Common use of Qualification, Organization, Subsidiaries, etc Clause in Contracts

Qualification, Organization, Subsidiaries, etc. (a) Each of the Company and its Significant Subsidiaries is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization. Each of the Company and its Significant Subsidiaries has all requisite corporate, partnership or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power or authority would not, individually or in the aggregate, have or be reasonably expected to have a Company Material Adverse Effect as defined below. (b) Each of the Company and its Significant Subsidiaries is qualified to do business and is in good standing as a foreign corporation (or other legal entity) in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, have or be reasonably expected to have a Company Material Adverse Effect. The Company has made available to Parent complete and correct copies of the organizational or governing documents of the Company and each of its Significant Subsidiaries, each as amended to date, and each as so made available is in full force and effect. Neither the Company nor any Significant Subsidiary is in violation of its organizational or governing documents. (c) As used in this Agreement, any reference to any fact, circumstance, event, change, effect or occurrence having a “Company Material Adverse Effect” means any fact, circumstance, event, change, effect or occurrence that, individually or in the aggregate with all other facts, circumstances, events, changes, effects, or occurrences, (i) has or is reasonably expected to have a material adverse effect on or with respect to the business, results of operation or financial condition of the Company and its Subsidiaries taken as a whole, or (ii) that prevents or materially delays or materially impairs the ability of the Company to consummate the Merger; provided, however, that, a Company Material Adverse Effect shall not include facts, circumstances, events, changes, effects or occurrences (A) in or affecting economic conditions generally or the financial or securities markets in the United States or elsewhere in the world, (B) in or affecting the industries in which the Company or its Subsidiaries operate generally or in any specific jurisdiction or geographical area in the United States or elsewhere in the world or (C) resulting from or arising out of (1) the announcement or the existence of, or compliance with, or taking any action required or permitted by, this Agreement or the transactions contemplated hereby, (2) any taking of any action at the request of Parent or Merger Sub, (3) any litigation arising from allegations of a breach of fiduciary duty or other violation of applicable Law relating to this Agreement or the transactions contemplated hereby, (4) any adoption, implementation, promulgation, repeal, modification, reinterpretation or proposal of any rule, regulation, ordinance, order, protocol or any other applicable law of or by any national, regional, state or local Governmental Entity in the United States or elsewhere in the world, (5) any changes in GAAP or accounting standards or interpretations thereof, (6) any weather-related or other force majeure event or outbreak or escalation of hostilities or acts of war or terrorism, or (7) any changes in the share price or trading volume of the Shares, in the Company’s credit rating or in any analyst’s recommendations with respect to the Company, or the failure of the Company to meet projections or forecasts (including any analyst’s projections) (except that the underlying causes of such change referenced in this clause 4.1(c)(ii)(C)(7) can, unless excluded by another clause of this proviso, be considered for purposes of determining whether a Company Material Adverse Effect has occurred).

Qualification, Organization, Subsidiaries, etc. (a) Each of the Company and its Significant Subsidiaries is a legal entity duly organizedorganized or formed, validly existing and in good standing under the Laws of its respective jurisdiction of organization. Each of the Company organization or formation and its Significant Subsidiaries has all requisite corporate, partnership corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power or authority would notnot have, individually or in the aggregate, have or be reasonably expected to have a Company Material Adverse Effect as defined below. (b) Effect. Each of the Company and its Significant Subsidiaries is qualified to do business and is in good standing as a foreign corporation (or other legal entity) entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would notnot have, individually or in the aggregate, have or be reasonably expected to have a Company Material Adverse Effect. The Company has made available to Parent complete and correct copies of the organizational or governing documents of the Company and each of its Significant Subsidiaries, each as amended to date, and each as so made available is in full force and effect. Neither the Company nor any Significant Subsidiary is in violation of its organizational or governing documents. (cb) As used in this Agreement, any reference to any fact, circumstance, event, change, effect or occurrence having a “Company Material Adverse Effect” means any fact, circumstance, an event, change, effect effect, development or occurrence thatthat has had, individually or in the aggregate with all other facts, circumstances, events, changes, effects, or occurrences, (i) has or is reasonably expected likely to have have, a material adverse effect on or with respect to the business, financial condition or continuing results of operation or financial condition operations of the Company and its Subsidiaries Subsidiaries, taken as a whole, other than any event, change, effect, development or occurrence: (i) disclosed in the Company SEC Documents filed or furnished prior to the date of this Agreement (excluding any disclosure set forth in any risk factor section, or in any section relating to forward-looking statements) or as disclosed in the Company Disclosure Schedule, (ii) that prevents or materially delays or materially impairs the ability of the Company to consummate the Merger; provided, however, that, a Company Material Adverse Effect shall not include facts, circumstances, events, changes, effects or occurrences (A) in or generally affecting economic conditions generally or the economy, the financial or securities markets markets, or political, legislative or regulatory conditions, in each case in the United States or elsewhere in the world, (B) so long as such event, change, effect, development or occurrence does not disproportionately affect the Company and its Subsidiaries, taken as a whole, relative to other similarly situated companies in or affecting the industries in which the Company or and its Subsidiaries operate generally or in any specific jurisdiction or geographical area in the United States or elsewhere in the world operate, or (Ciii) resulting from or arising out of (1A) any changes or developments in the industries in which the Company or any of its Subsidiaries conducts its business, (B) any changes or developments in prices for oil, natural gas or other commodities or for the Company’s raw material inputs and end products, (C) the announcement or the existence of, compliance with or compliance with, or taking any action required or permitted byperformance under, this Agreement or the transactions contemplated herebyhereby (including the impact thereof on the relationships, contractual or otherwise, of the Company or any of its Subsidiaries with employees, labor unions, customers, suppliers or partners, and including any lawsuit, action or other proceeding with respect to the Merger or any of the other transactions contemplated by this Agreement), (2D) any taking of any action at the request of Parent or Merger Sub, (3) any litigation arising from allegations of a breach of fiduciary duty or other violation of applicable Law relating to this Agreement or the transactions contemplated hereby, (4E) any adoption, implementation, promulgation, repeal, modification, reinterpretation or proposal of any rule, regulation, ordinance, order, protocol or any other