Common use of No Consents or Conflicts Clause in Contracts

No Consents or Conflicts. None of the offering, issuance and sale of the Units by the Partnership, the execution, delivery or performance of this Agreement by the Partnership Entities and the Xxxxxx Parties, or the consummation of the transactions contemplated hereby (i) requires any consent, approval, authorization or other order of or registration, qualification or filing with, any court, regulatory body, administrative agency or other governmental body, agency or official (except (a) such as may be required for the registration of the Units under the Act, the inclusion of the Units on the NASDAQ National Market, and compliance with the securities or Blue Sky laws of various jurisdictions, all of which will be, or have been, effected in accordance with this Agreement and except for the NASD's clearance of the underwriting terms of the offering contemplated hereby as required under the NASD's Rules of Fair Practice and (b) as disclosed in the Registration Statement, (ii) conflicts with or will conflict with or constitutes or will constitute a breach or violation of, or a default under, the certificate or agreement of limited partnership, limited liability company agreement, certificate or articles of incorporation or bylaws or other organizational documents of any of the Partnership Entities, the Xxxxxx Parties or CFMSLP, (iii) conflicts with or will conflict with or constitute or will constitute a breach or violation of, or a default under, any Existing Instrument to which any of the Partnership Entities, the Xxxxxx Parties or CFMSLP is a party or by which any of their respective properties may be bound, (iv) violates or will violate any statute, law, regulation, ruling, filing, judgment, injunction, order or decree applicable to any of the Partnership Entities, the Xxxxxx Parties or CFMSLP or any of their properties, or (v) results in or will result in the creation or imposition of any lien, encumbrance, security interest, equity, charge or claim upon any property or assets of any of the Partnership Entities, the Xxxxxx Parties or CFMSLP (other than the Permitted Liens, applicable securities laws and any restrictions set forth in the governing documents of the Partnership Entities, the Xxxxxx Parties or CFMSLP) pursuant to, or requires the consent of any other party to, any Existing Instrument (except as noted above), except in case of (i), (iii), (iv) or (v) above, for such conflicts, breaches, defaults, liens, encumbrances, security interests, charges or claims that will not, individually or in the aggregate, result in a Material Adverse Effect.

No Consents or Conflicts. None of the offering, issuance and sale of the Units by the Partnership, the execution, delivery or performance of this Agreement or the Operative Agreements by the Partnership Entities and the Xxxxxx PartiesMartin Parties that are parties hereto or thereto, or the consummation of the xx xxe transactions contemplated hereby and thereby (including the Transactions) (i) requires any consent, approval, authorization or other order of or registration, qualification or filing with, any court, regulatory body, administrative agency or other governmental body, agency or official (except (a) such as may be required for the registration of the Units under the Act, the inclusion of the Units on the NASDAQ National Market, the registration of the Common Units under the Securities Exchange Act of 1934 and the rules and regulations of the Commission thereunder (collectively, the "Exchange Act") and compliance with the securities or Blue Sky laws of various jurisdictions, all of which will be, or have been, effected in accordance with this Agreement and except for the NASD's clearance of the underwriting terms of the offering contemplated hereby as required under the NASD's Rules of Fair Practice and Practice, (b) as contemplated by the Contribution Agreement or (c) as disclosed in the Registration Statement), (ii) conflicts with or will conflict with or constitutes or will constitute a breach or violation of, or a default under, the certificate or agreement of limited partnership, limited liability company agreement, certificate or articles of incorporation or bylaws or other organizational documents of any of the Partnership Entities, the Xxxxxx Martin Parties or CFMSLP, (iii) conflicts with or will conflict with or constitute ox xxxxtitute or will constitute a breach or violation of, or a default under, any Existing Instrument to which any of the Partnership Entities, the Xxxxxx Martin Parties or CFMSLP is a party or by which any of their respective properties respectivx xxxxerties may be bound, (iv) violates or will violate any statute, law, regulation, ruling, filing, judgment, injunction, order or decree applicable to any of the Partnership Entities, the Xxxxxx Martin Parties or CFMSLP or any of their properties, or (v) results in or will result rxxxxx in the creation or imposition of any lien, encumbrance, security interest, equity, charge or claim upon any property or assets of any of the Partnership Entities, the Xxxxxx Martin Parties or CFMSLP (other than the Permitted Liens, applicable securities laws and any restrictions set forth in the governing documents of the Partnership Entities, the Xxxxxx Parties or CFMSLP) pursuant to, or requires the consent of any other party oxxxx xarty to, any Existing Instrument (except as noted above)Instrument, except in case of (i), (iii), (iv) or (v) above, for such conflicts, breaches, defaults, liens, encumbrances, security interests, equities, charges or claims that will not, individually or in the aggregate, result in a Material Adverse Effect.

No Consents or Conflicts. None of the offering, issuance and sale of the Units by the Partnership, the execution, delivery or performance of this Agreement by the Partnership Entities and the Xxxxxx Mxxxxx Parties, or the consummation of the transactions contemplated hereby (i) requires any consent, approval, authorization or other order of or registration, qualification or filing with, any court, regulatory body, administrative agency or other governmental body, agency or official (except (a) such as may be required for the registration of the Units under the Act, the inclusion of the Units on the NASDAQ National Market, and compliance with the securities or Blue Sky laws of various jurisdictions, all of which will be, or have been, effected in accordance with this Agreement and except for the NASD's ’s clearance of the underwriting terms of the offering contemplated hereby as required under the NASD's ’s Rules of Fair Practice and (b) as disclosed in the Registration Statement, (ii) conflicts with or will conflict with or constitutes or will constitute a breach or violation of, or a default under, the certificate or agreement of limited partnership, limited liability company agreement, certificate or articles of incorporation or bylaws or other organizational documents of any of the Partnership Entities, the Xxxxxx Mxxxxx Parties or CFMSLP, (iii) conflicts with or will conflict with or constitute or will constitute a breach or violation of, or a default under, any Existing Instrument to which any of the Partnership Entities, the Xxxxxx Mxxxxx Parties or CFMSLP is a party or by which any of their respective properties may be bound, (iv) violates or will violate any statute, law, regulation, ruling, filing, judgment, injunction, order or decree applicable to any of the Partnership Entities, the Xxxxxx Mxxxxx Parties or CFMSLP or any of their properties, or (v) results in or will result in the creation or imposition of any lien, encumbrance, security interest, equity, charge or claim upon any property or assets of any of the Partnership Entities, the Xxxxxx Mxxxxx Parties or CFMSLP (other than the Permitted Liens, applicable securities laws and any restrictions set forth in the governing documents of the Partnership Entities, the Xxxxxx Mxxxxx Parties or CFMSLP) pursuant to, or requires the consent of any other party to, any Existing Instrument (except as noted above), except in case of (i), (iii), (iv) or (v) above, for such conflicts, breaches, defaults, liens, encumbrances, security interests, charges or claims that will not, individually or in the aggregate, result in a Material Adverse Effect.

No Consents or Conflicts. None of the offering, issuance and sale of the Units by the Partnership, the execution, delivery or performance of this Agreement or the Operative Agreements by the Partnership Entities and the Xxxxxx PartiesMartin Parties that are parties hereto or thereto, or the consummation of the consummatiox xx xhe transactions contemplated hereby and thereby (including the Transactions) (i) requires any consent, approval, authorization or other order of or registration, qualification or filing with, any court, regulatory body, administrative agency or other governmental body, agency or official (except (a) such as may be required for the registration of the Units under the Act, the inclusion of the Units on the NASDAQ National Market, the registration of the Common Units under the Securities Exchange Act of 1934 and the rules and regulations of the Commission thereunder (collectively, the "Exchange Act") and compliance with the securities or Blue Sky laws of various jurisdictions, all of which will be, or have been, effected in accordance with this Agreement and except for the NASD's clearance of the underwriting terms of the offering contemplated hereby as required under the NASD's Rules of Fair Practice and Practice, (b) as contemplated by the Contribution Agreement, (c) as disclosed in the Registration Statement, (d) the consent required under the lease with the Tampa Port Authority filed as an exhibit to the Registration Statement, (e) any maritime consents, applications and/or filings made in connection with the transfer of vessels to the Partnership Entities, (f) filings with applicable secretaries of state to effect any conversions or mergers contemplated by the Contribution Agreement, and (g) lien filings and lien releases necessary in connection with the MLP Credit Agreement), (ii) conflicts with or will conflict with or constitutes or will constitute a breach or violation of, or a default under, the certificate or agreement of limited partnership, limited liability company agreement, certificate or articles of incorporation or bylaws or other organizational documents of any of the Partnership Entities, the Xxxxxx Martin Parties or CFMSLP (assuming all required consents are received xxxx CF Industries, Inc. in regard to the organizational documents of CFMSLP), (iii) conflicts with or will conflict with or constitute or will constitute a breach or violation of, or a default under, any Existing Instrument to which any of the Partnership Entities, the Xxxxxx Martin Parties or CFMSLP is a party or by which any of their respective properties respectixx xxxperties may be boundbound (assuming all required consents and/or approvals are received from the lenders referenced in the "Use of Proceeds" section of the Prospectus and in connection with the MRMC Credit Agreement and the Tampa Port Authority), (iv) violates or will violate any statute, law, regulation, ruling, filing, judgment, injunction, order or decree applicable to any of the Partnership Entities, the Xxxxxx Martin Parties or CFMSLP or any of their properties, or (v) results in or will result xxxxxx in the creation or imposition of any lien, encumbrance, security interest, equity, charge or claim upon any property or assets of any of the Partnership Entities, the Xxxxxx Martin Parties or CFMSLP (other than the Permitted Liens, applicable securities xxxxxxties laws and any restrictions set forth in the governing documents of the Partnership Entities, the Xxxxxx Parties or CFMSLP) pursuant to, or requires the consent of any other party to, any Existing Instrument (except as noted above), except in case of (i), (iii), (iv) or (v) above, for such conflicts, breaches, defaults, liens, encumbrances, security interests, charges or claims that will not, individually or in the aggregate, result in a Material Adverse Effect.