Common use of No Conflict; Consents Clause in Contracts

No Conflict; Consents. (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 WPZ Parties does not, and the fulfillment and compliance with the terms and conditions hereof and the consummation of the transactions contemplated hereby 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 Governing Documents of any of the WPZ Parties; (ii) contravene, conflict with or violate any provision of applicable Laws; (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, permit, lease, joint venture, obligation or other instrument to which any of the WPZ Group Entities is a party or by which any of the WPZ Group Entities or any of their assets are bound; or (iv) result in the creation of any Lien (other than Permitted Liens) on any of the assets 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) and (iv), for those items that would not, individually or in the aggregate, have a WPZ Material Adverse Effect.

No Conflict; Consents. (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 The execution, delivery and performance of this Agreement by each the Partnership Parties does not, and the execution, delivery and performance by the Partnership Parties of any of the WPZ Parties does 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 Governing Documents certificate of limited partnership, certificate of formation, limited liability company agreement, agreement of limited partnership or other equivalent governing instruments of any of the WPZ PartiesPartnership Party; (ii) contravene, conflict with or violate any provision of any Law applicable Lawsto 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, deed of trust, mortgage, debenture, note, agreement, contract, commitment, license, concession, permitPermit, lease, joint venture, obligation venture or other agreement or instrument to which any of the WPZ Group Entities Partnership Parties is a party or by which any either of the WPZ Group Entities them is bound or to which any of their assets are boundproperty is subject; or (iv) result in the creation of any Lien (other than Permitted Liens) on any of the assets 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 instrumentPartnership Parties’ assets, except in the case of clauses (ii), (iii) and or (iv), for those items that would notwhich, individually or in the aggregate, would not have a WPZ Partnership Material Adverse Effect.

No Conflict; Consents. (a) Subject to the consent, approval, license, permit, order, authorization, filings and notices referred to in Section 3.3(b4.3(b) and receipt of the WPZ ACMP Amendment Vote, the execution, delivery and performance of this Agreement by each of the WPZ ACMP Parties does not, and the fulfillment and compliance with the terms and conditions hereof and the consummation of the transactions contemplated hereby 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 Governing Documents of any of the WPZ ACMP Parties; (ii) contravene, conflict with or violate any provision of applicable Laws; (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, permit, lease, joint venture, obligation or other instrument to which any of the WPZ ACMP Group Entities is a party or by which any of the WPZ ACMP Group Entities or any of their assets are bound; or (iv) result in the creation of any Lien (other than Permitted Liens) on any of the assets or businesses of any of the WPZ 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) and (iv), for those items that would not, individually or in the aggregate, have a WPZ an ACMP Material Adverse Effect.

No Conflict; Consents. (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 VoteNAP Written Consent, the execution, delivery and performance of this Agreement by each of the WPZ Parties NAP does not, and the fulfillment and compliance with the terms and conditions hereof and the consummation of the transactions contemplated hereby 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 Governing Documents of any of the WPZ PartiesNAP; (ii) contravene, conflict with or violate any provision of applicable LawsLaw; (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, permit, lease, joint venture, obligation or other instrument to which any of the WPZ NAP Group Entities is a party or by which any of the WPZ NAP Group Entities or any of their assets are bound; or (iv) result in the creation of any Lien (other than Permitted Liens) on any of the assets or businesses of any of the WPZ NAP 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) and (iv), for those items that would not, individually or in the aggregate, have a WPZ an NAP Material Adverse Effect.

No Conflict; Consents. (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 The execution, delivery and performance of this Agreement and the Assignment Agreement by each of the WPZ Parties does Acacia do not, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated hereby Transaction will not, (i) contravene, 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 Governing Documents certificate of any incorporation or bylaws of the WPZ PartiesAcacia; (ii) contravene, conflict with or violate any provision of applicable Lawsany 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 material indenture, deed of trust, mortgage, debenture, note, agreement, contract, commitment, license, concession, permit, lease, joint venture, obligation venture or other instrument to which any of the WPZ Group Entities Acacia is a party or by which any of the WPZ Group Entities it or any of their its 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 assets or businesses of any of the WPZ Group Entities Transferred Interests under any such indenture, deed of trust, mortgage, debenture, note, agreement, contract, commitment, license, concession, permit permit, lease, joint venture, obligation venture or other instrument, except in the case of clauses (ii), (iii) and (iv), ) for those items that would notwhich, individually or in the aggregate, would not reasonably be expected to have a WPZ Holdings Material Adverse Effect.

