties; (ii) contravene, conflict with or violate any provision of any Law applicable to any Partnership PartyLaw; (iii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, or result in the suspension, termination or cancellation of, or in a right of suspension, termination or cancellation of, any indenture, deed of trust, mortgage, debenture, note, agreement, contract, commitment, license, concession, Permitpermit, lease, joint venture venture, obligation or other agreement or instrument to which any of the Partnership Parties Parent Group Entities is a party or by which either any of them is bound the Parent Group Entities or to which any of their property is subjectassets are bound; or (iv) result in the creation of any Lien (other than Permitted Liens) on any of the Partnership Parties’ assetsassets or businesses of any of the Parent Group Entities under any such indenture, deed of trust, mortgage, debenture, note, agreement, contract, commitment, license, concession, permit lease, joint venture, obligation or other instrument, except in the case of clauses (ii), (iii) or and (iv), for those items whichthat would not, individually or in the aggregate, would not have (or be reasonably expected to have) a Partnership Parent Material Adverse Effect; and. (b) no No consent, approval, license, Permitpermit, order or authorization of of, or any filing with or notice to, any Governmental Authority or other Person Entity is required to be obtained or made by any of the Partnership Parties Parent Group Entities in connection with the execution, delivery, and performance of this Agreement and the Partnership Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except (i) as have been waived or obtained or with respect to which the time for asserting such right has expired or expired, (ii) for (A) such filings and reports as may be required pursuant to the applicable requirements of the Securities Act, the Exchange Act, and any other applicable U.S. state or federal or non-U.S. securities, takeover and “blue sky” Laws, (B) any filings and approvals required under the rules and regulations of the NYSE, or (C) the filing of the Certificate of Merger or Certificate of Designation with the Office of the Registrar of Corporations of the Republic of the Xxxxxxxx Islands, or (iii) for those that which would not, individually or in the aggregate, would not have a Partnership Parent Material Adverse Effect (including such consents, approvals, licenses, permits, orders or Permits authorizations 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 Conflict; Consents. Except as set forth in Disclosure Schedule 4.3: (a) the This execution, delivery and performance of this Agreement by the Partnership Parties Company does not, and the execution, delivery and performance by the Partnership Parties Company of any each of the Partnership Ancillary Documents Agreements by the Company will not, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not, (i) violate, conflict with any of, result in any breach of, or require the consent of any Person under, the terms, conditions or provisions of the certificate of limited partnership, certificate incorporation or bylaws of formation, limited liability company agreement, agreement of limited partnership or other equivalent governing instruments of any Partnership Partythe Company; (ii) conflict with or violate any provision of any Law law or administrative rule or regulation or any judicial, administrative or arbitration order, award, judgment, writ, injunction or decree applicable to the Company or any Partnership Partyproperty or asset of the Company; (iii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, or result in the suspension, termination or cancellation of, or in a right of suspension, termination or cancellation of, any indenture, mortgage, agreement, contract, commitment, license, concession, Permitpermit, lease, joint venture or other agreement or instrument to which any of the Partnership Parties Company is a party or by which either of them it is bound or to which any of their its property is subject; or (iv) result in the creation of any Lien (other than Permitted Liens) on any of the Partnership Parties’ assets, except in the case of clauses (ii), (iii) or (iviii), for those items which, which individually or in the aggregate, aggregate would not have (or reasonably be reasonably expected to have) have a Partnership Company Material Adverse Effect; and. (b) no No consent, approval, license, Permitpermit, order or authorization of any Governmental Authority or other Person is required to be obtained or made by or with respect to the Partnership Parties Company in connection with the execution, delivery, and performance of this Agreement and the Partnership Ancillary Documents Agreements or the consummation of the transactions contemplated hereby or and thereby, except (i) as have been waived or obtained or with respect to which the time for asserting such right has expired expired, or (ii) for those that which individually or in the aggregate, aggregate would not reasonably be expected to have a Partnership Company Material Adverse Effect (including such consents, approvals, licenses, permits, orders or Permits authorizations 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 Conflict; Consents. Except as set forth in Disclosure Schedule 4.3: (a) the execution, The execution and delivery and performance of this Agreement by the Partnership Parties such Lock-Up Party does not, and the execution, delivery and performance by the Partnership Parties of any such Lock-Up Party of the Partnership Ancillary Documents obligations under this Agreement and the compliance by such Lock-Up Party with any provisions hereof do not and will not, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not, : (i) violateconflict with or violate any Law applicable to such Lock-Up Party, (ii) if such Lock-Up Party is an entity, conflict with or violate the certificate of incorporation or bylaws or any ofequivalent organizational documents of such Lock-Up Party, or (iii) result in any breach of, or require the consent of any Person under, the terms, conditions or provisions of the certificate of limited partnership, certificate of formation, limited liability company agreement, agreement of limited partnership or other equivalent governing instruments of any Partnership Party; (ii) conflict with or violate any provision of any Law applicable to any Partnership Party; (iii) conflict with, result in a breach of, constitute a default under (whether or an event, which with notice or the lapse of time or both), would become a material default) under, or accelerate give to others any rights of termination, amendment, acceleration or permit the acceleration of the performance required by, or require any consent, authorization or approval undercancellation of, or result in the suspensioncreation of a lien on any of the securities of the Company owned by such Lock-Up Party pursuant to any note, termination or cancellation of, or in a right of suspension, termination or cancellation of, any indenturebond, mortgage, agreementindenture, contract, commitmentagreement, lease, license, concessionpermit, Permit, lease, joint venture franchise or other agreement instrument or instrument obligation to which any of the Partnership Parties such Lock-Up Party is a party or by which either of them such Lock-Up Party is bound or to which any of their property is subject; or (iv) result in the creation of any Lien (other than Permitted Liens) on any of the Partnership Parties’ assetsbound, except except, in the case of clauses (iii) and (iii), (iii) or (iv), for those items whichas would not reasonably be expected, individually or in the aggregate, would not have (to materially impair the ability of such Lock-Up Party to perform its obligations hereunder or be reasonably expected to have) a Partnership Material Adverse Effect; andconsummate the transactions contemplated hereby. (b) no The execution and delivery of this Agreement by such Lock-Up Party does not, and the performance of this Agreement by such Lock-Up Party will not, require any consent, approval, licenseauthorization or permit of, Permitor filing or notification to, order or authorization expiration of any waiting period by any Governmental Authority or any other Person is required to be obtained or made by the Partnership Parties in connection with the execution, delivery, and performance of this Agreement and the Partnership Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except (i) as have been waived or obtained or with respect to which the time for asserting such right has expired or (ii) for Lock-Up Party, other than those that individually or set forth as conditions to closing in the aggregate, would not have a Partnership Material Adverse Effect (including such consents, approvals, orders or 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)Business Combination Agreement.

No Conflict; Consents. Except as set forth in Disclosure Schedule 4.3: (a) the execution, The execution and delivery and performance of this Agreement by the Partnership Parties such Lock-Up Party does not, and the execution, delivery and performance by the Partnership Parties of any such Lock-Up Party of the Partnership Ancillary Documents obligations under this Agreement and the compliance by such Lock-Up Party with any provisions hereof do not and will not, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not, : (i) violateconflict with or violate any Law applicable to such Lock-Up Party, (ii) if such Lock-Up Party is an entity, conflict with or violate the certificate of incorporation or bylaws or any ofequivalent Organizational Documents of such Lock-Up Party, or (iii) result in any breach of, or require the consent of any Person under, the terms, conditions or provisions of the certificate of limited partnership, certificate of formation, limited liability company agreement, agreement of limited partnership or other equivalent governing instruments of any Partnership Party; (ii) conflict with or violate any provision of any Law applicable to any Partnership Party; (iii) conflict with, result in a breach of, constitute a default under (whether or an event, which with notice or the lapse of time or both), would become a default) under, or accelerate give to others any rights of termination, amendment, acceleration or permit the acceleration of the performance required by, or require any consent, authorization or approval undercancellation of, or result in the suspensioncreation of a lien on any of the securities of the Company owned by such Lock-Up Party pursuant to any note, termination or cancellation of, or in a right of suspension, termination or cancellation of, any indenturebond, mortgage, agreementindenture, contract, commitmentagreement, lease, license, concessionpermit, Permit, lease, joint venture franchise or other agreement instrument or instrument obligation to which any of the Partnership Parties such Lock-Up Party is a party or by which either of them such Lock-Up Party is bound or to which any of their property is subject; or (iv) result in the creation of any Lien (other than Permitted Liens) on any of the Partnership Parties’ assetsotherwise bound, except except, in the case of clauses (iii) and (iii), (iii) or (iv), for those items whichas would not reasonably be expected, individually or in the aggregate, would not have (to materially impair the ability of such Lock-Up Party to perform its obligations hereunder or be reasonably expected to have) a Partnership Material Adverse Effect; andconsummate the transactions contemplated hereby. (b) no The execution and delivery of this Agreement by such Lock-Up Party does not, and the performance of this Agreement by such Lock-Up Party will not, require any consent, approval, licenseauthorization or permit of, Permitor filing or notification to, order or authorization expiration of any waiting period by any Governmental Authority or Authority, other Person is required than those set forth as conditions to be obtained or made by the Partnership Parties in connection with the execution, delivery, and performance of this Agreement and the Partnership Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except (i) as have been waived or obtained or with respect to which the time for asserting such right has expired or (ii) for those that individually or closing in the aggregate, would not have a Partnership Material Adverse Effect (including such consents, approvals, orders or 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)Business Combination Agreement.

No Conflict; Consents. Except as set forth in Disclosure Schedule 4.3: (a) the The execution, delivery and performance of this Agreement by the Partnership Parties does not, and the execution, delivery and performance by the Partnership Parties of any of the Partnership Ancillary Documents will not, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not, (i) violate, conflict with any of, result in any breach of, or require the consent of any Person under, the terms, conditions or provisions of the certificate of limited partnership, certificate of formation, limited liability company agreement, agreement of limited partnership or other equivalent governing instruments of any Partnership Party; (ii) conflict with or violate any provision of any Law applicable to any Partnership Party; (iii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, or result in the suspension, termination or cancellation of, or in a right of suspension, termination or cancellation of, any indenture, mortgage, agreement, contract, commitment, license, concession, Permit, lease, joint venture or other agreement or instrument to which any of the Partnership Parties is a party or by which either of them is bound or to which any of their property is subject; or (iv) result in the creation of any Lien (other than Permitted Liens) on any of the Partnership Parties’ assets, except in the case of clauses (ii), (iii) or (iv), for those items which, individually or in the aggregate, would not have (or be reasonably expected to have) a Partnership Material Adverse Effect; and. (b) no No consent, approval, license, Permit, order or authorization of any Governmental Authority or other Person is required to be obtained or made by the Partnership Parties in connection with the execution, delivery, and performance of this Agreement and the Partnership Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except (i) as have been waived or obtained or with respect to which the time for asserting such right has expired or (ii) for those that individually or in the aggregate, would not have a Partnership Material Adverse Effect (including such consents, approvals, orders or 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 Conflict; Consents. (a) Except as set forth on Section 3.3(a) of the Disclosure Schedule, the execution and delivery of this Agreement and the Ancillary Agreements to which the Company is a party does not, the performance by each of the Acquired Companies of any of their respective obligations hereunder and thereunder and the consummation of the transactions contemplated hereunder and thereunder (in Disclosure Schedule 4.3:each case, with or without the giving of notice or lapse of time, or both) will not, directly or indirectly, (i) violate or conflict with or result in the breach of the provisions of any of the Organizational Documents of any of the Acquired Companies, (ii) violate, breach, conflict with or constitute a default, an event of default, or an event creating any additional rights (including rights of amendment, impairment, modification, suspension, revocation, acceleration, termination or cancellation), impose additional obligations or result in a loss of any rights, or require a Consent or the delivery of notice, under (A) any Applicable Contract, or (B) any Legal Requirement or Permit applicable to any Acquired Company or to which any Acquired Company is a party or a beneficiary or otherwise subject, or in respect of any Company Intellectual Property, or (iii) result in the creation of any Lien upon any asset owned or used by any Acquired Company. (ab) Except as set forth on Section 3.3(b) of the Disclosure Schedule, other than as required under the HSR Act, no Permit or Order of, with, or to any Person or Consent or notice of or to any Person under any Material Contract is required by any Acquired Company in connection with the execution, delivery and performance of this Agreement by the Partnership Parties does not, and the execution, delivery and performance by the Partnership Parties of any of the Partnership Ancillary Documents will not, and the fulfillment and compliance with the terms and conditions hereof and thereof Agreements and the consummation of the transactions contemplated hereby and thereby will notor for any Material Contract to remain in full force and effect without limitation, (i) violate, conflict with any of, result in any breach of, modification or require alteration after the consent of any Person under, the terms, conditions or provisions of the certificate of limited partnership, certificate of formation, limited liability company agreement, agreement of limited partnership or other equivalent governing instruments of any Partnership Party; (ii) conflict with or violate any provision of any Law applicable Effective Time so as to any Partnership Party; (iii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, or result in the suspension, termination or cancellation of, or in a right of suspension, termination or cancellation of, any indenture, mortgage, agreement, contract, commitment, license, concession, Permit, lease, joint venture or other agreement or instrument to which any of the Partnership Parties is a party or by which either of them is bound or to which any of their property is subject; or (iv) result in the creation of any Lien (other than Permitted Liens) on any of the Partnership Parties’ assets, except in the case of clauses (ii), (iii) or (iv), for those items which, individually or in the aggregate, would not have (or be reasonably expected to have) a Partnership Material Adverse Effect; and (b) no consent, approval, license, Permit, order or authorization of any Governmental Authority or other Person is required to be obtained or made by the Partnership Parties in connection with the execution, delivery, preserve all rights and performance of this Agreement and the Partnership Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except (i) as have been waived or obtained or with respect to which the time for asserting such right has expired or (ii) for those that individually or in the aggregate, would not have a Partnership Material Adverse Effect (including such consents, approvals, orders or Permits that are not customarily obtained prior benefits to the Closing Company and are reasonably expected to be obtained in its Subsidiaries under such Material Contracts from and after the ordinary course of business consistent with past practices following the Closing)Effective Time.

No Conflict; Consents. Except as set forth The execution and delivery by Parent and Merger Subs of this Agreement, and the consummation by Parent and Merger Subs of the transactions in Disclosure Schedule 4.3: accordance with the terms hereof, do not (a) the execution, delivery and performance of this Agreement by the Partnership Parties does not, and the execution, delivery and performance by the Partnership Parties of violate or conflict with any of the Partnership Ancillary Documents will notrespective charters, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation operating agreement or by-laws of the transactions contemplated hereby and thereby will notParent or Merger Subs, (ib) violate, conflict with any of, result in any breach of, or require the consent of any Person under, the terms, conditions or provisions of the certificate of limited partnership, certificate of formation, limited liability company agreement, agreement of limited partnership or other equivalent governing instruments of any Partnership Party; (ii) conflict with or violate any provision of any Law applicable to any Partnership Party; (iii) conflict with, result in a breach of, constitute a default under (whether with notice or after the giving of notice, lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval ) under, or result in the suspension, termination or cancellation of, or in give rise to a right of suspensiontermination, termination amendment, prepayment, additional or increased payments, acceleration or cancellation of, any indentureContract, mortgagepermit, agreement, contract, commitment, license, concession, Permit, lease, joint venture authorization or other agreement or instrument obligation to which Parent or any of the Partnership Parties its Subsidiaries is a party or by which either Parent or any of them is bound its Subsidiaries or to which any of their property is subject; respective assets are bound, (c) violate or (iv) result in a violation of, or conflict with, or constitute a default (whether after the creation giving of notice, lapse of time or both) under, any provision of any Lien (Law, Regulation, or any Order of, or any restriction imposed by, any Court or other than Permitted Liens) on Governmental Authority applicable to, binding upon or enforceable against, Parent or any of the Partnership Parties’ assetsits Subsidiaries, except in the case of clauses (ii), ) and (iii) of this Section 7.5, such conflicts, defaults, violations, terminations or (iv), for those items whichbreaches that would not reasonably be expected to have, individually or in the aggregate, would not have (or be reasonably expected to have) a Partnership Parent Material Adverse Effect; and (b) no consent. The execution and delivery by Parent and Merger Subs of this Agreement, approvaland the consummation by Parent and Merger Subs of the transactions in accordance with the terms hereof, licensedo not require from Parent or any of the Merger Subs any notice to, Permitdeclaration or filing with, order or authorization consent or approval of any Governmental Authority or other Person is required to be obtained or made by the Partnership Parties in connection with the execution, delivery, and performance of this Agreement and the Partnership Ancillary Documents or the consummation of the transactions contemplated hereby or therebythird party, except for (i) as have been waived or obtained or with respect to which the time for asserting such right has expired or Merger Sub Consents, (ii) for those that the filing of a pre-merger notification and report from by Parent under the HSR Act, and the expiration or termination of applicable waiting periods thereunder, and (iii) such other consents, approvals, notices, declaration or filings, which if not obtained or made, would not reasonably be expected to have, individually or in the aggregate, would not have a Partnership Parent Material Adverse Effect (including such consents, approvals, orders or 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)Effect.

No Conflict; Consents. Except as set forth in Disclosure Schedule 4.3: (a) Neither the execution and delivery of this Agreement by such Stockholder nor the consummation of the transactions contemplated hereby will (i) if such Stockholder is not an individual, result in a violation or breach of or conflict with the certificate or articles of incorporation or bylaws or other similar organizational documents of such Stockholder, (ii) result in a violation or breach of or conflict with any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, or result in a right of termination, cancellation or acceleration of any obligations or to the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets owned or operated by such Stockholder, or right of rescission under any of the terms, conditions or provisions of any Contract to which such Stockholder is a party or by which such Stockholder or any of its properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 2.2(b) below, violate any Judgment or any Law applicable to such Stockholder or any of its Subject Shares, other than any such event described in items (ii) or (iii) which, would not reasonably be expected, either individually or in the aggregate, to prevent, impair, impede, delay or frustrate the ability of such Stockholder to perform such Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. (b) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary to be obtained or made by such Stockholder in connection with the execution, delivery and performance of this Agreement by the Partnership Parties does not, and the execution, delivery and performance by the Partnership Parties of any of the Partnership Ancillary Documents will not, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not, (i) violate, conflict with any of, result in any breach of, or require the consent of any Person under, the terms, conditions or provisions of the certificate of limited partnership, certificate of formation, limited liability company agreement, agreement of limited partnership or other equivalent governing instruments of any Partnership Party; (ii) conflict with or violate any provision of any Law applicable to any Partnership Party; (iii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, or result in the suspension, termination or cancellation of, or in a right of suspension, termination or cancellation of, any indenture, mortgage, agreement, contract, commitment, license, concession, Permit, lease, joint venture or other agreement or instrument to which any of the Partnership Parties is a party or by which either of them is bound or to which any of their property is subject; or (iv) result in the creation of any Lien (other than Permitted Liens) on any of the Partnership Parties’ assets, except in the case of clauses (ii), (iii) or (iv), for those items which, individually or in the aggregate, would not have (or be reasonably expected to have) a Partnership Material Adverse Effect; and (b) no consent, approval, license, Permit, order or authorization of any Governmental Authority or other Person is required to be obtained or made by the Partnership Parties in connection with the execution, delivery, and performance of this Agreement and the Partnership Ancillary Documents or the consummation of the transactions contemplated hereby or therebyhereby, except (ifor the filing of such reports as may be required under Section 13(d) as have been waived and Section 16 of the Exchange Act or obtained or the HSR Act in connection with respect to which this Agreement and the time for asserting such right has expired or (ii) for those that individually or in the aggregate, would not have a Partnership Material Adverse Effect (including such consents, approvals, orders or 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)transactions contemplated hereby.

No Conflict; Consents. Except as set forth in Disclosure Schedule 4.3: (a) the execution, The execution and delivery and performance of this Agreement by the Partnership Parties does such Shareholder do not, and the execution, delivery and performance by the Partnership Parties of any such Shareholder of the Partnership Ancillary Documents will not, obligations under this Agreement and the fulfillment compliance by such Shareholder with any provisions hereof do not and compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not, (i) violate, conflict with or violate any oflaw, result in any breach ofstatute, rule, regulation, order, writ, judgment or require decree applicable to such Shareholder or the consent of any Person underShares, the terms, conditions or provisions of the certificate of limited partnership, certificate of formation, limited liability company agreement, agreement of limited partnership or other equivalent governing instruments of any Partnership Party; (ii) conflict with or violate such Shareholder's charter, bylaws, partnership agreement or other organizational documents, if applicable, (iii) conflict with or result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or actual or potential loss of any benefit under, any provision of any Law applicable to any Partnership Party; (iii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, or result in the suspension, termination or cancellation of, or in a right of suspension, termination or cancellation of, any indenture, mortgage, agreement, contract, commitment, license, concession, Permit, lease, joint venture instrument or other agreement or instrument obligation to which any of the Partnership Parties such Shareholder or such Shareholder's spouse is a party or by which either of them is bound or to which any of their property is subject; such Shareholder's properties or such Shareholder's spouse's properties are bound, or give to others any rights of termination, amendment, acceleration or cancellation of, (iv) result in the creation or imposition of any Lien (other than Permitted Liens) a lien, encumbrance, or mortgage on any of the Partnership Parties’ assetsShares pursuant to, except in any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Shareholder is a party or by which such Shareholder or the case of clauses (ii)Shares are bound, (iii) or (iv)v) require the consent, for those items whichauthorization, individually permit, notification or in approval of or filing with any third party, including but not limited to governmental or regulatory authorities. No other person or entity has or will have any right directly or indirectly to vote or control or affect the aggregate, would not have (or be reasonably expected to have) a Partnership Material Adverse Effect; andvoting of such Shareholder's Shares. (b) no The execution and delivery of this Agreement by such Shareholder does not, and the performance of this Agreement by such Shareholder will not, require any consent, approval, licenseauthorization, Permitpermit, order or authorization filing, with or notification to, any governmental or regulatory authority by such Shareholder except for filings, if any, required under the HSR Act or applicable requirements, if any, of any Governmental Authority or other Person is required to be obtained or made by the Partnership Parties in connection with the execution, deliveryExchange Act, and performance of this Agreement and except where the Partnership Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except (i) as have been waived or obtained or with respect failure to which the time for asserting such right has expired or (ii) for those that individually or in the aggregate, would not have a Partnership Material Adverse Effect (including obtain such consents, approvals, orders authorizations or Permits that are permits, or to make such filings or notifications, would not customarily obtained prior to the Closing and are reasonably be expected to be obtained prevent or delay the performance by such Shareholder of his, her or its obligations under this Agreement in the ordinary course of business consistent with past practices following the Closing)any material respect.

No Conflict; Consents. Except Neither the execution and delivery of this Agreement or the Ancillary Agreements to which the Seller, PPPI or the Shareholders are a party nor the consummation or performance of any of the transactions or obligations contemplated hereunder or thereunder by the Seller, PPPI or the Shareholders will (a) contravene, conflict with, or result in a violation of or default under any provision of the Organizational Documents of the Seller or PPPI; (b) contravene, conflict with, or result in a violation of or default under any Legal Requirement or any Order to which the Seller, PPPI or the Shareholders are subject or give any Governmental Body or other Person the right to challenge any of the transactions contemplated by this Agreement or the Ancillary Agreements or to exercise any remedy, obtain any relief under or revoke or otherwise modify any rights held under, any such Legal Requirement or Order; or (c) except as set forth on Schedule 3.2, violate or conflict with, or result in Disclosure Schedule 4.3: a default or an event of default under, or give any Person the right to exercise any remedy or impose any additional obligation under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, any Material Contract (ax) to which the Seller or PPPI is a party, (y) by which the Seller, PPPI or any of their respective assets is bound or (z) of which the Seller or PPPI is a beneficiary, or result in the imposition or creation of any Lien upon or with respect to any of the assets owned, used, leased or licensed by the Seller or PPPI. No action, consent, approval, order or authorization of, registration, declaration or filing with, or notice to, any Governmental Body is required to be obtained or made by the Seller or PPPI in connection with the execution, delivery and performance of this Agreement and the Ancillary Agreements to which either the Seller or PPPI is a party or the consummation by the Partnership Parties does not, and the execution, delivery and performance by the Partnership Parties Seller or PPPI of any of the Partnership Ancillary Documents will not, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not, (i) violate, conflict with any of, result in any breach of, or require the consent of any Person under, the terms, conditions or provisions of the certificate of limited partnership, certificate of formation, limited liability company agreement, agreement of limited partnership or other equivalent governing instruments of any Partnership Party; (ii) conflict with or violate any provision of any Law applicable to any Partnership Party; (iii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, or result in the suspension, termination or cancellation of, or in a right of suspension, termination or cancellation of, any indenture, mortgage, agreement, contract, commitment, license, concession, Permit, lease, joint venture or other agreement or instrument to which any of the Partnership Parties is a party or by which either of them is bound or to which any of their property is subject; or (iv) result in the creation of any Lien (other than Permitted Liens) on any of the Partnership Parties’ assets, except in the case of clauses (ii), (iii) or (iv), for those items which, individually or in the aggregate, would not have (or be reasonably expected to have) a Partnership Material Adverse Effect; and (b) no consent, approval, license, Permit, order or authorization of any Governmental Authority or other Person is required to be obtained or made by the Partnership Parties in connection with the execution, delivery, and performance of this Agreement and the Partnership Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except (i) as have been waived or obtained or with respect to which the time for asserting such right has expired or (ii) for those that individually or in the aggregate, would not have a Partnership Material Adverse Effect (including such consents, approvals, orders or 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)hereby.

