Common use of Title to Properties and Assets Clause in Contracts

Title to Properties and Assets. (a) Schedule 5.11(a) of the Oryx Disclosure Schedules sets forth a true, correct and complete list of the major pipeline and gathering systems included in the Oryx Permian Assets. The Oryx Permian Assets constitute, in all material respects, all assets, properties and rights owned, used or held for use by the Oryx Group or their Affiliates as of the Signing Date in connection with the Covered Activities. (b) Except as would not reasonably be expected to have an Oryx Material Adverse Effect, each member of the Oryx Group owns and has good and valid fee simple title to, a valid and subsisting leasehold, subleasehold or licensee interest in or such other rights to easements, rights of way and other real property interests as are necessary for, or are used, as of the Signing Date, in the conduct of, the Oryx Permian Business and none of such real property interests are subject to options or rights of first refusal to purchase the Oryx Permian Business or any interest therein. There are no eminent domain or other similar Proceedings pending or, to the Knowledge of Oryx, threatened in writing by any Governmental Body, affecting a material portion of any real property included in the Oryx Permian Assets. Prior to the Closing, Oryx shall have the right, but not the obligation, to provide to Plains Parents updated Oryx Disclosure Schedules (i) with respect to any real property acquired or terminated by any member of the Oryx Group after the Signing Date in compliance with Section 6.2 or that have expired after the Signing Date in accordance with their terms and (ii) adding any immaterial omissions or correcting of any immaterial errors in the Oryx Disclosure Schedules with respect to this Section 5.11(b) that come to the Knowledge of Oryx after the Signing Date, and, in each case, such Oryx Disclosure Schedules shall be deemed updated for all purposes hereunder.

Title to Properties and Assets. (a) Schedule 5.11(a4.10(a) of the Oryx Plains Disclosure Schedules sets forth a true, correct and complete list of the major pipeline and gathering systems included in the Oryx Plains Permian Assets. The Oryx Plains Permian Assets constitute, in all material respects, all assets, properties and rights owned, used or held for use by the Oryx Group Plains Parties or their Affiliates as of the Signing Date in connection with the Covered Activities. (b) Except as would not reasonably be expected to have an Oryx a Plains Material Adverse Effect, each member the Plains Parents (and as of the Oryx Closing Date the Company Group owns and has will) own or have good and valid fee simple title to, a valid and subsisting leasehold, subleasehold or licensee interest in or such other rights to easements, rights of way and other real property interests as are necessary for, or are used, as of the Signing Date, in the conduct of, the Oryx Plains Permian Business and none of such real property interests are subject to options or rights of first refusal to purchase the Oryx Plains Permian Business or any interest therein. There are no eminent domain or other similar Proceedings pending or, to the Knowledge of Oryxthe Plains Parents, threatened in writing by any Governmental Body, affecting a material portion of any real property included in the Oryx Plains Permian Assets. Prior to the Closing, Oryx the Plains Parents shall have the right, but not the obligation, to provide to Oryx updated Plains Parents updated Oryx Disclosure Schedules (i) with respect to any real property acquired or terminated by any member of the Oryx Group Plains Parties after the Signing Date in compliance with Section 6.2 6.1 or that have expired after the Signing Date in accordance with their terms and (ii) adding any immaterial omissions or correcting of any immaterial errors in the Oryx Plains Disclosure Schedules with respect to this Section 5.11(b4.10(b) that come to the Knowledge of Oryx the Plains Parents after the Signing Date, and, in each case, such Oryx Plains Disclosure Schedules shall be deemed updated for all purposes hereunder.