No Conflict; Consents. (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 The execution, delivery and performance of this Agreement by each of the WPZ APL Parties does not, and the execution, delivery and performance of each of the Transaction Documents by each member of the Appalachian Group 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) 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 Governing Documents of any of member of the WPZ Parties; Appalachian Group, (ii) contravene, conflict with or violate any provision of any Law applicable Lawsto any member of the Appalachian Group, the Appalachian Assets or the Appalachian Business or, with respect to the execution, delivery and performance of this Agreement, the Plan of Merger, the ATN Asset Purchase Agreement and the Transition Services Agreement, violate any provision of any Law applicable to any Affiliate of APL (other than members of the Appalachian Group); (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, permit, lease, joint venture, obligation Contract or other instrument to which any member of the WPZ Appalachian Group Entities is a party or by which any of the WPZ Group Entities Appalachian Assets are bound or, with respect to the execution, delivery and performance of this Agreement, the Plan of Merger, the ATN Asset Purchase Agreement and the Transition Services Agreement, any Contract or other instrument to which any Affiliate of their assets are boundAPL (other than members of the Appalachian Group) that is party to such Contract, except in each case as set forth on Schedule 4.5(a); or (iv) result in the creation of any Lien (other than Permitted Liens) on any of the assets or businesses of any of the WPZ Group Entities Appalachian Assets under any such indenture, deed of trust, mortgage, debenture, note, agreement, contract, commitment, license, concession, permit lease, joint venture, obligation Contract or other instrument, except in the case of clauses (ii), (iii) and (iv), ) for those items that would notwhich, individually or in the aggregate, would not reasonably be expected to have a WPZ an APL Material Adverse Effect.

No Conflict; Consents. (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 The execution, delivery and performance of this Agreement, the Assignment Agreement and the Second A&R Partnership Agreement by each of OMS Holdings, OMS and the WPZ Parties General Partner, 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) contravene, 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 Governing Organizational Documents of Oasis, OMS Holdings, OMS, the General Partner or any of the WPZ PartiesDevCo; (ii) contravene, conflict with or violate any provision of applicable LawsApplicable Law that applies to Oasis, OMS Holdings, OMS, the General Partner or any DevCo or any property 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, deed of trust, mortgage, debenture, note, agreement, contract, commitment, license, concession, permit, lease, joint venture, obligation venture or other instrument to which Oasis, OMS Holdings, OMS, the General Partner or any of the WPZ Group Entities DevCo is a party or by which any of the WPZ Group Entities them or any of their assets the Assets are bound; or (iv) result in the creation of any Lien (other than Permitted Liens) on any of the assets Assets or businesses of any of on the WPZ Group Entities Subject Interests under any such indenture, deed of trust, mortgage, debenture, note, agreement, contract, commitment, license, concession, permit permit, lease, joint venture, obligation 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), (iv) and (iv), v) for those items that would notthat, individually or in the aggregate, would not reasonably be expected to have a WPZ Material Adverse Effect.Effect or result in any material liability or obligation of OMP, OMP Operating or any DevCo (other than any liability or obligation hereunder); and

No Conflict; Consents. (a) Subject 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 Section 3.3(b4.3(b) and receipt of the WPZ VoteParent Stock Issuance Approval, the execution, delivery and performance of this Agreement by each of the WPZ Parent Parties does not, and the fulfillment and compliance with the terms and conditions hereof and the consummation of the transactions contemplated hereby 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 Governing Documents of any of the WPZ Parent Parties; (ii) contravene, conflict with or violate any provision of applicable Laws; (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, permit, lease, joint venture, obligation or other instrument to which any of the WPZ Parent Group Entities is a party or by which any of the WPZ Parent Group Entities or any of their assets are bound; or (iv) result in the creation of any Lien (other than Permitted Liens) on any of the assets or businesses of any of the WPZ 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) and (iv), for those items that would not, individually or in the aggregate, have a WPZ Parent Material Adverse Effect.

