PARTNERSHIP AND BREITBURN IS DISREGARDED AS AN ENTITY SEPARATE FROM BREITBURN
PARENT FOR UNITED STATES FEDERAL TAX PURPOSES AND (II) AT LEAST 90% OF BREITBURN
PARENT'S CURRENT GROSS INCOME CONSTITUTES "QUALIFYING INCOME" WITHIN THE MEANING
OF SECTION 7704(D) OF THE CODE.
Section 7.3
Conditions Precedent to
Obligation of BreitBurn. The obligation of BreitBurn to consummate the
transactions contemplated by this Agreement is subject to satisfaction or waiver
of each of the following conditions:
(A)
REPRESENTATIONS AND WARRANTIES.
QUICKSILVER'S REPRESENTATIONS AND WARRANTIES MADE IN THIS AGREEMENT (I) SHALL BE
TRUE AND CORRECT IN ALL RESPECTS AS TO THOSE REPRESENTATIONS AND WARRANTIES
QUALIFIED BY THE REQUIREMENT OF A MATERIAL ADVERSE EFFECT AND (II) AS TO ALL
REPRESENTATIONS AND WARRANTIES NOT COVERED BY CLAUSE (I) PRECEDING, SHALL BE
TRUE AND CORRECT IN ALL RESPECTS WITH THE EXCEPTION OF INACCURACIES AND BREACHES
THAT INDIVIDUALLY OR IN THE AGGREGATE HAVE NOT RESULTED IN OR GIVEN RISE TO, OR
WOULD REASONABLY NOT BE EXPECTED TO RESULT IN OR GIVE RISE TO, A MATERIAL
ADVERSE EFFECT, IN EACH CASE, ON THE CLOSING DATE AS THOUGH MADE ON THE CLOSING
DATE (EXCEPT TO THE EXTENT SUCH REPRESENTATIONS AND WARRANTIES EXPRESSLY RELATE
TO AN EARLIER DATE (DISREGARDING THE REFERENCE TO THE DATE OF THIS AGREEMENT SET
FORTH IN THE PROVISION IMMEDIATELY BEFORE SECTION 3.1 AND SECTION 4.1), IN WHICH
CASE AS TO SUCH REPRESENTATIONS AND WARRANTIES REFERENCED IN THE IMMEDIATELY
PRECEDING PROVISION SHALL BE DEEMED TO REFER TO THE EARLIER DATE REFERENCED IN
SUCH REPRESENTATION AND WARRANTY) AND IN EACH CASE SUBJECT TO ANY SUPPLEMENT OR
AMENDMENT TO THE DISCLOSURE SCHEDULES PERMITTED BY SECTION 6.9.
(B)
PERFORMANCE OF COVENANTS. QUICKSILVER SHALL
HAVE PERFORMED AND COMPLIED IN ALL MATERIAL RESPECTS WITH ALL OBLIGATIONS AND
COVENANTS REQUIRED BY THIS AGREEMENT TO BE PERFORMED BY QUICKSILVER PRIOR TO OR
AT CLOSING.
(C)
OFFICER'S CERTIFICATE. QUICKSILVER SHALL
HAVE DELIVERED TO BREITBURN A CERTIFICATE SIGNED BY AN AUTHORIZED OFFICER OF
QUICKSILVER, DATED AS OF THE CLOSING DATE, TO THE EFFECT THAT THE CONDITIONS SET
FORTH IN SECTION 7.3(A) AND SECTION 7.3(B) HAVE BEEN SATISFIED.
(D)
PRE-CLOSING CONVERSION. QUICKSILVER SHALL
HAVE PROVIDED DOCUMENTATION REASONABLY SATISFACTORY TO BREITBURN EVIDENCING THAT
THE CONVERSIONS SHALL HAVE BEEN CONSUMMATED AND ARE EFFECTIVE UNDER APPLICABLE
STATE LAW.
(E)
AUDITED SPECIAL FINANCIAL STATEMENTS.
QUICKSILVER SHALL HAVE DELIVERED TO BREITBURN THE AUDITED SPECIAL FINANCIAL
STATEMENTS.
ARTICLE VIII
TERMINATION
Section 8.1
Termination Events. This
Agreement may be terminated at any time prior to Closing:
(A)
BY THE MUTUAL WRITTEN CONSENT OF BREITBURN
AND QUICKSILVER;
69
(B)
BY EITHER BREITBURN OR QUICKSILVER IF
CLOSING HAS NOT OCCURRED BY THE CLOSE OF BUSINESS ON DECEMBER 31, 2007 (PROVIDED
THE PARTY SEEKING TO TERMINATE THIS AGREEMENT IS NOT IN MATERIAL DEFAULT OF ANY
OF ITS REPRESENTATIONS, WARRANTIES, COVENANTS OR AGREEMENTS UNDER THIS
AGREEMENT), PROVIDED, HOWEVER, THAT SUCH DATE SHALL BE EXTENDED TO ACCOMMODATE
ANY CURE PERIOD SPECIFIED IN SECTION 8.1(D) OR SECTION 8.1(E), AS APPLICABLE;
(C)
BY QUICKSILVER OR BREITBURN, UPON WRITTEN
NOTICE TO THE OTHER PARTY, IN THE EVENT THAT THE SUM OF (I)