Common use of Rights-of-Way Clause in Contracts

Rights-of-Way. Each of the MarkWest Entities has such consents, easements, rights-of-way, permits or licenses (collectively, “rights-of-way”) from each person as are necessary to conduct its business in the manner described, and subject to the limitations contained, in the Pricing Disclosure Package and the Prospectus, except for (i) qualifications, reservations and encumbrances that would not have a Material Adverse Effect and (ii) such rights-of-way that, if not obtained, would not have, individually or in the aggregate, a Material Adverse Effect; other than as set forth, and subject to the limitations contained, in the Pricing Disclosure Package and the Prospectus, each of the MarkWest Entities has fulfilled and performed all its material obligations with respect to such rights-of-way and no 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 such rights-of-way, except for such revocations, terminations and impairments that would not have a Material Adverse Effect; and, except as described in the Pricing Disclosure Package and the Prospectus, none of such rights-of-way contains any restriction that is materially burdensome to the MarkWest Entities, taken as a whole.

Rights-of-Way. Each Following consummation of the MarkWest Transactions and on the Closing Date and each settlement date, the Partnership Entities has will have such consents, easements, easements or rights-of-way, permits or licenses way from each person (collectively, “rights-of-way”) from each person as are necessary to conduct its their business in the manner described, and subject to the limitations contained, in the Pricing Disclosure Package and the Prospectus, except for (i) qualifications, reservations and encumbrances that would not have have, individually or in the aggregate, a Material Adverse Effect and (ii) such rights-of-way that, if not obtained, would not have, individually or in the aggregate, a Material Adverse Effect; other than as set forth, and subject to the limitations contained, in the Pricing Disclosure Package and the Prospectus, each the Partnership Entities have, or following consummation of the MarkWest Entities has Transactions will have, fulfilled and performed all its their material obligations with respect to such rights-of-way and no 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 such rights-of-way, except for such revocations, terminations and impairments that would not have a Material Adverse Effect; and, except as described in the Pricing Disclosure Package and the Prospectus, none of such rights-of-way contains any restriction that is materially burdensome to the MarkWest Partnership Entities, taken as a whole.

Rights-of-Way. Each of The Operating Partnership and the MarkWest Entities has Operating Subsidiaries have such consents, easements, easements or rights-of-way, permits or licenses way from each person (collectively, “rights-of-way”) from each person as are necessary to conduct its their business in the manner described, and subject to the limitations contained, in the Pricing Disclosure Package and the Final Prospectus, except for (i) qualifications, reservations and encumbrances that would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (ii) such rights-of-way that, if not obtained, would not havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; other than as set forth, and subject to the limitations contained, in the Pricing Disclosure Package and the Final Prospectus, each of the MarkWest Entities has Operating Partnership and the Operating Subsidiaries have fulfilled and performed all its of their material obligations with respect to such rights-of-way and no 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 such rights-of-way, except for such revocations, terminations and impairments that would not have a Material Adverse Effect; and, except as described in the Pricing Disclosure Package and the Final Prospectus, none of such rights-of-way contains any restriction that is materially burdensome to the MarkWest EntitiesOperating Partnership and the Operating Subsidiaries, taken as a whole.

Rights-of-Way. Each of the MarkWest The Partnership Entities has have such consents, easements, easements or rights-of-way, permits or licenses way from each person (collectively, “rights-of-way”) from each person as are necessary to conduct its their business in the manner described, and subject to the limitations contained, in the Pricing Disclosure Package and the ProspectusPackage, except for (i) qualifications, reservations and encumbrances that would not have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (ii) such rights-of-way that, if not obtained, would not have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; other than as set forth, and subject to the limitations contained, in the Pricing Disclosure Package and Package, the Prospectus, each of the MarkWest Partnership Entities has have fulfilled and performed all its their material obligations with respect to such rights-of-way and no 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 such rights-of-way, except for such revocations, terminations and impairments that would not have a Material Adverse Effect; and, except as described in the Pricing Disclosure Package and the ProspectusPackage, none of such rights-of-way contains any restriction that is materially burdensome to the MarkWest Partnership Entities, taken as a whole.