No Conflict; Consents. (a) Subject to the consent, approval, license, permit, order, authorization, filings and notices referred to in Section 3.3(b4.3(b) and receipt of the WPZ VoteParent Stockholder Approval, the execution, delivery and performance of this Agreement by each of the WPZ Parent Parties does not, and the fulfillment and compliance with the terms and conditions hereof and the consummation of the transactions contemplated hereby 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 Governing Documents of any of the WPZ Parent Parties; (ii) contravene, conflict with or violate any provision of applicable Laws; (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, permit, lease, joint venture, obligation or other instrument to which any of the WPZ Parent Group Entities is a party or by which any of the WPZ Parent Group Entities or any of their assets are bound; or (iv) result in the creation of any Lien (other than Permitted Liens) on any of the assets or businesses of any of the WPZ 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) and (iv), for those items that would not, individually or in the aggregate, have a WPZ Parent Material Adverse Effect.

No Conflict; Consents. (a) Subject to Except for filings under the consent, approval, license, permit, order, authorization, filings HSR Act and notices referred to in as set forth on Section 3.3(b) and receipt 5.04 of the WPZ VoteDisclosure Schedule, the execution, execution and delivery and performance by ILG of this Agreement by each of and the WPZ Parties does notAncillary Agreements, and the fulfillment and compliance with the terms and conditions hereof and the consummation by ILG of the transactions contemplated hereby will notand thereby in accordance with, the terms hereof and thereof, do 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 Governing Documents of any of the WPZ Parties; (ii) contravene, conflict with or violate any provision of applicable Laws; (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, give rise to a right of termination or cancellation of, or in a right of suspensioncancellation or acceleration under, termination or cancellation of(A) any ILG Material Agreement, any indenture, deed of trust, mortgage, debenture, note, agreement, contract, commitmentpermit, license, concession, permit, lease, joint venture, obligation or other instrument Encumbrance to which ILG or any of the WPZ Group Entities its Subsidiaries is a party or by which any of the WPZ Group Entities ILG’s or any of their its Subsidiaries’ assets are bound; , or (ivB) any provision of the Organizational Documents of ILG or any of its Subsidiaries; (ii) violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any law, regulation or rule, or any order of, or any restriction imposed by, any court or other governmental agency or arbitrator applicable to ILG or any of its Subsidiaries, and/or result in the creation of any Lien (other than Permitted Liens) on Encumbrance upon any of the assets of ILG or businesses any of its Subsidiaries other than Permitted Encumbrances or (iii) require from ILG or any of its Subsidiaries any notice to, declaration or filing with, or consent or approval of any of the WPZ Group Entities under any such indentureGovernmental Authority, deed of trustexcept, mortgage, debenture, note, agreement, contract, commitment, license, concession, permit lease, joint venture, obligation or other instrument, except in the case of clauses each of (i), and (ii), (iii) and (iv)where such violation, for those items that conflict, default, termination or failure to provide notice or to obtain consent or approval, as applicable, would notnot be reasonably likely to be, individually or in the aggregate, have a WPZ Material Adverse Effectmaterial.

No Conflict; Consents. (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 The execution, delivery and performance of this Agreement and the Ancillary Agreements to which it will be a party by each of the WPZ Parties 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) 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 Governing Documents certificate of any limited partnership, certificate of formation, partnership agreement or limited liability company agreement, as the WPZ Parties; case may be, of SEP I or SEP III, (ii) contravene, conflict with or violate any provision of any law or administrative rule or regulation or any judicial, administrative or arbitration order, award, judgment, writ, injunction or decree applicable Lawsto SEP 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, deed of trust, mortgage, debenture, note, agreement, contract, commitment, license, concession, permit, lease, joint venture, obligation venture or other instrument to which any of the WPZ Group Entities SEP I or SEP III is a party or by which it, the Contributed Business or any of the WPZ Group Entities or any of their assets Contributed Assets are bound; or (iv) result in the creation of any Lien (other than Permitted Liens) on any of the assets or businesses of any of the WPZ Group Entities Contributed Assets under any such indenture, deed of trust, mortgage, debenture, note, agreement, contract, commitment, license, concession, permit permit, lease, joint venture, obligation venture or other instrument, except in the case of clauses (ii), (iii) and (iv), ) for those items that would notwhich, individually or in the aggregate, would not reasonably be expected to have a WPZ Contributed Business Material Adverse Effect.