No Conflict; Consents. Except as (a) Assuming the truth and accuracy of the representations and warranties set forth in Disclosure Schedule 4.3: (a) Sections 3.2 and 3.3, the execution, execution and delivery and performance of this Agreement and the other Transaction Documents by the Partnership IASIS Parties does not, and the execution, delivery and performance by the Partnership IASIS Parties of any of the Partnership Ancillary Documents will not, this Agreement and the fulfillment and compliance with the terms and conditions hereof and thereof other Transaction Documents and the consummation of the transactions contemplated hereby and thereby will not, require any IASIS Party to obtain any material consent, approval, waiver, authorization, Permit or Insurance License of, or to make any material filing or registration with or notification to (i“Consents”), any Governmental Body, except as set forth in Schedule 2.5(a). (b) violateAssuming receipt of all approvals, authorizations, consents or waiting period expirations or terminations related to the required Consents described in Section 2.5(a), the execution and delivery of this Agreement and the other Transaction Documents by the IASIS Parties do not, and the performance of this Agreement and the other Transaction Documents by the IASIS Parties and the consummation of the transactions contemplated hereby and thereby will not, conflict with any ofor violate, result in any breach of, or require the consent constitute a default (or an event that with notice or lapse of any Person under, the terms, conditions time or provisions of the certificate of limited partnership, certificate of formation, limited liability company agreement, agreement of limited partnership or other equivalent governing instruments of any Partnership Party; (ii) conflict with or violate any provision of any Law applicable to any Partnership Party; (iii) conflict withboth would constitute a default), result in a breach of, constitute a default under loss of rights or creation of any Encumbrances (whether with notice other than Permitted Encumbrances) on the Owned Real Property or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval trigger new obligations under, or result in the give to others any right of termination, amendment, modification, suspension, termination revocation, acceleration or cancellation of, or require any payment or Consent under any provision, or otherwise change (whether automatically or by the election of a party thereto) any terms or conditions in a right effect prior to the execution and delivery of suspensionthis Agreement or the Transaction Documents or consummation of the Transactions, termination pursuant to (i) the certificate of incorporation or cancellation of, any indenture, mortgage, agreement, contract, commitment, license, concession, Permit, lease, joint venture by-laws or other agreement comparable organizational documents, in each case as currently in effect, of IASIS or instrument any Seller, (ii) any Orders or Laws applicable to IASIS or any Seller or by or to which any of the Partnership Parties Owned Real Property is bound or subject, or (iii) any Material Contract, Permit or Insurance License to which IASIS or any Seller is a party or by or to which either of them the Owned Real Property is bound or to which any of their property is subject; or (iv) result in the creation of any Lien (other than Permitted Liens) on any of the Partnership Parties’ assets, except (x) as set forth on Schedule 2.5(b), and (y) in the case of clauses (ii), ) and (iii) or (iv)above, for those items whichsuch conflicts, violations, breaches, defaults, rights or failure to receive any such Consents that would not individually or in the aggregate, would not have (aggregate be material to IASIS or be reasonably expected to have) a Partnership Material Adverse Effect; and (b) no consent, approval, license, Permit, order or authorization of any Governmental Authority or other Person is required to be obtained or made by the Partnership Parties in connection with the execution, delivery, and performance of this Agreement and the Partnership Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except (i) as have been waived or obtained or with respect to which the time for asserting such right has expired or (ii) for those that individually or in the aggregate, would not have a Partnership Material Adverse Effect (including such consents, approvals, orders or 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)Seller.

No Conflict; Consents. Except as (a) Subject to compliance with the requirements and receipt of the approvals and consents set forth in Section 3.5 of the Disclosure Schedule 4.3: (a) the executionSchedule, delivery and performance of this Agreement by the Partnership Parties does not, and the execution, delivery and performance by the Partnership Parties Company of this Agreement and any of the Partnership Ancillary Documents will notTransaction Documents, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not, (i) violate, not conflict with any of, or result in any breach of, violation of or require the consent of any Person under, the terms, conditions or provisions of the certificate of limited partnership, certificate of formation, limited liability company agreement, agreement of limited partnership or other equivalent governing instruments of any Partnership Party; (ii) conflict with or violate any provision of any Law applicable to any Partnership Party; (iii) conflict with, result in a breach of, constitute a default under (whether with or without notice or the lapse of time time, or both)) or give rise to a right of termination, cancellation, modification or accelerate or permit the acceleration of the performance required by, any obligation or loss of any benefit under or require any consent, authorization approval, authorization, permit, notice or approval underfiling pursuant to (i) any provision of the Charter Documents of the Company or the equivalent organizational documents of any of the Company’s Subsidiaries, (ii) any Governmental Requirement applicable to the Company or by which any of its material properties is bound or affected, (iii) any Material Contract or material Lease, or (iv) any material judgment, order, decree, statute, law, ordinance, rule or regulation applicable to any member of the Company Group or any of its properties or assets. The execution and delivery by the Company of this Agreement, and any Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, will not result in the creation of any Lien on any of the properties or assets of the Company or its Subsidiaries other than Permitted Liens. (b) Subject to compliance with the requirements and receipt of the approvals and consents set forth in Section 3.5 of the Disclosure Schedule, the consummation of an Acquisition Transaction (with references to 15% in the definition thereof being deemed to be replaced with references to 50%) will not (i) conflict with or result in the suspension, termination any violation of or cancellation ofdefault under (with or without notice or lapse of time, or in both) or give rise to a right of suspensiontermination, termination cancellation, modification or cancellation ofacceleration of any obligation or loss of any benefit under or require any consent, approval, authorization, permit, notice or filing pursuant to (A) any indentureprovision of the Charter Documents of the Company or the equivalent organizational documents of any of the Company’s Subsidiaries, mortgage, agreement, contract, commitment, license, concession, Permit, lease, joint venture (B) any Governmental Requirement applicable to the Company or other agreement or instrument to by which any of the Partnership Parties is a party or by which either of them its material properties is bound or affected, (C) any Material Contract, material Lease, Company Employee Plan, Employment Agreement, Insurance Policy or (D) any material judgment, order, decree, statute, law, ordinance, rule or regulation applicable to which any member of the Company Group or any of their property is subjectits properties or assets; or (ivii) result in the creation of any Lien (on any of the properties or assets of the Company or its Subsidiaries other than Permitted Liens) on any of the Partnership Parties’ assets, except in the case of clauses (ii), ; (iii) result in or give rise to an obligation of the Company or its Subsidiaries to grant, extend, accelerate the vesting or payment of, change the price of, otherwise amend the terms of, any options, warrants, calls, rights, convertible securities or other rights to acquire from the member of the Company Group; and (iv)) impair in any material respect the right, title or interest of the Company or any of its Subsidiaries in or to the Company Intellectual Property or the Company Systems or result in any Company Intellectual Property or the Company Systems not being exclusively owned or available for those items which, individually or in the aggregate, would not have (or be reasonably expected to have) a Partnership Material Adverse Effect; and (b) no consent, approval, license, Permit, order or authorization of any Governmental Authority or other Person is required to be obtained or made use by the Partnership Parties in connection with Company and its Subsidiaries on terms and conditions substantially similar to those under which the execution, delivery, Company and performance of this Agreement its Subsidiaries owned or used the Company Intellectual Property and the Partnership Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except (i) as have been waived or obtained or with respect to which the time for asserting such right has expired or (ii) for those that individually or in the aggregate, would not have a Partnership Material Adverse Effect (including such consents, approvals, orders or Permits that are not customarily obtained Company Systems immediately 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 Conflict; Consents. Except as set forth in Disclosure Schedule 4.3: (a) the The execution, delivery and performance of this Agreement by the Partnership Parties OMP and OMP Operating does not, and the execution, delivery and performance by the Partnership Parties of any of the Partnership Ancillary Documents will not, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not, (i) violate, conflict with any ofwith, result in any breach of, of or require the consent of any Person under, under any of the terms, conditions or provisions of the certificate Organizational Documents of limited partnership, certificate of formation, limited liability company agreement, agreement of limited partnership OMP or other equivalent governing instruments of any Partnership PartyOMP Operating; (ii) conflict with or violate any provision of any Law law or administrative rule or regulation or any judicial, administrative or arbitration order, award, judgment, writ, injunction or decree applicable to OMP, OMP Operating or any Partnership Partyproperty or asset of OMP or OMP Operating; (iii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, or result in the suspension, termination or cancellation of, or in a right of suspension, termination or cancellation of, any indenture, mortgage, agreement, contract, commitment, license, concession, Permitpermit, lease, joint venture or other agreement or instrument to which any of the Partnership Parties OMP or OMP Operating is a party or by which either of them it is bound or to which any of their its property is subject; or (iv) result in the creation of any Lien (other than Permitted Liens) on any of the Partnership Parties’ assets, except in the case of clauses (ii), ) and (iii) or (iv), for those items whichthat, individually or in the aggregate, would not have (or reasonably be reasonably expected to have) a Partnership Material Adverse Effect; andaffect the ability of any of OMP or OMP Operating to perform its obligations under this Agreement or to consummate the transactions contemplated hereby. (b) no No Governmental Approval or consent, approval, license, Permitpermit, order order, waiver or authorization of of, or registration, declaration or filing with, any Governmental Authority or other Person is required to be obtained or made by the Partnership Parties or with respect to OMP or OMP Operating in connection with the execution, delivery, delivery and performance of this Agreement and the Partnership Ancillary Documents or the consummation of the transactions contemplated hereby or therebyhereby, except (i) as have been waived or obtained or with respect to which the time for asserting such right has expired or (ii) for those that individually or in the aggregate, aggregate would not have a Partnership Material Adverse Effect reasonably be expected to affect the ability of any of OMP or OMP Operating to perform its obligations under this Agreement or to consummate the transactions contemplated hereby (including such consents, approvals, licenses, permits, orders or Permits authorizations 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 Conflict; Consents. Except as set forth in Disclosure Schedule 4.3: (a) the The execution, delivery and performance of this Agreement by the Partnership Parties does not, and the execution, delivery and performance other Transaction Documents to which SHLX is a party by the Partnership Parties of any of the Partnership Ancillary Documents will SHLX does not, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not, (i) violate, conflict with any ofwith, result in any breach of, or require the consent of any Person under, any of the terms, conditions or provisions of the certificate organizational documents of limited partnership, certificate of formation, limited liability company agreement, agreement of limited partnership or other equivalent governing instruments of any Partnership PartySHLX; (ii) conflict with or violate any provision of any Law law or administrative rule or regulation or any judicial, administrative or arbitration order, award, judgment, writ, injunction or decree applicable to SHLX or any Partnership Partyproperty or asset of SHLX; (iii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, or result in the suspension, termination or cancellation of, or in a right of suspension, termination or cancellation of, any indenture, mortgage, agreement, contract, commitment, right of way, license, concession, Permitpermit, lease, joint venture or other agreement or instrument to which any of the Partnership Parties SHLX is a party or by which either of them it is bound or to which any of their SHLX’s property is subject; or (iv) result in the creation of any Lien (other than Permitted Liens) on any of the Partnership Parties’ assets, except in the case of clauses (ii), ) and (iii) or (iv), for those items which, individually or in the aggregate, would not have (or reasonably be reasonably expected to have) affect the ability of SHLX to perform its obligations under this Agreement and the other Transaction Documents to which SHLX is a Partnership Material Adverse Effect; andparty or to consummate the transactions contemplated hereby or thereby. (b) no No consent, approval, license, Permitpermit, order or authorization of any Governmental Authority or other Person is required to be obtained or made by the Partnership Parties or with respect to SHLX in connection with the execution, delivery, and performance of this Agreement and or the Partnership Ancillary other Transaction Documents to which SHLX is a party or the consummation of the transactions contemplated hereby or and thereby, except (i) as have been waived or obtained or with respect to which the time for asserting such right has expired or (ii) for those that which individually or in the aggregate, aggregate would not have reasonably be expected to affect the ability of SHLX to perform its obligations under this Agreement and the other Transaction Documents to which SHLX is a Partnership Material Adverse Effect party or to consummate the transactions contemplated hereby or thereby (including such consents, approvals, licenses, permits, orders or Permits authorizations 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 Conflict; Consents. Except as set forth in Disclosure Schedule 4.3: (a) Subject to the consent, approval, license, permit, order, authorization, filings and notices referred to in Section 3.3(b) and receipt of the WPZ Vote, the execution, delivery and performance of this Agreement by each of the Partnership WPZ Parties does not, and the execution, delivery and performance by the Partnership Parties of any of the Partnership Ancillary Documents will not, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not, (i) contravene, violate, conflict with any of, result in any breach of, or require the consent of any Person under, the terms, conditions or provisions of the certificate of limited partnership, certificate of formation, limited liability company agreement, agreement of limited partnership or other equivalent governing instruments Governing Documents of any Partnership Partyof the WPZ Parties; (ii) contravene, conflict with or violate any provision of any Law applicable to any Partnership PartyLaws; (iii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, or result in the suspension, termination or cancellation of, or in a right of suspension, termination or cancellation of, any indenture, deed of trust, mortgage, debenture, note, agreement, contract, commitment, license, concession, Permitpermit, lease, joint venture venture, obligation or other agreement or instrument to which any of the Partnership Parties WPZ Group Entities is a party or by which either any of them is bound the WPZ Group Entities or to which any of their property is subjectassets are bound; or (iv) result in the creation of any Lien (other than Permitted Liens) on any of the Partnership Parties’ assetsassets or businesses of any of the WPZ Group Entities under any such indenture, deed of trust, mortgage, debenture, note, agreement, contract, commitment, license, concession, permit lease, joint venture, obligation or other instrument, except in the case of clauses (ii), (iii) or and (iv), for those items whichthat would not, individually or in the aggregate, would not have (or be reasonably expected to have) a Partnership WPZ Material Adverse Effect; and. (b) no No consent, approval, license, Permitpermit, order or authorization of of, or any filing with or notice to, any Governmental Authority or other Person Entity is required to be obtained or made by any of the Partnership Parties WPZ Group Entities in connection with the execution, delivery, and performance of this Agreement and the Partnership Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except (i) as have been waived or obtained or with respect to which the time for asserting such right has expired or expired, (ii) for (A) such filings and reports as may be required pursuant to the applicable requirements of the Securities Act, the Exchange Act, and any other applicable state or federal securities, takeover and “blue sky” Laws, (B) any filings and approvals required under the rules and regulations of the NYSE, or (C) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or (iii) for those that which would not, individually or in the aggregate, would not have a Partnership WPZ Material Adverse Effect (including such consents, approvals, licenses, permits, orders or Permits authorizations 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 Conflict; Consents. Except as set forth in Disclosure Schedule 4.3: (a) Subject to the consent, approval, license, permit, order, authorization, filings and notices referred to in Section 3.3(b) and receipt of the MLP Vote, the execution, delivery and performance of this Agreement by each of the Partnership MLP Parties does not, and the execution, delivery and performance by the Partnership Parties of any of the Partnership Ancillary Documents will not, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not, (i) contravene, violate, conflict with any of, result in any breach of, or require the consent of any Person under, the terms, conditions or provisions of the certificate of limited partnership, certificate of formation, limited liability company agreement, agreement of limited partnership or other equivalent governing instruments Governing Documents of any Partnership Partyof the MLP Group Entities; (ii) contravene, conflict with or violate any provision of any Law applicable to any Partnership PartyLaws; (iii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, or result in the suspension, termination or cancellation of, or in a right of suspension, termination or cancellation of, any indenture, deed of trust, mortgage, debenture, note, agreement, contract, commitment, license, concession, Permitpermit, lease, joint venture venture, obligation or other agreement or instrument to which any of the Partnership Parties MLP Group Entities is a party or by which either of them is bound or to which any of their property is subjectthe MLP Group Entities or any of its assets are bound; or (iv) result in the creation of any Lien (other than Permitted Liens) on any of the Partnership Parties’ assetsassets or businesses of any of the MLP Group Entities under any such indenture, deed of trust, mortgage, debenture, note, agreement, contract, commitment, license, concession, permit lease, joint venture, obligation or other instrument, except in the case of clauses (ii), (iii) or and (iv), for those items whichthat would not, individually or in the aggregate, would not have (or be reasonably expected to have) a Partnership an MLP Material Adverse Effect; and. (b) no No consent, approval, license, Permitpermit, order or authorization of of, or any filing with or notice to, any Governmental Authority or other Person Entity is required to be obtained or made by any of the Partnership Parties MLP Group Entities in connection with the execution, delivery, and performance of this Agreement and the Partnership Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except (i) as have been waived or obtained or with respect to which the time for asserting such right has expired or expired, (ii) for (A) such filings and reports as may be required pursuant to the applicable requirements of the Securities Act, the Exchange Act, and any other applicable state or federal securities, takeover and “blue sky” Laws, (B) any filings and approvals required under the rules and regulations of the NYSE, or (C) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or (iii) for those that which would not, individually or in the aggregate, would not have a Partnership an MLP Material Adverse Effect (including such consents, approvals, licenses, permits, orders or Permits authorizations 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 Conflict; Consents. Except as set forth in Disclosure Schedule 4.3: (a) Subject to the consent, approval, license, permit, order, authorization, filings and notices referred to in Section 4.3(b), the execution, delivery and performance of this Agreement by each of the Partnership Parent Parties does not, and the execution, delivery and performance by the Partnership Parties of any of the Partnership Ancillary Documents will not, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not, (i) contravene, violate, conflict with any of, result in any breach of, or require the consent of any Person under, the terms, conditions or provisions of the certificate of limited partnership, certificate of formation, limited liability company agreement, agreement of limited partnership or other equivalent governing instruments Governing Documents of any Partnership Partyof the Parent Parties; (ii) contravene, conflict with or violate any provision of any Law applicable to any Partnership PartyLaw; (iii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, or result in the suspension, termination or cancellation of, or in a right of suspension, termination or cancellation of, any indenture, deed of trust, mortgage, debenture, note, agreement, contract, commitment, license, concession, Permitpermit, lease, joint venture venture, obligation or other agreement or instrument to which any of the Partnership Parties Parent Group Entities is a party or by which either any of them is bound the Parent Group Entities or to which any of their property is subject; assets are bound; or (iv) result in the creation of any Lien (other than Permitted Liens) on any of the Partnership Parties’ assetsassets or businesses of any of the Parent Group Entities under any such indenture, deed of trust, mortgage, debenture, note, agreement, contract, commitment, license, concession, permit lease, joint venture, obligation or other instrument, except in the case of clauses (ii), (iii) or and (iv), for those items whichthat would not, individually or in the aggregate, would not have (or be reasonably expected to have) a Partnership Parent Material Adverse Effect; and. (b) no No consent, approval, license, Permitpermit, order or authorization of of, or any filing with or notice to, any Governmental Authority or other Person Entity is required to be obtained or made by any of the Partnership Parties Parent Group Entities in connection with the execution, delivery, and performance of this Agreement and the Partnership Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except (i) as have been waived or obtained or with respect to which the time for asserting such right has expired or expired, (ii) for (A) such filings and reports as may be required pursuant to the applicable requirements of the Securities Act, the Exchange Act, and any other applicable U.S. state or federal or non-U.S. securities, takeover and “blue sky” Laws, (B) any filings and approvals required under the rules and regulations of the NYSE or NASDAQ, as applicable, or (C) the filing of the Certificate of Merger with the Office of the Registrar of Corporations of the Republic of the Xxxxxxxx Islands, or (iii) for those that which would not, individually or in the aggregate, would not have a Partnership Parent Material Adverse Effect (including such consents, approvals, licenses, permits, orders or Permits authorizations 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 Conflict; Consents. Except as set forth in Disclosure Schedule 4.3: (a) Except for such filings as may be required under the executionHSR Act, delivery and performance of this Agreement by the Partnership Parties does not, and the execution, delivery and performance hereof by the Partnership Parties of any of the Partnership Ancillary Documents will Buyer does not, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not, (i) violate, conflict with any of, result in any breach of, or require the consent of any Person under, the terms, conditions or provisions of the certificate of limited partnership, certificate of formation, limited liability company agreement, agreement of limited partnership charter documents or other equivalent governing instruments of any Partnership PartyBuyer; (ii) conflict with or violate any provision of any Law law or administrative rule or regulation or any judicial, administrative or arbitration order, award, judgment, writ, injunction or decree applicable to Buyer or any Partnership Partyof its subsidiaries; (iii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, or result in the suspension, termination or cancellation of, or in a right of suspension, termination or cancellation of, any indenture, mortgage, agreement, contract, commitment, license, concession, Permit, lease, joint venture Contract or other agreement or instrument to which any of the Partnership Parties Buyer or any of its subsidiaries is a party or by which either any of them is bound or to which any of their property is subject; or (iv) result in the creation of any Lien (other than Permitted Liens) on any of the Partnership Parties’ assets, except in the case of clauses (ii), clause (iii) or (iv), for those items which, which individually or in the aggregate, aggregate would not have (or reasonably be reasonably expected to have) have a Partnership Buyer Material Adverse Effect; and. (b) Except for such filings as may be required under the HSR Act, no consent, approval, license, Permitpermit, order or authorization of any Governmental Authority or other Person is required to be obtained or made by the Partnership Parties or with respect to Buyer or any of its Affiliates in connection with the execution, delivery, and performance of this Agreement and the Partnership Ancillary Transaction Documents to which it is party or the consummation of the transactions contemplated hereby or and thereby, except (i) as have been waived or obtained or with respect to which the time for asserting such right has expired or (ii) for those that individually or in the aggregate, would not have a Partnership Material Adverse Effect (including such consents, approvals, orders or 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)expired.

No Conflict; Consents. (a) Except as set forth in Disclosure on Schedule 4.3: (a4.3(a) and for such filings as may be required under the HSR Act, the execution, delivery and performance of this Agreement by the Partnership Parties does not, and the execution, delivery Transaction Documents by Parent and performance by the Partnership Parties of any of the Partnership Ancillary Documents will Sellers does not, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not, (i) violate, conflict with any of, result in any breach of, or require the consent of any Person under, the terms, conditions or provisions of the certificate Governing Documents of limited partnershipParent or the Sellers, certificate of formation, limited liability company agreement, agreement of limited partnership or other equivalent governing instruments of any Partnership Party; (ii) conflict with or violate any provision of any Law applicable to any Partnership PartyParent, the Sellers, the Water Assets or the Water Business; (iii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, or result in the suspension, termination or cancellation of, or in a right of suspension, termination or cancellation of, any indentureMaterial Contract or violate any Permit held by the Sellers or Parent related to the Water Assets or the Water Business; except for those items in the case of this clause (iii) which, mortgageindividually or in the aggregate, agreement, contract, commitment, license, concession, Permit, lease, joint venture or other agreement or instrument would not reasonably be expected to which any of the Partnership Parties is have a party or by which either of them is bound or to which any of their property is subject; Material Adverse Effect or (iv) result in the creation of any Lien (other than Permitted Liens) on any of the Partnership Parties’ assets, except in the case of clauses (ii), (iii) or (iv), for those items which, individually or in the aggregate, would not have (or be reasonably expected to have) a Partnership Material Adverse Effect; andWater Assets. (b) Except as set forth on Schedule 4.3(b) and for such filings as may be required under the HSR Act, no consent, approval, license, Permitpermit, order or authorization of any Governmental Authority or other Person is required to be obtained or made by the Partnership Parties in connection with the execution, delivery, and performance by Parent or the Sellers of this Agreement and the Partnership Ancillary Transaction Documents or the consummation of the transactions contemplated hereby or thereby, to which it is a party except (i) as have been waived or obtained in writing or with respect to which the time for asserting such right has expired expired, or (ii) for those that individually or in the aggregate, would not have a Partnership Material Adverse Effect (including such consents, approvals, orders or Permits that are not customarily obtained prior to the Customary Post-Closing and are reasonably expected to be obtained in the ordinary course of business consistent with past practices following the Closing)Consents.

