Common use of Mutual Covenants Regarding the Arrangement Clause in Contracts

Mutual Covenants Regarding the Arrangement. From the date hereof until the Effective Time, each of TargetCo and AcquireCo will use its reasonable commercial efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder and to 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 obtain all necessary consents, assignments, waivers and amendments to or terminations of any loan agreements, leases and other contracts and instruments and take such measures as may be appropriate to fulfill its obligations hereunder and to carry out the transactions contemplated hereby; (b) to effect all necessary registrations and filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the Arrangement, and each of TargetCo and AcquireCo will use its reasonable commercial efforts to cooperate with the Other Party in connection with the performance by the Other Party of its obligations under this Section 3.3 including continuing to provide reasonable access to information and to maintain ongoing communications as between Representatives of AcquireCo and TargetCo, subject in all cases to the TargetCo Confidentiality Agreement; and (c) AcquireCo and TargetCo shall take all such steps and actions as may reasonably be requested by the Other Party and its tax advisors to effect the Arrangement (including the steps of the Arrangement) in a tax effective manner, and, in connection therewith, each Party agrees to assist the Other Party and its tax advisors in making such investigations, inquiries and taking such actions with respect to TargetCo and AcquireCo as the Other Party and its tax advisors shall consider necessary, acting reasonably, provided that TargetCo shall not be obligated to consent or agree to any structuring that has a Material Adverse Effect on TargetCo or which has the effect of reducing the pre-tax consideration, or changing the form of the consideration, to be received under the Arrangement by the TargetCo Securityholders or that requires the approval of the TargetCo Securityholders other than as can be obtained at the TargetCo Meeting, and provided further that the Party proposing the tax related steps and tax related actions (the "Proposing Party") shall be solely responsible for all reasonable costs and expenses related to any such tax related steps and tax related actions taken by the Other Party at the specific request of the Proposing Party and, in the event this Agreement is terminated in any circumstance not requiring payment by TargetCo of the TargetCo Termination Fee contemplated by Section 6.1, the Proposing Party shall indemnify the Other Party for all costs, expenses, liabilities and claims arising solely from or relating solely to any such tax related actions or steps, except to the extent that the liability or claim arises solely due to the Other Party's failure to undertake the steps and actions requested by the Proposing Party in accordance with this Agreement.

Mutual Covenants Regarding the Arrangement. From the date hereof until the Effective TimeDate, each of TargetCo Penn West, PWPL, Petrofund and AcquireCo PC will use its reasonable commercial efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder and to 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 obtain all necessary waivers, consents and approvals required to be obtained by it from other parties to loan agreements, leases and other 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, as applicable, to be made to the ExploreCo Offered Employees and the 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 loan agreements, leases and other contracts and instruments and take such measures as may be appropriate to fulfill its obligations hereunder and to carry out the transactions contemplated hereby; (be) to effect all necessary registrations and filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the Arrangement, and each of TargetCo Penn West and AcquireCo Petrofund will use its reasonable commercial efforts to cooperate with the Other Party other in connection with the performance by the Other Party other of its their obligations under this Section 3.3 including including, without limitation, continuing to provide reasonable access to information and to maintain ongoing communications as between Representatives officers of AcquireCo PWPL and TargetCoPC, subject in all cases to the TargetCo Confidentiality Agreement; and; (cf) AcquireCo and TargetCo shall take all such steps and actions as may reasonably be requested by cooperate with the Other other Party and its tax advisors to effect in structuring the Arrangement (including the steps of the Arrangement) in a tax effective mannermanner (including the use of a corporation with existing tax losses to act as ExploreCo), and, in connection therewith, each Party agrees to and assist the Other other Party and its tax advisors in making such investigations, investigations and inquiries and taking such actions with respect to TargetCo and AcquireCo such Party in that regard, as the Other other Party and its tax advisors shall consider necessary, acting reasonably, provided that TargetCo such Party shall not be obligated to consent or agree to any structuring that has a Material Adverse Effect on TargetCo or which has the effect of reducing the pre-tax consideration, or changing the form of the consideration, consideration to be received under the Arrangement by any of its securityholders; (g) use their reasonable commercial efforts to cause the TargetCo Securityholders or that requires the approval mailing of the TargetCo Securityholders other than as can be obtained at the TargetCo Meeting, and provided further that the Party proposing the tax related steps and tax related actions Information Circular to their respective securityholders (the "Proposing Party"“Mailing Date”) shall be solely responsible to occur as soon as reasonably practicable following the date hereof and in any event by June 2, 2006; and (h) use their reasonable commercial efforts to obtain approval for all reasonable costs and expenses related to any such tax related steps and tax related actions taken by the Other Party at listing on the specific request TSX of the Proposing Party and, in ExploreCo Common Shares issuable pursuant to the event this Agreement is terminated in any circumstance not requiring payment by TargetCo of the TargetCo Termination Fee contemplated by Section 6.1Arrangement, the Proposing Party shall indemnify ExploreCo Incentive Plan, the Other Party for all costs, expenses, liabilities ExploreCo Private Placement and claims arising solely from or relating solely to any such tax related actions or steps, except to the extent that the liability or claim arises solely due to the Other Party's failure to undertake the steps and actions requested by the Proposing Party in accordance with this AgreementExploreCo Warrants.

Mutual Covenants Regarding the Arrangement. From the date hereof until the Effective TimeDate, each of TargetCo Cervus, Cervus GP and AcquireCo Vasogen will use its reasonable commercial efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder and to 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 ArrangementArrangement (provided that neither Cervus nor Cervus GP shall be obligated to take, or cause to be taken, any action or do, or cause to be done, any other thing with respect to the transactions contemplated in the Arrangement to the extent related to the IPC Arrangement Agreement, including using reasonable commercial efforts: (a) to obtain all necessary waivers, consents and approvals required to be obtained by it from other parties to loan agreements, leases and other contracts; (b) to obtain all necessary consents, assignments, waivers and amendments to or terminations of any loan agreements, leases and other contracts and instruments and take such measures as may be appropriate to fulfill its obligations hereunder and to carry out the transactions contemplated hereby; (bc) to prepare and deliver all documents and take all actions required to implement the Arrangement at the Effective Time including, the assignment by Vasogen of all of its assets and the assumption of all of its liabilities to Vasogen Subco, the transfer of the Cervus Units to Vasogen for Vasogen Shares, the transfer of the Cervus GP Shares to Vasogen for Vasogen Shares and the other transactions contemplated in the Plan of Arrangement; (d) to effect all necessary registrations and filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the Arrangement, and each of TargetCo Cervus, Cervus GP and AcquireCo Vasogen will use its reasonable commercial efforts to cooperate with the Other Party others in connection with the performance by the Other Party others of its their obligations under this Section 3.3 including including, without limitation, continuing to provide reasonable access to information and to maintain ongoing communications as between Representatives officers of AcquireCo Cervus GP and TargetCo, subject in all cases to the TargetCo Confidentiality Agreement; andVasogen; (ce) AcquireCo and TargetCo shall take all such steps and actions as may reasonably be requested by cooperate with the Other Party and its tax advisors to effect in structuring the Arrangement (including the steps of the Arrangement) in a tax effective manner, andmanner (including, in connection therewithrespect of Vasogen, each providing the Other Party agrees with access to its Books and Records), and in particular, in a manner to better ensure the Tax Pools set forth in the Disclosure Letter of Vasogen are available for use by Vasogen after the Effective Time, and assist the Other Party and its tax advisors in making such investigations, investigations and inquiries and taking such actions with respect to TargetCo and AcquireCo such Party in that regard, as the Other Party and its tax advisors shall consider necessary, acting reasonably, provided that TargetCo such Party shall not be obligated to consent or agree to any structuring that has a Material Adverse Effect that, in its opinion, acting reasonably: (i) would require it to obtain approval of its securityholders other than at the Vasogen Meeting or the Cervus Meeting or the Cervus GP Meeting, as the case may be; (ii) would prejudice its securityholders; (iii) would prevent, delay or have an adverse effect on TargetCo or which has the Arrangement; (iv) would have an adverse effect of reducing on the pre-tax consideration, or changing the form of the consideration, benefits to be received under the Arrangement by such Party or any of its securityholders, or (v) would be inconsistent with the TargetCo Securityholders or that requires the approval remaining terms and conditions of the TargetCo Securityholders other than as can be obtained at the TargetCo Meeting, this Agreement; (f) reasonably cooperate and provided further that the Party proposing the tax related steps and tax related actions (the "Proposing Party") shall be solely responsible for all reasonable costs and expenses related to any such tax related steps and tax related actions taken by consult with the Other Party at and its tax advisors on the specific request preparation of the Proposing Party andinformation for the Tax Return of Vasogen for the year ended November 30, 2008 (including, in the event this Agreement is terminated in any circumstance not requiring payment by TargetCo respect of the TargetCo Termination Fee contemplated by Section 6.1Vasogen, the Proposing Party shall indemnify providing the Other Party with access to its Books and Records) and in particular, in a manner to better ensure the Tax Pools set forth in the Disclosure Letter are available for all costsuse by Vasogen after the Effective Time and assist the Other Party and its tax advisors in making such investigations and inquiries with respect to such Party in that regard, expensesas the Other Party and its tax advisors shall consider necessary, liabilities acting reasonably, and claims arising solely from or relating solely shall cause the Tax Return of Vasogen for the year ended November 30, 2008 to any such tax related actions or steps, except be filed prior to the extent Effective Date; (g) use their reasonable commercial efforts to cause the mailing of each of the Cervus Information Circular, the Cervus GP Information Circular and Vasogen Information Circular to their respective securityholders, as applicable, to occur on or about September 15, 2009 or, if the mailing is not completed by that date, then as soon as reasonably practicable following that date and in any event not later than September 30, 2009; and (h) to obtain and maintain the liability Vasogen Required Approvals and Cervus Required Approvals which must be obtained from third parties and Governmental Entities, including making as promptly as practicable all filings and submissions that are required or claim arises solely due are otherwise advisable in order to obtain such approvals and will reasonably cooperate with each other in the Other Party's failure preparation of such filings and submissions and the provision of any supplemental information that may be requested or required by Governmental Entities including (i) providing each other with drafts of documentation for review and reasonable comment prior to undertake submission with Governmental Entities and (ii) keeping each other informed as to developments regarding the steps and actions requested by the Proposing Party in accordance with this Agreementobtaining of such regulatory approvals.