No Conflict; Consents. (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 MLP Vote, the execution, delivery and performance of this Agreement by each of the WPZ MLP Parties does not, and the fulfillment and compliance with the terms and conditions hereof and the consummation of the transactions contemplated hereby 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 Governing Documents of any of the WPZ PartiesMLP Group Entities; (ii) contravene, conflict with or violate any provision of applicable Laws; (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, permit, lease, joint venture, obligation or other instrument to which any of the WPZ MLP Group Entities is a party or by which any of the WPZ MLP Group Entities or any of their its assets are bound; or (iv) result in the creation of any Lien (other than Permitted Liens) on any of the assets or businesses of any of the WPZ 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) and (iv), for those items that would not, individually or in the aggregate, have a WPZ an MLP Material Adverse Effect.

No Conflict; Consents. (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 DM Vote, the execution, delivery and performance of this Agreement by each of the WPZ DM Parties does not, and the fulfillment and compliance with the terms and conditions hereof and the consummation of the transactions contemplated hereby 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 Governing Documents of any of the WPZ DM Parties; (ii) contravene, conflict with or violate any provision of applicable Laws; (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, permit, lease, joint venture, obligation or other instrument to which any of the WPZ DM Group Entities is a party or by which any of the WPZ DM Group Entities or any of their assets are bound; or (iv) result in the creation of any Lien (other than Permitted Liens) on any of the assets or businesses of any of the WPZ DM 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) and (iv), for those items that would not, individually or in the aggregate, have a WPZ DM Material Adverse Effect.

No Conflict; Consents. (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 the Contributing Parties does not, and the execution, delivery and performance of the CCA Agreement and each of the WPZ Pre-Contribution Agreements by the Contributing Parties does or each of 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) 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 Governing Documents charter documents, bylaws, certificates of formation, limited liability company agreements, limited partnership agreements or equivalent governing instruments of any of the WPZ PartiesContributing Party or any Contributed Entity or such Affiliates; (ii) contravene, conflict with or violate any provision of any law or administrative rule or regulation or any judicial, administrative or arbitration order, award, judgment, writ, injunction or decree applicable Lawsto any Contributing 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, deed of trust, mortgage, debenture, note, agreement, contract, commitment, license, concession, permit, lease, joint venture, obligation venture or other instrument to which any of the WPZ Group Entities Contributing Parties, any Contributed Entity or their Affiliates is a party or by which it or any of the WPZ Group Entities or any of their assets Contributed Entities’ Assets are bound; or (iv) result in the creation of any Lien (other than Permitted Liens) on any of the assets or businesses of any of the WPZ Group Entities Contributed Entities’ Assets under any such indenture, deed of trust, mortgage, debenture, note, agreement, contract, commitment, license, concession, permit permit, lease, joint venture, obligation venture or other instrument, except in the case of clauses (ii), (iii) and (iv), ) for those items that would notwhich, individually or in the aggregate, would not reasonably be expected to have a WPZ Contributed Entity Material Adverse Effect.; and

No Conflict; Consents. (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 The execution, delivery and performance of this Agreement and the other Transaction Documents to which SHLX is a party by each of the WPZ Parties 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) contravene, 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 Governing Documents organizational documents of any of the WPZ PartiesSHLX; (ii) contravene, conflict with or violate any provision of any law or administrative rule or regulation or any judicial, administrative or arbitration order, award, judgment, writ, injunction or decree applicable Lawsto SHLX or any property 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, deed of trust, mortgage, debenture, note, agreement, contract, commitment, right of way, license, concession, permit, lease, joint venture, obligation venture or other instrument to which any of the WPZ Group Entities SHLX is a party or by which any of the WPZ Group Entities it is bound or any of their assets are bound; or (iv) result in the creation of any Lien (other than Permitted Liens) on any of the assets 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 instrumentto which SHLX’s property is subject, except in the case of clauses (ii), ) and (iii) and (iv), for those items that would notwhich, individually or in the aggregate, would not 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 party or to consummate the transactions contemplated hereby or thereby. (b) No consent, approval, license, permit, order or authorization of any Governmental Authority or other Person is required to be obtained or made by or with respect to SHLX in connection with the execution, delivery, and performance of this Agreement or the other Transaction Documents to which SHLX is a party or the consummation of the transactions contemplated hereby 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 which individually or in the aggregate would not 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 WPZ Material Adverse Effect.party or to consummate the transactions contemplated hereby or thereby (including such consents, approvals, licenses, permits, orders or authorizations that are not customarily obtained prior to the Closing and are reasonably expected to be obtained in the ordinary course of business following the Closing). Section 4.4

