Common use of No Conflicts or Violations Clause in Contracts

No Conflicts or Violations. None of the (i) offering, issuance and sale by the Partnership and EPO of the Securities, (ii) the execution, delivery and performance of this Agreement, the Indenture and the Securities by the Enterprise Parties that are parties hereto or thereto, or (iii) consummation of the transactions contemplated hereby and thereby (A) conflicts or will conflict with or constitutes or will constitute a violation of the certificate of limited partnership or agreement of limited partnership, certificate of formation or limited liability company agreement, certificate or articles of incorporation or bylaws or other organizational documents of any of the Partnership Entities, (B) conflicts or will conflict with or constitutes or will constitute a breach or violation of, or a default (or an event that, with notice or lapse of time or both, would constitute such a default) under, any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which any of the Partnership Entities is a party or by which any of them or any of their respective properties or assets may be bound, (C) violates or will violate any statute, law or regulation or any order, judgment, decree or injunction of any court, arbitrator or governmental agency or body having jurisdiction over any of the Partnership Entities or any of their respective properties or assets, or (D) results or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of any of the Partnership Entities, which conflicts, breaches, violations, defaults or liens, in the case of clauses (B) or (D), would, individually or in the aggregate, have a Material Adverse Effect or would materially impair the ability of any of the Enterprise Parties to perform their obligations under this Agreement.

No Conflicts or Violations. None of the (i) offering, issuance and sale by the Partnership and EPO of the SecuritiesUnits, (ii) the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement by the Enterprise Parties that are parties hereto or theretoParties, or (iii) consummation of the transactions contemplated hereby and thereby (A) conflicts or will conflict with or constitutes or will constitute a violation of the certificate of limited partnership or agreement of limited partnership, certificate of formation or limited liability company agreement, certificate or articles of incorporation or bylaws or other organizational documents of any of the Partnership Entities, (B) conflicts or will conflict with or constitutes or will constitute a breach or violation of, or a default (or an event that, with notice or lapse of time or both, would constitute such a default) under, any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which any of the Partnership Entities is a party or by which any of them or any of their respective properties or assets may be bound, (C) violates or will violate any statute, law or regulation or any order, judgment, decree or injunction of any court, arbitrator or governmental agency or body having jurisdiction over any of the Partnership Entities or any of their respective properties or assets, or (D) results or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of any of the Partnership Entities, which conflicts, breaches, violations, defaults or liens, in the case of clauses (B) or (D), would, individually or in the aggregate, have a Material Adverse Effect or would materially impair the ability of any of the Enterprise Parties to perform their obligations under this Agreement.

No Conflicts or Violations. None of the (i) offering, issuance and sale by the Partnership and EPO of the SecuritiesUnits, (ii) the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement by the Enterprise Parties that are parties hereto or theretoPartnership, or (iii) the consummation of the transactions contemplated hereby and thereby by this Agreement (Ai) conflicts or will conflict with or constitutes or will constitute a violation of the certificate Organizational Documents of limited partnership or agreement of limited partnershipthe Partnership, certificate of formation or limited liability company agreement, certificate or articles of incorporation or bylaws or other organizational documents of any of the Partnership EntitiesGP Entities or any of the Material Subsidiaries, (Bii) conflicts or will conflict with or constitutes or will constitute a breach or violation of, a change of control or a default under (or an event that, with notice or lapse of time or both, would constitute such a default) underan event), any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which the Partnership, any of the Partnership GP Entities or any of the Material Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound, (Ciii) violates or will violate any statute, law or regulation or any order, judgment, decree or injunction of any court, arbitrator court or governmental agency or body having jurisdiction over directed to the Partnership, any of the Partnership GP Entities or any of the Material Subsidiaries or any of their respective properties in a proceeding to which any of them or assets, their property is a party or (Div) results or will result in the creation or imposition of any lien, charge or encumbrance Lien upon any property or assets of the Partnership, any of the Partnership EntitiesGP Entities or any of the Material Subsidiaries, which conflicts, breaches, violations, defaults or liensLiens, in the case of clauses (Bii), (iii) or (Div), would, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect or would materially impair the ability of any of the Enterprise Parties Partnership to perform their obligations under consummate the transactions contemplated by this Agreement.

No Conflicts or Violations. None of the (i) the offering, issuance and sale by the Partnership and EPO Issuers of the SecuritiesNotes, (ii) the execution, delivery and performance of this AgreementAgreement by each of the Issuers, the Indenture and the Securities by the Enterprise Parties that are parties hereto or thereto, or (iii) the consummation of the transactions contemplated hereby by this Agreement or (iv) the execution, delivery and performance of the Indenture by each of the Issuers or the consummation of the transactions contemplated thereby (A) conflicts or will conflict with or constitutes or will constitute a violation of the certificate Organizational Documents of limited partnership or agreement either of limited partnershipthe Issuers, certificate of formation or limited liability company agreement, certificate or articles of incorporation or bylaws or other organizational documents of any of the Partnership EntitiesGP Entities or any of the Material Subsidiaries, (B) conflicts or will conflict with or constitutes or will constitute a breach or violation of, a change of control or a default under (or an event that, with notice or lapse of time or both, would constitute such a default) underan event), any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which either of the Issuers, any of the Partnership GP Entities or any of the Material Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound, (C) violates or will violate any statute, law or regulation or any order, judgment, decree or injunction of any court, arbitrator court or governmental agency or body having jurisdiction over directed to either of the Issuers, any of the Partnership GP Entities or any of the Material Subsidiaries or any of their respective properties in a proceeding to which any of them or assets, their property is a party or (D) results or will result in the creation or imposition of any lien, charge or encumbrance Lien upon any property or assets of either of the Issuers, any of the Partnership EntitiesGP Entities or any of the Material Subsidiaries, which conflicts, breaches, violations, defaults or liensLiens, in the case of clauses (B), (C) or (D), would, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect or would materially impair the ability of any of the Enterprise Parties Issuers to perform their obligations under consummate the transactions contemplated by this Agreement.

No Conflicts or Violations. None of the (i) offering, issuance and sale by the Operating Partnership and EPO the Partnership of the Securities, (ii) the execution, delivery and performance of this Agreement, Agreement and the Indenture and the Securities by the Enterprise Parties that are parties hereto or thereto, or (iii) consummation of the transactions contemplated hereby and thereby (A) conflicts or will conflict with or constitutes or will constitute a violation of the certificate of limited partnership or agreement of limited partnership, certificate of formation or limited liability company agreement, certificate or articles of incorporation or bylaws or other organizational documents of any of the Partnership Entities, (B) conflicts or will conflict with or constitutes or will constitute a breach or violation of, or a default (or an event that, with notice or lapse of time or both, would constitute such a default) under, any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which any of the Partnership Entities is a party or by which any of them or any of their respective properties or assets may be bound, (C) violates or will violate any statute, law or regulation or any order, judgment, decree or injunction of any court, arbitrator or governmental agency or body having jurisdiction over any of the Partnership Entities or any of their respective properties or assets, or (D) results or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of any of the Partnership Entities, which conflicts, breaches, violations, defaults or liens, in the case of clauses (B) or (D), would, individually or in the aggregate, have a Material Adverse Effect or would materially impair the ability of any of the Enterprise Parties to perform their obligations under this AgreementEffect.

No Conflicts or Violations. None of the (i) offering, issuance and sale by the Partnership and EPO of the SecuritiesUnits, (ii) the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement by the Enterprise Parties that are parties hereto or theretoParties, or (iii) consummation of the transactions contemplated hereby and thereby (A) conflicts or will conflict with or constitutes or will constitute a violation of the certificate of limited partnership or agreement of limited partnership, certificate of formation or limited liability company agreement, certificate or articles of incorporation or bylaws or other organizational documents of any of the Partnership Entities, (B) conflicts or will conflict with or constitutes or will constitute a breach or violation of, or a default (or an event that, with notice or lapse of time or both, would constitute such a default) under, any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which any of the Partnership Entities is a party or by which any of them or any of their respective properties or assets may be bound, (C) violates or will violate any statute, law or regulation or any order, judgment, decree or injunction of any court, arbitrator or governmental agency or body having jurisdiction over any of the Partnership Entities or any of their respective properties or assets, assets or (D) results or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of any of the Partnership Entities, which conflicts, breaches, violations, defaults or liens, in the case of clauses (B) or (D), would, individually or in the aggregate, have a Material Adverse Effect or would materially impair the ability of any of the Enterprise Parties to perform their obligations under this Agreement.

