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Exhibit 4.3
Execution
Version
UNITS PURCHASE
AGREEMENT
by and among
ENERGY TRANSFER PARTNERS,
L.P.
AND
KAYNE ANDERSON MLP INVESTMENT
COMPANY
Dated January 26,
2005
UNITS PURCHASE
AGREEMENT
THIS UNITS PURCHASE
AGREEMENT, dated January 26 , 2005 (this “
Agreement ”), is made by Energy Transfer Partners,
L.P., a limited partnership formed under the laws of the State of
Delaware (the “Seller ” or the “
Partnership ”), on the one hand, and Kayne Anderson
MLP Investment Company, a Maryland corporation (the “
Purchaser ”), on the other hand.
WHEREAS, the Seller desires
to issue and sell to the Purchaser, and the Purchaser desires to
purchase, 2,222,222 common units, representing limited partner
interests of the Partnership, on the terms and subject to the
conditions set forth herein;
NOW, THEREFORE, in
consideration of the premises, warranties, covenants and agreements
contained herein, the parties agree as follows:
1. Purchase and Sale
.
Subject to the terms and
conditions of this Agreement, the Seller shall issue and sell to
the Purchaser, and the Purchaser shall purchase from the Seller,
2,222,222 common units of the Seller representing limited
partnership interests of the Partnership (the “ Purchased
Units ”), at a price of $54.00, per unit, for an
aggregate purchase price of $120,000,000 (One Hundred Twenty
Million Dollars) (the “ Purchase Price ”), upon
the terms and subject to the conditions set forth in this
Agreement. The sale of the Purchased Units contemplated hereby will
be registered with the Securities and Exchange Commission (the
“ Commission ”) under the Securities Act of
1933, as amended (the “Act”), on Registration Statement
No. 333-107324, unless the Seller determines, in its sole
discretion, that it would not be able to register the Purchased
Units due to its inability to satisfy registration requirements of
the Commission on a timely basis, in which case the Purchased Units
will be issued pursuant to an exemption from the registration
requirements of the Act.
2. Conditions Precedent to
the Purchase of the Purchased Units.
(a) The obligations of the
Purchaser to complete its purchase of the Purchased Units are
subject to the following conditions:
(i) Either (A) the Purchased
Units shall have been registered for sale to the Purchaser under
the Act on an effective registration statement on a form suitable
for the subsequent public resale of such Purchased Units by the
Purchaser (the “ Registration Condition ”), or
(B) the Seller shall deliver Purchased Units that are not
registered under the Act (the “ Unregistered Units
”).
(ii) The Purchased Units
shall be listed and available for trading on the NYSE, subject only
to official notice of issuance.
(iii) Substantially
concurrent with the closing of the transactions contemplated by
this Agreement, the Seller shall consummate its planned acquisition
of the assets of or interests in a company engaged in the
transportation of natural gas for a purchase price exceeding
$500,000,000 (the “Acquisition”).
KA Units Purchase
Agreement—Execution Version
(iv) The Purchaser shall have
received an opinion of counsel dated as of the Closing Date in the
form and substance attached hereto as Exhibit A .
(v) The Purchaser shall have
received a certificate, dated the Closing Date, and signed by an
executive officer of the Seller, in his capacity as such,
certifying as to (A) the accuracy of the representations and
warranties of the Seller contained in Section 4 hereof on the date
hereof and the Closing Date and (B) the performance by and
compliance of the Seller with the covenants and agreements
contained in this Agreement which are required to be performed and
complied with by the Seller on or prior to the Closing Date (other
than the condition set forth in clause (iii) above).
(b) The obligations of the
Seller to sell the Purchased Units pursuant to this Agreement are
subject to the following conditions:
(i) Substantially concurrent
with the closing of the transactions contemplated by this
Agreement, the Seller shall consummate the Acquisition;
(ii) The Seller shall have
received a certificate, dated the Closing Date, and signed by an
executive officer of the Purchaser, in his capacity as such,
certifying as to (A) the accuracy of the representations and
warranties of the Purchaser contained in Section 5 hereof on the
date hereof and the Closing Date and (B) the performance by and
compliance of the Purchaser with the covenants and agreements
contained in this Agreement which are required to be performed and
complied with by the Purchaser on or prior to the Closing
Date.
3. Closing and Delivery of
Purchased Units.
