Common use of Mutual Covenants Regarding the Arrangement Clause in Contracts

Mutual Covenants Regarding the Arrangement. From the date of this Agreement until the Effective Date or termination of this Agreement, each of Purchaser and Western will use its reasonable commercial efforts to: (i) satisfy (or cause the satisfaction of) the conditions precedent to its obligations (and those of any of its subsidiaries) hereunder; (ii) not take, or cause to be taken, any action or cause anything to be done that would cause such obligations not to be fulfilled in a timely manner; and (iii) take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under Applicable Laws to complete the Arrangement, including using reasonable commercial efforts: (a) to ensure that the Information Circular provides Western Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters before them, and, in that regard, the Information Circular will set out the Purchaser Information in the form approved by Purchaser and the Western Information in the form approved by Western and shall include, without limitation: (i) any financial statements in respect of prior acquisitions made by Western that are required to be included therein in accordance with Applicable Laws; (ii) the unanimous determination of the Western Board of Directors that the Arrangement is fair to Western Shareholders and is in the best interests of Western and Western Shareholders, and include the unanimous recommendation of the Western Board of Directors that the Western Shareholders vote in favour of the consideration in respect of the Arrangement Resolution; and (iii) the fairness opinions of Western’s financial advisors that the consideration in respect of the Arrangement is fair, from a financial point of view, to Western Shareholders; (b) to, on or before the Effective Date, cause confirmations of employment to be made to the Continuing Employees pursuant to the provisions of Section 2.6(b); (c) to obtain all necessary consents, assignments, waivers and amendments to or terminations of any agreements and take such measures as may be appropriate to fulfill its obligations hereunder and to carry out the transactions contemplated hereby; (d) to effect all necessary registrations, filings and submissions of information requested by Governmental Authorities required to be effected by it in connection with the Arrangement; (e) reasonably cooperate with the other Party and its tax advisors in structuring the Arrangement and other transactions contemplated to occur in conjunction with the Arrangement in a tax effective manner and making such amendments to this Agreement or the Plan of Arrangement, as the other Party and its tax advisors shall consider necessary acting reasonably, including any amendments required as a result of the planning and implementation of the matters set forth in Section 3.3(ff) and assist the other Party and its tax advisors in making such investigations and inquiries with respect to such Party in that regard, as the other Party and its tax advisors shall consider necessary, acting reasonably, provided that Western shall not be obligated to consent or agree to any structuring contemplated by this Section 3.4(e) that has the effect of reducing the consideration to be received under the Arrangement by the Western Shareholders or the tax deferred treatment to such securityholders in respect of the Exchangeable Shares to be received by such securityholders under the ITA; and (f) to cause the Effective Date to occur on or before November 30, 2007 (the “Outside Date”) and to cause the mailing of the Information Circular to Western Shareholders to occur as soon as reasonably practicable following the date hereof and in any event by October 1, 2007 (the “Mailing Date”). Each of Purchaser and Western will use its reasonable commercial efforts to cooperate with the other in connection with the performance by the other of their obligations under this Section 3.4 and this Agreement including, without limitation, continuing to provide reasonable access to information and to maintain ongoing communications as between officers of Purchaser and Western, subject in all cases to the Confidentiality Agreement.