No Conflicts or Violations. None of the (i) offering, issuance offering and sale by the Partnership and EPO Selling Unitholder of the SecuritiesUnits, (ii) the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement by the Enterprise Parties that are parties hereto or theretoPartnership, or (iii) the consummation of the transactions contemplated hereby and thereby by this Agreement (Ai) conflicts or will conflict with or constitutes or will constitute a violation of the certificate Organizational Documents of limited partnership or agreement of limited partnershipthe Partnership, certificate of formation or limited liability company agreement, certificate or articles of incorporation or bylaws or other organizational documents of any of the Partnership EntitiesGP Entities or any of the Material Subsidiaries, (Bii) conflicts or will conflict with or constitutes or will constitute a breach or violation of, a change of control or a default under (or an event that, with notice or lapse of time or both, would constitute such a default) underan event), any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which the Partnership, any of the Partnership GP Entities or any of the Material Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound, (Ciii) violates or will violate any statute, law or regulation or any order, judgment, decree or injunction of any court, arbitrator court or governmental agency or body having jurisdiction over directed to the Partnership, any of the Partnership GP Entities or any of the Material Subsidiaries or any of their respective properties in a proceeding to which any of them or assets, their property is a party or (Div) results or will result in the creation or imposition of any lien, charge or encumbrance Lien upon any property or assets of the Partnership, any of the Partnership EntitiesGP Entities or any of the Material Subsidiaries, which conflicts, breaches, violations, defaults or liensLiens, in the case of clauses (Bii), (iii) or (Div), would, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect or would materially impair the ability of any of the Enterprise Parties Partnership to perform their obligations under consummate the transactions contemplated by this Agreement.

No Conflicts or Violations. None of the (i) offering, issuance and sale by the Partnership and EPO of the SecuritiesUnits, (ii) the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement by the Enterprise Parties that are parties hereto or theretoParties, or (iii) consummation of the transactions contemplated hereby and thereby (A) conflicts or will conflict with or constitutes or will constitute a violation of the certificate of limited partnership or agreement of limited partnership, certificate of formation or limited liability company agreement, certificate or articles of incorporation or bylaws or other organizational documents of any of the Partnership Entities, (B) conflicts or will conflict with or constitutes or will constitute a breach or violation of, or a default (or an event that, with notice or lapse of time or both, would constitute such a default) under, any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which any of the Partnership Entities is a party or by which any of them or any of their respective properties or assets may be bound, (C) violates or will violate any statute, law or regulation or any order, judgment, decree or injunction of any court, arbitrator or governmental agency or body having jurisdiction over any of the Partnership Entities or any of their respective properties or assets, or (D) results or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of any of the Partnership Entities, which conflicts, breaches, violations, defaults or liens, in the case of clauses (B) or (D), would, individually or in the aggregate, have a Material Adverse Effect or would materially impair the ability of any of the Enterprise Parties to perform their obligations under this Agreement.

No Conflicts or Violations. None of the (i) offering, issuance and sale by the Partnership and EPO Company of the Securities, (ii) the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement by the Enterprise Parties that are parties hereto or thereto, Company or (iii) consummation of the transactions contemplated hereby and thereby (A) conflicts or will conflict with or constitutes or will constitute a violation of the certificate of limited partnership or agreement of limited partnership, certificate of formation or limited liability company agreement, certificate or articles of incorporation or bylaws or other organizational documents of any of the Partnership Spectra Entities, (B) conflicts or will conflict with or constitutes or will constitute a breach or violation of, or a default (or an event that, with notice or lapse of time or both, would constitute such a default) under, any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which any of the Partnership Spectra Entities is a party or by which any of them or any of their respective properties or assets may be bound, (C) violates or will violate any statute, law or regulation or any order, judgment, decree or injunction of any court, arbitrator or governmental agency or body having jurisdiction over any of the Partnership Spectra Entities or any of their respective properties or assets, or (D) results or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of any of the Partnership Spectra Entities, which conflicts, breaches, violations, defaults or liens, in the case of clauses (B) or (D), would, individually or in the aggregate, have a Material Adverse Effect or would materially impair the ability of any of the Enterprise Parties to perform their obligations under this AgreementEffect.

No Conflicts or Violations. None of the (i) offering, issuance offering and sale by the Partnership and EPO of the SecuritiesUnits, (ii) the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement by the Enterprise Parties that are parties hereto Selling Unitholder or thereto, or (iii) the consummation of the transactions contemplated hereby and thereby (Ai) conflicts or will conflict with or constitutes or will constitute a violation of the certificate of limited partnership or agreement of limited partnership, certificate of formation or limited liability company agreement, certificate or articles of incorporation or bylaws or other organizational documents of any Organizational Documents of the Partnership EntitiesSelling Unitholder, (Bii) conflicts or will conflict with or constitutes or will constitute a breach or violation of, a change of control or a default under (or an event that, with notice or lapse of time or both, would constitute such a default) underan event), any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which any of the Partnership Entities is a party or by which any of them Selling Unitholder or any of their respective its properties or assets may be bound, (Ciii) violates or will violate any statute, law or regulation or any order, judgment, decree or injunction of any court, arbitrator court or governmental agency or body having jurisdiction over any of directed to the Partnership Entities Selling Unitholder or any of their respective its properties in a proceeding to which the Selling Unitholder or assets, its property is or was a party or (Div) results or will result in the creation or imposition of any lien, charge or encumbrance Lien upon any property or assets of any of the Partnership EntitiesSelling Unitholder, which conflicts, breaches, violations, defaults or liensLiens, in the case of clauses (Bii), (iii) or (Div), would, individually or in the aggregate, have a Material Adverse Effect material adverse effect on the Selling Unitholder or would materially impair the ability of any of the Enterprise Parties Selling Unitholder to perform their obligations under consummate the transactions contemplated by this Agreement.

No Conflicts or Violations. None of the (i) offering, issuance and sale by the Operating LLC and the Partnership and EPO of the Securities, (ii) the execution, delivery and performance of this Agreement, the Indenture and the Securities by the Enterprise Parties that are parties hereto or thereto, or (iii) consummation of the transactions contemplated hereby and thereby (A) conflicts or will conflict with or constitutes or will constitute a violation of the certificate of limited partnership or agreement of limited partnership, certificate of formation or limited liability company agreement, certificate or articles of incorporation or bylaws or other organizational documents of any of the Partnership Entities, (B) conflicts or will conflict with or constitutes or will constitute a breach or violation of, or a default (or an event that, with notice or lapse of time or both, would constitute such a default) under, any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which any of the Partnership Entities is a party or by which any of them or any of their respective properties or assets may be bound, (C) violates or will violate any statute, law or regulation or any order, judgment, decree or injunction of any court, arbitrator or governmental agency or body having jurisdiction over any of the Partnership Entities or any of their respective properties or assets, or (D) results or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of any of the Partnership Entities, which conflicts, breaches, violations, defaults or liens, in the case of clauses (B) or (D), would, individually or in the aggregate, have a Material Adverse Effect or would materially impair the ability of any of the Enterprise Parties to perform their obligations under this AgreementEffect.

