ATTRIBUTABLE TO AND ACCOUNTED FOR UNDER
THE NAME OF THE COMPANY AND RELATED TO THE OIL AND GAS PROPERTIES (E.G., VOLUMES
OF GAS NOT TAKEN FROM THE LEASES, OR ON LANDS UNITIZED THEREWITH, DESPITE THE
COMPANY'S OWNERSHIP INTEREST IN AND RIGHT TO RECEIVE SUCH VOLUMES).
IF THE
TOTAL AMOUNT OF OVERPRODUCTION (AS SO DETERMINED) EXCEEDS THE TOTAL AMOUNT OF
UNDERPRODUCTION (AS SO DETERMINED) THE BASE PURCHASE PRICE SHALL BE ADJUSTED
DOWNWARD IN AN AMOUNT EQUAL TO US$5.72 PER MCF TIMES SUCH EXCESS. IF THE TOTAL
AMOUNT OF UNDERPRODUCTION (AS SO DETERMINED) EXCEEDS THE TOTAL AMOUNT OF
OVERPRODUCTION (AS SO DETERMINED) THE BASE PURCHASE PRICE SHALL BE ADJUSTED
UPWARD IN AN AMOUNT EQUAL TO
US$5.72 PER MCF TIMES SUCH EXCESS. THE AMOUNT OF
ANY UPWARD ADJUSTMENT SHALL BE PAID BY BUYER TO SELLER, OR THE AMOUNT OF ANY
DOWNWARD ADJUSTMENT SHALL BE PAID BY SELLER TO BUYER, WITHIN FIVE DAYS AFTER
DETERMINATION THEREOF. NOTWITHSTANDING THE FOREGOING, ONLY IMBALANCES SUBJECT TO
LEGALLY ENFORCEABLE RIGHTS OF RECOVERY WILL BE SUBJECT TO THE DETERMINATION
HEREUNDER.
25
7.6
ACCESS TO INFORMATION.
UPON REASONABLE NOTICE, THE COMPANY, FOC
AND SELLER SHALL AFFORD TO BUYER'S OFFICERS, EMPLOYEES, ACCOUNTANTS, COUNSEL AND
OTHER REPRESENTATIVES ACCESS, FROM THE DATE HEREOF UNTIL THE CLOSING DATE, TO
ALL OF THE PROPERTIES, BOOKS, CONTRACTS, COMMITMENTS, FILES AND RECORDS OF THE
COMPANY AND, TO THE EXTENT THAT THEY PERTAIN TO THE OIL AND GAS PROPERTIES, FOC,
AS WELL AS TO THE COMPANY'S, SELLER'S AND FOC'S OFFICERS AND EMPLOYEES (TO THE
EXTENT THAT ANY OF FOC'S OFFICERS AND EMPLOYEES ARE RESPONSIBLE FOR MATTERS
PERTAINING TO THE COMPANY OR ITS ASSETS AND PROPERTIES) AND, DURING SUCH PERIOD,
THE COMPANY SHALL FURNISH TO BUYER (A) A COPY OF EACH MATERIAL REPORT, SCHEDULE,
REGISTRATION STATEMENT AND OTHER DOCUMENT FILED OR RECEIVED BY IT DURING SUCH
PERIOD AND (B) ALL OTHER INFORMATION CONCERNING ITS BUSINESS, PROPERTIES AND
PERSONNEL AS BUYER MAY REASONABLY REQUEST. BUYER AGREES THAT IT WILL NOT, AND
WILL CAUSE ITS RESPECTIVE REPRESENTATIVES NOT TO, USE ANY INFORMATION OBTAINED
PURSUANT TO THIS SECTION 7.6 FOR ANY PURPOSE UNRELATED TO THE CONSUMMATION OF
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
THE CONFIDENTIALITY AGREEMENT
SHALL APPLY WITH RESPECT TO THE INFORMATION FURNISHED THEREUNDER AND HEREUNDER,
AND ANY OTHER ACTIVITIES CONTEMPLATED THEREBY. BUYER SHALL INDEMNIFY, DEFEND AND
HOLD HARMLESS THE COMPANY AND THE SELLER FROM AND AGAINST ANY AND ALL CLAIMS,
ACTIONS, CAUSES OF ACTION, DEMANDS, ASSESSMENTS, LOSSES, DAMAGES, LIABILITIES,
JUDGMENTS, SETTLEMENTS, PENALTIES, COSTS AND EXPENSES (INCLUDING REASONABLE
ATTORNEYS' FEES AND EXPENSES), OF ANY NATURE WHATSOEVER ASSERTED AGAINST OR
SUFFERED BY THE COMPANY OR THE SELLER RELATING TO, RESULTING FROM OR ARISING OUT
OF THE CONDUCT OF BUYER OR ITS REPRESENTATIVES IN THE COURSE OF ANY EXAMINATIONS
OR INSPECTIONS MADE BY BUYER OR ITS REPRESENTATIVES UNDER THIS SECTION 7.6,
EXCEPT TO THE EXTENT OF GROSS NEGLIGENCE OR WILFULL MISCONDUCT ON THE PART OF
COMPANY, OR ANY OF ITS EMPLOYEES, AGENTS OR AFFILIATES.
7.7
REGULATORY APPROVALS.
EACH PARTY HERETO SHALL COOPERATE AND USE
ITS REASONABLE BEST EFFORTS TO PROMPTLY PREPARE AND