QUALIFICATION OR REGISTRATION WOULD NOT, INDIVIDUALLY OR IN THE AGGREGATE,
REASONABLY BE EXPECTED TO HAVE A LINN MATERIAL ADVERSE EFFECT.
SECTION 3.09.
MLP STATUS.
LINN MET FOR THE TAXABLE YEAR ENDED DECEMBER
31, 2005, AND LINN EXPECTS TO MEET FOR THE TAXABLE YEAR ENDING DECEMBER 31,
2006, THE GROSS INCOME REQUIREMENTS OF SECTION 7704(C)(2) OF THE CODE, AND
ACCORDINGLY LINN IS NOT, AND DOES NOT REASONABLY EXPECT TO BE, TAXED AS A
CORPORATION FOR U.S. FEDERAL INCOME TAX PURPOSES OR FOR APPLICABLE TAX
PURPOSES.
LINN INDICATED IN THE FORM K-1 FOR THE YEAR ENDED DECEMBER 31, 2005,
THAT ITS UNITHOLDERS MAY BE SUBJECT TO STATE INCOME TAXES IN THE FOLLOWING
JURISDICTIONS: NEW YORK, PENNSYLVANIA AND WEST VIRGINIA.
SECTION 3.10.
INVESTMENT COMPANY STATUS.
LINN IS NOT AN "INVESTMENT
COMPANY" WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED.
11
SECTION 3.11.
OFFERING.
ASSUMING THE ACCURACY OF THE REPRESENTATIONS
AND WARRANTIES OF THE PURCHASERS CONTAINED IN THIS AGREEMENT, THE SALE AND
ISSUANCE OF THE PURCHASED CLASS C UNITS AND THE PURCHASED UNITS PURSUANT TO THIS
AGREEMENT ARE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
AND NEITHER LINN NOR ANY AUTHORIZED REPRESENTATIVE ACTING ON ITS BEHALF HAS
TAKEN OR WILL TAKE ANY ACTION HEREAFTER THAT WOULD CAUSE THE LOSS OF SUCH
EXEMPTION.
SECTION 3.12.
CERTAIN FEES.
EXCEPT FOR THE PLACEMENT AGENT FEES, NO
FEES OR COMMISSIONS WILL BE PAYABLE BY LINN TO BROKERS, FINDERS OR INVESTMENT
BANKERS WITH RESPECT TO THE SALE OF ANY OF THE PURCHASED CLASS C UNITS OR THE
PURCHASED UNITS OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT.
THE PURCHASERS SHALL NOT BE LIABLE FOR ANY SUCH FEES OR
COMMISSIONS.
LINN AGREES THAT IT WILL INDEMNIFY AND HOLD HARMLESS EACH OF THE
PURCHASERS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS OR LIABILITIES FOR
BROKER'S, FINDER'S, PLACEMENT OR OTHER SIMILAR FEES OR COMMISSIONS INCURRED BY
LINN OR ALLEGED TO HAVE BEEN INCURRED BY LINN IN CONNECTION WITH THE SALE OF
PURCHASED CLASS C UNITS OR PURCHASED UNITS OR THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
SECTION 3.13.
NO SIDE AGREEMENTS.
EXCEPT FOR THE CONFIDENTIALITY
AGREEMENTS ENTERED INTO BY AND BETWEEN EACH OF THE PURCHASERS AND LINN, THERE
ARE NO OTHER AGREEMENTS BY, AMONG OR BETWEEN LINN OR ITS AFFILIATES, ON THE ONE
HAND, AND ANY OF THE PURCHASERS OR THEIR AFFILIATES, ON THE OTHER HAND, WITH
RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY NOR PROMISES OR INDUCEMENTS FOR
FUTURE TRANSACTIONS BETWEEN OR AMONG ANY OF SUCH PARTIES.
SECTION 3.14.
CLASS C UNIT VOTE.
THE AFFIRMATIVE VOTE OF A MAJORITY OF
THE TOTAL VOTES CAST BY THE HOLDERS OF UNITS (WITH THE EXCEPTION OF THE
PURCHASED UNITS, WHICH ARE NOT ENTITLED TO VOTE ACCORDING TO THE RULES OF THE
NASDAQ GLOBAL MARKET) IS THE ONLY APPROVAL REQUIRED TO APPROVE THE CONVERSION OF
CLASS C UNITS INTO UNITS.
AS OF THE DATE OF THIS AGREEMENT AND BASED ON LINN'S
RECORDS OR THIRD PARTY RECORDS, THE PERSONS LISTED ON SCHEDULE 3.14 TO THIS