Common use of No Violations or Defaults Clause in Contracts

No Violations or Defaults. Subject to required filings under federal and state securities laws and with the NASDAQ, assuming the other consents and approvals contemplated by Section 5.6 and Article VIII are duly obtained and assuming the consents, waivers and approvals specified in Section 7.9(a) are obtained, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by each Partnership Entity do not and will not (a) constitute a breach or violation of, or result in a default (or an event that, with notice or lapse of time or both, would become a default) under, or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, any note, bond, mortgage, indenture, deed of trust, license, franchise, lease, contract, agreement, joint venture or other instrument or obligation to which any Partnership Entity or any of its respective Subsidiaries is a party or by which any Partnership Entity or any of its Subsidiaries or properties is subject or bound except for such breaches, violations, defaults, terminations, cancellations or accelerations that, either individually or in the aggregate, would not reasonably be expected to have a Partnership Material Adverse Effect, (b) constitute a breach or violation of, or a default under the Existing Partnership Agreement, the Partnership Certificate of Limited Partnership, the Partnership GP LLC Agreement or the certificate of limited partnership of Partnership GP, (c) materially contravene or conflict with or constitute a material violation of any provision of any Law binding upon or applicable to any Partnership Entity or any of its Subsidiaries or (d) result in the creation of any material Lien on any of the assets of the Partnership Entities or any of their respective Subsidiaries’ assets.

No Violations or Defaults. Subject to the declaration of effectiveness of the Registration Statement, required filings under federal and state securities laws and with the NASDAQNYSE, assuming the other consents and approvals contemplated by Section 5.6 5.2(e) and Article VIII VII are duly obtained and assuming the consents, waivers and approvals specified in Section 7.9(a6.10(a) are obtained, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by each Partnership Entity the VNR Parties do not and will not (ai) constitute a breach or violation of, or result in a default (or an event that, with notice or lapse of time or both, would become a default) under, or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, any note, bond, mortgage, indenture, deed of trust, license, franchise, lease, contract, agreement, joint venture or other instrument or obligation to which any Partnership Entity VNR or any of its respective Subsidiaries is a party or by which any Partnership Entity VNR or any of its Subsidiaries or properties is subject or bound except for such breaches, violations, defaults, terminations, cancellations or accelerations thatwhich, either individually or in the aggregate, would could not reasonably be expected to have a Partnership Material Adverse EffectEffect on VNR, (bii) constitute a breach or violation of, or a default under the Existing Partnership VNR LLC Agreement, the Partnership VNR Certificate of Limited PartnershipFormation, the Partnership GP VNG LLC Agreement or the certificate VNG Certificate of limited partnership of Partnership GPFormation, (ciii) materially contravene or conflict with or constitute a material violation of any provision of any Law binding upon or applicable to any Partnership Entity VNR or any of its Subsidiaries or Subsidiaries, (div) result in the creation of any material Lien on any of the its assets of the Partnership Entities or any of their respective its Subsidiaries’ assets, or (v) cause the transactions contemplated by this Agreement to be subject to Takeover Laws.

No Violations or Defaults. Subject to required filings under federal and state securities laws Laws and with the NASDAQNYSE, assuming the other consents and approvals contemplated by Section 5.6 and Article VIII 4.6 are duly obtained and assuming the consents, waivers and approvals specified in Section 7.9(a) are obtained, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by each the Partnership Entity Entities do not and will not (a) constitute a breach or violation of, or result in a default (or an event that, with notice or lapse of time or both, would become a default) under, or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, any note, bond, mortgage, indenture, deed of trust, license, franchise, lease, contract, agreement, joint venture agreement or other instrument or obligation to which any a Partnership Entity or any of its respective Subsidiaries is a party or by which any a Partnership Entity or any of its Subsidiaries or properties is subject or bound except for such breaches, violations, defaults, terminations, cancellations or accelerations thatthat have not had or would not reasonably be expected to have, either individually or in the aggregate, would not reasonably be expected to have a Partnership Material Adverse Effect, (b) constitute a breach or violation of, or a default under the Existing LA\4224998.8 US 3682459v.19 Partnership Agreement, the Partnership Certificate of Limited Partnership, the Partnership GP LLC Agreement or the certificate Partnership GP Certificate of limited partnership Formation or the Organizational Documents of any of the Partnership GPEntities’ respective Subsidiaries, (c) materially contravene or conflict with or constitute a material violation of any provision of any Law binding upon or applicable to any the Partnership Entity Entities or any of its their Included Subsidiaries or (d) result in the creation of any material Lien on any of the assets of the Partnership Entities or any of their respective Included Subsidiaries’ assets.

