Common use of Registration and Qualification Clause in Contracts

Registration and Qualification. Assuming the accuracy of the representations and warranties and compliance with the agreements contained in this Agreement, no registration of the Securities under the Securities Act, and no qualification of an indenture under the Trust Indenture Act, are required for the offer and sale by the Initial Purchasers of the Securities in the manner contemplated by this Agreement. In addition, such counsel shall state that they have participated in conferences with officers and other representatives of the Copano Parties, representatives of the registered independent public accounting firms for the Company and representatives of and counsel to the Initial Purchasers at which the contents of the Pricing Disclosure Package, the Offering Memorandum and related matters were discussed, and although such counsel did not independently verify, is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Pricing Disclosure Package or the Offering Memorandum (except to the extent specified in paragraph (h) above), on the basis of the foregoing, no facts have come to the attention of such counsel that lead them to believe that the Pricing Disclosure Package as of the Time of Sale or the Offering Memorandum as of its date and as of the Closing Date (in each case other than (i) financial statements included or incorporated by reference therein, including the notes and schedules thereto and auditors’ reports thereon and (ii) the other financial data included or incorporated by reference therein, as to which such counsel need express no belief) contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. In rendering such opinion, such counsel may (A) rely in respect of matters of fact upon certificates of officers and employees of the Copano Parties and upon information obtained from public officials, (B) assume that all documents submitted to them as originals are authentic, that all copies submitted to them conform to the originals thereof, and that the signatures on all documents examined by them are genuine, (C) state that their opinion is limited to federal laws, the Delaware LLC Act, the DGCL and the laws of the State of New York (D) with respect to the opinions expressed in paragraph (a) above as to the due qualification or registration as a foreign corporation or limited liability company, as the case may be, of the Copano Group, state that such opinions are based upon certificates of foreign qualification or registration provided by the Secretary of State of the states listed on Appendix 1 (each of which will be dated not more than fourteen days prior to such Closing Date, as the case may be, and shall be provided to the Initial Purchasers), (E) state that they express no opinion with respect to any permits to own or operate any real or personal property, (F) state that they express no opinion with respect to the accuracy or descriptions of real or personal property and (G) state that they express no opinion with respect to state or local taxes or tax statutes to which any of the members of the Company or any of the Copano Parties may be subject. [Insert Appendix 1 listing foreign qualifications of the Copano Group]

Registration and Qualification. Assuming the accuracy of the representations and warranties and compliance with the agreements contained in this the Purchase Agreement, no registration of the Securities under the Securities Act, and no qualification of an indenture under the Trust Indenture Act, are required for the offer and sale by the Initial Purchasers of the Securities in the manner contemplated by this the Purchase Agreement. In addition, such counsel shall state that they have participated in conferences with officers and other representatives of the Copano Parties, representatives of the registered independent public accounting firms for accountants of the Company and representatives of and counsel to the Initial Purchasers at which the contents of the Pricing Disclosure Package, the Offering Memorandum and related matters were discussed, and although such counsel did not independently verify, is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Pricing Disclosure Package or the Offering Memorandum (except to the extent specified in paragraph (h) above), on the basis of the foregoing, no facts have come to the attention of such counsel that which lead them to believe that the Preliminary Offering Memorandum and Pricing Disclosure Package Supplement as of the Time of Sale Execution and as of the Closing Date, or the Final Offering Memorandum as of its date and as of the Closing Date (in each case other than (i) the financial statements included or incorporated by reference therein, including the notes and schedules thereto and auditors’ reports thereon thereon, and (ii) the other financial and statistical data included or incorporated by reference therein, as to which such counsel need express no belief) contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. In rendering such opinion, such counsel may (A) rely in respect of matters of fact upon certificates of officers and employees of the Copano Parties and upon information obtained from public officials, (B) assume that all documents submitted to them as originals are authentic, that all copies submitted to them conform to the originals thereof, and that the signatures on all documents examined by them are genuine, (C) state that their opinion is limited to federal laws, the Delaware LP Act, the Delaware LLC Act, the DGCL DGCL, the Texas LP Act, the Texas LLC Act and the laws of the State of New York (D) with respect to the opinions expressed in paragraph (a) above as to the due qualification or registration as a foreign limited partnership, corporation or limited liability company, as the case may be, of the Copano Group, state that such opinions are based upon certificates of foreign qualification or registration provided by the Secretary of State of the states listed on Appendix 1 (each of which will be dated not more than fourteen days prior to such Closing Date, as the case may be, and shall be provided to the Initial Purchasers), (E) state that they express no opinion with respect to any permits to own or operate any real or personal property, (F) state that they express no opinion with respect to the accuracy or descriptions of real or personal property and (G) state that they express no opinion with respect to state or local taxes or tax statutes to which any of the members of the Company or any of the Copano Parties Entities may be subject. [Insert Appendix 1 listing foreign qualifications of the Copano Group]

Registration and Qualification. Assuming If and whenever the accuracy of Company is required to use all reasonable efforts to effect the representations and warranties and compliance with the agreements contained in this Agreement, no registration of the any Eligible Securities under the Securities ActAct as provided in Article 3, the Company will as promptly as is practicable: (d) use all reasonable efforts to register or qualify all Eligible Securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions as Investor or any underwriter of such Eligible Securities shall reasonably request, and no qualification do any and all other acts and things which may be reasonably requested by Investor or any underwriter to consummate the disposition in such jurisdictions of an indenture the Eligible Securities covered by such registration statement, except the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it is not so qualified, or to subject itself to taxation in any jurisdiction where it is not then subject to taxation, or to consent to general service of process in any jurisdiction where it is not then subject to service of process; (e) use all reasonable efforts to list the Eligible Securities on each national securities exchange on which the Common Stock is then listed, if the listing of such securities is then permitted under the Trust Indenture Act, are rules of such exchange; and (f) immediately notify Investor at any time when a prospectus relating to a registration pursuant to Article 3 hereof is required for to be delivered under the offer and sale by the Initial Purchasers Securities Act of the Securities in the manner contemplated by this Agreement. In addition, such counsel shall state that they have participated in conferences with officers and other representatives happening of the Copano Parties, representatives any event as a result of the registered independent public accounting firms for the Company and representatives of and counsel to the Initial Purchasers at which the contents of the Pricing Disclosure Package, the Offering Memorandum and related matters were discussed, and although prospectus included in such counsel did not independently verify, is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Pricing Disclosure Package or the Offering Memorandum (except to the extent specified in paragraph (h) above), on the basis of the foregoing, no facts have come to the attention of such counsel that lead them to believe that the Pricing Disclosure Package as of the Time of Sale or the Offering Memorandum as of its date and as of the Closing Date (in each case other than (i) financial statements included or incorporated by reference therein, including the notes and schedules thereto and auditors’ reports thereon and (ii) the other financial data included or incorporated by reference thereinregistration statement, as to which such counsel need express no belief) contained or contains then in effect, includes an untrue statement of a material fact or omitted or omits to state a any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. In rendering , and at the request of Investor prepare and furnish to such opinionInvestor as many copies of a supplement to or an amendment of such prospectus as Investor may reasonably request so that, as thereafter delivered to the purchasers of such Eligible Securities, such counsel may (A) rely prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in respect of matters of fact upon certificates of officers and employees light of the Copano Parties and upon circumstances under which they were made, not misleading. The Company may require Investor to furnish the Company such information obtained from public officials, (B) assume that all documents submitted to them as originals are authentic, that all copies submitted to them conform to the originals thereof, and that the signatures on all documents examined by them are genuine, (C) state that their opinion is limited to federal laws, the Delaware LLC Act, the DGCL regarding Investor and the laws distribution of the State of New York (D) with respect to the opinions expressed in paragraph (a) above as to the due qualification or registration as a foreign corporation or limited liability company, such Eligible Securities as the case Company may be, of the Copano Group, state that such opinions are based upon certificates of foreign qualification from time to time reasonably request in writing and as shall be required by law or registration provided by the Secretary SEC in connection with any registration. The Company may also impose such restrictions and limitations on the distribution of State of the states listed on Appendix 1 (each of which will be dated not more than fourteen days prior to such Closing Date, Eligible Securities as the case may beCompany reasonably believes are necessary or advisable to comply with applicable law or to effect an orderly distribution, and shall be provided to the Initial Purchasers), (E) state that they express no opinion with respect to any permits to own or operate any real or personal property, (F) state that they express no opinion with respect to the accuracy or descriptions of real or personal property and (G) state that they express no opinion with respect to state or local taxes or tax statutes to which any of the members of the Company or any of the Copano Parties may be subject. [Insert Appendix 1 listing foreign qualifications of the Copano Group]including those restrictions set forth in Section 4.3 hereof.

