NOT BE CONSTRUED AGAINST THE DRAFTER.
SECTION 8.2
SURVIVAL OF PROVISIONS.
THE REPRESENTATIONS AND
WARRANTIES SET FORTH IN SECTIONS 3.1, 3.2, 3.7 THROUGH 3.15 AND 4.1 THROUGH 4.8
SHALL SURVIVE THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE CLOSING
INDEFINITELY, AND THE OTHER REPRESENTATIONS SET FORTH IN THIS AGREEMENT SHALL
SURVIVE FOR A PERIOD OF 12 MONTHS FOLLOWING THE CLOSING DATE.
THE COVENANTS
MADE IN THIS AGREEMENT OR ANY OTHER BASIC DOCUMENT SHALL SURVIVE THE CLOSING OF
THE TRANSACTIONS DESCRIBED HEREIN AND REMAIN OPERATIVE AND IN FULL FORCE AND
EFFECT REGARDLESS OF ACCEPTANCE OF ANY OF THE PURCHASED UNITS AND PAYMENT
THEREFOR AND REPAYMENT, CONVERSION, EXERCISE OR REPURCHASE THEREOF.
ALL
INDEMNIFICATION OBLIGATIONS OF BREITBURN AND THE PURCHASERS PURSUANT TO ARTICLE
VII OF THIS AGREEMENT SHALL REMAIN OPERATIVE AND IN FULL FORCE AND EFFECT UNLESS
SUCH OBLIGATIONS ARE EXPRESSLY TERMINATED IN WRITING BY THE PARTIES REFERENCING
THE PARTICULAR ARTICLE OR SECTION, REGARDLESS OF ANY PURPORTED GENERAL
TERMINATION OF THIS AGREEMENT.
SECTION 8.3
NO WAIVER; MODIFICATIONS IN WRITING.
(A)
DELAY.
NO FAILURE OR DELAY ON THE PART OF ANY PARTY IN EXERCISING
ANY RIGHT, POWER OR REMEDY HEREUNDER SHALL OPERATE AS A WAIVER THEREOF, NOR
SHALL ANY SINGLE OR PARTIAL EXERCISE OF ANY SUCH RIGHT, POWER OR REMEDY PRECLUDE
ANY OTHER OR FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY RIGHT, POWER OR
REMEDY.
THE REMEDIES PROVIDED FOR HEREIN ARE CUMULATIVE AND ARE NOT EXCLUSIVE
OF ANY REMEDIES THAT MAY BE AVAILABLE TO A PARTY AT LAW OR IN EQUITY OR
OTHERWISE.
(B)
SPECIFIC WAIVER.
EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT
OR THE REGISTRATION RIGHTS AGREEMENT, NO AMENDMENT, WAIVER, CONSENT,
MODIFICATION OR TERMINATION OF
20
ANY PROVISION OF ANY BASIC DOCUMENT SHALL BE EFFECTIVE UNLESS SIGNED BY EACH OF
THE PARTIES OR EACH OF THE ORIGINAL SIGNATORIES THERETO AFFECTED BY SUCH
AMENDMENT, WAIVER, CONSENT, MODIFICATION OR TERMINATION.
ANY AMENDMENT,
SUPPLEMENT OR MODIFICATION OF OR TO ANY PROVISION OF ANY BASIC DOCUMENT, ANY
WAIVER OF ANY PROVISION OF THIS AGREEMENT OR ANY OTHER BASIC DOCUMENT AND ANY
CONSENT TO ANY DEPARTURE BY BREITBURN OR ANY PURCHASER FROM THE TERMS OF ANY
PROVISION OF ANY BASIC DOCUMENT SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE
AND FOR THE SPECIFIC PURPOSE FOR WHICH MADE OR GIVEN.
EXCEPT WHERE NOTICE IS
SPECIFICALLY REQUIRED BY THIS AGREEMENT, NO NOTICE TO OR DEMAND ON ANY PARTY IN
ANY CASE SHALL ENTITLE ANY PARTY TO ANY OTHER OR FURTHER NOTICE OR DEMAND IN
SIMILAR OR OTHER CIRCUMSTANCES.
SECTION 8.4
BINDING EFFECT; ASSIGNMENT.
(A)
BINDING EFFECT.
THIS AGREEMENT SHALL BE BINDING UPON BREITBURN,
EACH PURCHASER, AND THEIR RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS.
EXCEPT
AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THIS AGREEMENT SHALL NOT BE CONSTRUED
SO AS TO CONFER ANY RIGHT OR BENEFIT UPON ANY PERSON OTHER THAN THE PARTIES TO
THIS AGREEMENT AND AS PROVIDED IN ARTICLE VII, AND THEIR RESPECTIVE SUCCESSORS
AND PERMITTED ASSIGNS.
(B)
ASSIGNMENT OF PURCHASED UNITS.
ALL OR ANY PORTION OF A
PURCHASER'S PURCHASED UNITS PURCHASED PURSUANT TO THIS AGREEMENT MAY BE