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DOCUMENT TITLE:  CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT .
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Clause Heading
1.1 - Transactions.
1.2 - Transaction Taxes.
1.3 - Proration of 2009 Ad Valorem Taxes.
2.1 - Closing.
2.2 - Deliveries at the Closing.
ARTICLE III - REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTORS
3.1 - Organization and Existence.
3.2 - Authority and Approval.
3.3 - No Conflict.
3.4 - Consents.
3.5 - Laws and Regulations; Litigation.
3.6 - No Adverse Changes.
3.7 - Employee Benefits.
3.8 - Management Projections; Financial and Operational Information.
3.9 - Environmental Matters.
3.13 - Licenses; Permits.
3.10 - Contracts.
3.11 - Compression Equipment.
3.12 - Sufficiency of Assets.
3.14 - Insurance.
3.15 - Brokerage Arrangements.
3.16 - Investment.
ARTICLE IV - REPRESENTATIONS AND WARRANTIES OF THE RECIPIENTS
4.1 - Organization and Existence.
4.2 - Authority and Approval.
4.3 - Delivery of Opinion.
4.4 - Brokerage Arrangements.
4.5 - Newly Issued Common Units.
5.1 - Conditions to Each Partys Obligation to Effect the Transactions.
5.2 - Conditions to the Obligation of the Recipients.
5.3 - Conditions to the Obligation of the Contributors.
6.1 - Regulatory Filings; Consents.
6.2 - Independent Investigation.
6.3 - General.
6.4 - Revisions to Schedules A, B and C.
6.5 - Inadvertent Transfers of, or Failure to Transfer, Assets.
6.6 - Nasdaq Listing.
7.1 - Indemnification of the Contributors and Other Parties.
7.2 - Indemnification of the Recipients.
7.3 - Demands.
7.4 - Right to Contest and Defend.
7.5 - Cooperation.
7.6 - Right to Participate.
7.7 - Payment of Damages.
7.8 - Limitations on Indemnification.
7.9 - Survival.
7.10 - Sole Remedy.
7.11 - Express Negligence Rule.
8.1 - Events of Termination.
8.2 - Effect of Termination.
9.1 - Transfer Restrictions.
9.2 - Registration Rights of MLP LP LLC and its Affiliates.
9.3 - Expenses.
9.4 - Notices.
9.5 - Governing Law.
9.6 - Public Statements.
9.7 - Form of Payment.
9.8 - Entire Agreement; Amendments and Waivers.
9.9 - Binding Effect and Assignment.
9.10 - Severability.
9.11 - Interpretation.
9.12 - Headings and Schedules.
9.13 - Counterparts.