applicable law Law of or by any national, regional, state or local Governmental Entity in the United States Entity, or elsewhere in the worldmarket administrator, (5F) any changes in GAAP or accounting standards or interpretations thereof, (6G) earthquakes, any weather-related or other force majeure event or natural disasters or outbreak or escalation of hostilities or acts of war or terrorism, (H) any failure by the Company to meet any financial projections or forecasts or estimates of revenues, earnings or other financial metrics for any period (provided that the exception in this clause (H) shall not prevent or otherwise affect a determination that any event, change, effect, development or occurrence underlying such failure has resulted in, or contributed to, a Company Material Adverse Effect so long as it is not otherwise excluded by this definition), or (7I) any changes in the share price or trading volume of the Shares, Shares or in the Company’s credit rating or in any analyst’s recommendations with respect to the Company, or the failure of the Company to meet projections or forecasts (including any analyst’s projections) (except provided that the underlying causes of such change referenced exception in this clause 4.1(c)(ii)(C)(7(I) canshall not prevent or otherwise affect a determination that any event, unless excluded by another clause of this provisochange, be considered for purposes of determining whether effect, development or occurrence underlying such change has resulted in, or contributed to, a Company Material Adverse Effect has occurredso long as it is not otherwise excluded by this definition); except, in each case with respect to subclauses (A)-(B) and (E)-(G) of this clause (iii), to the extent disproportionately affecting the Company and its Subsidiaries, taken as a whole, relative to other similarly situated companies in the industries in which the Company and its Subsidiaries operate.

Qualification, Organization, Subsidiaries, etc. (a) Each of the Company Parent, ETP and its Significant Subsidiaries is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization. Each of the Company organization and its Significant Subsidiaries has all requisite corporate, partnership corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power or authority would notnot have, individually or in the aggregate, have or be reasonably expected to have a Company an ETP Material Adverse Effect as defined below. (b) Effect. Each of the Company ETP Parties and its Significant their Subsidiaries is qualified to do business and is in good standing as a foreign corporation (or other legal entity) entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would notnot have, individually or in the aggregate, have or be reasonably expected to have a Company an ETP Material Adverse Effect. The Company has made available to Parent complete and correct copies of the organizational or governing documents of the Company and each of its Significant Subsidiaries, each as amended to date, and each as so made available is in full force and effect. Neither the Company nor any Significant Subsidiary is in violation of its organizational or governing documents. (cb) As used in this Agreement, any reference to any fact, circumstance, event, change, effect or occurrence having a “Company ETP Material Adverse Effect” means any fact, circumstance, an event, change, effect effect, development or occurrence thatthat has had, individually or in the aggregate with all other facts, circumstances, events, changes, effects, or occurrences, (i) has or is reasonably expected likely to have have, a material adverse effect on or with respect to the business, financial condition or continuing results of operation or financial condition operations of the Company ETP and its Subsidiaries Subsidiaries, taken as a whole, other than any event, change, effect, development or occurrence: (i) disclosed in the ETP SEC Documents filed or furnished prior to the date of this Agreement (excluding any disclosure set forth in any risk factor section, or in any section relating to forward-looking statements) or as disclosed in the ETP Disclosure Schedule, (ii) that prevents or materially delays or materially impairs the ability of the Company to consummate the Merger; provided, however, that, a Company Material Adverse Effect shall not include facts, circumstances, events, changes, effects or occurrences (A) in or generally affecting economic conditions generally or the economy, the financial or securities markets markets, or political, legislative or regulatory conditions, in each case in the United States or elsewhere in the world, (B) so long as such event, change, effect, development or occurrence does not disproportionately affect ETP and its Subsidiaries, taken as a whole, relative to other similarly situated companies in or affecting the industries in which the Company or ETP and its Subsidiaries operate generally or in any specific jurisdiction or geographical area in the United States or elsewhere in the world operate, or (Ciii) resulting from or arising out of (1A) any changes or developments in the industries in which ETP or any of its Subsidiaries conducts its business, (B) any changes or developments in prices for oil, natural gas or other commodities or for ETP’s raw material inputs and end products, (C) the announcement or the existence of, compliance with or compliance with, or taking any action required or permitted byperformance under, this Agreement or the transactions contemplated herebyhereby (including the impact thereof on the relationships, contractual or otherwise, of ETP or any of its Subsidiaries with employees, labor unions, customers, suppliers or partners, and including any lawsuit, action or other proceeding with respect to the Merger or any of the other transactions contemplated by this Agreement), (2D) any taking of any action at the request of Parent or Merger Subthe Company, (3) any litigation arising from allegations of a breach of fiduciary duty or other violation of applicable Law relating to this Agreement or the transactions contemplated hereby, (4E) any adoption, implementation, promulgation, repeal, modification, reinterpretation or proposal of any rule, regulation, ordinance, order, protocol or any other applicable law Law of or by any national, regional, state or local Governmental Entity in the United States Entity, or elsewhere in the worldmarket administrator, (5F) any changes in GAAP or accounting standards or interpretations thereof, (6G) earthquakes, any weather-related or other force majeure event or natural disasters or outbreak or escalation of hostilities or acts of war or terrorism, (H) any failure by ETP to meet any financial projections or forecasts or estimates of revenues, earnings or other financial metrics for any period (provided that the exception in this clause (H) shall not prevent or otherwise affect a determination that any event, change, effect, development or occurrence underlying such failure has resulted in, or contributed to, an ETP Material Adverse Effect so long as it is not otherwise excluded by this definition) or (7I) any changes in the share price or trading volume of the Shares, Common Units or in the CompanyETP’s credit rating (provided that the exception in this clause (I) shall not prevent or otherwise affect a determination that any event, change, effect, development or occurrence underlying such change has resulted in, or contributed to, an ETP Material Adverse Effect so long as it is not otherwise excluded by this definition); except, in any analyst’s recommendations each case with respect to the Company, or the failure subclauses (A)-(B) and (E)-(G) of the Company to meet projections or forecasts (including any analyst’s projections) (except that the underlying causes of such change referenced in this clause 4.1(c)(ii)(C)(7) can(iii), unless excluded by another clause of this provisoto the extent disproportionately affecting ETP and its Subsidiaries, be considered for purposes of determining whether taken as a Company Material Adverse Effect has occurred)whole, relative to other similarly situated companies in the industries in which ETP and its Subsidiaries operate.

