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

No Conflicts or Violations; No Consents or Approvals Required. (a) The execution, delivery and performance by Seller of this Agreement and the other Seller Ancillary Documents does not, and the consummation of the transactions contemplated hereby and thereby will not, (i) violate, conflict with, or result in any breach of any provision of Seller's organizational documents or (ii) subject to obtaining the Consents or making the registrations, declarations or filings set forth in the last sentence of this Section (a), violate in any material respect any Applicable Law or material Contract binding upon Seller. Except as set forth on Schedule 4.4(a), no Consent of any Governmental Authority or any other person is required for Seller in connection with Seller's execution, delivery or performance of this Agreement or the Seller Ancillary Documents or consummation of the transactions contemplated hereby or thereby. (b) The consummation of the transactions contemplated by this Agreement and the other Seller Ancillary Documents will not, (i) violate, conflict with, or result in any breach of any provision of the Company's organizational documents or (ii) subject to obtaining the Consents or making the registrations, declarations or filings set forth in the next sentence, violate in any material respect any Applicable Law or material contract binding upon the Company. Except as set forth on Schedule 4.4(b), no Consent of any Governmental Authority or any other person is required for the Company in connection with the performance of this Agreement and the Seller Ancillary Documents or the consummation of the transactions contemplated hereby or thereby.

No Conflicts or Violations; No Consents or Approvals Required. (a) The execution, delivery and performance by Seller of this Agreement and the other Seller Ancillary Documents to which it is a party does not, and the consummation of the transactions contemplated hereby and thereby will not, (i) violate, conflict with, or result in any breach of any provision of Seller's ’s organizational documents or (ii) subject to obtaining the Consents or making the registrations, declarations or filings set forth in the last sentence of this Section (a)next sentence, violate in any material respect any Applicable Law or material Contract binding upon Seller. Except as set forth on Seller Disclosure Schedule 4.4(a)4.4, no Consent of any Governmental Authority Entity or any other person is required for Seller in connection with Seller's the execution, delivery or and performance of this Agreement or and the other Seller Ancillary Documents or the consummation of the transactions contemplated hereby or thereby. (b) The consummation of the transactions contemplated by this Agreement and the other Seller Ancillary Documents will not, (i) violate, conflict with, or result in any breach of any provision of the Company's ’s or UNEV Pipeline’s organizational documents or (ii) subject to obtaining the Consents or making the registrations, declarations or filings set forth in the next sentence, violate in any material respect any Applicable Law or material contract Contract binding upon the Company, UNEV Pipeline or the Pipeline. Except as set forth on Seller Disclosure Schedule 4.4(b)4.4, no Consent of any Governmental Authority Entity or any other person is required for the Company or UNEV Pipeline in connection with the performance of this Agreement and the Seller Ancillary Documents or the consummation of the transactions contemplated hereby or thereby.

No Conflicts or Violations; No Consents or Approvals Required. (a) The execution, delivery and performance by Seller of this Agreement and the other Seller Ancillary Documents does not, and the consummation of the transactions contemplated hereby and thereby will not, (i) violate, conflict with, or result in any breach of any provision of Seller's ’s organizational documents or (ii) subject to obtaining the Consents or making the registrations, declarations or filings set forth in the last sentence of this Section (a)next sentence, violate in any material respect any Applicable Law or material Contract binding upon such Seller. Except as set forth on Schedule 4.4(a), no Consent of any Governmental Authority or any other person is required for Seller in connection with Seller's ’s execution, delivery or performance of this Agreement or the Seller Ancillary Documents or consummation of the transactions contemplated hereby or thereby. (b) The consummation of the transactions contemplated by this Agreement and the other Seller Ancillary Documents will not, (i) violate, conflict with, or result in any breach of any provision of the Company's ’s organizational documents or (ii) subject to obtaining the Consents or making the registrations, declarations or filings set forth in the next sentence, violate in any material respect any Applicable Law or material contract binding upon the Company. Except as set forth on Schedule 4.4(b), no Consent of any Governmental Authority or any other person is required for the Company in connection with the performance of this Agreement and the Seller Ancillary Documents or the consummation of the transactions contemplated hereby or thereby.

