Common use of Access to Information; Consultation; Confidentiality Clause in Contracts

Access to Information; Consultation; Confidentiality. (a) From the date hereof until the Closing, the Seller will, and will cause the Company and each of its Subsidiaries to, (i) allow the Purchaser and its officers, employees, counsel, accountants, actuaries, consultants and other authorized representatives ("Representatives") to have full access to the books, records, Contracts, Properties, facilities, accountants, actuaries, consultants, advisors, management and personnel of the Company and its Subsidiaries at all reasonable times, upon reasonable notice and in a manner so as not to interfere with the normal operation of the Company's business, (ii) furnish promptly to the Purchaser and its Representatives all information and documents concerning the Company and its Subsidiaries as the Purchaser or its Representatives may reasonably request and (iii) cause the respective officers, employees and Representatives of the Seller, the Company and their Subsidiaries to cooperate in good faith with the Purchaser and its Representatives in connection with all such access. In addition, the Seller will, and will cause the Company and each of its Subsidiaries to, use reasonable efforts to consult with the Purchaser a reasonable period of time prior to entering into any transaction or arrangement or taking any action that is material, in a manner that will allow the Purchaser a reasonable opportunity to evaluate and present its views to the Seller regarding such transaction, arrangement or action; provided, however, that except as set forth in Section 5.17, the foregoing shall not apply to, and no such consultation shall be required in connection with, any determination by an Insurance Subsidiary to enter into an Insurance Contract or an amendment or renewal of an Insurance Contract; and provided, further, that any consultation which takes place shall not constitute a waiver of, or negate, any of the provisions of this Agreement. No investigation or review by the Purchaser or any of its Representatives shall affect or be deemed to modify any of the representations, warranties, covenants or agreements of the Seller under this Agreement or otherwise; it being understood that, notwithstanding any right of the Purchaser and 40 47 its Representatives to fully investigate the affairs of the Company and its Subsidiaries, and notwithstanding any knowledge of facts determined or determinable by the Purchaser and its Representatives pursuant to any such investigation or right of investigation, the Purchaser has the right to rely fully upon the representations, warranties, covenants and agreements of the Seller contained in this Agreement. (b) Prior to the Closing, the Purchaser and its Representatives shall keep confidential all information and documents provided under this Section 5.2 in accordance with the terms of the Confidentiality Agreement.

Access to Information; Consultation; Confidentiality. (a) From the date hereof until the Closing, the Seller Company will, and the Sellers will cause the Company and each of its Subsidiaries to, (i) allow the Purchaser and its officers, employees, counsel, accountants, actuaries, consultants and other authorized representatives ("Representatives") to have full reasonable access to the books, records, Contracts, Properties, facilities, accountants, actuaries, consultants, advisors, management and personnel of the Company and its Subsidiaries at all reasonable times, upon reasonable notice and in a manner so as not to interfere with the normal operation of the Company's businessSubsidiaries, (ii) furnish promptly to the Purchaser and its Representatives all information and documents concerning the Company and its Subsidiaries as the Company Group has in its possession or control and the Purchaser or its Representatives may reasonably request request, and (iii) cause the respective officers, employees and Representatives of the Seller, the Company and their the Company's Subsidiaries to cooperate in good faith with the Purchaser and its Representatives in connection with all such access. In addition, the Seller will, and will cause the Company and each of its Subsidiaries to, use reasonable efforts to consult with the Purchaser a reasonable period of time prior to entering into any transaction or arrangement or taking any action that is material, in a manner that will allow the Purchaser a reasonable opportunity to evaluate and present its views to the Seller regarding such transaction, arrangement or action; provided, however, that except as set forth in Section 5.17, the foregoing shall not apply to, and no such consultation shall be required in connection with, any determination by an Insurance Subsidiary to enter into an Insurance Contract or an amendment or renewal of an Insurance Contract; and provided, further, that any consultation which takes place shall not constitute a waiver of, or negate, any of the provisions of this Agreement. No investigation or review by the Purchaser or any of its Representatives shall affect or be deemed to modify any of the representations, warranties, covenants or agreements of the Seller Sellers or the Company under this Agreement or otherwise; it being understood that, notwithstanding any right of the Purchaser and 40 47 its Representatives fully to fully investigate the affairs of the Company and its Subsidiaries, and notwithstanding any knowledge of facts determined or determinable by the Purchaser and its Representatives pursuant to any such investigation or right of investigation, the Purchaser has the right to rely fully upon the representations, warranties, covenants and agreements of the Seller Sellers and the Company contained in this Agreement. (b) Prior to the Closing, the Purchaser and its Representatives shall keep confidential all All information and documents provided under this Section 5.2 in accordance with shall be kept confidential by the terms Purchaser and its Representatives, unless any such information or documents (i) is or becomes generally available to the public (other than as a result of a disclosure by the Purchaser or any of its Representatives), (ii) was already known by or available on a non-confidential basis to the Purchaser prior to being furnished by or on behalf of the Confidentiality AgreementSellers, the Company or the Company's Subsidiaries hereunder, or (iii) is or becomes available to the Purchaser from a third party not bound by any contractual obligation to the Sellers, the Company or the Company's Subsidiaries to keep such information confidential. In the event of the termination of this Agreement pursuant to Section 9.1, the Purchaser will, upon the request of the Company, promptly deliver to the Company all written information and documents provided under Section 5.2(a) in the possession of the Purchaser or any of its personnel, including all copies, reproductions, summaries, analyses and extracts thereof or based thereon.