No Conflict; Consents. Except as set forth in Disclosure Schedule 4.3: (a) the The execution, delivery and performance of this Agreement by the Partnership Parties Corp Sub does not, and the execution, delivery and performance by the Partnership Parties of any of the Partnership Ancillary Documents will not, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not, (i) violate, conflict with any ofwith, result in any breach of, of or require the consent of any Person under, under any of the terms, conditions or provisions of the certificate Organizational Documents of limited partnership, certificate of formation, limited liability company agreement, agreement of limited partnership or other equivalent governing instruments of any Partnership PartyCorp Sub; (ii) conflict with or violate any provision of any Law law or administrative rule or regulation or any judicial, administrative or arbitration order, award, judgment, writ, injunction or decree applicable to Corp Sub or any Partnership Partyproperty or asset of Corp Sub; (iii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, or result in the suspension, termination or cancellation of, or in a right of suspension, termination or cancellation of, any indenture, mortgage, agreement, contract, commitment, license, concession, Permitpermit, lease, joint venture or other agreement or instrument to which any of the Partnership Parties Corp Sub is a party or by which either of them it is bound or to which any of their its property is subject; or (iv) result in the creation of any Lien (other than Permitted Liens) on any of the Partnership Parties’ assets, except in the case of clauses (ii), ) and (iii) or (iv), for those items whichthat, individually or in the aggregate, would not have (or reasonably be reasonably expected to have) a Partnership Material Adverse Effect; andaffect the ability of Corp Sub to perform its obligations under this Agreement or to consummate the transactions contemplated hereby. (b) no No Governmental Approval or consent, approval, license, Permitpermit, order order, waiver or authorization of of, or registration, declaration or filing with, any Governmental Authority or other Person is required to be obtained or made by the Partnership Parties or with respect to Corp Sub in connection with the execution, delivery, delivery and performance of this Agreement and the Partnership Ancillary Documents or the consummation of the transactions contemplated hereby or therebyhereby, except (i) as have been waived or obtained or with respect to which the time for asserting such right has expired or (ii) for those that individually or in the aggregate, aggregate would not have a Partnership Material Adverse Effect reasonably be expected to affect the ability of Corp Sub to perform its obligations under this Agreement or to consummate the transactions contemplated hereby (including such consents, approvals, licenses, permits, orders or Permits authorizations 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 Conflict; Consents. Except as set forth in Disclosure Schedule 4.3: (a) the execution, The execution and delivery by each of Basic and performance Holdings of this Agreement by the Partnership Parties does not, and the executionRelated Documents, delivery and the performance by the Partnership Parties of any of the Partnership Ancillary Documents will not, obligations of Basic and the fulfillment Holdings hereunder and compliance with the terms and conditions hereof and thereof thereunder and the consummation by Basic and Holdings of the Mergers and the other transactions contemplated hereby and thereby in accordance with the terms hereof and thereof will not, not (i) violate, conflict with any of, or result in any a breach of, or require the consent of any Person under, the terms, conditions or provisions of the certificate of limited partnershipBasic Charter Documents or the Holdings Charter Documents, certificate of formation, limited liability company agreement, agreement of limited partnership or other equivalent governing instruments of any Partnership Party; (ii) conflict with or violate any provision result in a breach of any Law applicable to any Partnership Party; provisions of the Basic Subsidiary Charter Documents, (iii) violate, conflict with, result in a breach of any provision of, constitute a default under (whether or an event which, with notice or the lapse of time or both), would constitute a default) under, impair Basic’s rights under, alter the rights or obligations of third parties under, result in the termination of or in a right of termination or cancellation of, give rise to a right of purchase under, or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, or result in the suspension, termination or cancellation of, or in a right of suspension, termination or cancellation of, any indenture, mortgage, agreement, contract, commitment, license, concession, Permit, lease, joint venture Basic Material Contract or other agreement or instrument to which any of the Partnership Parties is a party or by which either of them is bound or to which any of their property is subject; or Contract, (iv) except in connection with the Holdings Credit Facilities, result in the creation of any Lien (other than Permitted Liens) on upon any of the Partnership Parties’ assetsproperties or assets of Basic or the Basic Subsidiaries under any Basic Material Contract or by which Basic or the Basic Subsidiaries or any of their properties is bound or affected, except (v) result in any Basic Material Contract being declared void, voidable, or without further binding effect, (vi) otherwise result in a detriment to Basic or any of the Basic Subsidiaries under any of the terms, conditions or provisions of any Basic Material Contract or other Contract by which Basic or any of the Basic Subsidiaries is bound or to which any of their properties is subject or (vii) (assuming that the consents and approvals referred to in Section 4.6(b) are duly and timely made or obtained and that the Basic Proposals are approved by the requisite Basic Stockholders), contravene, conflict with or constitute a violation of any provision of any Applicable Law binding upon or applicable to Basic or any of the Basic Subsidiaries, other than, in the case cases of clauses (ii) through (vii), (iii) any such violations, conflicts, breaches, defaults, impairments, alterations, terminations, cancellations, purchase rights, accelerations, Liens, voidings or (iv), for those items whichdetriments that, individually or in the aggregate, have not had or caused and would not have (or reasonably be reasonably expected to have) have or cause a Partnership Basic Material Adverse Effect; and. (b) no consent, approval, license, Permit, order Neither the execution and delivery by Basic or authorization of any Governmental Authority or other Person is required to be obtained or made by the Partnership Parties in connection with the execution, delivery, and performance Holdings of this Agreement or any Related Document nor the consummation by Basic or Holdings of the Mergers and the Partnership Ancillary Documents or the consummation of the other transactions contemplated hereby or therebythereby in accordance with the terms hereof or thereof will require any consent, except approval or authorization of, notice to or filing or registration with any Governmental Authority, other than (i) the filing of the Articles of Merger with the Secretary of State of the State of Texas, the filing of the Certificate of Mergers with the Secretary of State of the State of Delaware and appropriate documents required to be filed as have been waived a result of the Mergers with the relevant Governmental Authorities in the states and foreign jurisdictions in which Basic, Holdings or obtained or with respect any other Basic Subsidiary is qualified to which the time for asserting such right has expired or conduct business, (ii) the filing of the Proxy Statement/Prospectus with the SEC in accordance with the Exchange Act and the filing and effectiveness of the Registration Statement, (iii) filings required under the HSR Act, including the filing of Notification and Report Forms with the FTC and the Antitrust Division of the DOJ as required by the HSR Act, (iv) filings required under federal and state securities or “Blue Sky” laws, applicable non-U.S. laws or the rules of the NYSE, and (v) any other applicable filings or notifications under the antitrust, competition or similar Applicable Laws of foreign jurisdictions ((i), (ii), (iii), (iv) and (v) collectively, the “Basic Regulatory Filings”), except for those that any failures to obtain any such consent, approval or authorization or to make any such filing, notification or registration that, individually or in the aggregate, have not had or caused and would not reasonably be expected to have or cause a Partnership Basic Material Adverse Effect (including such consents, approvals, orders or 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)Effect.

No Conflict; Consents. Except as set forth in Disclosure Schedule 4.3: (a) the The execution, delivery and performance of this Agreement by the Partnership Parties such DevCo does not, and the execution, delivery and performance by the Partnership Parties of any of the Partnership Ancillary Documents will not, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not, (i) violate, conflict with any ofwith, result in any breach of, of or require the consent of any Person under, under any of the terms, conditions or provisions of the certificate of limited partnership, certificate of formation, limited liability company agreement, agreement of limited partnership or other equivalent governing instruments of any Partnership PartyOrganizational Documents such DevCo; (ii) conflict with or violate any provision of any Law law or administrative rule or regulation or any judicial, administrative or arbitration order, award, judgment, writ, injunction or decree applicable to such DevCo or any Partnership Partyof its property or assets; (iii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, or result in the suspension, termination or cancellation of, or in a right of suspension, termination or cancellation of, any indenture, mortgage, agreement, contract, commitment, license, concession, Permitpermit, lease, joint venture or other agreement or instrument to which any of the Partnership Parties such DevCo is a party or by which either of them it is bound or to which any of their its property is subject; or (iv) result in the creation of any Lien (other than Permitted Liens) on any of the Partnership Parties’ assets, except in the case of clauses (ii), ) and (iii) or (iv), for those items whichthat, individually or in the aggregate, would not have (or reasonably be reasonably expected to have) a Partnership Material Adverse Effect; andaffect the ability of such DevCo to perform its obligations under this Agreement or to consummate the transactions contemplated hereby. (b) no No Governmental Approval or consent, approval, license, Permitpermit, order order, waiver or authorization of of, or registration, declaration or filing with, any Governmental Authority or other Person is required to be obtained or made by the Partnership Parties or with respect to such DevCo in connection with the execution, delivery, delivery and performance of this Agreement and the Partnership Ancillary Documents or the consummation of the transactions contemplated hereby or therebyhereby, except (i) as have been waived or obtained or with respect to which the time for asserting such right has expired or (ii) for those that individually or in the aggregate, aggregate would not have a Partnership Material Adverse Effect reasonably be expected to affect the ability of such DevCo to perform its obligations under this Agreement or to consummate the transactions contemplated hereby (including such consents, approvals, licenses, permits, orders or Permits authorizations 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 Conflict; Consents. Except as set forth in Disclosure Schedule 4.3: (a) the The execution, delivery and performance of this Agreement by the Partnership Parties does not, and the execution, delivery and performance Ancillary Agreements to which it will be a party by the Partnership Parties of any of the Partnership Ancillary Documents will SEP I does not, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not, (i) violate, conflict with any of, result in any breach of, or require the consent of any Person under, the terms, conditions or provisions of the certificate of limited partnership, certificate of formation, partnership agreement or limited liability company agreement, agreement as the case may be, of limited partnership SEP I or other equivalent governing instruments of any Partnership Party; SEP III, (ii) conflict with or violate any provision of any Law law or administrative rule or regulation or any judicial, administrative or arbitration order, award, judgment, writ, injunction or decree applicable to any Partnership PartySEP I, SEP III, the Contributed Assets or the Contributed Business (“Applicable Law”); (iii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, or result in the suspension, termination or cancellation of, or in a right of suspension, termination or cancellation of, any indenture, mortgage, agreement, contract, commitment, license, concession, Permitpermit, lease, joint venture or other agreement or instrument to which any of the Partnership Parties SEP I or SEP III is a party or by which either of them is bound it, the Contributed Business or to which any of their property is subjectthe Contributed Assets are bound; or (iv) result in the creation of any Lien (other than Permitted Liens) on any of the Partnership Parties’ assetsContributed Assets under any such indenture, mortgage, agreement, contract, commitment, license, concession, permit, lease, joint venture or other instrument, except in the case of clauses (ii), (iii) or and (iv), ) for those items which, individually or in the aggregate, would not have (or reasonably be reasonably expected to have) have a Partnership Contributed Business Material Adverse Effect; and. (b) no No consent, approval, license, Permitpermit, order or authorization of any Governmental Authority or other Person is required to be obtained or made by SEP I or SEP III with respect to the Partnership Parties Contributed Assets or the Contributed Business in connection with the execution, delivery, and performance of this Agreement and the Partnership Ancillary Documents Agreements to which it will be a party or the consummation of the transactions contemplated hereby or thereby, except (i) as have been waived or obtained or with respect to which the time for asserting such right has expired expired, or (ii) for those that which individually or in the aggregate, aggregate would not reasonably be expected to have a Partnership Contributed Business Material Adverse Effect (including such consents, approvals, licenses, permits, orders or Permits authorizations 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 Conflict; Consents. Except as set forth in Disclosure Schedule 4.33.3: (a) the execution, delivery and performance of this Agreement by any of the Partnership Contributing Parties does not, and the execution, delivery and performance by any of the Partnership Contributing Parties of any of the Partnership Contributing Parties Ancillary Documents will not, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not, : (i) violate, conflict with any of, result in any breach of, or require the consent of any Person under, the terms, conditions or provisions of the certificate of limited partnershipincorporation, certificate of formation, bylaws, limited liability company agreement, agreement of limited partnership or other equivalent governing instruments of any Partnership Contributing Party, SemCrude Pipeline or White Cliffs Pipeline; (ii) conflict with or violate any provision of any Law applicable to any Partnership Partythe Subject Interest, the Contributing Parties, SemCrude Pipeline or White Cliffs Pipeline; (iii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, or result in the suspension, termination or cancellation of, or in a right of suspension, termination or cancellation of, any indenture, mortgage, agreement, contract, commitment, license, concession, Permit, lease, joint venture or other agreement or instrument to which any of the Partnership Parties Contributing Parties, SemCrude Pipeline or White Cliffs Pipeline is a party or by which either of them is bound it or to which any of their property is subjectrespective assets are bound; or (iv) result in the creation of any Lien (other than Permitted Liens) on the Subject Interest or any assets of the Partnership Parties’ assetsSemCrude Pipeline or any assets of White Cliffs Pipeline, except in the case of clauses (ii), (iii) or (iv), ) for those items which, individually or in the aggregate, would not have (or be reasonably expected to have) a Partnership Material Adverse Effect; or (v) trigger any obligation to indemnify or to make payments to any member of White Cliffs Pipeline or any member or partner of any subsidiary of White Cliffs Pipeline as the result of White Cliffs Pipeline or any of its subsidiaries being deemed to be terminated for U.S. federal income tax purposes as a result of the transactions contemplated by this Agreement; and (b) no consent, approval, license, Permit, order or authorization of any Governmental Authority or other Person is required to be obtained or made by any of the Partnership Parties Contributing Parties, SemCrude Pipeline or White Cliffs Pipeline in connection with the execution, delivery, delivery and performance of this Agreement and the Partnership Contributing Parties Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except (i) as have been waived or obtained or with respect to which the time for asserting such right has expired or (ii) for those that individually or in the aggregate, would not have a Partnership Material Adverse Effect (including such consents, approvals, orders or 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 Conflict; Consents. Except as set forth in Section 4.3 of the JBG Disclosure Schedule 4.3: (a) Letter, none of the execution, delivery and or performance of this Agreement or any Ancillary Document to which such JBG Party or any of its Subsidiaries is a party, the consummation by such JBG Party and its Subsidiaries of the Partnership Parties does notdirect or indirect sale of its JBG Included Assets, and the execution, delivery and performance Equity Issuance or any other Transaction or compliance by the Partnership Parties such JBG Party or any of its Subsidiaries with any of the Partnership provisions of this Agreement or any Ancillary Documents Document will not, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not, (i) violate, conflict with any of, or result in any breach of any provision of such JBG Party’s or any of its Subsidiaries’ Governing Documents, (ii) require any filing by such JBG Party or any of its Subsidiaries with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity (except for (x) compliance with any applicable requirements of the Exchange Act, (y) filings, permits, authorizations, consents, waiting period expirations or terminations, and approvals as may be required under the HSR Act or (z) such filings as may be required in connection with state and local Transfer Taxes), (iii) automatically result in a modification, violation or breach of, or require the consent material increase in cost or obligation of such JBG Party or any Person of its Subsidiaries, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right to others, including, but not limited to, any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of the certificate of limited partnershipany JBG Ground Lease, certificate of formation, limited liability company agreement, agreement of limited partnership JBG Lease or other equivalent governing instruments of any Partnership Party; (ii) conflict with or violate any provision of any Law applicable to any Partnership Party; (iii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, or result in the suspension, termination or cancellation of, or in a right of suspension, termination or cancellation of, any indenture, mortgage, agreement, contract, commitment, license, concession, Permit, lease, joint venture or other agreement or instrument material contract to which such JBG Party or any of the Partnership Parties its Subsidiaries is a party or by which either of them is bound or to which any of their property is subject; or JBG Included Assets are bound, (iv) result assuming that all consents, approvals, authorizations, and permits described in the creation Section 4.3(ii)(y) have been obtained, and all filings and notifications described in Section 4.3(ii)(y) have been made and any waiting periods thereunder have terminated or expired, violate any order, writ, injunction, decree or Law applicable to such JBG Party or any of its Subsidiaries or any Lien of their respective properties or assets, (v) require any consent or approval of, or notice to, any other than Permitted Liens) on Person, under any of the Partnership Parties’ assetsterms, conditions or provisions of (x) any JBG Ground Lease other than any JBG Ground Lease set forth in Section 4.3(v)(x) of the JBG Disclosure Letter (the “Required JBG Ground Lease Consents”), (y) any Joint Venture Agreement of a JBG Party or any of its Subsidiaries other than any Joint Venture Agreement set forth on Section 4.3(v)(y) of the JBG Disclosure Letter (the “Required JBG JV Consents”), or (z) any Contract constituting an Indebtedness obligation of such JBG Party or any of its Subsidiaries that relates to any of the JBG Included Assets or pursuant to which Newco or any of its Subsidiaries (including, after the Closing, the JBG Included Entities and the JBG Management Entities) could become an obligor pursuant to the Transactions other than any such Contract set forth on Section 4.3(v)(z) of the JBG Disclosure Letter (the “Required JBG Debt Consents”), or (vi) require any consent or approval of, or notice to, any other Person, including, without limitation, from limited partners, members or parties to leases or other agreements or commitments, except in the case of as to clauses (i), (ii), (iiiiv) or and (ivvi), respectively, for those items any such conflicts, violations, breaches, defaults or other occurrences which, individually or in the aggregate, would not have (materially and adversely affect any JBG Included Asset or be reasonably expected to have) a Partnership Material Adverse Effect; and (b) no consent, approval, license, Permit, order or authorization of any Governmental Authority or other Person is required to be obtained or made by the Partnership Parties in connection with the execution, delivery, and performance of this Agreement and the Partnership Ancillary Documents JBG Management Entity or the consummation of the transactions any contribution or merger contemplated hereby or thereby, except (i) as have been waived or obtained or with respect to which the time for asserting such right has expired or (ii) for those that individually herein or in the aggregate, would not have a Partnership Material Adverse Effect (including such consents, approvals, orders any JBG Contribution Agreement or 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)JBG Merger Agreements.

No Conflict; Consents. Except as set forth in Disclosure Schedule 4.3: (a) the The execution, delivery and performance of this Agreement by each of the Partnership QEPM Parties does not, and the execution, delivery and performance by the Partnership Parties of any of the Partnership Ancillary Documents will not, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated hereby and thereby (subject to obtaining the QEPM Unitholder Approval) will not, : (i) violate, conflict with any of, result in any breach of, or require the consent of any Person under, the terms, conditions or provisions of the certificate of limited partnership, certificate of formation, limited liability company agreement, agreement of limited partnership or other equivalent governing instruments Governing Documents of any Partnership Partyof the QEPM Group Entities; (ii) conflict with materially contravene or violate any provision of any Law applicable Laws binding upon or applicable to the QEPM Group Entities or any Partnership Partyof their assets; (iii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, or result in the suspension, termination or cancellation of, or in a right of suspension, termination or cancellation of, any indenture, mortgage, agreement, contract, commitment, license, concession, QEPM Permit, lease, joint venture or other agreement or instrument to which any of the Partnership Parties QEPM Group Entities is a party or by which either any of them is bound the QEPM Group Entities or to which any of their property is subjectassets are bound, except for conflicts, breaches, defaults, accelerators, requirements or results that, individually or in the aggregate, would not have a QEPM Material Adverse Effect; or (iv) result in the creation of any material Lien (other than Permitted Liens) on any of the Partnership Parties’ assets, except in assets or businesses of any of the case of clauses (ii), (iii) QEPM Group Entities; or (iv), for those items which, individually v) cause the transactions contemplated by this Agreement to be subject to state takeover or in the aggregate, would not have (or be reasonably expected to have) a Partnership Material Adverse Effect; andsimilar laws. (b) no No consent, approval, license, Permitpermit, order or authorization of any Governmental Authority Entity or other Person is required to be obtained or made by any of the Partnership Parties QEPM Group Entities in connection with the execution, delivery, and performance of this Agreement and the Partnership Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except (i) as have been waived or obtained or with respect to which the time for asserting such right has expired or expired, (ii) for (A) such filings and reports as may be required pursuant to the applicable requirements of the Securities Act, the Exchange Act, and any other applicable state or federal securities, takeover and “blue sky” Laws, (iii) for those that which individually or in the aggregate, aggregate would not have a Partnership QEPM Material Adverse Effect (including such consents, approvals, licenses, permits, orders or Permits authorizations that are immaterial and 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), or (iv) for matters expressly contemplated by this Agreement.

No Conflict; Consents. Except as set forth in Disclosure Schedule 4.3: (a) the The execution, delivery and performance of this Agreement by the Partnership Parties does not, and the execution, delivery and performance Assignment Agreement by the Partnership Parties of any of the Partnership Ancillary Documents will Acacia do not, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated hereby and thereby Transaction will not, (i) violate, conflict with any ofwith, result in any breach of, or require the consent of any Person under, any of the terms, conditions or provisions of the certificate of limited partnership, certificate incorporation or bylaws of formation, limited liability company agreement, agreement of limited partnership or other equivalent governing instruments of any Partnership PartyAcacia; (ii) conflict with or violate any provision of any Law applicable to any Partnership PartyApplicable Law; (iii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, or result in the suspension, termination or cancellation of, or in a right of suspension, termination or cancellation of, any material indenture, mortgage, agreement, contract, commitment, license, concession, Permitpermit, lease, joint venture or other agreement or instrument to which any of the Partnership Parties Acacia is a party or by which either of them is bound it or to which any of their property is subjectits properties or assets are bound; or (iv) result in the creation of any Lien (other than Permitted Liensexcept for restrictions on transfer imposed under the Holdings Partnership Agreement or by applicable federal or state securities laws) on any of the Partnership Parties’ assetsTransferred Interests under any such indenture, mortgage, agreement, contract, commitment, license, concession, permit, lease, joint venture or other instrument, except in the case of clauses (ii), (iii) or and (iv), ) for those items which, individually or in the aggregate, would not have (or reasonably be reasonably expected to have) have a Partnership Holdings Material Adverse Effect; and. (b) no No consent, approval, license, Permitpermit, order or authorization of any Governmental Authority or other Person is required to be obtained or made by Acacia with respect to the Partnership Parties Transferred Interests in connection with the execution, delivery, delivery and performance of this Agreement and the Partnership Ancillary Documents Assignment Agreement or the consummation of the transactions contemplated hereby or thereby, except (i) as have been waived or obtained or with respect to which the time for asserting such right has expired or (ii) for those that which individually or in the aggregate, aggregate would not reasonably be expected to have a Partnership Holdings Material Adverse Effect (including such consents, approvals, orders or 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)Effect.

No Conflict; Consents. Except as set forth in Disclosure Schedule 4.3: (a) the execution, The execution and delivery and performance of --------------------- this Agreement by the Partnership Parties such Stockholder does not, and the execution, delivery and performance by the Partnership Parties of any of the Partnership Ancillary Documents will not, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated hereby by this Agreement by such Stockholder and thereby will the compliance by such Stockholder with any provisions hereof shall not, (i) violate, conflict with or violate any oflaw, result in any breach ofrule, regulation, order, judgment or require the consent of any Person underdecree applicable to such Stockholder or by which such Stockholder's Shares are bound, the terms, conditions or provisions of the certificate of limited partnership, certificate of formation, limited liability company agreement, agreement of limited partnership or other equivalent governing instruments of any Partnership Party; (ii) conflict with or violate any provision the Stockholder's certificate of any Law incorporation or by-laws or other organizational document, if applicable to any Partnership Party; such Stockholder, (iii) conflict with, result in a any breach of, of or constitute a default under (whether or an event that with notice or the lapse of time or both)both would become a default) under, or accelerate give to others any rights of termination, amendment, acceleration or permit the acceleration of the performance required by, or require any consent, authorization or approval undercancellation of, or result in the suspension, termination creation of a lien or cancellation of, or in a right encumbrance on any of suspension, termination or cancellation ofsuch Stockholder's Shares pursuant to, any indenturenote, bond, mortgage, agreementindenture, contract, commitmentagreement, lease, license, concessionpermit, Permit, lease, joint venture franchise or other agreement instrument or instrument obligation to which any of the Partnership Parties such Stockholder is a party or by which either of them is bound such Stockholder or to which any of their property is subject; such Stockholder's Shares are bound, or (iv) result in the creation of violate any Lien (other than Permitted Liens) on order, writ, injunction, decree, judgment, order, statute, rule or regulation applicable to such Stockholder or any of the Partnership Parties’ assets, except in the case of clauses (ii), (iii) or (iv), for those items which, individually or in the aggregate, would not have (or be reasonably expected to have) a Partnership Material Adverse Effect; andsuch Stockholder's Shares. (b) no The execution and delivery of this Agreement by such Stockholder do not, and the performance of this Agreement by such Stockholder shall not, require any consent, approval, licenseauthorization or permit of, Permitor filing with or notification to, order any governmental or authorization regulatory authority except for applicable requirements, if any, of any Governmental Authority or other Person is required to be obtained or made by the Partnership Parties in connection with the executionSecurities Exchange Act of 1934, deliveryas amended, and performance of this Agreement and except where the Partnership Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except (i) as have been waived or obtained or with respect failure to which the time for asserting such right has expired or (ii) for those that individually or in the aggregate, would not have a Partnership Material Adverse Effect (including obtain such consents, approvals, orders authorizations or Permits that are permits, or to make such filings or notifications, would not customarily obtained prior to prevent or delay the Closing and are reasonably expected to be obtained performance by such Stockholder of his or her obligations under this Agreement in the ordinary course of business consistent with past practices following the Closing)any material respect.