No Violations or Defaults. Subject Except as set forth in Section 5.4 of the Parent Disclosure Letter and subject to the declaration of effectiveness of the Registration Statement, required filings under federal and state securities laws and with the NASDAQNYSE, assuming the other consents and approvals contemplated by Section 5.6 5.5 and Article VIII are duly obtained and assuming the consents, waivers and approvals specified in Section 7.9(a) 7.1 are obtained, the execution, delivery and performance of this Agreement and the Voting Agreements and the consummation of the transactions contemplated hereby Merger Transactions by each Partnership Entity the Buyer Parties do not and will not (a) constitute except as would not reasonably be expected to have a breach or violation ofMaterial Adverse Effect with respect to Parent, (i) violate, conflict with, or result in a breach of any provision of, or require any consent, waiver or approval or result in a default or loss or reduction of any rights (or an give rise to any right of termination, cancellation, modification or acceleration, or trigger any requirement or option for additional consideration, or any event that, with notice or lapse the giving of notice, the passage of time or bothotherwise, would become constitute a defaultdefault or loss or reduction of any rights or give rise to any such right) underunder any of the terms, conditions or result in the termination or in a right of termination or cancellation provisions of, or accelerate the performance required by, any note, bond, mortgage, indenture, deed of trust, license, franchise, lease, contract, agreement, joint venture or other instrument or obligation to which any Partnership Entity Parent or any of its respective Subsidiaries is a party or by which any Partnership Entity Parent or any of its Subsidiaries or any of their respective properties or assets is subject or bound, (ii) contravene or conflict with or constitute a violation of any provision of any Law binding upon or applicable to the Buyer Parties or any of their respective Subsidiaries or by which any of their respective assets are bound except for such breachesor (iii) result (or, violationswith the giving of notice, defaultsthe passage of time or otherwise, terminations, cancellations or accelerations that, either individually or would result) in the aggregate, would not reasonably be expected to have a Partnership Material Adverse Effectcreation or imposition of any Lien on any asset of the Buyer Parties or any of their respective Subsidiaries, (b) constitute a breach or violation of, or a default under the Existing Partnership Agreementunder, the Partnership Certificate organizational documents or other similar governing documents of Limited Partnership, the Partnership GP LLC Agreement any Buyer Party or the certificate of limited partnership of Partnership GP, (c) materially contravene or conflict with or constitute a material violation of any provision of any Law binding upon or applicable cause the Merger Transactions to any Partnership Entity or any of its Subsidiaries or (d) result in the creation of any material Lien on any of the assets of the Partnership Entities or any of their respective Subsidiaries’ assetsbe subject to Takeover Laws.

