Common use of No Conflict with Restrictions; No Default Clause in Contracts

No Conflict with Restrictions; No Default. Neither the execution, delivery, and performance of this Agreement nor the consummation by such Partner of the transactions contemplated hereby (i) will conflict with, violate, or result in a breach of any of the terms, conditions, or provisions of any law, regulation, order, writ, injunction, decree, determination, or award of any court, any governmental department, board, agency, or instrumentality, domestic or foreign, or any arbitrator, applicable to such Partner or any of its Affiliates, (ii) will conflict with, violate, result in a breach of, or constitute a default under any of the terms, conditions, or provisions of the articles of incorporation, certificate of formation, by-laws, limited liability company agreement, or partnership agreement of such Partner or any of its Affiliates, if such Partner is a limited liability company, corporation or partnership, or of any material agreement or instrument to which such Partner or any of its Affiliates is a party or by which such Partner or any of its Affiliates is or may be bound or to which any of its material properties or assets is subject, (iii) will conflict with, violate, result in a breach of, constitute a default under (whether with notice or lapse of time or both), accelerate or permit the acceleration of the performance required by, give to others any material interests or rights, or require any consent, authorization, or approval under any indenture, mortgage, lease agreement, or instrument to which such Partner or any of its Affiliates is a party or by which such Partner or any of its Affiliates is or may be bound, or (iv) will result in the creation or imposition of any lien upon any of the material properties or assets of such Partner or any of its Affiliates.

No Conflict with Restrictions; No Default. Neither Each Partner hereby represents and warrants that neither the execution, delivery, execution and performance delivery by such Partner of this Agreement nor such Partner’s performance and compliance with the consummation by such Partner of the transactions contemplated hereby terms and provisions hereof (i) will conflict with, violate, violate or result in a breach of any of the terms, conditionscovenants, conditions or provisions of any lawlaw or governmental regulation in effect on the date hereof applicable to, regulation, or any order, writ, injunction, decree, determination, determination or award of any court, any governmental department, board, agency, agency or instrumentality, domestic or foreign, or any arbitrator, applicable arbitrator directed to or binding on such Partner which conflict, violation or any of its Affiliatesbreach would have a Material Adverse Effect, (ii) will conflict with, violate, result in a breach of, of or constitute a default under any of the terms, conditions, or provisions of the articles of incorporation, certificate of formation, by-laws, limited liability company agreement, or partnership agreement of such Partner or any of its Affiliates, if such Partner is a limited liability company, corporation or partnership, or of any material agreement or instrument to which such Partner or any of its Affiliates is a party or by which such Partner or any of its Affiliates is or may be bound or to which any of its material properties or assets is subjectsubject which conflict, violation, breach or default would have a Material Adverse Effect, or any of the terms or provisions of the organizational documents or by-laws of such Partner, (iii) will conflict with, violate, result in a breach of, constitute a default under (whether with notice or lapse of time or both), accelerate or permit the acceleration of the performance required by, give to others any material interests or rights, or require any consent, authorization, authorization or approval under any of the terms or provisions of any material indenture, mortgage, lease agreementlease, agreement or instrument to which such Partner or any of its Affiliates is a party or by which such Partner or any of its Affiliates such Partner’s property or assets is or may be bound, or (iv) will result in the creation or imposition of any material lien upon any of the material properties or assets of such Partner or any of its AffiliatesPartner.

No Conflict with Restrictions; No Default. Neither Each Partner hereby represents and warrants that neither the execution, delivery, execution and performance delivery by such Partner of this Agreement nor such Partner's performance and compliance with the consummation by such Partner of the transactions contemplated hereby terms and provisions hereof (i) will conflict with, violate, violate or result in a breach of any of the terms, conditionscovenants, conditions or provisions of any lawlaw or governmental regulation in effect on the date hereof applicable to, regulation, or any order, writ, injunction, decree, determination, determination or award of any court, any governmental department, board, agency, agency or instrumentality, domestic or foreign, or any arbitrator, applicable arbitrator directed to or binding on such Partner which conflict, violation or any of its Affiliatesbreach would have a Material Adverse Effect, (ii) will conflict with, violate, result in a breach of, of or constitute a default under any of the terms, conditions, or provisions of the articles of incorporation, certificate of formation, by-laws, limited liability company agreement, or partnership agreement of such Partner or any of its Affiliates, if such Partner is a limited liability company, corporation or partnership, or of any material agreement or instrument to which such Partner or any of its Affiliates is a party or by which such Partner or any of its Affiliates is or may be bound or to which any of its material properties or assets is subjectsubject which conflict, violation, breach or default would have a Material Adverse Effect, or any of the terms or provisions of the organizational documents or by-laws of such Partner, (iii) will conflict with, violate, result in a breach of, constitute a default under (whether with notice or lapse of time or both), accelerate or permit the acceleration of the performance required by, give to others any material interests or rights, or require any consent, authorization, authorization or approval under any of the terms or provisions of any material indenture, mortgage, lease agreementlease, agreement or instrument to which such Partner or any of its Affiliates is a party or by which such Partner or any of its Affiliates such Partner's property or assets is or may be bound, or (iv) will result in the creation or imposition of any material lien upon any of the material properties or assets of such Partner or any of its AffiliatesPartner.

