AGREEMENT ARE THE BENEFICIAL OWNERS OF THE UNITS SET FORTH OPPOSITE SUCH
PERSON'S NAME ON SCHEDULE 3.14 TO THIS AGREEMENT.
SECTION 3.15.
UNITHOLDER VOTING AGREEMENT.
LINN HAS, CONTEMPORANEOUSLY
WITH ENTERING INTO THIS AGREEMENT, ENTERED INTO THE UNITHOLDER VOTING AGREEMENT
IN THE FORM ATTACHED HERETO AS EXHIBIT D.
SECTION 3.16.
INTERNAL ACCOUNTING CONTROLS.
EXCEPT AS DISCLOSED IN THE
LINN SEC DOCUMENTS, LINN AND ITS SUBSIDIARIES MAINTAIN A SYSTEM OF INTERNAL
ACCOUNTING CONTROLS SUFFICIENT TO PROVIDE REASONABLE ASSURANCE THAT (I)
TRANSACTIONS ARE EXECUTED IN ACCORDANCE WITH MANAGEMENT'S GENERAL OR SPECIFIC
AUTHORIZATIONS, (II) TRANSACTIONS ARE RECORDED AS NECESSARY TO PERMIT
PREPARATION OF FINANCIAL STATEMENTS IN CONFORMITY WITH GAAP AND TO MAINTAIN
ASSET ACCOUNTABILITY, (III) ACCESS TO ASSETS IS PERMITTED ONLY IN ACCORDANCE
WITH MANAGEMENT'S GENERAL OR SPECIFIC AUTHORIZATION AND (IV) THE RECORDED
ACCOUNTABILITY FOR ASSETS IS COMPARED WITH THE EXISTING ASSETS AT REASONABLE
INTERVALS AND APPROPRIATE ACTION IS TAKEN WITH RESPECT TO ANY DIFFERENCES.
SECTION 3.17.
PREEMPTIVE RIGHTS OR REGISTRATION RIGHTS.
EXCEPT (I) AS
SET FORTH IN THE LIMITED LIABILITY COMPANY AGREEMENT, (II) AS SET FORTH IN THE
OTHER ORGANIZATIONAL DOCUMENTS OF LINN AND ITS SUBSIDIARIES, (III) AS PROVIDED
IN THE BASIC DOCUMENTS OR (IV) FOR EXISTING AWARDS
12
UNDER LINN'S LONG-TERM INCENTIVE PLAN AND MEMORANDUM OF UNDERSTANDING REGARDING
COMPENSATION ARRANGEMENTS, THERE ARE NO PREEMPTIVE RIGHTS OR OTHER RIGHTS TO
SUBSCRIBE FOR OR TO PURCHASE, NOR ANY RESTRICTION UPON THE VOTING OR TRANSFER
OF, ANY CAPITAL STOCK OR LIMITED LIABILITY COMPANY OR MEMBERSHIP INTERESTS OF
LINN OR ANY OF ITS SUBSIDIARIES, IN EACH CASE PURSUANT TO ANY OTHER AGREEMENT OR
INSTRUMENT TO WHICH ANY OF SUCH PERSONS IS A PARTY OR BY WHICH ANY ONE OF THEM
MAY BE BOUND.
NONE OF THE EXECUTION OF THIS AGREEMENT, THE ISSUANCE OF THE
PURCHASED CLASS C UNITS OR THE PURCHASED UNITS AS CONTEMPLATED BY THIS AGREEMENT
OR THE CONVERSION OF THE CLASS C UNITS INTO UNITS GIVES RISE TO ANY RIGHTS FOR
OR RELATING TO THE REGISTRATION OF ANY SECURITIES OF LINN, OTHER THAN PURSUANT
TO THE REGISTRATION RIGHTS AGREEMENT.
SECTION 3.18.
INSURANCE.
LINN AND ITS SUBSIDIARIES ARE INSURED AGAINST
SUCH LOSSES AND RISKS AND IN SUCH AMOUNTS AS LINN BELIEVES IN ITS SOLE
DISCRETION TO BE PRUDENT FOR ITS BUSINESSES.
LINN DOES NOT HAVE ANY REASON TO
BELIEVE THAT IT OR ANY SUBSIDIARY WILL NOT BE ABLE TO RENEW ITS EXISTING
INSURANCE COVERAGE AS AND WHEN SUCH COVERAGE EXPIRES OR TO OBTAIN SIMILAR
COVERAGE FROM SIMILAR INSURERS AS MAY BE NECESSARY TO CONTINUE ITS BUSINESS.
SECTION 3.19.
ACKNOWLEDGMENT REGARDING PURCHASE OF PURCHASED UNITS AND
PURCHASED CLASS C UNITS.
LINN ACKNOWLEDGES AND AGREES THAT (I) EACH OF THE
PURCHASERS IS PARTICIPATING IN THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT
AND THE OTHER BASIC DOCUMENTS AT LINN'S REQUEST AND LINN HAS CONCLUDED THAT SUCH
PARTICIPATION IS IN LINN'S BEST INTEREST AND IS CONSISTENT WITH LINN'S
OBJECTIVES AND (II) EACH OF THE PURCHASERS IS ACTING SOLELY IN THE CAPACITY OF
AN ARM'S LENGTH PURCHASER.
LINN FURTHER ACKNOWLEDGES THAT NO PURCHASER IS
ACTING OR HAS ACTED AS AN