RESPECTIVE OFFICERS, DIRECTORS OR PROPERTIES, AS APPLICABLE, THAT
(A) QUESTIONS THE VALIDITY OF THIS AGREEMENT OR THE REGISTRATION RIGHTS
AGREEMENT OR THE RIGHT OF BREITBURN TO ENTER INTO THIS AGREEMENT OR THE
REGISTRATION RIGHTS AGREEMENT OR TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED
HEREBY AND THEREBY OR (B) (INDIVIDUALLY OR IN THE AGGREGATE) WOULD REASONABLY BE
EXPECTED TO RESULT IN A BREITBURN MATERIAL ADVERSE EFFECT.
SECTION 3.7
NO BREACH.
THE EXECUTION, DELIVERY AND PERFORMANCE BY
THE BREITBURN PARTIES OF THE BASIC DOCUMENTS TO WHICH THEY ARE PARTIES AND
COMPLIANCE BY THE BREITBURN PARTIES WITH THE TERMS AND PROVISIONS HEREOF AND
THEREOF, AND THE ISSUANCE AND SALE BY BREITBURN OF THE PURCHASED UNITS, DO NOT
AND WILL NOT (A) ASSUMING THE ACCURACY OF THE REPRESENTATIONS AND WARRANTIES OF
THE PURCHASERS CONTAINED HEREIN AND THEIR COMPLIANCE WITH THE COVENANTS
CONTAINED HEREIN, VIOLATE ANY PROVISIONS OF ANY LAW, GOVERNMENTAL PERMIT,
DETERMINATION OR AWARD HAVING APPLICABILITY TO BREITBURN OR ANY OF ITS
SUBSIDIARIES OR ANY OF THEIR RESPECTIVE PROPERTIES, (B) CONFLICT WITH OR RESULT
IN A VIOLATION OR BREACH OF ANY PROVISION OF THE CERTIFICATE OF LIMITED
PARTNERSHIP OR THE OTHER ORGANIZATIONAL DOCUMENTS OF BREITBURN OR ORGANIZATIONAL
DOCUMENTS OF ANY OF BREITBURN'S SUBSIDIARIES, (C) REQUIRE ANY CONSENT, 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 ANY CONTRACT,
9
AGREEMENT, INSTRUMENT, OBLIGATION, NOTE, BOND, MORTGAGE, LICENSE, OR LOAN OR
CREDIT AGREEMENT TO WHICH BREITBURN OR ANY OF ITS SUBSIDIARIES IS A PARTY OR BY
WHICH BREITBURN OR ANY OF ITS SUBSIDIARIES OR ANY OF THEIR RESPECTIVE PROPERTIES
MAY BE BOUND, OR (D) RESULT IN OR REQUIRE THE CREATION OR IMPOSITION OF ANY LIEN
UPON OR WITH RESPECT TO ANY OF THE PROPERTIES NOW OWNED OR HEREAFTER ACQUIRED BY
BREITBURN OR ANY OF ITS SUBSIDIARIES, EXCEPT IN THE CASES OF CLAUSES (A), (C)
AND (D) WHERE ANY SUCH VIOLATION, DEFAULT, BREACH, TERMINATION, CANCELLATION,
FAILURE TO RECEIVE CONSENT APPROVAL OR NOTICE, OR ACCELERATION WITH RESPECT TO
THE FOREGOING PROVISIONS OF THIS SECTION 3.7 WOULD NOT, INDIVIDUALLY OR IN THE
AGGREGATE, REASONABLY LIKELY TO RESULT IN A BREITBURN MATERIAL ADVERSE EFFECT.
SECTION 3.8
AUTHORITY.
EACH BREITBURN PARTY HAS ALL NECESSARY POWER
AND AUTHORITY TO EXECUTE, DELIVER AND PERFORM ITS OBLIGATIONS UNDER THE BASIC
DOCUMENTS; AND THE EXECUTION, DELIVERY AND PERFORMANCE BY EACH BREITBURN PARTY
OF THE BASIC DOCUMENTS HAS BEEN DULY AUTHORIZED BY ALL NECESSARY ACTION ON ITS
PART; AND THE BASIC DOCUMENTS CONSTITUTE THE LEGAL, VALID AND BINDING
OBLIGATIONS OF THE BREITBURN PARTIES THAT ARE PARTIES THERETO, ENFORCEABLE IN
ACCORDANCE WITH THEIR TERMS, EXCEPT AS SUCH ENFORCEABILITY MAY BE LIMITED BY
BANKRUPTCY, INSOLVENCY, FRAUDULENT TRANSFER AND SIMILAR LAWS AFFECTING
CREDITORS' RIGHTS GENERALLY OR BY GENERAL PRINCIPLES OF EQUITY INCLUDING
PRINCIPLES OF COMMERCIAL REASONABLENESS, FAIR DEALING AND GOOD FAITH.
NO
APPROVAL FROM THE HOLDERS OF THE COMMON UNITS IS REQUIRED IN CONNECTION WITH
BREITBURN'S ISSUANCE AND SALE OF