Rights-of-Way. Each of the MarkWest Entities has such consents, easements, rights-of-way, permits or licenses (collectively, “rights-of-way”) from each person as are necessary to conduct its business in the manner described, and subject to the limitations contained, in the Pricing Disclosure Package and the Prospectus, except for (i) qualifications, reservations and encumbrances that would not have a Material Adverse Effect and (ii) such rights-of-way that, if not obtained, would not have, individually or in the aggregate, a Material Adverse Effect; other than as set forth, and subject to the limitations contained, in the Pricing Disclosure Package and the Prospectus, each of the MarkWest Entities has fulfilled and performed all its material obligations with respect to such rights-of-way and no 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 such rights-of-way, except for such revocations, terminations and impairments that would not have a Material Adverse Effect; and, except as described in the Pricing Disclosure Package and the Prospectus, none of such rights-of-way contains any restriction that is materially burdensome to the MarkWest Entities, taken as a whole.

Rights-of-Way. Each of the MarkWest Entities Antero Entities, directly or indirectly, has such consents, easements, rights-of-way, permits or licenses from each person (collectively, “rights-of-way”) from each person as are necessary to conduct its business in the manner describeddescribed in the Registration Statement and the most recent Preliminary Prospectus, and subject to the limitations contained, described in the Pricing Disclosure Package Registration Statement and the most recent Preliminary Prospectus, if any, except for (i) qualifications, reservations and encumbrances with respect thereto that would not have a Material Adverse Effect and (ii) such rights-of-way that, if not obtained, would not have, individually or in the aggregate, a Material Adverse Effect; other than as set forth, and subject to the limitations contained, in the Pricing Disclosure Package and the Prospectus, each of the MarkWest Antero Entities has has, or at the applicable Delivery Date will have, fulfilled and performed performed, in all material respects, its material obligations with respect to such rights-of-way and no 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 such rights-of-way, except for such revocations, terminations and impairments that that, individually or in the aggregate, would not have a Material Adverse Effect; and, except as described in the Pricing Disclosure Package and the Prospectus, none of such rights-of-way contains any restriction that is materially burdensome would reasonably be expected to have, individually or in the MarkWest Entitiesaggregate, taken as a wholeMaterial Adverse Effect.

Rights-of-Way. Each of the MarkWest Entities has The Partnership and its subsidiaries, directly or indirectly, have such consents, easements, rights-of-way, permits or licenses from each person (collectively, “rights-of-way”) from each person as are necessary to conduct its business in the manner describeddescribed in each of the Time of Sale Information and the Offering Memorandum, and subject to the limitations contained, described in each of the Pricing Disclosure Package Time of Sale Information and the ProspectusOffering Memorandum, if any, except for (i) qualifications, reservations and encumbrances with respect thereto that would not have a Material Adverse Effect and (ii) such rights-of-way that, if not obtained, would not have, individually or in the aggregate, a Material Adverse Effect; other than as set forth, the Partnership and subject to the limitations containedits subsidiaries have fulfilled and performed, in the Pricing Disclosure Package and the Prospectusall material respects, each of the MarkWest Entities has fulfilled and performed all its material obligations with respect to such rights-of-way and no 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 such rights-of-way, except for such revocations, terminations and impairments that that, individually or in the aggregate, would not have a Material Adverse Effect; and, except as described in the Pricing Disclosure Package and the Prospectus, none of such rights-of-way contains any restriction that is materially burdensome would reasonably be expected to have, individually or in the MarkWest Entitiesaggregate, taken as a wholeMaterial Adverse Effect.

