Common use of Real Property; Rights-of-Way Clause in Contracts

Real Property; Rights-of-Way. (a) Except as would not reasonably be expected to have a Material Adverse Effect, CNX Gathering or DevCo III LP has, and immediately after the Closing, SP Holdings will have, in each case, to the extent and only to the extent related to the Xxxxxxx-Penns Assets, (i) good and marketable title to all real property CNX Gathering or DevCo III LP owns in fee simple and the improvements located thereon (the “Owned Real Property”), (ii) valid leasehold estate in all real property and buildings held under lease by CNX Gathering or DevCo III LP (the “Leased Real Property”) and (iii) good title to all tangible personal property, in each case, free and clear of all Liens except Permitted Liens (or with respect to CNX Gathering, Liens pursuant to the CNX Credit Facility) provided, that, with respect to any real property and buildings held under lease by CNX Gathering or DevCo III LP, such real property and buildings are held under valid and subsisting and enforceable leases with such exceptions as do not materially interfere with the use of the properties of CNX Gathering or DevCo III LP, respectively, taken as a whole as they have been used consistent with past practice of CNX Gathering or DevCo III, LP, as applicable. With respect to the Leased Real Property all leases and subleases are in full force and effect with respect to CNX Gathering or DevCo III LP, as applicable, and neither CNX Gathering nor DevCo III LP has received any written notice of a breach or default thereunder, whether actual or alleged and, to the Knowledge of CNX Gathering, no event has occurred that, with notice or lapse of time or both, would constitute a breach or default under any such lease or sublease, except for any such failures, breaches or defaults that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) CNX Gathering or DevCo III LP has, and immediately after the Closing, SP Holdings will have, such consents, easements, rights-of-way, permits and licenses from each Person, including Governmental Authorities (collectively, the “Rights-of-Way” and together with the Owned Real Property and Leased Real Property, the “Real Property”) as are sufficient to operate the Xxxxxxx-Penns Assets in the ordinary course of business consistent with past practice and in material compliance with applicable laws, except for such Rights-of-Way the absence of which have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. With respect to the Rights-of-Way, (i) CNX Gathering or DevCo III LP, as applicable, has fulfilled and performed all its material obligations thereunder and no default or other event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the holder of any of the Rights-of-Way, except for such revocations, terminations and impairments that have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; and (ii) none of the Rights-of-Way contains any restriction on CNX Gathering or DevCo III LP, as applicable, except for such restrictions, taken as a whole, that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Real Property; Rights-of-Way. (a) Except as would not reasonably be expected to have a Material Adverse Effect, CNX Gathering or DevCo III LP has, and immediately after Each of the Closing, SP Holdings will have, in each case, to the extent and only to the extent related to the Xxxxxxx-Penns Assets, Contributed Entities has (i) good and marketable title to all real property CNX Gathering or DevCo III LP it owns in fee simple and the improvements located thereon (the “Owned Real Property”), (ii) valid leasehold estate in all real property and buildings held under lease by CNX Gathering or DevCo III LP any of the Contributed Entities (the “Leased Real Property”) and (iii) good title to all tangible personal propertyproperty that comprises the Contributed Entities’ Assets, in each caseall of which Owned Real Property, Leased Real Property and personal property are sufficient for the operation of such Contributed Entities’ business as presently conducted, free and clear of all Liens except Permitted Liens (or with respect Liens, except as would not reasonably be expected to CNX Gathering, Liens pursuant to the CNX Credit Facility) have a Contributed Entity Material Adverse Effect; provided, that, with respect to any real property and buildings held under lease by CNX Gathering or DevCo III LPany Contributed Entity, such real property and buildings are held under valid and subsisting and enforceable leases with such exceptions as do not materially interfere with the use of the properties of CNX Gathering or DevCo III LP, respectively, the Contributed Entities taken as a whole as they have been used consistent with past practice of CNX Gathering or DevCo III, LP, as applicablethe Contributed Entities. With respect to the Leased Real Property Property, except to the extent described to the contrary on Disclosure Schedule 3.7(a), all leases and subleases are in full force and effect with respect to CNX Gathering or DevCo III LP, as applicable, and neither CNX Gathering nor DevCo III LP has the Contributed Entities have not received any written notice of a breach or default thereunder, whether actual or alleged and, to the Knowledge of CNX Gatheringthe Contributing Parties, no event has occurred that, with notice or lapse of time or both, would constitute a breach or default