Common use of No Conflicts or Violations; No Consents or Approvals Required Clause in Contracts

No Conflicts or Violations; No Consents or Approvals Required. (i) The execution and delivery by SU AssetCo of this Agreement does not and will not, and the consummation of the Transactions will not, result in a breach or constitute a default under the organizational documents of SU AssetCo (or, in the case of clause (ii) below, give any party to any Contract referred to in such clause, other than SU AssetCo or its successors, the right to cancel or terminate or modify in any material respect the rights or obligations of the parties under) (i) the organizational documents of SU AssetCo, (ii) any Contract to which SU AssetCo is a party or is bound or (iii) any Order to which SU AssetCo is subject or any Law applicable to SU AssetCo, except for, in the case of clauses (ii) and (iii) above, any such breach, violation or default that would not prohibit or restrict or impair in any material respect the ability of SU AssetCo to consummate the Transactions. (ii) Other than the filings, reports and notices and the consents, registrations, approvals, permits and authorizations referred to in Section 5.03(b) or Section 7.06 of the SDTS-SU-Oncor Merger Agreement (or the disclosure schedules attached to such agreement), no filings, reports or notices are required to be made by SU AssetCo with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by SU AssetCo from, any Governmental Entity in connection with the execution, delivery and performance by SU AssetCo of this Agreement or the consummation of the Transactions, except for any of the foregoing which, if not made or obtained, would not prohibit or restrict or impair in any material respect the ability of SU AssetCo to consummate the Transactions.

No Conflicts or Violations; No Consents or Approvals Required. (ia) The execution execution, delivery and delivery performance by SU AssetCo of this Agreement does and the applicable Ancillary Agreements do not and will not, and the consummation of the Transactions will not, result in a any breach or violation of, conflict with or constitute a default under the organizational documents (or an event which with notice or lapse of SU AssetCo time or both would become a default) (orand, in the case of clause (ii) below, do not and will not result in the loss of a benefit under, or terminate or give rise to any party right of termination, vesting, cancellation, amendment, purchase or sale (including any purchase option to sell, right of first refusal, right of first offer, right of first negotiation or similar option or right) under, or acceleration of any obligations under, or the creation of any Lien on any of the NTX Assets pursuant to any Contract referred to in such clause, other than SU AssetCo or its successors, the right to cancel or terminate or modify in any material respect the rights or obligations of the parties under) (i) the organizational documents of any SU AssetCoEntity, (ii) any Contract to which an SU AssetCo Entity is a party or by which any NTX Asset is bound or (iii) any Order to which any SU AssetCo Entity is subject or any Law applicable to any SU AssetCoEntity, except for, in the case of clauses (ii) and (iii) above, any such breach, violation violation, conflict or default that would not prohibit or restrict or impair in any material respect the ability of SU AssetCo reasonably be expected to consummate the Transactionshave a NTX Material Adverse Effect. (iib) Other than the filings, reports and notices and the consents, registrations, approvals, permits Permits, Orders and authorizations referred required to in Section 5.03(bbe made or obtained (i) to or Section 7.06 from the Secretary of State of the SDTS-SU-Oncor State of Texas in connection with the filing of the Certificate of Merger, (ii) in connection with the Regulatory Approvals, (iii) under the Exchange Act, (iv) to or from ERCOT, (v) the submission of a joint voluntary notice of the transactions contemplated by this Agreement and the HIFR Merger Agreement to CFIUS pursuant to the DPA and receipt of the CFIUS Approval or (vi) as may be required as a result of SDTS’s or the disclosure schedules attached to such agreement)Oncor’s identity, no filings, reports or notices are required to be made by an SU AssetCo Entity with, nor are any consents, registrations, approvals, permits Permits or authorizations required to be obtained by an SU AssetCo Entity from, any Governmental Entity in connection with the execution, delivery and performance by such SU AssetCo Entity of this Agreement or any of the applicable Ancillary Agreements or the consummation of the Transactions, except for any of the foregoing which, if not made or obtained, would not prohibit or restrict or impair in any material respect the ability of SU AssetCo to consummate the Transactionshave a NTX Material Adverse Effect.

No Conflicts or Violations; No Consents or Approvals Required. (ia) The execution and delivery by each SU AssetCo Entity of this Agreement and the applicable Ancillary Agreements does not and will not, and the consummation of the Transactions will not, result in a any breach or violation of or constitute a default under the organizational documents of SU AssetCo (or, in the case of clause (ii) below, give any party to any Contract referred to in such clause, other than an SU AssetCo or its successorsEntity, the right to cancel or terminate or modify in any material respect the rights or obligations of the parties under) (i) the organizational documents of such SU AssetCoEntity, (ii) any Contract to which such SU AssetCo Entity is a party or is bound or (iii) any Order to which such SU AssetCo Entity is subject or any Law applicable to such SU AssetCoEntity, except for, in the case of clauses (ii) and (iii) above, any such breach, violation or default that would not prohibit or restrict or impair in any material respect the ability of reasonably be expected to have an SU AssetCo to consummate the TransactionsMaterial Adverse Effect. (iib) Other than the filings, reports and notices and the consents, registrations, approvals, permits and authorizations referred required to in Section 5.03(bbe made or obtained (i) to or Section 7.06 from the Secretary of State of the SDTS-SU-Oncor Merger Agreement (State of Texas or the disclosure schedules attached Secretary of State of the State of Delaware in connection with the filing of the SU Merger Certificates, (ii) under the HSR Act, including the expiration or earlier termination of applicable waiting periods thereunder, or any other Competition Law, (iii) to such agreement)or from the PUCT pursuant to authority asserted by the PUCT pursuant to PURA, or the PUCT’s regulations thereunder, and the PUCT Approval, (iv) under the Exchange Act, or (v) to or from any Governmental Entity under applicable Environmental Laws, no filings, reports or notices are required to be made by an SU AssetCo Entity with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by an SU AssetCo Entity from, any Governmental Entity in connection with the execution, delivery and performance by such SU AssetCo Entity of this Agreement or any of the applicable Ancillary Agreements or the consummation of the Transactions, except for any of the foregoing which, if not made or obtained, would not prohibit or restrict or impair in any material respect the ability of have an SU AssetCo to consummate the TransactionsMaterial Adverse Effect.

