Pipeline Assets. All of the following assets, properties and rights, whether real, personal or mixed, which are owned or held for use by Grantor solely in connection with the ownership or operation of those certain pipelines described on Exhibit G (the “Pipelines”):
(i) All parcels of fee simple real property now or hereafter owned by Grantor on which any part of the Pipelines are located including, without limitation, the property held in fee by Grantor described on Exhibit A, if any (collectively, the “Pipeline Fee Land”);
(ii) All leases of real property now or hereafter entered into or acquired by Grantor on which all or a part of the Pipelines are located, including, without limitation, the leases described on Exhibit B, if any (the “Pipeline Leases”);
(iii) All easements, rights-of-way, property use agreements, line rights and real property licenses (including right-of-way permits from railroads and road crossing permits or other right-of-way permits from Governmental Entities) required to operate the Pipelines now or hereafter entered into or acquired by Grantor, including, without limitation, the easements, rights-of-way, property use agreements, line rights and real property licenses described on Exhibit C (the “Pipeline Easements”);
(iv) All structures, fixtures and appurtenances (A) located on the Pipeline Fee Land, (B) located on the land subject to the Pipeline Leases, or (C) located within the Pipeline Easements, and now or hereafter owned by Grantor, including, without limitation, any buildings, pipelines, pumping facilities, refinery tanks, crude oil tanks and crude oil pipeline tanks described on Exhibit D (collectively, the “Pipeline Improvements”);
(v) To the extent same do not constitute Pipeline Improvements, any and all fittings, cathodic protection ground beds, rectifiers, other cathodic or electric protection devices, tanks, machinery, engines, pipes, pipelines, valves, valve boxes, connections, gates, scraper trap extenders, telecommunication facilities and equipment (including microwave and other transmission towers), lines, wires, computer hardware, fixed or mobile machinery and equipment, vehicle refueling tanks, pumps, heating and non-pipeline pumping stations, fittings, tools, furniture and metering equipment now owned or hereafter acquired by Grantor (the “Pipeline Equipment”);
(vi) The contracts, agreements, leases and other legally binding rights and obligations of Grantor described on Exhibit E, if any, but excluding those contracts and ag...
Pipeline Assets. (a) Except for Permitted Encumbrances and immaterial personal property rights disposed of in the ordinary course of business, the Acquired Companies have (i) good and indefeasible title to the surface interests as described on the Surface Deeds (other than the Easements) set forth on Schedule 5.13(a) used in the conduct of the Acquired Companies’ business as conducted as of the date hereof, free and clear of all liens and encumbrances and (ii) good title to the material owned personal property used in the conduct of the Acquired Companies’ business as conducted on the date hereof, free and clear of all liens and encumbrances.
(b) Each Acquired Company has those Easements set forth on Schedule 5.13(b), which are necessary for such Acquired Company to operate its respective Pipeline Assets substantially as operated on the date hereof. To the Seller’s knowledge, each Acquired Company has valid title as the easement holder to such Easements, which title is not encumbered by any liens or encumbrances other than Permitted Encumbrances. Neither the Acquired Company nor any of their Affiliates is in material default or material breach of any such Easement listed on Schedule 5.13(b).
(c) To the knowledge of Seller, subject to Section 7.11(b), Schedule 5.13(a) and Schedule 5.13(b) set forth true and complete lists of all real property, Surface Deeds and Easements owned, used or otherwise held by the Acquired Companies. To the knowledge of Seller, Seller has provided Purchaser with true and complete copies of the deeds, leases and other conveyance or creation documents in the possession of Seller or the Acquired Companies, as appropriate, for each property listed on Schedules 5.13(a) and 5.13(b).
(d) To the knowledge of Seller, subject to Section 7.11(b): (i) the properties listed on Schedules 5.13(a) and 5.13(b) constitute all of the real property used for the conduct of the business of the Pipeline Assets as conducted by the Acquired Companies on the date hereof and (ii) the real property listed on Schedules 5.13(a) and 5.13(b) establish a continuous right of way for each of the Dew and Pinnacle Gathering Systems, and the buildings and improvements used in connection therewith are located entirely on such listed real property.
(e) The personal property owned and leased by the Acquired Companies to conduct the operations of the Pipeline Assets constitutes all of the personal property used for the conduct of the business of the Acquired Companies, in all material res...
