AND THE OTHER BASIC DOCUMENTS AT LINN ENERGY'S REQUEST AND LINN ENERGY
HAS CONCLUDED THAT SUCH PARTICIPATION IS IN LINN ENERGY'S BEST INTEREST AND IS
CONSISTENT WITH LINN ENERGY'S OBJECTIVES AND (II) EACH OF THE PURCHASERS IS
ACTING SOLELY IN THE CAPACITY OF AN ARM'S LENGTH PURCHASER.
LINN ENERGY FURTHER
ACKNOWLEDGES THAT NO PURCHASER IS ACTING OR HAS ACTED AS AN ADVISOR, AGENT OR
FIDUCIARY OF LINN ENERGY (OR IN ANY SIMILAR CAPACITY) WITH RESPECT TO THIS
AGREEMENT OR THE OTHER BASIC DOCUMENTS AND ANY ADVICE GIVEN BY ANY PURCHASER OR
ANY OF ITS RESPECTIVE REPRESENTATIVES IN CONNECTION WITH THIS AGREEMENT OR THE
OTHER BASIC DOCUMENTS IS MERELY INCIDENTAL TO THE PURCHASERS' PURCHASE OF
PURCHASED UNITS AND PURCHASED CLASS D UNITS.
LINN ENERGY FURTHER REPRESENTS TO
EACH PURCHASER THAT LINN ENERGY'S DECISION TO ENTER INTO THIS AGREEMENT HAS BEEN
BASED SOLELY ON THE INDEPENDENT EVALUATION OF THE TRANSACTIONS CONTEMPLATED
HEREBY BY LINN ENERGY AND ITS REPRESENTATIVES.
13
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF EACH PURCHASER
Each Purchaser, severally and not jointly, represents and warrants to Linn
Energy with respect to itself, on and as of the date of this Agreement and on
and as of the Closing Date, as follows:
SECTION 4.01.
VALID EXISTENCE.
SUCH PURCHASER (I) IS DULY ORGANIZED,
VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF ITS RESPECTIVE
JURISDICTION OF ORGANIZATION AND (II) HAS ALL REQUISITE POWER, AND HAS ALL
MATERIAL GOVERNMENTAL LICENSES, AUTHORIZATIONS, CONSENTS AND APPROVALS,
NECESSARY TO OWN ITS PROPERTIES AND CARRY ON ITS BUSINESS AS ITS BUSINESS IS NOW
BEING CONDUCTED, EXCEPT WHERE THE FAILURE TO OBTAIN SUCH LICENSES,
AUTHORIZATIONS, CONSENTS AND APPROVALS WOULD NOT HAVE AND WOULD NOT REASONABLY
BE EXPECTED TO HAVE A PURCHASER MATERIAL ADVERSE EFFECT.
SECTION 4.02.
NO BREACH.
THE EXECUTION, DELIVERY AND PERFORMANCE BY
SUCH PURCHASER 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 TO WHICH IT IS A PARTY, AND COMPLIANCE BY SUCH PURCHASER
WITH THE TERMS AND PROVISIONS HEREOF AND THEREOF AND THE PURCHASE OF THE
PURCHASED CLASS D UNITS AND THE PURCHASED UNITS BY SUCH PURCHASER DO NOT AND
WILL NOT (A) VIOLATE ANY PROVISION OF ANY LAW, GOVERNMENTAL PERMIT,
DETERMINATION OR AWARD HAVING APPLICABILITY TO SUCH PURCHASER OR ANY OF ITS
PROPERTIES, (B) CONFLICT WITH OR RESULT IN A VIOLATION OF ANY PROVISION OF THE
ORGANIZATIONAL DOCUMENTS OF SUCH PURCHASER OR (C) REQUIRE ANY CONSENT (OTHER
THAN STANDARD INTERNAL CONSENTS), APPROVAL OR NOTICE UNDER OR RESULT IN A
VIOLATION OR BREACH OF OR CONSTITUTE (WITH OR WITHOUT DUE NOTICE OR LAPSE OF
TIME OR BOTH) A DEFAULT (OR GIVE RISE TO ANY RIGHT OF TERMINATION, CANCELLATION
OR ACCELERATION) UNDER (I) ANY NOTE, BOND, MORTGAGE, LICENSE, OR LOAN OR CREDIT
AGREEMENT TO WHICH SUCH PURCHASER IS A PARTY OR BY WHICH SUCH PURCHASER OR ANY
OF ITS PROPERTIES MAY BE BOUND OR (II) ANY OTHER SUCH AGREEMENT, INSTRUMENT OR
OBLIGATION, EXCEPT IN THE CASE OF CLAUSES