No Conflicts or Violations; No Consents or Approvals Required. (ia) The execution and delivery by SU AssetCo each SDTS Entity of this Agreement and the applicable Ancillary Agreements does not and will not, and the consummation of the Transactions will not, result in a any breach or violation of or constitute a default under the organizational documents of SU AssetCo (or, in the case of clause (ii) below, give any party to any Contract referred to in such clause, other than SU AssetCo or its successorsan SDTS Entity, the right to cancel or terminate or modify in any material respect the rights or obligations of the parties under) (i) the organizational documents of SU AssetCosuch SDTS Entity, (ii) any Contract to which SU AssetCo such SDTS Entity is a party or is bound or (iii) any Order to which SU AssetCo such SDTS Entity is subject or any Law applicable to SU AssetCosuch SDTS Entity, except for, in the case of clauses (ii) and (iii) above, any such breach, violation or default that would not prohibit or restrict or impair in any material respect the ability of SU AssetCo reasonably be expected to consummate the Transactionshave an SDTS Material Adverse Effect. (iib) Other than the filings, reports and notices and the consents, registrations, approvals, permits and authorizations referred required to be made or obtained (i) to or from the Secretary of State of the State of Texas or the Secretary of State of the State of Delaware in Section 5.03(bconnection with the filing of the SDTS Merger Certificates and the Oncor Merger Certificate, (ii) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), including the expiration or earlier termination of applicable waiting periods thereunder, or any other Competition Law, (iii) to or from the Public Utility Commission of Texas (the “PUCT”) pursuant to authority asserted by the PUCT pursuant to the Public Utility Regulatory Act, as amended (“PURA”), or the PUCT’s regulations thereunder, and the approval of the PUCT with respect to the matters identified in the PUCT Filings (the “PUCT Approval”), (iv) under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) or Section 7.06 of the SDTS-SU-Oncor Merger Agreement (v) to or the disclosure schedules attached to such agreement)from any Governmental Entity under applicable Environmental Laws, no filings, reports or notices are required to be made by SU AssetCo an SDTS Entity with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by SU AssetCo an SDTS Entity from, any Governmental Entity in connection with the execution, delivery and performance by SU AssetCo such SDTS Entity of this Agreement or any of the applicable Ancillary Agreements or the consummation of the Transactions, except for any of the foregoing which, if not made or obtained, would not prohibit or restrict or impair in any material respect the ability of SU AssetCo to consummate the Transactionshave an SDTS Material Adverse Effect.

No Conflicts or Violations; No Consents or Approvals Required. (i) The execution and delivery by SU SDTS AssetCo of this Agreement and the Allocation Agreements does not and will not, and the consummation of the Transactions will not, result in a breach or constitute a default under the organizational documents of SU SDTS AssetCo (or, in the case of clause (ii) below, give any party to any Contract referred to in such clause, other than SU SDTS AssetCo or its successors, the right to cancel or terminate or modify in any material respect the rights or obligations of the parties under) (i) the organizational documents of SU SDTS AssetCo, (ii) any Contract to which SU SDTS AssetCo is a party or is bound or (iii) any Order to which SU SDTS AssetCo is subject or any Law applicable to SU SDTS AssetCo, except for, in the case of clauses (ii) and (iii) above, any such breach, violation or default that would not prohibit or restrict or impair in any material respect the ability of SU SDTS AssetCo to consummate the Transactions. (ii) Other than the filings, reports and notices and the consents, registrations, approvals, permits and authorizations referred to in Section 5.03(b4.03(b) or Section 7.06 of the SDTS-SU-Oncor Merger Agreement (or the disclosure schedules attached to such agreement), no filings, reports or notices are required to be made by SU SDTS AssetCo with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by SU SDTS AssetCo from, any Governmental Entity in connection with the execution, delivery and performance by SU SDTS AssetCo of this Agreement or the Allocation Agreements or the consummation of the Transactions, except for any of the foregoing which, if not made or obtained, would not prohibit or restrict or impair in any material respect the ability of SU SDTS AssetCo to consummate the Transactions.