No Violations or Defaults. Subject to required filings under federal and state securities laws and with the NASDAQNYSE, assuming the other consents and approvals contemplated by Section 5.6 6.6 and Article VIII are duly obtained and assuming the consents, waivers and approvals specified in Section 7.9(a) are obtained, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by each Partnership Entity Parent do not and will not not: (ai) constitute a breach or violation of, or result in a default (or an event that, with notice or lapse of time or both, would become a default) under, or result in the termination or in a right of termination termination, cancellation or cancellation modification of, or accelerate result in the acceleration of performance required byby or the loss of any benefit to which any of Parent or its Subsidiaries is entitled under, any note, bond, mortgage, indenture, deed of trust, license, franchise, lease, contract, agreement, joint venture venture, permit or other instrument or obligation to which any Partnership Entity Parent or any of its respective Subsidiaries is a party or by which any Partnership Entity Parent or any of its Subsidiaries or their respective properties is subject or bound except for such breaches, violations, defaults, terminations, cancellations or accelerations thatwhich, either individually or in the aggregate, would not reasonably be expected to have a Partnership Parent Material Adverse Effect, (bii) conflict with or constitute a breach or violation of, or a default under the Existing Partnership AgreementParent Charter or Parent Bylaws, the Partnership Certificate of Limited Partnership, the Partnership GP LLC Agreement or the certificate similar organizational documents of limited partnership any of Partnership GPParent’s Subsidiaries, (ciii) materially contravene or conflict with or constitute a material violation of any provision of any Law binding upon or applicable to any Partnership Entity Parent or any of its Subsidiaries or (div) result in the creation of any material Lien on any of the assets of the Partnership Entities Parent or any of their respective its Subsidiaries’ assets.

No Violations or Defaults. Subject to required filings under federal and state securities laws and with the NASDAQNYSE, assuming the other consents and approvals contemplated by Section 5.6 and Article VIII are duly obtained and assuming the consents, waivers and approvals specified in Section 7.9(a) are obtained, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by each Partnership Entity the Company do not and will not (ai) constitute a breach or violation of, or result in a default (or an event that, with notice or lapse of time or both, would become a default) under, or result in the termination or in a right of termination termination, cancellation or cancellation modification of, or accelerate result in the acceleration of performance required byby or the loss of any benefit to which any of the Company or its Subsidiaries is entitled under, any note, bond, mortgage, indenture, deed of trust, license, franchise, lease, contract, agreement, joint venture venture, permit or other instrument or obligation to which any Partnership Entity the Company or any of its respective Subsidiaries is a party or by which any Partnership Entity the Company or any of its Subsidiaries or their respective properties is subject or bound except for such breaches, violations, defaults, terminations, cancellations or accelerations thatwhich, either individually or in the aggregate, would not reasonably be expected to have a Partnership Company Material Adverse Effect, (bii) conflict with or constitute a breach or violation of, or a default under the Existing Partnership Agreement, the Partnership Certificate of Limited Partnership, the Partnership GP LLC Agreement Company Charter or Company Bylaws or the certificate similar organizational documents of limited partnership any of Partnership GPthe Company’s Subsidiaries, (ciii) materially contravene or conflict with or constitute a material violation of any provision of any Law binding upon or applicable to any Partnership Entity the Company or any of its Subsidiaries or (div) result in the creation of any material Lien on any of the assets of the Partnership Entities Company or any of their respective its Subsidiaries’ assets.

No Violations or Defaults. Subject to required filings under federal and state securities laws Laws and with the NASDAQNYSE, assuming the other consents and approvals contemplated by Section 5.6 and Article VIII are duly obtained and assuming the consents, waivers and approvals specified in Section 7.9(a) are obtained, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by each Partnership Entity the Parent Entities do not and will not (a) constitute a breach or violation of, or result in a default (or an event that, with notice or lapse of time or both, would become a default) under, or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, any note, bond, mortgage, indenture, deed of trust, license, franchise, lease, contract, agreement, joint venture agreement or other instrument or obligation to which any Partnership a Parent Entity or any of its respective Subsidiaries is a party or by which any Partnership a Parent Entity or any of its Subsidiaries or properties is subject to or bound bound, except for such breaches, violations, defaults, terminations, cancellations or accelerations thatthat have not had or would not reasonably be expected to have, either individually or in the aggregate, would not reasonably be expected to have a Partnership Parent Material Adverse Effect, (b) constitute a breach or violation of, or a default under the Existing Partnership Agreement, Organizational Documents of any of the Partnership Certificate of Limited Partnership, the Partnership GP LLC Agreement or the certificate of limited partnership of Partnership GPParent Entities, (c) materially contravene or conflict with or constitute a material violation of any provision of any Law binding upon or applicable to any Partnership Entity Parent Entities or any of its their Subsidiaries or (d) result in the creation of any material Lien on any of the assets of the Partnership Parent Entities or any of their respective Subsidiaries’ assets.

