THIS
AGREEMENT GIVES RISE TO ANY RIGHTS FOR OR RELATING TO THE REGISTRATION OF ANY
SECURITIES OF BREITBURN, OTHER THAN PURSUANT TO THE REGISTRATION RIGHTS
AGREEMENT, THE PARTNERSHIP AGREEMENT AND THE CALUMET TRANSACTION DOCUMENTS.
SECTION 3.19
INSURANCE.
BREITBURN AND ITS SUBSIDIARIES ARE INSURED
AGAINST SUCH LOSSES AND RISKS AND IN SUCH AMOUNTS AS BREITBURN BELIEVES IN ITS
SOLE DISCRETION TO BE PRUDENT FOR ITS BUSINESSES.
BREITBURN 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 3.20
ACKNOWLEDGMENT REGARDING PURCHASE OF PURCHASED COMMON
UNITS.
BREITBURN ACKNOWLEDGES AND AGREES THAT (I) EACH OF THE PURCHASERS IS
PARTICIPATING IN THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE OTHER
BASIC DOCUMENTS AT BREITBURN'S REQUEST AND BREITBURN HAS CONCLUDED THAT SUCH
PARTICIPATION IS IN BREITBURN'S BEST INTEREST AND IS CONSISTENT WITH BREITBURN'S
OBJECTIVES AND (II) EACH OF THE PURCHASERS IS ACTING SOLELY IN THE CAPACITY OF
AN ARM'S LENGTH PURCHASER.
BREITBURN FURTHER ACKNOWLEDGES THAT NO PURCHASER IS
ACTING OR HAS ACTED AS AN ADVISOR, AGENT OR FIDUCIARY OF BREITBURN (OR IN ANY
SIMILAR CAPACITY) WITH RESPECT TO THIS AGREEMENT OR THE OTHER BASIC DOCUMENTS
AND ANY ADVICE GIVEN BY ANY PURCHASER OR ANY OF ITS RESPECTIVE REPRESENTATIVES
IN CONNECTION WITH THIS AGREEMENT OR THE OTHER BASIC DOCUMENTS IS MERELY
INCIDENTAL TO THE PURCHASERS' PURCHASE OF THE PURCHASED UNITS.
BREITBURN
FURTHER REPRESENTS TO EACH PURCHASER THAT BREITBURN'S DECISION TO ENTER INTO
THIS AGREEMENT HAS BEEN BASED SOLELY ON THE INDEPENDENT EVALUATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY BY BREITBURN AND ITS REPRESENTATIVES.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF EACH PURCHASER
Each Purchaser, severally and not jointly, represents and warrants to BreitBurn
with respect to itself, on and as of the date of this Agreement and on and as of
the Closing Date, as follows:
12
SECTION 4.1
VALID EXISTENCE.
SUCH PURCHASER (I) IS DULY ORGANIZED,
VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF ITS RESPECTIVE
JURISDICTION OF ORGANIZATION AND (II) HAS ALL REQUISITE POWER, AND HAS ALL
MATERIAL GOVERNMENTAL LICENSES, AUTHORIZATIONS, CONSENTS AND APPROVALS,
NECESSARY TO OWN ITS PROPERTIES AND CARRY ON ITS BUSINESS AS ITS BUSINESS IS NOW
BEING CONDUCTED, EXCEPT WHERE THE FAILURE TO OBTAIN SUCH LICENSES,
AUTHORIZATIONS, CONSENTS AND APPROVALS WOULD NOT HAVE AND WOULD NOT REASONABLY
BE EXPECTED TO HAVE A PURCHASER MATERIAL ADVERSE EFFECT.
SECTION 4.2
AUTHORIZATION, ENFORCEABILITY.
SUCH PURCHASER HAS ALL
NECESSARY POWER AND AUTHORITY TO EXECUTE, DELIVER AND PERFORM ITS OBLIGATIONS
UNDER THIS AGREEMENT AND THE REGISTRATION RIGHTS AGREEMENT AND TO CONSUMMATE THE
TRANSACTIONS CONTEMPLATED THEREBY, AND THE EXECUTION, DELIVERY AND PERFORMANCE
BY SUCH PURCHASER OF THIS AGREEMENT AND THE REGISTRATION RIGHTS AGREEMENT HAS
BEEN DULY AUTHORIZED BY ALL NECESSARY ACTION ON THE PART OF THE PURCHASER; AND
EACH OF THIS AGREEMENT AND THE REGISTRATION RIGHTS AGREEMENT CONSTITUTE THE
LEGAL, VALID AND BINDING OBLIGATIONS OF SUCH PURCHASER, ENFORCEABLE IN
ACCORDANCE WITH