No Conflicts or Violations; No Consents or Approvals Required. (ia) The execution and delivery by SU AssetCo SDTS of this Agreement and the applicable Ancillary Agreements does not and will not, and the consummation of the Transactions will not, result in a any breach or violation of or constitute a default under the organizational documents of SU AssetCo (or, in the case of clause (ii) below, give any party to any Contract referred to in such clause, other than SU AssetCo or its successorsSDTS, the right to cancel or terminate or modify in any material respect the rights or obligations of the parties under) (i) the organizational documents of SU AssetCoSDTS, (ii) any Contract to which SU AssetCo SDTS is a party or is bound or (iii) any Order to which SU AssetCo SDTS is subject or any Law applicable to SU AssetCoSDTS, except for, in the case of clauses (ii) and (iii) above, any such breach, violation or default that would not prohibit or restrict or impair in any material respect the ability of SU AssetCo reasonably be expected to consummate the Transactionshave a STX Material Adverse Effect. (iib) Other than the filings, reports and notices and the consents, registrations, approvals, permits Permits, Orders and authorizations referred required to in Section 5.03(bbe made or obtained (i) to or Section 7.06 from the Secretary of State of the SDTSState of Texas in connection with the filing of the Certificate of Merger, (ii) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), including the expiration or earlier termination of applicable waiting periods thereunder (the “HSR Period Expiration/Termination”), (iii) such filings, reports or notices to, and consents, registrations, approvals, permits, orders and authorizations to or from the PUCT pursuant to authority asserted by the Public Utility Commission of Texas (the “PUCT”) pursuant to the Texas Public Utility Regulatory Act, Tex. Util. Code Xxx. §§ 11.001-66.016, as amended (“PURA”), the PUCT’s regulations thereunder and the approval of the PUCT thereunder (the “PUCT Approval”), (iv) to or from the FERC pursuant to the Federal Power Act, including the approval of the FERC thereunder (the “FERC Approval” and collectively with the HSR Period Expiration/Termination, the PUCT Approval and the CFIUS Approval, the “Regulatory Approvals”), (v) under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), (vi) to or from ERCOT, (vii) as may be required as a result of SU-Oncor ’s identity, (viii) the submission of a joint voluntary notice of the transactions contemplated by this Agreement and the HIFR Merger Agreement to CFIUS pursuant to the DPA and receipt of the CFIUS Approval, or (or ix) in connection with the disclosure schedules attached to such agreement)HIFR Transactions as contemplated by the HIFR Merger Agreement, no filings, reports or notices are required to be made by SU AssetCo SDTS with, nor are any consents, registrations, approvals, permits Permits, Orders or authorizations required to be obtained by SU AssetCo SDTS from, any Governmental Entity in connection with the execution, delivery and performance by SU AssetCo SDTS of this Agreement or any of the applicable Ancillary Agreements or the consummation of the Transactions, except for any of the foregoing which, if not made or obtained, would not prohibit or restrict or impair in any material respect the ability of SU AssetCo to consummate the Transactionshave a STX Material Adverse Effect.

No Conflicts or Violations; No Consents or Approvals Required. (i) The execution and delivery by SU AssetCo SDTS of this Agreement and the Allocation Agreements does not and will not, and the consummation of the Transactions will not, result in a breach or constitute a default under the organizational documents of SU AssetCo (or, in the case of clause (ii) below, give any party to any a Contract referred to in such clause, other than SU AssetCo SDTS or its successors, the right to cancel or terminate or modify in any material respect the rights or obligations of the parties under) (i) the organizational documents of SU AssetCoSDTS, (ii) any Contract to which SU AssetCo SDTS is a party or is bound or (iii) any Order to which SU AssetCo SDTS is subject or any Law applicable to SU AssetCoSDTS, except for, in the case of clauses (ii) and (iii) above, any such breach, violation or default that would not prohibit or restrict or impair in any material respect the ability of SU AssetCo reasonably be expected to consummate the Transactionshave an SDTS Material Adverse Effect. (ii) Other than the filings, reports and notices and the consents, registrations, approvals, permits and authorizations referred to in Section 5.03(b4.03(b) or and Section 7.06 of the SDTS-SU-Oncor Merger Agreement (or the disclosure schedules attached to such agreement), no filings, reports or notices are required to be made by SU AssetCo SDTS with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by SU AssetCo SDTS from, any Governmental Entity in connection with the execution, delivery and performance by SU AssetCo SDTS of this Agreement or the Allocation Agreements or the consummation of the Transactions, except for any of the foregoing which, if not made or obtained, would not prohibit or restrict or impair in any material respect the ability of SU AssetCo to consummate the Transactionshave an SDTS Material Adverse Effect.

No Conflicts or Violations; No Consents or Approvals Required. (i) The execution and delivery by SU AssetCo Seller of this Agreement does not do not, the execution and delivery by Seller and each of the Seller Affiliates of each Ancillary Agreement to which it is, or is specified to be, a party will not, and the consummation of, in the case of Seller, the Transactions will nottransactions contemplated to be consummated by it by this Agreement and such Ancillary Agreements, result in a breach or constitute a default under the organizational documents of SU AssetCo (or, in the case of clause each of the Seller Affiliates, the transactions contemplated to be consummated by it by such Ancillary Agreements, will not conflict with, or result in any breach of or constitute a default under, or result in the creation of any Lien (iias defined in Section 3.05) below, give any party to any Contract referred to in such clause, (other than SU AssetCo Permitted Liens (as defined in Section 3.05) or its successors, the right to cancel or terminate or modify in Liens caused by Purchaser) upon any material respect the rights or obligations of the parties Transferred Assets or the Licensed Patents, Trademarks and Technology under) , any provision of (i) in the case of Seller, its Certificate of Incorporation or By-laws and, in the case of each of the Seller Affiliates, its comparable organizational documents of SU AssetCodocuments, (ii) except as set forth in Schedule 3.03, any Contract to which SU AssetCo Seller or any of the Seller Affiliates is a party or by which any of the Transferred Assets or the Licensed Patents, Trademarks and Technology is bound bound, or (iii) any Order judgment, order or decree ("Judgment") or Federal, state, local, foreign or provincial statute, law, ordinance, rule or regulation ("Applicable Law") applicable to which SU AssetCo is subject Seller or any Law applicable to SU AssetCoof the Seller Affiliates or any of the Transferred Assets, except forthe Licensed Patents, Trademarks and Technology or the Businesses, other than, in the case of clauses (ii) and (iii) above, any such breach, violation or default items that would not prohibit reasonably be expected to have a Businesses Material Adverse Effect. No consent, approval or restrict authorization ("Consent") of, or impair in registration, declaration or filing with, any material respect the ability Federal, state, local or foreign court of SU AssetCo to consummate the Transactions. competent jurisdiction, governmental agency, authority, instrumentality or regulatory body (ii) Other than the filings, reports and notices and the consents, registrations, approvals, permits and authorizations referred to in Section 5.03(b) or Section 7.06 of the SDTS-SU-Oncor Merger Agreement (or the disclosure schedules attached to such agreementa "Governmental Entity"), no filings, reports or notices are required to be made by SU AssetCo with, nor are any consents, registrations, approvals, permits or authorizations is required to be obtained or made by SU AssetCo from, or with respect to Seller or any Governmental Entity of the Seller Affiliates in connection with the execution, delivery and performance by SU AssetCo of this Agreement or the Ancillary Agreements or the consummation of the TransactionsAcquisition or the other transactions contemplated by this Agreement or the Ancillary Agreements, except for other than (A) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (B) compliance with and filings under the Competition Act (Canada), (C) compliance with and filings and notifications under Environmental Laws (as defined in Section 3.12(b)), (D) those that may be required solely by reason of Purchaser's (as opposed to any other third party's) participation in the Acquisition and the other transactions contemplated hereby and by the Ancillary Agreements and (E) those the failure of the foregoing which, if not made which to obtain or obtained, make would not prohibit or restrict or impair in any material respect the ability of SU AssetCo reasonably be expected to consummate the Transactionshave a Businesses Material Adverse Effect.

