Attention: Gary T. Holtzer
Weil Gotshal & Manges, LLP
767 Fifth Avenue
New York, New York 10153
Attention: Charles M. Persons Jr.
If to Buyer, to:
BTA Gathering LLC
1100 Louisiana Street, 10th Floor
Houston, TX 77002
Attention: Harry P. Weitzel, General Counsel
and (which shall not constitute notice):
Andrews Kurth Kenyon LLP
600 Travis Street, Suite 4200
Houston, Texas 77002
Attention: David C. Buck
Each Party may change its address by notifying the other Party in writing of such address change.
12.2 Further Assurances. Following Closing, each Party shall, at the reasonable request of the other Party, take such further actions as are requested and execute any additional documents, instruments or conveyances of any kind which may be reasonably necessary to further effect the transactions contemplated by this Agreement and the Transaction Documents; provided, however, that no such action, document, instrument or conveyance shall increase a Partys liability beyond that contemplated by this Agreement.
12.3 Succession and Assignment. Subject to this Section 12.3, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. No Party may assign this Agreement or any rights, interest, obligations or other parts hereof without the prior written consent of the other Party, which consent and approval may be denied in such other Partys sole discretion; provided, that Buyer may assign this Agreement and any or all rights hereunder (including Buyers rights to purchase the Assets) to any Affiliate of Buyer, as collateral to any Person from which it has borrowed money or to any Person to which Buyer or any of its Affiliates proposes to sell all or substantially all of the assets relating to the Business; provided that any such assignment shall not relieve Buyer of any of its obligations hereunder. Upon any such permitted assignment, the references in this Agreement to Buyer shall also apply to any such assignee unless the context otherwise requires.