TO (A) ANY ACTIONS FOR INDEMNIFICATION UNDER ARTICLE IX OR ARTICLE X, (B) ANY
ACTIONS RELATING TO ANY BREACH BY A PARTY IN THE EVENT OF A TERMINATION OF THIS
AGREEMENT PURSUANT TO ARTICLE VIII, OR (C) ANY OTHER BREACH OR ALLEGED BREACH OF
THIS AGREEMENT; PROVIDED, HOWEVER, THAT THE FOREGOING SHALL NOT BAR RECOVERY BY
ONE PARTY AGAINST ANOTHER PARTY FOR INDEMNIFIED DAMAGES HEREUNDER TO THE EXTENT
SUCH DAMAGES ARE OWED BY THE CLAIMING PARTY TO AN UNAFFILIATED THIRD PARTY
(WHICH SHALL NOT INCLUDE ANY BREITBURN INDEMNIFIED PARTIES, QUICKSILVER
INDEMNIFIED PARTIES, ANY OF THEIR RESPECTIVE AFFILIATES, AND ANY OF THE
TRANSFERRED COMPANIES).
Section 11.14
Waiver of Jury Trial. THE PARTIES HEREBY
WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY, WHETHER NOW EXISTING OR
HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. THE
PARTIES AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT
AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG
THE PARTIES IRREVOCABLY TO WAIVE TRIAL BY JURY AND THAT ANY ACTION WHATSOEVER
BETWEEN THEM RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY
SHALL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING
WITHOUT A JURY.
Section 11.15
Time. Time is of the essence in the
performance of this Agreement in all respects.
Section 11.16
No Further Representations; Disclaimers.
EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS
AGREEMENT, THE INTERESTS ARE BEING SOLD AND TRANSFERRED "AS IS, WHERE IS," AND
QUICKSILVER IS NOT MAKING ANY OTHER REPRESENTATIONS OR WARRANTIES, WRITTEN OR
ORAL, STATUTORY, EXPRESS OR IMPLIED, CONCERNING SUCH INTERESTS, THE ACQUIRED
ASSETS, THE ACQUIRED COMPANIES OR WCGP, INCLUDING, WITHOUT LIMITATION, ANY
REPRESENTATION OR WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE, ALL OF WHICH ARE HEREBY EXPRESSLY EXCLUDED AND DISCLAIMED. IN ADDITION,
WITHOUT LIMITING THE GENERALITY OF THE PRIOR SENTENCE, QUICKSILVER MAKES NO, AND
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EXPRESSLY HEREIN ALSO DISCLAIMS, ANY REPRESENTATION OR WARRANTY REGARDING THE
FUTURE FINANCIAL PERFORMANCE OF THE ACQUIRED ASSETS, THE ACQUIRED COMPANIES OR
WCGP OR THEIR RESPECTIVE ASSETS, AND QUICKSILVER ALSO EXPRESSLY DISCLAIMS ANY
REPRESENTATION OR WARRANTY REGARDING ANY BUSINESS OR FINANCIAL PROJECTIONS MADE
AVAILABLE TO BREITBURN REGARDING THE ACQUIRED ASSETS, THE ACQUIRED COMPANIES OR
WCGP, THE BUSINESS OR THE INTERESTS. NONE OF QUICKSILVER OR ITS REPRESENTATIVES
SHALL HAVE OR BE SUBJECT TO ANY LIABILITY TO BREITBURN RESULTING FROM THE
DISTRIBUTION TO BREITBURN, OR BREITBURN'S USE OF, ANY INFORMATION WITH RESPECT
TO THE BUSINESS AND ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO
BREITBURN IN MANAGEMENT PRESENTATIONS OR IN ANY OTHER FORM IN EXPECTATION OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
Section 11.17
Confidentiality. At the Closing
Quicksilver and BreitBurn shall take (or cause to be taken) such actions as are
necessary to terminate the Confidentiality Agreement.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed
as of the date first