Common use of Delay Rights Clause in Contracts

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership may, upon written notice to any Selling Holder whose Registrable Securities are included in a Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of such Registration Statement (in which event the Selling Holder shall suspend sales of the Registrable Securities pursuant to such Registration Statement) if (i) the Partnership is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership determines in good faith that the Partnership’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such Registration Statement or (ii) the Partnership has experienced some other material non-public event, the disclosure of which at such time, in the good faith judgment of the Partnership, would materially and adversely affect the Partnership; provided, however, that in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to such Registration Statement for a period that exceeds an aggregate of sixty (60) days in any 180-day period or ninety (90) days in any 365-day period. Upon disclosure of such information or the termination of the condition described above, the Partnership shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership USWS may, upon written notice to any Selling Holder whose Registrable Securities are included in a the Shelf Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of such the Shelf Registration Statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such the Shelf Registration Statement) if (i) the Partnership USWS is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership USWS determines in good faith that the PartnershipUSWS’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Shelf Registration Statement or (ii) the Partnership USWS has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the PartnershipUSWS, would materially and adversely affect the PartnershipUSWS; provided, however, that in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to such the Shelf Registration Statement for a period that exceeds an aggregate of sixty (60) consecutive days in any 180or an aggregate of one-day period or ninety hundred and twenty (90120) days in any 365-day period. Upon disclosure of such information or the termination of the condition described above, the Partnership USWS shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such the Shelf Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership Regency may, upon written notice to any Selling Holder whose Registrable Securities are included in a the Shelf Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of such the Shelf Registration Statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such the Shelf Registration Statement) if Regency (i) the Partnership is pursuing an a financing, acquisition, merger, reorganization, disposition or other similar transaction and the Partnership determines in good faith that the Partnership’s its ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Shelf Registration Statement or (ii) the Partnership has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the Partnership, Regency would materially and adversely affect the Partnership; provided, however, that in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to such Registration Statement for a period that exceeds an aggregate of sixty (60) days in any 180-day period or ninety (90) days in any 365-day periodRegency. Upon disclosure of such information or the termination of the condition described above, the Partnership Regency shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such the Shelf Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership Company may, upon written notice to any Selling Holder whose Registrable Securities are included in a Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of such Registration Statement (in which event the Selling Holder shall suspend sales of the Registrable Securities pursuant to such Registration Statement) if (i) the Partnership Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership Company determines in good faith that the PartnershipCompany’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such Registration Statement or (ii) the Partnership Company or any of its Affiliates has experienced some other material non-public event, the disclosure of which at such time, in the good faith judgment of the PartnershipCompany, would materially and adversely affect the PartnershipCompany; provided, however, that in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to such Registration Statement for a period that exceeds an aggregate of sixty (60) 60 days in any 180-day period or ninety (90) 105 days in any 365-day period. Upon disclosure of such information or the termination of the condition described above, the Partnership Company shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement. For the avoidance of doubt, the provisions of this Section 2.01(d) shall apply to any Underwritten Offering undertaken pursuant to Section 2.03.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership Contango may, upon written notice to any Selling Holder whose Registrable Securities are included in a the Shelf Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of such the Shelf Registration Statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such the Shelf Registration Statement) if (i) the Partnership Contango is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership Contango determines in good faith that the PartnershipContango’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Shelf Registration Statement or (ii) the Partnership Contango has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the PartnershipContango, would materially and adversely affect the PartnershipContango; provided, however, that in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to such the Shelf Registration Statement for a period that exceeds of 45 consecutive days or an aggregate of sixty (60) days in any 180-day period or ninety (90) 120 days in any 365-day period. Upon disclosure of such information or the termination of the condition described above, the Partnership Contango shall provide prompt notice (which notice shall not contain any material, non-public information regarding Contango), to the Selling Holders whose Registrable Securities are included in such the Shelf Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership Crosstex may, upon written notice to any Selling Holder whose Registrable Securities are included in a the Shelf Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of such the Shelf Registration Statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such the Shelf Registration Statement) if (i) the Partnership Crosstex is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership Crosstex determines in good faith that the PartnershipCrosstex’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Shelf Registration Statement or (ii) the Partnership Crosstex has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the PartnershipCrosstex, would materially and adversely affect the PartnershipCrosstex; provided, however, that in no event shall the Selling Holders be suspended from selling Registrable Securities any delay pursuant to such Registration Statement for a period that exceeds an aggregate of hereto exceed sixty (60) days in any one hundred-eighty (180-) day period or ninety (90) days in any 365twelve-day month period. Upon disclosure of such information or the termination of the condition described above, the Partnership Crosstex shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such the Shelf Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership may, upon written notice to any Selling Holder whose Registrable Securities are included in a the Registration StatementStatement or other registration statement contemplated by this Agreement, suspend such Selling Holder’s use of any prospectus which is a part of such the Registration Statement or other registration statement contemplated by this Agreement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such the Registration StatementStatement or other registration statement contemplated by this Agreement) if (i) the Partnership is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership determines in good faith that the Partnership’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Registration Statement or other registration statement contemplated by this Agreement or (ii) the Partnership has experienced some other material non-public event, the disclosure of which at such time, in the good faith judgment of the Partnership, would materially and adversely affect the Partnership; provided, however, that in no event shall the Selling Holders Purchasers be suspended from selling Registrable Securities pursuant to such Registration Statement for a period that exceeds an aggregate of sixty (60) 60 days in any 180-day period or ninety (90) 105 days in any 365-day period, in each case, exclusive of days covered by any lock-up agreement executed by a Purchaser in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described above, the Partnership shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such the Registration StatementStatement or other registration statement contemplated by this Agreement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership Contango may, upon written notice to any Selling Holder whose Registrable Securities are included in a the Shelf Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of such the Shelf Registration Statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such the Shelf Registration Statement) if (i) the Partnership Contango is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership Contango determines in good faith that the PartnershipContango’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Shelf Registration Statement or (ii) the Partnership Contango has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the PartnershipContango, would materially and adversely affect the PartnershipContango; provided, however, that in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to such the Shelf Registration Statement for a period that exceeds of 60 consecutive days or an aggregate of sixty (60) days in any 180-day period or ninety (90) 180 days in any 365-day period. Upon disclosure of such information or the termination of the condition described above, the Partnership Contango shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such the Shelf Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership Company may, upon written notice to any Selling Holder whose Registrable Securities are included in a Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of such Registration Statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such Registration Statement) if (i) the Partnership Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership Company determines in good faith that the PartnershipCompany’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such Registration Statement (a “Subject Transaction”) or (ii) the Partnership Company has experienced some other material non-public event, the disclosure of which at such time, in the good faith judgment of the PartnershipCompany, would materially and adversely affect the PartnershipCompany; provided, however, that in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to such Registration Statement for a period that exceeds an aggregate of sixty (60) 60 days in any 180-180 day period or ninety (90) 105 days in any 365-365 day period. Upon disclosure of such information or the termination of the condition described above, the Partnership Company shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement. If the Company exercises its suspension rights under this Section 2.1(b), then during such suspension period the Company shall not engage in any transaction involving the offer, issuance, sale or purchase of Company equity securities (whether for the benefit of the Company or any other Person), except in connection with (i) the Subject Transaction, if applicable, and (ii) transactions involving the issuance or purchase of Company equity securities as contemplated by Company employee benefit plans or employee or director arrangements. The Company will only exercise its suspension rights under clause (i) or (ii) of this Section 2.1(b) if it exercises similar suspension rights under all other registration agreements to which any Other Holder (defined herein) is a party.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership ETP may, upon written notice to any Selling Holder whose Registrable Securities are included in a Shelf Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of such Shelf Registration Statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such Shelf Registration Statement) if ETP (i) the Partnership is pursuing an a financing, acquisition, merger, reorganization, disposition or other similar transaction and the Partnership determines in good faith that the Partnership’s its ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Shelf Registration Statement or (ii) the Partnership has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment determination of the Partnership, ETP would materially and adversely affect the Partnership; provided, however, that in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to such Registration Statement for a period that exceeds an aggregate of sixty (60) days in any 180-day period or ninety (90) days in any 365-day periodETP. Upon disclosure of such information or the termination of the condition described above, the Partnership ETP shall promptly (x) provide prompt notice to the such Selling Holders whose Registrable Securities are included in such Registration StatementHolders, and shall promptly (y) terminate any suspension of sales it has put into effect and shall (z) take such other actions necessary or appropriate to permit registered sales of Registrable Securities pursuant to such Shelf Registration Statement as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership Enterprise may, upon written notice to any Selling Holder whose Registrable Securities are included in a Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of such the Registration Statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to the Registration Statement other than the closing of sales already committed for prior to receipt of such Registration Statementnotice to suspend) if Enterprise (i) the Partnership is actively pursuing an a financing (other than pursuant to any ATM Program), acquisition, merger, reorganization, disposition or other similar transaction and the Partnership determines in good faith that the Partnership’s its ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Registration Statement or any related prospectus, (ii) determines that an amendment or supplement to the Partnership Registration Statement is necessary, or (iii) has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the PartnershipEnterprise, would materially be material and adversely affect the Partnershipadverse; provided, however, that in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to such Registration Statement for a period that exceeds exceeding an aggregate of sixty 90 days (60exclusive of days covered by any lock-up agreement executed by a Holder in connection with any Underwritten Offering by the Holders) days in any 180-day period or ninety (90) days in any 365-day period. Upon disclosure of such information or the termination of the condition described above, the Partnership Enterprise shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such the Registration Statement, Statement and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership CEI may, upon written notice to any Selling Holder whose Registrable Securities are included in a the Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of such the Registration Statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such the Registration Statement, but such Selling Holder may settle any such sales of Registrable Securities) if (i) the Partnership CEI is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership CEI determines in good faith that the PartnershipCEI’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Registration Statement or (ii) the Partnership CEI has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the PartnershipCEI, would materially and adversely affect the PartnershipCEI; provided, however, that in no event shall the Selling Holders a Holder be suspended from selling Registrable Securities pursuant to such Registration Statement for a period that exceeds an aggregate of sixty (60) 30 days in any 180-90- day period or ninety (90) 90 days in any 365-day period. Upon disclosure of such information or the termination of the condition described above, the Partnership CEI shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such the Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership Seller may, upon written notice to any Selling Holder whose Registrable Securities are included in a Registration StatementStatement or other registration statement contemplated by this Agreement, suspend such Selling Holder’s use of any prospectus which is a part of such a Registration Statement or other registration statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such Registration StatementStatement or other registration statement but may settle any previously made sales of Registrable Securities) if (i) the Partnership Seller is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership Seller determines in good faith that the PartnershipSeller’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such a Registration Statement or other registration statement; (ii) the Partnership Seller has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the PartnershipBoard of Directors of Seller, would materially and adversely affect the PartnershipSeller; or (iii) Seller would be required to prepare and file any financial statements (other than those it customarily prepares or before it customarily files such financial statements); provided, however, that in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to such a Registration Statement or other registration statement for a period that exceeds an aggregate of sixty (60) 45 days in any 180-day period or ninety (90) 90 days in any 365-day period, in each case, exclusive of days covered by any lock-up agreement executed by Purchaser in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described above, the Partnership Seller shall provide prompt written notice to the Selling Holders whose Registrable Securities are included in such a Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership Company may, upon written notice to any Selling Holder whose Registrable Securities are included in a Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of such Registration Statement (in which event the Selling Holder shall suspend sales of the Registrable Securities pursuant to such Registration Statement) if (i) the Partnership Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership Company determines in good faith that the PartnershipCompany’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such Registration Statement or (ii) the Partnership Company has experienced some other material non-public event, the disclosure of which at such time, in the good faith judgment of the PartnershipCompany, would materially and adversely affect the PartnershipCompany; provided, however, that in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to such Registration Statement for a period that exceeds an aggregate of sixty (60) days in any 180-day period or ninety (90) days in any 365-day period. Upon disclosure of such information or the termination of the condition described above, the Partnership Company shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership Concho may, upon written notice to any Selling Holder whose Registrable Securities are included in a the Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of such the Registration Statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such the Registration Statement, but such Selling Holder may settle any such sales of Registrable Securities) if (i) the Partnership Concho is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership Concho determines in good faith that the PartnershipConcho’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Registration Statement or (ii) the Partnership Concho has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the PartnershipConcho, would materially and adversely affect the PartnershipConcho; provided, however, that in no event shall the Selling Holders Purchasers be suspended from selling Registrable Securities pursuant to such Registration Statement for a period that exceeds an aggregate of sixty (60) 60 days in any 180-day period or ninety (90) 120 days in any 365-day period. Upon disclosure of such information or the termination of the condition described above, the Partnership Concho shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such the Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. (1) Notwithstanding anything to the contrary contained herein, the Partnership Company may, upon written notice to any Selling Holder whose Registrable Securities are included in a Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of such Registration Statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such Registration Statement) if (i) the Partnership Company is pursuing an acquisition, merger, reorganization, disposition disposition, or other similar transaction and the Partnership Company determines in good faith that the PartnershipCompany’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such Registration Statement or (ii) the Partnership Company has experienced some other material non-public event, the disclosure of which at such time, in the good faith judgment of the PartnershipCompany, would materially and adversely affect the PartnershipCompany; provided, however, that in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to such Registration Statement for a period that exceeds an aggregate of sixty (60) 60 days in any 180-day period or ninety (90) 90 days in any 365-day period. Upon disclosure of such information or the termination of the condition described above, the Partnership Company shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership Stratus may, upon written notice to any Selling Holder whose Registrable Securities are included in a Registration StatementXxxxxxx, suspend such Selling Holder’s Xxxxxxx'x use of any prospectus which is a part of such a Registration Statement or other registration statement (in which event the Selling Holder Xxxxxxx shall suspend discontinue sales of the Registrable Securities pursuant to such Registration StatementStatement or other registration statement but may settle any previously made sales of Registrable Securities) if (i) the Partnership Stratus is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership Stratus determines in good faith that the Partnership’s Stratus's ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such a Registration Statement or other registration statement; (ii) the Partnership Stratus has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the PartnershipBoard of Directors of Stratus, would materially and adversely affect the PartnershipStratus; or (iii) Stratus would be required to prepare and file any financial statements (other than those it customarily prepares or before it customarily files such financial statements); provided, however, that in no event shall the Selling Holders Xxxxxxx be suspended from selling Registrable Securities pursuant to such a Registration Statement or other registration statement for a period that exceeds an aggregate of sixty (60) 45 days in any 180-day period or ninety (90) 90 days in any 365-day period, in each case, exclusive of days covered by any lock-up agreement executed by Xxxxxxx in connection with any offering. Upon disclosure of such information or the termination of the condition described above, the Partnership Stratus shall provide prompt written notice to the Selling Holders whose Registrable Securities are included in such Registration StatementXxxxxxx, and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership Regency may, upon written notice to any Selling Holder whose Registrable Securities are included in a Shelf Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of such Shelf Registration Statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such Shelf Registration Statement) if Regency (i) the Partnership is pursuing an a financing, acquisition, merger, reorganization, disposition or other similar transaction and the Partnership determines in good faith that the Partnership’s its ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Shelf Registration Statement or (ii) the Partnership has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment determination of the Partnership, Regency would materially and adversely affect the Partnership; provided, however, that in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to such Registration Statement for a period that exceeds an aggregate of sixty (60) days in any 180-day period or ninety (90) days in any 365-day periodRegency. Upon disclosure of such information or the termination of the condition described above, the Partnership Regency shall promptly (x) provide prompt notice to the such Selling Holders whose Registrable Securities are included in such Registration StatementHolders, and shall promptly (y) terminate any suspension of sales it has put into effect and shall (z) take such other actions necessary or appropriate to permit registered sales of Registrable Securities pursuant to such Shelf Registration Statement as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership may, upon written notice to any Selling Holder whose Registrable Securities are included in a the Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of such the Registration Statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such the Registration StatementStatement but may settle any previously made sales of Registrable Securities) if (ia) the Partnership is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership determines in good faith that the Partnership’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Registration Statement or (iib) the Partnership has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the Partnership, would materially and adversely affect the Partnership; provided, however, that in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to such the Registration Statement for a period that exceeds an aggregate of sixty (60) 60 days in any 180-day period or ninety (90) 90 days in any 365-day period, in each case, exclusive of days covered by any lock-up agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described above, the Partnership shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such the Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership Parent may, upon written notice to any Selling Holder whose Registrable Securities are included in a the Shelf Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of such the Shelf Registration Statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement but such Registration StatementSelling Holder may settle any contracted sales of Registrable Securities) if Parent (i) the Partnership is pursuing an acquisition, merger, reorganization, disposition or other similar transaction that Parent reasonably believes would be required by applicable law to be disclosed in the Shelf Registration Statement and the Partnership Parent Board determines in good faith that the Partnership’s its ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Shelf Registration Statement or (ii) the Partnership has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the Partnership, Parent Board would materially and adversely affect the PartnershipParent; provided, however, that in no event shall the such Selling Holders be suspended under clauses (i) or (ii) of this Section 1.01(b) from selling Registrable Securities pursuant to such the Shelf Registration Statement for a period that exceeds an aggregate of sixty (60) 30 consecutive days or 45 days in any 180-day period or ninety (90) days in any 365-day periodthe aggregate. Upon disclosure of such information or the termination of the condition described above, the Partnership Parent shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such the Shelf Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership ETP may, upon written notice to any Selling Holder whose Registrable Securities are included in a the Shelf Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of such the Shelf Registration Statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such the Shelf Registration Statement) if ETP (i) the Partnership is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership determines in good faith that the Partnership’s its ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Shelf Registration Statement or (ii) the Partnership has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the Partnership, ETP would materially and adversely affect the Partnership; provided, however, that in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to such Registration Statement for a period that exceeds an aggregate of sixty (60) days in any 180-day period or ninety (90) days in any 365-day periodETP. Upon disclosure of such information or the termination of the condition described above, the Partnership ETP shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such the Shelf Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership may, upon written notice to any Selling Holder whose Registrable Securities are included in a Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of such Registration Statement (in which event the Selling Holder shall suspend sales of the Registrable Securities pursuant to such Registration Statement) if (i) the Partnership is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership determines in good faith that the Partnership’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such Registration Statement or (ii) the Partnership has experienced some other material non-public event, the disclosure of which at such time, in the good faith judgment of the Partnership, would materially and adversely affect the Partnership; provided, however, that in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to such Registration Statement for a period that exceeds an aggregate of sixty (60) 60 days in any 180-day period or ninety (90) 90 days in any 365-day period. Upon disclosure of such information or the termination of the condition described above, the Partnership shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership HEP may, upon written notice to any Selling Holder whose Registrable Securities are included in a the Registration StatementStatement or other registration statement contemplated by this Agreement, suspend such Selling Holder’s use of any prospectus which is a part of such the Registration Statement or other registration statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to the Registration Statement or other registration statement contemplated by this Agreement but may settle any previously made sales of Registrable Securities) if, in the General Partner’s good faith determination, such Registration Statementuse would: (a) if (i) the Partnership is pursuing an materially interfere with a significant acquisition, merger, reorganization, disposition financing or other similar transaction and the Partnership determines in good faith that the Partnership’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required involving HEP, (b) require premature disclosure of such transaction in such Registration Statement material information that HEP has a bona fide business purpose for preserving as confidential or (iic) the Partnership has experienced some other material non-public event, the disclosure of which at such time, in the good faith judgment of the Partnership, would materially and adversely affect the Partnershiprender HEP unable to comply with applicable securities laws; provided, however, that in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to such the Registration Statement or other registration statement for a period that exceeds an aggregate of sixty (60) 60 days in any 180-day period or ninety (90) 105 days in any 365-day period, in each case, exclusive of days covered by any lock-up agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described above, the Partnership HEP shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such the Registration StatementStatement or other registration statement contemplated by this Agreement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership Parent may, upon written notice to any Selling Holder whose Registrable Securities are included in a the Shelf Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of such the Shelf Registration Statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement but such Registration StatementSelling Holder may settle any contracted sales of Registrable Securities) if Parent (i) the Partnership is pursuing an acquisition, merger, reorganization, disposition or other similar transaction that Parent reasonably believes would be required by applicable law to be disclosed in the Shelf Registration Statement and the Partnership Board of Directors of Parent (the “Parent Board”) determines in good faith that the Partnership’s its ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Shelf Registration Statement or (ii) the Partnership has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the Partnership, Parent Board would materially and adversely affect the PartnershipParent; provided, however, that in no event shall the such Selling Holders be suspended under clauses (i) or (ii) of this Section 1.01(b) from selling Registrable Securities pursuant to such the Shelf Registration Statement for a period that exceeds an aggregate of sixty (60) 30 consecutive days or 45 days in any 180-day period or ninety (90) days in any 365-day periodthe aggregate. Upon disclosure of such information or the termination of the condition described above, the Partnership Parent shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such the Shelf Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership Company may, upon written notice to any Selling Holder whose Registrable Securities are included in a the Shelf Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of such the Shelf Registration Statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such the Shelf Registration Statement), for a period not to exceed (X) an aggregate of 90 days in any 365-day period, if (i) the Partnership Company is pursuing an a material acquisition, merger, reorganization, disposition or other similar transaction and the Partnership Company determines in good faith that the PartnershipCompany’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Shelf Registration Statement or Statement, (ii) the Partnership Company has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the PartnershipCompany, would materially and adversely affect the Partnership; providedCompany or (iii) at any time prior to the time when the Company is eligible to utilize Form S-3 for the Shelf Registration Statement, howeverthe Company has prepared and filed with the Commission a post-effective amendment for the purpose of updating financial information or other information therein and such post-effective amendment has not been declared effective by the Commission, that in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to such Registration Statement for or (Y) a period that exceeds an aggregate specified by means of sixty (60) days in any 180-day period or ninety (90) days in any 365-day perioda written amendment signed by the Company and the Holders of a majority of the then outstanding Registrable Securities. Upon disclosure of such information or the termination of the condition or expiration of the period described above, as applicable, the Partnership Company shall provide prompt notice to the each Selling Holders Holder whose Registrable Securities are included in such the Shelf Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership may, upon written notice to (i) all Holders, delay the filing of a Registration Statement required under Section 2.01(a), or (ii) any Selling Holder whose Registrable Securities are included in a Registration StatementStatement or other registration statement contemplated by this Agreement, suspend such Selling Holder’s use of any prospectus which that is a part of such Registration Statement or other registration statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such Registration StatementStatement or other registration statement contemplated by this Agreement but may settle any previously made sales of Registrable Securities) if (i) the Partnership (x) is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership General Partner determines in good faith that the Partnership’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such Registration Statement or other registration statement or (iiy) the Partnership has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the PartnershipGeneral Partner, would materially and adversely affect the Partnership; provided, however, that in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to such Registration Statement for a period that exceeds an aggregate of sixty (60) days in any 180-day period or ninety (90) days in any 365-day period. Upon disclosure of such information or the termination of the condition described above, the Partnership shall provide prompt notice notice, but in any event within one Business Day of such disclosure or termination, to the Selling Holders whose Registrable Securities are included in such Registration Statement, Statement and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership Company may, upon written notice to any Selling Holder whose Registrable Securities are included in a the Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of such the Registration Statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such the Registration Statement) if (i) the Partnership Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership determines Company’s independent directors determine in good faith that the PartnershipCompany’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Registration Statement or (ii) the Partnership Company has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the PartnershipCompany’s directors, would materially and adversely affect the PartnershipCompany; provided, however, that in no event shall the Selling Holders Registration Statement be suspended from selling Registrable Securities pursuant to such Registration Statement for a period that exceeds exceeding an aggregate of sixty (60) days in any 180-day period or ninety (90) days in any 365-day three hundred sixty five (365)-day period. Upon disclosure of such information or the termination of the condition described above, the Partnership Company shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such the Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership may, upon written notice to any Selling Holder whose Registrable Securities are included in a Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of such Registration Statement (in which event the Selling Holder shall suspend sales of the Registrable Securities pursuant to such Registration Statement) if (i) the Partnership is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership determines in good faith that the Partnership’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such Registration Statement or (ii) the Partnership or any of its Affiliates has experienced some other material non-public event, the disclosure of which at such time, in the good faith judgment of the Partnership, would materially and adversely affect the Partnership; provided, however, that in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to such Registration Statement for a period that exceeds an aggregate of sixty (60) 60 days in any 180-day period or ninety (90) 105 days in any 365-day period. Upon disclosure of such information or the termination of the condition described above, the Partnership shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement. For the avoidance of doubt, the provisions of this Section 2.01(d) shall apply to any Underwritten Offering undertaken pursuant to Section 2.03.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership BreitBurn may, upon written notice to any Selling Holder whose Registrable Securities are included in a the Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of such the Registration Statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such the Registration Statement, but such Selling Holder may settle any such sales of Registrable Securities) if (i) the Partnership BreitBurn is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership BreitBurn determines in good faith that the PartnershipBreitBurn’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Registration Statement or (ii) the Partnership BreitBurn has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the PartnershipBreitBurn, would materially and adversely affect the PartnershipBreitBurn; provided, however, that in no event shall the Selling Holders Purchasers be suspended from selling Registrable Securities pursuant to such Registration Statement for a period that exceeds an aggregate of sixty (60) 60 days in any 180-day period or ninety (90) 90 days in any 365-day period. Upon disclosure of such information or the termination of the condition described above, the Partnership BreitBurn shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such the Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership Company may, upon written notice to any Selling Holder whose Registrable Securities are included in a the Registration Statement/Prospectus, suspend such Selling Holder’s use of any prospectus which that is a part of such the Registration Statement Statement/Prospectus (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such the Registration Statement/Prospectus, but such Selling Holder may settle any such sales of Registrable Securities) if (i) the Partnership Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership Company determines in good faith that the PartnershipCompany’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Registration Statement Statement/Prospectus or (ii) the Partnership has experienced some other Company is otherwise in possession of material non-public event, information the disclosure of which at such time, in the good faith judgment of the PartnershipCompany, would materially and adversely affect the PartnershipCompany; provided, however, that in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to such Registration Statement for a period that exceeds an aggregate of sixty (60) 30 days in any 18090-day period or ninety (90) 90 days in any 365-day periodperiod (“Grace Suspension Period”). Upon disclosure of such information or the termination of the condition described above, the Partnership Company shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such the Registration Statement/Prospectus, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement. The Company shall not owe any Liquidated Damages during any Grace Suspension Period.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership may, upon written notice to any Selling Holder whose Registrable Securities are included in a Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of such Registration Statement (in which event the Selling Holder shall suspend sales of the Registrable Securities pursuant to such Registration Statement) if (i) the Partnership is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership determines in good faith that the Partnership’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such Registration Statement or (ii) the Partnership has experienced some other material non-public event, the disclosure of which at such time, in the good faith judgment of the Partnership, would materially and adversely affect the Partnership; provided, however, that in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to such Registration Statement for a period that exceeds an aggregate of sixty (60) 60 days in any 180-day period or ninety (90) 90 days in any 365-day period. Upon disclosure of such information or the termination of the condition described above, the Partnership shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement. For the avoidance of doubt, the provisions of this Section 2.01(d) shall apply to any Underwritten Offering undertaken pursuant to Section 2.03.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership may, upon written notice to any Selling Holder whose Registrable Securities are included in a the Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of such the Registration Statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to the Registration Statement but may settle any previously made sales of Registrable Securities) if, in the General Partner’s good faith determination, such Registration Statementuse would (a) if (i) the Partnership is pursuing an materially interfere with a significant acquisition, merger, reorganization, disposition financing or other similar transaction and the Partnership determines in good faith that involving the Partnership’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required , (b) require premature disclosure of such transaction in such Registration Statement or (ii) material information that the Partnership has experienced some other material non-public event, a bona fide business purpose for preserving as confidential or (c) render the disclosure of which at such time, in the good faith judgment of the Partnership, would materially and adversely affect the PartnershipPartnership unable to comply with applicable securities laws; provided, however, that in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to such the Registration Statement for a period that exceeds an aggregate of sixty (60) 60 days in any 180-day period or ninety (90) 105 days in any 365-day period, in each case, exclusive of days covered by any lock-up agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described above, the Partnership shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such the Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership may, upon written notice to any Selling Holder whose Registrable Securities are included in a the Shelf Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of such the Shelf Registration Statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such the Shelf Registration Statement) if (i) the Partnership is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership determines in good faith that the Partnership’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Shelf Registration Statement or (ii) the Partnership has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the Partnership, would materially and adversely affect the Partnership; provided, however, that in no event shall the Selling Holders Purchasers be suspended from selling Registrable Securities pursuant to such Registration Statement for a period that exceeds an aggregate of sixty (60) 30 days in any 18090-day period or ninety (90) 90 days in any 365-day period, in each case, exclusive of days covered by any lock-up agreement executed by a Purchaser in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described above, the Partnership shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such the Shelf Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership may, upon written notice to any Selling Holder whose Registrable Securities are included in a the Registration StatementStatement or other registration statement contemplated by this Agreement, suspend such Selling Holder’s use of any prospectus which is a part of such the Registration Statement or other registration statement contemplated by this Agreement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to the Registration Statement or such Registration Statementother registration statement but may settle any previously made sales of Registrable Securities) if (i) the Partnership is pursuing an acquisition, merger, reorganization, disposition disposition, financing or other similar transaction and the Partnership determines in good faith that the Partnership’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Registration Statement or such other registration statement or (ii) the Partnership has experienced some other material non-public event, the disclosure of which at such time, in the good faith judgment of the Partnership, would materially and adversely affect the Partnership; provided, however, that in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to such the Registration Statement or such other registration statement for a period that exceeds an aggregate of sixty (60) 60 days in any 180-day period or ninety (90) 105 days in any 365-day period, in each case, exclusive of days covered by any lock-up agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described above, the Partnership shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such the Registration StatementStatement or other registration statement contemplated by this Agreement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership Company may, upon written notice to any Selling Holder whose Registrable Securities are included in a the Shelf Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of such the Shelf Registration Statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such the Shelf Registration Statement) if (i) the Partnership Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership determines Company’s independent directors determine in good faith that the PartnershipCompany’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Shelf Registration Statement or (ii) the Partnership Company has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the PartnershipCompany’s independent directors, would materially and adversely affect the PartnershipCompany; provided, however, that in no event shall the Selling Holders Purchaser be suspended from selling Registrable Securities pursuant to such Registration Statement for a period that exceeds exceeding an aggregate of sixty 90 days (60exclusive of days covered by any lock-up agreement executed by the Purchaser in connection with any Underwritten Offering by the Company or the Purchaser) days in any 180-day period or ninety (90) days in any 365-day period. Upon disclosure of such information or the termination of the condition described above, the Partnership Company shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such the Shelf Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership may, upon written notice to any Selling Holder whose Registrable Securities are included in a Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of such Registration Statement (in which event the Selling Holder shall suspend sales of the Registrable Securities pursuant to such Registration Statement) if (i) the Partnership is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership determines in good faith that the Partnership’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such Registration Statement or (ii) the Partnership has experienced some other material non-public event, the disclosure of which at such time, in the good faith judgment of the Partnership, would materially and adversely affect the Partnership; provided, however, that in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to such Registration Statement for a period that exceeds an aggregate of sixty (60) 60 days in any 180-day period or ninety (90) 105 days in any 365-day period. Upon disclosure of such information or the termination of the condition described above, the Partnership shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership Regency may, upon written notice to any Selling Holder whose Registrable Securities are included in a the Shelf Registration Statement, suspend such Selling Holder’s use of any prospectus which that is a part of such the Shelf Registration Statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such the Shelf Registration Statement) if (i) the Partnership Regency is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership Regency determines in good faith that the PartnershipRegency’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Shelf Registration Statement or (ii) the Partnership Regency has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the PartnershipRegency, would materially and adversely affect the PartnershipRegency; provided, however, that in no event shall the Selling Holders Purchasers be suspended from selling Registrable Securities pursuant to such Registration Statement for a period that exceeds exceeding an aggregate of sixty (60) days in any 180-day period or ninety (90) days (exclusive of days covered by any lock-up agreement executed by a Purchaser in connection with any Underwritten Offering by Regency or a Purchaser) in any 365-day period. Upon disclosure of such information or the termination of the condition described above, the Partnership Regency shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such the Shelf Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership Endeavour may, upon written notice to any Selling Holder whose Registrable Securities are included in a the Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of such the Registration Statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such the Registration Statement, but such Selling Holder may settle any such sales of Registrable Securities) if (i) the Partnership Endeavour is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership Endeavour determines in good faith that the PartnershipEndeavour’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Registration Statement or (ii) the Partnership Endeavour has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the PartnershipEndeavour, would materially and adversely affect the PartnershipEndeavour; provided, however, that in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to any such Registration Statement for a suspension period that exceeds exceed an aggregate of sixty (60) 90 days in any 180-day period or ninety (90) 150 days in any 365-day period. Upon disclosure of such information or the termination of the condition described above, the Partnership Endeavour shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such the Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, if the Board of Directors of the General Partner determines, in good faith and within ten (10) business days after receipt by the Partnership mayof Notice from a Requesting Holder, upon written notice that the Partnership’s compliance with its obligations under Section 2.01 or Section 2.02 would be materially detrimental to any Selling Holder whose Registrable Securities are included in the Partnership and its partners because such registration would (a) materially interfere with a Registration Statementsignificant acquisition, suspend such Selling Holder’s use reorganization, financing or other similar transaction involving the Partnership, (b) require premature disclosure of any prospectus which is material information that the Partnership has a part of such Registration Statement bona fide business purpose for preserving as confidential or (in which event c) render the Selling Holder Partnership unable to comply with applicable securities laws, then the Partnership shall have the right to postpone compliance with its obligations under Section 2.01 or Section 2.02, and, if applicable, have the right to suspend sales of the Registrable Securities pursuant to such an effective Registration Statement) if (i) the Partnership is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership determines in good faith that the Partnership’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such Registration Statement or (ii) the Partnership has experienced some other material non-public event, the disclosure of which at such time, in the good faith judgment of the Partnership, would materially and adversely affect the Partnership; provided, howeverthe Board of Directors of the General Partner must provide written notice to the affected Holders promptly after such determination, and provided further, that in no event shall the Selling Holders this Section 2.04 be suspended from selling Registrable Securities pursuant to such Registration Statement utilized for a period that exceeds an aggregate of sixty forty-five (6045) days in any 180-day period or ninety (90) days in any 365-day period, in each case, exclusive of days covered by any lock-up agreement executed by a Party in connection with an Underwritten Offering. Upon disclosure of such any information or the termination or subsequent inapplicability of the a condition described in (a) through (c) above, the Partnership shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such Registration Statementaffected Holders, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership may, upon written notice to any Selling Holder whose Registrable Securities are included in a Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of such Registration Statement (in which event the Selling Holder shall suspend sales of the Registrable Securities pursuant to such Registration Statement) if (i) the Partnership is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership determines in good faith that the Partnership’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such Registration Statement or (ii) the Partnership has experienced some other material non-public event, the disclosure of which at such time, in the good faith judgment of the Partnership, would materially and adversely affect the Partnership; provided, however, that in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to such Registration Statement (A) for a period that exceeds an aggregate of sixty (60) 60 days in any 180-day period or ninety (90) 90 days in any 365-day periodperiod or (B) during any 60-day period following the conversion of Series B Preferred Units into Common Units pursuant to Paragraph 10(b) of the Supplemental Terms Annex, except, with respect to clause (B), when the Partnership determines in good faith that such suspension is necessary due to the occurrence of an event that (I) was not within the control of the Partnership and (II) by the exercise of reasonable due diligence, the Partnership is unable to prevent. Upon disclosure of such information or the termination of the condition described above, the Partnership shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership PAA may, upon written notice to any Selling Holder whose Registrable Securities are included in a the Shelf Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of such the Shelf Registration Statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such the Shelf Registration Statement) if (i) the Partnership PAA is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership PAA determines in good faith that the PartnershipPAA’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Shelf Registration Statement or (ii) the Partnership PAA has experienced some other material non-public event, event the disclosure of which at such timewould, in the good faith judgment of the PartnershipPAA, would materially and adversely affect the Partnership; provided, however, that in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant detrimental to such Registration Statement for a period that exceeds an aggregate of sixty (60) days in any 180-day period PAA or ninety (90) days in any 365-day periodits business prospects. Upon disclosure of such information or the termination of the condition described above, the Partnership PAA shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such the Shelf Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership may, upon written notice to any Selling Holder whose Registrable Securities are included in a Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of such Registration Statement (in which event the Selling Holder shall suspend sales of the Registrable Securities pursuant to such Registration Statement) if (i) the Partnership is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership determines in good faith that the Partnership’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such Registration Statement or (ii) the Partnership has experienced some other material non-public event, the disclosure of which at such time, in the good faith judgment of the Partnership, would materially and adversely affect the Partnership; provided, however, that in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to such Registration Statement or pursuant to Section 2.03 for a period that exceeds an aggregate of sixty (60) 60 days in any 180-day period or ninety (90) 90 days in any 365-day period. Upon disclosure of such information or the termination of the condition described above, the Partnership shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement. For the avoidance of doubt, the provisions of this Section 2.01(e) shall apply to any Underwritten Offering undertaken pursuant to Section 2.03.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership PNG may, upon written notice to any Selling Holder whose Registrable Securities are included in a the Shelf Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of such Shelf Registration Statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such the Shelf Registration Statement) if (i) the Partnership PNG is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership PNG determines in good faith that the PartnershipPNG’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Shelf Registration Statement or (ii) the Partnership PNG has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the PartnershipPNG, would materially and adversely affect the Partnership; provided, however, that in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to such Registration Statement for a period that exceeds an aggregate of sixty (60) days in any 180-day period or ninety (90) days in any 365-day periodPNG. Upon the public disclosure of such information or the termination of the condition conditions described above, the Partnership PNG shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such the Shelf Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. (1) Notwithstanding anything to the contrary contained herein, the Partnership may, upon written notice to any Selling Holder whose Registrable Securities are included in a Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of such Registration Statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such Registration Statement) if (i) the Partnership is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership determines in good faith that the Partnership’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such Registration Statement or (ii) the Partnership has experienced some other material non-public event, the disclosure of which at such time, in the good faith judgment of the Partnership, would materially and adversely affect the Partnership; provided, however, that in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to such Registration Statement for a period that exceeds an aggregate of sixty (60) 60 days in any 180-day period or ninety (90) 90 days in any 365-day period. Upon disclosure of such information or the termination of the condition described above, the Partnership shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership Company may, upon written notice to any Selling Holder whose Registrable Securities are included in a the Registration Statement, suspend such Selling Holder’s use of any prospectus which that is a part of such the Registration Statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such the Registration Statement, but such Selling Holder may settle any such sales of Registrable Securities) if (i) the Partnership Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership Company determines in good faith that the PartnershipCompany’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Registration Statement or (ii) the Partnership Company has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the PartnershipCompany, would materially and adversely affect the PartnershipCompany; provided, however, that in no event shall the Selling Holders Purchasers be suspended from selling Registrable Securities pursuant to such Registration Statement for a period that exceeds an aggregate of sixty (60) 30 days in any 18090-day period or ninety (90) 90 days in any 365-day period. Upon disclosure of such information or the termination of the condition described above, the Partnership Company shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such the Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership Company may, upon written notice to any Selling Holder whose Registrable Securities are included in a the Registration StatementStatement or other registration statement contemplated by this Agreement, suspend such Selling Holder’s use of any prospectus which is a part of such the Registration Statement or other registration statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to the Registration Statement or other registration statement contemplated by this Agreement but may settle any previously made sales of Registrable Securities) if, in the Company’s good faith determination, such Registration Statementuse would (a) if (i) the Partnership is pursuing an materially interfere with a significant acquisition, merger, reorganization, disposition financing or other similar transaction and involving the Partnership determines in good faith Company, (b) require premature disclosure of material information that the Partnership’s ability to pursue or consummate such Company has a transaction would be materially and adversely affected by any required disclosure of such transaction in such Registration Statement bona fide business purpose for preserving as confidential or (iic) render the Partnership has experienced some other material non-public event, the disclosure of which at such time, in the good faith judgment of the Partnership, would materially and adversely affect the PartnershipCompany unable to comply with applicable securities laws; provided, however, that in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to such the Registration Statement or other registration statement for a period that exceeds an aggregate of sixty (60) days in any 180-day period or ninety (90) 60 days in any 365-day period, in each case, exclusive of days covered by any lock-up agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described above, the Partnership Company shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such the Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership Crosstex may, upon written notice to any Selling Holder whose Registrable Securities are included in a the Shelf Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of such the Shelf Registration Statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such the Shelf Registration Statement) if (i) the Partnership Crosstex is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership Crosstex determines in good faith that the PartnershipCrosstex’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Shelf Registration Statement or (ii) the Partnership Crosstex has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the PartnershipCrosstex, would materially and adversely affect the PartnershipCrosstex; provided, however, that in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to such the Shelf Registration Statement for a period that exceeds an aggregate of sixty (60) days in any one hundred-eighty (180-) day period or ninety (90) days in any 365-365 day period. Upon disclosure of such information or the termination of the condition described above, the Partnership Crosstex shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such the Shelf Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership CQP may, upon written notice Notice to any Selling Holder Participating Investor whose Registrable Securities are included in a the Shelf Registration Statement, suspend such Selling HolderParticipating Investor’s use of any prospectus which is a part of such the Shelf Registration Statement (in which event the Selling Holder Participating Investor shall suspend discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement other than the closing of sales already committed for prior to receipt of such Registration StatementNotice to suspend) if CQP (i) the Partnership is pursuing an a material acquisition, mergerdisposition, financing, reorganization, disposition recapitalization or other similar transaction and the Partnership determines in good faith that the Partnership’s its ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Shelf Registration Statement or related prospectus or (ii) the Partnership has experienced some other material non-public event, in the case of each of clauses (i) and (ii), the disclosure of which at such time, in the good faith judgment of the PartnershipCQP Board, would materially and adversely affect the PartnershipCQP; provided, however, that in no event shall the Selling Holders Participating Investors be suspended from selling Registrable Securities pursuant to such Registration Statement more than three times for a period that exceeds an aggregate total of sixty (60) days in any 180-day period or ninety (90) days in the aggregate in any 365-day periodperiod (exclusive of days covered by any lock-up agreement executed by a Participating Investor in connection with any Underwritten Offering by CQP or the Participating Investors). Upon disclosure of such information or the termination of the condition described above, the Partnership CQP shall provide prompt notice Notice to the Selling Holders Participating Investors whose Registrable Securities are included in such the Shelf Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement. CQP will pay all Registration Expenses incurred in connection with any such aborted registration.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership ETE may, upon written notice to any Selling Holder whose Registrable Securities are included in a the Shelf Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of such the Shelf Registration Statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement other than the closing of sales already committed for prior to receipt of such Registration Statementnotice to suspend) if ETE (i) the Partnership is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership determines in good faith that the Partnership’s its ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Shelf Registration Statement or (ii) the Partnership has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the PartnershipETE, would materially and adversely affect the PartnershipETE; provided, however, that in no event shall the Selling Holders Investor be suspended from selling Registrable Securities pursuant to such Registration Statement for a period that exceeds exceeding an aggregate of sixty 90 days (60exclusive of days covered by any lock-up agreement executed by a Investor in connection with any Underwritten Offering by ETE or an Investor) days in any 180-day period or ninety (90) days in any 365-day period. Upon disclosure of such information or the termination of the condition described above, the Partnership ETE shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such the Shelf Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement. In determining whether an Effectiveness Default has occurred, the period of any suspension permitted under this Section 2.01(d) shall be excluded.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership may, upon written notice to any Selling Holder whose Registrable Securities are included in a Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of such Registration Statement (in which event the Selling Holder shall suspend sales of the Registrable Securities pursuant to such Registration Statement) if (i) the Partnership is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership board of directors of the General Partner determines in good faith that the Partnership’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such Registration Statement or (ii) the Partnership has experienced some other material non-public event, the disclosure of which at such time, in the good faith judgment of the Partnershipboard of directors of the General Partner, would materially and adversely affect the Partnership; provided, however, that in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to such Registration Statement for a period that exceeds an aggregate of sixty (60) 60 days in any 180-day period or ninety (90) 90 days in any 365-day period. Upon disclosure of such information or the termination of the condition described above, the Partnership shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership Atlas Pipeline Partners may, upon written notice to any all of the Selling Holder Holders whose Registrable Securities are included in a the Registration Statement, suspend such Selling Holder’s Holders’ use of any prospectus which is a part of such the Registration Statement (in which event the each such Selling Holder shall suspend cease offers and sales of the Registrable Securities pursuant to such the Registration Statement) but such Selling Holder may settle any previously made sales of Registrable Securities, if (i) the Partnership Atlas Pipeline Partners is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership Atlas Pipeline Partners determines in good faith that the Partnership’s Atlas Pipeline Partners’ ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Registration Statement or (ii) the Partnership Atlas Pipeline Partners has experienced some other material non-public event, the disclosure of which at such time, in the good faith judgment of the PartnershipAtlas Pipeline Partners, would materially and adversely affect the PartnershipAtlas Pipeline Partners; provided, however, that in no event shall the such Selling Holders be suspended from selling Registrable Securities pursuant to such the Registration Statement for a period that exceeds an aggregate of sixty (60) 30 days in any 18090-day period or ninety (90) 90 days in any 365-day period. Upon disclosure of such information or the termination of the condition described above, the Partnership Atlas Pipeline Partners shall (i) provide prompt notice to the Selling Holders whose Registrable Securities are included in such the Registration Statement, and shall (ii) promptly terminate any suspension of sales it has put into effect and shall (iii) take such other reasonable actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership Company may, upon written notice to any Selling Holder whose Registrable Securities are included in a the Shelf Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of such the Shelf Registration Statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such the Shelf Registration Statement) if (i) the Partnership Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership Company determines in good faith that the PartnershipCompany’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Shelf Registration Statement or (ii) the Partnership Company has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the PartnershipCompany, would materially and adversely affect the PartnershipCompany; provided, however, that in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to such the Shelf Registration Statement for a period that exceeds of 45 consecutive days or an aggregate of sixty (60) 90 days in any 180-day period or ninety (90) days in any 365360-day period. Upon disclosure of such information or the termination of the condition described above, the Partnership Company shall provide prompt notice (which notice shall not contain any material, non-public information regarding the Company), to the Selling Holders whose Registrable Securities are included in such the Shelf Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership ETE may, upon written notice to any Selling Holder whose Registrable Securities are included in a Demand Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of such the Demand Registration Statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to the Demand Registration Statement other than the closing of sales already committed for prior to receipt of such Registration Statementnotice to suspend) if ETE (i) the Partnership is pursuing an a financing, acquisition, merger, reorganization, disposition or other similar transaction and the Partnership determines in good faith that the Partnership’s its ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Demand Registration Statement or (ii) the Partnership has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the PartnershipETE, would materially and adversely affect the PartnershipETE; provided, however, that in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to such Registration Statement for a period that exceeds exceeding an aggregate of sixty 90 days (60exclusive of days covered by any lock-up agreement executed by a Holder in connection with any Underwritten Offering by ETE or the Holders) days in any 180-day period or ninety (90) days in any 365-day period. Upon disclosure of such information or the termination of the condition described above, the Partnership ETE shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such the Demand Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership Corporation may, at any time and from time to time, upon written notice to any Selling Holder whose Registrable Securities are included in each Holder, postpone effecting a Shelf Registration Statement, Statement or suspend such Selling Holder’s use of any prospectus which is a part of such the Shelf Registration Statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant thereto), for one or more periods not to such Registration Statement) exceed an aggregate of 120 days in any 365-day period exclusive of days covered by any lock-up agreement executed by a Holder in connection with any Underwritten Offering and as set forth in Section 2.07, if (i) the Partnership Corporation is pursuing an a material acquisition, merger, reorganization, disposition disposition, offering of securities or other similar transaction and the Partnership Corporation determines in good faith that the PartnershipCorporation’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Shelf Registration Statement or Statement, (ii) the Partnership Corporation has experienced some other material non-public eventevent or is in possession of material non-public information concerning the Corporation, the disclosure of which at such time, in the good faith judgment of the PartnershipCorporation, would materially and adversely affect the Partnership; providedCorporation or (iii) at any time prior to the time when the Corporation is eligible to utilize the S-3 Shelf Registration Statement, however, that in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to Corporation has prepared and filed with the Commission a post-effective amendment for the purpose of updating financial information or other information therein and such Registration Statement for a period that exceeds an aggregate of sixty (60) days in any 180post-day period or ninety (90) days in any 365-day periodeffective amendment has not been declared effective by the Commission. Upon disclosure of such information or the termination of the condition or expiration of the period described above, as applicable, the Partnership Corporation shall provide prompt written notice (including via email) to the each Selling Holders Holder whose Registrable Securities are included in such the Shelf Registration Statement, and shall promptly terminate any suspension of exchanges or sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership Company may, upon written notice to any Selling Holder whose Registrable Securities are included in a Registration StatementMontierra, suspend such Selling HolderMontierra’s use of any prospectus which is a part of such the Shelf Registration Statement (in which event the Selling Holder Montierra shall suspend discontinue sales of the Registrable Securities pursuant to such the Shelf Registration Statement), for a period not to exceed (X) an aggregate of 90 days in any 365-day period, if (i) the Partnership Company is pursuing an a material acquisition, merger, reorganization, disposition or other similar transaction and the Partnership Company determines in good faith that the PartnershipCompany’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Shelf Registration Statement or Statement, (ii) the Partnership Company has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the PartnershipCompany, would materially and adversely affect the Partnership; providedCompany or (iii) at any time prior to the time when the Company is eligible to utilize Form S-3 for the Shelf Registration Statement, howeverthe Company has prepared and filed with the Commission a post-effective amendment for the purpose of updating financial information or other information therein and such post-effective amendment has not been declared effective by the Commission, that in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to such Registration Statement for or (Y) a period that exceeds an aggregate specified by means of sixty (60) days in any 180-day period or ninety (90) days in any 365-day perioda written amendment signed by the Company and Montierra of a majority of the then outstanding Registrable Securities. Upon disclosure of such information or the termination of the condition or expiration of the period described above, as applicable, the Partnership Company shall provide prompt notice to the Selling Holders Montierra whose Registrable Securities are included in such the Shelf Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership Company may, upon written notice to any Selling Holder whose Registrable Securities are included in a the Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of such the Registration Statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such the Registration StatementStatement but may settle any previously made sales of Registrable Securities) if (i) the Partnership Company is pursuing an acquisition, merger, reorganization, disposition disposition, financing or other similar transaction or other corporate transaction and the Partnership Company determines in good faith that the PartnershipCompany’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Registration Statement or (ii) the Partnership Company has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the PartnershipCompany, would materially and adversely affect the PartnershipCompany; provided, however, that in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to such the Registration Statement for a period that exceeds an aggregate of sixty (60) 60 days in any 180-day period or ninety (90) 105 days in any 365-day period. Upon disclosure of such information or the termination of the condition described above, the Partnership Company shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such the Registration Statement, Statement and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership Company may, upon written notice to any Selling Holder whose Registrable Securities are included in a the Registration StatementStatement or other registration statement contemplated by this Agreement, suspend such Selling Holder’s use of any prospectus which is a part of such the Registration Statement or other registration statement contemplated by this Agreement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to the Registration Statement or such Registration Statementother registration statement but may settle any previously made sales of Registrable Securities) if (i) the Partnership Company is pursuing an acquisition, merger, reorganization, disposition disposition, financing or other similar transaction and the Partnership Company determines in good faith that the PartnershipCompany’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Registration Statement or such other registration statement or (ii) the Partnership Company has experienced some other material non-public event, the disclosure of which at such time, in the good faith judgment of the PartnershipCompany, would materially and adversely affect the PartnershipCompany; provided, however, that in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to such the Registration Statement or such other registration statement for a period that exceeds an aggregate of sixty (60) 60 days in any 180-day period or ninety (90) 105 days in any 365-day period, in each case, exclusive of days covered by any lock-up agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described above, the Partnership Company shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such the Registration StatementStatement or other registration statement contemplated by this Agreement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement. If (i) the Selling Holders shall be prohibited from selling their Registrable Securities under the Registration Statement or other registration statement contemplated by this Agreement as a result of a suspension pursuant to the immediately preceding paragraph in excess of the periods permitted therein or (ii) the Registration Statement or other registration statement contemplated by this Agreement is filed and declared effective but, during the Effectiveness Period, shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 30 Business Days by a post-effective amendment thereto, a supplement to the prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or l5(d) of the Exchange Act, then, until the suspension is lifted or a post-effective amendment, supplement or report is filed with the Commission, but not including any day on which a suspension is lifted or such amendment, supplement or report is filed and declared effective, if applicable, the Company shall pay the Selling Holders an amount equal to the Liquidated Damages, following the earlier of (x) the date on which the suspension period exceeded the permitted period and (y) the thirty-first (31st) Business Day after the Registration Statement or other registration statement contemplated by this Agreement ceased to be effective or failed to be useable for its intended purposes, as liquidated damages and not as a penalty (for purposes of calculating Liquidated Damages, the date in (x) or (y) above shall be deemed the “last day of the twelve-month period,” as used in the definition of Liquidated Damages). For purposes of this paragraph, a suspension shall be deemed lifted on the date that notice that the suspension has been terminated is delivered to the Selling Holders. Liquidated Damages pursuant to this paragraph shall cease to accrue upon the Purchased Common Stock held of record by such Holder becoming eligible for resale without restriction and without the need for current public information under any section of Rule 144 (or any similar provision then in effect) under the Securities Act, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership may, upon written notice to any Selling Holder whose Registrable Securities are included in a the Registration StatementStatement or other registration statement contemplated by this Agreement, suspend such Selling Holder’s use of any prospectus which that is a part of such the Registration Statement or other registration statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such the Registration StatementStatement or other registration statement contemplated by this Agreement but may settle any previously made sales of Registrable Securities) if (i) the Partnership is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership reasonably determines in good faith that the Partnership’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Registration Statement or other registration statement or (ii) the Partnership has experienced some other material non-public event, event the disclosure of which at such time, in the reasonable good faith judgment of the Partnership, would materially and adversely affect the Partnership; provided, however, that in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to such the Registration Statement or other registration statement for a period that exceeds an aggregate of sixty (60) 60 days in any 180-day period or ninety (90) 105 days in any 365-day period, in each case, exclusive of days covered by any lock-up agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described above, the Partnership shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such the Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership may, upon written notice to any Selling Holder whose Registrable Securities are included in a the Shelf Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of such the Shelf Registration Statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such the Shelf Registration Statement) if (i) the Partnership is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership determines in good faith that the Partnership’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Shelf Registration Statement or (ii) the Partnership has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the Partnership, would materially and adversely affect the Partnership; provided, however, that in no event shall the Selling Holders Purchasers be suspended from selling Registrable Securities pursuant to such Registration Statement for a period that exceeds an aggregate of sixty (60) 60 days in any 18090-day period or ninety (90) 90 days in any 365-day period, in each case, exclusive of days covered by any lock-up agreement executed by a Purchaser in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described above, the Partnership shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such the Shelf Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership Company may, upon written notice to any Selling Holder whose Registrable Securities are included in a Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of such Registration Statement (in which event the Selling Holder shall suspend sales of the Registrable Securities pursuant to such Registration Statement) if (i) the Partnership Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership Company determines in good faith that the PartnershipCompany’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such Registration Statement or (ii) the Partnership Company has experienced some other material non-public event, the disclosure of which at such time, in the good faith judgment of the PartnershipCompany, would materially and adversely affect the PartnershipCompany; provided, however, that in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to such Registration Statement for a period that exceeds an aggregate of sixty forty-five (6045) days in any 180-day period or ninety sixty (9060) days in any 365-day period. Upon disclosure of such information or the termination of the condition described above, the Partnership Company shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership Company may delay the filing of a Shelf Registration Statement required by Section 2.1(a) and may, upon written notice to any Selling Holder whose Registrable Securities are included in a the Shelf Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of such the Shelf Registration Statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such the Shelf Registration Statement) if (i) the Partnership Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership Company determines in good faith that the PartnershipCompany’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Shelf Registration Statement or (ii) the Partnership Company has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the PartnershipCompany, would materially and adversely affect the PartnershipCompany; provided, however, that in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to such the Shelf Registration Statement for a period that exceeds an aggregate of sixty (60) 60 days in any 180-day period or ninety (90) days in any 365-180 day period. Upon disclosure of such information or the termination of the condition described above, the Partnership Company shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such the Shelf Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership may, upon written notice to any Selling Holder whose Registrable Securities are included in a the Shelf Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of such the Shelf Registration Statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such the Shelf Registration StatementStatement but may settle any previously made sales of Registrable Securities) if (i) the Partnership is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership determines in good faith that the Partnership’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Shelf Registration Statement or (ii) the Partnership has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the Partnership, would materially and adversely affect the Partnership; provided, however, that in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to such the Shelf Registration Statement for a period that exceeds an aggregate of sixty (60) 60 days in any 180-day period or ninety (90) 90 days in any 365-day period, in each case, exclusive of days covered by any lock-up agreement executed by a Purchaser in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described above, the Partnership shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such the Shelf Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership PAA may, upon written notice to any Selling Holder whose Registrable Securities are included in a the Shelf Registration Statement, suspend such Selling Holder’s 's use of any prospectus which is a part of such the Shelf Registration Statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such the Shelf Registration Statement) if (i) the Partnership PAA is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership PAA determines in good faith that the Partnership’s PAA's ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Shelf Registration Statement or (ii) the Partnership PAA has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the PartnershipPAA, would materially and adversely affect the Partnership; provided, however, that in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to such Registration Statement for a period that exceeds an aggregate of sixty (60) days in any 180-day period or ninety (90) days in any 365-day periodPAA. Upon disclosure of such information or the termination of the