Common use of Conditions to the Initial Purchasers’ Obligations Clause in Contracts

Conditions to the Initial Purchasers’ Obligations. The obligations of the Initial Purchasers are subject to the following conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been received of (A) any intended or potential downgrading or (B) any review or possible change that does not indicate the direction of a possible change, in the rating accorded any of the securities of the Company or ▇▇▇▇▇▇▇▇ by any "nationally recognized statistical rating organization," as such term is defined for purposes of Rule 436(g)(2) under the Act; and (ii) there shall not have occurred any material adverse change, or any development which could reasonably be expected to result in a prospective material adverse change, in the financial condition, or in the earnings, business or operations of the Company or ▇▇▇▇▇▇▇▇, from that set forth in the Final Offering Memorandum. (b) The Initial Purchasers shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in clauses (a)(i) and (ii) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his or her knowledge after due inquiry as to proceedings threatened. (c) The Initial Purchasers shall have received on the Closing Date an opinion of ▇▇▇▇▇ ▇▇▇▇▇▇, Esq., Senior Vice President and General Counsel of ▇▇▇▇▇▇▇▇ dated the Closing Date, with such exceptions and qualifications as shall be agreed by the Initial Purchasers, to the effect set forth in Exhibit A. The opinion of ▇▇▇▇▇ ▇▇▇▇▇▇, Esq. described in Exhibit A shall be rendered to the Initial Purchasers at the request of the Company and shall so state therein. (d) The Initial Purchasers shall have received on the Closing Date an opinion from ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Company, dated the Closing Date, with such exceptions and qualifications as shall be agreed by the Initial Purchasers, to the effect set forth in Exhibit B. (e) The Initial Purchasers shall have received on the Closing Date an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Initial Purchasers, dated the Closing Date, covering the matters referred to in paragraph 9 of Exhibit A, and such other matters as shall be agreed by the Initial Purchasers. With respect to paragraph 9 of Exhibit A, ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ may state that their opinion and belief are based upon their participation in the preparation of the Offering Memorandum (excluding any documents incorporated by reference therein) and any amendments or supplements thereto and review and discussion of the contents thereof, but are without independent check or verification, except as specified. ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ may also state that they have relied solely on the opinion of ▇▇▇▇▇ ▇▇▇▇▇▇, Esq., as to matters relating to the regulation of the Company by the Federal Energy Regulatory Commission. (f) The Initial Purchasers shall have received on the date hereof and on the Closing Date letters, in form and substance satisfactory to the Initial Purchasers, from Ernst & Young LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants' "comfort letters" to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in the Offering Memorandum. (g) The Initial Purchasers and the Company shall have validly entered into the Registration Rights Agreement, substantially in the form of Exhibit C hereto.

Conditions to the Initial Purchasers’ Obligations. The obligations of the Initial Purchasers are subject to the following conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been received of (A) any intended or potential downgrading or (B) any review or possible change that does not indicate the direction of a possible change, in the rating accorded any of the Company’s securities of the Company or ▇▇▇▇▇▇▇▇ by any "“nationally recognized statistical rating organization," ” as such term is defined for purposes of Rule 436(g)(2) under the Act; and (ii) there shall not have occurred any material adverse change, or any development which that could reasonably be expected to result in a prospective material adverse change, in the financial condition, or in the earnings, business or operations of the Company or ▇▇▇▇▇▇▇▇its subsidiaries, taken as a whole, from that set forth in the Final Offering Memorandum. (b) The Initial Purchasers shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in clauses (a)(i) and (ii) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his or her knowledge after due inquiry as to proceedings threatened. (c) The Initial Purchasers shall have received on the Closing Date an opinion of ▇J▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq., Senior Vice President and General Counsel of ▇W▇▇▇▇▇▇▇ dated the Closing Date, with such exceptions and qualifications as shall be agreed by the Initial Purchasers, to the effect set forth in Exhibit A. The opinion of ▇J▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq. described in Exhibit A shall be rendered to the Initial Purchasers at the request of the Company and shall so state therein. (d) The Initial Purchasers shall have received on the Closing Date an opinion from ▇G▇▇▇▇▇, ▇D▇▇▇ & ▇C▇▇▇▇▇▇▇ LLP, special counsel for the Company, dated the Closing Date, with such exceptions and qualifications as shall be agreed by the Initial Purchasers, to the effect set forth in Exhibit B. (e) The Initial Purchasers shall have received on the Closing Date an opinion of ▇D▇▇▇▇ ▇▇▇▇ & ▇W▇▇▇▇▇▇▇, counsel for the Initial Purchasers, dated the Closing Date, covering the matters referred to in the last paragraph 9 of Exhibit A, and such other matters as shall be agreed by the Initial Purchasers. With respect to paragraph 9 of Exhibit A, ▇D▇▇▇▇ ▇▇▇▇ & ▇W▇▇▇▇▇▇▇ may state that their opinion and belief are based upon their participation in the preparation of the Offering Memorandum (excluding any documents incorporated by reference therein) and any amendments or supplements thereto and review and discussion of the contents thereof, but are without independent check or verification, except as specified. ▇D▇▇▇▇ ▇▇▇▇ & ▇W▇▇▇▇▇▇▇ may also state that they have relied solely on the opinion of ▇J▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq., as to matters relating to the regulation of the Company by the Federal Energy Regulatory Commission. (f) The Initial Purchasers shall have received on the date hereof and on the Closing Date lettersa letter, in form and substance satisfactory to the Initial Purchasers, from Ernst & Young LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants' "’ “comfort letters" ” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in the Offering Memorandum. (g) The Initial Purchasers and the Company shall have validly entered into the Registration Rights Agreement, substantially in the form of Exhibit C hereto.

