Common use of Midstream Assets Clause in Contracts

Midstream Assets. (a) The pipelines and related facilities owned by the Vantage Midstream Entities are sufficient to conduct the Business in a manner materially consistent with past practices. (b) Except as would not have a Rice Material Adverse Effect, each of the Vantage Midstream Entities has valid and indefeasible title in fee to all real property and interests in real property constituting part of the Midstream Assets and purported to be owned in fee, and good and valid title to the leasehold estates in all other real property and interests in real property (including rights of way) constituting part of the Midstream Assets (all such property and interests, together with the Rights-of-Way, the “Rice Property”), in each case, free and clear of any Liens except (i) mechanics’, carriers’, workmen’s, repairmen’s or other similar Liens arising or incurred in the ordinary course of the Business consistent with past practices that are not yet delinquent or can be paid without penalty or are being contested in good faith and by appropriate proceedings in respect thereof, (ii) Liens for current period Taxes that are not yet due and payable or are being contested in good faith and by appropriate proceedings in respect thereof, and (iii) other imperfections of title or Liens, including Laws and rights reserved to or vested in any Governmental Authority and the terms and conditions of the instruments creating the Rice Property, that, individually or in the aggregate, do not materially impair the value, or interfere with the present use, of the Midstream Assets or ordinary conduct of the Business (the Liens described in clauses (i), (ii) and (iii) above, being referred to collectively as “Permitted Liens”). (c) Collectively, the Vantage Midstream Entities have good and valid title to all tangible personal property constituting part of the Midstream Assets. All tangible personal property included in the Midstream Assets is owned by the Vantage Midstream Entities free and clear of all Liens except Permitted Liens and Liens set forth in Schedule 3.8(c). All tangible personal property included in the Midstream Assets is, in the aggregate, in good operating condition and repair (normal wear and tear excepted) and has been maintained in material compliance with applicable laws and regulations, as well as generally accepted industry practice, and is sufficient for the purposes for which it is currently being used or held for use in the Business. (d) The Vantage Midstream Entities have such consents, easements, rights-of-way, permits, real property licenses and surface leases (collectively, “Rights-of-Way”) as are sufficient to operate the Business as such Business is being operated as of the Closing Date, except as would not have a Rice Material Adverse Effect. Each of the Vantage Midstream 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 that 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, individually or in the aggregate, have a Rice Material Adverse Effect. (e) (i) (A) there are no pending Proceedings to modify the zoning classification of, or to condemn or take by power of eminent domain, all or any part of the Rice Property and (B) neither Rice nor the Vantage Midstream Entities have any knowledge of any such threatened Proceeding, which (in either case), if pursued, would have a Rice Material Adverse Effect, (ii) to the extent located in jurisdictions subject to zoning, the Rice Property is currently properly zoned for the existence, occupancy and use of the Midstream Assets located on such Rice Property, except as would not have a Rice Material Adverse Effect, and (iii) none of the Midstream Assets and the operations thereof are subject to any conditional use permits or “permitted non-conforming use” or “permitted non-conforming structure” classifications or similar permits or classifications, except as would not, either currently or in the case of a rebuilding of or additional construction of improvements, individually or in the aggregate, have a Rice Material Adverse Effect.

Midstream Assets. (a) The pipelines and related facilities owned by the Vantage Midstream Entities are sufficient to conduct the Business in a manner materially consistent with past practices. (b) Except as would not have a Rice Material Adverse Effect, each of the Vantage Midstream Entities has valid and indefeasible title in fee to all real property and interests in real property constituting part of the Midstream Assets and purported to be owned in fee, and good and valid title to the leasehold estates in all other real property and interests in real property (including rights of way) constituting part of the Midstream Assets (all such property and interests, together with the Rights-of-Way, the “Rice Property”), in each case, free and clear of any Liens except (i) mechanics’, carriers’, workmen’s, repairmen’s or other similar Liens arising or incurred in the ordinary course of the Business consistent with past practices that are not yet delinquent or can be paid without penalty or are being contested in good faith and by appropriate proceedings in respect thereof, (ii) Liens for current period Taxes that are not yet due and payable or are being contested in good faith and by appropriate proceedings in respect thereof, and (iii) other imperfections of title or Liens, including Laws and rights reserved to or vested in any Governmental Authority and the terms and conditions of the instruments creating the Rice Property, that, individually or in the aggregate, do not materially impair the value, or interfere with the present use, of the Midstream Assets or ordinary conduct of the Business (the Liens described in clauses (i), (ii) and (iii) above, being referred to collectively as “Permitted Liens”). (c) Collectively, the Vantage Midstream Entities have good and valid title to all tangible personal property constituting part of the Midstream Assets. All tangible personal property included in the Midstream Assets is owned by the Vantage Midstream Entities free and clear of all Liens except Permitted Liens and Liens set forth in Schedule 3.8(c). All tangible personal property included in the Midstream Assets is, in the aggregate, in good operating condition and repair (normal wear and tear excepted) and has been maintained in material compliance with applicable laws and regulations, as well as generally accepted industry practice, and is sufficient for the purposes for which it is currently being used or held for use in the Business. (d) The Vantage Midstream Entities have such consents, easements, rights-of-way, permits, real property licenses and surface leases (collectively, “Rights-of-Way”) as are sufficient to operate the Business as such Business is being operated as of the Closing Date, except as would not have a Rice Material Adverse Effect. Each of the Vantage Midstream 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 that 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, individually or in the aggregate, have a Rice Material Adverse Effect. (e) (i) (A) there are no pending Proceedings to modify the zoning classification of, or to condemn or take by power of eminent domain, all or any part of the Rice Property and (B) neither Rice nor the Vantage Midstream Entities have any knowledge of any such threatened Proceeding, which (in either case), if pursued, would have a Rice Material Adverse Effect, (ii) to the extent located in jurisdictions subject to zoning, the Rice Property is currently properly zoned for the existence, occupancy and use of the Midstream Assets located on such Rice Property, except as would not have a Rice Material Adverse Effect, and (iii) none of the Midstream Assets and the operations thereof are subject to any conditional use permits or “permitted non-conforming use” or “permitted non-conforming structure” classifications or similar permits or classifications, except as would not, either currently or in the case of a rebuilding of or additional construction of improvements, individually or in the aggregate, have a Rice Material Adverse Effect.