(a) Subject to the terms and
conditions hereof, the closing of the purchase and sale of the
Purchased Units (the “ Closing ”) shall take
place at the offices of the Seller, 2838 Woodside Street, Dallas,
Texas 75204, at 9:00 a.m. on the same business day as and
substantially concurrent with the closing of the Acquisition (the
“ Closing Date ”); provided that the obligations
of the parties hereto shall terminate if the Closing shall not have
occurred prior to February 15, 2005.
(b) All Purchased Units to be
sold to the Purchaser under this Agreement shall be delivered by or
on behalf of the Seller to the Purchaser in book-entry form through
the facilities of The Depository Trust Company if the Registration
Condition is applicable, or in the form of one or more certificates
for the Unregistered Units, registered in the names requested by
the Purchaser if the Registration Condition is not applicable, in
each case, against payment of the Purchase Price therefor by wire
transfer of United States dollars in immediately available funds to
such bank account of the Seller designated by the Seller in writing
no later than the Business Day immediately preceding the Closing
Date. “ Business Day ” means any day other than
(a) a Saturday, Sunday or legal holiday in New York City, or (b) a
day on which the commercial banks in New York City are authorized
or required by law or executive order to close.
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4. Representations and
Warranties of the Seller . The Seller represents and warrants
to the Purchaser that:
(a) The Seller is a limited
partnership duly organized, validly existing and in good standing
under the laws of the State of Delaware and has the requisite power
and authority, and has taken all actions necessary to authorize the
Seller to execute, deliver and perform its obligations under this
Agreement. The Seller is duly qualified or licensed and in good
standing as a foreign limited partnership, and is authorized to do
business in each jurisdiction in which the ownership or leasing of
its respective properties or the character of its respective
operations makes such qualification necessary, except where the
failure to obtain such qualification, license, authorization or
good standing would not be reasonably expected to have a material
and adverse effect on (i) the assets, liabilities, financial
condition, business operations, or affairs of the Seller and its
subsidiaries, taken as a whole, or (ii) the ability of the Seller
and its subsidiaries, taken as a whole, to carry out their business
as such business is conducted as of the date hereof, and to meet
their obligations and consummate the transactions hereunder
(“ Partnership Material Adverse Effect ”). This
Agreement is a valid and binding obligation of the Seller,
enforceable in accordance with its terms, subject to bankruptcy,
insolvency, reorganization, moratorium and other laws of general
applicability relating to or affecting creditors’ rights and
to general equity principles. The execution and delivery of this
Agreement and the definitive agreements regarding the Acquisition
expected to be entered into concurrently herewith (the “
Acquisition Agreements ”), the compliance by the
Seller with all the provisions of, and the performance by the
Seller of its obligations under, this Agreement and the Acquisition
Agreements, and the consummation of the transactions contemplated
in this Agreement and the Acquisition Agreements, and the issuance
and sale by the Seller of the Purchased Units will not conflict
with or result in a breach or violation of any of the terms or
provisions of, or constitute a default under, (i) the Certificate
of Limited Partnership of the Seller or the Seller’s Amended
and Restated Agreement of Limited Partnership, as amended (the
“ Partnership Agreement ”), (ii) any instrument,
contract, bond, credit agreement or other agreement to which the
Seller or any of its subsidiaries is a party or by which the Seller
or any of its subsidiaries is bound or to which any properties or
assets of the Seller of any of its subsidiaries may be bound or
subject, in each case, which breach, violation or default under
which would be reasonably expected to have a Partnership Material
Adverse Effect, or (iii) any law or statute or any order, rule or
regulation of any court or governmental agency or body or any stock
exchange authority or self-regulatory organization (each, a “
Governmental Authority ”), in each case having
jurisdiction over the Seller or any of its subsidiaries or any of
their properties; and, other than the listing of the Purchased
Units purchased hereby and the filing of the Prospectus if the
Registration Condition is applicable, no consent, approval,
authorization, order, registration, clearance or qualification or
notification of, with or to any Governmental Authority is required
for the sale and delivery of the Purchased Units being sold by the
Seller to the Purchaser under this Agreement. The execution and
delivery of this Agreement, the compliance by the Seller with all
the provisions of, and the performance by the Seller of its
obligations under this Agreement, the consummation of the
transactions contemplated by this Agreement, and the issuance and
sale by the Seller of the Purchased Units do not and will not
result in or require the creation or imposition of any lien,
encumbrance, claim, charge or security interest upon or with
respect to any of the properties of the Seller and its subsidiaries
now owned or hereafter acquired.
