OR BY TRANSMITTING BY NATIONAL OVERNIGHT COURIER OR BY
TRANSMITTING BY NATIONAL OVERNIGHT COURIER OR BY DELIVERING SUCH NOTICE IN
PERSON OR BY FACSIMILE TO SUCH PARTY.
NOTICE GIVEN BY MAIL, NATIONAL OVERNIGHT
COURIER OR PERSONAL DELIVERY SHALL BE EFFECTIVE UPON ACTUAL RECEIPT.
NOTICE
GIVEN BY FACSIMILE SHALL BE EFFECTIVE UPON CONFIRMATION OF RECEIPT WHEN
TRANSMITTED BY FACSIMILE IF TRANSMITTED DURING THE RECIPIENT'S NORMAL BUSINESS
HOURS OR AT THE BEGINNING OF THE RECIPIENT'S NEXT BUSINESS DAY AFTER RECEIPT IF
NOT TRANSMITTED DURING THE RECIPIENT'S NORMAL BUSINESS HOURS.
ALL NOTICES TO BE
SENT TO A PARTY PURSUANT TO THIS AGREEMENT SHALL BE SENT TO OR MADE AT THE
ADDRESS, IN EACH CASE AS FOLLOWS:
if to the BreitBurn Energy:
BreitBurn Energy Company L.P.
515 South Flower
Street, Suite 4800
Los Angeles, CA 90071
Attention:
Randall H. Breitenbach
Halbert S. Washburn
Fax:
(213) 225-5917
if to BreitBurn Management:
BreitBurn Management Company, LLC
515 South Flower
Street, Suite 4800
Los Angeles, CA 90071
Attention:
Randall J. Findlay
Fax:
(213) 225-5917
SECTION 5.2
FURTHER ACTION.
THE PARTIES SHALL EXECUTE AND DELIVER
ALL DOCUMENTS, PROVIDE ALL INFORMATION AND TAKE OR REFRAIN FROM TAKING ACTION AS
MAY BE NECESSARY OR APPROPRIATE TO ACHIEVE THE PURPOSES OF THIS AGREEMENT.
SECTION 5.3
BINDING EFFECT.
THIS AGREEMENT SHALL BE BINDING UPON
AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR HEIRS, EXECUTORS,
ADMINISTRATORS, SUCCESSORS, LEGAL REPRESENTATIVES AND PERMITTED ASSIGNS.
SECTION 5.4
INTEGRATION.
THIS AGREEMENT CONSTITUTES THE ENTIRE
AGREEMENT AMONG THE PARTIES HERETO PERTAINING TO THE SUBJECT MATTER HEREOF AND
SUPERSEDES ALL PRIOR AGREEMENTS AND UNDERSTANDINGS PERTAINING THERETO.
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SECTION 5.5
CREDITORS.
NONE OF THE PROVISIONS OF THIS AGREEMENT
SHALL BE FOR THE BENEFIT OF, OR SHALL BE ENFORCEABLE BY, ANY CREDITOR OF THE
PARTNERSHIP.
SECTION 5.6
WAIVER.
NO FAILURE BY ANY PARTY TO INSIST UPON THE
STRICT PERFORMANCE OF ANY COVENANT, DUTY, AGREEMENT OR CONDITION OF THIS
AGREEMENT OR TO EXERCISE ANY RIGHT OR REMEDY CONSEQUENT UPON A BREACH THEREOF
SHALL CONSTITUTE WAIVER OF ANY SUCH BREACH OF ANY OTHER COVENANT, DUTY,
AGREEMENT OR CONDITION.
SECTION 5.7
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN
COUNTERPARTS, ALL OF WHICH TOGETHER SHALL CONSTITUTE AN AGREEMENT BINDING ON ALL
THE PARTIES HERETO, NOTWITHSTANDING THAT ALL SUCH PARTIES ARE NOT SIGNATORIES TO
THE ORIGINAL OR THE SAME COUNTERPART.
EACH PARTY SHALL BECOME BOUND BY THIS
AGREEMENT IMMEDIATELY UPON AFFIXING ITS SIGNATURE HERETO.
SECTION 5.8
APPLICABLE LAW.
THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT
REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW.
SECTION 5.9
INVALIDITY OF PROVISIONS.
IF ANY PROVISION OF THIS
AGREEMENT IS OR BECOMES INVALID, ILLEGAL OR UNENFORCEABLE IN ANY RESPECT, THE
VALIDITY, LEGALITY AND ENFORCEABILITY OF THE REMAINING PROVISIONS CONTAINED
HEREIN SHALL NOT BE AFFECTED THEREBY.
SECTION 5.10
AMENDMENT OR RESTATEMENT.
THIS AGREEMENT MAY BE AMENDED
OR RESTATED ONLY BY A WRITTEN INSTRUMENT EXECUTED BY EACH OF THE PARTIES.
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IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THIS AGREEMENT ON, AND EFFECTIVE
AS OF, THE