under any such lease or sublease, except for any such failures, breaches or defaults that would not, individually or in the aggregate, reasonably be expected to have a Contributed Entity Material Adverse Effect. (b) CNX Gathering or DevCo III LP has, and immediately after Each of the Closing, SP Holdings will have, Contributed Entities has such consents, easements, rights-of-way, permits and licenses from each Person, including Governmental Authorities (collectively, the “Rights-of-Way” and together with the Owned Real Property and Leased Real Property, the “Real Property”) as are sufficient to operate conduct the Xxxxxxx-Penns Assets Contributed Entities’ business substantially in the ordinary course of business consistent accordance with past practice and in material compliance with applicable lawspractice, except for such Rights-of-Way the absence of which have not had, and would not reasonably be expected to have, individually or in the aggregate, a Contributed Entity Material Adverse Effect. With respect to the Rights-of-Way, except to the extent described to the contrary on Disclosure Schedule 3.7(b), (i) CNX Gathering or DevCo III LP, as applicable, each of the Contributed Entities has fulfilled and performed all its material obligations thereunder and no default or other event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the holder of any of the Rights-of-Way, except for such revocations, terminations and impairments that have not had, and would not reasonably be expected to have, individually or in the aggregate, a Contributed Entity Material Adverse Effect; and (ii) none of the Rights-of-Way contains any restriction on CNX Gathering or DevCo III LP, as applicable, except for such restrictionsthat is materially burdensome to the Contributed Entities, taken as a whole. (c) Except as set forth on Disclosure Schedule 3.7(c), that (i) (A) there are no pending proceedings or actions to modify the zoning classification of, or to condemn or take by power of eminent domain or other similar proceeding, all or any of the Contributed Entities’ Assets and (B) neither Contributing Party has any Knowledge of any such threatened proceeding or action, which (in either case), if pursued, would reasonably be expected to have a Contributed Entity Material Adverse Effect, (ii) to the extent located in jurisdictions subject to zoning, the Real Property is properly zoned for the existence, occupancy and use of all of the improvements located thereon, except as would not reasonably be expected to havehave a Contributed Entity Material Adverse Effect, individually and (iii) none of such improvements are subject to any conditional use permits or “permitted non-conforming use” or “permitted non-conforming structure” classifications or similar permits or classifications, except as would not, either currently or in the aggregatecase of a rebuilding of or additional construction of improvements, reasonably be expected to have a Contributed Entity Material Adverse Effect.

Real Property; Rights-of-Way. (a) Except as would not reasonably be expected to have a Material Adverse Effect, CNX Gathering or DevCo III LP has, and immediately after Each of the Closing, SP Holdings will have, in each case, to the extent and only to the extent related to the Xxxxxxx-Penns Assets, Contributed Entities has (i) good and marketable title to all real property CNX Gathering or DevCo III LP it owns in fee simple and the improvements located thereon (the “Owned Real Property”), (ii) valid leasehold estate in all real property and buildings held under lease by CNX Gathering or DevCo III LP any of the Contributed Entities (the “Leased Real Property”) and (iii) good title to all tangible personal propertyproperty that comprises the Contributed Entities Assets, in each caseall of which Owned Real Property, Leased Real Property and personal property are sufficient for the operation of such Contributed Entities’ olefins business as presently conducted, free and clear of all Liens except Permitted Liens (or with respect Liens, except as would not reasonably be expected to CNX Gathering, Liens pursuant to the CNX Credit Facility) have a Contributed Entity Material Adverse Effect; provided, that, with respect to any real property and buildings held under lease by CNX Gathering or DevCo III LPany Contributed Entity, such real property and buildings are held under valid and subsisting and enforceable leases with such exceptions as do not materially interfere with the use of the properties of CNX Gathering or DevCo III LP, respectively, the Contributed Entities taken as a whole as they have been used consistent with past practice of CNX Gathering or DevCo III, LP, as applicablethe Contributed Entities. With respect to the Leased Real Property Property, except to the extent described to the contrary on Disclosure Schedule 3.7(a), all leases and subleases are in full force and effect with respect to CNX Gathering or DevCo III LP, as applicable, and neither CNX Gathering nor DevCo III LP has the Contributed Entities have not received any written notice of a breach or default thereunder, whether actual or alleged and, to the Knowledge of CNX Gatheringthe Contributing Parties, no event has occurred that, with notice or lapse of time or both, would constitute a breach or default under any such lease or sublease, except for any such failures, breaches or defaults that would