No Conflict with Restrictions; No Default. Neither the execution, ----------------------------------------- delivery, and performance of this Agreement Agreement, nor the consummation by such Partner Member of the transactions contemplated hereby (i) will conflict with, violate, or result in a breach of any of the terms, conditions, or provisions of any law, regulation, order, writ, injunction, decree, determination, or award of any court, any governmental department, board, agency, or instrumentality, domestic or foreign, or any arbitrator, applicable to such Partner or any of its AffiliatesMember, (ii) will conflict with, violate, result in a breach of, or constitute a default under any of the terms, conditions, or provisions of the articles of incorporation, certificate of formation, by-laws, limited liability company agreement, incorporation or partnership agreement bylaws of such Partner or any of its Affiliates, if such Partner is a limited liability company, corporation or partnershipMember, or of any material agreement or instrument to which such Partner or any of its Affiliates Member is a party or by which such Partner or any of its Affiliates Member is or may be bound or to which any of its material properties or assets is subject, (iii) will conflict with, violate, result in a breach of, constitute a default under (whether with notice or lapse of time or both), accelerate or permit the acceleration of the performance required by, give to others any material interests or rights, or require any consent, authorization, or approval under any indenture, mortgage, lease agreement, or instrument to which such Partner or any of its Affiliates Member is a party or by which such Partner or any of its Affiliates Member is or may be bound, or (iv) will result in the creation or imposition of any lien upon any of the material properties or assets of such Partner or any of its AffiliatesMember.

No Conflict with Restrictions; No Default. Neither the ----------------------------------------- execution, delivery, and performance of this Agreement Agreement, nor the consummation by such Partner Member of the transactions contemplated hereby (i) will conflict with, violate, or result in a breach of any of the terms, conditions, or provisions of any law, regulation, order, writ, injunction, decree, determination, or award of any court, any governmental department, board, agency, or instrumentality, domestic or foreign, or any arbitrator, applicable to such Partner or any of its AffiliatesMember, (ii) will conflict with, violate, result in a breach of, or constitute a default under any of the terms, conditions, or provisions of the articles of incorporation, certificate of formation, by-laws, limited liability company agreement, incorporation or partnership agreement bylaws of such Partner or any of its Affiliates, if such Partner is a limited liability company, corporation or partnershipMember, or of any material agreement or instrument to which such Partner or any of its Affiliates Member is a party or by which such Partner or any of its Affiliates Member is or may be bound or to which any of its material properties or assets is subject, (iii) will conflict with, violate, result in a breach of, constitute a default under (whether with notice or lapse of time or both), accelerate or permit the acceleration of the performance required by, give to others any material interests or rights, or require any consent, authorization, or approval under any indenture, mortgage, lease agreement, or instrument to which such Partner or any of its Affiliates Member is a party or by which such Partner or any of its Affiliates Member is or may be bound, or (iv) will result in the creation or imposition of any lien upon any of the material properties or assets of such Partner or any of its AffiliatesMember.

