Common use of Cooperation in Connection with Regulatory Filings Clause in Contracts

Cooperation in Connection with Regulatory Filings. Prior to, and for a period of one year following the Closing, Seller shall, and shall cause its Affiliates and their respective officers, employees and advisors to, provide reasonable cooperation to Buyer, its Affiliates and their representatives in connection with any filings that may be required by the Securities and Exchange Commission (the “SEC”) or otherwise under securities laws applicable to Buyer’s indirect parent, Energy XXI Acquisition Corporation (Bermuda) Limited (“Buyer Parent”), including the filing by Buyer Parent with the SEC of one or more registration statements to register any securities of Buyer Parent under the Securities Act of 1933 (the “Securities Act”) or of any report required to be filed by Buyer Parent under the Securities Exchange Act of 1934 (the “Exchange Act”, and together with the Securities Act, the “Securities Laws”) (collectively, the “Filings”). Further, prior to and for a period of one year following the Closing, Seller agrees to make available to Buyer and its Affiliates and their representatives any and all books, records, information and documents that are attributable to the Assets and Target Entities in Seller’s or its Affiliates’ possession reasonably required by Buyer, its Affiliates and their representatives in order to prepare for Buyer or its Affiliates, if required, in connection with such Filings, financial statements of the Target Entities and the Assets meeting the requirements of Regulation S-X under the Securities Act, along with any documentation attributable to the Assets and Target Entities required to complete any audit associated with such financial statements; provided, however, that notwithstanding anything contained herein to the contrary, in no event shall Buyer have access to nor shall Seller be required to provide Buyer with any books, records, information and documents that relate to either the Excluded Assets (except, if required in connection with the Filings, as it relates to the Excluded Assets that would appear on Target Entities’ balance sheets or otherwise reflected in Target Entities’ financials under U.S. generally accepted accounting principles) or Seller’s consolidated financial statements or any corporate type information even if included in the Target Entities except that Seller will provide such information to Buyer’s auditors to the extent required for Buyer’s auditors to confirm the reasonableness of any allocations made to the Assets; and provided, further, that in no event shall Seller’s reasonable cooperation be deemed to require Seller or its Affiliates to disclose any information contained in any such books, records, information and documents other than as expressly provided herein or as required to enable Buyer to comply with Filings. Without limiting the generality of the foregoing, but subject in all respects to the provisios set forth above, Seller shall, and shall cause its Affiliates to, use their respective commercially reasonable efforts to cooperate with the independent auditors chosen by Buyer Parent (“Buyer’s Auditor”) in connection with any audit by Buyer’s Auditor of any financial statements, balance sheet and statement of cash flows of the Assets and the Target Entities that Buyer Parent or any of its Affiliates requires to comply with the requirements of the Securities Laws with respect to any Filings. Buyer will reimburse Seller, within three (3) business days after demand in writing therefor, for any reasonable out-of-pocket costs incurred by Seller in complying with the provisions of this Section 8.06. For a period of three years following the Closing, Seller shall, and shall cause it Affiliates to, retain all books, records, information and documents in its or its Affiliates’ possession that are necessary to prepare and audit financial statements with respect to the Target Entities and the Assets. Notwithstanding anything contained herein to the contrary, (i) neither Seller nor Seller’s Affiliates shall be required to provide any comfort or representations regarding the accuracy or completeness of any of the information provided to Buyer or Buyer’s Auditors pursuant to this Section 8.06, and (ii) Buyer and/or Buyer’s Parent and their respective representatives shall first use all commercially reasonable efforts to make the filing using revenue and expense statements of the Assets without the involvement of Seller; provided that if the SEC or other Governmental Authority does not accept such statements to be delivered with the Filings, Seller will provide the cooperation and information to the extent required hereunder.

Cooperation in Connection with Regulatory Filings. Prior to(a) From and after the date hereof, and for a period of one year following the Closing, Seller Sellers shall, and until Closing shall cause its Affiliates and their respective officers, employees and advisors the Companies to, provide reasonable cooperation assistance, at Purchaser's expense, to Buyer, Purchaser and its Affiliates auditors and their other representatives in connection with any regulatory filings, tax filings, other filings with any Governmental Authority and filings that may be required by the Securities and Exchange Commission (the “"SEC”) or otherwise under securities laws applicable to Buyer’s indirect parent, Energy XXI Acquisition Corporation (Bermuda) Limited (“Buyer Parent”), including the filing by Buyer Parent with the SEC of one or more registration statements to register any securities of Buyer Parent under the Securities Act of 1933 (the “Securities Act”) or of any report required to be filed by Buyer Parent under the Securities Exchange Act of 1934 (the “Exchange Act”, and together with the Securities Act, the “Securities Laws”") (collectively, the “"Filings”"). Further. (b) If, after Closing Purchaser is required to provide audited financial statements for the Companies, Sellers shall, prior to and for a period of one year following the Closing, Seller agrees provide reasonable assistance to make available Purchaser in preparing statements of revenues and direct operating expenses for the Companies for up to Buyer and its Affiliates and their representatives any the most recent two (2) fiscal years ending prior to the Closing Date and all booksnotes and schedules related thereto. If requested prior to Closing, recordsSellers or officers of the Companies shall execute and deliver to Purchaser’s auditor KPMG, information (“Auditor”) an engagement letter and documents that are attributable representation letters (in form and substance customary for representation letters provided by management to external audit firms) related to the Assets and Target Entities in Seller’s or its Affiliates’ possession audited financial statements contemplated by this Section 4.4(b) as may be reasonably required by Buyer, its Affiliates and their representatives in order to prepare for Buyer or its Affiliates, if required, in connection with such Filings, financial statements of the Target Entities and the Assets meeting the requirements of Regulation S-X under the Securities Act, along with any documentation attributable to the Assets and Target Entities required to complete any audit associated with such financial statementsAuditor; provided, however, that notwithstanding anything contained herein Purchaser shall provide customary indemnity for any Seller or officer or employee of the Companies executing and delivering such representation letters to the contrary, in no event Auditor. (c) Purchaser shall Buyer have access to nor shall Seller be required to provide Buyer with any books, records, information and documents that relate to either the Excluded Assets (except, if required in connection with the Filings, as it relates to the Excluded Assets that would appear on Target Entities’ balance sheets or otherwise reflected in Target Entities’ financials under U.S. generally accepted accounting principles) or Seller’s consolidated financial statements or any corporate type information even if included in the Target Entities except that Seller will provide such information to Buyer’s auditors to the extent required promptly reimburse Sellers for Buyer’s auditors to confirm the reasonableness of any allocations made to the Assets; and provided, further, that in no event shall Seller’s reasonable cooperation be deemed to require Seller or its Affiliates to disclose any information contained in any such books, records, information and documents other than as expressly provided herein or as required to enable Buyer to comply with Filings. Without limiting the generality of the foregoing, but subject in all respects to the provisios set forth above, Seller shall, and shall cause its Affiliates to, use their respective commercially reasonable efforts to cooperate with the independent auditors chosen by Buyer Parent (“Buyer’s Auditor”) in connection with any audit by Buyer’s Auditor of any financial statements, balance sheet and statement of cash flows of the Assets and the Target Entities that Buyer Parent or any of its Affiliates requires to comply with the requirements of the Securities Laws with respect to any Filings. Buyer will reimburse Seller, within three (3) business days after demand in writing therefor, for any reasonable out-of-pocket costs expenses incurred by Seller in complying with the provisions of this Section 8.06. For a period of three years following the Closing, Seller shall, and shall cause it Affiliates to, retain all books, records, information and documents in its or its Affiliates’ possession that are necessary to prepare and audit financial statements with respect to the Target Entities and the Assets. Notwithstanding anything contained herein to the contrary, (i) neither Seller nor Seller’s Affiliates shall be required to provide any comfort or representations regarding the accuracy or completeness of any of the information provided to Buyer or Buyer’s Auditors Sellers pursuant to this Section 8.064.4. (d) All of the information and cooperation provided by Sellers and/or the Companies and or Affiliates of the Companies, and (ii) Buyer and/or Buyer’s Parent the officers and employees of such Affiliates, pursuant to this Section 4.4, is given without any representation or warranty, express or implied, and neither Sellers, the Companies, the Companies’ Affiliates nor their officers or employees shall have any liability or responsibility with respect thereto. Purchaser hereby releases, remises and forever discharges Sellers, the officers of the Companies, the Companies Affiliates and the officers and employees of such Affiliates from any and all suits, legal or administrative proceedings, claims, demands, damages, losses, costs, liabilities, interest, or causes of action whatsoever, in law or in equity, known or unknown, which Purchaser might now or subsequently may have, based on, relating to or arising out of Sellers', the Companies the Companies’ officers or the Companies Affiliates obligations pursuant to this Section 4.4, including but not limited to the provision of any information. From and after Closing, Purchaser and the Companies shall, jointly and severally, indemnify, defend and hold harmless the Sellers, the former officers of the Companies and the Affiliates of the Companies and their respective representatives shall first use officers and employees from and against any and all commercially claims, liabilities, losses, costs and expenses (including court costs and reasonable efforts attorneys' fees), arising out of or relating to make Sellers' obligations pursuant to this Section 4.4 including but not limited to the filing using revenue and expense statements provision of the Assets without information required hereunder, even if caused in whole or in part by the involvement of Seller; provided that if the SEC negligence (whether sole, joint or concurrent), strict liability or other Governmental Authority does not accept such statements to be delivered with the Filings, Seller will provide the cooperation and information to the extent required hereunderlegal fault of any indemnified Person.