not, individually or in the aggregate, reasonably be expected to have a Contributed Entity Material Adverse Effect. (b) CNX Gathering or DevCo III LP has, and immediately after Each of the Closing, SP Holdings will have, Contributed Entities has such consents, easements, rights-of-way, permits and licenses from each Person, including Governmental Authorities (collectively, the “Rights-of-Way” and together with the Owned Real Property and Leased Real Property, the “Real Property”) as are sufficient to operate conduct the Xxxxxxx-Penns Assets Contributed Entities’ olefins business substantially in the ordinary course of business consistent accordance with past practice and in material compliance with applicable lawspractice, except for such Rights-of-Way the absence of which have not had, and would not reasonably be expected to have, individually or in the aggregate, a Contributed Entity Material Adverse Effect. With respect to the Rights-of-Way, except to the extent described to the contrary on Disclosure Schedule 3.7(b), (i) CNX Gathering or DevCo III LP, as applicable, each of the Contributed Entities has fulfilled and performed all its material obligations thereunder and no default or other event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the holder of any of the Rights-of-Way, except for such revocations, terminations and impairments that have not had, and would not reasonably be expected to have, individually or in the aggregate, a Contributed Entity Material Adverse Effect; and (ii) none of the Rights-of-Way contains any restriction on CNX Gathering or DevCo III LP, as applicable, except for such restrictionsthat is materially burdensome to the Contributed Entities, taken as a whole. (c) Except as set forth on Disclosure Schedule 3.7(c), that (i) (A) there are no pending proceedings or actions to modify the zoning classification of, or to condemn or take by power of eminent domain or other similar proceeding, all or any of the Contributed Entities Assets and (B) neither Contributing Party has any Knowledge of any such threatened proceeding or action, which (in either case), if pursued, would reasonably be expected to have a Contributed Entity Material Adverse Effect, (ii) to the extent located in jurisdictions subject to zoning, the Real Property is properly zoned for the existence, occupancy and use of all of the improvements located thereon, except as would not reasonably be expected to havehave a Contributed Entity Material Adverse Effect, individually and (iii) none of such improvements are subject to any conditional use permits or “permitted non-conforming use” or “permitted non-conforming structure” classifications or similar permits or classifications, except as would not, either currently or in the aggregatecase of a rebuilding of or additional construction of improvements, reasonably be expected to have a Contributed Entity Material Adverse Effect.

Real Property; Rights-of-Way. (a) Except as would not reasonably be expected to have a Material Adverse Effect, CNX Gathering or DevCo III LP has, and immediately after Each of the Closing, SP Holdings will have, in each case, to the extent and only to the extent related to the Xxxxxxx-Penns Assets, Contributed Entities has (i) good and marketable title to all real property CNX Gathering or DevCo III LP it owns in fee simple and the improvements located thereon (the “Owned Real Property”), (ii) valid leasehold estate in all real property and buildings held under lease by CNX Gathering or DevCo III LP any of the Contributed Entities (the “Leased Real Property”) and (iii) good title to all tangible personal propertyproperty that comprises the Contributed Entities Assets, in each caseall of which Owned Real Property, Leased Real Property and personal property are sufficient for the operation of such Contributed Entities’ olefins business as presently conducted, free and clear of all Liens except Permitted Liens (or with respect Liens, except as would not reasonably be expected to CNX Gathering, Liens pursuant to the CNX Credit Facility) have a Contributed Entity Material Adverse Effect; provided, that, with respect to any real property and buildings held under lease by CNX Gathering or DevCo III LPany Contributed Entity, such real property and buildings are held under valid and subsisting and enforceable leases with such exceptions as do not materially interfere with the use of the properties of CNX Gathering or DevCo III LP, respectively, the Contributed Entities taken as a whole as they have been used consistent with past practice of CNX Gathering or DevCo III, LP, as applicablethe Contributed Entities. With respect to the Leased Real Property Property, except to the extent described to the contrary on Disclosure Schedule 3.7(a), all leases and subleases are in full force and effect with respect to CNX Gathering or DevCo III LP, as applicable, and neither CNX Gathering nor DevCo III LP has the Contributed Entities have not received any written notice of a breach or default thereunder, whether actual or alleged and, to the Knowledge of CNX Gatheringthe Contributing Parties, no event has occurred that, with notice or lapse of time or both, would constitute a breach or default under any such lease or sublease, except for any such failures, breaches or defaults that would not, individually or in the aggregate, reasonably be expected to have a Contributed Entity Material