Common use of No Creation of Violation, Default, Breach or Encumbrance Clause in Contracts

No Creation of Violation, Default, Breach or Encumbrance. The execution, delivery and performance of this Agreement by the Sellers do not, and the consummation by the Sellers of the transactions contemplated by this Agreement will not (i) violate (A) any statute, rule or regulation to which the Sellers, the Operating Company or Stellar Propane are subject or (B) any order, writ, injunction, decree, judgment or ruling of any Governmental Authority to which the Sellers, the Operating Company or Stellar Propane are subject, (ii) subject to the adoption of the amendments contemplated by Section 8.16 prior to the Closing, conflict with or violate any provision of the Organizational Documents of the Sellers, the Operating Company or Stellar Propane, or (iii) except for those consents of the Operating Company and Stellar Propane relating to the Business that will be obtained prior to the Closing, require the consent of any Person (including any debt holder) or result in the breach of or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, violate, conflict with, breach or give rise to any right of termination, cancellation or acceleration of, or to a loss of benefit to which the Sellers, the Operating Company or Stellar Propane are entitled, under (A) any mortgage, indenture, note or other instrument or obligation for the payment of money or any Contracts or Other Agreement, in each case, to which the Sellers, the Operating Company or Stellar Propane are a party, or (B) any governmental licenses, authorizations, permits, consents or approvals required for the Sellers, the Operating Company or Stellar Propane to own, license or lease and operate their respective properties or to conduct their respective businesses as presently conducted by them.

No Creation of Violation, Default, Breach or Encumbrance. The execution, delivery and performance of this Agreement by the Sellers do notSeller, and the consummation by the Sellers execution, delivery and performance of the transactions contemplated Transaction Documents by this Agreement will Seller, do not (i) violate (A) any statute, rule or regulation to which the Sellers, the Operating Company or Stellar Propane are subject applicable Law in any material respect or (B) any applicable order, writ, injunction, decree, judgment or ruling of any Governmental Authority to which the Sellers, the Operating Company or Stellar Propane are subjectAuthority, (ii) subject to the adoption of the amendments contemplated by Section 8.16 prior to the Closing, conflict with or violate any provision of the Organizational Documents certificate of limited partnership or the agreement of limited partnership of Seller, (iii) conflict with or violate any provision of the Sellers, certificate of organization or the Operating Company or Stellar Propanelimited liability company agreement of the Company, or (iiiiv) except for those consents of the Operating Company and Stellar Propane relating to the Business that will be obtained prior to the Closing, require the consent of any Person (including any debt holder) or result in the material breach of or constitute a material default (or an event that, with notice or lapse of time or both, would constitute a material default) under, violate, conflict with, materially breach or give rise to any right of termination, cancellation cancellation, modification or acceleration ofacceleration, or to a loss of material benefit to which the Sellers, the Operating Company or Stellar Propane are is entitled, under (A) any mortgage, indenture, note or other instrument or obligation for the payment of money or any Contracts or Other Agreement, in each case, contract to which the SellersCompany is a party and that (I) involves, or may reasonably be expected to involve, the Operating payment or receipt of $100,000 or more (whether in cash or in goods or services of an equivalent value) over its term, including extension and renewal rights that are at the option of the counterparty (i.e., not the Company) to such Contract, or $50,000 during any one year; (II) imposes any restriction on the conduct of the Business (including noncompetition and similar restrictions); (III) was not made in the ordinary course of business of the Company consistent with past practice; (IV) burdens, benefits, or Stellar Propane are imposes liabilities upon, or otherwise with respect to, any Real Property; (V) the continued conduct of the Business is dependent upon; (VI) is a partypartnership, joint venture or other similar contract; or (VII) is a collective bargaining or other labor union contract (each, a “Material Contract”), or (B) any governmental licenses, authorizations, permits, consents or approvals of any Governmental Authority required for the Sellers, the Operating Company or Stellar Propane to own, license or lease and operate their respective its properties or to conduct their respective businesses the Business in substantially the same manner as presently conducted by themthe Company on the date hereof.

