Common use of Delay Rights Clause in Contracts

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

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

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

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

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

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

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