AMOUNTS AND
LINN; OR
(II)
BY THE WRITTEN CONSENT OF THE PURCHASERS ENTITLED TO PURCHASE A
MAJORITY OF THE PURCHASED UNITS BASED ON THEIR COMMITMENT AMOUNTS OR BY LINN,
(I) IF ANY REPRESENTATION OR WARRANTY OF THE OTHER PARTY SET FORTH IN THIS
AGREEMENT SHALL BE UNTRUE IN ANY MATERIAL RESPECT WHEN MADE, OR (II) UPON A
BREACH IN ANY MATERIAL RESPECT OF ANY COVENANT OR AGREEMENT ON THE PART OF THE
OTHER SET FORTH IN THIS AGREEMENT (EITHER (I) OR (II) ABOVE BEING A "TERMINATING
BREACH"); PROVIDED, THAT EACH TERMINATING BREACH WOULD CAUSE THE CONDITIONS TO
THE NON-TERMINATING PARTY'S OBLIGATIONS NOT TO BE SATISFIED AND SUCH TERMINATING
BREACH IS NOT CURED WITHIN 20 DAYS AFTER WRITTEN NOTICE FROM THE NON-BREACHING
PARTY.
(B)
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THIS AGREEMENT
SHALL AUTOMATICALLY TERMINATE ON OR ANY TIME PRIOR TO THE CLOSING:
(I)
IF THE CLOSING SHALL NOT HAVE OCCURRED ON OR BEFORE MARCH 31,
2007;
(II)
IF LESS THAN $250,000,000 IS RECEIVED BY LINN FROM THE PURCHASERS
ON THE CLOSING DATE;
(III)
IF THE STALLION ACQUISITION AGREEMENT SHALL HAVE BEEN TERMINATED
PURSUANT TO ITS TERMS; OR
(IV)
IF A LAW SHALL HAVE BEEN ENACTED OR PROMULGATED, OR IF ANY ACTION
SHALL HAVE BEEN TAKEN BY ANY GOVERNMENTAL AUTHORITY OF COMPETENT JURISDICTION
WHICH PERMANENTLY RESTRAINS, PRECLUDES, ENJOINS OR OTHERWISE PROHIBITS THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR MAKES THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT ILLEGAL.
34
(C)
IN THE EVENT OF THE TERMINATION OF THIS AGREEMENT AS PROVIDED IN
SECTION 8.12(A) OR SECTION 8.12(B), THIS AGREEMENT SHALL FORTHWITH BECOME NULL
AND VOID.
IN THE EVENT OF SUCH TERMINATION, THERE SHALL BE NO LIABILITY ON THE
PART OF ANY PARTY HERETO, EXCEPT AS SET FORTH IN ARTICLE VII OF THIS AGREEMENT
AND SECTION 8.12(D) OF THIS AGREEMENT AND EXCEPT WITH RESPECT TO THE REQUIREMENT
TO COMPLY WITH ANY CONFIDENTIALITY AGREEMENT IN FAVOR OF LINN; PROVIDED THAT
NOTHING HEREIN SHALL RELIEVE ANY PARTY FROM ANY LIABILITY OR OBLIGATION WITH
RESPECT TO ANY WILLFUL BREACH OF THIS AGREEMENT.
(D)
IN THE EVENT OF THE TERMINATION OF THIS AGREEMENT AS PROVIDED IN
SECTION 8.12(B)(I), AND IF A PURCHASER IS NOT IN BREACH OR DEFAULT IN ANY
MATERIAL RESPECT UNDER ANY OF THE TERMS OF THIS AGREEMENT, THEN LINN SHALL PAY
TO SUCH PURCHASER A FEE EQUAL TO $1.50 PER UNIT AND $1.50 PER CLASS C UNIT BASED
ON EACH SUCH PURCHASER'S COMMITMENT AMOUNT.
SECTION 8.13.
EXPENSES.
LINN HEREBY COVENANTS AND AGREES TO REIMBURSE
PILLSBURY WINTHROP SHAW PITTMAN LLP FOR REASONABLE AND DOCUMENTED COSTS AND
EXPENSES (INCLUDING LEGAL FEES) INCURRED IN CONNECTION WITH THE NEGOTIATION,
EXECUTION, DELIVERY AND PERFORMANCE OF THE BASIC DOCUMENTS AND THE TRANSACTIONS
CONTEMPLATED HEREBY AND THEREBY, PROVIDED THAT SUCH COSTS AND EXPENSES DO NOT
EXCEED $75,000 AND THAT ANY REQUEST FOR SUCH EXPENSE REIMBURSEMENT BE
ACCOMPANIED BY A DETAILED INVOICE FOR SUCH AMOUNT.
IF ANY ACTION AT LAW OR
EQUITY IS NECESSARY TO ENFORCE OR INTERPRET THE TERMS OF THE BASIC DOCUMENTS,
THE PREVAILING PARTY SHALL BE