Qualification, Organization, Subsidiaries, etc. (a) Each of the Company and its Significant Subsidiaries is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization. Each of the Company organization and its Significant Subsidiaries has all requisite corporate, partnership corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power or authority would notnot have, individually or in the aggregate, have or be reasonably expected to have a Company Material Adverse Effect as defined below. (b) Effect. Each of the Company and its Significant Subsidiaries is qualified to do business and is in good standing as a foreign corporation (or other legal entity) entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would notnot have, individually or in the aggregate, have or be reasonably expected to have a Company Material Adverse Effect. The Company has made available to Parent complete and correct copies of the organizational or governing documents of the Company and each of its Significant Subsidiaries, each as amended to date, and each as so made available is in full force and effect. Neither the Company nor any Significant Subsidiary is in violation of its organizational or governing documents. (cb) As used in this Agreement, any reference to any fact, circumstance, event, change, effect or occurrence having a “Company Material Adverse Effect” means any fact, circumstance, an event, change, effect effect, development or occurrence thatthat has had, individually or in the aggregate with all other facts, circumstances, events, changes, effects, or occurrences, (i) has or is reasonably expected likely to have have, a material adverse effect on or with respect to the business, financial condition or continuing results of operation or financial condition operations of the Company and its Subsidiaries Subsidiaries, taken as a whole, other than any event, change, effect, development or occurrence: (i) disclosed in the Company SEC Documents filed or furnished prior to the date of this Agreement (excluding any disclosure set forth in any risk factor section, or in any section relating to forward-looking statements) or as disclosed in the Company Disclosure Schedule, (ii) that prevents or materially delays or materially impairs the ability of the Company to consummate the Merger; provided, however, that, a Company Material Adverse Effect shall not include facts, circumstances, events, changes, effects or occurrences (A) in or generally affecting economic conditions generally or the economy, the financial or securities markets markets, or political, legislative or regulatory conditions, in each case in the United States or elsewhere in the world, (B) so long as such event, change, effect, development or occurrence does not disproportionately affect the Company and its Subsidiaries, taken as a whole, relative to other similarly situated companies in or affecting the industries in which the Company or and its Subsidiaries operate generally or in any specific jurisdiction or geographical area in the United States or elsewhere in the world operate, or (Ciii) resulting from or arising out of (1A) any changes or developments in the industries in which the Company or any of its Subsidiaries conducts its business, (B) any changes or developments in prices for oil, natural gas or other commodities or for the Company’s raw material inputs and end products, (C) the announcement or the existence of, compliance with or compliance with, or taking any action required or permitted byperformance under, this Agreement or the transactions contemplated herebyhereby (including the impact thereof on the relationships, contractual or otherwise, of the Company or any of its Subsidiaries with employees, labor unions, customers, suppliers or partners, and including any lawsuit, action or other proceeding with respect to the Merger or any of the other transactions contemplated by this Agreement), (2D) any taking of any action at the request of Parent ETP or Merger Sub, (3) and any litigation arising from allegations actions pursuant to or in furtherance of a breach of fiduciary duty or other violation of applicable Law relating to this Agreement or the transactions contemplated herebyAdditional Transactions, (4E) any adoption, implementation, promulgation, repeal, modification, reinterpretation or proposal of any rule, regulation, ordinance, order, protocol or any other applicable law Law of or by any national, regional, state or local Governmental Entity in the United States Entity, or elsewhere in the worldmarket administrator, (5F) any changes in GAAP or accounting standards or interpretations thereof, (6G) earthquakes, any weather-related or other force majeure event or natural disasters or outbreak or escalation of hostilities or acts of war or terrorism, (H) any failure by the Company to meet any financial projections or forecasts or estimates of revenues, earnings or other financial metrics for any period (provided that the exception in this clause (H) shall not prevent or otherwise affect a determination that any event, change, effect, development or occurrence underlying such failure has resulted in, or contributed to, a Company Material Adverse Effect so long as it is not otherwise excluded by this definition), (I) the announcement or the existence of, or compliance with or performance under any agreement with regard to, the Company Restructuring Transactions or (7J) any changes in the share price or trading volume of the Shares, Shares or in the Company’s credit rating or in any analyst’s recommendations with respect to the Company, or the failure of the Company to meet projections or forecasts (including any analyst’s projections) (except provided that the underlying causes of such change referenced exception in this clause 4.1(c)(ii)(C)(7(J) canshall not prevent or otherwise affect a determination that any event, unless excluded by another clause of this provisochange, be considered for purposes of determining whether effect, development or occurrence underlying such change has resulted in, or contributed to, a Company Material Adverse Effect has occurredso long as it is not otherwise excluded by this definition); except, in each case with respect to subclauses (A)-(B) and (E)-(G) of this clause (iii), to the extent disproportionately affecting the Company and its Subsidiaries, taken as a whole, relative to other similarly situated companies in the industries in which the Company and its Subsidiaries operate.