No Conflicts or Violations; No Consents or Approvals Required. (a) The execution, delivery and performance by each Seller of this Agreement and the other Seller Ancillary Documents to which it is a party does not, and the consummation of the transactions contemplated hereby and thereby will not, (i) violate, conflict with, or result in any breach of any provision of Seller's ’s organizational documents or (ii) subject to obtaining the Consents or making the registrations, declarations or filings set forth in the last sentence of this Section (a)next sentence, violate in any material respect any Applicable applicable Law or material Contract contract binding upon such Seller. Except as set forth on Schedule 4.4(a), no No Consent of any Governmental Authority Entity or any other person is required for either Seller in connection with Seller's the execution, delivery or and performance of this Agreement or and the Seller Ancillary Documents to which each Seller is a party or the consummation of the transactions contemplated hereby or thereby. (b) The consummation of the transactions contemplated by this Agreement and the other Seller Ancillary Documents will not, (i) violate, conflict with, or result in any breach of any provision of the either Company's ’s organizational documents or (ii) subject to obtaining the Consents or making the registrations, declarations or filings set forth in the next sentence, violate in any material respect any Applicable applicable Law or material contract binding upon the either Company. Except as set forth on Schedule 4.4(b), no No Consent of any Governmental Authority Entity or any other person is required for the either Company in connection with the performance of this Agreement and the Seller Ancillary Documents or the consummation of the transactions contemplated hereby or thereby.

No Conflicts or Violations; No Consents or Approvals Required. (ai) The execution, execution and delivery and performance by Seller SU of this Agreement does not and the other Seller Ancillary Documents does will not, and the consummation of the transactions contemplated hereby and thereby Transactions will not, (i) violate, conflict with, or result in any a breach or constitute a default under (or, in the case of any provision of Seller's organizational documents or clause (ii) subject below, give any party to obtaining a Contract referred to in such clause, other than SU or its successors, the Consents right to cancel or making the registrations, declarations terminate or filings set forth in the last sentence of this Section (a), violate modify in any material respect the rights or obligations of the parties under) (i) the organizational documents of SU, (ii) any Applicable Contract to which SU is a party or is bound or (iii) any Order to which SU is subject or any Law applicable to SU, except for, in the case of clauses (ii) and (iii) above, any such breach, violation or material Contract binding upon Seller. Except as set forth on Schedule 4.4(adefault that would not reasonably be expected to have an SU 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(b) or Section 7.06 of the SDTS-SU-Oncor Merger Agreement (or the disclosure schedules attached to such agreement), no Consent of filings, reports or notices are required to be made by SU with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by SU from, any Governmental Authority or any other person is required for Seller Entity in connection with Seller's the execution, delivery or and performance by SU of this Agreement or the Seller Ancillary Documents or consummation of the transactions contemplated hereby or thereby. (b) The consummation Transactions, except for any of the transactions contemplated by this Agreement and the other Seller Ancillary Documents will notforegoing which, (i) violateif not made or obtained, conflict with, or result in any breach of any provision of the Company's organizational documents or (ii) subject to obtaining the Consents or making the registrations, declarations or filings set forth in the next sentence, violate in any material respect any Applicable Law or material contract binding upon the Company. Except as set forth on Schedule 4.4(b), no Consent of any Governmental Authority or any other person is required for the Company in connection with the performance of this Agreement and the Seller Ancillary Documents or the consummation of the transactions contemplated hereby or therebywould not have an SU Material Adverse Effect.

No Conflicts or Violations; No Consents or Approvals Required. (a) The execution, delivery and performance by Seller the Sellers of this Agreement and the other Seller Ancillary Documents to which they are a party does not, and the consummation of the transactions contemplated hereby and thereby will not, (i) violate, conflict with, or result in any breach of any provision of Seller's organizational documents or (ii) subject to obtaining the Consents or making the registrations, declarations or filings set forth in the last sentence of this Section (a), violate in any material respect any Applicable Law or material Contract binding upon Seller. Except as set forth on Schedule 4.4(a), no Consent of any Governmental Authority or any other person is required for Seller in connection with Seller's execution, delivery or performance of this Agreement or the Seller Ancillary Documents or consummation of the transactions contemplated hereby or thereby. (b) The consummation of the transactions contemplated by this Agreement and the other Seller Ancillary Documents will not, (i) violate, conflict with, or result in any breach of any provision of the Company's organizational documents Sellers’ respective certificates of formation, limited liability company agreement, limited partnership agreement or similar governing documents, (iib) subject to obtaining the Consents violate any Order or making the registrations, declarations or filings set forth in the next sentence, violate in any material respect any Applicable Law to which the Sellers are subject or material contract binding upon to which any Transferred Asset is subject, (c) except as listed in Schedule 4.3, result in a breach of, constitute a default under, result in the Companyacceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice or trigger any rights to payment or other compensation under any Contract to which the Sellers are a party or by which they are bound that relates to the Transferred Assets, or that could prevent or materially delay the consummation of the transactions contemplated by this Agreement and the Ancillary Documents, or (d) result in the creation of any Encumbrances (other than Permitted Encumbrances) on any Transferred Asset. Except Other than as set forth on in Schedule 4.4(b3.2(j), no Consent of any Governmental Authority or any other person is Consents are required for the Company in connection with the execution, delivery and performance by the Sellers of this Agreement and the Seller Ancillary Documents or the consummation of the transactions contemplated hereby or thereby.