Adverse Effect. (b) CNX Gathering or DevCo III LP has, and immediately after Each of the Closing, SP Holdings will have, Contributed Entities has such consents, easements, rights-of-way, permits and licenses from each Person, including Governmental Authorities (collectively, the “Rights-of-Way” and together with the Owned Real Property and Leased Real Property, the “Real Property”) as are sufficient to operate conduct the Xxxxxxx-Penns Assets Contributed Entities’ olefins business substantially in the ordinary course of business consistent accordance with past practice and in material compliance with applicable lawspractice, except for such Rights-of-Way the absence of which have not had, and would not reasonably be expected to have, individually or in the aggregate, a Contributed Entity Material Adverse Effect. With respect to the Rights-of-of- Way, except to the extent described to the contrary on Disclosure Schedule 3.7(b), (i) CNX Gathering or DevCo III LP, as applicable, each of the Contributed Entities has fulfilled and performed all its material obligations thereunder and no default or other event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the holder of any of the Rights-of-Way, except for such revocations, terminations and impairments that have not had, and would not reasonably be expected to have, individually or in the aggregate, a Contributed Entity Material Adverse Effect; and (ii) none of the Rights-of-Way contains any restriction on CNX Gathering or DevCo III LP, as applicable, except for such restrictionsthat is materially burdensome to the Contributed Entities, taken as a whole. (c) Except as set forth on Disclosure Schedule 3.7(c), that (i) (A) there are no pending proceedings or actions to modify the zoning classification of, or to condemn or take by power of eminent domain or other similar proceeding, all or any of the Contributed Entities Assets and (B) neither Contributing Party has any Knowledge of any such threatened proceeding or action, which (in either case), if pursued, would reasonably be expected to have a Contributed Entity Material Adverse Effect, (ii) to the extent located in jurisdictions subject to zoning, the Real Property is properly zoned for the existence, occupancy and use of all of the improvements located thereon, except as would not reasonably be expected to havehave a Contributed Entity Material Adverse Effect, individually and (iii) none of such improvements are subject to any conditional use permits or “permitted non-conforming use” or “permitted non-conforming structure” classifications or similar permits or classifications, except as would not, either currently or in the aggregatecase of a rebuilding of or additional construction of improvements, reasonably be expected to have a Contributed Entity Material Adverse Effect.

Real Property; Rights-of-Way. (a) Except as would not reasonably be expected to The Acquired Entities own and have a Material Adverse Effect, CNX Gathering or DevCo III LP has, and immediately after the Closing, SP Holdings will have, in each case, to the extent and only to the extent related to the Xxxxxxx-Penns Assets, (i) good and marketable title to all real property CNX Gathering or DevCo III LP owns in fee simple and of the improvements located thereon (the “Owned Real Property”, a true, correct and complete list of which (including the address and legal description thereof) is set forth on Schedule 3.8(a), (ii) valid and have valid, enforceable and binding leasehold estate interests in all real property and buildings held under lease by CNX Gathering or DevCo III LP (the “of their Leased Real Property”, a true, correct and complete list of which (including the address and description of the applicable lease) and (iii) good title to all tangible personal propertyis set forth on Schedule 3.8(a), in each casecase of all Owned Real Property and Leased Real Property, free and clear of all Liens except for Permitted Liens (or with respect to CNX Gathering, Liens pursuant to Liens. Except as would not have a material adverse impact on the CNX Credit Facility) provided, that, with respect to any real property and buildings held under lease by CNX Gathering or DevCo III LP, such real property and buildings are held under valid and subsisting and enforceable leases with such exceptions as do not materially interfere with the use operations of the properties business of CNX Gathering or DevCo III LP, respectively, the Acquired Entities taken as a whole and as they have been used consistent currently conducted, with past practice of CNX Gathering or DevCo III, LP, as applicable. With respect to the Leased Real Property (i) all leases and subleases Leases are valid, in full force and effect with respect to CNX Gathering or DevCo III LP, as applicable, and neither CNX Gathering nor DevCo III LP has received any written notice of a breach or default thereunder, whether actual or alleged effective against such Acquired Entity party thereto and, to the Knowledge of CNX Gatheringthe Partnership, no event has occurred thatthe counterparties thereto, in accordance with their respective terms, and (ii) there is not, under any of such Leases, (a) any existing default by any Acquired Entity party thereto or, to the Knowledge of the Partnership, the counterparties thereto, or (b) to the Knowledge of Sellers, any event, fact or circumstance, which, with notice or