No Conflicts or Violations; No Consents or Approvals Required. (i) The execution and delivery by SU AssetCo Seller of this Agreement does not not, the execution and delivery by Seller of each Ancillary Agreement and other agreement and instrument to be executed and delivered in connection with this Agreement and the Ancillary Agreements to which it is, or is specified to be, a party will not, and the consummation by Seller of the Transactions transactions contemplated to be consummated by it by this Agreement and such Ancillary Agreements, will notnot conflict with, or result in a any breach of or constitute a default under the organizational documents or give rise to any right of SU AssetCo (ortermination or acceleration under, or result in the case creation of clause any Lien (iias defined in Section 3.06(a)) below, give any party to any Contract referred to in such clause, (other than SU AssetCo Permitted Liens (as defined in Section 3.06(a)) or Liens arising from acts of Purchaser or its successors, the right to cancel or terminate or modify in affiliates) upon any material respect the rights or obligations of the parties under) Transferred Assets, any provision of (i) the organizational documents Seller’s Articles of SU AssetCoOrganization or Amended and Restated Operating Agreement, (ii) except as set forth in Schedule 3.03, any Business Contract (as defined in Section 3.11(b)) or require notice to which SU AssetCo is a party any person or is bound permit any person to accelerate, terminate, modify or cancel any Business Contract or (iii) any Order to which SU AssetCo is subject material Judgment or any material Applicable Law applicable to SU AssetCoSeller or any of the Transferred Assets. No consent, except forapproval or authorization (“Consent”) of, in the case of clauses (ii) and (iii) aboveor Permit from, or registration, declaration or filing with, any such breachFederal, violation state, local or default that would not prohibit foreign court of competent jurisdiction, governmental agency, authority, instrumentality or restrict or impair in any material respect the ability of SU AssetCo to consummate the Transactions. regulatory body (iia “Governmental Entity”) Other than the filings, reports and notices and the consents, registrations, approvals, permits and authorizations referred to in Section 5.03(b) or Section 7.06 of the SDTS-SU-Oncor Merger Agreement (or the disclosure schedules attached to such agreement), no filings, reports or notices are required to be made by SU AssetCo with, nor are any consents, registrations, approvals, permits or authorizations is required to be obtained or made by SU AssetCo from, any Governmental Entity or with respect to Seller in connection with the execution, delivery and performance by SU AssetCo of this Agreement or any Ancillary Agreement or the consummation of the TransactionsAcquisition, except for any other than (A) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the foregoing which, if not made or obtained, would not prohibit or restrict or impair in any material respect the ability of SU AssetCo to consummate the Transactions.“HSR Act”),

No Conflicts or Violations; No Consents or Approvals Required. (i) The execution and delivery by SU AssetCo Seller of this Agreement does not and will do not, the execution and delivery by Seller and each of the Seller Parties of each Ancillary Agreement to which it is, or is specified to be, a party will not and the consummation of, in the case of Seller, the Transactions will nottransactions contemplated to be consummated by it by this Agreement and such Ancillary Agreements, result in a breach or constitute a default under the organizational documents of SU AssetCo (or, in the case of clause each of the Seller Parties, the transactions contemplated to be consummated by it by such Ancillary Agreements, will not conflict with, or result in any breach of or constitute a default under, or result in the creation of any Lien (ii) below, give any party to any Contract referred to in such clause, other than SU AssetCo Permitted Liens or Liens caused by Purchaser or its successors, the right to cancel or terminate or modify in affiliates) upon any material respect the rights or obligations of the parties Transferred Assets under) , any provision of (i) in the case of Seller, its certificate of incorporation and bylaws and, in the case of each of the Seller Parties, its comparable organizational documents of SU AssetCodocuments, (ii) any Contract to which SU AssetCo Seller or any of the Seller Parties is a party or by which any of the Transferred Assets is bound or bound, (iii) any Order judgment, order or decree (“Judgment”) or (iv) any law, statute, ordinance, legally binding rule or regulation or common law interpretation thereof (“Applicable Law”) applicable to which SU AssetCo is subject Seller or any Law applicable to SU AssetCoof the Seller Parties or any of the Transferred Assets, except forother than, in the case of clauses (ii) and (iiiiv) above, any such breach, violation or default items that would not prohibit reasonably be expected to have a Business Material Adverse Effect. No Consent of, or restrict registration, declaration, filing or impair in any material respect the ability of SU AssetCo to consummate the Transactions. (ii) Other than the filings, reports and notices and the consents, registrations, approvals, permits and authorizations referred to in Section 5.03(b) or Section 7.06 of the SDTS-SU-Oncor Merger Agreement (or the disclosure schedules attached to such agreement), no filings, reports or notices are required to be made by SU AssetCo submission with, nor are any consentsfederal, registrationsstate, approvalsprovincial, permits local or authorizations foreign court of competent jurisdiction, governmental agency, authority, instrumentality or regulatory body (a “Governmental Entity”) is required to be obtained or made by SU AssetCo from, or with respect to Seller or any Governmental Entity of the Seller Parties in connection with the execution, delivery and performance by SU AssetCo of this Agreement or the consummation of the TransactionsAcquisition, except for other than (A) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), (B) the Consents, filings and submissions, and termination or expiration of such other waiting periods as may be required under any other applicable competition, merger control, antitrust or similar Applicable Law of Canada or Mexico (collectively, the “Foreign Antitrust Laws”) (including, if applicable, any filings and submissions before the Federal Economic Competition Commission (Comisión Federal de Competencia Económica) of Mexico (the “CFCE”), as may be required under the Federal Economic Competition Act of Mexico (Ley Federal de Competencia Económica) (the “LFCE”), or the termination or expiration of such other waiting periods as applicable under the LFCE (the “CFCE Approval”)), (C) compliance with and filings under Section 13(a) of the foregoing whichExchange Act, if not made (D) those specifically contemplated by this Agreement, including the registration, recordation or obtainedfiling of the Intellectual Property Assignments, would not prohibit or restrict or impair the Irapuato Deed and the Le Sueur Deed with the applicable Governmental Entities and (E) those that may be required solely by reason of Purchaser’s (as opposed to any third party’s) participation in any material respect the ability of SU AssetCo to consummate Acquisition and the Transactionsother transactions contemplated hereby and by the Ancillary Agreements.

