ADVISOR, AGENT OR FIDUCIARY OF LINN (OR IN ANY SIMILAR
CAPACITY) WITH RESPECT TO THIS AGREEMENT OR THE OTHER BASIC DOCUMENTS AND ANY
ADVICE GIVEN BY ANY PURCHASER OR ANY OF ITS RESPECTIVE REPRESENTATIVES IN
CONNECTION WITH THIS AGREEMENT OR THE OTHER BASIC DOCUMENTS IS MERELY INCIDENTAL
TO THE PURCHASERS' PURCHASE OF PURCHASED UNITS AND PURCHASED CLASS C UNITS.
LINN FURTHER REPRESENTS TO EACH PURCHASER THAT LINN'S DECISION TO ENTER INTO
THIS AGREEMENT HAS BEEN BASED SOLELY ON THE INDEPENDENT EVALUATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY BY LINN AND ITS REPRESENTATIVES.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF EACH PURCHASER
Each Purchaser, severally and not jointly, represents and warrants to Linn with
respect to itself, on and as of the date of this Agreement and on and as of the
Closing Date, as follows:
SECTION 4.01.
VALID EXISTENCE.
SUCH PURCHASER (I) IS DULY ORGANIZED,
VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF ITS RESPECTIVE
JURISDICTION OF ORGANIZATION AND (II) HAS ALL REQUISITE POWER, AND HAS ALL
MATERIAL GOVERNMENTAL LICENSES, AUTHORIZATIONS, CONSENTS AND APPROVALS,
NECESSARY TO OWN ITS PROPERTIES AND CARRY ON ITS BUSINESS AS ITS BUSINESS IS NOW
BEING CONDUCTED, EXCEPT WHERE THE FAILURE TO OBTAIN SUCH LICENSES,
AUTHORIZATIONS, CONSENTS AND APPROVALS WOULD NOT HAVE AND WOULD NOT REASONABLY
BE EXPECTED TO HAVE A PURCHASER MATERIAL ADVERSE EFFECT.
SECTION 4.02.
NO BREACH.
THE EXECUTION, DELIVERY AND PERFORMANCE BY
SUCH PURCHASER OF THE BASIC DOCUMENTS TO WHICH IT IS A PARTY AND ALL OTHER
AGREEMENTS AND INSTRUMENTS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY
THE BASIC DOCUMENTS TO WHICH IT IS A PARTY, AND
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COMPLIANCE BY SUCH PURCHASER WITH THE TERMS AND PROVISIONS HEREOF AND THEREOF
AND THE PURCHASE OF THE PURCHASED CLASS C UNITS AND THE PURCHASED UNITS BY SUCH
PURCHASER DO NOT AND WILL NOT (A) VIOLATE ANY PROVISION OF ANY LAW, GOVERNMENTAL
PERMIT, DETERMINATION OR AWARD HAVING APPLICABILITY TO SUCH PURCHASER OR ANY OF
ITS PROPERTIES, (B) CONFLICT WITH OR RESULT IN A VIOLATION OF ANY PROVISION OF
THE ORGANIZATIONAL DOCUMENTS OF SUCH PURCHASER OR (C) REQUIRE ANY CONSENT (OTHER
THAN STANDARD INTERNAL CONSENTS), APPROVAL OR NOTICE UNDER OR RESULT IN A
VIOLATION OR BREACH OF OR CONSTITUTE (WITH OR WITHOUT DUE NOTICE OR LAPSE OF
TIME OR BOTH) A DEFAULT (OR GIVE RISE TO ANY RIGHT OF TERMINATION, CANCELLATION
OR ACCELERATION) UNDER (I) ANY NOTE, BOND, MORTGAGE, LICENSE, OR LOAN OR CREDIT
AGREEMENT TO WHICH SUCH PURCHASER IS A PARTY OR BY WHICH SUCH PURCHASER OR ANY
OF ITS PROPERTIES MAY BE BOUND OR (II) ANY OTHER SUCH AGREEMENT, INSTRUMENT OR
OBLIGATION, EXCEPT IN THE CASE OF CLAUSES (A) AND (C) WHERE SUCH VIOLATION,
DEFAULT, BREACH, TERMINATION, CANCELLATION, FAILURE TO RECEIVE CONSENT OR
APPROVAL, OR ACCELERATION WITH RESPECT TO THE FOREGOING PROVISIONS OF THIS
SECTION 4.02 WOULD NOT, INDIVIDUALLY OR IN THE AGGREGATE, REASONABLY BE EXPECTED
TO HAVE A PURCHASER MATERIAL ADVERSE EFFECT.
SECTION 4.03.
INVESTMENT.
THE PURCHASED CLASS C UNITS AND THE
PURCHASED UNITS ARE BEING ACQUIRED FOR SUCH PURCHASER'S OWN ACCOUNT, OR