Conditions to the Initial Purchasers’ Obligations. The obligations of the Initial Purchasers are subject to the following conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been received of (A) any intended or potential downgrading or (B) any review or possible change that does not indicate the direction of a possible change, in the rating accorded any of the Company's securities of the Company or ▇▇▇▇▇▇▇▇ by any "nationally recognized statistical rating organization," as such term is defined for purposes of Rule 436(g)(2) under the Act; and (ii) there shall not have occurred any material adverse change, or any development which could reasonably be expected to result in a prospective material adverse change, in the financial condition, or in the earnings, business or operations of the Company or ▇▇▇▇▇▇▇▇and its subsidiaries, taken as a whole, from that set forth in the Final Offering Memorandum. (b) The Initial Purchasers Representatives shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in clauses (a)(i) and (ii) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his or her knowledge after due inquiry as to proceedings threatened. (c) The Initial Purchasers Representatives shall have received on the Closing Date an opinion of William G. von Glahn, Esq., Senior Vice President and Genera▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇liams Companies, Inc., dated the Closing Date, to the eff▇▇▇ ▇▇▇▇: (i) the Company and each of its Significant Subsidiaries have been duly incorporated (in the case of each Significant Subsidiary that is a corporation) or otherwise validly formed and are validly existing in good standing under the laws of their respective jurisdictions of organization, have the requisite power and authority to own their property and to conduct their business as described in the Offering Memorandum and are duly qualified to do business and are in good standing in each jurisdiction in which their respective ownership or lease of property or the conduct of their respective businesses requires such qualification, except to the extent such failure to be qualified or in good standing would not have a material adverse effect on the consolidated financial position, results of operations, business or prospects of the Company and its subsidiaries, taken as a whole, and have all power and authority necessary to own or hold their respective properties and conduct the businesses in which they are engaged as described in or contemplated by the Offering Memorandum; and all of the issued shares of capital stock of each Significant Subsidiary (in the case of each Significant Subsidiary that is a corporation) or membership interests (in the case of each Significant Subsidiary that is a limited liability corporation) have been duly and validly authorized and issued and are fully paid, non-assessable and (except for directors' qualifying shares and as disclosed in the Offering Memorandum) are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims; (ii) the Company and its subsidiaries hold all franchises, certificates of public convenience and necessity, consents, authorizations, approvals, orders, permits, licenses and easements necessary to own, operate and maintain its properties as described in the Offering Memorandum, subject only to such defects, irregularities, restrictions, conditions and other matters as are described in the Offering Memorandum or which do not materially affect the right of the Company or its subsidiaries to own, operate and maintain its properties and to conduct its business as described therein, and has made all declarations and filings with, all federal, state, local and other governmental authorities, and all courts or other tribunals, necessary to conduct its business in the manner described in the Offering Memorandum, except to the extent that the lack of such consents, authorizations, approvals, orders, certificates or permits would not have a material adverse effect on the Company and its subsidiaries, taken as a whole; (iii) neither the Company nor any of its Significant Subsidiaries (i) is in violation of its charter or by-laws, (ii) is in default in any material respect, and no event has occurred which, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any material indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it is a party or by which it is bound or to which any of its properties or assets is subject or (iii) is in violation in any material respect of any law, ordinance, governmental rule, regulation or court decree to which it or its property or assets may be subject or has failed to obtain any material license, permit, certificate, franchise or other governmental authorization or permit necessary to the ownership of its property or to the conduct of its business except, in case of (ii) and (iii), for such defaults, violations, or failures to obtain such authorizations or permits that have not had or are not reasonably expected to have, a material adverse effect on the consolidated financial condition, results of operations, business or prospects of the Company and its subsidiaries, taken as a whole; (iv) the Indenture has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and authentication by the Trustee, is a valid and binding agreement of the Company enforceable in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization, and other laws of general applicability relating to or affecting creditors' rights and to general equity principles; (v) the Notes have been duly authorized and, when executed and authenticated in accordance with the provisions of the Indenture, and delivered to and paid for by the Initial Purchasers, will be valid and binding obligations of the Company, enforceable in accordance with their terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equity principles, and will be entitled to the benefits of the Indenture; (vi) this Agreement has been duly authorized, executed and delivered by the Company; (vii) the Registration Rights Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equity principles, and except as rights to indemnification and contribution thereunder may be limited by applicable law; (viii) assuming compliance by the Initial Purchasers with the offering and transfer procedures and restrictions described in the Offering Memorandum, the accuracy of the representations and warranties deemed to be made in the Offering Memorandum by purchasers to whom the Initial Purchasers initially resell the Notes and that purchasers to whom the Initial Purchasers initially resell the Notes receive a copy of the Offering Memorandum prior to such sale, no consent, approval, authorization or order of, or qualification with, any governmental body or agency having jurisdiction over the Company is required for the performance by the Company of its obligations under this Agreement, the Registration Rights Agreement, the Notes and the Indenture, except such as have been obtained or as may be required by the securities or blue sky laws of the various states in connection with the offer and sale of the Notes; (ix) The execution, delivery and performance by the Company of its obligations under this Purchase Agreement, the Registration Rights Agreement, the Notes and the Indenture will not contravene any provision of applicable law or the Certificate of Incorporation or the By-laws of the Company or any material agreement or other material instrument binding upon the Company; (x) the statements in the Offering Memorandum under the caption "Description of the Notes," insofar as such statements constitute summaries of the legal matters, documents or proceedings referred to therein, fairly summarize in all material respects the matters referred to therein; (xi) after due inquiry, such counsel does not know of any legal or governmental proceedings pending or threatened to which the Company is a party or to which any of the properties of the Company is subject that are required to be described in the documents incorporated by reference in the Offering Memorandum and are not so described or of any statutes, regulations, contracts or other documents that are required to be described in the Offering Memorandum that are not described as required; (xii) the Company is not, and following the consummation of the transactions contemplated herein will not be, an "investment company", as such term is defined in the Investment Company Act of 1940, as amended; (xiii) such counsel has no reason to believe that (except for financial statements and schedules and related notes thereto, and the other financial, statistical and accounting data as to which such counsel need not express any belief) the Offering Memorandum as of its date or as of the Closing Date contained or contains any untrue statement of a material fact or omitted or omits to state a 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; and (xiv) assuming the accuracy of the representations of the Initial Purchasers contained in Section 2 hereof and compliance by the Initial Purchasers with the covenants set forth in Section 7 hereof, compliance by the Initial Purchasers with the offering and transfer procedures and restrictions described in the Offering Memorandum and the accuracy of the representations and warranties deemed to be made in the Offering Memorandum by purchasers to whom the Initial Purchasers initially resell the Notes, it is not necessary in connection with the offer, sale and delivery of the Notes in the manner contemplated in this Agreement to register the Notes under the Securities Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended. The opinion of William G. von Glahn, Esq. described in paragraph (c) above ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, Esq., Senior Vice President and General Counsel of ▇▇▇▇▇▇▇▇ dated the Closing Date, with such exceptions and qualifications as shall be agreed by the Initial Purchasers, to the effect set forth in Exhibit A. The opinion of ▇▇▇▇▇ ▇▇▇▇▇▇, Esq. described in Exhibit A shall be rendered to ▇ the Initial Purchasers at the request of the Company and shall so state therein. (d) The Initial Purchasers shall have received on the Closing Date an opinion from ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Company, dated the Closing Date, with such exceptions and qualifications as shall be agreed by the Initial Purchasers, to the effect set forth in Exhibit B. (e) The Initial Purchasers Representatives shall have received on the Closing Date an opinion of ▇Davis Polk & Wardwell, counsel for the Initial Purchasers, d▇▇▇▇ ▇▇▇ ▇los▇▇▇ ▇▇▇▇, covering the matters referred to in subparagraphs (iv), (v), (vi), (vii), (xiii) and (xiv) of paragraph (c) above. With respect to subparagraph (xiii) of paragraph (c) above, Davis Polk & Wardwell may state that their belief is based upon ▇▇▇▇▇ par▇▇▇▇▇▇▇▇, counsel for the Initial Purchasers, dated the Closing Date, covering the matters referred to in paragraph 9 of Exhibit A, and such other matters as shall