No Conflicts or Violations; No Consents or Approvals Required. (i) The execution and delivery by SU AssetCo Seller of this Agreement does not do not, the execution and delivery by Seller and each of the Seller Affiliates of each Ancillary Agreement to which it is, or is specified to be, a party will not, and the consummation of, in the case of Seller, the Transactions will nottransactions contemplated to be consummated by it by this Agreement and such Ancillary Agreements, result in a breach or constitute a default under the organizational documents of SU AssetCo (or, in the case of clause each of the Seller Affiliates, the transactions contemplated to be consummated by it by such Ancillary Agreements, will not conflict with, or result in any breach of or constitute a default under, or result in the creation of any Lien (ii) below, give any party to any Contract referred to in such clause, other than SU AssetCo Permitted Liens or its successors, the right to cancel or terminate or modify in Liens caused by Purchaser) upon any material respect the rights or obligations of the parties Transferred Assets under) , any provision of (i) in the case of Seller, its Certificate of Incorporation or By-laws and, in the case of each of the Seller Affiliates, its comparable organizational documents of SU AssetCodocuments, (ii) except as set forth in Schedule 3.03, any Contract to which SU AssetCo Seller or any of the Seller Affiliates is a party or by which any of the Transferred Assets is bound bound, or (iii) any Order judgment, order or decree (“Judgment”) or statute, law, ordinance, rule or regulation (“Applicable Law”) applicable to which SU AssetCo is subject Seller or any Law applicable to SU AssetCoof the Seller Affiliates or any of the Transferred Assets, except forother than, in the case of clauses (i), (ii) and (iii) above, any such breach, violation or default items that would not prohibit reasonably be expected to have a Business Material Adverse Effect. No consent, approval or restrict authorization (“Consent”) of, or impair in registration, declaration or filing with, any material respect the ability Federal, state, local or foreign court of SU AssetCo to consummate the Transactions. competent jurisdiction, governmental agency, authority, instrumentality or regulatory body (ii) Other than the filings, reports and notices and the consents, registrations, approvals, permits and authorizations referred to in Section 5.03(b) or Section 7.06 of the SDTS-SU-Oncor Merger Agreement (or the disclosure schedules attached to such agreementa “Governmental Entity”), no filings, reports or notices are required to be made by SU AssetCo with, nor are any consents, registrations, approvals, permits or authorizations is required to be obtained or made by SU AssetCo from, or with respect to Seller or any Governmental Entity of the Seller Affiliates in connection with the execution, delivery and performance by SU AssetCo of this Agreement or the consummation of the TransactionsAcquisition, except for other than (A) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (B) those that may be required solely by reason of Purchaser’s (as opposed to any third party’s) participation in the Acquisition and the other transactions contemplated hereby and by the Ancillary Agreements and (C) those the failure of the foregoing which, if not made which to obtain or obtained, make would not prohibit or restrict or impair in any material respect the ability of SU AssetCo reasonably be expected to consummate the Transactionshave a Business Material Adverse Effect.

No Conflicts or Violations; No Consents or Approvals Required. (ia) The execution and delivery by SU AssetCo each Oncor Entity of this Agreement and the applicable Ancillary Agreements does not and will not, and the consummation of the Transactions will not, result in a any breach or violation of or constitute a default under the organizational documents of SU AssetCo (or, in the case of clause (ii) below, give any party to any Contract referred to in such clause, other than SU AssetCo or its successorsan Oncor Entity, the right to cancel or terminate or modify in any material respect the rights or obligations of the parties under) (i) the organizational documents of SU AssetCosuch Oncor Entity, (ii) any Contract to which SU AssetCo such Oncor Entity is a party or is bound or (iii) any Order to which SU AssetCo such Oncor Entity is subject or any Law applicable to SU AssetCosuch Oncor Entity, in each case subject to obtaining the Bankruptcy Court Approval, and except for, in the case of clauses (ii) and (iii) above, any such breach, violation or default that would not prohibit or restrict or impair in any material respect the ability of SU AssetCo reasonably be expected to consummate the Transactionshave an Oncor Material Adverse Effect. (iib) Other than the filings, reports and notices and the consents, registrations, approvals, permits and authorizations referred required to in Section 5.03(bbe made or obtained (i) to or Section 7.06 from the Secretary of State of the SDTS-SU-State of Texas or the Secretary of State of the State of Delaware in connection with the filing of the SDTS Merger Certificates, the SU Merger Certificates or the Oncor Merger Agreement Certificate, (ii) under the HSR Act, including the expiration or earlier termination of applicable waiting periods thereunder, or any other Competition Law, (iii) to or from the PUCT pursuant to authority asserted by the PUCT pursuant to PURA, or the disclosure schedules attached PUCT’s regulations thereunder, and the PUCT Approval, (iv) under the Exchange Act or (v) to such agreement)or from any Governmental Entity under applicable Environmental Laws, no filings, reports or notices are required to be made by SU AssetCo an Oncor Entity with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by SU AssetCo an Oncor Entity from, any Governmental Entity in connection with the execution, delivery and performance by SU AssetCo such Oncor Entity of this Agreement or any of the applicable Ancillary Agreements or the consummation of the Transactions, in each case subject to obtaining the Bankruptcy Court Approval, and except for any of the foregoing which, if not made or obtained, would not prohibit or restrict or impair in any material respect the ability of SU AssetCo to consummate the Transactionshave an Oncor Material Adverse Effect.