No Conflicts or Violations. None of the (i) the offering, issuance and sale by the Partnership and EPO Issuers of the SecuritiesNotes, (ii) the execution, delivery and performance of this AgreementAgreement by each of the Issuers, the Indenture and the Securities by the Enterprise Parties that are parties hereto or thereto, or (iii) the consummation of the transactions contemplated hereby by this Agreement or (iv) the execution and delivery of the Supplemental Indenture, the performance of the Indenture by each of the Issuers or the consummation of the transactions contemplated thereby (A) conflicts or will conflict with or constitutes or will constitute a violation of the certificate Organizational Documents of limited partnership or agreement either of limited partnershipthe Issuers, certificate of formation or limited liability company agreement, certificate or articles of incorporation or bylaws or other organizational documents of any of the Partnership EntitiesGP Entities or any of the Material Subsidiaries, (B) conflicts or will conflict with or constitutes or will constitute a breach or violation of, a change of control or a default under (or an event that, with notice or lapse of time or both, would constitute such a default) underan event), any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which either of the Issuers, any of the Partnership GP Entities or any of the Material Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound, (C) violates or will violate any statute, law or regulation or any order, judgment, decree or injunction of any court, arbitrator court or governmental agency or body having jurisdiction over directed to either of the Issuers, any of the Partnership GP Entities or any of the Material Subsidiaries or any of their respective properties in a proceeding to which any of them or assets, their property is a party or (D) results or will result in the creation or imposition of any lien, charge or encumbrance Lien upon any property or assets of either of the Issuers, any of the Partnership EntitiesGP Entities or any of the Material Subsidiaries, which conflicts, breaches, violations, defaults or liensLiens, in the case of clauses (B), (C) or (D), would, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect or would materially impair the ability of any of the Enterprise Parties Issuers to perform their obligations under consummate the transactions contemplated by this Agreement.

No Conflicts or Violations. None Neither the execution and delivery of the (i) offering, issuance and sale by the Partnership and EPO of the Securities, (ii) the execution, delivery and performance of -------------------------- this Agreement, the Indenture Agreement and the Securities by Transaction Agreements nor the Enterprise Parties that are parties hereto or thereto, or (iii) consummation of the transactions contemplated hereby and thereby will (Ai) conflicts or will conflict with or constitutes result in any violation of or will constitute a violation of the certificate of limited partnership or agreement of limited partnership, certificate of formation or limited liability company default under any agreement, certificate or articles of incorporation or bylaws or other organizational documents of any of the Partnership Entities, (B) conflicts or will conflict with or constitutes or will constitute a breach or violation of, or a default (or an event that, with notice or lapse of time or both, would constitute such a default) under, any indenture, mortgage, deed of trustbond, loan agreementindenture, lease franchise or other agreement instrument or instrument obligation to which any of the Partnership Entities Cypress is a party or by which any of them or any of their respective properties or assets may be it is bound, where such conflict, violation or default would have a material adverse effect upon the Transferred Assets or the FPGA Technology, (Cii) violates conflict with, violate or will result in any breach of the material terms, conditions or provisions of the certificate of incorporation or bylaws of Cypress, (iii) result in the creation of any lien or other encumbrance upon any Transferred Asset or the FPGA Technology pursuant to the terms of any such mortgage, bond, indenture, franchise or other instrument or obligation, (iv) violate any statutejudgment, law or regulation or any order, judgmentinjunction, decree or injunction award of any court, arbitrator administrative agency or governmental agency body against, or body having jurisdiction over binding upon, either Cypress or upon any of the Partnership Entities Transferred Assets or the FPGA Technology, (v) constitute a violation by Cypress of any law or regulation of their respective properties any jurisdiction in which Cypress conducts its business, where such violation would have a material adverse effect upon the Transferred Assets or assetsthe FPGA Technology, or (Dvi) results or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets breach of any of the Partnership Entitiesterms or conditions of, which conflictsor constitute a default under, breachesor otherwise cause any impairment of, violationsany permit or license or other governmental authorization held by Cypress, defaults where such breach, default or liens, in the case of clauses (B) or (D), would, individually or in the aggregate, impairment would have a Material Adverse Effect material adverse effect upon the Transferred Assets or would materially impair the ability of any of the Enterprise Parties to perform their obligations under this AgreementFPGA Technology.

No Conflicts or Violations. None of the (i) offering, issuance and sale by the Partnership and EPO of the SecuritiesNotes, (ii) the execution, delivery and performance of this Agreement, the Indenture and the Securities Debt Documents by the Enterprise Parties that are parties hereto or theretoMagellan Parties, or (iii) consummation of the transactions contemplated hereby by the Debt Documents, or (iv) application of the proceeds from the sale of the Notes as described under “Use of Proceeds” in each of the Pricing Disclosure Package and thereby the Prospectus (A) conflicts or will conflict with or constitutes or will constitute a breach or violation of any provision of the certificate of limited partnership or agreement of limited partnership, certificate of formation or limited liability company agreement or operating agreement, certificate or articles of incorporation or bylaws or any other organizational documents of any of the Partnership Entities, (B) conflicts or will conflict with or constitutes or will constitute a breach or violation of, or a default under (or an event thatwhich, with notice or lapse of time or both, would constitute such a defaultan event) under, any indenture, mortgage, deed of trust, guarantee, loan agreement, lease or other agreement or instrument to which any of the Partnership Entities is a party or by which any of them or any of their respective properties or assets may be bound, (C) violates or will violate any statute, law or regulation or any order, judgment, decree or injunction of any court, arbitrator court or governmental agency or body having jurisdiction over any of the Partnership Entities or any of their assets or properties to which any of them or any of their respective properties or assets, is subject or (D) results or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of any of the Partnership Entities, which conflicts, breaches, violations, defaults or liens, except in the case of clauses (B), (C) or (D)) for any such conflicts, wouldbreaches, individually violations or in the aggregate, defaults that would not have a Material Adverse Effect or and would materially impair not adversely affect the ability of any of the Enterprise Magellan Parties to perform their obligations under this Agreementunder, and consummate the transactions contemplated by, the Debt Documents.

No Conflicts or Violations. None of the (i) offering, issuance The issue and sale by the Partnership and EPO of the SecuritiesShares, (ii) the execution, delivery and performance of this AgreementAgreement and the RRA by the Company, the Indenture and the Securities by the Enterprise Parties that are parties hereto or thereto, or (iii) consummation of the transactions contemplated hereby by this Agreement and thereby the RRA, and the application of the proceeds from the sale of the Shares as described under “Use of Proceeds” in the Draft Preliminary Prospectus will not (A) conflicts or will conflict with or constitutes result in a breach or will violation of any of the terms or provisions of, impose any lien, charge or other encumbrance upon any property or assets of the Company or any of the Subsidiaries, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement, license, lease or other agreement or instrument to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries is bound or to which any of the property or assets of the Company or any of the Subsidiaries is subject, (B) result in any violation of the provisions of the certificate of limited partnership incorporation, constitution, memorandum and articles of association (or agreement similar organizational documents) of limited partnershipthe Company or any of the Subsidiaries, or (C) result in any violation of any statute or any judgment, order, decree, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of the Subsidiaries or any of their properties or assets, except, with respect to clauses (A) and (C), conflicts, violations, encumbrances or defaults that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect. (ii) Neither the Company nor any of the Subsidiaries is (A) in violation of its certificate of formation or limited liability company agreementincorporation, certificate constitution, memorandum or articles of incorporation association (or bylaws or other similar organizational documents of any of the Partnership Entitiesdocuments), (B) conflicts or will conflict with or constitutes or will constitute a breach or violation ofin default, or a default (or an and no event has occurred that, with notice or lapse of time or both, would constitute such a default) under, in the due performance or observance of any term, covenant, condition or other obligation contained in any indenture, mortgage, deed of trust, loan agreement, lease license or other agreement or instrument to which any of the Partnership Entities it is a party or by which it is bound or to which any of them or any of their respective its properties or assets may be boundis subject, or (C) violates or will violate in violation of any statute, law or regulation statute or any order, judgment, decree rule or injunction regulation of any court, arbitrator court or governmental agency or body having jurisdiction over any of the Partnership Entities it or any of their respective properties or assets, or (D) results or will result in the creation or imposition of any lien, charge or encumbrance upon any its property or assets or has failed to obtain any license, permit, certificate, franchise or other governmental authorization or permit necessary to the ownership of any its property or to the conduct of the Partnership Entitiesits business, which conflicts, breaches, violations, defaults or liens, except in the case of clauses (B) or and (DC), wouldto the extent any such conflict, individually breach, violation or default would not, in the aggregate, reasonably be expected to have a Material Adverse Effect or would materially impair the ability of any of the Enterprise Parties to perform their obligations under this AgreementEffect.