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(b) The Purchaser, when such
Purchased Units are delivered against payment therefor as provided
in this Agreement, will be entitled to the rights of a unitholder
of limited partner interests of the Seller conferred by the
Partnership Agreement and applicable law.
(c) No approval from the
outstanding holders of the Seller’s common units is required
in connection with the Seller’s issuance and sale of the
Purchased Units to the Purchaser hereunder. The Purchased Units
being purchased by the Purchaser hereunder and the limited partner
interests represented thereby will be duly authorized by the Seller
pursuant to the Partnership Agreement and, when issued and
delivered to the Purchaser against payment therefor in accordance
with the terms of this Agreement, will be validly issued, fully
paid (to the extent required under the Partnership Agreement) and
nonassessable (except as such nonassessability may be affected by
matters described in Section 17-607 of the Delaware Revised Uniform
Limited Partnership Act) and will be free of restrictions on
transfer, other than restrictions on transfer under the Partnership
Agreement or this Agreement and under applicable state and federal
securities laws. Such Purchased Units are not subject to any
conflicting sale, transfer, assignment, or any agreement (other
than this Agreement) to assign, convey, or transfer, in whole or in
part, any of such Purchased Units, and upon consummation of such
Purchase, the Purchaser will receive valid title to such Purchased
Units, free and clear of any encumbrance, liens, claims, charges,
security interests, or other interests of others.
(d) Except as disclosed by
the Seller in the Partnership Information (as defined in Section 5
below), there are no legal or governmental proceedings pending to
which the Seller or any of its subsidiaries is a party or of which
any property of the Seller or any of its subsidiaries is the
subject that, if determined adversely to the Seller, would
individually or in the aggregate be reasonably expected to have a
Purchaser Material Adverse Effect, and, to the best of the
Seller’s knowledge, no such proceedings are threatened or
contemplated by any Governmental Authority or third
party.
(e) The documents included in
the Partnership Information (as defined in Section 5 below),
including any audited or unaudited financial statements and any
notes thereto or schedules included therein, when they were filed
with the Commission, conformed in all material respects to the
requirements of the Securities Exchange Act of 1934, as amended
(the “ Exchange Act ”) and the rules and
regulations thereunder, fairly present (subject in the case of
unaudited statements to normal, recurring and year-end audit
adjustments) in all material respects the consolidated financial
position and status of the business of the Seller as of the dates
thereof and the consolidated results of its operations and cash
flows for the periods then ended, and none of such documents
contained any untrue statement of material fact or omitted to state
a material fact required to be stated therein or necessary to make
the statements therein not misleading. Grant Thorton LLP is an
independent public accounting firm with respect to the Seller and
its General Partner and has not resigned or been dismissed as
independent public accountants of the Seller as a result of or in
connection with any disagreement with the Seller on a matter of
accounting principles or practices, financial statement disclosure
or auditing scope or procedure.
(f) Except as disclosed in
the documents filed by the Seller under the Exchange Act on or
prior to the date hereof and except for the Acquisition, since the
date of the Seller’s most recent Form 8-K (to the extent it
contains financial results and balance sheet
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information) or Form 10-Q filing with
the Commission, the Seller and its subsidiaries have conducted
their respective businesses in the ordinary course, consistent with
past practice, and there has been no change, event, occurrence,
fact, circumstance or condition that has had or would be reasonably
likely to have a Partnership Material Adverse Effect.
(g) In the event that the
Registration Condition is applicable, (i) a registration statement
on Form S-3 (File No. 333-107324) with respect to the Purchased
Units (A) has been prepared by the Seller in conformity with the
requirements of the Act and the rules and regulations thereunder;
(B) has been filed with the Commission under the Act; and (C) has
become effective under the Act, (ii) the Commission has not issued
any order preventing or suspending the use of the Registration
Statement or any prospectus relating thereto, and (iii) copies of
such Registration Statement and each of the amendments thereto, if
any, have been delivered by the Seller to the Purchaser. As used in
this Agreement, “ Registration Statement ” means
the registration statement referred to above, as amended; and
“ Prospectus ” means the final prospectus
supplement relating to the Purchased Units and the offering
thereof, including the accompanying base prospectus, as first filed
with the Commission pursuant to Rule 424(b) under the Act after the
date and time this Agreement is executed. Reference made herein to
the Prospectus shall be deemed to refer to and include any
information incorporated by reference therein pursuant to Item 12
of Form S-3 under the Act, as of the date of the Prospectus, and
any reference to any amendment or supplement to the Prospectus
shall be deemed to refer to and include any document filed under
the Exchange Act, after the date of the Prospectus and incorporated
by reference in the Prospectus. Neither the Registration Statement
nor the Prospectus contains an untrue statement of a material fact
or omits to state a material fact required to be stated therein or
necessary to make the statements therein not misleading.
(h) As of the Closing, giving
effect to the sale of the Purchased Units and other concurrent
sales of the Seller’s common units to other purchasers, the
issued and outstanding limited partner interest of the Seller will
consist of 55,122,286 common units and the Incentive Distribution
Rights, as defined in the Partnership Agreement. The only issued
and outstanding general partner interests of the Seller are the
interests of the General Partner described in the Partnership
Agreement. All outstanding common units and Incentive Distribution
Rights of the Seller and the limited partner interests represented
thereby have been duly authorized and validly issued in accordance
with the Partnership Agreement and are fully paid (to the extent
required under the Partnership Agreement) and nonassessable (except
as such nonassessability may be affected by matters described in
Section 17-607 of the Delaware Revised Uniform Limited Partnership
Act.
(i) Except as disclosed by
the Seller in the Partnership Information, none of the filing of
the Shelf Registration Statement (defined in Section 20), the
offering or sale of the Purchased Units hereby or the registration
of such Purchased Units gives rise to any rights for or relating to
the registration of any additional common units or other equity
securities of the Seller. Except as contained in the Partnership
Agreement and except as disclosed by the Seller in the Partnership
Information, there are no outstanding or authorized (i) options,
warrants, preemptive rights, subscriptions, calls or other rights,
convertible or exchangeable securities or commitments obligating
the Seller or any of its subsidiaries to issue, transfer or sell
any partnership interests in the Seller or any of its subsidiaries,
(ii) obligations of the Seller of any of its subsidiaries to
repurchase, redeem or otherwise acquire any partnership interests
of the Seller or any of its
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subsidiaries or (iii) voting trusts or
similar agreements to which the Seller or any of its subsidiaries
is a party or with respect to the voting of the equity interests of
the Seller of any of its subsidiaries.
(j) The Seller has, for each
taxable year during which the Seller was in existence through and
including the taxable year ended December 31, 2004, met the gross
income requirements of Section 7704(c)(2) of the Internal Revenue
Code of 1986, as amended.
(k) The Seller is not an
“investment company” within the meaning of the
Investment Company Act of 1940, as amended.
(l) No fees or commissions
are or will be payable by the Seller to brokers, finders, or
investment bankers with respect to the sale of any Purchased Units
hereunder or the consummation of the transactions contemplated by
this Agreement. The Seller agreed that it will indemnify and hold
harmless the Purchaser from and against any and all claims,
demands, or liabilities for broker’s, finder’s
placement or other similar fees or commissions incurred by the
Seller or alleged to have been incurred by the Seller in connection
with the sale of the Purchase Units or the consummation of the
transactions contemplated by this Agreement.
(m) There are no other
agreements by, among or between the Seller and any of its
affiliates, on the one hand, and the Purchaser or any of its
affiliates, on the other hand, with respect to the transactions
contemplated hereby nor promises or inducements for future
transactions between or among any of such parties.
5. Representations and
Warranties of the Purchaser .
(a) The Purchaser represents
and warrants to the Seller that:
(i) The Purchaser is a
corporation duly incorporated, validly existing and in good
standing under the laws of Maryland and has all the requisite
right, power and authority, and has taken all actions necessary to
authorize the Purchaser to execute, deliver and perform its
obligations under this Agreement. This Agreement is a legal, valid
and binding obligation of the Purchaser, enforceable in accordance
with its terms, subject to bankruptcy, insolvency, reorganization,
moratorium and other laws of general applicability relating to or
affecting creditors’ rights and to general equity principles.