No Conflict; Consents. (a) Subject to the consentconsents, approvalapprovals, licenselicenses, permitpermits, orderorders, authorizationauthorizations, filings and notices referred to in Section 3.3(b) and receipt of the WPZ Vote5.3(b), the execution, delivery and performance of this Agreement or any Ancillary Agreement by each of the WPZ BNL Parties 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) contravene, violate, conflict with any ofwith, result in any breach of, or require the consent of any Person under, the terms, conditions or provisions of the Governing Documents of any of the WPZ PartiesBNL Group Entities; (ii) contravene, conflict with or violate any provision of applicable LawsLaw; (iii) conflict with, result in a breach of, constitute a default under (whether 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 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, contractContract, commitment, license, concession, permit, lease, joint venture, obligation or other instrument to which any of the WPZ BNL Group Entities is a party or by which any of the WPZ BNL Group Entities or any of their assets are bound; or (iv) result in the creation of any Lien (other than Permitted Liens) on any of the assets or businesses of any of the WPZ BNL Group Entities under any such indenture, deed of trust, mortgage, debenture, note, agreement, contractContract, commitment, license, concession, permit lease, joint venture, obligation or other instrument, except in the case of clauses (ii), (iii) and (iv), for those items that would not, individually or in the aggregate, have a WPZ BNL Material Adverse Effect.

No Conflict; Consents. (a) Subject only to the consent, approval, license, permit, order, authorization, filings Skipping Stone Stockholder Approval and notices referred to in Section 3.3(b) and receipt except as set forth on Part 2.5 of the WPZ VoteSkipping Stone Disclosure Schedule, the execution, execution and delivery and performance of this Agreement by each of the WPZ Parties Skipping Stone does not, and and, as of the fulfillment and compliance with the terms and conditions hereof and Effective Time, the consummation of the transactions contemplated hereby will not, (i) contraveneconflict with, violate, 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 Governing Documents of any of the WPZ Parties; (ii) contravene, conflict with or violate any provision of applicable Laws; (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 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, indenture, deed of trustlease, mortgagecontract or other agreement or instrument, debenturepermit, noteconcession, agreement, contract, commitmentfranchise, license, concessionjudgment, permitorder, leasedecree, joint venturestatute, obligation law, ordinance, rule or other instrument regulation to which Skipping Stone or any of the WPZ Group Entities is a party or by which any of the WPZ Group Entities its subsidiaries or any of their respective properties or assets are bound; subject. No consent, waiver, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority or 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 Skipping Stone or any of its subsidiaries in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (ii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings (A) as may be required under applicable federal and state securities laws or (ivB) result in which if not obtained would not reasonably be expected to delay or hinder the creation of any Lien (other than Permitted Liens) on any consummation of the assets transactions contemplated by this Agreement 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) such other consents, waivers, authorizations, filings, approvals and (iv)registrations, for those items that would notif any, individually or in which are set forth on Part 2.5 of the aggregate, have a WPZ Material Adverse EffectSkipping Stone Disclosure Schedule.

