Exhibit 4.2
REGISTRATION RIGHTS AGREEMENT
JUNE 29, 2006
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REGISTRATION RIGHTS AGREEMENT
TABLE OF CONTENTS
Page
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ARTICLE 1
DEFINED TERMS
ARTICLE 2
REGISTRATION RIGHTS
2.1 Piggyback Registration............................................ 8
2.2 Underwritten Offerings............................................ 9
2.3 Postponements..................................................... 10
ARTICLE 3
REGISTRATION PROCEDURES
3.1 Obligations of the MLP............................................ 10
3.2 Seller Information................................................ 15
3.3 Notice to Discontinue............................................. 15
ARTICLE 4
REGISTRATION EXPENSES
ARTICLE 5
FREE WRITING PROSPECTUS
ARTICLE 6
INDEMNIFICATION
6.1 Indemnification by the MLP........................................ 16
6.2 Indemnification by Holders........................................ 17
6.3 Conduct of Indemnification Proceedings............................ 17
6.4 Contribution...................................................... 18
6.5 Other Indemnification............................................. 19
6.6 Indemnification Payments.......................................... 19
ARTICLE 7
COMPLIANCE WITH RULE 144
ARTICLE 8
MISCELLANEOUS
8.1 Notices........................................................... 19
8.2 Assignment of Rights.............................................. 20
8.3 Limitation of Rights.............................................. 20
8.4 Recapitalization, Exchanges, etc. Affecting the Units............. 20
8.5 Specific Performance.............................................. 21
8.6 Counterparts...................................................... 21
8.7 Headings.......................................................... 21
8.8 Governing Law..................................................... 21
8.9 Severability of Provisions........................................ 21
8.10 Entire Agreement.................................................. 21
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8.11 Amendment......................................................... 21
8.12 No Presumption.................................................... 21
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REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into on
the 29th day of June, 2006 (the "Effective Date"), by and among Xxxxx Holding
LP, a [Texas] limited partnership ("Xxxxx"), Legacy Reserves LP, a Delaware
limited partnership (the "MLP"), and Legacy Reserves GP, LLC, a Delaware limited
liability company (the "General Partner"), for itself and on behalf of the MLP
in its capacity as general partner. The above-named entities are sometimes
referred to in this Agreement each as a "Party" and collectively as the
"Parties." Terms that are capitalized but not defined shall have the meanings
assigned to such terms in Article 1 hereof.
RECITALS
WHEREAS, on March 15, 2006, the MLP completed a private placement
(the "Private Placement") of units representing limited partner interests
in the MLP ("Units") to the purchasers (the "Investors") identified in the
purchase/placement agreement dated March 6, 2006 between the MLP and
Friedman, Billings, Xxxxxx & Co., Inc. ("FBR") (the "Placement
Agreement"); and
WHEREAS, pursuant to the Placement Agreement and as an inducement to
the Investors to purchase the Units in the Private Placement, the MLP and
the General Partner entered into a Registration Rights Agreement with the
Investors (the "Investors Registration Rights Agreement") providing
registration rights to the Investors as more particularly provided
therein; and
WHEREAS, the MLP and the General Partner entered into a registration
rights agreement dated March 15, 2006 ( the "Founders Registration Rights
Agreement") with the other parties thereto (the ""Founders") providing
registration rights to the Founders as more particularly provided therein;
and
WHEREAS, pursuant to the Investors Registration Rights Agreement on
May 12, 2006 the MLP filed with the Commission two registration statements
on Form S-1, one each for the Investors and FBR (the "FBR Registration
Statement"); and
WHEREAS, Legacy Reserves Operating LP, a Delaware limited
partnership and subsidiary of the MLP ("Operating") and Xxxxx have entered
into a purchase and sale agreement (the "Purchase Agreement") dated June
13, 2006; and
WHEREAS, the Purchase Agreement contemplates that Units will be
issued to Xxxxx ("Purchase Price Units") as partial consideration for the
Purchase Price (as such term is defined in the Purchase Agreement) and
that the parties hereto will execute this Agreement to more fully set
forth the registration rights of Xxxxx.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties hereby agree as
follows:
ARTICLE 1
DEFINED TERMS. When used in this Agreement, the following terms shall have the
respective meanings set forth below:
"Affiliate" has the meaning specified in Rule 12b-2 under the Exchange
Act. The term "Affiliates" has a correlative meaning.
"Agent" is defined in Section 6.1.
"Agreement" is defined in the introductory paragraph of this Agreement.
"Blackout Notice" is defined in Section 2.3.
"Blackout Period" is defined in Section 2.3.
"Board" means the board of directors of the General Partner.
"Business Day" means with respect to any act to be performed hereunder,
each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which
banking institutions in New York, New York or other applicable places where such
act is to occur are authorized or obligated by applicable law, regulation or
executive order to close.
"Claims" is defined in Section 6.1.
"Commission" means the Securities and Exchange Commission.
"Effective Date" is defined in the introductory paragraph of this
Agreement.
"Exchange Act" means the Securities Exchange Act of 1934, as amended, and
the rules and regulations of the Commission promulgated thereunder.
"FBR Registration Statement" is defined in the Recitals to this Agreement.
"Free Writing Prospectus" means a free writing prospectus, as defined in
Rule 405 under the Securities Act.
"Founders" is defined in the Recitals to this Agreement.
"Founders Registration Rights Agreement" is defined in the Recitals to
this Agreement.
"General Partner" is defined in the introductory paragraph of this
Agreement.
"Xxxxx" is defined in the introductory paragraph of this Agreement.
"Holders" means each of (i) Xxxxx for so long as it owns any Registrable
Securities and (ii) Henry's Permitted Transferees and (iii) their respective
heirs, successors and permitted assigns who acquire or are otherwise the
transferee of the Registrable Securities, directly or indirectly from Xxxxx (or
any subsequent Holder), for so long as such Permitted Transferee, heir,
successor and permitted assign owns any Registrable Securities.
"Initial Public Offering" means the closing of an initial offering and
sale of Units to the public by the MLP or any selling unitholders pursuant to a
Registration Statement generating
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aggregate gross proceeds to the MLP and such selling unitholders of not less
than $20 million and following which the Units are listed or admitted to trading
on a National Securities Exchange.
"Inspector" and "Inspectors" are defined in Section 3.1(g).
"Investors" is defined in the Recitals to this Agreement.
"Investors Registration Rights Agreement" is defined in the Recitals to
this Agreement.
