JONAH GAS GATHERING SYSTEM OTHER
THAN FOR TAXES NOT YET DUE.
(E)
INFORMATION.
THE TEPPCO PARTIES AND JONAH HAVE PROVIDED
ENTERPRISE WITH INFORMATION RELATING TO THE JONAH GAS GATHERING SYSTEM THAT IS
COMPLETE AND ACCURATE IN ALL MATERIAL RESPECTS.
NO REPRESENTATION OR WARRANTY
OF EITHER THE TEPPCO PARTIES OR JONAH CONTAINED IN THIS AGREEMENT CONTAINS ANY
UNTRUE STATEMENT OF MATERIAL FACT, OR OMITS TO STATE ANY MATERIAL FACT NECESSARY
TO MAKE THE STATEMENTS MADE THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH
THEY WERE MADE, NOT MISLEADING.
ALL CONTRACTS, PERMITS AND OTHER DOCUMENTS AND
INSTRUMENTS FURNISHED OR MADE AVAILABLE TO ENTERPRISE BY THE TEPPCO PARTIES AND
JONAH, INCLUDING BUT NOT LIMITED TO OPERATIONAL INFORMATION AND THE EASEMENTS,
GAS CONTRACTS, PERMITS AND RECORDS, ARE TRUE, COMPLETE AND ACCURATE ORIGINALS OR
COPIES OF ORIGINALS AND INCLUDE ALL AMENDMENTS, SUPPLEMENTS, WAIVERS AND
MODIFICATIONS THERETO.
THERE IS NO FACT, DEVELOPMENT OR THREATENED DEVELOPMENT
(EXCLUDING GENERAL ECONOMIC FACTORS AFFECTING BUSINESS IN GENERAL) THAT EITHER
THE TEPPCO PARTIES OR JONAH HAS NOT DISCLOSED TO ENTERPRISE IN THIS AGREEMENT OR
THE SCHEDULES HERETO THAT MAY HAVE A MATERIAL ADVERSE EFFECT OR, SO FAR AS
EITHER THE TEPPCO PARTIES OR JONAH CAN NOW FORESEE, MAY IN THE FUTURE HAVE A
MATERIAL ADVERSE EFFECT ON THE JONAH GAS GATHERING SYSTEM OR THE PARTNERSHIP.
(F)
CAPITALIZATION.
THE TEPPCO PARTIES OWN ALL OF THE ISSUED AND
OUTSTANDING PARTNERSHIP INTERESTS OF JONAH, WHICH INTERESTS ARE SET FORTH IN THE
RECITALS TO THIS AGREEMENT, AND OWN SUCH INTERESTS FREE AND CLEAR OF ALL
ENCUMBRANCES OF ANY NATURE WHATSOEVER.
JONAH HAS NO OTHER OUTSTANDING EQUITY
INTERESTS AND THERE ARE NO OUTSTANDING CONTRACTS, AGREEMENTS, SUBSCRIPTIONS,
OPTIONS, RIGHTS, WARRANTS OR OTHER COMMITMENTS OF ANY NATURE WHATSOEVER RELATING
TO THE ISSUANCE, SALE, TRANSFER, EXCHANGE OR CONVERSION OF ANY EQUITY, DEBT OR
OTHER SECURITIES OF JONAH.
JONAH DOES NOT OWN ANY EQUITY OR OTHER INTEREST IN
ANY OTHER PERSON; PROVIDED THAT, ON THE EFFECTIVE DATE AND SIMULTANEOUSLY WITH
THE SIGNING OF THIS AGREEMENT AND THE PARTNERSHIP AGREEMENT, TMC WILL CONTRIBUTE
ALL OF ITS INTEREST IN JONAH GAS MARKETING, LLC TO THE PARTNERSHIP AND AFTER
SUCH CONTRIBUTION THE PARTNERSHIP WILL OWN 100% OF THE OUTSTANDING MEMBERSHIP
INTERESTS IN JONAH GAS MARKETING, LLC.
(G)
FINANCIAL STATEMENTS; RECORDS.
THE TEPPCO PARTIES AND JONAH HAVE
DELIVERED TO ENTERPRISE: THE MARCH 31, 2006 BALANCE SHEET (THE "BALANCE SHEET")
OF JONAH AND THE STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31,
2006. SUCH FINANCIAL STATEMENTS AND NOTES FAIRLY PRESENT THE FINANCIAL CONDITION
AND RESULTS OF OPERATIONS OF JONAH AND
4
THE JONAH GAS GATHERING SYSTEM AS AT THE RESPECTIVE DATES OF AND FOR THE PERIODS
REFERRED TO IN SUCH FINANCIAL STATEMENTS AND REFLECT THE CONSISTENT APPLICATION
OF THE ACCOUNTING PRINCIPLES APPLIED THERETO.
THE RECORDS OF JONAH AND THE
JONAH GAS GATHERING SYSTEM, ALL OF WHICH HAVE BEEN MADE AVAILABLE TO ENTERPRISE,
ARE COMPLETE AND CORRECT IN ALL MATERIAL RESPECTS AND HAVE BEEN PREPARED AND
MAINTAINED IN ACCORDANCE WITH SOUND BUSINESS PRACTICES AND, WHERE APPLICABLE, IN
CONFORMITY WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES