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DOCUMENT TITLE:  GENERAL PARTNERSHIP INTEREST PURCHASE AGREEMENT BY AND BETWEEN TUSCARORA GAS PIPELINE CO. AND TC TUSCARORA INTERMEDIATE LIMITED PARTNERSHIP .
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Clause Heading
2.1 - Purchase and Sale.
2.2 - Purchase Price.
2.3 - Purchase Price Adjustment.
3.1 - Time and Place of Closing.
3.2 - Deliveries by Seller.
3.3 - Deliveries by Buyer.
ARTICLE IV - REPRESENTATIONS AND WARRANTIES OF SELLER
4.1 - Organization; Qualification.
4.2 - Authority Relative to this Agreement and Related Agreements.
4.3 - Consents and Approvals; No Violation
4.4 - Capitalization.
4.5 - Financial Statements.
4.6 - Undisclosed Liabilities.
4.7 - Absence of Certain Changes or Events.
4.8 - Compliance with Law.
4.9 - Title to Real Property.
4.10 - Intellectual Property.
4.11 - Material Leases.
4.12 - Insurance.
4.13 - Environmental Matters.
4.14 - Employee Matters.
4.15 - Material Contracts.
4.16 - Legal Proceedings, etc.
4.17 - Permits.
4.18 - Taxes.
4.19 - Brokers Fee.
ARTICLE V - REPRESENTATIONS AND WARRANTIES OF BUYER
5.1 - Organization.
5.2 - Authority Relative to this Agreement.
5.3 - Consents and Approvals; No Violation.
5.4 - Availability of Funds.
5.5 - Acquisition for Investment; Due Diligence.
5.6 - Brokers Fee.
6.1 - Conduct of Business of the Partnership.
6.2 - Access to Information.
6.3 - Expenses.
6.4 - Further Assurances.
6.5 - Public Statements.
6.6 - Consents and Approvals.
6.7 - Tax Matters.
6.8 - Supplements to Schedules.
6.9 - No Implied Representations.
6.10 - Financial Statements.
7.1 - Conditions to Each Partys Obligations to Effect the Transactions Contemplated Hereby.
7.2 - Conditions to Obligations of Buyer.
7.3 - Conditions to Obligations of Seller.
8.1 - Termination.
8.2 - Procedure and Effect of Termination.
9.1 - Survival.
9.2 - Indemnification Obligations of Seller.
9.3 - Indemnification Obligations of Buyer.
9.4 - Indemnification Procedures and Limitations.
10.1 - Amendment and Modification.
10.2 - Waiver of Compliance; Consents.
10.3 - Notices.
(a) - If to Seller, to:
10.4 - Assignment.
10.5 - Arbitration.
10.6 - Governing Law.
10.7 - Facsimiles; Counterparts.
10.8 - Interpretation.
10.9 - Entire Agreement.
10.10 - Severability.
10.11 - Third Party Beneficiaries.