The execution and delivery of this Agreement by the Purchaser, the
compliance by the Purchaser with all of the provisions of, and the
performance by the Purchaser of its obligations under, this
Agreement and the consummation of the transactions contemplated in
this Agreement will not conflict with or result in a breach or
violation of any of the terms or provisions of, or constitute a
default under, (A) the Certificate of Incorporation or Bylaws of
the Purchaser, (B) any instrument, contract or other agreement to
which the Purchaser is a party or by which the Purchaser is bound
or to which any of its properties or assets may be bound or
subject, in each case, the breach or violation of which or default
under which would be reasonably expected to have a material adverse
effect on the ability of the Purchaser to comply with its
obligations hereunder, or (C) any law or statute or any order, rule
or regulation of any Governmental Authority having jurisdiction
over the Purchaser or any of its subsidiaries or any of
their
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properties and no consent,
approval, authorization, order, registration, clearance or
qualification or notification of, with or to any such Governmental
Authority is required of the Purchaser for the purchase of such
Purchased Units by the Purchaser under this Agreement.
(ii) There are no legal or
governmental proceedings pending to which the Purchaser is a party
or of which any property of the Purchaser is the subject that, if
determined adversely to the Purchaser, would individually or in the
aggregate have a material adverse effect on the Purchaser’s
ability to perform its obligations under this Agreement, and, to
the best of the Purchaser’s knowledge, no such proceedings
are threatened or contemplated by any such Governmental Authority
or threatened by others.
(iii) No fees or commissions
are or will be payable by the Purchaser to brokers, finders, or
investment bankers with respect to the purchase of the Purchased
Units or the consummation of the transactions contemplated by this
Agreement. The Purchaser agrees that it will indemnify and hold
harmless the Seller from and against any and all claims, demands,
or liabilities for broker’s, finder’s, placement, or
other similar fees or commissions incurred by the Purchaser or
alleged to have been incurred by the Purchaser in connection with
the purchase of the Purchased Units or the consummation of the
transactions contemplated by this Agreement.
(iv) There are no other
agreements by, among or between the Purchaser and any of its
affiliates, on the one hand, and the Seller or any of its
affiliates, on the other hand, with respect to the transactions
contemplated hereby nor promises or inducements for future
transactions between or among any of such parties.
(v) The Purchaser is
acquiring the Purchased Units for its own account, and not with a
view to any distribution, resale, subdivision, or fractionalization
thereof in violation of the Act or any other applicable domestic or
foreign securities law, and the Purchaser has no present plans to
enter into any contract, undertaking, agreement or arrangement for
any such distribution, resale, subdivision, or fractionalization of
such Purchased Units. The Purchaser is acquiring the Purchased
Units in the ordinary course of its business as an investment
company.
(b) In the event that the
Registration Condition is not applicable, the Purchaser further
represents and warrants to the Seller that:
(i) The Purchaser is an
“accredited investor” as defined in Rule 501(a) of
Regulation D promulgated under the Act.
(ii) The Purchaser has
carefully reviewed the documents filed by the Seller with the
Commission under the Exchange Act within the 18 months prior to the
date of this Agreement, including the Seller’s Annual Reports
on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on
Form 8-K and other filings (the “ Partnership
Information ”).
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(iii) The Purchaser is able
to bear the economic risk of losing its entire investment in the
Seller. The Purchaser has knowledge and experience in financial and
business matters that it is capable of evaluating the risks and
merits of this investment.
(iv) The Purchaser
acknowledges and agrees that, based in part upon its
representations contained herein and in reliance upon applicable
exemptions, the purchase and sale of the Purchased Units has not
been registered under the Act or the securities laws of any other
domestic or foreign jurisdiction. Accordingly, the Purchased Units
may not be offered for sale, sold, pledged, hypothecated, or
otherwise transferred in whole or in part except in accordance with
the terms of the Partnership Agreement and in compliance with all
applicable laws, including securities laws. The Purchaser
acknowledges that it has been advised that the Seller has no
obligation to register the Purchased Units under the Act or any
other securities laws or to comply with any exemption under the Act
or any other securities law which would permit the Purchaser to
sell the Purchaser’s Purchased Units except as set forth in
Section 20 hereof.