Mutual Covenants Regarding the Arrangement. From the date of this Agreement hereof until the Effective Date or termination of this AgreementDate, each of Purchaser Penn West, PWPL, Canetic and Western CRI will use its reasonable commercial efforts to: (i) to satisfy (or cause the satisfaction of) the conditions precedent to its obligations (hereunder and those of any of its subsidiaries) hereunder; (ii) not take, or cause to be taken, any action or cause anything to be done that would cause such obligations not to be fulfilled in a timely manner; and (iii) take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under Applicable Laws to complete the Arrangement, including using reasonable commercial efforts: (a) to ensure that the Information Circular provides Western Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters before themobtain all necessary waivers, and, in that regard, the Information Circular will set out the Purchaser Information in the form approved by Purchaser consents and the Western Information in the form approved by Western and shall include, without limitation: (i) any financial statements in respect of prior acquisitions made by Western that are approvals required to be included therein in accordance with Applicable Laws; (ii) the unanimous determination of the Western Board of Directors that the Arrangement is fair obtained by it from other parties to Western Shareholders loan agreements, leases and is in the best interests of Western and Western Shareholders, and include the unanimous recommendation of the Western Board of Directors that the Western Shareholders vote in favour of the consideration in respect of the Arrangement Resolution; and (iii) the fairness opinions of Western’s financial advisors that the consideration in respect of the Arrangement is fair, from a financial point of view, to Western Shareholdersother contracts; (b) to, not less than one week prior to the Effective Date, agree to the list of Canetic Employees and Penn West Employees who will not be Continuing Employees and the amounts payable in respect of severance obligations to those Canetic Employees and Penn West Employees who will not be Continuing Employees, if any, and to, on or before the Effective Date, cause confirmations of employment to be made to the Continuing Employees pursuant to the provisions of Section 2.6(b)Employees; (c) to, prior to the completion of the Canetic Information Circular, agree on the eight members of the existing Penn West Board of Directors that will remain on the Penn West Board of Directors following the Effective Time, and to agree on the four members of the existing Canetic Board of Directors that will be appointed to the Penn West Board of Directors at the Effective Time, such that the Penn West Board of Directors is comprised of 12 members at the Effective Time, and to disclose the proposed members of the reconstituted Penn West Board of Directors in the Canetic Information Circular; (d) to obtain all necessary consents, assignments, waivers and amendments to or terminations of any agreements instruments and take such measures as may be appropriate to fulfill its obligations hereunder and to carry out the transactions contemplated hereby; (de) to effect all necessary registrations, registrations and filings and submissions of information requested by Governmental Authorities Entities required to be effected by it in connection with the Arrangement; (e) reasonably cooperate with the other Party , and its tax advisors in structuring the Arrangement each of Penn West and other transactions contemplated to occur in conjunction with the Arrangement in a tax effective manner and making such amendments to this Agreement or the Plan of Arrangement, as the other Party and its tax advisors shall consider necessary acting reasonably, including any amendments required as a result of the planning and implementation of the matters set forth in Section 3.3(ff) and assist the other Party and its tax advisors in making such investigations and inquiries with respect to such Party in that regard, as the other Party and its tax advisors shall consider necessary, acting reasonably, provided that Western shall not be obligated to consent or agree to any structuring contemplated by this Section 3.4(e) that has the effect of reducing the consideration to be received under the Arrangement by the Western Shareholders or the tax deferred treatment to such securityholders in respect of the Exchangeable Shares to be received by such securityholders under the ITA; and (f) to cause the Effective Date to occur on or before November 30, 2007 (the “Outside Date”) and to cause the mailing of the Information Circular to Western Shareholders to occur as soon as reasonably practicable following the date hereof and in any event by October 1, 2007 (the “Mailing Date”). Each of Purchaser and Western Canetic will use its reasonable commercial efforts to cooperate with the other in connection with the performance by the other of their obligations under this Section 3.4 and this Agreement 3.3 including, without limitation, continuing to provide reasonable access to information and to maintain ongoing communications as between officers of Purchaser PWPL and WesternCRI, subject in all cases to the Confidentiality AgreementAgreements; (f) reasonably cooperate with the Other Party and its tax advisors in structuring the Arrangement in a tax effective manner, and assist the Other Party and its tax advisors in making such investigations and inquiries with respect to such Party in that regard, as the Other Party and its tax advisors shall consider necessary, acting reasonably, provided that Canetic shall not be obligated to consent or agree to any structuring that has the effect of reducing the consideration to be received under the Arrangement by the Canetic Unitholders; (g) cause the mailing of the Canetic Information Circular to the Canetic Unitholders to occur as soon as reasonably practicable following the date hereof and in any event by December 28, 2007; and (h) to amend the Plan of Arrangement prior to the Effective Time: (i) to eliminate Titan from any of the steps in the Plan of Arrangement or eliminate steps in the Plan of Arrangement involving Titan, as applicable, if Titan is not as at the Effective Time, a wholly-owned subsidiary of Canetic; and (ii) to eliminate 1336953 Alberta Ltd. and VEI from any of the steps in the Plan of Arrangement or eliminate steps in the Plan of Arrangement involving 1336953 Alberta Ltd. and VEI, as applicable, if 1336953 Alberta Ltd. and VEI are not as at the Effective Time, wholly-owned subsidiaries of PWPL; provided that such amendment must be set out in writing and filed with the Court.

