SELLER 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