OF THE TEPPCO PARTIES AND
JONAH HAS ALL REQUISITE POWER AND AUTHORITY TO CARRY ON ITS BUSINESS AS
PRESENTLY CONDUCTED, TO ENTER INTO THIS AGREEMENT AND THE PARTNERSHIP AGREEMENT,
AS APPLICABLE, AND TO PERFORM ITS OBLIGATIONS HEREUNDER AND THEREUNDER.
THE
EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE PARTNERSHIP AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY HAVE BEEN DULY AND VALIDLY
AUTHORIZED AND APPROVED BY ALL REQUISITE ACTION ON THE PART OF EACH OF THE
TEPPCO PARTIES AND JONAH AND WILL NOT (I) REQUIRE ANY CONSENT, AUTHORIZATION OR
APPROVAL OF, OR EXEMPTION BY, OR FILING UNDER ANY PROVISION OF ANY LAW, STATUTE,
RULE OR REGULATION TO WHICH THE TEPPCO PARTIES, JONAH OR THE JONAH GAS GATHERING
SYSTEM ARE SUBJECT, (II)
VIOLATE ANY PROVISION OF THE TEPPCO PARTIES' OR
JONAH'S CERTIFICATE OF INCORPORATION, BYLAWS, PARTNERSHIP AGREEMENT OR OTHER
GOVERNING DOCUMENTS, (III) VIOLATE ANY JUDGMENT, ORDER, WRIT OR DECREE OF ANY
COURT APPLICABLE TO THE TEPPCO PARTIES, JONAH OR THE JONAH GAS GATHERING SYSTEM,
(IV) CONFLICT WITH, RESULT IN A BREACH OF, CONSTITUTE A DEFAULT UNDER, OR
ACCELERATE OR PERMIT THE ACCELERATION OF THE PERFORMANCE REQUIRED BY, OR REQUIRE
ANY CONSENT, AUTHORIZATION OR APPROVAL UNDER ANY AGREEMENT, CONTRACT,
COMMITMENT, LEASE OR OTHER INSTRUMENT, DOCUMENT OR UNDERTAKING TO WHICH THE
TEPPCO PARTIES OR JONAH IS A PARTY OR BY WHICH THE TEPPCO PARTIES, JONAH OR ANY
PART OF THE JONAH GAS GATHERING SYSTEM IS BOUND OR (V) RESULT IN THE CREATION OR
IMPOSITION OF ANY ENCUMBRANCE UPON JONAH OR THE JONAH GAS GATHERING SYSTEM,
EXCEPT IN THE CASE OF CLAUSES (I), (IV) AND (V) AS WOULD NOT HAVE A MATERIAL
ADVERSE EFFECT.
(C)
EXECUTION; ENFORCEABILITY.
THIS AGREEMENT AND THE PARTNERSHIP
AGREEMENT HAVE BEEN DULY EXECUTED AND DELIVERED ON BEHALF OF EACH OF THE TEPPCO
PARTIES AND JONAH, AS APPROPRIATE, AND CONSTITUTE LEGAL, VALID AND BINDING
OBLIGATIONS OF EACH OF THE TEPPCO PARTIES AND JONAH ENFORCEABLE AGAINST EACH OF
THE TEPPCO PARTIES AND JONAH IN ACCORDANCE WITH THEIR TERMS, EXCEPT TO THE
EXTENT THAT ENFORCEABILITY MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY, MORATORIUM
OR OTHER SIMILAR LAWS PRESENTLY OR HEREAFTER IN EFFECT RELATING TO OR AFFECTING
THE ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY AND BY GENERAL PRINCIPLES OF
EQUITY (REGARDLESS OF WHETHER ENFORCEMENT IS CONSIDERED IN A PROCEEDING IN
EQUITY OR AT LAW).
3
(D)
PAYMENT OF TAXES.
JONAH HAS PAID IN FULL ALL TAXES AND
ASSESSMENTS DUE AGAINST THE JONAH GAS GATHERING SYSTEM TO THE APPLICABLE TAXING
AUTHORITY, EXCEPT FOR TAXES BEING CONTESTED IN GOOD FAITH.
ALL TAX RETURNS AND
REPORTS REQUIRED BY APPLICABLE LAW OR GOVERNMENTAL REGULATIONS HAVE BEEN FILED
BY JONAH, AND SUCH RETURNS AND REPORTS ARE TRUE, CORRECT AND COMPLETE AND
PRESENT FAIRLY AND ACCURATELY THE INFORMATION REQUIRED TO BE SHOWN THEREIN.
THERE ARE NO TAX DEFICIENCIES THAT HAVE BEEN ASSESSED, OR ARE PROPOSED OR
THREATENED, AND NO AUDIT OF JONAH BY ANY FEDERAL, STATE OR LOCAL AUTHORITY IS IN
PROGRESS, PROPOSED OR, TO THE KNOWLEDGE OF THE TEPPCO PARTIES AND JONAH,
THREATENED.
THERE ARE NO TAX LIENS UPON THE