Common use of Purchase, Sale and Delivery of Firm Units Clause in Contracts

Purchase, Sale and Delivery of Firm Units. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Partnership and the Selling Unitholders agree, severally and not jointly, to sell to the Underwriters, and each such Underwriter agrees, severally and not jointly, (a) to purchase from the Partnership and the Selling Unitholders, at a purchase price of [$33.00] per unit, the number of Firm Units set forth opposite the name of such Underwriter in Schedule II hereto and (b) to purchase from the Partnership any additional number of Option Units which such Underwriter may become obligated to purchase pursuant to Section 3 hereof. Delivery of the Firm Units will be in book-entry form through the facilities of The Depository Trust Company, New York, New York ("DTC"). Delivery of the documents required by Section 7 hereof with respect to the Units shall be made at or prior to 11:00 a.m. on __________, 2002 at Xxxxxx & Xxxxxx LLP, 2300 First City Tower, 0000 Xxxxxx, Houston, Texas 77002-6760 or at such other place as may be agreed upon between you and the Partnership (the "Place of Closing"), or at such other time and date not later than five full business days thereafter as you and the Partnership may agree, such time and date of payment and delivery being herein called the "Closing Date." The Partnership will cause its transfer agent to deposit as original issue the Firm Units pursuant to the Full Fast Delivery Program of the DTC. It is understood that an Underwriter, individually, may (but shall not be obligated to) make payment on behalf of the other Underwriters whose funds shall not have been received prior to the Closing Date for Units to be purchased by such Underwriter. Any such payment by an Underwriter shall not relieve the other Underwriters of any of their obligations hereunder. It is understood that the Underwriters propose to offer the Units to the public upon the terms and conditions set forth in the Registration Statement hereinafter defined.

Purchase, Sale and Delivery of Firm Units. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Partnership agrees to sell 700,000 Firm Units to the Underwriter, and the Selling Unitholders agree, severally and not jointly, to sell to the Underwriters, and each such Underwriter agrees, severally and not jointly, (a) to purchase such 700,000 Firm Units from the Partnership and the Selling Unitholders, at a purchase price of [$33.00] 29.382 per unit, the number of Firm Units set forth opposite the name of such Underwriter in Schedule II hereto and (b) to purchase from the Partnership any additional number of Option Units which such Underwriter may become obligated to purchase pursuant to Section 3 hereofUnit. Delivery of the Firm Units will be in book-entry form through the facilities of The Depository Trust Company, New York, New York ("DTC"). Delivery of the documents required by Section 7 6 hereof with respect to the Units shall be made at or prior to 11:00 a.m. 9:00 a.m., New York City time, on __________March 5, 2002 2003 at Xxxxxx & Xxxxxxx Xxxxxxxx Xxxxxx LLP, 2300 First City Tower, 0000 Xxxxxx, HoustonXxxxx 0000, Texas 77002-6760 Xxxxxx Xxxx, XX 00000 or at such other place as may be agreed upon between you and the Partnership (the "Place of Closing"), or at such other time and date not later than five full business days thereafter as you and the Partnership may agree, such time and date of payment and delivery being herein called the "Closing Date." Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of the Underwriter hereunder. The Partnership will deliver the Firm Units to the Underwriter, against payment of the purchase price therefor in Federal (same day) Funds by wire transfer to an account at the bank specified by the Partnership. The Partnership will cause its transfer agent to deposit as original issue the Firm Units pursuant to the Full Fast Delivery Program of the DTC. It is understood that an Underwriter, individually, may (but shall not be obligated to) make payment on behalf of the other Underwriters whose funds shall not have been received prior to the Closing Date for Units to be purchased by such Underwriter. Any such payment by an Underwriter shall not relieve the other Underwriters of any of their obligations hereunder. It is understood that the Underwriters propose proposes to offer the Units to the public upon the terms and conditions set forth in the Registration Statement hereinafter defined.

Purchase, Sale and Delivery of Firm Units. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Partnership agrees to sell 1,100,444 Firm Units and the each Selling Unitholders agree, Unitholder agrees severally and not jointly, to sell the number of Firm Units opposite his or her or its name on Schedule II hereto to the Underwriters, and each such Underwriter agrees, severally and not jointly, (a) to purchase from the Partnership and the Selling Unitholders, at a purchase price of [$33.00] $ per unit, the number of Firm Units set forth opposite the name of such Underwriter in Schedule II I hereto and (b) to purchase from the Partnership any additional number of Option Units which such Underwriter may become obligated to purchase pursuant to Section 3 hereof. Delivery of the Firm Units will be in book-entry form through the facilities of The Depository Trust Company, New York, New York ("DTC"). Delivery of the documents required by Section 7 8 hereof with respect to the Units shall be made at or prior to 11:00 a.m. on __________, 2002 2004 at Xxxxxx & Xxxxxx LLP, 2300 First City Tower, 0000 Xxxxxx, HoustonXxxxxxx, Texas 77002Xxxxx 00000-6760 0000 or at such other place as may be agreed upon between you you, the Partnership and the Partnership Selling Unitholders (the "Place of Closing"), or at such other time and date not later than five full business days thereafter as you and the Partnership may agree, such time and date of payment and delivery being herein called the "Closing Date." The Partnership and the Custodian (as hereinafter defined) will deliver the Firm Units to the Underwriters, against payment of the purchase price therefor in Federal (same day) Funds by wire transfer to an account at the bank specified by the Partnership in the case of the Units being sold by the Partnership, or by the Custodian, in the case of the Units being sold by the Selling Unitholders. The Partnership will cause its transfer agent to deposit as original issue the Firm Units being sold by the Partnership hereunder pursuant to the Full Fast Delivery Program of the DTC. The Custodian will cause its transfer agent to deposit the Firm Units to be sold by the Selling Unitholders hereunder pursuant to the Full Fast Delivery Program of the DTC. It is understood that an Underwriter, individually, may (but shall not be obligated to) make payment on behalf of the other Underwriters whose funds shall not have been received prior to the Closing Date for Units to be purchased by such Underwriter. Any such payment by an Underwriter shall not relieve the other Underwriters of any of their obligations hereunder. It is understood that the Underwriters propose to offer the Units to the public upon the terms and conditions set forth in the Registration Statement hereinafter defined.

Purchase, Sale and Delivery of Firm Units. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Partnership and the Selling Unitholders agree, severally and not jointly, agrees to sell to the Underwriters, and each such Underwriter agrees, severally and not jointly, (a) to purchase from the Partnership and the Selling UnitholdersPartnership, at a purchase price of [$33.00$ ] per unit, the number of Firm Units set forth opposite the name of such Underwriter in Schedule II I hereto and (b) to purchase from the Partnership any additional number of Option Units which such Underwriter may become obligated to purchase pursuant to Section 3 hereof. Delivery of the Firm Units will be in book-entry form through the facilities of The Depository Trust Company, New York, New York ("DTC"). Delivery of the documents required by Section 7 6 hereof with respect to the Units shall be made at or prior to 11:00 a.m. on __________[ , 2002 2002] at Xxxxxx & Xxxxxx LLP, 2300 First City TowerXxxxx Xxxxx L.L.P., 0000 Xxxx Xxxxxx, HoustonSuite 600, Dallas, Texas 77002-6760 75201 or at such other place as may be agreed upon between you and the Partnership (the "Place of Closing"), or at such other time and date not later than five full business days thereafter as you and the Partnership may agree, such time and date of payment and delivery being herein called the "Closing Date." The Partnership will cause its transfer agent to deposit as original issue the Firm Units pursuant to the Full Fast Delivery Program of the DTC. It is understood that an Underwriter, individually, may (but shall not be obligated to) make payment on behalf of the other Underwriters whose funds shall not have been received prior to the Closing Date for Units to be purchased by such Underwriter. Any such payment by an Underwriter shall not relieve the other Underwriters of any of their obligations hereunder. It is understood that the Underwriters propose to offer the Units to the public upon the terms and conditions set forth in the Registration Statement hereinafter defined.

Purchase, Sale and Delivery of Firm Units. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Partnership agrees to sell the Firm Units to the Underwriter, and the Selling Unitholders agree, severally and not jointly, to sell to the Underwriters, and each such Underwriter agrees, severally and not jointly, agrees (a) to purchase from the Partnership and the Selling UnitholdersPartnership, at a purchase price of [$33.00] 50.54 per unit, the number of Firm Units set forth opposite the name of such Underwriter in Schedule II hereto and (b) to purchase from the Partnership any additional number of Option Units which such Underwriter may become obligated to purchase pursuant to Section 3 hereof. Delivery of the Firm Units will be in book-entry form through the facilities of The Depository Trust Company, New York, New York ("“DTC"”). Delivery of the documents required by Section 7 6 hereof with respect to the Units shall be made available at or prior to 11:00 a.m. 9:00 a.m., New York City time, on __________May 25, 2002 2007 at the office of Xxxxxx & Xxxxxx LLP, 2300 First City TowerL.L.P., 0000 Xxxxxx Xxxxxx, Houston0000 Xxxxx Xxxx Xxxxx, Texas 77002Xxxxxxx, XX 00000-6760 0000, or at such other place as may be agreed upon between you and the Partnership (the "“Place of Closing"”), or at such other time and date not later than five full business days thereafter as you and the Partnership may agree, such time and date of payment and delivery being herein called the "Closing “Initial Delivery Date." ” Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of the Underwriter hereunder. The Partnership will deliver the Firm Units to the Underwriter, against payment of the purchase price therefor in Federal (same day) Funds by wire transfer to an account at the bank specified by the Partnership. The Partnership will cause its transfer agent to deposit as original issue the Firm Units pursuant to the Full Fast Delivery Program of the DTC. It is understood that an Underwriter, individually, may (but shall not be obligated to) make payment on behalf of the other Underwriters whose funds shall not have been received prior to the Closing Date for Units to be purchased by such Underwriter. Any such payment by an Underwriter shall not relieve the other Underwriters of any of their obligations hereunder. It is understood that the Underwriters propose proposes to offer the Units to the public upon the terms and conditions set forth in the Registration Statement Prospectus hereinafter defined.