Rights-of-Way. Each of The Operating Partnership and the MarkWest Entities has Operating Subsidiaries, directly or indirectly, have such consents, easements, easements or rights-of-way, permits or licenses way from each person (collectively, “rights-of-way”) from each person as are necessary to conduct its business their respective businesses in the manner describeddescribed in the Disclosure Package and the Final Prospectus, and subject to the limitations containeddescribed therein, in the Pricing Disclosure Package and the Prospectusif any, except for (i) qualifications, reservations and encumbrances that would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (ii) such rights-of-way that, if not obtained, would not havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; other . Other than as set forthforth in the Disclosure Package and the Final Prospectus, and subject to the limitations containeddescribed therein, in if any, the Pricing Disclosure Package Operating Partnership and the Prospectus, each of the MarkWest Entities has Operating Subsidiaries have fulfilled and performed all its of their material obligations with respect to such rights-of-way and no 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 such rights-of-way, except for such revocations, terminations and impairments that would not have a Material Adverse Effect; and, except as described in the Pricing Disclosure Package and the Final Prospectus, none of such rights-of-way contains any restriction that is materially burdensome to the MarkWest EntitiesOperating Partnership and the Operating Subsidiaries, taken as a whole.

Rights-of-Way. Each of the MarkWest The Partnership Entities has have such consents, easements, easements or rights-of-way, permits or licenses way from each person (collectively, “rights-of-way”) from each person as are necessary to conduct its their business in the manner described, and subject to the limitations contained, in the Pricing Disclosure Package and the Final Prospectus, except for (i) qualifications, reservations and encumbrances that would not have have, individually or in the aggregate, a Material Adverse Effect and (ii) such rights-of-way that, if not obtained, would not have, individually or in the aggregate, a Material Adverse Effect; other than as set forth, and subject to the limitations contained, in the Pricing Disclosure Package and the Final Prospectus, each of the MarkWest Partnership Entities has have fulfilled and performed all its their material obligations with respect to such rights-of-way and no 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 such rights-of-way, except for such revocations, terminations and impairments that would not have a Material Adverse Effect; and, except as described in the Pricing Disclosure Package and the Final Prospectus, none of such rights-of-way contains any restriction that is materially burdensome to the MarkWest Partnership Entities, taken as a whole.

Rights-of-Way. Each of the MarkWest Partnership Entities has such consents, easements, rights-of-way, permits way or licenses from any person (collectively, “rights-of-way”) from each person as are necessary to conduct its business in the manner described, described in and subject to the limitations contained, contained in the Pricing Disclosure Package and the Time of Sale Prospectus, except for (i) qualifications, reservations and encumbrances that would not have have, individually or in the aggregate, a Material Adverse Effect Effect, and (ii) such rights-of-way that, if not obtained, would not have, individually or in the aggregate, a Material Adverse Effect; other than as set forth, and subject to the limitations contained, contained in the Pricing Disclosure Package and the Time of Sale Prospectus, at the Time of Sale, each of the MarkWest Entities Partnership Entity has fulfilled and performed all its material obligations with respect to such rights-of-way required to be fulfilled or performed and no event has occurred that which 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 such rights-of-way, except for such revocations, terminations and impairments that would not have a Material Adverse Effect; and, and except as described in the Pricing Disclosure Package and the Time of Sale Prospectus, and none of such rights-of-way contains will contain any restriction that is materially burdensome to the MarkWest Partnership Entities, taken as a whole.

Rights-of-Way. Each of the MarkWest Entities has such consents, easements, rights-of-way, permits or licenses from each person (collectively, “rights-of-way”) from each person as are necessary to conduct its business in the manner described, and subject to the limitations contained, in the Pricing Disclosure Package and the Prospectus, except for (i) qualifications, reservations and encumbrances that would not have a Material Adverse Effect and (ii) such rights-of-way that, if not obtained, would not have, individually or in the aggregate, a Material Adverse Effect; other than as set forth, and subject to the limitations contained, in the Pricing Disclosure Package and the Prospectus, each of the MarkWest Entities has fulfilled and performed all its material obligations with respect to such rights-of-way and no 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 such rights-of-way, except for such revocations, terminations and impairments that would not have a Material Adverse Effect; and, except as described in the Pricing Disclosure Package and the Prospectus, none of such rights-of-way contains any restriction that is materially burdensome to the MarkWest Entities, taken as a whole.

