These excerpts taken from the PAA 8-K filed Jun 12, 2006.
provided that Buyer may assign its rights under this Agreement to a wholly owned subsidiary of Buyer, but any such assignment shall not relieve Buyer of its obligations hereunder. Any attempted assignment, transfer, disposition or alienation in violation of this Agreement shall be null, void and ineffective.
provided, that the right to terminate this Agreement pursuant to this Section 8.4(a) shall not be available to Buyer if, at such time, the condition set forth in Section 6.3(a) cannot be satisfied; or
This excerpt taken from the PAA 8-K filed Mar 21, 2006.
provided that nothing herein shall relieve any Party from any liability or obligation with respect to any willful breach of this Agreement. Notwithstanding the foregoing, any termination of this Agreement or an obligation to purchase Additional Units by any Purchaser shall not serve to terminate this Agreement or any obligation to purchase Additional Units as between any Purchaser not so terminating and Seller.
Section 5.03 Seller Deliveries. At the applicable Closing, subject to the terms and conditions of this Agreement, Seller will deliver, or cause to be delivered, to the Purchasers:
(a) at the Base Unit Closing, payment to each Purchaser of the Commitment Fee set forth opposite such Purchasers name under the column entitled Commitment Fee on Schedule 2.01 to this Agreement by wire transfer of immediately available funds to an account designated by such Purchaser in writing at least two (2) Business Days (or such shorter period as shall be agreeable to the applicable Parties) prior to the Base Unit Closing;
(b) the applicable Purchased Units, which Seller shall cause to be electronically delivered to The Depository Trust Company on each Purchasers behalf, registered in such name(s) as such Purchaser shall, with reasonable notice, have designated, all free and clear of any liens, encumbrances or interests of any other Person; and
(c) an officers certificate in form reasonably satisfactory to the Purchasers attesting to the matters set forth in Sections 5.01(b)(i), (ii) and (iii).
Section 5.04 Purchaser Deliveries. At the Closing, subject to the terms and conditions of this Agreement, each Purchaser will deliver, or cause to be delivered, to Seller:
(a) payment to Seller of the amount of the applicable Purchase Price set forth opposite such Purchasers name on Schedule 2.01 to this Agreement for the applicable Purchased Units by wire transfer of immediately available funds to an account designated by Seller in writing at least two (2) Business Days (or such shorter period as shall be agreeable to the applicable Parties) prior to the applicable Closing;
(b) an officers certificate in form reasonably acceptable to Seller attesting to the matters set forth in Sections 5.01(c)(i), (ii) and (iii); and
(c) with respect to any Purchaser effecting a total return swap, Seller shall have received a letter from such Purchaser regarding certain tax withholding matters in form reasonably acceptable to Seller.
This excerpt taken from the PAA 8-K filed Sep 16, 2005.
provided, that in any of clauses (i), (ii) or (iii), the Partner transferring such Partnership Interest, or portion thereof, retains exclusive power to exercise all rights under this Agreement;
(b) a Transfer of any or all of the Partnership Interest by any Partner to the Partnership;
(c) a Transfer of any or all of the Partnership Interest by a Partner to any Affiliate of such Partner;