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

Title to Properties and Rights of Way. (a) Each of the Acquirer Entities owns and has good and valid fee simple title to all of its owned real property and has valid leasehold interests in all of its leased real properties (other than hydrocarbon interests) free and clear of all Encumbrances (except in all cases for Permitted Encumbrances and obligations owing by the property owner (with respect to the owned real property) or the third-party owner or lessee under the applicable lease (with respect to the leased real properties)). Except as would not be material to the Acquirer Entities, taken as a whole, all leases under which any of the Acquirer Entities lease any real property (other than hydrocarbon interests) are valid and effective against such Acquirer Entities and, to Acquirer’s Knowledge, the counterparties thereto, in accordance with their respective terms and there is not, under any of such leases, any existing material default by any of the Acquirer Entities or, to Acquirer’s Knowledge, the counterparties thereto, or, to Acquirer’s Knowledge, any event which, with notice or lapse of time or both, would become a material default by any of the Acquirer Entities, or, to Acquirer’s Knowledge, the counterparties thereto. (b) All tangible personal property owned, leased or licensed by the applicable Acquirer Entity that is material to the operations of the Acquirer Entity is, in all material respects, in good repair, working order and operating condition and adequate for its present uses by the Acquirer Entity, ordinary wear and tear excepted. (c) Each of the Acquirer Entities owns or has the right to use such rights-of-way as are sufficient to conduct its business in the manner currently conducted, except for (i) Permitted Encumbrances and (ii) such rights-of-way the absence of which would not materially affect the operation of the business of the Acquirer Entities, taken as a whole.

Title to Properties and Rights of Way. (a) Each of the Acquirer CMLP Group Entities owns and has good and valid fee simple indefeasible title to all of its owned material real property and has valid leasehold interests good title to all material tangible personal property owned by such CMLP Group Entity, in all each case which is material to the business of its leased real properties (other than hydrocarbon interests) such CMLP Group Entity, free and clear of all Encumbrances (Liens except in all cases for Permitted Encumbrances and obligations owing by the property owner (with respect to the owned real property) or the third-party owner or lessee under the applicable lease (with respect to the leased real properties)). Except Liens, except as would not be material to the Acquirer Entities, taken as a whole, all leases under which any of the Acquirer Entities lease any real property (other than hydrocarbon interests) are valid and effective against such Acquirer Entities and, to Acquirer’s Knowledge, the counterparties thereto, in accordance with their respective terms and there is not, under any of such leasesindividually or in the aggregate, any existing material default by any of the Acquirer Entities or, to Acquirer’s Knowledge, the counterparties thereto, or, to Acquirer’s Knowledge, any event which, with notice or lapse of time or both, would become a material default by any of the Acquirer Entities, or, to Acquirer’s Knowledge, the counterparties theretoconstitute CMLP Material Adverse Effect. (b) All tangible personal property owned, leased or licensed by the applicable Acquirer Entity that is material to the operations of the Acquirer Entity is, in all material respects, in good repair, working order and operating condition and adequate for its present uses by the Acquirer Entity, ordinary wear and tear excepted. (c) Each of the Acquirer CMLP Group Entities owns or has the 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 in the manner currently conducteddescribed in the CMLP SEC Reports, except for (i) Permitted Encumbrances and (ii) such rights-of-way the absence of which would not not, individually or in the aggregate, result in an CMLP Material Adverse Effect. 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 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 businesses of the CMLP Group Entities, 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 a CMLP Material Adverse Effect. Each of the CMLP Group Entities has fulfilled and performed all its material obligations with respect to such rights-of-way and, to the knowledge of CH, 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 any failure to fulfill or perform or any such revocations, terminations and impairments that would not, individually or in the aggregate, result in a CMLP Material Adverse Effect; and no such rights-of-way contain any restriction that materially affect prevents the operation of the business businesses of the Acquirer CMLP Group Entities, taken as a whole, and as currently conducted. (c) There is no pending (or, to the knowledge of CH, threatened) condemnation of any material part of the real property used and necessary for the conduct of the businesses of the CMLP Group Entities, as they are presently conducted, by any Governmental Authority or other Person.

Title to Properties and Rights of Way. (a) Each of the Acquirer NRGY Group Entities owns and has good and valid fee simple indefeasible title to all of its owned material real property and has valid leasehold interests good title to all material tangible personal property owned by such NRGY Group Entity, in all each case which is material to the business of its leased real properties (other than hydrocarbon interests) such NRGY Group Entity, free and clear of all Encumbrances (Liens except in all cases for Permitted Encumbrances and obligations owing by the property owner (with respect to the owned real property) or the third-party owner or lessee under the applicable lease (with respect to the leased real properties)). Except Liens except as would not be material to the Acquirer Entities, taken as a whole, all leases under which any of the Acquirer Entities lease any real property (other than hydrocarbon interests) are valid and effective against such Acquirer Entities and, to Acquirer’s Knowledge, the counterparties thereto, in accordance with their respective terms and there is not, under any of such leasesindividually or in the aggregate, any existing material default by any of the Acquirer Entities or, to Acquirer’s Knowledge, the counterparties thereto, or, to Acquirer’s Knowledge, any event which, with notice or lapse of time or both, would become a material default by any of the Acquirer Entities, or, to Acquirer’s Knowledge, the counterparties theretoconstitute an NRGY Material Adverse Effect. (b) All tangible personal property owned, leased or licensed by the applicable Acquirer Entity that is material to the operations of the Acquirer Entity is, in all material respects, in good repair, working order and operating condition and adequate for its present uses by the Acquirer Entity, ordinary wear and tear excepted. (c) Each of the Acquirer NRGY Group Entities owns or has the 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 in the manner currently conducteddescribed in the NRGY SEC Reports, except for (i) Permitted Encumbrances and (ii) such rights-of-way the absence of which would not not, individually or in the aggregate, result in an NRGY Material Adverse Effect. 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 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 businesses of the NRGY Group Entities, 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 Material Adverse Effect. Each of the NRGY Group Entities has fulfilled and performed all its material obligations with respect to such rights-of-way and, to the knowledge of NRGY GP, 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 any failure to fulfill or perform any for such revocations, terminations and impairments that would not, individually or in the aggregate, result in an NRGY Material Adverse Effect; and no such rights-of-way contain any restriction that materially affect prevents the operation of the business businesses of the Acquirer NRGY Group Entities, taken as a whole, and as currently conducted. (c) There is no pending (or, to the knowledge of NRGY GP, threatened) condemnation of any material part of the real property used and necessary for the conduct of the businesses of the NRGY Group Entities, as they are presently conducted, by any Governmental Authority or other Person.