Common use of Binding Effect; Benefit of Agreement; Assignment Clause in Contracts

Binding Effect; Benefit of Agreement; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Absent the written consent of each party hereto and, this Agreement may not be assigned by either party. Notwithstanding the foregoing, the General Partner may assign this Agreement, and the Partnership Interests represented hereby, to (i) an entity which, directly or indirectly, wholly owns or is wholly owned by the General Partner, (ii) any entity wholly owned by any entity which wholly owns the General Partner or (iii) a transferee of the GP Units under Section 11.1 of the Partnership Agreement; provided that, any such transferee must be admitted to the Partnership as an additional or successor general partner of the Partnership. For so long as the Executive Employment Agreement, dated as of December 15, 2004, between the General Partner, Holdco and Buckeye Pipe Line Services Company is in effect, the General Partner may not assign this Agreement without the prior written consent of the Trustee of the ESOP, which consent will not be unreasonably withheld.