4.2 BEING BREACHED, SELLER
WILL PROMPTLY FURNISH BUYER WRITTEN NOTICE THEREOF.
(V)
CONDEMNATION.
THERE IS NO ACTUAL OR, TO SELLER'S KNOWLEDGE, THREATENED
TAKING (WHETHER PERMANENT, TEMPORARY, WHOLE OR PARTIAL) OF ANY PART OF THE
ASSETS BY REASON OF CONDEMNATION OR THE THREAT OF CONDEMNATION.
(W)
SPECIAL TITLE WARRANTY.
THE SUBJECT INTERESTS AND REAL PROPERTY INTERESTS
COMPRISING THE PIPELINE SYSTEM ARE FREE FROM THE CLAIMS OF ANY PERSONS LAWFULLY
CLAIMING OR TO CLAIM THE SAME OR ANY PART THEREOF, BY, THROUGH OR UNDER SELLER,
BY VIRTUE OF ANY PRIOR CONVEYANCE, LIEN OR ENCUMBRANCE MADE, DONE OR SUFFERED BY
SELLER FROM AND AFTER AUGUST 1, 2005, EXCEPT FOR PERMITTED ENCUMBRANCES.
SECTION 4.2
REPRESENTATIONS AND WARRANTIES OF BUYER.
BUYER
REPRESENTS AND WARRANTS TO SELLER AS FOLLOWS:
(A)
ORGANIZATION AND QUALIFICATION.
BUYER IS A LIMITED PARTNERSHIP DULY
ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE STATE OF
DELAWARE AND HAS THE REQUISITE COMPANY POWER TO CARRY ON ITS BUSINESS AS IT IS
NOW BEING CONDUCTED.
BUYER IS DULY QUALIFIED TO DO BUSINESS, AND IS IN GOOD
STANDING, IN EACH JURISDICTION IN WHICH THE ASSETS TO BE ACQUIRED BY IT MAKES
SUCH QUALIFICATION NECESSARY.
(B)
AUTHORITY.
BUYER HAS ALL REQUISITE PARTNERSHIP POWER AND AUTHORITY TO
EXECUTE AND DELIVER THIS AGREEMENT AND TO PERFORM ITS OBLIGATIONS UNDER THIS
AGREEMENT.
THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED HEREBY HAVE BEEN DULY AND VALIDLY AUTHORIZED BY ALL
REQUISITE PARTNERSHIP ACTION ON THE PART OF BUYER.
(C)
ENFORCEABILITY.
THIS AGREEMENT CONSTITUTES A VALID AND BINDING AGREEMENT
OF BUYER ENFORCEABLE AGAINST BUYER IN ACCORDANCE WITH ITS TERMS, SUBJECT TO (I)
APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM AND OTHER SIMILAR
LAWS OF GENERAL APPLICATION WITH RESPECT TO CREDITORS, (II) GENERAL PRINCIPLES
OF EQUITY AND (III) THE POWER OF A COURT TO DENY ENFORCEMENT OF REMEDIES
GENERALLY BASED UPON PUBLIC POLICY.
(D)
NO CONFLICT OR VIOLATION.
EXCEPT FOR ANY EXCEPTIONS SET FORTH IN SECTION
4.2(E), NEITHER THE EXECUTION AND DELIVERY OF THIS AGREEMENT NOR THE
CONSUMMATION OF THE TRANSACTIONS AND PERFORMANCE OF THE TERMS AND CONDITIONS
CONTEMPLATED HEREBY BY BUYER WILL (I) CONFLICT WITH OR RESULT IN A VIOLATION OR
BREACH OF OR DEFAULT UNDER ANY PROVISION OF THE CERTIFICATE OF LIMITED
PARTNERSHIP, PARTNERSHIP AGREEMENT OR OTHER SIMILAR GOVERNING DOCUMENTS OF BUYER
OR ANY MATERIAL AGREEMENT, INDENTURE OR OTHER INSTRUMENT UNDER WHICH BUYER IS
BOUND OR (II) VIOLATE OR CONFLICT WITH ANY LAW APPLICABLE TO BUYER OR THE
ASSETS.
8
(E)
CONSENTS.
EXCEPT FOR CONSENTS OR APPROVALS OF OR FILINGS WITH THE
APPLICABLE GOVERNMENTAL AUTHORITIES IN CONNECTION WITH ASSIGNMENTS OF THE
SUBJECT INTERESTS AND MEMBERSHIP INTERESTS AS CONTEMPLATED BY SECTION 7.2, NO
CONSENT, APPROVAL, AUTHORIZATION OR PERMIT OF, OR FILING WITH OR NOTIFICATION
TO, ANY PERSON IS REQUIRED FOR OR IN CONNECTION WITH THE EXECUTION AND DELIVERY
OF THIS AGREEMENT BY BUYER OR FOR OR IN CONNECTION WITH THE CONSUMMATION OF THE
TRANSACTIONS AND PERFORMANCE OF THE TERMS AND CONDITIONS CONTEMPLATED HEREBY BY
BUYER.
(F)
ACTIONS.
THERE IS NO ACTION PENDING (WITH SERVICE