Access to Information; Consultation; Confidentiality. (a) From the date hereof until the Closing, the Seller Each Selling Shareholder will, and will cause the Company and each of its Subsidiaries to, (i) allow the Purchaser Parent and its officers, employees, counsel, accountants, actuaries, consultants and other authorized representatives ("Parent Representatives") to have full reasonable access to the books, records, Contracts, Properties, facilities, accountants, actuaries, consultants, advisors, management and personnel of the Company and its Subsidiaries at all reasonable times, upon reasonable notice and in a manner so as not to interfere with the normal operation of the Company's business, (ii) furnish promptly to the Purchaser Parent and its the Parent Representatives all information and documents concerning the Company and its Subsidiaries as the Purchaser Parent or its the Parent Representatives may reasonably request request, and (iii) cause the respective officers, employees and Representatives representatives of the Seller, the Company and their Subsidiaries its Affiliates to cooperate in good faith with the Purchaser Parent and its the Parent Representatives in connection with all such access. In addition, the Seller each Selling Shareholder will, and will cause the Company and each of its Subsidiaries to, use reasonable efforts to consult with the Purchaser Parent a reasonable period of time prior to entering into any transaction or arrangement or taking any action that which is materialor may be adverse to the Company, in a manner that which will allow the Purchaser Parent a reasonable opportunity to evaluate and present its views to each Selling Shareholder, the Seller Company, and such Persons regarding such transaction, arrangement or action; provided, however, that except as set forth in Section 5.17, the foregoing shall not apply to, and no such consultation shall be required in connection with, any determination by an Insurance Subsidiary to enter into an Insurance Contract or an amendment or renewal of an Insurance Contract; and provided, further, that any consultation which takes place shall not constitute a waiver of, or negate, any of the provisions of this Agreement. No investigation or review by the Purchaser Parent or any of its the Parent Representatives shall affect or be deemed to modify any of the representations, warranties, covenants or agreements of each Selling Shareholder or the Seller Company under this Agreement or otherwise; it being understood that, notwithstanding any right of the Purchaser and 40 47 its Representatives Parent fully to fully investigate the affairs of the Company and its Subsidiaries, and notwithstanding any knowledge of facts determined or determinable by the Purchaser and its Representatives pursuant to any such investigation or right of investigationCompany, the Purchaser has Parent and Merger Sub have the right to rely fully upon the representations, warranties, covenants and agreements of each Selling Shareholder and the Seller Company contained in this Agreement. (b) Prior to the Closing, the Purchaser and its Representatives shall keep confidential all information and documents provided under this Section 5.2 in accordance with the terms of the Confidentiality Agreement.

