PARTNERSHIP AGREEMENT, THIS AGREEMENT OR THE REGISTRATION RIGHTS
AGREEMENT AND UNDER APPLICABLE STATE AND FEDERAL SECURITIES LAWS AND OTHER THAN
SUCH LIENS AS ARE CREATED BY THE PURCHASERS.
(F)
THE PURCHASED UNITS WILL BE ISSUED IN COMPLIANCE WITH ALL
APPLICABLE RULES OF THE NASDAQ GLOBAL MARKET.
PRIOR TO THE CLOSING DATE,
BREITBURN WILL SUBMIT TO THE NASDAQ GLOBAL MARKET A NOTIFICATION FORM:
LISTING
OF ADDITIONAL COMMON UNITS WITH RESPECT TO THE PURCHASED UNITS.
BREITBURN'S
CURRENTLY OUTSTANDING COMMON UNITS ARE QUOTED ON THE NASDAQ GLOBAL MARKET AND
BREITBURN HAS NOT RECEIVED ANY NOTICE OF DELISTING.
8
SECTION 3.3
BREITBURN SEC DOCUMENTS.
BREITBURN HAS FILED TIMELY WITH THE
COMMISSION ALL FORMS, REGISTRATION STATEMENTS, REPORTS, SCHEDULES AND STATEMENTS
REQUIRED TO BE FILED BY IT UNDER THE EXCHANGE ACT OR THE SECURITIES ACT (ALL
SUCH DOCUMENTS FILED ON OR PRIOR TO THE DATE OF THIS AGREEMENT, COLLECTIVELY,
THE "BREITBURN SEC DOCUMENTS").
THE BREITBURN SEC DOCUMENTS, INCLUDING, WITHOUT
LIMITATION, ANY AUDITED OR UNAUDITED FINANCIAL STATEMENTS AND ANY NOTES THERETO
OR SCHEDULES INCLUDED THEREIN (THE "BREITBURN FINANCIAL STATEMENTS"), AT THE
TIME FILED (IN THE CASE OF REGISTRATION STATEMENTS, SOLELY ON THE DATES OF
EFFECTIVENESS) (EXCEPT TO THE EXTENT CORRECTED BY A SUBSEQUENTLY FILED BREITBURN
SEC DOCUMENT FILED PRIOR TO THE DATE HEREOF) (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 THE CASE
OF ANY PROSPECTUS, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE) NOT
MISLEADING, (II) COMPLIED AS TO FORM IN ALL MATERIAL RESPECTS WITH THE
APPLICABLE REQUIREMENTS OF THE EXCHANGE ACT AND THE SECURITIES ACT, AS
APPLICABLE, (III) IN THE CASE OF THE BREITBURN FINANCIAL STATEMENTS, 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) IN THE CASE OF THE BREITBURN FINANCIAL STATEMENTS, 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) IN THE CASE OF
THE BREITBURN FINANCIAL STATEMENTS, 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 OF BREITBURN AND ITS
SUBSIDIARIES AS OF THE DATES THEREOF AND THE CONSOLIDATED RESULTS OF ITS
OPERATIONS AND CASH FLOWS FOR THE PERIODS THEN ENDED.
PRICEWATERHOUSECOOPERS
LLP IS AN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM WITH RESPECT TO
BREITBURN AND THE GENERAL PARTNER AND HAS NOT RESIGNED OR BEEN DISMISSED AS
INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS OF BREITBURN AND THE GENERAL PARTNER
AS A RESULT OF OR IN CONNECTION WITH ANY DISAGREEMENT WITH BREITBURN OR THE
GENERAL PARTNER ON A MATTER OF ACCOUNTING PRINCIPLES OR PRACTICES, FINANCIAL
STATEMENT DISCLOSURE OR AUDITING SCOPE OR PROCEDURE.
Section 3.4
No Material Adverse Change.
Except as set forth in or