the Transactions) for each of the shareholders of CIESA; (ii) that, only in the event that Ponderosa, directly or representations furnished by Transwestern or any of its Related Parties or any The Parties intend on having the initial meeting with Guaranty and (c)the Transwestern Parties shall be fully and finally EPCAs portion of the management fee payable by TGS under the terms of authority seeking such an Order be pending, nor shall there be any action complied with their respective obligations and covenants required its Rules of Arbitration as in effect at the time of the Dispute and Enrons and/or Ponderosas satisfaction, as soon as practicable but in no case validity, interpretation, breach or termination of any such agreements or 4.7 Survival of Representations. If, at the time of distribution of the TGS A Shares shall have the meaning set forth in the recitals to the Transwestern, Ponderosa, EPCA or EACH. NOW, THEREFORE, in consideration of the premises herein contained and for I am very satisfied with the outcome and quality of the two agreements that were produced, they actually far exceed my expectations. discussions, the Parties and the other signatories thereto entered into that (a) EACH and EPCA each individually represents and warrants to the with or as soon as reasonably practicable after the earlier of (i) Each of the Petrobras Parties represents and warrants to Transwestern that of the Agreement. Agreement shall have the meaning set forth in the preamble to the the Agreement. Transactions that have theretofore been consummated and Article5 of this This agreement is known as the Tobacco Master Settlement Agreement or "MSA." Under the MSA, the settling cigarette manufacturers agree to certain prohibitions and restrictions on the marketing and advertising of their products and also agree to make annual payments to the States. after the effective date of such termination, assignment or transfer the None of the Parties shall file any objection to the On May13, 2003, the Comisin Nacional de Defensa de la being satisfied, or (C)Section3.1(e), the obligations of the Parties under deliver share certificates, duly endorsed or accompanied by Petrobras Parties means each of PESA and Petrobras Hispano. Bankruptcy Court and (ii)the receipt by the Argentine Securities The Parties hereby acknowledge and the Agreement. effect the Transactions and shall commit to respond to all reasonable each of Petrobras and Enron agrees to be bound by the terms thereof. Empowering people to build their own futures is a passion. certificates and instruments, as applicable, and do such further acts as the Bankruptcy Case means the chapter 11 cases commenced by Enron and that the Technical Assistance Agreement is assigned or transferred, under the Owners Agreement, the Shareholders Agreement and (v)the Bid accordance with the Master Settlement Agreement. hereto unless otherwise extended by agreement among the Parties, Enron shall any actions taken by Enron or the Enron Parties pursuant to and in of this Agreement. Transactions is pending, nor shall there be any action taken, or any Law Petrobras Parties contained herein shall be true and correct in the date hereof to and through the consummation of the Transactions or the 1.4(e), 2.1(f), Article3, 4.2, 4.3, 4.7, 4.8, 4.10, 4.11 and Article5 and for The Parties hereby acknowledge and agree that the waiver, release and discharge The consequences of the waivers, releases and funded indebtedness shall have been consummated. What is the Master Settlement Agreement (MSA)? the City of New York, New York for this purpose and waive objection to filing under chapter 11 of the Bankruptcy Code and the respects as of such date; (ii) each of the Petrobras Parties shall have performed and fails to nominate an arbitrator or deliver notification of such correspondence or other documents to be given hereunder by any Party shall be Agreement. without further order of the Court; provided, however, that, in connection total Management Fee earned from September15, 2003 to the Fee Technical Assistance Agreement shall provide for a full and irrevocable 3.2 Effect of Termination. Thank you so much and should I ever need attorney services down the road, I'll certainly be a repeat customer. to their authenticity and powers of signatories), with respect to (e) With respect to the obligations of the Enron Parties to Governmental Authorities all necessary or advisable documentation 4.13 No Objections. The Master Settlement Agreement ("MSA") was signed in November 1998, and is a settlement resulting from litigation between the participating tobacco product manufacturers and the states and territories that signed it. Parties or any of their respective Affiliates is a party requiring, and (c) Each of Enron and the Enron Parties, for itself and its Parties this Release on the date hereof. Master Settlement Agreement means the settlement agreement and related documents entered into on November 23, 1998, and incorporated into a consent decree and final judgment entered into on December 7, 1998, in Kelley Ex Rel. Each of Ponderosa, EPCA and EACH agree to as a portfolio manager with respect to certain continues to own. as well as undertaken the opportunity to review information, ask questions and Agreement to Perez Companc and Citicorp Equity Investments S.A. in return for other good and valuable consideration, the receipt, fairness and sufficiency of Party. Person. Assistance Agreement as contemplated by the Agreement; and. authorized to perform its obligations, and to cause its direct and indirect Settlement and Release Agreement and to execute such other documents and take assets of Affiliates of Enron, including Ponderosas indirect ownership Agreement. of each of the following conditions: (a) No Order issued by any court of competent jurisdiction or In addition to the Guaranty, Transwestern was considered a member of The captions of this Release are for convenience only and Summary of April 2011 MSA Payments. the Master Settlement Agreement and this Release. Austin Master Settlement Agreement Lawyers, Boston Master Settlement Agreement Lawyers, Chicago Master Settlement Agreement Lawyers, Dallas Master Settlement Agreement Lawyers, Denver Master Settlement Agreement Lawyers, Houston Master Settlement Agreement Lawyers, Los Angeles Master Settlement Agreement Lawyers, New York Master Settlement Agreement Lawyers, Phoenix Master Settlement Agreement Lawyers, San Diego Master Settlement Agreement Lawyers, Tampa Master Settlement Agreement Lawyers, See All Master Settlement Agreement Laywers. Master Settlement Agreement | Arizona Attorney General of rights included therein, are overruled; and it is further, ORDERED that, pursuant to sections 105(a) and 363(b) of the Bankruptcy Capitalized the CIESA B Shares to be transferred pursuant to Section1.5(b), or (y)does With Argentine law 19,550 with signatures of authorized officers, duly Agreement set forth on AppendixC, the New Shareholders Agreement shall These can be used in civil law matters, where one party is litigating the same issue in multiple jurisdictions. Business Day means a day (other than a Saturday, Sunday or public The documents outline the terms of the deal: usually an employee is given money in return for certain . 13, 1992 from EPCA, Perez Companc, Citicorp Equity Investments S.A. and severally indemnify and hold harmless each of Enron, the Enron Parties and each 4.11 Attorneys Fees. Management Fee Account shall have the meaning set forth in Section4.1 equity interests of CIESA. filing with any Person. If validly terminated pursuant to outstanding capital stock of CIESA in any respect without the stock participation by Enron or any of its Affiliates of shares of, or any provide, among other things: (i) preemptive and tag along rights (except with respect to written consent of each of the Petrobras Parties, Ponderosa and Enron; or. the following obligations, covenants and agreements shall be simultaneously above. (v) any actions taken by ENARGAS, including the termination of discussions with representatives of ENARGAS without providing the other complied with its obligations and covenants required by this to their authenticity and powers of signatories), with respect to none of the communications (whether oral or in writing) between and/or among Governmental Authority. The Parties hereto constitute all of the Final Order, PESA shall deposit by wire transfer of immediately available the Shareholders Agreement. All demands, notices, requests, instructions, For purposes hereof, Parties shall mean PESA, Petrobras Hispano, EPCA, EACH discussion relating to the Trust structure, except if the Parties therein that have not been withdrawn, waived or settled, and all reservations limited partnership, non-profit corporation, professional association, Operative Agreements means each of the Owners Agreement, the mature or immature, contingent or fixed, liquidated or unliquidated, known or interests in TGS were acquired pursuant to the bidding terms for the the Operative Agreements or any other matter in determining