Rights-of-Way. Each of the MarkWest Partnership Entities has such consents, easements, rights-of-way, permits or licenses from each person (collectively, “rights-of-way”) from each person as are necessary to conduct its business in the manner described, and subject to the limitations contained, contained in the Pricing Disclosure Package and the Time of Sale Prospectus, except for (i) qualifications, reservations and encumbrances as may be set forth in the Time of Sale Prospectus that would not have a Material Adverse Effect and (ii) such rights-of-way that, if not obtained, would not have, individually or in the aggregate, a Material Adverse Effect; other than as set forth, and subject to the limitations contained, in the Pricing Disclosure Package and the Time of Sale Prospectus, each of the MarkWest Partnership Entities has fulfilled and performed all its material obligations with respect to such rights-of-way and no 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 such rights-of-way, except for such revocations, terminations and impairments that would not have a Material Adverse Effect; and, except as described in the Pricing Disclosure Package and the Time of Sale Prospectus, none of such rights-of-way contains any restriction that is materially burdensome to the MarkWest Partnership Entities, taken as a whole.

Rights-of-Way. Each of the MarkWest The Partnership Entities has have such consents, easements, easements or rights-of-way, permits or licenses way from each person (collectively, “rights-of-way”) from each person as are necessary to conduct its their business in the manner described, and subject to the limitations contained, in the Pricing Disclosure Package and the Final Prospectus, except for (i) qualifications, reservations and encumbrances that would not have have, individually or in the aggregate, a Material Adverse Effect and (ii) such rights-of-way that, if not obtained, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; other than as set forth, and subject to the limitations contained, in the Pricing Disclosure Package and the Final Prospectus, each of the MarkWest Partnership Entities has have fulfilled and performed all its their material obligations with respect to such rights-of-way and no 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 such rights-of-way, except for such revocations, terminations and impairments that would not reasonably be expected to have a Material Adverse Effect; and, except as described in the Pricing Disclosure Package and the Final Prospectus, none of such rights-of-way contains any restriction that is materially burdensome to the MarkWest Partnership Entities, taken as a whole.

Rights-of-Way. Each of the MarkWest Partnership Entities has such consents, easements, rights-of-way, permits or licenses from each person (collectively, “rights-of-way”) from each person as are necessary to conduct its business in the manner describeddescribed in the Registration Statement and the most recent Preliminary Prospectus, and subject to the limitations contained, described in the Pricing Disclosure Package Registration Statement and the most recent Preliminary Prospectus, if any, except for (i) qualifications, reservations and encumbrances that would not have a Material Adverse Effect and (ii) such rights-of-way that, if not obtained, would not have, individually or in the aggregate, a Material Adverse Effect and (ii) qualifications, reservations and encumbrances with respect thereto that would not have a Material Adverse Effect; other than as set forth, and subject to the limitations contained, in the Pricing Disclosure Package and the Prospectus, each of the MarkWest Partnership Entities has has, or at the applicable Delivery Date will have, fulfilled and performed performed, in all material respects, its material obligations with respect to such rights-of-way and no 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 such rights-of-way, except for such revocations, terminations and impairments that that, individually or in the aggregate, would not have a Material Adverse Effect; and, except as described in the Pricing Disclosure Package and the Prospectus, none of such rights-of-way contains any restriction that is materially burdensome would reasonably be expected to have, individually or in the MarkWest Entitiesaggregate, taken as a wholeMaterial Adverse Effect.