"Issuer Free Writing Prospectus" means an issuer free writing prospectus,
as defined in Rule 433 under the Securities Act.
"Majority Holders of the Registration" means with respect to a particular
registration, one or more holders of securities who would hold a majority of the
securities to be included in such registration.
"Market Price" means the price of the Units sold in the Private Placement.
"Market Value" of any Units means the amount determined by multiplying the
number of Units for which such determination is being made by the Market Price.
"MLP" is defined in the introductory paragraph of this Agreement.
"National Securities Exchange" means an exchange registered with the
Commission under Section 6(a) of the Securities Exchange Act of 1934, as
amended, supplemented or restated from time to time, and any successor to such
statute, or the Nasdaq National Market or any successor thereto.
"Operating" is defined in the Recitals to this Agreement.
"Partnership Group" means the MLP, the General Partner, Operating, and
Legacy Operating GP, LLC, a Delaware limited liability company.
"Party" and "Parties" are defined in the introductory paragraph of this
Agreement.
"Permitted Free Writing Prospectus" is defined in Article 5.
"Permitted Transferees" is defined in Section 8.2.
"Person" means any individual, corporation, company, voluntary
association, partnership, joint venture, trust, limited liability company,
unincorporated organization, government or any agency, instrumentality or
political subdivision thereof, or any other form of entity.
"Piggyback Registration" is defined in Section 2.1.1.
"Piggyback Registration Statement" means a Registration Statement of the
MLP which covers the Registrable Securities requested to be included therein
pursuant to the provisions of Section 2.1.
"Placement Agreement" is defined in the Recitals to this Agreement.
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"Private Placement" is defined in the Recitals to this Agreement.
"Prospectus" means the prospectus included in the Registration Statement
at each such time as the Registration Statement is filed with the Commission and
at the time such Registration Statement is declared effective, as amended or
supplemented by any prospectus supplement and by all other amendments thereof,
including post-effective amendments, and all material incorporated by reference
into such Prospectus.
"Purchase Agreement" is defined in the Recitals to this Agreement.
"Purchase Price" is defined in the Purchase Agreement.
"Purchase Price Units" is defined in the Recitals to this Agreement.
"Registration Expenses" is defined in Article 4 of this Agreement.
"Registrable Securities" means (i) the Purchase Price Units beneficially
owned by Xxxxx, (ii) the Purchase Price Units beneficially owned by the
Permitted Transferees and (iii) any other securities of the MLP (or successor or
assign of the MLP, whether by merger, consolidation, sale of assets or
otherwise) which may be issued or issuable with respect to, in exchange for, or
in substitution of, any Purchase Price Units referenced in clauses (i) and (ii)
whether by reason of any dividend or split, combination of securities, merger,
consolidation, recapitalization, reclassification, reorganization, sale of
assets or similar transaction. As to any particular Registrable Securities, such
securities shall cease to be Registrable Securities when (A) a Registration
Statement with respect to the sale of such securities shall have been declared
effective under the Securities Act and such securities shall have been disposed
of in accordance with such Registration Statement, (B) such securities are sold
pursuant to Rule 144 (or any successor provision) under the Securities Act, (C)
such securities have been otherwise transferred and subsequent public
distribution of them shall not require registration under the Securities Act or
(D) such securities shall cease to be outstanding.
"Registration Statement" means a registration statement of the MLP
concerning the sale of its securities to the public, on an appropriate form
under the Securities Act, including the Prospectus included therein, all
amendments thereof and supplements thereto (including post-effective amendments)
and all exhibits and all material incorporated therein.
"Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations of the Commission promulgated thereunder.
"Transfer" means any sale, assignment, gift, pledge, encumbrance,
hypothecation, mortgage, exchange or any other disposition by law or otherwise.
"Underwritten Offering" means a sale of Units to an underwriter or
underwriters for reoffering to the public.
"Units" is defined in the Recitals of this Agreement.
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ARTICLE 2
REGISTRATION RIGHTS
2.1 PIGGYBACK REGISTRATION.
2.1.1 Right to Include Registrable Securities. If the MLP, at any time or
from time to time proposes to register the offering and sale of any of its
securities under the Securities Act (A) on Form S-3 (or any successor to such
form) or (B) on Form S-1 (or any successor to such form) in order to effectuate
an Initial Public Offering and files (i) such a registration statement or (ii)
proposes to do a take down off of an effective shelf registration statement,
other than the FBR Registration Statement, whether or not pursuant to
registration rights granted to other holders of its securities and whether or
not for sale for its own account, the MLP shall deliver prompt written notice
(which notice shall be given at least 45 days prior to the filing of such
registration statement or ten (10) days prior to the filing of any preliminary
prospectus supplement pursuant to Rule 424(b), or the prospectus supplement
pursuant to Rule 424(b) (if no preliminary prospectus supplement is used)) to
all Holders of Registrable Securities of its intention to undertake such
registration or offering, describing in reasonable detail the proposed
registration and distribution (including the anticipated range of the proposed
offering price, the class and number of securities proposed to be registered and
the distribution arrangements) and of such Holders' right to participate in such
registration under this Section 2.1 as hereinafter provided. Subject to the
other provisions of this Section 2.1, upon the written request of any Holder
made within 20 days with respect to the filing of a registration statement, and
within seven (7) days with respect to the filing of any preliminary prospectus
supplement pursuant to Rule 424(b), or the prospectus supplement pursuant to
Rule 424(b) (if no preliminary prospectus supplement is used), after the receipt
of such written notice (which request shall specify the amount of Registrable
Securities to be registered and the intended method of disposition thereof), the
MLP shall effect the registration under the Securities Act of all Registrable
Securities requested by Holders to be so registered (a "Piggyback
Registration"), to the extent required to permit the disposition (in accordance
with the intended methods thereof as aforesaid) of the Registrable Securities so
to be registered, by inclusion of such Registrable Securities in the
Registration Statement which covers the securities which the MLP proposes to
register and shall cause such Registration Statement to become and remain
effective with respect to such Registrable Securities for the period provided in
Section 3.1(b). If a Piggyback Registration involves an Underwritten Offering,
immediately upon notification to the MLP from the underwriter of the price at
which such securities are to be sold, the MLP shall so advise each participating
Holder. The Holders requesting inclusion in a Piggyback Registration may, at any
time up to and including the time of pricing of the Piggyback Registration
Statement (and for any reason), revoke such request by delivering written notice
to the MLP revoking such requested inclusion.
