No Omitted Descriptions. There are no legal or governmental proceedings or contracts or other documents that would be required to be described in a registration statement filed under the Securities Act or, in the case of documents, would be required to be filed as exhibits to a registration statement of the Partnership pursuant to Item 601(b)(10) of Regulation S-K that have not been described in the Pricing Disclosure Package.
No Omitted Descriptions. There are no legal or governmental proceedings pending or, to the knowledge of the NRP Parties, threatened or contemplated, against any member of the Partnership Group, or to which any member of the Partnership Group is a party, or to which any of their respective properties or assets is subject, that are required to be described in the Pricing Disclosure Package or the Prospectus that are not described as required, and there are no agreements, contracts, indentures, leases or other instruments that are required to be described in the Pricing Disclosure Package or the Prospectus or to be filed as an exhibit to the Registration Statement that are not described or filed as required by the Securities Act.
No Omitted Descriptions. There are no legal or governmental proceedings pending or, to the knowledge of the Spectra Parties, threatened or contemplated against any of the Spectra Entities, or to which any of the Spectra Entities is a party, or to which any of their respective properties or assets is subject, that are required to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus but are not described as required, and there are no agreements, contracts, indentures, leases or other instruments that are required to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus or to be filed as an exhibit to the Registration Statement that are not described or filed as required by the Securities Act or the Rules and Regulations or the Exchange Act or the rules and regulations thereunder.
No Omitted Descriptions. There are no legal or governmental proceedings pending or, to the knowledge of the TCP Parties, threatened or contemplated, against any of the Partnership Entities, Great Lakes, NBPC, North Baja or Tuscarora or to which any of the Partnership Entities, Great Lakes, NBPC, North Baja or Tuscarora is a party, or to which any of their respective properties or assets is subject, that are required to be described in the Pricing Disclosure Package or the Final Prospectus that are not described as required, and there are no agreements, contracts, indentures, leases or other instruments that are required to be described in the Pricing Disclosure Package or the Final Prospectus or to be filed as an exhibit to the Registration Statement that are not described or filed as required by the Act.
No Omitted Descriptions. Other than as set forth in the Prospectus, there are no legal or governmental proceedings pending to which any of the Partnership Entities is a party or of which any property of any of the Partnership Entities is the subject which, if determined adversely to the Partnership Entities, could reasonably be expected to, individually or in the aggregate have a Material Adverse Effect and, to the best of the Partnership Parties' knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others.
No Omitted Descriptions. There are no legal or governmental proceedings or contracts or other documents that would be required to be described in a registration statement filed under the Securities Act or, in the case of documents, would be required to be filed as exhibits to a registration statement of the Partnership pursuant to Item 601(b)(10) of Regulation S-K that have not been described in the Pricing Disclosure Package. (nn) Statements in the Pricing Disclosure Package and the Prospectus. Statements made or incorporated by reference in the Pricing Disclosure Package and the Prospectus under the captions “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” insofar as they purport to constitute summaries of the terms of statutes, rules or regulations, legal or governmental proceedings or contracts and other documents, constitute accurate summaries of the terms of such statutes, rules and regulations, legal and governmental proceedings and contracts and other documents in all material respects. Each contract, document or other agreement described in the Pricing Disclosure Package and the Prospectus is in full force and effect and is valid and enforceable by and against the BreitBurn Entities, as the case may be, in accordance with its terms except as the enforceability thereof may be limited by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing.
No Omitted Descriptions. There is no agreement, contract or other document of a character required to be described in the Registration Statement or Prospectus, or to be filed as an exhibit thereto, which is not described or filed as required; and the statements in the Prospectus under the headings “Description of Units,” “Tax Considerations,” and “Material Tax Considerations,” insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are accurate and fair summaries of such legal matters, agreements, documents or proceedings.
No Omitted Descriptions. There is no agreement, contract or other document of a character required to be described in the General Disclosure Package or the Final Prospectus, or to be filed as an exhibit to any documents incorporated therein by reference, which is not described or filed as required; and the statements (i) in the General Disclosure Package and the Final Prospectus under the headings “Description of the Debt Securities,” “Description of Notes” and “Certain United Stated Federal Income Tax Considerations,” (ii) in the Partnership’s Annual Report on Form 10-K for the fiscal year ended August 31, 2007 under the captions “Business — Natural Gas Operations Segment — Regulation,” “Business — Government Regulation and Environmental Matters” and “Legal Proceedings,” (iii) in the Partnership’s Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, 2007 under the heading “Legal Proceedings,” (iv) in the Partnership’s Quarterly Report on Form 10-QT for the transition period from September 1, 2007 to December 31, 2007 under the heading “Legal Proceedings,” (v) in the Partnership’s Current Report on Form 8-K filed with the Commission on March 19, 2008 under “Note 9. Regulatory Matters, Commitments, Contingencies and Environmental Liabilities — Litigation and Contingencies” to the consolidated financial statements of the Partnership included therein, (vi) in the Partnership’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2008 under the heading “Legal Proceedings,” (vii) in the Partnership’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2008 under the heading “Legal Proceedings” and (viii) in the Partnership’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2008 under the heading “Legal Proceedings,” in each case, insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, were accurate and fair summaries of such legal matters, agreements, documents or proceedings as of the date of each such document.
No Omitted Descriptions. There are no legal or governmental proceedings pending or, to the knowledge of the Partnership Parties, threatened, against any of the Oxford Entities, or to which any of the Oxford Entities is a party, or to which any of their respective properties or assets is subject, that are required to be described in the Registration Statement or the Pricing Disclosure Package but are not described as required, and there are no agreements, contracts, indentures, leases or other instruments that are required to be described in the Registration Statement or the Pricing Disclosure Package or to be filed as an exhibit to the Registration Statement that are not described or filed as required by the Securities Act, the Rules and Regulations, the Exchange Act or the rules and regulations thereunder.
No Omitted Descriptions. There are no legal or governmental proceedings pending or, to the knowledge of the TCP Parties, threatened or contemplated, against any of the Partnership Entities, NBPC or Tuscarora or to which any of the Partnership Entities, NBPC or Tuscarora is a party, or to which any of their respective properties or assets is subject, that are required to be described in the Registration Statement or the Final Prospectus that are not described as required, and there are no agreements, contracts, indentures, leases or other instruments that are required to be described in the Registration Statement or the Final Prospectus or to be filed as an exhibit to the Registration Statement that are not described or filed as required by the Act. Any certificate signed by any officer of any of the TCP Parties and delivered to Citigroup Global Markets Inc. or counsel for the Underwriters in connection with the offering of the Units shall be deemed a representation and warranty by the TCP Parties, as to matters covered thereby, to each Underwriter.
