PURSUANT TO THIS AGREEMENT, INCLUDING
THIS SECTION 4.3.
12
SECTION 4.4
EXPENSES. WHETHER OR NOT THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT ARE CONSUMMATED, ALL REASONABLE AND
DOCUMENTED COSTS AND EXPENSES INCURRED OF THE SELLERS IN CONNECTION WITH THIS
AGREEMENT, INCLUDING LEGAL FEES, ACCOUNTING FEES, FINANCIAL ADVISORY FEES AND
OTHER PROFESSIONAL AND NON-PROFESSIONAL FEES AND EXPENSES OF THE SELLERS, UP TO
A MAXIMUM OF $10,000 PER SELLER, SHALL BE REIMBURSED OR PAID BY THE BUYER,
EXCEPT TO THE EXTENT OTHERWISE PROVIDED IN THIS AGREEMENT.
SECTION 4.5
PUBLIC ANNOUNCEMENTS. NO SELLER
WILL ISSUE ANY PRESS RELEASE OR OTHER WRITTEN STATEMENT FOR GENERAL CIRCULATION
OR OTHERWISE MAKE A PUBLIC ANNOUNCEMENT RELATING TO THE TRANSACTIONS
CONTEMPLATED HEREBY WITHOUT THE PRIOR APPROVAL OF THE BUYER AND THE CONFLICTS
COMMITTEE.
SECTION 4.6
REIMBURSEMENT FOR CERTAIN
CONTRIBUTIONS TO THE COMPANY. IF AFTER THE DATE OF THIS AGREEMENT AND PRIOR TO
THE CLOSING DATE, THE BUYER ISSUES COMMON UNITS OR OTHER EQUITY SECURITIES OTHER
THAN PURSUANT TO THIS AGREEMENT AND, IN CONNECTION THEREWITH, ANY SELLER MAKES
ONE OR MORE CAPITAL CONTRIBUTIONS TO THE COMPANY PURSUANT TO SECTION 3.5 OF THE
COMPANY LLC AGREEMENT IN CONNECTION WITH THE COMPANY'S OBLIGATION TO MAKE A
CAPITAL CONTRIBUTION TO THE BUYER PURSUANT TO SECTION 5.2(B) OF THE PARTNERSHIP
AGREEMENT (A "GP CAPITAL CONTRIBUTION"), SUCH SELLER SHALL PROMPTLY GIVE NOTICE
TO THE BUYER THEREOF AND PROVIDE SUCH OTHER DOCUMENTS, INFORMATION AND MATERIALS
AS THE BUYER MAY REASONABLY REQUEST DOCUMENTING SUCH GP CAPITAL CONTRIBUTION,
AND UPON CLOSING, BUYER SHALL REIMBURSE EACH SELLER FOR THE AMOUNT OF ANY GP
CAPITAL CONTRIBUTION MADE BY SUCH SELLER.
SECTION 4.7
SELLER CAPACITY. EACH SELLER
HAS ENTERED INTO THIS AGREEMENT SOLELY IN THE CAPACITY AS THE BENEFICIAL OWNER
OF SUCH SELLER'S CLASS B MEMBERSHIP INTEREST; PROVIDED NOTHING HEREIN SHALL IN
ANY WAY RESTRICT OR LIMIT ANY SELLER FROM TAKING ANY ACTION IN SUCH SELLER'S
CAPACITY AS A DIRECTOR OR OFFICER OF THE COMPANY OR OF HYDROCARBON OR OTHERWISE
FULFILLING HIS OR HER FIDUCIARY OBLIGATIONS AS DIRECTOR OR OFFICER OF THE
COMPANY OR OF HYDROCARBON.
SECTION 4.8
DISTRIBUTIONS.
(A)
PRIOR TO CLOSING. UNTIL THE CLOSING DATE,
ALL CLASS B MEMBERS SHALL CONTINUE TO BE ENTITLED TO DISTRIBUTIONS TO BE PAID
PURSUANT TO THE COMPANY LLC AGREEMENT.
(B)
PAYMENT IN LIEU OF FINAL QUARTERLY DISTRIBUTION.
(1)
IF THE CLOSING DATE OCCURS DURING A CALENDAR QUARTER BEFORE THE
COMPANY HAS MADE A COMPANY DISTRIBUTION TO THE CLASS B MEMBERSHIP INTERESTS IN
RESPECT OF THE PREVIOUS
CALENDAR QUARTER, THE PARTNERSHIP SHALL PAY TO EACH
SELLER WHO HAS CONTRIBUTED SUCH SELLER'S CLASS B MEMBERSHIP INTEREST TO BUYER AT
CLOSING PURSUANT TO THIS AGREEMENT:
(A)
WITHIN FIVE DAYS AFTER MAKING ITS QUARTERLY
DISTRIBUTION IN RESPECT OF SUCH PREVIOUS QUARTER, AN AMOUNT EQUAL TO THE
REMAINDER OF (I) SUCH SELLER'S HYPOTHETICAL COMPANY DISTRIBUTION AMOUNT FOR SUCH
PREVIOUS QUARTER LESS (II) SUCH AGGREGATE COMMON UNIT DISTRIBUTION AMOUNT PAID
TO SUCH SELLER FOR SUCH PREVIOUS QUARTER, AND
(B)
WITHIN FIVE DAYS AFTER MAKING ITS NEXT
QUARTERLY DISTRIBUTION (I.E. ITS QUARTERLY DISTRIBUTION IN RESPECT OF THE
CALENDAR QUARTER