Common use of Limitations on Members Clause in Contracts

Limitations on Members. (a) During the term of the Company, LINN agrees to comply with the MSA and the Development Agreement. (b) Except as limited by any other provision of this Agreement or the Development Agreement, Quantum, LINN and their respective representatives and Affiliates (collectively, the “Approved Parties”) may have business interests and engage in business activities in addition to those related to the Company, including interests in and activities related to the businesses described in Section 1.3 or which are otherwise competitive with the business of the Company, and neither the Company nor any other Members shall have any rights in such other business interests or activities or in any income or profits therefrom. (c) Subject in the case of LINN to the terms of the Development Agreement, the Members recognize that the Approved Parties (i) have participated, directly or indirectly, and will continue to participate in venture capital and other direct investments in Entities engaged in various aspects of the oil and gas industry that may be competitive with the business of the Company or its subsidiaries (“Other Investments”), (ii) may have interests in, participate with, assist and maintain seats on the board of directors or similar governing body of Other Investments and (iii) may develop opportunities for Other Investments. In their positions with Other Investments, the Approved Parties may become aware of business opportunities that could be suitable for the Company, but the Members expressly acknowledge that, except in the case of LINN as provided in the Development Agreement, the Approved Parties will not have any duty to disclose to the Company any such business opportunities, whether or not competitive with the Company’s business and whether or not the Company might be interested in such business opportunities for itself. Furthermore, the Members acknowledge that the Approved Parties have duties not to disclose confidential information of or related to Other Investments (except in the case of LINN as provided in the Development Agreement). The Members agree that the activities of the Approved Parties relating to Other Investments that are contemplated by this Section 6.2(c) are not unreasonable and the Approved Parties, except in the case of LINN as provided in the Development Agreement, have no duty to the Company or the Members with respect thereto. (d) Subject in the case of LINN to the terms of the Development Agreement, the Members agree that, to the extent any court holds that any activity relating to any Other Investments is a breach of a duty to the Company or its Members, the Members hereby waive any and all claims and causes of action that they or the Company may have in connection with such activity; provided, however, that this sentence shall not constitute a waiver by the Members of any disclosure of Confidential Information by the Approved Parties in violation of Section 7.5. The Members further agree that the waivers and agreements in this Agreement identify certain types and categories of activities which do not violate any duty of the Approved Parties to the Company or its Members and that such types and categories are not manifestly unreasonable. The waivers and agreements in this Agreement apply equally to activities that have been conducted in the past and to activities conducted in the future.

Limitations on Members. (a) During Quantum and its representatives and Affiliates, the term of the Company, LINN agrees to comply with the MSA Members and the Development Agreement. (b) Except as limited by any other provision of this Agreement or the Development Agreement, Quantum, LINN and their respective representatives and Affiliates Manager (collectively, the “Approved Parties”) may have business interests and engage in business activities in addition to those related to the Company, including interests in and activities related to the businesses described in Section 1.3 or which are otherwise competitive with the business of the Company, and neither the Company nor any other Members shall have any rights in such other business interests or activities or in any income or profits therefrom. (cb) Subject in the case of LINN to the terms of the Development Agreement, the The Members recognize that the Approved Parties (i) have participated, directly or indirectly, and will continue to participate in venture capital and other direct investments in Entities engaged in various aspects of the oil and gas industry that may be competitive with the business of the Company or its subsidiaries (“Other Investments”), (ii) may have interests in, participate with, assist and maintain seats on the board of directors or similar governing body of Other Investments and (iii) may develop opportunities for Other Investments. In their positions with Other Investments, the Approved Parties may become aware of business opportunities that could be suitable for the Company, but the Members expressly acknowledge that, except in the case of LINN as provided in the Development Agreement, that the Approved Parties will not have any duty to disclose to the Company any such business opportunities, whether or not competitive with the Company’s business and whether or not the Company might be interested in such business opportunities for itself. Furthermore, the Members acknowledge that the Approved Parties have duties not to disclose confidential information of or related to Other Investments (except in the case of LINN as provided in the Development Agreement)Investments. The Members agree that the activities of the Approved Parties relating to Other Investments that are contemplated by this Section 6.2(c6.2(b) are not unreasonable and would not violate any duty of the Approved Parties, except in the case of LINN as provided in the Development Agreement, have no duty Parties to the Company or the Members with respect theretoMembers. (dc) Subject in the case of LINN to the terms of the Development Agreement, the The Members agree that, to the extent any court holds that any activity relating to any Other Investments is a breach of a duty to the Company or its Members, the Members hereby waive any and all claims and causes of action that they or the Company may have in connection with such activity; provided, however, that this sentence shall not constitute a waiver by the Members of any disclosure of Confidential Information by the Approved Parties in violation of Section 7.57.3. The Members further agree that the waivers and agreements in this Agreement identify certain types and categories of activities which do not violate any duty of the Approved Parties to the Company or its Members and that such types and categories are not manifestly unreasonable. The waivers and agreements in this Agreement apply equally to activities that have been conducted in the past and to activities conducted in the future.

Limitations on Members. (a) During Quantum and its representatives and Affiliates, the term of the Company, LINN agrees to comply with the MSA Members and the Development Agreement. (b) Except as limited by any other provision of this Agreement or the Development Agreement, Quantum, LINN and their respective representatives and Affiliates Manager (collectively, the “Approved Parties”) may have business interests and engage in business activities in addition to those related to the Company, including interests in and activities related to the businesses described in Section 1.3 or which are otherwise competitive with the business of the Company, and neither the Company nor any other Members shall have any rights in such other business interests or activities or in any income or profits therefrom. (cb) Subject in the case of LINN to the terms of the Development Agreement, the The Members recognize that the Approved Parties (i) have participated, directly or indirectly, and will continue to participate in venture capital and other direct investments in Entities engaged in various aspects of the oil and gas industry that may be competitive with the business of the Company or its subsidiaries (“Other Investments”), (ii) may have interests in, participate with, assist and maintain seats on the board of directors or similar governing body of Other Investments and (iii) may develop opportunities for Other Investments. In their positions with Other Investments, the Approved Parties may become aware of business opportunities that could be suitable for the Company, but the Members expressly acknowledge that, except in the case of LINN as provided in the Development Agreement, that the Approved Parties will not have any duty to disclose to the Company any 20 such business opportunities, whether or not competitive with the Company’s business and whether or not the Company might be interested in such business opportunities for itself. Furthermore, the Members acknowledge that the Approved Parties have duties not to disclose confidential information of or related to Other Investments (except in the case of LINN as provided in the Development Agreement)Investments. The Members agree that the activities of the Approved Parties relating to Other Investments that are contemplated by this Section 6.2(c6.2(b) are not unreasonable and would not violate any duty of the Approved Parties, except in the case of LINN as provided in the Development Agreement, have no duty Parties to the Company or the Members with respect theretoMembers. (dc) Subject in the case of LINN to the terms of the Development Agreement, the The Members agree that, to the extent any court holds that any activity relating to any Other Investments is a breach of a duty to the Company or its Members, the Members hereby waive any and all claims and causes of action that they or the Company may have in connection with such activity; provided, however, that this sentence shall not constitute a waiver by the Members of any disclosure of Confidential Information by the Approved Parties in violation of Section 7.57.3. The Members further agree that the waivers and agreements in this Agreement identify certain types and categories of activities which do not violate any duty of the Approved Parties to the Company or its Members and that such types and categories are not manifestly unreasonable. The waivers and agreements in this Agreement apply equally to activities that have been conducted in the past and to activities conducted in the future.