LLC, a Delaware
limited liability company, and Linn, which is attached hereto as Exhibit G.
"Stallion Closing Date" means the date on which the Stallion Acquisition is
consummated.
"Subsidiary" means, as to any Person, any corporation or other entity of which a
majority of the outstanding equity interest having by the terms thereof ordinary
voting power to elect a majority of the board of directors of such corporation
or other entity (irrespective of whether or not at the time any equity interest
of any other class or classes of such corporation or other entity shall have or
might have voting power by reason of the happening of any contingency) is at the
time directly or indirectly owned or controlled by such Person or one or more of
its Subsidiaries.
"Terminating Breach" shall have the meaning specified in Section 8.12(a)(ii).
5
"Unit Price" shall have the meaning specified in Section 2.01(c).
"Unitholder Voting Agreement" shall have the meaning specified in the recitals.
"Unitholders" means the Unitholders of Linn (within the meaning of the Limited
Liability Company Agreement).
"Units" means the Units of Linn representing limited liability company
interests.
SECTION 1.02.
ACCOUNTING PROCEDURES AND INTERPRETATION.
UNLESS
OTHERWISE SPECIFIED IN THIS AGREEMENT, ALL ACCOUNTING TERMS USED HEREIN SHALL BE
INTERPRETED, ALL DETERMINATIONS WITH RESPECT TO ACCOUNTING MATTERS UNDER THIS
AGREEMENT SHALL BE MADE, AND ALL FINANCIAL STATEMENTS AND CERTIFICATES AND
REPORTS AS TO FINANCIAL MATTERS REQUIRED TO BE FURNISHED TO THE PURCHASERS UNDER
THIS AGREEMENT SHALL BE PREPARED, IN ACCORDANCE WITH GAAP APPLIED ON A
CONSISTENT BASIS DURING THE PERIODS INVOLVED (EXCEPT, IN THE CASE OF UNAUDITED
STATEMENTS, AS PERMITTED BY FORM 10-Q PROMULGATED BY THE COMMISSION) AND IN
COMPLIANCE AS TO FORM IN ALL MATERIAL RESPECTS WITH APPLICABLE ACCOUNTING
REQUIREMENTS AND WITH THE PUBLISHED RULES AND REGULATIONS OF THE COMMISSION WITH
RESPECT THERETO.
ARTICLE II
SALE AND PURCHASE
SECTION 2.01.
SALE AND PURCHASE.
CONTEMPORANEOUSLY WITH THE
CONSUMMATION OF THE STALLION ACQUISITION AND SUBJECT TO THE TERMS AND CONDITIONS
OF THIS AGREEMENT, AT THE CLOSING, LINN HEREBY AGREES TO ISSUE AND SELL TO EACH
PURCHASER, AND EACH PURCHASER HEREBY AGREES, SEVERALLY AND NOT JOINTLY, TO
PURCHASE FROM LINN, THE DOLLAR AMOUNT OF PURCHASED UNITS AND PURCHASED CLASS C
UNITS, RESPECTIVELY, SET FORTH OPPOSITE ITS NAME ON SCHEDULE 2.01 HERETO.
EACH
PURCHASER AGREES TO PAY LINN THE UNIT PRICE FOR EACH PURCHASED UNIT AND THE
CLASS C UNIT PRICE FOR EACH PURCHASED CLASS C UNIT, IN EACH CASE AS SET FORTH IN
SECTION 2.01(C).
THE RESPECTIVE OBLIGATIONS OF EACH PURCHASER UNDER THIS
AGREEMENT ARE SEVERAL AND NOT JOINT WITH THE OBLIGATIONS OF ANY OTHER PURCHASER,
AND NO PURCHASER SHALL BE RESPONSIBLE IN ANY WAY FOR THE PERFORMANCE OF THE
OBLIGATIONS OF ANY OTHER PURCHASER UNDER THIS AGREEMENT.
THE FAILURE OR WAIVER
OF PERFORMANCE UNDER THIS AGREEMENT BY ANY PURCHASER, OR ON ITS BEHALF, DOES NOT
EXCUSE PERFORMANCE BY ANY OTHER PURCHASER.
NOTHING CONTAINED HEREIN OR IN ANY
OTHER BASIC DOCUMENT, AND NO ACTION TAKEN BY ANY PURCHASER PURSUANT THERETO,
SHALL BE DEEMED TO