AND CAPEX BUDGET.
(A)
PENDING THE CLOSING, PFC AND THE COMPANY WILL PROVIDE TO BUYER ITS
PLAN FOR NEW PROJECTS AND THE COMPANY'S AND SUBSIDIARIES' BUDGETS FOR SUCH
PROJECTS (THE "PROJECT PLAN"), TO BE UNDERTAKEN BY THE COMPANY OR SUBSIDIARIES
(INCLUDING THE ACQUISITION OF NEW OIL & GAS PROPERTIES, THE EXECUTION OF NEW OIL
& GAS CONTRACTS, AND THE DRILLING AND COMPLETION OF WELLS). THE INITIAL PROJECT
PLAN IS ATTACHED AS SCHEDULE 7.18. THE COMPANY SHALL SUBMIT WEEKLY WRITTEN
REPORTS TO BUYER TO INFORM BUYER WITH RESPECT TO THE STATUS OF THE PROJECT PLAN.
THE COMPANY MAY SUGGEST CHANGES TO A PROJECT PLAN, AND AFTER CONSULTATION WITH
THE PRESIDENT OF BUYER, ANY AMENDED PROJECT PLAN SHALL BE EFFECTIVE. SUCH
SUBSEQUENT PROJECT PLANS WILL NOT BE CONSIDERED TO BE SCHEDULES TO THIS
AGREEMENT. THE COMPANY AND THE SUBSIDIARIES SHALL CONFORM TO THE REQUIREMENTS OF
THE THEN-EFFECTIVE PROJECT PLAN WITH RESPECT TO THE ACTIVITIES CONDUCTED PRIOR
TO THE CLOSING BY THE COMPANY AND THE SUBSIDIARIES AND EXPENDITURE MAXIMUMS AND
LIMITS ESTABLISHED THEREBY. THE COMPANY SHALL MAKE ITS OFFICERS AVAILABLE TO
BUYER, AT REASONABLE TIMES AND PLACES EACH SUCH WEEK TO DISCUSS THE PROJECT PLAN
AND POTENTIAL CHANGES THERETO, AND TO FURNISH SUCH OTHER INFORMATION CONCERNING
SUCH PROJECTS AS BUYER SHALL REASONABLY REQUEST.
7.19
PFC RETAINED ENVIRONMENTAL RESPONSIBILITIES AND INDEMNIFICATION.
(A)
IN CONJUNCTION WITH THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS
AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS AND THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY, PFC SHALL COOPERATE WITH THE BUYER TO
EFFECTUATE THE TRANSFER OF ANY
50
ENVIRONMENTAL PERMITS HELD BY THE COMPANY OR ANY SUBSIDIARY UNDER ANY
ENVIRONMENTAL LAW, SHOULD NOTIFICATION, DISCLOSURE, REGISTRATION, REPORTING,
FILING, OR INVESTIGATION BE REQUIRED UNDER ANY ENVIRONMENTAL LAW. ANY
OUT-OF-POCKET EXPENSES RELATED TO SUCH TRANSFER AND FOR THE ACTIONS REQUIRED FOR
TRANSFER SHALL BE THE RESPONSIBILITY OF BUYER, EXCEPT WITH RESPECT TO ACTIONS
REQUIRED OF PFC WITH RESPECT TO PFC RETAINED ENVIRONMENTAL MATTERS (AS DEFINED
BELOW).
(B)
SUBJECT TO THE TERMS AND PROVISIONS OF THIS SECTION 7.19 AND
SECTION 11.1, PFC SHALL INDEMNIFY AND HOLD HARMLESS BUYER AND ITS AFFILIATES
FROM AND AGAINST ANY AND ALL LOSSES ARISING UNDER OR RELATING TO ENVIRONMENTAL
LAWS MADE AGAINST OR INCURRED OR SUFFERED BY BUYER OR SUCH AFFILIATE, ON OR
AFTER THE CLOSING DATE, WITH RESPECT TO THE MATTERS IDENTIFIED UNDER ITEM B(3)
IN COMPANY SCHEDULE 4.21 ("PFC RETAINED ENVIRONMENTAL MATTERS").
(C)
COMPANY SCHEDULE 7.19 LISTS (1) THE PROPERTIES OWNED OR OPERATED
BY THE COMPANY OR THE SUBSIDIARIES AS TO WHICH BUYER HAS COMPLETED ITS
ENVIRONMENTAL INVESTIGATIONS (THE "GROUP A PROPERTIES") AND AS TO WHICH BUYER
ASSERTS (AS DESCRIBED ON SUCH SCHEDULE) THE EXISTENCE OF A VIOLATION OF
ENVIRONMENTAL LAW, THE PRESENCE OF CONCENTRATIONS OF HAZARDOUS MATERIALS IN
EXCESS OF AMOUNTS THAT WOULD CUSTOMARILY BE CONSIDERED ADDRESSED BY ORDINARY
COMPLIANCE MANAGEMENT BY A REASONABLY PRUDENT OPERATOR OF COMPARABLE PROPERTIES
IN THE APPLICABLE JURISDICTION ("ORDINARY COMPLIANCE MANAGEMENT"), OR OTHERWISE
REASONABLY MAY GIVE RISE TO LIABILITY UNDER ENVIRONMENTAL LAW FOR INVESTIGATION,
REMEDIATION, OR OTHER CORRECTIVE ACTION ON OR WITH RESPECT