Access to Information; Consultation; Confidentiality. (a) From the date hereof until of this Agreement to the Closingearlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.1, the Seller Company will, and will cause the Company and each of its Subsidiaries to, (i) allow and, only to the Purchaser extent the Company has any right or ability to cause, use reasonable best efforts to exercise such right or ability to cause PELSA to, provide to Parent and its authorized Representatives (x) upon reasonable notice, reasonable access during normal business hours to the Company’s and Company’s Subsidiaries’ and PELSA’s officers, employees, counselproperties, accountants, actuaries, consultants and other authorized representatives ("Representatives") to have full access to the books, recordsContracts and records (including Tax Returns, ContractsTax correspondence, PropertiesTax work papers, facilitiesTax advice, accountantscorrespondence with taxing authorities (including any assessments of Tax)), actuaries, consultants, advisors, management and personnel of the Company and its Subsidiaries at all reasonable times, upon reasonable notice and in a manner so as not to interfere with the normal operation of the Company's business, (ii) furnish promptly to the Purchaser and its Representatives all information and documents concerning the Company and its Subsidiaries as the Purchaser or its Representatives Parent may reasonably request and (iiiy) cause the respective officers, employees such reasonably available financial and Representatives operating information of the SellerCompany, PELSA and their respective Subsidiaries as Parent may reasonably request. Notwithstanding the foregoing, the Company and their shall not be required to provide access to, or cause its Subsidiaries to cooperate in good faith with the Purchaser and its Representatives in connection with all such access. In addition, the Seller will, and will cause the Company and each of its Subsidiaries provide access to, use reasonable efforts to consult with the Purchaser a reasonable period of time prior to entering into or disclose any transaction information or arrangement or taking any action that is material, in a manner that will allow the Purchaser a reasonable opportunity to evaluate and present its views documents to the Seller regarding extent that such transaction, arrangement or action; provided, however, that except as set forth access would (in Section 5.17, the foregoing shall not apply to, and no such consultation shall be required in connection with, any determination by an Insurance Subsidiary to enter into an Insurance Contract or an amendment or renewal reasonable judgment of an Insurance Contract; and provided, further, that any consultation which takes place shall not the Company) (i) constitute a waiver of, or negate, any of the provisions of this Agreement. No investigation attorney-client, work-product or review other doctrine or privilege held by the Purchaser Company or any of its Representatives shall affect Subsidiaries, (ii) violate any Contract of the Company or be deemed to modify any of the representations, warranties, covenants or agreements its Subsidiaries in effect as of the Seller under this Agreement date hereof with respect to confidentiality or privacy, (iii) materially interfere with the conduct of the business of the Company or any of its Subsidiaries or its or their Affiliates or (iv) violate any Laws relating to the exchange of information or otherwise; it being understood thatprovided, notwithstanding that in the case of clauses (i) and (iv) each party shall use its reasonable best efforts to obtain any right required consents and take such other action (such as the entry into a joint defense agreement or other arrangement to avoid loss of attorney client privilege) to permit such access or disclosure; provided further, that in the Purchaser and 40 47 its Representatives to fully investigate the affairs case of clause (ii) the Company and its Subsidiaries, and notwithstanding any knowledge of facts determined or determinable by shall use reasonable best efforts to obtain a waiver from the Purchaser and its Representatives pursuant counterparty to any such investigation Contract so as to allow the Company to provide access to or right of investigation, furnish the Purchaser has the right to rely fully upon the representations, warranties, covenants and agreements of the Seller contained in this Agreementrelevant information. (b) Prior All information exchanged pursuant to this Section 6.4 shall be subject to the ClosingConfidentiality Agreement and the parties shall comply with, the Purchaser and its shall cause their respective Representatives shall keep confidential all information and documents provided under this Section 5.2 (as defined in accordance with the terms of the Confidentiality Agreement) to comply with, all of their respective obligations thereunder.

Access to Information; Consultation; Confidentiality. (a) From the date hereof until of this Agreement to the Closingearlier of the Final Closing Date or the date, the if any, on which this Agreement is terminated pursuant to Section 8.1, Seller will, and will cause the Company and each of its Subsidiaries HVDH Companies to, (i) allow and, in the Purchaser case of Petrodelta, use reasonable best efforts to provide to Buyer and its authorized Representatives (x) reasonable access during normal business hours in such a manner as not to interfere unreasonably with the operation of any business conducted by any of the Acquired Companies, upon prior written notice to Seller, to their respective officers, employees, counselagents, accountantsRepresentatives, actuariesproperties, consultants and other authorized representatives ("Representatives") to have full access to the books, recordsTax Returns, ContractsTax correspondence, PropertiesTax work papers, facilitiesTax advice, accountantscorrespondence with Taxing Authorities (including any assessments of Tax), actuaries, consultants, advisors, management contracts and personnel of the Company and its Subsidiaries at all reasonable times, upon reasonable notice and in a manner so records as not to interfere with the normal operation of the Company's business, (ii) furnish promptly to the Purchaser and its Representatives all information and documents concerning the Company and its Subsidiaries as the Purchaser or its Representatives Buyer may reasonably request and (iiiy) such financial and operating data of the Acquired Companies as Buyer may reasonably request. Notwithstanding the foregoing, Seller shall not be required to provide access to, or cause HVDH or its Subsidiaries to or, in the respective officerscase of Petrodelta, employees and Representatives use reasonable best efforts to provide access to, or disclose any information or documents which would (in the reasonable judgment of the Seller, the Company and their Subsidiaries to cooperate in good faith with the Purchaser and its Representatives in connection with all such access. In addition, the Seller will, and will cause the Company and each of its Subsidiaries to, use reasonable efforts to consult with the Purchaser a reasonable period of time prior to entering into any transaction or arrangement or taking any action that is material, in a manner that will allow the Purchaser a reasonable opportunity to evaluate and present its views to the Seller regarding such transaction, arrangement or action; provided, however, that except as set forth in Section 5.17, the foregoing shall not apply to, and no such consultation shall be required in connection with, any determination by an Insurance Subsidiary to enter into an Insurance Contract or an amendment or renewal of an Insurance Contract; and provided, further, that any consultation which takes place shall not ) (i) constitute a waiver ofof the attorney-client, attorney work-product or negateother privilege held by HNR, Petrodelta or any of the provisions their respective Subsidiaries, (ii) violate any applicable Laws or (iii) violate any confidentiality obligations of this Agreement. No investigation or review by the Purchaser HVDH or any of its Representatives shall affect Subsidiaries under any existing Acquired Company Material Contract to which HVDH or be deemed to modify any of its Subsidiaries is a party; provided, that each party shall use its reasonable best efforts to obtain any required consents and take such other action (such as the representations, warranties, covenants entry into a joint defense agreement or agreements other arrangement to avoid loss of the Seller under this Agreement attorney client privilege) to permit such access or otherwise; it being understood that, notwithstanding any right of the Purchaser and 40 47 its Representatives to fully investigate the affairs of the Company and its Subsidiaries, and notwithstanding any knowledge of facts determined or determinable by the Purchaser and its Representatives pursuant to any such investigation or right of investigation, the Purchaser has the right to rely fully upon the representations, warranties, covenants and agreements of the Seller contained in this Agreementdisclosure. (b) Prior Without limiting the generality of Seller’s obligations set forth in Section 6.4(a) above, (i) promptly following the date hereof, and in any event no later than five (5) Business Days after the date hereof, Seller shall request (a copy of such request to be provided to Buyer) that Petróleos de Venezuela, S.A. and CVP permit three representatives of Buyer to be present during ordinary business hours at the offices of Petrodelta as observers; provided that such Person’s access to Petrodelta’s offices will be subject to Petrodelta’s worksite safety policies. (ii) promptly following the date hereof, and in any event no later than twenty (20) Business Days after the date hereof, Seller shall provide Buyer with (x) all Tax Returns, material Tax correspondence, material Tax work papers (including any material work papers related to accounting for the uncertainty of taxes under International Accounting Standard No. 12 or the equivalent thereof under applicable accounting standards), (to the Closingextent not inconsistent with Section 6.4(a)(i) above), and correspondence with Taxing Authorities (including any assessments of Tax) relating to the Purchaser HVDH Companies and its Representatives shall keep confidential all information and documents provided under this Section 5.2 in accordance with the terms (y) a schedule of the Confidentiality AgreementTax Representatives of the HVDH Companies with contact information for such Representatives; and (iii) promptly following the request of the Buyer, and in any event no later than ten (10) Business Days following such a request, Seller shall use reasonable best efforts to organize a meeting between Buyer and any Tax Representative of the HVDH Companies. (c) Promptly following receipt thereof, Seller shall provide Buyer with copies of (i) Petrodelta’s weekly operational update and daily production reports and monthly financial reports, (ii) any presentations to Petrodelta’s board of directors and (iii) written communications received by HNR or any of its Subsidiaries from Petrodelta, Petróleos de Venezuela, S.A. , CVP or any other Governmental Authority, in each case as soon as they are available to HNR or any of its Subsidiaries. (d) Seller shall promptly notify Buyer in writing and provide all details Known by it or requested by Buyer or any proposal by or involving Petrodelta: (i) to adopt any budget, work program or operating plan; (ii) to approve an authorization for expenditure in excess of US$500,000.00; (iii) to institute, compromise or settle any court, tribunal or arbitral proceedings having a value or likely value in excess of US$500,000.00; and (iv) to enter into, modify or terminate any Contract that is in excess of US$500,000.00 in value. (e) Seller shall consult with Buyer prior to taking any action or decision or passing any resolution in respect of any of the matters set forth in Section 6.4(d) above or any of the matters set forth in Section 6.1(d) on the basis that all references to “HVDH Companies” shall be construed as references to Petrodelta.