Registration and Qualification. Assuming the accuracy of the representations and warranties and compliance In connection with the agreements contained registration of any Registrable Securities under the Securities Act as provided in this AgreementSection 2.01, no registration Parent shall as promptly as practicable (but subject to the provisions of Section 2.01): (a) prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement effective and to comply with the provisions of the Securities under Act with respect to the disposition of all the Registrable Securities until the earlier of (A) such time as all Registrable Securities proposed to be sold therein have been disposed of in accordance with the intended methods of disposition set forth in such registration statement and (B) the expiration of the Effective Period, provided that any such period shall be extended by the number of days in any Section 2.02 Period and/or Section 2.04(d) Period applicable to such registration; (b) furnish to the Stockholders such number of conformed copies of the Registration Statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in the Registration Statement (including each preliminary prospectus), in conformity with the requirements of the Securities Act, and no qualification of an indenture under such documents incorporated by reference in such Registration Statement or prospectus, as the Trust Indenture Act, are required for Stockholders may reasonably request; (c) promptly notify the offer and sale by the Initial Purchasers of the Securities Stockholders in the manner contemplated by this Agreement. In addition, such counsel shall state that they have participated in conferences with officers and other representatives of the Copano Parties, representatives of the registered independent public accounting firms for the Company and representatives of and counsel to the Initial Purchasers at which the contents of the Pricing Disclosure Package, the Offering Memorandum and related matters were discussed, and although such counsel did not independently verify, is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Pricing Disclosure Package or the Offering Memorandum (except to the extent specified in paragraph (h) above), on the basis of the foregoing, no facts have come to the attention of such counsel that lead them to believe that the Pricing Disclosure Package as of the Time of Sale or the Offering Memorandum as of its date and as of the Closing Date (in each case other than writing (i) financial statements at any time when a prospectus relating to the registration pursuant to Section 2.01 is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included or incorporated by reference therein, including the notes and schedules thereto and auditors’ reports thereon and (ii) the other financial data included or incorporated by reference thereinin such registration statement, as to which such counsel need express no belief) contained or contains then in effect, includes an untrue statement of a material fact or omitted or omits to state a any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. In rendering , and (ii) of any request by the SEC or any other regulatory body or other body having jurisdiction for any amendment of or supplement to the Registration Statement or other document relating to such opinionoffering, and in either such case, at the request of the Stockholders prepare and furnish to the Stockholders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such counsel may (A) rely prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in respect of matters of fact upon certificates of officers and employees light of the Copano Parties circumstances under which they are made, not misleading (the number of days from (x) the date the written notice contemplated by this paragraph (c) is given by Parent to (y) the date on which Parent delivers to the Stockholders the supplement or amendment contemplated by this paragraph (c), is referred to herein as a "Section 2.04(c) Period"); (d) use its commercially reasonable efforts to list all such Registrable Securities covered by such registration on each securities exchange and automated inter-dealer quotation system on which the Parent Common Stock is then listed; (e) furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a registration effected pursuant to Section 2.01 unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Stockholders. Each Stockholder agrees that it shall furnish to Parent such information regarding such Stockholder, the Registrable Securities held by it and the distribution proposed by such Stockholder as Parent may request in writing to the extent such information is required in connection with any registration, qualification or compliance referred to in this Agreement. Each Stockholder agrees that, subject to the 90 day period described in Section 2.02, and upon information obtained receipt of any notice from public officials, (B) assume that all documents submitted to them as originals are authentic, that all copies submitted to them conform to the originals thereof, and that the signatures on all documents examined by them are genuine, (C) state that their opinion is limited to federal laws, the Delaware LLC Act, the DGCL and the laws Parent of the State happening of New York (D) with respect any event of the kind described in Section 2.02(c), such Stockholder will forthwith discontinue use of the prospectus and any prospectus supplement under the Registration Statement and shall suspend sales of Registrable Securities pursuant to any Registration Statement until such Stockholder receives copies of the opinions expressed supplement to or amendments of such registration statement or contemplated by Section 2.02(c), and, if so directed by Parent, such Stockholder will deliver to Parent all copies, other than permanent file copies then in paragraph (a) above as to the due qualification or registration as a foreign corporation or limited liability company, as the case may besuch Stockholder's possession, of the Copano Group, state that prospectus and the prospectus supplements then covering such opinions are based upon certificates Registrable Securities at the time of foreign qualification or registration provided by the Secretary receipt of State of the states listed on Appendix 1 (each of which will be dated not more than fourteen days prior to such Closing Date, as the case may be, and shall be provided to the Initial Purchasers), (E) state that they express no opinion with respect to any permits to own or operate any real or personal property, (F) state that they express no opinion with respect to the accuracy or descriptions of real or personal property and (G) state that they express no opinion with respect to state or local taxes or tax statutes to which any of the members of the Company or any of the Copano Parties may be subject. [Insert Appendix 1 listing foreign qualifications of the Copano Group]notice.