Common use of Rights-of-Way Clause in Contracts

Rights-of-Way. The Operating Partnership and the Operating Subsidiaries have such easements or rights-of-way from each person (collectively, “rights-of-way”) as are necessary to conduct their business in the manner described, and subject to the limitations contained, in the Disclosure Package and the Final Prospectus, except for (i) qualifications, reservations and encumbrances that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (ii) such rights-of-way that, if not obtained, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; other than as set forth, and subject to the limitations contained, in the Disclosure Package and the Final Prospectus, the Operating Partnership and the Operating Subsidiaries have fulfilled and performed all of their 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 would not have a Material Adverse Effect; and, except as described in the Disclosure Package and the Final Prospectus, none of such rights-of-way contains any restriction that is materially burdensome to the Operating Partnership and the Operating Subsidiaries, taken as a whole.

Rights-of-Way. The Operating Each of the Partnership and the Operating Subsidiaries have Entities has such easements or easements, rights-of-way or other similar agreements from each person (collectively, “rights-of-way”) as are necessary to conduct their its business in the manner described, and subject to the limitations contained, described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, except for (i) qualifications, reservations and encumbrances that would not, individually or as may be set forth in the aggregateRegistration Statement, reasonably be expected to have a Material Adverse Effect the Pricing Disclosure Package and the Prospectus and (ii) such rights-of-way that, if not obtained, would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; each of the Partnership Entities has, other than as set forth, and subject to the limitations contained, forth in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, the Operating Partnership and the Operating Subsidiaries have fulfilled and performed all of their 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 would not have reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; and, except as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, none of such rights-of-way contains any restriction that is materially burdensome would reasonably be expected to have, individually or in the Operating Partnership and the Operating Subsidiariesaggregate, taken as a wholeMaterial Adverse Effect.

Rights-of-Way. The Operating Each of the Partnership and the Operating Subsidiaries have Entities has such easements or consents, easements, rights-of-way way, permits or licenses from each person (collectively, “rights-of-way”) as are necessary to conduct their its business in the manner describeddescribed in the Registration Statement, the most recent Preliminary Prospectus and the Prospectus, subject to the limitations contained, described in the Disclosure Package Registration Statement, the most recent Preliminary Prospectus and the Final Prospectus, if any, except for (i) qualifications, reservations and encumbrances with respect thereto that would not, individually or in the aggregate, reasonably be expected to not have a Material Adverse Effect and (ii) such rights-of-way that, if not obtained, would notnot have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; other than as set fortheach of the Partnership Entities has, or at the applicable Delivery Date will have, fulfilled and subject to the limitations containedperformed, in the Disclosure Package and the Final Prospectusall material respects, the Operating Partnership and the Operating Subsidiaries have fulfilled and performed all of their material its 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 that, individually or in the aggregate, would not have a Material Adverse Effect; and, except as described in the Disclosure Package and the Final Prospectus, none of such rights-of-way contains any restriction that is materially burdensome would reasonably be expected to have, individually or in the Operating Partnership and the Operating Subsidiariesaggregate, taken as a wholeMaterial Adverse Effect.

Rights-of-Way. The Operating Partnership Except as described in or contemplated by the Disclosure Package and the Operating Subsidiaries have Final Prospectus, each of the Partnership Entities has such easements or rights-of-way from each person (collectively, “rights-of-way”) as are necessary to conduct their its business in the manner described, and subject to the limitations contained, described in the Disclosure Package and the Final Prospectus, except for (i) qualifications, reservations and encumbrances that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (ii) such rights-of-way that, if not obtained, would notnot have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; other than as set forth, and subject to the limitations contained, in the Disclosure Package and the Final Prospectus, each of the Operating Partnership and the Operating Subsidiaries have Entities has fulfilled and performed all of their its material obligations with respect to such rights-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 rights-of-way, except for such revocations, terminations and impairments that would not have a Material Adverse Effect; and, except as described in the Disclosure Package and the Final Prospectus, none of such rights-of-way contains any restriction that is materially burdensome to the Operating Partnership and the Operating SubsidiariesEntities, taken as a whole.

