Common use of Delay Rights Clause in Contracts

Delay Rights. Notwithstanding anything to the contrary contained herein, MarkWest 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), for a period not to exceed an aggregate of 60 days in any 180-day period and not to exceed an aggregate of 90 days in any 365-day period, if (i) MarkWest is pursuing a material acquisition, merger, reorganization, disposition or other similar transaction and MarkWest determines in good faith that MarkWest’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) MarkWest has experienced some other material non-public event the disclosure of which at such time, in the good faith judgment of MarkWest, would materially adversely affect MarkWest. Upon disclosure of such information or the termination of the condition described above, MarkWest shall provide prompt written 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, MarkWest 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), for a period not to exceed an aggregate of 60 days in any 180-day period and not to exceed an aggregate of 90 days in any 365-day period, if (i) MarkWest is pursuing a material acquisition, merger, reorganization, disposition or other similar transaction and MarkWest determines in good faith that MarkWest’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) MarkWest has experienced some other material non-public event the disclosure of which at such time, in the good faith judgment of MarkWest, would materially adversely affect MarkWest. Upon disclosure of such information or the termination of the condition described above, MarkWest shall provide prompt written 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, MarkWest the Partnership may, upon written notice to any Selling Holder whose Registrable Securities are included in the Shelf Registration StatementStatement or other registration statement contemplated by this Agreement, suspend such Selling Holder’s use of any prospectus which is a part of the Shelf Registration Statement or other registration statement (in which event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement), for a period not to exceed an aggregate Statement or other registration statement contemplated by this Agreement but may settle any previously made sales of 60 days in any 180-day period and not to exceed an aggregate of 90 days in any 365-day period, Registrable Securities) if (i) MarkWest the Partnership is pursuing a material an acquisition, merger, reorganization, disposition or other similar transaction and MarkWest the Partnership determines in good faith that MarkWestthe Partnership’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 other registration statement or (ii) MarkWest the Partnership has experienced some other material non-public event the disclosure of which at such time, in the good faith judgment of MarkWestthe Partnership, would materially adversely affect MarkWestthe Partnership; provided, however, in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to the Registration Statement or other registration statement for a period that exceeds an aggregate of 60 days in any 180-day period or 105 days in any 365-day period. Upon disclosure of such information or the termination of the condition described above, MarkWest the Partnership shall provide prompt written 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 reasonable actions to permit registered sales of Registrable Securities as contemplated in this Agreement.