Common use of Waiver of Liquidated Damages Clause in Contracts

Waiver of Liquidated Damages. If Linn Energy is unable to cause a Registration Statement to go effective within 165 days following the Closing Date as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then Linn Energy may request a waiver of the Liquidated Damages, which may be granted or withheld by the consent of the Holders of a majority of the Purchased Units, taken as a whole, in their sole discretion. A Purchaser’s rights (and any transferee’s rights pursuant to Section 2.10 of this Agreement) under this Section 2.01 shall terminate upon the earlier of (i) when all such Registrable Securities are sold by such Purchaser or transferee, as applicable, and (ii) when such Registrable Securities become eligible for resale under Rule 144(k) (or any similar provision then in force) under the Securities Act.

Waiver of Liquidated Damages. If Linn Energy is unable to cause a Registration Statement to go effective within 165 days following the Closing Date as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then Linn Energy may request a waiver of the Liquidated Damages, which may be granted or withheld by the consent of the Holders of a majority of the Purchased Class B Units and the Purchased Units, taken as a whole, in their sole discretion. A Purchaser’s rights (and any transferee’s rights pursuant to Section 2.10 of this Agreement) under this Section 2.01 shall terminate upon the earlier of (i) when all such Registrable Securities are sold by such Purchaser or transferee, as applicable, and (ii) when such Registrable Securities become eligible for resale under Rule 144(k) (or any similar provision then in force) under the Securities Act.

Waiver of Liquidated Damages. If Linn Energy is unable to cause a Registration Statement to go effective within 165 days following the Closing Date as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then Linn Energy may request a waiver of the Liquidated Damages, which may be granted or withheld by the consent of the Holders of a majority of the Purchased Class C Units and the Purchased Units, taken as a whole, in their sole discretion. A Purchaser’s rights (and any transferee’s rights pursuant to Section 2.10 of this Agreement) under this Section 2.01 shall terminate upon the earlier of (i) when all such Registrable Securities are sold by such Purchaser or transferee, as applicable, and (ii) when such Registrable Securities become eligible for resale under Rule 144(k) (or any similar provision then in force) under the Securities Act.

Waiver of Liquidated Damages. If Linn Energy is unable to cause a Registration Statement to go effective within 165 days following the Closing Date as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then Linn Energy may request a waiver of the Liquidated Damages, which may be granted or withheld by the consent of the Holders of a majority of the Purchased Class D Units and the Purchased Units, taken as a whole, in their sole discretion. A Purchaser’s rights (and any transferee’s rights pursuant to Section 2.10 of this Agreement) under this Section 2.01 other than Liquidated Damages owing but not yet paid shall terminate upon the earlier of (i) when all such Registrable Securities are sold by such Purchaser or transferee, as applicable, and (ii) when such Registrable Securities become eligible for resale under Rule 144(k) (or any similar provision then in force) under the Securities Act.