Common use of Sale and Purchase of the Interests Clause in Contracts

Sale and Purchase of the Interests. 2.1 Subject to the terms of this Agreement, the Seller hereby agrees to transfer to the Purchaser and the Purchaser hereby agrees to acquire from the Seller the Interests. 2.2 The obligations of the Parties to complete the sale and purchase of the Interests under this Agreement are conditional on fulfilment or waiver, in accordance with the terms of this Agreement, of the following conditions (“Conditions Precedent”): 2.2.1 all necessary written consents, approvals or waivers, as the case may be, by the Relevant Third Parties in relation to (i) the transfer by the Seller to the Purchaser of the Interests; and (ii) the transfer of operatorship to the Purchaser or one of its Affiliates under the Operated Assets XXXx and UOA, being obtained (including the waiver, non-exercise or expiry of any pre-emption rights), in form and substance reasonably acceptable to the Seller and the Purchaser, and the execution of the Assignment Documents by such Relevant Third Parties (other than the Secretary); and 2.2.2 the Secretary’s consent (and any necessary Norwegian governmental consent) to the assignment of the Licences and the transfer of operatorship to the Purchaser or one of its Affiliates in respect of the Operated Assets being obtained in form and substance reasonably acceptable to the Seller and the Purchaser; and 2.2.3 such other actions as the Purchaser, acting reasonably, may require to transfer the Interests to it. 2.3 The Parties shall each use all reasonable endeavours to obtain fulfilment of the Conditions Precedent as soon as practicable and in any event by 30 November 2006 (or such later date as the Seller and the Purchaser may agree in writing) (the “Backstop Date”). If the Conditions Precedent are not satisfied or waived on or before the Backstop Date then this Agreement shall automatically terminate without liability to either the Seller or the Purchaser in respect of any such termination, save in respect of any prior breach of this Agreement. 2.4 Waiver of any of the Conditions Precedent set out in Clause 2.2 shall require the mutual written consent of the Seller and the Purchaser. 2.5 Neither the Purchaser nor the Seller shall be obliged to complete the purchase of any of the assets comprising the Interests unless the sale of all of the assets comprising the Interests are completed simultaneously.

Sale and Purchase of the Interests. 2.1 Subject to the terms of this Agreement, the each Seller hereby agrees to transfer to the Purchaser and the Purchaser hereby agrees to acquire from the Seller Sellers the InterestsInterests with full title guarantee and free from all Encumbrances (subject to the terms of the Interest Documents). 2.2 The obligations of the Parties to complete the sale and purchase of the Interests under this Agreement are conditional on fulfilment or waiver, in accordance with the terms of this Agreement, of the following conditions (“Conditions Precedent”): 2.2.1 all necessary written consents, approvals or waivers, as the case may be, by the Relevant Third Parties in relation to (i) the transfer by the Seller Sellers to the Purchaser of the Interests; and (ii) the transfer of operatorship to the Purchaser or one of its Affiliates under the Operated Assets XXXx and UOA, Interests being obtained (including the waiver, non-exercise or expiry of any pre-emption rights), in form and substance reasonably acceptable to the Seller Sellers and the Purchaser, and the execution of the Assignment Documents by such Relevant Third Parties (other than the Secretary); and 2.2.2 the Secretary’s consent (and any necessary Norwegian governmental consent) to the assignment of the Licences and the transfer of operatorship to the Purchaser or one of its Affiliates in respect of the Operated Assets being obtained obtained; in form and substance reasonably acceptable to the Seller Sellers and the Purchaser; and 2.2.3 such other actions as the Purchaser, acting reasonably, may require to transfer the Interests to it. 2.3 The Parties Purchaser shall each use all reasonable endeavours provide and/or procure the provision of such parent company guarantee and/or alternative security as may be required by: 2.3.1 the Secretary, in order to obtain fulfilment of the Conditions Precedent as soon as practicable and in any event by 30 November 2006 Precedent; and 2.3.2 the parties (or such later date as any of them) to any Interests Document(s) in order to obtain the Seller release of the Sellers from their obligations thereunder. Each Party shall, and shall procure that each of its Affiliates shall, use reasonable endeavours to procure the Purchaser may agree in writing) (the “Backstop Date”). If the Conditions Precedent are not satisfied or waived on or before the Backstop Date then this Agreement shall automatically terminate without liability to either the Seller or the Purchaser in respect of any such termination, save in respect of any prior breach of this Agreement. 2.4 Waiver of any satisfaction of the Conditions Precedent set out in Clause 2.2 shall require including the mutual written consent of the Seller and the Purchaser. 2.5 Neither the Purchaser nor the Seller shall be obliged to complete the purchase of any of the assets comprising the Interests unless the sale execution of all of such other documents, acts and things as may be reasonably required in order to satisfy the assets comprising the Interests are completed simultaneouslyConditions Precedent.

