DEFECT AMOUNT OR TITLE BENEFIT AMOUNT IS NOT TAKEN
INTO ACCOUNT AS AN ADJUSTMENT TO THE INITIAL CONSIDERATION PURSUANT TO
SECTION 6.12, THEN WITHIN TEN (10) DAYS AFTER THE TITLE ARBITRATOR DELIVERS
WRITTEN NOTICE TO BREITBURN AND QUICKSILVER OF HIS AWARD WITH RESPECT TO A TITLE
DEFECT AMOUNT OR A TITLE BENEFIT AMOUNT, (I) BREITBURN SHALL PAY TO QUICKSILVER
THE AMOUNT, IF ANY, SO AWARDED BY THE TITLE ARBITRATOR TO QUICKSILVER AND
(II) QUICKSILVER SHALL PAY TO BREITBURN THE AMOUNT, IF ANY, SO AWARDED BY THE
TITLE ARBITRATOR TO BREITBURN.
(J)
GENERAL DISCLAIMER OF TITLE WARRANTIES
AND REPRESENTATIONS. EXCEPT FOR BREITBURN'S REMEDIES FOR TITLE DEFECTS SET FORTH
IN THIS SECTION 6.12 AND EXCEPT TO THE EXTENT PROVIDED IN SECTION 4.21,
QUICKSILVER MAKES NO WARRANTY OR REPRESENTATION, EXPRESS, IMPLIED, STATUTORY OR
OTHERWISE, WITH RESPECT TO QUICKSILVER'S TITLE TO ANY OF THE QRI ASSETS (OR THE
ACQUIRED COMPANIES' TITLE TO ANY OF THE OTHER ACQUIRED ASSETS) AND BREITBURN
HEREBY ACKNOWLEDGES AND AGREES THAT BREITBURN'S SOLE REMEDY FOR ANY (X) BREACH
OF THE REPRESENTATION SET FORTH IN SECTION 4.21 SHALL BE AS SET FORTH IN
SECTION 9.2(A)(I), AND (Y) DEFECT OF TITLE, INCLUDING ANY TITLE DEFECT, WITH
RESPECT TO ANY OF THE ACQUIRED ASSETS SHALL BE AS SET FORTH IN SECTION 6.12. NO
WARRANTY OF TITLE SHALL BE CONTAINED IN THE ASSET ASSIGNMENTS.
(K)
EXCLUSIVE REMEDY. SECTION 6.12 SHALL BE THE
EXCLUSIVE RIGHT AND REMEDY OF BREITBURN WITH RESPECT TO QUICKSILVER'S (OR THE
ACQUIRED COMPANIES') FAILURE TO HAVE DEFENSIBLE TITLE WITH RESPECT TO ANY OF THE
ACQUIRED ASSETS; PROVIDED, HOWEVER,
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BREITBURN SHALL HAVE THE RIGHTS UNDER SECTION 9.2(A)(I) FOR THE PERIOD SET FORTH
IN SECTION 9.1(A) WITH RESPECT TO A BREACH OF THE WARRANTY SET FORTH IN
SECTION 4.21.
Section 6.13
Preferential Purchase Rights.
(A)
PREFERENTIAL PURCHASE RIGHT PROCEDURES.
WITH RESPECT TO ANY PREFERENTIAL PURCHASE RIGHT PERTAINING TO ANY OF THE
INTERESTS THAT WOULD BE TRIGGERED BY THE TRANSACTIONS CONTEMPLATED HEREBY (EACH,
A "PREFERENTIAL PURCHASE RIGHT"), QUICKSILVER SHALL SEND, WITHIN TEN
(10) BUSINESS DAYS FOLLOWING THE EXECUTION OF THIS AGREEMENT, TO THE HOLDER OF
EACH SUCH RIGHT A WRITTEN NOTICE, IN MATERIAL COMPLIANCE WITH THE CONTRACTUAL
PROVISIONS APPLICABLE TO SUCH PREFERENTIAL PURCHASE RIGHT.
(B)
EXERCISE OF PREFERENTIAL RIGHTS. IF, PRIOR
TO CLOSING, ANY HOLDER OF A PREFERENTIAL PURCHASE RIGHT NOTIFIES QUICKSILVER
THAT IT INTENDS TO CONSUMMATE THE PURCHASE OF ANY PART OF THE INTERESTS AND/OR
ACQUIRED ASSETS TO WHICH ITS PREFERENTIAL PURCHASE RIGHT APPLIES (IN SUCH CASE,
A "PREFERENTIAL RIGHT PROPERTY"), THAT PREFERENTIAL RIGHT PROPERTY SHALL BE
EXCLUDED FROM THE INTERESTS TO BE ASSIGNED AND SOLD TO BREITBURN HEREUNDER, AND
THE INITIAL CONSIDERATION SHALL BE REDUCED BY THE PRELIMINARY ALLOCATED VALUE OF
THE EXCLUDED PREFERENTIAL RIGHT PROPERTY. QUICKSILVER SHALL BE ENTITLED TO ALL
PROCEEDS FROM THE HOLDER OF A PREFERENTIAL PURCHASE RIGHT WHO EXERCISES ITS
RIGHT TO PURCHASE A PREFERENTIAL RIGHT PROPERTY PRIOR TO CLOSING. IF THE HOLDER
OF SUCH PREFERENTIAL RIGHT PROPERTY THEREAFTER FAILS TO CONSUMMATE THE PURCHASE
OF THE PREFERENTIAL RIGHT PROPERTY COVERED BY SUCH RIGHT ON OR BEFORE