No Violations or Defaults. Subject Except as set forth in Section 4.4 of the Company Disclosure Letter and subject to the declaration of effectiveness of the Registration Statement, required filings under federal and state securities laws and with the NASDAQNYSE, assuming the other consents and approvals contemplated by Section 5.6 4.5 and Article VIII are duly obtained and assuming the consents, waivers and approvals specified in Section 7.9(a) 7.1 are obtained, the execution, delivery and performance of this Agreement and the Voting Agreements and the consummation of the transactions contemplated hereby Merger Transactions by each Partnership Entity the Company do not and will not (a) constitute except as would not reasonably be expected to have a breach material impact on the Company and its Subsidiaries, taken as a whole, or violation ofas set forth in Section 4.4 of the Company Disclosure Letter, (i) violate, conflict with, or result in a breach of any provision of, or require any consent, waiver or approval or result in a default or loss or reduction of any rights (or an give rise to any right of termination, cancellation, modification or acceleration, or trigger any requirement or option for additional consideration, or any event that, with notice or lapse the giving of notice, the passage of time or bothotherwise, would become constitute a defaultdefault or loss or reduction of any rights or give rise to any such right) underunder any of the terms, conditions or result in the termination or in a right of termination or cancellation provisions of, or accelerate the performance required by, any note, bond, mortgage, indenture, deed of trust, license, franchise, lease, contract, agreement, joint venture or other instrument or obligation to which any Partnership Entity the Company or any of its respective Subsidiaries is a party or by which any Partnership Entity the Company or any of its Subsidiaries or any of their respective properties or assets is subject or bound, (ii) contravene or conflict with or constitute a violation of any provision of any Law binding upon or applicable to the Company or any of its Subsidiaries or by which any of their respective assets are bound except for such breachesor (iii) result (or, violationswith the giving of notice, defaultsthe passage of time or otherwise, terminations, cancellations or accelerations that, either individually or would result) in the aggregate, would not reasonably be expected to have a Partnership Material Adverse Effectcreation or imposition of any Lien on any asset of the Company or any of its Subsidiaries, (b) constitute a breach or violation of, or a default under the Existing Partnership Agreementunder, the Partnership Company Certificate of Limited Partnership, the Partnership GP LLC Agreement or the certificate Company Bylaws or other similar governing documents of limited partnership any of Partnership GP, the Company’s Subsidiaries or (c) materially contravene or conflict with or constitute a material violation of any provision of any Law binding upon or applicable cause the Merger Transactions to any Partnership Entity or any of its Subsidiaries or (d) result in the creation of any material Lien on any of the assets of the Partnership Entities or any of their respective Subsidiaries’ assetsbe subject to Takeover Laws.

No Violations or Defaults. Subject to required filings under federal and state securities laws Laws and with the NASDAQ, assuming the other consents and approvals contemplated by Section 5.6 and Article VIII are duly obtained and obtained, assuming the consents, waivers and approvals specified in Section 7.9(a) are obtainedobtained and except as set forth in Section 5.5 of the Partnership Disclosure Letter, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby Transactions by each Partnership Entity do not and will not (ai) constitute a breach or violation of, or result in a default (or an event that, with notice or lapse of time or both, would become a default) under, or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, any note, bond, mortgage, indenture, deed of trust, license, franchise, lease, contract, agreement, joint venture or other instrument or obligation to which any such Partnership Entity or any of its respective Subsidiaries is a party or by which any such Partnership Entity or any of its Subsidiaries or properties is subject or bound except for such breaches, violations, defaults, terminations, cancellations or accelerations thatwhich, either individually or in the aggregate, would not reasonably be expected to have a Partnership Material Adverse Effect, (bii) constitute a breach or violation of, or a default under any organizational document of the Partnership Entities or their respective Subsidiaries (including the Existing Partnership Agreement, Agreement and the Partnership Certificate of Limited Partnership, the Partnership GP LLC Agreement or the certificate of limited partnership of Partnership GP), (ciii) materially contravene or conflict with or constitute a material violation of any provision of any Law binding upon or applicable to any the Partnership Entity Entities or any of its their respective Subsidiaries or (div) result in the creation of any material Lien (except any Permitted Lien) on any of the assets of the Partnership Entities or any of their respective Subsidiaries’ assets.

