Sale, Contribution And Exchange Agreement

EXHIBIT 10.4 SALE, CONTRIBUTION AND EXCHANGE AGREEMENT Covering the Sale and Contribution of 100% of the Partnership Interests in Midstream Gas Services, L.P. In Exchange for Cash and Partnership
Interests in Eagle Rock Pipeline, LP Dated June 2, 2006


SALE, CONTRIBUTION AND EXCHANGE AGREEMENT THIS SALE, CONTRIBUTION AND EXCHANGE AGREEMENT (" Agreement" ) is made and entered into this 2nd day of June, 2006, by and among MGS GP, L.L.C. , a Texas limited liability company (" MGS GP" ); ANTHONY R. MICHOG , in his individual capacity (" Michog" ); DAVID E. HIETT , in his individual capacity (" Hiett" ); DAVID B. BRALEY , in his individual capacity (" Braley" ); RICHARD W. WILKERSON in his individual capacity (" Wilkerson" ); TERRY D. GREGSON in his individual capacity (" Gregson" ); NATURAL GAS PARTNERS VII, L.P. , a Delaware limited partnership (" NGP" along with Michog, Hiett, Braley, Wilkerson and Gregson are collectively the " MGS LPs" or individually an " MGS LP" ); EAGLE ROCK ENERGY SERVICES, L.P. , a Texas limited partnership (" Buyer" ); and EAGLE ROCK PIPELINE, LP , a Delaware limited partnership (" ER Pipeline" ). WHEREAS, MGS GP and the MGS LPs own all of the issued and outstanding limited and general partner interests, incentive interests, options and related rights (collectively, the " MGS Units" ) in MIDSTREAM GAS SERVICES, L.P. , a Texas limited partnership (" MGS" ) which owns and operates certain assets consisting generally of a gas plant, gathering pipelines and compressor stations and other related assets, located in Roberts County, Texas; and WHEREAS, pursuant to the terms of this Agreement, MGS GP desires to sell, convey and assign to Buyer and Buyer desires to purchase, acquire and receive from MGS GP all of the general partner interests in MGS; and WHEREAS, pursuant to the terms of this Agreement, NGP desires to contribute its limited partner interests in MGS to ER Pipeline and ER Pipeline desires to accept from NGP such limited partner interests in MGS; and WHEREAS, pursuant to the terms of this Agreement, Michog, Hiett and Braley desire to sell, convey and assign a portion of their limited partner interests in MGS to Buyer and Buyer desires to purchase, acquire and receive from Michog, Hiett and Braley such portion of limited partner interests in MGS; and WHEREAS, pursuant to the terms of this Agreement, Michog, Hiett and Braley desire to contribute the remaining portion of their limited partner interests in MGS to ER Pipeline and ER Pipeline desires to accept from Michog, Hiett and Braley such remaining portion of limited partner interests in MGS; and WHEREAS, pursuant to the terms of this Agreement, Wilkerson and Gregson desire to sell, assign and convey their limited partner interests in MGS to Buyer and Buyer desires to purchase, acquire and receive from Wilkerson and Gregson all of their limited partner interests in MGS; and


WHEREAS, pursuant to the terms of this Agreement, Buyer and ER Pipeline desire to acquire and receive such interests from MGS GP and the MGS LPs. NOW, THEREFORE, for and in consideration of the premises and the mutual covenants contained herein, the parties to this Agreement hereby agree as follows:


ARTICLE I
DEFINITIONS; INTERPRETATION 1.01 Definitions . Capitalized terms used herein and not defined elsewhere in this Agreement shall have the meanings given such terms as is set forth below. " Advisory Services Agreement" means the Advisory Services, Reimbursement and Indemnification Agreement, effective as of November 1, 2004, between MGS and NGP. " Affiliate" means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person. For purposes of the definition of " Affiliate," the term " control" (including the correlative terms " controlled by" and " under common control with" ), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, through the ownership of voting securities, by contract, or otherwise. For purposes of this Agreement, the term Affiliate, with respect to MGS, MGS GP, Buyer and ER Pipeline, shall not include NGP. " Assets" shall mean all of the Facilities, Property Rights, Rights of Way, Pipeline and Other Fixtures, Permits, Contracts, Leases, Other Assets, and Line Fill, but shall specifically exclude the Excluded Assets. " Assumed Liabilities" shall have the meaning given it in Section 6.07. " Business Day" means any day, Monday through Friday, on which nationally chartered banks are open for the transaction of business in Houston, Texas. " Casualty Loss" shall have the meaning given it in Section 6.01. " Chesapeake Agreement" means that certain Gas Processing Agreement dated July 10, 2005, between MGS and Axio Production Company, an Affiliate of Chesapeake Energy Corporation. " Closing" shall have the meaning given it in Section 8.01. " Closing Amount" shall have the meaning given it in Section 6.04. " Code" means the Internal Revenue Code of 1986, as amended. " Confidentiality and Noncompete Agreements" means the Confidentiality and Noncompete Agreements, dated as of November 1, 2004, between MGS and certain of MGS' employees. " Contracts" means any and all contracts and agreements relating exclusively to or which are reasonably necessary for conduct of the business of MGS in Roberts County, Texas, or the use of the Assets, including contracts related to the purchase, processing, gathering and


transportation of gas; the sales, marketing and fractionation of natural gas liquids; and the sale of condensate. " Contributor(s)" means NGP, Michog, Hiett and/or Braley. " Deferred Units" means the amount, if any, of additional Units in ER Pipeline to be delivered to NGP as calculated using the Financial Model, but not to exceed the Maximum Deferred Units. " Effective Time" shall mean 11:59 p.m. central time on May 31, 2006. " Environmental Laws" means any and all Legal Requirements or Orders, rules, codes, policies, directives, standards, licenses or permits of any Governmental Body relating to the environment, specifically, including those relating to the exposure to, use, Release, emission, presence, storage, treatment, generation, transportation, processing or handling of Hazardous Materials, previously, presently, or hereafter in effect, including the Safe Drinking Water Act, 42 U.S.C. a7 300f et seq.; the Federal Insecticide, Fungicide & Rodenticide Act, 7 U.S.C. a7 136 et seq.; the Toxic Substances Control Act, 15 U.S.C. a7 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. a7 2701 et seq.; the Clean Water Act, 33 U.S.C. a7 1251 et seq.; the Clean Air Act, 42 U.S.C. a7 7401 et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. a7 6901 et seq.; the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. a7 9601 et seq. (" CERCLA" ), and the Emergency Planning and Community Right to Know Act, 42 U.S.C. a7 11001 et seq.; and all similar statutes adopted by the State of Texas, as each may be amended from time to time. " ER Indemnitees" shall have the meaning given it in Section 9.01(a). " ER Partnership Agreement" means that certain Amended and Restated Agreement of Limited Partnership dated March 27, 2006, as amended, among the general and limited partners of ER Pipeline, governing the operation and affairs of ER Pipeline. " ER Pipeline" means Eagle Rock Pipeline, LP, a Delaware limited partnership. " ER Units" means limited partnership interests in ER Pipeline which, for purposes of this Agreement, shall be valued at $18.02 per Unit. " ERISA" means the Employee Retirement Income Security Act of 1974, as amended. " Excluded Assets" shall have the meaning given it in Section 6.06. " Facilities" means the gas plant, gathering pipelines, compressor station, processing plant, pad site and related facilities owned by MGS and located in Roberts County, Texas.


