Sunoco 2013 Annual Report Download - page 219

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any of its Subsidiaries or any General Partner, except, in each case, with respect to the preceding
clauses (i) through (iii), as could not reasonably be expected to have a Material Adverse Effect.
Except as expressly contemplated in the Loan Documents or disclosed in the Disclosure Schedule,
no permit, consent, approval, authorization or order of, and no notice to or filing, registration or
qualification with, any Tribunal or third party is required in connection with the execution, delivery
or performance by any Loan Party of any Loan Document or to consummate any transactions
contemplated by the Loan Documents. No Loan Party or any Subsidiary is in breach of or in default
under any instrument, license or other agreement applicable to or binding upon such entity, which
breach or default has had, or could reasonably be expected to have a Material Adverse Effect.
5.05 Enforceable Obligations. This Agreement is, and the other Loan Documents to
which each Loan Party is a party when duly executed and delivered will be, legal, valid and binding
obligations of each such Loan Party enforceable in accordance with their terms except as such
enforcement may be limited by bankruptcy, insolvency or similar Laws of general application
relating to the enforcement of creditors’ rights.
5.06 Initial Financial Statements; No Material Adverse Effect.
(a) The MLP has heretofore delivered to the Lenders true, correct and complete copies
of the Initial Financial Statements. The Initial Financial Statements were prepared in accordance
with GAAP, subject, in the case of unaudited financial statements, to changes resulting from normal
year-end adjustments and absence of footnotes. The Initial Financial Statements fairly present in
all material respects the MLP’s Consolidated financial position at the date thereof, the Consolidated
results of the MLP’s operations for the periods thereof and the MLP’s Consolidated cash flows for
the period thereof.
(b) Since December 31, 2012, no event or circumstance has occurred that has had a
Material Adverse Effect.
5.07 Taxes. Each Loan Party and each Subsidiary has timely filed all tax returns and
reports required to have been filed and has paid all taxes, assessments, and other governmental
charges or levies imposed upon it or upon its income, profits or property, except to the extent that
any of the foregoing (i) is not yet due, is being in good faith contested as permitted by Section 6.06
or (ii) could not reasonably be expected to have a Material Adverse Effect.
5.08 Full Disclosure. No written certificate, statement or other information (other than
projections and other forward looking information and information of a general economic or
industry-specific nature), taken as a whole, delivered herewith or heretofore by a Loan Party to any
Lender in connection with the negotiation of this Agreement or in connection with any transaction
contemplated hereby contains any untrue statement of a material fact or omits to state any material
fact necessary to make the statements contained herein or therein, in light of the circumstances
under which they were made, not materially misleading as of the date made or deemed made.
5.09 Litigation. Except as disclosed in the Initial Financial Statements or in the
Disclosure Schedule and except for matters that could not, in the aggregate, reasonably be expected