Common use of Title to Properties and Rights of Way Clause in Contracts

Title to Properties and Rights of Way. (a) Each of the Enogex Group Entities has defensible title to all material real property and good title to all material tangible personal property owned by the Enogex Group Entities and that is sufficient for the operation of their respective Businesses as presently conducted, free and clear of all Encumbrances except Permitted Encumbrances. (b) Each of the Enogex Group Entities has Rights-of-Way as are sufficient to conduct its Business in the manner described, and subject to the limitations contained, in Section 4.11(b) of the OGE Disclosure Schedule, except for (1) qualifications, reservations and encumbrances as may be set forth in Section 4.11(b) of the OGE Disclosure Schedule and (2) such Rights-of-Way the absence of which could not, individually or in the aggregate, reasonably be expected to result in an Enogex Material Adverse Effect. Other than as set forth in Section 4.11(b) of the OGE Disclosure Schedule, and subject to the limitations contained, in Section 4.11(b) of the OGE Disclosure Schedule, each of the Enogex Group 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 could not, individually or in the aggregate, reasonably be expected to result in an Enogex Material Adverse Effect; and, except as described in Section 4.11(b) of the OGE Disclosure Schedule, none of such Rights-of-Way contains any restriction that is materially burdensome to the Enogex Group Entities, taken as a whole.

Title to Properties and Rights of Way. (a) Each of the Enogex Buyer Group Entities has defensible indefeasible title to all material real property and good title to all material tangible personal property owned by such Buyer Group Entity, in each case which is material to the Enogex business of such Buyer Group Entities and that is sufficient for the operation of their respective Businesses as presently conductedEntity, free and clear of all Encumbrances except Permitted EncumbrancesEncumbrances except as would not, individually or in the aggregate, constitute a Buyer Material Adverse Effect. (b) Each of the Enogex Buyer Group Entities owns or has Rightsthe right to use such rights-of-Way way as are sufficient necessary to conduct its Business business in the manner described, and subject to described in the limitations contained, in Section 4.11(b) of the OGE Disclosure ScheduleBuyer SEC Reports, except for (1) qualifications, reservations and encumbrances as may be set forth in Section 4.11(b) of the OGE Disclosure Schedule and (2) such Rightsrights-of-Way way the absence of which could would not, individually or in the aggregate, reasonably be expected to result in an Enogex a Buyer Material Adverse Effect. Other than as set forth Each such right-of-way is valid and enforceable, except to the extent that enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in Section 4.11(b) a Proceeding in equity or at law), and grant the rights purported to be granted thereby and all rights necessary thereunder for the current operation of the OGE Disclosure Schedule, and subject to the limitations contained, in Section 4.11(b) businesses of the OGE Disclosure ScheduleBuyer Group Entities, each except where the failure of any such right-of-way to be valid or enforceable or to grant the rights purported to be granted thereby or necessary thereunder would not, individually or in the aggregate, result in an Buyer Material Adverse Effect. Each of the Enogex Buyer Group Entities has fulfilled and performed all its material obligations with respect to such Rightsrights-of-Way and way and, to the knowledge of the Buyer Parties, 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 any failure to fulfill or perform any for such revocations, terminations and impairments that could would not, individually or in the aggregate, reasonably be expected to result in an Enogex a Buyer Material Adverse Effect; and, except as described in Section 4.11(b) of the OGE Disclosure Schedule, none of and no such Rightsrights-of-Way contains way contain any restriction that is materially burdensome to prevents the Enogex operation of the businesses of the Buyer Group Entities, taken as a whole, and as currently conducted. (c) There is no pending (or, to the Knowledge of the Buyer Parties, threatened) condemnation of any material part of the real property used and necessary for the conduct of the businesses of the Buyer Group Entities, as they are presently conducted, by any Governmental Entity or other Person.

Title to Properties and Rights of Way. (a) Each of the Enogex MLP Group Entities has defensible indefeasible title to all material real property and good title to all material tangible personal property owned by such MLP Group Entity, in each case which is material to the Enogex business of such MLP Group Entities and that is sufficient for the operation of their respective Businesses as presently conductedEntity, free and clear of all Encumbrances except Permitted Encumbrances, except as would not, individually or in the aggregate, constitute an MLP Material Adverse Effect. (b) Each of the Enogex MLP Group Entities owns or has Rightsthe right to use such consents, easements, rights-of-Way way, permits or licenses from each Person (collectively, “rights-of-way”) as are sufficient necessary to conduct its Business business in the manner described, and subject to described in the limitations contained, in Section 4.11(b) of the OGE Disclosure ScheduleMLP SEC Reports, except for (1) qualifications, reservations and encumbrances as may be set forth in Section 4.11(b) of the OGE Disclosure Schedule and (2) such Rightsrights-of-Way way the absence of which could would not, individually or in the aggregate, reasonably be expected to result in an Enogex MLP Material Adverse Effect. Other than as set forth Each such right-of-way is valid and enforceable, except to the extent that enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in Section 4.11(b) a Proceeding in equity or at law), and grant the rights purported to be granted thereby and all rights necessary thereunder for the current operation of the OGE Disclosure Schedule, and subject to the limitations contained, in Section 4.11(b) businesses of the OGE Disclosure ScheduleMLP Group Entities, each except where the failure of any such right-of-way to be valid or enforceable or to grant the rights purported to be granted thereby or necessary thereunder would not, individually or in the aggregate, result in an MLP Material Adverse Effect. Each of the Enogex MLP Group Entities has fulfilled and performed all its material obligations with respect to such Rightsrights-of-Way and way and, to the Knowledge of the MLP Parties, 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 any failure to fulfill or perform or any such revocations, terminations and impairments that could would not, individually or in the aggregate, reasonably be expected to result in an Enogex MLP Material Adverse Effect; and, except as described in Section 4.11(b) of the OGE Disclosure Schedule, none of and no such Rightsrights-of-Way contains way contain any restriction that is materially burdensome to prevents the Enogex operation of the businesses of the MLP Group Entities, taken as a whole, and as currently conducted. (c) There is no pending (or, to the Knowledge of the MLP Parties, threatened) condemnation of any material part of the real property used and necessary for the conduct of the businesses of the MLP Group Entities, as they are presently conducted, by any Governmental Entity or other Person.