No Conflict; Consents. Except as set forth in Disclosure Schedule 4.3: (a) the The execution, delivery and performance of this Agreement by the Partnership Parties GP Merger Sub does not, and the execution, delivery and performance by the Partnership Parties of any of the Partnership Ancillary Documents will not, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not, (i) violate, conflict with any ofwith, result in any breach of, of or require the consent of any Person under, under any of the terms, conditions or provisions of the certificate Organizational Documents of limited partnership, certificate of formation, limited liability company agreement, agreement of limited partnership or other equivalent governing instruments of any Partnership PartyGP Merger Sub; (ii) conflict with or violate any provision of any Law law or administrative rule or regulation or any judicial, administrative or arbitration order, award, judgment, writ, injunction or decree applicable to GP Merger Sub or any Partnership Partyproperty or asset of GP Merger Sub; (iii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, or result in the suspension, termination or cancellation of, or in a right of suspension, termination or cancellation of, any indenture, mortgage, agreement, contract, commitment, license, concession, Permitpermit, lease, joint venture or other agreement or instrument to which any of the Partnership Parties GP Merger Sub is a party or by which either of them it is bound or to which any of their its property is subject; or (iv) result in the creation of any Lien (other than Permitted Liens) on any of the Partnership Parties’ assets, except in the case of clauses (ii), ) and (iii) or (iv), for those items whichthat, individually or in the aggregate, would not have (or reasonably be reasonably expected to have) a Partnership Material Adverse Effect; andaffect the ability of GP Merger Sub to perform its obligations under this Agreement or to consummate the transactions contemplated hereby. (b) no No Governmental Approval or consent, approval, license, Permitpermit, order order, waiver or authorization of of, or registration, declaration or filing with, any Governmental Authority or other Person is required to be obtained or made by the Partnership Parties or with respect to GP Merger Sub in connection with the execution, delivery, delivery and performance of this Agreement and the Partnership Ancillary Documents or the consummation of the transactions contemplated hereby or therebyhereby, except (i) as have been waived or obtained or with respect to which the time for asserting such right has expired or (ii) for those that individually or in the aggregate, aggregate would not have a Partnership Material Adverse Effect reasonably be expected to affect the ability of GP Merger Sub to perform its obligations under this Agreement or to consummate the transactions contemplated hereby (including such consents, approvals, licenses, permits, orders or Permits authorizations 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 Conflict; Consents. Except as set forth in Disclosure Schedule 4.3: (a) Subject to the consent, approval, license, permit, order, authorization, filings and notices referred to in Section 4.3(b) and receipt of the ACMP Amendment Vote, the execution, delivery and performance of this Agreement by each of the Partnership ACMP Parties does not, and the execution, delivery and performance by the Partnership Parties of any of the Partnership Ancillary Documents will not, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not, (i) contravene, violate, conflict with any of, result in any breach of, or require the consent of any Person under, the terms, conditions or provisions of the certificate of limited partnership, certificate of formation, limited liability company agreement, agreement of limited partnership or other equivalent governing instruments Governing Documents of any Partnership Partyof the ACMP Parties; (ii) contravene, conflict with or violate any provision of any Law applicable to any Partnership PartyLaws; (iii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, or result in the suspension, termination or cancellation of, or in a right of suspension, termination or cancellation of, any indenture, deed of trust, mortgage, debenture, note, agreement, contract, commitment, license, concession, Permitpermit, lease, joint venture venture, obligation or other agreement or instrument to which any of the Partnership Parties ACMP Group Entities is a party or by which either any of them is bound the ACMP Group Entities or to which any of their property is subjectassets are bound; or (iv) result in the creation of any Lien (other than Permitted Liens) on any of the Partnership Parties’ assetsassets or businesses of any of the ACMP Group Entities under any such indenture, deed of trust, mortgage, debenture, note, agreement, contract, commitment, license, concession, permit lease, joint venture, obligation or other instrument, except in the case of clauses (ii), (iii) or and (iv), for those items whichthat would not, individually or in the aggregate, would not have (or be reasonably expected to have) a Partnership an ACMP Material Adverse Effect; and. (b) no No consent, approval, license, Permitpermit, order or authorization of of, or any filing with or notice to, any Governmental Authority or other Person Entity is required to be obtained or made by any of the Partnership Parties ACMP Group Entities in connection with the execution, delivery, and performance of this Agreement and the Partnership Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except (i) as have been waived or obtained or with respect to which the time for asserting such right has expired or expired, (ii) for (A) such filings and reports as may be required pursuant to the applicable requirements of the Securities Act, the Exchange Act, and any other applicable state or federal securities, takeover and “blue sky” Laws, (B) any filings and approvals required under the rules and regulations of the NYSE, or (C) the filing of the Certificate of Merger and the Certificate of GP Merger with the Delaware Secretary of State, or (iii) for those that which would not, individually or in the aggregate, would not have a Partnership an ACMP Material Adverse Effect (including such consents, approvals, licenses, permits, orders or Permits authorizations 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 Conflict; Consents. Except as set forth in Disclosure Schedule 4.3: (a) the The execution, delivery and performance of this Agreement, the Assignment Agreement and the Second A&R Partnership Agreement by the Partnership Parties does notOMS Holdings, OMS and the executionGeneral Partner, delivery and performance by the Partnership Parties of any of the Partnership Ancillary Documents will as applicable, does not, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not, not (i) violate, conflict with any ofwith, result in any breach of, of or require the consent of any Person under, under any of the terms, conditions or provisions of the certificate Organizational Documents of limited partnershipOasis, certificate of formationOMS Holdings, limited liability company agreementOMS, agreement of limited partnership the General Partner or other equivalent governing instruments of any Partnership PartyDevCo; (ii) conflict with or violate any provision of Applicable Law that applies to Oasis, OMS Holdings, OMS, the General Partner or any Law applicable to DevCo or any Partnership Partyproperty or Asset of any DevCo; (iii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), ) or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, or result in the suspension, termination or cancellation of, or in a right of suspension, termination or cancellation of, any indenture, mortgage, agreement, contract, commitment, license, concession, Permitpermit, lease, joint venture or other agreement or instrument to which Oasis, OMS Holdings, OMS, the General Partner or any of the Partnership Parties DevCo is a party or by which either any of them is bound or to which any of their property is subjectthe Assets are bound; or (iv) result in the creation of any Lien (other than Permitted Liens) on any of the Partnership Parties’ assetsAssets or on the Subject Interests under any such indenture, mortgage, agreement, contract, commitment, license, concession, permit, lease, joint venture or other instrument, or (v) result in the revocation, cancellation, suspension or material modification, individually or in the aggregate, of any Governmental Approval possessed by either of the DevCos that is necessary for the ownership, lease or operation of the Assets as now conducted, except in the case of clauses (ii), (iii) or ), (iv), ) and (v) for those items whichthat, individually or in the aggregate, would not have (or reasonably be reasonably expected to have) have a Partnership Material Adverse EffectEffect or result in any material liability or obligation of OMP, OMP Operating or any DevCo (other than any liability or obligation hereunder); and (b) no No consent, approval, license, Permitpermit, order order, waiver or authorization of or registration, declaration or filing with, any Governmental Authority (each, a “Governmental Approval”) or consent, approval, license, permit, order, waiver or authorization of, or registration, declaration or filing with, any other Person is required to be obtained or made by OMS Holdings, OMS, the Partnership Parties General Partner or any DevCo in connection with the execution, delivery, delivery and performance of this Agreement, the Assignment Agreement and the Second A&R Partnership Ancillary Documents Agreement or the consummation of the transactions contemplated hereby or thereby, except (i) as have been waived or obtained or with respect to which the time for asserting such right has expired or (ii) for those that individually or in the aggregate, aggregate would not reasonably be expected to have a Partnership Material Adverse Effect (including such consents, approvals, licenses, permits, orders or Permits authorizations 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 without any material liability on OMP, OMP Operating or any DevCo).

No Conflict; Consents. Except as set forth in Disclosure Schedule 4.3: (a) Subject to the execution, delivery adoption and performance approval of this Agreement by the Partnership Parties does notStockholders, and the execution, delivery and performance by the Partnership Parties of any each of the Partnership Ancillary Documents will not, Selling Companies of this Agreement and the fulfillment and compliance consummation by each of the Selling Companies of the transactions in accordance with the terms and conditions hereof and thereof and hereof, including, without limitation, the consummation of the transactions contemplated hereby and thereby will Spin-Off, do not, except as set forth on Section 5.4(a) of the Selling Companies Disclosure Schedule, (i) violate, violate or conflict with any of, result in any breach of, of the Charter Documents or require the consent respective by-laws of the Selling Companies or the organizational documents of any Person underof their Subsidiaries, the terms, conditions or provisions of the certificate of limited partnership, certificate of formation, limited liability company agreement, agreement of limited partnership or other equivalent governing instruments of any Partnership Party; (ii) violate, breach or conflict with or violate any provision of any Law applicable to any Partnership Party; (iii) conflict with, result in a breach of, constitute a default under (whether with notice or after the giving of notice, lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval ) under, or result in the suspension, termination or cancellation of, or in give rise to a right of suspensiontermination, termination amendment, prepayment, additional or increased payments, acceleration or cancellation of, any indentureContract, mortgagepermit, agreement, contract, commitment, license, concession, Permit, lease, joint venture authorization or other agreement or instrument obligation to which the Selling Companies or any of the Partnership Parties their Subsidiaries is a party or by which either of them is bound the Selling Companies or to which any of their property is subject; Subsidiaries or (iv) result in the creation any of any Lien their respective assets are bound (other than Permitted Liensthe Senior Indebtedness, the Subordinated Indebtedness and any Fourth Merger Indebtedness), (iii) on violate or result in a violation of, or conflict with, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any Law, Regulation, or any Order of, or any restriction imposed by, any Court or other Governmental Authority applicable to, binding upon or enforceable against, the Selling Companies or any of the Partnership Parties’ assetstheir Subsidiaries, except in the case of clauses (ii), ) and (iii) or (ivof this Section 5.4(a), for those items whichsuch conflicts, defaults, violations, terminations or breaches that would not reasonably be expected to have, individually or in the aggregate, would not have (or be reasonably expected to have) a Partnership Selling Companies Material Adverse Effect; and. (b) Except as set forth in Section 5.4(b) of the Selling Companies Disclosure Schedule, no consentnotice to, approvaldeclaration or filing with, license, Permit, order or authorization consent or approval of any Governmental Authority or other Person third party is required by or with respect to be obtained the Selling Companies or made by the Partnership Parties any of their respective Subsidiaries in connection with the execution, delivery, execution and performance delivery by the Selling Companies of this Agreement and the Partnership Ancillary Documents or the consummation by Selling Companies of the transactions contemplated hereby or therebyin accordance with the terms hereof, including, without limitation, the Spin-Off, except for: (i) as have been waived or obtained or with respect to which the time for asserting such right has expired or Stockholder Written Consents, (ii) for those that filing of a pre-merger notification and report form by Parent under the HSR Act and the expiration or termination of the applicable waiting period thereunder, (iii) the filing of the Certificates of Merger with the Secretary of State of the State of Delaware, and (iv) such other consents, approvals, notices, or declarations or filings, which if not obtained or made, would not reasonably be expected to have, individually or in the aggregate, would not have a Partnership Selling Companies Material Adverse Effect (including such consents, approvals, orders or 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)Effect.

No Conflict; Consents. Except as set forth in Disclosure Schedule 4.3: (a) The execution and delivery by the execution, delivery and performance Company of this Agreement by and any Ancillary Agreement to which the Partnership Parties does notCompany is a party, and the execution, delivery and performance by the Partnership Parties of any of the Partnership Ancillary Documents will not, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation of the Merger or any other transactions contemplated hereby and thereby thereby, will not, (i) violate, not conflict with any of, or result in any breach of, violation of or require the consent of any Person under, the terms, conditions or provisions of the certificate of limited partnership, certificate of formation, limited liability company agreement, agreement of limited partnership or other equivalent governing instruments of any Partnership Party; (ii) conflict with or violate any provision of any Law applicable to any Partnership Party; (iii) conflict with, result in a breach of, constitute a default under (whether with or without notice or the lapse of time time, or both)) or give rise to a right of termination, cancellation, modification or accelerate or permit the acceleration of the performance required by, any obligation or require loss of any consent, authorization or approval benefit under, or result in the suspension, termination or cancellation of, or in a right of suspension, termination or cancellation of, any indenture, mortgage, agreement, contract, commitment, license, concession, Permit, lease, joint venture or other agreement or instrument to which any of the Partnership Parties is a party or by which either of them is bound or to which any of their property is subject; or (iv) result in the creation of any Lien under (other than Permitted Liensany such event, a “Conflict”) on (i) any provision of the Charter Documents, (ii) any Contract to which the Company is a party or by which any of the Partnership Parties’ assetsCompany’s properties or assets are bound, except in the case of clauses (ii), or (iii) any judgment, order, injunction, decree, statute, Law, ordinance, rule or regulation applicable to the Company or any of its properties or assets (iv)whether tangible or intangible Section 3.4 of the Disclosure Schedule sets forth all necessary consents, waivers and approvals of parties to any Material Contracts as are required thereunder in connection with the Merger or the other transactions contemplated hereby, or for those items whichany such Material Contract to remain in full force and effect without limitation, individually modification or in alteration after the aggregateClosing. Following the Closing, the Surviving Corporation will continue to be permitted to exercise all of its rights under the Material Contracts without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments which the Company would otherwise be required to pay pursuant to the terms of such Contracts had the transactions contemplated by this Agreement not have (or be reasonably expected to have) a Partnership Material Adverse Effect; andoccurred. (b) no No consent, notice, waiver, approval, license, Permit, order or authorization of of, or registration, declaration or filing with any Governmental Authority or other Person Entity is required to be obtained by, or made by with respect to, the Partnership Parties Company in connection with the execution, delivery, execution and performance delivery of this Agreement and any Ancillary Agreement to which the Partnership Ancillary Documents Company is a party or the consummation of the Merger or the other transactions contemplated hereby or and thereby, except (i) for the filing of a Certificate of Merger as have been waived or obtained or with respect to which the time for asserting such right has expired or (ii) for those that individually or provided in the aggregate, would not have a Partnership Material Adverse Effect (including such consents, approvals, orders or 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)Section 1.3.

No Conflict; Consents. Except as set forth in on Disclosure Schedule 4.3: (a) the execution, delivery and performance of this Agreement by the Partnership Parties does not, and or the execution, delivery and performance by the Partnership Parties of any of the Partnership Ancillary Documents will not, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not, (i) violate, conflict with any of, result in any breach of, or require the consent of any Person under, the terms, conditions or provisions of the certificate of limited partnership, certificate of formation, limited liability company agreement, agreement of limited partnership or other equivalent governing instruments of any Partnership Party; (ii) conflict with or violate any provision of any Applicable Law applicable to any Partnership Party; (iii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, or result in the suspension, termination or cancellation of, or in a right of suspension, termination or cancellation of, any indenture, mortgage, agreement, contract, commitment, license, concession, Permitpermit, lease, joint venture or other agreement or instrument to which any of the Partnership Parties is a party or by which either of them is bound or to which any of their property is subject; or (iv) result in the creation of any Lien (other than Permitted Liens) on any of the Partnership Parties’ assets, except in the case of clauses (ii), (iii) or (iviii), for those items which, individually or in the aggregate, would not have (or be reasonably expected to have) a Partnership Material Adverse Effect; andand Table of Contents (b) no consent, approval, license, Permitpermit, order or authorization of any Governmental Authority or other Person is required to be obtained or made by the Partnership Parties in connection with the execution, delivery, and performance of this Agreement and the Partnership Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except (i) as have been waived or obtained or with respect to which the time for asserting such right has expired or (ii) for those that individually or in the aggregate, would not have a Partnership Material Adverse Effect (including such consents, approvals, orders or Permits that are not customarily obtained prior to the Closing Closing) and are reasonably expected to be obtained in the ordinary course of business consistent with past practices practice following the Closing).

No Conflict; Consents. Except as set forth in Section 3.04 of the Disclosure Schedule 4.3: (a) Schedule, as identified in Section 5.06(f), or as contemplated under the executionCall Option Amendments, delivery and performance of this Agreement by the Partnership Parties does not, and the execution, delivery and performance by the Partnership Parties Company of any of the Partnership Ancillary Documents will not, this Agreement and the fulfillment and compliance with the terms and conditions hereof and thereof Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby do not and will not, not (ia) violate, conflict with any of, or result in any the breach of, or require the consent of any Person under, the terms, conditions or provisions provision of the certificate of limited partnership, certificate of formation, limited liability company agreement, agreement of limited partnership or other equivalent governing instruments Organizational Documents of any Partnership Party; of the Companies or any Company Stockholder or holder a membership interest in any of the California Entities (iiif an entity), (b) conflict with or violate any provision of any Law or Governmental Order applicable to any Partnership Party; of the Companies, any Company Stockholder, any of the Washington Entities or any of their respective assets, properties or businesses, (iiic) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under (whether with or an event that, without or without notice or the lapse of time or both), or accelerate or permit would constitute a default under, result in the acceleration of or create in any party the performance required byright to accelerate, terminate, modify or require cancel any consent, authorization or approval under, or result in the suspension, termination or cancellation of, or in a right of suspension, termination or cancellation of, any indenture, mortgage, agreement, contract, commitment, license, concession, Permit, lease, joint venture or other agreement or instrument Material Contract to which any of the Partnership Parties Companies, any Company Stockholder or any of the Washington Entities is a party or by which either of them is bound or to which any of their property is subjectrespective properties and assets are bound or any material Permit affecting the properties, assets or business of any of the Companies, any Company Stockholder or any of the Washington Entities; or (ivd) result in the creation or imposition of any Lien (other than Permitted Liens) on any properties or assets of any of the Partnership Parties’ assetsCompanies, except any Company Stockholder or any of the Washington Entities. Except as set forth in Section 3.04 of the case of clauses (iiDisclosure Schedule, as identified in Section 5.06(f), (iii) or (iv)as contemplated under the Call Option Amendments, for those items whichneither any of the Companies nor any of the Washington Entities needs to notify, individually make any filing with, or obtain any consent of, any Person in order to perform its obligations under this Agreement or any of the aggregateAncillary Agreements, other than notices, filings or consents the failure of which to obtain would not prohibit or materially delay the Closing or materially interfere with the ownership and operation by Parent of the business of the Companies or the Washington Entities following the Closing or otherwise have (or be reasonably expected to have) a Partnership Company Material Adverse Effect; and (b) no consent, approval, license, Permit, order or authorization of any Governmental Authority or other Person is required to be obtained or made by the Partnership Parties in connection with the execution, delivery, and performance of this Agreement and the Partnership Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except (i) as have been waived or obtained or with respect to which the time for asserting such right has expired or (ii) for those that individually or in the aggregate, would not have a Partnership Material Adverse Effect (including such consents, approvals, orders or 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 Conflict; Consents. Except as set forth in Disclosure Schedule 4.3: (a) the The execution, delivery and performance of this Agreement by each of the Partnership TLLP Parties does not, and the execution, delivery and performance by the Partnership Parties of any of the Partnership Ancillary Documents will not, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not, : (i) violate, conflict with any of, result in any breach of, or require the consent of any Person under, the terms, conditions or provisions of the certificate of limited partnership, certificate of formation, limited liability company agreement, agreement of limited partnership or other equivalent governing instruments Governing Documents of any Partnership Partyof the TLLP Group Entities; (ii) conflict with materially contravene or violate any provision of any Law applicable Laws binding upon or applicable to the TLLP Group Entities or any Partnership Partyof their assets; (iii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, or result in the suspension, termination or cancellation of, or in a right of suspension, termination or cancellation of, any indenture, mortgage, agreement, contract, commitment, license, concession, TLLP Permit, lease, joint venture or other agreement or instrument to which any of the Partnership Parties TLLP Group Entities is a party or by which either any of them is bound the TLLP Group Entities or to which any of their property is subjectassets are bound, except for conflicts, breaches, defaults, accelerators, requirements or results that, individually or in the aggregate, would not have a TLLP Material Adverse Effect; or (iv) result in the creation of any material Lien (other than Permitted Liens) on any of the Partnership Parties’ assets, except in assets or businesses of any of the case of clauses (ii), (iii) TLLP Group Entities; or (iv), for those items which, individually v) cause the transactions contemplated by this Agreement to be subject to state takeover or in the aggregate, would not have (or be reasonably expected to have) a Partnership Material Adverse Effect; andsimilar laws. (b) no No consent, approval, license, Permitpermit, order or authorization of any Governmental Authority Entity or other Person is required to be obtained or made by any of the Partnership Parties TLLP Group Entities in connection with the execution, delivery, and performance of this Agreement and the Partnership Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except (i) as have been waived or obtained or with respect to which the time for asserting such right has expired or expired, (ii) for such filings and reports as may be required pursuant to the applicable requirements of the Securities Act, the Exchange Act, and any other applicable state or federal securities, takeover and “blue sky” Laws, (iii) for those that which individually or in the aggregate, aggregate would not have a Partnership TLLP Material Adverse Effect (including such consents, approvals, licenses, permits, orders or Permits authorizations that are immaterial and 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), or (iv) for matters expressly contemplated by this Agreement.

No Conflict; Consents. Except as set forth in Disclosure Schedule 4.3: (a) the execution, The execution and delivery by Pxxxxx and performance Buyer of this Agreement by and the Partnership Parties does notRelated Documents to which Buyer is a party, and the execution, delivery consummation by Pxxxxx and performance by the Partnership Parties of any of the Partnership Ancillary Documents will not, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation Buyer of the transactions contemplated hereby and thereby will notin accordance with the terms hereof and thereof, do not (i) violate, conflict with any or result in a default (whether after the giving of notice, lapse of time or both) under, or give rise to a right of termination of, result in any breach ofmaterial, or require the consent of any Person undercontract, the terms, conditions or provisions of the certificate of limited partnership, certificate of formation, limited liability company agreement, agreement lease or license to which Parent, Buyer or any of limited partnership or other equivalent governing instruments of any Partnership Party; their respective Subsidiaries is a party, (ii) conflict with or result in any violation of, any provision of any Organizational Document of Parent, Buyer or any of their respective Subsidiaries; or (iii) to the Knowledge of Buyer, violate or result in a violation of any provision of any Law applicable to any Partnership Party; (iii) conflict withParent, result in a breach of, constitute a default under (whether with notice Buyer or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, or result in the suspension, termination or cancellation of, or in a right of suspension, termination or cancellation of, any indenture, mortgage, agreement, contract, commitment, license, concession, Permit, lease, joint venture or other agreement or instrument to which any of the Partnership Parties is a party or by which either of them is bound or to which any of their property is subject; or (iv) result respective Subsidiaries, except, in the creation of any Lien (other than Permitted Liens) on any of the Partnership Parties’ assets, except in the case of clauses (ii), (iii) or (iv)each case, for those items whichany such conflicts, defaults, violations or terminations that would not have, individually or in the aggregate, would not have (or be reasonably expected to have) a Partnership Buyer Material Adverse Effect; and. (b) Assuming that the representations and warranties of the Sellers set forth in Section 5.2(b) are true and correct, no consentnotice to, approvaldeclaration or filing with, license, Permit, order or authorization consent or approval of any Governmental Authority or other Person Body is required by or with respect to be obtained Parent, Buyer or made by the Partnership Parties any of their respective Subsidiaries in connection with the execution, delivery, execution and performance delivery by Pxxxxx and Buyer of this Agreement and the Partnership Ancillary other Related Documents or to which it is a party, and the consummation by Pxxxxx and Buyer of the transactions contemplated hereby or therebyin accordance with the terms hereof and thereof, except other than (i) as have been waived any filings and reports that may be required in connection with this Agreement either with the SEC or obtained under state securities Laws or with respect to which the time for asserting such right has expired or “blue sky” Laws, (ii) for those that compliance with applicable stock exchange rules and regulations, (iii) such filings and registrations as may be required under the General Corporation Law of the State of Maryland and (iv) where the failure to obtain approval of any Governmental Body would not, individually or in the aggregate, would not reasonably be expected to have a Partnership Buyer Material Adverse Effect (including such consents, approvals, orders or 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)Effect.