Title to Properties and Assets. (a) Schedule 5.11(aExcept for (i) Liens permitted pursuant to Section 9.4 hereof and (ii) such imperfections of title that represent imperfections of title or easements of record, if any, which do not materially detract from the value or interfere with the use of the Oryx Disclosure Schedules sets forth properties subject thereto or affected thereby, or otherwise materially impair business operations, the Company and each of its Subsidiaries has (a) good and marketable fee simple title to the Owned Real Property material to their respective businesses and the Owned Real Property on which a true, correct and complete list Lien has been granted to the Collateral Agent for the benefit of the major pipeline and gathering systems included in the Oryx Permian Assets. The Oryx Permian Assets constituteHolders, in all material respects, all assets, properties and rights owned, used or held for use by the Oryx Group or their Affiliates as of the Signing Date in connection with the Covered Activities. (b) Except valid leasehold interests in all of its Leased Real Property material to their businesses, and (c) good and marketable title to all of the other material property and assets owned by the Company and each of its Subsidiaries at any time (including, without limitation, all of their Accounts and Inventory). Schedule 5.12(a) attached hereto sets forth the Owned Real Property and the Leased Real Property held by the Company and each of its Subsidiaries. The Company and each of its Subsidiaries enjoy peaceful and undisturbed possession of all their material Real Estate and there is no pending or threatened condemnation proceeding relating to any Real Estate which could reasonably be expected to have a Material Adverse Effect. No default exists under any Lease which could reasonably be expected to have a Material Adverse Effect. All of the Structures and other tangible assets owned, leased or used by the Company and each of its Subsidiaries in the conduct of their respective businesses are (a) insured as would required by the terms of this Agreement and the other Operative Agreements, (b) sufficient for the operation of the businesses of the Company and each such Subsidiary as presently conducted and (c) in conformity with all applicable laws, ordinances, orders, regulations and other requirements (including applicable zoning, environmental, motor vehicle safety, occupational safety and health laws and regulations) relating thereto, except where the failure to conform could not reasonably be expected to have an Oryx a Material Adverse Effect. (b) The Company and each of its Subsidiaries possess adequate assets, each member of the Oryx Group owns licenses, patents, patent applications, copyrights, service marks, trademarks, trademark applications and has good and valid fee simple title to, a valid and subsisting leasehold, subleasehold or licensee interest in or such other rights tradenames to easements, rights of way and other real property interests continue to conduct its business as are necessary for, or are used, presently conducted. Schedule 5.12(b) attached hereto sets forth as of the Signing Date, in the conduct of, the Oryx Permian Business and none date of such real property interests are subject to options or rights of first refusal to purchase the Oryx Permian Business or any interest therein. There are no eminent domain or other similar Proceedings pending or, to the Knowledge of Oryx, threatened in writing by any Governmental Body, affecting a material portion of any real property included in the Oryx Permian Assets. Prior to the Closing, Oryx shall have the right, but not the obligation, to provide to Plains Parents updated Oryx Disclosure Schedules this Agreement (i) with respect to any real property acquired or terminated by any member all of the Oryx Group after federal, state and foreign registrations of the Signing Date in compliance with Section 6.2 or that have expired after registered trademarks of the Signing Date in accordance with their terms Company and each of its Subsidiaries and all pending applications for any such registrations and (ii) adding any immaterial omissions or correcting all of any immaterial errors the patents of the Company and each of its Subsidiaries and all pending applications therefor (collectively, together with all service marks and other marks and all applications therefor, tradenames and other trade rights of the Company and each of its Subsidiaries, the "Proprietary Rights"). The Company and each of its Subsidiaries are the owners of each of the trademarks and patents listed on Schedule 5.12(b) as indicated on such Schedule and except as set forth on such Schedule and, except pursuant to licenses granted in the Oryx Disclosure Schedules with respect ordinary course of business, no other Person has the right to exploit such patents or use any of such marks in commerce either in the identical form or in such near resemblance thereto as may be likely to cause confusion or to cause mistake or to deceive. As of the date of this Section 5.11(b) that come to Agreement each of the Knowledge of Oryx after the Signing Date, and, in each case, such Oryx Disclosure Schedules shall be deemed updated for all purposes hereunder.trademarks listed on Schedule 5.12