No Conflict with Restrictions; No Default. Neither the execution, delivery, delivery and performance of this Agreement nor the consummation by such Partner of the transactions contemplated hereby (i) will conflict with, violate, violate or result in a breach of any of the terms, conditions, conditions or provisions of any law, regulation, order, writ, injunction, decree, determination, determination or award of any court, any governmental department, board, agency, agency or instrumentality, domestic or foreign, or any arbitrator, applicable to such Partner or any of its Controlled Affiliates, (ii) will conflict with, violate, result in a breach of, of or constitute a default under any of the terms, conditions, conditions or provisions of the articles of incorporation, certificate of formation, by-laws, limited liability company agreement, bylaws or partnership agreement of such Partner or any of its Affiliates, if such Partner is a limited liability company, corporation or partnership, Controlled Affiliates or of any material agreement or instrument to which such Partner or any of its Controlled Affiliates is a party or by which such Partner or any of its Controlled Affiliates is or may be bound or to which any of its material properties or assets is subjectsubject (other than any such conflict, violation, breach or default that has been validly and unconditionally waived), (iii) will conflict with, violate, result in a breach of, constitute a default under (whether with notice or lapse of time or both), accelerate or permit the acceleration of the performance required by, give to others any material interests or rights, rights or require any consent, authorization, authorization or approval under any indenture, mortgage, lease agreement, or instrument to which such Partner or any of its Affiliates is a party or by which such Partner or any of its Affiliates is or may be bound, or (iv) will result in the creation or imposition of any lien upon any of the material properties or assets of such Partner or any of its Affiliates.lease

No Conflict with Restrictions; No Default. Neither the execution, delivery, and performance of this Agreement nor the consummation by such Partner of the transactions contemplated hereby (i) will conflict with, violate, or result in a breach of any of the terms, conditions, or provisions of any law, regulation, order, writ, injunction, decree, determination, or award of any court, any governmental department, board, agency, or instrumentality, domestic or foreign, or any arbitrator, applicable to such Partner or any of its Affiliates, (ii) will conflict with, violate, result in a breach of, or constitute a default under any of the terms, conditions, or provisions of the articles of incorporation, certificate of formation, by-lawsbylaws, limited liability company agreement, or partnership agreement of such Partner or any of its Affiliates, if such Partner is a limited liability company, corporation or partnership, or of any material agreement or instrument to which such Partner or any of its Affiliates is a party or by which such Partner or any of its Affiliates is or may be bound or to which any of its material properties or assets is subject, (iii) will conflict with, violate, result in a breach of, constitute a default under (whether with notice or lapse of time or both), accelerate or permit the acceleration of the performance required by, give to others any material interests or rights, or require any consent, authorization, or approval under any indenture, mortgage, lease agreement, or instrument to which such Partner or any of its Affiliates is a party or by which such Partner or any of its Affiliates is or may be bound, or (iv) will result in the creation or imposition of any lien upon any of the material properties or assets of such Partner or any of its Affiliates.

No Conflict with Restrictions; No Default. Neither the execution, delivery, delivery and performance of this Agreement nor the consummation by such Partner Member of the transactions contemplated hereby (i) will conflict with, violate, violate or result in a breach of any of the terms, conditions, conditions or provisions of any law, regulation, order, writ, injunction, decree, determination, determination or award of any court, any governmental department, board, agency, agency or instrumentality, domestic or foreign, or any arbitrator, applicable to such Partner or any of its AffiliatesMember, (ii) will conflict withviolate the governing or organizational documents of such Member, (iii) will violate, result in a breach of, of or constitute a default under any of the terms, conditions, conditions or provisions of the articles of incorporation, certificate of formation, by-laws, limited liability company agreement, or partnership agreement of such Partner or any of its Affiliates, if such Partner is a limited liability company, corporation or partnership, or of any material agreement or instrument to which such Partner or any of its Affiliates Member is a party or by which such Partner or any of its Affiliates Member is or may be bound or to which any of its material properties or assets is subject, (iiiiv) will conflict with, violate, result in a breach of, constitute a default under (whether with notice or lapse of time or both), accelerate or permit the acceleration of the performance required by, or give to others any material interests or rights, rights or require any consent, authorization, authorization or approval under any indenture, mortgage, lease agreement, agreement or instrument to which such Partner or any of its Affiliates Member is a party or by which such Partner or any of its Affiliates Member is or may be bound, or (ivv) will result in the creation or imposition of any lien upon any of the material properties or assets of such Partner Member; except, with respect to clauses (i), (iii), (iv) and (v) above, where such violation, breach or any default would not, individually or in the aggregate, have a Material Adverse Effect on such Member or would not materially impair the ability of the Member to perform its Affiliatesobligations under this Agreement or the transactions contemplated by this Agreement.