No Conflict; Consents. (a) Except as set forth on Section 4.3(a) of the Parent Disclosure Letter, and subject to the consent, approval, license, permit, order, authorization, filings and notices referred to in Disclosure Schedule 4.3: (aSection 4.3(b) and receipt of the Parent Stock Issuance Approval, the execution, delivery and performance of this Agreement by each of the Partnership Parent Parties does not, and the execution, delivery and performance by the Partnership Parties of any of the Partnership Ancillary Documents will not, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not, (i) contravene, violate, conflict with any of, result in any breach of, or require the consent of any Person under, the terms, conditions or provisions of the certificate of limited partnership, certificate of formation, limited liability company agreement, agreement of limited partnership or other equivalent governing instruments Governing Documents of any Partnership Partyof the Parent Parties; (ii) contravene, conflict with or violate any provision of any Law applicable to any Partnership PartyLaws; (iii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, or result in the suspension, termination or cancellation of, or in a right of suspension, termination or cancellation of, any indenture, deed of trust, mortgage, debenture, note, agreement, contract, commitment, license, concession, Permitpermit, lease, joint venture venture, obligation or other agreement or instrument to which any of the Partnership Parties Parent Group Entities is a party or by which either any of them is bound the Parent Group Entities or to which any of their property is subjectassets are bound; or (iv) result in the creation of any Lien (other than Permitted Liens) on any of the Partnership Parties’ assetsassets or businesses of any of the Parent Group Entities under any such indenture, deed of trust, mortgage, debenture, note, agreement, contract, commitment, license, concession, permit lease, joint venture, obligation or other instrument, except in the case of clauses (ii), (iii) or and (iv), for those items whichthat would not, individually or in the aggregate, would not have (or be reasonably expected to have) a Partnership Parent Material Adverse Effect; and. (b) no No consent, approval, license, Permitpermit, order or authorization of of, or any filing with or notice to, any Governmental Authority or other Person Entity is required to be obtained or made by any of the Partnership Parties Parent Group Entities in connection with the execution, delivery, and performance of this Agreement and the Partnership Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except (i) as have been waived or obtained or with respect to which the time for asserting such right has expired or expired, (ii) for those that individually or in the aggregate, would not have a Partnership Material Adverse Effect (including A) such consents, approvals, orders or Permits that are not customarily obtained prior filings and reports as may be required pursuant to the Closing applicable requirements of the Securities Act, the Exchange Act, and are reasonably expected to be obtained in any other applicable state or federal securities, takeover and “blue sky” Laws, (B) any filings and approvals required under the ordinary course rules and regulations of business consistent the NYSE, or (C) the filing of the Certificate of Merger with past practices following the Closing).Secretary of State of the State of Delaware, or

No Conflict; Consents. (a) Except as set forth in Disclosure Schedule 4.3: (a) 4.5(a), neither the execution, execution and --------------- delivery and performance of this Agreement nor the consummation or performance by each Seller of such Seller's obligations thereunder will, (1) contravene, conflict with, or result in a violation of (i) any provision of the Organizational Documents of the Acquired Companies or (ii) any resolution adopted by the Partnership Parties does notboard of directors or the stockholders of any Acquired Company; (2) to the Knowledge of Sellers, and contravene, conflict with, or result in a violation of any Legal Requirement, in effect on the executiondate of this Agreement, delivery and performance by or any Order, in effect on the Partnership Parties date of this Agreement, to which any Acquired Company or any Seller may be subject; (3) to the Knowledge of Sellers, contravene, conflict with, or result in a violation of any of the Partnership Ancillary Documents will not, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not, (i) violate, conflict with any of, result in any breach or requirements of, or require give any Governmental Body the consent right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by any Acquired Company in effect on the date of any Person underthis Agreement; (4) to the Knowledge of Sellers, the termscontravene, conditions or provisions of the certificate of limited partnership, certificate of formation, limited liability company agreement, agreement of limited partnership or other equivalent governing instruments of any Partnership Party; (ii) conflict with or violate any provision of any Law applicable to any Partnership Party; (iii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, or result in the suspension, termination a violation or cancellation breach of any provision of, or in give any Person the right to declare a right of suspensiondefault or exercise any remedy under, termination or cancellation to accelerate the maturity or performance of, any indenture, mortgage, agreement, contract, commitment, license, concession, Permit, lease, joint venture or other agreement or instrument to which any of the Partnership Parties is a party or by which either of them is bound or to which cancel, terminate, or modify, any of their property is subjectmaterial Applicable Contract; or or (iv5) result in the imposition or creation of any Lien (other than Permitted Liens) on Encumbrance upon or with respect to any of the Partnership Parties’ assetsmaterial assets owned or used by any Acquired Company, except in the case of clauses other than (i) Permitted Encumbrances and (ii), (iii) or (iv), for those items which, individually or in the aggregate, would Encumbrances which could not have (or reasonably be reasonably expected to have) have a Partnership Material Adverse Effect; and. (b) Except as set forth in Schedule 4.5(b), no consentnotice to, approvalfiling --------------- with, licenseauthorization of, Permit, order approval by or authorization Consent of any Governmental Authority or other Person is required to be obtained or made by the Partnership Parties in connection with the execution, delivery, and performance of this Agreement and the Partnership Ancillary Documents or for the consummation of any of the transactions contemplated hereby or therebyContemplated Transactions. The foregoing representation, except (i) insofar as have been waived or obtained or with respect it applies to which the time for asserting such right has expired or (ii) for those that individually or HSR Act, is made in reliance upon the truth and accuracy of Buyer's representation made in the aggregate, would not have a Partnership Material Adverse Effect (including such consents, approvals, orders or Permits that are not customarily obtained prior to the Closing and are reasonably expected to be obtained in the ordinary course last sentence of business consistent with past practices following the Closing).Section 5.3. -----------

No Conflict; Consents. Except as set forth in Disclosure Schedule 4.3: (a) the The execution, delivery and performance of this Agreement by each of the Partnership WPZ Parties does not, and the execution, delivery and performance by the Partnership Parties of any of the Partnership Ancillary Documents will not, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not, : (i) violate, conflict with any of, result in any breach of, or require the consent of any Person under, the terms, conditions or provisions of the certificate of limited partnership, certificate of formation, limited liability company agreement, agreement of limited partnership or other equivalent governing instruments Governing Documents of any Partnership Partyof the WPZ Group Entities; (ii) conflict with or violate any provision of any Law applicable to any Partnership PartyLaws; (iii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, or result in the suspension, termination or cancellation of, or in a right of suspension, termination or cancellation of, any indenture, mortgage, agreement, contract, commitment, license, concession, Permitpermit, lease, joint venture or other agreement or instrument to which any of the Partnership Parties WPZ Group Entities is a party or by which either any of them is bound the WPZ Group Entities or to which any of their property is subjectassets are bound; or (iv) result in the creation of any Lien (other than Permitted Liens) on any of the Partnership Parties’ assetsassets or businesses of any of the WPZ Group Entities under any such indenture, mortgage, agreement, contract, commitment, license, concession, permit lease, joint venture or other instrument, except in the case of clauses (ii), (iii) or and (iv), ) for those items whichthat, individually or in the aggregate, would not have (or reasonably be reasonably expected to have) have a Partnership WPZ Material Adverse Effect; and. (b) no No consent, approval, license, Permitpermit, order or authorization of any Governmental Authority Entity or other Person is required to be obtained or made by any of the Partnership Parties WPZ Group Entities in connection with the execution, delivery, and performance of this Agreement and the Partnership Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except (i) as have been waived or obtained or with respect to which the time for asserting such right has expired or expired, (ii) for those that which individually or in the aggregate, aggregate would not reasonably be expected to have a Partnership WPZ Material Adverse Effect (including such consents, approvals, licenses, permits, orders or Permits authorizations 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), (iii) pursuant to the applicable requirements of the HSR Act or (iv) for matters expressly contemplated by this Agreement.

No Conflict; Consents. Except as set forth in on Disclosure Schedule 4.33.3: (a) the execution, delivery and performance of this Agreement by each of the Partnership Seller Parties does not, and the execution, delivery and performance by the Partnership Parties of any each of the Partnership Seller Ancillary Documents by each Seller Party party thereto will not, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not, (i) violate, conflict with any of, result in any breach of, or require the consent of any Person under, the terms, conditions or provisions of the certificate of limited partnershipcharter documents, certificate of formation, limited liability company agreement, agreement of limited partnership bylaws or other equivalent governing instruments of any Partnership either Seller Party; , Wxxxxxxx, Discovery or DGT, (ii) conflict with or violate any provision of any Law law or administrative rule or regulation or any judicial, administrative or arbitration order, award, judgment, writ, injunction or decree applicable to any Partnership either Seller Party, Wxxxxxxx, Discovery or DGT or Discovery’s or DGT’s assets or business (“Applicable Law”); (iii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, or result in the suspension, termination or cancellation of, or in a right of suspension, termination or cancellation of, (a) any indenture, mortgage, agreement, contract, commitment, license, concession, Permitpermit, lease, joint venture or other agreement or instrument to which any of the Partnership Parties either Seller Party, Discovery or DGT is a party or by which either it or any of them is its assets are bound or (b) any material indenture, mortgage, agreement, contract, commitment, license, concession, permit, lease, joint venture or other instrument to which any of their property Wxxxxxxx is subjecta party; or (iv) result in the creation of any Lien (other than Permitted Liens) on any of the Partnership Parties’ assetsDiscovery’s or DGT’s assets under any such indenture, mortgage, agreement, contract, commitment, license, concession, permit, lease, joint venture or other instrument, except in the case of clauses (ii), (iii) or and (iv), ) for those items which, individually or in the aggregate, would not have (or reasonably be reasonably expected to have) have a Partnership Discovery Material Adverse Effect; and; (b) no consent, approval, license, Permitpermit, order or authorization of any Governmental Authority or other Person is required to be obtained or made by the Partnership Parties either Seller Party, Wxxxxxxx, Discovery or DGT in connection with the execution, delivery, and performance of this Agreement and the Partnership Seller Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except (i) as have been waived or obtained or with respect to which the time for asserting such right has expired or expired, (ii) for those that which individually or in the aggregate, aggregate would not reasonably be expected to have a Partnership Discovery Material Adverse Effect (including such consents, approvals, licenses, permits, orders or Permits authorizations that are not customarily obtained prior to the Closing Closing) and are reasonably expected to be obtained in the ordinary course of business consistent with past practices following the ClosingClosing or (iii) pursuant to the applicable requirements of the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”); and (c) Wxxxxxxx Energy is not a “Defaulting Member” of Discovery, as such term is defined in Section 8.1 of the Existing LLC Agreement.

No Conflict; Consents. Except as set forth in on Section 3.3 of the Disclosure Schedule 4.3Letter: (a) the The execution, delivery and performance of this Agreement by the Partnership Parties does not, and the executionother Transaction Documents to which SPLC or SOPUS is a party by SPLC or SOPUS, delivery and performance by the Partnership Parties of any of the Partnership Ancillary Documents will as applicable, does not, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not, (i) violate, conflict with any ofwith, result in any breach of, or require the consent of any Person under, any of the terms, conditions or provisions of the certificate organizational documents of limited partnershipSPLC, certificate of formationSOPUS, limited liability company agreementMars, agreement of limited partnership Explorer, LOCAP, Odyssey or other equivalent governing instruments of any Partnership PartyTriton; (ii) conflict with or violate any provision of any Law law (including common law) or administrative rule or regulation or any judicial, administrative or arbitration order, award, judgment, writ, injunction or decree applicable to any Partnership PartySPLC, SOPUS, Mars, Explorer, LOCAP, Odyssey, Triton or the Assets (“Applicable Law”); (iii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, or result in the suspension, termination or cancellation of, or in a right of suspension, termination or cancellation of, any indenture, mortgage, agreement, contract, commitment, right of way, license, concession, Permitpermit, lease, joint venture or other agreement or instrument to which any of the Partnership Parties SPLC, SOPUS, Mars, Explorer, LOCAP, Odyssey or Triton is a party or by which either any of them is are bound or to which any of their property is the Assets are subject; or (iv) result in the creation of any Lien (other than Permitted Liens) on any of the Partnership Parties’ assetsAssets or on the Subject Interests under any such indenture, mortgage, agreement, contract, commitment, right of way, license, concession, permit, lease, joint venture or other instrument, except in the case of clauses (ii), (iii) or and (iv), ) for those items which, individually or in the aggregate, would not have (or reasonably be reasonably expected to have) have a Partnership Seller Material Adverse EffectEffect or result in any material liability or obligation of SHLX or Operating (other than any liability or obligation hereunder); and (b) no No consent, approval, license, Permitpermit, order or authorization of any Governmental Authority or other Person is required to be obtained or made by or with respect to SPLC, SOPUS, Mars, Explorer, LOCAP, Odyssey or Triton with respect to the Partnership Parties Subject Interests or the Assets in connection with the execution, delivery, delivery and performance of this Agreement and the Partnership Ancillary other Transaction Documents to which SPLC or SOPUS is a party or the consummation of the transactions contemplated hereby or thereby, except (i) as have been waived or obtained or with respect to which the time for asserting such right has expired or (ii) for those that which individually or in the aggregate, aggregate would not reasonably be expected to have a Partnership Seller Material Adverse Effect (including such consents, approvals, licenses, permits, orders or Permits authorizations 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 Conflict; Consents. Except Subject only to Skipping Stone Stockholder Approval and except as set forth in on Part 2.5 of the Skipping Stone Disclosure Schedule 4.3: (a) Schedule, the execution, execution and delivery and performance of this Agreement by the Partnership Parties Skipping Stone does not, and the executionand, delivery and performance by the Partnership Parties of any as of the Partnership Ancillary Documents will notEffective Time, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not, (i) violateconflict with, conflict with any of, or result in any breach violation of, or require the consent of any Person under, the terms, conditions or provisions of the certificate of limited partnership, certificate of formation, limited liability company agreement, agreement of limited partnership or other equivalent governing instruments of any Partnership Party; (ii) conflict with or violate any provision of any Law applicable to any Partnership Party; (iii) conflict with, result in a breach of, constitute a default under (whether with or without notice or the lapse of time time, or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, or result in the suspension, termination or cancellation of, or in give rise to a right of suspensiontermination, termination cancellation or cancellation ofacceleration of any obligation or loss of any benefit under (any such event, a "CONFLICT") (i) any indenture, provision of the certificate of incorporation or bylaws of Skipping Stone or any comparable governing document for each of its subsidiaries or (ii) any material mortgage, agreement, contract, commitment, license, concession, Permitindenture, lease, joint venture contract or other agreement or instrument instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation to which Skipping Stone or any of the Partnership Parties is a party its subsidiaries or by which either of them is bound or to which any of their property is respective properties or assets are subject; or (iv) result in the creation of any Lien (other than Permitted Liens) on any of the Partnership Parties’ assets, except in the case of clauses (ii), (iii) or (iv), for those items which, individually or in the aggregate, would not have (or be reasonably expected to have) a Partnership Material Adverse Effect; and (b) no . No consent, waiver, approval, license, Permit, order or authorization of of, or registration, declaration or filing with, any Governmental Authority or other Person any third party, including a party to any agreement with Skipping Stone or any of its subsidiaries (so as not to trigger any Conflict), is required by or with respect to be obtained Skipping Stone or made by the Partnership Parties any of its subsidiaries in connection with the execution, delivery, execution and performance delivery of this Agreement and the Partnership Ancillary Documents or the consummation of the transactions contemplated hereby or therebyhereby, except for (i) as have been waived or obtained or the filing of the Certificate of Merger with respect to which the time for asserting such right has expired or Secretary of State of the State of Delaware, (ii) for those that individually or in the aggregate, would not have a Partnership Material Adverse Effect (including such consents, waivers, approvals, orders orders, authorizations, registrations, declarations and filings (A) as may be required under applicable federal and state securities laws or Permits that are (B) which if not customarily obtained prior to the Closing and are would not reasonably be expected to be obtained in delay or hinder the ordinary course consummation of business consistent with past practices following the Closing)transactions contemplated by this Agreement or (iii) such other consents, waivers, authorizations, filings, approvals and registrations, if any, which are set forth on Part 2.5 of the Skipping Stone Disclosure Schedule.

No Conflict; Consents. Except as set forth in on Disclosure Schedule 4.33.3: (a) the execution, delivery and performance of this Agreement by the Partnership Contributing Parties does not, and the execution, delivery and performance of the CCA Agreement and each of the Pre-Contribution Agreements by the Partnership Contributing Parties or each of any of the Partnership Ancillary Documents their Affiliates that is a party thereto will not, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not, (i) violate, conflict with any of, result in any breach of, or require the consent of any Person under, the terms, conditions or provisions of the certificate of limited partnershipcharter documents, certificate bylaws, certificates of formation, limited liability company agreementagreements, agreement of limited partnership agreements or other equivalent governing instruments of any Partnership PartyContributing Party or any Contributed Entity or such Affiliates; (ii) conflict with or violate any provision of any Law law or administrative rule or regulation or any judicial, administrative or arbitration order, award, judgment, writ, injunction or decree applicable to any Partnership PartyContributing Party or any Contributed Entity or such Affiliates (“Applicable Law”); (iii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, or result in the suspension, termination or cancellation of, or in a right of suspension, termination or cancellation of, any indenture, mortgage, agreement, contract, commitment, license, concession, Permitpermit, lease, joint venture or other agreement or instrument to which any of the Partnership Parties Contributing Parties, any Contributed Entity or their Affiliates is a party or by which either of them is bound it or to which any of their property is subjectthe Contributed Entities’ Assets are bound; or (iv) result in the creation of any Lien (other than Permitted Liens) on any of the Partnership PartiesContributed Entities’ assetsAssets under any such indenture, mortgage, agreement, contract, commitment, license, concession, permit, lease, joint venture or other instrument, except in the case of clauses (ii), (iii) or and (iv), ) for those items which, individually or in the aggregate, would not have (or reasonably be reasonably expected to have) have a Partnership Contributed Entity Material Adverse Effect; and (b) no consent, approval, license, Permitpermit, order or authorization of any Governmental Authority or other Person is required to be obtained or made by any of the Partnership Contributing Parties or their Affiliates, or the Contributed Entities with respect to the Contributed Interest, in connection with the execution, delivery, delivery and performance of this Agreement, the CCA Agreement and or any of the Partnership Ancillary Documents Pre-Contribution Agreements or the consummation of the transactions contemplated hereby or thereby, except (i) as have been waived or obtained or with respect to which the time for asserting such right has expired or expired, (ii) for those that which individually or in the aggregate, aggregate would not reasonably be expected to have a Partnership Contributed Entity Material Adverse Effect (including such consents, approvals, licenses, permits, orders or Permits authorizations 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), or (iii) pursuant to the applicable requirements, if any, of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”).

No Conflict; Consents. Except as set forth in on Section 3.3 of the Disclosure Schedule 4.3Letter: (a) the The execution, delivery and performance of this Agreement by the Partnership Parties does not, and the execution, delivery and performance Assignment Agreement by the Partnership Parties of any of the Partnership Ancillary Documents will SOPUS does not, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not, (i) violate, conflict with any ofwith, result in any breach of, or require the consent of any Person under, any of the terms, conditions or provisions of the certificate of limited partnership, certificate of formation, limited liability company agreement, agreement of formation or limited partnership agreement or other equivalent governing instruments organizational documents of any Partnership PartySOPUS or Poseidon; (ii) conflict with or violate any provision of any Law law or administrative rule or regulation or any judicial, administrative or arbitration order, award, judgment, writ, injunction or decree applicable to any Partnership PartySOPUS or Poseidon (“Applicable Law”); (iii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, or result in the suspension, termination or cancellation of, or in a right of suspension, termination or cancellation of, any indenture, mortgage, agreement, contract, commitment, license, concession, Permitpermit, lease, joint venture or other agreement or instrument to which any of the Partnership Parties SOPUS or Poseidon is a party or by which either of them is bound or to which any of their property is subjectthe Assets are bound; or (iv) result in the creation of any Lien (other than Permitted Liens) on any of the Partnership Parties’ assetsAssets or on the Subject Interests under any such indenture, mortgage, agreement, contract, commitment, license, concession, permit, lease, joint venture or other instrument, except in the case of clauses (ii), (iii) or and (iv), ) for those items which, individually or in the aggregate, would not have (or reasonably be reasonably expected to have) have a Partnership Material Adverse EffectEffect or result in any material liability or obligation of SHLX or Operating (other than any liability or obligation hereunder); and (b) no No consent, approval, license, Permitpermit, order or authorization of any Governmental Authority or other Person is required to be obtained or made by SOPUS or Poseidon with respect to the Partnership Parties Subject Interests in connection with the execution, delivery, delivery and performance of this Agreement and the Partnership Ancillary Documents Assignment Agreement or the consummation of the transactions contemplated hereby or thereby, except (i) as have been waived or obtained or with respect to which the time for asserting such right has expired or (ii) for those that which individually or in the aggregate, aggregate would not reasonably be expected to have a Partnership Material Adverse Effect (including such consents, approvals, licenses, permits, orders or Permits authorizations 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 Conflict; Consents. Except (a) Provided that all consents, declarations, orders, approvals, authorizations, actions, filings and notifications described in Section 3.03(b) have been obtained or made and except as set forth in on Section 3.03(a) of the Disclosure Schedule 4.3: (a) the executionSchedule, delivery and performance of this Agreement by the Partnership Parties does not, and the execution, delivery and performance by Seller of this Agreement does not, the Partnership Parties of any execution, delivery and performance by Seller or its controlled Affiliates of the Partnership Ancillary Documents Agreements to which it or its applicable controlled Affiliate is specified to be a party will not, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated hereby Closing by Seller does not and thereby will not, not (i) violate, violate or conflict with any of, result in any breach of, or require the consent of any Person under, the terms, conditions or provisions of the certificate of limited partnershipincorporation, certificate of formation, bylaws, limited liability company agreementagreement or similar organizational document, agreement of limited partnership or other equivalent governing instruments including in each case, any amendments thereto (each an “Organizational Document”), of any Partnership Party; member of the Seller Group, (ii) conflict with or violate any provision of any Law or Governmental Order applicable to any Partnership Party; the PP&S Business or the Purchased Assets, or (iii) conflict with, result in a any breach of, constitute a default under (whether or event which, with notice or without the giving of notice, lapse of time, or both, would become a default) under, result in a loss of any benefit under, or result in the creation or imposition of a Lien (other than Permitted Liens) upon any property or assets of any member of the Seller Group pursuant to, any Material Contract or Material Permit, or give to any Person any rights of termination, amendment, modification, acceleration or cancellation of (in each case, with or without notice, lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, notice, approval or authorization under any Assumed Contract or approval under, or result in the suspension, termination or cancellation of, or in a right of suspension, termination or cancellation of, any indenture, mortgage, agreement, contract, commitment, license, concession, Assumed Permit, leaseexcept, joint venture or other agreement or instrument to which any of the Partnership Parties is a party or by which either of them is bound or to which any of their property is subject; or (iv) result in the creation of any Lien (other than Permitted Liens) on any of the Partnership Parties’ assets, except in the case of clauses (ii), ) and (iii) or (iv), for those items whichany such conflicts, violations, breaches, defaults, losses of benefits, Liens, or rights as (x) would not reasonably be expected to be, individually or in the aggregate, material to the PP&S Business taken as a whole, including the Purchased Entities, Purchased Assets or Assumed Liabilities or (y) would not have (or reasonably be reasonably expected to have) a Partnership Material Adverse Effect; and (b) no consentexpected, approval, license, Permit, order or authorization of any Governmental Authority or other Person is required to be obtained or made by the Partnership Parties in connection with the execution, delivery, and performance of this Agreement and the Partnership Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except (i) as have been waived or obtained or with respect to which the time for asserting such right has expired or (ii) for those that individually or in the aggregate, to prevent or materially delay the ability of Seller to perform its obligations under this Agreement or consummate the transactions contemplated by the Transaction Agreements. (b) The execution, delivery and performance by Seller of this Agreement does not, the execution, delivery and performance by each applicable member of the Seller Group of the Ancillary Agreements will not, and the consummation of the Closing by Seller will not require any consent, declaration, registration, order, approval, authorization or other action by, or any filing with or notification to, any Governmental Authority, except (i) in connection, or in compliance with, the notification and waiting period requirements of the HSR Act and the Governmental Approvals required under other Competition and Investment Laws, or (ii) where the failure to obtain such consent, declaration, registration, order, approval, authorization or action or to make such filing or notification would not have a Partnership Material Adverse Effect (including such consentsreasonably be expected to be, approvals, orders individually or Permits that are not customarily obtained prior in the aggregate material to the Closing and are reasonably expected to be obtained in PP&S Business taken as a whole, including the ordinary course of business consistent with past practices following the Closing)Purchased Entities, Purchased Assets or Assumed Liabilities.

No Conflict; Consents. Except as set forth in Disclosure Schedule 4.3: (a) the execution, The execution and delivery and performance of this Agreement by the Partnership Parties such Stockholder does not, and the execution, delivery and performance by the Partnership Parties of any such Stockholder of the Partnership Ancillary Documents obligations under this Agreement and the compliance by such Stockholder with any provisions hereof do not and will not, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not, : (i) violate, conflict with any of, result in any breach of, or require the consent of any Person under, the terms, conditions or provisions of the certificate of limited partnership, certificate of formation, limited liability company agreement, agreement of limited partnership or other equivalent governing instruments of any Partnership Party; (ii) conflict with or violate any provision of any Law Laws applicable to any Partnership Party; such Stockholder, or (iiiii) conflict with, result in a any breach of, of or constitute a default under (whether or an event that with notice or the lapse of time or both)both would become a default) under, or accelerate give to others any rights of termination, amendment, acceleration or permit the acceleration of the performance required by, or require any consent, authorization or approval undercancellation of, or result in the suspension, termination or cancellation of, or in creation of a right Lien on any of suspension, termination or cancellation ofthe shares of Company Common Stock Beneficially Owned by such Stockholder pursuant to, any indenturenote, bond, mortgage, agreementindenture, contract, commitmentagreement, lease, license, concessionpermit, Permit, lease, joint venture franchise or other agreement instrument or instrument obligation to which any of the Partnership Parties such Stockholder is a party or by which either of them such Stockholder is bound or to which any of their property is subject; or (iv) result in the creation of any Lien (other than Permitted Liens) on any of the Partnership Parties’ assets, except in the case of clauses (ii), (iii) or (iv), for those items which, individually or in the aggregate, would not have (or be reasonably expected to have) a Partnership Material Adverse Effect; andbound. (b) Other than any filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations pursuant to, in compliance with or required to be made under the Exchange Act, no consentfilings, approvalnotices, licensereports, Permitconsents, order registrations, approvals, permits, waivers, expirations of waiting periods or authorization of authorizations are required to be obtained by such Stockholder from, or to be given by such Stockholder to, or be made by such Stockholder with, any Governmental Authority or any other Person is required to be obtained or made by the Partnership Parties Person, in connection with the execution, delivery, execution and performance delivery of this Agreement and the Partnership Ancillary Documents or the consummation performance by such Stockholder of the transactions contemplated hereby his, her or thereby, except (i) as have been waived or obtained or with respect to which the time for asserting such right has expired or (ii) for those that individually or in the aggregate, would not have a Partnership Material Adverse Effect (including such consents, approvals, orders or 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)its obligations hereunder.

