Common use of Certain Governmental Approvals Clause in Contracts

Certain Governmental Approvals. Seller shall cooperate with Buyer and Buyer will use all commercially reasonable efforts after Closing to obtain the unconditional approval by the MMS, the BLM and the SMB of the assignments and conveyances of lease(s) attached hereto as Exhibits "B-1", "B-2", "B-4", "B-5", "B-6" and "B-7". In the event Buyer operates or is elected successor operator under the operating agreements applicable to any of the Leases, if applicable, Buyer also obligates itself to make application to the MMS to qualify or continue (if any further qualification is necessary or required by MMS) as operator with respect to the Assets, as well as for a right of use and easement as to the pipeline(s) and platforms included in the Assets. Buyer shall take any actions reasonably required of Buyer by the MMS or any other regulatory agencies or Governmental Body to obtain all requisite regulatory approvals, including but not limited to, the purchase and posting of any and all bonds, supplemental bonds or other securities which may be required of Buyer pursuant to 30 CFR Parts 250 and 256 in excess of any existing lease, pipeline or area-wide bond(s). Until all of the governmental approvals with respect to the assignments described in this Section 17.1 are obtained, however, the following shall occur: 17.1.1 As necessary, Seller shall continue to hold record title to the Assets as nominee for Buyer; 17.1.2 Buyer's indemnity under Section 13.3.1 shall include any and all Claims, costs and expenses of any kind or character relating to such Assets accruing after Closing; 17.1.3 Seller shall act as Buyer's nominee but shall be authorized to act only upon and in accordance with Buyer's specific written instructions, and Seller shall have no authority, responsibility or discretion to perform any tasks or functions with respect to the Assets other than those which are purely administrative or ministerial in nature, unless otherwise specifically requested and authorized by Buyer in writing; and 17.1.4 Buyer shall continue to maintain and provide at its cost the insurance coverages with minimum limits of liability as set forth in Section 10.1.5 of this Agreement.

Certain Governmental Approvals. Seller (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall use its reasonable best efforts (subject to, and in accordance with, Regulatory Law) to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with Buyer the other parties in doing, all things necessary, proper or advisable under applicable Regulatory Laws to consummate and make effective the transactions contemplated by this Agreement, as promptly as practicable. (b) Without limiting the generality of the undertakings pursuant to Section 5.3(a) above: (i) Seller and Buyer will use shall, as promptly as practicable, but in no event later than (x) ten (10) Business Days after the date hereof, file the notification and report form pursuant to the HSR Act and (y) fifteen (15) Business Days after the date hereof, effect all commercially reasonable efforts after Closing other necessary notifications, or registrations to obtain the unconditional approval Required Antitrust Approvals, in each case as required for the transactions contemplated hereby; (ii) Seller and Buyer shall use reasonable best efforts to cooperate with each other in (A) determining whether any filings are required to be made with, or consents, permits, authorizations, waivers or approvals are required to be obtained from, any third parties or other Governmental Authorities under any other applicable Regulatory Law in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and (B) timely making all such filings and timely seeking all such consents, permits, authorizations or approvals; (iii) Seller and Buyer shall use reasonable best efforts to make, as promptly as practicable following the MMSdate hereof, any filings or notifications with the State Department’s Directorate of Defense Trade Controls that are required under ITAR, including applicable notifications contemplated under 22 C.F.R. § 122.4. (iv) Seller and Buyer shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement and promptly furnish the other with copies of notices or other communications (or, in the case of material oral communications, advise the other orally of such communications) between Seller or Buyer and their representatives and counsel, as the case may be, or any of their respective Subsidiaries, and any Governmental Authority with respect to such transactions. Seller and Buyer shall keep each other timely apprised of any inquiries or requests for additional information from any Governmental Authority pursuant to any Regulatory Law, and shall comply promptly with any such reasonable inquiry or request. Seller and Buyer shall permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed written communication to any Governmental Authority. Each of Seller and Buyer agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with the transactions contemplated by this Agreement unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Authority, gives the other party the opportunity to attend and participate. Neither party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement or withdraw its notification and report form pursuant to the HSR Act or any other filing made pursuant to any Regulatory Law unless the other party has given its prior written consent to such extension or delay; and (v) without limiting Section 5.3(b)(iv) above, each of Seller and Buyer, in the event that any permanent or preliminary injunction or other order is entered or becomes reasonably foreseeable to be entered in any proceeding that would make consummation of the acquisition of the FH Shares, the BLM and Acquired FH Assets or the SMB other transactions contemplated hereby in accordance with the terms of this Agreement unlawful or that would prevent or delay consummation of the assignments acquisition of the FH Shares, the Acquired FH Assets or the other transactions contemplated by this Agreement, shall use its reasonable best efforts necessary to vacate, modify or suspend such injunction or order so as to permit such consummation on a schedule as close as possible to that contemplated by this Agreement unless, by mutual agreement, Seller and conveyances of lease(sBuyer decide that litigation is not in their respective best interests. (c) attached hereto as Exhibits "B-1", "B-2", "B-4", "B-5", "B-6" and "B-7". In the event Buyer operates that (i) any Non-Material Antitrust Approval of any Governmental Authority is not obtained on or is elected successor operator under the operating agreements applicable to any of the Leases, if applicable, Buyer also obligates itself to make application prior to the MMS Closing Date or (ii) there exists, at such time as the conditions to qualify the Closing shall have been satisfied or continue waived (if other than those conditions that are satisfied by action taken at the Closing, provided, that such conditions would be so satisfied), any further qualification is necessary or required by MMS) as operator Regulatory Law (except with respect to the AssetsRequired Antitrust Approvals) that makes illegal or enjoins or prevents in any respect the consummation of the transactions contemplated by this Agreement (each of clauses (i) and (ii), as well as for a right “Delayed Antitrust Approval”), then Seller and Buyer shall effect the Closing (including payment of use and easement as the entire Preliminary Purchase Price), subject to the pipeline(s) and platforms included in the Assets. Buyer shall take any actions reasonably required terms of Buyer by the MMS or any other regulatory agencies or Governmental Body to obtain all requisite regulatory approvalsthis Agreement (including, including but not limited to, the purchase and posting of any and all bondsSection 8.1(b)), supplemental bonds or other securities which may be required of Buyer pursuant to 30 CFR Parts 250 and 256 in excess of any existing lease, pipeline or area-wide bond(s). Until all of the governmental approvals with respect to all FH Shares, the assignments described Acquired FH Assets and Assumed Liabilities outside of the jurisdiction of any such Governmental Authority or such Regulatory Law; provided, however, that the obligations of the parties hereto set forth in this Section 17.1 are 5.3 shall continue with respect to each such Delayed Antitrust Approval until such Delayed Antitrust Approval is obtained, howeverand upon receipt of such Delayed Antitrust Approval, the following parties hereto shall occur: 17.1.1 As necessaryeffect the transfer of the affected FH Shares, Acquired FH Assets and Assumed Liabilities in accordance with this Agreement and the applicable Local Purchase Agreement. Each such transfer, upon occurrence, shall be retroactive to and be deemed to have occurred on the Closing Date. Furthermore, as of the Closing Date, Seller and Buyer shall, subject to applicable Law, enter into mutually agreeable alternative business arrangements consistent with the terms of this Agreement or other arrangements which provide Buyer with the net economic benefit or loss (after taking into account any adverse Tax consequences to Seller) of, and liability for, the affected FH Shares, the FH Assets and Assumed Liabilities from and after the Closing Date and continuing until each Delayed Antitrust Approval is obtained. Notwithstanding the foregoing, in the event that any Delayed Antitrust Approval has not been obtained within twenty-four (24) months of the Closing Date, Seller shall continue have the right at any time thereafter, in its sole discretion, to hold record title sell any of the affected FH Shares, the FH Assets or Assumed Liabilities to a third party at a price determined in good faith by Seller to be a commercially reasonable price, and upon consummation of any such sale, (x) Seller shall pay the proceeds of such sale to Buyer (provided that Seller may reduce such payment by an amount equal to its fees and expenses (or an estimate thereof) and any Taxes payable as a result of such sale) and (y) the obligations of the parties pursuant to this Section 5.3(c) (other than pursuant to the Assets as nominee for Buyer; 17.1.2 Buyer's indemnity under Section 13.3.1 shall include any and all Claims, costs and expenses of any kind or character relating to such Assets accruing after Closing; 17.1.3 Seller shall act as Buyer's nominee but shall be authorized to act only upon and in accordance with Buyer's specific written instructions, and Seller shall have no authority, responsibility or discretion to perform any tasks or functions preceding clause (x)) with respect to such FH Shares, the FH Assets or Assumed Liabilities shall cease. (d) None of Buyer or the Subsidiaries of Buyer shall, and shall not cause any Person to, without the prior consent of Seller, acquire (whether via merger, consolidation, stock or asset purchase or otherwise), or enter into any definitive agreement to so acquire, any assets of or any equity in any other than those which are purely administrative Person or ministerial any business or division thereof (excluding, for the avoidance of doubt, any acquisition of any goods or services in naturethe ordinary course of business), unless otherwise specifically requested and authorized that acquisition or agreement would not reasonably be expected to, in any material respect, (x) increase the risk of not obtaining any authorizations, consents, orders, declarations or approvals of any Governmental Authority necessary to consummate the transactions contemplated by Buyer in writingthis Agreement or the expiration or termination of any waiting period under any Regulatory Law; and 17.1.4 Buyer shall continue (y) increase the risk of any Governmental Authority entering an order prohibiting the consummation of the transactions contemplated by this Agreement, or materially increase the risk of not being able to maintain and provide at its cost remove any such order on appeal or otherwise; or (z) delay or prevent the insurance coverages with minimum limits consummation of liability as set forth in Section 10.1.5 of the transactions contemplated by this Agreement. (e) Buyer shall use reasonable best efforts to cause the shares of Buyer Common Stock constituting the Buyer Stock Consideration to be approved for listing on the NYSE, with such listing to be effective as of the Closing, subject only to official notice of issuance.

Certain Governmental Approvals. Seller Buyer shall cooperate with Buyer and Buyer will use all commercially reasonable its best efforts after Closing to obtain the unconditional approval by the MMS, MMS of (i) the BLM Assignments of Record Title to Oil and Gas Lease(s) in the SMB of the assignments and conveyances of lease(s) form attached hereto as Exhibits "B-1", "B-2", "B-4", "B-5", "B-6" Exhibit C; (ii) the Assignments of Oil and "B-7". Gas Lease Operating Rights in the form attached hereto as Exhibit D; and (iii) the Assignments of Rights of Way in the form attached hereto as Exhibit E. In the event Buyer operates or its nominated operator is elected successor operator under the operating agreements applicable to any of the Leases, if applicable, Buyer also obligates itself to make ensure that it or the successor operator makes application to the MMS to qualify or continue (if any further qualification is necessary or required by MMS) as operator with respect to that portion of the Assets, as well as for a right of use and easement as to the pipeline(s) and platforms included in the AssetsAssets it will operate. Buyer shall take any actions reasonably required of Buyer it by the MMS or any other regulatory agencies or Governmental Body to obtain all requisite regulatory approvals, including but not limited to, the purchase and posting of any and all bonds, supplemental bonds or other securities which may be required of Buyer it pursuant to OPA and 30 CFR Parts 250 C.F.R §§ 250.7, 256.58, 256.59, and 256 256.61 in excess of any existing lease, pipeline or area-wide bond(s). Until all of the governmental approvals approval with respect to the assignments an assignment described in this Section 17.1 are 15.18 is obtained, however, the following shall occur: 17.1.1 As necessary, (a) Seller shall continue to hold the operating rights and record title to the applicable Assets as nominee for Buyer; 17.1.2 (b) Buyer's ’s indemnity under Section 13.3.1 13.3 shall include any and all Claimsclaims, costs and expenses of any kind or character relating to such the Assets accruing after Closingthe Effective Time including but not limited to any bonding or regulatory costs incurred by Seller; 17.1.3 (c) Seller shall act as Buyer's ’s nominee with respect to the Assets but shall be authorized to act only upon and in accordance with Buyer's ’s specific written instructions, and Seller shall have no authority, responsibility or discretion to perform any tasks or functions with respect to the Assets other than those which are purely administrative or ministerial in nature, unless otherwise specifically requested and authorized by Buyer in writing; and 17.1.4 (d) Buyer shall continue to maintain and provide at its cost the insurance coverages with minimum limits of liability as set forth in reviewed by Seller under Section 10.1.5 8.7 of this Agreement.. If the MMS does not, within twelve months from the Closing Date, approve all (i) the Assignments of Record Title of the Leases into Buyer, (ii) the Assignments of Oil and Gas Lease Operating Rights into Buyer, and (iii) the Assignments of Rights of Way into Buyer, then:

Certain Governmental Approvals. Seller (a) Subject to the terms and conditions set forth in this Agreement and without limiting Section 7.3(b)(iv) below, each of the parties hereto shall use its reasonable best efforts (subject to, and in accordance with, Regulatory Law) to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with Buyer the other parties in doing, all things necessary, proper or advisable under applicable Regulatory Laws to consummate and Buyer will use make effective the transactions contemplated by this Agreement and the Arrangement Agreement, as promptly as practicable, including (a) the obtaining of all commercially reasonable efforts after Closing necessary actions, waivers, consents and approvals from Governmental Authorities, and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an Action by, any Governmental Authority in connection with any Regulatory Law and (b) the unconditional approval execution and delivery of any additional instruments reasonably requested by the MMSother party hereto necessary to consummate the transactions contemplated by this Agreement. (b) Without limiting the generality of the undertakings pursuant to Section 7.3(a): (i) the parties shall, as promptly as practicable, file the BLM notification and report form pursuant to the HSR Act and make the filings required to obtain all other Required Antitrust Approvals; (ii) the parties shall use reasonable best efforts to cooperate with each other in (A) determining whether any filings are required to be made with, or consents, permits, authorizations, waivers or approvals are required to be obtained from, any Governmental Authorities under any other applicable Regulatory Law in connection with the execution and delivery of this Agreement and the SMB consummation of the assignments transactions contemplated by this Agreement and conveyances (B) timely making all such filings and timely seeking all such consents, permits, authorizations, waivers or approvals; (iii) Delta and JLL Holdco shall keep each other apprised of lease(sthe status of matters relating to the completion of the transactions contemplated by this Agreement and promptly furnish the other with copies of notices or other communications (or, in the case of material oral communications, advise the other orally of such communications) attached hereto between Delta or JLL Holdco and their Representatives and counsel, as Exhibits "B-1"the case may be, "B-2"or any of their respective Affiliates, "B-4", "B-5", "B-6" and "B-7"any Governmental Authority with respect to such transactions. In the event Buyer operates JLL Holdco and Delta shall keep each other timely apprised of any inquiries or is elected successor operator under the operating agreements applicable requests for additional information from any Governmental Authority pursuant to any Regulatory Law in connection with the transactions contemplated by this Agreement, and shall comply promptly with any such reasonable inquiry or request. JLL Holdco and Delta shall permit counsel for the other parties reasonable opportunity to review in advance, and consider in good faith the views of the Leasesother party in connection with, if applicableany proposed written communication to any Governmental Authority in connection with the transactions contemplated by this Agreement. Each of JLL Holdco and Delta agrees not to participate in any substantive meeting or discussion, Buyer also obligates itself to make application either in person or by telephone, with any Governmental Authority in connection with the transactions contemplated by this Agreement unless it consults with the other party in advance and, to the MMS extent not prohibited by such Governmental Authority, gives the other party the opportunity to qualify attend and participate. No party shall consent to any voluntary extension of any statutory deadline or continue waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement or withdraw its notification and report form pursuant to the HSR Act or any other filing made pursuant to any Regulatory Law in connection with the transactions contemplated by this Agreement, unless each other party has given its prior written consent to such extension or delay; and (if iv) without limiting any further qualification is necessary other provision of this Section 7.3, each of the parties hereto shall use its respective reasonable best efforts: (i) to avoid the entry of, or required to have vacated or terminated, any order, writ, injunction, judgment, decree, ruling, settlement or stipulation or other similar requirement enacted, adopted, promulgated or applied by MMSa Governmental Authority that would restrain, prevent, delay, unwind, declare void or unlawful, or otherwise temporarily or permanently prohibit the Closing and the transactions contemplated hereby, including defending through litigation on the merits any claim asserted in any Governmental Authority by any Person; and (ii) as operator to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any Governmental Authority with respect to the Assets, as well as for a right of use Closing and easement as the transactions contemplated hereby. Despite anything to the pipeline(scontrary contained in this Section 7.3, the covenants of the parties contained in this Section 7.3 shall not require the parties to make or agree to any undertaking, agreement, remedy or action that would have a substantial negative financial impact on, or impose a substantial negative financial burden on, Newco or its Affiliates or the Transferred DPP Companies or their Subsidiaries or the value thereof, in each case, relative to the fair market value of the JLL Contribution and the Delta Contribution. Nothing in this Section 7.3 shall be construed as requiring Delta (or any of its Retained Subsidiaries or their respective Affiliates or direct or indirect equity holders) and platforms to (A) sell, divest, hold separate, license, cause a third party to acquire, or otherwise dispose of or agree to do any of the foregoing with respect to any Retained Subsidiary, Excluded Business or Asset (other than the DPP Assets) or (B) conduct the Excluded Businesses in a specified manner or modify, amend or terminate any commercial, governance, liquidity or other arrangement to which it is a party that is not included in the Assets. Buyer shall take any actions reasonably required of Buyer by DPP Assets or agree to conduct the MMS Excluded Businesses in a specified manner or any other regulatory agencies modify, amend or Governmental Body to obtain all requisite regulatory approvalsterminate such commercial, including but not limited togovernance, the purchase and posting of any and all bonds, supplemental bonds liquidity or other securities which may be required of Buyer pursuant to 30 CFR Parts 250 and 256 arrangement that is not included in excess of any existing lease, pipeline or area-wide bond(s). Until all of the governmental approvals with respect to the assignments described in this Section 17.1 are obtained, however, the following shall occur: 17.1.1 As necessary, Seller shall continue to hold record title to the Assets as nominee for Buyer; 17.1.2 Buyer's indemnity under Section 13.3.1 shall include any and all Claims, costs and expenses of any kind or character relating to such Assets accruing after Closing; 17.1.3 Seller shall act as Buyer's nominee but shall be authorized to act only upon and in accordance with Buyer's specific written instructions, and Seller shall have no authority, responsibility or discretion to perform any tasks or functions with respect to the Assets other than those which are purely administrative or ministerial in nature, unless otherwise specifically requested and authorized by Buyer in writing; and 17.1.4 Buyer shall continue to maintain and provide at its cost the insurance coverages with minimum limits of liability as set forth in Section 10.1.5 of this AgreementDPP Assets.

Certain Governmental Approvals. Seller (a) Subject to the terms and conditions set forth in this Agreement and without limiting Section 6.3(b)(iv) below, each of the parties hereto shall use its reasonable best efforts (subject to, and in accordance with, Regulatory Law) to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with Buyer the other parties in doing, all things necessary, proper or advisable under applicable Regulatory Laws to consummate and Buyer will use make effective the transactions contemplated by this Agreement, as promptly as practicable, including (a) the obtaining of all commercially reasonable efforts after Closing necessary actions, waivers, consents and approvals from Governmental Authorities, and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an Action by, any Governmental Authority in connection with any Regulatory Law, (b) the unconditional approval by defending of any Actions, whether judicial or administrative, brought under, pursuant to or relating to any Regulatory Law challenging this Agreement or the MMS, the BLM and the SMB consummation of the assignments and conveyances of lease(stransactions contemplated by this Agreement, (c) attached hereto as Exhibits "B-1", "B-2", "B-4", "B-5", "B-6" and "B-7". In the event Buyer operates or is elected successor operator under the operating agreements applicable to any of the Leases, if applicable, Buyer also obligates itself to make application to the MMS to qualify or continue (if any further qualification is necessary or required by MMS) as operator compliance with all legal requirements that may be imposed on it with respect to this Agreement or the Assetstransactions contemplated hereby and (d) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement. (b) Without limiting the generality of the undertakings pursuant to Section 6.3(a): (i) CECity and Buyer shall, on August 3, 2015, file the notification and report form pursuant to the HSR Act as required for the transactions contemplated hereby, and request early termination of such filing; (ii) CECity and Buyer shall use reasonable best efforts to cooperate with each other in (A) determining whether any filings are required to be made with, or consents, permits, authorizations, waivers or approvals are required to be obtained from, any third parties or other Governmental Authorities under any other applicable Regulatory Law in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and (B) timely making all such filings and timely seeking all such consents, permits, authorizations or approvals; (iii) CECity and Buyer shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement and, to the extent permitted by Law, promptly furnish the other with copies of notices or other communications (or, in the case of material oral communications, advise the other orally of such communications) between CECity or Buyer and their respective Representatives and counsel, as well as the case may be, or any of their respective Subsidiaries, and any Governmental Authority with respect to such transactions. CECity and Buyer shall keep each other timely apprised of any inquiries or requests for a right of use additional information from any Governmental Authority pursuant to any Regulatory Law, and easement as shall comply promptly with any such reasonable inquiry or request. CECity and Buyer shall, to the pipeline(sextent permitted by Law, permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed written communication to any Governmental Authority. Each of CECity and Buyer agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with the transactions contemplated by this Agreement unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Authority, gives the other party the opportunity to attend and participate. Neither party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement or withdraw its notification and report form pursuant to the HSR Act or any other filing made pursuant to any Regulatory Law unless the other party has given its prior written consent to such extension or delay, which consent shall not be unreasonably withheld, conditioned or delayed; (iv) and platforms included in the Assets. Buyer shall take or cause to be taken any actions and all action reasonably required of Buyer by the MMS or any other regulatory agencies or Governmental Body to obtain all requisite regulatory approvalsnecessary, including but not limited to (A) selling or otherwise disposing of, or holding separate and agreeing to sell or otherwise dispose of, assets, categories of assets or businesses of the Buyer or its Subsidiaries; (B) terminating existing relationships, contractual rights or obligations of the Buyer or its Subsidiaries; (C) terminating any venture or other arrangement; (D) creating any relationship, contractual rights or obligations of the Buyer or its Subsidiaries or (E) effectuating any other change or restructuring of the Buyer or its subsidiaries (and, in each case, to enter into agreements or stipulate to the entry of an order or decree or file appropriate applications with any Governmental Authority in connection with any of the foregoing) (each a “Divestiture Action”) to ensure that no Governmental Authority enters any order, decision, judgment, decree, ruling, injunction (preliminary or permanent), or establishes any law, rule, regulation or other action preliminarily or permanently restraining, enjoining or prohibiting the consummation of the transactions contemplated by this Agreement, or to ensure that no Governmental Authority with the authority to clear, authorize or otherwise approve the consummation of the transactions contemplated by this Agreement, fails to do so by the Outside Date. In the event that any action is threatened or instituted challenging the transactions contemplated by this Agreement as violative of any antitrust Law, Buyer shall take all action reasonably necessary, including but not limited to any Divestiture Action to avoid or resolve such action. In furtherance of the foregoing, Buyer shall, and shall cause its Affiliates to, keep CECity fully informed of all matters, discussions and activities relating to any of the purchase matters described in or contemplated by clauses (A) through (E) of this Section 6.3(b)(iv); and (v) without limiting Section 6.3(b)(iv), each of CECity and posting of Buyer (and Buyer shall cause its Affiliates to), in the event that any and all bonds, supplemental bonds permanent or preliminary injunction or other securities which may order is entered or becomes reasonably foreseeable to be required of Buyer pursuant to 30 CFR Parts 250 and 256 entered in excess of any existing lease, pipeline or area-wide bond(s). Until all proceeding that would make consummation of the governmental approvals with respect to acquisition of the assignments described in this Section 17.1 are obtained, however, Shares or the following shall occur: 17.1.1 As necessary, Seller shall continue to hold record title to the Assets as nominee for Buyer; 17.1.2 Buyer's indemnity under Section 13.3.1 shall include any and all Claims, costs and expenses of any kind or character relating to such Assets accruing after Closing; 17.1.3 Seller shall act as Buyer's nominee but shall be authorized to act only upon and other transactions contemplated hereby in accordance with Buyer's specific written instructionsthe terms of this Agreement unlawful or that would prevent or delay consummation of the acquisition of the Shares or the other transactions contemplated by this Agreement, shall use its reasonable best efforts necessary to avoid, vacate, modify or suspend such injunction or order so as to permit such consummation by no later than the Outside Date. (c) During the period from the date of this Agreement until the Closing Date, except as required by this Agreement, Buyer and its Affiliates, on the one hand, and Seller CECity, the Shareholders, the Shareholders’ Representative and their Affiliates, on the other hand, shall have no authoritynot, responsibility without the prior written consent of CECity or discretion Buyer, respectively, engage in any action or enter into any transaction or permit any action to perform be taken or transaction to be entered into, which would reasonably be likely to prevent or materially delay the consummation by Buyer of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, none of Buyer or its Affiliates shall, and shall not cause any tasks Person to, acquire (whether via merger, consolidation, stock or functions with respect asset purchase or otherwise), or agree to the Assets so acquire, any assets of or any equity in any other than those which are purely administrative Person or ministerial in natureany business or division thereof, unless otherwise specifically requested and authorized that acquisition or agreement would not reasonably be likely to (x) materially increase the risk of not obtaining any authorizations, consents, orders, declarations or approvals of any Governmental Authority necessary to consummate the transactions contemplated by Buyer in writingthis Agreement or the expiration or termination of any waiting period under any Regulatory Law; and 17.1.4 Buyer shall continue (y) materially increase the risk of any Governmental Authority entering an order prohibiting the consummation of the transactions contemplated by this Agreement, or materially increase the risk of not being able to maintain and provide at its cost remove any such order on appeal or otherwise; or (z) delay or prevent the insurance coverages with minimum limits consummation of liability as set forth in Section 10.1.5 of the transactions contemplated by this Agreement.

Certain Governmental Approvals. Seller Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall use its reasonable best efforts (subject to, and in accordance with, Regulatory Law) to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with Buyer the other parties in doing, all things necessary, proper or advisable under applicable Regulatory Laws to consummate and make effective the transactions contemplated by this Agreement, as promptly as practicable. (b) Without limiting the generality of the undertakings pursuant to Section 5.3(a) above: (i) Seller and Buyer will use shall, as promptly as practicable, but in no event later than (x) ten (10) Business Days after the date hereof, file the notification and report form pursuant to the HSR Act and (y) fifteen (15) Business Days after the date hereof, effect all commercially reasonable efforts after Closing other necessary notifications, or registrations to obtain the unconditional approval by Required Antitrust Approvals, in each case as required for the MMStransactions contemplated hereby; (ii) Seller and Buyer shall use reasonable best efforts to cooperate with each other in (A) determining whether any filings are required to be made with, or consents, permits, authorizations, waivers or approvals are required to be obtained from, any third parties or other Governmental Authorities under any other applicable Regulatory Law in connection with the BLM execution and delivery of this Agreement and the SMB consummation of the assignments transactions contemplated by this Agreement and conveyances of lease(s(B) attached hereto as Exhibits "B-1"timely making all such filings and timely seeking all such consents, "B-2"permits, "B-4", "B-5", "B-6" authorizations or approvals; (iii) Seller and "B-7". In the event Buyer operates or is elected successor operator under the operating agreements applicable shall use reasonable best efforts to any of the Leases, if applicable, Buyer also obligates itself to make application to the MMS to qualify or continue (if any further qualification is necessary or required by MMS) as operator with respect to the Assetsmake, as well promptly as for a right practicable following the date hereof, any filings or notifications with the State Department’s Directorate of use and easement as to the pipeline(s) and platforms included in the Assets. Buyer shall take any actions reasonably Defense Trade Controls that are required of Buyer by the MMS or any other regulatory agencies or Governmental Body to obtain all requisite regulatory approvalsunder ITAR, including but not limited to, the purchase and posting of any and all bonds, supplemental bonds or other securities which may be required of Buyer pursuant to 30 CFR Parts 250 and 256 in excess of any existing lease, pipeline or area-wide bond(s). Until all of the governmental approvals with respect to the assignments described in this Section 17.1 are obtained, however, the following shall occur: 17.1.1 As necessary, Seller shall continue to hold record title to the Assets as nominee for Buyer; 17.1.2 Buyer's indemnity applicable notifications contemplated under Section 13.3.1 shall include any and all Claims, costs and expenses of any kind or character relating to such Assets accruing after Closing; 17.1.3 Seller shall act as Buyer's nominee but shall be authorized to act only upon and in accordance with Buyer's specific written instructions, and Seller shall have no authority, responsibility or discretion to perform any tasks or functions with respect to the Assets other than those which are purely administrative or ministerial in nature, unless otherwise specifically requested and authorized by Buyer in writing; and 17.1.4 Buyer shall continue to maintain and provide at its cost the insurance coverages with minimum limits of liability as set forth in Section 10.1.5 of this Agreement22 C.F.R. § 122.4.

Certain Governmental Approvals. Seller (a) Subject to Section 5.3(b)(iv) and (b)(v) below, each of the parties hereto shall use its reasonable best efforts (subject to, and in accordance with, Regulatory Law) to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Regulatory Laws to consummate and make effective the transactions contemplated by this Agreement, as promptly as practicable, including (i) the obtaining of all necessary actions, waivers, consents and approvals from Governmental Authorities, and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an Action by, any Governmental Authority in connection with any Regulatory Law, (ii) the defending of any Actions, whether judicial or administrative, brought under, pursuant to or relating to any Regulatory Law challenging this Agreement or the consummation of the transactions contemplated by this Agreement, (iii) the compliance with all legal requirements that may be imposed on it with respect to this Agreement or the transactions contemplated hereby and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement. (b) Without limiting the generality of the undertakings pursuant to Section 5.3(a) above: (i) APD and Buyer shall, as promptly as practicable, file the notification and report form pursuant to the HSR Act and effect all other necessary notifications, or registrations to obtain the Required Governmental Approvals, in each case as required for the transactions contemplated hereby and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other filings required in connection with any other Required Governmental Approvals or Regulatory Law; (ii) APD and Buyer shall use reasonable best efforts to cooperate with each other in (A) determining whether any filings are required to be made with, or consents, permits, authorizations, waivers or approvals are required to be obtained from, any third parties or other Governmental Authorities under any other applicable Regulatory Law in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and (B) timely making all such filings and timely seeking all such consents, permits, authorizations or approvals; (iii) Buyer shall be entitled to direct the antitrust defense of the transactions contemplated by this Agreement in any investigation or litigation or negotiations with any Governmental Authority or any other Person related to the regulatory filings, provided that Buyer shall consult with and consider in good faith the views of APD. APD and Buyer shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement and promptly furnish the other with copies of notices or other communications (or, in the case of material oral communications, advise the other orally of such communications) between APD or Buyer and their representatives and counsel, as the case may be, or any of their respective Subsidiaries, and any Governmental Authority with respect to such transactions. APD and Buyer shall keep each other timely apprised of any inquiries or requests for additional information from any Governmental Authority pursuant to any Regulatory Law, and shall comply promptly with any such reasonable inquiry or request. APD and Buyer shall permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed written communication to any Governmental Authority. Each of APD and Buyer agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with the transactions contemplated by this Agreement unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Authority, gives the other party the opportunity to attend and participate. Neither party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement or withdraw its notification and report form pursuant to the HSR Act or any other filing made pursuant to any Regulatory Law unless the other party has given its prior written consent to such extension or delay, such consent not to be unreasonably conditioned, withheld or delayed; (iv) With respect to the assets, businesses, operations and product lines described in Section 5.3(b)(iv) of the Seller’s Disclosure Schedule Buyer shall, at Buyer’s sole cost, use its best efforts to take, or cause to be taken, any and all actions and to do, or cause to be done, any and all things necessary, proper or advisable to avoid, eliminate and resolve each and every impediment and obtain all Required Governmental Approvals in connection with the consummation of the transactions contemplated by this Agreement, as promptly as practicable. In furtherance of the foregoing, Buyer shall use its best efforts to proffer to, and shall, use its best efforts to (A) sell or otherwise dispose of, or hold separate and agree to sell or otherwise dispose of specific assets or categories of assets or businesses of the Transferred PMD Companies or any of Buyer’s other assets or businesses now owned or presently or hereafter sought to be acquired by Buyer (including pursuant to this Agreement); (B) terminate any existing relationships and contractual rights and obligations; (C) amend or terminate such existing licenses or other intellectual property agreements and to enter into such new licenses or other intellectual property agreements; (D) take any and all actions and make any and all behavioral commitments, whether or not they limit or modify Buyer’s or the Transferred PMD Companies’ rights of ownership in, or ability to conduct the business of, one or more of its operations, divisions, businesses, product lines, customers or assets, including, after the Closing, the PMD Business or any of the PMD Assets; and (E) enter into agreements, including with the relevant Governmental Authority, giving effect to the foregoing clauses (A) through (D), in each case as promptly as possible (but in any event at least five (5) Business Days prior to the Outside Date) after it is determined that such action is necessary to obtain approval for consummation of the transactions contemplated by this Agreement by any Governmental Authority. For purposes of this Section 5.3(b)(iv), “best efforts” shall include taking each of the actions set forth in the foregoing clauses (A) through (E) above within Buyer’s control, including selling or otherwise disposing of assets or categories of assets or businesses at any price, on any terms and to any buyer, if necessary to obtain approval for the consummation of the transactions contemplated by this Agreement by any Governmental Authority. Notwithstanding the foregoing, Buyer shall not be required to take any such action under this paragraph (iv) the effectiveness of which would not be conditioned upon and subject to Closing; (v) With respect to any assets, businesses, operations or product lines of APD or Buyer other than those described in paragraph (iv) above, Buyer shall, at Buyer’s sole cost, take, or cause to be taken, any and all actions and do, or cause to be done, any and all things necessary, proper or advisable to avoid, eliminate and resolve each and every impediment and obtain all Required Governmental Approvals in connection with the consummation of the transactions contemplated by this Agreement, as promptly as practicable; provided, that nothing in this Section 5.3(b)(v) shall require Buyer to sell or divest any assets, businesses or product lines that would result in a Regulatory MAE. In furtherance of the foregoing, Buyer shall proffer to, and shall, (A) sell or otherwise dispose of, or hold separate and agree to sell or otherwise dispose of specific assets or categories of assets or businesses of the Transferred PMD Companies or any of Buyer’s other assets or businesses now owned or presently or hereafter sought to be acquired by Buyer (including pursuant to this Agreement); (B) terminate any existing relationships and contractual rights and obligations; (C) amend or terminate such existing licenses or other intellectual property agreements and to enter into such new licenses or other intellectual property agreements; (D) take any and all actions and make any and all behavioral commitments, whether or not they limit or modify Buyer’s or the Transferred PMD Companies’ rights of ownership in, or ability to conduct the business of, one or more of its operations, divisions, businesses, product lines, customers or assets, including, after the Closing, the PMD Business or any of the PMD Assets; and (E) enter into agreements, including with the relevant Governmental Authority, giving effect to the foregoing clauses (A) through (D), in each case as promptly as possible (but in any event at least five (5) Business Days prior to the Outside Date) after it is determined that such action is necessary to obtain approval for consummation of the transactions contemplated by this Agreement by any Governmental Authority; provided, however, that Buyer shall not be required to take any such action the effectiveness of which would not be conditioned upon and subject to Closing; (vi) APD will not in connection with obtaining Required Governmental Approvals take or agree to take any action identified in the immediately preceding Section 5.3(a), without the prior written consent of Buyer, and if so requested by Buyer will use all commercially reasonable best efforts after Closing to obtain the unconditional approval by the MMSeffectuate any license, the BLM and the SMB divestiture, disposition, hold separate, or any other action of the assignments and conveyances of lease(s) attached hereto as Exhibits "B-1", "B-2", "B-4", "B-5", "B-6" and "B-7". In the event Buyer operates or is elected successor operator under the operating agreements applicable to any of the LeasesPMD Assets or the PMD Businesses necessary to obtain Required Governmental Approvals; provided, if applicablethat, such action is conditioned on the consummation of the transactions contemplated by this Agreement; and (vii) without limiting Section 5.3(b)(iv), each of APD and Buyer, in the event that any permanent or preliminary injunction or other order is entered or becomes reasonably foreseeable to be entered in any proceeding that would make consummation of the acquisition of the PMD Shares or the other transactions contemplated hereby in accordance with the terms of this Agreement unlawful or that would prevent or delay consummation of the acquisition of the PMD Shares or the other transactions contemplated by this Agreement, shall use its reasonable best efforts necessary to vacate, modify or suspend such injunction or order so as to permit such consummation on a schedule as close as possible to that contemplated by this Agreement unless, by mutual agreement, APD and Buyer decide that litigation is not in their respective best interests. (c) During the period from the date of this Agreement until the Closing Date, except as required by this Agreement, Buyer also obligates itself and its Affiliates shall not, without the prior written consent of APD, engage in any action or enter into any transaction or permit any action to make application be taken or transaction to be entered into, that would, individually or in the MMS aggregate, reasonably be expected to qualify have a Buyer Material Adverse Effect. Without limiting the generality of the foregoing, none of Buyer, the Subsidiaries of Buyer, or continue their respective Affiliates shall, and shall not cause any Person to, acquire (whether via merger, consolidation, stock or asset purchase or otherwise), or agree to so acquire, any assets of or any equity in any other Person or any business or division thereof, unless that acquisition or agreement would not reasonably be expected to (i) increase the risk of not obtaining, or cause a delay in obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Authority necessary to consummate the transactions contemplated by this Agreement or the expiration or termination of any waiting period under any Regulatory Law; (ii) increase the risk of any Governmental Authority entering an order prohibiting the consummation of the transactions contemplated by this Agreement, or materially increase the risk of not being able to remove any such order on appeal or otherwise; or (iii) delay or prevent the consummation of the transactions contemplated by this Agreement. (d) Buyer will pay APD a termination fee of $190,000,000 in immediately available funds within two (2) Business Days following the termination of this Agreement if any further qualification is necessary or required terminated: (i) by MMSAPD pursuant to Section 8.1(c) as operator with respect to the AssetsRegulatory Laws, (ii) by APD pursuant to Section 8.1(e) as a result of Buyer’s material breach of this Section 5.3 or (iii) by APD or Buyer pursuant to Section 8.1(b) if, as well of the Outside Date, the condition in Section 7.1(a) (if the failure to satisfy such condition is as a result of a Regulatory Law) or Section 7.1(b) had not been satisfied. For the avoidance of doubt, the termination fee shall be APD’s exclusive remedy for a right of use and easement as to the pipeline(s) and platforms included in the Assets. Buyer shall take any actions reasonably required of Buyer by the MMS or any other regulatory agencies or Governmental Body Buyer’s failure to obtain all requisite regulatory approvals, including but not limited to, the purchase and posting of any and all bonds, supplemental bonds or other securities which may be required of Required Governmental Approvals if Buyer pursuant to 30 CFR Parts 250 and 256 in excess of any existing lease, pipeline or area-wide bond(s). Until all of the governmental approvals has complied with respect to the assignments described in its obligations under this Section 17.1 are obtained, however, the following shall occur: 17.1.1 As necessary, Seller shall continue to hold record title to the Assets as nominee for Buyer; 17.1.2 Buyer's indemnity under Section 13.3.1 shall include any and all Claims, costs and expenses of any kind or character relating to such Assets accruing after Closing; 17.1.3 Seller shall act as Buyer's nominee but shall be authorized to act only upon and in accordance with Buyer's specific written instructions, and Seller shall have no authority, responsibility or discretion to perform any tasks or functions with respect to the Assets other than those which are purely administrative or ministerial in nature, unless otherwise specifically requested and authorized by Buyer in writing; and 17.1.4 Buyer shall continue to maintain and provide at its cost the insurance coverages with minimum limits of liability as set forth in Section 10.1.5 of this Agreement5.3.

Certain Governmental Approvals. Seller (a) Subject to the terms and conditions set forth in this Agreement and including Section 5.1(b)(vi) below, Fermat and Descartes shall cooperate use their respective reasonable best efforts (subject to, and in accordance with, Antitrust Laws) to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable Antitrust Law to consummate and make effective in the most expeditious manner possible the Acquisitions and the other transactions contemplated by this Agreement, including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Acquisitions and the other transactions contemplated by this Agreement, (ii) subject to Section 5.1(b)(vi), taking all actions necessary to obtain (and cooperating with Buyer each other in obtaining) any Approval of any third party, including any Governmental Entity (which actions shall include furnishing all information as may be required in connection with Approvals under Antitrust Laws) required to be obtained or made by Fermat or Descartes or any of their respective Subsidiaries in connection with the Acquisitions or the other transactions contemplated by this Agreement, and Buyer (iii) subject to Section 5.1(b)(vi), the execution and delivery of any additional instruments necessary to consummate the Acquisitions and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement. (b) Without limiting the generality of the undertaking pursuant to Section 5.1(a) above: (i) Fermat and Descartes shall each keep the other apprised of the status of matters relating to the completion of the Acquisitions and the other transactions contemplated by this Agreement and work cooperatively in connection with obtaining all required Ag Regulatory Approvals and H&N Regulatory Approvals. In that regard, subject to the Non-Disclosure Agreement and Section 5.4, each party shall promptly consult with the other party to this Agreement to provide any necessary information with respect to (and, in the case of correspondence, provide the other party (or their counsel) copies of) all filings made by such party with any Governmental Entity or any other information supplied by such party to, or correspondence with, a Governmental Entity in connection with this Agreement, the Acquisitions and the other transactions contemplated by this Agreement. Subject to the Non-Disclosure Agreement and Section 5.4 of this Agreement, each party shall promptly inform the other party, and if in writing, furnish the other party with copies 1414958.12A-NYCSR03A - MSW of (or, in the case of oral communications, advise the other party orally and in writing of) any communication from or with any Governmental Entity regarding the Acquisitions and the other transactions contemplated by this Agreement, and permit the other party to review and discuss in advance, and consider in good faith the views of the other party in connection with, any proposed communication (whether written or oral) with any such Governmental Entity. If either party or any Representative of such party receives a request for additional information or documentary material from any Governmental Entity with respect to either of the Acquisitions or the other transactions contemplated by this Agreement, then such party will use its reasonable best efforts to make, or cause to be made, promptly and after consultation with the other party, an appropriate response in compliance with such request. Neither party hereto nor its Representatives shall participate in any substantive meeting or discussion with any Governmental Entity or representative thereof in connection with this Agreement, either of the Acquisitions or any of the other transactions contemplated by this Agreement (or make oral submissions at meetings or in telephone or other conversations) unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Entity, gives the other party the opportunity to attend and participate thereat. Subject to the Non-Disclosure Agreement and Section 5.4, each party shall furnish the other party with copies of all commercially correspondence, filings and communications (and memoranda setting forth the substance thereof) between it and any such Governmental Entity with respect to this Agreement, either of the Acquisitions or any of the other transactions contemplated by this Agreement, and furnish the other party with such necessary information and reasonable efforts assistance as the other party may reasonably request in connection with its preparation of filings or submissions of information to any such Governmental Entity. Fermat and Descartes may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 5.1 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient unless express permission is obtained in advance from the source of the materials (Fermat or Descartes, as the case may be); provided that materials provided pursuant to this Section 5.1(b) may be redacted (i) to remove references concerning the valuation of or future plans for the Ag Business or the H&N Business, as applicable, (ii) as necessary to comply with contractual obligations, and (iii) as necessary to address reasonable privilege concerns. (ii) Fermat and Descartes shall, as promptly as practicable, but in no event later than (A) fifteen (15) Business Days after Closing the date hereof, file the notification and report form pursuant to the HSR Act and (B) as promptly as reasonably practicable (and in any event within twenty (20) Business Days) after the date hereof, submit all other notifications (in final form or, where applicable, draft form) or registrations to obtain the unconditional approval Ag Regulatory Approvals and H&N Regulatory Approvals, in each case as required for the transactions contemplated hereby; 1414958.12A-NYCSR03A - MSW (iii) Fermat and Descartes shall use reasonable best efforts to cooperate with each other in (A) determining whether any filings are required to be made with, or consents, permits, authorizations, waivers or approvals are required to be obtained from, any third parties or other Governmental Entities under any other applicable Antitrust Law in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement (including any post-Closing filings) and (B) timely making all such filings and timely seeking all such consents, permits, authorizations or approvals; (iv) Each of Fermat and Descartes shall use their respective reasonable best efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the MMSAg Acquisition, the BLM and the SMB H&N Acquisition, or any of the assignments and conveyances of lease(s) attached hereto as Exhibits "B-1", "B-2", "B-4", "B-5", "B-6" and "B-7"other transactions contemplated by this Agreement under any Antitrust Laws. In connection therewith, if any Proceeding, audit, review, inquiry, examination, or investigation (“Action”) is instituted (or threatened to be instituted) challenging any of the transactions contemplated by this Agreement as violative of any Antitrust Laws, each of Fermat and Descartes shall cooperate and use their respective reasonable best efforts to vigorously contest and resist any such Action, and to have vacated, lifted, reversed, or overturned any Judgment whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the Ag Acquisition, the H&N Acquisition, or any of the other transactions contemplated by this Agreement, including by vigorously pursuing all available avenues of administrative and judicial appeal. (v) Fermat shall, at Fermat’s sole cost, use its reasonable best efforts to take, or cause to be taken, any and all actions and do, or cause to be done, any and all things necessary, proper or advisable to avoid, eliminate and resolve each and every impediment and obtain all Ag Regulatory Approvals in connection with the consummation of the Ag Acquisition, as promptly as practicable, and all H&N Regulatory Approvals in connection with the consummation of the H&N Acquisition, as promptly as practicable. Notwithstanding the foregoing, Fermat shall proffer to, and shall, and shall cause its Subsidiaries to, (A) sell or otherwise dispose of, or hold separate and agree to sell or otherwise dispose of specific assets or categories of assets or businesses constituting the Acquired Ag Assets or any other assets or businesses now owned or presently or hereafter sought to be acquired by Fermat or its Subsidiaries; (B) terminate any existing relationships and contractual rights and obligations; (C) amend or terminate such existing licenses or other intellectual property agreements and enter into such new licenses or other intellectual property agreements (and, in each case, enter into agreements with the relevant Governmental Entity giving effect thereto); (D) take any and all actions and make any and all behavioral commitments, whether or not they limit or modify Fermat’s or its Subsidiaries’ rights of ownership in, or ability to conduct the business of, one or more of its or their operations, divisions, businesses, product lines, customers or assets, including, after the Closing, the Ag Business or any of the Acquired Ag Assets; and (E) enter into agreements, including with the relevant Governmental Entity, giving effect to the foregoing clauses (A) through (D), in each case as promptly as practicable (but in any event Buyer operates or prior to the Outside Date) 1414958.12A-NYCSR03A - MSW after it is elected successor operator under determined that such action is necessary to obtain approval for consummation of the operating agreements applicable transactions contemplated by this Agreement by any Governmental Entity. In furtherance of the foregoing, Fermat shall, and shall cause its Subsidiaries to, keep Descartes fully informed of all matters, discussions and activities relating to any of the Leasesmatters described in or contemplated by clauses (A) through (E) of this Section 5.1(b)(v); (vi) Without limiting Section 5.1(b)(v) in any respect, if applicable, Buyer also obligates itself to make application subject to the MMS proviso in the next succeeding sentence, Descartes shall, at Descartes’s sole cost, use its reasonable best efforts to qualify take, or continue cause to be taken, any and all actions and do, or cause to be done, any and all things necessary, proper or advisable to avoid, eliminate and resolve each and every impediment and obtain all H&N Regulatory Approvals in connection with the consummation of the H&N Acquisition, as promptly as practicable, and all Ag Regulatory Approvals in connection with the consummation of the Ag Acquisition, as promptly as practicable. In furtherance of the foregoing, Descartes shall proffer to, and shall, and shall cause its Subsidiaries to, (if A) sell or otherwise dispose of, or hold separate and agree to sell or otherwise dispose of specific assets or categories of assets or businesses constituting the Acquired H&N Assets or any further qualification other assets or businesses now owned or presently or hereafter sought to be acquired by Descartes or its Subsidiaries; (B) terminate any existing relationships and contractual rights and obligations; (C) amend or terminate such existing licenses or other intellectual property agreements and enter into such new licenses or other intellectual property agreements (and, in each case, enter into agreements with the relevant Governmental Entity giving effect thereto); (D) take any and all actions and make any and all behavioral commitments, whether or not they limit or modify Descartes’s or its Subsidiaries’ rights of ownership in, or ability to conduct the business of, one or more of its or their operations, divisions, businesses, product lines, customers or assets, including, after the Closing, the H&N Business or any of the Acquired H&N Assets; and (E) enter into agreements, including with the relevant Governmental Entity, giving effect to the foregoing clauses (A) through (D), in each case as promptly as practicable (but in any event prior to the Outside Date) after it is determined that such action is necessary to obtain approval for consummation of the transactions contemplated by this Agreement by any Governmental Entity (the actions described in clauses (A) through (E), collectively, the (“H&N Divestiture Actions”); provided, however, that in no event shall Descartes or any of its Subsidiaries be required by MMS) as operator to take any H&N Divestiture Action if such H&N Divestiture Action, taken together with all other H&N Divestiture Actions undertaken with respect to the Assets, as well as for a right of use matters contemplated by this Section 5.1(b)(vi) (and easement as to the pipeline(s) and platforms included in the Assets. Buyer shall take any actions reasonably required of Buyer by the MMS or any other regulatory agencies or Governmental Body to obtain all requisite regulatory approvals, including but not limited to, the purchase and posting of any and all bonds, supplemental bonds or other securities which may be required of Buyer pursuant to 30 CFR Parts 250 and 256 in excess of any existing lease, pipeline or area-wide bond(s). Until all of the governmental approvals undertaken with respect to the assignments Ag Acquisition or in connection with obtaining any Ag Regulatory Approvals) would reasonably be likely to result in the one-year loss of revenues to Descartes, DowDuPont Inc., their respective Subsidiaries or the H&N Business (as measured by annual revenues in the fiscal year ended December 31, 2016) in excess of $350 million in the aggregate (such a result, a (“Substantial Detriment”). In furtherance of the foregoing, Descartes shall, and shall cause its Subsidiaries to, keep Fermat fully informed of all matters, 1414958.12A-NYCSR03A - MSW discussions and activities relating to any of the matters described in or contemplated by clauses (A) through (E) of this Section 17.1 are obtained, however, the following shall occur: 17.1.1 As necessary, Seller shall continue to hold record title to the Assets as nominee for Buyer; 17.1.2 Buyer's indemnity under Section 13.3.1 shall include any and all Claims, costs and expenses of any kind or character relating to such Assets accruing after Closing; 17.1.3 Seller shall act as Buyer's nominee but shall be authorized to act only upon and in accordance with Buyer's specific written instructions, and Seller shall have no authority, responsibility or discretion to perform any tasks or functions with respect to the Assets other than those which are purely administrative or ministerial in nature, unless otherwise specifically requested and authorized by Buyer in writing; and 17.1.4 Buyer shall continue to maintain and provide at its cost the insurance coverages with minimum limits of liability as set forth in Section 10.1.5 of this Agreement5.1(b)(vi).