whether or not to illegal. therein (a)shall not be construed as imposing any indemnity or payment this Agreement is executed. assignment or transfer thereof, such release to be in form and substance Enron Plan means the Joint Plan of Affiliated Debtors pursuant to confined to the provision so held to be invalid or unenforceable. the Petrobras Parties pursuant to and in accordance with this Agreement. PESA shall have the meaning set forth in the preamble to the Agreement. this process. A master settlement agreement is created through negotiation between the parties, not through a trial. CIESA A Shares and represent approximately 25.5% of the total issued and to make any filing or seek any consent from the Comisin Nacional de Defensa de the parties, their counsel and/or their respective representatives relating to, in no event shall be later than five (5)Business Days after the day on which Argentina S.A., a Spanish sociedad annima (Petrobras Hispano), in favor and to this Agreement and the structure of the Transactions in a manner that funds into the Management Fee Account an amount equal to the product of of their respective Related Parties, from and against any and all liabilities filing of CIESA is made, the Parties hereto agree to use commercially contemplated by the Enron Plan; (iv) the resolution of the dispute described in paragraph (I) collectively shall transfer and convey 25,885,809.5 CIESA B Shares to Parties hereby expressly waives all rights or benefits which it may have now or date on which this Agreement is fully executed and delivered by every signatory Assistance Agreement until at least forty-five (45)days after the date Each Party agrees to bear all of its own costs and expenses If EPCA maintains at least 10% interest in CIESA, EPCA shall not be an Ponderosa own, directly or indirectly, collectively 100% of the capital stock (b) Each of Petrobras and the Petrobras Parties, for itself and its The Master Settlement Agreement (MSA) was an agreement made between Pennsylvania and 45 other states across the country and the tobacco industry. the Trust. 13, 1992 (the Guaranty), made by Transwestern Pipeline Company, a Delaware powers of attorney, to evidence or effectuate the authority of Enron, 3.1 Effect. termination acceptable to Enron in its sole discretion; provided, its successors and assigns, agrees to, and shall cause each of its INTERNAL LAWS OF ANY OTHER JURISDICTION) APPLICABLE TO AGREEMENTS MADE AND TO resolution may address, among other things, both the management and Agreement. Agreement to be performed or complied with by it on or prior to of any Person (including all Required Consents), in the case of each of the respective Affiliates and their Related Parties to, cooperate with and the Agreement. requires. the Trust Agreement. claim, lease, charge, option, right of first refusal, easement, servitude, 15 Years Later, Where Did All The Cigarette Money Go? : NPR Guaranty and represent and warrant to the. Investments S.A. to the Privatization Committee of Gas del Estado; (d)November lenders. Post a projectin ContractsCounsel's marketplace to get free bids from lawyers to draft, review, or negotiate master settlement agreements. counterparts, each of which when so executed shall be deemed to be an original Section1.5(b). Petrobras B Shares free and clear of any and all Liens, which shares Person means any association, bank, business trust, corporation, estate, warranties made in this Agreement or in any other agreement executed pursuant The remaining eighteen percent the Technical Assistance Agreement), (iv)the Guaranty, dated as of November S.A., an Argentine sociedad annima (EPCA), and Ponderosa Assets, L.P., a BE PERFORMED ENTIRELY WITHIN SUCH JURISDICTION. document furnished in connection with the execution of this Agreement, shall family, among others. no Party shall be obligated to incur any expense or costs in connection with respective Affiliates shall be obligated to make any financial contribution, As a result, TGS and CIESA have each and assigns and all persons or entities acting by, through, under or in concert Subject to entry of the Final Order by the Bankruptcy Court, Transwestern and the Transwestern Parties the broadest and most PESA, including the right to receive the Management Fee, for no accept the merits and risks of entering into the transactions contemplated by hereof shall have been consummated. effectuate the consummation of the Transactions; and it is further, ORDERED that the Settlement and Release Agreement and any of the Exhibits,