OF THE
NASDAQ GLOBAL MARKET) IS THE ONLY APPROVAL REQUIRED TO APPROVE THE CONVERSION OF
CLASS D UNITS INTO UNITS.
AS OF THE DATE OF THIS AGREEMENT AND BASED ON LINN
ENERGY'S RECORDS OR THIRD PARTY RECORDS, THE PERSONS LISTED ON SCHEDULE 3.14 TO
THIS AGREEMENT ARE THE BENEFICIAL OWNERS OF THE UNITS SET FORTH OPPOSITE SUCH
PERSON'S NAME ON SCHEDULE 3.14 TO THIS AGREEMENT.
SECTION 3.15.
UNITHOLDER VOTING AGREEMENT.
LINN ENERGY HAS,
CONTEMPORANEOUSLY WITH ENTERING INTO THIS AGREEMENT, ENTERED INTO THE UNITHOLDER
VOTING AGREEMENT IN THE FORM ATTACHED HERETO AS EXHIBIT D.
SECTION 3.16.
INTERNAL ACCOUNTING CONTROLS.
EXCEPT AS DISCLOSED IN THE
LINN ENERGY SEC DOCUMENTS, LINN ENERGY AND ITS SUBSIDIARIES MAINTAIN A SYSTEM OF
INTERNAL ACCOUNTING
12
CONTROLS SUFFICIENT TO PROVIDE REASONABLE ASSURANCE THAT (I) TRANSACTIONS ARE
EXECUTED IN ACCORDANCE WITH MANAGEMENT'S GENERAL OR SPECIFIC AUTHORIZATIONS,
(II) TRANSACTIONS ARE RECORDED AS NECESSARY TO PERMIT PREPARATION OF FINANCIAL
STATEMENTS IN CONFORMITY WITH GAAP AND TO MAINTAIN ASSET ACCOUNTABILITY, (III)
ACCESS TO ASSETS IS PERMITTED ONLY IN ACCORDANCE WITH MANAGEMENT'S GENERAL OR
SPECIFIC AUTHORIZATION AND (IV) THE RECORDED ACCOUNTABILITY FOR ASSETS IS
COMPARED WITH THE EXISTING ASSETS AT REASONABLE INTERVALS AND APPROPRIATE ACTION
IS TAKEN WITH RESPECT TO ANY DIFFERENCES.
SECTION 3.17.
PREEMPTIVE RIGHTS OR REGISTRATION RIGHTS.
EXCEPT (I) AS
SET FORTH IN THE LIMITED LIABILITY COMPANY AGREEMENT, (II) AS SET FORTH IN THE
OTHER ORGANIZATIONAL DOCUMENTS OF LINN ENERGY AND ITS SUBSIDIARIES, (III) AS
PROVIDED IN THE BASIC DOCUMENTS OR (IV) FOR EXISTING AWARDS UNDER LINN ENERGY'S
LONG-TERM INCENTIVE PLAN AND MEMORANDUM OF UNDERSTANDING REGARDING COMPENSATION
ARRANGEMENTS, THERE ARE NO PREEMPTIVE RIGHTS OR OTHER RIGHTS TO SUBSCRIBE FOR OR
TO PURCHASE, NOR ANY RESTRICTION UPON THE VOTING OR TRANSFER OF, ANY CAPITAL
STOCK OR LIMITED LIABILITY COMPANY OR MEMBERSHIP INTERESTS OF LINN ENERGY OR ANY
OF ITS SUBSIDIARIES, IN EACH CASE PURSUANT TO ANY OTHER AGREEMENT OR INSTRUMENT
TO WHICH ANY OF SUCH PERSONS IS A PARTY OR BY WHICH ANY ONE OF THEM MAY BE
BOUND.
NEITHER THE EXECUTION OF THIS AGREEMENT NOR THE ISSUANCE OF THE
PURCHASED CLASS D UNITS OR THE PURCHASED UNITS AS CONTEMPLATED BY THIS AGREEMENT
OR THE CONVERSION OF THE CLASS D UNITS INTO UNITS GIVES RISE TO ANY RIGHTS FOR
OR RELATING TO THE REGISTRATION OF ANY SECURITIES OF LINN ENERGY, OTHER THAN
PURSUANT TO THE REGISTRATION RIGHTS AGREEMENT.
SECTION 3.18.
INSURANCE.
LINN ENERGY AND ITS SUBSIDIARIES ARE INSURED
AGAINST SUCH LOSSES AND RISKS AND IN SUCH AMOUNTS AS LINN ENERGY BELIEVES IN ITS
SOLE DISCRETION TO BE PRUDENT FOR ITS BUSINESSES.
LINN ENERGY DOES NOT HAVE ANY
REASON TO BELIEVE THAT IT OR ANY SUBSIDIARY WILL NOT BE ABLE TO RENEW ITS
EXISTING INSURANCE COVERAGE AS AND WHEN SUCH COVERAGE EXPIRES OR TO OBTAIN
SIMILAR COVERAGE FROM SIMILAR INSURERS AS MAY BE NECESSARY TO CONTINUE ITS
BUSINESS.
SECTION 3.19.
ACKNOWLEDGMENT REGARDING PURCHASE OF PURCHASED UNITS AND
PURCHASED CLASS D UNITS.
LINN ENERGY ACKNOWLEDGES AND AGREES THAT (I) EACH OF
THE PURCHASERS IS PARTICIPATING IN THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT