BUYER SHALL HAVE SIXTY (60) DAYS FROM RECEIPT OF WILLIAMS' CLAIM FOR
REFUND TO RESPOND.
IF BUYER DOES NOT DISPUTE WILLIAMS' REFUND CLAIM, BUYER OR
THE APPLICABLE PARTNERSHIP ENTITY SHALL PAY SUCH REFUND WITHIN SUCH 60-DAY
PERIOD.
SHOULD BUYER DISPUTE THE CLAIM AND REFUSE TO PAY ANY REFUND CLAIM BY
WILLIAMS RESULTING FROM THE EXERCISE OF WILLIAMS' AUDIT RIGHTS, THE PARTIES WILL
REFER THE DISPUTE TO AN ACCOUNTING REFEREE IN THE MANNER DESCRIBED IN SECTION
9.1(A) ABOVE.
18
9.2
Third-Party Beneficiary; Assignment;
Enforcement.
(A)
EACH OF BUYER AND THE WILLIAMS PARTIES
SPECIFICALLY INTENDS THAT EACH ENTITY COMPRISING THE PARTNERSHIP ENTITIES OR THE
PARTNERSHIP GROUP, AS APPLICABLE, SHALL BE ENTITLED TO ASSERT RIGHTS AND
REMEDIES HEREUNDER AS THIRD-PARTY BENEFICIARIES HERETO WITH RESPECT TO THOSE
PROVISIONS OF THIS AGREEMENT AFFORDING A RIGHT, BENEFIT OR PRIVILEGE TO ANY SUCH
ENTITY.
NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, PURSUANT TO SECTION
4.25 OF THE PURCHASE AGREEMENT, NO PROVISION OF THIS AGREEMENT WITH RESPECT TO
WHICH ANY OF THE ENTITIES COMPRISING THE PARTNERSHIP ENTITIES OR THE PARTNERSHIP
GROUP, AS APPLICABLE, IS A THIRD-PARTY BENEFICIARY SHALL BE AMENDED, MODIFIED,
WAIVED OR TERMINATED BY A PARTY HERETO WITHOUT THE EXPRESS PRIOR WRITTEN
APPROVAL OF THE MLP, AND IF THE GENERAL PARTNER, IN ITS CAPACITY AS GENERAL
PARTNER OF THE MLP, DETERMINES IN ITS REASONABLE DISCRETION THAT SUCH AN
AMENDMENT, MODIFICATION, WAIVER OR TERMINATION IS REASONABLY LIKELY TO ADVERSELY
AFFECT THE HOLDERS OF COMMON UNITS REPRESENTING LIMITED PARTNER INTERESTS IN THE
MLP, SUCH AMENDMENT, MODIFICATION, WAIVER OF TERMINATION MUST ALSO BE APPROVED
BY SPECIAL APPROVAL (AS SUCH TERM IS DEFINED IN THE MLP AGREEMENT).
(B)
NO PARTY SHALL HAVE THE RIGHT TO ASSIGN ITS
RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT WITHOUT THE CONSENT OF THE OTHER
PARTIES HERETO.
(C)
THE PARTIES HERETO AGREE THAT IRREPARABLE
DAMAGE WOULD OCCUR IF ANY OF THE PROVISIONS OF THIS AGREEMENT WERE NOT PERFORMED
IN ACCORDANCE WITH THEIR SPECIFIC TERMS OR WERE OTHERWISE BREACHED.
IT IS
ACCORDINGLY AGREED THAT THE PARTIES SHALL BE ENTITLED TO AN INJUNCTION OR
INJUNCTIONS TO PREVENT BREACHES OF THIS AGREEMENT AND TO ENFORCE SPECIFICALLY
THE TERMS AND PROVISIONS HEREOF, THIS BEING IN ADDITION TO ANY OTHER REMEDY TO
WHICH THEY ARE ENTITLED AT LAW OR IN EQUITY.
THE THIRD-PARTY BENEFICIARIES TO
WHOM CERTAIN RIGHTS AND REMEDIES UNDER THIS AGREEMENT EXTEND AS CONTEMPLATED
UNDER SECTION 9.2(A) ABOVE SHALL ALSO BE ENTITLED TO ENFORCE THIS AGREEMENT IN
THE MANNER PROVIDED IN THIS SECTION 9.2(C).
NOTWITHSTANDING ANYTHING ELSE IN
THIS AGREEMENT, THE PROVISIONS OF THIS AGREEMENT ARE ENFORCEABLE SOLELY BY THE
PARTIES TO THIS AGREEMENT AND THE THIRD-PARTY BENEFICIARIES IDENTIFIED IN
SECTION 9.2(A) ABOVE, AND NO LIMITED PARTNER (OTHER THAN BUYER), ASSIGNEE OR
OTHER PERSON (OTHER THAN A PERMITTED ASSIGNEE UNDER SECTION 9.2(B)) MAY ENFORCE
ANY PROVISION OF THIS AGREEMENT OR COMPEL ANY PARTY TO THIS AGREEMENT TO COMPLY
WITH THE TERMS OF THIS AGREEMENT.
9.3
Choice of Law; Submission to Jurisdiction.
This Agreement shall be governed and construed in accordance with the internal
and substantive laws of New York, and