Certain Governmental Approvals. Seller Buyer shall cooperate with Buyer and Buyer will use all its commercially reasonable efforts after Closing to obtain the unconditional approval by the MMS, MMS of (i) the BLM Assignments of Record Title to Oil and Gas Lease(s) (Offshore) in the SMB of the assignments and conveyances of lease(s) form attached hereto as Exhibits Exhibit "B-1E", ; (ii) the Assignments of Oil and Gas Lease Operating Rights (Offshore) in the form attached hereto as Exhibit "B-2F", ; and (iii) the Assignments of Rights of Way (Offshore) in the form attached hereto as Exhibit "B-4", "B-5", "B-6" and "B-7H". In the event Buyer operates or its nominated operator is elected successor operator under the operating agreements applicable to any of the Leases, if applicable, Buyer also obligates itself to make ensure that it or the successor operator makes application to the MMS to qualify or continue (if any further qualification is necessary or required by MMS) as operator with respect to that portion of the Assets, as well as for a right of use and easement as to the pipeline(s) and platforms included in the AssetsAssets it will operate. Buyer shall take any actions reasonably required of Buyer it by the MMS or any other regulatory agencies or Governmental Body to obtain all requisite regulatory approvals, including but not limited to, the purchase and posting of any and all bonds, supplemental bonds or other securities which may be required of Buyer it pursuant to OPA and 30 CFR Parts 250 C.F.R Sections 250.7, 256.58, 256.59, and 256 256.61 in excess of any existing lease, pipeline or area-wide bond(s). Until all of the governmental approvals approval with respect to the assignments an assignment described in this Section 17.1 are is obtained, however, the following shall occur: 17.1.1 As necessary, Seller (a) Sellers shall continue to hold the operating rights and record title to the applicable Assets as nominee for Buyer; 17.1.2 (b) Buyer's indemnity under Section 13.3.1 13.3 shall include any and all Claimsclaims, costs and expenses of any kind or character relating to such Assets accruing after Closingthe Effective Time including but not limited to any bonding or regulatory costs incurred by Sellers; 17.1.3 Seller (c) Sellers shall act as Buyer's nominee with respect to such Assets but shall be authorized to act only upon and in accordance with Buyer's specific written instructions, and Seller Sellers shall have no authority, responsibility or discretion to perform any tasks or functions with respect to the Assets other than those which are purely administrative or ministerial in nature, unless otherwise specifically requested and authorized by Buyer in writing; and 17.1.4 (d) Buyer shall continue to maintain and provide at its cost the insurance coverages with minimum limits of liability as set forth in Section 10.1.5 10.1(f) and (g) of this Agreement.. If the MMS does not, within nine (9) months from the Closing Date, approve all (i) the Assignments of Record Title of the Leases (Offshore) into Buyer, (ii) the Assignments of Oil and Gas Lease Operating Rights (Offshore) into Buyer, and (iii) the Assignments of Rights of Way (Offshore) into Buyer, then:

Certain Governmental Approvals. Seller (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall use its reasonable best efforts (subject to, and in accordance with, Regulatory Law) to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with Buyer the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate and Buyer will use make effective the transactions contemplated by this Agreement, as promptly as practicable (whether before or after the Closing Date), including (a) the obtaining of all commercially reasonable efforts necessary actions, waivers, consents, assignments and approvals from Governmental Authorities, and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an Action by, any Governmental Authority, (b) the obtaining of all necessary consents, approvals or waivers from third parties required to be obtained by ASD or Buyers, or their respective Subsidiaries in connection with the transactions contemplated by this Agreement, (c) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement and (d) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement. (b) Subject to the terms and conditions in this Agreement and without limiting the foregoing: (i) ASD and Buyers shall, as promptly as practicable, but in no event later than (x) fifteen (15) Business Days after Closing the date hereof file the notification and report form pursuant to the HSR Act and (y) thirty (30) Business Days after the date hereof effect all other necessary notifications, or registrations to obtain the unconditional approval by Required Antitrust Approvals, in each case as required for the MMStransactions contemplated hereby; (ii) ASD and Buyers shall use reasonable best efforts to cooperate with each other in (A) determining whether any filings are required to be made with, or consents, permits, authorizations, waivers or approvals are required to be obtained from, any third parties or other Governmental Authorities under any other applicable Regulatory Law in connection with the BLM execution and delivery of this Agreement and the SMB consummation of the assignments transactions contemplated by this Agreement and conveyances (B) timely making all such filings and timely seeking all such consents, permits, authorizations or approvals; (iii) ASD and Buyers shall keep each other apprised of lease(s) attached hereto the status of matters relating to the completion of the transactions contemplated by this Agreement and promptly furnish the other with copies of notices or other communications between ASD or the Buyers and their representatives and counsel, as Exhibits "B-1"the case may be, "B-2"or any of their respective Subsidiaries, "B-4", "B-5", "B-6" and "B-7"any third party and/or any Governmental Authority with respect to such transactions. In Each of ASD and Buyers shall use its reasonable best efforts to take such action as may be required to cause the event Buyer operates or is elected successor operator expiration of the waiting periods under the operating agreements applicable Regulatory Laws with respect to such transactions as promptly as possible after the execution of this Agreement. ASD and Buyers shall keep each other timely apprised of any inquiries or requests for additional information from any Governmental Authority pursuant to any Regulatory Law, and shall comply promptly with any such reasonable inquiry or request. ASD and Buyers shall permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the Leasesother party in connection with, if applicableany proposed written communication to any Governmental Authority. Each of ASD and the Buyers agree not to participate in any substantive meeting or discussion, Buyer also obligates itself to make application either in person or by telephone, with any Governmental Authority in connection with the transactions contemplated by this Agreement unless it consults with the other party in advance and, to the MMS extent not prohibited by such Governmental Authority, gives the other party the opportunity to qualify attend and participate; (iv) Buyers shall proffer to, (i) sell or continue otherwise dispose of, or hold separate and agree to sell or otherwise dispose of specific assets or categories of assets or businesses of the B&K Companies, any of their Subsidiaries and the Purchased Assets or any of Buyers’ other assets or businesses now owned or presently or hereafter sought to be acquired by Buyers; (if ii) terminate any further qualification is necessary existing relationships and contractual rights and obligations of the B&K Business; and (iii) amend or required by MMS) as operator terminate such existing licenses or other intellectual property agreements of the B&K Business and to enter into such new licenses or other intellectual property agreements (and, in each case, to enter into agreements with the relevant Governmental Authority giving effect thereto), in each case with respect to the Assetsforegoing clauses (i), as well as (ii) or (iii) if such action (1) is necessary to obtain approval for consummation of the transactions contemplated by this Agreement by any Governmental Authority under Regulatory Law and (2) would not, individually or in the aggregate, have a right Material Adverse Effect on Buyers and their Subsidiaries (after giving effect to the sale of the B&K Business to the Buyers pursuant to this Agreement); (v) Subject to Section 7.3(b)(iv), each of ASD and Buyers, in the event that any permanent or preliminary injunction or other order is entered or becomes reasonably foreseeable to be entered in any proceeding that would make consummation of the acquisition of the B&K Companies Stock or the Purchased Assets or the other transactions contemplated hereby in accordance with the terms of this Agreement unlawful or that would prevent or delay consummation of the acquisition of the B&K Companies Stock or the Purchased Assets or the other transactions contemplated by this Agreement, shall use and easement its reasonable best efforts necessary to vacate, modify or suspend such injunction or order so as to permit such consummation on a schedule as close as possible to that contemplated by this Agreement unless, by mutual agreement, ASD and Buyers decide that litigation is not in their respective best interests. (c) In the pipeline(s) event that any Non Material Antitrust Approval is not obtained on or prior to the Closing Date, or there exists any Regulatory Law that makes illegal or enjoins or prevents in any respect the consummation of the transactions contemplated by this Agreement except with respect of the Required Antitrust Approvals, then ASD and platforms included in Buyers shall effect the Assets. Buyer shall take any actions reasonably required Closing (including payment of Buyer by the MMS or any other regulatory agencies or Governmental Body entire Preliminary Purchase Price), subject to obtain all requisite regulatory approvalsthe terms of this Agreement (including, including but not limited to, the purchase and posting of any and all bondsSection 8.1(a)), supplemental bonds or other securities which may be required of Buyer pursuant to 30 CFR Parts 250 and 256 in excess of any existing lease, pipeline or area-wide bond(s). Until all of the governmental approvals with respect to all B&K Companies Stock, Purchased Assets and Assumed Liabilities outside of the assignments described jurisdiction of any such Governmental Authority or such Regulatory Law; provided, however, that the obligations of the parties hereto set forth in this Section 17.1 are obtained7.3 shall continue with respect to any such compliance with Law, howeverapproval or action until such compliance with Law, approval or action is obtained or taken, as the case may be, and upon the occurrence of such compliance with Law, approval or action, the following parties hereto shall occur: 17.1.1 As necessaryeffect the transfer of the affected B&K Company, Seller shall continue to hold record title to the Purchased Assets as nominee for Buyer; 17.1.2 Buyer's indemnity under Section 13.3.1 shall include any and all Claims, costs and expenses of any kind or character relating to such Assets accruing after Closing; 17.1.3 Seller shall act as Buyer's nominee but shall be authorized to act only upon and Assumed Liabilities in accordance with Buyer's specific this Agreement and the applicable Local Purchase Agreement. Each such transfer, upon occurrence, shall be retroactive to and be deemed to have occurred on the Closing Date. Furthermore, as of the Closing Date, ASD and Buyers shall, subject to applicable Law, enter into mutually agreeable alternative business arrangements consistent with the terms of this Agreement or other arrangements which provide Buyers with the net economic benefit or loss of the affected B&K Companies Stock, Purchased Assets and Assumed Liabilities from and after the Closing Date and continuing until any such approval or action is obtained or taken. (d) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing, except as required by this Agreement, Buyers and its European Affiliates shall not, without the prior written instructionsconsent of ASD, engage in any action or enter into any transaction or permit any action to be taken or transaction to be entered into, that would have a Buyer Material Adverse Effect. Without limiting the generality of the foregoing, none of Buyers, or the Subsidiaries of the Buyers or their respective European Affiliates shall, and Seller shall have no authoritynot cause any Person to, responsibility acquire (whether via merger, consolidation, stock or discretion asset purchase or otherwise), or agree to perform so acquire, any tasks material amounts of assets of or functions with respect to the Assets any equity in any other than those which are purely administrative Person or ministerial in natureany business or division thereof, unless otherwise specifically requested and authorized that acquisition or agreement would not reasonably be expected to (i) materially increase the risk of not obtaining any authorizations, consents, orders, declarations or approvals of any Governmental Authority necessary to consummate the transactions contemplated by Buyer in writingthis Agreement or the expiration or termination of any waiting period under any Regulatory Law; and 17.1.4 Buyer shall continue to maintain and provide at its cost or (ii) materially increase the insurance coverages with minimum limits risk of liability as set forth in Section 10.1.5 any Governmental Authority entering an order prohibiting the consummation of the transactions contemplated by this Agreement, or materially increase the risk of not being able to remove any such order on appeal or otherwise.

Certain Governmental Approvals. Seller (a) Subject to the terms and conditions set forth in this Agreement and without limiting Section 5.3(b)(iv) below, each of the parties hereto shall use its reasonable best efforts (subject to, and in accordance with, Regulatory Law) to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Regulatory Laws to consummate and make effective the transactions contemplated by this Agreement, as promptly as practicable, including (a) the obtaining of all necessary actions, waivers, consents and approvals from Governmental Authorities, and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an Action by, any Governmental Authority in connection with any Regulatory Law, (b) the defending of any Actions, whether judicial or administrative, brought under, pursuant to or relating to any Regulatory Law challenging this Agreement or the consummation of the transactions contemplated by this Agreement, (c) the compliance with all legal requirements that may be imposed on it with respect to this Agreement or the transactions contemplated hereby and (d) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement. (b) Without limiting the generality of the undertakings pursuant to Section 5.3(a): (i) TDY and Buyer shall, as promptly as practicable, but in no event later than (x) fifteen (15) Business Days after the date hereof, file the notification and report form pursuant to the HSR Act and (y) twenty (20) Business Days after the date hereof, effect all other necessary notifications, or registrations pursuant to any applicable Regulatory Law, including to obtain the Required Antitrust Approvals, in each case as required for the transactions contemplated hereby; (ii) TDY and Buyer shall use reasonable best efforts to cooperate with each other in (A) determining whether any filings are required to be made with, or consents, permits, authorizations, waivers or approvals are required to be obtained from, any third parties or other Governmental Authorities under any other applicable Regulatory Law (other than the HSR Act, which is the subject of Section 5.3(b)(i)) in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and (B) timely making all such filings and timely seeking all such consents, permits, authorizations or approvals; (iii) TDY and Buyer shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement and, to the extent permitted by Law, promptly furnish the other with copies of notices or other communications (or, in the case of material oral communications, advise the other of such communications (orally or otherwise)) between TDY or Buyer and their Representatives, as the case may be, or any of their respective Subsidiaries, and any Governmental Authority with respect to such transactions. TDY and Buyer shall keep each other timely apprised of any inquiries or requests for additional information from any Governmental Authority pursuant to any Regulatory Law, and shall comply promptly with any such reasonable inquiry or request. TDY and Buyer shall, to the extent permitted by Law, permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed written communication to any Governmental Authority relating to the completion of the transactions contemplated by this Agreement. TDY and Buyer each agree, to the extent possible, to consult with the other party in advance of, and, to the extent not prohibited by such Governmental Authority, to give the other party the opportunity to attend and to participate in any meeting, telephone conference or other oral communication with any Governmental Authority relating to the transactions contemplated by this Agreement. Neither party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement or withdraw its notification and report form pursuant to the HSR Act or any other filing made pursuant to any Regulatory Law unless the other party has given its prior written consent to such extension or delay; (iv) Buyer shall, at Buyer's sole cost, take, or cause to be taken, any and all actions and do, or cause to be done, any and all things necessary, proper or advisable to avoid, eliminate and resolve each and every impediment and obtain all Required Antitrust Approvals in connection with the consummation of the transactions contemplated by this Agreement, as promptly as practicable (but in any event at least five (5) Business Days prior to the Outside Date). The actions required by the preceding sentence will be limited as follows: Buyer shall not be required to, and shall not be required to cause its Affiliates to, (A) sell or otherwise dispose of, or hold separate and agree to sell or otherwise dispose of any assets or businesses now owned or presently sought to be acquired pursuant to the transaction contemplated hereby by Buyer or its Affiliates consisting of assets valued in excess of $60,000,000, individually or in the aggregate; (B) terminate any existing relationship, contractual right or obligation related to any assets or businesses now owned or presently sought to be acquired pursuant to the transaction contemplated hereby by Buyer or its Affiliates with a value in excess of $60,000,000 over the life of such relationship, contractual right or obligation, individually or in the aggregate; or (C) enter into agreements, including with the relevant Governmental Authority, giving effect to the foregoing clauses (A) or (B). Buyer shall, and shall cause its Affiliates to, keep TDY fully informed of all matters, discussions and activities relating to any of the matters described in or contemplated by clauses (A) through (C) of this Section 5.3(b)(iv); and (v) without limiting Section 5.3(b)(iv), each of TDY and Buyer (and each shall cause its Affiliates to), in the event that any permanent or preliminary injunction or other order is entered or becomes reasonably foreseeable to be entered in any proceeding that would make consummation of the acquisition of the Tungsten Materials Assets or the other transactions contemplated hereby in accordance with the terms of this Agreement unlawful or that would prevent or delay consummation of the acquisition of the Tungsten Materials Assets or the other transactions contemplated by this Agreement, shall use its reasonable best efforts necessary to avoid, vacate, modify or suspend such injunction or order so as to permit such consummation on a schedule as close as possible to that contemplated by this Agreement unless, by mutual agreement, TDY and Buyer decide that action is not in their respective best interests. (c) In the event that (i) any Non-Material Antitrust Approval of any Governmental Authority is not obtained on or prior to the Closing Date or (ii) there exists, at such time as the conditions to the Closing shall have been satisfied or waived (other than those conditions that are satisfied by action taken at the Closing, provided that such conditions would be so satisfied), any Regulatory Law (except with respect to the Required Antitrust Approvals) that makes illegal or enjoins or prevents in any respect the consummation of the transactions contemplated by this Agreement (each of clauses (i) and (ii), a "Delayed Antitrust Approval"), then TDY and Buyer shall effect the Closing (including payment of the entire Preliminary Purchase Price), subject to the terms of this Agreement (including, but not limited to, Section 7.1(b)), with respect to the Tungsten Materials Assets and Assumed Liabilities outside of the jurisdiction of any such Governmental Authority or such Regulatory Law; provided, however, that the obligations of the parties hereto set forth in this Section 5.3(c) shall continue with respect to each such Delayed Antitrust Approval until such Delayed Antitrust Approval is obtained, and upon receipt of such Delayed Antitrust Approval, the parties hereto shall effect the transfer of the affected Tungsten Materials Assets and Assumed Liabilities in accordance with this Agreement. Each such transfer, upon occurrence, shall be retroactive to and be deemed to have occurred on the Closing Date. Furthermore, as of the Closing Date, TDY and Buyer shall, subject to applicable Law, enter into mutually agreeable alternative business arrangements consistent with the terms of this Agreement or other arrangements which provide Buyer with the net economic benefit or loss (after taking into account any adverse Tax consequences to TDY or ATI) of, and liability for, the affected Tungsten Materials Assets and Assumed Liabilities from and after the Closing Date and continuing until each Delayed Antitrust Approval is obtained. Notwithstanding the foregoing, in the event that any Delayed Antitrust Approval has not been obtained within twenty-four (24) months of the Closing Date, TDY shall have the right at any time thereafter, in its sole discretion, to sell any of the affected Tungsten Materials Assets, the Shares or Assumed Liabilities to a third party at a price determined in good faith by TDY to be a commercially reasonable price, and upon consummation of any such sale, (x) TDY shall pay the proceeds of such sale to Buyer (provided that TDY may reduce such payment by an amount equal to its fees and expenses (or an estimate thereof) and any incremental Taxes payable as a result of such sale) and (y) the obligations of the parties pursuant to this Section 5.3(c) (other than pursuant to the preceding clause (x)) with respect to such Tungsten Materials Assets or Assumed Liabilities shall cease. (d) During the period from the date of this Agreement until the Closing Date (or such later date on which all transfers of the Tungsten Materials Business and Tungsten Materials Assets contemplated by Section 5.18 have been completed), except as required by this Agreement, Buyer and its Affiliates shall not, without the prior written consent of TDY, engage in any action or enter into any transaction or permit any action to be taken or transaction to be entered into, that would reasonably be expected to have a Buyer Material Adverse Effect. Without limiting the generality of the foregoing, none of Buyer or its Affiliates shall, and shall not cause any Person to, acquire (whether via merger, consolidation, stock or asset purchase or otherwise), or agree to so acquire, any assets of or any equity in any other Person or any business or division thereof, unless that acquisition or agreement would not reasonably be expected to materially (x) increase the risk of not obtaining any authorizations, consents, orders, declarations or approvals of any Governmental Authority necessary to consummate the transactions contemplated by this Agreement or the expiration or termination of any waiting period under any Regulatory Law; (y) increase the risk of any Governmental Authority entering an order prohibiting the consummation of the transactions contemplated by this Agreement, or materially increase the risk of not being able to remove any such order on appeal or otherwise; or (z) delay or prevent the consummation of the transactions contemplated by this Agreement. (e) Subject to the terms and conditions set forth in this Agreement, Buyer shall, and shall cause its Affiliates to, use reasonable best efforts to obtain all Permits, if any, relating to any Export Control and Import Laws necessary for Buyer and its Affiliates, as applicable, to operate the Tungsten Materials Business in their respective names, as the case may be, and TDY shall cooperate with Buyer and Buyer will use all commercially reasonable its Affiliates in their efforts after Closing to obtain the unconditional approval by the MMS, the BLM and the SMB of the assignments and conveyances of lease(s) attached hereto as Exhibits "B-1", "B-2", "B-4", "B-5", "B-6" and "B-7". In the event Buyer operates or is elected successor operator under the operating agreements applicable to any of the Leases, if applicable, Buyer also obligates itself to make application to the MMS to qualify or continue (if any further qualification is necessary or required by MMS) as operator with respect to the Assets, as well as for a right of use and easement as to the pipeline(s) and platforms included in the Assets. Buyer shall take any actions reasonably required of Buyer by the MMS or any other regulatory agencies or Governmental Body to obtain all requisite regulatory approvals, including but not limited to, the purchase and posting of any and all bonds, supplemental bonds or other securities which may be required of Buyer pursuant to 30 CFR Parts 250 and 256 in excess of any existing lease, pipeline or area-wide bond(s). Until all of the governmental approvals with respect to the assignments described in this Section 17.1 are obtained, however, the following shall occur: 17.1.1 As necessary, Seller shall continue to hold record title to the Assets as nominee for Buyer; 17.1.2 Buyer's indemnity under Section 13.3.1 shall include any and all Claims, costs and expenses of any kind or character relating to such Assets accruing after Closing; 17.1.3 Seller shall act as Buyer's nominee but shall be authorized to act only upon and in accordance with Buyer's specific written instructions, and Seller shall have no authority, responsibility or discretion to perform any tasks or functions with respect to the Assets other than those which are purely administrative or ministerial in nature, unless otherwise specifically requested and authorized by Buyer in writing; and 17.1.4 Buyer shall continue to maintain and provide at its cost the insurance coverages with minimum limits of liability as set forth in Section 10.1.5 of this AgreementPermits.

Certain Governmental Approvals. Seller (a) Subject to the terms and conditions set forth in this Agreement and without limiting Section 5.3(b)(iv) below, each of the parties hereto shall use its reasonable best efforts (subject to, and in accordance with, Regulatory Law) to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Regulatory Laws to consummate and make effective the transactions contemplated by this Agreement, as promptly as practicable, including (a) the obtaining of all necessary actions, waivers, consents and approvals from Governmental Authorities, and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an Action by, any Governmental Authority in connection with any Regulatory Law, (b) the defending of any Actions, whether judicial or administrative, brought under, pursuant to or relating to any Regulatory Law challenging this Agreement or the consummation of the transactions contemplated by this Agreement, (c) the compliance with all legal requirements that may be imposed on it with respect to this Agreement or the transactions contemplated hereby and (d) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement. (b) Without limiting the generality of the undertakings pursuant to Section 5.3(a): (i) TDY and Buyer shall, as promptly as practicable, but in no event later than (x) fifteen (15) Business Days after the date hereof, file the notification and report form pursuant to the HSR Act and (y) twenty (20) Business Days after the date hereof, effect all other necessary notifications, or registrations pursuant to any applicable Regulatory Law, including to obtain the Required Antitrust Approvals, in each case as required for the transactions contemplated hereby; (ii) TDY and Buyer shall use reasonable best efforts to cooperate with each other in (A) determining whether any filings are required to be made with, or consents, permits, authorizations, waivers or approvals are required to be obtained from, any third parties or other Governmental Authorities under any other applicable Regulatory Law (other than the HSR Act, which is the subject of Section 5.3(b)(i)) in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and (B) timely making all such filings and timely seeking all such consents, permits, authorizations or approvals; (iii) TDY and Buyer shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement and, to the extent permitted by Law, promptly furnish the other with copies of notices or other communications (or, in the case of material oral communications, advise the other of such communications (orally or otherwise)) between TDY or Buyer and their Representatives, as the case may be, or any of their respective Subsidiaries, and any Governmental Authority with respect to such transactions. TDY and Buyer shall keep each other timely apprised of any inquiries or requests for additional information from any Governmental Authority pursuant to any Regulatory Law, and shall comply promptly with any such reasonable inquiry or request. TDY and Buyer shall, to the extent permitted by Law, permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed written communication to any Governmental Authority relating to the completion of the transactions contemplated by this Agreement. TDY and Buyer each agree, to the extent possible, to consult with the other party in advance of, and, to the extent not prohibited by such Governmental Authority, to give the other party the opportunity to attend and to participate in any meeting, telephone conference or other oral communication with any Governmental Authority relating to the transactions contemplated by this Agreement. Neither party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement or withdraw its notification and report form pursuant to the HSR Act or any other filing made pursuant to any Regulatory Law unless the other party has given its prior written consent to such extension or delay; (iv) Buyer shall, at Buyer’s sole cost, take, or cause to be taken, any and all actions and do, or cause to be done, any and all things necessary, proper or advisable to avoid, eliminate and resolve each and every impediment and obtain all Required Antitrust Approvals in connection with the consummation of the transactions contemplated by this Agreement, as promptly as practicable (but in any event at least five (5) Business Days prior to the Outside Date). The actions required by the preceding sentence will be limited as follows: Buyer shall not be required to, and shall not be required to cause its Affiliates to, (A) sell or otherwise dispose of, or hold separate and agree to sell or otherwise dispose of any assets or businesses now owned or presently sought to be acquired pursuant to the transaction contemplated hereby by Buyer or its Affiliates consisting of assets valued in excess of $60,000,000, individually or in the aggregate; (B) terminate any existing relationship, contractual right or obligation related to any assets or businesses now owned or presently sought to be acquired pursuant to the transaction contemplated hereby by Buyer or its Affiliates with a value in excess of $60,000,000 over the life of such relationship, contractual right or obligation, individually or in the aggregate; or (C) enter into agreements, including with the relevant Governmental Authority, giving effect to the foregoing clauses (A) or (B). Buyer shall, and shall cause its Affiliates to, keep TDY fully informed of all matters, discussions and activities relating to any of the matters described in or contemplated by clauses (A) through (C) of this Section 5.3(b)(iv); and (v) without limiting Section 5.3(b)(iv), each of TDY and Buyer (and each shall cause its Affiliates to), in the event that any permanent or preliminary injunction or other order is entered or becomes reasonably foreseeable to be entered in any proceeding that would make consummation of the acquisition of the Tungsten Materials Assets or the other transactions contemplated hereby in accordance with the terms of this Agreement unlawful or that would prevent or delay consummation of the acquisition of the Tungsten Materials Assets or the other transactions contemplated by this Agreement, shall use its reasonable best efforts necessary to avoid, vacate, modify or suspend such injunction or order so as to permit such consummation on a schedule as close as possible to that contemplated by this Agreement unless, by mutual agreement, TDY and Buyer decide that action is not in their respective best interests. (c) In the event that (i) any Non-Material Antitrust Approval of any Governmental Authority is not obtained on or prior to the Closing Date or (ii) there exists, at such time as the conditions to the Closing shall have been satisfied or waived (other than those conditions that are satisfied by action taken at the Closing, provided that such conditions would be so satisfied), any Regulatory Law (except with respect to the Required Antitrust Approvals) that makes illegal or enjoins or prevents in any respect the consummation of the transactions contemplated by this Agreement (each of clauses (i) and (ii), a “Delayed Antitrust Approval”), then TDY and Buyer shall effect the Closing (including payment of the entire Preliminary Purchase Price), subject to the terms of this Agreement (including, but not limited to, Section 7.1(b)), with respect to the Tungsten Materials Assets and Assumed Liabilities outside of the jurisdiction of any such Governmental Authority or such Regulatory Law; provided, however, that the obligations of the parties hereto set forth in this Section 5.3(c) shall continue with respect to each such Delayed Antitrust Approval until such Delayed Antitrust Approval is obtained, and upon receipt of such Delayed Antitrust Approval, the parties hereto shall effect the transfer of the affected Tungsten Materials Assets and Assumed Liabilities in accordance with this Agreement. Each such transfer, upon occurrence, shall be retroactive to and be deemed to have occurred on the Closing Date. Furthermore, as of the Closing Date, TDY and Buyer shall, subject to applicable Law, enter into mutually agreeable alternative business arrangements consistent with the terms of this Agreement or other arrangements which provide Buyer with the net economic benefit or loss (after taking into account any adverse Tax consequences to TDY or ATI) of, and liability for, the affected Tungsten Materials Assets and Assumed Liabilities from and after the Closing Date and continuing until each Delayed Antitrust Approval is obtained. Notwithstanding the foregoing, in the event that any Delayed Antitrust Approval has not been obtained within twenty-four (24) months of the Closing Date, TDY shall have the right at any time thereafter, in its sole discretion, to sell any of the affected Tungsten Materials Assets, the Shares or Assumed Liabilities to a third party at a price determined in good faith by TDY to be a commercially reasonable price, and upon consummation of any such sale, (x) TDY shall pay the proceeds of such sale to Buyer (provided that TDY may reduce such payment by an amount equal to its fees and expenses (or an estimate thereof) and any incremental Taxes payable as a result of such sale) and (y) the obligations of the parties pursuant to this Section 5.3(c) (other than pursuant to the preceding clause (x)) with respect to such Tungsten Materials Assets or Assumed Liabilities shall cease. (d) During the period from the date of this Agreement until the Closing Date (or such later date on which all transfers of the Tungsten Materials Business and Tungsten Materials Assets contemplated by Section 5.18 have been completed), except as required by this Agreement, Buyer and its Affiliates shall not, without the prior written consent of TDY, engage in any action or enter into any transaction or permit any action to be taken or transaction to be entered into, that would reasonably be expected to have a Buyer Material Adverse Effect. Without limiting the generality of the foregoing, none of Buyer or its Affiliates shall, and shall not cause any Person to, acquire (whether via merger, consolidation, stock or asset purchase or otherwise), or agree to so acquire, any assets of or any equity in any other Person or any business or division thereof, unless that acquisition or agreement would not reasonably be expected to materially (x) increase the risk of not obtaining any authorizations, consents, orders, declarations or approvals of any Governmental Authority necessary to consummate the transactions contemplated by this Agreement or the expiration or termination of any waiting period under any Regulatory Law; (y) increase the risk of any Governmental Authority entering an order prohibiting the consummation of the transactions contemplated by this Agreement, or materially increase the risk of not being able to remove any such order on appeal or otherwise; or (z) delay or prevent the consummation of the transactions contemplated by this Agreement. (e) Subject to the terms and conditions set forth in this Agreement, Buyer shall, and shall cause its Affiliates to, use reasonable best efforts to obtain all Permits, if any, relating to any Export Control and Import Laws necessary for Buyer and its Affiliates, as applicable, to operate the Tungsten Materials Business in their respective names, as the case may be, and TDY shall cooperate with Buyer and Buyer will use all commercially reasonable its Affiliates in their efforts after Closing to obtain the unconditional approval by the MMS, the BLM and the SMB of the assignments and conveyances of lease(s) attached hereto as Exhibits "B-1", "B-2", "B-4", "B-5", "B-6" and "B-7". In the event Buyer operates or is elected successor operator under the operating agreements applicable to any of the Leases, if applicable, Buyer also obligates itself to make application to the MMS to qualify or continue (if any further qualification is necessary or required by MMS) as operator with respect to the Assets, as well as for a right of use and easement as to the pipeline(s) and platforms included in the Assets. Buyer shall take any actions reasonably required of Buyer by the MMS or any other regulatory agencies or Governmental Body to obtain all requisite regulatory approvals, including but not limited to, the purchase and posting of any and all bonds, supplemental bonds or other securities which may be required of Buyer pursuant to 30 CFR Parts 250 and 256 in excess of any existing lease, pipeline or area-wide bond(s). Until all of the governmental approvals with respect to the assignments described in this Section 17.1 are obtained, however, the following shall occur: 17.1.1 As necessary, Seller shall continue to hold record title to the Assets as nominee for Buyer; 17.1.2 Buyer's indemnity under Section 13.3.1 shall include any and all Claims, costs and expenses of any kind or character relating to such Assets accruing after Closing; 17.1.3 Seller shall act as Buyer's nominee but shall be authorized to act only upon and in accordance with Buyer's specific written instructions, and Seller shall have no authority, responsibility or discretion to perform any tasks or functions with respect to the Assets other than those which are purely administrative or ministerial in nature, unless otherwise specifically requested and authorized by Buyer in writing; and 17.1.4 Buyer shall continue to maintain and provide at its cost the insurance coverages with minimum limits of liability as set forth in Section 10.1.5 of this AgreementPermits.

Certain Governmental Approvals. Seller (a) Except as otherwise required by Law, all filings pursuant to this Clause 7.3 shall be finalised and submitted by Buyer; provided that such filings shall require the prior written consent of VPI. Notwithstanding the foregoing, if Buyer is in default of finalising and submitting any merger control filing required, then VPI, upon two (2) weeks' prior notice, is entitled to finalise and submit such filings. (b) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall use its reasonable endeavors to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective the transactions contemplated by this Agreement, as promptly as practicable, including (i) the obtaining of all necessary actions, waivers, consents and approvals from Governmental Authorities, and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an Action by, any Governmental Authority, (ii) the obtaining of all necessary consents, approvals or waivers from third parties required to be obtained by VPI or Buyer, or their respective Subsidiaries in connection with the transactions contemplated by this Agreement, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement, provided, however, in the case of each (i) through (iv) above, Buyer shall be solely responsible for any costs and expenses incurred by VPI or any of the other Sellers and Buyer will use in connection therewith (other than the costs and expenses of VPI's counsel in connection therewith). (c) Subject to the terms and conditions in this Agreement and without limiting the foregoing: (i) VPI and Buyer shall, as promptly as practicable, but in no event later than fifteen (15) Business Days after the date hereof file all commercially reasonable efforts after Closing other necessary notifications, or registrations to obtain the unconditional approval by Required Antitrust Approvals, in each case as required for the MMStransactions contemplated hereby; provided that Buyer shall pay all filing fees and other expenses to be paid in connection with obtaining any of the Required Antitrust Approvals (other than the costs and expenses of VPI's counsel in connection therewith). (ii) VPI and Buyer shall use reasonable endeavors to cooperate with each other in (A) determining whether any filings are required to be made with, or consents, permits, authorizations, waivers or approvals are required to be obtained from, any third parties or other Governmental Authorities under any other applicable anti-trust and competition Law in connection with the BLM execution and delivery of this Agreement and the SMB consummation of the assignments transactions contemplated by this Agreement and conveyances (B) timely making all such filings and timely seeking all such consents, permits, authorizations or approvals; provided, however, that Buyer shall be solely responsible for any costs and expenses necessary to obtain any such consent, permit, authorization, waiver or approval incurred by VPI or any other Seller in its capacity as Buyer's agent in connection herewith (other than the costs and expenses of lease(sVPI's counsel in connection therewith). (iii) attached hereto VPI and Buyer shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement and promptly furnish the other with copies of notices or other communications between VPI or Buyer and their representatives and counsel, as Exhibits "B-1"the case may be, "B-2"or any of their respective Subsidiaries, "B-4"and any third party and/or any Governmental Authority with respect to such transactions. Each of VPI and Buyer shall use all reasonable endeavors to take such action as may be required to cause the expiration of the waiting periods under the applicable anti-trust and competition Laws with respect to such transactions as promptly as possible after the execution of this Agreement. VPI and Buyer shall keep each other timely appraised of any inquiries or requests for additional information from any Governmental Authority pursuant to any applicable anti-trust and competition Law, "B-5"and shall comply promptly with any such reasonable inquiry or request. VPI and Buyer shall permit counsel for the other party reasonable opportunity to review in advance, "B-6" and "B-7"consider in good faith the views of the other party in connection with, any proposed written communication to any Governmental Authority. Each of VPI and Buyer agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with the transactions contemplated by this Agreement unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Authority, gives the other party the opportunity to attend and participate; (d) If such action is necessary to obtain approval for consummation of the transactions contemplated by this Agreement by any Governmental Authority under applicable antitrust and competition Law, Buyer shall (i) divest of any assets or businesses of Buyer or the WEEMEA Companies (ii) hold any assets or businesses of Buyer or the WEEMEA Companies separate, or (iii) terminate or amend any existing licenses, contractual arrangements or intellectual property agreements of Buyer or the WEEMEA Companies; Buyer shall be required to take such required actions unless such required actions are reasonably likely to result in a Material Detrimental Effect. If the Buyer reasonably determines that required actions are reasonably likely to result in a Material Detrimental Effect, then Buyer shall not be required to take any further actions. (e) In the event Buyer operates that any approval of a Governmental Authority is not obtained on or is elected successor operator under prior to the operating agreements applicable to Closing Date, or there exists any anti-trust and competition Law that makes illegal or enjoins or prevents in any respect the consummation of the Leasestransactions contemplated by this Agreement except with respect of the Required Antitrust Approvals, if applicablethen VPI and Buyer shall effect the Closing (including payment of the entire Purchase Price), Buyer also obligates itself to make application subject to the MMS to qualify or continue terms of this Agreement (if any further qualification is necessary or required by MMS) as operator with respect to the Assetsincluding, as well as for a right of use and easement as to the pipeline(s) and platforms included in the Assets. Buyer shall take any actions reasonably required of Buyer by the MMS or any other regulatory agencies or Governmental Body to obtain all requisite regulatory approvals, including but not limited to, the purchase and posting of any and all bondsSection 8.1(a)), supplemental bonds or other securities which may be required of Buyer pursuant to 30 CFR Parts 250 and 256 in excess of any existing lease, pipeline or area-wide bond(s). Until all of the governmental approvals with respect to all Transferred Shares, Transferred Assets and Assumed Liabilities outside of the assignments described jurisdiction of any such Governmental Authority or such anti-trust and competition Law; provided, however, that the obligations of the parties hereto set forth in this Section 17.1 are obtained7.3 shall continue with respect to any such compliance with Law, howeverapproval or action until such compliance with Law, approval or action is obtained or taken, as the case may be, and upon the occurrence of such compliance with Law, approval or action, the following parties hereto shall occur: 17.1.1 As necessaryeffect the transfer of the affected WEEMEA Company or Subsidiary of WEEMEA Company, Seller shall continue to hold record title to the Transferred Assets as nominee for Buyer; 17.1.2 Buyer's indemnity under Section 13.3.1 shall include any and all Claims, costs and expenses of any kind or character relating to such Assets accruing after Closing; 17.1.3 Seller shall act as Buyer's nominee but shall be authorized to act only upon and Assumed Liabilities in accordance with Buyer's specific written instructionsthis Agreement. Each such transfer, upon occurrence, shall be retroactive to and be deemed to have occurred on the Closing Date. Furthermore, as of the Closing Date, VPI and Buyer shall, subject to applicable Law, enter into mutually agreeable alternative business arrangements consistent with the terms of this Agreement or other arrangements which provide Buyer with the net economic benefit or loss, and Seller shall have no authorityliability, responsibility of the affected Transferred Shares, Transferred Assets and Assumed Liabilities from and after the Closing Date and continuing until any such approval or discretion to perform any tasks action is obtained or functions with respect to the Assets other than those which are purely administrative or ministerial in nature, unless otherwise specifically requested and authorized by Buyer in writing; and 17.1.4 Buyer shall continue to maintain and provide at its cost the insurance coverages with minimum limits of liability as set forth in Section 10.1.5 of this Agreementtaken.

Certain Governmental Approvals. (a) Subject to the terms and conditions set forth in this Agreement and including Section 5.1(f) below, Seller and Buyer shall use their respective reasonable best efforts (subject to, and in accordance with, Regulatory Laws) to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective in the most expeditious manner possible the Acquisition and the other transactions contemplated by this Agreement, including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Acquisition and the other transactions contemplated by this Agreement, (ii) subject to Section 5.1(f), taking all actions necessary to obtain (and cooperating with each other in obtaining) any Approval of any third party, including any Governmental Entity (which actions shall include furnishing all information as may be required in connection with consents, permits, authorizations, waivers or approvals under Regulatory Laws) required to be obtained or made by Seller or Buyer or any of their respective Subsidiaries in connection with the Acquisition or the other transactions contemplated by this Agreement, (iii) causing the expiration or termination of any applicable waiting periods under the HSR Act or any other applicable Regulatory Law, (iv) avoiding or eliminating each and every impediment under the Regulatory Laws that may be asserted by any Governmental Entity or any other Person and (v) subject to Section 5.1(f) and Section 5.20, the execution and delivery of any additional instruments necessary to consummate the Acquisition and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement. Unless otherwise expressly agreed herein, neither Seller nor the Company nor any of their respective Affiliates shall be obligated to grant any consideration, or pay any fee or other similar payment to any third party from whom consent or approval is required or requested from or by such third Person in connection with the consummation of the transactions contemplated by this Agreement in order to obtain any such consent or approval. (b) Without limiting the generality of the undertaking pursuant to Section 5.1(a), Seller and Buyer shall each keep the other apprised of the status of matters relating to the completion of the Acquisition and the other transactions contemplated by this Agreement and work cooperatively in connection with obtaining all required Regulatory Approvals and causing the expiration or termination of any applicable waiting periods under the HSR Act or any other applicable Regulatory Law. In that regard, subject to the Non-Disclosure Agreement and Section 5.3, each Party shall promptly consult with the other Party to this Agreement to provide any necessary information with respect to (and, in the case of correspondence, provide the other Party (or their counsel) copies of) all filings made by such Party with any Governmental Entity or any other information supplied by such Party to, or correspondence with, a Governmental Entity in connection with this Agreement, the Acquisition and the other transactions contemplated by this Agreement. Subject to the Non-Disclosure Agreement and Section 5.3 of this Agreement, each Party shall promptly inform the other Party, and if in writing, furnish the other Party with copies of (or, in the case of oral communications, advise the other Party orally and in writing of) any communication from or with any Governmental Entity regarding the Acquisition and the other transactions contemplated by this Agreement, and permit the other Party to review and discuss in advance, and consider in good faith the views of the other Party in connection with, any proposed communication (whether written or oral) with any such Governmental Entity. If either Party or any Representative of such Party receives a request for additional information or documentary material from any Governmental Entity with respect to the Acquisition or the other transactions contemplated by this Agreement, then such Party will use its reasonable best efforts to make, or cause to be made, promptly and after consultation with the other Party, an appropriate response in compliance with such request (and in any event, within ninety (90) days “substantially comply,” and as soon as reasonably practicable certify substantial compliance, with any request for additional information (also known as a “second request”) issued pursuant to the HSR Act unless otherwise agreed to by the other Party in writing). Neither Party hereto nor its Representatives shall participate in any substantive meeting or discussion with any Governmental Entity or representative thereof in connection with this Agreement, the Acquisition or any of the other transactions contemplated by this Agreement (or make oral submissions at meetings or in telephone or other conversations) unless it consults with the other Party in advance and, to the extent not prohibited by such Governmental Entity, gives the other Party the opportunity to attend and participate thereat. Subject to the Non-Disclosure Agreement and Section 5.3, each Party shall furnish the other Party with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between it and any such Governmental Entity with respect to this Agreement, the Acquisition or any of the other transactions contemplated by this Agreement, and furnish the other Party with such necessary information and reasonable assistance as the other Party may reasonably request in connection with its preparation of filings or submissions of information to any such Governmental Entity. Seller and Buyer may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 5.1 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient unless express permission is obtained in advance from the source of the materials (Seller or Buyer, as the case may be); provided that materials provided pursuant to this Section 5.1(b) may be redacted (i) to remove references concerning the valuation of or future plans for the Business, (ii) as necessary to comply with contractual obligations, and (iii) as necessary to address reasonable privilege concerns. Seller and Buyer shall jointly develop, determine and cooperate with one another with respect to (i) the strategy for obtaining any approvals under Regulatory Laws or responding to any request from, inquiry by, or investigation by (including directing the timing, nature and substance of all such responses) any Governmental Entity in connection with this Agreement and the transactions contemplated hereby, including determining the strategy, timing, form and content of any registrations, filings, agreements, forms, notices, petitions, statements, submissions of information, applications and other documents, communications and correspondence contemplated by, made in accordance with, or subject to this Section 5.1 (including directing the timing, nature and substance of all such responses, including any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party in connection with the subject matter of this Section 5.1) and the strategy, timing, form and content of any divestitures or other remedial undertakings made for the purpose of securing any required consents, permits, authorizations, waivers or approvals under Regulatory Laws and (ii) the defense and settlement of any action brought by or before any Governmental Entity that has authority to enforce any Regulatory Laws; provided, however, that in the event of any disagreement between the Parties with respect to the matters described in the foregoing clause (i) or (ii), the General Counsel of Buyer and the General Counsel of Dublin shall seek to resolve such disagreement reasonably and in good faith; provided, that if the General Counsels of the Parties cannot resolve any such disagreement, the determination of the General Counsel of Buyer will use shall prevail (for the avoidance of doubt, this proviso shall not modify the obligations of the Parties pursuant to this Section 5.1). Notwithstanding the foregoing, the Parties agree no Party shall extend, directly or indirectly, any waiting period under the HSR Act (including by withdrawing its filing under the HSR Act) or any other Regulatory Laws or enter into any agreement with any Governmental Entity to delay, or otherwise not to consummate as soon as practicable, any of the transactions contemplated by this Agreement except with the prior written consent of the other Parties. (c) Seller and Buyer shall, as promptly as practicable, but in no event later than (A) fifteen (15) Business Days after the date hereof, file the notification and report form pursuant to the HSR Act and (B) to the extent possible, within thirty (30) Business Days, but in any event as soon as practicable after the date hereof, submit all commercially reasonable efforts after Closing other notifications (in final form or, where applicable, draft form) or registrations to obtain the unconditional approval Regulatory Approvals, in each case as required for the transactions contemplated hereby. (d) Seller and Buyer shall use reasonable best efforts to cooperate with each other in (A) determining whether any filings are required to be made with, or consents, permits, authorizations, waivers or approvals are required to be obtained from, any third parties or other Governmental Entities under any other applicable Regulatory Law in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement (including any post-Closing filings) and (B) timely making all such filings and timely seeking all such consents, permits, authorizations or approvals. (e) Each of Seller and Buyer shall use their respective reasonable best efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the MMSAcquisition or any of the other transactions contemplated by this Agreement under any Regulatory Laws. In connection therewith, if any Proceeding, audit, review, inquiry, examination, or investigation (“Action”) is instituted (or threatened to be instituted) challenging any of the transactions contemplated by this Agreement as violative of any Regulatory Laws, each of Seller and Buyer shall cooperate and use their respective reasonable best efforts to vigorously contest and resist any such Action, and to have vacated, lifted, reversed, or overturned any Judgment whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the Acquisition or any of the other transactions contemplated by this Agreement, including by vigorously pursuing all available avenues of administrative and judicial appeal. (f) Without limiting Section 5.1(e) in any respect, Buyer shall, at Buyer’s sole cost, use its reasonable best efforts to take, or cause to be taken, any and all actions and do, or cause to be done, any and all things necessary, proper or advisable to avoid, eliminate and resolve each and every impediment and obtain all Regulatory Approvals (and cause to expire or terminate all applicable waiting periods under the HSR Act or any other applicable Regulatory Law) in connection with the consummation of the Acquisition, as promptly as practicable. In furtherance of the foregoing, Buyer shall proffer to, and shall, and shall cause its Affiliates to, (A) sell or otherwise dispose of, or hold separate and agree to sell or otherwise dispose of specific assets or categories of assets or businesses constituting the Acquired Assets or any other assets or businesses now owned or presently or hereafter sought to be acquired by Buyer or its Affiliates; (B) creating, terminating or divesting relationships, contractual rights or obligations of the Business or Buyer or any of its Affiliates; (C) take any and all actions and make any and all behavioral commitments, whether or not they limit or modify Buyer’s or its Subsidiaries’ rights of ownership in, or ability to conduct the business of, one or more of its or their operations, divisions, businesses, product lines, customers or assets, including, after the Closing, the BLM and the SMB Business or any of the assignments Acquired Assets; and conveyances (D) enter into agreements, including with the relevant Governmental Entity, giving effect to the foregoing clauses (A) through (C), in each case as promptly as practicable (but in any event prior to the Outside Date) after it is determined that such action is necessary to obtain approval for consummation of lease(sthe transactions contemplated by this Agreement by any Governmental Entity; provided that any such action described in the foregoing clauses (A) attached hereto as Exhibits "B-1"through (C) may, "B-2"at the discretion of Buyer, "B-4", "B-5", "B-6" and "B-7"be conditioned upon the Closing. In furtherance of the event foregoing, Buyer operates or is elected successor operator under the operating agreements applicable shall, and shall cause its Subsidiaries to, keep Seller fully informed of all matters, discussions and activities relating to any of the Leasesmatters described in or contemplated by clauses (A) through (D) of this Section 5.1(f). (g) During the period from the date of this Agreement until the Closing Date (or such later date on which all transfers of the Business and Acquired Assets contemplated by Section 5.17 have been completed), if applicableexcept as required by this Agreement, Buyer also obligates itself and its Affiliates shall not, without the prior written consent of Seller, engage in any action or enter into any transaction or permit any action to make application be taken or transaction to be entered into, that would reasonably be expected to have a Buyer Material Adverse Effect. Without limiting the MMS to qualify or continue (if any further qualification is necessary or required by MMS) as operator with respect to generality of the Assetsforegoing, as well as for a right of use and easement as to the pipeline(s) and platforms included in the Assets. Buyer shall take any actions reasonably required none of Buyer by the MMS or its Affiliates shall, and shall not cause any Person to, acquire (whether via merger, consolidation, stock or asset purchase or otherwise), or agree to so acquire, any assets of or any equity in any other regulatory agencies Person or Governmental Body any business or division thereof, unless that acquisition or agreement would not reasonably be expected to (x) increase the risk of failing to obtain all requisite regulatory approvalsany authorizations, including but not limited toconsents, the purchase and posting orders, declarations or approvals of any and all bonds, supplemental bonds Governmental Entity necessary to consummate the transactions contemplated by this Agreement or other securities which may be required of Buyer pursuant to 30 CFR Parts 250 and 256 in excess the expiration or termination of any existing lease, pipeline or area-wide bond(s). Until all waiting period under any Regulatory Law; (y) increase the risk of any Governmental Entity entering an order prohibiting the consummation of the governmental approvals with respect transactions contemplated by this Agreement, or materially increase the risk of not being able to remove any such order on appeal or otherwise; or (z) delay or prevent the assignments described in this Section 17.1 are obtained, however, consummation of the following shall occur: 17.1.1 As necessary, Seller shall continue to hold record title to the Assets as nominee for Buyer; 17.1.2 Buyer's indemnity under Section 13.3.1 shall include any and all Claims, costs and expenses of any kind or character relating to such Assets accruing after Closing; 17.1.3 Seller shall act as Buyer's nominee but shall be authorized to act only upon and in accordance with Buyer's specific written instructions, and Seller shall have no authority, responsibility or discretion to perform any tasks or functions with respect to the Assets other than those which are purely administrative or ministerial in nature, unless otherwise specifically requested and authorized transactions contemplated by Buyer in writing; and 17.1.4 Buyer shall continue to maintain and provide at its cost the insurance coverages with minimum limits of liability as set forth in Section 10.1.5 of this Agreement.

Certain Governmental Approvals. Seller shall (a) Subject to the terms and conditions set forth in this Agreement, each of the Parties will use its reasonable best efforts (subject to, and in accordance with, Regulatory Law) to take (or cause to be taken) all actions, to do (or cause to be done), and to assist and cooperate with the other Parties in doing, all things necessary, proper, or advisable under applicable Regulatory Laws to consummate and make effective the Contemplated Transactions, as promptly as practicable, including (i) obtaining all necessary actions, waivers, consents and approvals from Governmental Authorities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an Action by, any Governmental Authority in connection with any Regulatory Law, (ii) complying with all legal requirements that may be imposed on it with respect to this Agreement or the Contemplated Transactions, (iii) litigating (or defending) against any administrative or judicial action or proceeding (including any proceeding seeking a temporary restraining order or preliminary injunction and any appeal) challenging the Contemplated Transactions as violative of any Law, and (iv) executing and delivering any additional instruments necessary to consummate the Contemplated Transactions. (b) Without limiting the generality of the undertakings pursuant to Section 5.4(a): (i) The Company, Holdco, Sellers, and Buyer will effect all necessary notifications or registrations to obtain the Required Antitrust Approvals as promptly as practicable, and, with respect to the HSR Act, no later than five (5) Business Days after the date of this Agreement, in each case as required for the Contemplated Transactions; (ii) The Company, Holdco, Sellers, and Buyer will use all commercially reasonable best efforts after Closing to obtain cooperate with each other in (A) determining whether any filings are required to be made with, or consents, permits, authorizations, waivers or approvals are required to be obtained from, any third parties or Governmental Authorities under any applicable Regulatory Law in connection with the unconditional approval by the MMS, the BLM execution and delivery of this Agreement and the SMB consummation of the assignments Contemplated Transactions and conveyances (B) timely making all such filings and timely seeking all such consents, permits, authorizations or approvals (including requesting early termination of lease(s) attached hereto as Exhibits "B-1", "B-2", "B-4", "B-5", "B-6" and "B-7". In the event Buyer operates or is elected successor operator applicable waiting periods under the operating agreements applicable HSR Act); (iii) The Company, Xxxxxx, Sellers, and Xxxxx will keep each other apprised of the status of matters relating to the completion of the Contemplated Transactions and, to the extent permitted by Law, promptly furnish each other with copies of notices or other communications (or, in the case of material oral communications, provide written summaries of such communications) between or among the Company, Holdco, Sellers, or Buyer or any of their Representatives, as the Leasescase may be, if applicable, Buyer also obligates itself to make application to the MMS to qualify or continue (if and any further qualification is necessary or required by MMS) as operator Governmental Authority with respect to the Assetssuch Contemplated Transactions. The Company, as well as Holdco, Sellers, and Buyer will keep each other timely apprised of any inquiries or requests for a right of use additional information from any Governmental Authority pursuant to any Regulatory Law and easement as will comply promptly with any such reasonable inquiry or request. The Company, Holdco, Sellers, and Xxxxx will, to the pipeline(s) extent permitted by Law, permit counsel for the other Party or Parties the opportunity to review in advance, and platforms included will consider in good faith the Assetsviews of the other Party or Parties in connection with, any proposed written communication to any Governmental Authority. Buyer Each of the Company, Xxxxxx, Sellers, and Xxxxx agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with the Contemplated Transactions unless it consults with the other Parties in advance and, to the extent not prohibited by such Governmental Authority, gives the other Parties the opportunity to attend and participate. Without limiting the foregoing, neither Buyer, the Company, Holdco, Sellers nor their respective Affiliates shall take any actions action that has or may have the effect of extending any waiting period or comparable period under any Regulatory Law or enter into any agreement with any Governmental Authority not to consummate the Contemplated Transactions, except with the prior written consent of the other Parties. No Party will be required to share with any other Party, other than on an outside counsel only basis, any competitively sensitive information or information relating to valuation. Further, Buyer shall not take any action that may reasonably required have the effect of Buyer by delaying, impairing, or impeding the MMS expiration or early termination of the waiting period under the HSR Act or any other regulatory agencies or Required Antitrust Approval from a Governmental Body to obtain all requisite regulatory approvalsAuthority, including but not limited to, acquiring or agreeing to acquire the purchase entities or assets of any other business which competes with the Company; (iv) If an action is threatened or instituted by any Governmental Authority or any other Person challenging the validity or legality or seeking to restrain the consummation of the transactions contemplated by this Agreement, the Buyer shall use its reasonable best efforts to avoid, resist, resolve or, if necessary, defend such action, including exhausting all available administrative and posting of judicial appeals, and shall afford Sellers, Holdco, and the Company a reasonable opportunity to participate therein. The Sellers, Holdco and the Company shall diligently assist and cooperate with the Buyer in preparing and filing any and all bondswritten communications that are to be submitted to any Governmental Authorities in connection with the transactions contemplated hereby and in obtaining any governmental or third-party consents, supplemental bonds waivers, authorizations or other securities approvals which may be required of by the Parties to be obtained in connection with the transactions contemplated hereby, which assistance and cooperation shall include timely furnishing to the Buyer pursuant all information concerning the Company and/or its Affiliates that counsel to 30 CFR Parts 250 the Buyer reasonably determines is required to be included in such documents or would be helpful in obtaining such required consent, waiver, authorization or approval. Each Party shall, and 256 in excess shall cause its Affiliates to, coordinate with the other Parties regarding the development and implementation of any existing lease, pipeline or area-wide bond(s). Until all of the governmental approvals strategy with respect to obtaining the assignments described Required Antitrust Approvals (including the expiration or termination of all applicable waiting periods under the HSR Act) including, but not limited to, (v) the process and strategy for responding to any formal or informal request for additional information and documents (including any second request issued under the HSR Act), (w) the content of, and analysis contained in, any filings, notifications or communications (whether written or oral) with any Governmental Authority, (x) whether to “pull-and-refile,” pursuant to 16 C.F.R. § 803.12, any filing made under the HSR Act, (y) whether to extend or restart the waiting, review or investigation period under any applicable Regulatory Law, and (z) whether to offer, negotiate or enter into any commitment or agreement, including any timing agreement, with any Governmental Authority to delay the consummation of, to extend the review or investigation period applicable to, or not to close before a certain date, any of the Contemplated Transactions. (v) Notwithstanding anything to the contrary in this Agreement (including this Section 17.1 are obtained5.4), howevernone of the parties or any of its respective Affiliates shall be required to, and the Company may not, without the prior written consent of Buyer, become subject to, consent to or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (A) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or any portion of business of the Company, Buyer or any Buyer Subsidiary of any of the foregoing, (B) conduct, restrict, operate, invest or otherwise change the assets, the following business or any portion of the business of the Company, Buyer or any Buyer Subsidiary in any manner or (C) impose any restriction, requirement or limitation on the operation of the business or portion of the business of the Company, Buyer or any Buyer Subsidiary; provided that, if requested in writing by Buyer, then the Company will become subject to, consent to or offer or agree to, or otherwise take any action with respect to, any such requirement, condition, limitation, understanding, agreement or order so long as such requirement, condition, limitation, understanding, agreement or order is only binding on the Company if the Closing occurs. (vi) Except as otherwise set forth in this Agreement, including this Section 5.4, nothing contained in this Agreement shall occur: 17.1.1 As necessarygive Buyer or any of its Affiliates, directly or indirectly, the right to control, supervise or direct the operations of the Business, Company, Holdco, or any Seller shall continue to hold record title prior to the Assets as nominee for Buyer; 17.1.2 Buyer's indemnity under Section 13.3.1 shall include any and all Claims, costs and expenses of any kind or character relating to such Assets accruing after Closing; 17.1.3 Seller shall act as Buyer's nominee but shall be authorized to act only upon and in accordance with Buyer's specific written instructions, and Seller shall have no authority, responsibility or discretion to perform any tasks or functions with respect Closing Date. Prior to the Assets other than those which are purely administrative or ministerial in natureClosing Date, unless otherwise specifically requested the Company shall exercise, consistent with the terms and authorized by Buyer in writingconditions of this Agreement, complete unilateral control, supervision and direction over the Business; and 17.1.4 (vii) Buyer shall continue pay, at the time of filing, all applicable fees relating to maintain and provide at its cost the insurance coverages with minimum limits of liability as set forth in Section 10.1.5 of this AgreementRequired Antitrust Approvals.

Certain Governmental Approvals. Seller (a) Subject to the terms and conditions set forth in this Agreement and without limiting Section 5.3(b)(iv) below, each of the parties hereto shall, and, in the case of Buyer, shall cause Carlyle Partners V Cayman, L.P. and CEP III Participations S.à.x.x. XXXXX (the “Sponsor Parties”) to, use its reasonable best efforts (subject to, and in accordance with, Regulatory Law) to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with Buyer the other parties in doing, all things necessary, proper or advisable under applicable Regulatory Laws to consummate and make effective the transactions contemplated by this Agreement, as promptly as practicable, including (a) the obtaining of all necessary actions, waivers, consents and approvals from Governmental Authorities, and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an Action by, any Governmental Authority in connection with any Regulatory Law, including the transfer (or, if not transferable, the reissuance) to Buyer, Buyer’s designee or any Transferred DPC Company or Subsidiary thereof of any Environmental Permits required for the lawful operation of the DPC Business by the Transferred DPC Companies and their Subsidiaries as of Closing, (b) the defending of any Actions, whether judicial or administrative, brought under, pursuant to or relating to any Regulatory Law challenging this Agreement or the consummation of the transactions contemplated by this Agreement and (c) the execution and delivery of any additional instruments reasonably requested by the other Party hereto necessary to consummate the transactions contemplated by this Agreement, save that none of the foregoing shall require any application to be made to the UK Pensions Regulator for clearance in connection with the transactions contemplated by this Agreement (it being agreed that if DuPont or any Retained Subsidiary chooses to seek clearance from the UK Pensions Regulator in connection with any of the transactions contemplated by this Agreement, the mitigation required by the UK Pensions Regulator as a condition to granting such clearance shall be at and for the sole cost of DuPont or any such Retained Subsidiary and, notwithstanding anything to the contrary in Section 2.4, no such mitigation shall increase the Pension Assets for purposes of Section 2.4). (b) Without limiting the generality of the undertakings pursuant to Section 5.3(a): (i) DuPont and Buyer will use shall, as promptly as practicable, but in no event later than (x) fifteen (15) Business Days after the date hereof, file (or in the case of Buyer, cause the Person(s) controlling Buyer to file) the notification and report form pursuant to the HSR Act and (y) thirty (30) Business Days after the date hereof to the extent reasonably practicable, effect all commercially reasonable efforts after Closing other necessary notifications, or registrations to obtain the unconditional approval approvals and consents required under any Regulatory Law, in each case as required for the transactions contemplated hereby; (ii) DuPont and Buyer shall use reasonable best efforts to cooperate with each other in (A) determining whether any filings are required to be made with, or consents, permits (including Environmental Permits), authorizations, waivers or approvals are required to be obtained from, any third parties or other Governmental Authorities under any other applicable Regulatory Law in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and (B) timely making all such filings and timely seeking all such consents, permits, authorizations or approvals; (iii) DuPont and Buyer shall keep each other apprised of the MMSstatus of matters relating to the completion of the transactions contemplated by this Agreement and promptly furnish the other with copies of notices or other communications (or, in the case of material oral communications, advise the other orally of such communications) between DuPont or Buyer and their representatives and counsel, as the case may be, or any of their respective Subsidiaries (or in the case of Buyer, Affiliates), and any Governmental Authority with respect to such transactions. DuPont and Buyer shall keep each other timely apprised of any inquiries or requests for additional information from any Governmental Authority pursuant to any Regulatory Law, and shall comply promptly with any such reasonable inquiry or request. DuPont and Buyer shall permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed written communication to any Governmental Authority. Each of DuPont and Buyer agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with the transactions contemplated by this Agreement unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Authority, gives the other party the opportunity to attend and participate. Neither party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement or withdraw its notification and report form pursuant to the HSR Act or any other filing made pursuant to any Regulatory Law unless the other party has given its prior written consent to such extension or delay; (iv) Without limiting the immediately following sentence, Buyer shall, and shall cause the Sponsor Parties to, in each case at Buyer’s sole cost, use its reasonable best efforts to take, or cause to be taken, any and all actions and do, or cause to be done, any and all things necessary, proper or advisable to avoid, eliminate and resolve each and every impediment and to obtain all Required Antitrust Approvals in connection with the consummation of the transactions contemplated by this Agreement in order to permit the Closing to occur by February 1, 2013. Buyer shall, and shall cause the Sponsor Parties to, proffer to, and shall and shall cause the Sponsor Parties to, (A) sell or otherwise dispose of, or hold separate and agree to sell or otherwise dispose of specific assets or categories of assets or businesses of the Transferred DPC Companies, any of their Subsidiaries, the BLM and the SMB Joint Venture Interests or any of Buyer’s or any of the assignments Sponsor Parties’ other assets or businesses now owned or presently or hereafter sought to be acquired by Buyer or the Sponsor Parties; (B) terminate any existing relationships and conveyances contractual rights and obligations; (C) amend or terminate such existing licenses or other intellectual property agreements and to enter into such new licenses or other intellectual property agreements; (D) take any and all actions and make any and all behavioral commitments, whether or not they limit or modify Buyer’s or any of lease(sthe Sponsor Parties’, the Transferred DPC Companies’ or any of their Subsidiaries’ rights of ownership in, or ability to conduct the business of, one or more of its operations, divisions, businesses, product lines, customers or assets, including, after the Closing, the DPC Business or any of the DPC Assets; and (E) attached hereto as Exhibits "B-1"enter into agreements, "B-2"including with the relevant Governmental Authority, "B-4"giving effect to the foregoing clauses (A) through (D), "B-5"in each case, "B-6" and "B-7"after it is determined that such action is necessary to obtain approval for consummation of the transactions contemplated by this Agreement from any Governmental Authority prior to February 1, 2013. In furtherance of the event foregoing, Buyer operates or is elected successor operator under the operating agreements applicable shall keep DuPont fully informed of all matters, discussions and activities relating to any of the Leasesmatters described in or contemplated by clauses (A) through (E) of this Section 5.3(b)(iv); and (v) without limiting Section 5.3(b)(iv), if applicableeach of DuPont, Buyer also obligates itself and the Sponsor Parties, in the event that any permanent or preliminary injunction or other order is entered or becomes reasonably foreseeable to be entered in any proceeding that would make application consummation of the acquisition of the DPC Shares, the Minority Investment Interests or the Joint Venture Interests or the other transactions contemplated hereby in accordance with the terms of this Agreement unlawful or that would prevent or delay consummation of the acquisition of the DPC Shares or the Joint Venture Interests or the other transactions contemplated by this Agreement, shall use its reasonable best efforts necessary to vacate, modify or suspend such injunction or order so as to permit such consummation on a schedule as close as possible to that contemplated by this Agreement unless, by mutual agreement, DuPont and Buyer decide that litigation is not in their respective best interests. (c) In the event that either (i) any Non-Material Antitrust Approval of any Governmental Authority set forth on Section 5.3(c) of the Seller’s Disclosure Schedule is not obtained on or prior to the MMS Closing Date or (ii) there exists, at such time as the conditions to qualify the Closing shall have been satisfied or continue waived (if other than those conditions that are satisfied by action taken at the Closing, provided that such conditions would be so satisfied), any further qualification is necessary or required by MMS) as operator Regulatory Law (except with respect to the AssetsRequired Antitrust Approvals) that makes illegal or enjoins or prevents in any respect the consummation of the transactions contemplated by this Agreement with respect to DuPont Freeworld (Pty.) Ltd (each of clauses (i) and (ii), as well as for a right “Delayed Antitrust Approval”), then DuPont and Buyer shall effect the Closing (including payment of use and easement as the entire Preliminary Purchase Price), subject to the pipeline(s) and platforms included in the Assets. Buyer shall take any actions reasonably required terms of Buyer by the MMS or any other regulatory agencies or Governmental Body to obtain all requisite regulatory approvalsthis Agreement (including, including but not limited to, the purchase and posting of any and all bondsSection 7.1(b)), supplemental bonds or other securities which may be required of Buyer pursuant to 30 CFR Parts 250 and 256 in excess of any existing lease, pipeline or area-wide bond(s). Until all of the governmental approvals with respect to all DPC Shares, Minority Investment Interests, Assumed Liabilities and Transferred DPC Joint Venture Interests other than the assignments described equity interests in DuPont Freeworld (Pty.) Ltd; provided, however, that the obligations of the parties hereto set forth in this Section 17.1 are 5.3 shall continue with respect to each such Delayed Antitrust Approval until such Delayed Antitrust Approval is obtained, howeverand upon receipt of such Delayed Antitrust Approval, the following parties hereto shall occur: 17.1.1 As necessaryeffect the transfer of the affected DPC Shares, Seller shall continue to hold record title to the Assets as nominee for Buyer; 17.1.2 Buyer's indemnity under Section 13.3.1 shall include any Minority Investment Interests, Assumed Liabilities and all Claims, costs and expenses of any kind or character relating to such Assets accruing after Closing; 17.1.3 Seller shall act as Buyer's nominee but shall be authorized to act only upon and Transferred DPC Joint Venture Interests in accordance with Buyer's specific written instructionsthis Agreement and the applicable Local Purchase Agreement. Each such transfer, upon occurrence, shall be retroactive to and be deemed to have occurred on the Closing Date. Furthermore, as of the Closing Date, DuPont and Buyer shall, subject to applicable Law, enter into mutually agreeable alternative business arrangements consistent with the terms of this Agreement or other arrangements which provide Buyer with the net economic benefit or loss (after taking into account any adverse Tax consequences to DuPont) of, and Seller liability for, the affected DPC Shares, Minority Investment Interests, Assumed Liabilities and Transferred DPC Joint Venture Interests from and after the Closing Date and continuing until each Delayed Antitrust Approval is obtained. Without limiting the foregoing, such arrangements shall have no authorityinclude, responsibility to the extent permissible under applicable Law (i) a covenant by DuPont to, and to cause any relevant Subsidiary to, conduct the business of the relevant Transferred DPC Company or discretion its Subsidiaries or, to perform the extent within DuPont’s control, the relevant Joint Venture or its Subsidiary, in the ordinary course consistent with past practice and to not take certain material actions specified on Exhibit BB without the consent of Buyer and (ii) upon receipt of any tasks cash distributions received from, or functions in respect of the DPC shares, Minority Investment Interests or Transferred DPC Joint Venture Interests, promptly use such cash distributions to pay any Assumed Liability or pay such amount to Buyer (in each case net of any Tax liability as a result of the receipt of such distribution). Notwithstanding the foregoing, in the event that any Delayed Antitrust Approval has not been obtained within twenty-four (24) months of the Closing Date, subject to the consent of Buyer (such consent not to be unreasonably withheld, conditioned or delayed), at any time thereafter, DuPont may sell any of the affected DPC Shares, Minority Investment Interests, Assumed Liabilities or Transferred DPC Joint Venture Interests to a third party reasonably acceptable to Buyer at a commercially reasonable price, and upon consummation of any such sale, (x) DuPont shall pay the proceeds of such sale to Buyer (provided that DuPont may reduce such payment by an amount equal to its out-of-pocket fees and expenses and any incremental Taxes payable as a result of such sale) and (y) the obligations of the parties pursuant to this Section 5.3(c) (other than pursuant to the preceding clause (x)) with respect to such DPC Shares, Minority Investment Interests, Assumed Liabilities or Transferred DPC Joint Venture Interests shall cease. (d) During the Assets other than those which are purely administrative period from the date of this Agreement until the Closing Date, except as required by this Agreement, Buyer and its Affiliates shall not, without the prior written consent of DuPont, engage in any action or ministerial in nature, unless otherwise specifically requested and authorized enter into any transaction or permit any action to be taken or transaction to be entered into by Buyer or any of its Affiliates, that would reasonably be expected to have a Buyer Material Adverse Effect. Without limiting the generality of the foregoing, none of Buyer, the Subsidiaries of Buyer, or their respective Affiliates shall, and shall not cause any Person to, acquire (whether via merger, consolidation, stock or asset purchase or otherwise), or agree to so acquire, any assets of or any equity in writingany other Person or any business or division thereof, if that acquisition or agreement would reasonably be expected to (x) materially increase the risk of not obtaining any Required Antitrust Approval or the expiration or termination of any waiting period in connection with Required Antitrust Approvals; and 17.1.4 Buyer shall continue to maintain and provide at its cost (y) materially increase the insurance coverages with minimum limits risk of liability as set forth in Section 10.1.5 any Governmental Authority entering an order prohibiting the consummation of the transactions contemplated by this Agreement, or materially increase the risk of not being able to remove any such order on appeal or otherwise; or (z) prevent or materially delay receipt of any Required Antitrust Approval.