Sale and Purchase of the Interests. 2.1 Subject to the terms of this Agreement, the each Seller hereby agrees to transfer to the Purchaser and the Purchaser hereby agrees to acquire from the Seller Sellers the Interests. 2.2 The Subject at all times to Clause 2.6, the obligations of the Parties to complete the sale and purchase of each of the Interests under this Agreement are conditional on fulfilment or waiverwaiver in relation to each of the Interests to the extent applicable, in accordance with the terms of this Agreement, of the following conditions (“Conditions Precedent”): 2.2.1 all necessary written consents, approvals or waivers, as the case may be, by the Relevant Third Parties in relation to (i) the transfer by the Seller Sellers to the Purchaser of the Interests; and (ii) the transfer of operatorship to the Purchaser or one of its Affiliates under the Operated Assets XXXx and UOA, Interests being obtained (including the waiver, non-exercise or expiry of any pre-emption rights), in form and substance reasonably acceptable to the Seller Sellers and the Purchaser, and the execution of the Assignment Documents by such Relevant Third Parties (other than the Secretary); and; 2.2.2 in relation to the disposal of the MacCulloch Interest only, following the giving by COP of a notice (the “COP Notice”) to each of the other MacCulloch Co-venturers of COP’s desire to dispose of all of the MacCulloch Interest pursuant to Clause 21.2.2(i) of the MxxXxxxxxx XXX one of the following has occurred: (i) COP has received the written waiver from each of the MacCulloch Co-venturers to the reasonable satisfaction of the Parties of any and all rights to make a proposal to acquire the MacCulloch Interest pursuant to Clause 21.2.2 of the MxxXxxxxxx XXX, including the right to negotiate prior to making such a proposal; or (ii) the expiry of a seven (7) day period from the date of receipt by the MacCulloch Co-venturers of the COP Notice without any MacCulloch Co-venturer giving a counter-notice to COP under Clause 21.2.2(i) of the MxxXxxxxxx XXX (a “Counter-Notice”); or (iii) in the event that one or more Counter-Notices are received from any of the MacCulloch Co-venturers within the seven (7) day period from the date of receipt by them of the COP Notice the expiry of the thirty (30) day period from the date of receipt by COP of each Counter-Notice either: (A) without any MacCulloch Co-venturer that issued such Counter-Notice having made to COP a proposal setting out the material terms for acquisition of the MacCulloch Interest in accordance with Clause 21.2.2(i) of the MxxXxxxxxx XXX (a “Proposal”); or (B) COP determining that all such Proposals that are made are not acceptable to it and giving notice in writing to any relevant MacCulloch Co-venturer that this is the case; 2.2.3 the Secretary’s consent (and any necessary Norwegian governmental consent) to the assignment of the Licences and the transfer of operatorship to the Purchaser or one of its Affiliates in respect of the Operated Assets being obtained obtained; in form and substance reasonably acceptable to the Seller Sellers and the Purchaser; 2.2.4 execution by all parties to the relevant JXXx other than the Resigning Operator and the Appointed Operator of the Operating Committee Determinations with regard to the resignation of the Resigning Operator and the appointment of the Appointed Operator as Licence Operator of the Operated Assets; 2.2.5 written confirmation from the Health and Safety Executive that where any revision to the existing safety case for the Operated Assets is required in respect of the appointment of the Appointed Operator as Licence Operator of the Operated Assets pursuant to the Operating Committee Determinations, such revision has been accepted; 2.2.6 delivery by the Purchaser to the Sellers of the Deed of Guarantee and Indemnity pursuant to Clause 8; 2.2.7 the Purchaser, or another party, being appointed to be the Licence Operator of the Operated Assets in the place of COP, with such appointment and the resignation of COP to occur contemporaneously with the occurrence of Completion and if a party other than the Purchaser is appointed to be the Licence Operator of the Operated Assets pursuant to the Operating Committee Determinations then such party covenanting with the Parties to comply with the terms of the Operator Transition Agreement; and 2.2.3 such other actions 2.2.8 the Secretary’s written consent to the appointment of the Appointed Operator as Licence Operator of the Purchaser, acting reasonably, may require Operated Assets pursuant to transfer the Interests to itOperating Committee Determinations. 2.3 The Without prejudice to Clause 2.5, the Purchaser shall use all reasonable endeavours to obtain fulfilment of the Conditions Precedent as soon as practicable in respect of the Alba Interest, the MacCulloch Interest and the Nxxxx Interest and in any event by 31st March 2012 (or such later date as the Parties may agree in writing) in respect of the Alba Interest (the “Alba Backstop Date”) and [***] (or such later date as the Parties may agree in writing) in respect of the MacCulloch Interest and the Nxxxx Interest (the “MacCulloch and Nxxxx Backstop Date” and the Alba Backstop Date and the MacCulloch and Nxxxx Backstop Date being together the “Backstop Dates”). 2.4 Without prejudice to Clause 2.5, the Sellers shall each use all reasonable endeavours to obtain fulfilment of the Conditions Precedent as soon as practicable and in any event by 30 November 2006 (or such later date the Backstop Dates. Each Party shall inform the other Parties of and regularly keep the other Parties updated as to satisfaction of each of the Seller and the Purchaser may agree in writing) (the “Backstop Date”). Conditions Precedent. 2.5 If the Conditions Precedent in respect of the Alba Interest are not satisfied or waived on or before the Alba Backstop Date then this Agreement (other than the Continuing Provisions) shall automatically terminate in respect of all of the Interests. If the Conditions Precedent in respect of the MacCulloch Interest and Nxxxx Interest are not satisfied or waived on or before the MacCulloch and Nxxxx Backstop Date then this Agreement (other than the Continuing Provisions) shall automatically terminate in respect of the MacCulloch Interest and the Nxxxx Interest. Any termination under this Clause 2.5 shall be without liability to either the Seller Sellers or the Purchaser in respect of any such termination, save other than: 2.5.1 any antecedent breach of Clauses 2.3 or 2.4; 2.5.2 any accrued rights or obligations of any Party under this Agreement; and 2.5.3 the continuing obligations under any of the Continuing Provisions. 2.6 If any of the MacCulloch Co-venturers gives a Counter-Notice as envisaged in Clause 2.2.2(ii) and subsequently one or more Proposals is made and COP accepts such Proposal or Proposals in respect of any prior breach the MacCulloch Interest (being the “Pre-emption Exercised Interests”), then: 2.6.1 the Pre-emption Exercised Interests shall cease, upon the date thirty (30) days after the date of receipt of the Proposal which COP has accepted, to be part of the Interests for the purpose of this Agreement (and shall become the “Excluded Interests”); 2.6.2 any reference in this Agreement to the Excluded Interests shall be deleted, this Agreement shall be amended accordingly and the Parties shall remain bound by, and each shall discharge their respective obligations under this Agreement as so amended; and 2.6.3 in respect of the Excluded Interests, the Parties shall be freed and discharged from all liability under this Agreement, all right, title and interest thereto shall remain with the Sellers and the Final Consideration shall be reduced by the amount allocated in Schedule 2 to the Excluded Interests, provided that if: (i) the Conditions Precedent in relation to all parts of the Interests other than the Pre-emption Exercised Interests, have been satisfied or waived in full; and (ii) the Backstop Date shall occur in less than twenty (20) Business Days, then the parts of the Interests other than the Pre-emption Exercised Interests shall proceed to Completion and the Pre-emption Exercised Interests shall become Excluded Interests at the date of Completion. 2.7 Without prejudice to Clauses 2.3, 2.4 or 2.5, if on or prior to the Alba Backstop Date, the Conditions Precedent in respect of the Alba Interest are satisfied or waived in full, the Parties agree that they shall proceed to Completion in relation to the Alba Interest, notwithstanding that the Conditions Precedent for the MacCulloch Interest and Nxxxx Interest have not yet been satisfied or waived in full, provided that, in relation to a Completion of the Alba Interest, the provisions of this Agreement shall be deemed to apply to and shall be interpreted as if the provisions of this Agreement envisaged more than one Completion. 2.8 Each Party shall promptly provide to the other Parties all such information and documentation concerning that Party as may be necessary to enable the other Parties to prepare and submit all necessary filings required by the Government in connection with the transaction contemplated by this Agreement and otherwise to satisfy the Conditions Precedent. 2.9 Waiver of any of the Conditions Precedent set out in Clause 2.2 shall require the mutual written consent of the Seller Sellers and the Purchaser. 