MAY BE WAIVED BY THE PARTY ENTITLED TO
THE BENEFITS THEREOF ONLY BY A WRITTEN INSTRUMENT SIGNED BY THE PARTY GRANTING
SUCH WAIVER, BUT SUCH WAIVER OF SUCH OBLIGATION, COVENANT, AGREEMENT OR
CONDITION SHALL NOT OPERATE AS A WAIVER OF, OR ESTOPPEL WITH RESPECT TO, ANY
SUBSEQUENT FAILURE TO COMPLY THEREWITH.
3.4
NOTICES.
ALL NOTICES AND OTHER COMMUNICATIONS HEREUNDER SHALL BE
IN WRITING AND SHALL BE DEEMED GIVEN IF DELIVERED PERSONALLY OR BY FACSIMILE
TRANSMISSION, OR MAILED BY OVERNIGHT COURIER OR REGISTERED OR CERTIFIED MAIL
(RETURN RECEIPT REQUESTED), POSTAGE PREPAID, TO THE RECIPIENT PARTY AT ITS
ADDRESS (OR AT SUCH OTHER ADDRESS OR FACSIMILE NUMBER FOR A PARTY AS SHALL BE
SPECIFIED BY LIKE NOTICE; PROVIDED, HOWEVER, THAT NOTICES OF A CHANGE OF ADDRESS
SHALL BE EFFECTIVE ONLY UPON RECEIPT THEREOF):
A.
IF TO SELLER:
PPS Holding Company
555 17th Street, Suite 2400
Denver, CO 80202
Attention:
Clifford P. Hickey
Telecopy:
303-299-1333
with a copy to
7
Hogan & Hartson LLP
One Tabor Center
1200 17th Street, Suite 1500
Denver, Colorado 80202-5840
Attention:
Christopher J. Walsh, Esq.
Telecopy:
303-899-7333
B.
IF TO BUYER:
LB Pacific, LP
c/o Lehman Brothers
399 Park Avenue, 9th Floor
New York, New York 10022
Attention:
Christopher R. Manning
Telecopy:
646-758-3708
With a copy to:
Baker Botts L.L.P.
One Shell Plaza
910 Louisiana
Houston, TX 77002-4995
Attention:
Joshua Davidson, Esq.
Telecopy:
713-229-2727
C.
IF TO PACIFIC LP OR PACIFIC GP:
Pacific Energy Partners, LP
5900 Cherry Ave
Los Angeles, CA 90805 4405
Attention:
Irvin Toole, Jr.
Telecopy:
562-728-2823
With copies to:
Pacific Energy Partners, LP
5900 Cherry Ave
Los Angeles, CA 90805-4405
Attention: Lynn T. Wood, Esq.
Telecopy: 562-728-2823
8
Vinson & Elkins LLP
666 Fifth Avenue, 25th Floor
New York, New York 10103
Attention: Alan P. Baden
Telecopy: 212-237-0100
Richards, Layton & Finger, P.A.
One Rodney Square
920 North King Street
Wilmington, Delaware 19899
Attention: Srinivas M. Raju
Telecopy: 302-651-7701
3.5
ASSIGNMENT.
THIS AGREEMENT AND ALL OF THE PROVISIONS HEREOF SHALL
BE BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR
RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS, AND EXCEPT AS PROVIDED HEREIN,
NEITHER THIS AGREEMENT NOR ANY OF THE RIGHTS, INTERESTS OR OBLIGATIONS HEREUNDER
SHALL BE ASSIGNED BY ANY PARTY HERETO, INCLUDING BY OPERATION OF LAW, WITHOUT
THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY.
3.6
PARTIES IN INTEREST; NO THIRD-PARTY BENEFICIARIES.
THIS AGREEMENT
IS FOR THE SOLE BENEFIT OF THE PARTIES HERETO AND THEIR PERMITTED ASSIGNS AND
NOTHING HEREIN EXPRESSED OR IMPLIED SHALL GIVE OR BE CONSTRUED TO GIVE TO ANY
PERSON, OTHER THAN THE PARTIES HERETO, AND SUCH ASSIGNS, ANY LEGAL OR EQUITABLE
RIGHTS HEREUNDER.
3.7
SPECIFIC PERFORMANCE; NO PUNITIVE OR CONSEQUENTIAL DAMAGES.
THE
PARTIES AGREE THAT BECAUSE AN AWARD OF MONEY DAMAGES WOULD BE INADEQUATE FOR ANY
BREACH OF SECTIONS 2.1, 2.2, 2.3, 2.4, 2.8, 2.9 OR 2.10 OF THIS AGREEMENT BY
BUYER, SELLER OR TAC AND WOULD CAUSE PACIFIC LP IRREPARABLE HARM, BUYER, SELLER
AND TAC AGREE THAT, IN THE EVENT OF ANY BREACH BY BUYER,