Common use of No Conflicts or Violations; No Consents or Approvals Required Clause in Contracts

No Conflicts or Violations; No Consents or Approvals Required. (i) The execution and delivery by SU of this Agreement does not and will not, and the consummation of the Transactions will not, result in a breach or constitute a default under (or, in the case of clause (ii) below, give any party to a Contract referred to in such clause, other than SU or its successors, the right to cancel or terminate or modify in any material respect the rights or obligations of the parties under) (i) the organizational documents of SU, (ii) any Contract to which SU is a party or is bound or (iii) any Order to which SU is subject or any Law applicable to SU, except for, in the case of clauses (ii) and (iii) above, any such breach, violation or default that would not reasonably be expected to have an SU Material Adverse Effect. (ii) Other than the filings, reports and notices and the consents, registrations, approvals, permits and authorizations referred to in Section 5.03(b) or Section 7.06 of the SDTS-SU-Oncor Merger Agreement (or the disclosure schedules attached to such agreement), no filings, reports or notices are required to be made by SU with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by SU from, any Governmental Entity in connection with the execution, delivery and performance by SU of this Agreement or the consummation of the Transactions, except for any of the foregoing which, if not made or obtained, would not have an SU Material Adverse Effect.

No Conflicts or Violations; No Consents or Approvals Required. (i) The execution execution, delivery and delivery performance by SU the Sellers of this Agreement and the Seller Ancillary Documents to which they are a party does not and will not, and the consummation of the Transactions transactions contemplated hereby and thereby will not, (a) violate, conflict with, or result in any breach of any provision of the Sellers’ respective certificates of formation, limited liability company agreement, limited partnership agreement or similar governing documents, (b) violate any Order or in any material respect any Applicable Law to which the Sellers are subject or to which any Transferred Asset is subject, (c) except as listed in Schedule 4.3, result in a breach or of, constitute a default under (orunder, result in the case of clause (ii) belowacceleration of, give create in any party to a Contract referred to in such clause, other than SU or its successors, the right to cancel accelerate, terminate, modify, or terminate cancel, or modify in require any material respect the notice or trigger any rights to payment or obligations of the parties under) (i) the organizational documents of SU, (ii) other compensation under any Contract to which SU is the Sellers are a party or is by which they are bound that relates to the Transferred Assets, or that could prevent or materially delay the consummation of the transactions contemplated by this Agreement and the Ancillary Documents, or (iiid) any Order to which SU is subject or any Law applicable to SU, except for, result in the case creation of clauses any Encumbrances (iiother than Permitted Encumbrances) and (iii) above, on any such breach, violation or default that would not reasonably be expected to have an SU Material Adverse Effect. (ii) Transferred Asset. Other than the filings, reports and notices and the consents, registrations, approvals, permits and authorizations referred to as set forth in Section 5.03(b) or Section 7.06 of the SDTS-SU-Oncor Merger Agreement (or the disclosure schedules attached to such agreementSchedule 3.2(j), no filings, reports or notices Consents are required to be made by SU with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by SU from, any Governmental Entity in connection with the execution, delivery and performance by SU the Sellers of this Agreement and the Seller Ancillary Documents or the consummation of the Transactions, except for any of the foregoing which, if not made transactions contemplated hereby or obtained, would not have an SU Material Adverse Effectthereby.