No Conflicts or Violations; No Consents or Approvals Required. (a) The execution, execution and delivery and performance by Seller Purchaser of this Agreement do not, the execution and the other Seller delivery by Purchaser of each Ancillary Documents does Agreement to which it is, or is specified to be, a party will not, and the consummation of the transactions contemplated hereby to be consummated by it by this Agreement and thereby such Ancillary Agreements will not, (i) violate, conflict with, with or result in any breach of or constitute a default under, or result in the creation of any Lien upon any of the properties or assets of Purchaser under, any provision of Seller's (i) the organizational documents or of Purchaser, (ii) subject any Contract to obtaining the Consents which Purchaser or making the registrationsany of its Subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) any Judgment or applicable Law applicable to Purchaser or any of its Subsidiaries or their respective properties or assets, declarations or filings set forth other than, in the last sentence case of this Section clauses (a)ii) and (iii) above, violate in any material respect any Applicable Law such items that would not reasonably be expected to have a Purchaser Material Adverse Effect. (b) No consent, approval or material Contract binding upon Seller. Except as set forth on Schedule 4.4(a)authorization of, no Consent of or registration, declaration or filing with, any Governmental Authority Entity is required to be obtained or made by or with respect to Purchaser or any other person is required for Seller of its Subsidiaries in connection with Seller's the execution, delivery or and performance of this Agreement or the Seller Ancillary Documents or consummation of the Acquisition other than (i) compliance with and filings under the HSR Act and any other applicable Law relating to competition where clearance is required prior to the Closing, (ii) compliance with and filings and notifications under Environmental Laws, (iii) those that may be required solely by reason of Seller’s (as opposed to any third party’s) participation in the Acquisition and the other transactions contemplated hereby and by the Ancillary Agreements and (iv) those the failure of which to obtain or therebymake would not reasonably be expected to have a Purchaser Material Adverse Effect. (b) The consummation of the transactions contemplated by this Agreement and the other Seller Ancillary Documents will not, (i) violate, conflict with, or result in any breach of any provision of the Company's organizational documents or (ii) subject to obtaining the Consents or making the registrations, declarations or filings set forth in the next sentence, violate in any material respect any Applicable Law or material contract binding upon the Company. Except as set forth on Schedule 4.4(b), no Consent of any Governmental Authority or any other person is required for the Company in connection with the performance of this Agreement and the Seller Ancillary Documents or the consummation of the transactions contemplated hereby or thereby.

No Conflicts or Violations; No Consents or Approvals Required. (a) The execution, execution and delivery and performance by Seller of this Agreement do not, the execution and the other delivery by Seller of each Ancillary Documents does Agreement to which it is, or is specified to be, a party will not, and the consummation of the transactions contemplated hereby to be consummated by it by this Agreement and thereby such Ancillary Agreements will not, (i) violate, conflict with, with or result in any breach of or constitute a default under, or result in the creation of any Lien (other than Permitted Liens or Liens caused by Purchaser) upon any of the Transferred Assets under, any provision of Seller's organizational documents (i) its certificate of incorporation or by-laws, (ii) subject any material Contract to obtaining which Seller is a party or by which any of the Consents Transferred Assets is bound, or making (iii) any material Judgment or applicable Law applicable to Seller or any of the registrationsTransferred Assets, declarations or filings set forth other than, in the last sentence case of this Section clause (a)ii) above only, violate in any material respect any Applicable Law such items that would not reasonably be expected to materially and adversely affect the Business or material Contract binding upon Seller. Except the Transferred Assets, taken as set forth on Schedule 4.4(a)a whole. (b) No consent, no Consent of approval or authorization of, or registration, declaration or filing with, any Governmental Authority or any other person Entity is required for to be obtained or made by or with respect to Seller in connection with Seller's the execution, delivery or and performance of this Agreement or the Seller Ancillary Documents or consummation of the Acquisition, other than (i) compliance with and filings under the HSR Act and any other applicable Law relating to competition where clearance is required prior to the Closing and (ii) 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 or therebyand by the Ancillary Agreements. (b) The consummation of the transactions contemplated by this Agreement and the other Seller Ancillary Documents will not, (i) violate, conflict with, or result in any breach of any provision of the Company's organizational documents or (ii) subject to obtaining the Consents or making the registrations, declarations or filings set forth in the next sentence, violate in any material respect any Applicable Law or material contract binding upon the Company. Except as set forth on Schedule 4.4(b), no Consent of any Governmental Authority or any other person is required for the Company in connection with the performance of this Agreement and the Seller Ancillary Documents or the consummation of the transactions contemplated hereby or thereby.

