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PARTNERSHIP INTEREST PURCHASE AND SALE AGREEMENT

Purchase and Sale Agreement

PARTNERSHIP INTEREST PURCHASE AND SALE AGREEMENT | Document Parties: ONEOK PARTNERS LP | NORTHERN BORDER INTERMEDIATE LIMITED PARTNERSHIP, | TC PIPELINES INTERMEDIATE LIMITED PARTNERSHIP, You are currently viewing:
This Purchase and Sale Agreement involves

ONEOK PARTNERS LP | NORTHERN BORDER INTERMEDIATE LIMITED PARTNERSHIP, | TC PIPELINES INTERMEDIATE LIMITED PARTNERSHIP,

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Title: PARTNERSHIP INTEREST PURCHASE AND SALE AGREEMENT
Governing Law: Delaware     Date: 3/7/2006
Industry: Natural Gas Utilities     Law Firm: Andrews Kurth LLP; Orrick, Herrington Sutcliffe LLP    

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<PAGE>
                                                                     Exhibit 2.3

================================================================================

                PARTNERSHIP INTEREST PURCHASE AND SALE AGREEMENT

                                  BY AND BETWEEN

                NORTHERN BORDER INTERMEDIATE LIMITED PARTNERSHIP,
                         a Delaware limited partnership

                                       AND

                 TC PIPELINES INTERMEDIATE LIMITED PARTNERSHIP,
                         a Delaware limited partnership

                          DATED AS OF DECEMBER 31, 2005

================================================================================

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                           <C>
Article I Definitions and Interpretation.................................      2
   1.1      Definitions...................................................      2
   1.2      Interpretation................................................      6

Article II Transfer of Assigned Interest.................................      7
   2.1      Transfer of Assigned Interest.................................      7

Article III Purchase Price; Payment......................................      7
   3.1      Purchase Price................................................      7
   3.2      Purchase Price Adjustments....................................      8
   3.3      Income Tax Matters............................................      8

Article IV Closing.......................................................      9
   4.1      Closing.......................................................      9

Article V Seller's Representations.......................................      9
   5.1      Representations and Warranties Regarding the Seller...........      9
   5.2      Representations and Warranties Regarding the Partnership......     11

Article VI Buyer's Representations.......................................     14
   6.1      Organization and Existence....................................     14
   6.2      Validity of Agreement; Authorization..........................     14
   6.3      No Conflict or Violation......................................     14
   6.4      Consents and Approvals........................................     14
   6.5      No Brokers....................................................     15
   6.6      Acquisition as Investment.....................................     15

Article VII Covenants and Agreements.....................................     15
   7.1      Regulatory and Other Approvals................................     15
   7.2      Consent to Transfer of Assigned Interest......................     16
   7.3      Additional Agreements.........................................     16
   7.4      Other Actions.................................................     16
   7.5      Operation of the Partnership..................................     16

Article VIII Indemnification.............................................     16
   8.1      Indemnification--General......................................     16
   8.2      Limitations on Indemnity......................................     17
   8.3      Third-Party Claims............................................     18
   8.4      Procedure for Indemnification--Direct Claims..................     19
   8.5      Exclusive Remedy..............................................     19
   8.6      Further Indemnity Limitations.................................     19
   8.7      No Other Representations; Disclaimers.........................     20
    8.8      Waiver of Certain Damages.....................................     20
</TABLE>


                                      -i-

<PAGE>

<TABLE>
<S>                                                                           <C>
Article IX Conditions of Closing.........................................     20
   9.1      Conditions Precedent to Obligations of Each Party.............     20
   9.2      Conditions Precedent to Obligations of Seller.................     21
   9.3      Conditions Precedent to Obligations of Buyer..................     21

Article X Termination....................................................     22
   10.1     Termination...................................................     22
   10.2     Effect of Termination.........................................     23

Article XI Provisions of General Application.............................     23
   11.1     Expenses......................................................     23
   11.2     Dispute Resolution............................................     23
   11.3     Publicity.....................................................     24
   11.4     Notices.......................................................     24
   11.5     Governing Law; Venue..........................................     25
   11.6     Entire Agreement; Amendments and Waivers......................     25
   11.7     Binding Effect and Assignment.................................     26
   11.8     Third Parties.................................................     26
   11.9     Construction..................................................     26
   11.10    Severability..................................................     26
   11.11    Signatures and Counterparts...................................     26
   11.12    Successor and Assigns.........................................     26
   11.13    Further Assurances............................................     27
   11.14    Survival of Covenants and Agreements..........................     27
   11.15    Supplementation of Seller's Disclosure Schedules..............     27
</TABLE>

Exhibit A        - Summary of Governance Terms of Amended and Restated
                  Partnership Agreement
Exhibit B        - Form of Pipeline Operating Agreement
Exhibit C        - Summary of Terms of Transition Services Agreement
Exhibit D        - Form of Assignment and Assumption Agreement
Exhibit E        - Form of Resolution
Exhibit F        - Foreign Investment and Real Property Tax Act of 1980
                  Notification Letter
Schedule 1(a)    - Buyer's Required Consents
Schedule 1(b)    - Seller's Required Consents
Schedule 5.2(c) - Compliance with Law
Schedule 5.2(e) - Undisclosed Liabilities
Schedule 5.2(f) - Property and Operations
Schedule 5.2(g) - Litigation
Schedule 5.2(i) - Intercompany Contracts


                                       -ii-

<PAGE>

                PARTNERSHIP INTEREST PURCHASE AND SALE AGREEMENT

     This PARTNERSHIP INTEREST PURCHASE AND SALE AGREEMENT ("AGREEMENT") is
entered into as of December 31, 2005, by and between NORTHERN BORDER
INTERMEDIATE LIMITED PARTNERSHIP, a Delaware limited partnership ("SELLER"), and
TC PIPELINES INTERMEDIATE LIMITED PARTNERSHIP, a Delaware limited partnership
("BUYER"). Each of the Seller and the Buyer are herein referred to individually
as a "PARTY" and collectively as the "PARTIES."

                                    RECITALS

     WHEREAS, Buyer and Seller are parties to that certain General Partnership
Agreement for Northern Border Pipeline Company, a Texas general partnership (the
"PARTNERSHIP"), effective as of March 9, 1978, as amended by (i) the "First
Supplement," dated as of October 25, 1979 (as amended by agreement dated April
20, 1990), (ii) the Phase I Partnership Commitment Agreement dated December 12,
1980, (iii) the "Second Supplement," dated as of December 15, 1980 (as amended
by agreement dated April 20, 1990), (iv) the "Third Supplement," dated October
1, 1981, (v) the "Fourth Supplement," dated February 17, 1984, (vi) the "Fifth
Supplement," dated April 20, 1990, (vii) the "Sixth Supplement," dated April 19,
1991, (viii) the "Seventh Supplement," dated September 23, 1993, (ix) the
"Eighth Supplement," dated May 21, 1999, (x) the "Ninth Supplement," dated July
16, 2001, and (xi) the "Tenth Supplement," dated March 2, 2005, such General
Partnership Agreement, as amended or supplemented, being herein referred to as
the "PARTNERSHIP AGREEMENT"; and

     WHEREAS, Seller is currently the owner of a 70% partnership interest in the
Partnership; and

     WHEREAS, Buyer is currently the owner of the remaining 30% partnership
interest in the Partnership; and

     WHEREAS, Buyer desires to purchase from Seller, and Seller desires to sell
to Buyer, that portion of Seller's partnership interest in the Partnership that
is equal to 20% of the total partnership interest, including 20% of the total
Capital Accounts and 20% of the total Partners' Percentages in the Partnership
(the "ASSIGNED INTEREST") for the consideration and upon the terms and
conditions set forth in this Agreement; and

     WHEREAS, immediately following the sale of the Assigned Interest hereunder,
Buyer and Seller will each own a 50% partnership interest in the Partnership
(and each of Buyer's and Seller's Partner's Percentage shall be 50% and each of
Buyer and Seller shall have the same Capital Account balance, which, as to each
Partner, shall equal 50% of the total Capital Accounts of the Partnership); and

     WHEREAS, Buyer and Seller desire to enter into, or provide for, certain
other agreements with respect to the Partnership as set forth herein.

     NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants and agreements herein contained, it is agreed by the parties hereto as
follows:

<PAGE>

                                    AGREEMENT

                                     Article I
                         Definitions and Interpretation

     1.1   Definitions.

     (a) Terms used without definition herein shall have the meanings ascribed
to them in the Partnership Agreement. The following terms used in this Agreement
shall have the following meanings (unless otherwise expressly provided herein):

     "AFFILIATE" of a specified Person means any other Person that directly, or
indirectly through one or more intermediaries, controls, is controlled by or is
under common control with the Person specified. For purposes of the foregoing,
"control," "controlled by" and "under common control with," with respect to any
Person, shall mean the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of such Person,
whether through the ownership of voting securities or by contract or otherwise.
For greater certainty, the Parties agree that, for purposes of this Agreement,
the Current Operator is an Affiliate of NBP, Seller and the Partnership.

     "AMENDED AND RESTATED PARTNERSHIP AGREEMENT" means an Amended and Restated
Partnership Agreement of the Partnership to be entered into at Closing, which
partnership agreement reflects the Partnership Agreement as heretofore amended
or modified, contains mutually-agreed governance terms and conditions consistent
with those terms and conditions summarized on Exhibit A hereto, and contains
such other terms and conditions as the Parties may mutually agree.

     "ASSET TRANSFER TRANSACTIONS" means those transactions pursuant to which
Affiliates of Seller shall convey certain assets and interests to NBP and
Seller, in the form of the agreements executed by the parties thereto on the
date hereof.

     "BALANCE SHEET DATE" means September 30, 2005.

     "BUYER PARENT" means TC PipeLines, LP, a Delaware limited partnership.

     "BUSINESS DAY" means a day other than Saturday, Sunday or any day on which
banks located in the State of Texas are authorized or obligated to close.

      "BUYER'S REQUIRED CONSENTS" means those consents and notices that the Buyer
must obtain from, or make with, respectively, any Person in connection with the
transactions contemplated by this Agreement, as set forth on Schedule 1(a).

     "CAP AMOUNT" means an amount equal to forty percent (40%) of the Purchase
Price.

     "CODE" means the Internal Revenue Code of 1986, as amended.

     "CURRENT OPERATOR" means Northern Plains Natural Gas Company, LLC, a
Delaware limited liability company.


                                        2

<PAGE>

     "DISPUTE" means any controversy, claim or dispute that arises out of or in
connection with this Agreement or the Assignment, or the terms, construction,
interpretation, performance, breach, termination, enforceability or validity of
the same, whether the same is based on rights, privileges or interests
recognized by or based upon statute, contract, agreement (whether written or
oral), tort, common law or other Law.

     "DISPUTING PARTY" means any Party which is a party to a Dispute.

     "EFFECTIVE RATE" means the annual interest rate of 5.05%.

     "FERC" means the United States Federal Energy Regulatory Commission, or any
successor authority.

     "GAAP" means U.S. generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board (or any successor authority) that are
applicable as the date of determination, as consistently applied.

     "GOVERNMENTAL AUTHORITY" means any domestic or foreign national,
provincial, municipal, regional or local government or regulatory or supervisory
department, body, political subdivision, commission, agency, instrumentality,
ministry, court, judicial or administrative body, taxing authority, or other
authority thereof (including any corporation or other entity owned or controlled
by any of the foregoing) having or asserting jurisdiction or venue over the
matter or Person in question.

     "HSR ACT" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

     "KNOWLEDGE" when used with respect to matters set forth in a
representation, warranty, covenant or other provision of this Agreement
applicable to any party hereto, means the actual knowledge and belief (as
opposed to any constructive or imputed knowledge) of any of the executive
officers of the Seller and the executive officers and directors of Seller's
general partner, or in the case of the Buyer, the executive officers and
directors of Buyer's general partner, in each case as of the date of this
Agreement or at any time thereafter up to and including the Closing; provided,
however, that in addition to the Knowledge of any other Persons applicable to
Seller or Buyer as described above, the actual knowledge of (i) the
Representatives (as defined in the Partnership Agreement) of Seller, Buyer or
their respective Affiliates serving on the Management Committee of the
Partnership, and (ii) the members of the Audit Committee of the Partnership
selected by the Representatives of Seller, Buyer or their respective Affiliates,
shall constitute Knowledge of the Seller or Buyer, as applicable.

     "LAW" means any law, statute, rule, regulation, ordinance and other
pronouncement having the effect of law of any Governmental Authority.

     "LEGAL PROCEEDING" means any judicial, administrative or arbitral actions,
suits, proceedings (public or private), investigations or governmental
proceedings before any Governmental Authority or arbitrator, including, without
limitation, any condemnation proceeding.


                                       3

<PAGE>

     "LIABILITY" means any liability or obligation of any nature whatsoever,
whether known or unknown, accrued, absolute, contingent or otherwise, or whether
due or to become due.

     "MATERIAL ADVERSE EFFECT" means a material adverse effect on (a) the
validity or enforceability of this Agreement, the transactions contemplated
hereby or the ability of Seller to perform its obligations under this Agreement,
or (b) the business, financial condition, properties or operations of the
Partnership; provided, however, that Material Adverse Effect shall exclude any
fact, event, change, development, circumstance or effect arising or resulting
from (i) any change of general applicability in political, social, economic,
industry, market or financial conditions (including changes in the U.S. natural
gas pipeline industry and midstream industry generally, the wholesale or retail
markets for natural gas or interest rates, as well as the outbreak of
hostilities, terrorist activities or war), whether general or regional in nature
or limited to any country or area in which the Partnership's assets, business or
operations are located, (ii) any change of general applicability in any
applicable Law, FERC regulations or other regulatory policy, (iii) catastrophic
meteorological events, (iv) strikes, work stoppages or other labor disturbances,
or (v) the execution or delivery of this Agreement or the transactions
contemplated hereby or the announcement thereof, and in the case of clauses (i),
(ii), (iii) and (iv), which is not specific solely to Seller, its Affiliates or
the Partnership or which does not have a substantially disproportionate affect
on Seller or the Partnership; provided, further, that clauses (iii), (iv) and
(v) hereof shall not apply for purposes of Section 9.3(d).

     "NBP" means Northern Border Partners, L.P., a Delaware limited partnership.

     "NBP GP INTEREST TRANSACTION" means that transaction pursuant to which
Affiliates of the Buyer shall sell and convey stock in an existing general
partner of Seller and of NBP, in the form of the agreement executed by the
parties thereto on the date hereof.

     "OPERATING AGREEMENT" means a Pipeline Operating Agreement between the
Partnership and Buyer or Buyer's designated Affiliate substantially in the form
of Exhibit B hereto.

     "PERSON" means any individual, corporation, partnership, trust, joint
venture, unincorporated association, limited liability company, Governmental
Authority or other entity.

     "QUARTERLY CASH DISTRIBUTIONS" means the cash distributions of the
Partnership computed for each calendar quarter, each in an amount equal to 100%
of the distributable cash flow of the Partnership, determined from its financial
statements prepared in accordance with GAAP, such distributable cash flow being
equal to earnings before interest, taxes, depreciation and amortization less
interest expense and less maintenance capital expenditures. Such distributions
are payable on the second Business Day of the second month following the end of
each calendar quarter.

     "SEC" means the United States Securities and Exchange Commission.

     "SELLER'S REQUIRED CONSENTS" means those consents and notices that the
Seller must obtain from, or make with, respectively, any Person in connection
with the transactions contemplated by this Agreement, as set forth on Schedule
1(b).


                                        4

<PAGE>

     "TAX" or "TAXES" means any and all federal, state, local, foreign and other
taxes, levies, fees, imposts and duties (including any interest, penalties or
additions to the tax imposed in connection therewith or with respect thereto),
including without limitation taxes imposed on, or measured by, income,
franchise, profits or gross receipts, ad valorem, value added, sales, use,
service, real or personal property, capital stock, license, payroll,
withholding, employment, social security, workers' compensation, unemployment
compensation, utility, severance, production, excise, stamp, occupation,
premium, windfall profits, transfer and gains taxes and customs duties and shall
include any liability as a transferee, by operation of law, or by contract.

     "TAX RETURNS" means any returns, reports, exhibits, schedules, information
statements and other documentation (including any additional or supporting
material) filed or maintained, or required to be filed or maintained, in
connection with the calculation, determination, assessment or collection of any
Tax and shall include any amended returns required as a result of examination
adjustments made by the Internal Revenue Service or other Tax authority.

     "THRESHOLD AMOUNT" means an amount equal to two percent (2%) of the
Purchase Price.

     "TRANSACTION DOCUMENTS" means this Agreement, the Assignment, the Operating
Agreement, the Amended and Restated Partnership Agreement, the Resolution and
the Transition Agreement.

     "TRANSITION AGREEMENT" means a Transition Services Agreement between the
Current Operator or its designated Affiliate, and Buyer or its designated
Affiliate, containing mutually-agreed terms and conditions consistent with those
terms and conditions therefor summarized on Exhibit C hereto.

     "TRPA" means the Texas Revised Partnership Act.

     (b) The following terms are defined in the Sections as indicated:

<TABLE>
<CAPTION>
TERM                                       SECTION
----                                       -------
<S>                                        <C>
2005 Financial Statements                  5.2(c)
Agreement                                  Preamble
Assigned Interest                          Recitals
Assignment                                 2.1(a)(i)
Assumption Notice                          8.3
Buyer                                      Preamble
Buyer Indemnified Parties                  8.1(a)
Buyer Operator                             2.1(a)(iii)
Buyer's Identified Representations
and Warranties                              8.1(a)
Closing                                    4.1
Closing Date                               4.1
Consent                                    5.1(e)
Direct Claim                               8.4
Effective Time                             4.1
Indemnitee                                 8.3
Indemnitor                                 8.3
</TABLE>


                                       5

<PAGE>

<TABLE>
<CAPTION>
TERM                                       SECTION
----                                        -------
<S>                                        <C>
Liens                                      5.1(b)
Losses                                     8.1(a)
Partnership                                Recitals
Partnership Agreement                      Recitals
Party or Parties                           Preamble
Proceeding                                 8.3
Purchase Price                             3.1
Related Party                              5.2(h)
Resolution                                 2.1(a)(v)
Seller                                     Preamble
Seller Indemnified Parties                 8.1(b)
Seller's Identified Representations and
Warranties                                 8.1(a)
Tax Items                                  3.3
Third Party Claim                           8.3
Third Party Claim Notice                   8.3
</TABLE>

     1.2 Interpretation. The following rules of interpretation shall govern the
interpretation and construction of this Agreement (unless otherwise expressly
provided herein):

      (a) The singular includes the plural and the plural includes the singular.

     (b) The word "or" is not exclusive.

     (c) A reference to any Law includes any amendment or modification to such
Law and any mandatorily applicable successor Law.

     (d) A reference to a Person includes its successors and permitted assigns.

