Intervening Event
means any Effect that is not known or reasonably
foreseeable to or by the Special Committee as of the date of this Agreement (or if known, the consequences of which were not known by the Special Committee as of the date of this Agreement), which Effect (or consequences) becomes known to or by the
Special Committee prior to the Unitholder Approval having been obtained;
provided
,
however
, that in no event shall any of the following constitute or be deemed to be an Intervening Event: (i) the receipt, existence or terms of an
Acquisition Proposal or any matter relating thereto or consequences thereof, (ii) any action taken by any Party pursuant to and in compliance with the covenants and agreements set forth in this Agreement, and the consequences of any such
action, (iii) changes in the Energy Products gathering, processing, treating, transportation and storage industries, (iv) the fact that, in and of itself, the Partnership exceeds internal or published projections, or (v) changes, in
and of themselves, in the market price of the Class A Common Units.
Knowledge
when used in this Agreement
(a) with respect to the Partnership Parties or any of their Subsidiaries means the actual knowledge of the Persons listed on Section 1.1(a) of the Partnership Disclosure Letter, and (b) with respect to Parent or any of its
Subsidiaries means the actual knowledge of the Persons listed on Section 1.1(a) of the Parent Disclosure Letter, in each case, after reasonable inquiry.
Laws
means any federal, state, local, foreign, international or transnational law, statute, ordinance, common law,
rule, regulation, standard, judgment, determination, order, writ, injunction, decree, arbitration award, treaty, agency requirement, authorization, license or permit of any Governmental Entity.
Licenses
means permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises,
variances, exemptions and orders issued or granted by a Governmental Entity.
Limited Partners
has the meaning
set forth in the Partnership Agreement.
Listed Shares
has the meaning set forth in the Partnership Agreement.
Majority of the Minority Vote
means approval of this Agreement by the holders of a majority of the Outstanding
Class A Common Units (other than Class A Common Units held by Parent and its Affiliates) and the Outstanding
I-Units
(other than
I-Units
voted at the direction
of Parent and its Affiliates), entitled to vote on such matter at the Partnership Unitholders Meeting or any adjournment or postponement thereof, voting together as a single class.
Material Adverse Effect
, with respect to Parent or the Partnership,
means any Effect that, individually or in the aggregate with any other Effect, is materially adverse to the financial condition, properties, assets, operations, liabilities, business or results of operations of such Party and its Subsidiaries,
in each case taken as a whole;
provided
,
however
, that none of the following, alone or in combination, shall be deemed to constitute a Material Adverse Effect, or be taken into account in determining whether a Material Adverse
Effect has occurred or would reasonably be expected to occur:
(a) Effects affecting the economy, credit, capital,
securities or financial markets or political, regulatory or business conditions in general in the U.S., Canada or elsewhere in the world;
(b) Effects that are the result of factors affecting the Energy Products gathering, drilling, processing, treating,
transportation, storage, marketing and other related industries, markets or geographical areas in which such Party and its Subsidiaries conduct their respective businesses (including any change in the prices of Energy Products, industry margins or
any regulatory changes or changes in applicable Law);
(c) Effects caused by the entry into, announcement or performance of
the Transactions, including any impact on relationships, contractual or otherwise, with customers, suppliers, distributors, lenders, partners, Governmental Entities, or employees or any Transaction Litigation or actions taken or requirements imposed
by any Governmental Entity in connection with the Transactions;
(d) changes or modifications in GAAP or applicable
accounting regulations or principles, or in the interpretation or enforcement thereof, after the date of this Agreement;
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