SEC DOCUMENT FILED PRIOR TO THE
DATE OF THIS AGREEMENT) (I) DID NOT CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL
FACT OR OMIT TO STATE A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY
IN ORDER TO MAKE THE STATEMENTS THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER
WHICH THEY WERE MADE, NOT MISLEADING, (II) COMPLIED IN ALL MATERIAL RESPECTS
WITH THE APPLICABLE REQUIREMENTS OF THE EXCHANGE ACT AND THE SECURITIES ACT, AS
THE CASE MAY BE, (III) COMPLIED AS TO FORM IN ALL MATERIAL RESPECTS WITH
APPLICABLE ACCOUNTING REQUIREMENTS AND WITH THE PUBLISHED RULES AND REGULATIONS
OF THE COMMISSION WITH RESPECT THERETO, (IV) WERE PREPARED IN ACCORDANCE WITH
GAAP APPLIED ON A CONSISTENT BASIS DURING THE PERIODS INVOLVED (EXCEPT AS MAY BE
INDICATED IN THE NOTES THERETO OR, IN THE CASE OF UNAUDITED STATEMENTS, AS
PERMITTED BY FORM 10-Q OF THE COMMISSION) AND (V) FAIRLY PRESENT (SUBJECT IN THE
CASE OF UNAUDITED STATEMENTS TO NORMAL, RECURRING AND YEAR-END AUDIT
ADJUSTMENTS) IN ALL MATERIAL RESPECTS THE CONSOLIDATED FINANCIAL POSITION AND
STATUS OF THE BUSINESS OF LINN AS OF THE DATES THEREOF AND THE CONSOLIDATED
RESULTS OF ITS OPERATIONS AND CASH FLOWS FOR THE PERIODS THEN ENDED.
KPMG LLP
IS AN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM WITH RESPECT TO LINN AND HAS
NOT RESIGNED OR BEEN DISMISSED AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS OF
LINN AS A RESULT OF OR IN CONNECTION WITH ANY DISAGREEMENT WITH LINN ON ANY
MATTER OF ACCOUNTING PRINCIPLES OR PRACTICES, FINANCIAL STATEMENT DISCLOSURE OR
AUDITING SCOPE OR PROCEDURES.
SECTION 3.04.
NO MATERIAL ADVERSE CHANGE.
EXCEPT AS SET FORTH IN OR
CONTEMPLATED BY THE LINN SEC DOCUMENTS, AND EXCEPT FOR THE PROPOSED STALLION
ACQUISITION, WHICH HAS BEEN DISCLOSED TO, AND DISCUSSED WITH, EACH OF THE
PURCHASERS, SINCE DECEMBER 31, 2005, LINN AND ITS SUBSIDIARIES HAVE CONDUCTED
THEIR BUSINESS IN THE ORDINARY COURSE, CONSISTENT WITH PAST PRACTICE, AND THERE
HAS BEEN NO (I) CHANGE THAT HAS HAD OR WOULD REASONABLY BE EXPECTED TO HAVE A
LINN MATERIAL ADVERSE EFFECT (II) ACQUISITION OR DISPOSITION OF ANY MATERIAL
ASSET BY LINN OR ANY OF ITS SUBSIDIARIES OR ANY CONTRACT OR ARRANGEMENT
THEREFOR, OTHERWISE THAN FOR FAIR VALUE IN THE ORDINARY COURSE OF BUSINESS,
(III) MATERIAL CHANGE IN LINN'S ACCOUNTING PRINCIPLES, PRACTICES OR METHODS OR
(IV) INCURRENCE OF MATERIAL INDEBTEDNESS (OTHER THAN THE INCURRENCE OF SUCH
INDEBTEDNESS AS IS CONTEMPLATED IN CONNECTION WITH THE STALLION ACQUISITION).
SECTION 3.05.
LITIGATION.
EXCEPT AS SET FORTH IN THE LINN SEC
DOCUMENTS, THERE IS NO ACTION PENDING OR, TO THE KNOWLEDGE OF LINN, CONTEMPLATED
OR THREATENED AGAINST LINN OR ANY OF ITS SUBSIDIARIES OR ANY OF THEIR RESPECTIVE
OFFICERS, DIRECTORS OR PROPERTIES, WHICH (INDIVIDUALLY OR IN THE AGGREGATE)
REASONABLY WOULD BE EXPECTED TO HAVE A LINN MATERIAL ADVERSE EFFECT, WHICH
CHALLENGES THE VALIDITY OF THIS AGREEMENT.
SECTION 3.06.
NO BREACH.
THE EXECUTION, DELIVERY AND PERFORMANCE BY
LINN OF THE BASIC DOCUMENTS TO WHICH IT IS A PARTY AND ALL OTHER AGREEMENTS AND
INSTRUMENTS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THE BASIC
DOCUMENTS, AND COMPLIANCE BY