No Conflicts or Violations; No Consents or Approvals Required. (i) The execution and delivery by SU AssetCo Seller of this Agreement does not do not, the execution and delivery by Seller and each of the Seller Subsidiaries of each Ancillary Agreement to which it is, or will be, a party will not, and the consummation of the Transactions transactions contemplated to be consummated by it by this Agreement and such Ancillary Agreements will notnot conflict with, or result in a any breach of or constitute a default under (or an event that, with notice or lapse of time or both, would become a default), require any consent of any person pursuant to, or give to others any rights of termination, acceleration or cancellation under, allow the organizational documents imposition of SU AssetCo any fees or penalties, require the offering or making of any payment or redemption, or result in the creation of any Lien (orother than Permitted Liens or Liens caused by Purchaser) upon any of the Transferred Assets under, any provision of (i) in the case of Seller, its Certificate of Incorporation or By-laws and, in the case of clause (ii) below, give any party to any Contract referred to in such clause, other than SU AssetCo or its successors, the right to cancel or terminate or modify in any material respect the rights or obligations each of the parties under) (i) the Seller Subsidiaries, its comparable organizational documents of SU AssetCodocuments, (ii) any Contract (including any Transferred Contract) to which SU AssetCo Seller or any of the Seller Subsidiaries is a party or by which the Business or any of the Transferred Assets or Assumed Liabilities is bound bound, or (iii) any Order injunction, judgment, order or decree (“Judgment”) or statute, law, ordinance, legally-binding rule, executive order, code or regulation applicable to which SU AssetCo is subject Seller or any Law applicable to SU AssetCoof the Seller Subsidiaries, except forthe Business or any of the Transferred Assets or Assumed Liabilities (“Applicable Law”), other than, in the case of clauses (ii) and (iii) above, any such breach, violation or default items that have not had and would not prohibit reasonably be expected to have a Business Material Adverse Effect or restrict or impair in any material respect the ability of SU AssetCo to consummate the Transactions. (ii) Other than the filings, reports and notices and the consents, registrations, approvals, permits and authorizations referred to in except as set 101951134.15 forth on Section 5.03(b) or Section 7.06 3.03 of the SDTS-SU-Oncor Merger Agreement Seller Disclosure Schedule. No Consent, permit, authorization or approval of, or registration, declaration, notice or filing with, any Federal, state, local or foreign government, court, tribunal, arbitral body, governmental agency, authority, instrumentality, commission or regulatory body (or the disclosure schedules attached to such agreementa “Governmental Entity”), no filings, reports or notices are required to be made by SU AssetCo with, nor are any consents, registrations, approvals, permits or authorizations is required to be obtained or made by SU AssetCo from, or with respect to Seller or any Governmental Entity of the Seller Subsidiaries in connection with the execution, delivery and performance by SU AssetCo of this Agreement or any of the Ancillary Agreements or the consummation of the TransactionsAcquisition and the other transactions contemplated hereby and by the Ancillary Agreements, except for other than (A) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (B) the filings and receipt, termination or expiration, as applicable, of such other approvals or waiting periods as may be required under any other applicable competition, merger control, antitrust or similar Applicable Law of any jurisdiction (together with the foregoing whichHSR Act, if not made “Antitrust Laws”), (C) those that may be required solely by reason of Purchaser’s (as opposed to any other third party’s) participation in the Acquisition and the other transactions contemplated hereby and by the Ancillary Agreements and (D) those the failure of which to obtain or obtainedmake would not, would not prohibit individually or restrict or impair in any material respect the ability of SU AssetCo aggregate, reasonably be expected to consummate the Transactionshave a Business Material Adverse Effect.