be agreed by the Initial Purchasers. With respect to paragraph 9 of Exhibit A, ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ may state that their opinion and belief are based upon their participation on in the preparation of the Offering Memorandum (excluding any documents incorporated by reference therein) and any amendments or supplements thereto and review and discussion of the contents thereof, but are without independent check or verification, except as specified. Davis Polk & Wardwell may also state that they have relied s▇▇▇▇▇ ▇▇ ▇▇▇ & ▇he ▇▇▇▇▇▇▇ may also state that they have relied solely on the opinion of ▇▇▇▇▇ ▇▇▇▇▇▇William G. von Glahn, Esq., as to matters relating to the regulation of the Company re▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇any by the Federal Energy Regulatory Commission. The opinion of William G. von Glahn, Esq. described in paragraph (c) above ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇ the Initial Purchasers at the request of the Company and shall so state therein. (fe) The Initial Purchasers Representatives shall have received on the date hereof and on the Closing Date lettersa letter, in form and substance satisfactory to the Initial PurchasersRepresentatives, from Ernst & Young LLP, independent public accountantsauditors, containing statements and information of the type ordinarily included in accountants' "comfort letters" to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in the Offering Memorandum. (g) The Initial Purchasers and the Company shall have validly entered into the Registration Rights Agreement, substantially in the form of Exhibit C hereto.

Conditions to the Initial Purchasers’ Obligations. The obligations of the Initial Purchasers are subject to the following conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been received of (A) any intended or potential downgrading or (B) any review or possible change that does not indicate the direction of a possible change, in the rating accorded any of the Company's securities of the Company or ▇▇▇▇▇▇▇▇ by any "nationally recognized statistical rating organization," as such term is defined for purposes of Rule 436(g)(2) under the Act; and (ii) there shall not have occurred any material adverse change, or any development which could reasonably be expected to result in a prospective material adverse change, in the financial condition, or in the earnings, business or operations of the Company or ▇▇▇▇▇▇▇▇and its subsidiaries, taken as a whole, from that set forth in the Final Offering Memorandum. (b) The Initial Purchasers shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in clauses (a)(i) and (ii) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his or her knowledge after due inquiry as to proceedings threatened. (c) The Initial Purchasers shall have received on the Closing Date an opinion of ▇▇▇▇▇ ▇▇▇▇▇▇William G. von Glahn, Esq., Senior Vice President and General Counsel of Genera▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇liams Companies, Inc., dated the Closing Date, with such ▇▇▇▇▇▇▇▇ dated the Closing Date, with such exceptions ▇ns and qualifications as shall be agreed by the Initial Purchasers, to the effect set forth in Exhibit A. The opinion of ▇▇▇▇▇ ▇▇▇▇▇▇William G. von Glahn, Esq. described in Exhibit A shall be rendered to the Initial r▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇al Purchasers at the request of the Company and shall so state therein. (d) The Initial Purchasers shall have received on the Closing Date an opinion from ▇▇▇▇▇▇, ▇▇▇▇ Andrews & ▇▇▇▇▇▇▇▇ Kurth LLP, special counsel for the Company, dated the Closing Date, with such exceptions and qualifications as shall be agreed by the Initial Purchasers, to the effect set forth in Exhibit B. (e) The Initial Purchasers shall have received on the Closing Date an opinion of ▇▇▇▇▇ ▇▇▇▇ Davis Polk & ▇▇▇▇▇▇▇▇Wardwell, counsel for the Initial Purchasers, dated the Closing Dated▇▇▇▇ ▇▇▇ ▇los▇▇▇ ▇▇▇▇, covering the matters referred to in paragraph 9 subparagraph (ix) of Exhibit A, and such other matters as shall be agreed by the Initial Purchasers. With respect to paragraph 9 subparagraph (ix) of Exhibit A, Davis Polk & Wardwell may state that their opinion and belie▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ may state that their opinion and belief are based upon their r participation in the preparation of the Offering Memorandum (excluding any documents incorporated by reference therein) and any amendments or supplements thereto and review and discussion of the contents thereof, but are without independent check or verification, except as specified. Davis Polk & Wardwell may also state that they have relied s▇▇▇▇▇ ▇▇ ▇▇▇ & ▇he ▇▇▇▇▇▇▇ may also state that they have relied solely on the opinion of ▇▇▇▇▇ ▇▇▇▇▇▇William G. von Glahn, Esq., as to matters relating to the regulation of the Company re▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇any by the Federal Energy Regulatory Commission. (f) The Initial Purchasers shall have received on the date hereof and on the Closing Date lettersa letter, in form and substance satisfactory to the Initial Purchasers, from Ernst & Young LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants' "comfort letters" to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in the Offering Memorandum. (g) The Initial Purchasers and the Company shall have validly entered into the Registration Rights Agreement, substantially in the form of Exhibit C hereto.