No Conflicts or Violations; No Consents or Approvals Required. (a) The execution, delivery and performance by Seller the Sellers of this Agreement and the other Seller Ancillary Documents to which it is a party does not, and the consummation of the transactions contemplated hereby and thereby will not, (ia) violate, conflict with, or result in any breach of any provision of such Seller's organizational documents ’s certificate of incorporation, bylaws, certificate of formation, limited liability company agreement or similar governing documents, (iib) subject to obtaining the Consents or making the registrations, declarations or filings set forth in the last sentence of this Section (a), violate in any material respect any Applicable Law to which any Seller is subject or material to which any Transferred Asset is subject or (c) result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice or trigger any rights to payment or other compensation under any Contract binding upon Seller. Except as set forth on Schedule 4.4(a)(oral or written) to which any Seller is a party or by which it is bound that relates to the Transferred Assets, no Consent of any Governmental Authority or any other person is required for Seller in connection with Seller's execution, delivery that could prevent or performance of this Agreement or materially delay the Seller Ancillary Documents or consummation of the transactions contemplated hereby or thereby. (b) The consummation of the transactions contemplated by this Agreement and the other Seller Ancillary Documents will not, (i) violate, conflict with, or result in any breach of any provision of the Company's organizational documents or (ii) subject to obtaining the Agreement. No Consents or making the registrations, declarations or filings set forth in the next sentence, violate in any material respect any Applicable Law or material contract binding upon the Company. Except as set forth on Schedule 4.4(b), no Consent of any Governmental Authority or any other person is are required for the Company in connection with the execution, delivery and performance by any Seller of this Agreement and the Seller Ancillary Documents to which any Seller is a party or the consummation of the transactions contemplated hereby or thereby.

No Conflicts or Violations; No Consents or Approvals Required. (a) The execution, delivery and performance by Seller each of the Contributors of this Agreement and the other Seller Contributor Ancillary Documents to which such Contributor is a party does not, and the consummation of the transactions contemplated hereby and thereby will not, (ia) violate, conflict with, or result in any breach of any provision provisions of Seller's organizational documents such Contributor’s Organizational Documents, (b) violate any Order or (ii) subject to obtaining the Consents or making the registrations, declarations or filings set forth in the last sentence of this Section (a), violate in any material respect any Applicable Law to which such Contributor is subject or material to which any Transferred Asset is subject, (c) except as listed in Schedule 4.3, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice or trigger any rights to payment or other compensation under any Contract binding upon Seller. Except as set forth on Schedule 4.4(a)to which such Contributor is a party or by which such Contributor is bound that relates to the Transferred Assets, no Consent of any Governmental Authority or any other person is required for Seller in connection with Seller's execution, delivery that could prevent or performance of this Agreement or materially delay the Seller Ancillary Documents or consummation of the transactions contemplated hereby or thereby. (b) The consummation of the transactions contemplated by this Agreement and the other Seller Ancillary Documents will not, (i) violate, conflict withTransaction Documents, or (d) result in any breach the creation of any provision of the Company's organizational documents or Encumbrances (iiother than Permitted Encumbrances) subject to obtaining the Consents or making the registrations, declarations or filings on any Transferred Asset. Other than as set forth in the next sentence, violate in any material respect any Applicable Law or material contract binding upon the Company. Except as set forth on Schedule 4.4(b3.2(f), no Consent of any Governmental Authority or any other person is Consents are required for the Company in connection with the execution, delivery and performance by the Contributors of this Agreement and the Seller Contributor Ancillary Documents Documents, or the consummation of the transactions contemplated hereby or thereby.