THE SPECIFIC PRIOR
AUTHORIZATION OF QUICKSILVER, WHICH CONSENT WILL NOT BE UNREASONABLY WITHHELD
AND MAY BE MADE SUBJECT TO REASONABLE RESTRICTIONS. BREITBURN SHALL COORDINATE
ITS PHYSICAL INSPECTIONS OF THE ACQUIRED ASSETS WITH QUICKSILVER TO MINIMIZE ANY
INCONVENIENCE TO OR INTERRUPTION OF THE CONDUCT OF BUSINESS. BREITBURN SHALL
ABIDE BY ALL OF QUICKSILVER'S SAFETY RULES, REGULATIONS, AND OPERATING POLICIES
WHILE CONDUCTING ITS DUE DILIGENCE EVALUATION OF THE ACQUIRED ASSETS. ANY
ENVIRONMENTAL ASSESSMENT SHALL ALSO BE SUBJECT TO THE FURTHER PROVISIONS OF
SECTION 6.14(A). IN ADDITION, BREITBURN AGREES TO THE FOLLOWING WITH REGARD TO
SUCH PRE-CLOSING DILIGENCE ACTIVITIES, INCLUDING ANY ENVIRONMENTAL ASSESSMENT:
(I)
BREITBURN AGREES TO PROMPTLY PROVIDE QUICKSILVER, BUT IN NO LESS THAN FIVE
(5) BUSINESS DAYS AFTER RECEIPT OR CREATION, COPIES OF ALL REPORTS AND TEST
RESULTS, PREPARED BY BREITBURN AND/OR ANY OF BREITBURN'S REPRESENTATIVES AND
WHICH CONTAIN DATA COLLECTED OR GENERATED FROM BREITBURN'S DUE DILIGENCE WITH
RESPECT TO THE ACQUIRED ASSETS. QUICKSILVER SHALL NOT BE DEEMED BY ITS RECEIPT
OF SAID DOCUMENTS OR OTHERWISE TO HAVE MADE ANY REPRESENTATION OR WARRANTY,
EXPRESSED, IMPLIED OR STATUTORY, AS TO THE CONDITION TO THE ACQUIRED ASSETS OR
TO THE ACCURACY OF SAID DOCUMENTS OR THE INFORMATION CONTAINED THEREIN.
(II) UPON COMPLETION OF BREITBURN'S DUE DILIGENCE, BREITBURN SHALL, AT ITS SOLE
COST AND EXPENSE AND WITHOUT ANY COST OR EXPENSE TO QUICKSILVER OR THE
TRANSFERRED COMPANIES: (1) REPAIR ALL DAMAGE DONE TO THE ACQUIRED ASSETS IN
CONNECTION WITH BREITBURN'S DUE DILIGENCE, (2) RESTORE THE ACQUIRED ASSETS TO
THE APPROXIMATE SAME OR BETTER CONDITION THAN IT WAS PRIOR TO COMMENCEMENT OF
BREITBURN'S DUE DILIGENCE AND (3) REMOVE ALL EQUIPMENT, TOOLS OR OTHER PROPERTY
BROUGHT ONTO THE ACQUIRED ASSETS IN CONNECTION WITH BREITBURN'S DUE DILIGENCE.
ANY DISTURBANCE TO THE ACQUIRED ASSETS (INCLUDING, WITHOUT LIMITATION, THE REAL
PROPERTY ASSOCIATED WITH SUCH ACQUIRED ASSETS) RESULTING FROM BREITBURN'S DUE
DILIGENCE WILL BE PROMPTLY CORRECTED BY BREITBURN.
50
(III)
BREITBURN HEREBY AGREES TO DEFEND, RELEASE, INDEMNIFY AND HOLD HARMLESS
EACH OF QUICKSILVER, THE TRANSFERRED COMPANIES, ANY THIRD-PARTY OPERATORS OF ANY
OF THE ACQUIRED ASSETS, AND EACH OF THE OTHER QUICKSILVER INDEMNIFIED PARTIES,
FROM AND AGAINST ANY AND ALL DAMAGES ARISING OUT OF, RESULTING FROM OR RELATING
TO ANY FIELD VISIT, ENVIRONMENTAL ASSESSMENT, OR OTHER DUE DILIGENCE ACTIVITY
CONDUCTED BY BREITBURN OR ANY OF BREITBURN'S EMPLOYEES, AGENTS, CONSULTANTS, OR
REPRESENTATIVES, EVEN IF SUCH DAMAGES ARISE OUT OF OR RESULT FROM, SOLELY OR IN
PART, THE SOLE, ACTIVE, PASSIVE, CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT
LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY QUICKSILVER, ANY OF THE
TRANSFERRED COMPANIES, ANY OTHER MEMBER OF THE QUICKSILVER INDEMNIFIED PARTIES
OR ANY OTHER PERSON, EXCLUDING QUICKSILVER'S OR ANY TRANSFERRED COMPANY'S GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT; PROVIDED, HOWEVER, THAT, FOR THE PURPOSES OF
THIS SECTION 6.4(A)(III), DAMAGES SHALL NOT INCLUDE DAMAGES TO THE EXTENT
RESULTING SOLELY FROM THE DISCOVERY BY BREITBURN, ITS OFFICERS, DIRECTORS,
AGENTS, REPRESENTATIVES, EMPLOYEES, SUCCESSORS OR ASSIGNS OF ANY PRE-EXISTING
CONDITION.
(B)
POST-CLOSING DELIVERY OF BOOKS AND RECORDS.
QUICKSILVER SHALL DELIVER TO BREITBURN, WITHIN FIFTEEN (15) BUSINESS DAYS
FOLLOWING