at law).
Section 5.3
Non-Contravention. The
execution and delivery by BreitBurn of this Agreement does not, and the
consummation by BreitBurn of the transactions contemplated hereby will not,
(a) violate or conflict with any provision of the formation, organization,
partnership agreement or other governing documents of BreitBurn or (b) assuming
all Permits and Third-Party Approvals set forth on Schedule 5.4(a) are obtained
or made, (i) violate any Law or Order to which BreitBurn is subject or
(ii) result in any breach or creation of any Lien or constitute default under
any contract to which BreitBurn is subject or is a party.
Section 5.4
Governmental Approvals;
Consents and Actions.
(A)
EXCEPT AS SET FORTH IN SCHEDULE 5.4(A) AND
EXCEPT AS CONTEMPLATED UNDER THE REGISTRATION RIGHTS AGREEMENT, NO PERMIT FROM
OR OF ANY GOVERNMENTAL ENTITY OR ANY THIRD-PARTY APPROVAL IS REQUIRED ON THE
PART OF BREITBURN IN CONNECTION WITH THE EXECUTION AND DELIVERY OF THIS
AGREEMENT OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY EXCEPT FOR
SUCH PERMITS OR THIRD-PARTY APPROVALS WHICH HAVE BEEN OBTAINED.
(B)
EXCEPT AS SET FORTH IN SCHEDULE 5.4(B),
THERE ARE NO (I) ORDERS AGAINST OR AFFECTING BREITBURN OR ITS AFFILIATES OR
(II) ACTIONS PENDING OR, TO THE KNOWLEDGE OF BREITBURN, THREATENED AGAINST OR
AFFECTING BREITBURN OR ITS AFFILIATES (A) CHALLENGING OR SEEKING TO RESTRAIN,
DELAY OR PROHIBIT ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT,
(B) PREVENTING BREITBURN FROM PERFORMING IN ALL MATERIAL RESPECTS ITS
OBLIGATIONS UNDER THIS AGREEMENT OR (C) WHICH WOULD HINDER OR DELAY THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
42
Section 5.5
Investment Intent. BreitBurn is
aware that the Equity Interests are not registered under the Securities Act of
1933, as amended (the "Securities Act") or under any state or foreign securities
Laws. BreitBurn is not an underwriter, as such term is defined under the
Securities Act, and BreitBurn is purchasing the Equity Interests, solely for
investment, with no intention to distribute any of the Equity Interests to any
Person.
Section 5.6
Independent Decision; Hazardous
Materials. BreitBurn (i) has knowledge and experience in financial and business
matters, (ii) has the capability of evaluating the merits and risks of investing
in the Interests, (iii) can bear the economic risk of the transactions
contemplated hereby and an investment in the Interests (and BreitBurn can afford
a complete loss of such investment), and (iv) is not in a disparate bargaining
position with Quicksilver.
(A)
BREITBURN ACKNOWLEDGES THAT THE ACQUIRED
ASSETS, AS WELL AS THE PROPERTIES AND ASSETS OF THE ACQUIRED COMPANIES AND WCGP,
HAVE BEEN USED FOR EXPLORATION, DEVELOPMENT, AND PRODUCTION OF OIL AND GAS AND
THAT THERE MAY BE PETROLEUM, PRODUCED WATER, WASTES, OR OTHER SUBSTANCES OR
MATERIALS LOCATED IN, ON OR UNDER THE ACQUIRED ASSETS (OR ASSETS OF WCGP) OR
ASSOCIATED THEREWITH. PERSONAL PROPERTY AND SITES INCLUDED IN SUCH ACQUIRED
ASSETS AND PROPERTIES MAY CONTAIN ASBESTOS, NORM OR OTHER HAZARDOUS MATERIALS.
NORM MAY AFFIX OR ATTACH ITSELF TO THE INSIDE OF WELLS, MATERIALS, AND EQUIPMENT
AS SCALE, OR IN OTHER FORMS.