HOWEVER, THAT ANY FILING FEES INCURRED IN CONNECTION WITH
FILINGS MADE IN ACCORDANCE WITH THE HART-SCOTT ACT IN CONNECTION WITH THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT, SHALL BE PAID
AND BORNE SOLELY BY BREITBURN.
Section 6.3
Public Disclosures. Prior to
the Closing Date and for a period of thirty (30) days following the Closing
Date, no Party will (and each Party will ensure that its Affiliates and their
respective representatives will not) issue any press release or make any public
disclosure concerning the transactions contemplated by this Agreement without
the prior written consent of the other Party, which shall not be unreasonably
withheld, delayed or conditioned. Notwithstanding the above, nothing in this
Section 6.3 will preclude any Person from making any disclosures it reasonably
believes are required by Law or stock exchange rules or necessary and proper in
conjunction with the filing of any Tax Return or other document required to be
filed with any Governmental Entity; provided that the respective Party shall
endeavor to allow the other Party reasonable time to review and comment thereon
in advance of such disclosure.
Section 6.4
Pre-Closing Access;
Post-Closing Delivery and Access to Records and Personnel.
(A)
PRE-CLOSING ACCESS. FROM AND AFTER THE DATE
OF THIS AGREEMENT, BUT SUBJECT TO THE OTHER PROVISIONS OF THIS SECTION 6.4,
SECTION 6.14(A) AND SUBJECT TO OBTAINING ANY REQUIRED CONSENTS OF THIRD-PARTY
OPERATORS, QUICKSILVER WILL, AND WILL CAUSE THE ACQUIRED COMPANIES TO, AFFORD
BREITBURN AND ITS REPRESENTATIVES ACCESS, DURING NORMAL BUSINESS HOURS, TO THE
ACQUIRED ASSETS AND OFFICES, PERSONNEL AND ALL BOOKS AND RECORDS OF QUICKSILVER
AND THE
49
ACQUIRED COMPANIES REGARDING THE ACQUIRED ASSETS IN ORDER FOR BREITBURN TO
CONDUCT AN ENVIRONMENTAL ASSESSMENT IN ACCORDANCE WITH SECTION 6.14(A) AND A
TITLE EXAMINATION WITH RESPECT TO THE OIL AND GAS PROPERTIES IN ORDER TO
DETERMINE WHETHER TITLE DEFECTS OR ENVIRONMENTAL DEFECTS EXIST, INSOFAR AS SUCH
BOOKS AND RECORDS ARE IN POSSESSION OF QUICKSILVER OR THE ACQUIRED COMPANIES AND
CAN BE DISCLOSED WITHOUT CONSENT OR APPROVAL OF ANY THIRD PARTY OR WOULD NOT
RESULT IN THE LOSS OR WAIVER OF ANY LEGAL RIGHT OR PRIVILEGE; PROVIDED FURTHER
QUICKSILVER AND THE ACQUIRED COMPANIES WILL USE THEIR REASONABLE EFFORTS TO
OBTAIN A WAIVER OF ANY SUCH THIRD PARTY RESTRICTIONS IN FAVOR OF BREITBURN, BUT
WITHOUT BEING OBLIGATED TO PAY ANY CONSIDERATION OR WAIVE OR RELEASE ANY RIGHT
OR PRIVILEGE TO OBTAIN SUCH WAIVER. SUBJECT TO THE FOREGOING, BREITBURN AND ITS
REPRESENTATIVES MAY EXAMINE ALL ABSTRACTS OF TITLE, TITLE OPINIONS, TITLE FILES,
OWNERSHIP MAPS, LEASE FILES, ASSIGNMENTS, DIVISION ORDERS, OPERATING RECORDS AND
AGREEMENTS, WELL FILES, FINANCIAL AND ACCOUNTING RECORDS, GEOLOGICAL,
GEOPHYSICAL, ENGINEERING AND ENVIRONMENTAL RECORDS, IN EACH CASE INSOFAR AS THE
SAME RELATE TO THE INTERESTS AND MAY NOW BE IN EXISTENCE AND IN THE POSSESSION
OF QUICKSILVER AND THE ACQUIRED COMPANIES. BREITBURN WILL NOT CONTACT ANY OF THE
CUSTOMERS OR SUPPLIERS OF QUICKSILVER OR THE ACQUIRED COMPANIES OR THEIR WORKING
INTEREST CO-OWNERS, OPERATORS, LESSORS OR SURFACE INTEREST OWNERS, IN CONNECTION
WITH THE TRANSACTIONS CONTEMPLATED HEREBY WITHOUT