any such policy as to which coverage has been denied
or disputed by the underwriters or issuers thereof.
Section 4.16
Bank Accounts. Schedule 4.16
contains a true and complete list of the name of each bank and trust company
with which each Acquired Company has an account, safe deposit box or vault and
the names of all Persons authorized to draw upon such account or who have
authorized access to any such safe deposit box or vault.
Section 4.17
Officers and Directors.
Schedule 4.17 contains a true and complete list of all officers or directors of
each of the Acquired Companies.
Section 4.18
Oil and Gas Properties.
(a)
Except as set forth on Schedule 4.18(a):
(I)
TO THE KNOWLEDGE OF QUICKSILVER, AS OF
THE DATE OF THIS AGREEMENT, NEITHER QUICKSILVER NOR ANY ACQUIRED COMPANY HAS
RECEIVED WRITTEN NOTICE FROM ANY GOVERNMENTAL ENTITY, WHICH REMAINS UNRESOLVED,
THAT ANY OF THE WELLS LISTED ON EXHIBIT A-1 ARE BEING OVERPRODUCED; AND
(II)
NEITHER QUICKSILVER NOR ANY ACQUIRED
COMPANY HAS RECEIVED WRITTEN NOTICE THAT THERE HAS BEEN ANY CHANGE PROPOSED IN
THE PRODUCTION ALLOWABLES FOR ANY WELLS LISTED ON EXHIBIT A-1 EXCEPT WHERE A
PROPOSED CHANGE (IF ADOPTED OR APPROVED) WOULD NOT HAVE A MATERIAL ADVERSE
EFFECT.
(B)
EXCEPT AS SET FORTH ON SCHEDULE 4.18(B),
NEITHER QUICKSILVER NOR ANY ACQUIRED COMPANY IS OBLIGATED BY VIRTUE OF A TAKE OR
PAY PAYMENT, ADVANCE PAYMENT OR OTHER SIMILAR PAYMENT (OTHER THAN ROYALTIES,
OVERRIDING ROYALTIES AND SIMILAR ARRANGEMENTS ESTABLISHED IN THE O&G INTERESTS
OR REFLECTED ON EXHIBIT A-1, EXHIBIT A-2 OR EXHIBIT A-3), TO DELIVER
40
HYDROCARBONS, OR PROCEEDS FROM THE SALE THEREOF, ATTRIBUTABLE TO QUICKSILVER'S
OR THE ACQUIRED COMPANIES' INTERESTS IN THE OIL AND GAS PROPERTIES AFTER THE
CLOSING DATE WITHOUT THEN OR THEREAFTER RECEIVING PAYMENT THEREFOR.
(C)
EXCEPT AS SET FORTH ON SCHEDULE 4.18(C), AS
OF THE DATE IDENTIFIED ON SUCH SCHEDULE, THERE WERE NO CONTRACTS FOR THE
PURCHASE, SALE OR EXCHANGE OF HYDROCARBONS PRODUCED FROM OR ATTRIBUTABLE TO THE
OIL AND GAS PROPERTIES THAT WILL BE BINDING ON BREITBURN OR THE ACQUIRED
COMPANIES AFTER CLOSING THAT BREITBURN (OR THE APPLICABLE ACQUIRED COMPANY) WILL
NOT BE ENTITLED TO TERMINATE AT WILL (WITHOUT PENALTY) ON 90 DAYS NOTICE OR
LESS.
(D)
TO QUICKSILVER'S KNOWLEDGE,
SCHEDULE 4.18(D) SETS FORTH ALL MATERIAL IMBALANCES AS OF THE RESPECTIVE DATES
SET FORTH THEREIN WITH RESPECT TO THE OIL AND GAS PROPERTIES.
Section 4.19
Gas Regulatory Matters. Except as
set forth on Schedule 4.19, (i) neither Quicksilver nor any Acquired Company is
a "natural-gas company" within the meaning of the Natural Gas Act of 1938 and
(ii) neither Quicksilver nor any Acquired Company has operated or provided
services on its gathering facilities in a manner that would subject it to the
jurisdiction of, or regulation by, the Federal Energy Regulatory Commission
under the Natural Gas Act of 1938. Neither Quicksilver nor any Acquired Company
has performed services, and is subject to regulation, under Section 311 of the
Natural Gas Policy Act of 1978.
Section 4.20
Affiliate Transactions. Except as
set