lapse of time or both, would constitute be or become a breach default by such Acquired Entity party thereto, or default under the counterparties thereto. Other than Permitted Liens, the Acquired Entities are currently in sole possession of the Leased Real Property and neither Sellers nor any of the Acquired Entities has subleased, assigned, or otherwise granted to any Person the right to use or occupy such lease Leased Real Property or subleaseany portion thereof. True, except for correct and complete copies of all such Leases, including any such failuresamendments thereof, breaches have been provided to Buyers. Neither Sellers nor any Acquired Entity has (x) entered into any Contract or defaults that would notagreement to sell, individually or in which grants an option or other right to any Person to purchase; or (y) leased or otherwise granted to any Person the aggregateright to use or occupy (other than Permitted Liens), reasonably be expected to have a Material Adverse Effectany of the Owned Real Property. (b) CNX Gathering or DevCo III LP hasSchedule 3.8(b) contains a true, correct and immediately after the Closing, SP Holdings will have, such consents, easements, rights-of-way, permits and licenses from each Person, including Governmental Authorities (collectively, the “complete list of all Rights-of-Way” Way and together similar non-possessory interests which any Acquired Entity owns or has the right to use, in each case which are necessary to the operation of their businesses and assets as of the date hereof. Each of the Acquired Entities owns or has the right to use the Rights-of-Way (subject to Permitted Liens), and each of the Acquired Entities has fulfilled and performed in all material respects all its obligations with the Owned Real Property and Leased Real Property, the “Real Property”) as are sufficient respect to operate the Xxxxxxx-Penns Assets in the ordinary course of business consistent with past practice and in material compliance with applicable laws, except for such Rights-of-Way which are required to be fulfilled or performed as of the absence date of which this Agreement (subject to all applicable waivers, modifications, grace periods and extensions). The Acquired Entities have not had, and would received written notice that the Acquired Entities have not reasonably be expected to have, individually or complied in all material respects with the aggregate, a Material Adverse Effect. With respect to the Rights-of-Way, (i) CNX Gathering or DevCo III LP, as applicable, has fulfilled and performed all its material obligations thereunder and no default or other event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the holder of any terms of the Rights-of-Way, except for as applicable. No material and unresolved written claim adverse to the rights of the Acquired Entities as grantee or assignee under any of such revocations, terminations and impairments that have not hadRights-of-Way has been received by any Acquired Entity, and to Sellers’ Knowledge, no party to any Rights-of-Way or any successor to the interest of such party has threatened to file any action to terminate, cancel, rescind or procure judicial reformation of any Rights-of-Way. True, correct and complete copies of all Rights-of-Way have been provided to Buyers. Except as set forth on Schedule 3.20 or as would not reasonably be expected to havehave a material adverse impact on the operations of the business of the Acquired Entities taken as a whole and as currently conducted the Rights-of-Way, individually or collectively, constitute a continuous and contiguous right-of-way system and there are no gaps in the aggregate, a Material Adverse Effect; and (ii) none of coverage in the Rights-of-Way contains associated with the operating assets of the business of the Acquired Entities. (c) The Real Property and Rights-of-Way, collectively, constitute all of the real property rights and interests used in, and necessary in all material respects, for the conduct of the business of the Acquired Entities as currently conducted. (d) There is no pending or, to the Knowledge of Sellers, threatened condemnation of any restriction Real Property by any Governmental Entity. No Acquired Entity has received any written notice of any eminent domain Proceeding or taking which is still active or pending, nor, to the Knowledge of the Partnership, is any such Proceeding or taking contemplated with respect to all or any material portion of the Real Property, the consummation of which would have a material adverse impact on CNX Gathering or DevCo III LP, as applicable, except for such restrictions, the operations of the business of the Acquired Entities taken as a wholewhole and as currently conducted. (e) Sellers have made available to Buyers true, that would not reasonably be expected to havecorrect, individually or and complete copies of all of Seller’s prior and existing title insurance policies in the aggregatepossession of Sellers insuring title to the Owned Real Property, a Material Adverse Effectincluding copies of any exceptions thereto in the possession of Sellers relating to the Owned Real Property, all surveys of the Owned Real Property which are in the possession of Sellers, and such other inspection reports, appraisals, information, data, reports, notices, Contracts, agreements and other documents in Sellers’ possession relating to the Owned Real Property.