Pipeline Assets. Subject to Sections 2.5, 6.1(a), and 6.1(c), each Combination Sponsor shall have sole authority over and control of the Commercialization of its respective Pipeline Asset in the Field in the Territory, in accordance with its approved label, and will retain final decision-making authority with respect thereto, including such activities set forth in Section 6.1(a)(i)-(vii) as applied to its Pipeline Asset.
Pipeline Assets. (i) Rights, title and interests of the Pipeline Partnership and the Starr Partnerships in the Pipeline Properties in Starr, Edwards, Val Verde and Zapata Counties, Texas, as described in Exhibit B-1;
(ii) Rights, obligations, title and interests of the Pipeline Partnership and the Starr Partnerships in and to permits, orders, abstracts of title, leases, deeds, operating agreements, participation agreements, and other agreements and instruments applicable to the Pipeline Properties;
(iii) Rights, obligations, title and interests in easements, rights of way, licenses and permits and all other rights, privileges, benefits and powers conferred upon the owner and holder of interests in the Pipeline Properties.
(iv) Rights and interests in records and maps, contract files and records, accounting files, data and records, all computer software and other materials (whether electronically stored or otherwise) used or held for use by Seller, the Subsidiaries, the Pipeline Partnership or the Starr Partnerships, or any of their direct or indirect parents, subsidiaries or other Affiliates (other than Coastal), regarding ownership or operation of the Pipeline Properties, and other files, documents and records of Seller, the Subsidiaries, the Pipeline Partnership or the Starr Partnerships, or any of their direct or indirect parents, subsidiaries or other Affiliates (other than Coastal), which relate to the Pipeline Properties.
g. Section 2.9 of the Agreement is hereby deleted in its entirety.
3. CHANGES TO ARTICLE III
Pipeline Assets. Buyer shall have delivered duly executed counterparts to the Pipeline Agreements. ARTICLE IX
Pipeline Assets. The Administrative Agent and the Syndication Agent shall have received satisfactory evidence that any Pipeline Assets being acquired on such date are being acquired by a Qualifying Special Purpose Subsidiary.
Pipeline Assets. (A) No later than [**] following the date of receipt by any Loan Party of any Net Proceeds from any Pipeline Asset Monetization (including, for the avoidance of doubt, any Pipeline Asset Monetization with respect to a Product that was the subject of a Specified Transaction as of the Closing Date but that is not consummated within the time period set forth in subsection (c) of the definition of “Specified Transaction”) that, together with all Net Proceeds from such Pipeline Asset Monetization received by all Loan Parties since the Closing Date, are in excess of (x) $[**] individually for each Product included in such Pipeline Asset Monetization transaction or (y) $[**] in the aggregate for all Products in all Pipeline Asset Monetization transactions, Company shall prepay the Term Loan as set forth in Section 2.11(a) in an amount equal to (i) [**]% of such Net Proceeds (the “Pipeline Percentage”); provided that, (A) if, on the closing date of such Pipeline Asset Monetization, (1) the Company has Qualified Cash in excess of $[**] and (2) prior to the date that is the [**] the Closing Date, the Lenders have earned and been paid (without (a) receipt of the True Up Payment or (b) including any optional prepayment pursuant to Section 2.9(a)(i) in such calculation) an amount equal to or greater than a MOIC of [**] times the principal amount of the Initial Term Loan but less than a MOIC of [**] times the principal
Pipeline Assets. Parent agrees that if it fails to approve any bid on the Pipeline Assets from a bona fide purchaser for which the Company has provided notice pursuant to Section 4.7, the Pipeline Assets Sale Price shall be deemed to equal the highest bid on the Pipeline Assets from a bona fide purchaser for which the Company has provided notice pursuant to Section 4.7. Further, in this event, the Company shall amend this Agreement to include such additional representations and warranties as the Company is or was prepared to make to such bona fide purchaser with respect to the Pipeline Assets.
Pipeline Assets. The Borrower owns Marketable Title to the pipeline assets and facilities as shown on Schedule 4.24.
Pipeline Assets. The Borrower will maintain good and marketable title to all Pipeline Assets, free and clear of all Liens other than Permitted Encumbrances.