Purchase, Sale and Delivery of Firm Units. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Partnership and the Selling Unitholders agree, severally and not jointly, agrees to sell 5,000,000 Firm Units to the Underwriters, and each such Underwriter of the Underwriters agrees, severally and not jointly, (a) to purchase from the Partnership and the Selling UnitholdersPartnership, at a purchase price of [$33.00] 34.81 per unit, the number of Firm Units set forth opposite the name of such Underwriter in Schedule II I attached hereto and (b) to purchase from the Partnership any additional number of Option Units which such Underwriter may become obligated to purchase pursuant to Section 3 hereof. Delivery of the Firm Units will be in book-entry form through the facilities of The Depository Trust Company, New York, New York ("“DTC"”). Delivery of the documents required by Section 7 6 hereof with respect to the Units shall be made available at or prior to 11:00 a.m. 9:00 a.m., New York City time, on __________January 25, 2002 2010 at the office of Xxxxxx & Xxxxxx LLP, 2300 First City TowerL.L.P., 0000 Xxxxxx Xxxxxx, Houston0000 Xxxxx Xxxx Xxxxx, Texas 77002Xxxxxxx, XX 00000-6760 0000, or at such other place as may be agreed upon between you and the Partnership (the "“Place of Closing"”), or at such other time and date not later than five full business days thereafter as you and the Partnership may agree, such time and date of payment and delivery being herein called the "Closing “Initial Delivery Date." ” Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of the Underwriters hereunder. The Partnership will deliver the Firm Units to the Underwriters, against payment of the purchase price therefor in Federal (same day) Funds by wire transfer to an account at the bank specified by the Partnership. The Partnership will cause its transfer agent to deposit as original issue the Firm Units pursuant to the Full Fast Delivery Program of the DTC. It is understood that an Underwriter, individually, may (but shall not be obligated to) make payment on behalf of the other Underwriters whose funds shall not have been received prior to the Closing Date for Units to be purchased by such Underwriter. Any such payment by an Underwriter shall not relieve the other Underwriters of any of their obligations hereunder. It is understood that the Underwriters propose to offer the Units to the public upon the terms and conditions set forth in the Registration Statement Final Prospectus hereinafter defined.

Purchase, Sale and Delivery of Firm Units. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Partnership and the Selling Unitholders agree, severally and not jointly, agrees to sell to the Underwriters, and each such Underwriter agrees, severally and not jointly, (a) to purchase from the Partnership and the Selling UnitholdersPartnership, pro rata, at a purchase price of [$33.00] ___ per unitshare, the number of Firm Units set forth opposite the name of such Underwriter in Schedule II I hereto and (b) to purchase from the Partnership any additional number of Option Units which such Underwriter may become obligated to purchase pursuant to Section 3 hereof. Delivery of the Firm Units will be in book-entry form through the facilities of The Depository Trust Company, New York, New York ("DTC"). Delivery of the documents required by Section 7 6 hereof with respect to the Units shall be made at or prior to 11:00 a.m. on ______________, 2002 2001 at Xxxxxx & Xxxxxx LLP, 2300 First City Tower, 0000 Xxxxxx, Houston, Texas 77002-6760 or at such other place as may be agreed upon between you and the Partnership (the "Place of ClosingPLACE OF CLOSING"), or at such other time and date not later than five full business days thereafter as you and the Partnership may agree, such time and date of payment and delivery being herein called the "Closing DateCLOSING DATE." The Partnership will cause its transfer agent to deposit as original issue the Firm Units pursuant to the Full Fast Delivery Program of the DTC. It is understood that an Underwriter, individually, may (but shall not be obligated to) make payment on behalf of the other Underwriters whose funds shall not have been received prior to the Closing Date for Units to be purchased by such Underwriter. Any such payment by an Underwriter shall not relieve the other Underwriters of any of their obligations hereunder. It is understood that the Underwriters propose to offer the Units to the public upon the terms and conditions set forth in the Registration Statement hereinafter defined.

