other class or classes of
such corporation or other entity shall have or might have voting power by reason
of the happening of any contingency) is at the time directly or indirectly owned
or controlled by such Person or one or more of its Subsidiaries; or (iii) any
corporation or other entity as to which such Person consolidates for accounting
purposes.
"TIFD" means TIFD III-X LLC, a Delaware limited liability company.
"Unitholders" means the common unitholders of BreitBurn (within the meaning of
the Partnership Agreement).
"Washburn Amended and Restated Employment Agreement" means the Amended and
Restated Employment Agreement by and between Pro GP Corp., BreitBurn Management
Company, LLC, BreitBurn GP, LLC and Halbert Washburn, dated as of October 10,
2006.
SECTION 1.2
ACCOUNTING PROCEDURES AND INTERPRETATION.
UNLESS
OTHERWISE SPECIFIED IN THIS AGREEMENT, ALL ACCOUNTING TERMS USED HEREIN SHALL BE
INTERPRETED, ALL DETERMINATIONS WITH RESPECT TO ACCOUNTING MATTERS UNDER THIS
AGREEMENT SHALL BE MADE, AND ALL FINANCIAL STATEMENTS AND CERTIFICATES AND
REPORTS AS TO FINANCIAL MATTERS REQUIRED TO BE FURNISHED TO THE PURCHASERS UNDER
THIS AGREEMENT SHALL BE PREPARED, IN ACCORDANCE WITH GAAP APPLIED ON A
CONSISTENT BASIS DURING THE PERIODS INVOLVED (EXCEPT AS MAY BE INDICATED IN THE
NOTES THERETO OR, IN THE CASE OF UNAUDITED STATEMENTS, AS PERMITTED BY FORM 10-Q
PROMULGATED BY THE COMMISSION) AND IN COMPLIANCE AS TO FORM IN ALL MATERIAL
RESPECTS WITH APPLICABLE ACCOUNTING REQUIREMENTS AND WITH THE PUBLISHED RULES
AND REGULATIONS OF THE COMMISSION WITH RESPECT THERETO.
ARTICLE II
SALE AND PURCHASE
SECTION 2.1
SALE AND PURCHASE.
SUBJECT TO THE TERMS AND CONDITIONS
HEREOF, BREITBURN HEREBY AGREES TO ISSUE AND SELL TO EACH PURCHASER, AND EACH
PURCHASER HEREBY AGREES, SEVERALLY AND NOT JOINTLY, TO PURCHASE FROM BREITBURN,
THE DOLLAR AMOUNT OF PURCHASED UNITS, SET FORTH OPPOSITE ITS NAME ON SCHEDULE
2.1 HERETO.
EACH PURCHASER AGREES TO PAY BREITBURN THE COMMON UNIT PRICE FOR
EACH PURCHASED UNIT, IN EACH CASE AS SET FORTH IN SECTION 2.1(B).
THE
RESPECTIVE OBLIGATIONS OF EACH PURCHASER UNDER THIS AGREEMENT ARE SEVERAL AND
NOT JOINT WITH THE OBLIGATIONS OF ANY OTHER PURCHASER, AND NO PURCHASER SHALL BE
RESPONSIBLE IN ANY WAY FOR THE PERFORMANCE OF THE OBLIGATIONS OF ANY OTHER
PURCHASER UNDER THIS AGREEMENT.
THE FAILURE OR WAIVER OF PERFORMANCE UNDER THIS
AGREEMENT BY ANY PURCHASER, OR ON ITS BEHALF, DOES NOT EXCUSE PERFORMANCE BY ANY
OTHER PURCHASER.
NOTHING CONTAINED HEREIN OR IN ANY OTHER BASIC DOCUMENT, AND
NO ACTION TAKEN BY ANY PURCHASER PURSUANT THERETO, SHALL BE DEEMED TO CONSTITUTE
THE
5
PURCHASERS AS A PARTNERSHIP, AN ASSOCIATION, A JOINT VENTURE OR ANY OTHER KIND
OF ENTITY, OR CREATE A PRESUMPTION THAT THE PURCHASERS ARE IN ANY WAY ACTING IN
CONCERT OR AS A GROUP WITH RESPECT TO SUCH OBLIGATIONS OR THE TRANSACTIONS
CONTEMPLATED BY ANY BASIC DOCUMENT.
EXCEPT AS OTHERWISE PROVIDED IN THIS
AGREEMENT OR IN THE REGISTRATION RIGHTS AGREEMENT, EACH PURCHASER SHALL BE
ENTITLED TO INDEPENDENTLY PROTECT AND ENFORCE ITS RIGHTS, INCLUDING THE RIGHTS
ARISING OUT OF THIS AGREEMENT OR OUT OF THE REGISTRATION RIGHTS AGREEMENT,