TO OIL AND GAS OPERATIONS,
PIPELINES, AND THE GATHERING, STORAGE AND TRANSPORTATION OF HYDROCARBONS.
EXCEPT AS DISCLOSED ON SCHEDULE 2.1(N), JONAH HAS OBTAINED ALL NECESSARY AND
APPROPRIATE FRANCHISES, LICENSES, LEASES AND PERMITS TO OWN AND OPERATE THE
JONAH GAS GATHERING SYSTEM AND TO CONDUCT JONAH'S BUSINESS AS CURRENTLY BEING
CONDUCTED AND IN ACCORDANCE WITH ALL RULES AND REGULATIONS OF ANY GOVERNMENTAL
AUTHORITY AS WOULD BE OBTAINED BY A PRUDENT OPERATOR, EXCEPT WHERE THE FAILURE
TO OBTAIN SUCH ITEMS WOULD NOT HAVE A MATERIAL ADVERSE EFFECT.
(O)
INSURANCE.
JONAH MAINTAINS (EITHER DIRECTLY OR INDIRECTLY THROUGH
ITS AFFILIATES) INSURANCE WITH REPUTABLE INSURERS WITH RESPECT TO THE JONAH GAS
GATHERING SYSTEM AGAINST ALL RISKS NORMALLY INSURED AGAINST AND IN AMOUNTS
NORMALLY CARRIED BY ENTITIES OF SIMILAR SIZE ENGAGED IN SIMILAR LINES OF
BUSINESS.
ALL SUCH INSURANCE POLICIES ARE IN FULL FORCE AND EFFECT.
(P)
INTERCOMPANY PAYABLES.
PRIOR TO THE EFFECTIVE DATE, THE TEPPCO
PARTIES HAVE CAUSED ALL INTERCOMPANY ACCOUNTS PAYABLE OF JONAH TO TEPPCO
PARTNERS, L.P.
8
AND/OR ITS AFFILIATES TO BE CONTRIBUTED TO THE CAPITAL OF JONAH WITHOUT PAYMENT
OR FURTHER OBLIGATION BY JONAH.
SECTION 2.2.
REPRESENTATIONS AND WARRANTIES OF ENTERPRISE.
ENTERPRISE
REPRESENTS AND WARRANTS TO EACH OF THE TEPPCO PARTIES AND JONAH AS FOLLOWS:
(A)
ORGANIZATION AND QUALIFICATION.
ENTERPRISE IS A DELAWARE LIMITED
LIABILITY COMPANY DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER
THE LAWS OF THE STATE OF DELAWARE.
(B)
AUTHORITY; CONSENTS; NO CONFLICTS.
ENTERPRISE HAS ALL REQUISITE
POWER AND AUTHORITY TO CARRY ON ITS BUSINESS AS PRESENTLY CONDUCTED, TO ENTER
INTO THIS AGREEMENT AND THE PARTNERSHIP AGREEMENT, 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 ENTERPRISE, 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 ENTERPRISE IS SUBJECT, (II)
VIOLATE ANY PROVISION OF ENTERPRISE'S LIMITED LIABILITY COMPANY AGREEMENT OR
OTHER GOVERNING DOCUMENTS, (III) VIOLATE ANY JUDGMENT, ORDER, WRIT OR DECREE OF
ANY COURT APPLICABLE TO ENTERPRISE, (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 ENTERPRISE IS A PARTY OR BY WHICH ENTERPRISE IS BOUND OR
(V) RESULT IN THE CREATION OR IMPOSITION OF ANY ENCUMBRANCE (OTHER THAN AS
CONTEMPLATED BY THIS AGREEMENT) UPON THE JONAH GAS GATHERING SYSTEM, EXCEPT IN
THE CASE OF CLAUSES (I), (IV) AND (V) AS WOULD NOT HAVE A MATERIAL ADVERSE
EFFECT ON ENTERPRISE OR THE PARTNERSHIP.
(C)
EXECUTION; ENFORCEABILITY.
THIS AGREEMENT AND THE PARTNERSHIP
AGREEMENT HAVE BEEN DULY EXECUTED AND DELIVERED ON BEHALF OF ENTERPRISE, AND
CONSTITUTE LEGAL, VALID AND BINDING OBLIGATIONS OF ENTERPRISE ENFORCEABLE
AGAINST ENTERPRISE IN ACCORDANCE WITH THEIR TERMS, EXCEPT