No Conflict; Consents. Except as set forth in Disclosure Schedule 4.3: (a) would not reasonably be expected to have a Material Adverse Effect on the executionability of SWPL to enter into and perform its obligations under this Agreement, the execution and delivery and performance of this Agreement by the Partnership Parties does not, and the execution, delivery and performance by the Partnership Parties of any of the Partnership Ancillary Documents will not, and the fulfillment and compliance with the terms and conditions hereof and thereof Seller and the consummation of the transactions contemplated hereby by Seller do not and thereby will shall not, : (ia) violate, conflict with any of, result in any breach of, or require the consent of any Person under, the terms, conditions or provisions of the certificate of limited partnership, certificate of formation, limited liability company agreement, agreement of limited partnership or other equivalent governing instruments of any Partnership Party; (ii) conflict with or violate any provision of any Law applicable to any Partnership Party; (iii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, SWPL or require any filing with, consent, approval or authorization or approval under, or result in the suspension, termination or cancellation of, or in a right notice to, any Governmental Authority; (b) violate any Organizational Document of suspensionSWPL; (c) require any filing with or permit, termination consent or cancellation approval of, or the giving of any indenturenotice to, mortgage, agreement, contract, commitment, license, concession, Permit, lease, joint venture or other agreement or instrument any Person; or (i) breach any Contract to which any of the Partnership Parties SWPL is a party or by which either SWPL may be bound, (ii) result in the termination of them is bound or to which any of their property is subject; or such Contract, (iviii) result in the creation of any Lien under any Contract or (iv) constitute an event that, after notice or lapse of time or both, would result in any such breach, termination or creation of a Lien. For purposes of this Section 4.2, Material Adverse Effect shall be determined without giving effect to clause (v) of the exclusions to the definition of Material Adverse Effect. 2832364_4.DOC . (a) The Shares constitute all of the issued and outstanding shares of capital stock of SWPL. The Shares are duly authorized, validly issued, fully paid, nonassessable and are free and clear of any Lien or other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such shares, subject only to applicable securities Laws) and were not issued in violation of any preemptive or other similar right. (b) There are no (i) outstanding shares of capital stock, equity interests or other securities of SWPL other than Permitted Liensthe Shares, (ii) outstanding securities of SWPL convertible into, exchangeable or exercisable for shares of capital stock, equity interests or other securities of SWPL, (iii) authorized or outstanding options, warrants or other rights to purchase or acquire from SWPL, or obligations of SWPL to issue, any capital stock, equity interests or other securities, including securities convertible into or exchangeable for capital stock or other securities of SWPL or (iv) authorized or outstanding bonds, debentures, notes or other indebtedness that entitles the holders to vote (or convertible or exercisable for or exchangeable into securities that entitle the holders to vote) with holders of shares, units or interests of SWPL on any of matter (the Partnership Parties’ assetsitems in clauses (i), except in the case of clauses (ii), (iii) or and (iv) being referred to collectively as the “Company Securities”). There are no outstanding obligations of SWPL to repurchase, redeem or otherwise acquire any Company Securities. (c) Except for those items whichthe Partnership Interest described in Section 4.4 and except for any indirect interest in any NOARK Subsidiary, individually SWPL does not own, directly or in the aggregateindirectly, would any capital stock, equity interests or other securities of any Person and does not have (or be reasonably expected to have) a Partnership Material Adverse Effect; and (b) no consent, approval, license, Permit, order or authorization of any Governmental Authority or other Person is required to be obtained or made by the Partnership Parties in connection with the execution, delivery, and performance of this Agreement and the Partnership Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except (i) as have been waived or obtained or with respect to which the time for asserting such right has expired or (ii) for those that individually or in the aggregate, would not have a Partnership Material Adverse Effect (including such consents, approvals, orders or 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)Subsidiaries.

No Conflict; Consents. Except as set forth in Disclosure Schedule 4.3: (a) No notice to or filing with, and no permit, authorization, waiver, consent or approval of, any arbitrator, court, nation, government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial regulatory or administrative functions of, or pertaining to, government (in each case, whether foreign or domestic) (a “Governmental Entity”), or any other Person is necessary for the execution, delivery and or performance of this Agreement and the other agreements contemplated hereby by the Partnership Parties does notSellers or the consummation by the Sellers of the transactions contemplated by this Agreement, except for (i) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities laws and the securities laws of any foreign country; (ii) such antitrust filings as may be required in any jurisdiction and which have been obtained; and (iii) such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, could not be reasonably expected to have a Company Material Adverse Effect. (b) No consent, order, authorization, approval, declaration or filing is required on the part of any Seller for or in connection with the execution, delivery and or performance by the Partnership Parties of any of the Partnership Ancillary Documents will not, this Agreement and the fulfillment other agreements, documents and compliance with instruments of such Seller contemplated hereby. Neither the terms execution and conditions hereof and thereof and delivery of this Agreement by any Seller, the consummation by such Seller of the transactions contemplated hereby and thereby nor compliance by such Seller with any of the provisions hereof will not, (i) violate, conflict with any of, or result in any breach of any provision of Xxxxxxxxx Inc.’s certificate of incorporation or bylaws, (ii) result in a violation or breach of, or require constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration or result in the consent creation of any Person mortgage, pledge, charge, security interest, lien, claim or encumbrance of any kind (collectively, a “Lien”)) under, any of the terms, conditions or provisions of the certificate of limited partnershipany note, certificate of formation, limited liability company agreement, agreement of limited partnership or other equivalent governing instruments of any Partnership Party; (ii) conflict with or violate any provision of any Law applicable to any Partnership Party; (iii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, or result in the suspension, termination or cancellation of, or in a right of suspension, termination or cancellation of, any indenturebond, mortgage, agreementindenture, license, permit, authorization, franchise, contract, commitment, license, concession, Permit, lease, joint venture agreement or other agreement instrument or instrument obligation to which any of the Partnership Parties such Seller is a party or by which either it or any of them is its properties or assets may be bound or to which any of their property is subject; or (iv) result in the creation of any Lien (other than Permitted Liens) on any of the Partnership Parties’ assets, except in the case of clauses (ii), (iii) violate any order, writ, injunction, decree, statute, rule or (iv)regulation applicable to such Seller, for those items which, individually or in the aggregate, would not have (its properties or be reasonably expected to have) a Partnership Material Adverse Effect; and (b) no consent, approval, license, Permit, order or authorization of any Governmental Authority or other Person is required to be obtained or made by the Partnership Parties in connection with the execution, delivery, and performance of this Agreement and the Partnership Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except (i) as have been waived or obtained or with respect to which the time for asserting such right has expired or (ii) for those that individually or in the aggregate, would not have a Partnership Material Adverse Effect (including such consents, approvals, orders or 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)assets.

No Conflict; Consents. Except as set forth in Disclosure Schedule 4.3: (a) Except for those set forth on Schedule 5.3(a) (collectively, the “Parent/Sub Required Governmental Authorizations”), no Governmental Authorization of, or filing with, any Governmental Authority is required on the part of Parent or Sub in connection with the execution, delivery and performance of this Agreement by the Partnership Parties does notand, and the execution, delivery and performance by the Partnership Parties of any as of the Partnership Ancillary Documents will not, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not, (i) violate, conflict with any of, result in any breach of, or require the consent of any Person underClosing, the terms, conditions or provisions of the certificate of limited partnership, certificate of formation, limited liability company agreement, agreement of limited partnership or other equivalent governing instruments of any Partnership Party; (ii) conflict with or violate any provision of any Law applicable to any Partnership Party; (iii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, or result in the suspension, termination or cancellation of, or in a right of suspension, termination or cancellation of, any indenture, mortgage, agreement, contract, commitment, license, concession, Permit, lease, joint venture or other agreement or instrument to which any of the Partnership Parties is a party or by which either of them is bound or to which any of their property is subject; or (iv) result in the creation of any Lien (other than Permitted Liens) on any of the Partnership Parties’ assets, except in the case of clauses (ii), (iii) or (iv), for those items which, individually or in the aggregate, would not have (or be reasonably expected to have) a Partnership Material Adverse Effect; and (b) no consent, approval, license, Permit, order or authorization of any Governmental Authority or other Person is required to be obtained or made by the Partnership Parties in connection with the execution, delivery, and performance of this Agreement and the Partnership Ancillary Transaction Documents or the consummation of the transactions contemplated hereby or and thereby, except (i) as have been waived filings, consents or obtained approvals which, if not made or with respect to which the time for asserting such right has expired or (ii) for those that obtained, would not, individually or in the aggregate, would not have a Partnership Material Adverse Effect (including such consents, approvals, orders reasonably be expected to materially impede or Permits that are not customarily obtained prior to delay the Closing or the ability of Parent or Sub to fulfill its obligations hereunder or under the other Transaction Documents to which either Parent or Sub is or will be a party as of the Closing, (ii) those that may be required because of Beyond6’s participation in the transactions contemplated by this Agreement and the other Transaction Documents and (iii) those customarily given or obtained post-closing for transactions of the type contemplated herein. (b) Except as set forth on Schedule 5.3(b), and assuming receipt of the Parent/Sub Required Governmental Authorizations, the execution and delivery of this Agreement and, as of the Closing, the other Transaction Documents by Parent or Sub and the performance by Parent and Sub of their respective obligations hereunder and thereunder, will not result in (i) any conflict with the Organizational Documents of either Parent or Sub, (ii) any breach or violation of or default under, or constitute or give rise to a termination or right of termination of, acceleration of any obligation or loss of any benefit under, any material Contract to which Parent or Sub is a party or by which Parent or Sub or any of their respective properties or assets are bound, (iii) a violation of or default under any Law or Governmental Authorization to which Parent or Sub is subject or (iv) the creation or imposition of any Lien, except, in the case of the foregoing clauses (ii), (iii) and (iv) as would not, individually or in the aggregate, reasonably be expected to materially impede or delay the Closing or the ability of Parent or Sub to fulfill their respective obligations hereunder or under the other Transaction Documents to which either Parent or Sub is or will be obtained in the ordinary course a party as of business consistent with past practices following the Closing).

No Conflict; Consents. Except as set forth in Section 4.3 of the Jaguar Disclosure Schedule 4.3: (a) Letter, none of the execution, delivery and or performance of this Agreement or any Ancillary Document to which such Jaguar Party or any of its Subsidiaries is a party, the consummation by such Jaguar Party and its Subsidiaries of the Partnership Parties does notdirect or indirect sale of its Included Assets, and the execution, delivery and performance Equity Issuance or any other Transaction or compliance by the Partnership Parties such Jaguar Party or any of its Subsidiaries with any of the Partnership provisions of this Agreement or any Ancillary Documents Document will not, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not, (i) violate, conflict with any of, or result in any breach of any provision of such Jaguar Party’s or any of its Subsidiaries’ Governing Documents, (ii) require any filing by such Jaguar Party or any of its Subsidiaries with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity (except for (x) compliance with any applicable requirements of the Exchange Act, (y) filings, permits, authorizations, consents, waiting period expirations or terminations, and approvals as may be required under the HSR Act or (z) such filings as may be required in connection with state and local transfer Taxes), (iii) automatically result in a modification, violation or breach of, or require the consent constitute (with or without notice or lapse of time or both) a default (or give rise to any Person right, including, but not limited to, any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of the certificate of limited partnershipany Jaguar Ground Lease, certificate of formation, limited liability company agreement, agreement of limited partnership Jaguar Lease or other equivalent governing instruments of any Partnership Party; (ii) conflict with or violate any provision of any Law applicable to any Partnership Party; (iii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, or result in the suspension, termination or cancellation of, or in a right of suspension, termination or cancellation of, any indenture, mortgage, agreement, contract, commitment, license, concession, Permit, lease, joint venture or other agreement or instrument material contract to which such Jaguar Party or any of the Partnership Parties its Subsidiaries is a party or by which either of them is bound or to which any of their property is subject; or Included Assets are bound, (iv) result assuming that all consents, approvals, authorizations, waiting period expirations or terminations, and permits described in the creation Section 4.3(ii)(y) have been obtained, and all filings and notifications described in Section 4.3(ii)(y) have been made, violate any order, writ, injunction, decree or Law applicable to such Jaguar Party or any of its Subsidiaries or any Lien of their respective properties or assets, (v) require any consent or approval of, or notice to, any other than Permitted Liens) on Person, under any of the Partnership Parties’ assetsterms, conditions or provisions of (x) any Jaguar Ground Lease other than any Jaguar Ground Lease set forth in Section 4.3(v)(x) of the Jaguar Disclosure Letter (the “Required Jaguar Ground Lease Consents”), (y) any Joint Venture Agreement other than any Joint Venture Agreement set forth on Section 4.3(v)(y) of the Jaguar Disclosure Letter (the “Required Jaguar JV Consents”), or (z) any Contract constituting an Indebtedness obligation of such Jaguar Party or any of its Subsidiaries that relates to any of the Included Assets or pursuant to which Giants or any of its Subsidiaries (including, after the Closing, the Included Entities and the Jaguar Management Entities) could become an obligor pursuant to the Transactions other than any such Contract set forth on Section 4.3(v)(z) of the Jaguar Disclosure Letter (the “Required Jaguar Debt Consents”), or (vi) require any consent or approval of, or notice to, any other Person, including, without limitation, from limited partners, members or parties to leases or other agreements, except in the case of as to clauses (i), (ii), (iiiiv) or and (ivvi), respectively, for those items whichany such conflicts, individually violations, breaches, defaults or in the aggregate, other occurrences which would not have (materially and adversely affect any Included Asset or be reasonably expected to have) a Partnership Material Adverse Effect; and (b) no consent, approval, license, Permit, order or authorization of any Governmental Authority or other Person is required to be obtained or made by the Partnership Parties in connection with the execution, delivery, and performance of this Agreement and the Partnership Ancillary Documents Jaguar Management Entity or the consummation of the transactions any contribution or merger contemplated hereby or thereby, except (i) as have been waived or obtained or with respect to which the time for asserting such right has expired or (ii) for those that individually herein or in the aggregate, would not have a Partnership Material Adverse Effect (including such consents, approvals, orders any Contribution Agreement or 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)Merger Agreement.

No Conflict; Consents. (a) Except as set forth in on Section 2.5(a) of the Disclosure Schedule 4.3: (a) Schedules, as of the date hereof, the execution, delivery and performance of this Agreement by each of the Partnership Parties does notSeller Parties, and the execution, delivery and performance consummation by the Partnership Parties of any of the Partnership Ancillary Documents will not, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation such Seller Party of the transactions contemplated hereby and thereby hereby, will not, (i) violateviolate any provision of the organizational documents of the Seller, conflict with any of, (ii) result in any a violation or breach of, or require the consent of any Person under, the terms, conditions or provisions of the certificate of limited partnership, certificate of formation, limited liability company agreement, agreement of limited partnership or other equivalent governing instruments of any Partnership Party; constitute (ii) conflict with or violate any provision without the giving of any Law applicable to any Partnership Party; (iii) conflict withnotice, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), ) a default (or accelerate or permit the acceleration give rise to any right of the performance required by, or require any consent, authorization or approval under, or result in the suspension, termination or cancellation of, of obligations or in acceleration of any obligation or to loss of a right of suspension, termination or cancellation ofbenefit) under, any indentureAssigned Contract, mortgageprovided, agreementthat Seller shall use its commercially efforts, contractat Seller’s cost and expense, commitmentto assist Purchaser in obtaining the Big Three Consents as further set forth herein; or (iii) assuming that all filings, licenseregistrations and notifications have been made as contemplated by Section 2.5(b) and/or Section 3.3(b) (collectively, concessionthe “Required Actions”), Permit, lease, joint venture violate any Law applicable to any of the Seller Parties or other agreement or instrument to by which any of the Partnership Parties is a party or by which either of them is bound or to which any of their property is subject; or (iv) result in the creation of any Lien (Purchased Assets are bound, other than Permitted Liens) on any of the Partnership Parties’ assetsthan, except in the case of clauses (ii), ) and (iii) above, any such violations, breaches, defaults, or (iv), for those items whichrights of termination or cancellation of obligations which would not, individually or in the aggregate, would not have (result in a material fine, penalty or be reasonably expected expense or materially affect the ability of Seller to have) a Partnership Material Adverse Effect; andconduct their business as currently conducted. (b) no Except for the consents, waivers, approvals, authorizations, filings, registrations or notifications set forth on Section 2.5(b) of the Disclosure Schedules (the “Required Consents”), as of the date hereof, the execution, delivery and performance of this Agreement by each of the Seller Parties, and the consummation by such Seller Party of the transactions contemplated hereby, will not require any consent, waiver, approval, licenseor authorization, Permitor filing or registration with or notification (“Authorization”) to, order or authorization of any Governmental Authority or other Person is required except for: (i) any facts or circumstances related to the Purchaser; and (ii) such consents, waivers, approvals, authorizations, Permits, filings, registrations or notifications from Persons other than any Governmental Authority which, if not made or obtained, would not reasonably be obtained expected to result in a material expense or made by materially affect the Partnership Parties in connection with ability of Seller to conduct its business as currently conducted or prevent or materially impair or delay any the execution, delivery, and performance of this Agreement and the Partnership Ancillary Documents or the consummation of Seller Parties’ ability to consummate the transactions contemplated hereby or thereby, except (i) as have been waived or obtained or with respect to which the time for asserting such right has expired or (ii) for those that individually or in the aggregate, would not have a Partnership Material Adverse Effect (including such consents, approvals, orders or 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)hereby.

No Conflict; Consents. Except as set forth in on Disclosure Schedule 4.33.3: (a) the execution, delivery and performance of this Agreement by the Partnership Parties Development and Operations does not, and the execution, delivery and performance by the Partnership Parties of any of the Partnership Ancillary Documents Assignment Agreement by Operations will not, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not, , (i) violate, conflict with any ofwith, result in any breach of, or require the consent of any Person under, any of the terms, conditions or provisions of the certificate of formation, limited partnership, certificate of formationpartnership agreement, limited liability company agreement, agreement of limited partnership or other equivalent governing instruments of any Partnership PartyDevelopment, Operations or the Company; (ii) conflict with or violate any provision of any Law law or administrative rule or regulation or any judicial, administrative or arbitration order, award, judgment, writ, injunction or decree applicable to any Partnership PartyDevelopment, Operations or the Company (“Applicable Law”); (iii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, or result in the suspension, termination or cancellation of, or in a right of suspension, termination or cancellation of, any indenture, mortgage, agreement, contract, commitment, license, concession, Permitpermit, lease, joint venture or other agreement or instrument to which any of Development, Operations or the Partnership Parties Company is a party or by which either any of them is bound or to which any of their property is subjectthe Company Assets are bound; or (iv) result in the creation of any Lien (other than Permitted Liens) on any of the Partnership Parties’ assetsCompany Assets under any such indenture, mortgage, agreement, contract, commitment, license, concession, permit, lease, joint venture or other instrument, except in the case of clauses (ii), (iii) or and (iv), ) for those items which, individually or in the aggregate, would not have (or reasonably be reasonably expected to have) have a Partnership Company Material Adverse Effect; and (b) no consent, approval, license, Permitpermit, order or authorization of any Governmental Authority or other Person is required to be obtained or made by Operations or the Partnership Parties Company with respect to the Subject Interest in connection with the execution, delivery, delivery and performance of this Agreement and the Partnership Ancillary Documents Assignment Agreement or the consummation of the transactions contemplated hereby or thereby, except (i) as have been waived or obtained or with respect to which the time for asserting such right has expired or (ii) for those that which individually or in the aggregate, aggregate would not reasonably be expected to have a Partnership Company Material Adverse Effect (including such consents, approvals, licenses, permits, orders or Permits authorizations 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 Conflict; Consents. Except (a) Provided that all consents, declarations, orders, approvals, authorizations, actions, filings and notifications described in Section 3.03(b) have been obtained or made and except as set forth in on Section 3.03(a) of the Disclosure Schedule 4.3: (a) the executionSchedule, delivery and performance of this Agreement by the Partnership Parties does not, and the execution, delivery and performance by Seller of this Agreement does not, the Partnership Parties of any execution, delivery and performance by Seller or its Subsidiaries of the Partnership Ancillary Documents Transaction Agreements to which it or its applicable Subsidiary is specified to be a party will not, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated hereby and thereby Closing by Seller will not, not (i) violate, violate or conflict with the certificate of incorporation, bylaws or similar organizational documents, including in each case, any ofamendments thereto (each an “Organizational Document”) of any member of the Seller Group, (ii) conflict with or violate any Law or Governmental Order applicable to the Distribution Business or the Purchased Assets, or (iii) conflict with, result in any breach of, or require constitute a default (or event which, with the consent giving of any Person notice or lapse of time, or both, would become a default) under, the terms, conditions or provisions of the certificate of limited partnership, certificate of formation, limited liability company agreement, agreement of limited partnership or other equivalent governing instruments of any Partnership Party; (ii) conflict with or violate any provision of any Law applicable to any Partnership Party; (iii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse loss of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval benefit under, or result in the suspension, termination creation or cancellation of, or in imposition of a right of suspension, termination or cancellation of, any indenture, mortgage, agreement, contract, commitment, license, concession, Permit, lease, joint venture or other agreement or instrument to which any of the Partnership Parties is a party or by which either of them is bound or to which any of their property is subject; or (iv) result in the creation of any Lien (other than Permitted Liens) on upon the Purchased Assets pursuant to, require the consent under, or require notice under or pursuant to, or require the payment of any additional fee, penalty or amount under, any Material Contract or Material Permit, or give any Person any right of the Partnership Parties’ assetstermination, amendment, acceleration or cancellation of, any Purchased Asset or Assumed Permit, except in the case of clauses (ii), ) and (iii) or (iv), for those items whichany such conflicts, violations, breaches or defaults as (x) would not reasonably be expected to be material to the Distribution Business, Purchased Assets, or Assumed Liabilities and (y) would not reasonably be expected, individually or in the aggregate, would not have (to prevent or be reasonably expected materially delay the ability of Seller to have) a Partnership Material Adverse Effect; andperform its obligations under this Agreement or the Ancillary Agreements or consummate the Transactions. (b) no consentThe execution, approvaldelivery and performance by Seller of this Agreement does not, license, Permit, order or authorization of any Governmental Authority or other Person is required to be obtained or made by the Partnership Parties in connection with the execution, deliverydelivery and performance by each applicable member of the Seller Group of the Ancillary Agreements will not, and performance of this Agreement and the Partnership Ancillary Documents or the consummation of the transactions contemplated hereby Closing by Seller will not require any consent, declaration, order, approval, authorization or therebyother action by, or any filing with or notification to, any Governmental Authority, except (i) as have been waived in connection, or obtained or with respect to which in compliance with, the time for asserting such right has expired notification and waiting period requirements of the HSR Act and any other applicable Competition and Investment Laws or (ii) for those that where the failure to obtain such consent, declaration, order, approval, authorization or action or to make such filing or notification (x) would not reasonably be expected to be material to the Distribution Business, Purchased Assets, or Assumed Liabilities and (y) would not reasonably be expected, individually or in the aggregate, would not have a Partnership Material Adverse Effect (including such consents, approvals, orders to prevent or Permits that are not customarily obtained prior materially delay the ability of Seller to perform its obligations under this Agreement or the Closing and are reasonably expected to be obtained in Ancillary Agreements or consummate the ordinary course of business consistent with past practices following the Closing)Transactions.

No Conflict; Consents. (a) The execution, delivery and performance by the Company of this Agreement and the Ancillary Agreements to which it is a party, and the consummation of the transactions contemplated hereby and thereby, including the Merger, do not and will not, with or without the giving of notice or the lapse of time, or both: (i) subject to, in the case of the Merger, obtaining the Shift Stockholder Vote, conflict with or result in a violation or breach of, or default under, any Organizational Documents of Shift (“Shift Charter Documents”); (ii) subject to, in the case of the Merger, obtaining the Shift Stockholder Vote, conflict with or result in a violation or breach of any provision of any applicable Law or Governmental Order applicable to the Company; (iii) except as set forth in Section 4.3 of the Disclosure Schedules, require the consent or notice by any Person under, conflict with, result in a material violation or material breach of, constitute a material default or an event that, with or without notice or lapse of time or both, would constitute a material default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract or any Permit affecting the properties, assets or Business; or (iv) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of any Company Entity, except, with respect to the foregoing clauses (ii), (iii) and (iv), as would not reasonably be expected to have an adverse effect on the Company Entities, taken together, that is material in the aggregate. (b) Except as set forth on Section 4.3(b) of the Disclosure Schedule, no consent, approval, Permit, or authorization of, or exemption by, or filing with or notice to, any Governmental Authority is required to be obtained or made by any Company Entity in Disclosure Schedule 4.3: (a) connection with the execution, delivery and performance of this Agreement by the Partnership Parties does not, and the execution, delivery and performance by the Partnership Parties of any of the Partnership Ancillary Documents will not, and the fulfillment and compliance with the terms and conditions hereof and thereof Agreements and the consummation of the transactions contemplated hereby and thereby will not, (i) violate, conflict with any of, result in any breach of, or require the consent of any Person under, the terms, conditions or provisions of the certificate of limited partnership, certificate of formation, limited liability company agreement, agreement of limited partnership or other equivalent governing instruments of any Partnership Party; (ii) conflict with or violate any provision of any Law applicable to any Partnership Party; (iii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, or result in the suspension, termination or cancellation of, or in a right of suspension, termination or cancellation of, any indenture, mortgage, agreement, contract, commitment, license, concession, Permit, lease, joint venture or other agreement or instrument to which any of the Partnership Parties is a party or by which either of them is bound or to which any of their property is subject; or (iv) result in the creation of any Lien (other than Permitted Liens) on any of the Partnership Parties’ assets, except in the case of clauses (ii), (iii) or (iv), for those items which, individually or in the aggregate, would not have (or be reasonably expected to have) a Partnership Material Adverse Effect; and (b) no consent, approval, license, Permit, order or authorization of any Governmental Authority or other Person is required to be obtained or made by the Partnership Parties in connection with the execution, delivery, and performance of this Agreement and the Partnership Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except (i) for the effectiveness of the filing of the Certificate of Merger with the Secretary of State of Delaware, the effectiveness of the Registration Statement and such filings as have been waived may be required under the HSR Act or obtained or with respect to which the time for asserting such right has expired or (ii) for those that individually or in the aggregate, would not have a Partnership Material Adverse Effect (including such consents, approvals, orders or 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)any other antitrust Law.