No Violations or Defaults. Subject to the declaration of effectiveness of the Registration Statement, required filings under federal and state securities laws and with the NASDAQNYSE, assuming the other consents and approvals contemplated by Section 5.6 5.2(e) and Article VIII VII are duly obtained and assuming the consents, waivers and approvals specified in Section 7.9(a6.10(a) are obtained, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby Merger Transactions by each Partnership Entity the PNR Parties do not and will not (ai) except as could not reasonably be expected to have a Material Adverse Effect on the PNR Parties, (x) constitute a breach or violation of, or result in a default (or an event that, with notice or lapse of time or both, would become a default) under, or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, any note, bond, mortgage, indenture, deed of trust, license, franchise, lease, contract, agreement, joint venture or other instrument or obligation to which any Partnership Entity PNR or any of its respective Subsidiaries is a party or by which any Partnership Entity PNR or any of its Subsidiaries or properties is subject or bound except for such breaches, violations, defaults, terminations, cancellations or accelerations that, either individually or in the aggregate, would not reasonably be expected to have a Partnership Material Adverse Effectbound, (by) constitute a breach or violation of, or a default under the Existing Partnership Agreement, the Partnership Certificate of Limited Partnership, the Partnership GP LLC Agreement or the certificate of limited partnership of Partnership GP, (c) materially contravene or conflict with or constitute a material violation of any provision of any Law binding upon or applicable to any Partnership Entity the PNR Parties or any of its their respective Subsidiaries or (dz) result in the creation of any material Lien on any of the assets of the Partnership Entities PNR Parties or any of their respective Subsidiaries’ assets, (ii) constitute a breach or violation of, or a default under, the PNR Certificate of Incorporation, the PNR USA Certificate of Incorporation, the MergerCo Certificate of Formation, the MergerCo LLC Agreement or the bylaws of PNR or PNR USA, or (iii) cause the Merger Transactions to be subject to Takeover Laws.

No Violations or Defaults. Subject to required filings under federal and state securities laws Laws and with the NASDAQNYSE, assuming the other consents and approvals contemplated by Section 5.6 6.7 and Article VIII are duly obtained and assuming the consents, waivers and approvals specified in Section 7.9(a) are obtained, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby Transactions by each Partnership Entity the Parent Entities do not and will not (ai) constitute a breach or violation of, or result in a default (or an event that, with notice or lapse of time or both, would become a default) under, or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, any note, bond, mortgage, indenture, deed of trust, license, franchise, lease, contract, agreement, joint venture or other instrument or obligation to which any Partnership such Parent Entity or any of its respective Subsidiaries is a party or by which any Partnership such Parent Entity or any of its Subsidiaries or properties is subject or bound except for such breaches, violations, defaults, terminations, cancellations or accelerations thatwhich, either individually or in the aggregate, would not reasonably be expected to have a Partnership Parent Material Adverse Effect, (bii) constitute a breach or violation of, or a default under any organization document of the Existing Partnership Agreement, Parent Entities or their respective Subsidiaries (including the Partnership Certificate Parent Charter and the limited liability company agreement of Limited Partnership, the Partnership GP LLC Agreement or the certificate of limited partnership of Partnership GPParent Opco), (ciii) materially contravene or conflict with or constitute a material violation of any provision of any Law binding upon or applicable to any Partnership Entity the Parent Entities or any of its their respective Subsidiaries or (div) result in the creation of any material Lien (other than a Permitted Lien) on any of the assets of the Partnership Parent Entities or any of their respective Subsidiaries’ assets.