     (e) The words "include," "includes" and "including" are not limiting.

     (f) A reference in this Agreement to an Article, Section, Exhibit or
Schedule is to the Article, Section, Exhibit or Schedule hereof unless otherwise
indicated. Exhibits and Schedules to this Agreement shall be deemed incorporated
by reference herein and shall constitute a part of this Agreement for all
purposes.

     (g) The words "hereof," "herein" and "hereunder" and words of similar
import when used in this Agreement shall refer to this Agreement as a whole and
not to any particular provision hereof.

     (h) References to "days" shall mean calendar days.

     (i) References to money are references to the currency of the United States
of America.


                                       6

<PAGE>

     (j) The words "will" and "shall" shall be construed to have the same
meaning and effect.

                                   Article II
                           Transfer of Assigned Interest

     2.1 Transfer of Assigned Interest. Pursuant to the terms and subject to the
conditions set forth in this Agreement, at the Closing:

     (a) Seller will deliver to Buyer the following:

          (i) an Assignment and Assumption Agreement, in the form of Exhibit D
     hereto (the "ASSIGNMENT") assigning and transferring the Assigned Interest
     to Buyer, duly executed by an authorized officer of Seller on its behalf;

          (ii) the Amended and Restated Partnership Agreement, duly executed on
     its behalf by an authorized officer of Seller or by the duly appointed
     representative of Seller on the management committee of the Partnership;

          (iii) the Transition Agreement, duly executed by an authorized officer
     of Current Operator or its designated Affiliate and by an authorized
     officer of Buyer or Buyer's designated Affiliate (the "BUYER OPERATOR") or
     by the duly appointed representative of Buyer on the management committee
     of the Partnership;

          (iv) the Operating Agreement, duly executed by an authorized officer
     of the Partnership and the Buyer Operator or by the duly appointed
     representative of Buyer on the management committee of the Partnership;

           (v) the adoption of a resolution, in the form of Exhibit E hereto, by
     duly appointed representatives on the management committee of the
     Partnership regarding the Partnership's approval of the transactions
     contemplated by this Agreement and the Partnership's cash distribution
     policy (the "RESOLUTION"); and

          (vi) the certificate of an officer of Seller stating that the
     conditions specified in Sections 9.3(a) and (b) have been satisfied.

     (b) Buyer will deliver to Seller the following:

          (i) the Purchase Price, in immediately available funds;

          (ii) each of the Transaction Documents other than this Agreement, duly
     executed by or on behalf of the parties thereto as herein provided; and

           (iii) the certificate of an officer of Buyer stating that the
     conditions specified in Sections 9.2(a) and (b) have been satisfied.

                                   Article III
                             Purchase Price; Payment

     3.1 Purchase Price. The consideration payable by Buyer for the Assigned
Interest


                                       7

<PAGE>

shall consist of (a) the sum of THREE HUNDRED MILLION AND NO/100 DOLLARS
($300,000,000), subject to adjustment as set forth in Section 3.2(b) (as
adjusted, the "PURCHASE PRICE"), together with interest on the Purchase Price at
the Effective Rate for the period from the Effective Time to the Closing Date
(calculated on the basis of the actual number of days elapsed divided by 365),
and (b) the receipt by Buyer of the Assigned Interest subject to the liabilities
and obligations of the Partnership allocable to such Assigned Interest. Buyer
and Seller each acknowledge that since the Partnership is a Texas general
partnership, Buyer and Seller each may be held jointly and severally liable for
the obligations of the Partnership and may have rights to indemnification and
contribution with respect to such liability pursuant to the Amended and Restated
Partnership Agreement, the TRPA and other applicable Law. Seller shall deliver
to Buyer not less than two (2) Business Days prior to the Closing Date a
certificate of an officer of Seller indicating the total Purchase Price to be
paid by Buyer at Closing, including any adjustments to the Purchase Price
pursuant to Section 3.2(b) and the total amount of accrued interest payable as
of the Closing Date. The Purchase Price shall be payable at Closing by wire
transfer of immediately available funds to an account designated by Seller to
Buyer not less than two (2) Business Days prior to the Closing Date.

     3.2 Purchase Price Adjustments.

     (a) The Parties acknowledge that Quarterly Cash Distributions that are to
be paid after the Effective Time but prior to the Closing Date shall be
distributed to Seller and Buyer with such distributions to be made in accordance
with the regular pre-Closing practices of the Partnership and in accordance with
the partnership interests held by Seller and Buyer in the Partnership prior to
the transfer of the Assigned Interest hereunder. Quarterly Cash Distributions
that are to be paid on or after the Closing Date shall be paid in equal shares
to Seller and Buyer. For greater certainty, in the event that a distribution is
declared subsequent to the Effective Time but prior to the Closing Date, but is
not to be paid until subsequent to the Closing Date, regardless of whether the
record date is before or after the Closing Date, such distribution shall be paid
in equal shares to Seller and Buyer notwithstanding any agreement to the
contrary.

     (b) The Purchase Price shall be adjusted by (i) subtracting therefrom an
amount equal to any Quarterly Cash Distributions paid to Seller with respect to
the Assigned Interest after the Effective Time but prior to the Closing Date,
and (ii) adding thereto an amount equal to the amount of any additional capital
contributions made by Seller to the Partnership with respect to the Assigned
Interest for the period from the Effective Time to the Closing Date, all as
reflected in the books and records of the Partnership.

     3.3 Income Tax Matters. The Parties agree that the items of income, gain,
loss, deduction and credit ("TAX ITEMS") of the Partnership relating to the
Assigned Interest for the tax year which includes the Closing Date shall be
allocated to Seller and Buyer based upon the closing of the books method as of
such date, provided that if the Closing Date is other than the last day of a
calendar month and the Parties mutually agree, then the Tax Items of the
Partnership relating to the Assigned Interest for such month shall be prorated
based upon the number of days that Seller and Buyer own the Assigned Interest
during such month. For this purpose, Seller's period of ownership of the
Assigned Interest shall include the Closing Date.


                                       8

<PAGE>

                                   Article IV
                                     Closing

     4.1 Closing. The closing ("CLOSING") of the transactions contemplated
hereby shall be held at the offices of Gable & Gotwals, 1100 ONEOK Plaza, Tulsa,
Oklahoma or as may be mutually agreed upon by the Parties hereto, following the
satisfaction or waiver of the conditions set forth in Article IX hereof,
immediately following the closing of the Asset Transfer Transactions, which
shall occur immediately following the closing of the NBP GP Interest Transaction
(the actual date of Closing being herein called the "CLOSING DATE"). For
purposes of this Agreement, however, the effective time of the Closing of the
transactions contemplated hereby shall be as of 11:59 p.m. Central Time on
December 31, 2005 (the "EFFECTIVE TIME").

