Common use of Rights-of-Way Clause in Contracts

Rights-of-Way. Each of the Plains Entities, directly or indirectly, has such consents, easements, rights-of-way or licenses from any person (“rights-of-way”) as are necessary to conduct its business in the manner described in the Pricing Disclosure Package and the Prospectus, subject to such qualifications as may be set forth in the Pricing Disclosure Package and the Prospectus and except for such rights-of-way the failure of which to have obtained would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; each of the Plains Entities, directly or indirectly, 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 failures to perform, revocations, terminations and impairments that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, subject in each case to such qualification as may be set forth in the Pricing Disclosure Package and the Prospectus.

Rights-of-Way. Each of the Plains Entities, directly or indirectly, has such consents, easements, rights-of-way or licenses from any person (“rights-of-way”) as are necessary to conduct its business in the manner described in the Pricing Disclosure Package and the Prospectus, subject to such qualifications as may be set forth in the Pricing Disclosure Package and the Prospectus and except for such rights-of-way the failure of which to have obtained would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; each of the Plains Entities, directly or indirectly, 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 failures to perform, revocations, terminations and impairments that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, subject in each case to such qualification as may be set forth in the Pricing Disclosure Package and the Prospectus.

Rights-of-Way. Each At the Closing Date and each Option Closing Date, if any, after giving effect to the Formation Transactions, each of the Plains Entities, directly or indirectly, has Partnership Entities will have such consents, easements, rights-of-way or licenses from any person (collectively, “rights-of-way”) as are necessary to conduct its business in the manner described in the Pricing Registration Statement, the General Disclosure Package and the Prospectus, subject to such qualifications as may be set forth in the Pricing Registration Statement, the General Disclosure Package and the Prospectus and Prospectus, except for such rights-of-way the failure of which to have obtained obtain, would not reasonably be expected to haveresult in, individually or in the aggregate, a Material Adverse Effect; and each of the Plains Entities, directly or indirectly, has Partnership Entities will have fulfilled and performed all of its material obligations with respect to such rights-of-way and no event has shall have 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 failures to perform, revocations, terminations termination and impairments that would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse EffectEffect upon the ability of the Partnership Entities, taken as a whole, to conduct their businesses in all material respects as currently conducted and as contemplated in the General Disclosure Package, subject in each case to such qualification qualifications as may be set forth in the Pricing General Disclosure Package and the ProspectusPackage.

Rights-of-Way. Each of the Plains Entities, directly or indirectly, Partnership Entities has such consents, easements, rights-of-way way, permits or licenses from any each person (“collectively, "rights-of-way”") as are necessary to conduct its business in the manner described described, and subject to the limitations contained, in the Pricing Registration Statement, the Disclosure Package and the Prospectus, subject to such qualifications except for (i) qualifications, reservations and encumbrances as may be set forth in the Pricing Registration Statement, the Disclosure Package and the Prospectus that would not have a Material Adverse Effect and except for (ii) such rights-of-way the failure of which to have obtained 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 Registration Statement, the Disclosure Package and the Prospectus, each of the Plains Entities, directly or indirectly, 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 failures to perform, revocations, terminations and impairments that would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect; and, subject in each case to such qualification except as may be set forth described in the Pricing Registration Statement, the Disclosure Package and the Prospectus, none of such rights-of-way contains any restriction that is materially burdensome to the Partnership Entities, taken as a whole.

Rights-of-Way. Each of the Plains Partnership Group Entities, directly or indirectly, has such consents, easements, rights-of-way or licenses from any person (“rights-of-way”) as are necessary to conduct its business in the manner described in the Pricing Disclosure Package and the Prospectus, subject to such qualifications as may be set forth in the Pricing Disclosure Package and the Prospectus and except for such rights-of-way the failure of which to have obtained would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; each of the Plains Partnership Group Entities, directly or indirectly, 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 failures to perform, revocations, terminations and impairments that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, subject in each case to such qualification as may be set forth in the Pricing Disclosure Package and the Prospectus.

Rights-of-Way. Each of the Plains Entities, directly or indirectly, has The Partnership and its subsidiaries have such consents, easements, rights-of-way or licenses from any person (collectively, “rights-of-way”) as are necessary to conduct its business in the manner described in the Pricing Disclosure Package Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Pricing Disclosure Package Registration Statement and the Prospectus and Prospectus, except for such rights-of-way the failure of which to have obtained obtain, would not reasonably be expected to haveresult in, individually or in the aggregate, a Material Adverse Effect; each of and the Plains Entities, directly or indirectly, has Partnership and its subsidiaries have fulfilled and performed all of 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 failures to perform, revocations, terminations termination and impairments that would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse EffectEffect upon the ability of the Partnership and its subsidiaries to conduct its business in all material respects as currently conducted and as contemplated in the Prospectus to be conducted, subject in each case to such qualification qualifications as may be set forth in the Pricing Disclosure Package and the Prospectus.