Rights-of-Way. Each of the MarkWest Partnership Entities has has, directly or indirectly, such consents, easements, rights-of-way, permits or licenses from each person (collectively, “rights-of-way”) from each person as are necessary to conduct its business in the manner describeddescribed in the Registration Statement and the most recent Preliminary Prospectus, and subject to the limitations contained, described in the Pricing Disclosure Package Registration Statement and the most recent Preliminary Prospectus, if any, except for (i) qualifications, reservations and encumbrances with respect thereto that would not have a Material Adverse Effect and (ii) such rights-of-way that, if not obtained, would not have, individually or in the aggregate, a Material Adverse Effect; other than as set forth, and subject to the limitations contained, in the Pricing Disclosure Package and the Prospectus, each of the MarkWest Partnership Entities has fulfilled and performed performed, in all material respects, its material obligations with respect to such rights-of-way and no 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 such rights-of-way, except for such revocations, terminations and impairments that that, individually or in the aggregate, would not have a Material Adverse Effect; and, except as described in the Pricing Disclosure Package and the Prospectus, none of such rights-of-way contains any restriction that is materially burdensome would reasonably be expected to have, individually or in the MarkWest Entitiesaggregate, taken as a wholeMaterial Adverse Effect.

Rights-of-Way. Each The Company and each of the MarkWest Entities Subsidiaries has such consents, easements, rights-of-way, permits or licenses from each person (collectively, “rights-of-way”) from each person as are necessary to conduct its business in the manner described, and subject to the limitations contained, in the Pricing Disclosure Package and Registration Statement, the Prospectus or any Permitted Free Writing Prospectus, except for (i) qualifications, reservations and encumbrances that would not have a Material Adverse Effect and (ii) such rights-of-way that, if not obtained, would not have, individually or in the aggregate, a Material Adverse Effect; other than as set forth, and subject to the limitations contained, in the Pricing Disclosure Package and Registration Statement, the Prospectus or any Permitted Free Writing Prospectus, the Company and each of the MarkWest Entities Subsidiaries has fulfilled and performed all its material obligations with respect to such rights-of-way and no 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 such rights-of-way, except for such revocations, terminations and impairments that would not have a Material Adverse Effect; and, except as described in the Pricing Disclosure Package and Registration Statement, the Prospectus or any Permitted Free Writing Prospectus, none of such rights-of-way contains any restriction that is materially burdensome to the MarkWest EntitiesCompany and the Subsidiaries, taken as a whole.

Rights-of-Way. Each of the MarkWest Entities has such consents, easements, rights-of-way, permits or licenses (collectively, “"rights-of-way”") from each person as are necessary to conduct its business in the manner described, and subject to the limitations contained, in the Pricing Disclosure Package and the Prospectus, except for (i) qualifications, reservations and encumbrances that would not have a Material Adverse Effect and (ii) such rights-of-way that, if not obtained, would not have, individually or in the aggregate, a Material Adverse Effect; other than as set forth, and subject to the limitations contained, in the Pricing Disclosure Package and the Prospectus, each of the MarkWest Entities has fulfilled and performed all its material obligations with respect to such rights-of-way and no 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 such rights-of-way, except for such revocations, terminations and impairments that would not have a Material Adverse Effect; and, except as described in the Pricing Disclosure Package and the Prospectus, none of such rights-of-way contains any restriction that is materially burdensome to the MarkWest Entities, taken as a whole.

Rights-of-Way. Each of the MarkWest Partnership Entities has such consents, easements, rights-of-way, permits or licenses from each person (collectively, “rights-of-way”) from each person as are necessary to conduct its business in the manner describeddescribed in the Registration Statement, and subject to the limitations contained, in the Pricing Disclosure Package and the Prospectus, subject to the limitations described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, if any, except for (i) qualifications, reservations and encumbrances with respect thereto that would not have a Material Adverse Effect and (ii) such rights-of-way that, if not obtained, would not have, individually or in the aggregate, a Material Adverse Effect; other than as set forth, and subject to the limitations contained, in the Pricing Disclosure Package and the Prospectus, each of the MarkWest Partnership Entities has fulfilled and performed performed, in all material respects, its material obligations with respect to such rights-of-way way, and no 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 such rights-of-way, except for such revocations, terminations and impairments that that, individually or in the aggregate, would not have a Material Adverse Effect; and, except as described in the Pricing Disclosure Package and the Prospectus, none of such rights-of-way contains any restriction that is materially burdensome would reasonably be expected to have, individually or in the MarkWest Entitiesaggregate, taken as a wholeMaterial Adverse Effect.

Rights-of-Way. Each of the MarkWest Partnership Entities has such consents, easements, rights-of-way, permits or licenses from each person (collectively, “rights-of-way”) from each person as are necessary to conduct its respective business in the manner described, and subject to the limitations contained, in the Pricing Disclosure Package and the Prospectus, if any, except for (i) qualifications, reservations and encumbrances that would not have a Material Adverse Effect and (ii) such rights-of-way that, if not obtained, would not have, individually or in the aggregate, a Material Adverse Effect; other than as set forth, and subject to the limitations contained, in the Pricing Disclosure Package and the Prospectus, each of the MarkWest Partnership Entities has fulfilled and performed performed, in all material respects, its material respective obligations with respect to such rights-of-way and no 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 such rights-of-way, except for such revocations, terminations and impairments that individually or in the aggregate, would not have a Material Adverse Effect; and, except as described in the Pricing Disclosure Package and the Prospectus, if any, none of such rights-of-way contains any restriction that is materially burdensome to the MarkWest Partnership Entities, taken as a wholeindividually or in the aggregate.

Rights-of-Way. Each of the MarkWest Partnership Entities has such consents, easements, rights-of-way, permits or licenses from each person (collectively, “rights-of-way”) from each person as are necessary to conduct its business in the manner describeddescribed in the Registration Statement, and subject to the limitations contained, in the Pricing Disclosure Package and the Prospectus, subject to the limitations described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, if any, except for (i) qualifications, reservations and encumbrances that would not have a Material Adverse Effect and (ii) such rights-of-way that, if not obtained, would not have, individually or in the aggregate, a Material Adverse Effect and (ii) qualifications, reservations and encumbrances with respect thereto that would not have a Material Adverse Effect; other than as set forth, and subject to the limitations contained, in the Pricing Disclosure Package and the Prospectus, each of the MarkWest Partnership Entities has fulfilled and performed performed, in all material respects, its material obligations with respect to such rights-of-way and no 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 such rights-of-way, except for such revocations, terminations and impairments that that, individually or in the aggregate, would not have a Material Adverse Effect; and, except as described in the Pricing Disclosure Package and the Prospectus, none of such rights-of-way contains any restriction that is materially burdensome would reasonably be expected to have, individually or in the MarkWest Entitiesaggregate, taken as a wholeMaterial Adverse Effect.

Rights-of-Way. Each Except as described in or contemplated by the Prospectus, each of the MarkWest Entities Company and its Subsidiaries has such consents, easements, easements or rights-of-way, permits or licenses way from each person (collectively, “rights-of-way”) from each person as are necessary to conduct its business in the manner described, and subject to the limitations contained, described in the Pricing Disclosure Package and the Prospectus, except for (i) qualifications, reservations and encumbrances that would not have have, individually or in the aggregate, a Material Adverse Effect and (ii) such rights-of-way that, if not obtained, would not have, individually or in the aggregate, a Material Adverse Effect; other than as set forth, and subject to the limitations contained, contained in the Pricing Disclosure Package and the Prospectus, each of the MarkWest Entities Company and its Subsidiaries has fulfilled and performed all its material obligations with respect to such rights-of-way way, and no 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 such rights-of-way, except for such revocations, terminations and impairments that would not have have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; and, except as described in the Pricing Disclosure Package and the Prospectus, none of such rights-of-way contains any restriction that is materially burdensome to the MarkWest EntitiesCompany and its Subsidiaries, taken as a whole.

Rights-of-Way. Each of the MarkWest Partnership Entities has such consents, easements, rights-of-way, permits or licenses from each person (collectively, “rights-of-way”) from each person as are necessary to conduct its business in the manner described, and subject to the limitations contained, in the Pricing Disclosure Package and the Time of Sale Prospectus, except for (i) qualifications, reservations and encumbrances as may be set forth in the Time of Sale Prospectus that would not have a Material Adverse Effect and (ii) such rights-of-way that, if not obtained, would not have, individually or in the aggregate, a Material Adverse Effect; other than as set forth, and subject to the limitations contained, in the Pricing Disclosure Package and the Time of Sale Prospectus, each of the MarkWest Partnership Entities has fulfilled and performed all its material obligations with respect to such rights-of-way and no 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 such rights-of-way, except for such revocations, terminations and impairments that would not have a Material Adverse Effect; and, except as described in the Pricing Disclosure Package and the Time of Sale Prospectus, none of such rights-of-way contains any restriction that is materially burdensome to the MarkWest Partnership Entities, taken as a whole.