                                   Article V
                            Seller's Representations

     5.1 Representations and Warranties Regarding the Seller. Seller hereby
represents and warrants to Buyer that:

     (a) Organization and Existence of Seller. Seller is a limited partnership
duly organized, validly existing and in good standing under the laws of the
State of Delaware. Seller has all requisite power and authority to own its
properties and assets and to conduct its business as now conducted. Seller is
duly qualified to do business as a foreign entity and is in good standing in
every jurisdiction where the character of the properties owned or leased by it
or the nature of the business conducted by it makes such qualification necessary
except for failures to be so qualified or in good standing as would not
reasonably be expected to have a Material Adverse Effect.

     (b) Ownership of the Assigned Interest; No Liens. The Assigned Interest is
owned by Seller beneficially and of record, free and clear of all security
interests, mortgages, pledges, assessments, claims, liens, charges,
restrictions, encumbrances, voting trusts or agreements, proxies, options,
calls, commitments and rights of others (collectively, "LIENS"), except (i) as
may be created by this Agreement, (ii) for any restrictions on sales of
securities under applicable securities laws, and (iii) as may exist pursuant to
the Partnership Agreement or pursuant to the TRPA. Subject to satisfaction of
any consent or approval requirements set forth in the Partnership Agreement, and
assuming all the required filings have been made under the HSR Act and the
waiting period under the HSR Act has expired, and any other Seller's Required
Consents have been obtained, Seller has full legal right to sell, assign and
transfer the Assigned Interest to Buyer, and upon consummation of this Agreement
in accordance with its terms, Buyer will acquire good and valid title in the
Assigned Interest free and clear of all Liens except (i) for any restrictions on
sales of securities under applicable securities laws, and (ii) as may exist
pursuant to the Partnership Agreement or pursuant to the TRPA.

     (c) Validity of Agreement; Authorization. Seller has the requisite
partnership power and authority to enter into this Agreement and to carry out
its obligations hereunder. The execution and delivery of this Agreement and the
performance of Seller's obligations hereunder have been duly authorized by all
necessary partnership action on the part of Seller. This Agreement constitutes
Seller's valid and binding obligation enforceable against Seller in accordance
with its terms, except to the extent that its enforceability may be limited by
(i) applicable bankruptcy, insolvency, reorganization, moratorium and other
similar laws of general application from time


                                       9

<PAGE>

to time in effect that affect creditors' rights generally, (ii) general
principles of equity and (iii) the power of a court to deny enforcement of
remedies generally based upon public policy.

     (d) No Conflict or Violation. The execution, delivery and performance by
Seller of this Agreement does not and will not:

          (i) violate, conflict with or result in any breach of any provision of
     the certificate of limited partnership or limited partnership agreement of
     Seller or NBP (each as in effect on the date hereof);

          (ii) assuming that Seller's Required Consents and Buyer's Required
     Consents have been obtained, violate, result in a breach of, constitute
     (with due notice or lapse of time or both) a default or permit termination
     of or cause any obligation, penalty or premium to arise or accrue under any
     material contract, lease, loan agreement, mortgage, security agreement,
     trust indenture or other material agreement or instrument to which the
     Seller or the Partnership is a party or by which either of them is bound,
     or to which any of their respective properties or assets is subject;

          (iii) assuming all the required filings have been made under the HSR
     Act and the waiting period under the HSR Act has expired, and any other
     Seller's Required Consents have been obtained, violate any Law, order,
     writ, judgment, injunction, award or decree of any Governmental Authority
     applicable to Seller or NBP in a manner that would have a Material Adverse
     Effect; or

          (iv) result in the creation of any Liability for the Partnership,
     including as a result of any change of control, severance or other
     agreements; provided, however, that this Section 5.1(d)(iv) shall not be
     deemed to include any Liabilities arising under the Operating Agreement.

     (e) Consents and Approvals. Except for Seller's Required Consents, no
permit, license, approval or authorization of, or filing, registration or
qualification with, or notification to or waiver or consent from, any
Governmental Authority or other Person (each a "CONSENT") is required as a
condition to the execution and delivery of this Agreement by Seller or the
performance of Seller's obligations hereunder, other than those Consents that,
if not obtained, would not have a Material Adverse Effect. No approval of NBP's
unit holders is required for the performance of Seller's obligations hereunder
or the execution and delivery of the Transaction Documents or the execution,
delivery and closing of the Asset Transfer Transactions and the NBP GP Interest
Transaction.

     (f) No Brokers. None of the Seller or its Affiliates have entered into any
arrangement to pay any fees or commissions to any broker, finder or agent with
respect to the transactions contemplated by the Transaction Documents for which
Buyer or the Partnership could become liable or obligated.

     (g) Opinion of Financial Advisor. Lehman Brothers Inc. has provided the
Audit Committee of Seller and NBP (with a copy to the Partnership Policy
Committee of the Partnership) with its opinion to the effect that, as of the
date hereof and based upon and subject to the matters set forth therein, the net
consideration involved in this Agreement and the Asset Transfer Transactions is
fair to Seller from a financial point of view.


                                       10

<PAGE>

     5.2 Representations and Warranties Regarding the Partnership. Seller hereby
represents and warrants to Buyer that:

     (a) Existence of the Partnership. The Partnership is a general partnership
validly existing under the laws of the State of Texas. The Partnership has all
requisite power and authority and all material governmental Consents necessary
to own its properties and assets and to conduct its business as now conducted.
The Partnership is duly qualified to do business as a foreign entity in every
jurisdiction where the character of the properties owned or leased by it or the
nature of the business conducted by it makes such qualification necessary,
except for failures to be so qualified as would not reasonably be expected to
have a Material Adverse Effect.

     (b) No Conflict or Violation. The execution, delivery and performance by
Seller of this Agreement does not and will not:

          (i) violate, conflict with or result in any breach of any provision of
     the Partnership Agreement (as in effect on the date hereof); or

          (ii) assuming all the required filings have been made under the HSR
     Act and the waiting period under the HSR Act has expired, and all other
     Seller's Required Consents and Buyer's Required Consents have been
     obtained, violate any Law, order, writ, judgment, injunction, award or
     decree of any Governmental Authority applicable to the Partnership in a
     manner that would have a Material Adverse Effect.

