EFFORT OR EXPENSE.
(IV)
SUCH PARTNER IS AN "ACCREDITED INVESTOR"
WITHIN THE MEANING OF RULE 501 OF THE SECURITIES ACT OF 1933, AS AMENDED.
(V)
SUCH PARTNER IS AN INVESTOR WHO HAS SUCH
KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AS TO BE CAPABLE OF
EVALUATING THE MERITS AND RISKS OF AN INVESTMENT IN THE PARTNERSHIP BASED UPON
(I) THE INFORMATION FURNISHED BY THE PARTNERSHIP;
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(II) SUCH PARTNER'S PERSONAL KNOWLEDGE OF THE BUSINESS AND AFFAIRS OF THE
PARTNERSHIP; (III) THE RECORDS, FILES, AND PLANS OF THE PARTNERSHIP TO ALL OF
SUCH PARTNER HAS HAD FULL ACCESS; (IV) SUCH ADDITIONAL INFORMATION AS SUCH
PARTNER MAY HAVE REQUESTED AND HAS RECEIVED FROM THE PARTNERSHIP; AND (V) THE
INDEPENDENT INQUIRIES AND INVESTIGATIONS UNDERTAKEN BY SUCH PARTNER.
(VI)
NO PERSON HAS MADE ANY DIRECT OR INDIRECT
REPRESENTATION OR WARRANTY OF ANY KIND TO SUCH PARTNER WITH RESPECT TO THE
ECONOMIC RETURN WHICH MAY ACCRUE TO SUCH PARTNER. SUCH PARTNER HAS CONSULTED
WITH HIS, HER OR ITS OWN ADVISORS WITH RESPECT TO AN INVESTMENT IN THE
PARTNERSHIP.
(VII)
ALL INFORMATION, REPRESENTATIONS, AND WARRANTIES
CONTAINED HEREIN OR OTHERWISE GIVEN OR MADE TO THE PARTNERSHIP BY SUCH PARTNER
IN ANY OTHER WRITTEN STATEMENT OR DOCUMENT DELIVERED IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED HEREBY ARE CORRECT AND COMPLETE AS OF THE DATE OF THIS
AGREEMENT AND MAY BE RELIED UPON BY THE PARTNERSHIP, AND, IF THERE SHOULD BE ANY
MATERIAL CHANGE IN SUCH INFORMATION PRIOR TO THE SUCH PARTNER'S EXECUTION OF
THIS AGREEMENT, SUCH PARTNER WILL IMMEDIATELY FURNISH SUCH REVISED OR CORRECTED
INFORMATION TO THE PARTNERSHIP.
(G) CREST AGREEMENT.
EACH PARTNER ACKNOWLEDGES THAT (I) IT HAS RECEIVED AND
REVIEWED A COPY OF THE SETTLEMENT AND PURCHASE AGREEMENT BY AND AMONG CHENIERE
ENERGY, INC., CXY CORPORATION, CREST ENERGY, L.L.C., CREST INVESTMENT COMPANY
AND FREEPORT LNG TERMINAL, LLC DATED AS OF JUNE 14, 2001 (THE "CREST
AGREEMENT"), (II) THE PARTNERSHIP SHALL BE OBLIGATED ONLY TO PAY THE ROYALTY (AS
DEFINED IN THE CREST AGREEMENT) SOLELY WITH RESPECT TO THE PROJECT AND (III)
CHENIERE SHALL BE RESPONSIBLE FOR ALL OTHER PAYMENTS AND OBLIGATIONS OWING TO
CREST, IF ANY, UNDER THE CREST AGREEMENT.
6.3
Representations and Warranties of General
Partner and LNG Investments.
As of the date hereof, the General Partner and LNG
Investments jointly and severally represent and warrant that:
(A) DUE ORGANIZATION AND AUTHORITY.
THE PARTNERSHIP IS DULY ORGANIZED AND
VALIDLY EXISTING UNDER THE LAWS OF DELAWARE.
THE PARTNERSHIP HAS DELIVERED TO
CHENIERE A TRUE AND CORRECT COPY OF THE CERTIFICATE OF LIMITED PARTNERSHIP.
(B) EXPENSES.
AS OF THE CLOSING DATE, OTHER THAN (I) THE LEASE AGREEMENT, (II)
THE LNG INVESTMENTS EXPENSES AND (III) OBLIGATIONS WHICH AN ENTITY IN THIS
INDUSTRY WOULD HAVE ORDINARILY INCURRED AT THIS STAGE IN ITS DEVELOPMENT, THE
PARTNERSHIP HAS INCURRED NO OBLIGATIONS OR EXPENSES, INCLUDING OBLIGATION FOR
BORROWED MONEY.
ARTICLE VII
RIGHTS AND OBLIGATIONS OF PARTNERS
7.1
Limited Liability.
No Limited Partner shall
be personally liable for any debts, liabilities, or obligations of the
Partnership; provided that each Partner shall be responsible