Rights-of-Way. Each of the MarkWest Partnership Entities has such consents, easements, rights-of-way, permits or licenses from each person (collectively, “rights-of-way”) from each person as are necessary to conduct its business in the manner describeddescribed in the Registration Statement and the most recent Preliminary Prospectus, and subject to the limitations contained, described in the Pricing Disclosure Package Registration Statement and the most recent Preliminary Prospectus, if any, except for (i) qualifications, reservations and encumbrances with respect thereto that would not have a Material Adverse Effect and (ii) such rights-of-way that, if not obtained, would not have, individually or in the aggregate, a Material Adverse Effect; other than as set forth, and subject to the limitations contained, in the Pricing Disclosure Package and the Prospectus, each of the MarkWest Partnership Entities has has, or at the applicable Delivery Date will have, fulfilled and performed performed, in all material respects, its material obligations with respect to such rights-of-way and no 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 such rights-of-way, except for such revocations, terminations and impairments that that, individually or in the aggregate, would not have a Material Adverse Effect; and, except as described in the Pricing Disclosure Package and the Prospectus, none of such rights-of-way contains any restriction that is materially burdensome would reasonably be expected to have, individually or in the MarkWest Entitiesaggregate, taken as a wholeMaterial Adverse Effect.

Rights-of-Way. Each of the MarkWest The Partnership Entities has have such consents, easements, easements or rights-of-way, permits or licenses way from each person (collectively, “rights-of-way”) from each person as are necessary to conduct its their business in the manner described, and subject to the limitations contained, in the Pricing Disclosure Package and the ProspectusPackage, except for (i) qualifications, reservations and encumbrances that would not have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (ii) such rights-of-way that, if not obtained, would not have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; other than as set forth, and subject to the limitations contained, in the Pricing Disclosure Package and Package, the Prospectus, each of the MarkWest Partnership Entities has have fulfilled and performed all its their material obligations with respect to such rights-of-way and no 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 such rights-of-way, except for such revocations, terminations and impairments that would not have a Material Adverse Effect; and, except as described in the Pricing Disclosure Package and the ProspectusPackage, none of such rights-rights- of-way contains any restriction that is materially burdensome to the MarkWest Partnership Entities, taken as a whole.

Rights-of-Way. Each of the MarkWest The Partnership Entities has have such consents, easements, easements or rights-of-way, permits or licenses way from each person (collectively, “rights-of-way”) from each person as are necessary to conduct its their business in the manner described, and subject to the limitations contained, in the Pricing Disclosure Package and the ProspectusPackage, except for (i) qualifications, reservations and encumbrances that that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect and (ii) such rights-of-way that, if not obtained, would not havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; other than as set forth, and subject to the limitations contained, in the Pricing Disclosure Package and Package, the Prospectus, each of the MarkWest Partnership Entities has have fulfilled and performed all its their material obligations with respect to such rights-of-way and no 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 such rights-of-way, except for such revocations, terminations and impairments that would not have a Material Adverse Effect; and, except as described in the Pricing Disclosure Package and the ProspectusPackage, none of such rights-of-way contains any restriction that is materially burdensome to the MarkWest Partnership Entities, taken as a whole.

