ETE » Topics » REPRESENTATIONS AND WARRANTIES OF BUYER

This excerpt taken from the ETE 8-K filed Sep 19, 2006.

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer hereby represents and warrants to Sellers that:

Section 4.1 Existence. Buyer is a limited partnership duly organized, validly existing and in good standing under the Laws of the State of Delaware and has all requisite limited partnership power and authority to own, operate and lease its properties and assets and to carry on its business in the places and in the manner currently conducted.

Section 4.2 Authorization; Enforceability. Buyer has all necessary legal power and authority to enter into, deliver and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement by Buyer and the consummation by it of the transactions contemplated hereby have been duly and validly authorized by all necessary legal action, and no further consent or authorization of Buyer is required. This Agreement has been duly executed and delivered by Buyer and constitutes a legal, valid and binding obligation of Buyer; provided that, the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity and except as the rights to indemnification may be limited applicable law (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Section 4.3 No Breach. The execution, delivery and performance of this Agreement by Buyer and the consummation by Buyer of the transactions contemplated hereby will not (a) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any material agreement to which Buyer is a party or by Buyer is

 

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bound, (b) conflict with or result in any violation of the provisions of the organizational documents of Buyer, or (c) violate any statute or order, rule or regulation of any court or governmental agency or body having jurisdiction over Buyer, except in the case of clauses (a) and (c), for such conflicts, breaches, violations or defaults as would not prevent the consummation of the transactions contemplated by this Agreement and could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the financial condition of Buyer.

Section 4.4 Certain Fees. No fees or commissions are or will be payable by Buyer to brokers, finders, or investment bankers with respect to the consummation of the transaction contemplated by this Agreement except for those for which Buyer will be solely responsible for the payment thereof.

Section 4.5 No Side Agreements. There are no other agreements by, among or between Buyer and any of its Affiliates, on the one hand, and the Sellers or any of their Affiliates, on the other hand, with respect to the transactions contemplated hereby, nor promises or inducements for future transactions between or among any of such parties.

Section 4.6 Investment Intent. Buyer is acquiring the Purchased Interests for Buyer’s own account, and not with a view to, or for sale in connection with, the distribution thereof in violation of state or federal law. Buyer acknowledges that the Purchased Interests have not been registered under the Securities Act of 1933, as amended, or the securities laws of any state and neither Sellers nor any of their Affiliates have any obligation to cause the Purchased Interests to be registered. Without such registration, the Purchased Interests may not be sold, pledged, hypothecated or otherwise transferred unless it is determined that registration is not required. Buyer, through its officers, employees and agents, has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment such as an investment in the Purchased Interests, and Buyer, through its officers, employees and agents, has evaluated the merits and risks of the investment in the Purchased Interests.

Section 4.7 Financing. Buyer will have at the Closing Date all funds necessary to pay the Purchase Price under this Agreement.

Section 4.8 Approvals. Except for any approvals required by the HSR Act, any approvals required by the Communications Act and for approvals which have already been obtained, no authorization, consent, approval, waiver, license, qualification or written exemption from, nor any filing, declaration, qualification or registration with, any Governmental Entity or any other Person is required in connection with the execution, delivery or performance by the Buyer of this Agreement, except where the failure to receive such authorization, consent, approval, waiver, license, qualification or written exemption from, or to make such filing, declaration, qualification or registration would not, individually or in the aggregate, be reasonably likely to be material to Buyer, or would not materially delay the Closing.

Section 4.9 Litigation. There is no action, suit, or proceeding pending (including any investigation, litigation or inquiry) or, to Buyer’s knowledge, contemplated or threatened against or affecting Buyer, which questions the validity of this Agreement or the right of Buyer to enter into this Agreement or to consummate the transactions contemplated hereby. Buyer does not

 

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have actual knowledge of any material fact or circumstance related to the business or operations of Buyer and its Subsidiaries that would be reasonably likely to cause the expiration or termination of the HSR waiting period applicable to the transactions contemplated by this Agreement not to occur, assuming compliance by Buyer of its obligations pursuant to Section 6.2 hereof and assuming compliance by Southern Union of its obligations pursuant to Section 9 of the Southern Union Agreement.

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