WITH APPLICABLE FEDERAL AND STATE SECURITIES LAWS.
5.10
INDEPENDENT EVALUATION. BUYER IS AN EXPERIENCED AND KNOWLEDGEABLE
INVESTOR IN THE OIL AND GAS BUSINESS AND THE BUSINESS OF OWNING AND OPERATING
OIL, GAS AND MINERAL PROPERTIES SIMILAR TO THE OIL AND GAS PROPERTIES AND
MIDSTREAM ASSETS OWNED BY THE COMPANY AND THE OPERATING COMPANIES. BUYER HAS HAD
ACCESS TO THE PROPERTIES AND THE MIDSTREAM ASSETS, THE OFFICERS, CONSULTANTS AND
OTHER REPRESENTATIVES OF THE COMPANY AND THE SUBSIDIARIES, AND THE
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BOOKS, RECORDS, AND FILES OF THE COMPANY AND THE SUBSIDIARIES RELATING TO THE
PROPERTIES AND MIDSTREAM ASSETS. IN MAKING THE DECISION TO ENTER INTO THIS
AGREEMENT AND TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY, BUYER HAS
RELIED ONLY ON (I) THE BASIS OF ITS OWN INDEPENDENT DUE DILIGENCE INVESTIGATION
OF THE PROPERTIES AND MIDSTREAM ASSETS, AND (II) THE REPRESENTATIONS AND
WARRANTIES MADE BY PFC, GP AND THE COMPANY IN ARTICLES III AND IV AND THE OTHER
OBLIGATIONS OF ANY SUCH PARTIES SET FORTH IN THE TRANSACTION DOCUMENTS AND HAS
BEEN ADVISED BY AND HAS RELIED SOLELY ON ITS OWN EXPERTISE AND LEGAL, LAND, TAX,
RESERVOIR ENGINEERING AND OTHER PROFESSIONAL COUNSEL CONCERNING THIS
TRANSACTION, THE PROPERTIES AND MIDSTREAM ASSETS AND THE VALUE THEREOF. NOTHING
CONTAINED IN SECTIONS 5.8 THROUGH THIS 5.10 SHALL AFFECT ANY RIGHTS OF BUYER
UNDER THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT.
5.11
BROKERS. NO BROKER, INVESTMENT BANKER, FINANCIAL ADVISOR OR OTHER
PERSON IS ENTITLED TO ANY BROKER'S, FINDER'S, FINANCIAL ADVISOR'S OR OTHER
SIMILAR FEE OR COMMISSION IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT BASED UPON ARRANGEMENTS MADE BY OR ON BEHALF OF BUYER WHICH PFC
OR ANY RELATED AFFILIATE MAY BE OBLIGATED TO PAY.
ARTICLE VI
CONDUCT OF COMPANY AND THE SUBSIDIARIES PENDING CLOSING
6.1
CONDUCT AND PRESERVATION OF BUSINESS.
Except as expressly provided in this Agreement or to the extent that Buyer shall
otherwise consent during the period from the date hereof to the Closing, the
Company shall, PFC shall cause the Company to, and PFC and the Company shall
cause each Subsidiary to:
(A)
CONDUCT ITS OPERATIONS IN THE ORDINARY COURSE OF BUSINESS AND IN
COMPLIANCE WITH ALL APPLICABLE LAWS;
(B)
USE COMMERCIALLY REASONABLE EFFORTS CONSISTENT WITH PAST PRACTICE
TO MAINTAIN AND TO KEEP THEIR PROPERTIES AND ASSETS IN GOOD REPAIR AND
CONDITION, ORDINARY WEAR AND TEAR EXCEPTED; IF THERE IS ANY CASUALTY LOSS OR
DAMAGE TO ANY PROPERTIES OR ASSETS OF THE COMPANY OR ANY SUBSIDIARY PRIOR TO
CLOSING, TO CONSULT WITH BUYER REGARDING THE REPLACEMENT OR REPAIR OF SUCH
PROPERTY OR ASSET;
(C)
USE COMMERCIALLY REASONABLE EFFORTS TO KEEP IN FULL FORCE AND
EFFECT INSURANCE APPLICABLE TO IT COMPARABLE IN AMOUNT AND SCOPE OF COVERAGE TO
THAT CURRENTLY MAINTAINED;
(D)
(1) KEEP AND MAINTAIN ACCURATE BOOKS, RECORDS AND ACCOUNTS; (2) PAY
OR ACCRUE ALL TAXES, ASSESSMENTS AND OTHER GOVERNMENTAL CHARGES IMPOSED UPON ANY
OF ITS ASSETS OR PROPERTIES OR WITH RESPECT TO ITS FRANCHISES, BUSINESSES,
INCOME OR ASSETS WHEN DUE AND BEFORE ANY PENALTY OR INTEREST ACCRUES THEREON
UNLESS, IF DUE AND