Title to Properties and Assets. (a) Schedule 5.11(aEach of the Company and its Subsidiaries has good and marketable title to its respective tangible properties and assets (real, personal or mixed) reflected in the balance sheet of the Company as of September 30, 2003 or otherwise used or necessary for use in the Company's or its Subsidiaries' respective businesses or operations and, in each case, free and clear of all Liens, except for Permitted Liens, other matters that individually or in the aggregate have not had, and will not have, a Material Adverse Effect on the Company, or as disclosed in Section 4.7(a) of the Oryx Disclosure Schedules sets forth a trueSchedule. No Person or Governmental Authority has an option to purchase, correct right of first negotiation or first refusal or other similar right with respect to all or any part of such properties or assets. The assets, properties and complete list rights of the major pipeline Company and gathering systems included each of its Subsidiaries are sufficient for the continued conduct of their respective businesses after the Closing in substantially the Oryx Permian Assetssame manner as conducted prior to the Closing. The Oryx Permian Assets constituteAll tangible properties and assets and premises owned or leased by the Company or its Subsidiaries are in good condition and repair and are adequate in all material respects for the uses to which they are put, and no tangible properties or assets necessary for the conduct of the Business in substantially the same manner as it has heretofore been conducted are in need of replacement, maintenance or repairs, except for routine and not materially deferred replacement, maintenance and repair. (b) With respect to all personal property leases (the "Personal Property Leases") and all leases or other agreements to use or occupy any Real Property (the "Real Property Leases" and collectively with the Personal Property Leases, the "Leases") to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound as of the date of this Agreement, the Company and each of its Subsidiaries (i) are, in all material respects, in compliance therewith and have obtained or made all assetsnecessary permits, properties licenses, certificates, approvals, filings and rights ownedregistrations from all relevant Government Authorities, used or held for use by the Oryx Group or their Affiliates as of the Signing Date in connection with the Covered Activities. (bii) Except as would not reasonably be expected to have an Oryx Material Adverse Effect, each member of the Oryx Group owns and has good and valid fee simple title to, a hold valid and subsisting leaseholdbinding leasehold interests, subleasehold or licensee interest in or such other rights to easementsgood, rights of way marketable and other real property interests as are necessary forinsurable leasehold title in, or are used, as of the Signing Date, in the conduct and actual and exclusive possession of, the Oryx Permian Business properties and none assets leased thereunder (including all buildings, structures or other improvements located thereon), free of any Liens (other than Permitted Liens) of any Person other than the lessors of such real property interests are subject and assets under their respective Personal Property Leases and (iii) enjoy peaceful and undisturbed possession thereunder. Each of the Real Property Leases covers the entire estate it purports to options cover in all material respects, and, upon the consummation of the Merger and the other transactions contemplated hereby, will entitle the Surviving Corporation or rights of first refusal to purchase its Subsidiaries, as the Oryx Permian Business or any interest therein. There are no eminent domain or other similar Proceedings pending orcase may be, to the Knowledge exclusive use, occupancy and possession of Oryx, threatened the Real Property specified therein for the purposes such Real Property is now being used. No Real Property Lease is subordinate to any mortgage or deed of trust except to the extent the holder of that mortgage or deed of trust has agreed in writing by not to disturb the Company or any Governmental Body, affecting a material portion of its Subsidiaries' possession or rights under the Real Property Lease upon any real property included in foreclosure of that mortgage or deed of trust. Neither the Oryx Permian Assets. Prior to the Closing, Oryx shall have the right, but not the obligation, to provide to Plains Parents updated Oryx Disclosure Schedules (i) with respect to Company nor any real property acquired or terminated by of its Subsidiaries owns any member of the Oryx Group after the Signing Date in compliance with Section 6.2 or that have expired after the Signing Date in accordance with their terms and (ii) adding any immaterial omissions or correcting of any immaterial errors in the Oryx Disclosure Schedules with respect to this Section 5.11(b) that come to the Knowledge of Oryx after the Signing Date, and, in each case, such Oryx Disclosure Schedules shall be deemed updated for all purposes hereunderReal Property.