condition described above, the Partnership PAA shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such the Shelf Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership Company may, upon written notice to (x) all Bounty Stockholders, delay the filing of the Shelf Registration Statement or (y) any Selling Holder whose Registrable Securities are included in a the Shelf Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of such the Shelf Registration Statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement but such Registration StatementSelling Holder may settle any contracted sales of Registrable Securities) if Company (i) the Partnership is pursuing an acquisition, merger, tender offer, reorganization, disposition or other similar transaction and the Partnership Board determines in good faith that the Partnership’s its ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Shelf Registration Statement or (ii) the Partnership has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the PartnershipBoard, would materially and adversely affect the PartnershipCompany; provided, however, that in no event shall (A) such filing of the Shelf Registration Statement be delayed under clauses (i) or (ii) of this Section 2.01(c) for a period that exceeds 90 days or (B) such Selling Holders be suspended under clauses (i) or (ii) of this Section 2.02(c) from selling Registrable Securities pursuant to such the Shelf Registration Statement for a period that exceeds an aggregate of sixty (60) 30 days in any 18090-day period or ninety (90) 90 days in any 365-day period. Upon disclosure of such information or the termination of the condition described above, the Partnership Company shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such the Shelf Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership Crosstex may, upon written notice to any Selling Holder whose Registrable Securities are included in a the Shelf Registration Statement, suspend such Selling Holder’s 's use of any prospectus which is a part of such the Shelf Registration Statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such the Shelf Registration Statement) if (i) the Partnership Crosstex is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership Crosstex determines in good faith that the Partnership’s Crosstex's ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Shelf Registration Statement or (ii) the Partnership Crosstex has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the PartnershipCrosstex, would materially and adversely affect the PartnershipCrosstex; provided, however, that in no event shall the Selling Holders be suspended from selling Registrable Securities any delay pursuant to such Registration Statement for a period that exceeds an aggregate of hereto exceed sixty (60) days in any one hundred-eighty (180-) day period or ninety (90) days in any 365twelve-day month period. Upon disclosure of such information or the termination of the condition described above, the Partnership Crosstex shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such the Shelf Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership may, upon written notice to any Selling Holder whose Registrable Securities are included in a the Shelf Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of such Shelf Registration Statement (in which event the Selling Holder shall suspend sales of the Registrable Securities pursuant to such Shelf Registration Statement) if (i) the Partnership is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership determines in good faith that the Partnership’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such Shelf Registration Statement or (ii) the Partnership has experienced some other material non-public event, the disclosure of which at such time, in the good faith judgment of the Partnership, would materially and adversely affect the Partnership; provided, however, provided that in no event the Partnership shall not register any securities for its own account or that of any other security holder during such suspension and the Selling Holders be suspended from selling Registrable Securities pursuant to Partnership shall likewise suspend the use of all other then-effective registration statements (other than any registration statements on Form S-8 or successor form) during such Registration Statement for a period that exceeds an aggregate of sixty (60) days in any 180-day period or ninety (90) days in any 365-day periodsuspension. Upon disclosure of such information or the termination of the condition described above, the Partnership shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such Shelf Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement. Notwithstanding the foregoing, the Partnership’s rights to delay or suspend the use of any Shelf Registration Statement or sales thereunder shall not, in the aggregate, cause the Holders to be required to 33958548 0000-0000-0000 suspend sales of Registrable Securities pursuant to the Shelf Registration Statement or relieve the Partnership of its obligation to amend or supplement and maintain the effectiveness of a Shelf Registration Statement for longer than 90 days during any 12 month period.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership may, upon written notice to any Selling Holder whose Registrable Securities are included in a the Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of such Registration Statement (in which event the Selling Holder shall suspend sales of the Registrable Securities pursuant to such the Registration Statement) if (i) the Partnership is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the General Partner of the Partnership determines in good faith that the Partnership’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such Registration Statement or (ii) the Partnership has experienced some other material non-public event, the disclosure of which at such time, in the good faith judgment of the General Partner of the Partnership, would materially and adversely affect the Partnership; provided, however, that in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to such Registration Statement for a period that exceeds an aggregate of sixty (60) 30 days in any 180-day period or ninety (90) 90 days in any 365-day period. Upon disclosure of such information or the termination of the condition described above, the Partnership shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such the Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership U.S. Shipping may, upon written notice to any Selling Holder whose Registrable Securities are included in a the Shelf Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of such the Shelf Registration Statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such the Shelf Registration Statement) if (i) the Partnership U.S. Shipping is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership U.S. Shipping determines in good faith that the PartnershipU.S. Shipping’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Shelf Registration Statement or (ii) the Partnership U.S. Shipping has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the PartnershipU.S. Shipping, would materially and adversely affect the PartnershipU.S. Shipping; provided, however, that in no event shall if the Selling Holders be Purchasers are suspended from selling Registrable Securities pursuant to such Registration Statement for a period that exceeds an aggregate of sixty thirty (6030) days in any 18090-day period or ninety (90) 90 days in any 365-day period, in each case, exclusive of days covered by any lock-up agreement executed by a Purchaser in connection with any Underwritten Offering, the Purchasers will be entitled to receive Liquidated Damages from U.S. Shipping as provided in Section 2.01(e) of this Agreement. Upon disclosure of such information or the termination of the condition described above, the Partnership U.S. Shipping shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such the Shelf Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. (a) Notwithstanding anything to the contrary contained herein, the Partnership may, upon written notice to any Selling Holder whose Registrable Securities are included in a the Registration StatementStatement or other registration statement contemplated by this Agreement, suspend such Selling Holder’s use of any prospectus which is a part of such the Registration Statement or other registration statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such the Registration StatementStatement or other registration statement contemplated by this Agreement but may settle any previously made sales of Registrable Securities) if (i) the Partnership is pursuing an acquisition, merger, reorganization, disposition disposition, financing or other similar transaction or other corporate transaction and the Partnership determines in good faith that the Partnership’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Registration Statement or other registration statement or (ii) the Partnership has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the Partnership, would materially and adversely affect the Partnership; provided, however, that in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to such the Registration Statement or other registration statement for a period that exceeds an aggregate of sixty (60) 60 days in any 180-day period or ninety (90) 105 days in any 365-day period, in each case, exclusive of days covered by any lock-up agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described above, the Partnership shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such the Registration Statement, Statement and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership Company may, upon written notice to any Selling Holder whose Registrable Securities are included in a the Shelf Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of such the Shelf Registration Statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such the Shelf Registration Statement) if (i) the Partnership Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership Company determines in good faith that the PartnershipCompany’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Shelf Registration Statement or Statement, (ii) the Partnership Company has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the PartnershipCompany, would be materially and adversely affect detrimental to the PartnershipCompany or its business prospects or (iii) the Company is required under the Securities Act or the Exchange Act to file with the Commission any report or other document necessitating a post-effective amendment to the Shelf Registration Statement; provided, however, that in no event shall the Selling Holders be suspended from selling Registrable Securities any delay pursuant to such Registration Statement for a period that exceeds an aggregate of (i) or (ii) hereto exceed sixty (60) days in any one hundred-eighty (180-) day period or ninety (90) days in any 365twelve-day month period. Upon the disclosure of such information or information, the termination of the condition described aboveabove or the effectiveness of such post-effective amendment, the Partnership Company shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such the Shelf Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions reasonably necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership Company may, after receiving the approval of a majority of the Class B Directors, upon written notice to any Selling Holder whose Registrable Securities are included in a Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of such Registration Statement (in which event the Selling Holder shall suspend sales of the Registrable Securities pursuant to such Registration Statement) if (i) the Partnership Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership Company determines in good faith that the PartnershipCompany’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such Registration Statement or (ii) the Partnership Company has experienced some other material non-public event, the disclosure of which at such time, in the good faith judgment of the PartnershipCompany, would materially and adversely affect the PartnershipCompany; provided, however, that in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to such Registration Statement for a period that exceeds forty-five (45) consecutive days or an aggregate of sixty (60) days in any 180-day period or ninety (90) days in any 365-day period. Upon disclosure of such information or the termination of the condition described above, the Partnership Company shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership Company may, upon written notice to any Selling Holder whose Registrable Securities are included in a the Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of such the Registration Statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such the Registration Statement) if (i) the Partnership Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership determines Company’s independent directors determine in good faith that the PartnershipCompany’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Registration Statement or (ii) the Partnership Company has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the PartnershipCompany’s independent directors, would materially and adversely affect the PartnershipCompany; provided, however, that in no event shall the Selling Holders Registration Statement be suspended from selling Registrable Securities pursuant to such Registration Statement for a period that exceeds exceeding an aggregate of sixty (60) days in any 180-day period or ninety (90) days in any 365-day three hundred sixty five (365)-day period. Upon disclosure of such information or the termination of the condition described above, the Partnership Company shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such the Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership K-Sea may, upon written notice to any Selling Holder whose Registrable Securities are included in a the Shelf Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of such the Shelf Registration Statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such the Shelf Registration Statement) if (i) the Partnership K-Sea is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership K-Sea determines in good faith that the PartnershipK-Sea’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Shelf Registration Statement or (ii) the Partnership K-Sea has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the PartnershipK-Sea, would materially and adversely affect the PartnershipK-Sea; provided, however, that in no event shall the Selling Holders be suspended from selling Registrable Securities any delay pursuant to such Registration Statement for a period that exceeds an aggregate of hereto exceed sixty (60) days in any one hundred-eighty (180-) day period or ninety (90) days in any 365twelve-day month period. Upon disclosure of such information or the termination of the condition described above, the Partnership K-Sea shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such the Shelf Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership may, upon written notice to any Selling Holder whose Registrable Securities are included in a Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of such Registration Statement (in which event the Selling Holder shall suspend sales of the Registrable Securities pursuant to such Registration Statement) if (i) the Partnership is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership determines in good faith that the Partnership’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such Registration Statement or (iii) the Partnership has experienced some other material non-public event, the disclosure of which at such time, in the good faith judgment of the Partnership, would materially and adversely affect the Partnership; provided, however, that in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to such Registration Statement more than once during any 12-month period for a period that exceeds an aggregate of sixty (60) days in any 180-day period or ninety (90) days in any 365-day periodnot to exceed 90 days. Upon disclosure of such information or the termination of the condition described above, the Partnership shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership Company may, upon written notice to any Selling Holder whose Registrable Securities are included in a the Shelf Registration Statement, suspend such Selling Holder’s 's use of any prospectus which is a part of such the Shelf Registration Statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such the Shelf Registration Statement) if (i) the Partnership Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership Company determines in good faith that the Partnership’s Company's ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Shelf Registration Statement or (ii) the Partnership Company has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the PartnershipCompany, would materially and adversely affect the PartnershipCompany; provided, however, that in no event shall the Selling Holders be suspended from selling Registrable Securities any delay pursuant to such Registration Statement for a period that exceeds an aggregate of hereto exceed sixty (60) days in any one hundred-eighty (180-) day period or ninety one-hundred twenty (90120) days in any 365-day twelve (12) month period. Upon disclosure of such information or the termination telinination of the condition described above, the Partnership Company shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such the Shelf Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership Company may, upon written notice to any Selling Holder whose Registrable Securities are included in a Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of such Registration Statement (in which event the Selling Holder shall suspend sales of the Registrable Securities pursuant to such Registration Statement) if (i) the Partnership Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership Company determines in good faith that the PartnershipCompany’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such Registration Statement or (ii) the Partnership Company has experienced some other material non-public event, the disclosure of which at such time, in the good faith judgment of the PartnershipCompany, would materially and adversely affect the PartnershipCompany; provided, however, that in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to such Registration Statement for a period that exceeds forty-five (45) consecutive days or an aggregate of sixty (60) days in any 180-day period or ninety (90) days in any 365-day period. Upon disclosure of such information or the termination of the condition described above, the Partnership Company shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership may, upon written notice to any Selling Holder whose Registrable Securities are included in a