No Conflicts or Violations; No Consents or Approvals Required. (ia) The execution and delivery by SU AssetCo the Sellers of this Agreement does not not, and the execution and delivery by each of the Sellers of the Ancillary Agreements to which it is, or is specified to be, a party will not, and the consummation of the Transactions Acquisition and the other transactions contemplated hereby and thereby will not, conflict with, or result in any violation of or default under, or give rise to a breach right of termination, cancellation or constitute a default acceleration of any obligation under, or result in the creation of any Lien upon any of the assets or properties of the Company, under the organizational documents any provision of SU AssetCo (or, i) in the case of clause (ii) below, give any party to any Contract referred to in such clause, other than SU AssetCo or its successors, the right to cancel or terminate or modify in any material respect the rights or obligations each of the parties under) (i) the organizational documents Sellers, its certificate of SU AssetCoincorporation and by-laws, (ii) any Contract to which SU AssetCo any Seller is a party or is by which any of its respective properties or assets are bound or (iii) any Order award, decision, injunction, judgment, order or ruling issued, made or rendered by any court, administrative agency or other Governmental Entity or arbitrator (“Judgment”) or, subject to which SU AssetCo is subject Section 3.03(b), statute, law, ordinance, rule or any Law regulation (“Applicable Law”) applicable to SU AssetCoany Seller or its respective properties or assets, except forother than, in the case of clauses (ii) and (iii) above, any such breach, violation or default items that would not prohibit reasonably be expected to have a Seller Material Adverse Effect. The License Agreement is, as of the date hereof, and will be, as of the Closing Date, in full force and effect. The execution and delivery of this Agreement does not, and the execution and delivery of the Ancillary Agreements will not, and the consummation of the Acquisition and the other transactions contemplated hereby and thereby (including MPH’s ceasing to own the Interests) will not, conflict with, or restrict or impair result in any material respect violation of or default under, or give rise to a right of termination, cancellation or acceleration of any obligation under, the ability of SU AssetCo to consummate the TransactionsLicense Agreement. (iib) Other than the filingsNo consent, reports and notices and the consentsapproval, registrationsauthorization, approvalsclearance, permits and authorizations referred to in Section 5.03(bexception, waiver or similar affirmation (“Consent”) of, or Section 7.06 of the SDTS-SU-Oncor Merger Agreement (registration, declaration or the disclosure schedules attached to such agreement), no filings, reports or notices are required to be made by SU AssetCo with, nor are filing with any consents, registrations, approvals, permits or authorizations Governmental Entity is required to be obtained by SU AssetCo from, any Governmental Entity or made in connection with the execution, delivery and performance by SU AssetCo of this Agreement or the consummation of the TransactionsAcquisition and the other transactions contemplated hereby, except for any other than (i) compliance with and filings under the HSR Act and applicable North American Competition Laws, (ii) those that may be required solely by reason of the foregoing whichparticipation of Purchaser or Purchaser’s affiliates (as opposed to any other third party) in the Acquisition and the transactions contemplated hereby and (iii) those the failure of which to obtain or make, if not made individually or obtainedin the aggregate, would not prohibit reasonably be expected to have a Seller Material Adverse Effect. No Consent of Visa International Service Association is required to be obtained in connection with the execution, delivery and performance of this Agreement or restrict or impair in any material the consummation of the Acquisition and the other transactions contemplated hereby, other than the Consent of Visa International Service Association with respect to the ability grant of SU AssetCo a license to consummate the TransactionsCompany to use the trademark “POS-Port” pursuant to the Visa International Trademark License Agreement.

No Conflicts or Violations; No Consents or Approvals Required. (i) The execution and delivery by SU AssetCo Seller of this Agreement does not do not, the execution and delivery by Seller and each of the Seller Affiliates of each Ancillary Agreement to which it is, or is specified to be, a party will not, and the consummation of, in the case of Seller, the Transactions will nottransactions contemplated to be consummated by it by this Agreement and such Ancillary Agreements, result in a breach or constitute a default under the organizational documents of SU AssetCo (or, in the case of clause each of the Seller Affiliates, the transactions contemplated to be consummated by it by such Ancillary Agreements, will not conflict with, or result in any breach of or constitute a default under, or result in the creation of any Lien (ii) below, give any party to any Contract referred to in such clause, other than SU AssetCo Permitted Liens or its successors, the right to cancel or terminate or modify in Liens caused by Purchaser) upon any material respect the rights or obligations of the parties Transferred Assets under) , any provision of (i) in the case of Seller, its Certificate of Incorporation or By-laws and, in the case of each of the Seller Affiliates, its comparable organizational documents of SU AssetCodocuments, (ii) any Contract to which SU AssetCo Seller or any of the Seller Affiliates is a party or by which any of the Transferred Assets is bound or (iii) any Order judgment, order or decree (“Judgment”) or statute, law, ordinance, rule or regulation applicable to which SU AssetCo is subject Seller or any Law applicable to SU AssetCoof the Seller Affiliates or any of the Transferred Assets (“Applicable Law”), except forother than, in the case of clauses (i), (ii) and (iii) above, any such breach, violation or default items that would not prohibit reasonably be expected to have a Business Material Adverse Effect. No Consent of, or restrict registration, declaration or impair in filing with, any material respect the ability Federal, state, local or foreign court of SU AssetCo to consummate the Transactions. competent jurisdiction, governmental agency, authority, instrumentality or regulatory body (ii) Other than the filings, reports and notices and the consents, registrations, approvals, permits and authorizations referred to in Section 5.03(b) or Section 7.06 of the SDTS-SU-Oncor Merger Agreement (or the disclosure schedules attached to such agreementa “Governmental Entity”), no filings, reports or notices are required to be made by SU AssetCo with, nor are any consents, registrations, approvals, permits or authorizations is required to be obtained or made by SU AssetCo from, or with respect to Seller or any Governmental Entity of the Seller Affiliates in connection with the execution, delivery and performance by SU AssetCo of this Agreement or the consummation of the TransactionsAcquisition, except for other than (A) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (B) the filings and receipt, termination or expiration, as applicable, of such other approvals or waiting periods as may be required under any other applicable competition, merger control, antitrust or similar Applicable Law of any jurisdiction, (C) compliance with and filings and notifications under applicable Environmental Laws, (D) compliance with and filings under Section 13(a) of the foregoing whichExchange Act, if not made (E) those that may be required solely by reason of Purchaser’s (as opposed to any third party’s) participation in the Acquisition and the other transactions contemplated hereby and by the Ancillary Agreements and (F) those the failure of which to obtain or obtained, make would not prohibit or restrict or impair in any material respect the ability of SU AssetCo reasonably be expected to consummate the Transactionshave a Business Material Adverse Effect.

