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
ENERGY 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 ENERGY AND HAS NOT
RESIGNED OR BEEN DISMISSED AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS OF LINN
ENERGY AS A RESULT OF OR IN CONNECTION WITH ANY DISAGREEMENT WITH LINN ENERGY 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 ENERGY SEC DOCUMENTS, AND EXCEPT FOR THE PROPOSED
DOMINION ACQUISITION, WHICH HAS BEEN DISCLOSED TO, AND DISCUSSED WITH, EACH OF
THE PURCHASERS, SINCE DECEMBER 31, 2006, LINN ENERGY 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 ENERGY MATERIAL ADVERSE EFFECT (II) ACQUISITION OR DISPOSITION OF
ANY MATERIAL ASSET BY LINN ENERGY 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 ENERGY'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
DOMINION ACQUISITION).
SECTION 3.05.
LITIGATION.
EXCEPT AS SET FORTH IN THE LINN ENERGY SEC
DOCUMENTS, THERE IS NO ACTION PENDING OR, TO THE KNOWLEDGE OF LINN ENERGY,
CONTEMPLATED OR THREATENED AGAINST LINN ENERGY 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 ENERGY MATERIAL
ADVERSE EFFECT, OR WHICH CHALLENGES THE VALIDITY OF THIS AGREEMENT.
10
SECTION 3.06.
NO BREACH.
THE EXECUTION, DELIVERY AND PERFORMANCE BY
LINN ENERGY OF THE BASIC DOCUMENTS TO WHICH IT IS A PARTY AND ALL OTHER