partner interests of
Acquirer (Williams Partners L.P. (NYSE: WPZ)).
(b) Each of the following terms is defined in the Section set forth opposite
such term:
Acquirer
Preamble
Acquirer Fundamental Representations
9.1(a)(i)
Acquirer Indemnified Parties
9.2(a)
Acquirer SEC Documents
4.11(a)
Agreement
Preamble
Accounting Methodology Schedule
2.3(a)
Allocation
2.4
Antitrust Authority
5.5(c)
Assigned Insurance Policies
5.17
Antitrust Laws
5.5(c)
Basket Amount
9.2(b)(i)
Books and Records
5.2(e)
8
Cash Consideration
2.1(b)(ii)
Casualty Event
5.16(a)
Casualty Event Notice
5.16(a)
Client Service Agreement
3.14(b)
Closing
2.2(a)
Closing Date
2.2(a)
Closing Purchase Price
2.1(b)
Company
Recitals
Company Systems
5.16(a)
Confidentiality Agreement
5.2(b)
Contributor
Preamble
Contributor Fundamental Representations
9.1(a)(i)
Contributor Indemnified Parties
9.2(c)
Covered Employees
5.8(a)
Creditors' Rights
3.2(b)
Current Representation
10.13(a)
Customer
5.15(a)(iii)
Damaged Portion
5.16(a)
Debt Financing
5.18(a)
Designated Person
10.13(a)
Dispute
10.15
Disputed Item
2.3(e)
Environmental Liability Insurance Policy
9.2(b)(iv)
Equity Consideration
2.1(b)(i)
Escrow Period
9.2(e)
Escrow Units
2.2(b)(ii)
Estimated Closing Date Balance Sheet
2.3(a)
Estimated Indebtedness Amount
2.3(a)
Estimated Net Working Capital
2.3(a)
Estimated Pre-Closing Capital Expenditures Amount
2.3(a)
Estimated Purchase Price Adjustment Amount
2.3(a)
Final Closing Date Balance Sheet
2.3(d)
Final Indebtedness Amount
2.3(d)
Final Net Working Capital
2.3(d)
Final Pre-Closing Capital Expenditures Amount
2.3(d)
Final Pre-Closing Capital Expenditures Schedule
2.3(d)
Final Purchase Price
2.1(b)
Final Purchase Price Adjustment Amount
2.3(d)
Financial Statements
3.5(a)
Highstar
5.14(b)
Indemnified Party
9.3(a)
Indemnifying Party
9.3(a)
Independent Accounting Firm
2.3(f)
Material Contracts
3.8(a)
Material Permits
3.10(b)
Objection Period
2.3(e)
9
Outside Date
8.1(b)
Owned Properties
3.11(a)
Party
Preamble
Permitted Liens
3.11(a)
Post-Closing Representation
10.13(a)
Pre-Effective Period
1.1(a)
Pre-Effective Straddle Period
1.1(a)
Purchased Interests
Recitals
Qualifying Offer
5.8(a)
Released Units
9.2(e)(iv)
Resolution Period
2.3(e)
Restricted Business
5.15(a)(i)
Resolution Period
2.3(e)
Related Persons
3.20
Right-of-Way
3.11(c)
Straddle Period
1.1(a)
Tax Proceeding
6.6
Third Party Agreement
3.11(b)
Third-Party Claim
9.3(a)
Transferred Employees
5.8(a)
Transfer Taxes
6.1
Section 1.2 Construction.
In this Agreement, unless a clear contrary intention appears: (a) pronouns in
the masculine, feminine and neuter genders shall be construed to include any
other gender, and words in the singular form shall be construed to include the
plural and vice versa; (b) if a term is defined as one part of speech (such as a
noun), it shall have a corresponding meaning when used as another part of speech
(such as a verb); (c) the term "including" (and all correlative terms) shall be
construed to be expansive rather than limiting in nature and to mean "including,
without limitation"; (d) the word "or" is inclusive; (e) references to Articles
and Sections refer to Articles and Sections of this Agreement; (f) the words
"this Agreement," "herein," "hereof," "hereby," "hereunder" and words of similar
import refer to this Agreement as a whole, including the Schedules, and not to
any particular subdivision unless expressly so limited; (g) references in any
Article or Section or definition to any clause means such clause of such
Article, Section or definition; (h) references to Schedules are to the items
identified separately in writing by the Parties as the described Schedules
attached to this Agreement, each