ARTICLE IX OR ARTICLE X, (B) ANY ACTIONS RELATING TO ANY
BREACH BY A PARTY IN THE EVENT OF A TERMINATION OF THIS AGREEMENT PURSUANT TO
ARTICLE VIII, OR (C) ANY OTHER BREACH OR ALLEGED BREACH OF THIS AGREEMENT;
PROVIDED, HOWEVER, THAT THE FOREGOING SHALL NOT BAR RECOVERY BY ONE PARTY
AGAINST ANOTHER PARTY FOR INDEMNIFIED DAMAGES HEREUNDER TO THE EXTENT SUCH
DAMAGES ARE OWED BY THE CLAIMING PARTY TO AN UNAFFILIATED THIRD PARTY (WHICH
SHALL NOT INCLUDE ANY BREITBURN INDEMNIFIED PARTIES, QUICKSILVER INDEMNIFIED
PARTIES, ANY OF THEIR RESPECTIVE AFFILIATES, AND ANY OF THE TRANSFERRED
COMPANIES).
Section 11.14
Waiver of Jury Trial.
THE PARTIES HEREBY WAIVE ANY RIGHT TO
TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY
TRANSACTION CONTEMPLATED HEREBY, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND
WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.
THE PARTIES AGREE THAT ANY OF
THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE
KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO
WAIVE TRIAL BY JURY AND THAT ANY ACTION WHATSOEVER BETWEEN THEM RELATING TO THIS
AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY SHALL INSTEAD BE TRIED IN A
COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.
Section 11.15
Time.
Time is of the essence in the performance of this
Agreement in all respects.
Section 11.16
No Further Representations; Disclaimers.
EXCEPT FOR THE
REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, THE
INTERESTS ARE BEING SOLD AND TRANSFERRED "AS IS, WHERE IS," AND QUICKSILVER IS
NOT MAKING ANY OTHER REPRESENTATIONS OR WARRANTIES, WRITTEN OR ORAL, STATUTORY,
EXPRESS OR IMPLIED, CONCERNING SUCH INTERESTS, THE ACQUIRED ASSETS, THE ACQUIRED
COMPANIES OR WCGP, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE HEREBY
EXPRESSLY EXCLUDED AND DISCLAIMED.
IN ADDITION, WITHOUT LIMITING THE GENERALITY
OF THE PRIOR SENTENCE, QUICKSILVER MAKES NO, AND
-86-
EXPRESSLY HEREIN ALSO DISCLAIMS, ANY REPRESENTATION OR WARRANTY REGARDING THE
FUTURE FINANCIAL PERFORMANCE OF THE ACQUIRED ASSETS, THE ACQUIRED COMPANIES OR
WCGP OR THEIR RESPECTIVE ASSETS, AND QUICKSILVER ALSO EXPRESSLY DISCLAIMS ANY
REPRESENTATION OR WARRANTY REGARDING ANY BUSINESS OR FINANCIAL PROJECTIONS MADE
AVAILABLE TO BREITBURN REGARDING THE ACQUIRED ASSETS, THE ACQUIRED COMPANIES OR
WCGP, THE BUSINESS OR THE INTERESTS.
NONE OF QUICKSILVER OR ITS REPRESENTATIVES
SHALL HAVE OR BE SUBJECT TO ANY LIABILITY TO BREITBURN RESULTING FROM THE
DISTRIBUTION TO BREITBURN, OR BREITBURN'S USE OF, ANY INFORMATION WITH RESPECT
TO THE BUSINESS AND ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO
BREITBURN IN MANAGEMENT PRESENTATIONS OR IN ANY OTHER FORM IN EXPECTATION OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
Section 11.17
Confidentiality.
At the Closing Quicksilver and BreitBurn shall
take (or cause to be taken) such actions as are necessary to terminate the
Confidentiality Agreement.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed
as of the date first above written.
QUICKSILVER RESOURCES INC.,
a Delaware corporation