Title to Properties and Assets. (a) Target Leased Real Estate. (i) Schedule 5.11(a3.14(a) sets forth a complete and correct list of all of the Oryx Disclosure Schedules real property leased, licensed or otherwise used or occupied (but not owned) by the Target, its Subsidiaries or any of them (each, a “Target Leased Real Estate”). Each agreement to lease, license or otherwise use or occupy such Target Leased Real Estate to which any of the Target or its Subsidiaries is a party, whether as lessor or lessee, licensor or licensee, or otherwise (such agreements being collectively referred to herein as the “Target Real Estate Leases”), together with all amendments and assignments thereof, is listed on Schedule 3.14(a), and true, complete and correct copies of such Target Real Estate Leases and all amendments thereto and assignments thereof have been delivered to Parent prior to the execution of this Agreement. (ii) Each Target Real Estate Lease with respect to a Facility or the premises located at the address of Target set forth in Section 8.9 or under which the annual expenditures of Target and its Subsidiaries are in excess of $100,000 per annum (each a “Material Lease”) is valid and in full force and effect on the date hereof and Target or its Subsidiaries have performed in all material respects all obligations required to have been performed by them under each such Target Leased Real Property. (iii) Except as would not reasonably be expected, individually or in the aggregate, have a Target Material Adverse Effect, there are no disputes with respect to any Real Property Lease. (iv) No event or condition exists that constitutes or, with the giving of notice or passage of time or both, would constitute a default or breach of any Material Lease by Target or any of its Subsidiaries, or, to the Knowledge of Target, any other party thereto, and no notice of default has been received or issued by Target or any of its Subsidiaries with respect to any such Material Lease that has not been waived or cured. (v) Each Material Lease creates a valid, defeasible leasehold interest in the real property that it purports to lease, and is a valid and binding obligation of Target or one of its Subsidiaries and, to the Knowledge of Target, each other party thereto, enforceable against Target or one of its Subsidiaries and, to the Knowledge of Target, each other party thereto, in accordance with its terms, subject to the Bankruptcy and Equity Exception. (vi) No Material Lease has been assigned, no portion of any real property subject to such Material Lease has been subleased, and Target or one of its Subsidiaries is currently in occupancy of all of the real property subject to such Material Lease. (vii) There are no mortgages or other Liens, other than Permitted Liens, on the leasehold interests in the Target Leased Real Estate that have been granted by Target or its Subsidiaries, whether as a result of a breach by any of Target or its Subsidiaries of any contractual obligation, or otherwise. (viii) None of Target or its Subsidiaries (x) holds any option to purchase or acquire an interest in real property for an aggregate purchase price in excess of $350,000 or (y) is subject to any contractual obligations to purchase or acquire an interest in real property. (b) Target Owned Real Estate. (i) Schedule 3.14(b) sets forth a true, correct and complete list of the major pipeline and gathering systems included in the Oryx Permian Assets. The Oryx Permian Assets constitute, in all material respects, all assets, properties and rights owned, used or held for use by the Oryx Group or their Affiliates as of the Signing Date in connection with the Covered Activitiesreal property owned by either Target or any of its Subsidiaries (“Target Owned Real Estate”). (bii) Except as would not reasonably be expected to Target and its Subsidiaries are the owners of record of, and have an Oryx Material Adverse Effectgood, each member of the Oryx Group owns valid and has good and valid indefeasible fee simple absolute title to, a valid the Target Owned Real Estate, free and subsisting leasehold, subleasehold or licensee interest in or such clear of any and all Liens other rights to easements, rights of way and other real property interests as are necessary for, or are used, as of the Signing Date, in the conduct of, the Oryx Permian Business and none of such real property interests are subject to options or rights of first refusal to purchase the Oryx Permian Business or any interest therein. than Permitted Liens. (iii) There are is no eminent domain or other similar Proceedings pending or, to the Knowledge of Oryxthe Target, threatened threatened, claim, action or proceeding relating to any of the Target Owned Real Estate, nor any other matter that would adversely affect in writing by any Governmental Bodymaterial respect the use, affecting a occupancy or value thereof. (iv) Since the Target Balance Sheet Date, each Facility located at, on or within each parcel of Target Owned Real Estate has been operated and maintained in all material respects in accordance with all Permits and all applicable Laws. (v) There are no leases, licenses or other occupancy agreements affecting, and no outstanding purchase options or rights of first refusal or first offer, or other preferential rights to purchase, lease or otherwise use or occupy, any of the Target Owned Real Estate or any of the improvements located thereon, or any portion of any real property included in the Oryx Permian Assets. Prior to the Closing, Oryx shall have the right, but not the obligation, to provide to Plains Parents updated Oryx Disclosure Schedules thereof or interest therein. (ivi) There are no pending applications or proceedings with respect to zoning matters related to any real property acquired or terminated by any member of the Oryx Group after the Signing Date in compliance with Section 6.2 Target Owned Real Estate, and there are neither any condemnation or that have expired after the Signing Date in accordance with their terms and (ii) adding any immaterial omissions or correcting eminent domain proceedings of any immaterial errors kind whatsoever nor any proceedings of any other kind whatsoever, for the taking of the whole or any part of the Target Owned Real Estate for public or quasi-public use pending. (vii) All of the Target Owned Real Estate has in all material respects adequate rights of access to dedicated public ways and adequate utility service, and the Oryx Disclosure Schedules with respect to this Section 5.11(b) that come to improvements located thereon are in all material respects in good order and repair and adequate, for the Knowledge conduct of Oryx after the Signing Date, and, in each case, such Oryx Disclosure Schedules shall be deemed updated for all purposes hereunderbusiness currently carried out thereon.