Mutual Covenants Regarding the Arrangement. From the date of this Agreement hereof until the Effective Date or termination of this AgreementDate, each of Purchaser Penn West, PWPL, Petrofund and Western PC will use its reasonable commercial efforts to: (i) to satisfy (or cause the satisfaction of) the conditions precedent to its obligations (hereunder and those of any of its subsidiaries) hereunder; (ii) not take, or cause to be taken, any action or cause anything to be done that would cause such obligations not to be fulfilled in a timely manner; and (iii) take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under Applicable Laws to complete the Arrangement, including using reasonable commercial efforts: (a) to ensure that the Information Circular provides Western Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters before themobtain all necessary waivers, and, in that regard, the Information Circular will set out the Purchaser Information in the form approved by Purchaser consents and the Western Information in the form approved by Western and shall include, without limitation: (i) any financial statements in respect of prior acquisitions made by Western that are approvals required to be included therein in accordance with Applicable Laws; (ii) the unanimous determination of the Western Board of Directors that the Arrangement is fair obtained by it from other parties to Western Shareholders loan agreements, leases and is in the best interests of Western and Western Shareholders, and include the unanimous recommendation of the Western Board of Directors that the Western Shareholders vote in favour of the consideration in respect of the Arrangement Resolution; and (iii) the fairness opinions of Western’s financial advisors that the consideration in respect of the Arrangement is fair, from a financial point of view, to Western Shareholdersother contracts; (b) to, not less than one week prior to the Effective Date, agree to the list of ExploreCo Offered Employees and the Continued Employees and the amounts payable in respect of severance obligations to those Petrofund Employees who will not be ExploreCo Offered Employees or Continued Employees, if any and to, on or before the Effective Date, cause offers or confirmations of employment employment, as applicable, to be made to the Continuing ExploreCo Offered Employees pursuant to and the provisions of Section 2.6(b)Continued Employees, as applicable; (c) to identify up to three nominees (the “Petrofund Nominees”) from the current board of directors of PC to be elected to the board of directors of PWPL and to include as part of the Merger Resolution submitted to the Penn West Unitholders for approval, a resolution to elect such Petrofund Nominees to the board of PWPL; (d) to obtain all necessary consents, assignments, waivers and amendments to or terminations of any agreements instruments and take such measures as may be appropriate to fulfill its obligations hereunder and to carry out the transactions contemplated hereby; (de) to effect all necessary registrations, registrations and filings and submissions of information requested by Governmental Authorities Entities required to be effected by it in connection with the Arrangement, and each of Penn West and Petrofund will use its reasonable commercial efforts to cooperate with the other in connection with the performance by the other of their obligations under this Section 3.3 including, without limitation, continuing to provide reasonable access to information and to maintain ongoing communications as between officers of PWPL and PC, subject in all cases to the Confidentiality Agreement; (ef) reasonably cooperate with the other Party and its tax advisors in structuring the Arrangement and other transactions contemplated to occur in conjunction with the Arrangement in a tax effective manner and making such amendments (including the use of a corporation with existing tax losses to this Agreement or the Plan of Arrangementact as ExploreCo), as the other Party and its tax advisors shall consider necessary acting reasonably, including any amendments required as a result of the planning and implementation of the matters set forth in Section 3.3(ff) and assist the other Party and its tax advisors in making such investigations and inquiries with respect to such Party in that regard, as the other Party and its tax advisors shall consider necessary, acting reasonably, provided that Western such Party shall not be obligated to consent or agree to any structuring contemplated by this Section 3.4(e) that has the effect of reducing the consideration to be received under the Arrangement by the Western Shareholders or the tax deferred treatment to such securityholders in respect any of the Exchangeable Shares to be received by such securityholders under the ITA; andits securityholders; (fg) to cause the Effective Date to occur on or before November 30, 2007 (the “Outside Date”) and use their reasonable commercial efforts to cause the mailing of the Information Circular to Western Shareholders their respective securityholders (the “Mailing Date”) to occur as soon as reasonably practicable following the date hereof and in any event by October 1May 26, 2007 2006; and (the “Mailing Date”). Each of Purchaser and Western will h) use its their reasonable commercial efforts to cooperate with obtain approval for the other in connection with listing on the performance by TSX of the other of their obligations under this Section 3.4 and this Agreement including, without limitation, continuing to provide reasonable access to information and to maintain ongoing communications as between officers of Purchaser and Western, subject in all cases ExploreCo Common Shares issuable pursuant to the Confidentiality AgreementArrangement, the ExploreCo Incentive Plan and the ExploreCo Private Placement Warrants.