Rights-of-Way. Each of the Plains Entities, directly or indirectly, has such consents, easements, rights-of-way or licenses from any person (“rights-of-way”) as are necessary to conduct its business in the manner described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus and except for such rights-of-way the failure of which to have obtained would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; each of the Plains Entities, directly or indirectly, 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 failures to perform, revocations, terminations and impairments that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, subject in each case to such qualification as may be set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Rights-of-Way. Each of the Plains Entities, directly or indirectly, has such consents, easements, rights-of-way or licenses from any person (“rights-of-way”) as are necessary to conduct its business in the manner described in the Pricing Disclosure Package and the Prospectus, subject to such qualifications as may be set forth in the Pricing Disclosure Package and the Prospectus and except for such rights-of-way the failure of which to have obtained would not reasonably be expected to haveto, individually or in the aggregate, have a Material Adverse Effect; each of the Plains Entities, directly or indirectly, 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 failures to perform, revocations, terminations and impairments that would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect, subject in each case to such qualification as may be set forth in the Pricing Disclosure Package and the Prospectus.

Rights-of-Way. Each of the Plains Entities, directly or indirectly, Partnership Entities has such consents, easements, rights-of-way or licenses from any person (collectively, “rights-of-way”) as are necessary to conduct its business in the manner described in the Pricing Registration Statement, the General Disclosure Package and the Prospectus, subject to such qualifications as may be set forth in the Pricing Registration Statement, the General Disclosure Package and the Prospectus and Prospectus, except for such rights-of-way the failure of which to have obtained obtain, would not reasonably be expected to haveresult in, individually or in the aggregate, a Material Adverse Effect; and each of the Plains Entities, directly or indirectly, Partnership Entities has fulfilled and performed all of 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 failures to perform, revocations, terminations termination and impairments that would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse EffectEffect upon the ability of the Partnership Entities, taken as a whole, to conduct their businesses in all material respects as currently conducted and as contemplated in the General Disclosure Package, subject in each case to such qualification qualifications as may be set forth in the Pricing General Disclosure Package and the ProspectusPackage.

Rights-of-Way. Each of the Plains Entities, directly or indirectly, has The Company and its subsidiaries have such consents, easements, rights-of-way or licenses from any person (collectively, “rights-of-way”) as are necessary to conduct its business as currently conducted in the manner described in the Pricing Disclosure Package Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Pricing Disclosure Package Registration Statement and the Prospectus and Prospectus, except for such rights-of-way the failure of which to have obtained obtain, would not reasonably be expected to haveresult in, individually or in the aggregate, a Material Adverse Effect; each of and the Plains Entities, directly or indirectly, has Company and its subsidiaries have fulfilled and performed all of 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 failures to perform, revocations, terminations termination and impairments that would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse EffectEffect upon the ability of the Company and its subsidiaries to conduct its business in all material respects as currently conducted and as contemplated in the Prospectus to be conducted, subject in each case to such qualification qualifications as may be set forth in the Pricing Disclosure Package and the Prospectus.

Rights-of-Way. Each of the Plains EntitiesPartnership Entities has, directly or indirectlyand on the Closing Date and each Option Closing Date, has if any, will have, such consents, easements, rights-of-way or licenses from any person (collectively, “rights-of-way”) as are necessary to conduct its business in the manner described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus and Prospectus, except for such rights-of-way the failure of which to have obtained obtain, would not reasonably be expected to haveresult in, individually or in the aggregate, a Material Adverse Effect; and each of the Plains Entities, directly or indirectly, Partnership Entities has fulfilled and performed all of 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 failures to perform, revocations, terminations termination and impairments that would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse EffectEffect upon the ability of the Partnership Entities, taken as a whole, to conduct their businesses in all material respects as currently conducted and as contemplated in the Pricing Disclosure Package, subject in each case to such qualification qualifications as may be set forth in the Pricing Disclosure Package and the ProspectusPackage.

Rights-of-Way. Each of the Plains Entities, directly or indirectly, has The Partnership and its subsidiaries have such consents, easements, rights-of-way or licenses from any person (collectively, “rights-of-way”) as are necessary to conduct its business in the manner described in the Pricing Disclosure Package Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Pricing Disclosure Package Registration Statement and the Prospectus and Prospectus, except for such rights-of-way the failure of which to have obtained obtain, would not reasonably be expected to haveresult in, individually or in the aggregate, a Material Adverse Effect; each of and the Plains Entities, directly or indirectly, has Partnership and its subsidiaries have fulfilled and performed all its of their respective 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 failures to perform, revocations, terminations termination and impairments that would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse EffectEffect upon the ability of the Partnership and its subsidiaries to conduct the Partnership’s business in all material respects as currently conducted and as contemplated in the Prospectus to be conducted, subject in each case to such qualification qualifications as may be set forth in the Pricing Disclosure Package and the Prospectus.