If at any time after giving written notice of its intention to register
any securities and up to and including the time of effectiveness or, if
applicable, pricing of the Piggyback Registration Statement filed in connection
with such registration, the MLP shall determine for any reason not to register
or to delay registration of such securities, the MLP may, at its election, give
written notice of such determination to each Holder of Registrable Securities
and, thereupon, (i) in the case of a determination not to register, the MLP
shall be relieved of its obligation to register any Registrable Securities in
connection with such registration (but not from its obligation to pay the
Registration Expenses incurred in connection therewith) subject, however, to the
provisions of Section 2.3 and (ii) in the case of a determination to delay such
registration, the MLP shall be permitted to delay the registration of such
Registrable Securities for the same period as the delay in registering such
other securities; provided, however, that if
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such delay shall extend beyond 120 days from the date the MLP received a request
to include Registrable Securities in such Piggyback Registration, then the MLP
shall again give all Holders the opportunity to participate therein and shall
follow the notification procedures set forth in the preceding paragraph. There
is no limitation on the number of such Piggyback Registrations pursuant to this
Section 2.1 which the MLP is obligated to effect.
2.1.2 Priority in Incidental Registration. If a Piggyback Registration
involves an Underwritten Offering, and the sole or the lead managing
underwriter, as the case may be, of such Underwritten Offering shall advise the
MLP in writing on or before the date ten (10) days prior to the date then
scheduled for such offering that, in its opinion, the amount of securities
(including Registrable Securities) requested to be included in such registration
exceeds the amount which can be sold in such offering without materially
interfering with the successful marketing of the securities being offered, the
MLP shall include in such registration, to the extent of the number which the
MLP is so advised may be included in such offering without such effect (subject
to the Investors' pro rata allocation rights set forth in the Investors
Registration Rights Agreement and the Founders' allocation rights set forth in
the Founders Registration Rights Agreement) (i) first, the number of Registrable
Securities requested to be included therein by the Holders allocated pro rata
among such Holders and based, for each such selling Holder, on the percentage
derived by dividing (A) the number of Registrable Securities proposed to be sold
by such Holder, by (B) the aggregate number of Registrable Securities proposed
to be sold by each such Holder in such Piggyback Registration, and (ii) second,
only if all of the Registrable Securities in clause (i) have been included, any
other securities requested to be included therein.
2.1.3 Selection of Underwriters. If any Piggyback Registration involves an
Underwritten Offering, the sole or managing underwriters and any additional
investment bankers and managers to be used in connection with such registration
shall be subject to the approval of the Majority Holders of the Registration.
2.2 UNDERWRITTEN OFFERINGS.
2.2.1 Holders of Registrable Securities to be Parties to Underwriting
Agreement. The Holders of Registrable Securities to be distributed by
underwriters in an Underwritten Offering contemplated by this Article 2 shall be
parties to the underwriting agreement between the MLP and such underwriters and
may, at such Holders' option, require that any or all of the representations and
warranties by, and the other agreements on the part of, the MLP to and for the
benefit of such underwriters shall also be made to and for the benefit of such
Holders of Registrable Securities and that any or all of the conditions
precedent to the obligations of such underwriters under such underwriting
agreement be conditions precedent to the obligations of such Holders of
Registrable Securities; provided, however, that the MLP shall not be required to
make any representations or warranties with respect to written information
specifically provided by a selling Holder for inclusion in the Registration
Statement. No Holder shall be required to make any representations or warranties
to, or agreements with, the MLP or the underwriters other than representations,
warranties or agreements regarding such Holder, such Holder's Registrable
Securities and such Holder's intended method of disposition.
2.2.2 Participation in Underwritten Registration. Notwithstanding anything
herein to the contrary, no Person may participate in any underwritten
registration hereunder unless such Person (i) agrees to sell its securities on
the same terms and conditions provided in any underwritten arrangements approved
by the Persons entitled hereunder to approve such arrangement and (ii)
accurately completes and executes in a timely manner all questionnaires,
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powers of attorney, indemnities, custody agreements, underwriting agreements and
other documents reasonably and customarily required under the terms of such
underwriting arrangements.
2.3 POSTPONEMENTS. The MLP shall be entitled to require the Holders of
Registrable Securities to discontinue the disposition of their securities
covered by a shelf registration during any Blackout Period (i) if the Board
determines in good faith that effecting such a registration or continuing such
disposition at such time would have a material adverse effect upon a proposed
sale of all (or substantially all) of the assets of the Partnership Group or a
merger, reorganization, recapitalization or similar current transaction
materially affecting the capital structure or equity ownership of the
Partnership Group, or (ii) if the MLP is in possession of material information
which the Board determines in good faith it is not in the best interests of the
MLP to disclose in a Registration Statement at such time; provided, however,
that the MLP may only require the Holders of Registrable Securities to
discontinue the disposition of their securities covered by a shelf registration
only for a reasonable period of time not to exceed ninety (90) days (or such
earlier time as such transaction is consummated or no longer proposed or the
material information has been made public) (the "Blackout Period"). There shall
not be more than one Blackout Period in any 12-month period. The MLP shall
promptly notify the Holders in writing (a "Blackout Notice") of any decision to
discontinue sales of Registrable Securities covered by a shelf registration
pursuant to this Section 2.3 and shall include a general statement of the reason
for such postponement, an approximation of the anticipated delay and an
undertaking by the MLP promptly to notify the Holders as soon as sales of
Registrable Securities covered by a shelf registration may resume. In making any
such determination to initiate or terminate a Blackout Period, the MLP shall not
be required to consult with or obtain the consent of any Holder, and any such
determination shall be the MLP's sole responsibility. Each Holder shall treat
all notices received from the MLP pursuant to this Section 2.3 constituting
material inside information in the strictest confidence and shall not trade on
or disseminate such information.