Mutual Covenants Regarding the Arrangement. From the date of this Agreement until the Effective Date or termination of this Agreement, each of Purchaser Purchaser, Newco and Western QAT will use its reasonable commercial efforts to: (i) satisfy (or cause the satisfaction of) the conditions precedent to its obligations (and those of any of its subsidiaries) hereunder; (ii) not take, or cause to be taken, any action or cause anything to be done that would cause such obligations not to be fulfilled in a timely manner; and (iii) take, or cause to be taken, all other action actions and to do, or cause to be done, all other things necessary, proper or advisable under Applicable Laws to complete the Arrangement, including using reasonable commercial efforts: (a) to ensure that the Information Circular provides Western QAT Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters before them, and, in that regard, the Information Circular will set out the Purchaser Information in the form approved by Purchaser and Newco and the Western QAT Information in the form approved by Western QAT and shall include, without limitation: (i) any financial statements in respect of prior acquisitions made by Western (including pro forma financial statements) that are required to be included therein in accordance with Applicable Laws; (ii) the unanimous determination of the Western QAT Board of Directors by all of the directors present and entitled to vote at the meeting of the QAT Board of Directors that the Arrangement is fair fair, from a financial point of view, to Western QAT Shareholders and is in the best interests of Western QAT and Western Shareholders, QAT Shareholders (and include the unanimous recommendation of the Western QAT Board of Directors that the Western QAT Shareholders vote in favour of the consideration in respect of the Arrangement Resolution); and (iii) the written fairness opinions opinion of Western’s QAT's financial advisors advisor that the consideration in respect of the Arrangement is fair, from a financial point of view, to Western QAT Shareholders; (b) to, on or before the Effective Date, cause confirmations of employment to be made to the Continuing Employees pursuant to the provisions of Section 2.6(b); (c) to obtain all necessary consents, assignments, waivers and amendments to or terminations of any agreements and take such measures as may be appropriate to fulfill its obligations hereunder and to carry out the transactions contemplated hereby; (dc) to effect all necessary registrations, filings and submissions of information requested by Governmental Authorities required to be effected by it in connection with the Arrangement; (ed) reasonably cooperate with the other Party and its tax advisors in structuring the Arrangement and other transactions contemplated to occur in conjunction with the Arrangement in a tax effective manner and making such amendments to this Agreement or the Plan of Arrangement, as the other Party and its tax advisors shall consider necessary necessary, acting reasonably, including any amendments required as a result of the planning and implementation of the matters set forth in Section 3.3(ff) and assist the other Party and its tax advisors in making such investigations and inquiries with respect to such Party in that regard, as the other Party and its tax advisors shall consider necessary, acting reasonably, provided that Western QAT shall not be obligated to consent or agree to any structuring contemplated by this Section 3.4(esubsection 3.4(d) that has the effect of reducing the consideration to be received under the Arrangement by the Western Shareholders or the tax deferred treatment to such securityholders in respect of the Exchangeable Shares to be received by such securityholders under the ITAQAT Shareholders; and (fe) subject to receipt of required regulatory and court approvals, to cause the Effective Date to occur on or before November 30December 31, 2007 2012 (the “"Outside Date”") and and, subject to receipt of required regulatory approvals, to cause the mailing of the Information Circular to Western QAT Shareholders to occur as soon as reasonably practicable following the date hereof and in any event by October 115, 2007 2012 (the “"Mailing Date”"). Each of Purchaser Purchaser, Newco and Western QAT will use its reasonable commercial efforts to cooperate with the other in connection with the performance by the other of their obligations under this Section 3.4 and this Agreement including, without limitation, continuing to provide reasonable access to information and to maintain ongoing communications as between officers of Purchaser and WesternQAT, subject in all cases to the Confidentiality Agreement.

Mutual Covenants Regarding the Arrangement. From the date hereof until the earlier of the completion of the Arrangement and the termination of this Agreement until the Effective Date or termination of this Agreementin accordance with Article 8, each of Purchaser and Western will Party shall: (a) use its reasonable commercial efforts to: to complete the Arrangement on March 31, 2021 or as soon thereafter as reasonably practicable and, in any event, by no later than the Outside Date; (ib) use its reasonable commercial efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations (hereunder and those of any of its subsidiaries) hereunder; (ii) not take, or cause to be taken, any action or cause anything to be done that would cause such obligations not to be fulfilled in a timely manner; and (iii) take, or cause to be taken, all other action actions and to do, or cause to be done, all other things necessary, proper or advisable under Applicable Laws to complete the Arrangement, including using its reasonable commercial effortsefforts to: (a) to ensure that the Information Circular provides Western Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters before them, and, in that regard, the Information Circular will set out the Purchaser Information in the form approved by Purchaser and the Western Information in the form approved by Western and shall include, without limitation: (i) any financial statements in respect of prior acquisitions made by Western that are obtain all necessary waivers, consents and approvals required to be included therein in accordance with Applicable Laws; obtained by it from other parties to loan agreements, leases and other contracts; (ii) the unanimous determination of the Western Board of Directors that the Arrangement is fair to Western Shareholders and is in the best interests of Western and Western Shareholders, and include the unanimous recommendation of the Western Board of Directors that the Western Shareholders vote in favour of the consideration in respect of the Arrangement Resolution; and (iii) the fairness opinions of Western’s financial advisors that the consideration in respect of the Arrangement is fair, from a financial point of view, to Western Shareholders; (b) to, on or before the Effective Date, cause confirmations of employment to be made to the Continuing Employees pursuant to the provisions of Section 2.6(b); (c) to obtain all necessary consents, assignments, waivers and amendments to or terminations of any agreements instruments and take such measures as may be appropriate to fulfill its obligations hereunder and to carry out the transactions contemplated herebyby this Agreement; and (iii) upon reasonable consultation with the other Party, oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement; (dc) use its reasonable commercial efforts to obtain all necessary waivers, consents and approvals required to be obtained by it in connection with the Arrangement from Governmental Authorities and effect all necessary registrations, registrations and filings and submissions the submission of all information requested by Governmental Authorities required to be effected by it in connection with the Arrangement including, without limitation, the Glacier Share Issuance Approval; (d) cooperate with each other in taking, or causing to be taken, all actions necessary to delist the GVIC Shares from the TSX in accordance with the policies and procedures of the TSX following completion of the steps set out in the Plan of Arrangement;; provided, however, that such delisting will not be effective until after the Effective Time; and (e) reasonably cooperate with the other Party and its tax advisors in structuring the Arrangement and other transactions contemplated to occur in conjunction with the Arrangement in a tax effective manner and making such amendments to this Agreement or the Plan of Arrangement, as the other Party and its tax advisors shall consider necessary acting reasonably, including any amendments required as a result of the planning and implementation of the matters set forth in Section 3.3(ff) and assist the other Party and its tax advisors in making such investigations and inquiries with respect to such Party in that regard, as the other Party and its tax advisors shall consider necessary, acting reasonably, provided that Western shall not be obligated to consent or agree to any structuring contemplated by this Section 3.4(e) that has the effect of reducing the consideration to be received under the Arrangement by the Western Shareholders or the tax deferred treatment to such securityholders in respect of the Exchangeable Shares to be received by such securityholders under the ITA; and (f) to cause the Effective Date to occur on or before November 30, 2007 (the “Outside Date”) and to cause the mailing of the Information Circular to Western Shareholders to occur as soon as reasonably practicable following the date hereof and in any event by October 1, 2007 (the “Mailing Date”). Each of Purchaser and Western will use its reasonable commercial efforts to cooperate with the other Party in connection with the performance by the other Party of their obligations under this Section 3.4 and this Agreement 3.3 including, without limitation, continuing to provide the other Party with a reasonable access opportunity to information review and comment on all filings and material correspondence with and to Governmental Authorities and to promptly provide final copies thereof to the other Party once filed or given, to promptly provide the other Party with all approvals and material notices and correspondence received from Governmental Authorities, and to maintain ongoing communications as between officers representatives of Purchaser and Western, subject the Parties in all cases to respect of the Confidentiality AgreementRegulatory Approvals.