Access to Information; Consultation; Confidentiality. (a) From ---------------------------------------------------- the date hereof until the Closing, the Seller Sellers will, and will cause the Company and each of its the Companies, their Subsidiaries and Northern County to, (i) allow the Purchaser and its officers, employees, counsel, accountants, actuaries, consultants and other authorized representatives ("Representatives") to have full reasonable access to the books, records, Contracts, Properties, facilities, accountants, actuaries, consultants, advisors, management and personnel of the Company Companies, their Subsidiaries and its Subsidiaries at all reasonable times, upon reasonable notice and in a manner so as not to interfere with the normal operation of the Company's businessNorthern County, (ii) furnish promptly to the Purchaser and its Representatives all information and documents concerning the Company Companies, their Subsidiaries and its Subsidiaries Northern County as the Purchaser or its Representatives may reasonably request request, and (iii) cause the respective officers, employees and Representatives of the SellerSellers, the Company and Companies, their Subsidiaries and Northern County to cooperate in good faith with the Purchaser and its Representatives in connection with all such access. In addition, the Seller Sellers will, and will cause the Company and each of its the Companies and their Subsidiaries (including Northern County) to, use reasonable efforts to consult with the Purchaser a reasonable period of time prior to entering into any transaction or arrangement or taking any action that which is materialMaterial, in a manner that which will allow the Purchaser a reasonable opportunity to evaluate and present its views to the Seller Sellers regarding such transaction, arrangement or action; provided, however, action (it being understood that except as set forth in Section 5.17the Sellers, the foregoing Companies and their Subsidiaries shall not apply to, and no such consultation shall be required in connection with, any determination by an Insurance Subsidiary have the sole authority to enter into an Insurance Contract or an amendment or renewal of an Insurance Contract; and provided, further, that any consultation which takes place shall not constitute a waiver of, or negate, any of make all final decisions with respect thereto prior to the provisions of this AgreementClosing). No investigation or review by the Purchaser or any of its Representatives shall affect or be deemed to modify any of the representations, warranties, covenants or agreements of the Seller Sellers under this Agreement or otherwise; it being understood that, notwithstanding any right of the Purchaser and 40 47 its Representatives fully to fully investigate the affairs of the Company Companies and its Subsidiariestheir Subsidiaries (including Northern County), and notwithstanding any knowledge of facts determined or determinable by the Purchaser and its Representatives pursuant to any such investigation or right of investigation, the Purchaser has the right to rely fully upon the representations, warranties, covenants and agreements of the Seller Sellers contained in this Agreement. (b) Prior to the Closing, the Purchaser and its Representatives shall keep confidential all All information and documents provided under this Section 5.2 in accordance with shall be kept confidential by the terms Purchaser and its Representatives, unless any such information or documents (i) is or becomes generally available to the public (other than as a result of a disclosure by the Purchaser or any of its Representatives), (ii) was already known by or available on a non-confidential basis to the Purchaser prior to being furnished by or on behalf of the Confidentiality AgreementSellers, the Companies and their Subsidiaries (including Northern County) hereunder, or (iii) is or becomes available to the Purchaser from a third party not bound by any contractual obligation to the Sellers, the Companies and their Subsidiaries (including Northern County) to keep such information confidential. In the event of the termination of this Agreement pursuant to Section 9.1, the Purchaser will, upon the request of the Sellers, promptly deliver to the Sellers all written information and documents provided under Section 5.2(a) in the possession of the Purchaser or any of its personnel, including all copies, reproductions, summaries, analyses and extracts thereof or based thereon.