2.5 Neither 2.10 The Parties agree that the Purchaser nor the Seller shall be obliged to complete the purchase completion of any of the assets comprising the Interests unless the sale of all the Alba Interest can only occur simultaneously with or prior to the completion of the assets comprising sale of the MacCulloch Interest and Nxxxx Interest. 2.11 The Purchaser of each Operated Asset hereby agrees, and undertakes, to become the Licence Operator subject to the consent of the Secretary being obtained in relation to it becoming the Licence Operator and being duly appointed under the terms of the relevant JXXx and the Operating Committee Determinations pursuant thereto and agrees, and undertakes, to comply with the terms of the Operator Transition Agreement. 2.12 The Parties acknowledge that notwithstanding any other provisions of this Agreement: 2.12.1 save for Clause 2.11, the terms of this Agreement do not provide for and do not apply in respect of the resignation and the appointment of any Licence Operator as such resignation and appointment shall be effected solely under the terms of the relevant JXXx and the Operating Committee Determinations pursuant thereto save that the provisions of the Operator Transition Agreement shall supplement the terms of the relevant JXXx, as between the Sellers, as the Resigning Operator and the Appointed Operator, in respect of such resignations and appointments; and 2.12.2 each Resigning Operator does not enter into this Agreement in its capacity as a Licence Operator but as a seller of the Interests only such that all obligations in this Agreement (including those detailed in Clause 4) are completed simultaneouslygiven in the capacity of each Resigning Operator as a seller of the Interests only, save in respect of the provisions of Clause 2.12.1 which are given by each Resigning Operator in its capacity as Licence Operator in respect of the Interests. If in respect of the provisions of this Clause 2.12.2 there is any conflict between such provisions and the terms of the Assignment Documents the terms of this Clause 2.12.2 shall prevail.

Sale and Purchase of the Interests. 2.1 Subject to the terms of this Agreement, the Seller hereby agrees to sell and transfer to the Purchaser and the Purchaser hereby agrees to purchase and acquire from the Seller the Interests on Completion free from Encumbrances (other than those arising under the Licensed Interest Documents), to the Purchaser, and the Purchaser hereby agrees to acquire from the Seller, the Interests. The Parties acknowledge that for certain purposes as set out in this Agreement, the transfers referred to in this Clause 2.1 shall, as between the Parties, be deemed to be made with effect on and from the Economic Date. Accordingly it is intended that, applying the Accruals Basis of Accounting: 2.1.1 the Seller shall be liable for and bear the cost of the Obligations which relate to matters in respect of any period prior to the Economic Date (other than — without prejudice to the provisions of Clause 6.10 — Decommissioning Obligations, Safety Obligations and Environmental Obligations) and shall receive the benefit of all Benefits which relate to matters in respect of such period; and 2.1.2 (without prejudice to Clauses 6.4 to 6.6 inclusive) the Purchaser shall be liable for and bear the cost of the Obligations which relate to matters in respect of any period on or after the Economic Date and shall receive the benefit of all Benefits which relate to matters in respect of such period. 2.2 The obligations of the Parties to complete the sale and purchase of the Interests under this Agreement are conditional on fulfilment or waiver, in accordance with the terms of this Agreement, waiver of the following conditions (“Conditions Precedent”):precedent: 2.2.1 receipt of all necessary written consents, approvals or waivers, waivers as the case may be, by be from the Relevant Third Parties in relation to (i) the transfer by the Seller to the Purchaser of the Interests; and (ii) the transfer of operatorship to the Purchaser or one of its Affiliates under the Operated Assets XXXx and UOA, being obtained (including the waiver, non-exercise or expiry of any pre-emption rights), in form and substance reasonably acceptable to the Seller and the Purchaser, and the including execution of the Assignment Documents by such Relevant Third Parties (all signatories thereto other than the Secretary); and 2.2.2 the Secretary’s consent (and any necessary Norwegian governmental consent) to the assignment of the Licences and the transfer of operatorship to the Purchaser or one of its Affiliates in respect of the Operated Assets being obtained in form and substance reasonably acceptable to the Seller and the Purchaser; and 2.2.3 such other actions as 2.2.2 receipt of the PurchaserSecretary’s Consents, acting reasonably, may require to transfer the Interests to itwhich are in all material respects accurate and complete. 