THEREOF TO THE PURCHASERS FOR THEIR REVIEW.
LINN ENERGY AND THE PURCHASERS SHALL CONSULT WITH EACH OTHER IN ISSUING ANY
PRESS RELEASES OR OTHERWISE MAKING PUBLIC STATEMENTS OR FILINGS AND OTHER
COMMUNICATIONS WITH THE COMMISSION OR ANY REGULATORY AGENCY OR THE NASDAQ GLOBAL
MARKET (OR OTHER EXCHANGE ON WHICH SECURITIES OF LINN ENERGY ARE LISTED OR
TRADED) WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, AND NEITHER PARTY
SHALL ISSUE ANY SUCH PRESS RELEASE OR OTHERWISE MAKE ANY SUCH PUBLIC STATEMENT,
FILING OR OTHER COMMUNICATION WITHOUT THE PRIOR CONSENT OF THE OTHER, EXCEPT IF
SUCH DISCLOSURE IS REQUIRED BY LAW, IN WHICH CASE THE DISCLOSING PARTY SHALL
PROMPTLY PROVIDE THE OTHER PARTY WITH PRIOR NOTICE OF SUCH PUBLIC STATEMENT,
FILING OR OTHER COMMUNICATION.
NOTWITHSTANDING THE FOREGOING, LINN ENERGY SHALL
NOT PUBLICLY DISCLOSE THE NAME OF ANY PURCHASER, OR INCLUDE THE NAME OF ANY
PURCHASER IN ANY PRESS RELEASE, WITHOUT THE PRIOR WRITTEN CONSENT OF SUCH
PURCHASER EXCEPT TO THE EXTENT THE NAMES OF THE PURCHASERS ARE INCLUDED IN THIS
AGREEMENT AS FILED AS AN EXHIBIT TO THE 8-K FILING AND THE PRESS RELEASE
REFERRED TO IN THE FIRST SENTENCE ABOVE.
LINN ENERGY SHALL NOT, AND SHALL CAUSE
EACH OF ITS RESPECTIVE REPRESENTATIVES NOT TO, PROVIDE ANY PURCHASER WITH ANY
MATERIAL NON-PUBLIC INFORMATION REGARDING LINN ENERGY FROM AND AFTER THE
ISSUANCE OF THE ABOVE-REFERENCED PRESS RELEASE WITHOUT THE EXPRESS WRITTEN
CONSENT OF SUCH PURCHASER.
SECTION 5.07.
USE OF PROCEEDS.
LINN ENERGY SHALL USE THE COLLECTIVE
PROCEEDS FROM THE SALE OF THE PURCHASED CLASS D UNITS AND THE PURCHASED UNITS TO
PARTIALLY FINANCE THE DOMINION ACQUISITION.
SECTION 5.08.
CLASS D AMENDMENT.
LINN ENERGY SHALL CAUSE THE CLASS D
AMENDMENT TO BE ADOPTED IMMEDIATELY PRIOR TO THE ISSUANCE AND SALE OF THE CLASS
D UNITS CONTEMPLATED BY THIS AGREEMENT.
19
SECTION 5.09.
TAX INFORMATION.
LINN ENERGY SHALL COOPERATE WITH THE
PURCHASERS AND PROVIDE THE PURCHASERS WITH ANY REASONABLY REQUESTED TAX
INFORMATION RELATED TO THEIR OWNERSHIP OF THE PURCHASED UNITS AND THE PURCHASED
CLASS D UNITS.
SECTION 5.10.
SHORT SELLING ACKNOWLEDGEMENT AND AGREEMENT.
EACH
PURCHASER UNDERSTANDS AND ACKNOWLEDGES, SEVERALLY AND NOT JOINTLY WITH ANY OTHER
PURCHASER, THAT THE COMMISSION CURRENTLY TAKES THE POSITION THAT COVERAGE OF
SHORT SALES OF SECURITIES "AGAINST THE BOX" PRIOR TO THE EFFECTIVE DATE OF A
REGISTRATION STATEMENT IS A VIOLATION OF SECTION 5 OF THE SECURITIES ACT.
EACH
PURCHASER AGREES, SEVERALLY AND NOT JOINTLY, THAT IT WILL NOT ENGAGE IN ANY
SHORT SALES THAT RESULT IN THE DISPOSITION OF THE UNITS ACQUIRED HEREUNDER BY
THE PURCHASER UNTIL SUCH TIME AS THE REGISTRATION STATEMENT (AS DEFINED IN THE
REGISTRATION RIGHTS AGREEMENT) IS DECLARED EFFECTIVE (IT BEING UNDERSTOOD THAT
THE ENTERING INTO OF A TOTAL RETURN SWAP THAT IS EXEMPT FROM REGISTRATION UNDER
THE SECURITIES ACT SHOULD NOT BE CONSIDERED A SHORT SALE OF UNITS).
NO
PURCHASER MAKES ANY REPRESENTATION, WARRANTY OR COVENANT HEREBY THAT IT WILL NOT
ENGAGE IN SHORT SALES IN THE SECURITIES OF LINN ENERGY OTHERWISE OWNED BY SUCH
PURCHASER OR BORROWED FROM A BROKER AFTER THE DATE