TO CONSUMMATE THE
TRANSACTIONS CONTEMPLATED HEREIN OR THEREIN AND TO TAKE ALL ACTIONS REQUIRED TO
BE TAKEN BY IT PURSUANT TO THE PROVISIONS HEREOF OR THEREOF, AND EACH OF THIS
AGREEMENT AND THE EXHIBITS HERETO CONSTITUTES THE VALID AND BINDING OBLIGATION
OF EACH OF BUYER AND THE PARTNERSHIP, ENFORCEABLE AGAINST EACH SUCH PARTY IN
ACCORDANCE WITH ITS TERMS, SUBJECT TO APPLICABLE BANKRUPTCY, INSOLVENCY,
REORGANIZATION, MORATORIUM AND OTHER SIMILAR LAWS AFFECTING CREDITORS' RIGHTS
GENERALLY AND TO THE PRINCIPLES OF EQUITY (WHETHER ENFORCEMENT IS SOUGHT IN A
PROCEEDING IN EQUITY OR AT LAW).
SECTION 4.3
NON-CONTRAVENTION.
NEITHER THE
EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE SCHEDULES AND EXHIBITS HERETO,
NOR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THEREIN, DOES OR
SHALL VIOLATE, CONFLICT WITH OR RESULT IN BREACH OF OR REQUIRE NOTICE OR CONSENT
UNDER ANY LAW, THE CERTIFICATE OR AGREEMENT OF LIMITED PARTNERSHIP OF
BUYER OR
THE PARTNERSHIP NOR OR ANY PROVISION OF ANY AGREEMENT OR INSTRUMENT TO WHICH
BUYER OR THE PARTNERSHIP IS A PARTY.
SECTION 4.4
VALIDITY.
THERE IS NO
INVESTIGATION, CLAIM, PROCEEDING OR LITIGATION OF ANY TYPE PENDING OR, TO THE
KNOWLEDGE OF BUYER, THREATENED TO WHICH BUYER IS A PARTY THAT (I) QUESTIONS OR
INVOLVES THE VALIDITY OR ENFORCEABILITY OF ANY OF BUYER'S OBLIGATIONS UNDER THIS
AGREEMENT OR ANY OF THE EXHIBITS HERETO OR (II) SEEKS (OR REASONABLY MIGHT BE
EXPECTED TO SEEK) (A) TO PREVENT OR DELAY THE CONSUMMATION BY BUYER OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR (B) DAMAGES IN CONNECTION WITH
ANY SUCH CONSUMMATION.
SECTION 4.5
BROKER INVOLVEMENT.
NEITHER
BUYER NOR THE PARTNERSHIP HAS HIRED, RETAINED OR DEALT WITH ANY BROKER OR FINDER
IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
SECTION 4.6
VALID ISSUANCE.
AT THE CLOSING
DATE, THE CLOSING COMMON UNITS AND THE LIMITED PARTNER INTERESTS REPRESENTED
THEREBY WILL BE DULY AND VALIDLY AUTHORIZED BY THE PARTNERSHIP AGREEMENT AND,
WHEN ISSUED AND DELIVERED IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, WILL
BE DULY AND VALIDLY ISSUED, FULLY PAID (TO THE EXTENT REQUIRED UNDER THE
PARTNERSHIP AGREEMENT) AND NON-ASSESSABLE (EXCEPT AS SUCH NONASSESSABILITY MAY
BE AFFECTED BY MATTERS DESCRIBED IN THE SHELF PROSPECTUS UNDER THE CAPTION "THE
PARTNERSHIP AGREEMENT - LIMITED LIABILITY").
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SECTION 4.7
EXCHANGE ACT REPORTS.
THE
INFORMATION CONCERNING THE PARTNERSHIP IN THE PARTNERSHIP'S FILINGS, REPORTS AND
SUBMISSIONS UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, INCLUDING,
WITHOUT LIMITATION, THE FINANCIAL STATEMENTS INCLUDED THEREIN, MADE IN THE
PARTNERSHIP'S MOST RECENT FORM 10-K AND SINCE THE BEGINNING OF ITS MOST RECENT
FISCAL YEAR, TRUE COPIES OF WHICH HAVE BEEN PROVIDED TO SELLER, DOES NOT CONTAIN
ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT A MATERIAL FACT NECESSARY TO
MAKE THE STATEMENTS THEREIN NOT MISLEADING IN LIGHT OF THE CIRCUMSTANCES UNDER
WHICH THEY WERE MADE.
SECTION 4.8
BUYER'S REVIEW.
IN CONNECTION
WITH ITS DECISION TO PURCHASE THE MEMBERSHIP INTERESTS, BUYER ACKNOWLEDGES THAT
IT IS A SOPHISTICATED PARTY WITH SUCH KNOWLEDGE AND EXPERIENCE IN BUSINESS AND
FINANCIAL MATTERS AS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS