Midstream Assets Clause Samples
The 'Midstream Assets' clause defines and delineates the types of assets that are considered part of the midstream sector within an agreement, typically referring to infrastructure involved in the transportation, storage, and processing of oil, gas, or other commodities. This clause usually specifies which pipelines, storage facilities, or related equipment are included, and may outline ownership, operational responsibilities, or transfer conditions for these assets. Its core function is to ensure clarity and prevent disputes by precisely identifying the assets covered under the agreement, thereby allocating rights and obligations related to midstream operations.
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 suc...
Midstream Assets. To the Knowledge of Seller, the Company has not disposed of any of its Midstream Assets that are material to its operations and there are no claims pending or threatened against the Company disputing the Company’s title to its Midstream Assets.
Midstream Assets. (a) Except for Permitted Liens, and except as set forth on Schedule 4.9(a), each Contributed Entity has marketable title, or a valid leasehold interest, to all of the material items of tangible personal property used by it in the operation of the Midstream Assets, free and clear of any and all Liens. Schedule 4.9(a) lists all Midstream Assets that are owned or leased by Longwood or any of its Affiliates (other than the Contributed Entities).
(b) Except as set forth on Schedule 4.9(b), the Midstream Assets have been owned, constructed, maintained and, since the applicable in-service date in respect thereof, operated in a good and workmanlike manner and in all material respects in accordance with customary practices in the oil and gas and salt water disposal industries and all applicable Laws.
(c) Except as set forth on Schedule 4.9(c), the Midstream Assets constitute all of the material assets and properties that are owned by or held, as of the date of this Agreement, by Longwood or any Affiliate of Longwood. To the Knowledge of Longwood, except as set forth on Schedule 4.9(c), the Midstream Assets constitute all of the material assets sufficient to permit the Company to perform its obligations under the Commercial Agreements and to otherwise own and operate the assets described on Exhibits ▇-▇, ▇-▇ and A-3 in the Ordinary Course of Business.
Midstream Assets. (i) The Midstream Assets held by Seller constitute, in all material respects, all of the assets, properties and rights, tangible or intangible, real or personal, that are used or necessary to operate the Midstream Systems and other Midstream Assets of Seller consistent with past practice and as currently operated.
(ii) The Midstream Systems, Pipelines and Midstream Equipment are located within the geographic boundaries of the Midstream Surface Interests in all material respects. Seller has valid and defensible title to, or a valid leasehold interest in, all Midstream Surface Interests free and clear of all liens, defects or other encumbrances (other than Permitted Encumbrances), in each case, as are necessary to (A) use, own and operate the Midstream Assets in the same manner as such Midstream Assets are currently used, owned and operated by the Seller as of the Execution Date and (B) deliver Hydrocarbons from the ▇▇▇▇▇ to the first (1st) Third Party point of sale. None of the Midstream Surface Interests are (I) subject to any term limits during the period in which such Midstream Surface Interests are being utilized or (II) subject to any rental, lease payment or royalty reasonably expected to exceed One Hundred Thousand Dollars ($100,000) annually. All of the Midstream Surface Interests are legal, valid, binding and enforceable against Seller and to Seller’s Knowledge, the applicable counterparty thereto. There is no existing material default by Seller or, to Seller’s Knowledge, any counterparties under any of the Midstream Surface Interests. The terms of all Midstream Surface Interests permit Seller to transport Third Party Hydrocarbons across such Midstream Surface Interests without payment of a fee or royalty and without seeking consent from any Third Party.
(iii) The Midstream Assets are, in all material respects, and taking into account the age and history of use of such Midstream Assets, in good repair, working order and operating condition and do not require any material maintenance or repair services, ordinary wear and tear excepted, to be put into a condition that would permit their present operations in accordance with applicable Law in all material respects and industry standard practice in the areas in which they are operated or used.
(iv) (A) all Pipelines constructed by Seller or its Affiliates since December 31, 2010 (and, to Seller’s Knowledge, all other Pipelines) were designed and constructed (and have been operated and maintained) in ac...
Midstream Assets. Except as otherwise disclosed to Buyer on Schedule 4.13, the Company does not hold any assets other than the Midstream Assets.
Midstream Assets. (a) (i) no material part of the Midstream Assets or SWD Well are located on lands that are not subject to an agreement, easement, Lease, or other surface right held by a member of the Company Group permitting the location of such assets on the lands covered by such agreement, easement, Lease, or surface rights and (ii) the Midstream Assets and SWD Well are in an operable state of repair (excluding normal wear and tear) adequate in all respects to maintain operations as currently conducted by or on behalf of the Company Group except in the case of clause (ii) where the failure to comply would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect.
(b) The Company Group has good and valid title to all of the material Midstream Assets and the SWD Well, in each case, free and clear of all Encumbrances, except for Permitted Encumbrances.
(c) The Midstream Assets and SWD Well are, in all material respects, free of defects and in good working order and the existing condition of the Midstream Assets and SWD Well make each suitable, in accordance with customary practices in the oil and gas industry and all applicable Laws, for the purposes for which it is currently being used.
Midstream Assets. Assignment and ▇▇▇▇ of Sale effective as of January 5, 2007, from TEC to VEG of TEC’s interest in any midstream assets held by TEC in Kentucky.