No Conflicts or Violations. None of the (i) offering, issuance offering and sale by the Partnership and EPO Selling Shareholder of the SecuritiesShares, (ii) the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement by the Enterprise Parties that are parties Partnership Group Entities party hereto or thereto, or (iii) consummation of the transactions contemplated hereby and thereby Selling Shareholder Exchange: (A) conflicts or will conflict with or constitutes or will constitute a violation of the certificate of limited partnership or agreement of limited partnership, certificate of formation or limited liability company agreement, certificate or articles of incorporation or bylaws or other organizational documents Organizational Documents of any of the Partnership Entities, (B) conflicts or will conflict with or constitutes or will constitute a breach or violation of, a change of control or a default under (or an event that, with notice or lapse of time or both, would constitute such a default) underan event), any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which any of the Partnership Entities is a party or by which any of them or any of their respective properties or assets may be bound, (C) violates or will violate any statute, law or regulation or any order, judgment, decree or injunction of any court, arbitrator court or governmental agency or body having jurisdiction over directed to any of the Partnership Entities or any of their respective properties in a proceeding to which any of them or assets, their property is a party or (D) results or will result in the creation or imposition of any lien, charge or encumbrance Lien upon any property or assets of any of the Partnership Entities, which conflicts, breaches, violations, defaults or liensLiens, in the case of clauses (B), (C) or (D), would, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect or would materially impair the ability of any of the Enterprise Partnership Parties to perform their obligations under consummate the transactions contemplated by this Agreement, including the Selling Shareholder Exchange.

No Conflicts or Violations. None of the (i) offering, issuance and sale by the Partnership and EPO of the SecuritiesUnits, (ii) the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement by the Enterprise Parties that are parties hereto or theretoParties, or (iii) consummation of the transactions contemplated hereby and thereby (A) conflicts or will conflict with or constitutes or will constitute a violation of the certificate of limited partnership or agreement of limited partnership, certificate of formation or limited liability company agreement, certificate or articles of incorporation or bylaws or other organizational documents of any of the Partnership Entities, (B) conflicts or will conflict with or constitutes or will constitute a breach or violation of, or a default (or an event that, with notice or lapse of time or both, would constitute such a default) under, any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which any of the Partnership Entities is a party or by which any of them or any of their respective properties or assets may be bound, (C) violates or will violate any statute, law or regulation or any order, judgment, decree or injunction of any court, arbitrator or governmental agency or body having jurisdiction over any of the Partnership Entities or any of their respective properties or assets, or (D) results or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of any of the Partnership Entities, which conflicts, breaches, violations, defaults or liens, in the case of clauses (B) or (D), would, individually or in the aggregate, have a Material Adverse Effect or would materially impair the ability of any of the Enterprise Parties to perform their obligations under this AgreementEffect.

No Conflicts or Violations. None of the (i) offering, issuance offering and sale of the Units by the Partnership and EPO of the SecuritiesSelling Unitholder, (ii) the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement by the Enterprise Parties that are parties hereto or theretoMagellan Parties, or and (iii) the consummation of the any other transactions contemplated hereby and thereby (A) by this Agreement or the fulfillment of the terms hereof or thereof, conflicts or will conflict with or constitutes or will constitute a violation of the certificate of limited partnership or agreement of limited partnershipwith, certificate of formation or limited liability company agreement, certificate or articles of incorporation or bylaws or other organizational documents of any of the Partnership Entities, (B) conflicts or will conflict with or constitutes or will constitute result in a breach or violation of, or a default (or an event that, with notice or lapse of time or both, would constitute such a default) under, or imposition of any Lien upon any property or assets of the Magellan Entities pursuant to (i) the certificate of limited partnership or agreement of limited partnership, certificate of formation or limited liability company agreement, or other organizational documents of any of the Magellan Entities, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, loan note agreement, lease loan agreement or other agreement agreement, obligation, condition, covenant or instrument to which any of the Partnership Magellan Entities is a party or by which any of them are bound or to which any of their respective properties is subject, or assets may be bound, (Ciii) violates or will violate any statute, law or regulation or any orderlaw, rule, regulation, judgment, order or decree or injunction applicable to any of the Magellan Entities of any court, regulatory body, administrative agency, governmental body, arbitrator or governmental agency or body other authority having jurisdiction over any of the Partnership Magellan Entities or any of their respective properties or assets, or (D) results or will result except, in the creation or imposition case of any lienclauses (ii) and (iii), charge or encumbrance upon any property or assets of any of the Partnership Entities, which for such conflicts, breaches, violations, defaults or liens, in the case of clauses (B) or (D), wouldLiens as would not, individually or in the aggregate, have a Material Adverse Effect Effect, would not affect the validity of the Units, or would not materially impair the ability of any of the Enterprise Magellan Parties to perform their obligations under this Agreement.

No Conflicts or Violations. None of the (i) offering, issuance and sale of the Units by the Partnership and EPO of the SecuritiesSelling Unitholder, (ii) the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement by the Enterprise Parties that are parties hereto Selling Unitholder or thereto, or (iii) the consummation by the Selling Unitholder of the transactions contemplated hereby and thereby hereby, (Ai) conflicts or will conflict with or constitutes or will constitute a violation of the certificate of limited partnership or agreement of limited partnership, certificate of formation or limited liability company agreement, certificate or articles of incorporation or bylaws or other organizational documents of any of the Partnership EntitiesSelling Unitholder, (Bii) conflicts or will conflict with or constitutes or will constitute a breach or violation of, a change of control or a default under (or an event that, with notice or lapse of time or both, would constitute such a default) underan event), any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which any of the Partnership Entities Selling Unitholder is a party or by which any of them or any of their respective its properties or assets may be bound, (Ciii) violates or will violate any statute, law or regulation or any order, judgment, decree or injunction of any court, arbitrator court or governmental agency or body having jurisdiction over any of directed to the Partnership Entities Selling Unitholder or any of their respective its properties in a proceeding applicable to the Selling Unitholder or assets, its property or (Div) results or will result in the creation or imposition of any lien, charge or encumbrance Lien upon any property or assets of any of the Partnership EntitiesSelling Unitholder, which conflicts, breaches, changes of control, violations, defaults or liensLiens, in the case of clauses (Bii), (iii) or and (Div), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or would materially impair material adverse effect on the Selling Unitholder’s ability of any of the Enterprise Parties to perform their its obligations under this Agreementhereunder.

No Conflicts or Violations. None of the (i) offering, issuance and sale of the Notes by the Partnership and EPO of the SecuritiesPartnership, (ii) the execution, delivery and performance of this Agreement, the Indenture and Purchase Agreement or the Securities Debt Documents by the Enterprise Magellan Parties that are parties hereto or party thereto, or (iii) consummation of the any other transactions contemplated hereby by the Purchase Agreement or the Debt Documents or the fulfillment of the terms hereof or thereof, or (iv) application of the proceeds from the sale of the Notes as described under “Use of Proceeds” in each of the Time of Sale Prospectus and thereby (A) the Prospectus conflicts or will conflict with or constitutes or will constitute a violation of the certificate of limited partnership or agreement of limited partnershipwith, certificate of formation or limited liability company agreement, certificate or articles of incorporation or bylaws or other organizational documents of any of the Partnership Entities, (B) conflicts or will conflict with or constitutes or will constitute result in a breach or violation of, or a default (or an event that, with notice or lapse of time or both, would constitute such a default) under, or imposition of any Lien upon any property or assets of the Partnership Entities pursuant to (i) the certificate of limited partnership or agreement of limited partnership, certificate of formation or limited liability company agreement, or other organizational documents of any of the Partnership Entities, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, loan note agreement, lease loan agreement or other agreement agreement, obligation, condition, covenant or instrument to which any of the Partnership Entities is a party or by which any of them are bound or to which any of their respective properties is subject, or assets may be bound, (Ciii) violates or will violate any statute, law or regulation or any orderlaw, rule, regulation, judgment, order or decree or injunction applicable to any of the Partnership Entities of any court, regulatory body, administrative agency, governmental body, arbitrator or governmental agency or body other authority having jurisdiction over any of the Partnership Entities or any of their respective properties or assets, or (D) results or will result except, in the creation or imposition case of any lienclauses (ii) and (iii), charge or encumbrance upon any property or assets of any of the Partnership Entities, which for such conflicts, breaches, violations, defaults or liens, in the case of clauses (B) or (D), wouldLiens as would not, individually or in the aggregate, have a Material Adverse Effect Effect, would not affect the validity of the Notes, or would not materially impair the ability of any of the Enterprise Magellan Parties to perform their obligations under this Agreementthe Purchase Agreement or the Debt Documents.