Rights-of-Way. The Operating Partnership and Chesapeake Exploration or its Affiliate (as defined in the Operating Subsidiaries have Conveyances) has such easements or easements, rights-of-way or other similar agreement from each person (collectively, “rights-of-way”) as are necessary to conduct their business its operations with respect to the Underlying Properties in the manner described, and subject to the limitations contained, described in the Disclosure Package Registration Statement, the Time of Sale Information and the Final Prospectus, except for (i) qualifications, reservations and encumbrances that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (ii) such rights-of-way that, if not obtained, would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; other than as set forth, and subject to the limitations contained, in the Disclosure Package and the Final Prospectus, the Operating Partnership and the Operating Subsidiaries have Chesapeake Exploration or its Affiliate has fulfilled and performed all of their its material obligations with respect to such rights-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 Chesapeake Exploration or such Affiliate with respect to such rights-of-way, except for such revocations, terminations and impairments that would not have reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; and, except as described in the Disclosure Package and the Final Prospectus, none of such rights-of-way contains any restriction that is materially burdensome would reasonably be expected to have, individually or in the Operating Partnership and the Operating Subsidiariesaggregate, taken as a wholeMaterial Adverse Effect.

Rights-of-Way. The Operating Each of the Partnership and the Operating Subsidiaries have Entities or their respective subsidiaries has such easements or consents, easements, rights-of-way or licenses from each any person (collectively, “rights-of-way”) as are necessary to conduct their its business in the manner describeddescribed in the Registration Statement, Time of Sale Information and the Prospectus, subject to the limitations contained, such qualifications as may be set forth in the Disclosure Package Registration Statement, the Time of Sale Information and the Final Prospectus, except for (i) qualificationssuch rights-of-way the failure of which to have obtained, reservations and encumbrances that would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected a material adverse effect upon the ability of the Partnership Entities, taken as a whole, to have a Material Adverse Effect conduct their businesses in all material respects as currently conducted and (ii) such rights-of-way that, if not obtained, would not, individually or as contemplated in the aggregateRegistration Statement, reasonably be expected to have a Material Adverse Effect; other than as set forth, and subject to the limitations contained, in the Disclosure Package Time of Sale Information and the Final Prospectus, the Operating ; each Partnership and the Operating Subsidiaries have Entity has fulfilled and performed all of their its material obligations with respect to such rights-of-way and no event has occurred that which 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 failure to perform, revocations, terminations and impairments that would not reasonably be expected to have a Material Adverse Effect; and, except as described in material adverse effect upon the Disclosure Package and ability of the Final Prospectus, none of such rights-of-way contains any restriction that is materially burdensome to the Operating Partnership and the Operating SubsidiariesEntities, taken as a whole, to conduct their businesses in all material respects as currently conducted and as contemplated in the Registration Statement, the Time of Sale Information and the Prospectus, subject in each case to such qualification as may be set forth in the Time of Sale Information and the Prospectus.

Rights-of-Way. The Operating Each of the Partnership and the Operating Subsidiaries have Entities has such easements or rights-of-way from each person (collectively, “rights-of-way”) as are necessary to conduct their its business in the manner described, and subject to the limitations contained, in the Pricing Disclosure Package and the Final Prospectus, except for (i) qualifications, reservations and encumbrances that would not, individually or as may be set forth in the aggregate, reasonably be expected to have a Material Adverse Effect Pricing Disclosure Package and the Prospectus and (ii) such rights-of-way that, if not obtained, would notnot have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; each of the Partnership Entities has, other than as set forth, and subject to the limitations contained, in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, the Operating Partnership and the Operating Subsidiaries have fulfilled and performed all of their 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 would not reasonably be expected to have a Material Adverse Effect; and, except as described in the Pricing Disclosure Package and the Final Prospectus, none of such rights-of-way contains any restriction that is materially burdensome would, individually or in the aggregate, reasonably be expected to the Operating Partnership and the Operating Subsidiaries, taken as have a wholeMaterial Adverse Effect.

Rights-of-Way. The Operating Partnership and Except as described in or contemplated by the Operating Subsidiaries have Prospectus, each of the Issuer Entities has such easements or rights-of-way from each person (collectively, “rights-of-way”) as are necessary to conduct their its business in the manner described, and subject to the limitations contained, described in the Disclosure Package and the Final Prospectus, except for (i) qualifications, reservations and encumbrances that would notnot have, or reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (ii) such rights-of-way that, if not obtained, would notnot have, or reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; other than as set forth, and subject to the limitations contained, in the Disclosure Package and the Final Prospectus, each of the Operating Partnership and the Operating Subsidiaries have Issuer Entities has fulfilled and performed all of their its material obligations with respect to such rights-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 rights-of-way, except for such revocations, terminations and impairments that would not have have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; and, except as described in the Disclosure Package and the Final Prospectus, none of such rights-of-way contains any restriction that is materially burdensome to the Operating Partnership and the Operating SubsidiariesIssuer Entities, taken as a whole.