" Financial Model" shall mean the formula described on Exhibit D hereto to be used by the parties to determine the amount of Deferred Units, if any, to be paid to NGP in accordance with Section 3.02(a). " Governmental Body" means any (a) nation, state, county, city, town, village, district, territory, or other jurisdiction of any nature; (b) federal, state, local, municipal, foreign, or other government; (c) governmental authority of any nature (including any governmental agency, branch, department, official, or entity and any court or other tribunal); or (d) body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature. " Hazardous Material" means at any time (i) any material, substance, waste, pollutant, or contaminant regulated, designated or defined as hazardous, extremely or imminently hazardous, dangerous or toxic under the following federal statutes and their state counterparts, as well as those statutes' implementing regulations: CERCLA, the Federal Insecticide, Fungicide and Rodenticide Act, the Atomic Energy Act, the Hazardous Materials Transportation Act, and the Solid Waste Disposal Act, each as amended; (ii) petroleum products including crude oil and any fractions thereof; (iii) asbestos; (iv) natural gas, synthetic gas and any mixtures thereof; or (v) any substance with respect to which a Governmental Body otherwise requires environmental investigation, monitoring, reporting or remediation. " Indemnitee" shall have the meaning given it in Section 10.01 " Indemnitor" shall have the meaning given it in Section 10.01. " Initial Units" means the aggregate amount of one million one hundred twenty five thousand four hundred sixteen (1,125,416) ER Units, which, for purposes of this Agreement, has a deemed value of Twenty Million Two Hundred Eighty Thousand and No/100 Dollars ($20,280,000). " Knowledge of Sellers and Contributors" means the actual knowledge of each Seller and Contributor. " Leases" means all leases of real or personal property, including the lease of the real property on which the Facilities operate. " Legal Requirement" means any Order, constitution, law, ordinance, regulation, statute, or treaty issued by any federal, state, local, municipal, foreign, international, multinational, or other administrative body, any principle of common law or governmental interpretation thereof. " Liabilities/Claims" shall have the meaning given it in Section 9.01(a). " Line Fill" means the quantity of natural gas owned by MGS.


" Maximum Deferred Units" means an amount not to exceed 1,109,878 Units in ER Pipeline. " Order" means any award, decision, injunction, judgment, decree, order, ruling, subpoena, or verdict entered, issued, made, or rendered by any court, administrative agency, or other Governmental Body or by any arbitrator. " Other Assets" means all vehicles, computers, software, communication equipment and other assets utilized in the operation of the business of MGS in Roberts County, Texas. " Permits" means all environmental and other governmental permits, licenses, orders, franchises and related instruments or rights relating to the ownership or operation of the Assets. " Permitted Encumbrances" shall mean: (i) the terms, conditions, restrictions, obligations, exceptions, reservations, limitations and other matters contained in: (A) any of the Rights of Way or documents under which Sellers obtained any of the Property Rights or Rights of Way; (B) other easements, leases, permits or other conveyancing documents which are of record in the land records of the county where the affected Assets are located; and (C) the Contracts; (ii) liens for property taxes and assessments that are not yet due and payable (or if delinquent, that are being contested in good faith by MGS by appropriate Proceedings); (iii) mechanic' s, materialmen' s, repairmen' s and other liens arising in the ordinary course and securing obligations incurred prior to Closing and for which MGS is are responsible for payment; (iv) any obligations or duties affecting the Assets as to any Governmental Body under any Permit and all Legal Requirements, and any rights reserved to or vested in any Governmental Body to control or regulate the Assets or the operation thereof in any manner; (v) utility easements, restrictive covenants, and other matters that (A) are of record or (B) do not and will not interfere materially with the ownership, use and operation of the Assets; and (vi) preferential rights to purchase, required third-party consents to assignment and other similar agreements which do not apply to this transaction or with respect to which waivers or consents are obtained from the appropriate parties with respect to the sale contemplated hereby or as to which the appropriate time for asserting such rights has expired as of Closing without an exercise of such rights. " Person" means any individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company, joint venture, estate, trust,


unincorporated organization, business, syndicate, sole proprietorship, association, organization, labor union, or other entity or Governmental Body. " Pipeline and Other Fixtures" shall mean those certain pipelines, and related valves, pumps, compressors and other equipment, personal property and fixtures relating to the Facilities. " Proceeding" means any action, arbitration, audit, claim, inspection, notice, review, hearing, investigation, litigation, or suit, injunction, judgment, order, decree or ruling (whether civil, criminal, administrative, investigative, or informal), at law or in equity, commenced, brought, conducted, or heard by or before, or otherwise involving, any Governmental Body or arbitrator. " Property Rights" shall mean any fee properties, surface leases, other rights to use of the surface and related instruments, upon which the Facilities are located. " Release" or " Released" means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, migrating or disposing (including the abandoning or discarding of barrels, containers and other closed receptacles containing any Hazardous Material) of a substance into the environment. " Rights Agreement" means the Voting and Transfer Restriction Agreement, dated as of November 1, 2004, by and among MGS, MGS GP, NGP, and certain employees and investors. " Rights of Way" means all easements, rights-of-way, servitudes, permits and/or licenses pertaining to the Facilities or the Pipeline and Other Fixtures. " Securities Act" means the Securities Act of 1933, as amended. " Seller Indemnitees" shall have the meaning given it in Section 9.01(b). " Seller(s)" means MGS GP, Michog, Hiett, Braley, Wilkerson and/or Gregson. " Tax" or " Taxes" means all income, profits, franchise, gross receipts, capital, sales, use, withholding, value added, ad valorem, transfer, employment, social security, disability, occupation, asset, property, severance, documentary, stamp, excise and other taxes, duties and similar governmental charges or assessments imposed by or on behalf of any governmental authority and any interest, fines, penalties or additions relating to any such tax, duty, charge or assessment. " Tax Return" means any return, report, information statement, or similar statement required to be filed with respect to any Taxes (including any attached schedules), including, without limitation, any information return, claim for refund, amended return and declaration of estimated Tax.


1.02 Interpretation . All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections and other subdivisions of or to this Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreement, and shall be disregarded in construing the language hereof. The words " this Agreement," " herein," " hereby," " hereunder" and " hereof," and words of similar import, refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The words " this Article," " this Section" and " this subsection," and words of similar import, refer only to the Article, Section or subsection hereof in which such words occur. The word " or" is not exclusive, and the word " including" (in its various forms) means including without limitation.


ARTICLE II
SALE AND CONTRIBUTION OF MGS UNITS 2.01 Purchase and Sale . Subject to the terms and conditions of this Agreement, Buyer shall purchase from Sellers, and Sellers shall sell, transfer, assign and convey to Buyer, the MGS Units set forth on Schedule 2.01 . Such sale, transfer, assignment and conveyance shall be performed pursuant to instruments generally in the form of the Assignment attached hereto as Exhibit A . 2.02 Contribution . Subject to the terms and conditions of this Agreement, Contributors shall contribute and transfer to ER Pipeline, and ER Pipeline shall received and accept from Contributors, in a transaction under Section 721 of the Code, the MGS Units set forth on Schedule 2.02 . Such contributions shall be performed pursuant to instruments generally in the form of the Contribution Agreement attached hereto as Exhibit B .


ARTICLE III
PURCHASE PRICE 3.01 Purchase Price . Subject to the terms and conditions of this Agreement, and in full payment for the MGS Units being sold to Buyer pursuant to Section 2.01, Buyer shall pay or cause to be paid to Sellers, as further detailed below, at Closing, by wire transfer as described in Section 8.01(b), the aggregate sum of Four Million Seven Hundred Twenty Thousand and no/100 Dollars ($4,720,000) as such sum may be adjusted pursuant to the provisions of this Agreement, such sum to be payable to the respective Sellers as follows: (a) As payment for the sale, assignment and conveyance by MGS GP of all of the general partner interests in MGS, Buyer will pay to MGS GP, Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00); (b) As payment for the sale, assignment and conveyance by Michog of 10,743 MGS Units, Buyer will pay to Michog, Six Hundred Ninety Thousand and No/100 Dollars ($690,000.00); (c) As payment for the sale, assignment and conveyance by Hiett of 10,743 MGS Units, Buyer will pay to Hiett, Six Hundred Ninety Thousand and No/100 Dollars ($690,000.00); (d) As payment for the sale, assignment and conveyance by Braley of 10,743 MGS Units, Buyer will pay to Braley, Six Hundred Ninety Thousand and No/100 Dollars ($690,000.00); (e) As payment for the sale, assignment and conveyance by Wilkerson of 10,435 MGS Units, Buyer will pay to Wilkerson, One Million Two Hundred Thousand and No/100 Dollars ($1,200,000); and (f) As payment for the sale, assignment and conveyance by Gregson of 10,435 MGS Units, Buyer will pay to Gregson, One Million Two Hundred Thousand and No/100 Dollars ($1,200,000). 3.02 Exchange . Subject to the terms and conditions of this Agreement, and in exchange for the MGS Units being contributed to ER Pipeline pursuant to Section 2.02, ER Pipeline shall issue and deliver to Contributors, as further detailed below: (i) at Closing the Initial Units, and (ii) within twenty (20) Business Days after the second anniversary of the Closing date, the Deferred Units, if any. (a) In exchange for the contribution by NGP of 495,000 MGS Units, ER Pipeline will issue and deliver to NGP 610,433 ER Units and the Deferred Units, if any; (b) In exchange for the contribution by Michog of 42,971 MGS Units, ER Pipeline will issue and deliver to Michog 171,661 ER Units;


(c) In exchange for the contribution by Hiett of 42,971 MGS Units, ER Pipeline will issue and deliver to Hiett 171,661 ER Units; and (d) In exchange for the contribution by Braley of 42,971 MGS Units, ER Pipeline will issue and deliver to Braley 171,661 ER Units.


ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF SELLERS,
CONTRIBUTORS AND MGS 4.01 Sellers and Contributors . Each Seller and Contributor, severally and not jointly, with respect to himself or itself and not with respect to any other Seller or Contributor, hereby represents and warrants to Buyer and ER Pipeline as follows:(a) Title to MGS Units; Capitalization . Such Seller or Contributor is the lawful owner, beneficially and of record of the MGS Units set forth on Schedule 2.01 and 2.02, as applicable, free and clear of any liens, claims or encumbrances of any kind or nature. The MGS Units set forth on Schedules 2.01 and 2.02, in the aggregate, constitute one hundred percent (100%) of the general and limited partnership interests of MGS. Such MGS Units have been duly authorized, are validly issued, fully paid and nonassessable, and were not issued in violation of any preemptive or other similar rights. Except for the MGS Units, there are no outstanding (i) voting or other partnership interests of MGS; (ii) securities of MGS convertible into, or exchangeable or exercisable for, partnership interests of MGS; and (iii) options, warrants, calls, rights, commitments or agreements to which MGS is a party or by which it is bound, in any case obligating MGS to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, partnership interests of MGS, or obligating MGS to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. Upon consummation of the transactions contemplated hereby, Buyer and ER Pipeline will acquire good, valid and indefeasible title to all the MGS Units of such Seller or Contributor, free and clear of any liens, claims or encumbrances.(b) Authorization of Transaction . Such Seller or Contributor has full power and authority (including full partnership or limited liability company power and authority, to the extent applicable) to execute and deliver this Agreement and to perform his or its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of such Seller or Contributor, enforceable in accordance with its terms and conditions, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Such Seller or Contributor does not need to give any notice to, make any filing with or obtain any authorization, consent or approval of, any Governmental Authority in order to consummate the transactions contemplated by this Agreement. If such Seller or Contributor is an individual, the MGS Units sold or contributed by such Seller or Contributor are not subject to any spousal rights or similar restrictions or such Seller' s or Contributor' s spouse has executed this Agreement, evidencing such spouse' s consent to the execution, delivery and performance of this Agreement by such Seller or Contributor and such spouse, as applicable.