2.3 The contract of sale and purchase set out in this Agreement is in respect of all and not part only of the Interests and therefore the Purchaser shall not be obliged to purchase, nor shall the Seller be obliged to sell, part only of the Interests. 2.4 The Parties shall each use all reasonable endeavours to obtain fulfilment of the Conditions Precedent as soon as practicable and in any event by 30 1st November 2006 (2011 or such later date as the Seller and the Purchaser Parties may agree in writing) writing (the “Backstop Longstop Date”). If the Conditions Precedent are not satisfied by the Longstop Date then: 2.4.1 the Seller may by written notice to the Purchaser terminate this Agreement; or 2.4.2 the Purchaser may by written notice to the Seller terminate this Agreement, and, in either case, a termination in accordance with Clause 2.4.1 or waived on or before the Backstop Date then 2.4.2 shall have immediate effect and neither Party shall have any liability under this Agreement shall automatically terminate without to the other Party save for its obligations set out in Clause 12 and Clause 4.4.2 and save for any liability to either the Seller or the Purchaser in respect of any such termination, save in respect of any prior for breach of this AgreementAgreement prior to the date of termination. 2.4 2.5 The Seller and the Purchaser shall keep each other informed of progress towards the satisfaction of the Conditions Precedent and shall notify the other as soon as is reasonably practicable after a Condition Precedent has been satisfied or, as the case may be, waived. 2.6 Waiver of any of the Conditions Precedent set out in Clause 2.2 shall require the mutual written consent of the Seller and the Purchaser. 2.5 Neither the Purchaser nor the Seller , and such consent shall be obliged to complete the purchase of any of the assets comprising the Interests unless the sale of all of the assets comprising the Interests are completed simultaneouslyin writing.

Sale and Purchase of the Interests. 2.1 Subject to the terms of this Agreement, the Seller hereby agrees to transfer to the Purchaser and the Purchaser hereby agrees to acquire from the Seller the Interests. 2.2 The obligations of the Parties to complete the sale and purchase of the Interests under this Agreement are conditional on fulfilment or waiver, in accordance with the terms of this Agreement, of the following conditions (“Conditions Precedent”): 2.2.1 all necessary written consents, approvals or waivers, as the case may be, by the Relevant Third Parties in relation to (i) the transfer by the Seller to the Purchaser of the Interests; Interests being obtained (and (ii) the to any transfer of operatorship to the Purchaser or one of its Affiliates under the Operated Assets XXXx and UOA, being obtained operatorship) (including the waiver, non-exercise or expiry of any pre-emption rights), in form and substance reasonably acceptable to the Seller and the Purchaser, and the execution of the Assignment Documents by such Relevant Third Parties (other than the Secretary); and; 2.2.2 the Secretary’s any Tunisian governmental consent required (and any necessary Norwegian governmental consentif any) to the assignment of the Licences (and the to any transfer of operatorship to the Purchaser or one of its Affiliates in respect of the Operated Assets operatorship) being obtained in form and substance reasonably acceptable to the Seller and the Purchaser; and 2.2.3 such other actions as the Purchaser, acting reasonably, may require to transfer the Interests to it. 2.3 The Parties shall each use all reasonable endeavours to obtain fulfilment of the Conditions Precedent as soon as practicable and in any event by 30 November 2006 (or such later date as the Seller and the Purchaser may agree in writing) (the “Backstop Date”). If the Conditions Precedent are not satisfied or waived on or before the Backstop Date then this Agreement shall automatically terminate without liability to either the Seller or the Purchaser in respect of any such termination, save in respect of any prior breach of this Agreement. 2.4 Waiver of any of the Conditions Precedent set out in Clause 2.2 shall require the mutual written consent of the Seller and the Purchaser. 2.5 Neither the Purchaser nor the Seller shall be obliged to complete the purchase of any of the assets comprising the Interests unless the sale of all of the assets comprising the Interests are completed simultaneously.