Purchase, Sale and Delivery of Firm Units. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Partnership and the Selling Unitholders agree, severally and not jointly, agrees to sell 2,900,000 Firm Units to the Underwriters, and each such Underwriter of the Underwriters agrees, severally and not jointly, (a) to purchase from the Partnership and the Selling UnitholdersPartnership, at a purchase price of [$33.00] $ per unit, the number of Firm Units set forth opposite the name of such Underwriter in Schedule II I attached hereto and (b) to purchase from the Partnership any additional number of Option Units which such Underwriter may become obligated to purchase pursuant to Section 3 hereof. Delivery of the Firm Units will be in book-entry form through the facilities of The Depository Trust Company, New York, New York ("“DTC"”). Delivery of the documents required by Section 7 6 hereof with respect to the Units shall be made available at or prior to 11:00 a.m. 9:00 a.m., New York City time, on __________, 2002 2006 at the office of Xxxxxx & Xxxxxx LLP, 2300 First City TowerL.L.P., 0000 Xxxxxx Xxxxxx, Houston0000 Xxxxx Xxxx Xxxxx, Texas 77002Xxxxxxx, XX 00000-6760 0000, or at such other place as may be agreed upon between you and the Partnership (the "“Place of Closing"”), or at such other time and date not later than five full business days thereafter as you and the Partnership may agree, such time and date of payment and delivery being herein called the "Closing “Initial Delivery Date." ” Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of the Underwriters hereunder. The Partnership will deliver the Firm Units to the Underwriters, against payment of the purchase price therefor in Federal (same day) Funds by wire transfer to an account at the bank specified by the Partnership. The Partnership will cause its transfer agent to deposit as original issue the Firm Units pursuant to the Full Fast Delivery Program of the DTC. It is understood that an Underwriter, individually, may (but shall not be obligated to) make payment on behalf of the other Underwriters whose funds shall not have been received prior to the Closing Delivery Date for Units to be purchased by such Underwriter. Any such payment by an Underwriter shall not relieve the other Underwriters of any of their obligations hereunder. It is understood that the Underwriters propose to offer the Units to the public upon the terms and conditions set forth in the Registration Statement Prospectus hereinafter defined.

Purchase, Sale and Delivery of Firm Units. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Partnership and the Selling Unitholders agree, severally and not jointly, agrees to sell to the Underwriters, and each such Underwriter agrees, severally and not jointly, (a) to purchase from the Partnership and the Selling UnitholdersPartnership, at a purchase price of [$33.00_____] per unit, the number of Firm Units set forth opposite the name of such Underwriter in Schedule II I hereto and (b) to purchase from the Partnership any additional number of Option Units which such Underwriter may become obligated to purchase pursuant to Section 3 hereof. Delivery of the Firm Units will be in book-entry form through the facilities of The Depository Trust Company, New York, New York ("DTC"). Delivery of the documents required by Section 7 6 hereof with respect to the Units shall be made at or prior to 11:00 a.m. on [___________, 2002 2002] at Xxxxxx & Xxxxxx LLP, 2300 First City Tower, 0000 Xxxxxx, Houston, Texas 77002-6760 or at such other place as may be agreed upon between you and the Partnership (the "Place of ClosingPLACE OF CLOSING"), or at such other time and date not later than five full business days thereafter as you and the Partnership may agree, such time and date of payment and delivery being herein called the "Closing DateCLOSING DATE." The Partnership will cause its transfer agent to deposit as original issue the Firm Units pursuant to the Full Fast Delivery Program of the DTC. It is understood that an Underwriter, individually, may (but shall not be obligated to) make payment on behalf of the other Underwriters whose funds shall not have been received prior to the Closing Date for Units to be purchased by such Underwriter. Any such payment by an Underwriter shall not relieve the other Underwriters of any of their obligations hereunder. It is understood that the Underwriters propose to offer the Units to the public upon the terms and conditions set forth in the Registration Statement hereinafter defined.

Purchase, Sale and Delivery of Firm Units. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Partnership and the Selling Unitholders agree, severally and not jointly, agrees to sell to the Underwriters, and each such Underwriter agrees, severally and not jointly, (a) to purchase from the Partnership and the Selling UnitholdersPartnership, at a purchase price of [$33.00] $ per unit, the number of Firm Units set forth opposite the name of such Underwriter in Schedule II I hereto and (b) to purchase from the Partnership any additional number of Option Units which such Underwriter may become obligated to purchase pursuant to Section 3 hereof. Delivery of the Firm Units will be in book-entry form through the facilities of The Depository Trust Company, New York, New York ("DTC"). Delivery of the documents required by Section 7 6 hereof with respect to the Units shall be made at or prior to 11:00 a.m. on __________, 2002 2003 at Xxxxxx Xxxxxxxx & Xxxxxx LLP, 2300 First City TowerL.L.P., 0000 Xxxxxxx Xxxxxx, HoustonXxxxx 0000, Texas 77002-6760 Xxxxxx, Xxxxx 00000 or at such other place as may be agreed upon between you and the Partnership (the "Place of Closing"), or at such other time and date not later than five full business days thereafter as you and the Partnership may agree, such time and date of payment and delivery being herein called the "Closing Date." The Partnership will cause its transfer agent to deposit as original issue the Firm Units pursuant to the Full Fast Delivery Program of the DTC. It is understood that an Underwriter, individually, may (but shall not be obligated to) make payment on behalf of the other Underwriters whose funds shall not have been received prior to the Closing Date for Units to be purchased by such Underwriter. Any such payment by an Underwriter shall not relieve the other Underwriters of any of their obligations hereunder. It is understood that the Underwriters propose to offer the Units to the public upon the terms and conditions set forth in the Registration Statement hereinafter defined.