No Conflicts or Violations; No Consents or Approvals Required. (ia) The execution execution, delivery and delivery performance by SU each Seller of this Agreement and the other Seller Ancillary Documents to which it is a party does not and will not, and the consummation of the Transactions transactions contemplated hereby and thereby will not, (i) violate, conflict with, or result in a any breach of any provision of Seller’s organizational documents or constitute a default under (or, in the case of clause (ii) belowsubject to obtaining the Consents or making the registrations, give any party to a Contract referred to declarations or filings set forth in such clausethe next sentence, other than SU or its successors, the right to cancel or terminate or modify violate in any material respect the rights any applicable Law or obligations material contract binding upon such Seller. No Consent of the parties under) (i) the organizational documents of SU, (ii) any Contract to which SU is a party or is bound or (iii) any Order to which SU is subject or any Law applicable to SU, except for, in the case of clauses (ii) and (iii) above, any such breach, violation or default that would not reasonably be expected to have an SU Material Adverse Effect. (ii) Other than the filings, reports and notices and the consents, registrations, approvals, permits and authorizations referred to in Section 5.03(b) or Section 7.06 of the SDTS-SU-Oncor Merger Agreement (or the disclosure schedules attached to such agreement), no filings, reports or notices are required to be made by SU with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by SU from, any Governmental Entity or any other person is required for either Seller in connection with the execution, delivery and performance by SU of this Agreement and the Seller Ancillary Documents to which each Seller is a party or the consummation of the Transactions, except for any transactions contemplated hereby or thereby. (b) The consummation of the foregoing whichtransactions contemplated by this Agreement and the other Seller Ancillary Documents will not, if not made (i) violate, conflict with, or obtainedresult in any breach of any provision of either Company’s organizational documents or (ii) subject to obtaining the Consents or making the registrations, would not have an SU Material Adverse Effectdeclarations or filings set forth in the next sentence, violate in any material respect any applicable Law or material contract binding upon either Company. No Consent of any Governmental Entity or any other person is required for either Company in connection with the performance of this Agreement and the Seller Ancillary Documents or the consummation of the transactions contemplated hereby or thereby.

No Conflicts or Violations; No Consents or Approvals Required. (ia) The execution execution, delivery and delivery performance by SU Seller of this Agreement and the other Seller Ancillary Documents does not and will not, and the consummation of the Transactions transactions contemplated hereby and thereby will not, (i) violate, conflict with, or result in a any breach of any provision of Seller's organizational documents or constitute a default under (or, in the case of clause (ii) belowsubject to obtaining the Consents or making the registrations, give any party to a Contract referred to declarations or filings set forth in such clausethe last sentence of this Section (a), other than SU or its successors, the right to cancel or terminate or modify violate in any material respect the rights any Applicable Law or obligations of the parties under) (i) the organizational documents of SU, (ii) any material Contract to which SU is a party or is bound or (iii) any Order to which SU is subject or any Law applicable to SU, except for, in the case of clauses (ii) and (iii) above, any such breach, violation or default that would not reasonably be expected to have an SU Material Adverse Effect. (ii) Other than the filings, reports and notices and the consents, registrations, approvals, permits and authorizations referred to in Section 5.03(b) or Section 7.06 of the SDTS-SU-Oncor Merger Agreement (or the disclosure schedules attached to such agreementbinding upon Seller. Except as set forth on Schedule 4.4(a), no filings, reports or notices are required to be made by SU with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by SU from, Consent of any Governmental Entity Authority or any other person is required for Seller in connection with the Seller's execution, delivery and or performance by SU of this Agreement or the Seller Ancillary Documents or consummation of the Transactions, except for any transactions contemplated hereby or thereby. (b) The consummation of the foregoing whichtransactions contemplated by this Agreement and the other Seller Ancillary Documents will not, if not made (i) violate, conflict with, or obtainedresult in any breach of any provision of the Company's organizational documents or (ii) subject to obtaining the Consents or making the registrations, would not have an SU Material Adverse Effectdeclarations or filings set forth in the next sentence, violate in any material respect any Applicable Law or material contract binding upon the Company. Except as set forth on Schedule 4.4(b), no Consent of any Governmental Authority or any other person is required for the Company in connection with the performance of this Agreement and the Seller Ancillary Documents or the consummation of the transactions contemplated hereby or thereby.