Rights-of-Way. Each Except as described in or contemplated by the Prospectus, each of the MarkWest Entities Corporation and its Subsidiaries has such consents, easements, easements or rights-of-way, permits or licenses way from each person (collectively, “rights-of-way”) from each person as are necessary to conduct its business in the manner described, and subject to the limitations contained, described in the Pricing Disclosure Package and the Prospectus, except for (i) qualifications, reservations and encumbrances that would not have have, individually or in the aggregate, a Material Adverse Effect and (ii) such rights-of-way that, if not obtained, would not have, individually or in the aggregate, a Material Adverse Effect; other than as set forth, and subject to the limitations contained, in the Pricing Disclosure Package and the Prospectus, each of the MarkWest Entities Corporation and its Subsidiaries has fulfilled and performed all its material obligations with respect to such rights-of-way way, and no 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 such rights-of-way, except for such revocations, terminations and impairments that would not have have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; and, except as described in the Pricing Disclosure Package and the Prospectus, none of such rights-of-way contains any restriction that is materially burdensome to the MarkWest EntitiesCorporation and its Subsidiaries, taken as a whole.

Rights-of-Way. Each of the MarkWest Crosstex Entities has such consents, easements, rights-of-way, permits or licenses from each person (collectively, “"rights-of-way”") from each person as are necessary to conduct its business in the manner described, and subject to the limitations contained, in the Pricing Disclosure Package and the Prospectus, except for (i) qualifications, reservations and encumbrances that would not have a Material Adverse Effect and (ii) such rights-of-way that, if not obtained, would not have, individually or in the aggregate, a Material Adverse Effect; other than as set forth, and subject to the limitations contained, in the Pricing Disclosure Package and the Prospectus, each of the MarkWest Crosstex Entities has fulfilled and performed all its material obligations with respect to such rights-of-way and no 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 such rights-of-way, except for such revocations, terminations and impairments that would not have a Material Adverse Effect; and, except as described in the Pricing Disclosure Package and the Prospectus, none of such rights-of-way contains any restriction that is materially burdensome to the MarkWest Crosstex Entities, taken as a whole.

Rights-of-Way. Each of the MarkWest Partnership Entities has such consents, easements, rights-of-way, permits or licenses from each person (collectively, “rights-of-way”) from each person as are necessary to conduct its respective business in the manner described, and subject to the limitations contained, in the Pricing Disclosure Package Registration Statement and the Prospectus, if any, except for (i) qualifications, reservations and encumbrances that would not have a Material Adverse Effect and (ii) such rights-of-way that, if not obtained, would not have, individually or in the aggregate, a Material Adverse Effect; other than as set forth, and subject to the limitations contained, in the Pricing Disclosure Package Registration Statement and the Prospectus, each of the MarkWest Partnership Entities has fulfilled and performed performed, in all material respects, its material respective obligations with respect to such rights-of-way and no 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 such rights-of-way, except for such revocations, terminations and impairments that individually or in the aggregate, would not have a Material Adverse Effect; and, except as described in the Pricing Disclosure Package Registration Statement and the Prospectus, if any, none of such rights-of-way contains any restriction that is materially burdensome to the MarkWest Partnership Entities, taken as a wholeindividually or in the aggregate.

Rights-of-Way. Each of the MarkWest Partnership Entities has such consents, easements, rights-of-way, permits or licenses from each person (collectively, “"rights-of-way”") from each person as are necessary to conduct its business in the manner described, and subject to the limitations contained, in the Pricing Disclosure Package Preliminary Offering Memorandum and the ProspectusOffering Memorandum, except for (i) qualifications, reservations and encumbrances that would not have a Material Adverse Effect and (ii) such rights-of-way that, if not obtained, would not have, individually or in the aggregate, a Material Adverse Effect; other than as set forth, and subject to the limitations contained, in the Pricing Disclosure Package Preliminary Offering Memorandum and the ProspectusOffering Memorandum, each of the MarkWest Partnership Entities has fulfilled and performed all its material obligations with respect to such rights-of-way and no 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 such rights-of-way, except for such revocations, terminations and impairments that would not have a Material Adverse Effect; and, except as described in the Pricing Disclosure Package Preliminary Offering Memorandum and the ProspectusOffering Memorandum, none of such rights-of-way contains any restriction that is materially burdensome to the MarkWest Partnership Entities, taken as a whole.