Title to Properties and Assets. (a) Except for (i) Liens permitted pursuant to Section 9.4 hereof and/or disclosed to the Purchaser in Schedule 5.11(a5.12(a) and (ii) such imperfections of title that represent imperfections of title or easements of record, if any, which do not materially detract from the value or interfere with the use of the Oryx Disclosure Schedules sets forth properties subject thereto or affected thereby, or otherwise materially impair business operations, the Company has (a) good and marketable fee simple title to the Owned Real Property material to its business and the Owned Real Property on which a true, correct Lien has been granted to Agent and complete list of the major pipeline and gathering systems included in the Oryx Permian Assets. The Oryx Permian Assets constitute, valid leasehold interests in all of its Leased Real Property material respects, all assets, properties to its business and rights owned, used or held for use by the Oryx Group or their Affiliates as of the Signing Date in connection with the Covered Activities. (b) Except good and marketable title to all of its other material property and assets owned by the Company at any time (including, without limitation, all of its Accounts and Inventory), other than properties disposed of in any manner permitted under this Agreement. The Company enjoys peaceful and undisturbed possession of all its material Real Estate and there is no pending or, to the best of its knowledge, threatened condemnation proceeding relating to any Real Estate which could reasonably be expected to have a Material Adverse Effect. The leases with respect to the Leased Real Property, are referred to collectively as would the "Leases." No default exists under any Lease which could reasonably be expected to have a Material Adverse Effect. All of the Structures and other tangible assets owned, leased or used by the Company in the conduct of its business are (a) insured as required by the terms of this Agreement and the other Note Documents, (b) sufficient for the operation of the business of the Company and its Subsidiaries as presently conducted and (c) in conformity with all applicable laws, ordinances, orders, regulations and other requirements (including applicable zoning, environmental, motor vehicle safety, occupational safety and health laws and regulations) relating thereto, except where the failure to conform could not reasonably be expected to have an Oryx a Material Adverse Effect. (b) The Company possesses adequate assets, each member of the Oryx Group owns licenses, patents, patent applications, copyrights, service marks, trademarks, trademark applications and has good and valid fee simple title to, a valid and subsisting leasehold, subleasehold or licensee interest in or such other rights tradenames to easements, rights of way and other real property interests continue to conduct its business as are necessary for, or are used, presently conducted. Schedule 5.12(b) attached hereto sets forth as of the Signing Date, in the conduct of, the Oryx Permian Business and none date of such real property interests are subject to options or rights of first refusal to purchase the Oryx Permian Business or any interest therein. There are no eminent domain or other similar Proceedings pending or, to the Knowledge of Oryx, threatened in writing by any Governmental Body, affecting a material portion of any real property included in the Oryx Permian Assets. Prior to the Closing, Oryx shall have the right, but not the obligation, to provide to Plains Parents updated Oryx Disclosure Schedules this Agreement (i) with respect to any real property acquired or terminated by any member all of the Oryx Group after federal, state and foreign registrations of the Signing Date in compliance with Section 6.2 or that have expired after registered trademarks of the Signing Date in accordance with their terms Company and all pending applications for any such registrations and (ii) adding any immaterial omissions or correcting all of any immaterial errors in the Oryx Disclosure Schedules patents of the Company and all pending applications therefor (collectively, together with respect to all service marks and other marks and all applications therefor, tradenames and other trade rights of the Company, the "PROPRIETARY RIGHTS"). As of the date of this Section 5.11(bAgreement, the Company is the owner of each of the trademarks and patents listed on Schedule 5.12(b) that come to the Knowledge of Oryx after the Signing Date, as indicated on such schedule and except as set forth on such Schedule and, in each case, such Oryx Disclosure Schedules shall be deemed updated for all purposes hereunder.except pursuant to

