There are no pending or, to the knowledge of CONE Gathering, threatened claims, fines, actions, suits, demands, investigations or proceedings or any arbitration or binding dispute resolution proceeding (collectively, “ Proceedings ”) against CONE Gathering or against or affecting the Subject Interests or the ownership of the Subject Interests that (i) would individually, or in the aggregate, have a Sponsor Material Adverse Effect or (ii) seek any material injunctive relief with respect to the Subject Interests. Except as would not, individually or in the aggregate, have a Sponsor Material Adverse Effect, (x) CONE Gathering is not the subject of any violation of or default under any law or regulation or under any order of any Governmental Authority and (y) there are no Proceedings pending or, to the knowledge of CONE Gathering, threatened against or affecting the ownership of the Subject Interests, at law or in equity, by or before any Governmental Authority having jurisdiction over CONE Gathering. Except as would not, individually or in the aggregate, have a Sponsor Material Adverse Effect, no Proceedings are pending or, to the knowledge of CONE Gathering, threatened to which CONE Gathering is or may become a party that questions or involves the validity or enforceability of any of its obligations under this Agreement or seeks to prevent or delay, or damages in connection with, the consummation of the transactions contemplated hereby.