(c) Noncontravention . Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated herein, will (A) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge or other restriction of any Governmental Body to which such Seller or Contributor is subject or any provision of its formation documents or instruments, if applicable, or (B) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice under any agreement, Contract, lease, license, instrument or other arrangement to which such Seller or Contributor is a party or by which he or it is bound or to which any of the Assets is subject.(d) Claims against MGS . Such Seller or Contributor has no outstanding claims for reimbursement from or indemnity by MGS.(e) Solvency . (i) Such Seller or Contributor is not insolvent and will not be rendered insolvent by any of transactions described hereunder. As used in this section, " insolvent" means that the sum of the debts and other probable liabilities of such Seller or Contributor exceed the present fair saleable value of such Seller' s or Contributor' s assets. (ii) Immediately after giving effect to the consummation of the transactions described hereunder: (i) such Seller or Contributor will be able to pay its liabilities as they become due in the usual course of its business; (ii) such Seller or Contributor will not have unreasonably small capital with which to conduct its present or proposed business; (iii) such Seller or Contributor will have assets (calculated at fair market value) that exceed its liabilities; and (iv) taking into account all pending and threatened litigation, final judgments against such Seller or Contributor in actions for money damages are not reasonably anticipated to be rendered at a time when, or in amounts such that, such Seller or Contributor will be unable to satisfy any such judgments promptly in accordance with their terms (taking into account the maximum probable amount of such judgments in any such actions and the earliest reasonable time at which such judgments might be rendered) as well as all other obligations of such Seller or Contributor. The cash available to such Seller or Contributor, after taking into account all other anticipated uses of the cash, will be sufficient to pay all such debts and judgments promptly in accordance with their terms.(f) Securities Representation . Such Contributor receiving ER Units in exchange for his or its MGS Units is acquiring such ER Units for his or its own account and not with a view to, or for offer of resale in connection with, a distribution thereof, within the meaning of the Securities Act. Such Contributor acknowledges that he or it is able to fend for himself or itself, can bear the economic risk of his or its investment in the ER Units, and has such knowledge and experience in financial and business matters that he or it is capable of evaluating the merits and risks of an investment in the ER Units. In acquiring the ER


Units, such Contributor is not offering or selling, and will not offer or sell, for himself or itself or ER Pipeline in connection with any distribution of the ER Units, and such Contributor does not have a participation and will not participate in any such undertaking or in any underwriting of such an undertaking except in compliance with applicable federal and state securities laws. Further, such Contributor understands that such ER Units will not have been registered pursuant to the Securities Act or any applicable state securities laws, that the ER Units will be characterized as " restricted securities" under federal securities laws, and that under such laws and applicable regulations the ER Units cannot be sold or otherwise disposed of without registration under the Securities Act or an exemption therefrom. In this connection, such Contributor represents that he or it is familiar with Rule 144 promulgated under the Securities Act, as currently in effect, and understands the resale limitations imposed thereby and by the Securities Act. Stop transfer instructions may be issued to the transfer agent for securities of ER Pipeline (or a notation may be made in the appropriate records of ER Pipeline) in connection with the ER Units issued hereunder. It is agreed and understood by such Contributor that, should any certificate be issued representing any of the ER Units, each such certificate shall conspicuously set forth on the face or back thereof, in addition to any legends required by Legal Requirement or other agreement, a legend in substantially the following form:THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. SUCH UNITS MAY NOT BE SOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE FIRST REGISTERED PURSUANT TO THAT ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS EAGLE ROCK PIPELINE, LP RECEIVES A WRITTEN OPINION OF COUNSEL, WHICH OPINION AND COUNSEL ARE SATISFACTORY TO THE CORPORATION, TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED.4.02 MGS . Each Seller and Contributor, jointly and severally, hereby represents and warrants to Buyer and ER Pipeline as follows:(a) Organization and Standing . MGS is a limited partnership duly organized and validly existing under the laws of the State of Texas. MGS GP is the sole general partner of MGS.(b) Title to Assets; Condition; Operatorship . MGS owns good and defensible title to all real property included in the Assets, and owns good and defensible title or (in the case of leases and contractual rights) a valid and subsisting contractual right to its interest in, all of the other assets included in the Assets, free and clear of all liens, pledges, encumbrances, adverse claims, or preferential rights, except for Permitted Encumbrances. Schedule 4.02(b) sets forth a full and complete description of all of the Assets. The


tangible assets included in t ...