Conditions to the Initial Purchasers’ Obligations. The obligations of the Initial Purchasers are subject to the following conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been received of (A) any intended or potential downgrading or (B) any review or possible change that does not indicate the direction of a possible change, in the rating accorded any of the Company's securities of the Company or ▇▇▇▇▇▇▇▇ by any "nationally recognized statistical rating organization," as such term is defined for purposes of Rule 436(g)(2) under the Act; and (ii) there shall not have occurred any material adverse change, or any development which could reasonably be expected to result in a prospective material adverse change, in the financial condition, or in the earnings, business or operations of the Company or ▇▇▇▇▇▇▇▇and its subsidiaries, taken as a whole, from that set forth in the Final Offering Memorandum. (b) The Initial Purchasers shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in clauses (a)(i) and (ii) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his or her knowledge after due inquiry as to proceedings threatened. (c) The Initial Purchasers shall have received on the Closing Date an opinion of ▇▇▇▇▇ ▇▇▇▇▇▇William G. von Glahn, Esq., Senior Vice President and General Counsel of Genera▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇liams Companies, Inc., dated the Closing Date, with such ▇▇▇▇▇▇▇▇ dated the Closing Date, with such exceptions ▇ns and qualifications as shall be agreed by the Initial Purchasers, to the effect set forth in Exhibit A. The opinion of ▇▇▇▇▇ ▇▇▇▇▇▇William G. von Glahn, Esq. described in Exhibit A shall be rendered to the Initial r▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇al Purchasers at the request of the Company and shall so state therein. (d) The Initial Purchasers shall have received on the Closing Date an opinion from ▇▇▇▇▇▇, ▇▇▇▇ Andrews & ▇▇▇▇▇▇▇▇ Kurth LLP, special counsel for the Company, dated the Closing Date, with such exceptions and qualifications as shall be agreed by the Initial Purchasers, to the effect set forth in Exhibit B. (e) The Initial Purchasers shall have received on the Closing Date an opinion of ▇▇▇▇▇ ▇▇▇▇ Davis Polk & ▇▇▇▇▇▇▇▇Wardwell, counsel for the Initial Purchasers, dated the Closing Dated▇▇▇▇ ▇▇▇ ▇los▇▇▇ ▇▇▇▇, covering the matters referred to in paragraph 9 subparagraph (ix) of Exhibit A, and such other matters as shall be agreed by the Initial Purchasers. With respect to paragraph 9 subparagraph (ix) of Exhibit A, ▇▇Davis Polk & Wardwell may state that their opinion and belie▇ ▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ may state that their opinion and belief are based d upon their participation in the preparation of the Offering Memorandum (excluding any documents incorporated by reference therein) and any amendments or supplements thereto and review and discussion of the contents thereof, but are without independent check or verification, except as specified. ▇▇▇▇▇ ▇▇▇▇ Davis Polk & ▇▇▇▇▇▇▇▇ Wardwell may also state that they have relied solely on the opinion of ▇▇▇▇▇ he ▇▇▇▇▇▇▇ of William G. von Glahn, Esq., as to matters relating to the regulation of the Company re▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇any by the Federal Energy Regulatory Commission. (f) The Initial Purchasers shall have received on the date hereof and on the Closing Date letters, in form and substance satisfactory to the Initial Purchasers, from Ernst & Young LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants' "comfort letters" to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in the Offering Memorandum. (g) The Initial Purchasers and the Company shall have validly entered into the Registration Rights Agreement, substantially in the form of Exhibit C hereto.