No Conflict; Consents. (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 The execution, delivery and performance of this Agreement by the Partnership Parties does not, and the execution, delivery and performance of the CCA Agreement and each of the WPZ Pre-Contribution Agreements by the Partnership Parties does 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 Governing Documents certificates of formation, limited liability company agreements, limited partnership agreements or equivalent governing instruments of any of the WPZ PartiesPartnership Party; (ii) contravene, conflict with or violate any provision of any law or administrative rule or regulation or any judicial, administrative or arbitration order, award, judgment, writ, injunction or decree applicable Lawsto any of such Partnership Parties 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, deed of trust, mortgage, debenture, note, agreement, contract, commitment, license, concession, permit, lease, joint venture, obligation venture or other instrument to which any of the WPZ Group Entities such Partnership Parties is a party or by which any of the WPZ Group Entities them is bound or to which any of their assets are bound; or (iv) result in the creation of any Lien (other than Permitted Liens) on any of the assets 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 instrumentproperty is subject, except in the case of clauses (ii), ) or (iii) and (iv), for those items that would not, which individually or in the aggregate, aggregate would not reasonably be expected to have a WPZ Partnership Material Adverse Effect; and None of the Partnership Parties has entered (directly or indirectly) into any agreement with any Person that would obligate the Partnership Parties or any of their Affiliates to pay any commission, brokerage or “finder’s fee” or other similar fee in connection with this Agreement, the CCA Agreement or the transactions contemplated hereby or thereby. There are no civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or proceedings pending or, or to the Partnership Parties’ Knowledge, threatened that (a) question or involve the validity or enforceability of any of the Partnership Parties’ obligations under this Agreement or the CCA Agreement or (b) seek (or reasonably might be expected to seek) (i) to prevent or delay the consummation by the Partnership Parties of the transactions contemplated by this Agreement or the CCA Agreement or (ii) damages in connection with any such consummation.

No Conflict; Consents. (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 The execution, delivery and performance of this Agreement by each of the WPZ Parties does not, and the fulfillment and compliance with the terms and conditions hereof and the consummation of the transactions contemplated hereby 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 Governing Documents of any of the WPZ PartiesGroup Entities; (ii) contravene, conflict with or violate any provision of applicable Laws; (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, permit, lease, joint venture, obligation venture or other instrument to which any of the WPZ Group Entities is a party or by which any of the WPZ Group Entities or any of their assets are bound; or (iv) result in the creation of any Lien (other than Permitted Liens) on any of the assets 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 venture or other instrument, except in the case of clauses (ii), (iii) and (iv), ) for those items that would notthat, individually or in the aggregate, would not reasonably be expected to have a WPZ Material Adverse Effect.

No Conflict; Consents. (a) Subject to the consentconsents, approvalapprovals, licenselicenses, permitpermits, orderorders, authorizationauthorizations, filings and notices referred to in Section 3.3(b) and receipt of the WPZ Vote), the execution, delivery and performance of this Agreement or any Ancillary Agreement by each of the WPZ Parties BRE 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 (including the distribution of the amounts set forth in the Consideration Statement) will not, (i) contravene, violate, conflict with any ofwith, result in any breach of, or require the consent of any Person under, the terms, conditions or provisions of the Governing Documents of any of the WPZ PartiesBRE Group Entity; (ii) contravene, conflict with or violate any provision of applicable LawsLaw; (iii) conflict with, result in a breach of, constitute a default under (whether 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 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, contractContract, commitment, license, concession, permit, lease, joint venture, obligation or other instrument to which any of the WPZ BRE Group Entities is a party or by which any of the WPZ BRE Group Entities or any of their assets are bound; or (iv) result in the creation of any Lien (other than Permitted Liens) on any of the assets or businesses of any of the WPZ BRE Group Entities under any such indenture, deed of trust, mortgage, debenture, note, agreement, contractContract, commitment, license, concession, permit lease, joint venture, obligation or other instrument, except in the case of clauses (ii), (iii) and (iv), for those items that would not, individually or in the aggregate, have a WPZ BRE Material Adverse Effect.