Qualification, Organization, Subsidiaries, etc. (a) Each of the Company Parent, ETP and its Significant Subsidiaries is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization. Each of the Company organization and its Significant Subsidiaries has all requisite corporate, partnership corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power or authority would notnot have, individually or in the aggregate, have or be reasonably expected to have a Company an ETP Material Adverse Effect as defined below. (b) Effect. Each of the Company ETP Parties and its Significant their Subsidiaries is qualified to do business and is in good standing as a foreign corporation (or other legal entity) entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would notnot have, individually or in the aggregate, have or be reasonably expected to have a Company an ETP Material Adverse Effect. The Company has made available to Parent complete and correct copies of the organizational or governing documents of the Company and each of its Significant Subsidiaries, each as amended to date, and each as so made available is in full force and effect. Neither the Company nor any Significant Subsidiary is in violation of its organizational or governing documents. (cb) As used in this Agreement, any reference to any fact, circumstance, event, change, effect or occurrence having a “Company ETP Material Adverse Effect” means any fact, circumstance, an event, change, effect effect, development or occurrence thatthat has had, individually or in the aggregate with all other facts, circumstances, events, changes, effects, or occurrences, (i) has or is reasonably expected likely to have have, a material adverse effect on or with respect to the business, financial condition or continuing results of operation or financial condition operations of the Company ETP and its Subsidiaries Subsidiaries, taken as a whole, other than any event, change, effect, development or occurrence: (ii) that prevents or materially delays or materially impairs the ability of the Company to consummate the Merger; provided, however, that, a Company Material Adverse Effect shall not include facts, circumstances, events, changes, effects or occurrences (Ai) in or generally affecting economic conditions generally or the economy, the financial or securities markets markets, or political, legislative or regulatory conditions, in each case in the United States or elsewhere in the world, (B) so long as such event, change, effect, development or occurrence does not disproportionately affect ETP and its Subsidiaries, taken as a whole, relative to other similarly situated companies in or affecting the industries in which the Company or ETP and its Subsidiaries operate generally or in any specific jurisdiction or geographical area in the United States or elsewhere in the world operate, or (Cii) resulting from or arising out of (1A) any changes or developments in the industries in which ETP or any of its Subsidiaries conducts its business, (B) any changes or developments in prices for oil, natural gas or other commodities or for ETP’s raw material inputs and end products, (C) the announcement or the existence of, compliance with or compliance with, or taking any action required or permitted byperformance under, this Agreement or the transactions contemplated herebyhereby (including the impact thereof on the relationships, contractual or otherwise, of ETP or any of its Subsidiaries with employees, labor unions, customers, suppliers or partners, and including any lawsuit, action or other proceeding with respect to the Merger or any of the other transactions contemplated by this Agreement), (2D) any taking of any action at the request of Parent or Merger Subthe Company, (3) any litigation arising from allegations of a breach of fiduciary duty or other violation of applicable Law relating to this Agreement or the transactions contemplated hereby, (4E) any adoption, implementation, promulgation, repeal, modification, reinterpretation or proposal of any rule, regulation, ordinance, order, protocol or any other applicable law Law of or by any national, regional, state or local Governmental Entity in the United States Entity, or elsewhere in the worldmarket administrator, (5F) any changes in GAAP or accounting standards or interpretations thereof, (6G) earthquakes, any weather-related or other force majeure event or natural disasters or outbreak or escalation of hostilities or acts of war or terrorism, (H) any failure by ETP to meet any financial projections or forecasts or estimates of revenues, earnings or other financial metrics for any period (provided that the exception in this clause (H) shall not prevent or otherwise affect a determination that any event, change, effect, development or occurrence underlying such failure has resulted in, or contributed to, an ETP Material Adverse Effect so long as it is not otherwise excluded by this definition) or (7I) any changes in the share price or trading volume of the Shares, Common Units or in the CompanyETP’s credit rating (provided that the exception in this clause (I) shall not prevent or otherwise affect a determination that any event, change, effect, development or occurrence underlying such change has resulted in, or contributed to, an ETP Material Adverse Effect so long as it is not otherwise excluded by this definition); except, in any analyst’s recommendations each case with respect to the Company, or the failure subclauses (A)-(B) and (E)-(F) of the Company to meet projections or forecasts (including any analyst’s projections) (except that the underlying causes of such change referenced in this clause 4.1(c)(ii)(C)(7) can(ii), unless excluded by another clause of this provisoto the extent disproportionately affecting ETP and its Subsidiaries, be considered for purposes of determining whether taken as a Company Material Adverse Effect has occurred)whole, relative to other similarly situated companies in the industries in which ETP and its Subsidiaries operate.