6. Information . If
the Registration Condition is applicable, the Purchaser shall
supply such information with respect to itself, its directors,
officers and shareholders as the Seller may reasonably request for
the purpose of preparation of the Prospectus. The Seller shall
supply to a Purchaser such information with respect to itself, its
directors, officers and unitholders and such other matters as the
Purchaser may reasonably request for the purpose of preparation of
any notice, form or other documents required to be filed with any
Governmental Authority.
7. Confidentiality .
The parties acknowledge and agree that the Confidentiality
Agreement between the Seller and the Purchaser relating to the
transactions that are the subject of this Agreement remains in full
force and effect.
8. Further Assurances.
Each party agrees to execute, acknowledge and deliver such further
instruments and to do all such other acts as may be necessary or
appropriate to carry out the purposes and intent of this
Agreement.
9. Additional Covenants of
the Parties.
(a) The Seller
Lock-up. Prior to the date that is 90 days after the Closing,
the Seller agrees not to, directly or indirectly, (i) offer for
sale, sell, pledge or otherwise dispose of (or enter into any
transaction or device that is designed to, or could be expected to,
result in the disposition by any person at any time in the future)
any common units of the Seller or securities convertible into or
exchangeable for common units of the Seller, or (ii) enter into any
swap or other derivative transaction that transfers to another, in
whole or in part, any of the economic benefits or risks of
ownership of such common units of the Seller, whether any such
transaction described in clause (i) or (ii) above is to be settled
by delivery of the common units of the Seller or other securities,
in cash or otherwise, in each case without the prior written
consent of the Purchaser, other than (A) private placements of the
Seller’s common units to other purchasers concurrent with the
Closing, (B) up to 4,000,000 (Four Million) common units of the
Seller sold pursuant to one or more public underwritten public
offerings and/or private placements to finance the Acquisition and
(C) additional common units of the Seller and options therefor to
be issued by the Seller to employees and directors of the Seller
under benefits plans existing on the date hereof.
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(b) The Purchaser
Lock-up. From and including the Closing through and including
the date that is 90 days after the Closing, the Purchaser agrees
not to, directly or indirectly, (i) offer for sale, sell, pledge or
otherwise dispose of (or enter into any transaction or device that
is designed to, or could be expected to, result in the disposition
by any person at any time in the future) the Purchased Units, or
(ii) enter into any swap or other derivative transaction that
transfers to another, in whole or in part, any of the economic
benefits or risks of ownership of such Purchased Units, whether any
such transaction described in clause (i) or (ii) above is to be
settled by delivery of the Purchased Units or other securities, in
cash or otherwise, in each case without the prior written consent
of the Seller.
(c) Amendments to
Registration Statement. From and after the date hereof until
the Closing, the Seller will not file any amendment or supplement
to the Registration Statement without notifying the
Purchaser.
(d) Prospectus
Supplement. If any Purchased Units are sold under the
Registration Statement, the Seller will prepare and file promptly a
prospectus supplement reflecting the sale of such Purchased Units
to the Purchaser and will indicate therein the use of proceeds for
such sales.
10.
Indemnity.
(a) Seller Indemnity.
The Seller agrees to indemnify the Purchaser and its officers,
directors, employees and agents, including its investment advisor
(collectively, “ Purchaser Related Parties ”),
from, and hold each of them harmless against any and all actions,
suits, proceedings (including any investigations, litigation or
inquiries), demands, and causes of action, and, in connection
therewith, and promptly upon demand, pay or reimburse each of them
for all reasonable costs, losses, liabilities, damages, or expenses
of any kind or nature whatsoever, including, without limitation,
the reasonable fees and disbursements of counsel and all other
reasonable expenses incurred in connection with investigating,
defending or preparing to defend any such matter that may be
incurred by them or asserted against or involve any of them as a
result of, arising out of, or in any way related to the breach of
any of the representations, warranties or covenants of the Seller
contained herein. Furthermore, the Seller agrees that it will
indemnify and hold harmless the Purchaser from and against any and
all claims, demands, or liabilities for broker’s,
finder’s, placement, or other similar fees or commissions
incurred by the Seller or alleged to have been incurred by the
Seller in connection with the sale of the Purchased Units or the
consummation of the transactions contemplated by this
Agreement.
(b) Purchaser
Indemnity. The Purchaser agrees to indemnify the Seller and its
officers, directors, employees and agents (collectively, “
Seller Related Parties ”) from, and hold each of
them
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