Rights-of-Way. Each of the Plains Entities, directly or indirectly, Partnership Entities has such consents, easements, rights-of-way or licenses from any person (collectively, “rights-of-way”) as are necessary to conduct its business in the manner described in the Pricing Disclosure Package Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Pricing Disclosure Package Registration Statement and the Prospectus and Prospectus, except for such rights-of-way the failure of which to have obtained obtain, would not reasonably be expected to haveresult in, individually or in the aggregate, a Material Adverse Effect; and each of the Plains Entities, directly or indirectly, Partnership Entities has fulfilled and performed all of 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 failures to perform, revocations, terminations termination and impairments that would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse EffectEffect upon the ability of the Partnership Entities, taken as a whole, to conduct their businesses in all material respects as currently conducted and as contemplated in the Prospectus to be conducted, subject in each case to such qualification qualifications as may be set forth in the Pricing Disclosure Package and the Prospectus.

Rights-of-Way. Each of the Plains Entities, directly or indirectly, has such consents, easements, rights-of-way or licenses from any person (“rightsRights-of-wayWay”) from such persons as are necessary to conduct its business in the manner described in the Pricing Disclosure Package and the ProspectusPlains SEC Documents, subject to such qualifications as may be set forth in the Pricing Disclosure Package and the Prospectus Plains SEC Documents and except for such rightsRights-of-way Way the failure of which to have obtained would not reasonably be have been expected to have, individually or in the aggregate, a Material Adverse Effect; each of the Plains Entities, directly or indirectly, has fulfilled and performed all its material obligations with respect to such rightsRights-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 rightsRights-of-wayWay, except for such failures to perform, revocations, terminations and impairments that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, subject in each case to such qualification as may be set forth in the Pricing Disclosure Package and the ProspectusPlains SEC Documents.

Rights-of-Way. Each of the Plains Entities, directly or indirectly, has The Partnership and its subsidiaries have such consents, easements, rights-of-way or licenses from any person (collectively, “rights-of-way”) as are necessary to conduct its business in the manner described in the Pricing Disclosure Package Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Pricing Disclosure Package Registration Statement and the Prospectus and Prospectus, except for such rights-of-way the failure of which to have obtained obtain, would not reasonably be expected to haveresult in, individually or in the aggregate, a Material Adverse Effect; each of and the Plains Entities, directly or indirectly, has Partnership and its subsidiaries have fulfilled and performed all of 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-rights- of-way, except for such failures to perform, revocations, terminations termination and impairments that would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse EffectEffect upon the ability of the Partnership and its subsidiaries to conduct its business in all material respects as currently conducted and as contemplated in the Prospectus to be conducted, subject in each case to such qualification qualifications as may be set forth in the Pricing Disclosure Package and the Prospectus.

Rights-of-Way. Each of the Plains Entities, directly or indirectly, Partnership Entities has such consents, easements, rights-of-way or licenses from any person (collectively, “rights-of-way”) as are necessary to conduct its business in the manner described in the Pricing Disclosure Package and Registration Statement, the Prospectus or any Permitted Free Writing Prospectus, subject to such qualifications as may be set forth in the Pricing Disclosure Package and Registration Statement, the Prospectus and or any Permitted Free Writing Prospectus, except for such rights-of-way the failure of which to have obtained obtain, would not reasonably be expected to haveresult in, individually or in the aggregate, a Material Adverse Effect; and each of the Plains Entities, directly or indirectly, Partnership Entities has fulfilled and performed all of 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 failures to perform, revocations, terminations termination and impairments that would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse EffectEffect upon the ability of the Partnership Entities, taken as a whole, to conduct their businesses in all material respects as currently conducted and as contemplated in the Prospectus, subject in each case to such qualification qualifications as may be set forth in the Pricing Disclosure Package and the Prospectus.

Rights-of-Way. Each of the Plains Entities, directly or indirectly, Partnership Entities has such consents, easements, permits, rights-of-way or licenses from any person (collectively, “rights-of-way”) as are necessary to conduct its business in the manner described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus and Prospectus, except for such rights-of-way the failure of which to have obtained obtain, would not reasonably be expected to haveresult in, individually or in the aggregate, a Material Adverse Effect; and each of the Plains Entities, directly or indirectly, Partnership Entities has fulfilled and performed all of 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 failures to perform, revocations, terminations termination and impairments that would not reasonably be expected to have a Material Adverse Effect, subject in each case to such qualifications as may be set forth in the Pricing Disclosure Package and the Prospectus; and none of such rights-of-way contains any restriction that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, subject in each case to such qualification as may be set forth in the Pricing Disclosure Package and the Prospectus.

Rights-of-Way. Each of the Plains PNG Entities, directly or indirectly, has such consents, easements, rights-of-way or licenses from any person (“rights-of-way”) as are necessary to conduct its business in the manner described in the Pricing Disclosure Package and the Prospectus, subject to such qualifications as may be set forth in the Pricing Disclosure Package and the Prospectus and except for such rights-of-way the failure of which to have obtained would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; each of the Plains PNG Entities, directly or indirectly, 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 failures to perform, revocations, terminations and impairments that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, subject in each case to such qualification as may be set forth in the Pricing Disclosure Package and the Prospectus.