Qualification, Organization, Subsidiaries, etc. (a) Each of the Company and its Significant Subsidiaries is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization. Each of the Company organization and its Significant Subsidiaries has all requisite corporate, partnership corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power or authority would notnot have, individually or in the aggregate, have or be reasonably expected to have a Company Material Adverse Effect as defined below. (b) Effect. Each of the Company and its Significant Subsidiaries is qualified to do business and is in good standing as a foreign corporation (or other legal entity) entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would notnot have, individually or in the aggregate, have or be reasonably expected to have a Company Material Adverse Effect. The Company has made available to Parent complete and correct copies of the organizational or governing documents of the Company and each of its Significant Subsidiaries, each as amended to date, and each as so made available is in full force and effect. Neither the Company nor any Significant Subsidiary is in violation of its organizational or governing documents. (cb) As used in this Agreement, any reference to any fact, circumstance, event, change, effect or occurrence having a “Company Material Adverse Effect” means any fact, circumstance, an event, change, effect effect, development or occurrence thatthat has had, individually or in the aggregate with all other facts, circumstances, events, changes, effects, or occurrences, (i) has or is reasonably expected likely to have have, a material adverse effect on or with respect to the business, financial condition or continuing results of operation or financial condition operations of the Company and its Subsidiaries Subsidiaries, taken as a whole, other than any event, change, effect, development or occurrence: (ii) that prevents or materially delays or materially impairs the ability of the Company to consummate the Merger; provided, however, that, a Company Material Adverse Effect shall not include facts, circumstances, events, changes, effects or occurrences (Ai) in or generally affecting economic conditions generally or the economy, the financial or securities markets markets, or political, legislative or regulatory conditions, in each case in the United States or elsewhere in the world, (B) so long as such event, change, effect, development or occurrence does not disproportionately affect the Company and its Subsidiaries, taken as a whole, relative to other similarly situated companies in or affecting the industries in which the Company or and its Subsidiaries operate generally or in any specific jurisdiction or geographical area in the United States or elsewhere in the world operate, or (Cii) resulting from or arising out of (1A) any changes or developments in the industries in which the Company or any of its Subsidiaries conducts its business, (B) any changes or developments in prices for oil, natural gas, refined products or other commodities, (C) the announcement or the existence of, compliance with or compliance with, or taking any action required or permitted byperformance under, this Agreement or the transactions contemplated herebyhereby (including the impact thereof on the relationships, contractual or otherwise, of the Company or any of its Subsidiaries with employees, labor unions, customers, suppliers or partners, and including any lawsuit, action or other proceeding with respect to the Merger or any of the other transactions contemplated by this Agreement), (2D) any taking of any action at the request of Parent ETP or Merger Sub, (3) any litigation arising from allegations of a breach of fiduciary duty or other violation of applicable Law relating to this Agreement or the transactions contemplated hereby, (4E) any adoption, implementation, promulgation, repeal, modification, reinterpretation or proposal of any rule, regulation, ordinance, order, protocol or any other applicable law Law of or by any national, regional, state or local Governmental Entity in the United States Entity, or elsewhere in the worldmarket administrator, (5F) any changes in GAAP or accounting standards or interpretations thereof, (6G) earthquakes, any weather-related or other force majeure event or natural disasters or outbreak or escalation of hostilities or acts of war or terrorism, (H) any failure by the Company to meet any financial projections or forecasts or estimates of revenues, earnings or other financial metrics for any period (provided that the exception in this clause (H) shall not prevent or otherwise affect a determination that any event, change, effect, development or occurrence underlying such failure has resulted in, or contributed to, a Company Material Adverse Effect so long as it is not otherwise excluded by this definition), or (7I) any changes in the share price or trading volume of the Shares, Shares or in the Company’s credit rating or in any analyst’s recommendations with respect to the Company, or the failure of the Company to meet projections or forecasts (including any analyst’s projections) (except provided that the underlying causes of such change referenced exception in this clause 4.1(c)(ii)(C)(7(J) canshall not prevent or otherwise affect a determination that any event, unless excluded by another clause of this provisochange, be considered for purposes of determining whether effect, development or occurrence underlying such change has resulted in, or contributed to, a Company Material Adverse Effect has occurredso long as it is not otherwise excluded by this definition); except, in each case with respect to subclauses (A)-(B) and (E)-(F) of this clause (ii), to the extent disproportionately affecting the Company and its Subsidiaries, taken as a whole, relative to other similarly situated companies in the industries in which the Company and its Subsidiaries operate.

