(X) A REGISTRATION OBLIGATION UNDER SECTION 6111
OF THE CODE AND THE TREASURY REGULATIONS THEREUNDER, OR (Y) A LIST MAINTENANCE
OBLIGATION UNDER SECTION 6112 OF THE CODE AND THE TREASURY REGULATIONS
THEREUNDER, IN EACH CASE AS AMENDED BY ANY GUIDANCE PUBLISHED BY THE INTERNAL
REVENUE SERVICE APPLICABLE AT THE TIME OF ANY "LISTED TRANSACTION" OR ANY OTHER
"REPORTABLE TRANSACTION"; AND
(K)
AS OF THE CLOSING DATE, PURSUANT TO THE
CONVERSIONS, EACH OF THE ACQUIRED COMPANIES WILL BE A DISREGARDED ENTITY FOR
UNITED STATES FEDERAL INCOME TAX PURPOSES.
Section 4.12
Employee and Labor Matters.
(A)
THE ACQUIRED COMPANIES DO NOT HAVE ANY
EMPLOYEES, NOR DO ANY OF THE ACQUIRED COMPANIES SPONSOR, MAINTAIN, CONTRIBUTE
TO, OR HAVE AN OBLIGATION TO CONTRIBUTE TO, ANY EMPLOYEE BENEFIT OR EMPLOYEE
RETIREMENT PLANS. SCHEDULE 4.12 SETS FORTH A TRUE AND COMPLETE LIST, AS OF THE
DATE SET FORTH THEREIN, OF THE BUSINESS EMPLOYEES. WITHIN TEN (10) BUSINESS DAYS
FOLLOWING EXECUTION OF THIS AGREEMENT, QUICKSILVER SHALL PROVIDE TO BREITBURN A
DESCRIPTION OF EACH SUCH EMPLOYEE'S NAME, JOB TITLE, WORK LOCATION, EMPLOYER'S
NAME AND CURRENT BASE SALARY OR
38
BASE WAGES. NO CHANGES IN SUCH BASE SALARY OR BASE WAGES FOR SUCH EMPLOYEES HAVE
BEEN MADE, PROMISED OR AUTHORIZED SINCE JUNE 30, 2007, FOR WHICH BREITBURN WILL
BE LIABLE AFTER CLOSING. EXCEPT AS SET FORTH ON SCHEDULE 4.12(A), NEITHER
QUICKSILVER NOR ANY ACQUIRED COMPANY IS A PARTY TO, BOUND BY, OR IN NEGOTIATION
WITH RESPECT TO ANY AGREEMENT WITH ANY BUSINESS EMPLOYEE, INCLUDING ANY
AGREEMENT, PLAN, OR PROGRAM RELATING TO THE PURCHASE OR ISSUANCE OF EQUITY
INTERESTS IN QUICKSILVER OR ANY ACQUIRED COMPANY BY ANY BUSINESS EMPLOYEE.
(B)
QUICKSILVER HAS COMPLIED IN ALL MATERIAL
RESPECTS WITH ALL LEGAL REQUIREMENTS RELATING TO EMPLOYMENT PRACTICES, TERMS AND
CONDITIONS OF EMPLOYMENT, EQUAL EMPLOYMENT OPPORTUNITY, NONDISCRIMINATION,
IMMIGRATION, WAGES, HOURS, BENEFITS, AND OTHER REQUIREMENTS UNDER APPLICABLE
STATE AND FEDERAL LAW, THE PAYMENT OF SOCIAL SECURITY AND SIMILAR TAXES AND
OCCUPATIONAL SAFETY AND HEALTH FOR THE BUSINESS EMPLOYEES. NEITHER QUICKSILVER
NOR ANY ACQUIRED COMPANY IS LIABLE FOR THE PAYMENT OF ANY TAXES, FINES,
PENALTIES, OR OTHER AMOUNTS, HOWEVER DESIGNATED, FOR FAILURE TO COMPLY WITH ANY
OF THE FOREGOING LEGAL REQUIREMENTS.
(C)
QUICKSILVER IS NOT A PARTY TO, BOUND BY, OR
IN NEGOTIATION WITH RESPECT TO ANY AGREEMENT INVOLVING THE BUSINESS EMPLOYEES
WITH ANY EMPLOYEE ORGANIZATION OR OTHER EMPLOYEE GROUP, NOR, TO THE KNOWLEDGE OF
QUICKSILVER, ARE ANY BUSINESS EMPLOYEES REPRESENTED BY ANY EMPLOYEE
ORGANIZATION. NO EMPLOYEE ORGANIZATION HAS BEEN CERTIFIED OR RECOGNIZED AS THE
COLLECTIVE BARGAINING REPRESENTATIVE OF ANY BUSINESS EMPLOYEE. TO QUICKSILVER'S
KNOWLEDGE, THERE ARE NO EMPLOYEE ORGANIZATIONAL CAMPAIGNS OR REPRESENTATION
PROCEEDINGS UNDER WAY OR THREATENED WITH RESPECT TO ANY BUSINESS EMPLOYEES.
THERE ARE NO EXISTING OR, TO THE KNOWLEDGE OF QUICKSILVER, THREATENED, LABOR
STRIKES, WORK STOPPAGES, SLOWDOWNS, GRIEVANCES, UNFAIR LABOR PRACTICE CHARGES,
DISCRIMINATION CHARGES, OR LABOR ARBITRATION PROCEEDINGS AFFECTING THE BUSINESS.
Section 4.13
Environmental Matters. Within ten
(10) days following the date of this Agreement, Quicksilver and the Acquired
Companies will make available to BreitBurn all material environmental
investigations or audits