No Conflicts or Violations. None of the (i) the offering, issuance and sale by the Partnership and EPO of the SecuritiesUnits, (ii) the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement by the Enterprise Parties that are parties hereto or theretoPartnership, or (iii) the consummation of the transactions contemplated hereby and thereby by this Agreement (A) conflicts or will conflict with or constitutes or will constitute a violation of the certificate Organizational Documents of limited partnership or agreement of limited partnershipthe Partnership, certificate of formation or limited liability company agreement, certificate or articles of incorporation or bylaws or other organizational documents of any of the Partnership EntitiesGP Entities or any of the Material Subsidiaries, (B) conflicts or will conflict with or constitutes or will constitute a breach or violation of, a change of control or a default under (or an event that, with notice or lapse of time or both, would constitute such a default) underan event), any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which the Partnership, any of the Partnership GP Entities or any of the Material Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound, (C) violates or will violate any statute, law or regulation or any order, judgment, decree or injunction of any court, arbitrator court or governmental agency or body having jurisdiction over directed to the Partnership, any of the Partnership GP Entities or any of the Material Subsidiaries or any of their respective properties in a proceeding to which any of them or assets, their property is a party or (D) results or will result in the creation or imposition of any lien, charge or encumbrance Lien upon any property or assets of the Partnership, any of the Partnership EntitiesGP Entities or any of the Material Subsidiaries, which conflicts, breaches, violations, defaults or liensLiens, in the case of clauses (B), (C) or (D), would, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect or would materially impair the ability of any of the Enterprise Parties Partnership to perform their obligations under consummate the transactions contemplated by this Agreement.

No Conflicts or Violations. None of the (i) offering, issuance and sale by the Partnership and EPO of the SecuritiesUnits, (ii) the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement by the Enterprise Parties that are parties hereto or theretoPartnership, or (iii) consummation of the transactions contemplated hereby and thereby (A) conflicts or will conflict with or constitutes or will constitute a violation of the certificate of limited partnership or agreement of limited partnership, certificate of formation or limited liability company agreement, certificate or articles of incorporation or bylaws or other organizational documents of any of the Partnership Entities, (B) conflicts or will conflict with or constitutes or will constitute a breach or violation of, or a default (or an event that, with notice or lapse of time or both, would constitute such a default) under, any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which any of the Partnership Entities is a party or by which any of them or any of their respective properties or assets may be bound, (C) violates or will violate any statute, law or regulation or any order, judgment, decree or injunction of any court, arbitrator or governmental agency or body having jurisdiction over any of the Partnership Entities or any of their respective properties or assets, assets or (D) results or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of any of the Partnership Entities, which conflicts, breaches, violations, defaults or liens, in the case of clauses (B) or (D), would, individually or in the aggregate, have a Material Adverse Effect or would materially impair the ability of any of the Enterprise Parties Partnership to perform their its obligations under this Agreement.

No Conflicts or Violations. None of the (i) offering, issuance and sale by the Partnership and EPO the Operating LLC of the Securities, (ii) the execution, delivery and performance of this Agreement, the Indenture and the Securities by the Enterprise Parties that are parties hereto or thereto, or (iii) consummation of the transactions contemplated hereby and thereby (A) conflicts or will conflict with or constitutes or will constitute a violation of the certificate of limited partnership or agreement of limited partnership, certificate of formation or limited liability company agreement, certificate or articles of incorporation or bylaws or other organizational documents of any of the Partnership Entities, (B) conflicts or will conflict with or constitutes or will constitute a breach or violation of, or a default (or an event that, with notice or lapse of time or both, would constitute such a default) under, any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which any of the Partnership Entities is a party or by which any of them or any of their respective properties or assets may be bound, (C) violates or will violate any statute, law or regulation or any order, judgment, decree or injunction of any court, arbitrator or governmental agency or body having jurisdiction over any of the Partnership Entities or any of their respective properties or assets, or (D) results or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of any of the Partnership Entities, which conflicts, breaches, violations, defaults or liens, in the case of clauses (B) or (D), would, individually or in the aggregate, have a Material Adverse Effect or would materially impair the ability of any of the Enterprise Parties to perform their obligations under this Agreement.

No Conflicts or Violations. None of the (i) offering, issuance offering and sale by the Partnership and EPO Selling Shareholder of the SecuritiesShares, (ii) the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement by the Enterprise Partnership Parties that are parties hereto or theretoparty hereto, or (iii) consummation of the transactions contemplated hereby and thereby Selling Shareholder Exchange: (A) conflicts or will conflict with or constitutes or will constitute a violation of the certificate of limited partnership or agreement of limited partnership, certificate of formation or limited liability company agreement, certificate or articles of incorporation or bylaws or other organizational documents Organizational Documents of any of the Partnership Entities, (B) conflicts or will conflict with or constitutes or will constitute a breach or violation of, a change of control or a default under (or an event that, with notice or lapse of time or both, would constitute such a default) underan event), any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which any of the Partnership Entities is a party or by which any of them or any of their respective properties or assets may be bound, (C) violates or will violate any statute, law or regulation or any order, judgment, decree or injunction of any court, arbitrator court or governmental agency or body having jurisdiction over directed to any of the Partnership Entities or any of their respective properties in a proceeding to which any of them or assets, their property is a party or (D) results or will result in the creation or imposition of any lien, charge or encumbrance Lien upon any property or assets of any of the Partnership Entities, which conflicts, breaches, violations, defaults or liensLiens, in the case of clauses (B), (C) or (D), would, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect or would materially impair the ability of any of the Enterprise Partnership Parties to perform their obligations under consummate the transactions contemplated by this Agreement, including the Selling Shareholder Exchange.

No Conflicts or Violations. None of the (i) offering, issuance and sale by the Partnership and EPO of the SecuritiesUnits pursuant to this Agreement or the TEPPCO Units pursuant to the Unit Purchase Agreement, (ii) the execution, delivery and performance of this Agreement, Agreement or the Indenture and the Securities Unit Purchase Agreement by the Enterprise Parties that are parties hereto Partnership or theretothe General Partner on behalf of the Partnership, or (iii) consummation of the transactions contemplated hereby and thereby or by the Unit Purchase Agreement (A) conflicts or will conflict with or constitutes or will constitute a violation of the certificate of limited partnership or agreement of limited partnership, certificate of formation or limited liability company agreement, certificate or articles of incorporation or bylaws or other organizational documents of any of the Partnership Entities, (B) conflicts or will conflict with or constitutes or will constitute a breach or violation of, or a default (or an event that, with notice or lapse of time or both, would constitute such a default) under, any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which any of the Partnership Entities is a party or by which any of them or any of their respective properties or assets may be bound, (C) violates or will violate any statute, law or regulation or any order, judgment, decree or injunction of any court, arbitrator or governmental agency or body having jurisdiction over any of the Partnership Entities or any of their respective properties or assets, or (D) results or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of any of the Partnership Entities, which conflicts, breaches, violations, defaults or liens, in the case of clauses (B) or (D), would, individually or in the aggregate, have a Material Adverse Effect or would materially impair the ability of any of the Enterprise Parties to perform their obligations under this AgreementEffect.