     (c) Compliance with Laws. Except as set forth on Schedule 5.2(c), (i) the
Partnership is, and at all times since January 1, 2004 has been, in material
compliance with all applicable Laws, and (ii) since January 1, 2005, the
Partnership has not received any written notice from any Governmental Authority
regarding any actual or possible material violation of or material failure to
comply with any applicable Law. Other than the Consents held by the Partnership,
no other Consents are required by the Partnership for the conduct of its
business as now being conducted, except for those Consents that, if not
possessed or obtained, would not have a Material Adverse Effect.

     (d) Financial Statements. The audited financial statements of the
Partnership (including any related notes thereto) included in the Partnership's
annual reports on Form 10-K (as the same may have been amended) filed with the
SEC for the years ended December 31, 2003 and 2004, and the unaudited financial
statements of the Partnership included in the Partnership's quarterly report on
Form 10-Q filed with the SEC for the quarter ended on the Balance Sheet Date
(the "2005 FINANCIAL STATEMENTS") fairly present in all material respects the
financial position of the Partnership as of the dates thereof and the results of
its operations, changes in partners' equity and cash flows for the respective
periods set forth therein, in each case, in accordance with GAAP applied on a
basis consistent with prior periods (except, in the case of 2005 Financial
Statements (i) as permitted by Form 10-Q of the SEC, (ii) as may be indicated in
footnotes thereto or in the Partnership's periodic reports filed with the SEC
and (iii) that they are subject to normal and recurring year-end adjustments
that have not been and are not likely to be material in amount, and the absence
of notes that, if presented, would not differ materially from the notes included
in the immediately preceding year-end financial statements). The Partnership
makes and keeps accurate books and records reflecting its assets and maintains
internal accounting controls that provide reasonable assurance that (i)
transactions are executed with management's authorization, (ii) transactions are
recorded as necessary to permit preparation of the


                                       11

<PAGE>

Partnership's financial statements and to maintain accountability for the assets
of the Partnership and (iii) access to the assets of the Partnership is
permitted only in accordance with management's authorization.

     (e) Absence of Undisclosed Liabilities. Except as set forth on Schedule
5.2(e), the Partnership does not have any Liability, whether known or unknown,
accrued, absolute, contingent or otherwise, or whether due or to become due,
other than (i) Liabilities set forth or adequately provided for in the
Partnership's unaudited balance sheet (and the footnotes thereto) as of the
Balance Sheet Date; (ii) liens for current Taxes not yet due and payable and
assessments not in default; (iii) working capital borrowings incurred in the
ordinary course of business consistent with past practice since the Balance
Sheet Date; (iv) performance obligations under transportation service agreements
entered into in the ordinary course of the Partnership's business and as to
which the Partnership is not in default; (v) performance obligations under
contracts (other than transportation service agreements) entered into in the
ordinary course of the Partnership's business, in each case, with aggregate
payment obligations by the Partnership over the remaining term of the contract
of less than $5,000,000, and as to which the Partnership is not in default; (vi)
Liabilities for costs and expenses which are reasonably identified and of a
category specifically set forth in the Partnership's 2005 and 2006 budgets (and
the detail related thereto) as previously furnished to the Buyer; and (vii) any
Liability that is less than $100,000.

     (f) Property and Operations. To the Knowledge of Seller and except as set
forth on Schedule 5.2(f), the Partnership's assets and properties (whether real,
personal, tangible or intangible), whether owned, leased or licensed by the
Partnership, constitute all of the assets required for the Partnership to
conduct its business as presently conducted, are structurally sound and in good
operating condition and repair in each case having regard to their use and age,
and are suitable for the uses to which they are being put (including for greater
certainty the transportation of gas in accordance with its design
specifications). To the Knowledge of Seller, all improvements to the real
property owned, leased or used by the Partnership do not encroach in any respect
on property of others (other than encroachments that would not, individually or
in the aggregate, reasonably be expected to have a Material Adverse Effect).

     (g) No Litigation. Except as set forth on Schedule 5.2(g), there are no
Legal Proceedings pending or, to the Knowledge of Seller, threatened against or
involving the Partnership, which, in the case of threatened Legal Proceedings,
individually or in the aggregate, if adversely determined, would have a Material
Adverse Effect.

     (h) Employee Benefit Matters. The Partnership does not have any employees.
The Partnership is not a party to, or bound by, any collective bargaining
agreement or contract with a labor union, and there are no unfair labor practice
or labor arbitration proceedings pending or, threatened in writing against the
Partnership.

     (i) Intercompany Matters. Except for (i) the Transaction Documents, (ii)
Liabilities, agreements or requirements provided by the TRPA, (iii) any
intercompany matters between the Partnership on the one hand and Seller on the
other that relate solely to Seller being a general partner in the Partnership,
and (iv) as described in Schedule 5.2(i), there are no intercompany contracts or
other arrangements between the Partnership on the one hand and Seller and its
Affiliates (other than the Partnership) on the other, including any (1)
outstanding loans made to the Partnership by Seller or its Affiliates (each a
"RELATED PARTY"); provided that services provided by a Related Party to the
Partnership on open account shall not constitute a loan, (2)


                                        12

<PAGE>

outstanding loans made by the Partnership to a Related Party; provided that
services provided by the Partnership to a Related Party on open account shall
not constitute a loan, (3) outstanding receivables of the Partnership that are
receivable by the Partnership from a Related Party, (4) outstanding payables of
the Partnership that are payable to a Related Party, (5) services provided by
any Related Party for or on behalf of the Partnership (including all costs and
expenses charged to or on behalf of the Partnership in respect thereof) under
arrangements existing after the Closing, (6) services provided by the
Partnership for any Related Party (including all costs and expenses charged by
the Partnership in respect thereof) under arrangements existing after the
Closing and (7) any other outstanding Liability or written agreement between the
Partnership on the one hand and any Related Party on the other hand. Buyer
acknowledges that in the ordinary course of business Seller performs services
for one or more Related Parties, and one or more Related Parties performs
services for the Partnership, in each case pursuant to agreements listed on
Schedule 5.2(i) or interruptible transportation agreements that may be entered
into after the date hereof, and any receivables that become due to the
Partnership from any Related Party, or payables that become payable by the
Partnership to any Related Party, in the ordinary course of business consistent
with past practice after the date of this Agreement and prior to Closing,
pursuant to any such agreements, do not constitute a breach or violation of this
Section 5.2(i).