Rights-of-Way. The Operating Each of the Partnership and Entities has, or upon the Operating Subsidiaries have closing of the Transactions will have, such easements or easements, rights-of-way or other similar agreements from each person (collectively, “rights-of-way”) as are necessary to conduct their its business in the manner described, and subject to the limitations contained, described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, except for (i) qualifications, reservations and encumbrances that would not, individually or as may be set forth in the aggregateRegistration Statement, reasonably be expected to have a Material Adverse Effect the Pricing Disclosure Package and the Prospectus and (ii) such rights-of-way that, if not obtained, would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; each of the Partnership Entities has, other than as set forth, and subject to the limitations contained, forth in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, the Operating Partnership and the Operating Subsidiaries have fulfilled and performed all of their 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 would not have reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; and, except as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, none of such rights-of-way contains any restriction that is materially burdensome would reasonably be expected to have, individually or in the Operating Partnership and the Operating Subsidiariesaggregate, taken as a wholeMaterial Adverse Effect.

Rights-of-Way. The Operating Partnership and Each of the Operating Subsidiaries have Antero Entities directly or indirectly, has such easements or consents, easements, rights-of-way way, permits or licenses from each person (collectively, “rights-of-way”) as are necessary to conduct their its business in the manner describeddescribed in the Registration Statement and the most recent Preliminary Prospectus, and subject to the limitations contained, described in the Disclosure Package Registration Statement and the Final most recent Preliminary Prospectus, if any, except for (i) qualifications, reservations and encumbrances with respect thereto that would not, individually or in the aggregate, reasonably be expected to not have a Material Adverse Effect and (ii) such rights-of-way that, if not obtained, would notnot have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; other than as set fortheach of the Antero Entities has, or at the applicable Delivery Date will have, fulfilled and subject to the limitations containedperformed, in the Disclosure Package and the Final Prospectusall material respects, the Operating Partnership and the Operating Subsidiaries have fulfilled and performed all of their material its 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 that, individually or in the aggregate, would not have a Material Adverse Effect; and, except as described in the Disclosure Package and the Final Prospectus, none of such rights-of-way contains any restriction that is materially burdensome would reasonably be expected to have, individually or in the Operating Partnership and the Operating Subsidiariesaggregate, taken as a wholeMaterial Adverse Effect.

Rights-of-Way. The Operating Partnership Each of the Partnership, the General Partner and the Operating Subsidiaries have has, or at each Delivery Date, after giving effect to the Transactions, will have, such easements or consents, easements, rights-of-way way, permits or licenses from each person (collectively, “rights-of-way”) as are necessary to conduct their its business in the manner describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, subject to the limitations contained, described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, if any, except for (i) qualifications, reservations and encumbrances with respect thereto that would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (ii) such rights-of-way that, if not obtained, would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; other than as set forthand each of the Partnership, the General Partner and subject the Subsidiaries has, or at each Delivery Date, after giving effect to the limitations containedTransactions, will have, fulfilled and performed, in the Disclosure Package and the Final Prospectusall material respects, the Operating Partnership and the Operating Subsidiaries have fulfilled and performed all of their material its 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 would not could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and, except as described in the Disclosure Package and the Final Prospectus, none of such rights-of-way contains any restriction that is materially burdensome to the Operating Partnership and the Operating Subsidiaries, taken as a whole.

Rights-of-Way. The Operating (A) the Partnership Entities have, and at the Operating Subsidiaries have Closing Time and each Date of Delivery, will have, such easements or rights-of-way from each person (collectively, “rights-of-way”) or rights of use related thereto as are necessary to conduct their business of the Partnership in the manner described, and subject to the limitations contained, in the Registration Statement, the General Disclosure Package and the Final Prospectus, except for (i1) qualifications, reservations and encumbrances that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (ii2) such rights-of-way that, if not obtained, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; other than as set forth, and subject to (B) the limitations contained, in the Disclosure Package and the Final Prospectus, the Operating Partnership and the Operating Subsidiaries Entities have fulfilled and performed all of their 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 would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and, except as described in the Disclosure Package and the Final Prospectus, none of such rights-of-way contains any restriction that is materially burdensome to the Operating Partnership and the Operating Subsidiaries, taken as a whole.