Cooperation in Connection with Regulatory Filings. Prior toFrom and after the date hereof, and for a period of one year following the Closing, Seller Sellers shall, and shall cause its Affiliates the Companies and their respective officers, employees Affiliates and advisors and representatives to, provide reasonable cooperation cooperation, at Purchaser’s expense, to BuyerPurchaser, its Affiliates and their representatives in connection with any regulatory filings, tax filings, other filings with any Governmental Authority and filings that may be required by the Securities and Exchange Commission (the “SEC”) or otherwise under securities laws applicable to Buyer’s indirect parent, Energy XXI Acquisition Corporation (Bermuda) Limited (“Buyer Parent”), including the filing by Buyer Parent Purchaser with the SEC of one or more registration statements to register any securities of Buyer Parent Purchaser under the Securities Act of 1933 (the “Securities Act”) or of any report required to be filed by Buyer Parent Purchaser under the Securities Exchange Act of 1934 (the “Exchange Act”, and together with the Securities Act, the “Securities Laws”) (collectively, the “Filings”). Further, prior to from and for a period of one year following after the Closingdate hereof, Seller agrees the Sellers agree to make available to Buyer Purchaser and its Affiliates and their representatives any and all books, records, information and documents that are attributable related to the Assets Companies and Target Entities are in Seller’s Sellers’ or its their Affiliates’ possession reasonably required by BuyerPurchaser, its Affiliates and their representatives in order to prepare for Buyer Purchaser or its Affiliates, if required, in connection with such Filings, financial statements of the Target Entities and the Assets Companies meeting the requirements of Regulation S-X under the Securities Act, along with any documentation attributable to the Assets and Target Entities Companies required to complete any audit associated with such financial statements; provided, however, that notwithstanding anything contained herein to the contrary, in no event shall Buyer have access to nor shall Seller be required to provide Buyer with any books, records, information and documents that relate to either the Excluded Assets (except, if required in connection with the Filings, as it relates to the Excluded Assets that would appear on Target Entities’ balance sheets or otherwise reflected in Target Entities’ financials under U.S. generally accepted accounting principles) or Seller’s consolidated financial statements or any corporate type information even if included in the Target Entities except that Seller will provide such information to Buyer’s auditors to the extent required for Buyer’s auditors to confirm the reasonableness of any allocations made to the Assets; and provided, further, that in no event shall Seller’s reasonable cooperation be deemed to require Seller or its Affiliates to disclose any information contained in any such books, records, information and documents other than as expressly provided herein or as required to enable Buyer to comply with Filings. Without limiting the generality of the foregoing, but subject in all respects to the provisios set forth above, Seller Sellers shall, and shall cause its their employees, consultants and Affiliates to, use their respective commercially reasonable efforts to cooperate with the independent auditors chosen by Buyer Parent Purchaser (“BuyerPurchaser’s Auditor”) in connection with any audit by BuyerPurchaser’s Auditor of any financial statements, balance sheet and statement of cash flows of the Assets and the Target Entities Companies that Buyer Parent or any of its Affiliates Purchaser requires to comply with the requirements of the Securities Laws with respect to any Filings. Buyer will Purchaser shall reimburse Seller, within three (3) business days after demand in writing therefor, Sellers and/or the Companies for any reasonable out-of-pocket all costs incurred by Seller in complying with the provisions of this Section 8.06. For a period of three years following the Closing, Seller shall, and shall cause it Affiliates to, retain all books, records, information and documents in its or its Affiliates’ possession that are necessary to prepare and audit financial statements with respect to the Target Entities and the Assets. Notwithstanding anything contained herein to the contrary, (i) neither Seller nor Seller’s Affiliates shall be required to provide any comfort or representations regarding the accuracy or completeness of any of the information provided to Buyer or Buyerthem in assisting Purchaser, its representatives and Purchaser’s Auditors pursuant to this Section 8.06, and (ii) Buyer and/or Buyer’s Parent and their respective representatives shall first use all commercially reasonable efforts to make the filing using revenue and expense statements of the Assets without the involvement of Seller; provided that if the SEC or other Governmental Authority does not accept such statements to be delivered with the Filings, Seller will provide the cooperation and information to the extent required hereunderAuditor.