No Conflict; Consents. Except as set forth in Disclosure Schedule 4.3: (a) the execution, The execution and delivery and performance of this Agreement by the Partnership Parties such Requisite Shareholder does not, and the execution, delivery and performance by the Partnership Parties of any such Requisite Shareholder of the Partnership Ancillary Documents obligations under this Agreement and the compliance by such Requisite Shareholder with the provisions hereof do not and will not, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not, : (i) violate, conflict with or violate any ofLaw applicable to such Requisite Shareholder, (ii) contravene or conflict with, or result in any violation or breach of, or require the consent any provision of any Person under, the terms, conditions or provisions of the certificate of limited partnershipcharter, certificate of formationincorporation, limited liability company agreement, certificate of formation, articles of association, by-laws, operating agreement of limited partnership or other equivalent similar formation or governing documents and instruments of any Partnership Party; (ii) conflict with such Requisite Shareholder, as applicable, or violate any provision of any Law applicable to any Partnership Party; (iii) conflict with, result in a any breach of, of or constitute a default under (whether or an event that with notice or the lapse of time or both)both would become a default) under, or accelerate give to others any rights of termination, amendment, acceleration or permit the acceleration of the performance required by, or require any consent, authorization or approval undercancellation of, or result in the suspension, termination or cancellation of, or in creation of a right of suspension, termination or cancellation of, any indenture, mortgage, agreement, contract, commitment, license, concession, Permit, lease, joint venture or other agreement or instrument to which Lien on any of the Partnership Parties Company Shares or Plus Holdings Shares owned by such Requisite Shareholder pursuant to any contract or agreement to which such Requisite Shareholder is a party or by which either of them such Requisite Shareholder is bound or to which any of their property is subject; or (iv) result in the creation of any Lien (other than Permitted Liens) on any of the Partnership Parties’ assetsbound, except in the case of clauses clause (ii), i) or (iii) or (iv)as would not reasonably be expected, for those items which, either individually or in the aggregate, would not have (to materially impair the ability of such Requisite Shareholder to perform its obligations hereunder or be reasonably expected to have) a Partnership Material Adverse Effect; andconsummate the transactions contemplated hereby. (b) no No consent, approval, license, Permit, order or authorization of of, or registration, declaration or filing with, any Governmental Authority or any other Person person is required by or with respect to be obtained or made by the Partnership Parties such Requisite Shareholder in connection with the execution, delivery, execution and performance delivery of this Agreement and the Partnership Ancillary Documents or the consummation by such Requisite Shareholder of the transactions contemplated hereby hereby. If such Requisite Shareholder is a natural person, no consent of such Requisite Shareholder’s spouse is necessary under any “community property” or thereby, except (i) as have been waived or obtained or with respect other Laws in order for such Requisite Shareholder to which the time for asserting such right has expired or (ii) for those that individually or in the aggregate, would not have a Partnership Material Adverse Effect (including such consents, approvals, orders or Permits that are not customarily obtained prior to the Closing enter into and are reasonably expected to be obtained in the ordinary course of business consistent with past practices following the Closing)perform its obligations under this Agreement.

No Conflict; Consents. Except as set forth in Disclosure Schedule 4.3: (a) the The execution, delivery and performance of this Agreement by the Partnership Parties does not, and the execution, delivery and performance of the CCA Agreement by the Partnership Parties of any of the Partnership Ancillary Documents will not, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not, (i) violate, conflict with any of, result in any breach of, or require the consent of any Person under, the terms, conditions or provisions of the certificate of limited partnership, certificate certificates of formation, limited liability company agreementagreements, agreement of limited partnership agreements or other equivalent governing instruments of any Partnership Party; (ii) conflict with or violate any provision of any Law law or administrative rule or regulation or any judicial, administrative or arbitration order, award, judgment, writ, injunction or decree applicable to any of such Partnership PartyParties or any property or asset of such Partnership Parties; (iii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, or result in the suspension, termination or cancellation of, or in a right of suspension, termination or cancellation of, any indenture, mortgage, agreement, contract, commitment, license, concession, Permitpermit, lease, joint venture or other agreement or instrument to which any of the such Partnership Parties is a party or by which either any of them is bound or to which any of their property is subject; or (iv) result in the creation of any Lien (other than Permitted Liens) on any of the Partnership Parties’ assets, except in the case of clauses (ii), (iii) or (iviii), for those items which, which individually or in the aggregate, aggregate would not have (or reasonably be reasonably expected to have) have a Partnership Material Adverse Effect; and (b) no No consent, approval, license, Permitpermit, order or authorization of any Governmental Authority or other Person is required to be obtained or made by or with respect to the Partnership Parties in connection with the execution, delivery, and performance of this Agreement and the Partnership Ancillary Documents CCA Agreement or the consummation of the transactions contemplated hereby or and thereby, except (i) as have been waived or obtained or with respect to which the time for asserting such right has expired or expired, (ii) for those that which individually or in the aggregate, aggregate would not reasonably be expected to have a Partnership Material Adverse Effect (including such consents, approvals, licenses, permits, orders or Permits authorizations 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), or (iii) pursuant to the applicable requirements, if any, of the HSR Act.

No Conflict; Consents. (a) Except as set forth in Disclosure Schedule 4.3: (a5.03(a) or as disclosed in the Acquiror SEC Documents, the execution, delivery delivery, and performance by Acquiror and Merger Sub of this Agreement, and any Ancillary Agreement by the Partnership Parties does notto which Acquiror or Merger Sub is a party, and the execution, delivery consummation by Acquiror and performance by the Partnership Parties of any of the Partnership Ancillary Documents will not, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation Merger Sub of the transactions contemplated hereby and thereby thereby, including the Merger, do not and will not, with or without the giving of notice or the lapse of time, or both, (i) violate, conflict with any of, or result in any a violation or breach of, or require the consent of any Person underprovision of Law or Governmental Order applicable to Acquiror or Merger Sub is subject, the terms, conditions or provisions of the certificate of limited partnership, certificate of formation, limited liability company agreement, agreement of limited partnership or other equivalent governing instruments of any Partnership Party; (ii) conflict with or violate result in a violation of any provision of any Law applicable to any Partnership Party; the Organizational Documents of Acquiror or Merger Sub, (iii) require the consent or notice by any Person under, conflict with, result in a material violation or material breach of, of or constitute a material default under (whether or an event that, with or without notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval would constitute a default under, or result in the suspensionacceleration of or create in any party the right to accelerate, termination terminate, modify or cancellation of, or in a right of suspension, termination or cancellation of, cancel any indenture, mortgage, agreement, contract, commitment, license, concession, Permit, lease, joint venture or other agreement or instrument Contract to which any of the Partnership Parties Acquiror or Merger Sub is a party or by which either of them is bound or to which any of their property is subject; it may be bound, or (iv) result in the creation or imposition of any Lien (other than Permitted Liens) on of any nature whatsoever upon any assets or property of Acquiror or Merger Sub, except, with respect to the Partnership Parties’ assets, except in the case of foregoing clauses (iii), (iii) or and (iv), for those items which, individually or in the aggregate, as would not have (or reasonably be reasonably expected to have) a Partnership have an Acquiror Material Adverse Effect; and. (b) Except as set forth in Schedule 5.03(b) or as disclosed in the Acquiror SEC Documents. no consent, approval, license, Permit, order or authorization of of, or exemption by, or filing with, any Governmental Authority or other Person is required to be obtained or made by the Partnership Parties Acquiror or Merger Sub in connection with the execution, delivery, delivery and performance by Acquiror and Merger Sub of this Agreement and the Partnership or any Ancillary Documents Agreement to which Acquiror or Merger Sub is a party or the consummation taking by Acquiror or Merger Sub of the transactions any other action contemplated hereby or thereby, except (i) for the effectiveness of the filing of the Certificate of Mxxxxx with the Secretary of State of the State of Delaware, and such filings as have been waived or obtained or with respect to which may be required under the time for asserting such right has expired or (ii) for those that individually or in Securities Act and the aggregate, would not have a Partnership Material Adverse Effect (including such consents, approvals, orders or 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)Exchange Act.

No Conflict; Consents. (a) The execution, delivery and performance of this Agreement by Buyer, and the consummation by Buyer of the transactions contemplated hereby, will not (i) violate any provision of the articles of incorporation or by-laws (or other comparable governing documents) of Buyer, (ii) result in a violation or breach of, or constitute (with or without the giving of notice, the lapse of time or both) a default (or give rise to any right of termination or cancellation of obligations) under, any of the terms, conditions or provisions of any contract, to which Buyer is a party or by which any of its properties or assets are bound, or (iii) violate any Law applicable to Buyer or by which any of its properties or assets are bound, other than, in the case of clauses (ii) and (iii) above, any such violations, breaches, defaults, or rights of termination or cancellation of obligations which would not prevent or materially impair or delay Buyer’s ability to consummate the transactions contemplated hereby. (b) Except as set forth in Disclosure on Schedule 4.3: (a) 4.2(b), the execution, delivery and performance of this Agreement and the Related Documents by the Partnership Parties does notBuyer, and the executionconsummation by Buyer of the transactions contemplated hereby, delivery and performance by the Partnership Parties will not require any consent, waiver, approval, authorization or other Permit of, or filing or registration with or notification to, any Governmental Authority, except for (i) as may be required as a result of any of facts or circumstances related to the Partnership Ancillary Documents will notSellers, and (ii) such consents, waivers, approvals, authorizations, Permits, filings, registrations or notifications which, if not made or obtained, would not prevent or materially impair or delay Buyer’s ability to consummate the fulfillment and compliance with the terms and conditions hereof and thereof and transactions contemplated hereby. (c) Neither Buyer, nor any of its Affiliates, owns interests in any Person or is aware of any facts or circumstances pertaining to Buyer or its Affiliates (including any possible other transaction pending or under consideration by Buyer or any of its Affiliates) which (i) reasonably could be expected to prevent or materially impair or delay the consummation of the transactions contemplated hereby and thereby will not, (i) violate, conflict with any of, result in any breach ofby this Agreement, or require the consent of any Person under, the terms, conditions or provisions of the certificate of limited partnership, certificate of formation, limited liability company agreement, agreement of limited partnership or other equivalent governing instruments of any Partnership Party; (ii) conflict with or violate any provision of any Law applicable to any Partnership Party; (iii) conflict with, result in could cause a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, or result in the suspension, termination or cancellation of, or in a right of suspension, termination or cancellation of, any indenture, mortgage, agreement, contract, commitment, license, concession, Permit, lease, joint venture or other agreement or instrument to which any of the Partnership Parties is a party or by which either of them is bound or to which any of their property is subject; or (iv) result in the creation of any Lien (other than Permitted Liens) on any of the Partnership Parties’ assets, except in the case of clauses (ii), (iii) or (iv), for those items which, individually or in the aggregate, would not have (or be reasonably expected to have) a Partnership Material Adverse Effect; and (b) no consent, approval, license, Permit, order or authorization of any Governmental Authority to seek to or other Person is required to be obtained impose a condition or made by the Partnership Parties in connection with the execution, delivery, and performance of this Agreement and the Partnership Ancillary Documents conditions that could prevent or materially impair or delay the consummation of the transactions contemplated hereby or thereby, except (i) as have been waived or obtained or with respect to which the time for asserting such right has expired or (ii) for those that individually or in the aggregate, would not have a Partnership Material Adverse Effect (including such consents, approvals, orders or 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)hereby.

No Conflict; Consents. (a) Except as set forth in Disclosure on Schedule 4.3: (a) 2.5(a), as of the date hereof, the execution, delivery and performance of this Agreement by the Partnership Parties does notCompany, and the execution, delivery and performance consummation by the Partnership Parties of any of the Partnership Ancillary Documents will not, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation Company of the transactions contemplated hereby and thereby hereby, will not, (i) violateviolate any provision of the Company’s articles of association or any other governing instruments of the Company or the certificate of incorporation or any other governing instruments of the Subsidiary, conflict with any of, (ii) result in any a violation or breach of, or require the consent of any Person under, the terms, conditions or provisions of the certificate of limited partnership, certificate of formation, limited liability company agreement, agreement of limited partnership or other equivalent governing instruments of any Partnership Party; constitute (ii) conflict with or violate any provision without the giving of any Law applicable to any Partnership Party; (iii) conflict withnotice, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), ) a default (or accelerate or permit the acceleration give rise to any right of the performance required by, or require any consent, authorization or approval under, or result in the suspension, termination or cancellation of, of obligations or in acceleration of any obligation or to loss of a right of suspension, termination or cancellation ofbenefit) under, any indenture, mortgage, agreement, contract, commitment, license, concession, Permit, lease, joint venture or other agreement or instrument Material Contract to which any of the Partnership Parties Company or the Subsidiary is a party or by which either the Company, the Subsidiary, or any of them is their respective properties or assets are bound or (iii) assuming that all filings, registrations and notifications have been made as contemplated by Section 2.5(b) and/or Section 3.3(b) (collectively, the “Required Actions”), violate any Law applicable to the Company, the Subsidiary, or by which any of their property is subject; respective properties or (iv) result in the creation of any Lien (assets are bound, other than Permitted Liens) on any of the Partnership Parties’ assetsthan, except in the case of clauses (ii), ) and (iii) above, any such violations, breaches, defaults, or (iv), for those items whichrights of termination or cancellation of obligations which would not, individually or in the aggregate, would not have (result in a material fine, penalty or be reasonably expected expense or materially affect the ability of the Company to have) a Partnership Material Adverse Effect; andconduct its business as currently conducted. (b) no Except for the consents, waivers, approvals, authorizations, filings, registrations or notifications set forth on Schedule 2.5(b) (the “Required Consents”), as of the date hereof, the execution, delivery and performance of this Agreement by the Company, and the consummation by the Company of the transactions contemplated hereby, will not require any consent, waiver, approval, licenseor authorization, Permitor filing or registration with or notification (“Authorization”) to, order any Governmental Authority or authorization other Person except for: (i) any facts or circumstances related to the Purchaser; and (ii) such consents, waivers, approvals, authorizations, Permits, filings, registrations or notifications from Persons other than any Governmental Authority which, if not made or obtained, would not reasonably be expected to result in a material expense or materially affect the ability of the Company to conduct its business as currently conducted or prevent or materially impair or delay the Company’s or the Subsidiary’s ability to consummate the transactions contemplated hereby. (c) Except as set forth in Schedule 2.5(c), the Company has no pending or outstanding grants, incentives, exemptions or subsidies from the Government of the State of Israel or any agency thereof, including, without limitation, Approved Enterprise Status from the Investment Center of the Israeli Ministry of Industry, Trade and Labor or grants from the Israeli Innovation Authority (formerly referred to as the Office of the Chief Scientist of the Israeli Ministry of Economy and Industry), or from any non-Israeli governmental entity, granted to the Company or assigned to or assumed by the Company, and no consent of any Governmental Authority or other Person person is required to be obtained or made by the Partnership Parties in connection with the execution, delivery, and performance of this Agreement and the Partnership Ancillary Documents or prior to the consummation of the transactions contemplated hereby or thereby, except (i) as have been waived or obtained or with respect to which the time for asserting such right has expired or (ii) for those that individually or in the aggregate, would not have a Partnership Material Adverse Effect (including such consents, approvals, orders or Permits that are not customarily obtained prior transaction pursuant to the Closing and are reasonably expected terms of this Agreement in order to be obtained in the ordinary course of business consistent comply with past practices following the Closing)applicable Law.

No Conflict; Consents. Except as set forth in on Disclosure Schedule 4.3: (a) the execution, delivery and performance of this Agreement by the Partnership Parties does not, and or the execution, delivery and performance by the Partnership Parties of any of the Partnership Ancillary Documents will not, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not, , (i) violate, conflict with any of, result in any breach of, or require the consent of any Person under, the terms, conditions or provisions of the certificate of limited partnership, certificate of formation, limited liability company agreement, agreement of limited partnership or other equivalent governing instruments of any Partnership Party; (ii) conflict with or violate any provision of any Applicable Law applicable to any Partnership Party; (iii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, or result in the suspension, termination or cancellation of, or in a right of suspension, termination or cancellation of, any indenture, mortgage, agreement, contract, commitment, license, concession, Permitpermit, lease, joint venture or other agreement or instrument to which any of the Partnership Parties is a party or by which either of them is bound or to which any of their property is subject; or (iv) result in the creation of any Lien (other than Permitted Liens) on any of the Partnership Parties’ assets, except in the case of clauses (ii), (iii) or (iviii), for those items which, individually or in the aggregate, would not have (or be reasonably expected to have) a Partnership Material Adverse Effect; and (b) no consent, approval, license, Permitpermit, order or authorization of any Governmental Authority or other Person is required to be obtained or made by the Partnership Parties in connection with the execution, delivery, and performance of this Agreement and the Partnership Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except (i) as have been waived or obtained or with respect to which the time for asserting such right has expired or (ii) for those that individually or in the aggregate, would not have a Partnership Material Adverse Effect (including such consents, approvals, orders or Permits that are not customarily obtained prior to the Closing Closing) and are reasonably expected to be obtained in the ordinary course of business consistent with past practices practice following the Closing).

No Conflict; Consents. (a) Except as set forth in Disclosure on Schedule 4.3: (a) 2.5(a), as of the date hereof, the execution, delivery and performance of this Agreement by each of the Partnership Parties does notSeller Parties, and the execution, delivery and performance consummation by the Partnership Parties of any of the Partnership Ancillary Documents will not, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation such Seller Party of the transactions contemplated hereby and thereby hereby, will not, (i) violateviolate any provision of the organizational documents of any of the Seller Parties, conflict with any of, (ii) result in any a violation or breach of, or require the consent of any Person under, the terms, conditions or provisions of the certificate of limited partnership, certificate of formation, limited liability company agreement, agreement of limited partnership or other equivalent governing instruments of any Partnership Party; constitute (ii) conflict with or violate any provision without the giving of any Law applicable to any Partnership Party; (iii) conflict withnotice, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), ) a default (or accelerate or permit the acceleration give rise to any right of the performance required by, or require any consent, authorization or approval under, or result in the suspension, termination or cancellation of, of obligations or in acceleration of any obligation or to loss of a right of suspension, termination or cancellation ofbenefit) under, any indentureAssigned Contract or (iii) assuming that all filings, mortgageregistrations and notifications have been made as contemplated by Section 2.5(b) and/or Section 3.3(b) (collectively, agreementthe “Required Actions”), contract, commitment, license, concession, Permit, lease, joint venture violate any Law applicable to any of the Seller Parties or other agreement or instrument to by which any of the Partnership Parties is a party or by which either of them is bound or to which any of their property is subject; or (iv) result in the creation of any Lien (Purchased Assets are bound, other than Permitted Liens) on any of the Partnership Parties’ assetsthan, except in the case of clauses (ii), ) and (iii) above, any such violations, breaches, defaults, or (iv), for those items whichrights of termination or cancellation of obligations which would not, individually or in the aggregate, would not have (result in a material fine, penalty or be reasonably expected expense or materially affect the ability of any of the Seller Parties to have) a Partnership Material Adverse Effect; andconduct its business as currently conducted. (b) no Except for the consents, waivers, approvals, authorizations, filings, registrations or notifications set forth on Schedule 2.5(b) (the “Required Consents”), as of the date hereof, the execution, delivery and performance of this Agreement by each of the Seller Parties, and the consummation by such Seller Party of the transactions contemplated hereby, will not require any consent, waiver, approval, licenseor authorization, Permitor filing or registration with or notification (“Authorization”) to, order or authorization of any Governmental Authority or other Person is required except for: (i) any facts or circumstances related to the Purchaser; and (ii) such consents, waivers, approvals, authorizations, Permits, filings, registrations or notifications from Persons other than any Governmental Authority which, if not made or obtained, would not reasonably be obtained expected to result in a material expense or made by materially affect the Partnership ability of any of the Seller Parties in connection with to conduct its business as currently conducted or prevent or materially impair or delay any the execution, delivery, and performance of this Agreement and the Partnership Ancillary Documents or the consummation of Seller Parties’ ability to consummate the transactions contemplated hereby or thereby, except (i) as have been waived or obtained or with respect to which the time for asserting such right has expired or (ii) for those that individually or in the aggregate, would not have a Partnership Material Adverse Effect (including such consents, approvals, orders or 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)hereby.

No Conflict; Consents. Except as set forth in Disclosure Schedule 4.3: (a) Subject to the consent, approval, license, permit, order, authorization, filings and notices referred to in Section 4.3(b) and receipt of the ACMP Amendment Vote, the execution, delivery and performance of this Agreement by each of the Partnership ACMP Parties does not, and the execution, delivery and performance by the Partnership Parties of any of the Partnership Ancillary Documents will not, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not, (i) contravene, violate, conflict with any of, result in any breach of, or require the consent of any Person under, the terms, conditions or provisions of the certificate of limited partnership, certificate of formation, limited liability company agreement, agreement of limited partnership or other equivalent governing instruments Governing Documents of any Partnership Partyof the ACMP Parties; (ii) contravene, conflict with or violate any provision of any Law applicable to any Partnership PartyLaws; (iii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, or result in the suspension, termination or cancellation of, or in a right of suspension, termination or cancellation of, any indenture, deed of trust, mortgage, debenture, note, agreement, contract, commitment, license, concession, Permitpermit, lease, joint venture venture, obligation or other agreement or instrument to which any of the Partnership Parties ACMP Group Entities is a party or by which either any of them is bound the ACMP Group Entities or to which any of their property is subjectassets are bound; or (iv) result in the creation of any Lien (other than Permitted Liens) on any of the Partnership Parties’ assetsassets or businesses of any of the ACMP Group Entities under any such indenture, deed of trust, mortgage, debenture, note, agreement, contract, commitment, license, concession, permit lease, joint venture, obligation or other instrument, except in the case of clauses (ii), (iii) or and (iv), for those items whichthat would not, individually or in the aggregate, would not have (or be reasonably expected to have) a Partnership an ACMP Material Adverse Effect; and (b) no consent, approval, license, Permit, order or authorization of any Governmental Authority or other Person is required to be obtained or made by the Partnership Parties in connection with the execution, delivery, and performance of this Agreement and the Partnership Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except (i) as have been waived or obtained or with respect to which the time for asserting such right has expired or (ii) for those that individually or in the aggregate, would not have a Partnership Material Adverse Effect (including such consents, approvals, orders or 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 Conflict; Consents. Except as set forth in on Disclosure Schedule 4.33.3: (a) the execution, delivery and performance of this Agreement by any of the Partnership Contributing Parties does not, and or the execution, delivery and performance by any of the Partnership Contributing Parties of any of the Partnership Contributing Parties’ Ancillary Documents will not, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not, (i) violate, conflict with any of, result in any breach of, or require the consent of any Person under, the terms, conditions or provisions of the certificate of limited partnershipincorporation, certificate of formation, limited liability company agreement, agreement of limited partnership bylaws or other equivalent governing instruments of any Partnership Contributing Party; , any CIG Entity or any SNG Entity, (ii) conflict with or violate any provision of any Law law or administrative rule or regulation or any judicial, administrative or arbitration order, award, judgment, writ, injunction or decree (“Applicable Law”) applicable to any Partnership Partyof the Subject Interests, Contributing Parties, CIG Entities, SNG Entities or the CIG Entities’ or SNG Entities’ assets or business; (iii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, or result in the suspension, termination or cancellation of, or in a right of suspension, termination or cancellation of, any indenture, mortgage, agreement, contract, commitment, license, concession, Permitpermit, lease, joint venture or other agreement or instrument to which any of the Partnership Parties Contributing Parties, CIG Entities or SNG Entities is a party or by which either of them is bound it or to which any of their property is subjectits assets are bound; or (iv) result in the creation of any Lien (other than Permitted Liens) on any of the Partnership Parties’ Subject Interests or any CIG Party’s or SNG Party’s assets, except in the case of clauses (ii), ) or (iii) or (iv), for those items which, individually or in the aggregate, would not have (or be reasonably expected to have) a Partnership Material Adverse Effect; and (b) no consent, approval, license, Permitpermit, order or authorization of any Governmental Authority or other Person is required to be obtained or made by any of the Partnership Parties Contributing Parties, the CIG Entities or the SNG Entities in connection with the execution, delivery, and performance of this Agreement and the Partnership Contributing Parties’ Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except (i) as have been waived or obtained or with respect to which the time for asserting such right has expired or (ii) for those that individually or in the aggregate, would not have a Partnership Material Adverse Effect (including such consents, approvals, orders or Permits that are not customarily obtained prior to the Closing Closing) and are reasonably expected to be obtained in the ordinary course of business consistent with past practices practice following the Closing).