Qualification, Organization, Subsidiaries, etc. (a) Each of the Company and its Significant Subsidiaries is a legal entity duly organizedorganized or formed, validly existing and in good standing under the Laws of its respective jurisdiction of organization. Each of the Company organization or formation and its Significant Subsidiaries has all requisite corporate, partnership corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power or authority would notnot have, individually or in the aggregate, have or be reasonably expected to have a Company Material Adverse Effect as defined below. (b) Effect. Each of the Company and its Significant Subsidiaries Table of Contents is qualified to do business and is in good standing as a foreign corporation (or other legal entity) entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would notnot have, individually or in the aggregate, have or be reasonably expected to have a Company Material Adverse Effect. The Company has made available to Parent complete and correct copies of the organizational or governing documents of the Company and each of its Significant Subsidiaries, each as amended to date, and each as so made available is in full force and effect. Neither the Company nor any Significant Subsidiary is in violation of its organizational or governing documents. (cb) As used in this Agreement, any reference to any fact, circumstance, event, change, effect or occurrence having a “Company Material Adverse Effect” means any fact, circumstance, an event, change, effect effect, development or occurrence thatthat has had, individually or in the aggregate with all other facts, circumstances, events, changes, effects, or occurrences, (i) has or is reasonably expected likely to have have, a material adverse effect on or with respect to the business, financial condition or continuing results of operation or financial condition operations of the Company and its Subsidiaries Subsidiaries, taken as a whole, other than any event, change, effect, development or occurrence: (i) disclosed in the Company SEC Documents filed or furnished prior to the date of this Agreement (excluding any disclosure set forth in any risk factor section, or in any section relating to forward-looking statements) or as disclosed in the Company Disclosure Schedule, (ii) that prevents or materially delays or materially impairs the ability of the Company to consummate the Merger; provided, however, that, a Company Material Adverse Effect shall not include facts, circumstances, events, changes, effects or occurrences (A) in or generally affecting economic conditions generally or the economy, the financial or securities markets markets, or political, legislative or regulatory conditions, in each case in the United States or elsewhere in the world, (B) so long as such event, change, effect, development or occurrence does not disproportionately affect the Company and its Subsidiaries, taken as a whole, relative to other similarly situated companies in or affecting the industries in which the Company or and its Subsidiaries operate generally or in any specific jurisdiction or geographical area in the United States or elsewhere in the world operate, or (Ciii) resulting from or arising out of (1A) any changes or developments in the industries in which the Company or any of its Subsidiaries conducts its business, (B) any changes or developments in prices for oil, natural gas or other commodities or for the Company’s raw material inputs and end products, (C) the announcement or the existence of, compliance with or compliance with, or taking any action required or permitted byperformance under, this Agreement or the transactions contemplated herebyhereby (including the impact thereof on the relationships, contractual or otherwise, of the Company or any of its Subsidiaries with employees, labor unions, customers, suppliers or partners, and including any lawsuit, action or other proceeding with respect to the Merger or any of the other transactions contemplated by this Agreement), (2D) any taking of any action at the request of Parent or Merger Sub, (3) any litigation arising from allegations of a breach of fiduciary duty or other violation of applicable Law relating to this Agreement or the transactions contemplated hereby, (4E) any adoption, implementation, promulgation, repeal, modification, reinterpretation or proposal of any rule, regulation, ordinance, order, protocol or any other applicable law Law of or by any national, regional, state or local Governmental Entity in the United States Entity, or elsewhere in the worldmarket administrator, (5F) any changes in GAAP or accounting standards or interpretations thereof, (6G) earthquakes, any weather-related or other force majeure event or natural disasters or outbreak or escalation of hostilities or acts of war or terrorism, (H) any failure by the Company to meet any financial projections or forecasts or estimates of revenues, earnings or other financial metrics for any period (provided that the exception in this clause (H) shall not prevent or otherwise affect a determination that any event, change, effect, development or occurrence underlying such failure has resulted in, or contributed to, a Company Material Adverse Effect so long as it is not otherwise excluded by this definition), or (7I) any changes in the share price or trading volume of the Shares, Shares or in the Company’s credit rating or in any analyst’s recommendations with respect to the Company, or the failure of the Company to meet projections or forecasts (including any analyst’s projections) (except provided that the underlying causes of such change referenced exception in this clause 4.1(c)(ii)(C)(7(I) canshall not prevent or otherwise affect a determination that any event, unless excluded by another clause of this provisochange, be considered for purposes of determining whether effect, development or occurrence underlying such change has resulted in, or contributed to, a Company Material Adverse Effect has occurredso long as it is not otherwise excluded by this definition); except, in each case with respect to subclauses (A)-(B) and (E)-(G) of this clause (iii), to the extent disproportionately affecting the Company and its Subsidiaries, taken as a whole, relative to other similarly situated companies in the industries in which the Company and its Subsidiaries operate.