ARTICLE 3
REGISTRATION PROCEDURES
3.1 OBLIGATIONS OF THE MLP. Whenever the MLP is required to effect the
registration of Registrable Securities under the Securities Act pursuant to
Article 2 of this Agreement, the MLP shall use its commercially reasonable best
efforts to:
(a) promptly prepare and file with the Commission, or designate an
existing filing as, a Registration Statement to effect such registration,
which Registration Statement shall comply as to form in all material
respects with the requirements of the applicable form and include all
financial statements required by the Commission to be filed therewith, and
the MLP shall use its commercially reasonable best efforts to cause such
Registration Statement to become effective (provided, that the MLP may
discontinue any registration of its securities that are not Registrable
Securities, and, under the circumstances specified in Section 2.1.1, its
securities that are Registrable Securities); provided, however, that
before filing a Registration Statement or Prospectus or any amendments or
supplements thereto, or comparable statements under securities or blue sky
laws of any jurisdiction, the MLP shall (i) provide Holders' counsel and
any other Inspector with an adequate and appropriate opportunity to
participate in the preparation of such Registration Statements and each
Prospectus included therein (and each amendment or supplement thereto or
comparable statement) to be filed with the Commission, which documents
shall be subject to the review and comment of Holders'
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counsel, and (ii) not file any such Registration Statement or Prospectus
(or amendment or supplement thereto or comparable statement) with the
Commission to which Holder's counsel, any selling Holder or any other
Inspector shall have reasonably objected on the grounds that such filing
does not comply in all material respects with the requirements of the
Securities Act or of the rules or regulations thereunder;
(b) prepare and file with the Commission such amendments and
supplements to such Registration Statement and the Prospectus used in
connection therewith as may be necessary (i) to keep such Registration
Statement effective, and (ii) to comply with the provisions of the
Securities Act with respect to the disposition of all Registrable
Securities covered by such Registration Statement, in each case until such
time as all of such Registrable Securities have been disposed of in
accordance with the intended methods of disposition by the seller(s)
thereof set forth in such Registration Statement; provided, that except
with respect to any shelf registration, such period need not extend beyond
nine months after the effective date of the Registration Statement; and
provided, further, that with respect to any shelf registration, such
period need not extend beyond the time when all Registrable Securities
covered by such shelf registration may be sold pursuant to Rule 144(k)
under the Securities Act, and which periods, in any event, shall terminate
when all Registrable Securities covered by such Registration Statement
have been sold (but not before the expiration of the 90-day period
referred to in Section 4(3) of the Securities Act and Rule 174 thereunder,
if applicable);
(c) furnish, without charge, to each selling Holder of such
Registrable Securities and each underwriter, if any, of the securities
covered by such Registration Statement, such number of copies of such
Registration Statement and the Prospectus included in such Registration
Statement (including each preliminary Prospectus), any Issuer Free Writing
Prospectuses, and each amendment and supplement to any of the foregoing
(in each case including all exhibits), in conformity with the requirements
of the Securities Act, and such other documents as such selling Holder and
underwriter may reasonably request in order to facilitate the public sale
or other disposition of the Registrable Securities owned by such selling
Holder (the MLP hereby consenting to the use in accordance with applicable
law of each such Registration Statement (or amendment or post-effective
amendment thereto), each such Prospectus (or preliminary prospectus or
supplement thereto) and any Issuer Free Writing Prospectus by each such
selling Holder of Registrable Securities and the underwriters, if any, in
connection with the offering and sale of the Registrable Securities
covered by such Registration Statement or Prospectus);
(d) prior to any public offering of Registrable Securities, to
register or qualify all Registrable Securities and other securities
covered by such Registration Statement under such other securities or blue
sky laws of such jurisdictions as any selling Holder of Registrable
Securities covered by such Registration Statement or the sole or lead
managing underwriter, if any, may reasonably request to enable such
selling Holder to consummate the disposition in such jurisdictions of the
Registrable Securities owned by such selling Holder and to continue such
registration or qualification in effect in each such jurisdiction for as
long as such Registration Statement remains in effect (including through
new filings or amendments or renewals), and do any and all other acts and
things which may be necessary or advisable to enable any such selling
Holder to consummate the disposition in such jurisdictions of the
Registrable Securities owned by such selling Holder; provided, however,
that the MLP shall not be required to (i) qualify
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generally to do business in any jurisdiction where it would not otherwise
be required to qualify but for this Section 3.1(d), (ii) subject itself to
taxation in any such jurisdiction, or (iii) consent to general service of
process in any such jurisdiction;
(e) to obtain all other approvals, consents, exemptions or
authorizations from such governmental agencies or authorities as may be
necessary to enable the selling Holders of such Registrable Securities to
consummate the disposition of such Registrable Securities;
(f) promptly notify Holders' counsel, each Holder of Registrable
Securities covered by such Registration Statement and the sole or lead
managing underwriter, if any: (i) when the Registration Statement, any
pre-effective amendment, the Prospectus or any prospectus supplement
related thereto, Issuer Free Writing Prospectus, or post-effective
amendment to the Registration Statement has been filed and, with respect
to the Registration Statement or any post-effective amendment, when the
same has become effective, (ii) of any request by the Commission or any
state securities or blue sky authority for amendments or supplements to
the Registration Statement, the Prospectus or the Issuer Free Writing
Prospectus related thereto or for additional information, (iii) of the
issuance by the Commission of any stop order suspending the effectiveness
of the Registration Statement or the initiation or threat of any
proceedings for that purpose, (iv) of the receipt by the MLP of any
notification with respect to the suspension of the qualification of any
Registrable Securities for sale under the securities or blue sky laws of
any jurisdiction or the initiation of any proceeding for such purpose, (v)
of the existence of any fact of which the MLP becomes aware or the
happening of any event which results in (A) the Registration Statement
containing an untrue statement of a material fact or omitting to state a
material fact required to be stated therein or necessary to make any
statements therein not misleading, or (B) the Prospectus included in such
Registration Statement or any Issuer Free Writing Prospectus containing an
untrue statement of a material fact or omitting to state a material fact
required to be stated therein or necessary to make any statements therein,
in the light of the circumstances under which they were made, not
misleading, (vi) if at any time the representations and warranties
contemplated by Section 2.2.1 cease to be true and correct in all material
respects, and (vii) of the MLP's reasonable determination that a
post-effective amendment to a Registration Statement would be appropriate
or that there exists circumstances not yet disclosed to the public which
make further sales under such Registration Statement inadvisable pending
such disclosure and post-effective amendment; and, if the notification
relates to an event described in any of the clauses (ii) through (vii) of
this Section 3.1(f), the MLP shall promptly prepare a supplement or
post-effective amendment to such Registration Statement, related
Prospectus or Issuer Free Writing Prospectus or any document incorporated
therein by reference or file any other required document so that (1) such
Registration Statement shall not contain any untrue statement of a
material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading, and
(2) as thereafter delivered to the purchasers of the Registrable
