Common use of Permits; Compliance with Applicable Law Clause in Contracts

Permits; Compliance with Applicable Law. As of the Applicable Closing Date, each member of the COP Sale-Related Group shall hold all licenses, franchises, registrations, permits, and authorizations (each, a “Permit”) necessary for the lawful conduct of the Empress System Business under and pursuant to all, and have complied with and are not in default under and/or in violation of any, applicable law, statute, Permit, order, rule or regulation of any Governmental Entity relating to any member of the COP Sale-Related Group or the Empress System Business (including the PTC Assets and Liabilities), as applicable, except in each case where the failure to hold such Permit or such noncompliance or default would not, individually or in the aggregate, have a COP Sale-Related Material Adverse Effect. To COP’s knowledge, the Empress System Business is not being nor has it been conducted in violation of any applicable law or any order, writ, injunction or decree of any Governmental Entity, except for any such violations which would not, individually or in the aggregate, have a COP Sale-Related Material Adverse Effect. No member of the COP Sale-Related Group has received any notice or other communication from any Governmental Entity asserting (i) any violation of law, statute, ordinance, order, rule or regulation or the terms of an agreement with any Governmental Entity, (ii) any violation of or failure to comply with any term or requirement of any Permit, or (iii) any revocation, withdrawal, suspension, cancellation, termination or modification of any Permit, except for violations, failures to comply, revocations, withdrawals, suspensions, cancellations, terminations or modifications which would not in the aggregate reasonably be expected to have a COP Sale-Related Material Adverse Effect. No notice of any pending investigation or violation of, noncompliance with or alleged liability under, any law, statute, ordinance, order, rule, regulation or Permit has been received by any member of the COP Sale-Related Group which would, individually or in the aggregate, reasonably be expected to have a COP Sale-Related Material Adverse Effect.

Permits; Compliance with Applicable Law. As Except with respect to Permits required under Environmental Laws, which are addressed in Section 4.11, Schedule 4.9 of the Applicable Closing DateCompany Disclosure Schedules contains a true, correct and complete list of all material Permits that are held by the Company and its Subsidiaries or that are otherwise required to permit the Company and its Subsidiaries to conduct their business. The Company and each member of its Subsidiaries holds and currently is (and during the COP Sale-Related Group shall hold last four years has been) in compliance in all licensesmaterial respects with, franchises, registrations, permits, and authorizations (each, a “Permit”) all Permits necessary for the lawful conduct of their respective non-business activities, in the Empress System Business under case of the Representative Office, or businesses, in the case of the Company and pursuant to alleach of its other Subsidiaries, as presently conducted, and all such Permits are (and during the last four years have complied with been) in full force and are not in default under and/or in violation of any, applicable law, statute, Permit, order, rule or regulation of any Governmental Entity relating to any member effect. To the Knowledge of the COP Sale-Related Group or Company, there are no grounds for the Empress System Business (including the PTC Assets and Liabilities), as applicable, except in each case where the failure to hold such Permit or such noncompliance or default would not, individually or in the aggregate, have a COP Sale-Related Material Adverse Effect. To COP’s knowledge, the Empress System Business is not being nor has it been conducted in violation of any applicable law or any order, writ, injunction or decree of any Governmental Entity, except for any such violations which would not, individually or in the aggregate, have a COP Sale-Related Material Adverse Effect. No member of the COP Sale-Related Group has received any notice or other communication from any Governmental Entity asserting (i) any violation of law, statute, ordinance, order, rule or regulation or the terms of an agreement with any Governmental Entity, (ii) any violation of or failure to comply with any term or requirement of any Permit, or (iii) any revocation, withdrawal, suspension, cancellation, variation, revocation, termination or non‑renewal of any material Permit by any Governmental Entity. The direct or indirect change of control of the Company or any of its Subsidiaries as a consequence of the transactions contemplated by this Agreement will not result in the suspension, cancellation, variation, revocation, termination or non-renewal of any Permit or give rise to a right to suspend, cancel, vary, revoke, terminate or not renew any Permit. During the past four years, neither the Company nor any of its Subsidiaries has received written notice relating to the revocation or modification of any Permits or alleging that it is not in material compliance with, or has any material liability under any Permits. No Proceeding is pending or, to the Knowledge of the Company, threatened to revoke or limit any Permit, except nor has any such Proceeding been pending at any time during the past four years. Neither the Company nor any of its Subsidiaries or, to the Knowledge of the Company, its or their directors or officers (solely in their capacities as such) are currently, nor have any such Persons been at any time during the past four years, subject to any Orders. The Company and its Subsidiaries are, and for violationsthe past four years have been, failures in compliance in all material respects with all Applicable Laws. As of the date of this Agreement neither the Company nor its Subsidiaries have received any written communication during the two years prior to comply, revocations, withdrawals, suspensions, cancellations, terminations the date of this Agreement from a Governmental Entity that alleges that the Company or modifications which would its Subsidiaries are not in the aggregate reasonably be expected to have a COP Sale-Related Material Adverse Effect. No notice of compliance in any pending investigation material respect with any Applicable Laws that has not heretofore been cured or violation of, noncompliance with or alleged liability under, for which there is any law, statute, ordinance, order, rule, regulation or Permit has been received by any member of the COP Sale-Related Group which would, individually or in the aggregate, reasonably be expected to have a COP Sale-Related Material Adverse Effectremaining material liability.