Qualification, Organization, Subsidiaries, etc. (a) Each of the Company and its Significant Subsidiaries is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization. Each of the Company organization and its Significant Subsidiaries has all requisite corporate, partnership corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power or authority would notnot have, individually or in the aggregate, have or be reasonably expected to have a Company Material Adverse Effect as defined below. (b) Effect. Each of the Company and its Significant Subsidiaries is qualified to do business and is in good standing as a foreign corporation (or other legal entity) entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would notnot have, individually or in the aggregate, have or be reasonably expected to have a Company Material Adverse Effect. The Company has made available to Parent complete and correct copies of the organizational or governing documents of the Company and each of its Significant Subsidiaries, each as amended to date, and each as so made available is in full force and effect. Neither the Company nor any Significant Subsidiary is in violation of its organizational or governing documents. (cb) As used in this Agreement, any reference to any fact, circumstance, event, change, effect or occurrence having a “Company Material Adverse Effect” means any fact, circumstance, an event, change, effect effect, development or occurrence thatthat has had, individually or in the aggregate with all other facts, circumstances, events, changes, effects, or occurrences, (i) has or is reasonably expected likely to have have, a material adverse effect on or with respect to the business, financial condition or continuing results of operation or financial condition operations of the Company and its Subsidiaries Subsidiaries, taken as a whole, other than any event, change, effect, development or occurrence: (ii) that prevents or materially delays or materially impairs the ability of the Company to consummate the Merger; provided, however, that, a Company Material Adverse Effect shall not include facts, circumstances, events, changes, effects or occurrences (Ai) in or generally affecting economic conditions generally or the economy, the financial or securities markets markets, or political, legislative or regulatory conditions, in each case in the United States or elsewhere in the world, (B) so long as such event, change, effect, development or occurrence does not disproportionately affect the Company and its Subsidiaries, taken as a whole, relative to other similarly situated companies in or affecting the industries in which the Company or and its Subsidiaries operate generally or in any specific jurisdiction or geographical area in the United States or elsewhere in the world operate, or (Cii) resulting from or arising out of (1A) any changes or developments in the industries in which the Company or any of its Subsidiaries conducts its business, (B) any changes or developments in prices for oil, natural gas, refined products or other commodities, (C) the announcement or the existence of, compliance with or compliance with, or taking any action required or permitted byperformance under, this Agreement or the transactions contemplated herebyhereby (including the impact thereof on the relationships, contractual or otherwise, of the Company or any of its Subsidiaries with employees, labor unions, customers, suppliers or partners, and including any lawsuit, action or other proceeding with respect to the Merger or any of the other transactions contemplated by this Agreement), (2D) any taking of any action at the request of Parent ETP or Merger Sub, (3) any litigation arising from allegations of a breach of fiduciary duty or other violation of applicable Law relating to this Agreement or the transactions contemplated hereby, (4E) any adoption, implementation, promulgation, repeal, modification, reinterpretation or proposal of any rule, regulation, ordinance, order, protocol or any other applicable law Law of or by any national, regional, state or local Governmental Entity in the United States Entity, or elsewhere in the worldmarket administrator, (5F) any changes in GAAP or accounting standards or interpretations thereof, (6G) earthquakes, any weather-related or other force majeure event or natural disasters or outbreak or escalation of hostilities or acts of war or terrorism, (H) any failure by the Company to meet any financial projections or forecasts or estimates of revenues, earnings or other financial metrics for any period (provided that the exception in this clause (H) shall not prevent or otherwise affect a determination that any event, change, effect, development or occurrence underlying such failure has resulted in, or contributed to, a Company Material Adverse Effect so long as it is not otherwise excluded by this definition), or (7I) any changes in the share price or trading volume of the Shares, Shares or in the Company’s credit rating or in any analyst’s recommendations with respect to the Company, or the failure of the Company to meet projections or forecasts (including any analyst’s projections) (except provided that the underlying causes of such change referenced exception in this clause 4.1(c)(ii)(C)(7(J) canshall not prevent or otherwise affect a determination that any event, unless excluded by another clause of this provisochange, be considered for purposes of determining whether effect, development or occurrence underlying such change has resulted in, or contributed to, a Company Material Adverse Effect has occurredso long as it is not otherwise excluded by this definition); except, in each case with respect to subclauses (A)- (B) and (E)-(F) of this clause (ii), to the extent disproportionately affecting the Company and its Subsidiaries, taken as a whole, relative to other similarly situated companies in the industries in which the Company and its Subsidiaries operate.

Qualification, Organization, Subsidiaries, etc. (a) Each of the Company Parent, ETP and its Significant Subsidiaries is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization. Each of the Company organization and its Significant Subsidiaries has all requisite corporate, partnership corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power or authority would notnot have, individually or in the aggregate, have or be reasonably expected to have a Company an ETP Material Adverse Effect as defined below. (b) Effect. Each of the Company ETP Parties and its Significant their Subsidiaries is qualified to do business and is in good standing as a foreign corporation (or other legal entity) entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would notnot have, individually or in the aggregate, have or be reasonably expected to have a Company an ETP Material Adverse Effect. The Company has made available to Parent complete and correct copies of the organizational or governing documents of the Company and each of its Significant Subsidiaries, each as amended to date, and each as so made available is in full force and effect. Neither the Company nor any Significant Subsidiary is in violation of its organizational or governing documents. (cb) As used in this Agreement, any reference to any fact, circumstance, event, change, effect or occurrence having a “Company ETP Material Adverse Effect” means any fact, circumstance, an event, change, effect effect, development or occurrence thatthat has had, individually or in the aggregate with all other facts, circumstances, events, changes, effects, or occurrences, (i) has or is reasonably expected likely to have have, a material adverse effect on or with respect to the business, financial condition or continuing results of operation or financial condition operations of the Company ETP and its Subsidiaries Subsidiaries, taken as a whole, other than any event, change, effect, development or occurrence: (ii) that prevents or materially delays or materially impairs the ability of the Company to consummate the Merger; provided, however, that, a Company Material Adverse Effect shall not include facts, circumstances, events, changes, effects or occurrences (Ai) in or generally affecting economic conditions generally or the economy, the financial or securities markets markets, or political, legislative