Securities being sold thereunder, such Prospectus shall not include an
untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein
in the light of the circumstances under which they were made not
misleading (and shall furnish to each such Holder and each underwriter, if
any, a reasonable number of copies of such Prospectus or Issuer Free
Writing Prospectus so supplemented or amended); and if the notification
relates to an event described in clause (iii) of this Section 3.1(f), the
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MLP shall take all reasonable action required to prevent the entry of such
stop order or to remove it if entered;
(g) make available for inspection by any selling Holder of
Registrable Securities, any sole or lead managing underwriter
participating in any disposition pursuant to such Registration Statement,
Holders' counsel and any attorney, accountant or other agent retained by
any such seller or any underwriter (each, an "Inspector" and,
collectively, the "Inspectors"), all financial and
other records, pertinent corporate documents and properties of the MLP and
any subsidiaries thereof as may be in existence at such time as shall be
necessary, in the opinion of such Holders' and such underwriters'
respective counsel, to enable them to exercise their due diligence
responsibility and to conduct a reasonable investigation within the
meaning of the Securities Act, and cause the MLP's and any subsidiaries'
officers, directors and employees, and the independent public accountants
of the MLP, to supply all information reasonably requested by any such
Inspectors in connection with such Registration Statement;
(h) if requested by the Majority Holders of the Registration, obtain
an opinion from the MLP's counsel and a "cold comfort" letter from the
MLP's independent public accountants who have certified the MLP's
financial statements included or incorporated by reference in such
Registration Statement, in each case dated the effective date of such
Registration Statement (and if such registration involves an Underwritten
Offering, dated the date of the closing under the underwriting agreement),
in customary form and covering such matters as are customarily covered by
such opinions and "cold comfort" letters delivered to underwriters in
underwritten public offerings, which opinion and letter shall be
reasonably satisfactory to the sole or lead managing underwriter, if any,
and to the Majority Holders of the Registration, and furnish to each
Holder participating in the offering and to each underwriter, if any, a
copy of such opinion and letter addressed to such Holder (in the case of
the opinion) and underwriter (in the case of the opinion and the "cold
comfort" letter);
(i) provide a CUSIP number for all Registrable Securities and
provide and cause to be maintained a transfer agent and registrar for all
such Registrable Securities covered by such Registration Statement not
later than the effectiveness of such Registration Statement;
(j) otherwise use its best efforts to comply with all applicable
rules and regulations of the Commission and any other governmental agency
or authority having jurisdiction over the offering, and make available to
its security holders, as soon as reasonably practicable but not later than
90 days after the end of any 12-month period, an earnings statement (i)
commencing at the end of any month in which Registrable Securities are
sold to underwriters in an Underwritten Offering and (ii) commencing with
the first day of the MLP's calendar month next succeeding each sale of
Registrable Securities after the effective date of a Registration
Statement, which statement shall cover such 12-month periods, in a manner
which satisfies the provisions of Section 11(a) of the Securities Act and
Rule 158 thereunder;
(k) if so requested by the Majority Holders of the Registration, use
its best efforts to cause all such Registrable Securities to be listed on
each National Securities Exchange on which the MLP's securities are then
listed or proposed to be listed;
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(l) keep each selling Holder of Registrable Securities advised in
writing as to the initiation and progress of any registration under
Article 2 hereunder;
(m) enter into and perform customary agreements (including, if
applicable, an underwriting agreement in customary form) and provide
officers' certificates and other customary closing documents;
(n) cooperate with each selling Holder of Registrable Securities and
each underwriter participating in the disposition of such Registrable
Securities and their respective counsel in connection with any filings
required to be made with the NASD and make reasonably available its
employees and personnel and otherwise provide reasonable assistance to the
underwriters (taking into account the needs of the MLP's businesses and
the requirements of the marketing process) in the marketing of Registrable
Securities in any Underwritten Offering;
(o) furnish to each Holder participating in the offering and the
sole or lead managing underwriter, if any, without charge, a least one
manually-signed copy of the Registration Statement and any post-effective
amendments thereto, including financial statements and schedules, all
documents incorporated therein by reference and all exhibits (including
those deemed to be incorporated by reference);
(p) cooperate with the selling Holders of Registrable Securities and
the sole or lead managing underwriter, if any, to facilitate the timely
preparation and delivery of certificates not bearing any restrictive
legends representing the Registrable Securities to be sold, and cause such
Registrable Securities to be issued in such denominations and registered
in such names in accordance with the underwriting agreement prior to any
sale of Registrable Securities to the underwriters or, if not an
Underwritten Offering, in accordance with the instructions of the selling
Holders of Registrable Securities at least three (3) business days prior
to any sale of Registrable Securities;
(q) if requested by the sole or lead managing underwriter or any
selling Holder of Registrable Securities, immediately incorporate in a
prospectus supplement, Issuer Free Writing Prospectus or post-effective
amendment such information concerning such Holder of Registrable
Securities, the underwriters or the intended method of distribution as the
sole or lead managing underwriter or the selling Holder of Registrable
Securities reasonably requests to be included therein and as is
appropriate in the reasonable judgment of the MLP, including, without
limitation, information with respect to the number of shares of the
Registrable Securities being sold to the underwriters, the purchase price
being paid therefor by such underwriters and with respect to any other
terms of the Underwritten Offering of the Registrable Securities to be
sold in such offering; make all required filings of such Prospectus
supplement, Issuer Free Writing Prospectus or post-effective amendment as
soon as notified of the matters to be incorporated in such Prospectus
supplement, Issuer Free Writing Prospectus or post-effective amendment;
and supplement or make amendments to any Registration Statement if
requested by the sole or lead managing underwriter of such Registrable
Securities; and
(r) use its best efforts to take all other steps necessary to
expedite or facilitate the registration and disposition of the Registrable
Securities contemplated hereby.
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3.2 SELLER INFORMATION.
The MLP may require each selling Holder of Registrable Securities as to
which any registration is being effected to furnish to the MLP such information
regarding such Holder, such Holder's Registrable Securities and such Holder's
intended method of disposition as the MLP may from time to time reasonably
request in writing; provided that such information shall be requested and used
only in connection with such registration.
If any Registration Statement or comparable statement under blue sky laws
refers to any Holder by name or otherwise as the Holder of any securities of the
MLP, then such Holder shall have the right to require (i) the insertion therein
of language, in form and substance satisfactory to such Holder and the MLP, to
the effect that the holding by such Holder of such securities is not to be
construed as a recommendation by such Holder of the investment quality of the
MLP's securities covered thereby and that such holding does not imply that such
Holder will assist in meeting any future financial requirements of the MLP, and
(ii) in the event that such reference to such Holder by name or otherwise is not
in the judgment of the MLP, as advised by counsel, required by the Securities
Act or any similar federal statute or any state blue sky or securities law then
in force, the deletion of the reference to such Holder.
