Hydrocarbons,
associated with the Company's or any Subsidiaries' interest in any Oil and Gas
Property or lands pooled therewith.
"Winchester" is defined in the Recitals.
"Winchester Hedges" means the Hedges put into place by Winchester on June 29,
2006. A list of the Winchester Hedges is attached to Company Schedule 4.15(A).
"Working Capital" means, as of a specific date, current assets minus current
liabilities as determined in accordance with this Agreement and GAAP applied
consistently with the application thereof in the preparation of the Financial
Statements and as adjusted to (i) exclude
90
any inter-company receivables and payables and Intracompany Obligations (such as
checks outstanding on the Closing Date), (ii) exclude accrued current and
deferred income taxes (whether assets or liabilities), (iii) exclude the current
portion of hedge assets or liabilities related to derivative contracts and
(iv) exclude any accounting reserves mutually agreed to by PFC and Buyer.
"Working Interest" means the percentage of costs and expenses attributable to
the maintenance, development and operation of a Warranty Well, Lease or unit.
12.2
REFERENCES AND CONSTRUCTION. ALL REFERENCES IN THIS AGREEMENT TO
ARTICLES, SECTIONS, SUBSECTIONS AND OTHER SUBDIVISIONS REFER TO CORRESPONDING
ARTICLES, SECTIONS, SUBSECTIONS AND OTHER SUBDIVISIONS OF THIS AGREEMENT UNLESS
EXPRESSLY PROVIDED OTHERWISE. ALL REFERENCES TO "SCHEDULE", "SCHEDULES",
"COMPANY SCHEDULES" OR "BUYER SCHEDULES" ARE TO THE DISCLOSURE SCHEDULES AND
OTHER SCHEDULES ATTACHED HERETO.
(A)
TITLES APPEARING AT THE BEGINNING OF ANY OF SUCH SUBDIVISIONS ARE
FOR CONVENIENCE ONLY AND SHALL NOT CONSTITUTE PART OF SUCH SUBDIVISIONS AND
SHALL BE DISREGARDED IN CONSTRUING THE LANGUAGE CONTAINED IN SUCH SUBDIVISIONS.
(B)
THE WORDS "THIS AGREEMENT," "THIS INSTRUMENT," "HEREIN," "HEREOF,"
"HEREBY," "HEREUNDER" AND WORDS OF SIMILAR IMPORT REFER TO THIS AGREEMENT AS A
WHOLE AND NOT TO ANY PARTICULAR SUBDIVISION UNLESS EXPRESSLY SO LIMITED.
(C)
WORDS IN THE SINGULAR FORM SHALL BE CONSTRUED TO INCLUDE THE
PLURAL AND VICE VERSA, UNLESS THE CONTEXT OTHERWISE REQUIRES. PRONOUNS IN
MASCULINE, FEMININE AND NEUTER GENDERS SHALL BE CONSTRUED TO INCLUDE ANY OTHER
GENDER.
(D)
EXAMPLES SHALL NOT BE CONSTRUED TO LIMIT, EXPRESSLY OR BY
IMPLICATION, THE MATTER THEY ILLUSTRATE.
(E)
UNLESS THE CONTEXT OTHERWISE REQUIRES OR UNLESS OTHERWISE PROVIDED
HEREIN, THE TERMS DEFINED IN THIS AGREEMENT WHICH REFER TO A PARTICULAR
AGREEMENT, INSTRUMENT OR DOCUMENT ALSO REFER TO AND INCLUDE ALL RENEWALS,
EXTENSIONS, MODIFICATIONS, AMENDMENTS OR RESTATEMENTS OF SUCH AGREEMENT,
INSTRUMENT OR DOCUMENT, PROVIDED THAT NOTHING CONTAINED IN THIS SUBSECTION SHALL
BE CONSTRUED TO AUTHORIZE SUCH RENEWAL, EXTENSION, MODIFICATION, AMENDMENT OR
RESTATEMENT.
(F)
THE WORD "OR" IS NOT INTENDED TO BE EXCLUSIVE AND THE WORD
"INCLUDES" AND ITS DERIVATIVES MEANS "INCLUDES, BUT IS NOT LIMITED TO" AND
CORRESPONDING DERIVATIVE EXPRESSIONS.
(G)
EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT IT HAS BEEN
REPRESENTED BY INDEPENDENT COUNSEL OF ITS CHOICE THROUGHOUT ALL NEGOTIATIONS
THAT HAVE PRECEDED THE EXECUTION OF THIS AGREEMENT AND THAT IT HAS EXECUTED THE
SAME WITH CONSENT AND UPON THE ADVICE OF SAID INDEPENDENT COUNSEL. EACH PARTY
AND ITS COUNSEL COOPERATED IN THE DRAFTING AND PREPARATION OF THIS AGREEMENT AND
THE DOCUMENTS REFERRED TO