Rights-of-Way. The Operating Partnership and the Operating Subsidiaries have such easements or rights-of-way from each person (collectively, “rights-of-way”) as are necessary to conduct their business in the manner described, and subject to the limitations contained, in the Disclosure Package and the Final Prospectus, except for (i) qualifications, reservations and encumbrances that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (ii) such rights-of-way that, if not obtained, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; other than as set forth, and subject to the limitations contained, in the Disclosure Package and the Final Prospectus, the Operating Partnership and the Operating Subsidiaries have fulfilled and performed all of their 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 would not have a Material Adverse Effect; and, except as described in the Disclosure Package and the Final Prospectus, none of such rights-of-way contains any restriction that is materially burdensome to the Operating Partnership and the Operating Subsidiaries, taken as a whole.

Rights-of-Way. The Operating At the Time of Sale, each of the Partnership and the Operating Subsidiaries have Parties has such easements or consents, easements, rights-of-way way, permits or licenses from each person (collectively, “rights-of-way”) as are necessary to conduct their its business in the manner described, and subject to the limitations contained, in the Disclosure Package and the Final Time of Sale Prospectus, except for (i) qualifications, reservations and encumbrances as may be set forth in the Time of Sale Prospectus that would not, individually or in the aggregate, reasonably be expected to not have a Material Adverse Effect and (ii) such rights-of-way that, if not obtained, would notnot have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; other than as set forth, and subject to the limitations contained, in the Disclosure Package and the Final Time of Sale Prospectus, each of the Operating Partnership and the Operating Subsidiaries have Parties has fulfilled and performed all of their 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 would not have a Material Adverse Effect; and, except as described in the Disclosure Package and the Final Time of Sale Prospectus, none of such rights-of-way contains any restriction that is materially burdensome to the Operating Partnership and the Operating SubsidiariesParties, taken as a whole.

Rights-of-Way. The Operating Partnership and the Operating Subsidiaries Entities have such easements or rights-of-way from each person (collectively, “rights-of-way”) as are necessary to conduct their business in the manner described, and subject to the limitations contained, in the Disclosure Package and Registration Statement, the Final Pre-Pricing Prospectus, the Prospectus or any Permitted Free Writing Prospectus, except for (i) qualifications, reservations and encumbrances that would not, individually or in the aggregate, reasonably be expected to not have a Material Adverse Effect and (ii) such rights-of-way that, if not obtained, would not, individually or in the aggregate, reasonably be expected to not have a Material Adverse Effect; other than as set forth, and subject to the limitations contained, in the Disclosure Package and Registration Statement, the Final Pre-Pricing Prospectus, the Operating Prospectus or any Permitted Free Writing Prospectus, the Partnership and the Operating Subsidiaries Entities have fulfilled and performed all of their 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 would not have a Material Adverse Effect; Effect and, except as described in the Disclosure Package and Registration Statement, the Final Pre-Pricing Prospectus, the Prospectus or any Permitted Free Writing Prospectus, none of such rights-of-way contains any restriction that is materially burdensome to the Operating Partnership and the Operating SubsidiariesEntities, taken as a whole.

Rights-of-Way. The Operating Partnership and Each of the Operating Subsidiaries have Company Entities has such easements or rights-of-way from each person (collectively, “rights-of-way”) as are necessary to conduct their its business in the manner described, and subject to the limitations contained, in the Registration Statement, the Disclosure Package and the Final Prospectus, except for (i) qualifications, reservations and encumbrances that would not, individually or as may be set forth in the aggregateRegistration Statement, reasonably be expected to have a Material Adverse Effect the Disclosure Package and the Prospectus and (ii) such rights-of-way that, if not obtained, would notnot have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; each of the Company Entities has, other than as set forth, and subject to the limitations contained, in the Registration Statement, the Disclosure Package and the Final Prospectus, the Operating Partnership and the Operating Subsidiaries have fulfilled and performed all of their 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 would not have a Material Adverse Effect; and, except as described in the Registration Statement, the Disclosure Package and the Final Prospectus, none of such rights-of-way contains any restriction that is materially burdensome to would, individually or in the Operating Partnership and the Operating Subsidiariesaggregate, taken as have a wholeMaterial Adverse Effect.