3.3 NOTICE TO DISCONTINUE. Each holder of Registrable Securities agrees
that, upon receipt of any notice from the MLP of the happening of any event of
the kind described in Section 3.1(f)(ii) through (vii), such Holder shall
forthwith discontinue disposition of Registrable Securities pursuant to the
Registration Statement covering such Registrable Securities until such Holder's
receipt of the copies of the supplemented or amended prospectus contemplated by
Section 3.1(f) and, if so directed by the MLP, such Holder shall deliver to the
MLP (at the MLP's expense) all copies, other than permanent file copies, then in
such Holder's possession of the Prospectus or any Issuer Free Writing Prospectus
covering such Registrable Securities which is current at the time of receipt of
such notice. If the MLP shall give any such notice, the MLP shall extend the
period during which such Registration Statement shall be maintained effective
pursuant to this Agreement (including, without limitation, the period referred
to in Section 3.1(b)) by the number of days during the period from and including
the date of the giving of such notice pursuant to Section 3.1(f) to and
including the date when the Holder shall have received the copies of the
supplemented or amended prospectus contemplated by and meeting the requirements
of Section 3.1(f).
ARTICLE 4
REGISTRATION EXPENSES
All reasonable expenses incident to the MLP's performance of or compliance
with this Agreement, including, but not limited to, (i) all registration, filing
and listing fees of the National Association of Securities Dealers, Inc.; (ii)
all registration, filing, qualification and other fees and expenses of complying
with securities or blue sky laws; (iii) all word processing, duplicating,
printing, messenger and delivery expenses; (iv) the reasonable fees and
disbursements of counsel for the MLP and of its independent registered public
accountants, including, without limitation, the expenses of any "comfort
letters" required by or incident to such performance and compliance; (v) any
reasonable fees and disbursements of underwriters customarily paid by issuers or
sellers of securities (but excluding underwriting discounts and commissions and
transfer taxes, if any, relating to securities being sold by any Holder or that
are otherwise not being sold or disposed of by the MLP), including, without
limitation, reasonable fees and disbursements of counsel for the underwriter(s)
in connection with blue sky qualifications of the Registrable Securities and
determination of their eligibility for investment under the laws of such
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jurisdictions; and (vi) reasonable fees and expenses of other Persons retained
or employed by the MLP (all such expenses being herein called "Registration
Expenses"), shall be borne by the MLP. In addition, the MLP shall pay its
internal expenses (including, but not limited to, all salaries and expenses of
any officers and employees of the Partnership Group performing legal or
accounting duties), the expense of any annual audit or quarterly review, the
expense of any insurance obtained by the MLP against liabilities arising out of
the public offering of the Registrable Securities being registered and the
expenses and fees for listing the securities to be registered on each securities
exchange.
ARTICLE 5
FREE WRITING PROSPECTUS
Each Holder executing this Agreement represents that it has not prepared
or had prepared on its behalf or used or referred to, and agrees that it will
not prepare or have prepared on its behalf or use or refer to, any Free Writing
Prospectus, and has not distributed and will not distribute any written
materials in connection with the offer or sale of the Registrable Securities
without the prior express written consent of the MLP and, in connection with any
Underwritten Offering, the underwriters. Any such Free Writing Prospectus
consented to by the MLP and the underwriters, as the case may be, is hereinafter
referred to as a "Permitted Free Writing Prospectus." The MLP represents and
agrees that it has treated and will treat, as the case may be, each Permitted
Free Writing Prospectus as an Issuer Free Writing Prospectus, including in
respect of timely filing with the Commission, legending and record keeping.
ARTICLE 6
INDEMNIFICATION
6.1 INDEMNIFICATION BY THE MLP. The MLP agrees to indemnify and hold
harmless, to the fullest extent permitted by law, each Holder of Registrable
Securities, its officers, directors, partners, members, shareholders, employees,
Affiliates and agents (collectively, "Agents") and each Person who controls such
Holder (within the meaning of the Securities Act) and its Agents with respect to
each registration which has been effected pursuant to this Agreement, against
any and all losses, claims, damages or liabilities, joint or several, actions or
proceedings (whether commenced or threatened) in respect thereof, and expenses
(as incurred or suffered and including, but not limited to, any and all expenses
incurred in investigating, preparing or defending any litigation or proceeding,
whether commenced or threatened, and the reasonable fees, disbursements and
other charges of legal counsel) in respect thereof (collectively, "Claims"),
insofar as such Claims arise out of or are based upon any untrue or alleged
untrue statement of a material fact contained in any Registration Statement,
Prospectus (including any preliminary, final or summary prospectus), any Issuer
Free Writing Prospectus and any amendment or supplement to the foregoing related
to any such registration or any omission or alleged omission to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading, or any violation by the MLP of the Securities Act or any rule or
regulation thereunder applicable to the MLP and relating to action or inaction
required of the MLP in connection with any such registration, or any
qualification or compliance incident thereto; provided, however, that the MLP
will not be liable in any such case to the extent that any such Claims arise out
of or are based upon any untrue statement or alleged untrue statement of a
material fact or omission or alleged omission of a material fact so made in
reliance upon and in conformity with written information furnished to the MLP in
an instrument duly executed by such Holder specifically stating that it was
expressly for use therein. The MLP shall also indemnify any underwriters of the
Registrable Securities, their Agents and each Person who controls any such
underwriter (within the meaning of the Securities Act) to the
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same extent as provided above with respect to the indemnification of the Holders
of Registrable Securities. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of any Person who may be
entitled to indemnification pursuant to this Section 6.1 and shall survive the
transfer of securities by such Holder or underwriter.
