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Closing Date.  Seller's failure, after making reasonable commercial efforts to
obtain consents or waivers for the Material Contracts, the Immaterial Contracts,
the Material Rights of Way and the Immaterial Rights of Way, shall not be deemed
a breach of this Agreement.

      3.2.2 Mortgages and Other Instruments. The transfer of the Assets does not
violate any covenants or restrictions imposed on Seller by any bank or other
financial institution in connection with a mortgage or other instrument, and
will not result in the creation or imposition of a lien on any portion of the
Assets .

      3.2.3 Compliance with Law and Agreements. Except as set forth on Schedule
3.2.3 or as disclosed to Buyers in writing at least 10 business days prior to
Closing, to the best of Seller's knowledge, (i) Seller is in material compliance
with all applicable laws, rules, and regulations of federal, state and local
authorities in connection with Seller's ownership and operation of the Assets;
and (ii) Seller is in material compliance with all of its obligations under the
Contracts, Permits, Right-of-Way agreements and any other permits, contracts and
agreements relating to the Assets.

      3.2.4 Litigation and Claims. To the best of Seller's knowledge, there are
no actions, suits or other proceedings pending before any court or governmental
agency in which Seller is a party or which would have a material adverse effect
on the Assets or any other material claims that (i) would result in loss of
title to the Assets as warranted under this Agreement, (ii) would affect the
value of the Assets, or (iii) would subject Buyers to any legal or monetary
liability, except for those listed in Schedule 3.2.4 to this Agreement.

      3.2.5    Imbalances.  Except as disclosed on Schedule 3.2.5, Seller
represents that, at the Effective Date, there was not any imbalance with respect
to operations relating to the Assets, including imbalances pursuant to any
contracts relating to the sale or transportation of natural gas or natural gas
liquids attributable to those Assets.

      3.2.6    Underground Storage Tanks.  There are no underground storage
tanks as defined in the Resource Conservation and Recovery Act, 42 U.S.C. (S)
6901 et seq., owned or operated by Seller and located on the real property
within the Assets, which are not in compliance with applicable laws.

      3.2.7 FIRPTA. Seller is not a "FOREIGN PERSON" as defined in Section 1445
of the Internal Revenue Code of 1986, as amended, and will deliver to each of
the Buyers a Non-Foreign Affidavit in the form of Exhibit C.

  3.3  Buyers' Representations.  By execution of this Agreement, each Buyer (as
to the Assets to be conveyed to each such Buyer) makes the following
representations as to themselves

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