Real Property; Rights-of-Way. (a) Except as would not reasonably be expected to have a Material Adverse Effect, CNX Gathering or DevCo III LP has, and immediately after Each of the Closing, SP Holdings will have, in each case, to the extent and only to the extent related to the Xxxxxxx-Penns Assets, Contributed Entities has (i) good and marketable title to all real property CNX Gathering or DevCo III LP it owns in fee simple and the improvements located thereon (the “Owned Real Property”), (ii) valid leasehold estate in all real property and buildings held under lease by CNX Gathering or DevCo III LP any of the Contributed Entities (the “Leased Real Property”) and (iii) good title to all tangible personal propertyproperty that comprises the Contributed Entities’ Assets, in each caseall of which Owned Real Property, Leased Real Property and personal property are sufficient for the operation of such Contributed Entities’ business as presently conducted, free and clear of all Liens except Permitted Liens (or with respect Liens, except as would not reasonably be expected to CNX Gathering, Liens pursuant to the CNX Credit Facility) have a Contributed Entity Material Adverse Effect; provided, that, with respect to any real property and buildings held under lease by CNX Gathering or DevCo III LPany Contributed Entity, such real property and buildings are held under valid and subsisting and enforceable leases with such exceptions as do not materially interfere with the use of the properties of CNX Gathering or DevCo III LP, respectively, the Contributed Entities taken as a whole as they have been used consistent with past practice of CNX Gathering or DevCo III, LP, as applicablethe Contributed Entities. With respect to the Leased Real Property Property, except to the extent described to the contrary on Disclosure Schedule 3.7(a), all leases and subleases are in full force and effect with respect to CNX Gathering or DevCo III LP, as applicable, and neither CNX Gathering nor DevCo III LP has the Contributed Entities have not received any written notice of a breach or default thereunder, whether actual or alleged and, to the Knowledge of CNX Gatheringthe Contributing Parties, no event has occurred that, with notice or lapse of time or both, would constitute a breach or default under any such lease or sublease, except for any such failures, breaches or defaults that would not, individually or in the aggregate, reasonably be expected to have a Contributed Entity Material Adverse Effect. (b) CNX Gathering or DevCo III LP has, and immediately after Each of the Closing, SP Holdings will have, Contributed Entities has such consents, easements, rights-of-way, permits and licenses from each Person, including Governmental Authorities (collectively, the “Rights-of-Way” and together with the Owned Real Property and Leased Real Property, the “Real Property”) as are sufficient to operate conduct the Xxxxxxx-Penns Assets Contributed Entities’ business substantially in the ordinary course of business consistent accordance with past practice and in material compliance with applicable lawspractice, except for such Rights-of-Way the absence of which have not had, and would not reasonably be expected to have, individually or in the aggregate, a Contributed Entity Material Adverse Effect. With respect to the Rights-of-Way, except to the extent described to the contrary on Disclosure Schedule 3.7(b), (i) CNX Gathering or DevCo III LP, as applicable, each of the Contributed Entities has fulfilled and performed all its material obligations thereunder and no default or other event has occurred that allows, or after notice or Except as set forth on Disclosure Schedule 3.8: lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the holder of any of the Rights-of-Way, except for such revocations, terminations and impairments that have not had, and would not reasonably be expected to have, individually or in the aggregate, a Contributed Entity Material Adverse Effect; and (ii) none of the Rights-of-Way contains any restriction on CNX Gathering or DevCo III LP, as applicable, except for such restrictionsthat is materially burdensome to the Contributed Entities, taken as a whole. (c) Except as set forth on Disclosure Schedule 3.7(c), that (i) (A) there are no pending proceedings or actions to modify the zoning classification of, or to condemn or take by power of eminent domain or other similar proceeding, all or any of the Contributed Entities’ Assets and (B) neither Contributing Party has any Knowledge of any such threatened proceeding or action, which (in either case), if pursued, would reasonably be expected to have a Contributed Entity Material Adverse Effect, (ii) to the extent located in jurisdictions subject to zoning, the Real Property is properly zoned for the existence, occupancy and use of all of the improvements located thereon, except as would not reasonably be expected to havehave a Contributed Entity Material Adverse Effect, individually and (iii) none of such improvements are subject to any conditional use permits or “permitted non-conforming use” or “permitted non-conforming structure” classifications or similar permits or classifications, except as would not, either currently or in the aggregatecase of a rebuilding of or additional construction of improvements, reasonably be expected to have a Contributed Entity Material Adverse Effect.