6.2 INDEMNIFICATION BY HOLDERS. Each Holder, if Registrable Securities
held by it are included in the securities as to which a registration is being
effected, agrees to, severally and not jointly, indemnify and hold harmless, to
the fullest extent permitted by law, the MLP, the General Partner, the Board and
their respective officers, each other Person who participates as an underwriter
in the offering or sale of such securities and its Agents and each Person who
controls the MLP or any such underwriter (within the meaning of either Section
15 of the Securities Act or Section 20 of the Exchange Act) and its Agents
against any and all Claims, insofar as such Claims arise out of or are based
upon (i) any untrue or alleged untrue statement of a material fact contained in
any Registration Statement or Prospectus (including any preliminary, final or
summary prospectus), any Issuer Free Writing Prospectus and any amendment or
supplement to the foregoing related to such registration, or any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, to the extent, but
only to the extent, that such untrue statement or alleged untrue statement or
omission or alleged omission was made in reliance upon and in conformity with
written information furnished to the MLP in an instrument duly executed by such
Holder specifically stating that it was expressly for use therein and (ii) any
Free Writing Prospectus used by such Holder without the prior written consent of
the Holder; provided, however, that the aggregate amount which any such Holder
shall be required to pay pursuant to this Section 6.2 shall in no event be
greater than the amount of the net proceeds received by such Holder upon the
sale of the Registrable Securities pursuant to the Registration Statement giving
rise to such Claims less all amounts previously paid by such Holder with respect
to any such Claims. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of such indemnified party
and shall survive the transfer of such securities by such Holder or underwriter.
6.3 CONDUCT OF INDEMNIFICATION PROCEEDINGS. Promptly after receipt by an
indemnified party of notice of any Claim or the commencement of any action or
proceeding involving a Claim under this Article 6, such indemnified party shall,
if a claim in respect thereof is to be made against the indemnifying party
pursuant to Article 6, (i) notify the indemnifying party in writing of the Claim
or the commencement of such action or proceeding; provided, that the failure of
any indemnified party to provide such notice shall not relieve the indemnifying
party of its obligations under this Article 6, except to the extent the
indemnifying party is materially and actually prejudiced thereby and shall not
relieve the indemnifying party from any liability which it may have to any
indemnified party otherwise than under this Article 6, and (ii) permit such
indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified party; provided, however, that any indemnified
party shall have the right to employ separate counsel and to participate in the
defense of such claim, but the fees and expenses of such counsel shall be at the
expense of such indemnified party unless (A) the indemnifying party has agreed
in writing to pay such fees and expenses, (B) the indemnifying party shall have
failed to assume the defense of such claim and employ counsel reasonably
satisfactory to such indemnified party within ten (10) days after receiving
notice from such indemnified party that the indemnified party believes it has
failed to do so, (C) in the reasonable judgment of any such indemnified party,
based upon advice of counsel, a conflict of interest may exist between such
indemnified party and the indemnifying party with respect to such claims (in
which case, if the indemnified party notifies the indemnifying party in writing
that it elects to employ separate counsel at the expense of the indemnifying
party, the indemnifying party shall
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not have the right to assume the defense of such claim on behalf of such
indemnified party) or (D) such indemnified party is a defendant in an action or
proceeding which is also brought against the indemnifying party and reasonably
shall have concluded that there may be one or more legal defenses available to
such indemnified party which are not available to the indemnifying party. No
indemnifying party shall be liable for any settlement of any such claim or
action effected without its written consent, which consent shall not be
unreasonably withheld. In addition, without the consent of the indemnified party
(which consent shall not be unreasonably withheld), no indemnifying party shall
be permitted to consent to entry of any judgment with respect to, or to the
effect the settlement or compromise of any pending or threatened action or claim
in respect of which indemnification or contribution may be sought hereunder
(whether or not the indemnified party is an actual or potential party to such
action or claim), unless such settlement, compromise or judgment (1) includes an
unconditional release of the indemnified party from all liability arising out of
such action or claim, (2) does not include a statement as to or an admission of
fault, culpability or a failure to act, by or on behalf of any indemnified
party, and (3) does not provide for any action on the part of any party other
than the payment of money damages which is to be paid in full by the
indemnifying party.
6.4 CONTRIBUTION. If the indemnification provided for in Sections 6.1 or
6.2 from the indemnifying party for any reason is unavailable to (other than by
reason of exceptions provided therein), or is insufficient to hold harmless, an
indemnified party hereunder in respect of any Claim, then the indemnifying
party, in lieu of indemnifying such indemnified party, shall contribute to the
amount paid or payable by such indemnified party as a result of such Claim in
such proportion as is appropriate to reflect the relative fault of the
indemnifying party, on the one hand, and the indemnified party, on the other
hand, in connection with the actions which resulted in such Claim, as well as
any other relevant equitable considerations. The relative fault of such
indemnifying party and indemnified party shall be determined by reference to,
among other things, whether any action in question, including any untrue or
alleged untrue statement of a material fact or omission or alleged omission to
state a material fact, has been made by, or relates to information supplied by,
such indemnifying party or indemnified party, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
action. If, however, the foregoing allocation is not permitted by applicable
law, then each indemnifying party shall contribute to the amount paid or payable
by such indemnified party in such proportion as is appropriate to reflect not
only such relative faults but also the relative benefits of the indemnifying
party and the indemnified party as well as any other relevant equitable
considerations.
The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 6.4 were determined by pro rata allocation
or by any other method of allocation which does not take into account the
equitable considerations referred to in the immediately preceding paragraph. The
amount paid or payable by a party as a result of any Claim referred to in the
immediately preceding paragraph shall be deemed to include, subject to the
limitations set forth in Section 6.3, any legal or other fees, costs or expenses
reasonably incurred by such party in connection with any investigation or
proceeding. Notwithstanding anything in this Section 6.4 to the contrary, no
indemnifying party (other than the MLP) shall be required pursuant to this
Section 6.4 to contribute any amount in excess of the net proceeds received by
such indemnifying party from the sale of the Registrable Securities pursuant to
the Registration Statement giving rise to such Claims, less all amounts
previously paid by such indemnifying party with respect to such Claims. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.
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6.5 OTHER INDEMNIFICATION. Indemnification similar to that specified in
the preceding Sections 6.1 and 6.2 (with appropriate modifications) shall be
given by the MLP and each selling Holder of Registrable Securities with respect
to any required registration or other qualification of securities under any
Federal or state law or regulation of any governmental authority, other than the
Securities Act. The indemnity agreements contained herein shall be in addition
to any other rights to indemnification or contribution which any indemnified
party may have pursuant to law or contract.
6.6 INDEMNIFICATION PAYMENTS. The indemnification and contribution
required by this Article 6 shall be made by periodic payments of the amount
thereof during the course of any investigation or defense, as and when bills are
received or any expense, loss, damage or liability is incurred.