Purchase, Sale and Delivery of Firm Units. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Partnership and the Selling Unitholders agree, severally and not jointly, agrees to sell 3,500,000 Firm Units to the Underwriters, and each such Underwriter of the Underwriters agrees, severally and not jointly, (a) to purchase from the Partnership and the Selling UnitholdersPartnership, at a purchase price of [$33.00] 26.6324 per unit, the number of Firm Units set forth opposite the name of such Underwriter in Schedule II I attached hereto and (b) to purchase from the Partnership any additional number of Option Units which such Underwriter may become obligated to purchase pursuant to Section 3 hereof. Delivery of the Firm Units will be in book-entry form through the facilities of The Depository Trust Company, New York, New York ("“DTC"”). Delivery of the documents required by Section 7 6 hereof with respect to the Units shall be made available at or prior to 11:00 a.m. 9:00 a.m., New York City time, on __________August 11, 2002 2009 at the office of Xxxxxx & Xxxxxx LLP, 2300 First City TowerL.L.P., 0000 Xxxxxx Xxxxxx, Houston0000 Xxxxx Xxxx Xxxxx, Texas 77002Xxxxxxx, XX 00000-6760 0000, or at such other place as may be agreed upon between you and the Partnership (the "“Place of Closing"”), or at such other time and date not later than five full business days thereafter as you and the Partnership may agree, such time and date of payment and delivery being herein called the "Closing “Initial Delivery Date." ” Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of the Underwriters hereunder. The Partnership will deliver the Firm Units to the Underwriters, against payment of the purchase price therefor in Federal (same day) Funds by wire transfer to an account at the bank specified by the Partnership. The Partnership will cause its transfer agent to deposit as original issue the Firm Units pursuant to the Full Fast Delivery Program of the DTC. It is understood that an Underwriter, individually, may (but shall not be obligated to) make payment on behalf of the other Underwriters whose funds shall not have been received prior to the Closing Date for Units to be purchased by such Underwriter. Any such payment by an Underwriter shall not relieve the other Underwriters of any of their obligations hereunder. It is understood that the Underwriters propose to offer the Units to the public upon the terms and conditions set forth in the Registration Statement Final Prospectus hereinafter defined.

Purchase, Sale and Delivery of Firm Units. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Partnership agrees to sell 1,750,000 Firm Units (3,500,000 post split) to the Underwriters, and each of the Selling Unitholders agreeUnderwriters agrees, severally and not jointly, to sell to the Underwriters, and each such Underwriter agrees, severally and not jointly, purchase 1,750,000 Firm Units (a3,500,000 post split) to purchase from the Partnership and the Selling Unitholders, at a purchase price of [$33.00] 46.21 per unit, Unit ($23.105 per Unit post split) and the number of such Firm Units set forth opposite the name same of such Underwriter in Schedule II hereto and (b) to purchase from the Partnership any additional number of Option Units which such Underwriter may become obligated to purchase pursuant to Section 3 hereof1 hereto. Delivery of the Firm Units will be in book-entry form through the facilities of The Depository Trust Company, New York, New York ("“DTC"”). Delivery of the documents required by Section 7 6 hereof with respect to the Units shall be made at or prior to 11:00 a.m. 9:00 a.m., New York City time, on __________January 14, 2002 2004 at the office of Xxxxxx & Xxxxxx LLP, 2300 First City TowerL.L.P., 0000 Xxxxxx Xxxxxx, Houston0000 Xxxxx Xxxx Xxxxx, Texas 77002Xxxxxxx, XX 00000-6760 0000, or at such other place as may be agreed upon between you and the Partnership (the "“Place of Closing"”), or at such other time and date not later than five full business days thereafter as you and the Partnership may agree, such time and date of payment and delivery being herein called the "“Closing Date." ” Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of the Underwriters hereunder. The Partnership will deliver the Firm Units to the Underwriters, against payment of the purchase price therefor in Federal (same day) Funds by wire transfer to an account at the bank specified by the Partnership. The Partnership will cause its transfer agent to deposit as original issue the Firm Units pursuant to the Full Fast Delivery Program of the DTC. It is understood that an Underwriter, individually, may (but shall not be obligated to) make payment on behalf of the other Underwriters whose funds shall not have been received prior to the Closing Date for Units to be purchased by such Underwriter. Any such payment by an Underwriter shall not relieve the other Underwriters of any of their obligations hereunder. It is understood that the Underwriters propose to offer the Units to the public upon the terms and conditions set forth in the Registration Statement Prospectus hereinafter defined.

