THAN ACTING AS A RESELLER OR MARKETER OF SUCH
HYDROCARBONS (THE "END USER CONTRACTS"), THEN THE FOLLOWING PROVISIONS OF THIS
SECTION 6.23 SHALL APPLY.
(B)
QUICKSILVER AND BREITBURN SHALL USE
COMMERCIALLY REASONABLE EFFORTS TO IDENTIFY ALL END USER CONTRACTS WITHIN TWENTY
FIVE (25) DAYS AFTER THE DATE OF THIS AGREEMENT. EACH PARTY SHALL NOTIFY THE
OTHER OF THOSE CONTRACTS WHICH IT HAS IDENTIFIED AS END USER CONTRACTS.
(C)
BREITBURN MAY NOTIFY QUICKSILVER OF ITS
ELECTION TO INCLUDE ANY ONE OR MORE OF THE END USER CONTRACTS IDENTIFIED AND
NOTIFIED BY EITHER PARTY PURSUANT TO CLAUSE (B) ABOVE IN THE EXCLUDED ASSETS, IN
WHICH CASE SUCH END USER CONTRACTS SHALL BE DEEMED PART OF THE EXCLUDED ASSETS
(THE "SUBJECT CONTRACTS"). THE AFORESAID NOTICE SHALL BE GIVEN BY BREITBURN TO
QUICKSILVER WITHIN THIRTY (30) DAYS AFTER THE DATE OF THIS AGREEMENT. ANY END
USER CONTRACTS NOT INCLUDED IN EXCLUDED ASSETS PURSUANT TO SUCH NOTICE SHALL
REMAIN PART OF THE ACQUIRED ASSETS. IF ANY SUBJECT CONTRACT IS HELD BY AN
AFFILIATE OF QUICKSILVER, THEN SUCH SUBJECT CONTRACT SHALL BE ASSIGNED BY SUCH
AFFILIATE TO QUICKSILVER, TO THE EXTENT SUCH SUBJECT CONTRACT IS ASSIGNABLE,
PRIOR TO THE CLOSING.
(D)
AS TO EACH SUBJECT CONTRACT, AT CLOSING
BREITBURN AND QUICKSILVER SHALL ENTER INTO AN AGREEMENT WHEREBY BREITBURN AGREES
TO (I) SELL TO QUICKSILVER THE VOLUMES OF HYDROCARBONS COVERED BY SUCH SUBJECT
CONTRACT ON THE SAME TERMS AND CONDITIONS THAT ARE CONTAINED IN SUCH SUBJECT
CONTRACT; PROVIDED, THE SALES PRICE TO QUICKSILVER FOR EACH MMBTU OR OTHER
APPLICABLE UNIT OF MEASURE SHALL BE THE MMBTU PRICE OR OTHER UNIT PRICE
APPLICABLE UNDER THE SUBJECT CONTRACT LESS $0.02 MCFE AND (II) PROVIDE
EVERYTHING NECESSARY AND PERFORM EVERY ACTION NECESSARY (OTHER THAN NOMINATION,
SCHEDULING AND MARKETING SERVICES THAT SHALL BE PROVIDED BY QUICKSILVER AT ITS
SOLE COST AND EXPENSE), INCLUDING, WITHOUT LIMITATION, PROVIDING TRANSPORTATION,
AT BREITBURN'S SOLE COST AND EXPENSE, FOR QUICKSILVER TO COMPLY IN ALL RESPECTS
WITH ITS OBLIGATIONS UNDER SUCH SUBJECT CONTRACT. BY WAY OF CLARIFICATION,
BREITBURN SHALL HAVE THE SAME TERMINATION AND NON-RENEWAL RIGHTS THAT
QUICKSILVER OR ITS AFFILIATE HAVE UNDER THE SUBJECT CONTRACT AND APPLICABLE LAW.
BREITBURN ACKNOWLEDGES AND AGREES THAT QUICKSILVER SHALL HAVE THE RIGHT TO
TERMINATE ANY OF THE SUBJECT CONTRACTS AS PROVIDED THEREIN AND SHALL HAVE NO
OBLIGATION TO EXTEND OR RENEW ANY OF THE SUBJECT CONTRACTS.
(E)
FOLLOWING THE CLOSING, BREITBURN MAY NOTIFY
QUICKSILVER OF ITS ELECTION TO ACCEPT THE ASSIGNMENT OF ANY ONE OR MORE OF THE
SUBJECT CONTRACTS, IN WHICH CASE QUICKSILVER SHALL ASSIGN SUCH SUBJECT CONTRACTS
TO BREITBURN (WITHOUT RECOURSE, REPRESENTATION OR WARRANTY BY QUICKSILVER BUT
FREE AND CLEAR OF ANY LIENS CREATED BY, THROUGH OR UNDER QUICKSILVER ENCUMBERING
SUCH SUBJECT CONTRACTS OTHER THAN PERMITTED LIENS), SUBJECT TO OBTAINING ANY
REQUIRED CONSENT FROM THE COUNTERPARTY UNDER SUCH SUBJECT CONTRACTS. ANY SUBJECT
CONTRACT SO ASSIGNED BY QUICKSILVER TO BREITBURN PURSUANT TO THIS SECTION
6.23(D) SHALL AUTOMATICALLY BE DEEMED TO BE AN ACQUIRED ASSET.
67
ARTICLE VII
CONDITIONS
Section 7.1
Conditions Precedent to
Obligations of BreitBurn and Quicksilver.