No Conflicts or Violations. None of the (i) offering, issuance offering and sale by the Partnership and EPO Selling Unitholder of the SecuritiesUnits, (ii) the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement by the Enterprise Parties that are parties hereto or theretoPartnership, or (iii) consummation of the transactions contemplated hereby and thereby Selling Unitholder Redemption: (A) conflicts or will conflict with or constitutes or will constitute a violation of the certificate of limited partnership or agreement of limited partnership, certificate of formation or limited liability company agreement, certificate or articles of incorporation or bylaws or other organizational documents Organizational Documents of any of the Partnership Entities, (B) conflicts or will conflict with or constitutes or will constitute a breach or violation of, a change of control or a default under (or an event that, with notice or lapse of time or both, would constitute such a default) underan event), any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which any of the Partnership Entities is a party or by which any of them or any of their respective properties or assets may be bound, (C) violates or will violate any statute, law or regulation or any order, judgment, decree or injunction of any court, arbitrator court or governmental agency or body having jurisdiction over directed to any of the Partnership Entities or any of their respective properties in a proceeding to which any of them or assets, their property is a party or (D) results or will result in the creation or imposition of any lien, charge or encumbrance Lien upon any property or assets of any of the Partnership Entities, which conflicts, breaches, violations, defaults or liensLiens, in the case of clauses (B), (C) or (D), would, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect or would materially impair the ability of any of the Enterprise Parties Partnership Entities to perform their obligations under consummate the transactions contemplated by this Agreement, including the Selling Unitholder Redemption.

No Conflicts or Violations. None of the (i) offering, issuance and sale by the Partnership and EPO of the SecuritiesUnits, (ii) the execution, delivery and performance of this Agreement, Agreement by the Indenture Magellan Parties and the Securities Operative Documents by the Enterprise Parties Magellan Entities that are parties hereto or thereto, or (iii) the consummation of the any other transactions contemplated hereby and thereby by this Agreement or the Operative Documents (Aincluding the Transactions) or the fulfillment of the terms hereof or thereof, conflicts or will conflict with or constitutes or will constitute a violation of the certificate of limited partnership or agreement of limited partnershipwith, certificate of formation or limited liability company agreement, certificate or articles of incorporation or bylaws or other organizational documents of any of the Partnership Entities, (B) conflicts or will conflict with or constitutes or will constitute result in a breach or violation of, or a default (or an event that, with notice or lapse of time or both, would constitute such a default) under, or imposition of any Lien upon any property or assets of the Magellan Entities pursuant to (i) the certificate of limited partnership or agreement of limited partnership, certificate of formation or limited liability company agreement, or other organizational documents of any of the Magellan Entities, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, loan note agreement, lease loan agreement or other agreement agreement, obligation, condition, covenant or instrument to which any of the Partnership Magellan Entities is a party or by which any of them are bound or to which any of their respective properties is subject, or assets may be bound, (Ciii) violates or will violate any statute, law or regulation or any orderlaw, rule, regulation, judgment, order or decree or injunction applicable to any of the Magellan Entities of any court, regulatory body, administrative agency, governmental body, arbitrator or governmental agency or body other authority having jurisdiction over any of the Partnership Magellan Entities or any of their respective properties or assets, or (D) results or will result except, in the creation or imposition case of any lienclauses (ii) and (iii), charge or encumbrance upon any property or assets of any of the Partnership Entities, which for such conflicts, breaches, violations, defaults or liens, in the case of clauses (B) or (D), wouldLiens as would not, individually or in the aggregate, have a Material Adverse Effect Effect, or would not materially impair the ability of any of the Enterprise Magellan Parties to perform their obligations under this AgreementAgreement or the ability of any of the Magellan Entities to perform their obligations any of the Operative Documents to which they may be a party.

No Conflicts or Violations. None of the (i) offering, issuance and sale by the Partnership and EPO of the SecuritiesNotes, (ii) the execution, delivery and performance of this Agreement, the Indenture and the Securities Debt Documents by the Enterprise Magellan Parties that are parties hereto or the Shell Transaction Documents by the Partnership Entities party thereto, or (iii) consummation of the Shell Transactions and the transactions contemplated hereby and thereby by the Debt Documents (A) conflicts or will conflict with or constitutes or will constitute a breach or violation of any provision of the certificate of limited partnership or agreement of limited partnership, certificate of formation or limited liability company agreement or operating agreement, certificate or articles of incorporation or bylaws or any other organizational documents of any of the Partnership Entities, (B) conflicts or will conflict with or constitutes or will constitute a breach or violation of, or a default under (or an event thatwhich, with notice or lapse of time or both, would constitute such a defaultan event) under, any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which any of the Partnership Entities is a party or by which any of them or any of their respective properties or assets may be bound, (C) violates or will violate any statute, law or regulation or any order, judgment, decree or injunction of any court, arbitrator court or governmental agency or body having jurisdiction over any of the Partnership Entities or any of their respective assets or properties in a proceeding to which any of them or assets, other property is a party or (D) results or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of any of the Partnership Entities, which conflicts, breaches, violations, defaults or liens, in the case of clauses (B), (C) or (D), wouldwhich conflicts, individually breaches, violations or in the aggregate, defaults would have a Material Adverse Effect material adverse effect upon the condition (financial or would materially impair the ability other), business, prospects, properties, securityholders’ equity or results of any operations of the Enterprise Parties to perform their obligations under this AgreementPartnership Group, taken as a whole.

No Conflicts or Violations. None of the (i) offering, issuance and sale by the Partnership and EPO of the SecuritiesUnits by such Selling Unitholder, (ii) the execution, delivery and performance of this Agreement, Agreement by such Selling Unitholder or the Indenture and the Securities consummation by the Enterprise Parties that are parties hereto or thereto, or (iii) consummation such Selling Unitholder of the transactions contemplated hereby and thereby hereby, (Ai) conflicts or will conflict with or constitutes or will constitute a violation of the certificate of limited partnership or agreement of limited partnership, certificate of formation or limited liability company agreement, certificate or articles of incorporation or bylaws or other organizational documents of any of the Partnership Entitiessuch Selling Unitholder, (Bii) conflicts or will conflict with or constitutes or will constitute a breach or violation of, a change of control or a default under (or an event that, with notice or lapse of time or both, would constitute such a default) underan event), any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which any of the Partnership Entities such Selling Unitholder is a party or by which any of them or any of their respective its properties or assets may be bound, (Ciii) violates or will violate any statute, law or regulation or any order, judgment, decree or injunction of any court, arbitrator court or governmental agency or body having jurisdiction over any of the Partnership Entities directed to such Selling Unitholder or any of their respective its properties in a proceeding applicable to such Selling Unitholder or assets, its property or (Div) results or will result in the creation or imposition of any lien, charge or encumbrance Lien upon any property or assets of any of the Partnership Entitiessuch Selling Unitholder, which conflicts, breaches, changes of control, violations, defaults or liensLiens, in the case of clauses (Bii), (iii) or and (Div), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or would materially impair the material adverse effect on such Selling Unitholder’s ability of any of the Enterprise Parties to perform their its obligations under this Agreementhereunder.

No Conflicts or Violations. None of the (i) offering, issuance offering and sale by the Partnership and EPO Selling Unitholder of the SecuritiesUnits pursuant to this Agreement, (ii) the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement by the Enterprise Parties that are parties hereto or theretoSelling Unitholder, or (iii) consummation of the transactions contemplated hereby and thereby (A) conflicts or will conflict with or constitutes or will constitute a violation of the certificate of limited partnership or agreement of limited partnership, certificate of formation or limited liability company agreement, certificate or articles of incorporation or bylaws or other organizational documents of any of the Partnership EntitiesSelling Unitholder, (B) conflicts or will conflict with or constitutes or will constitute a breach or violation of, or a default (or an event that, with notice or lapse of time or both, would constitute such a default) under, any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which any of the Partnership Entities Selling Unitholder is a party or by which any of them the Selling Unitholder or any of their respective its properties or assets may be bound, (C) violates or will violate any statute, law or regulation or any order, judgment, decree or injunction of any court, arbitrator or governmental agency or body having jurisdiction over any of the Partnership Entities Selling Unitholder or any of their respective its properties or assets, assets or (D) results or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of any of the Partnership EntitiesSelling Unitholder, which conflicts, breaches, violations, defaults or liens, in the case of clauses (B) or (D), would, individually or in the aggregate, have a Material Adverse Effect material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Selling Unitholder or would materially impair the ability of any of the Enterprise Parties Selling Unitholder to perform their its obligations under this Agreement.

