RESULT IN A DEFAULT (WITH DUE NOTICE OR LAPSE OF TIME OR
BOTH) OR THE CREATION OF ANY LIEN OR ENCUMBRANCE OR GIVE RISE TO ANY RIGHT OF
TERMINATION, CANCELLATION OR ACCELERATION UNDER ANY NOTE, BOND, MORTGAGE,
INDENTURE, LICENSE OR AGREEMENT TO
24
WHICH THE COMPANY IS A PARTY OR BY WHICH IT IS BOUND, (C) VIOLATE ANY JUDGMENT,
ORDER, RULING, OR REGULATION APPLICABLE TO PMOG AS A PARTY IN INTEREST, OR
(D) VIOLATE ANY LAW APPLICABLE TO THE COMPANY OR ANY OF ITS ASSETS, EXCEPT ANY
MATTERS DESCRIBED IN CLAUSES (B), (C) OR (D) ABOVE WHICH WOULD NOT HAVE A
MATERIAL ADVERSE EFFECT ON THE COMPANY'S ABILITY TO CONSUMMATE THE TRANSACTIONS
CONTEMPLATED HEREBY AND EXCEPT FOR COMPLIANCE WITH THE HSR ACT.
SECTION 6.6
CONSENTS, APPROVALS OR WAIVERS.
EXCEPT FOR COMPLIANCE WITH
THE HSR ACT, NEITHER THE EXECUTION AND DELIVERY OF THIS AGREEMENT (NOR ANY
DOCUMENTS REQUIRED TO BE EXECUTED BY THE COMPANY AT CLOSING), NOR THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY NOR THEREBY, NOR THE
COMPLIANCE WITH THE TERMS HEREOF NOR THEREOF (IN EACH CASE, BY THE COMPANY),
WILL (A) BE SUBJECT TO OBTAINING ANY CONSENT, APPROVAL, OR WAIVER FROM ANY
GOVERNMENTAL AUTHORITY OR OTHER THIRD PERSON, OR (B) EXCEPT AS WOULD NOT,
INDIVIDUALLY OR IN THE AGGREGATE, HAVE A MATERIAL ADVERSE EFFECT ON THE
COMPANY'S ABILITY TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY, VIOLATE
ANY APPLICABLE LAW BINDING UPON THE COMPANY.
SECTION 6.7
LITIGATION.
THERE ARE NO ACTIONS, SUITS OR PROCEEDINGS
PENDING, OR TO THE COMPANY'S KNOWLEDGE, THREATENED IN WRITING BY OR BEFORE ANY
GOVERNMENTAL AUTHORITY OR ARBITRATOR AGAINST THE COMPANY WHICH ARE REASONABLY
LIKELY TO IMPAIR THE COMPANY'S ABILITY TO CONSUMMATE THE TRANSACTIONS
CONTEMPLATED HEREBY.
ARTICLE 7
COVENANTS OF THE PARTIES
SECTION 7.1
ACCESS.
EQUITABLE WILL GIVE PMOG AND ITS REPRESENTATIVES
ACCESS TO THE ASSETS AND ACCESS TO AND THE RIGHT TO COPY, AT PMOG'S EXPENSE, THE
RECORDS IN EQUITABLE'S POSSESSION, FOR THE PURPOSE OF CONDUCTING AN
INVESTIGATION OF THE ASSETS AND THE COMPANY, BUT ONLY TO THE EXTENT THAT
EQUITABLE MAY DO SO WITHOUT VIOLATING ANY OBLIGATIONS TO ANY THIRD PERSON;
PROVIDED THAT EQUITABLE SHALL USE ITS COMMERCIALLY REASONABLE EFFORTS TO OBTAIN
ALL CONSENTS AND WAIVERS FROM SUCH THIRD PERSONS IF NECESSARY TO PERMIT PMOG'S
ACCESS TO THE ASSETS AND RECORDS.
SUCH ACCESS BY PMOG SHALL BE LIMITED TO
EQUITABLE'S NORMAL BUSINESS HOURS, AND PMOG'S INVESTIGATION SHALL BE CONDUCTED
IN A MANNER THAT MINIMIZES INTERFERENCE WITH THE OPERATION OF THE ASSETS.
PMOG
AT ITS OPTION MAY CONDUCT A PHASE I ENVIRONMENTAL AUDIT OF ANY OR ALL OF THE
ASSETS, TO THE EXTENT EQUITABLE HAS AUTHORITY TO PERMIT SUCH AN AUDIT, PROVIDED
THAT NEITHER PMOG NOR ITS REPRESENTATIVES SHALL CONDUCT ANY TESTING OR SAMPLING
ON OR WITH RESPECT TO THE ASSETS PRIOR TO CLOSING.
SECTION 7.2
INDEMNITY REGARDING ACCESS.
PMOG AGREES TO INDEMNIFY,
DEFEND AND HOLD HARMLESS EQUITABLE, ITS AFFILIATES, THE OTHER OWNERS OF
INTERESTS IN THE ASSETS (OTHER THAN PMOG OR ITS AFFILIATES), AND ALL SUCH
PERSONS' DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES FROM AND