No Conflict; Consents. Except as set forth on Section 3.3 of the Disclosure Letter: 7 (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 The execution, delivery and performance of this Agreement and the other Transaction Documents to which SPLC is a party by each of the WPZ Parties SPLC 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) contravene, 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 Governing Documents organizational documents of any of the WPZ PartiesSPLC or Amberjack; (ii) contravene, conflict with or violate any provision of any law (including common law) or administrative rule or regulation or any judicial, administrative or arbitration order, award, judgment, writ, injunction or decree applicable Lawsto SPLC, Amberjack 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, deed of trust, mortgage, debenture, note, agreement, contract, commitment, right of way, license, concession, permit, lease, joint venture, obligation venture or other instrument to which any of the WPZ Group Entities SPLC or Amberjack is a party or by which any of the WPZ Group Entities them are bound or to which any of their assets the Assets are boundsubject; or (iv) result in the creation of any Lien (other than Permitted Liens) on any of the assets Assets or businesses of any of on the WPZ Group Entities Subject Interests under any such indenture, deed of trust, mortgage, debenture, note, agreement, contract, commitment, right of way, license, concession, permit permit, lease, joint venture, obligation venture or other instrument, except in the case of clauses (ii), (iii) and (iv), ) for those items that would notwhich, individually or in the aggregate, would not reasonably be expected to have a WPZ an SPLC Material Adverse Effect.Effect or result in any material liability or obligation of SHLX (other than any liability or obligation hereunder); 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 or with respect to SPLC or Amberjack with respect to the Subject Interests or the Assets in connection with the execution, delivery and performance of this Agreement and the other Transaction Documents to which SPLC 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 which individually or in the aggregate would not reasonably be expected to have an SPLC Material Adverse Effect (including such consents, approvals, licenses, permits, orders or authorizations that are not customarily obtained prior to the Closing and are reasonably expected to be obtained in the ordinary course of business following the Closing). Section 3.4

No Conflict; Consents. (a) Subject to the consentconsents, approvalapprovals, licenselicenses, permitpermits, orderorders, authorizationauthorizations, filings and notices referred to in Section 3.3(b) and receipt of the WPZ Vote4.3(b), the execution, delivery and performance of this Agreement or any Ancillary Agreement by each of the WPZ Parties Blocker Corps 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) contravene, violate, conflict with any ofwith, result in any breach of, or require the consent of any Person under, the terms, conditions or provisions of the Governing Documents of any either of the WPZ PartiesBlocker Corps; (ii) contravene, conflict with or violate any provision of applicable LawsLaw; (iii) conflict with, result in a breach of, constitute a default under (whether 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 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, contractContract, commitment, license, concession, permit, lease, joint venture, obligation or other instrument to which any either of the WPZ Group Entities Blocker Corps is a party or by which any either of the WPZ Group Entities Blocker Corps or any of their assets are bound; or (iv) result in the creation of any Lien (other than Permitted Liens) on any of the assets or businesses of any either of the WPZ Group Entities Blocker Corps under any such indenture, deed of trust, mortgage, debenture, note, agreement, contractContract, commitment, license, concession, permit lease, joint venture, obligation or other instrument, except in the case of clauses (ii), (iii) and (iv), for those items that would not, individually or in the aggregate, have a WPZ Blocker Material Adverse Effect.

No Conflict; Consents. (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 The execution, delivery and performance of this Agreement and the Assignment Agreement by each of the WPZ Parties OMS Holdings and OMS, 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) contravene, 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 Governing Documents certificate of formation or limited liability company agreement or other organizational documents of Oasis, OMS Holdings, OMS or any of the WPZ PartiesDevCo; (ii) contravene, conflict with or violate any provision of applicable LawsApplicable Law that applies to Oasis, OMS Holdings, OMS or any DevCo or any property 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, deed of trust, mortgage, debenture, note, agreement, contract, commitment, license, concession, permit, lease, joint venture, obligation venture or other instrument to which Oasis, OMS Holdings, OMS or any of the WPZ Group Entities DevCo is a party or by which any of the WPZ Group Entities them or any of their assets the Assets are bound; or (iv) result in the creation of any Lien (other than Permitted Liens) on any of the assets Assets or businesses of any of on the WPZ Group Entities Subject Interests under any such indenture, deed of trust, mortgage, debenture, note, agreement, contract, commitment, license, concession, permit permit, lease, joint venture, obligation 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), (iv) and (iv), v) for those items that would notthat, individually or in the aggregate, would not reasonably be expected to have a WPZ Material Adverse Effect.Effect or result in any material liability or obligation of OMP, OMP Operating or any DevCo (other than any liability or obligation hereunder); and