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

Real Property; Rights-of-Way. (a) Each of the MLP Group Entities has good, valid and marketable title to all real property, good and valid leasehold interest in each material lease, sublease and other agreement under which the MLP Group Entities uses or occupies or has the right to use or occupy any material real property and good title to all tangible personal property owned by the MLP Group Entities that is sufficient for the operation of their respective businesses as presently conducted, free and clear of all Liens (except Permitted Liens), except as would not, individually or in the aggregate, have an MLP Material Adverse Effect. (i) There are no pending Proceedings to modify the zoning classification of, or to condemn or take by power of eminent domain, all or any of the assets of the MLP Group Entities and (ii) none of the MLP Parties have Knowledge of any such threatened Proceeding, which (in the case of clause (i) or (ii)), if pursued, would, individually or in the aggregate, have an MLP Material Adverse Effect. To the extent located in jurisdictions subject to zoning, the assets of the MLP Group Entities that are real property (owned or leased) are properly zoned for the existence, occupancy and use of all of the improvements located on the owned and leased real property and on the Rights-of-Way held by any of the MLP Group Entities, except as would not, individually or in the aggregate, have an MLP Material Adverse Effect.

Real Property; Rights-of-Way. (a) Each of the MLP Parent Group Entities has good, valid and marketable title to all real property, good and valid leasehold interest in each material lease, sublease and other agreement under which the MLP Parent Group Entities uses or occupies or has the right to use or occupy any material real property and good title to all tangible personal property owned by the MLP Parent Group Entities that is sufficient for the operation of their respective businesses as presently conducted, free and clear of all Liens (except Permitted Liens), except as would not, individually or in the aggregate, have an MLP a Parent Material Adverse Effect. (i) There are no pending Proceedings to modify the zoning classification of, or to condemn or take by power of eminent domain, all or any of the assets of the MLP Parent Group Entities and (ii) none of the MLP Parent Parties have Knowledge of any such threatened Proceeding, which (in the case of clause (i) or (ii)), if pursued, would, individually or in the aggregate, have an MLP a Parent Material Adverse Effect. To the extent located in jurisdictions subject to zoning, the assets of the MLP Parent Group Entities that are real property (owned or leased) are properly zoned for the existence, occupancy and use of all of the improvements located on the owned and leased real property and on the Rights-of-Way held by any of the MLP Parent Group Entities, except as would not, individually or in the aggregate, have an MLP a Parent Material Adverse Effect.