ARTICLE 7
COMPLIANCE WITH RULE 144
With a view to making available the benefits of certain rules and
regulations of the Commission that may permit the sale of the Registrable
Securities to the public without registration, the MLP agrees to use its
commercially reasonable efforts to:
(a) make and keep public information regarding the MLP available, as
those terms are understood and defined in Rule 144 of the Securities Act,
at all times from and after the date hereof;
(b) file with the Commission in a timely manner all reports and
other documents required of the MLP under the Securities Act and the
Exchange Act at all times from and after the date hereof; and
(c) provide a written statement as to the MLP's compliance with
clauses (a) and (b) above to Holders reasonably requesting such statement
in connection with such Holders' sale of Registerable Securities to the
public without registration.
ARTICLE 8
MISCELLANEOUS
8.1 NOTICES. All notices and other communications provided for or
permitted hereunder shall be deemed to be sufficient if contained in a written
instrument and shall be deemed to have been duly given when delivered in person,
by telecopy, by facsimile, by nationally-recognized overnight courier, or by
first class registered or certified mail, postage prepaid, addressed to such
party at the address set forth below or such other address as may hereafter be
designated in writing by the addressee as follows:
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(i) if to the MLP, to:
Legacy Reserves LP
000 X. Xxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Chief Executive Officer
Fax Number: (000) 000-0000
With a copy to:
Xxxxxxx Xxxxx LLP
000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Xxxxxx Xxxxxxxxxx
Fax Number: (000) 000-0000
(ii) If to Xxxxx, to the address of Xxxxx set forth in the records
of the MLP.
(iii) If to any subsequent Holder, to the address of such Person set
forth in the records of the MLP.
All such notices, requests, consents and other communications shall be
deemed to have been delivered (a) in the case of personal delivery or delivery
by telecopy or facsimile, on the date of such delivery, (b) in the case of a
nationally-recognized overnight courier, on the next Business Day and (c) in the
case of mailing, on the third Business Day following such mailing if sent by
certified mail, return receipt requested.
8.2 ASSIGNMENT OF RIGHTS. Xxxxx may transfer and assign all or a portion
of its rights hereunder to any of its partners, members, shareholders or other
Affiliates to which Xxxxx transfers its ownership of all or any of its
Registrable Securities and any such partner, member, shareholder or other
Affiliate may further transfer and assign all or a portion of its rights
hereunder to any of its partners, members, shareholders or other Affiliates to
whom it transfers its ownership of all or any of its Registrable Securities
(collectively, the "Permitted Transferees"); provided, that no such assignment
shall be binding upon or obligate the MLP to any such Permitted Transferee
unless and until the MLP shall have received notice of such assignment and a
written agreement of such Permitted Transferee to be bound by the provisions of
this Agreement. Except as provided above, no Holder may transfer and assign all
or any portion of its rights hereunder to any Person without the prior written
consent of the MLP that shall not be unreasonably withheld. In no event shall
the MLP be required to file a post-effective amendment to a registration
statement for the benefit of such transferee(s) or assignee(s) unless the MLP
agrees to do so and such Permitted Transferee or other successor agrees in
writing that it will pay all of the additional Registration Expenses incurred by
the MLP in connection with filing a post-effective amendment to a registration
statement or a new registration statement for the benefit of such transferee(s)
or assignee(s).
8.3 LIMITATION OF RIGHTS. This Agreement shall not be construed to vest
any rights under this Agreement to any individual or entity other than the
Holders and their Permitted Transferees.
8.4 RECAPITALIZATION, EXCHANGES, ETC. AFFECTING THE UNITS. The provisions
of this Agreement shall apply to the full extent set forth herein with respect
to any and all Units of the
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MLP or any successor or assign of the MLP (whether by merger, consolidation,
sale of assets or otherwise) which may be issued in respect of, in exchange for
or in substitution of, the Registrable Securities, and shall be appropriately
adjusted for combinations, recapitalizations and the like occurring after the
date of this Agreement.
8.5 SPECIFIC PERFORMANCE. Damages in the event of breach of this Agreement
by a Party hereto may be difficult, if not impossible, to ascertain, and it is
therefore agreed that each such Person, in addition to and without limiting any
other remedy or right it may have, will have the right to seek an injunction or
other equitable relief in any court of competent jurisdiction, enjoining any
such breach, and enforcing specifically the terms and provisions hereof, and
each of the Parties hereto hereby waives any and all defenses it may have on the
ground of lack of jurisdiction or competence of the court to grant such an
injunction or other equitable relief. The existence of this right will not
preclude any such Person from pursuing any other rights and remedies at law or
in equity which such Person may have.
8.6 COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which counterparts, when so executed and delivered, shall be deemed to be an
original and all of which counterparts, taken together, shall constitute but one
and the same Agreement.
8.7 HEADINGS. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
8.8 GOVERNING LAW. The laws of the State of Texas shall govern this
Agreement without regard to principles of conflict of laws.
8.9 SEVERABILITY OF PROVISIONS. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof or affecting or impairing the
validity or enforceability of such provision in any other jurisdiction.
8.10 ENTIRE AGREEMENT. This Agreement is intended by the parties as a
final expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the Parties hereto in respect of
the subject matter contained herein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein.
This Agreement supersedes all prior agreements and understandings between the
Parties with respect to such subject matter.
8.11 AMENDMENT. This Agreement may be amended only by means of a written
amendment signed by all Parties to this Agreement.
8.12 NO PRESUMPTION. In the event any claim is made by a Party relating to
any conflict, omission, or ambiguity in this Agreement, no presumption or burden
of proof or persuasion shall be implied by virtue of the fact that this
Agreement was prepared by or at the request of a particular Party or its
counsel.
[Signature page follows]
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IN WITNESS WHEREOF, the undersigned have executed and delivered this
Agreement as of the date first above set forth.
XXXXX HOLDING LP
By: Xxxxx & Xxxxxxx Investment LLC
its general partner
By: /s/ Xxxxxx X. Xxxxxxx
__________________________________________________
Xxxxxx X. Xxxxxxx, President
LEGACY RESERVES GP, LLC
By: /s/ Xxxxxx X. Xxxxxx
___________________________________________________
Xxxxxx X. Xxxxxx, President,
Chief Financial Officer and Secretary
LEGACY RESERVES LP
By: Legacy Reserves GP, LLC, its general partner
By: /s/ Xxxxxx X. Xxxxxx
_________________________________________________
Xxxxxx X. Xxxxxx, President,
Chief Financial Officer and Secretary
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