Closing Closing Conditions and Closing Deliveries. 39 5.1 Time and Place of Closing and Efforts to Fulfill Closing Conditions 39 5.2 Vendors’ Closing Conditions 39 5.3 Purchaser’s Closing Conditions 40 5.4 Closing Deliveries by Vendor 41 5.5 Closing Deliveries of the Purchaser 42 5.6 Form of Deliveries at Closing 43 ARTICLE 6 PRE-CLOSING PERIOD MATTERS 43 6.1 Pre-Closing Transactions 43 6.2 WCBU Assets to be Maintained 43 6.3 FCCL Partnership Matters 44 6.4 Restrictions on Conduct of Business 44 6.5 Interim Period Notices and Obligations of the Purchaser 45 6.6 Regulatory Hearings 46 6.7 Negotiation of Interim Period Agreements 46 6.8 Insurance by Purchaser 46 6.9 Required Approvals 47 6.10 Financing and Continuous Disclosure 49 6.11 Anti-Sandbagging 50 6.12 Other Prohibited Activities - Standstill 51 ARTICLE 7 INFORMATION, PROPRIETARY SEISMIC DATA AND ACCESS TO RECORDS 52 7.1 Technical and Operating Information 52 7.2 Proprietary Seismic Data – Seismic Licence 52 7.3 Partnered Seismic Data and Brokered Seismic Data 52 7.4 Access to Records and Copies 53 ARTICLE 8 PURCHASER’S INSPECTION OF WCBU ASSETS 53 8.1 Vendors to Provide Access 53 8.2 Restrictions on Disclosure 54 8.3 Access Conditions 54 8.4 Title Defects 54 8.5 Environmental Defects 56 8.6 Combined Threshold 57 8.7 Security Interests 58 ARTICLE 9 THIRD PARTY RIGHTS AND CONSENTS 59 9.1 Rights of First Refusal 59 9.2 Consents 61 TABLE OF CONTENTS Page 9.3 Post-Closing Approvals and Consents 62 9.4 Operatorship 62 9.5 Affiliate Contracts 63 ARTICLE 10 REPRESENTATIONS AND WARRANTIES 63 10.1 COPCO and Vendors’ Representations and Warranties 63 10.2 CPCRC’s Representations Regarding the Partnership Interest and Investor Status 69 10.3 No Additional Representations and Warranties by Vendors 70 10.4 Purchaser’s Representations and Warranties 71 10.5 No Additional Representations and Warranties by Purchaser 74 10.6 Enforcement of Representations and Warranties 75 ARTICLE 11 CONVEYANCES AND LICENCE TRANSFERS 75 11.1 Conveyances 75 11.2 Trustee Obligations 76 11.3 Pipeline Licences 76 11.4 Licence and Authorization Transfers 77 ARTICLE 12 LIABILITIES AND INDEMNITIES 79 12.1 COPCO and the Vendors’ Indemnity 79 12.2 Purchaser’s Indemnity 80 12.3 Environmental Indemnity 81 12.4 Indemnification Procedure – Third Party Claims 82 12.5 Limitations on Liability 83 12.6 Sole Remedy 84 12.7 Vendor Liabilities 85 12.8 No Merger 85 12.9 Assumed Claims 85 12.10 No Third Party Rights 85
Closing Closing Conditions and Closing Deliveries
