Offering pursuant to
Section 2.02 or Section 2.03(a) hereof but is unable to do so as a result of the
priority provisions contained in Section 2.02(b) hereof.
SECTION 2.07
EXPENSES.
(A)
CERTAIN DEFINITIONS.
"REGISTRATION EXPENSES" MEANS ALL EXPENSES
INCIDENT TO LINN ENERGY'S PERFORMANCE UNDER OR COMPLIANCE WITH THIS AGREEMENT TO
EFFECT THE REGISTRATION OF REGISTRABLE SECURITIES ON THE REGISTRATION STATEMENT
PURSUANT TO SECTION 2.01 HEREOF OR AN UNDERWRITTEN OFFERING COVERED UNDER THIS
AGREEMENT, AND THE DISPOSITION OF SUCH SECURITIES, INCLUDING, WITHOUT
LIMITATION, ALL REGISTRATION, FILING, SECURITIES EXCHANGE LISTING AND THE NASDAQ
GLOBAL MARKET FEES, ALL REGISTRATION, FILING, QUALIFICATION AND OTHER FEES AND
EXPENSES OF COMPLYING WITH SECURITIES OR BLUE SKY LAWS, FEES OF THE NATIONAL
ASSOCIATION OF SECURITIES DEALERS, INC., TRANSFER TAXES AND FEES OF TRANSFER
AGENTS AND REGISTRARS, ALL WORD PROCESSING, DUPLICATING AND PRINTING EXPENSES
AND THE FEES AND DISBURSEMENTS OF COUNSEL AND INDEPENDENT PUBLIC ACCOUNTANTS FOR
LINN ENERGY, INCLUDING THE EXPENSES OF ANY SPECIAL AUDITS OR "COLD COMFORT"
LETTERS REQUIRED BY OR INCIDENT TO SUCH PERFORMANCE AND COMPLIANCE.
"SELLING
EXPENSES" MEANS ALL UNDERWRITING FEES, DISCOUNTS AND SELLING COMMISSIONS
ALLOCABLE TO THE SALE OF THE REGISTRABLE SECURITIES.
(B)
EXPENSES.
LINN ENERGY WILL PAY ALL REASONABLE REGISTRATION
EXPENSES AS DETERMINED IN GOOD FAITH, INCLUDING, IN THE CASE OF AN UNDERWRITTEN
OFFERING, WHETHER OR NOT ANY SALE IS MADE PURSUANT TO SUCH UNDERWRITTEN
OFFERING.
IN ADDITION, EXCEPT AS OTHERWISE PROVIDED IN SECTION 2.08 HEREOF,
LINN ENERGY SHALL NOT BE RESPONSIBLE FOR LEGAL FEES INCURRED BY HOLDERS IN
12
CONNECTION WITH THE EXERCISE OF SUCH HOLDERS' RIGHTS HEREUNDER.
EACH SELLING
HOLDER SHALL PAY ALL SELLING EXPENSES IN CONNECTION WITH ANY SALE OF ITS
REGISTRABLE SECURITIES HEREUNDER.
SECTION 2.08
INDEMNIFICATION.
(A)
BY LINN ENERGY.
IN THE EVENT OF AN OFFERING OF ANY REGISTRABLE
SECURITIES UNDER THE SECURITIES ACT PURSUANT TO THIS AGREEMENT, LINN ENERGY WILL
INDEMNIFY AND HOLD HARMLESS EACH SELLING HOLDER THEREUNDER, ITS DIRECTORS AND
OFFICERS, AND EACH UNDERWRITER, PURSUANT TO THE APPLICABLE UNDERWRITING
AGREEMENT WITH SUCH UNDERWRITER, OF REGISTRABLE SECURITIES THEREUNDER AND EACH
PERSON, IF ANY, WHO CONTROLS SUCH SELLING HOLDER OR UNDERWRITER WITHIN THE
MEANING OF THE SECURITIES ACT AND THE EXCHANGE ACT, AND ITS DIRECTORS AND
OFFICERS, AGAINST ANY LOSSES, CLAIMS, DAMAGES, EXPENSES OR LIABILITIES
(INCLUDING REASONABLE ATTORNEYS' FEES AND EXPENSES) (COLLECTIVELY, "LOSSES"),
JOINT OR SEVERAL, TO WHICH SUCH SELLING HOLDER, DIRECTOR, OFFICER, UNDERWRITER
OR CONTROLLING PERSON MAY BECOME SUBJECT UNDER THE SECURITIES ACT, THE EXCHANGE
ACT OR OTHERWISE, INSOFAR AS SUCH LOSSES (OR ACTIONS OR PROCEEDINGS, WHETHER
COMMENCED OR THREATENED, IN RESPECT THEREOF) ARISE OUT OF OR ARE BASED UPON ANY
UNTRUE STATEMENT OR ALLEGED UNTRUE STATEMENT OF ANY MATERIAL FACT CONTAINED IN
THE REGISTRATION STATEMENT OR ANY OTHER REGISTRATION STATEMENT CONTEMPLATED BY
THIS AGREEMENT, ANY PRELIMINARY PROSPECTUS, FREE WRITING PROSPECTUS OR FINAL
PROSPECTUS CONTAINED THEREIN, OR ANY AMENDMENT OR SUPPLEMENT THEREOF, OR ARISE
OUT OF OR ARE BASED UPON THE OMISSION OR ALLEGED OMISSION TO STATE THEREIN A
MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS
THEREIN (IN THE CASE OF