THREATENED AGAINST THE
COMPANY, THE SUBSIDIARIES OR ANY OF THEIR RESPECTIVE ASSETS, THE PROPERTIES OR
THE MIDSTREAM ASSETS, (2) TO THE KNOWLEDGE OF PFC AND THE COMPANY, NO
CIRCUMSTANCES EXIST THAT REASONABLY COULD BE EXPECTED TO GIVE RISE TO A MATERIAL
PROCEEDING, AND (3) NEITHER THE COMPANY NOR ANY SUBSIDIARY IS SUBJECT TO ANY
OUTSTANDING INJUNCTION, JUDGMENT, ORDER, DECREE, COMPLIANCE OR SETTLEMENT
AGREEMENT, CONCILIATION AGREEMENT, MEMORANDUM OF UNDERSTANDING, WRIT, LETTER OF
COMMITMENT, DEFICIENCY LETTER OR RULING ISSUED BY A GOVERNMENTAL ENTITY (OTHER
THAN ROUTINE OIL AND GAS FIELD REGULATORY ORDERS). TRUE, CORRECT AND COMPLETE
COPIES OF ALL PLEADINGS, ORDERS AND SETTLEMENT CONTRACTS RELATING TO EACH MATTER
IDENTIFIED IN COMPANY SCHEDULE 4.11 HAVE BEEN MADE AVAILABLE TO BUYER.
(B)
THERE ARE NO PROCEEDINGS PENDING OR, TO THE KNOWLEDGE OF PFC OR
THE COMPANY, THREATENED, IN WHICH THE COMPANY OR ANY SUBSIDIARY IS OR MAY BE A
PARTY AFFECTING THE EXECUTION AND DELIVERY OF THIS AGREEMENT OR ANY OTHER
TRANSACTION DOCUMENT BY THE COMPANY OR THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREBY AND THEREBY.
4.12
COMPLIANCE WITH LAWS; PERMITS. EXCEPT AS SET FORTH ON COMPANY
SCHEDULE 4.12:
(A)
THE COMPANY AND THE SUBSIDIARIES ARE IN COMPLIANCE IN ALL MATERIAL
RESPECTS WITH ALL APPLICABLE LAWS (INCLUDING WITH RESPECT TO THE JURISDICTION OF
THE TEXAS RAILROAD COMMISSION, THE LOUISIANA OFFICE OF CONSERVATION AND THE
LOUISIANA PUBLIC SERVICE COMMISSION), AND NONE OF THE COMPANY, PFC OR ANY
SUBSIDIARY HAS RECEIVED ANY WRITTEN OR, TO THE KNOWLEDGE OF PFC AND THE COMPANY,
ORAL, NOTICE FROM ANY GOVERNMENTAL ENTITY OR ANY OTHER PERSON THAT THE COMPANY
OR ANY SUBSIDIARY IS IN VIOLATION OF, OR HAS VIOLATED, ANY APPLICABLE LAWS IN
ANY MATERIAL RESPECT THAT REMAIN UNRESOLVED;
(B)
EACH OF THE COMPANY AND THE SUBSIDIARIES HAS OBTAINED AND HOLDS
ALL MATERIAL FEDERAL, STATE AND LOCAL GOVERNMENTAL PERMITS REASONABLY NECESSARY
FOR THE LAWFUL CONDUCT OF ITS BUSINESS AND THE LAWFUL OWNERSHIP, LEASE, USE AND
OPERATION OF THE PROPERTIES AND
18
THE MIDSTREAM ASSETS, AND EACH OF THE COMPANY AND THE SUBSIDIARIES IS IN
COMPLIANCE IN ALL MATERIAL RESPECTS WITH ALL SUCH PERMITS; AND
(C)
NEITHER THE EXECUTION AND DELIVERY OF THIS AGREEMENT OR THE OTHER
TRANSACTION DOCUMENTS BY PFC, THE GP OR THE COMPANY NOR THE CONSUMMATION BY THE
COMPANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY WILL RESULT IN A
VIOLATION OR BREACH OF, OR CONSTITUTE (WITH OR WITHOUT DUE NOTICE OR LAPSE OF
TIME OR BOTH) A DEFAULT (OR GIVE RISE TO A RIGHT OF TERMINATION OR CANCELLATION)
UNDER, ANY PERMIT.
4.13
FCC LICENSES.
(A)
ONE OR MORE OF THE COMPANY AND THE SUBSIDIARIES HOLDS THE FCC
LICENSES LISTED AND DESCRIBED ON COMPANY SCHEDULE 4.13 (THE "FCC LICENSES").
(B)
EXCEPT AS SET FORTH ON COMPANY SCHEDULE 4.13(B):
(1)
THE FCC LICENSES ARE NOT MATERIAL TO THE CONDUCT OF THE BUSINESS
OF THE COMPANY AND THE SUBSIDIARIES AND DO NOT APPLY TO THE SCADA SYSTEM. TO THE
KNOWLEDGE OF PFC AND THE COMPANY, THE FCC LICENSES CONSTITUTE ALL OF THE
AUTHORIZATIONS REQUIRED UNDER THE COMMUNICATIONS ACT, OR