OTHER THAN THE PARTNERSHIP OR
ITS AFFILIATES AND IN THE ABSENCE OF ANY ACTION BY THE PARTNERSHIP OR ITS
AFFILIATES GIVING RISE TO SUCH PERSON'S RIGHT TO EXERCISE, OF THEIR RIGHTS UNDER
ANY BUY-SELL AGREEMENT OR SIMILAR CONTRACTUAL ARRANGEMENT TO WHICH SUCH ASSETS
ARE SUBJECT AS OF THE EFFECTIVE DATE, THE AGGREGATE AMOUNT PAYABLE TO THE
PROTECTED PARTIES (INCLUDING ANY PROTECTED PARTIES UNDER A TAX MATTERS AGREEMENT
ENTERED INTO FOLLOWING THE EXERCISE OF ANY RIGHTS UNDER SECTION 8.10 (THE "OTHER
PROTECTED PARTIES")) AS A RESULT OF SUCH DISPOSITION SHALL NOT EXCEED THE LESSER
OF (A) THE AGGREGATE AMOUNT OTHERWISE PAYABLE TO SUCH PROTECTED PARTIES PURSUANT
TO SECTION 10.13 HEREOF AND SUCH OTHER PROTECTED PARTIES AND (B) $20 MILLION.
ANY REDUCTION IN THE AGGREGATE AMOUNT PAYABLE TO THE PROTECTED PARTIES OR THE
OTHER PROTECTED PARTIES BY REASON OF THE FOREGOING LIMITATION SHALL REDUCE THE
AMOUNT PAYABLE TO EACH PROTECTED PARTY AND EACH OTHER PROTECTED PARTY IN
PROPORTION TO THE TOTAL AMOUNT OTHERWISE PAYABLE TO SUCH
74
Protected Party pursuant to Section 10.13 hereof and such Other Protected Party
pursuant to such tax matters agreement with respect to the disposition that is
subject to this Section 10.13.B.
C.
NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY,
THE SOLE AND EXCLUSIVE RIGHTS AND REMEDIES OF ANY PARTNER OR PROTECTED PARTY FOR
A BREACH OF THE OBLIGATIONS SET FORTH IN SECTIONS 10.8, 10.9, 10.10 OR 10.11
HEREOF SHALL BE A CLAIM FOR DAMAGES AGAINST PARENT LP OR THE PARTNERSHIP,
COMPUTED AS SET FORTH IN SECTION 10.13.A, AND NO PARTNER OR PROTECTED PARTY
SHALL BE ENTITLED TO PURSUE A CLAIM FOR SPECIFIC PERFORMANCE OF THE COVENANTS
SET FORTH IN SECTION 10.8, 10.9, 10.10 OR 10.11 HEREOF, OR BRING A CLAIM AGAINST
ANY PERSON THAT ACQUIRES A PROTECTED ASSET, OTHER THAN AS PROVIDED IN 10.8.B.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, PARENT LP SHALL NOT
BE LIABLE FOR, OR OBLIGATED TO INDEMNIFY ANY PERSON WITH RESPECT TO, ANY CLAIM
OR CAUSE OF ACTION REQUESTING OR CLAIMING SPECIAL, EXEMPLARY, INCIDENTAL,
INDIRECT, PUNITIVE, RELIANCE OR CONSEQUENTIAL DAMAGES OR LOSSES WITH RESPECT TO
ANY RECOGNITION EVENT, OTHER THAN CLAIMS FOR ANY REASONABLE ATTORNEY'S,
ACCOUNTANT'S OR SIMILAR FEES REASONABLY INCURRED IN CONNECTION WITH THE
DETERMINATION OR COLLECTION OF ANY DAMAGES INCURRED AS A RESULT OF ANY BREACH OF
THIS ARTICLE X.
ANY CLAIM OR CAUSE OF ACTION REQUESTING OR CLAIMING ANY SUCH
DAMAGES IS SPECIFICALLY WAIVED AND BARRED, WHETHER OR NOT SUCH DAMAGES WERE
FORESEEABLE OR ANY PARTY WAS NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
D.
IF THE PARTNERSHIP HAS BREACHED AN OBLIGATION SET FORTH IN THIS
ARTICLE X (OR A PROTECTED PARTY OR THE LIMITED PARTNER TAX REPRESENTATIVE
ASSERTS THAT THE PARTNERSHIP HAS BREACHED AN OBLIGATION SET FORTH IN THIS
ARTICLE X), THE PARTNERSHIP AND THE LIMITED PARTNER TAX REPRESENTATIVE (OR IF
THE LIMITED PARTNER TAX REPRESENTATIVE IS NOT A PROTECTED PARTY CLAIMING OR
DISPUTING A GROSS-UP AMOUNT OWED TO IT, THE PROTECTED PARTIES CLAIMING OR
DISPUTING THE GROSS-UP AMOUNT) AGREE TO NEGOTIATE IN