No Conflicts or Violations; No Consents or Approvals Required. (i) The execution and delivery by SU AssetCo of this Agreement does not by Seller do not, the execution and delivery by Seller of each Ancillary Agreement to which it is, or is specified to be, a party will not, and the consummation of the Transactions transactions contemplated to be consummated by it by this Agreement and such Ancillary Agreements will notnot conflict with, or result in a any breach of or constitute a default under the organizational documents of SU AssetCo (orunder, or result in the case creation of clause (ii) below, give any party to Lien upon any Contract referred to in such clause, other than SU AssetCo or its successors, the right to cancel or terminate or modify in any material respect the rights or obligations of the parties under) Transferred Assets under any provision of (i) the organizational documents Seller’s Certificate of SU AssetCoIncorporation or By-laws or CLRT’s Certificate of Formation or Amended and Restated Limited Liability Company Agreement dated September 15, 2006, (ii) except as set forth in Schedule 3.03, any Transferred Contract to which SU AssetCo either Seller Party is a party or by which any of the Transferred Assets is bound bound, or (iii) any Order to which SU AssetCo is subject judgment, order or decree (“Judgment”) or any Law federal, state, local, municipal, foreign, international, multinational or other administrative statute, law, ordinance, interpretation, principle of common law, judicial decision, treaty, rule or regulation applicable to SU AssetCoeither Seller Party in respect of the Business or any of the Transferred Assets (“Applicable Law”), except forother than, in the case of clauses (ii) and (iii) above, above any such breach, violation or default items that would not prohibit or restrict or impair reasonably be expected to have a Business Material Adverse Effect. Except as set forth in any material respect the ability of SU AssetCo to consummate the Transactions. (ii) Other than the filings, reports and notices and the consents, registrations, approvals, permits and authorizations referred to in Section 5.03(b) or Section 7.06 of the SDTS-SU-Oncor Merger Agreement (or the disclosure schedules attached to such agreement)Schedule 3.03, no filingsconsent, reports approval or notices are required to be made by SU AssetCo authorization (“Consent”) of, or registration, declaration or filing with, nor are any consentsFederal, registrationsstate, approvalslocal or foreign court of competent jurisdiction, permits tribunal, judicial body, government, governmental agency, authority, instrumentality or authorizations regulatory body (a “Governmental Entity”) is required to be obtained or made by SU AssetCo from, any Governmental Entity or with respect to either Seller Party in connection with the execution, delivery and performance by SU AssetCo of this Agreement Agreement, the Ancillary Agreements or the consummation of the TransactionsAcquisition, except for other than (A) those that may be required solely by reason of Purchaser’s (as opposed to any other third party’s) participation in the Acquisition and the other transactions contemplated hereby and by the Ancillary Agreements and (B) those the failure of the foregoing which, if not made which to obtain or obtained, make would not prohibit or restrict or impair in any material respect the ability of SU AssetCo reasonably be expected to consummate the Transactionshave a Business Material Adverse Effect.

No Conflicts or Violations; No Consents or Approvals Required. (i) The execution and delivery by SU AssetCo Seller of this Agreement does not do not, the execution and delivery by Seller and each of the Seller Affiliates of each Ancillary Agreement to which it is, or is specified to be, a party will not, and the consummation of, in the case of Seller, the Transactions will nottransactions contemplated to be consummated by it by this Agreement and such Ancillary Agreements, result in a breach or constitute a default under the organizational documents of SU AssetCo (or, in the case of clause each of the Seller Affiliates, the transactions contemplated to be consummated by it by such Ancillary Agreements, will not conflict with, or result in any breach of or constitute a default under, or result in the creation of any Lien (ii) below, give any party to any Contract referred to in such clause, other than SU AssetCo Permitted Liens or its successors, the right to cancel or terminate or modify in Liens caused by Purchaser) upon any material respect the rights or obligations of the parties Transferred Assets under) , any provision of (i) in the case of Seller, its Certificate of Incorporation or By-laws and, in the case of each of the Seller Affiliates, its comparable organizational documents of SU AssetCodocuments, (ii) any Contract to which SU AssetCo Seller or any of the Seller Affiliates is a party or by which any of the Transferred Assets is bound or (iii) any Order to which SU AssetCo is subject judgment, order or any Law applicable to SU AssetCodecree (“Judgment”) or Applicable Law, except forother than, in the case of clauses (i), (ii) and (iii) above, any such breach, violation or default items that would not prohibit reasonably be expected to have a material adverse effect on the Transferred Assets, taken as a whole. No Consent of, or restrict registration, declaration or impair in filing with, any material respect the ability Federal, state, local or foreign court of SU AssetCo to consummate the Transactions. competent jurisdiction, governmental agency, authority, instrumentality or regulatory body (ii) Other than the filings, reports and notices and the consents, registrations, approvals, permits and authorizations referred to in Section 5.03(b) or Section 7.06 of the SDTS-SU-Oncor Merger Agreement (or the disclosure schedules attached to such agreementa “Governmental Entity”), no filings, reports or notices are required to be made by SU AssetCo with, nor are any consents, registrations, approvals, permits or authorizations is required to be obtained or made by SU AssetCo from, or with respect to Seller or any Governmental Entity of the Seller Affiliates in connection with the execution, delivery and performance by SU AssetCo of this Agreement or the consummation of the TransactionsAcquisition, except for other than (A) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (B) the filings and receipt, termination or expiration, as applicable, of such other approvals or waiting periods as may be required under any other applicable competition, merger control, antitrust or similar Applicable Law of any jurisdiction, (C) compliance with and filings and notifications under applicable Environmental Laws, (D) compliance with and filings under Section 13(a) of the foregoing whichExchange Act, if not made (E) those that may be required solely by reason of Purchaser’s (as opposed to any other third party’s) participation in the Acquisition and the other transactions contemplated hereby and by the Ancillary Agreements and (F) those the failure of which to obtain or obtained, make would not prohibit or restrict or impair in any material respect the ability of SU AssetCo reasonably be expected to consummate the Transactionshave a Business Material Adverse Effect.