Rights-of-Way. The Operating Partnership Except as described in the Registration Statement and the Operating Subsidiaries have Prospectus, (A) the Partnership Entities have, and at each Settlement Date will have, such easements or rights-of-way from each person (collectively, “rights-of-way”) or rights of use related thereto as are necessary to conduct their business of the Partnership in the manner described, and subject to the limitations contained, in the Registration Statement, the General Disclosure Package and the Final Prospectus, except for (i1) qualifications, reservations and encumbrances that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (ii2) such rights-of-way that, if not obtained, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; other than as set forth, and subject to (B) the limitations contained, in the Disclosure Package and the Final Prospectus, the Operating Partnership and the Operating Subsidiaries Entities have fulfilled and performed all of their 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 would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and, except as described in the Disclosure Package and the Final Prospectus, none of such rights-of-way contains any restriction that is materially burdensome to the Operating Partnership and the Operating Subsidiaries, taken as a whole.

Rights-of-Way. The Operating Each of the Partnership and the Operating Subsidiaries have Entities has such easements or rights-of-way from each person (collectivelyconsents, “easements, rights-of-way, permits or licenses (collectively, “Rights-of-Way”) from each individual or a corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other form of entity (each, a “Person”) as are necessary to conduct their its business in the manner describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, subject to the limitations contained, described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, if any, except for (i) qualifications, reservations and encumbrances with respect thereto that would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (ii) such rightsRights-of-way Way that, if not obtained, would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; other than as set forth, and subject to each of the limitations containedPartnership Entities has fulfilled and performed, in the Disclosure Package and the Final Prospectusall material respects, the Operating Partnership and the Operating Subsidiaries have fulfilled and performed all of their material its 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 would not could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and, except as described in the Disclosure Package and the Final Prospectus, none of such rights-of-way contains any restriction that is materially burdensome to the Operating Partnership and the Operating Subsidiaries, taken as a whole.

Rights-of-Way. The Operating Partnership Each of the YieldCo Entities has, and the Operating Subsidiaries have as of each Settlement Date will have, such easements or consents, easements, rights-of-way or licenses from each any person (collectively, “rights-of-way”) as are necessary to conduct their its business in the manner describeddescribed in the Registration Statement, and subject to the limitations contained, in the Disclosure Package and the Final Prospectus, subject to such qualifications as may be set forth in the Registration Statement, the Disclosure Package and the Prospectus, except for (i) qualificationssuch rights-of-way the failure of which to obtain, reservations and encumbrances that would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (ii) such rights-of-way that, if not obtained, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; other than as set forth, and subject to each of the limitations contained, in the Disclosure Package and the Final Prospectus, the Operating Partnership and the Operating Subsidiaries YieldCo Entities will have fulfilled and performed all of their material its obligations with respect to such rights-of-way and no event has shall have 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, way except for such revocations, terminations and impairments that would not have reasonably be expected to (i) have, individually or in the aggregate, a material adverse effect on the earnings, business, properties, operations, condition (financial or otherwise) or prospects of the YieldCo Entities taken as a whole or (ii) prevent the consummation of the transactions contemplated by this Agreement (the occurrence of any such effect or any such prevention described in the foregoing clauses (i) and (ii) being referred to as a “Material Adverse Effect; and, except as described in the Disclosure Package and the Final Prospectus, none of such rights-of-way contains any restriction that is materially burdensome to the Operating Partnership and the Operating Subsidiaries, taken as a whole”).

Rights-of-Way. The Operating Partnership and Each of the Operating Subsidiaries have Calumet Parties has such easements or consents, easements, rights-of-way way, permits or licenses from each person (collectively, “rights-of-way”) as are necessary to conduct their its business in the manner described, and subject to the limitations contained, in the Disclosure Package and the Final ProspectusSEC Reports, except for (i) qualifications, reservations and encumbrances that as may be set forth in the SEC Reports which would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and or (ii) such rights-of-way that, if not obtained, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; other than as set forth, and subject to the limitations contained, in the Disclosure Package and SEC Reports, each of the Final Prospectus, the Operating Partnership and the Operating Subsidiaries have Calumet Parties has fulfilled and performed all of their material its 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 would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; and, except as described in the Disclosure Package and the Final Prospectus, none of such rights-of-way contains any restriction that is materially burdensome to the Operating Partnership and the Operating Subsidiaries, taken as a whole.