Sale and Purchase of the Interests. 2.1 Subject to the terms of this Agreement, the Seller hereby agrees to sell and transfer to the Purchaser and the Purchaser hereby agrees to purchase and acquire from the Seller the Interests on Completion, free from Encumbrances (other than those arising under the Licensed Interest Documents) to the Purchaser, and the Purchaser hereby agrees to acquire from the Seller, the Interests. The Parties acknowledge that for certain purposes as set out in this Agreement, the transfers referred to in this Clause 2.1 shall, as between the Parties, be deemed to be made with effect on and from the Economic Date. Accordingly it is intended that, applying the Accruals Basis of Accounting: 2.1.1 the Seller shall be liable for and bear the cost of the Obligations which relate to matters in respect of any period prior to the Economic Date (other than— without prejudice to the provisions of Clause 6.10 — Decommissioning Obligations, Safety Obligations and Environmental Obligations) and shall receive the benefit of all Benefits which relate to matters in respect of such period; and 2.1.2 (without prejudice to Clauses 6.4 to 6.6 inclusive) the Purchaser shall be liable for and bear the cost of the Obligations which relate to matters in respect of any period on or after the Economic Date and shall receive the benefit of all Benefits which relate to matters in respect of such period. 2.2 The obligations of the Parties to complete the sale and purchase of the Interests under this Agreement are conditional on fulfilment or waiver, in accordance with the terms of this Agreement, waiver of the following conditions (“Conditions Precedent”):precedent: 2.2.1 receipt of all necessary written consents, approvals or waivers, waivers as the case may be, by be from the Relevant Third Parties in relation to (i) the transfer by the Seller to the Purchaser of the Interests; and (ii) the transfer of operatorship to the Purchaser or one of its Affiliates under the Operated Assets XXXx and UOA, being obtained (including the waiver, non-exercise or expiry of any pre-emption rights), in form and substance reasonably acceptable to the Seller and the Purchaser, and the including execution of the Assignment Documents by such Relevant Third Parties (all signatories thereto other than the Secretary); and 2.2.2 the Secretary’s consent (and any necessary Norwegian governmental consent) to the assignment of the Licences and the transfer of operatorship to the Purchaser or one of its Affiliates in respect of the Operated Assets being obtained in form and substance reasonably acceptable to the Seller and the Purchaser; 2.2.2 receipt of the Secretary’s Consents which are in all material respects accurate and complete; and 2.2.3 Completion save for payment of the Deferred Purchase Price (as such other actions as terms are defined therein) of the Purchaser, acting reasonably, may require to transfer the Interests to itBacchus SPA. 2.3 The contract of sale and purchase set out in this Agreement is in respect of all and not part only of the Interests and therefore the Purchaser shall not be obliged to purchase, nor shall the Seller be obliged to sell, part only of the Interests. 2.4 The Parties shall each use all reasonable endeavours to obtain fulfilment of the Conditions Precedent as soon as practicable and in any event by 30 1st November 2006 (2011 or such later date as the Seller and the Purchaser Parties may agree in writing) writing (the “Backstop Longstop Date”). If the Conditions Precedent are not satisfied by the Longstop Date then: 2.4.1 the Seller may by written notice to the Purchaser terminate this Agreement; or 2.4.2 the Purchaser may by written notice to the Seller terminate this Agreement, and, in either case, a termination in accordance with Clause 2.4.1 or waived on or before the Backstop Date then 2.4.2 shall have immediate effect and neither Party shall have any liability under this Agreement shall automatically terminate without to the other Party save for its obligations set out in Clause 12 and Clause 4.4.2 and save for any liability to either the Seller or the Purchaser in respect of any such termination, save in respect of any prior for breach of this AgreementAgreement prior to the date of termination. 2.4 Waiver 2.5 The Seller and the Purchaser shall keep each other informed of any progress towards the satisfaction of the Conditions Precedent set out in Clause 2.2 and shall require notify the mutual written consent of other as soon as is reasonably practicable after a Condition Precedent has been satisfied or, as the Seller and the Purchasercase may be, waived. 2.5 Neither the Purchaser nor the Seller shall be obliged to complete the purchase of any of the assets comprising the Interests unless the sale of all of the assets comprising the Interests are completed simultaneously.