No Creation of Violation, Default, Breach or Encumbrance. The -------------------------------------------------------- execution, delivery and performance of this Agreement by SELLER and each of the Sellers do Shareholders does not, and the consummation by the Sellers such Person of the transactions contemplated by this Agreement hereby will not (i) violate (A) any statute, rule or regulation to which the Sellers, the Operating Company or Stellar Propane are such Person is subject or (B) any order, writ, injunction, decree, judgment or ruling of any Governmental Authority court, administrative agency or governmental body to which the Sellers, the Operating Company or Stellar Propane are such Person is subject, (ii) subject to the adoption of the amendments contemplated by Section 8.16 prior to the Closing, conflict with or violate any provision of the Organizational Documents of the Sellers, the Operating Company or Stellar PropaneSELLER, or (iii) except for those consents assuming receipt of the Operating Company and Stellar Propane relating to the Business that will be obtained prior to the Closingconsents set forth in Schedule 6.4 hereto, require the consent of any Person (including any debt holder) or result in ------------ the breach of or constitute a default (or an event thatwhich, with notice or lapse of time or both, would constitute a default) under, violate, conflict with, breach or give rise to any right of termination, cancellation or acceleration of, or to a loss of benefit to which the Sellers, the Operating Company or Stellar Propane are SELLER is entitled, under (A) any mortgage, indenture, note or other instrument or obligation for the payment of money or any Contracts contract, agreement, lease or Other Agreementlicense, in each case, to which the Sellers, the Operating Company or Stellar Propane are SELLER is a party, or (B) any governmental licenses, authorizations, permits, consents or approvals required for the Sellers, the Operating Company or Stellar Propane SELLER to own, license or lease and operate their respective its properties or to conduct their respective businesses its Business as presently conducted by themit.

No Creation of Violation, Default, Breach or Encumbrance. The execution, delivery and performance of this Agreement by the Sellers do IPCH does not, and the consummation by the Sellers IPCH of the transactions contemplated by this Agreement hereby will not (i) violate (A) any statute, rule or regulation to which the Sellers, the Operating Company IPCH or Stellar Propane are any of its Subsidiaries is subject or (B) any order, writ, injunction, decree, judgment or ruling of any Governmental Authority court, administrative agency or governmental body to which the Sellers, the Operating Company IPCH or Stellar Propane are any of its Subsidiaries is subject, (ii) subject to the adoption of the amendments contemplated by Section 8.16 prior to the Closingexcept as set forth in Schedule 3.4, ------------ conflict with or violate any provision of the Organizational Documents of the Sellers, the Operating Company IPCH or Stellar Propaneany of its Subsidiaries, or (iii) except for those consents assuming receipt of the Operating Company and Stellar Propane relating to the Business that will be obtained prior to the Closingconsents set forth in Schedule 3.4 hereto, require the consent of any Person (including any debt holder) or result in the ------------ breach of or constitute a default (or an event thatwhich, with notice or lapse of time or both, would constitute a default) under, violate, conflict with, breach or give rise to any right of termination, cancellation or acceleration of, or to a loss of benefit to which the Sellers, the Operating Company IPCH or Stellar Propane are any of its Subsidiaries is entitled, under (A) any mortgage, indenture, note or other instrument or obligation for the payment of money or any Contracts contract, agreement, lease or Other Agreementlicense, in each case, to which IPCH or any of its Subsidiaries is a party and which is material to the Sellers, the Operating Company business of IPCH or Stellar Propane are a partyany IPCH Subsidiary, or (B) any governmental licenses, authorizations, permits, consents or approvals required for the Sellers, the Operating Company IPCH or Stellar Propane any of its Subsidiaries to own, license or lease and operate their respective its properties or to conduct their respective businesses its business as presently conducted by themit and which is material to the business of IPCH or any IPCH Subsidiary.