No Conflicts or Violations; No Consents or Approvals Required. (ia) The execution execution, delivery and delivery performance by SU Seller of this Agreement and the other Seller Ancillary Documents does not and will not, and the consummation of the Transactions transactions contemplated hereby and thereby will not, (i) violate, conflict with, or result in a any breach of any provision of Seller’s organizational documents or constitute a default under (or, in the case of clause (ii) belowsubject to obtaining the Consents or making the registrations, give any party to a Contract referred to declarations or filings set forth in such clausethe next sentence, other than SU or its successors, the right to cancel or terminate or modify violate in any material respect the rights any Applicable Law or obligations of the parties under) (i) the organizational documents of SU, (ii) any material Contract to which SU is a party or is bound or (iii) any Order to which SU is subject or any Law applicable to SU, except for, in the case of clauses (ii) and (iii) above, any binding upon such breach, violation or default that would not reasonably be expected to have an SU Material Adverse Effect. (ii) Other than the filings, reports and notices and the consents, registrations, approvals, permits and authorizations referred to in Section 5.03(b) or Section 7.06 of the SDTS-SU-Oncor Merger Agreement (or the disclosure schedules attached to such agreementSeller. Except as set forth on Schedule 4.4(a), no filings, reports or notices are required to be made by SU with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by SU from, Consent of any Governmental Entity Authority or any other person is required for Seller in connection with the Seller’s execution, delivery and or performance by SU of this Agreement or the Seller Ancillary Documents or consummation of the Transactions, except for any transactions contemplated hereby or thereby. (b) The consummation of the foregoing whichtransactions contemplated by this Agreement and the other Seller Ancillary Documents will not, if not made (i) violate, conflict with, or obtainedresult in any breach of any provision of the Company’s organizational documents or (ii) subject to obtaining the Consents or making the registrations, would not have an SU Material Adverse Effectdeclarations or filings set forth in the next sentence, violate in any material respect any Applicable Law or material contract binding upon the Company. Except as set forth on Schedule 4.4(b), no Consent of any Governmental Authority or any other person is required for the Company in connection with the performance of this Agreement and the Seller Ancillary Documents or the consummation of the transactions contemplated hereby or thereby.

No Conflicts or Violations; No Consents or Approvals Required. (ia) The execution execution, delivery and delivery performance by SU Seller of this Agreement and the other Seller Ancillary Documents does not and will not, and the consummation of the Transactions transactions contemplated hereby and thereby will not, (i) violate, conflict with, or result in a any breach of any provision of Seller’s organizational documents or constitute a default under (or, in the case of clause (ii) belowsubject to obtaining the Consents or making the registrations, give any party to a Contract referred to declarations or filings set forth in such clausethe next sentence, other than SU or its successors, the right to cancel or terminate or modify violate in any material respect the rights any Applicable Law or obligations of the parties under) (i) the organizational documents of SU, (ii) any material Contract to which SU is a party or is bound or (iii) any Order to which SU is subject or any Law applicable to SU, except for, in the case of clauses (ii) and (iii) above, any binding upon such breach, violation or default that would not reasonably be expected to have an SU Material Adverse Effect. (ii) Other than the filings, reports and notices and the consents, registrations, approvals, permits and authorizations referred to in Section 5.03(b) or Section 7.06 of the SDTS-SU-Oncor Merger Agreement (or the disclosure schedules attached to such agreementSeller. Except as set forth on Schedule 4.4(a), no filings, reports or notices are required to be made by SU with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by SU from, Consent of any Governmental Entity Authority or any other person is required for Seller in connection with the Seller’s execution, delivery and or performance by SU of this Agreement or the Seller Ancillary Documents or consummation of the Transactions, except for any transactions contemplated hereby or thereby. (b) The consummation of the foregoing whichtransactions contemplated by this Agreement and the other Seller Ancillary Documents will not, (i) violate, if not made conflict with, or obtainedresult in any breach of any provision of the Company’s organizational documents or (ii) subject to obtaining the Consents or making the registrations, would not have an SU Material Adverse Effectdeclarations or filings set forth in the next sentence, violate in any material respect any Applicable Law or material contract binding upon the Company. Except as set forth on Schedule 4.4(b), no Consent of any Governmental Authority or any other person is required for the Company in connection with the performance of this Agreement and the Seller Ancillary Documents or the consummation of the transactions contemplated hereby or thereby.