Sale and Purchase of the Interests. 2.1 Subject to the terms of this Agreement, the Seller hereby agrees to transfer to the Purchaser and the Purchaser hereby agrees to acquire from the Seller the Interests. 2.2 The obligations of the Parties to complete the sale and purchase of the Interests under this Agreement are conditional on fulfilment or waiver, in accordance with the terms of this Agreement, of the following conditions (“Conditions Precedent”): 2.2.1 all necessary written consents, approvals or waivers, as the case may be, by the Relevant Third Parties in relation to (i) the transfer by the Seller to the Purchaser of the Interests; and (ii) the transfer of operatorship to the Purchaser or one of its Affiliates under the Operated Assets XXXx and UOA, Interests being obtained (including the waiver, non-exercise or expiry of any pre-emption rights), in form and substance reasonably acceptable to the Seller and the Purchaser, and the execution of the Assignment Documents by such Relevant Third Parties (other than the Secretary); and; 2.2.2 the Secretary’s consent (and any necessary Norwegian governmental consent) to the assignment of the Licences and the transfer of operatorship to the Purchaser or one of its Affiliates in respect of the Operated Assets being obtained in form and substance reasonably acceptable to the Seller and the Purchaser; and 2.2.3 such other actions as the Purchaser, acting reasonably, may require to transfer the Interests to it. 2.3 The Parties shall each use all reasonable endeavours to obtain fulfilment of the Conditions Precedent as soon as practicable and in any event by 30 November 2006 (or such later date as the Seller and the Purchaser may agree in writing) (the “Backstop Date”). If the Conditions Precedent are not satisfied or waived on or before the Backstop Date then this Agreement shall automatically terminate without liability to either the Seller or the Purchaser in respect of any such termination, save in respect of any prior breach of this Agreement. 2.4 Waiver of any of the Conditions Precedent set out in Clause 2.2 shall require the mutual written consent of the Seller and the Purchaser. 2.5 Neither the Purchaser nor the Seller shall be obliged to complete the purchase of any of the assets comprising the Interests unless the sale of all of the assets comprising the Interests are completed simultaneously.

Sale and Purchase of the Interests. 2.1 Subject to the terms of this Agreement, the Seller hereby agrees to transfer to the Purchaser and the Purchaser hereby agrees to acquire from the Seller the Interests. 2.2 The obligations of the Parties to complete the sale and purchase of the Interests under this Agreement are conditional on fulfilment or waiver, in accordance with the terms of this Agreement, of the following conditions (“Conditions Precedent”): 2.2.1 all necessary written consents, approvals or waivers, as the case may be, by the Relevant Third Parties in relation to (i) the transfer by the Seller to the Purchaser of the Interests; Interests being obtained (and (ii) the to any transfer of operatorship to the Purchaser or one of its Affiliates under the Operated Assets XXXx and UOA, being obtained operatorship) (including the waiver, non-exercise or expiry of any pre-emption rights), in form and substance reasonably acceptable to the Seller and the Purchaser, and the execution of the Assignment Documents by such Relevant Third Parties (other than the Secretary); and; 2.2.2 the Secretary’s Romanian Authorities’ consent required (and any necessary Norwegian governmental consentif any) to the assignment of the Licences Licence (and the to any transfer of operatorship to the Purchaser or one of its Affiliates in respect of pursuant to the Operated Assets Licence) being obtained in form and substance reasonably acceptable to the Seller and the Purchaser; and 2.2.3 such other actions as the Purchaser, acting reasonably, may require to transfer the Interests to it. 2.3 The Parties shall each use all reasonable endeavours to obtain fulfilment of the Conditions Precedent as soon as practicable and in any event by 30 November 2006 (or such later date as the Seller and the Purchaser may agree in writing) (the “Backstop Date”). If the Conditions Precedent are not satisfied or waived on or before the Backstop Date then this Agreement shall automatically terminate without liability to either the Seller or the Purchaser in respect of any such termination, save in respect of any prior breach of this Agreement. 2.4 Waiver of any of the Conditions Precedent set out in Clause 2.2 shall require the mutual written consent of the Seller and the Purchaser. 2.5 Neither the Purchaser nor the Seller shall be obliged to complete the purchase of any of the assets comprising the Interests unless the sale of all of the assets comprising the Interests are completed simultaneously.