Real Property; Rights-of-Way. (a) Except as would not reasonably be expected to have a Material Adverse Effect, CNX Gathering or DevCo III LP has, and immediately after the Closing, SP Holdings will have, in each caseThe Contributed Company and, to the extent and only relating to the extent related to the Xxxxxxx-Penns RMT Assets, RMT has (i) good and marketable title to all real property CNX Gathering or DevCo III LP it owns in fee simple and the improvements located thereon (the “Owned Real Property”), and (ii) valid leasehold estate in all real property and buildings held under lease by CNX Gathering or DevCo III LP (the “Leased Real Property”) and (iii) good title to all tangible personal propertyproperty that comprise the Transferred Assets, in each caseall of which are sufficient for the operation of the Transferred Business as presently conducted, free and clear of all Liens except Permitted Liens (or with respect Liens, except as would not reasonably be expected to CNX Gathering, Liens pursuant to the CNX Credit Facility) provided, have a Transferred Business Material Adverse Effect; provided that, with respect to any real property and buildings held under lease by CNX Gathering or DevCo III LPthe Contributed Company, such real property and buildings are held under valid and subsisting and enforceable leases with such exceptions as do not materially interfere with the use of the properties of CNX Gathering or DevCo III LP, respectively, the Contributed Company taken as a whole as they have been used consistent with past practice of CNX Gathering or DevCo III, LP, as applicable. With respect to the Leased Real Property all leases and subleases are in full force and effect with respect to CNX Gathering or DevCo III LP, as applicable, and neither CNX Gathering nor DevCo III LP has received any written notice of a breach or default thereunder, whether actual or alleged and, to the Knowledge of CNX Gathering, no event has occurred that, with notice or lapse of time or both, would constitute a breach or default under any such lease or sublease, except for any such failures, breaches or defaults that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectTransferred Business. (b) CNX Gathering or DevCo III LP hasThe Contributed Company and, and immediately after to the Closingextent relating to the RMT Assets, SP Holdings will have, RMT has such consents, easements, rights-of-way, permits and licenses from each Person, including Governmental Authorities Authorities, (collectively, the “Rights-of-Way” and together with the Owned Real Property and Leased Real Property, the “Real Property”) as are sufficient to operate conduct the Xxxxxxx-Penns Assets Transferred Business substantially in the ordinary course of business consistent accordance with past practice and in material compliance with applicable lawspractice, except for such Rights-of-Way the absence of which have not had, and would not reasonably be expected to have, individually or in the aggregate, a Transferred Business Material Adverse Effect. With respect Except as set forth on Disclosure Schedule 3.8(b), the Contributed Company and, to the Rights-of-Wayextent relating to the RMT Assets, (i) CNX Gathering or DevCo III LP, as applicable, RMT has fulfilled and performed all its material obligations thereunder with respect to such Rights-of-Way and no default or other event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the holder of any of the such Rights-of-Way, except for such revocations, terminations and impairments that have not had, and would not reasonably be expected to have, individually or in the aggregate, a Transferred Business Material Adverse Effect; and (ii) none of the such Rights-of-Way contains any restriction on CNX Gathering or DevCo III LPthat is materially burdensome to the Contributed Company and, as applicableto the extent relating to the RMT Assets, except for such restrictionsRMT, taken as a whole. (c) Except as set forth on Disclosure Schedule 3.8(c), that (i) (A) there are no pending proceedings or actions to modify the zoning classification of, or to condemn or take by power of eminent domain or other similar proceeding, all or any of the Transferred Assets and (B) neither Contributing Party has any Knowledge of any such threatened proceeding or action, which (in either case), if pursued, would reasonably be expected to have a Transferred Business Material Adverse Effect, (ii) to the extent located in jurisdictions subject to zoning, the Real Property is properly zoned for the existence, occupancy and use of all of the improvements located thereon, except as would not reasonably be expected to havehave a Transferred Business Material Adverse Effect, individually and (iii) none of such improvements are subject to any conditional use permits or “permitted non-conforming use” or “permitted non-conforming structure” classifications or similar permits or classifications, except as would not, either currently or in the aggregatecase of a rebuilding of or additional construction of improvements, reasonably be expected to have a Transferred Business Material Adverse Effect.