No Conflict; Consents. Except as set forth in Disclosure Schedule 4.3: (a) the execution, The execution and delivery and performance by Seller of this Agreement by the Partnership Parties does not, and the execution, delivery other Transaction Documents and the performance by the Partnership Parties of any of the Partnership Ancillary Documents will not, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation Seller of the transactions contemplated hereby and thereby in accordance with the terms hereof and thereof do not and will not, not (i) violate, conflict with any of, result in any breach of, or require the consent of consent, notice or other action by any Person under, the terms, conditions or provisions of the certificate of limited partnership, certificate of formation, limited liability company agreement, agreement of limited partnership or other equivalent governing instruments of any Partnership Party; (ii) conflict with or violate any provision of any Law applicable to any Partnership Party; (iii) conflict with, result in a violation or breach of, constitute a default under (whether or an event that, with or without notice or the lapse of time or both), or accelerate or permit would constitute a material default under, result in the acceleration of or create in any party the performance required byright to accelerate, terminate, materially modify or require cancel any consent, authorization or approval under, or result in the suspension, termination or cancellation of, or in a right of suspension, termination or cancellation of, any indenture, mortgage, agreement, contract, commitment, license, concession, Permit, lease, joint venture or other agreement or instrument Material Contract to which any of Seller or the Partnership Parties Company is a party or by which either of them Seller or the Company is bound or to which any of their property is subjectrespective properties and assets are subject or any permit affecting the properties, assets or business of the Company, (ii) conflict with, or result in any violation of, any provision of the certificate of formation, operating agreement, charter, bylaws or comparable instrument of Seller, the Company or the Company’s Subsidiary; or (iviii) violate or result in the creation a violation of, or constitute a default under, any provision of any Lien (other than Permitted Liens) on Law, or any of the Partnership Parties’ assetsorder of, or any restriction imposed by, any Governmental Body, except in the case of clauses (iii) and (iii), (iii) or (iv)where the circumstances giving rise to any failure of the representations and warranties contained in such clauses to be true and correct have not had, for those items whichand would not reasonably be expected to have, individually or in the aggregate, would not have (a material impact on the Company or be reasonably expected to have) a Partnership Material Adverse Effect; andits Subsidiary. (b) no consentNo notice to, approval, license, Permit, order declaration or authorization filing with or material consent or approval of any Governmental Authority or other Person Body is required by or with respect to be obtained Seller, the Company or made by the Partnership Parties Company’s Subsidiary in connection with the execution, delivery, execution and performance delivery by Seller of this Agreement and or the Partnership Ancillary other Transaction Documents or the consummation by Seller of the transactions contemplated hereby or therebyand thereby in accordance with the terms hereof and thereof, except (i) as for such notices or approvals that have been waived or obtained or with respect to which the time for asserting such right has expired made or (ii) for those that individually that, if not obtained or in the aggregatemade, would not reasonably be expected to have a Partnership Material Adverse Effect (including such consents, approvals, orders or 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)Effect.

No Conflict; Consents. (a) Except as set forth in Disclosure on Schedule 4.3: (a) 4.3(a), the execution, delivery and performance of this Agreement by the Partnership Parties does not, and the execution, delivery Transaction Documents by Parent and performance by the Partnership Parties of any of the Partnership Ancillary Documents will HS does not, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not, (i) violate, conflict with any of, result in any breach of, or require the consent of any Person under, the terms, conditions or provisions of the certificate Governing Documents of limited partnershipParent or HS, certificate of formation, limited liability company agreement, agreement of limited partnership or other equivalent governing instruments of any Partnership Party; (ii) conflict with or violate any provision of any Law applicable to any Partnership PartyParent, HS, Newco, the Eagle Ford Assets or the Eagle Ford Business; (iii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, or result in the suspension, termination or cancellation of, or in a right of suspension, termination or cancellation of, any indenture, mortgage, agreement, contract, commitment, license, concession, Permit, lease, joint venture Contract or other agreement or instrument to which Parent, HS or any of the Partnership Parties is a party or by which either of them is bound Eagle Ford Assets are bound, or to which which, immediately after the Closing, Newco will be bound, or violate any of their property is subject; Permit held by HS or Parent, or that will be held by Newco immediately after the Closing, related to the Eagle Ford Assets or the Eagle Ford Business, except for those items which, individually or in the aggregate, would not reasonably be expected to have a an Eagle Ford Material Adverse Effect or (iv) result in the creation of any Lien (other than Permitted Liens) on any of the Partnership Parties’ assets, except in the case of clauses (ii), (iii) or (iv), for those items which, individually or in the aggregate, would not have (or be reasonably expected to have) a Partnership Material Adverse Effect; andEagle Ford Assets. (b) Except as set forth on Schedule 4.3(b), no consent, approval, license, Permitpermit, order or authorization of any Governmental Authority or other Person is required to be obtained or made by the Partnership Parties in connection with the execution, delivery, and performance by Parent, HS or Newco of this Agreement and the Partnership Ancillary Transaction Documents or the consummation of the transactions contemplated hereby or thereby, except (i) as have been waived or obtained or with respect to which the time for asserting such right has expired expired, or (ii) for those that which individually or in the aggregate, would not reasonably be expected to have a Partnership HS Material Adverse Effect (including such consents, approvals, orders or 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)Effect.

No Conflict; Consents. Except as set forth in on Disclosure Schedule 4.33.3: (a) the execution, delivery and performance of this Agreement by any of the Partnership Contributing Parties does not, and or the execution, delivery and performance by any of the Partnership Contributing Parties of any of the Partnership Contributing Parties’ Ancillary Documents will not, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not, (i) violate, conflict with any of, result in any breach of, or require the consent of any Person under, the terms, conditions or provisions of the certificate of limited partnershipincorporation, certificate of formation, limited liability company agreement, agreement of limited partnership bylaws or other equivalent governing instruments of any Partnership Contributing Party; , any Xxxx Express Entity or SLNG, (ii) conflict with or violate any provision of any Law law or administrative rule or regulation or any judicial, administrative or arbitration order, award, judgment, writ, injunction or decree applicable to any Partnership Partyof the Subject Interests, Contributing Parties, Xxxx Express Entities, SLNG or the Xxxx Express Entities’ or SLNG’s assets or business (“Applicable Law”); (iii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, or result in the suspension, termination or cancellation of, or in a right of suspension, termination or cancellation of, any indenture, mortgage, agreement, contract, commitment, license, concession, Permitpermit, lease, joint venture or other agreement or instrument to which any of the Partnership Contributing Parties or Xxxx Express Entity or SLNG is a party or by which either of them is bound it or to which any of their property is subjectits assets are bound; or (iv) result in the creation of any Lien (other than Permitted Liens) on the Subject Interests or any of the Partnership PartiesXxxx Express’ or SLNG’s assets, except in the case of clauses (ii), ) or (iii) or (iv), for those items which, individually or in the aggregate, would not have (or be reasonably expected to have) a Partnership Material Adverse Effect; and (b) no consent, approval, license, Permitpermit, order or authorization of any Governmental Authority or other Person is required to be obtained or made by any of the Partnership Contributing Parties or Xxxx Express or SLNG in connection with the execution, delivery, and performance of this Agreement and the Partnership Contributing Parties’ Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except (i) as have been waived or obtained or with respect to which the time for asserting such right has expired or (ii) for those that individually or in the aggregate, would not have a Partnership Material Adverse Effect (including such consents, approvals, orders or Permits that are not customarily obtained prior to the Closing Closing) and are reasonably expected to be obtained in the ordinary course of business consistent with past practices practice following the Closing).

No Conflict; Consents. Except as set forth in on Disclosure Schedule 4.33.3: (a) the execution, delivery and performance of this Agreement by the Partnership Parties Development and Tallgrass Holdco does not, and the execution, delivery and performance by the Partnership Parties of any of the Partnership Ancillary Documents Assignment Agreement by Tallgrass Holdco will not, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not, (i) violate, conflict with any ofwith, result in any breach of, or require the consent of any Person under, any of the terms, conditions or provisions of the certificate of formation, limited partnership, certificate of formationpartnership agreement, limited liability company agreement, agreement of limited partnership or other equivalent governing instruments of any Partnership PartyDevelopment, Tallgrass Holdco or the Company; (ii) conflict with or violate any provision of any Law law or administrative rule or regulation or any judicial, administrative or arbitration order, award, judgment, writ, injunction or decree applicable to any Partnership PartyDevelopment, Tallgrass Holdco or the Company (“Applicable Law”); (iii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, or result in the suspension, termination or cancellation of, or in a right of suspension, termination or cancellation of, any indenture, mortgage, agreement, contract, commitment, license, concession, Permitpermit, lease, joint venture or other agreement or instrument to which any of Development, Tallgrass Holdco or the Partnership Parties Company is a party or by which either any of them is bound or to which any of their property is subjectthe Company Assets are bound; or (iv) result in the creation of any Lien (other than Permitted Liens) on any of the Partnership Parties’ assetsCompany Assets under any such indenture, mortgage, agreement, contract, commitment, license, concession, permit, lease, joint venture or other instrument, except in the case of clauses (ii), (iii) or and (iv), ) for those items which, individually or in the aggregate, would not have (or reasonably be reasonably expected to have) have a Partnership Material Adverse Effect; and (b) no notice to or consent, approval, license, Permitpermit, order or authorization of any Governmental Authority or other Person is required to be obtained or made by Tallgrass Holdco or the Partnership Parties Company with respect to the Subject Interest in connection with the execution, delivery, delivery and performance of this Agreement and the Partnership Ancillary Documents Assignment Agreement or the consummation of the transactions contemplated hereby or thereby, except (i) as have been waived or obtained or with respect to which the time for asserting such right has expired or (ii) for those that which individually or in the aggregate, aggregate would not reasonably be expected to have a Partnership Material Adverse Effect (including such consents, approvals, licenses, permits, orders or Permits authorizations 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 Conflict; Consents. Except as set forth in on Schedule 3.4(a) of the Disclosure Schedule 4.3: (a) Schedule, the execution, execution and delivery and performance of this Agreement by the Partnership Parties Seller does not, and the executionperformance of the terms of this Agreement and each Related Agreement by Seller will not, delivery and performance by the Partnership Parties directly or indirectly (with or without notice or lapse of time): (i) Breach any provision of any of the Partnership Ancillary Documents will notorganizational documents of Seller, and (ii) Breach or, to Seller’s Knowledge, give any Governmental Authority or other Person the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation right to challenge any of the transactions contemplated hereby and thereby will notby this Agreement or any Related Agreement, (i) violate, conflict with or to exercise any of, remedy or obtain any relief under or result in any breach of, or require the consent loss of any Person benefit under, any Legal Requirement, Order or Contract to which Seller, the terms, conditions Business or provisions any of the certificate of limited partnership, certificate of formation, limited liability company agreement, agreement of limited partnership or other equivalent governing instruments of any Partnership Party; (ii) conflict with or violate any provision of any Law applicable to any Partnership PartyPurchased Assets may be subject; (iii) contravene, conflict with, with or result in a breach material violation or Breach of any of the terms or requirements of, constitute a default under (whether with notice or give any Governmental Authority the lapse of time right to revoke, withdraw, suspend, cancel, terminate or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval undermodify, or result in the suspension, termination or cancellation of, or in a right loss of suspension, termination or cancellation ofany benefit under, any indenture, mortgage, agreement, contract, commitment, license, concession, Permit, lease, joint venture or other agreement or instrument Governmental Authorization that is held by Seller and that relates to which any of the Partnership Parties is a party or by which either of them is bound Purchased Assets or to which the Business; (iv) Breach any of their property is subjectAssumed Contract; or (ivv) result in the imposition or creation of any Lien Encumbrance (other than except for any Permitted LiensEncumbrance) on upon or with respect to any of the Partnership Parties’ assetsPurchased Assets. Except for the consents and filings specified in Schedule 3.4(b) of the Disclosure Schedule, except in or consents the case failure of clauses (ii), (iii) or (iv), for those items whichwhich to obtain would not, individually or in the aggregate, would not have (or reasonably be reasonably expected to have) a Partnership Material Adverse Effect; and (b) be material to the Business, the Purchased Assets or Assumed Liabilities, no consent, approvalfiling with or approval from, licenseor notice to, Permit, order or authorization of any Governmental Authority or any other Person is required to be obtained or made by the Partnership Parties Seller in connection with the execution, delivery, delivery and performance of this Agreement and the Partnership Ancillary Documents Agreement. No Breach of, or the consummation event giving rise to any right of the transactions contemplated hereby termination, amendment or thereby, except (i) as have been waived or obtained or with respect to which the time for asserting such right has expired or (ii) for those that individually or in the aggregate, would not have a Partnership Material Adverse Effect (including such consents, approvals, orders or Permits that are not customarily obtained prior cancellation of any Governmental Authorizations material to the Closing and are reasonably expected to be obtained in the ordinary course of business consistent with past practices following the Closing)Business, Purchased Assets or Assumed Liabilities has occurred.

No Conflict; Consents. Except as set forth in on Disclosure Schedule 4.33.3: (a) the execution, delivery and performance of this Agreement by each of the Partnership Seller Parties does not, and the execution, delivery and performance of each of the Seller Ancillary Documents by the Partnership Seller Parties of any party thereto (and in the case of the Partnership Ancillary Documents Assignment Agreement, Wamsutter LLC) will not, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not, (i) violate, conflict with any of, result in any breach of, or require the consent of any Person under, the terms, conditions or provisions of the certificate of limited partnershipcharter documents, certificate of formation, limited liability company agreement, agreement of limited partnership bylaws or other equivalent governing instruments of any Partnership Seller Party; , Wxxxxxxx or Wamsutter LLC, (ii) conflict with or violate any provision of any Law law or administrative rule or regulation or any judicial, administrative or arbitration order, award, judgment, writ, injunction or decree applicable to any Partnership Partyof the Seller Parties, Wxxxxxxx, Wamsutter LLC, the Wamsutter Assets or the Wamsutter Business (“Applicable Law”); (iii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, or result in the suspension, termination or cancellation of, or in a right of suspension, termination or cancellation of, (a) any indenture, mortgage, agreement, contract, commitment, license, concession, Permitpermit, lease, joint venture or other agreement or instrument to which any of the Partnership Seller Parties or Wamsutter LLC is a party or by which either it or any of them is the Wamsutter Assets are bound or (b) any material indenture, mortgage, agreement, contract, commitment, license, concession, permit, lease, joint venture or other instrument to which any of their property Wxxxxxxx is subjecta party; or (iv) result in the creation of any Lien (other than Permitted Liens) on any of the Partnership Parties’ assetsWamsutter Assets under any such indenture, mortgage, agreement, contract, commitment, license, concession, permit, lease, joint venture or other instrument, except in the case of clauses (ii), (iii) or and (iv), ) for those items which, individually or in the aggregate, would not have (or reasonably be reasonably expected to have) have a Partnership Wamsutter Material Adverse Effect; and (b) no consent, approval, license, Permitpermit, order or authorization of any Governmental Authority or other Person is required to be obtained or made by any of the Partnership Parties Seller Parties, Wxxxxxxx or Wamsutter LLC with respect to the Wamsutter Assets or the Wamsutter Business in connection with the execution, delivery, and performance of this Agreement and the Partnership Seller Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except (i) as have been waived or obtained or with respect to which the time for asserting such right has expired or expired, (ii) for those that which individually or in the aggregate, aggregate would not reasonably be expected to have a Partnership Wamsutter Material Adverse Effect (including such consents, approvals, licenses, permits, orders or Permits authorizations 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), or (iii) pursuant to the applicable requirements of the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”).

No Conflict; Consents. Except as set forth in Disclosure Schedule 4.3: (a) No consent, notice, waiver, approval, order or authorization of, or registration, declaration or filing with any Governmental Entity is required by, or with respect to, the execution, Company or any of its Subsidiaries in connection with the execution and delivery and performance of this Agreement and any Ancillary Agreement to which the Company or any of its Subsidiaries is a party or the consummation by the Partnership Parties does not, Company of the other transactions contemplated hereby and thereby (including the execution, Acquisition). (b) The execution and delivery and performance by the Partnership Parties Company of this Agreement and any Ancillary Agreement to which the Company or any of the Partnership Ancillary Documents will notits Subsidiaries is a party, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated hereby and thereby (including the Acquisition), will not, (i) violate, not conflict with any of, or result in any breach of, violation of or require the consent of any Person under, the terms, conditions or provisions of the certificate of limited partnership, certificate of formation, limited liability company agreement, agreement of limited partnership or other equivalent governing instruments of any Partnership Party; (ii) conflict with or violate any provision of any Law applicable to any Partnership Party; (iii) conflict with, result in a breach of, constitute a default under (whether with or without notice or the lapse of time time, or both)) or give rise to a right of termination, cancellation, modification or accelerate or permit the acceleration of the performance required by, any obligation or require loss of any consent, authorization or approval benefit under, or result in the suspension, termination or cancellation of, or in a right of suspension, termination or cancellation of, any indenture, mortgage, agreement, contract, commitment, license, concession, Permit, lease, joint venture or other agreement or instrument to which any of the Partnership Parties is a party or by which either of them is bound or to which any of their property is subject; or (iv) result in the creation of any Lien under (other than Permitted Liensany such event, a “Conflict”): (i) on any provision of the Partnership Parties’ assetsCharter Documents or the organizational documents of any Subsidiary of the Company, except in the case of clauses (ii)) any Material Contract, or (iii) any Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets (ivwhether tangible or intangible). Section 2.4(b) of the Disclosure Schedule sets forth all necessary consents, for those items which, individually or in the aggregate, would not have (or be reasonably expected waivers and approvals of parties to have) a Partnership any Material Adverse Effect; and (b) no consent, approval, license, Permit, order or authorization of any Governmental Authority or other Person is Contracts required to be obtained or made by the Partnership Parties thereunder in connection with the execution, delivery, and performance of this Agreement and the Partnership Ancillary Documents Acquisition or the consummation other transactions contemplated hereby, or for any such Material Contract to remain in full force and effect without limitation, modification or alteration after the Closing. Following the Closing, the Company will continue to be permitted to exercise all of its rights under the Material Contracts without payment of any additional amounts or consideration other than ongoing fees, royalties or payments which the Company would otherwise be required to pay pursuant to the terms of such Contracts had the transactions contemplated hereby or thereby, except (i) as have been waived or obtained or with respect to which the time for asserting such right has expired or (ii) for those that individually or in the aggregate, would by this Agreement not have a Partnership Material Adverse Effect (including such consents, approvals, orders or 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)occurred.

No Conflict; Consents. (a) Except as set forth in Disclosure on Schedule 4.3: (a) 4.3(a), neither the execution, execution and delivery and performance of this Agreement by Seller, nor the Partnership Parties does not, and the execution, delivery and consummation or performance by the Partnership Parties of any of the Partnership Ancillary Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): (i) Breach or otherwise conflict with any provision of the Organizational Documents will notof the Company, and or contravene any resolution adopted by the fulfillment and compliance officers, managers, or members of the Company; (ii) Breach or otherwise conflict with any Legal Requirement or Order to which the Company may be subject or give any Governmental Body or other Person the right to challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which the Company may be subject; (iii) Breach or otherwise conflict with or result in a violation or Breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held or being applied for by or on behalf of the Company or that otherwise relates to the Company or their Assets, Properties or the Business of the Company; (iv) cause Buyer (or any Related Person thereof) to become subject to, or to become liable for the payment of, any Tax; (v) Breach or otherwise conflict with any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any contract or agreement to which the Company are a party or by which the Company is bound; or (vi) result in the imposition or creation of any Lien on any of the Company’s Business, or Assets, including the Properties. (b) Except as set forth on Schedule 4.3(b), the Company is not required to give any notice to, or obtain any Consent from, any Person in connection with the terms execution and conditions hereof delivery of this Agreement or the consummation of any of the Contemplated Transactions, including any Consent required in order to preserve and thereof maintain all Governmental Authorizations required for the ownership and continued operation of the Business of the Company either before or after Closing and the consummation of the transactions contemplated hereby and thereby will notContemplated Transactions. Any registration, (i) violate, conflict with any of, result in any breach ofdeclaration, or require the consent of any Person under, the terms, conditions or provisions of the certificate of limited partnership, certificate of formation, limited liability company agreement, agreement of limited partnership or other equivalent governing instruments of any Partnership Party; (ii) conflict with or violate any provision of any Law applicable to any Partnership Party; (iii) conflict filing with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both)Consent, or accelerate Governmental Authorization or permit the acceleration of the performance required Order by, or require any consent, authorization or approval under, or result in the suspension, termination or cancellation of, or in a right of suspension, termination or cancellation of, any indenture, mortgage, agreement, contract, commitment, license, concession, Permit, lease, joint venture or other agreement or instrument to which any of the Partnership Parties is a party or by which either of them is bound or to which any of their property is subject; or (iv) result in the creation of any Lien (other than Permitted Liens) on any of the Partnership Parties’ assets, except in the case of clauses (ii), (iii) or (iv), for those items which, individually or in the aggregate, would not have (or be reasonably expected to have) a Partnership Material Adverse Effect; and (b) no consent, approval, license, Permit, order or authorization of any Governmental Authority or other Person Body with respect to the Company that is required to be obtained or made by the Partnership Parties in connection with the execution, delivery, and performance of this Agreement and the Partnership Ancillary Documents or the consummation of the transactions contemplated hereby or therebyContemplated Transactions has been completed, except (i) as have been waived made, or obtained on or with respect to which the time for asserting such right has expired or (ii) for those that individually or in the aggregate, would not have a Partnership Material Adverse Effect (including such consents, approvals, orders or Permits that are not customarily obtained prior to before the Closing and are reasonably expected to be obtained in the ordinary course of business consistent with past practices following the Closing)Date.

No Conflict; Consents. Except as set forth in Disclosure Schedule 4.3: (a) the execution, The execution and delivery and performance by each Parent Party of this Agreement by the Partnership Parties does not, and the execution, delivery Transaction Documents and the performance by the Partnership Parties of any of the Partnership Ancillary Documents will not, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation each Parent Party of the transactions contemplated hereby and thereby in accordance with the terms hereof and thereof do not and will not, not (i) violate, conflict with any of, result in any breach of, or require the consent of consent, notice or other action by any Person under, the terms, conditions or provisions of the certificate of limited partnership, certificate of formation, limited liability company agreement, agreement of limited partnership or other equivalent governing instruments of any Partnership Party; (ii) conflict with or violate any provision of any Law applicable to any Partnership Party; (iii) conflict with, result in a violation or breach of, constitute a default under (whether or an event that, with or without notice or the lapse of time or both), or accelerate or permit would constitute a default under, result in the acceleration of or create in any party the performance required byright to accelerate, terminate, modify or require cancel any consent, authorization or approval under, or result in the suspension, termination or cancellation of, or in a right of suspension, termination or cancellation of, any indenture, mortgage, agreement, contract, commitment, license, concession, Permit, lease, joint venture or other agreement or instrument Contract to which any of the Partnership Parties such Parent Party is a party or by which either of them is bound or to which any of their property its properties or assets is subject; bound, (ii) conflict with, or result in any violation of, any provision of the certificate of incorporation or bylaws of either Parent Party or (iviii) violate or result in the creation a violation of, or constitute a default under, any provision of any Lien (other than Permitted Liens) on Law, or any of the Partnership Parties’ assetsorder of, except or restriction imposed by, any Governmental Body, except, in the case of clauses (ii), i) and (iii) or (iv), for those items whichany such conflicts, individually defaults or in the aggregateviolations that have not had, and would not have (or reasonably be reasonably expected to have) , a Partnership Material Adverse Effect; andmaterial adverse effect on either Parent Party’s ability to consummate the transactions contemplated hereby and to perform either Parent Party’s obligations under the Transaction Documents. (b) no consentNo notice to, approvaldeclaration or filing with, license, Permit, order or authorization material consent or approval of any Governmental Authority or other Person Body is required by or with respect to be obtained or made by the Partnership Parties either Parent Party in connection with the execution, delivery, execution and performance delivery by either Parent Party of this Agreement and or the Partnership Ancillary other Transaction Documents to which such Parent Party is a party, or the consummation by either Parent Party of the transactions contemplated hereby or therebythereby in accordance with the terms hereof and thereof, except (i) as for such notices or approvals that have been waived or obtained or with respect to which the time for asserting such right has expired made or (ii) for those that individually that, if not obtained or in the aggregatemade, would not reasonably be expected to have a Partnership Material Adverse Effect (including such consents, approvals, orders or Permits that are not customarily obtained prior material adverse effect on either Parent Party’s ability to consummate the Closing transactions contemplated hereby and are reasonably expected to be obtained in the ordinary course of business consistent with past practices following the Closing)thereby.