No Violations or Defaults. Subject to required filings under federal and state securities laws and with the NASDAQNYSE, assuming the other consents and approvals contemplated by Section 5.6 4.6 and Article VIII are duly obtained and assuming the consents, waivers and approvals specified in Section 7.9(a7.7(a) are obtained, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by each Partnership Entity the Company do not and will not (a) constitute a breach or violation of, or result in a default (or an event that, with notice or lapse of time or both, would become a default) under, or result in the termination or in a right of termination termination, cancellation of or cancellation modification of, or accelerate the performance required byby or the loss of any benefit to which any of the Company or its Subsidiaries is entitled under, any note, bond, mortgage, indenture, deed of trust, license, franchise, lease, contract, agreementContract, joint venture venture, or other instrument or obligation to which any Partnership Entity the Company or any of its respective Subsidiaries is a party or by which any Partnership Entity the Company or any of its Subsidiaries or their respective properties is subject or bound except for such breaches, violations, defaults, terminations, cancellations or accelerations thatwhich, either individually or in the aggregate, would not reasonably be expected to have a Partnership Company Material Adverse Effect, (b) conflict with or constitute a breach or violation of, or a default under the Existing Partnership Agreement, the Partnership Certificate of Limited Partnership, the Partnership GP LLC Agreement Company Charter or Company Bylaws or the certificate similar organizational documents of limited partnership any of Partnership GPthe Company’s Subsidiaries, (c) materially contravene or conflict with or constitute a material violation of any provision of any Law binding upon or applicable to any Partnership Entity the Company or any of its Subsidiaries or (d) result in the creation of any material Lien on any of the assets of the Partnership Entities Company or any of their respective its Subsidiaries’ assets.

No Violations or Defaults. Subject to the declaration of effectiveness of the Registration Statement, required filings under federal and state securities laws and with the NASDAQNYSE, assuming the other consents and approvals contemplated by Section 5.6 5.2(f) and Article VIII VII are duly obtained and assuming the consents, waivers and approvals specified in Section 7.9(a6.11(a) are obtained, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by each Partnership Entity such party do not and will not (ai) constitute a breach or violation of, or result in a default (or an event that, with notice or lapse of time or both, would become a default) under, or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, any note, bond, mortgage, indenture, deed of trust, license, franchise, lease, contract, agreement, joint venture or other instrument or obligation to which any Partnership Entity it or any of its respective Subsidiaries is a party or by which any Partnership Entity it or any of its Subsidiaries or properties is subject or bound except for such breaches, violations, defaults, terminations, cancellations or accelerations thataccelerators which, either individually or in the aggregate, aggregate would not reasonably be expected to have a Partnership Material Adverse EffectEffect on such party, (bii) constitute a breach or violation of, or a default under under, in the case of Xxxxxx, the Xxxxxx Existing Partnership Agreement, the Partnership Xxxxxx Certificate of Limited Partnership, the Xxxxxx XX Existing LLC Agreement or the Xxxxxx XX Certificate of Formation, and in the case of Partners, the Partners Partnership Agreement, the Partners Certificate of Limited Partnership, the Partners GP LLC Agreement or the certificate Partners GP Certificate of limited partnership of Partnership GPFormation, (ciii) materially contravene or conflict with or constitute a material violation of any provision of any Law binding upon or applicable to any Partnership Entity it or any of its Subsidiaries or Subsidiaries, (div) result in the creation of any material Lien on any of the its assets of the Partnership Entities or any of their respective its Subsidiaries’ assets, or (v) cause the transactions contemplated by this Agreement to be subject to Takeover Laws.

