AS
EXHIBITS TO THE FORM 8-K THIS AGREEMENT AND THE OTHER BASIC DOCUMENTS, IN THE
FORM REQUIRED BY THE EXCHANGE ACT.
THEREAFTER, BREITBURN SHALL TIMELY FILE ANY
FILINGS AND NOTICES REQUIRED BY THE COMMISSION OR APPLICABLE LAW WITH RESPECT TO
THE TRANSACTIONS CONTEMPLATED HEREBY.
BREITBURN AND THE PURCHASERS SHALL
CONSULT WITH EACH OTHER IN ISSUING ANY PRESS RELEASES OR OTHERWISE MAKING PUBLIC
STATEMENTS OR FILINGS AND OTHER COMMUNICATIONS WITH THE COMMISSION OR ANY
REGULATORY AGENCY OR THE NASDAQ GLOBAL MARKET WITH RESPECT TO THE TRANSACTIONS
CONTEMPLATED HEREBY, AND NEITHER PARTY SHALL ISSUE ANY SUCH PRESS RELEASE OR
OTHERWISE MAKE ANY SUCH PUBLIC STATEMENT, FILING OR OTHER COMMUNICATION WITHOUT
THE PRIOR CONSENT OF THE OTHER, EXCEPT IF SUCH DISCLOSURE IS REQUIRED BY LAW, IN
WHICH CASE THE DISCLOSING PARTY SHALL PROMPTLY PROVIDE THE OTHER PARTY WITH
PRIOR NOTICE OF SUCH PUBLIC STATEMENT, FILING OR OTHER COMMUNICATION.
NOTWITHSTANDING THE FOREGOING, BREITBURN SHALL NOT PUBLICLY DISCLOSE THE NAME OF
ANY PURCHASER, OR INCLUDE THE NAME OF ANY PURCHASER IN ANY PRESS RELEASE,
WITHOUT THE PRIOR WRITTEN CONSENT OF SUCH PURCHASER EXCEPT TO THE EXTENT THE
NAMES OF THE PURCHASERS ARE INCLUDED IN THIS AGREEMENT AS FILED AS AN EXHIBIT TO
THE 8-K FILING AND THE PRESS RELEASE REFERRED TO IN THE FIRST SENTENCE ABOVE.
16
SECTION 5.5
TAKING OF NECESSARY ACTION.
EACH OF THE PARTIES HERETO
SHALL USE ITS COMMERCIALLY REASONABLE EFFORTS PROMPTLY TO TAKE OR CAUSE TO BE
TAKEN ALL ACTION AND PROMPTLY TO DO OR CAUSE TO BE DONE ALL THINGS NECESSARY,
PROPER OR ADVISABLE UNDER APPLICABLE LAW AND REGULATIONS TO CONSUMMATE AND MAKE
EFFECTIVE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT; PROVIDED, THAT
NOTHING CONTAINED HEREIN SHALL REQUIRE BREITBURN TO CONSUMMATE THE BEP
ACQUISITION.
WITHOUT LIMITING THE FOREGOING, BREITBURN AND EACH PURCHASER WILL
USE ITS COMMERCIALLY REASONABLE EFFORTS TO MAKE ALL FILINGS AND OBTAIN ALL
CONSENTS OF GOVERNMENTAL AUTHORITIES THAT MAY BE NECESSARY OR, IN THE REASONABLE
OPINION OF THE PURCHASERS OR BREITBURN, AS THE CASE MAY BE, ADVISABLE FOR THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE OTHER
BASIC DOCUMENTS.
SECTION 5.6
USE OF PROCEEDS.
BREITBURN SHALL USE THE COLLECTIVE
PROCEEDS FROM THE SALE OF THE PURCHASED UNITS TO FINANCE THE BEP ACQUISITION.
THE REMAINDER OF THE PROCEEDS, IF ANY, SHALL BE USED TO REPAY INDEBTEDNESS UNDER
THE BREITBURN CREDIT FACILITY.
SECTION 5.7
TAX INFORMATION.
BREITBURN SHALL COOPERATE WITH THE
PURCHASERS AND PROVIDE THE PURCHASERS WITH ANY REASONABLY REQUESTED TAX
INFORMATION RELATED TO THEIR OWNERSHIP OF THE PURCHASED UNITS.
ARTICLE VI
DELIVERIES
SECTION 6.1
BREITBURN DELIVERIES.
AT THE CLOSING, SUBJECT TO THE
TERMS AND CONDITIONS OF THIS AGREEMENT, BREITBURN WILL DELIVER, OR CAUSE TO BE
DELIVERED, TO EACH PURCHASER:
(A)
THE PURCHASED UNITS BY DELIVERING CERTIFICATES (BEARING THE LEGEND
SET FORTH IN SECTION 4.9) EVIDENCING SUCH PURCHASED UNITS AT THE CLOSING, ALL
FREE AND CLEAR OF ANY LIENS, ENCUMBRANCES OR INTERESTS OF ANY OTHER PARTY;
(B)
OPINIONS ADDRESSED TO THE PURCHASERS FROM OUTSIDE LEGAL COUNSEL TO
BREITBURN AND FROM THE GENERAL COUNSEL OF BREITBURN, GREGORY C.