UNDER COMMON CONTROL
WITH, AN "INVESTMENT COMPANY" WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT
OF 1940, AS AMENDED.
SECTION 3.13
OFFERING.
ASSUMING THE ACCURACY OF THE REPRESENTATIONS
AND WARRANTIES OF THE PURCHASERS CONTAINED IN THIS AGREEMENT, THE SALE AND
ISSUANCE OF THE PURCHASED UNITS PURSUANT TO THIS AGREEMENT ARE EXEMPT FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND NEITHER BREITBURN NOR ANY
AUTHORIZED REPRESENTATIVE ACTING ON ITS BEHALF HAS TAKEN OR WILL TAKE ANY ACTION
HEREAFTER THAT WOULD CAUSE THE LOSS OF SUCH EXEMPTION.
SECTION 3.14
CERTAIN FEES.
NO FEES OR COMMISSIONS WILL BE PAYABLE BY
BREITBURN TO BROKERS, FINDERS OR INVESTMENT BANKERS WITH RESPECT TO THE SALE OF
ANY OF THE PURCHASED UNITS OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED
BY THIS AGREEMENT.
SECTION 3.15
NO SIDE AGREEMENTS.
EXCEPT FOR THE CONFIDENTIALITY
AGREEMENTS AND THE REGISTRATION RIGHTS AGREEMENT ENTERED INTO BY AND BETWEEN
EACH OF THE PURCHASERS AND BREITBURN, THERE ARE NO OTHER AGREEMENTS BY, AMONG OR
BETWEEN BREITBURN OR ANY OF ITS AFFILIATES, ON THE ONE HAND, AND ANY OF THE
PURCHASERS OR THEIR 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.
SECTION 3.16
INTERNAL ACCOUNTING CONTROLS.
BREITBURN AND ITS
SUBSIDIARIES MAINTAIN A SYSTEM OF INTERNAL ACCOUNTING CONTROLS SUFFICIENT TO
PROVIDE REASONABLE ASSURANCE THAT (I) TRANSACTIONS ARE EXECUTED IN ACCORDANCE
WITH MANAGEMENT'S GENERAL OR SPECIFIC AUTHORIZATIONS, (II) TRANSACTIONS ARE
RECORDED AS NECESSARY TO PERMIT PREPARATION OF FINANCIAL STATEMENTS IN
CONFORMITY WITH GAAP AND TO MAINTAIN ASSET ACCOUNTABILITY, (III) ACCESS TO
ASSETS IS PERMITTED ONLY IN ACCORDANCE WITH MANAGEMENT'S GENERAL OR SPECIFIC
AUTHORIZATION AND (IV) THE RECORDED ACCOUNTABILITY FOR ASSETS IS COMPARED WITH
THE EXISTING ASSETS AT REASONABLE INTERVALS AND APPROPRIATE ACTION IS TAKEN WITH
RESPECT TO ANY DIFFERENCES.
SECTION 3.17
MATERIAL AGREEMENTS.
BREITBURN HAS PROVIDED THE
PURCHASERS WITH, OR MADE AVAILABLE TO THE PURCHASERS THROUGH THE BREITBURN SEC
DOCUMENTS, CORRECT AND COMPLETE COPIES OF ALL MATERIAL AGREEMENTS (AS DEFINED IN
SECTION 601(B)(10) OF REGULATION S-K PROMULGATED BY THE COMMISSION) AND OF ALL
EXHIBITS TO THE BREITBURN SEC DOCUMENTS, INCLUDING
11
AMENDMENTS TO OR OTHER MODIFICATIONS OF PRE-EXISTING MATERIAL AGREEMENTS,
ENTERED INTO BY BREITBURN.
SECTION 3.18
PREEMPTIVE RIGHTS OR REGISTRATION RIGHTS.
EXCEPT (I) AS
SET FORTH IN THE PARTNERSHIP AGREEMENT, (II) AS PROVIDED IN THE BASIC DOCUMENTS
OR (III) FOR EXISTING AWARDS UNDER BREITBURN'S 2006 LONG-TERM INCENTIVE PLAN,
THE WASHBURN AMENDED AND RESTATED EMPLOYMENT AGREEMENT OR THE BREITENBACH
AMENDED AND RESTATED EMPLOYMENT AGREEMENT, THERE ARE NO PREEMPTIVE RIGHTS OR
OTHER RIGHTS TO SUBSCRIBE FOR OR TO PURCHASE, NOR ANY RESTRICTION UPON THE
VOTING OR TRANSFER OF, ANY COMMON UNITS OR OTHER LIMITED PARTNERSHIP OR
MEMBERSHIP INTERESTS OF BREITBURN OR ANY OF ITS SUBSIDIARIES, IN EACH CASE
PURSUANT TO ANY OTHER AGREEMENT OR INSTRUMENT TO WHICH ANY OF SUCH PERSONS IS A
PARTY OR BY WHICH ANY ONE OF THEM MAY BE BOUND.
NEITHER THE EXECUTION OF THIS
AGREEMENT, NOR THE ISSUANCE OF THE PURCHASED UNITS AS CONTEMPLATED BY