No Violations or Defaults. Subject to the declaration of effectiveness of the Registration Statement, required filings under federal and state securities laws and with the NASDAQNYSE, assuming the other consents and approvals contemplated by Section 5.6 5.1(f) and Article VIII VII are duly obtained and assuming the consents, waivers and approvals specified in Section 7.9(a6.10(a) are obtained, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby Merger Transactions by each Partnership Entity the MLP Parties do not and will not (ai) except as could not reasonably be expected to have a Material Adverse Effect on MLP, (x) constitute a breach or violation of, or result in a default (or an event that, with notice or lapse of time or both, would become a default) under, or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, any note, bond, mortgage, indenture, deed of trust, license, franchise, lease, contract, agreement, joint venture or other instrument or obligation to which any Partnership Entity MLP Party or any of its respective Subsidiaries is a party or by which any Partnership Entity such MLP Party or any of its Subsidiaries or properties is subject or bound except for such breaches, violations, defaults, terminations, cancellations or accelerations that, either individually or in the aggregate, would not reasonably be expected to have a Partnership Material Adverse Effectbound, (by) constitute a breach or violation of, or a default under the Existing Partnership Agreement, the Partnership Certificate of Limited Partnership, the Partnership GP LLC Agreement or the certificate of limited partnership of Partnership GP, (c) materially contravene or conflict with or constitute a material violation of any provision of any Law binding upon or applicable to any Partnership Entity the MLP Parties or any of its Subsidiaries their respective Subsidiaries, or (dz) result in the creation of any material Lien on any of the assets of the Partnership Entities MLP Parties or any of their respective Subsidiaries’ assets, (ii) constitute a breach or violation of, or a default under, the MLP Partnership Agreement, the MLP Certificate of Limited Partnership, the MLP GP LLC Agreement or the MLP GP Certificate of Formation, or (iii) cause the Merger Transactions to be subject to Takeover Laws.

No Violations or Defaults. Subject to required filings under federal and state securities laws Laws and with the NASDAQ, assuming the other consents and approvals contemplated by Section 5.6 and Article VIII are duly obtained and obtained, assuming the consents, waivers and approvals specified in Section 7.9(a) are obtainedobtained and except as set forth in Section 5.5 of the Partnership Disclosure Letter, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby Transactions by each Partnership Entity do not and will not (a%4) constitute a breach or violation of, or result in a default (or an event that, with notice or lapse of time or both, would become a default) under, or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, any note, bond, mortgage, indenture, deed of trust, license, franchise, lease, contract, agreement, joint venture or other instrument or obligation to which any such Partnership Entity or any of its respective Subsidiaries is a party or by which any such Partnership Entity or any of its Subsidiaries or properties is subject or bound except for such breaches, violations, defaults, terminations, cancellations or accelerations thatwhich, either individually or in the aggregate, would not reasonably 41 be expected to have a Partnership Material Adverse Effect, (b%4) constitute a breach or violation of, or a default under any organizational document of the Partnership Entities or their respective Subsidiaries (including the Existing Partnership Agreement, Agreement and the Partnership Certificate of Limited Partnership, the Partnership GP LLC Agreement or the certificate of limited partnership of Partnership GP), (c%4) materially contravene or conflict with or constitute a material violation of any provision of any Law binding upon or applicable to any the Partnership Entity Entities or any of its their respective Subsidiaries or (d%4) result in the creation of any material Lien (except any Permitted Lien) on any of the assets of the Partnership Entities or any of their respective Subsidiaries’ assets.

No Violations or Defaults. Subject to required filings under federal and state securities laws Laws and with the NASDAQNYSE, assuming the other consents and approvals contemplated by Section 5.6 6.7 and Article VIII are duly obtained and assuming the consents, waivers and approvals specified in Section 7.9(a) are obtained, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby Transactions by each Partnership Entity the Parent Entities do not and will not (a%4) constitute a breach or violation of, or result in a default (or an event that, with notice or lapse of time or both, would become a default) under, or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, any note, bond, mortgage, indenture, deed of trust, license, franchise, lease, contract, agreement, joint venture or other instrument or obligation to which any Partnership such Parent Entity or any of its respective Subsidiaries is a party or by which any Partnership such Parent Entity or any of its Subsidiaries or properties is subject or bound except for such breaches, violations, defaults, terminations, cancellations or accelerations thatwhich, either individually or in the aggregate, would not reasonably be expected to have a Partnership Parent Material Adverse Effect, (b%4) constitute a breach or violation of, or a default under any organization document of the Existing Partnership Agreement, Parent Entities or their respective Subsidiaries (including the Partnership Certificate Parent Charter and the limited liability company agreement of Limited Partnership, the Partnership GP LLC Agreement or the certificate of limited partnership of Partnership GPParent Opco), (c%4) materially contravene or conflict with or constitute a material violation of any provision of any Law binding upon or applicable to any Partnership Entity the Parent Entities or any of its their respective Subsidiaries or (d%4) result in the creation of any material Lien (other than a Permitted Lien) on any of the assets of the Partnership Parent Entities or any of their respective Subsidiaries’ assets.