No Conflicts or Violations; No Consents or Approvals Required. (i) The execution execution, delivery and delivery performance by SU each of the Contributors of this Agreement and the Contributor Ancillary Documents to which such Contributor is a party does not and will not, and the consummation of the Transactions transactions contemplated hereby and thereby will not, (a) violate, conflict with, or result in any breach of any provisions of such Contributor’s Organizational Documents, (b) violate any Order or in any material respect any Applicable Law to which such Contributor is subject or to which any Transferred Asset is subject, (c) except as listed in Schedule 4.3, result in a breach or of, constitute a default under (orunder, result in the case of clause (ii) belowacceleration of, give create in any party to a Contract referred to in such clause, other than SU or its successors, the right to cancel accelerate, terminate, modify, or terminate cancel, or modify in require any material respect the notice or trigger any rights to payment or obligations of the parties under) (i) the organizational documents of SU, (ii) other compensation under any Contract to which SU such Contributor is a party or by which such Contributor is bound that relates to the Transferred Assets, or that could prevent or materially delay the consummation of the transactions contemplated by this Agreement and the Transaction Documents, or (iiid) any Order to which SU is subject or any Law applicable to SU, except for, result in the case creation of clauses any Encumbrances (iiother than Permitted Encumbrances) and (iii) above, on any such breach, violation or default that would not reasonably be expected to have an SU Material Adverse Effect. (ii) Transferred Asset. Other than the filings, reports and notices and the consents, registrations, approvals, permits and authorizations referred to as set forth in Section 5.03(b) or Section 7.06 of the SDTS-SU-Oncor Merger Agreement (or the disclosure schedules attached to such agreementSchedule 3.2(f), no filings, reports or notices Consents are required to be made by SU with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by SU from, any Governmental Entity in connection with the execution, delivery and performance by SU the Contributors of this Agreement and the Contributor Ancillary Documents, or the consummation of the Transactions, except for any of the foregoing which, if not made transactions contemplated hereby or obtained, would not have an SU Material Adverse Effectthereby.

No Conflicts or Violations; No Consents or Approvals Required. (ia) The execution and delivery by SU Seller of this Agreement does not do not, the execution and delivery by Seller of each Ancillary Agreement to which it is, or is specified to be, a party will not, and the consummation of the Transactions transactions contemplated to be consummated by it by this Agreement and such Ancillary Agreements will not, conflict with or result in a any breach of or constitute a default under under, or result in the creation of any Lien (orother than Permitted Liens or Liens caused by Purchaser) upon any of the Transferred Assets under, any provision of (i) its certificate of incorporation or by-laws, (ii) any material Contract to which Seller is a party or by which any of the Transferred Assets is bound, or (iii) any material Judgment or applicable Law applicable to Seller or any of the Transferred Assets, other than, in the case of clause (ii) below, give any party to a Contract referred to in such clause, other than SU or its successors, the right to cancel or terminate or modify in any material respect the rights or obligations of the parties under) (i) the organizational documents of SU, (ii) any Contract to which SU is a party or is bound or (iii) any Order to which SU is subject or any Law applicable to SU, except for, in the case of clauses (ii) and (iii) aboveabove only, any such breach, violation or default items that would not reasonably be expected to have an SU Material Adverse Effectmaterially and adversely affect the Business or the Transferred Assets, taken as a whole. (iib) Other than the filingsNo consent, reports and notices and the consentsapproval or authorization of, registrationsor registration, approvals, permits and authorizations referred to in Section 5.03(b) declaration or Section 7.06 of the SDTS-SU-Oncor Merger Agreement (or the disclosure schedules attached to such agreement), no filings, reports or notices are required to be made by SU filing with, nor are any consents, registrations, approvals, permits or authorizations Governmental Entity is required to be obtained or made by SU from, any Governmental Entity or with respect to Seller in connection with the execution, delivery and performance by SU of this Agreement or the consummation of the TransactionsAcquisition, except for other than (i) compliance with and filings under the HSR Act and any other applicable Law relating to competition where clearance is required prior to the Closing and (ii) those that may be required solely by reason of Purchaser’s (as opposed to any other third party’s) participation in the foregoing which, if not made or obtained, would not have an SU Material Adverse EffectAcquisition and the other transactions contemplated hereby and by the Ancillary Agreements.