Mutual Covenants Regarding the Arrangement. From the date hereof until the Effective TimeDate, each of TargetCo and AcquireCo the Parties hereto will use its reasonable commercial efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder and to 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 obtain all necessary waivers, consents and approvals required to be obtained by it from other parties to loan agreements, leases and other contracts; (b) to obtain all necessary consents, assignments, waivers and amendments to or terminations of any loan agreements, leases and other contracts and instruments and take such measures as may be appropriate to fulfill its obligations hereunder and to carry out the transactions contemplated hereby; (bc) to prepare and deliver all documents and take all actions required to implement the Arrangement at the Effective Time including, the transfer by Onco BC and Onco Alberta of all of their assets and liabilities to Onco Xxxxxxx Xxxxx (except the shares of Onco Alberta owned by Onco BC) at the Effective Time under the Divestiture Agreement; (d) to effect all necessary registrations and filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the Arrangement, and each of TargetCo and AcquireCo the Parties hereto will use its reasonable commercial efforts to cooperate with the Other Party other in connection with the performance by the Other Party other of its their obligations under this Section 3.3 including including, without limitation, continuing to provide reasonable access to information and to maintain ongoing communications as between Representatives representatives of AcquireCo Gamehost and TargetCo, subject in all cases to the TargetCo Confidentiality Agreement; andOnco US; (ce) AcquireCo [intentionally deleted.] (f) reasonably cooperate and TargetCo shall take all such steps and actions as may reasonably be requested by consult with the Other Party and its tax advisors to effect on the Arrangement (including the steps preparation of the Arrangement) in a tax effective mannerinformation for the Tax Return of Onco BC and Onco Alberta for the year ended December 31, and2009 (including, in connection therewithrespect of Onco BC and Onco Alberta, each Party agrees to assist providing the Other Party with access to the Onco Books and its tax advisors in making such investigations, inquiries and taking such actions with respect Records); (g) use their reasonable commercial efforts to TargetCo and AcquireCo as cause the Other Party and its tax advisors shall consider necessary, acting reasonably, provided that TargetCo shall not be obligated to consent or agree to any structuring that has a Material Adverse Effect on TargetCo or which has the effect of reducing the pre-tax consideration, or changing the form mailing of the considerationGamehost Information Circular to the Gamehost Security Holders to occur as soon as reasonably practicable following the date hereof and in any event by March 31, 2010 (the “Mailing Deadline”); and (h) to be received under obtain and maintain the Arrangement by Onco Required Approvals and the TargetCo Securityholders or that requires the approval of the TargetCo Securityholders other than as can Gamehost Required Approvals which must be obtained at the TargetCo Meetingfrom Governmental Entities, including making as promptly as practicable all filings and provided further submissions that the Party proposing the tax related steps are required or are otherwise advisable in order to obtain such approvals and tax related actions (the "Proposing Party") shall be solely responsible for all reasonable costs and expenses related to any such tax related steps and tax related actions taken by the Other Party at the specific request of the Proposing Party and, will reasonably cooperate with each other in the event this Agreement is terminated in preparation of such filings and submissions and the provision of any circumstance not requiring payment supplemental information that may be requested or required by TargetCo Governmental Entities including: (i) providing each other with drafts of documentation for review and reasonable comment prior to submission with Governmental Entities; and (ii) keeping each other informed as to developments regarding the TargetCo Termination Fee contemplated by Section 6.1, the Proposing Party shall indemnify the Other Party for all costs, expenses, liabilities and claims arising solely from or relating solely to any obtaining of such tax related actions or steps, except to the extent that the liability or claim arises solely due to the Other Party's failure to undertake the steps and actions requested by the Proposing Party in accordance with this Agreementregulatory approvals.