the Registration StatementStatement or other registration statement contemplated by this Agreement, suspend such Selling Holder’s use of any prospectus which is a part of such the Registration Statement or other registration statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such the Registration StatementStatement or other registration statement contemplated by this Agreement but may settle any previously made sales of Registrable Securities) if (i) the Partnership is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership determines in good faith that the Partnership’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Registration Statement or other registration statement or (ii) the Partnership has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the PartnershipPartnership and upon the advice of counsel, would materially and adversely affect the Partnership; provided, however, that in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to such the Registration Statement or other registration statement for a period that exceeds an aggregate of sixty (60) 60 days in any 180-day period or ninety (90) 105 days in any 365-day period, in each case, exclusive of days covered by any lock-up agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described above, the Partnership shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such the Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership Copano may, upon written notice to any Selling Holder whose Registrable Securities are included in a the Shelf Registration Statement, suspend such Selling Holder’s use of any prospectus which that is a part of such the Shelf Registration Statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such the Shelf Registration Statement) if (i) the Partnership Copano is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership Copano determines in good faith that the PartnershipCopano’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Shelf Registration Statement or (ii) the Partnership Copano has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the PartnershipCopano, would materially and adversely affect the PartnershipCopano; provided, however, that in no event shall the Selling Holders Purchasers be suspended from selling Registrable Securities pursuant to such Registration Statement for a period that exceeds exceeding an aggregate of sixty (60) days in any 180-day period or ninety (90) days (exclusive of days covered by any lock-up agreement executed by a Purchaser in connection with any Underwritten Offering by Copano or a Purchaser) in any 365-day period. Upon disclosure of such information or the termination of the condition described above, the Partnership Copano shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such the Shelf Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership may, upon written notice to any Selling Holder whose Registrable Securities are included in a the Shelf Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of such the Shelf Registration Statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such the Shelf Registration Statement) if (i) the Partnership is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership determines in good faith that the Partnership’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Shelf Registration Statement or (ii) the Partnership has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the Partnership, would materially and adversely affect the Partnership; provided, however, that in no event shall the Selling Holders Purchasers be suspended from selling Registrable Securities pursuant to such Registration Statement for a period that exceeds an aggregate of sixty (60) 30 days in any 18090-day period or ninety (90) 105 days in any 365-day period, in each case, exclusive of days covered by any lock-up agreement executed by a Purchaser in connection with any Underwritten Offering, the Purchasers will be entitled to receive Liquidated Damages from the Partnership as provided in Section 2.01(e) of this Agreement. Upon disclosure of such information or the termination of the condition described above, the Partnership shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such the Shelf Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership Copano may, upon written notice to any Selling Holder whose Registrable Securities are included in a the Shelf Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of such the Shelf Registration Statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such the Shelf Registration Statement) if (i) the Partnership Copano is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership Copano determines in good faith that the PartnershipCopano’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Shelf Registration Statement or (ii) the Partnership Copano has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the PartnershipCopano, would materially and adversely affect the PartnershipCopano; provided, however, that in no event shall the Selling Holders Purchasers be suspended from selling Registrable Securities pursuant to such Registration Statement for a period that exceeds exceeding an aggregate of sixty (60) days in any 180-day period or ninety (90) days in any 365-day period. Upon disclosure of such information or the termination of the condition described above, the Partnership Copano shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such the Shelf Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership TMC may, upon written notice to any Selling Holder whose Registrable Securities are included in a the Shelf Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of such the Shelf Registration Statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such the Shelf Registration Statement) if (i) the Partnership TMC is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership TMC determines in good faith that the PartnershipTMC’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Shelf Registration Statement or (ii) the Partnership TMC has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the PartnershipTMC, would materially and adversely affect the PartnershipTMC; provided, however, that in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to such the Shelf Registration Statement for a period that exceeds an aggregate of sixty (60) consecutive days in any 180-day period or an aggregate of ninety (90) days in any 365-day period. Upon disclosure of such information or the termination of the condition described above, the Partnership TMC shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such the Shelf Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership Company may, upon written notice to any Selling Holder whose Registrable Securities are included in a the Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of such the Registration Statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such the Registration Statement) if (i) the Partnership Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership determines Company’s independent directors determine in good faith that the PartnershipCompany’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Registration Statement or (ii) the Partnership Company has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the PartnershipCompany’s independent directors, would materially and adversely affect the PartnershipCompany; provided, however, that in no event shall the Selling Holders Registration Statement be suspended from selling Registrable Securities pursuant to such Registration Statement for a period that exceeds exceeding an aggregate of sixty (60) days in any 180-day period or ninety (90) 90 days in any 365-day period. Upon disclosure of such information or the termination of the condition described above, the Partnership Company shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such the Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership Company may, upon written notice to any Selling Holder whose Registrable Securities are included in a the Shelf Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of such the Shelf Registration Statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such the Shelf Registration Statement) if (i) the Partnership Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership Company determines in good faith that the PartnershipCompany’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Shelf Registration Statement or (ii) the Partnership Company has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the PartnershipCompany, would materially and adversely affect the PartnershipCompany; provided, however, that in no event shall the Selling Holders Caddo be suspended from selling Registrable Securities pursuant to such Registration Statement for a period that exceeds an aggregate of sixty (60) 30 days in any 18090-day period or ninety (90) 90 days in any 365-day period. Upon disclosure of such information or the termination of the condition described above, the Partnership Company shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such the Shelf Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership may, upon written notice to any Selling Holder whose Registrable Securities are included in a the Shelf Registration Statement, suspend such Selling Holder’s use of any prospectus which that is a part of such the Shelf Registration Statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such the Shelf Registration Statement, but such Selling Holder may settle any prior sales of Registrable Securities) if (i) the Partnership is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership determines in good faith that the Partnership’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Shelf Registration Statement or (ii) the Partnership has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the Partnership, would materially and adversely affect the Partnership; provided, however, that in no event shall the Selling Holders Purchasers be suspended from selling Registrable Securities pursuant to such Registration Statement for a period that exceeds an aggregate of sixty (60) 60 days in any 180-day period or ninety (90) 90 days in any 365-day period, in each case, exclusive of the days covered by any lock-up executed by a Purchaser in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described above, the Partnership shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such the Shelf Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership may, upon written notice to any a Selling Holder Investor whose Registrable Securities are included in a Registration Statementregistration statement contemplated by this Agreement, suspend such Selling HolderInvestor’s use of any prospectus which is a part of such Registration Statement the registration statement (in which event the Selling Holder Investor shall suspend discontinue sales of the Registrable Securities pursuant to the registration statement contemplated by this Agreement but may settle any sales of Registrable Securities made prior to such Registration Statementnotice) if (ia) the Partnership is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership determines in good faith that the Partnership’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such Registration Statement the registration statement or (iib) the Partnership has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the Partnership, would materially and adversely affect the Partnership; provided, however, that in no event shall the a Selling Holders Investor be suspended from selling Registrable Securities pursuant to such Registration Statement a registration statement for a period that exceeds an aggregate of sixty (60) 60 days in any 180-day period or ninety (90) 105 days in any 365-day period, in each case, exclusive of days covered by any lock-up agreement executed by the Selling Investor in connection with any underwritten offering. Upon disclosure of such information or the termination of the condition described above, the Partnership shall provide prompt notice to the Selling Holders Investor whose Registrable Securities are included in such the Registration StatementStatement or other registration statement contemplated by this Agreement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership CQP may, upon written notice Notice to any Selling Holder Participating Investor whose Registrable Securities are included in a the Shelf Registration Statement, suspend such Selling Holder’s Participating Investor's use of any prospectus which is a part of such the Shelf Registration Statement (in which event the Selling Holder Participating Investor shall suspend discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement other than the closing of sales already committed for prior to receipt of such Registration StatementNotice to suspend) if CQP (i) the Partnership is pursuing an a material acquisition, mergerdisposition, financing, reorganization, disposition recapitalization or other similar transaction and the Partnership determines in good faith that the Partnership’s its ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Shelf Registration Statement or related prospectus or (ii) the Partnership has experienced some other material non-public event, in the case of each of clauses (i) and (ii), the disclosure of which at such time, in the good faith judgment of the PartnershipCQP Board, would materially and adversely affect the PartnershipCQP; provided, however, that in no event shall the Selling Holders Participating Investors be suspended from selling Registrable Securities pursuant to such Registration Statement more than three times for a period that exceeds an aggregate total of sixty (60) days in any 180-day period or ninety (90) days in the aggregate in any 365-day periodperiod (exclusive of days covered by any lock-up agreement executed by a Participating Investor in connection with any Underwritten Offering by CQP or the Participating Investors). Upon disclosure of such information or the termination of the condition described above, the Partnership CQP shall provide prompt notice Notice to the Selling Holders Participating Investors whose Registrable Securities are included in such the Shelf Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement. CQP will pay all Registration Expenses incurred in connection with any such aborted registration.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership Company may delay the filing of a Shelf Registration Statement required by Section 2.1(a) and may, upon written notice to any Selling Holder Stockholder whose Registrable Securities are included in a the Shelf Registration Statement, suspend such Selling HolderStockholder’s use of any prospectus which is a part of such the Shelf Registration Statement (in which event the Selling Holder Stockholder shall suspend discontinue sales of the Registrable Securities pursuant to such the Shelf Registration Statement) ), in each case, for a reasonable period of time not in excess of 45 days, if the Board determines that such suspension is in the best interest of the Company and its stockholders generally due to (i) the Partnership is pursuing an a pending or proposed acquisition, merger, reorganization, disposition or other similar transaction and the Partnership Board determines in good faith that the PartnershipCompany’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Shelf Registration Statement or any related prospectus supplement or (ii) the Partnership Company has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the PartnershipBoard, would materially and adversely affect the PartnershipCompany; provided, however, that in no event shall the Selling Holders Stockholders be suspended from selling Registrable Securities pursuant to such the Shelf Registration Statement for a period that exceeds an aggregate of sixty (60) 90 days in any 180-day 12 month period (provided, further, that in no event shall a second delay or ninety (90) days in any 365-day periodsuspension hereunder be permitted prior to the effectiveness of the Shelf Registration Statement contemplated by Section 2.1(a)). Upon disclosure of such information or the termination of the condition described above, the Partnership Company shall provide prompt notice to the Selling Holders Stockholders whose Registrable Securities are included in such the Shelf Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership Copano may, upon written notice to any Selling Holder whose Registrable Securities are included in a the Shelf Registration Statement, suspend such Selling Holder’s use of any prospectus which that is a part of such the Shelf Registration Statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such the Shelf Registration Statement) if (i) the Partnership Copano is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership Copano determines in good faith that the PartnershipCopano’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Shelf Registration Statement or (ii) the Partnership Copano has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the PartnershipCopano, would materially and adversely affect the PartnershipCopano; provided, however, that in no event shall the any such Selling Holders Holder be suspended from selling Registrable Securities pursuant to such Registration Statement for a period that exceeds exceeding an aggregate of sixty (60) days in any 180-day period or ninety (90) days (exclusive of days covered by any lock-up agreement executed by such Selling Holder in connection with any Underwritten Offering by Copano or a Selling Holder) in any 365-day period. Upon disclosure of such information or the termination of the condition described above, the Partnership Copano shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such the Shelf Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership may, upon written notice to any Selling Holder whose Registrable Securities are included in a the Registration StatementStatement or other registration statement contemplated by this Agreement, suspend such Selling Holder’s use of any prospectus which is a part of such the Registration Statement or other registration statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such the Registration StatementStatement or other registration statement but may settle any previously made sales of Registrable Securities) if (i) the Partnership is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership determines in good faith that the Partnership’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Registration Statement or other registration statement; (ii) the Partnership has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the Partnership, would materially and adversely affect the PartnershipPartnership or (iii) the Partnership would be required to prepare and file any financial statements (other than those it customarily prepares or before it customarily files such financial statements); provided, however, that in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to such the Registration Statement or other registration