     (j) Tax Matters. The Partnership has duly and timely filed (or joined in
the filing of) when due all material Tax Returns required by applicable law to
be filed by it; (ii) all such Tax Returns were true, correct and complete in all
material respects as of the time of such filing; (iii) all Taxes relating to
periods ending on or before the date hereof owed by the Partnership (whether or
not shown on any Tax Return) at any time on or prior to the date hereof, if
required to have been paid, have been paid or accrued in the accounting books of
the Partnership (except for Taxes which are being contested in good faith in
appropriate proceedings); (iv) there is no action, suit, proceeding, audit or
claim now pending against, or with respect to, the Partnership in respect of any
Tax or Tax assessment, nor has any written claim for additional Tax or
assessment been asserted by any Tax authority for which an adverse determination
would result in a Material Adverse Effect; (v) there is no power of attorney
given by or binding upon the Partnership with respect to Taxes for any period
for which the statute of limitations (including waivers or extensions) has not
yet expired; (vi) the Partnership does not have any outstanding request for any
extension of time within which to pay its Taxes or file its Tax Returns (except
for extensions of time not greater than six months to file its Tax Returns,
which extensions have been obtained in good faith in appropriate routine
proceedings); (vii) there has been no waiver or extension of any applicable
statute of limitations for the assessment or collection of any Taxes of the
Partnership; (viii) the Seller is not a "foreign person" within the meaning of
Section 1445 of the Code; (ix) the Partnership is not a party to any agreement
providing for the payment of Taxes, payment for Tax losses, entitlements to
refunds or similar Tax matters; (x) the Partnership has withheld and paid all
Taxes required to be withheld by it in connection with any amounts paid or owing
to any employee, creditor, independent contractor or other third party; and (xi)
the Partnership has in effect a valid election under Section 754 of the Code for
federal income tax purposes and a comparable election in effect for all
pertinent state income tax purposes, and no such election has been revoked.


                                       13

<PAGE>

                                   Article VI
                              Buyer's Representations

     Buyer hereby represents and warrants to Seller that:

     6.1 Organization and Existence. Buyer is a limited partnership duly
organized and validly existing and in good standing under the laws of the State
of Delaware. Buyer has all requisite power and authority to own its properties
and assets and to conduct its business as now conducted, except where the
failure to have such power or authority would not reasonably be expected to
impair its ability to consummate the transactions contemplated by this
Agreement. Buyer is duly qualified to do business as a foreign entity and is in
good standing in every jurisdiction where the character of the properties owned
or leased by Buyer or the nature of the business conducted by Buyer makes such
qualifications necessary, except where the failure to be so qualified or in good
standing would not reasonably be expected to impair its ability to consummate
the transactions contemplated by this Agreement.

     6.2 Validity of Agreement; Authorization. Buyer has the requisite
partnership power and authority to enter into this Agreement and to carry out
its obligations hereunder. The execution and delivery of this Agreement and the
performance of Buyer's obligations hereunder have been duly authorized by all
necessary partnership action on the part of Buyer. This Agreement constitutes
Buyer's valid and binding obligation enforceable against Buyer in accordance
with its terms, except to the extent that its enforceability may be limited by
(i) applicable bankruptcy, insolvency, reorganization, moratorium and other
similar laws of general application from time to time in effect that affect
creditors' rights generally, (ii) general principles of equity and (iii) the
power of a court to deny enforcement of remedies generally based upon public
policy.

     6.3 No Conflict or Violation. The execution, delivery and performance by
Buyer of this Agreement does not and will not:

     (a) violate, conflict with or result in any breach of any provision of the
certificate of limited partnership or limited partnership agreement of Buyer or
Buyer Parent (each as in effect on the date hereof);

     (b) assuming that Buyer's Required Consents have been obtained, violate,
result in a breach of, constitute (with due notice or lapse of time or both) a
default or permit termination of or cause any obligation, penalty or premium to
arise or accrue under any material contract, lease, loan agreement, mortgage,
security agreement, trust indenture or other material agreement or instrument to
which Buyer is a party or by which it is bound or to which any of its properties
or assets is subject; or

     (c) assuming all the required filings have been made under the HSR Act and
the waiting period under the HSR Act has expired, and any other Buyer's Required
Consents have been obtained, violate any Law, order, writ, judgment, injunction,
award or decree of any Governmental Authority applicable to Buyer or Buyer
Parent in a manner that would have a material adverse effect on Buyer's ability
to consummate the transactions described herein.

     6.4 Consents and Approvals. Except for Buyer's Required Consents, no
Consent is required as a condition to the execution and delivery of this
Agreement by Buyer or the


                                        14

<PAGE>

performance of Buyer's obligations hereunder other than those Consents that, if
not obtained, would not have a material adverse effect on Buyer's ability to
consummate the transactions described herein. No approval of Buyer Parent's unit
holders is required for the performance of Buyer's obligations hereunder or the
performance by Buyer Parent or any of its Affiliates of their obligations under
the NBP GP Interest Transaction and the Transaction Documents.

      6.5 No Brokers. None of the Buyer or its Affiliates has entered into any
arrangement to pay any fees or commissions to any broker, finder or agent with
respect to the transactions contemplated by the Transaction Documents for which
Seller or the Partnership could become liable or obligated.

     6.6 Acquisition as Investment. Buyer (a) is acquiring the Assigned Interest
for its own account as an investment without the present intent to sell,
transfer or otherwise distribute the Assigned Interest to any other Person, (b)
is familiar with, and has sufficient knowledge and experience to evaluate, the
Partnership, the business of the Partnership, and the technical, commercial,
financial and other risks associated with acquiring the Assigned Interest, (c)
is financially capable of owning the Assigned Interest, and (d) has experience
in developing, constructing, operating, or arranging for the operation of, and
financing of, natural gas pipelines.

                                  Article VII
                             Covenants and Agreements

     7.1 Regulatory and Other Approvals.

     (a) Seller will use commercially reasonable efforts to (i) obtain, as
promptly as possible, all Seller's Required Consents, (ii) provide such other
information and communications to such Governmental Authorities or other Persons
as such Governmental Authorities or such other Persons may reasonably request in
connection therewith, and (iii) provide reasonable cooperation to Buyer in
obtaining Buyer's Required Consents. In furtherance of the foregoing covenant,
Seller shall prepare and submit as soon as practicable following the execution
by Seller and Buyer of this Agreement, all necessary filings for Seller in
connection with the transactions contemplated by this Agreement that may be
required under the HSR Act and the rules and regulations promulgated thereunder.
Seller shall request expedited treatment of such filings, shall promptly make
any appropriate or necessary subsequent or supplemental filings, and shall
cooperate with Buyer in the preparation of such filings as is reasonably
necessary and appropriate.