Permits; Compliance with Applicable Law. As of the Applicable Closing Date, each member of the COP Sale-Related Group PGC Subsidiaries shall hold all licenses, franchises, registrations, permits, permits and authorizations (each, a “Permit”"PERMIT") necessary for the lawful conduct of the Empress System Business their respective businesses under and pursuant to all, and have complied with and are not in default under and/or in violation of any, applicable law, statute, Permit, order, rule or regulation of any Governmental Entity relating to any member of the COP Sale-Related Group or the Empress System Business (including the PTC Assets and Liabilities), as applicablePGC Subsidiaries, except in each case where the failure to hold such Permit or such noncompliance or default would not, individually or in the aggregate, have a COP Sale-Related Material Adverse EffectEffect on the PGC Subsidiaries. To COP’s Phillips' knowledge, the Empress System Business business of the PGC Subsidiaries is not being nor has it beinx xxx xxs not been conducted in violation of any applicable law or any order, writ, injunction or decree of any Governmental Entity, except for any such violations which would not, individually or in the aggregate, have a COP Sale-Related Material Adverse EffectEffect on the PGC Subsidiaries. No member None of the COP Sale-Related Group PGC Subsidiaries has received any notice or other communication from any Governmental Entity asserting (i) any violation of law, statute, ordinance, order, rule or regulation or the terms of an agreement with any Governmental Entityregulation, (ii) any violation of or failure to comply with any term or requirement of any Permit, or (iii) any revocation, withdrawal, suspension, cancellation, termination or modification of any Permit, except for violations, failures to comply, revocations, withdrawals, suspensions, cancellations, terminations or modifications which would not in the aggregate reasonably be expected to have a COP Sale-Related Material Adverse EffectEffect on the PGC Subsidiaries. No notice of any pending investigation or violation of, noncompliance with or alleged liability under, any law, statute, ordinance, order, rule, regulation or Permit has been received by any member of the COP Sale-Related Group PGC Subsidiaries which would, individually or in the aggregate, reasonably be expected to have a COP Sale-Related Material Adverse EffectEffect on the PGC Subsidiaries.

Permits; Compliance with Applicable Law. As of the Applicable Closing Date, each member of the COP Sale-Related Group DEFS Subsidiaries shall hold all licenses, franchises, registrations, permits, and authorizations (each, a “Permit”) Permits necessary for the lawful conduct of the Empress System Business their respective businesses under and pursuant to all, and have complied with and are not in default under and/or in violation of any, applicable law, statute, Permit, order, rule or regulation of any Governmental Entity relating to any member of the COP Sale-Related Group or the Empress System Business (including the PTC Assets and Liabilities), as applicableDEFS Subsidiaries, except in each case where the failure to hold such Permit or such noncompliance or default would not, individually or in the aggregate, have a COP Sale-Related Material Adverse EffectEffect on DEFS. To COP’s Duke's knowledge, the Empress System Business business of the DEFS Subsidiaries is not being nor and has it not been conducted in violation of any applicable law or any order, writ, injunction or decree of any Governmental Entity, except for any such violations which would not, individually or in the aggregate, have a COP Sale-Related Material Adverse EffectEffect on DEFS. No member None of the COP Sale-Related Group DEFS Subsidiaries has received any notice or other communication from any Governmental Entity asserting (i) any violation of law, statute, ordinance, order, rule or regulation or the terms of an agreement with any Governmental Entityregulation, (ii) any violation of or failure to comply with any term or requirement of any Permit, or (iii) any revocation, withdrawal, suspension, cancellation, termination or modification of any Permit, except for violations, failures to comply, revocations, withdrawals, suspensions, cancellations, terminations or modifications which would not in the aggregate reasonably be expected to have a COP Sale-Related Material Adverse EffectEffect on DEFS. No notice of any pending investigation or violation of, noncompliance non-compliance with or alleged liability under, any law, statute, ordinance, order, rule, regulation or Permit has been received by any member of the COP Sale-Related Group DEFS Subsidiaries which would, individually or in the aggregate, reasonably be expected to have a COP Sale-Related Material Adverse EffectEffect on DEFS.