No Violations or Defaults. Subject to the declaration of effectiveness of the Registration Statement, required filings under federal and state securities laws and with the NASDAQNYSE, assuming the other consents and approvals contemplated by Section 5.6 5.2(f) and Article VIII VII are duly obtained and assuming the consents, waivers and approvals specified in Section 7.9(a6.10(a) are obtained, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by each Partnership Entity such party do not and will not (ai) constitute a breach or violation of, or result in a default (or an event that, with notice or lapse of time or both, would become a default) under, or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, any note, bond, mortgage, indenture, deed of trust, license, franchise, lease, contract, agreement, joint venture or other instrument or obligation to which any Partnership Entity it or any of its respective Subsidiaries is a party or by which any Partnership Entity it or any of its Subsidiaries or properties is subject or bound except for such breaches, violations, defaults, terminations, cancellations or accelerations accelerators that, either individually or in the aggregate, would not reasonably be expected to have a Partnership Material Adverse EffectEffect on such party, (bii) constitute a breach or violation of, or a default under under, in the case of OILT, the OILT Existing Partnership Agreement, the Partnership OILT Certificate of Limited Partnership, the OTLP GP Existing LLC Agreement or the OTLP GP Certificate of Formation, and in the case of Partners, the Partners Partnership Agreement, the Partners Certificate of Limited Partnership, the Partners GP LLC Agreement or the certificate Partners GP Certificate of limited partnership of Partnership GPFormation, (ciii) materially contravene or conflict with or constitute a material violation of any provision of any Law binding upon or applicable to any Partnership Entity it or any of its Subsidiaries or Subsidiaries, (div) result in the creation of any material Lien on any of the its assets of the Partnership Entities or any of their respective its Subsidiaries’ assets, or (v) cause the transactions contemplated by this Agreement to be subject to Takeover Laws.

No Violations or Defaults. Subject Except as set forth in Section 5.5 of the Company Disclosure Letter, subject to required filings under federal and state securities laws Laws and with the NASDAQ, assuming the other consents and approvals contemplated by Section 5.6 and Article VIII are duly obtained and assuming the consents, waivers and approvals specified in Section 7.9(a) are obtained, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by each Partnership Entity the Company do not and will not (a) constitute a breach or violation of, or result in a default (or an event that, with notice or lapse of time or both, would become a default) under, or result in the termination or in a right of termination termination, cancellation or cancellation modification of, or accelerate result in the acceleration of performance required byby or the loss of any benefit to which any of the Company or its Subsidiaries is entitled under, any note, bond, mortgage, indenture, deed of trust, license, franchise, lease, contract, agreement, joint venture venture, permit or other instrument or obligation to which any Partnership Entity the Company or any of its respective Subsidiaries is a party or by which any Partnership Entity the Company or any of its Subsidiaries or their respective properties is subject or bound except for such breaches, violations, defaults, terminations, cancellations or accelerations thatwhich, either individually or in the aggregate, would not reasonably be expected to have a Partnership Company Material Adverse Effect, (b) conflict with or constitute a breach or violation of, or a default under the Existing Partnership Agreement, the Partnership Certificate of Limited Partnership, the Partnership GP LLC Agreement Company Charter or Company Bylaws or the certificate similar organizational documents of limited partnership any of Partnership GPthe Company’s Subsidiaries, (c) materially contravene or conflict in any material respect with or constitute a material violation of any provision of any Law binding upon or applicable to any Partnership Entity the Company or any of its Subsidiaries or (d) result in the creation of any material Lien on any of the assets of the Partnership Entities Company or any of their respective its Subsidiaries’ assets.