(b) conflict with any provision of any law or administrative regulation or any judicial, administrative, or arbitration order, award, judgment, writ, injunction, or decree applicable to NBL Midstream, NBL Holdings or CWPC;
(c) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, or result in the suspension, termination, or cancellation of, or in a right of suspension, termination, or cancellation of, any indenture, mortgage, agreement, contract, commitment, license, concession, permit, lease, joint venture, or other instrument to which NBL Midstream, NBL Holdings or CWPC is a party or by which it is bound or to which any of the Subject Interests are subject;
(d) result in the creation of, or afford any Person the right to obtain, any Lien on the Subject Interests under any indenture, mortgage, agreement, contract, commitment, license, concession, permit, lease, joint venture, or other instrument to which NBL Midstream, NBL Holdings or CWPC is a party or by which it is bound or to which any of the Subject Interests are subject; or
(e) result in the revocation, cancellation, suspension, or modification of any Consent possessed by NBL Midstream, NBL Holdings or CWPC that is necessary or desirable for the ownership, lease, or operation of its properties and other assets in the conduct of its business as now conducted; except, in the case of clauses (b), (c), (d), and (e), as would not have, individually or in the aggregate, a Sponsor Material Adverse Effect.
Section 4.4 Consents. No consent, approval, license, permit, order, waiver, or authorization of, or registration, declaration, or filing with any Governmental Authority or other Person (each a Consent) is required to be obtained or made by or with respect to NBL Midstream or the Subject Interests in connection with:
(a) the execution, delivery, and performance of this Agreement or the other Transaction Documents, or the consummation of the Transaction and the transactions contemplated hereby and thereby; or
(b) the enforcement against NBL Midstream and NBL Holdings of their obligations hereunder and thereunder;
except, in each case, as would not have, individually or in the aggregate, a Sponsor Material Adverse Effect.
Section 4.5 Laws and Regulations; Litigation. There are no pending or, to the knowledge of NBL Midstream, threatened claims, fines, actions, suits, demands, investigations, or proceedings or any arbitration or binding dispute resolution proceeding (collectively, Proceedings) to which NBL Midstream is a party or against or affecting the Subject Interests or the ownership of the Subject Interests or the IDRs that (a) question or involve the validity or enforceability of any of its obligations under this Agreement, (b) seek to prevent or delay, or seek damages in connection with, the consummation of the Transaction or (c) would individually, or in the aggregate, reasonably be expected to have a Sponsor Material Adverse Effect or a material and adverse effect on the Subject Interests or the IDRs or on the Partnership as assignee of the Subject