Title to Properties and Assets. (a) Except as disclosed on the Schedule 5.11(a) of Exceptions with respect to this Section 3.8, the Company has good and marketable title to, or a valid leasehold interest in, as applicable, all tangible assets reflected on the balance sheet contained in the Financial Statements or acquired after the date thereof, free and clear of all liens except statutory liens for the payment of current taxes that are not yet delinquent and security interests which arise in the ordinary course of business and which do not affect the properties or assets of the Oryx Disclosure Schedules sets forth Company in any material respect and except as to such imperfections in title as would not have a trueMaterial Adverse Effect. With respect to the property and assets it leases, correct and complete list of the major pipeline and gathering systems included Company is in the Oryx Permian Assetsmaterial compliance with such leases. The Oryx Permian Assets constitute, tangible assets owned by the Company are in all material respectsrespects in good operating condition and repair, ordinary wear and tear excepted, and all tangible assets leased by the Company are in all material respects in the condition required by the terms of the lease applicable thereto during the terms of such lease and upon the expiration thereof. Such assets, properties together with the real property and intellectual property assets, constitute all the material properties, interests, assets and rights owned, used or held for use by the Oryx Group or their Affiliates as of the Signing Date used in connection with the Covered Activitiesbusiness and operations of the Company and constitute all those necessary to continue to operate the business of the Company in all material respects consistent with current and historical practice and as presently contemplated to be conducted. Except as indicated in the preceding sentence, this Section 3.8(a) does not relate to (i) real property or interests in real property, or (ii) intellectual property of the Company; such items are covered under Section 3.8(b) and Section 3.14, respectively. (b) Except as would The Company does not reasonably be expected to have an Oryx Material Adverse Effect, each member of the Oryx Group owns and has good and valid own fee simple title to, a valid and subsisting leasehold, subleasehold or licensee interest in or such other rights to easements, rights of way and other real property interests as are necessary for, or are used, as of the Signing Date, in the conduct of, the Oryx Permian Business and none of such real property interests are subject to options or rights of first refusal to purchase the Oryx Permian Business or any interest therein. There are no eminent domain or other similar Proceedings pending or, to the Knowledge of Oryx, threatened in writing by any Governmental Body, affecting a material portion of any real property included in the Oryx Permian Assets. Prior to the Closing, Oryx shall have the right, but not the obligation, to provide to Plains Parents updated Oryx Disclosure Schedules (i) with respect to any real property acquired or terminated by any member property. The Schedule of the Oryx Group after the Signing Date in compliance with Section 6.2 or that have expired after the Signing Date in accordance with their terms and (ii) adding any immaterial omissions or correcting of any immaterial errors in the Oryx Disclosure Schedules Exceptions discloses with respect to this Section 5.11(b3.8(b) that come a complete list of all real property and interests in real property leased by the Company identifying properties as either single-tenant buildings or multi-tenant buildings. The Company or a subsidiary is the sole lessee thereof and has a good and valid leasehold interest in all real property and interests in real property shown on Schedule 3.8 to be leased by it free and clear of all liens. There exists no material default, or any event which upon notice or the passage of time, or both, would give rise to any material default, in the performance of the Company or, to the Knowledge knowledge of Oryx after the Signing DateCompany, andby any lessor under any such lease, nor, to the knowledge of the Company, is the landlord of any such lease in each case, such Oryx Disclosure Schedules shall be deemed updated for all purposes hereunderdefault.

