Common use of Buyer Financing Clause in Contracts

Buyer Financing. The Sellers acknowledge that the Buyer may undertake an equity and/or debt financing (the “Financing”), the proceeds of which may be used to fund all or a portion of the Purchase Price; provided that, the Closing and the Buyer’s obligations under this Agreement shall not be conditioned upon the successful completion of the Financing. The Company and the Seller Representative, on behalf of the Sellers, agree that they shall use their respective commercially reasonable efforts to cooperate with the Buyer’s efforts to complete the Financing, including, if requested by the Buyer: (a) assisting the Buyer’s auditors in preparing audited financial statements for the Company and its Subsidiaries for the year ended December 31, 2013; (b) using commercially reasonable efforts to cause the Company’s independent auditors to deliver customary “comfort letters” in connection with the Financing, which comfort letters shall comply with the requirements of PCAOB AU Section 634 and cover such periods as are addressed by the applicable Financial Statements and are required under Regulation S-X to be included in a registration statement for a Financing registered with the Securities and Exchange Commission, together with negative assurance for any subsequent partial period for which the applicable financial information for the Company and its Subsidiaries is available to the extent such partial period is within 135 days of the date of the latest audited or reviewed financial statements for the Business; and (c) providing such information to the underwriters, initial purchasers, lenders or other parties in any such proposed Financing as may be reasonably requested in connection with such parties’ due diligence investigation of the Company and its Subsidiaries, including permitting the Buyer’s lenders or their agents to conduct an on-site evaluation of the Company and its Subsidiaries. The Buyer shall promptly, upon request by the Company from time to time, reimburse the Company for the reasonable, documented out-of-pocket costs incurred by the Company in connection with such cooperation.

Buyer Financing. The Sellers acknowledge Seller acknowledges that the Buyer may undertake an equity and/or debt financing (the “Financing”), the proceeds of which may be used to fund all or a portion of the Purchase Price; provided that, the Closing and the Buyer’s obligations under this Agreement shall not be conditioned upon the successful completion of the Financing. The Company and the Seller Representative, on behalf of the Sellers, agree agrees that they it shall use their respective its commercially reasonable efforts to cooperate with the Buyer’s efforts to complete secure the FinancingFinancing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Business or Seller or its Subsidiaries), including, if requested by the Buyer: including (a) assisting the Buyer’s auditors in preparing audited financial statements using commercially reasonable efforts to deliver (i) an unaudited balance sheet for the Company Business as of June 30, 2011 and its Subsidiaries the related statement of operations and cash flow for the year six months ended December 31June 30, 2013; 2011 and (ii) the statement of operations and cash flow for the six months ended June 30, 2010 (collectively, the “Interim Financial Statements”), (b) using commercially reasonable efforts to cause the Company’s its independent auditors to deliver customary “comfort letters” in connection with the Financing, which comfort letters shall comply with the requirements of PCAOB AU Section 634 and cover such periods as are addressed by the applicable Business Financial Statements and the Interim Financial Statements and are required under Regulation S-X to be included in a registration statement for a Financing registered with the Securities and Exchange Commission, together with negative assurance for any subsequent partial period for which the applicable financial information for the Company and its Subsidiaries Business is available to the extent such partial period is within 135 days of the date of the latest audited or reviewed financial statements for the Business; , and (c) ), if requested by Buyer, providing such information to the underwriters, initial purchasers, lenders or other financing parties in any such proposed Financing as may be reasonably requested in connection with such parties’ due diligence investigation of the Company and its SubsidiariesBusiness, including permitting the Buyer’s lenders or their agents to conduct an on-site evaluation of the Company Hydrocarbon Inventory of the Business (provided that any such evaluation of the Hydrocarbon Inventory shall not have any effect on, and its Subsidiariesshall not be used in connection with, the determination of the Inventory Value or any other matter that is the subject of Section 2.08). The Buyer shall promptly, upon request by the Company Seller from time to time, reimburse the Company Seller for the reasonable, documented out-of-pocket costs incurred by the Company Seller or any of its Subsidiaries in connection with such cooperationcooperation (including reasonable attorneys’ and accountants’ fees). Notwithstanding anything in this Section 7.11 to the contrary, neither Seller nor any of its Subsidiaries shall (A) be required to incur any cost or expense in connection with the foregoing unless Seller is reasonably satisfied that such amount will be promptly reimbursed by Buyer, (B) have any liability or any obligation under any agreement or document related to the Financing or (C) be required to incur any other liability with respect to the Financing. Buyer shall indemnify and hold harmless Seller and its Subsidiaries, and its and their respective directors, officers, employees, representatives and advisors from and against any and all Damages suffered or incurred by any of them in connection with the Financing and any information utilized in connection therewith, except to the extent that such Damages result from or arise out of the gross negligence or willful misconduct of Seller or its Subsidiaries. Buyer agrees that (i) all non-public or other confidential information provided by Seller or its Subsidiaries or any of their respective representatives to Buyer or its representatives pursuant to this Section 7.11 shall be kept confidential in accordance with and subject to the terms of the Confidentiality Agreement (except to the extent required to be disclosed under applicable securities laws in connection with an offering of securities by Buyer; and in connection therewith Buyer will take such actions as Seller may reasonably request to limit any such disclosure and/or to protect the confidentiality thereof), (ii) Seller shall be permitted a reasonable period (which period will take into account the form and timing of the Financing, and Buyer will keep Seller reasonably informed on a contemporary basis as to such form and timing) to comment on those portions of any prospectus or confidential information memorandum related to the Financing that contain or are based upon any such non-public or other confidential information (and Buyer shall use its reasonable efforts to respond to such comments in a manner reasonably satisfactory to Seller), (iii) Seller shall not be obligated to disclose any information if such disclosure would violate any agreement between Seller or its Subsidiaries and a third party, (iv) Buyer will not unreasonably interfere with the operation of Seller or its Subsidiaries’ business in connection herewith. For the avoidance of doubt, in connection with the Financing, neither Buyer nor any of its potential financing sources may, under any circumstances, conduct or cause to be conducted any sampling or other invasive investigation of the air, soil, soil gas, surface water, groundwater, building materials or other environmental media at any property related to the Seller or its Subsidiaries or the Business, including the Purchased Assets, the Facilities and the Real Property. Notwithstanding anything to the contrary herein, Buyer acknowledges and agrees that (i) the Closing is not conditioned upon consummating any Financing or the receipt by Buyer of any funds necessary to pay the Purchase Price and (ii) the failure of Buyer to consummate any Financing shall not alter or modify Buyer’s obligations to consummate the transactions contemplated hereby (including the Closing).

Buyer Financing. The Sellers acknowledge Seller acknowledges that the Buyer may undertake an equity and/or debt financing (the “Financing”), the proceeds of which may be used to fund all or a portion of the Purchase Price; provided that, the Closing and the Buyer’s obligations under this Agreement shall not be conditioned upon the successful completion of the Financing. The Company and the Seller Representative, on behalf of the Sellers, agree agrees that they it shall use their respective its commercially reasonable efforts to cooperate with the Buyer’s efforts to complete secure the FinancingFinancing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Business or Seller or its Subsidiaries), including, if requested by the Buyer: including (a) assisting the Buyer’s auditors in preparing audited financial statements using commercially reasonable efforts to deliver (i) an unaudited balance sheet for the Company Business as of June 30, 2011 and its Subsidiaries the related statement of operations and cash flow for the year six months ended December 31June 30, 2013; 2011 and (ii) the statement of operations and cash flow for the six months ended June 30, 2010 (collectively, the “Interim Financial Statements”), (b) using commercially reasonable efforts to cause the Company’s its independent auditors to deliver customary “comfort letters” in connection with the Financing, which comfort letters shall comply with the requirements of PCAOB AU Section 634 and cover such periods as are addressed by the applicable Business Financial Statements and the Interim Financial 57 Statements and are required under Regulation S-X to be included in a registration statement for a Financing registered with the Securities and Exchange Commission, together with negative assurance for any subsequent partial period for which the applicable financial information for the Company and its Subsidiaries Business is available to the extent such partial period is within 135 days of the date of the latest audited or reviewed financial statements for the Business; , and (c) ), if requested by Buyer, providing such information to the underwriters, initial purchasers, lenders or other financing parties in any such proposed Financing as may be reasonably requested in connection with such parties’ due diligence investigation of the Company and its SubsidiariesBusiness, including permitting the Buyer’s lenders or their agents to conduct an on-site evaluation of the Company Hydrocarbon Inventory of the Business (provided that any such evaluation of the Hydrocarbon Inventory shall not have any effect on, and its Subsidiariesshall not be used in connection with, the determination of the Inventory Value or any other matter that is the subject of Section 2.08). The Buyer shall promptly, upon request by the Company Seller from time to time, reimburse the Company Seller for the reasonable, documented out-of-pocket costs incurred by the Company Seller or any of its Subsidiaries in connection with such cooperationcooperation (including reasonable attorneys’ and accountants’ fees). Notwithstanding anything in this Section 7.11 to the contrary, neither Seller nor any of its Subsidiaries shall (A) be required to incur any cost or expense in connection with the foregoing unless Seller is reasonably satisfied that such amount will be promptly reimbursed by Buyer, (B) have any liability or any obligation under any agreement or document related to the Financing or (C) be required to incur any other liability with respect to the Financing. Buyer shall indemnify and hold harmless Seller and its Subsidiaries, and its and their respective directors, officers, employees, representatives and advisors from and against any and all Damages suffered or incurred by any of them in connection with the Financing and any information utilized in connection therewith, except to the extent that such Damages result from or arise out of the gross negligence or willful misconduct of Seller or its Subsidiaries. Buyer agrees that (i) all non-public or other confidential information provided by Seller or its Subsidiaries or any of their respective representatives to Buyer or its representatives pursuant to this Section 7.11 shall be kept confidential in accordance with and subject to the terms of the Confidentiality Agreement (except to the extent required to be disclosed under applicable securities laws in connection with an offering of securities by Buyer; and in connection therewith Buyer will take such actions as Seller may reasonably request to limit any such disclosure and/or to protect the confidentiality thereof), (ii) Seller shall be permitted a reasonable period (which period will take into account the form and timing of the Financing, and Buyer will keep Seller reasonably informed on a contemporary basis as to such form and timing) to comment on those portions of any prospectus or confidential information memorandum related to the Financing that contain or are based upon any such non-public or other confidential information (and Buyer shall use its reasonable efforts to respond to such comments in a manner reasonably satisfactory to Seller), (iii) Seller shall not be obligated to disclose any information if such disclosure would violate any agreement between Seller or its Subsidiaries and a third party, (iv) Buyer will not unreasonably interfere with the 58 operation of Seller or its Subsidiaries’ business in connection herewith. For the avoidance of doubt, in connection with the Financing, neither Buyer nor any of its potential financing sources may, under any circumstances, conduct or cause to be conducted any sampling or other invasive investigation of the air, soil, soil gas, surface water, groundwater, building materials or other environmental media at any property related to the Seller or its Subsidiaries or the Business, including the Purchased Assets, the Facilities and the Real Property. Notwithstanding anything to the contrary herein, Buyer acknowledges and agrees that (i) the Closing is not conditioned upon consummating any Financing or the receipt by Buyer of any funds necessary to pay the Purchase Price and (ii) the failure of Buyer to consummate any Financing shall not alter or modify Buyer’s obligations to consummate the transactions contemplated hereby (including the Closing).