statement for a period that exceeds an aggregate of sixty (60) 45 days in any 180-day period or ninety (90) 90 days in any 365-day period, in each case, exclusive of days covered by any lock-up agreement executed by an Investor in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described above, the Partnership shall provide prompt written notice to the Selling Holders whose Registrable Securities are included in such the Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained hereinin this Agreement, the Partnership K-Sea may, upon written notice to any Selling Holder whose Registrable Securities are included in a Shelf Registration Statement, suspend such Selling Holder’s use of any prospectus which that is a part of such Shelf Registration Statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such the Shelf Registration Statement) if (iA) the Partnership K-Sea is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership K-Sea determines in good faith that the PartnershipK-Sea’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Shelf Registration Statement or (iiB) the Partnership K-Sea has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the PartnershipK-Sea, would materially and adversely affect the PartnershipK-Sea; provided, however, that in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to such the Shelf Registration Statement for a period that exceeds an aggregate of sixty (60) days in any 180-day period or ninety (90) days (exclusive of days covered by any lock-up agreement executed by a Selling Holder in connection with any Underwritten Offering by K-Sea or a Selling Holder) in any 365-day period. Upon disclosure of such information or the termination of the condition conditions described above, the Partnership K-Sea shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such the Shelf Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership may, upon written notice to any Selling Holder whose Registrable Securities are included in a the Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of such the Registration Statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to the Registration Statement but may settle any such Registration Statementexisting sales) if (i) the Partnership is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership determines in good faith that the Partnership’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Registration Statement or (ii) the Partnership has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the Partnership, would materially and adversely affect the Partnership; provided, however, that in no event shall the Selling Holders Purchasers be suspended from selling Registrable Securities pursuant to such Registration Statement for a period that exceeds an aggregate of sixty (60) 30 days in any 18090-day period or ninety (90) 90 days in any 365-day period. Upon disclosure of such information or the termination of the condition described above, the Partnership shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such the Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership may, upon written notice to any Selling Holder whose Registrable Securities are included in a the Shelf Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of such the Shelf Registration Statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such the Shelf Registration Statement) if (i) the Partnership is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership determines in good faith that the Partnership’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Shelf Registration Statement or (ii) the Partnership has experienced some other material non-public event, the disclosure of which at such time, in the good faith judgment of the Partnership, would materially and adversely affect the Partnership; provided, however, that in no event shall the Selling Holders Purchasers be suspended from selling Registrable Securities pursuant to such Registration Statement for a period that exceeds an aggregate of sixty (60) 30 days in any 18090-day period or ninety (90) 90 days in any 365-day period, in each case, exclusive of days covered by any lock-up agreement executed by a Purchaser in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described above, the Partnership shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such the Shelf Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership TMC may, upon written notice to any Selling Holder whose Registrable Securities are included in a the Shelf Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of such the Shelf Registration Statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such the Shelf Registration Statement) if (i) the Partnership TMC is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership TMC determines in good faith that the PartnershipTMC’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Shelf Registration Statement or (ii) the Partnership TMC has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the PartnershipTMC, would materially and adversely affect the PartnershipTMC; provided, however, that in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to such the Shelf Registration Statement for a period that exceeds an aggregate of not more than sixty (60) consecutive days in any 180-day period or an aggregate of ninety (90) days in any 365-day period. Upon disclosure of such information or the termination of the condition described above, the Partnership TMC shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such the Shelf Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership may, upon written notice to any Selling Holder whose Registrable Securities are included in a the Registration StatementStatement or other registration statement contemplated by this Agreement, suspend such Selling Holder’s use of any prospectus which is a part of such the Registration Statement or other registration statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such the Registration StatementStatement or other registration statement contemplated by this Agreement but may settle any previously made sales of Registrable Securities) if (ia) the Partnership is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership determines in good faith that the Partnership’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Registration Statement or other registration statement or (iib) the Partnership has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the Partnership, would materially and adversely affect the Partnership; provided, however, that in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to such the Registration Statement or other registration statement for a period that exceeds an aggregate of sixty (60) 60 days in any 180-day period or ninety (90) 105 days in any 365-day period, in each case, exclusive of days covered by any lock-up agreement executed by a Selling Holder in connection with any underwritten offering. Upon disclosure of such information or the termination of the condition described above, the Partnership shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such the Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership HEP may, upon written notice to any Selling Holder whose Registrable Securities are included in a the Shelf Registration Statement, suspend such Selling Holder’s 's use of any prospectus which is a part of such the Shelf Registration Statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such the Shelf Registration Statement) if (i) the Partnership HEP is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership HEP determines in good faith that the Partnership’s HEP's ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Shelf Registration Statement or (ii) the Partnership HEP has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the PartnershipHEP, would materially and adversely affect the PartnershipHEP; provided, however, that in no event shall the Selling Holders Purchasers be suspended from selling Registrable Securities pursuant to such Registration Statement for a period that exceeds exceeding an aggregate of sixty 90 days (60exclusive of days covered by any lock-up agreement executed by a Purchaser in connection with any Underwritten Offering by HEP or a Purchaser) days in any 180-day period or ninety (90) days in any 365-day period. Upon disclosure of such information or the termination of the condition described above, the Partnership HEP shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such the Shelf Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership may, upon written notice to any Selling Holder whose Registrable Securities are included in a the Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of such the Registration Statement (in which event the Selling Holder Purchaser shall suspend discontinue sales of the Registrable Securities pursuant to such the Registration Statement) if (i) the Partnership is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership determines in good faith that the Partnership’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Registration Statement or (ii) the Partnership has experienced some other material non-public event, the disclosure of which at such time, in the good faith judgment of the Partnership, would materially and adversely affect the Partnership; provided, however, that in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to such Registration Statement for a period that exceeds an aggregate of sixty (60) 60 days in any 180-day period or ninety (90) 105 days in any 365-day period. Upon disclosure of such information or the termination of the condition described above, the Partnership shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such the Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership may, upon written notice to any Selling Holder whose Registrable Securities are included in a the Shelf Registration Statement, suspend such Selling Holder’s use of any prospectus which that is a part of such the Shelf Registration Statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such the Shelf Registration Statement) if (i) the Partnership is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership determines in good faith that the Partnership’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Shelf Registration Statement or (ii) the Partnership has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the Partnership, would materially and adversely affect the Partnership; provided, however, that in no event shall the Selling Holders Purchasers be suspended from selling Registrable Securities pursuant to such Registration Statement for a period that exceeds an aggregate of sixty (60) 60 days in any 180-day period or ninety (90) 90 days in any 365-day period, in each case, exclusive of days covered by any lock-up agreement executed by a Purchaser in connection with any Underwritten Offering. If, however, such suspension exceeds such periods, the Purchasers shall be entitled to receive Liquidated Damages from the Partnership as provided in Section 2.01(e). Upon disclosure of such information or the termination of the condition described above, the Partnership shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such the Shelf Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership Matador may, upon written notice to any Selling Holder whose Registrable Securities are included in a the Shelf Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of such the Shelf Registration Statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such the Shelf Registration Statement) if (i) the Partnership Matador is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership Matador determines in good faith that the PartnershipMatador’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Shelf Registration Statement or (ii) the Partnership Matador has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of the PartnershipMatador, would materially and adversely affect the Partnership; provided, however, that in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to such Registration Statement for a period that exceeds an aggregate of sixty (60) days in any 180-day period or ninety (90) days in any 365-day periodMatador. Upon disclosure of such information or the termination of the condition described above, the Partnership Matador shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such the Shelf Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement. In no event shall (A) the aggregate duration of any such suspension arising from an event described in clauses (i) or (ii) above exceed 60 days or (B) the aggregate duration of all such suspensions arising from events described in clauses (i) or (ii) above exceed 90 days in any 12-month period.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership may, upon written notice to any Selling each Holder whose of Registrable Securities are included in a Registration Statement, shall suspend such Selling Holder’s use of any prospectus which is a part of such the Registration Statement or other registration statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such the Registration StatementStatement or other registration statement contemplated by this Agreement but may settle any previously made sales of Registrable Securities) upon written notice from the Company to any Selling Holder whose Registrable Securities are included in the Registration Statement or other registration statement contemplated by this Agreement, if (ia) the Partnership Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership Company determines in good faith that the PartnershipCompany’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such the Registration Statement or other registration statement or (iib) the Partnership Company has experienced or is undertaking some other material non-public event, the disclosure of which at such time, in the good faith judgment of the PartnershipCompany, would materially and adversely affect the PartnershipCompany; provided, however, that in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to such the Registration Statement or other registration statement for a period that exceeds an aggregate of sixty (60) 60 days in any 180-day period or ninety (90) 105 days in any 365-day period, in each case, exclusive of days covered by any lock-up agreement executed by a Selling Holder in connection with any Underwritten Offering; and provided further that the Company shall not include any material, non-public information in any such notice. Upon disclosure of such information or the termination of the condition described above, the Partnership Company shall provide prompt notice of such termination (and not the reason therefor) to the Selling Holders whose Registrable Securities are included in such the Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement. If (i) the Selling Holders shall be prohibited from selling their Registrable Securities under the Registration Statement or other registration statement contemplated by this Agreement as a result of a suspension pursuant to the immediately preceding paragraph in excess of the periods permitted therein or (ii) the Registration Statement or other registration statement contemplated by this Agreement is filed and declared effective but, during the Effectiveness Period, shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 60 Business Days by a post-effective amendment thereto, a supplement to the prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or l5(d) of the Exchange Act, then, until the suspension is lifted or a post-effective amendment, supplement or report is filed with the Commission, but not including any day on which a suspension is lifted or such amendment, supplement or report is filed and declared effective, if applicable, the Company shall pay the Selling Holders an amount equal to the Liquidated Damages, following the earlier of, as applicable, (x) the date on which the suspension period exceeded the permitted period under the immediately preceding paragraph and (y) the sixty-first (61st) Business Day after the Registration Statement or other registration statement contemplated by this Agreement ceased to be effective or failed to be useable for its intended purposes, as liquidated damages and not as a penalty (for purposes of calculating Liquidated Damages, the date in (x) or (y) above shall be deemed the “90th day,” as used in the definition of Liquidated Damages). For purposes of this paragraph, a suspension shall be deemed lifted on the date that notice that the suspension has been terminated is delivered to each Selling Holder. Liquidated Damages pursuant to this paragraph also shall cease upon the Purchased Shares of such Holder becoming eligible for resale without restriction under any section of Rule 144 (or any similar provision then in effect) under the Securities Act, assuming that each Holder is not an Affiliate of the Company, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases. The foregoing Liquidated Damages shall be the sole and exclusive remedy of the Holders for any suspension period or of the registration statement ceasing to be effective or failing to be useable for its intended purposes as described in this Section 2.03.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership Company may delay the filing of a Shelf Registration Statement required by Section 2.1(a) and may, upon written notice to any Selling Holder whose Registrable Securities are included in a the Shelf Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of such the Shelf Registration Statement (in which event the Selling Holder shall suspend discontinue sales of the Registrable Securities pursuant to such the Shelf Registration Statement) if (i) the Partnership Company is pursuing an a financing, acquisition, merger, reorganization, disposition or other similar transaction or a material event or occurrence has occurred with respect to the Company that has not been disclosed to the public and (ii) the Partnership Company determines in good faith that the Partnership’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such Registration Statement or (ii) the Partnership has experienced some other material non-public event, the disclosure of which event at such time, in time would be detrimental to the good faith judgment Company or the holders of the Partnership, would materially and adversely affect the PartnershipCommon Stock; provided, however, that in no event shall will the Company’s obligation to file a Shelf Registration Statement pursuant to Section 2.1(a) or a Selling Holders Holder’s right to sell Registrable Securities be suspended from selling Registrable Securities pursuant to such Registration Statement for a period that exceeds an aggregate of sixty (60) days in any one hundred eighty (180-day period or ninety (90) days in any 365-day period. Upon disclosure of such information or the termination of the condition described above, the Partnership Company shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such the Shelf Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.