     (b) Buyer will use commercially reasonable efforts to (i) obtain, as
promptly as possible, all Buyer's Required Consents, (ii) provide such other
information and communications to such Governmental Authorities or other Persons
as such Governmental Authorities or such other Persons may reasonably request in
connection therewith, and (iii) provide reasonable cooperation to Seller in
obtaining Seller's Required Consents. In furtherance of the foregoing covenant,
Buyer shall prepare and submit as soon as practicable following the execution by
Seller and Buyer of this Agreement, all necessary filings for Buyer in
connection with the transactions contemplated by this Agreement that may be
required under the HSR Act and the rules and regulations promulgated thereunder.
Buyer shall request expedited treatment of such filings, shall promptly make any
appropriate or necessary subsequent or supplemental filings, and shall cooperate
with Seller in the preparation of such filings as is reasonably necessary and
appropriate.


                                       15

<PAGE>

     (c) Buyer shall pay the filing fee required to be paid under the HSR Act.

     (d) Each Party will provide prompt notification to the other when any such
consent, approval, action, filing or notice referred to in Section 7.1(a)(i) or
7.1(b)(i), respectively, is obtained, taken, made or given, as applicable, and
will advise such other Party of any communications (and, unless precluded by
Law, provide copies of any such communications that are in writing) with any
Governmental Authority or other Person regarding any of the transactions
contemplated by this Agreement.

     7.2 Consent to Transfer of Assigned Interest. Effective as of the Effective
Time, each of the Parties hereby consents to the transfer of the Assigned
Interest by Seller to Buyer and agrees that such transfer shall be permitted
notwithstanding any of the terms of Section 10 of the Partnership Agreement or
any other terms thereof that might prohibit such transfer, any rights of the
Parties thereunder with respect to such transfer being hereby waived.

     7.3 Additional Agreements. The Parties shall, and to the extent such
agreements have been delegated to an Affiliate, shall cause their Affiliates to,
negotiate in good faith and use commercially reasonable efforts to enter into
the Amended and Restated Partnership Agreement, the Operating Agreement and the
Transition Agreement.

     7.4 Other Actions. Each of Buyer and Seller, on its own behalf and on
behalf of the Partnership, shall use its commercially reasonable efforts to
consummate the transactions contemplated herein and to make such transactions
effective as promptly as practicable, including, without limitation, (i)
defending lawsuits or other proceedings challenging this Agreement or the
consummation of any part of the transactions contemplated herein, (ii) using
commercially reasonable efforts to lift any injunction or order adversely
affecting this Agreement or the consummation of the transactions contemplated
herein, or (iii) using commercially reasonable efforts to take any other action
as may be required in connection with the consummation of the transactions to
give effect to the transactions contemplated herein.

     7.5 Operation of the Partnership. Except for matters relating to the
consummation of this transaction, including those actions set forth in this
Article VII, or with Buyer's prior written consent (which consent shall not be
unreasonably withheld, conditioned or delayed), between the date hereof and the
Closing, Seller and Buyer shall cause the Partnership to operate in the ordinary
course of business consistent with past practice and as required by the
Partnership Agreement.

                                  Article VIII
                                 Indemnification

     8.1 Indemnification--General.

     (a) By Seller. Subject to Sections 8.2 and 8.6 below, Seller shall
indemnify and hold harmless Buyer and its officers, directors, employees, agents
and Affiliates (collectively, the "BUYER INDEMNIFIED PARTIES") for any losses,
damages, liabilities, claims, demands, judgments, settlements, costs or expenses
(including reasonable fees and expenses of attorneys and accountants, but net of
any insurance proceeds) ("LOSSES") incurred by any Buyer Indemnified Party
relating to, resulting from or arising out of, or any allegation of (i) any
breach of any representation or warranty of Seller set forth in Article V of
this Agreement or (ii) any breach or


                                       16

<PAGE>

non-fulfillment of any covenant, agreement or other obligation of Seller set
forth in this Agreement. Seller's representations and warranties as set forth in
Article V of this Agreement shall survive until the earlier of (x) April 1,
2008, or (y) one (1) year following the date TransCan Northwest Border Ltd. or
an Affiliate, or permitted successors or assigns assumes responsibility as the
operator of the Partnership under the Operating Agreement; provided, however,
that the representations and warranties of Seller set forth in Section 5.1(b),
Section 5.1(c), Section 5.1(d)(i) and Section 5.1(f) of this Agreement
("SELLER'S IDENTIFIED REPRESENTATIONS AND WARRANTIES") shall survive
indefinitely, and the representations and warranties set forth in Section 5.2(j)
shall survive for a period equal to the applicable statute of limitations for
each type of Tax and Tax year (including any extensions thereof).

     (b) By Buyer. Subject to Section 8.2 below, Buyer shall indemnify and hold
harmless Seller and its officers, directors, employees, agents and Affiliates
(collectively, the "SELLER INDEMNIFIED PARTIES") for any Losses incurred by any
Seller Indemnified Party relating to, resulting from or arising out of, or any
allegation of (i) any breach of any representation or warranty of Buyer set
forth in Article VI of this Agreement, or (ii) any breach or non-fulfillment of
any covenant, agreement or other obligation of Buyer set forth in this
Agreement. Buyer's representations and warranties as set forth in Article VI of
this Agreement shall survive until the earlier of (x) April 1, 2008, or (y) one
(1) year following the date TransCan Northwest Border Ltd. or an Affiliate or
permitted successors or assigns assumes responsibility as the operator of the
Partnership under the Operating Agreement; provided, however, that the
representations and warranties of Buyer set forth in Section 6.2, Section 6.3(a)
and Section 6.5 of this Agreement ("BUYER'S IDENTIFIED REPRESENTATIONS AND
WARRANTIES") shall survive indefinitely.

     8.2 Limitations on Indemnity. Notwithstanding anything to the contrary in
this Agreement:

     (a) Threshold. Subject to Section 8.2(b) below, Seller shall have no
liability for inaccuracies in or breaches of, its representations and warranties


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