THE WRITTEN NOTIFICATION OF THE
DESIGNATED EMPLOYEES TO QUICKSILVER, AS DESCRIBED ABOVE, BREITBURN SHALL BE
DEEMED TO HAVE REPRESENTED, WARRANTED AND CERTIFIED TO QUICKSILVER THAT ITS
DETERMINATION HAS BEEN MADE IN ACCORDANCE WITH ALL APPLICABLE LAW).
(B)
FOR A PERIOD OF TWO (2) YEARS FOLLOWING THE
CLOSING DATE, QUICKSILVER SHALL NOT, DIRECTLY OR INDIRECTLY SOLICIT FOR
EMPLOYMENT, BY QUICKSILVER OR ANY AFFILIATE OF QUICKSILVER, ANY DESIGNATED
EMPLOYEE WHO ACCEPTS A JOB WITH BREITBURN OR AN AFFILIATE OF BREITBURN PURSUANT
TO THE OFFERS OF EMPLOYMENT MADE PURSUANT TO SECTION 6.5(A), UNLESS (IN EACH
CASE PRIOR TO ANY SUCH SOLICITATION) SUCH DESIGNATED EMPLOYEE IS NO LONGER
EMPLOYED BY BREITBURN OR BREITBURN'S AFFILIATES; PROVIDED, HOWEVER, THAT
QUICKSILVER SHALL NOT BE PRECLUDED FROM HIRING ANY EMPLOYEE WHO HAS BEEN
TERMINATED BY BREITBURN OR BREITBURN'S AFFILIATE PRIOR TO COMMENCEMENT OF
EMPLOYMENT DISCUSSIONS BETWEEN QUICKSILVER AND SUCH EMPLOYEE. QUICKSILVER
ACKNOWLEDGES THAT THE PURPOSE OF THIS COVENANT IS TO ENABLE BREITBURN TO
MAINTAIN A STABLE WORKFORCE IN ORDER TO REMAIN IN BUSINESS, AND THAT IT WOULD
DISRUPT, DAMAGE, IMPAIR AND INTERFERE WITH THE BUSINESS IF QUICKSILVER WERE TO
ENGAGE IN THE SOLICITATION PROHIBITED HEREBY.
Section 6.6
Workforce Reduction Notices.
Quicksilver shall be responsible for any workforce reductions carried out on or
before the Closing Date and such reductions, if any, shall be done in accordance
with all applicable Laws and regulations governing the employment relationship
and termination thereof, including, if applicable, the Worker Adjustment and
Retraining Notification Act ("WARN") and regulations promulgated thereunder, and
any comparable state or local Law. BreitBurn shall not be responsible for any
obligations under WARN or its equivalent state statutes and any applicable
regulations thereunder with respect to any employment terminations on or prior
to the Closing Date.
Section 6.7
Inter-Company Transactions;
Insurance.
(A)
EXCEPT AS SET FORTH IN SCHEDULE 6.7(A),
EFFECTIVE AS OF CLOSING, ALL INTER-COMPANY RECEIVABLES OR PAYABLES THEN EXISTING
BETWEEN QUICKSILVER AND ANY AFFILIATES OF
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QUICKSILVER (OTHER THAN THE ACQUIRED COMPANIES), ON THE ONE HAND, AND ANY OF THE
ACQUIRED COMPANIES ON THE OTHER, SHALL BE CANCELLED OR SETTLED BY MAKING
INTER-COMPANY CASH TRANSFERS SO THAT THERE ARE NO OUTSTANDING PAYABLES. IF THE
ACQUIRED COMPANIES FAIL TO HAVE SUFFICIENT CASH ON HAND TO PAY SUCH PAYABLES OR
RECEIVABLES OR OTHER LIABILITIES IN FULL, THEN QUICKSILVER SHALL NONETHELESS
CAUSE ALL SUCH REMAINING PAYABLES OR RECEIVABLES TO BE CANCELED AS OF CLOSING
WITHOUT FURTHER LIABILITY RELATING TO SUCH INTER-COMPANY TRANSACTIONS.
(B)
NOTWITHSTANDING THEIR EXCLUSION FROM CURRENT
ASSETS, ANY INSURANCE PROCEEDS RECEIVABLE OF THE ACQUIRED COMPANIES FOR CASUALTY
LOSSES SUFFERED BY THE ACQUIRED COMPANIES BEFORE, ON OR AFTER THE DATE OF THIS
AGREEMENT SHALL REMAIN WITH THE ACQUIRED COMPANIES, AS APPLICABLE, AFTER
CLOSING. IF ANY CASUALTY LOSSES ARE INCURRED BY THE ACQUIRED COMPANIES AFTER THE
DATE OF THIS AGREEMENT AND PRIOR TO CLOSING, AND SUCH LOSSES ARE INSURED BY
QUICKSILVER'S INSURANCE POLICIES, THEN QUICKSILVER SHALL USE COMMERCIALLY
REASONABLE EFFORTS TO MAKE CLAIMS RELATING TO THOSE LOSSES AND QUICKSILVER SHALL
PAY TO THE ACQUIRED COMPANIES ANY AMOUNTS RECEIVED BY QUICKSILVER PURSUANT