Purchase, Sale and Delivery of Firm Units. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Partnership and the Selling Unitholders agree, severally and not jointly, agrees to sell to the Underwriters, and each such Underwriter agrees, severally and not jointly, (a) to purchase from the Partnership and the Selling UnitholdersPartnership, at a purchase price of [$33.00] 19.065 per unit, the number of Firm Units set forth opposite the name of such Underwriter in Schedule II I hereto and (b) to purchase from the Partnership any additional number of Option Units which such Underwriter may become obligated to purchase pursuant to Section 3 hereof. Delivery of the Firm Units will be in book-entry form through the facilities of The Depository Trust Company, New York, New York ("DTC"). Delivery of the documents required by Section 7 6 hereof with respect to the Units shall be made at or prior to 11:00 a.m. on __________May 24, 2002 at Xxxxxx & Xxxxxx LLP, 2300 First City Tower, 0000 Xxxxxx, Houston, Texas 77002-6760 or at such other place as may be agreed upon between you and the Partnership (the "Place of ClosingPLACE OF CLOSING"), or at such other time and date not later than five full business days thereafter as you and the Partnership may agree, such time and date of payment and delivery being herein called the "Closing DateCLOSING DATE." The Partnership will cause its transfer agent to deposit as original issue the Firm Units pursuant to the Full Fast Delivery Program of the DTC. It is understood that an Underwriter, individually, may (but shall not be obligated to) make payment on behalf of the other Underwriters whose funds shall not have been received prior to the Closing Date for Units to be purchased by such Underwriter. Any such payment by an Underwriter shall not relieve the other Underwriters of any of their obligations hereunder. It is understood that the Underwriters propose to offer the Units to the public upon the terms and conditions set forth in the Registration Statement hereinafter defined.

Purchase, Sale and Delivery of Firm Units. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Partnership agrees to sell 3,000,000 Firm Units to the Underwriter, and the Selling Unitholders agree, severally and not jointly, to sell to the Underwriters, and each such Underwriter agrees, severally and not jointly, agrees (a) to purchase from the Partnership and the Selling UnitholdersPartnership, at a purchase price of [$33.00] 30.37 per unit, the number of 3,000,000 Firm Units set forth opposite the name of such Underwriter in Schedule II hereto and (b) to purchase from the Partnership any additional number of Option Units which such Underwriter may become obligated to purchase pursuant to Section 3 hereof. Delivery of the Firm Units will be in book-entry form through the facilities of The Depository Trust Company, New York, New York ("“DTC"”). Delivery of the documents required by Section 7 6 hereof with respect to the Units shall be made available at or prior to 11:00 a.m. 9:00 a.m., New York City time, on __________February 27, 2002 2007 at the office of Xxxxxx & Xxxxxx LLP, 2300 First City TowerL.L.P., 0000 Xxxxxx Xxxxxx, Houston0000 Xxxxx Xxxx Xxxxx, Texas 77002Xxxxxxx, XX 00000-6760 0000, or at such other place as may be agreed upon between you and the Partnership (the "“Place of Closing"”), or at such other time and date not later than five full business days thereafter as you and the Partnership may agree, such time and date of payment and delivery being herein called the "Closing “Initial Delivery Date." ” Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of the Underwriter hereunder. The Partnership will deliver the Firm Units to the Underwriter, against payment of the purchase price therefor in Federal (same day) Funds by wire transfer to an account at the bank specified by the Partnership. The Partnership will cause its transfer agent to deposit as original issue the Firm Units pursuant to the Full Fast Delivery Program of the DTC. It is understood that an Underwriter, individually, may (but shall not be obligated to) make payment on behalf of the other Underwriters whose funds shall not have been received prior to the Closing Date for Units to be purchased by such Underwriter. Any such payment by an Underwriter shall not relieve the other Underwriters of any of their obligations hereunder. It is understood that the Underwriters propose to offer the Units to the public upon the terms and conditions set forth in the Registration Statement Final Prospectus hereinafter defined.