Title to Properties and Assets. (a) Schedule 5.11(a) After application of the Oryx Disclosure Schedules proceeds of the Term Loans as set forth herein, and except for (i) Liens permitted pursuant to Section 7.4 hereof or as set forth on Schedule 4.12 to this Agreement and (ii) such imperfections of title that represent imperfections of title or easements of record, if any, which do not materially detract from the value or interfere with the use of the properties subject thereto or affected thereby, or otherwise materially impair business operations, the Companies have (a) good and marketable fee simple title to the Owned Real Property material to their businesses and the Owned Real Property on which a Lien has been granted to the Lenders and valid leasehold interests in all of its Leased Real Property material to their businesses and (b) good and marketable title to all of the other material property and assets owned by the Companies at any time (including, without limitation, all of their Accounts and Inventory), other than properties disposed of in any manner permitted under this Agreement. Schedule 4.12(a) attached hereto sets forth a true, correct and complete list of the major pipeline and gathering systems included in the Oryx Permian Assets. The Oryx Permian Assets constitute, in all material respects, all assets, properties and rights owned, used or held for use by the Oryx Group or their Affiliates as of the Signing Date date of this Agreement the Owned Real Property and the Leased Real Property held by any Company. The Companies enjoy peaceful and undisturbed possession of all their material Real Estate and there is no pending or threatened condemnation proceeding relating to any Real Estate which could reasonably be expected to have a Material Adverse Effect. The leases with respect to the Leased Real Property, are referred to collectively as the "Leases." No default exists under any Lease which could reasonably be expected to have a Material Adverse Effect. All of the Structures and other tangible assets owned, leased or used by the Companies in connection with the Covered Activities. conduct of their businesses are (a) insured as required by the terms of this Agreement and the other Transaction Documents, (b) Except sufficient for the operation of the businesses of each of the Companies as would presently conducted and (c) in conformity with all applicable laws, ordinances, orders, regulations and other requirements (including applicable zoning, environmental, motor vehicle safety, occupational safety and health laws and regulations) relating thereto, except where the failure to conform could not reasonably be expected to have an Oryx a Material Adverse Effect. (b) The Companies possess adequate assets, each member of the Oryx Group owns licenses, patents, patent applications, copyrights, service marks, trademarks, trademark applications and has good and valid fee simple title to, a valid and subsisting leasehold, subleasehold or licensee interest in or such other rights tradenames to easements, rights of way and other real property interests continue to conduct their businesses as are necessary for, or are used, presently conducted. Schedule 4.12(b) attached hereto sets forth as of the Signing Date, in the conduct of, the Oryx Permian Business and none date of such real property interests are subject to options or rights of first refusal to purchase the Oryx Permian Business or any interest therein. There are no eminent domain or other similar Proceedings pending or, to the Knowledge of Oryx, threatened in writing by any Governmental Body, affecting a material portion of any real property included in the Oryx Permian Assets. Prior to the Closing, Oryx shall have the right, but not the obligation, to provide to Plains Parents updated Oryx Disclosure Schedules this Agreement (i) with respect to any real property acquired or terminated by any member all of the Oryx Group after federal, state and foreign registrations of the Signing Date in compliance with Section 6.2 or that have expired after registered trademarks of the Signing Date in accordance with their terms Companies and all pending applications for any such registrations and (ii) adding any immaterial omissions or correcting all of any immaterial errors the patents of the Companies and all pending applications therefor (collectively, together with all service marks and other marks and all applications therefor, tradenames and other trade rights of the Companies, the "Proprietary Rights"). As of the date of this Agreement, the Companies are the owners of each of the trademarks and patents listed on Schedule 4.12(b) as indicated on such schedule and except as set forth on such Schedule and, except pursuant to licenses granted in the Oryx Disclosure Schedules with respect ordinary course of business, no other Person has the right to exploit such patents or use any of such marks in commerce either in the identical form or in such near resemblance thereto as may be likely to cause confusion or to cause mistake or to deceive. As of the date of this Section 5.11(b) that come to Agreement each of the Knowledge of Oryx after the Signing Date, and, in each case, such Oryx Disclosure Schedules shall be deemed updated for all purposes hereunder.trademarks listed on Schedule 4.12