OF PFC AND BUYER WILL BEAR ITS OWN COSTS AND EXPENSES
RELATING TO
47
ITS COMPLIANCE WITH THIS SECTION; PROVIDED, HOWEVER, THAT BUYER WILL PAY THE
ENTIRE FILING FEE REQUIRED BY THE HSR ACT.
7.12
NO AMENDMENT OF INDEMNIFICATION PROVISIONS. BUYER AGREES TO CAUSE
EACH SUBSIDIARY (A) NOT TO CHANGE, FOR SIX YEARS AFTER THE CLOSING DATE, THE
INDEMNIFICATION PROVISIONS OF ITS RESPECTIVE CERTIFICATE OF FORMATION OR
OPERATING AGREEMENT OR GOVERNING DOCUMENTS IN EFFECT ON THE DATE HEREOF IN EACH
CASE RELATING TO THE INDEMNIFICATION OF EACH PRESENT AND FORMER MANAGER,
OFFICER, EMPLOYEE OR AGENT OF SUCH SUBSIDIARY IN A MANNER THAT ADVERSELY AFFECTS
THE RIGHTS OF SUCH MANAGERS, OFFICERS, EMPLOYEES OR AGENTS TO INDEMNIFICATION
THEREUNDER AND (B) TO COMPLY WITH THE TERMS THEREOF TO PROVIDE SUCH MANAGERS,
OFFICERS, EMPLOYEES OR AGENTS WITH ALL RIGHTS OF INDEMNIFICATION THEREUNDER.
7.13
THIRD PARTY CONSENTS. AFTER THE DATE HEREOF AND PRIOR TO THE
CLOSING, EACH OF PFC, THE COMPANY AND EACH SUBSIDIARY SHALL, AND PFC SHALL CAUSE
THE COMPANY TO, AND EACH OF PFC AND THE COMPANY SHALL CAUSE EACH SUBSIDIARY TO,
USE ITS COMMERCIALLY REASONABLE EFFORTS TO PROMPTLY OBTAIN THE CONSENT FROM ANY
PARTY TO A COMPANY CONTRACT OR OIL AND GAS CONTRACT IDENTIFIED ON COMPANY
SCHEDULE 4.5(B) AS REQUIRING THE CONSENT OF ANOTHER PARTY THERETO; PROVIDED THAT
PFC IS NOT REQUIRED TO PAY MONEY TO ANY SUCH COUNTERPARTY OBTAIN ANY SUCH
CONSENT. NOTWITHSTANDING THE FOREGOING, NO LATER THAN 20 DAYS PRIOR TO THE
CLOSING DATE, BUYER WILL INFORM PFC IF BUYER DESIRES TO RE-LICENSE THE SEISMIC
LICENSES IDENTIFIED ON COMPANY SCHEDULE 4.5(B). IF BUYER DECIDES TO RE-LICENSE
SUCH LICENSES, BUYER WILL PAY ANY RE-LICENSE FEES CHARGED BY THE LICENSORS UP TO
$93,000 IN THE AGGREGATE AND PFC WILL REIMBURSE BUYER FOR ANY RE-LICENSE FEE IN
EXCESS OF THAT AMOUNT. IF BUYER ELECTS NOT TO RE-LICENSE A SEISMIC LICENSE,
BUYER WILL INFORM PFC AND PFC WILL TERMINATE THAT LICENSE AS OF THE CLOSING
DATE.
7.14
NO SOLICITATION OF TRANSACTIONS. PFC SHALL NOT, AND PFC SHALL CAUSE
EACH OF ITS AFFILIATES (INCLUDING, WITHOUT LIMITATION, THE COMPANY AND THE
SUBSIDIARIES) AND ITS AND THEIR RESPECTIVE REPRESENTATIVES (AS DEFINED BELOW) TO
NOT, DIRECTLY OR INDIRECTLY, INITIATE, SOLICIT OR ENCOURAGE (INCLUDING, WITHOUT
LIMITATION, BY WAY OF FURNISHING INFORMATION OR ASSISTANCE), OR TAKE ANY OTHER
ACTION TO FACILITATE, ANY INQUIRIES OR THE MAKING OF ANY PROPOSAL OR OFFER THAT
CONSTITUTES, OR MAY LEAD TO, ANY ACQUISITION PROPOSAL (AS DEFINED BELOW) WITH
ANY OTHER PERSON OTHER THAN BUYER OR AN AFFILIATE OF BUYER, OR ENTER INTO OR
MAINTAIN OR CONTINUE DISCUSSIONS OR NEGOTIATE WITH ANY PERSON (OTHER THAN BUYER
OR AN AFFILIATE OF BUYER) IN FURTHERANCE OF SUCH INQUIRIES OR FOR THE PURPOSE OF
OBTAINING AN ACQUISITION PROPOSAL. PFC SHALL, AND PFC SHALL CAUSE EACH OF ITS
AFFILIATES TO, PROMPTLY, BUT IN NO EVENT LATER THAN 24 HOURS, NOTIFY BUYER AFTER
RECEIPT BY PFC OR ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE
REPRESENTATIVES, OR AFTER FIRST BECOMING AWARE, OF ANY SUCH THIRD-PARTY
INQUIRIES, OFFERS OR