Rights-of-Way. The Operating Each of the Partnership and the Operating Subsidiaries have Parties has such easements or easements, rights-of-way or other similar agreements from each person (collectively, “rights-of-way”) as are necessary to conduct their its business in the manner described, and subject to the limitations contained, in the General Disclosure Package and the Final ProspectusOffering Memorandum, except for (i) qualifications, reservations and encumbrances that would not, individually or as may be set forth in the aggregate, reasonably be expected to have a Material Adverse Effect General Disclosure Package and the Final Offering Memorandum and (ii) such rights-of-way that, if not obtained, would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; each of the Partnership Parties has, other than as set forth, and subject to the limitations contained, in the General Disclosure Package and the Final ProspectusOffering Memorandum, the Operating Partnership and the Operating Subsidiaries have fulfilled and performed all of their 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 would not have reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; and, except as described in the General Disclosure Package and the Final ProspectusOffering Memorandum, none of such rights-of-way contains any restriction that is materially burdensome would reasonably be expected to have, individually or in the Operating Partnership and the Operating Subsidiariesaggregate, taken as a wholeMaterial Adverse Effect.

Rights-of-Way. The Operating Partnership Except as described in or contemplated by the Prospectus, each of the Company and the Operating its Subsidiaries have has such easements or rights-of-way from each person (collectively, “rights-of-way”) as are necessary to conduct their its business in the manner described, and subject to the limitations contained, described in the Disclosure Package and the Final Prospectus, except for (i) qualifications, reservations and encumbrances that would notnot have, or reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (ii) such rights-of-way that, if not obtained, would notnot have, or reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; other than as set forth, and subject to the limitations contained, in the Disclosure Package and the Final Prospectus, each of the Operating Partnership Company and the Operating its Subsidiaries have has fulfilled and performed all of their its material obligations with respect to such rights-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 rights-of-way, except for such revocations, terminations and impairments that would not have have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; and, except as described in the Disclosure Package and the Final Prospectus, none of such rights-of-way contains any restriction that is materially burdensome to the Operating Partnership and the Operating Company or its Subsidiaries, taken as a whole.

Rights-of-Way. The Operating Partnership Company and the Operating Subsidiaries its subsidiaries have such easements or rights-of-way from each person (collectively, “rights-of-way”) as are necessary to conduct their business in the manner described, and subject to the limitations contained, in the Registration Statement, the General Disclosure Package and or the Final Prospectus, except for (i) qualifications, reservations and encumbrances that would notthat, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect and (ii) such rights-of-way that, if not obtained, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; other than as set forth, and subject to the limitations contained, in the Registration Statement, the General Disclosure Package and or the Final Prospectus, the Operating Partnership Company and the Operating Subsidiaries its subsidiaries have fulfilled and performed all of their 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 would not have a Material Adverse Effect; and, except as described in the Registration Statement, the General Disclosure Package and or the Final Prospectus, none of such rights-of-way contains any restriction that is materially burdensome to the Operating Partnership Company and the Operating Subsidiariesits subsidiaries, taken as a whole.

Rights-of-Way. The Operating Partnership Each of the YieldCo Entities has, and the Operating Subsidiaries have as of each Date of Delivery will have, such easements or consents, easements, rights-of-way or licenses from each any person (collectively, “rights-of-way”) as are necessary to conduct their its business in the manner described, and subject to the limitations contained, described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, subject to such qualifications as may be set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except for (i) qualificationssuch rights-of-way the failure of which to obtain, reservations and encumbrances that would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (ii) such rights-of-way that, if not obtained, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; other than as set forth, and subject to each of the limitations contained, in the Disclosure Package and the Final Prospectus, the Operating Partnership and the Operating Subsidiaries YieldCo Entities will have fulfilled and performed all of their material its obligations with respect to such rights-of-way and no event has shall have 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, way except for such revocations, terminations and impairments that would not have reasonably be expected to (A) have, individually or in the aggregate, a material adverse effect on the earnings, business, properties, operations, condition (financial or otherwise) or prospects of the YieldCo Entities taken as a whole or (B) prevent the consummation of the transactions contemplated by this Agreement (the occurrence of any such effect or any such prevention described in the foregoing clauses (A) and (B) being referred to as a “Material Adverse Effect; and, except as described in the Disclosure Package and the Final Prospectus, none of such rights-of-way contains any restriction that is materially burdensome to the Operating Partnership and the Operating Subsidiaries, taken as a whole”).

Rights-of-Way. The Operating Partnership and the Operating Subsidiaries have such easements or rights-of-way from each person (collectively, “rights-of-way”) as are necessary to conduct their business in the manner described, and subject to the limitations contained, in the Disclosure Package and the Final Prospectus, except for (i) qualifications, reservations and encumbrances that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect Effect, and (ii) such rights-of-way that, if not obtained, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; other than as set forth, and subject to the limitations contained, in the Disclosure Package and the Final Prospectus, the Operating Partnership and the Operating Subsidiaries have fulfilled and performed all of their 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 would not have a Material Adverse Effect; and, except as described in the Disclosure Package and the Final Prospectus, none of such rights-of-way contains any restriction that is materially burdensome to the Operating Partnership and the Operating Subsidiaries, taken as a whole.

Rights-of-Way. The Operating Each of the Partnership and Parties has, or upon the Operating Subsidiaries have closing of the Transaction will have, such easements or easements, rights-of-way or other similar agreements from each person (collectively, “rights-of-way”) as are necessary to conduct their its business in the manner described, and subject to the limitations contained, described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, except for (i) qualifications, reservations and encumbrances that would not, individually or as may be set forth in the aggregateRegistration Statement, reasonably be expected to have a Material Adverse Effect the Pricing Disclosure Package and the Prospectus and (ii) such rights-of-way that, if not obtained, would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; each of the Partnership Parties has, other than as set forth, and subject to the limitations contained, forth in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, the Operating Partnership and the Operating Subsidiaries have fulfilled and performed all of their 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 would not have reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; and, except as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, none of such rights-of-way contains any restriction that is materially burdensome would reasonably be expected to have, individually or in the Operating Partnership and the Operating Subsidiariesaggregate, taken as a wholeMaterial Adverse Effect.

Rights-of-Way. The Operating Except as described in the NEP Execution Date SEC Documents, (A) the Partnership and the Operating Subsidiaries have Entities have, such easements or rights-of-way from each person (collectively, “rightsRights-of-wayWay”) or rights of use related thereto as are necessary to conduct their business of the Partnership in the manner described, and subject to the limitations contained, in the Disclosure Package and the Final ProspectusNEP Execution Date SEC Documents, except for (i1) qualifications, reservations and encumbrances that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (ii2) such rightsRights-of-way Way that, if not obtained, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; other than as set forth, Effect and subject to (B) the limitations contained, in the Disclosure Package and the Final Prospectus, the Operating Partnership and the Operating Subsidiaries Entities have fulfilled and performed all of their 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 would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and, except as described in the Disclosure Package and the Final Prospectus, none of such rights-of-way contains any restriction that is materially burdensome to the Operating Partnership and the Operating Subsidiaries, taken as a whole.

Rights-of-Way. The Operating Each of the Partnership and the Operating Subsidiaries have Entities has such easements or consents, easements, rights-of-way way, permits or licenses from each person (collectively, “rights-of-way”) as are necessary to conduct their its business in the manner describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, subject to the limitations contained, described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, if any, except for (i) qualifications, reservations and encumbrances with respect thereto that would not, individually or in the aggregate, reasonably be expected to not have a Material Adverse Effect and (ii) such rights-of-way that, if not obtained, would notnot have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; other than as set fortheach of the Partnership Entities has, or at the applicable Delivery Date will have, fulfilled and subject to the limitations containedperformed, in the Disclosure Package and the Final Prospectusall material respects, the Operating Partnership and the Operating Subsidiaries have fulfilled and performed all of their material its 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 that, individually or in the aggregate, would not have a Material Adverse Effect; and, except as described in the Disclosure Package and the Final Prospectus, none of such rights-of-way contains any restriction that is materially burdensome would reasonably be expected to have, individually or in the Operating Partnership and the Operating Subsidiariesaggregate, taken as a wholeMaterial Adverse Effect.