No Conflicts or Violations. None of the (i) offering, issuance and sale by the Partnership and EPO of the SecuritiesUnits, (ii) the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement by the Enterprise Parties that are parties hereto or theretoDEP Parties, (iii) execution, delivery and performance of the Common Unit Purchase Agreement by the Partnership, or (iiiiv) consummation of the transactions contemplated hereby and thereby by the Transaction Documents (A) conflicts or will conflict with or constitutes or will constitute a violation of the certificate of limited partnership or agreement of limited partnership, certificate of formation or limited liability company agreement, certificate or articles of incorporation or bylaws or other organizational documents of any of the Partnership Entities, (B) conflicts or will conflict with or constitutes or will constitute a breach or violation of, or a default (or an event that, with notice or lapse of time or both, would constitute such a default) under, any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which any of the Partnership Entities is a party or by which any of them or any of their respective properties or assets may be bound, (C) violates or will violate any statute, law or regulation or any order, judgment, decree or injunction of any court, arbitrator or governmental agency or body having jurisdiction over any of the Partnership Entities or any of their respective properties or assets, or (D) results or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of any of the Partnership Entities, which conflicts, breaches, violations, defaults or liens, in the case of clauses (B) or (D), would, individually or in the aggregate, have a Material Adverse Effect or would materially impair the ability of any of the Enterprise DEP Parties to perform their obligations under this Agreementconsummate the transactions contemplated by the Transaction Documents.

No Conflicts or Violations. None of the (i) offering, issuance The issue and sale by the Partnership and EPO of the SecuritiesShares, (ii) the execution, delivery and performance of this Agreementthe Transaction Agreements by the Company, the Indenture and the Securities by the Enterprise Parties that are parties hereto or thereto, or (iii) consummation of the transactions contemplated hereby by the Transaction Agreements, and thereby the application of the proceeds from the sale of the Shares as described under “Use of Proceeds” in the Draft Preliminary Prospectus will not (A) conflicts or will conflict with or constitutes result in a breach or will violation of any of the terms or provisions of, impose any lien, charge or other encumbrance upon any property or assets of the Company or any of the Subsidiaries, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement, license, lease or other agreement or instrument to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries is bound or to which any of the property or assets of the Company or any of the Subsidiaries is subject, (B) result in any violation of the provisions of the certificate of limited partnership incorporation, constitution, memorandum and articles of association (or agreement similar organizational documents) of limited partnershipthe Company or any of the Subsidiaries, or (C) result in any violation of any statute or any judgment, order, decree, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of the Subsidiaries or any of their properties or assets, except, with respect to clauses (A) and (C), conflicts, violations, encumbrances or defaults that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect. (ii) Neither the Company nor any of the Subsidiaries is (A) in violation of its certificate of formation or limited liability company agreementincorporation, certificate constitution, memorandum or articles of incorporation association (or bylaws or other similar organizational documents of any of the Partnership Entitiesdocuments), (B) conflicts or will conflict with or constitutes or will constitute a breach or violation ofin default, or a default (or an and no event has occurred that, with notice or lapse of time or both, would constitute such a default) under, in the due performance or observance of any term, covenant, condition or other obligation contained in any indenture, mortgage, deed of trust, loan agreement, lease license or other agreement or instrument to which any of the Partnership Entities it is a party or by which it is bound or to which any of them or any of their respective its properties or assets may be boundis subject, or (C) violates or will violate in violation of any statute, law or regulation statute or any order, judgment, decree rule or injunction regulation of any court, arbitrator court or governmental agency or body having jurisdiction over any of the Partnership Entities it or any of their respective properties or assets, or (D) results or will result in the creation or imposition of any lien, charge or encumbrance upon any its property or assets or has failed to obtain any license, permit, certificate, franchise or other governmental authorization or permit necessary to the ownership of any its property or to the conduct of the Partnership Entitiesits business, which conflicts, breaches, violations, defaults or liens, except in the case of clauses (B) or and (DC), wouldto the extent any such conflict, individually breach, violation or default would not, in the aggregate, reasonably be expected to have a Material Adverse Effect or would materially impair the ability of any of the Enterprise Parties to perform their obligations under this AgreementEffect.

No Conflicts or Violations. None of the (i) offering, issuance offering and sale by the Partnership and EPO of the SecuritiesUnits pursuant to this Agreement, (ii) the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement by the Enterprise Parties that are parties hereto or theretoParties, or (iii) consummation of the transactions contemplated hereby and thereby (A) conflicts or will conflict with or constitutes or will constitute a violation of the certificate of limited partnership or agreement of limited partnership, certificate of formation or limited liability company agreement, certificate or articles of incorporation or bylaws or other organizational documents of any of the Partnership Entities, (B) conflicts or will conflict with or constitutes or will constitute a breach or violation of, or a default (or an event that, with notice or lapse of time or both, would constitute such a default) under, any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which any of the Partnership Entities is a party or by which any of them or any of their respective properties or assets may be bound, (C) violates or will violate any statute, law or regulation or any order, judgment, decree or injunction of any court, arbitrator or governmental agency or body having jurisdiction over any of the Partnership Entities or any of their respective properties or assets, assets or (D) results or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of any of the Partnership Entities, which conflicts, breaches, violations, defaults or liens, in the case of clauses (B) or (D), would, individually or in the aggregate, have a Material Adverse Effect or would materially impair the ability of any of the Enterprise Parties to perform their obligations under this Agreement.

No Conflicts or Violations. None of the (i) offering, issuance and sale by the Partnership and EPO the Subsidiary Partnerships of the Securities, (ii) the execution, delivery and performance of this Agreement, the Base Indenture and the Securities Supplemental Indenture by the Enterprise TEPPCO Parties that are parties hereto or and thereto, or (iii) consummation of the transactions contemplated hereby and thereby (A) conflicts or will conflict with or constitutes or will constitute a violation of the certificate of limited partnership or agreement of limited partnership, certificate of formation or limited liability company agreement, certificate or articles of incorporation or bylaws or other organizational documents of any of the Partnership Entities, (B) conflicts or will conflict with or constitutes or will constitute a breach or violation of, or a default (or an event that, with notice or lapse of time or both, would constitute such a default) under, any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which any of the Partnership Entities is a party or by which any of them or any of their respective properties or assets may be bound, (C) violates or will violate any statute, law or regulation or any order, judgment, decree or injunction of any court, arbitrator or governmental agency or body having jurisdiction over any of the Partnership Entities or any of their respective properties or assets, or (D) results or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of any of the Partnership Entities, which conflicts, breaches, violations, defaults or liens, in the case of clauses (B) or (D), would, individually or in the aggregate, have a Material Adverse Effect or would materially impair the ability of any of the Enterprise Parties to perform their obligations under this AgreementEffect.

No Conflicts or Violations. None of the (i) offering, issuance and sale of the Units by the Partnership and EPO of the SecuritiesPartnership, (ii) the execution, delivery and performance of this Agreement, the Indenture and the Securities Transaction Documents by the Enterprise Magellan Parties that are parties hereto or party thereto, or (iii) consummation of the any other transactions contemplated hereby by the Transaction Documents or the fulfillment of the terms hereof or thereof, or (iv) application of the proceeds from the sale of the Units as described under “Use of Proceeds” in each of the Time of Sale Prospectus and thereby (A) the Prospectus conflicts or will conflict with or constitutes or will constitute a violation of the certificate of limited partnership or agreement of limited partnershipwith, certificate of formation or limited liability company agreement, certificate or articles of incorporation or bylaws or other organizational documents of any of the Partnership Entities, (B) conflicts or will conflict with or constitutes or will constitute result in a breach or violation of, or a default (or an event that, with notice or lapse of time or both, would constitute such a default) under, or imposition of any Lien upon any property or assets of the Partnership Entities pursuant to (i) the certificate of limited partnership or agreement of limited partnership, certificate of formation or limited liability company agreement, or other organizational documents of any of the Partnership Entities, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, loan note agreement, lease loan agreement or other agreement agreement, obligation, condition, covenant or instrument to which any of the Partnership Entities is a party or by which any of them are bound or to which any of their respective properties is subject, or assets may be bound, (Ciii) violates or will violate any statute, law or regulation or any orderlaw, rule, regulation, judgment, order or decree or injunction applicable to any of the Partnership Entities of any court, regulatory body, administrative agency, governmental body, arbitrator or governmental agency or body other authority having jurisdiction over any of the Partnership Entities or any of their respective properties or assets, or (D) results or will result except, in the creation or imposition case of any lienclauses (ii) and (iii), charge or encumbrance upon any property or assets of any of the Partnership Entities, which for such conflicts, breaches, violations, defaults or liens, in the case of clauses (B) or (D), wouldLiens as would not, individually or in the aggregate, have a Material Adverse Effect Effect, would not affect the validity of the Units, or would not materially impair the ability of any of the Enterprise Magellan Parties to perform their obligations under this Agreementthe Transaction Documents.