Certain Governmental Approvals. Seller (a) Subject to the terms and conditions set forth in this Agreement and without limiting Section 5.3(b) below, each of the parties hereto shall use its reasonable best efforts (subject to, and in accordance with, Regulatory Law) to take, or cause to be taken, all actions, and use its reasonable best efforts to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Regulatory Laws to consummate and make effective the transactions contemplated by this Agreement, as promptly as practicable and in any event prior to the Outside Date, including using reasonable best efforts to (i) obtain all necessary actions, waivers, consents, approvals, and other Permits from Governmental Authorities, and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an Action by, any Governmental Authority in connection with any Required Governmental Approval, (ii) defend through the Outside Date any Actions, whether judicial or administrative, brought under, pursuant to, or relating to any Regulatory Law challenging this Agreement or the consummation of the transactions contemplated by this Agreement, (iii) comply with all legal requirements under applicable Regulatory Law that may be imposed on it with respect to this Agreement or the transactions contemplated hereby, and (iv) execute and deliver of any additional instruments reasonably necessary to consummate the transactions contemplated by this Agreement on the terms and conditions contemplated hereby. Buyer and SEE shall each bear one half of all filing fees to any Governmental Authority required pursuant to applicable Regulatory Laws and all other costs incurred by SEE or Buyer will use in connection with any required waiver, consent, or approval of any Governmental Authority required pursuant to applicable Regulatory Laws, including pursuant to Section 5.3(b). (b) Without limiting the generality of the undertakings pursuant to Section 5.3(a) until the earlier to occur of the Closing Date or the termination of this Agreement in accordance with its terms: (i) SEE and Buyer shall, in each case, as required for the transactions contemplated hereby, (A) file the notification and report form pursuant to the HSR Act as promptly as practicable, but in no event later than fifteen (15) Business Days after the date hereof, (B) effect all commercially reasonable efforts after Closing other necessary notifications, or registrations (or drafts as applicable) to obtain the unconditional approval Required Governmental Approvals, as promptly as practicable, and in any event prior to the Outside Date, and (C) submit, as promptly as practicable, any additional information and documentary material that may be requested pursuant to the HSR Act or in connection with any other Required Governmental Approvals; (ii) SEE and Buyer shall use reasonable best efforts to cooperate with each other in (A) determining whether any merger control filings are required to be made with, or consents, permits, authorizations, waivers or approvals are required to be obtained from, any third parties or other Governmental Authorities under any applicable Regulatory Law in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and (B) timely making all such filings and seeking all such consents, permits, authorizations, waivers or approvals; (iii) SEE and Buyer shall (and shall cause their respective Affiliates to) use reasonable best efforts to (A) promptly provide to the MMSother all information, documents, cooperation or assistance including access to personnel that is reasonably requested for the preparation of any filings or submissions to, or responses to requests for information from, the BLM relevant Governmental Authorities, (B) cooperate with each other in good faith to take all steps as may be reasonably necessary to obtain all necessary consents, permits, authorizations, waivers, or approvals from any Governmental Authority in connection with any Required Governmental Approvals, (C) consult in advance with each other and in good faith take the SMB other party’s views into account regarding the overall strategic direction of obtaining such Required Governmental Approvals; provided that the assignments and conveyances of lease(s) attached hereto final determination as Exhibits "B-1", "B-2", "B-4", "B-5", "B-6" and "B-7". In the event Buyer operates or is elected successor operator under the operating agreements applicable to any of the Leases, if applicable, Buyer also obligates itself to make application to the MMS appropriate course of action shall be made by Buyer acting reasonably if SEE and Buyer cannot mutually agree, and (D) consult with each other prior to qualify or continue (if taking any further qualification is necessary or required by MMS) as operator material substantive position in any written submissions or, to the extent practicable, in any material discussions with any Governmental Authority with respect to such Required Governmental Approvals; (iv) SEE and Buyer shall keep each other apprised of the Assetsstatus of matters relating to the completion of the transactions contemplated by this Agreement and reasonably promptly furnish the other with copies of notices or other material communications (or, in the case of material oral communications, advise the other orally of such communications) between SEE or Buyer or any of their respective Subsidiaries (or their respective representatives and counsel, as well the case may be), and any Governmental Authority with respect to such communications; provided that such materials may be redacted as for a right of use necessary (A) to address good faith legal privilege or confidentiality concerns or (B) to comply with applicable Law, or otherwise shared with Buyer’s external advisors on an “outside-counsel” basis. SEE and easement as to the pipeline(s) and platforms included in the Assets. Buyer shall take reasonably promptly notify each other of any actions reasonably required material inquiries or requests for additional information from any Governmental Authority pursuant to any Regulatory Law, and shall use reasonable best efforts to comply promptly with any such inquiry or request. SEE and Buyer shall permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of Buyer by the MMS other party in connection with, any proposed submissions or written communication to any other regulatory agencies or Governmental Body to obtain all requisite regulatory approvalsAuthority, including including, but not limited to, analyses, presentations, memoranda, briefs, written arguments, opinions, and written proposals, along with any supporting materials; provided, however, that materials may be redacted (1) to remove references concerning the purchase valuation of the Acquired Diversey Assets, the Transferred Diversey Companies, and posting the Diversey Business, as applicable; (2) as necessary to comply with any Contract or applicable Laws or orders; and (3) as necessary to address reasonable attorney-client or other legal privilege concerns, or otherwise shared with Buyer’s external advisors on an “outside-counsel” basis. Each of SEE and Buyer agrees not to participate in any material meeting or material discussion, either in person or by telephone, with any Governmental Authority in connection with the transactions contemplated by this Agreement unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Authority, gives the other party the opportunity to attend and participate. Neither party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement or withdraw its notification and report form pursuant to the HSR Act or any other filing made pursuant to any Regulatory Law unless the other party has given its prior written consent to such extension or delay, such consent not to be unreasonably withheld; (v) Buyer shall, at Buyer’s sole cost, use reasonable best efforts to take, or cause to be taken, any and all bondsactions and use reasonable best efforts to do, supplemental bonds or cause to be done, any and all things necessary, proper or advisable to obtain all Required Governmental Approvals in connection with the consummation of the transactions contemplated by this Agreement on the terms and conditions herein, as promptly as practicable. Without limiting the foregoing, Buyer shall proffer to, and shall use reasonable best efforts to: (A) sell or otherwise dispose of, or hold separate and agree to sell or otherwise dispose of, specific assets or categories of assets or businesses of the Transferred Diversey Companies and any of their Subsidiaries; (B) terminate any existing relationships and contractual rights and obligations of the Transferred Diversey Companies or any Subsidiaries or any Diversey Share Buyers or Diversey Asset Buyers; (C) amend or terminate existing licenses or other securities which may be required of Buyer pursuant to 30 CFR Parts 250 Intellectual Property agreements and 256 in excess of any existing lease, pipeline enter into new licenses or area-wide bond(s). Until all other Intellectual Property agreements of the governmental approvals Transferred Diversey Companies or any Subsidiaries or any Diversey Share Buyers or Diversey Asset Buyers; (D) make any behavioral commitments, whether or not they limit or modify the Diversey Share Buyers’, Diversey Asset Buyers’, Transferred Diversey Companies’ or any Subsidiaries’ rights of ownership in, or ability to conduct the business of, one or more of the operations, divisions, businesses, product lines, customers, or assets of the Transferred Diversey Companies or Diversey Business; and (E) enter into agreements, including with the relevant Governmental Authority, giving effect to the foregoing clauses (A) through (D), in each case, as promptly as possible (but in any event at least five (5) Business Days prior to the Outside Date) after it is reasonably determined that such action is reasonably necessary to obtain approval for consummation of the transactions contemplated by this Agreement by any Governmental Authority. In furtherance of the foregoing, Buyer shall keep SEE reasonably informed of all matters, discussions, and activities relating to any of the matters described in or contemplated by clauses (A) through (D) of this Section 5.3(b)(v); and (vi) without limiting Section 5.3(b)(v), each of SEE and Buyer, in the event that any permanent or preliminary injunction or other order is entered in any proceeding brought by any Governmental Authority that would make consummation of the acquisition of the Diversey Shares or the other transactions contemplated hereby in accordance with the terms of this Agreement unlawful or that would prevent or delay consummation of the acquisition of the Diversey Shares or the other transactions contemplated by this Agreement, shall use its reasonable best efforts to vacate, modify, or suspend such injunction or order so as to permit such consummation on a schedule as close as possible to that contemplated by this Agreement unless, by mutual agreement, SEE and Buyer decide that litigation is not in their respective best interests. (c) During the period from the date of this Agreement until the earlier of the termination of this Agreement or the Closing Date (or with respect to the assignments described applicable entities or assets, such later date on which all transfers of the Transferred Diversey Companies contemplated by Section 5.16 have been completed), except as required by this Agreement, Buyer and its Affiliates shall not, without the prior written consent of SEE, engage in this Section 17.1 are obtainedor enter into any transaction that would reasonably be expected to have a Buyer Material Adverse Effect. Without limiting the generality of the foregoing, howevernone of Buyer, the following Subsidiaries of Buyer, or their respective Affiliates shall, and none of the foregoing shall occur: 17.1.1 As necessarycause any Person to, Seller shall continue acquire (whether by merger, consolidation, stock or asset purchase or otherwise), or agree to hold record title to the Assets as nominee for Buyer; 17.1.2 Buyer's indemnity under Section 13.3.1 shall include so acquire, any and all Claims, costs and expenses assets of or any equity of any kind other Person or character relating any business or division thereof, if that acquisition or agreement would reasonably be expected to such Assets accruing after Closing; 17.1.3 Seller shall act as Buyer's nominee but materially delay or prevent the consummation of the transactions contemplated by this Agreement. This Section 5.3 shall be authorized to act only upon and in accordance with Buyer's specific written instructions, and Seller shall have no authority, responsibility or discretion to perform any tasks or functions ’s sole obligations with respect to the Assets other than those which are purely administrative or ministerial in nature, unless otherwise specifically requested and authorized by Buyer in writing; and 17.1.4 Buyer shall continue to maintain and provide at its cost the insurance coverages with minimum limits of liability as set forth in Section 10.1.5 of this Agreementapprovals required under Regulatory Laws.

Certain Governmental Approvals. Seller shall cooperate with Buyer and Buyer will use all commercially reasonable efforts after Closing to obtain the unconditional approval by the MMS, the BLM and the SMB of the assignments and conveyances of lease(s) attached hereto as Exhibits "B-1", "B-2", "B-4", "B-5", "B-6" and "B-7". In the event Buyer operates or is elected successor operator under that (x) all conditions ------------------------------ to the operating agreements applicable to any closing of the Leasestransactions contemplated by the UCI Stock Purchase Agreement have been satisfied or, if applicable, Buyer also obligates itself to make application to the MMS to qualify or continue extent permitted, waived (if any further qualification is necessary or required by MMS) as operator with respect subject to the Assets, as well as for a right of use and easement as to the pipeline(s) and platforms included limitation on waivers contained in the Assets. Buyer shall take any actions reasonably required of Buyer by equity commitment letters referred to below), and (y) the MMS Investors are obligated to fund the Company in accordance with their respective equity commitment letters, dated July 21, 1999, delivered to Universal Studios, Inc. but for the fact that one or any other regulatory agencies or Governmental Body more Investors have failed to obtain receive all requisite regulatory approvals, including but including, without limitation, any required by the HSR Act (a "Regulatory Issue"), and such Regulatory Issue would ---------------- not limited to, be present if the purchase and posting of any and all bonds, supplemental bonds Investor acquired some or other securities which may be required of Buyer pursuant to 30 CFR Parts 250 and 256 in excess of any existing lease, pipeline or area-wide bond(s). Until all of the governmental approvals with respect Company securities to be issued to it in the form of non-voting securities, then each Investor shall nonetheless be required to close its investment in the Company, subject to the assignments described in this Section 17.1 are obtained, howeverfollowing adjustments: (a) each Investor with a Regulatory Issue shall determine the greatest number of voting securities ("Voting Securities") that it can ----------------- acquire measured as a ratio of (i) the number of Voting Securities that the Investor may acquire without causing a Regulatory Issue to (ii) the total number of such securities that the Investor is required to purchase hereunder (such ratio, the following "Voting Ratio"); (b) if it has not already done so, the Company shall occur: 17.1.1 As necessary------------ authorize non-voting securities that are otherwise identical in all substantive respects to its related Voting Securities and in any event in form and substance reasonably satisfactory to each Investor, Seller and are convertible into such Voting Securities on a share-for-share basis at the election of the holder (the "Non- --- Voting Shares"); (c) each Investor shall continue then close its investment in the ------------- Company and pay the aggregate cash purchase price due and payable at Closing, whereupon the Company will issue to hold record title each Investor that was otherwise to the Assets as nominee for Buyer; 17.1.2 Buyer's indemnity under Section 13.3.1 shall include any have acquired Voting Securities a combination of Voting Securities and all Claims, costs and expenses of any kind or character relating to such Assets accruing after Closing; 17.1.3 Seller shall act as Buyer's nominee but shall be authorized to act only upon and Non-Voting Securities in accordance with Buyer's specific written instructionsthe Voting Ratio; and (d) each Investor will be deemed to have covenanted and agreed with each other Investor not to convert any Non-Voting Shares into Voting Shares unless each Investor has resolved its Regulatory Issue and all shares can be so converted by all Investors. Each Investor agrees that it will keep the Company and each other Investor apprised of the status of any Regulatory Issue applicable to it, and Seller shall have no authority, responsibility or discretion such advice to perform any tasks or functions with respect to the Assets other than those which are purely administrative or ministerial be confirmed in nature, unless otherwise specifically requested and authorized by Buyer in writing; and 17.1.4 Buyer shall continue to maintain and provide at its cost the insurance coverages with minimum limits of liability as set forth in Section 10.1.5 of this Agreementwriting upon request.