PURCHASED UNITS BASED ON THEIR COMMITMENT AMOUNTS OR BY LINN
ENERGY, (I) IF ANY REPRESENTATION OR WARRANTY OF THE OTHER PARTY SET FORTH IN
THIS AGREEMENT SHALL BE UNTRUE IN ANY MATERIAL RESPECT WHEN MADE, OR (II) UPON A
BREACH IN ANY MATERIAL RESPECT OF ANY COVENANT OR AGREEMENT ON THE PART OF THE
OTHER SET FORTH IN THIS AGREEMENT (EITHER (I) OR (II) ABOVE BEING A "TERMINATING
BREACH"); PROVIDED, THAT, EACH TERMINATING BREACH WOULD CAUSE THE CONDITIONS TO
THE NON-TERMINATING PARTY'S OBLIGATIONS NOT TO BE SATISFIED AND SUCH TERMINATING
BREACH IS NOT CURED WITHIN 20 DAYS AFTER WRITTEN NOTICE FROM THE NON-BREACHING
PARTY.
(B)
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THIS AGREEMENT
SHALL AUTOMATICALLY TERMINATE ON OR ANY TIME PRIOR TO THE CLOSING:
(I)
IF THE CLOSING SHALL NOT HAVE OCCURRED ON OR BEFORE DECEMBER 1,
2007;
(II)
IF LESS THAN $850 MILLION IS RECEIVED BY LINN ENERGY FROM THE
PURCHASERS ON THE CLOSING DATE;
(III)
IF THE DOMINION ACQUISITION AGREEMENT SHALL HAVE BEEN TERMINATED
PURSUANT TO ITS TERMS; OR
(IV)
IF A LAW SHALL HAVE BEEN ENACTED OR PROMULGATED, OR IF ANY ACTION
SHALL HAVE BEEN TAKEN BY ANY GOVERNMENTAL AUTHORITY OF COMPETENT JURISDICTION
WHICH PERMANENTLY RESTRAINS, PRECLUDES, ENJOINS OR OTHERWISE PROHIBITS THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR MAKES THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT ILLEGAL.
(C)
IN THE EVENT OF THE TERMINATION OF THIS AGREEMENT AS PROVIDED IN
SECTION 8.12(A) OR SECTION 8.12(B), THIS AGREEMENT SHALL FORTHWITH BECOME NULL
AND VOID.
IN THE EVENT OF SUCH TERMINATION, THERE SHALL BE NO LIABILITY ON THE
PART OF ANY PARTY HERETO, EXCEPT AS SET FORTH IN ARTICLE VII OF THIS AGREEMENT
AND SECTION 8.12(D) OF THIS AGREEMENT AND EXCEPT WITH RESPECT TO THE REQUIREMENT
TO COMPLY WITH ANY CONFIDENTIALITY AGREEMENT IN FAVOR OF LINN ENERGY; PROVIDED
THAT NOTHING HEREIN SHALL RELIEVE ANY PARTY FROM ANY LIABILITY OR OBLIGATION
WITH RESPECT TO ANY WILLFUL BREACH OF THIS AGREEMENT.
(D)
IN THE EVENT OF THE TERMINATION OF THIS AGREEMENT AS PROVIDED IN
SECTION 8.12(B)(I), AND IF A PURCHASER IS NOT IN BREACH OR DEFAULT IN ANY
MATERIAL RESPECT UNDER ANY OF THE TERMS OF THIS AGREEMENT, THEN LINN ENERGY
SHALL PAY TO SUCH PURCHASER A FEE EQUAL TO 0.10% OF THE AGGREGATE PURCHASE PRICE
FOR THE PURCHASED UNITS THAT SUCH PURCHASER IS COMMITTED TO PURCHASE PURSUANT TO
THIS AGREEMENT.
SECTION 8.13.
EXPENSES.
LINN ENERGY HEREBY COVENANTS AND AGREES
TO REIMBURSE PILLSBURY WINTHROP SHAW PITTMAN LLP FOR REASONABLE AND DOCUMENTED
COSTS AND EXPENSES (INCLUDING LEGAL FEES) INCURRED IN CONNECTION WITH THE
NEGOTIATION, EXECUTION, DELIVERY AND PERFORMANCE OF THE BASIC DOCUMENTS AND THE
TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, PROVIDED THAT SUCH COSTS AND
EXPENSES DO NOT EXCEED $75,000 AND THAT ANY REQUEST FOR SUCH EXPENSE
REIMBURSEMENT BE ACCOMPANIED BY A DETAILED INVOICE FOR SUCH AMOUNT.
IF ANY
ACTION AT LAW OR EQUITY IS NECESSARY TO ENFORCE OR INTERPRET THE TERMS OF THE
BASIC DOCUMENTS, THE
37
PREVAILING PARTY SHALL BE ENTITLED TO REASONABLE ATTORNEY'S FEES, COSTS AND
NECESSARY