No Conflicts or Violations. None of the (i) offering, issuance and sale by the Partnership and EPO of the SecuritiesNotes, (ii) the execution, delivery and performance of this Agreement, the Indenture and the Securities Debt Documents by the Enterprise Parties that are parties hereto or theretoMagellan Parties, or (iii) consummation of the transactions contemplated hereby by the Debt Documents, or (iv) application of the proceeds from the sale of the Notes as described under “Use of Proceeds” in each of the Pricing Disclosure Package and thereby the Prospectus (A) conflicts or will conflict with or constitutes or will constitute a breach or violation of any provision of the certificate of limited partnership or agreement of limited partnership, certificate of formation or limited liability company agreement or operating agreement, certificate or articles of incorporation or bylaws or any other organizational documents of any of the Partnership Entities, (B) conflicts or will conflict with or constitutes or will constitute a breach or violation of, or a default under (or an event thatwhich, with notice or lapse of time or both, would constitute such a default) underan event), any indenture, mortgage, deed of trust, guarantee, loan agreement, lease or other agreement or instrument to which any of the Partnership Entities is a party or by which any of them or any of their respective properties or assets may be bound, (C) violates or will violate any statute, law or regulation or any order, judgment, decree or injunction of any court, arbitrator court or governmental agency or body having jurisdiction over any of the Partnership Entities or any of their assets or properties or to which any of them or any of their respective properties or assets, is subject or (D) results or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of any of the Partnership Entities, which conflicts, breaches, violations, defaults or liens, except in the case of clauses (B), (C) or (D)) for any such conflicts, wouldbreaches, individually violations or in the aggregate, defaults that would not have a Material Adverse Effect or and would materially impair not adversely affect the ability of any of the Enterprise Magellan Parties to perform their obligations under this Agreementunder, and consummate the transactions contemplated by, the Debt Documents.

No Conflicts or Violations. None of the (i) offering, issuance and sale by the Partnership and EPO of the SecuritiesNotes, (ii) execution and delivery of this Agreement and the executionNotes, delivery and (iii) performance of this Agreement, the Indenture and the Securities Debt Documents by the Enterprise Parties that are parties hereto or theretoMagellan Parties, or (iiiiv) consummation of the transactions contemplated hereby by the Debt Documents, or (v) application of the proceeds from the sale of the Notes as described under “Use of Proceeds” in each of the Pricing Disclosure Package and thereby the Prospectus (A) conflicts or will conflict with or constitutes or will constitute a breach or violation of any provision of the certificate of limited partnership or agreement of limited partnership, certificate of formation or limited liability company agreement or operating agreement, certificate or articles of incorporation or bylaws or any other organizational documents of any of the Partnership Entities, (B) conflicts or will conflict with or constitutes or will constitute a breach or violation of, or a default under (or an event thatwhich, with notice or lapse of time or both, would constitute such a default) underan event), any indenture, mortgage, deed of trust, guarantee, loan agreement, lease or other agreement or instrument to which any of the Partnership Entities is a party or by which any of them or any of their respective properties or assets may be bound, (C) violates or will violate any statute, law or regulation or any order, judgment, decree or injunction of any court, arbitrator court or governmental agency or body having jurisdiction over any of the Partnership Entities or any of their assets or properties or to which any of them or any of their respective properties or assets, is subject or (D) results or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of any of the Partnership Entities, which conflicts, breaches, violations, defaults or liens, except in the case of clauses (B), (C) or (D)) for any such conflicts, wouldbreaches, individually violations or in the aggregate, defaults that would not have a Material Adverse Effect or and would materially impair not adversely affect the ability of any of the Enterprise Magellan Parties to perform their obligations under this Agreementunder, and consummate the transactions contemplated by, the Debt Documents.

No Conflicts or Violations. None of the (i) offering, issuance and sale by the Partnership and EPO of the SecuritiesUnits, (ii) the execution, delivery and performance of this Agreement, Agreement by the Indenture Magellan Parties and the Securities Operative Documents by the Enterprise Parties Magellan Entities that are parties hereto or thereto, or (iii) the consummation of the any other transactions contemplated hereby and thereby by this Agreement or the Operative Documents (Aincluding the Transactions) or the fulfillment of the terms hereof or thereof, conflicts or will conflict with or constitutes or will constitute a violation of the certificate of limited partnership or agreement of limited partnershipwith, certificate of formation or limited liability company agreement, certificate or articles of incorporation or bylaws or other organizational documents of any of the Partnership Entities, (B) conflicts or will conflict with or constitutes or will constitute result in a breach or violation of, or a default (or an event that, with notice or lapse of time or both, would constitute such a default) under, or imposition of any Lien upon any property or assets of the Magellan Entities pursuant to (i) the certificate of limited partnership or agreement of limited partnership, certificate of formation or limited liability company agreement, or other organizational documents of any of the Magellan Entities, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, loan note agreement, lease loan agreement or other agreement agreement, obligation, condition, covenant or instrument to which any of the Partnership Magellan Entities is a party or by which any of them are bound or to which any of their respective properties is subject, or assets may be bound, (Ciii) violates or will violate any statute, law or regulation or any orderlaw, rule, regulation, judgment, order or decree or injunction applicable to any of the Magellan Entities of any court, regulatory body, administrative agency, governmental body, arbitrator or governmental agency or body other authority having jurisdiction over any of the Partnership Magellan Entities or any of their respective properties or assets, or (D) results or will result except, in the creation or imposition case of any lienclauses (ii) and (iii), charge or encumbrance upon any property or assets of any of the Partnership Entities, which for such conflicts, breaches, violations, defaults or liens, in the case of clauses (B) or (D), wouldLiens as would not, individually or in the aggregate, have a Material Adverse Effect Effect, would not affect the validity of the Units, or would not materially impair the ability of any of the Enterprise Magellan Parties to perform their obligations under this AgreementAgreement or the ability of any of the Magellan Entities to perform their obligations any of the Operative Documents to which they may be a party.

No Conflicts or Violations. None of the (i) offering, issuance and sale by the Operating LLC and the Partnership and EPO of the Securities, (ii) the execution, delivery and performance of this Agreement, the Indenture and the Securities by the Enterprise Parties that are parties hereto or thereto, or (iii) consummation of the transactions contemplated hereby and thereby (A) conflicts or will conflict with or constitutes or will constitute a violation of the certificate of limited partnership or agreement of limited partnership, certificate of formation or limited liability company agreement, certificate or articles of incorporation or bylaws or other organizational documents of any of the Partnership Entities, (B) conflicts or will conflict with or constitutes or will constitute a breach or violation of, or a default (or an event that, with notice or lapse of time or both, would constitute such a default) under, any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which any of the Partnership Entities is a party or by which any of them or any of their respective properties or assets may be bound, (C) violates or will violate any statute, law or regulation or any order, judgment, decree or injunction of any court, arbitrator or governmental agency or body having jurisdiction over any of the Partnership Entities or any of their respective properties or assets, or (D) results or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of any of the Partnership Entities, which conflicts, breaches, violations, defaults or liens, in the case of clauses (B) or (D), would, individually or in the aggregate, have a Material Adverse Effect or would materially impair the ability of any of the Enterprise Parties to perform their obligations under this AgreementEffect.