Title to Properties and Rights of Way. (a) Each of the Enogex ETIH Group Entities has defensible title to all material real property and good title to all material tangible personal property owned by the Enogex ETIH Group Entities and that is sufficient for the operation of their respective Businesses as presently conducted, free and clear of all Encumbrances except Permitted Encumbrances. (b) Each of the Enogex ETIH Group Entities has such consents, easements, rights-of-way, permits or licenses from each Person (collectively, “Rights-of-Way Way”) as are sufficient to conduct its Business in the manner described, and subject to the limitations contained, in Section 4.11(b3.11(b) of the OGE ETP Disclosure Schedule, except for (1) qualifications, reservations and encumbrances as may be set forth in Section 4.11(b3.11(b) of the OGE ETP Disclosure Schedule and (2) such Rights-of-Way the absence of which could not, individually or in the aggregate, reasonably be expected to result in an Enogex ETIH Material Adverse Effect. Other than as set forth in Section 4.11(b3.11(b) of the OGE ETP Disclosure Schedule, and subject to the limitations contained, in Section 4.11(b3.11(b) of the OGE ETP Disclosure Schedule, each of the Enogex ETIH Group 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 could not, individually or in the aggregate, reasonably be expected to result in an Enogex ETIH Material Adverse Effect; and, except as described in Section 4.11(b3.11(b) of the OGE ETP Disclosure Schedule, none of such Rights-of-Way contains any restriction that is materially burdensome to the Enogex ETIH Group Entities, taken as a whole.

Title to Properties and Rights of Way. (a) Each of the Enogex MLP Group Entities has defensible title to all material real property and good title to all material tangible personal property owned by the Enogex MLP Group Entities and that which is sufficient for the operation of their respective Businesses businesses as presently conducted, free and clear of all Encumbrances except Permitted Encumbrances. (b) Each of the Enogex MLP Group Entities has Rightssuch consents, easements, rights-of-Way way, permits or licenses from each Person (collectively, “rights-of-way”) as are sufficient to conduct its Business business in the manner described, and subject to the limitations contained, in Section 4.11(b) of any MLP SEC Report filed on or prior to the OGE Disclosure ScheduleExecution Date, except for (1) qualifications, reservations and encumbrances as may be set forth in Section 4.11(b) of any MLP SEC Report filed on or prior to the OGE Disclosure Schedule Execution Date and (2) such Rightsrights-of-Way way the absence of which could would not, individually or in the aggregate, reasonably be expected to result in an Enogex MLP Material Adverse Effect. Other than as set forth in Section 4.11(b) of the OGE Disclosure Scheduleforth, and subject to the limitations contained, in Section 4.11(b) of any MLP SEC Report filed on or prior to the OGE Disclosure ScheduleExecution Date, each of the Enogex MLP Group Entities 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 revocations, terminations and impairments that could not, would not individually or in the aggregate, reasonably be expected to result in an Enogex MLP Material Adverse Effect; and, except as described in Section 4.11(b) of any MLP SEC Report filed on or prior to the OGE Disclosure ScheduleExecution Date, none of such Rightsrights-of-Way way contains any restriction that is materially burdensome to the Enogex MLP Group Entities, taken as a whole.

Title to Properties and Rights of Way. (a) Each of the Enogex Buyer Group Entities has defensible title to all material real property and good title to all material tangible personal property owned by the Enogex Buyer Group Entities and that which is sufficient for the operation of their respective Businesses businesses as presently conducted, free and clear of all Encumbrances except Permitted Encumbrances. (b) Each of the Enogex Buyer Group Entities has Rightssuch rights-of-Way way as are sufficient to conduct its Business business in the manner described, and subject to the limitations contained, in Section 4.11(b) of any Buyer SEC Report filed on or prior to the OGE Disclosure ScheduleExecution Date, except for (1) qualifications, reservations and encumbrances as may be set forth in Section 4.11(b) of any Buyer SEC Report filed on or prior to the OGE Disclosure Schedule Execution Date and (2) such Rightsrights-of-Way way the absence of which could would not, individually or in the aggregate, reasonably be expected to result in an Enogex a Buyer Material Adverse Effect. Other than as set forth in Section 4.11(b) of the OGE Disclosure Scheduleforth, and subject to the limitations contained, in Section 4.11(b) of any Buyer SEC Report filed on or prior to the OGE Disclosure ScheduleExecution Date, each of the Enogex Buyer Group Entities 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 revocations, terminations and impairments that could not, would not individually or in the aggregate, reasonably be expected to result in an Enogex a Buyer Material Adverse Effect; and, except as described in Section 4.11(b) of any Buyer SEC Report filed on or prior to the OGE Disclosure ScheduleExecution Date, none of such Rightsrights-of-Way way contains any restriction that is materially burdensome to the Enogex Buyer Group Entities, taken as a whole.