BROWN, EACH
DATED THE CLOSING DATE, SUBSTANTIALLY SIMILAR IN SUBSTANCE TO THE FORM OF
OPINIONS ATTACHED TO THIS AGREEMENT AS EXHIBIT A;
(C)
THE REGISTRATION RIGHTS AGREEMENT IN SUBSTANTIALLY THE FORM
ATTACHED TO THIS AGREEMENT AS EXHIBIT B, WHICH SHALL HAVE BEEN DULY EXECUTED BY
BREITBURN;
(D)
A FULLY EXECUTED COPY OF THE BEP PURCHASE AGREEMENT IN
SUBSTANTIALLY THE FORM ATTACHED TO THIS AGREEMENT AS EXHIBIT C;
(E)
A CERTIFICATE OF THE SECRETARY OF BREITBURN DATED AS OF THE
CLOSING DATE, AS TO CERTAIN MATTERS;
(F)
A CERTIFICATE DATED AS OF A RECENT DATE OF THE SECRETARY OF STATE
OF THE STATE OF DELAWARE WITH RESPECT TO THE DUE ORGANIZATION AND GOOD STANDING
IN THE STATE OF DELAWARE OF BREITBURN; AND
17
(G)
A CROSS-RECEIPT, DATED THE CLOSING DATE, EXECUTED BY BREITBURN AND
DELIVERED TO EACH PURCHASER TO THE EFFECT THAT BREITBURN HAS RECEIVED THE
COMMITMENT AMOUNT WITH RESPECT TO THE PURCHASED UNITS ISSUED AND SOLD TO ALL
PURCHASERS.
SECTION 6.2
PURCHASER DELIVERIES.
AT THE CLOSING, SUBJECT TO THE
TERMS AND CONDITIONS OF THIS AGREEMENT, EACH PURCHASER WILL DELIVER, OR CAUSE TO
BE DELIVERED, TO BREITBURN:
(A)
PAYMENT TO BREITBURN OF SUCH PURCHASER'S COMMITMENT AMOUNT BY WIRE
TRANSFER(S) OF IMMEDIATELY AVAILABLE FUNDS TO AN ACCOUNT DESIGNATED BY BREITBURN
IN WRITING AT LEAST TWO (2) BUSINESS DAYS (OR SUCH SHORTER PERIOD AS SHALL BE
AGREEABLE TO ALL PARTIES HERETO) PRIOR TO THE CLOSING;
(B)
THE REGISTRATION RIGHTS AGREEMENT IN SUBSTANTIALLY THE FORM
ATTACHED TO THIS AGREEMENT AS EXHIBIT B, WHICH SHALL HAVE BEEN DULY EXECUTED BY
SUCH PURCHASER;
(C)
A CROSS RECEIPT DATED THE CLOSING DATE, EXECUTED BY SUCH PURCHASER
TO THE EFFECT THAT SUCH PURCHASER HAS RECEIVED CERTIFICATES EVIDENCING ITS
PURCHASED UNITS.
ARTICLE VII
INDEMNIFICATION, COSTS AND EXPENSES
SECTION 7.1
INDEMNIFICATION BY BREITBURN.
BREITBURN AGREES TO
INDEMNIFY EACH PURCHASER AND ITS REPRESENTATIVES (COLLECTIVELY, "PURCHASER
RELATED PARTIES") FROM, AND HOLD EACH OF THEM HARMLESS AGAINST, ANY AND ALL
ACTIONS, SUITS, PROCEEDINGS (INCLUDING ANY INVESTIGATIONS, LITIGATION OR
INQUIRIES), DEMANDS AND CAUSES OF ACTION, AND, IN CONNECTION THEREWITH, AND
PROMPTLY UPON DEMAND, PAY AND REIMBURSE EACH OF THEM FOR ALL REASONABLE COSTS,
LOSSES, LIABILITIES, DAMAGES OR EXPENSES OF ANY KIND OR NATURE WHATSOEVER,
INCLUDING, WITHOUT LIMITATION, THE REASONABLE FEES AND DISBURSEMENTS OF COUNSEL
AND ALL OTHER REASONABLE EXPENSES INCURRED IN CONNECTION WITH INVESTIGATING,
DEFENDING OR PREPARING TO DEFEND ANY SUCH MATTER THAT MAY BE INCURRED BY THEM OR
ASSERTED AGAINST OR INVOLVE ANY OF THEM AS A RESULT OF, ARISING OUT OF OR IN ANY
WAY RELATED TO THE BREACH OF ANY OF THE REPRESENTATIONS, WARRANTIES OR COVENANTS
OF BREITBURN CONTAINED HEREIN; PROVIDED THAT SUCH CLAIM FOR INDEMNIFICATION IS
MADE PRIOR TO THE EXPIRATION OF SUCH REPRESENTATION OR WARRANTY; PROVIDED
FURTHER, THAT NO PURCHASER RELATED PARTY SHALL BE ENTITLED TO RECOVER SPECIAL,
CONSEQUENTIAL (INCLUDING LOST PROFITS) OR PUNITIVE DAMAGES.
NOTWITHSTANDING
ANYTHING TO THE CONTRARY, CONSEQUENTIAL DAMAGES SHALL NOT BE DEEMED TO INCLUDE
DIMINUTION IN VALUE, WHICH IS SPECIFICALLY INCLUDED IN DAMAGES COVERED BY
PURCHASER RELATED PARTIES INDEMNIFICATION.
SECTION 7.2
INDEMNIFICATION BY PURCHASERS.