Purchase, Sale and Delivery of Firm Units. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Partnership and the Selling Unitholders agree, severally and not jointly, agrees to sell 6,500,000 Firm Units to the Underwriters, and each such Underwriter of the Underwriters agrees, severally and not jointly, (a) to purchase from the Partnership and the Selling UnitholdersPartnership, at a purchase price of [$33.00] 27.744 per unit, the number of Firm Units set forth opposite the name of such Underwriter in Schedule II I attached hereto and (b) to purchase from the Partnership any additional number of Option Units which such Underwriter may become obligated to purchase pursuant to Section 3 hereof. Delivery of the Firm Units will be in book-entry form through the facilities of The Depository Trust Company, New York, New York ("“DTC"”). Delivery of the documents required by Section 7 6 hereof with respect to the Units shall be made available at or prior to 11:00 a.m. 10:00 a.m., New York City time, on __________September 20, 2002 2005 at the office of Xxxxxx & Xxxxxx LLP, 2300 First City TowerL.L.P., 0000 Xxxxxx Xxxxxx, Houston0000 Xxxxx Xxxx Xxxxx, Texas 77002Xxxxxxx, XX 00000-6760 0000, or at such other place as may be agreed upon between you and the Partnership (the "“Place of Closing"”), or at such other time and date not later than five full business days thereafter as you and the Partnership may agree, such time and date of payment and delivery being herein called the "“Closing Date." ” Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of the Underwriters hereunder. The Partnership will deliver the Firm Units to the Underwriters, against payment of the purchase price therefor in Federal (same day) Funds by wire transfer to an account at the bank specified by the Partnership. The Partnership will cause its transfer agent to deposit as original issue the Firm Units pursuant to the Full Fast Delivery Program of the DTC. It is understood that an Underwriter, individually, may (but shall not be obligated to) make payment on behalf of the other Underwriters whose funds shall not have been received prior to the Closing Date for Units to be purchased by such Underwriter. Any such payment by an Underwriter shall not relieve the other Underwriters of any of their obligations hereunder. It is understood that the Underwriters propose to offer the Units to the public upon the terms and conditions set forth in the Registration Statement Prospectus hereinafter defined.

Purchase, Sale and Delivery of Firm Units. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Partnership and the Selling Unitholders agree, severally and not jointly, agrees to sell 4,400,000 Firm Units to the Underwriters, and each such Underwriter of the Underwriters agrees, severally and not jointly, (a) to purchase from the Partnership and the Selling UnitholdersPartnership, at a purchase price of [$33.00] 27.576 per unit, the number of Firm Units set forth opposite the name of such Underwriter in Schedule II I attached hereto and (b) to purchase from the Partnership any additional number of Option Units which such Underwriter may become obligated to purchase pursuant to Section 3 hereof. Delivery of the Firm Units will be in book-entry form through the facilities of The Depository Trust Company, New York, New York ("“DTC"”). Delivery of the documents required by Section 7 6 hereof with respect to the Units shall be made available at or prior to 11:00 a.m. 9:00 a.m., New York City time, on __________December 22, 2002 2004 at the office of Xxxxxx & Xxxxxx LLP, 2300 First City TowerL.L.P., 0000 Xxxxxx Xxxxxx, Houston0000 Xxxxx Xxxx Xxxxx, Texas 77002Xxxxxxx, XX 00000-6760 0000, or at such other place as may be agreed upon between you and the Partnership (the "“Place of Closing"”), or at such other time and date not later than five full business days thereafter as you and the Partnership may agree, such time and date of payment and delivery being herein called the "“Closing Date." ” Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of the Underwriters hereunder. The Partnership will deliver the Firm Units to the Underwriters, against payment of the purchase price therefor in Federal (same day) Funds by wire transfer to an account at the bank specified by the Partnership. The Partnership will cause its transfer agent to deposit as original issue the Firm Units pursuant to the Full Fast Delivery Program of the DTC. It is understood that an Underwriter, individually, may (but shall not be obligated to) make payment on behalf of the other Underwriters whose funds shall not have been received prior to the Closing Date for Units to be purchased by such Underwriter. Any such payment by an Underwriter shall not relieve the other Underwriters of any of their obligations hereunder. It is understood that the Underwriters propose to offer the Units to the public upon the terms and conditions set forth in the Registration Statement Prospectus hereinafter defined.

Purchase, Sale and Delivery of Firm Units. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Partnership and the Selling Unitholders agree, severally and not jointly, agrees to sell to the Underwriters, and each such Underwriter agrees, severally and not jointly, (a) to purchase from the Partnership and the Selling UnitholdersPartnership, at a purchase price of [$33.00[ ] per unit, the number of Firm Units set forth opposite the name of such Underwriter in Schedule II I hereto and (b) to purchase from the Partnership any additional number of Option Units which such Underwriter may become obligated to purchase pursuant to Section 3 hereof. Delivery of the Firm Units will be in book-entry form through the facilities of The Depository Trust Company, New York, New York ("DTC"). Delivery of the documents required by Section 7 6 hereof with respect to the Units shall be made at or prior to 11:00 a.m. on __________[ ], 2002 2005 at the offices of Xxxxxx & Xxxxxx LLPL.L.P., 2300 First City Tower, 0000 Xxxxxx, Houston, Texas 77002-6760 or at such other place as may be agreed upon between you X.X. Xxxxxxx & Sons, Inc. and the Partnership (the "Place of Closing"), or at such other time and date not later than five full business days thereafter as you X.X. Xxxxxxx & Sons, Inc. and the Partnership may agree, such time and date of payment and delivery being herein called the "Closing Date." The Partnership will cause its transfer agent to deposit as original issue the Firm Units pursuant to the Full Fast Delivery Program of the DTC. It is understood that an Underwriter, individually, may (but shall not be obligated to) make payment on behalf of the other Underwriters whose funds shall not have been received prior to the Closing Date for Units to be purchased by such Underwriter. Any such payment by an Underwriter shall not relieve the other Underwriters of any of their obligations hereunder. It is understood that the Underwriters propose to offer the Units to the public upon the terms and conditions set forth in the Registration Statement hereinafter defined.

Purchase, Sale and Delivery of Firm Units. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Partnership and the Selling Unitholders agree, severally and not jointly, agrees to sell 3,400,000 Firm Units to the Underwriters, and each such Underwriter of the Underwriters agrees, severally and not jointly, (a) to purchase from the Partnership and the Selling UnitholdersPartnership, at a purchase price of [$33.00] ______ per unit, the number of Firm Units set forth opposite the name of such Underwriter in Schedule II I attached hereto and (b) to purchase from the Partnership any additional number of Option Units which such Underwriter may become obligated to purchase pursuant to Section 3 hereof. Delivery of the Firm Units will be in book-entry form through the facilities of The Depository Trust Company, New York, New York ("“DTC"”). Delivery of the documents required by Section 7 6 hereof with respect to the Units shall be made available at or prior to 11:00 a.m. 9:00 a.m., New York City time, on __________, 2002 2005 at the office of Xxxxxx & Xxxxxx LLP, 2300 First City TowerL.L.P., 0000 Xxxxxx Xxxxxx, Houston0000 Xxxxx Xxxx Xxxxx, Texas 77002Xxxxxxx, XX 00000-6760 0000, or at such other place as may be agreed upon between you and the Partnership (the "“Place of Closing"”), or at such other time and date not later than five full business days thereafter as you and the Partnership may agree, such time and date of payment and delivery being herein called the "“Closing Date." ” Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of the Underwriters hereunder. The Partnership will deliver the Firm Units to the Underwriters, against payment of the purchase price therefor in Federal (same day) Funds by wire transfer to an account at the bank specified by the Partnership. The Partnership will cause its transfer agent to deposit as original issue the Firm Units pursuant to the Full Fast Delivery Program of the DTC. It is understood that an Underwriter, individually, may (but shall not be obligated to) make payment on behalf of the other Underwriters whose funds shall not have been received prior to the Closing Date for Units to be purchased by such Underwriter. Any such payment by an Underwriter shall not relieve the other Underwriters of any of their obligations hereunder. It is understood that the Underwriters propose to offer the Units to the public upon the terms and conditions set forth in the Registration Statement Prospectus hereinafter defined.

Purchase, Sale and Delivery of Firm Units. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Partnership and the Selling Unitholders agree, severally and not jointly, agrees to sell 3,750,000 Firm Units to the Underwriters, and each such Underwriter of the Underwriters agrees, severally and not jointly, (a) to purchase from the Partnership and the Selling UnitholdersPartnership, at a purchase price of [$33.00] 24.90 per unit, the number of Firm Units set forth opposite the name of such Underwriter in Schedule II I attached hereto and (b) to purchase from the Partnership any additional number of Option Units which such Underwriter may become obligated to purchase pursuant to Section 3 hereof. Delivery of the Firm Units will be in book-entry form through the facilities of The Depository Trust Company, New York, New York ("“DTC"”). Delivery of the documents required by Section 7 6 hereof with respect to the Units shall be made available at or prior to 11:00 a.m. 9:00 a.m., New York City time, on __________June 28, 2002 2006 at the office of Xxxxxx & Xxxxxx LLP, 2300 First City TowerL.L.P., 0000 Xxxxxx Xxxxxx, Houston0000 Xxxxx Xxxx Xxxxx, Texas 77002Xxxxxxx, XX 00000-6760 0000, or at such other place as may be agreed upon between you and the Partnership (the "“Place of Closing"”), or at such other time and date not later than five full business days thereafter as you and the Partnership may agree, such time and date of payment and delivery being herein called the "Closing “Initial Delivery Date." ” Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of the Underwriters hereunder. The Partnership will deliver the Firm Units to the Underwriters, against payment of the purchase price therefor in Federal (same day) Funds by wire transfer to an account at the bank specified by the Partnership. The Partnership will cause its transfer agent to deposit as original issue the Firm Units pursuant to the Full Fast Delivery Program of the DTC. It is understood that an Underwriter, individually, may (but shall not be obligated to) make payment on behalf of the other Underwriters whose funds shall not have been received prior to the Closing Delivery Date for Units to be purchased by such Underwriter. Any such payment by an Underwriter shall not relieve the other Underwriters of any of their obligations hereunder. It is understood that the Underwriters propose to offer the Units to the public upon the terms and conditions set forth in the Registration Statement Final Prospectus hereinafter defined.