or regulatory conditions, in each case in the United States or elsewhere in the world, (B) so long as such event, change, effect, development or occurrence does not disproportionately affect ETP and its Subsidiaries, taken as a whole, relative to other similarly situated companies in or affecting the industries in which the Company or ETP and its Subsidiaries operate generally or in any specific jurisdiction or geographical area in the United States or elsewhere in the world operate, or (Cii) resulting from or arising out of (1A) any changes or developments in the industries in which ETP or any of its Subsidiaries conducts its business, (B) any changes or developments in prices for oil, natural gas or other commodities or for ETP’s raw material inputs and end products, (C) the announcement or the existence of, compliance with or compliance with, or taking any action required or permitted byperformance under, this Agreement or the transactions contemplated herebyhereby (including the impact thereof on the relationships, contractual or otherwise, of ETP or any of its Subsidiaries with employees, labor unions, customers, suppliers or partners, and including any lawsuit, action or other proceeding with respect to the Merger or any of the other transactions contemplated by this Agreement), (2D) any taking of any action at the request of Parent or Merger Subthe Company, (3) any litigation arising from allegations of a breach of fiduciary duty or other violation of applicable Law relating to this Agreement or the transactions contemplated hereby, (4E) any adoption, implementation, promulgation, repeal, modification, reinterpretation or proposal of any rule, regulation, ordinance, order, protocol or any other applicable law Law of or by any national, regional, state or local Governmental Entity in the United States Entity, or elsewhere in the worldmarket administrator, (5F) any changes in GAAP or accounting standards or interpretations thereof, (6G) earthquakes, any weather-related or other force majeure event or natural disasters or outbreak or escalation of hostilities or acts of war or terrorism, (H) any failure by ETP to meet any financial projections or forecasts or estimates of revenues, earnings or other financial metrics for any period (provided that the exception in this clause (H) shall not prevent or otherwise affect a determination that any event, change, effect, development or occurrence underlying such failure has resulted in, or contributed to, an ETP Material Adverse Effect so long as it is not otherwise excluded by this definition) or (7I) any changes in the share price or trading volume of the Shares, Common Units or in the CompanyETP’s credit rating (provided that the exception in this clause (I) shall not prevent or otherwise affect a determination that any event, change, effect, development or occurrence underlying such change has resulted in, or contributed to, an ETP Material Adverse Effect so long as it is not otherwise excluded by this definition); except, in any analyst’s recommendations each case with respect to the Company, or the failure subclauses (A)- (B) and (E)-(F) of the Company to meet projections or forecasts (including any analyst’s projections) (except that the underlying causes of such change referenced in this clause 4.1(c)(ii)(C)(7) can(ii), unless excluded by another clause of this provisoto the extent disproportionately affecting ETP and its Subsidiaries, be considered for purposes of determining whether taken as a Company Material Adverse Effect has occurred)whole, relative to other similarly situated companies in the industries in which ETP and its Subsidiaries operate.

Qualification, Organization, Subsidiaries, etc. (a) Each of the Company and its Significant Subsidiaries is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization. Each of the Company and its Significant Subsidiaries has all requisite corporate, partnership or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power or authority would not, individually or in the aggregate, have or be reasonably expected to have a Company Material Adverse Effect as defined below. (b) Each of the Company and its Significant Subsidiaries is duly qualified to do business and is in good standing as a foreign corporation (or other legal entity) in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, have or be reasonably expected to have a Company Material Adverse Effect. The Company has made available to Parent complete and correct copies of the organizational or governing documents of the Company and each of its Significant Subsidiaries, each as amended to date, and each as so made available is Subsidiaries are in full force and effect. Neither the Company nor any Significant Subsidiary is in violation of its organizational or governing documents. (c) As used in this Agreement, any reference to any fact, circumstance, event, change, effect or occurrence having a “Company Material Adverse Effect” means any fact, circumstance, event, change, effect or occurrence that, individually or in the aggregate with all other facts, circumstances, events, changes, effects, or occurrences, (i1) has or is would be reasonably expected to have a material adverse effect on or with respect to the business, results of operation or financial condition of the Company and its Subsidiaries taken as a whole, or (ii2) that prevents or materially delays or materially impairs the ability of the Company to consummate the Merger; , provided, however, that, a Company Material Adverse Effect shall not include facts, circumstances, events, changes, effects or occurrences (Ai) in generally affecting the retail industry, or affecting economic conditions generally the economy or the financial or securities markets markets, in the United States States, including effects on such industries, economy or elsewhere markets resulting from any regulatory and political conditions or developments in general, or any outbreak or escalation of hostilities, declared or undeclared acts of war or terrorism (other than any of the world, (B) in foregoing that causes any damage or affecting the industries in which destruction to or renders physically unusable or inaccessible any facility or property of the Company or any of its Subsidiaries operate generally Subsidiaries); (ii) reflecting or resulting from changes in any specific jurisdiction Law or geographical area in the United States GAAP (or elsewhere in the world authoritative interpretations thereof); or (Ciii) resulting from actions of the Company or arising out any of (1) its Subsidiaries which Parent has expressly requested or to which Parent has expressly consented, or resulting from the announcement of the Merger or the existence of, proposal thereof or compliance with, or taking any action required or permitted by, this Agreement or and the transactions contemplated hereby; except to the extent that, (2) any taking of any action at the request of Parent or Merger Sub, (3) any litigation arising from allegations of a breach of fiduciary duty or other violation of applicable Law relating to this Agreement or the transactions contemplated hereby, (4) any adoption, implementation, promulgation, repeal, modification, reinterpretation or proposal of any rule, regulation, ordinance, order, protocol or any other applicable law of or by any national, regional, state or local Governmental Entity in the United States or elsewhere in the world, (5) any changes in GAAP or accounting standards or interpretations thereof, (6) any weather-related or other force majeure event or outbreak or escalation of hostilities or acts of war or terrorism, or (7) any changes in the share price or trading volume of the Shares, in the Company’s credit rating or in any analyst’s recommendations with respect to clauses (i) and (ii), the Companyimpact of such fact, circumstance, event, change, effect or the failure of occurrence is disproportionately adverse to the Company to meet projections or forecasts (including any analyst’s projections) (except that the underlying causes of such change referenced in this clause 4.1(c)(ii)(C)(7) canand its Subsidiaries, unless excluded by another clause of this proviso, be considered for purposes of determining whether taken as a Company Material Adverse Effect has occurred)whole.