Common use of Termination by Parent or the Company Clause in Contracts

Termination by Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after (except as otherwise provided below) receipt of the Company Unitholder Approval, by Parent or by action of the Company Board (upon the recommendation of the Conflicts Committee) if: (a) the Merger shall not have been consummated by January 31, 2017; provided, however, that the right to terminate this Agreement pursuant to this clause (a) shall not be available to any party whose failure to perform or observe in any material respect any of its obligations under this Agreement in any manner shall have been the primary cause of, or shall have resulted in, the failure of the Merger to occur on or before such date; (b) a meeting (including adjournments and postponements) of the Non-Transocean Members holding Outstanding Company Common Units for the purpose of obtaining the Company Unitholder Approval shall have been held and the Company Unitholder Approval shall not have been obtained; provided, however, that Parent shall not be entitled to terminate this Agreement pursuant to this ‎Section 7.2(b) if Parent or Holdings is then in breach of its obligations under ‎Section 5.13 or if Parent’s or Holdings’ failure to cause its Company Common Units to be present or voted (or consented) in favor of the adoption of this Agreement and the Merger, shall have been the primary cause of the failure of the Company Unitholder Approval to be obtained; or (c) a U.S. federal, state or non-U.S. court of competent jurisdiction or federal, state or non-U.S. governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; provided, however, that the party seeking to terminate this Agreement pursuant to this clause ‎(c) shall have complied with ‎Section 5.4 and, with respect to other matters not covered by ‎Section 5.4, shall have used its reasonable best efforts to remove such injunction, order or decree.

Termination by Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after (except as otherwise provided below) receipt of the Company Unitholder Stockholder Approval or the Parent Stockholder Approval, by either Parent or by action of the Company Board (upon the recommendation of the Conflicts Committee) if:with any termination by Parent also being an effective termination by Merger Sub): (ai) if the Merger shall has not have been consummated by on or before January 3115, 20172009, or such later date, if any, as Parent and the Company agree upon in writing (as such date may be extended, the “Outside Date”); provided, however, that the right to terminate this Agreement pursuant to this clause (aSection 7.1(b)(i) shall is not be available to any party either (x) whose failure to perform or observe in breach of any material respect any provision of its obligations under this Agreement results in any manner shall have been the primary cause of, or shall have resulted in, causes the failure of the Merger to occur on be consummated by such time or before such date; (by) a meeting (including adjournments and postponements) of the Non-Transocean Members holding Outstanding Company Common Units for the purpose of obtaining that has yet to have its stockholders vote at the Company Unitholder Approval shall have been held and Stockholder Meeting or the Parent Stockholder Meeting, as the case may be, on whether to provide the Company Unitholder Stockholder Approval or the Parent Stockholder Approval, as the case may be; provided further, however, that if on the Outside Date the conditions to the Closing set forth in Sections 6.1(b) and 6.1(e) shall not have been obtainedfulfilled but all other conditions to the Closing shall be fulfilled or shall be capable of being fulfilled, then the Outside Date shall, without any action on the part of the parties, be extended to April 15, 2009 and such date shall become the Outside Date for the purposes of this Agreement; provided, however, that Parent shall not be entitled to terminate this Agreement pursuant to this ‎Section 7.2(bor (ii) if Parent the Company Stockholders Meeting (including any adjournment or Holdings is then in breach of its obligations under ‎Section 5.13 or if Parentpostponement thereof) has concluded, the Company’s or Holdings’ failure to cause its Company Common Units to be present or voted (or consented) in favor of the adoption of this Agreement stockholders have voted, and the Merger, shall have been the primary cause of the failure of the Company Unitholder Stockholder Approval to be was not obtained; or (ciii) a U.S. federalif the Parent Stockholders Meeting (including any adjournment or postponement thereof) has concluded, state or non-U.S. court of competent jurisdiction or federalthe Parent’s stockholders have voted, state or non-U.S. governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting and the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; provided, however, that the party seeking to terminate this Agreement pursuant to this clause ‎(c) shall have complied with ‎Section 5.4 and, with respect to other matters Parent Stockholder Approval was not covered by ‎Section 5.4, shall have used its reasonable best efforts to remove such injunction, order or decreeobtained.

Termination by Parent or the Company. This Agreement may be terminated and the Merger and other Transactions may be abandoned at any time prior to the Effective Time, whether before or after (except as otherwise provided below) receipt of the Company Unitholder Stockholder Approval, by Parent Parent, on the one hand, or the Company, by action of the Company Board (upon Board, on the recommendation of the Conflicts Committee) other hand, if: (a) any Governmental Authority shall have issued an Order (which has not been vacated, withdrawn or overturned) permanently restraining, enjoining or otherwise prohibiting the consummation of the Merger and such Order shall not have been consummated by January 31, 2017become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this clause Section 7.02(a) shall not be available to any party that has failed to perform in all material respects its obligations under Section 5.03, Section 5.07 or the proviso contained in Section 6.01(b); (ab) the Merger shall not have been consummated on or before September 10, 2008 (the “Expiration Date”); provided, however, that the right to terminate this Agreement under this Section 7.02(b) shall not be available to any party whose failure to perform any covenant or observe in any material respect any of its obligations obligation under this Agreement in any manner shall have has been the primary principal cause of, of or shall have principally resulted in, in the failure of the Merger to occur have been consummated on or before such date; the Expiration Date; provided, further, that, in (bi) a meeting the event the conditions set forth in Section 6.01(d) shall not have been satisfied on or before the Expiration Date, and (including adjournments and postponementsii) of the Non-Transocean Members holding Outstanding Company Common Units for the purpose of obtaining the Company Unitholder Approval no proceedings shall have been held instituted by any Governmental Authority to prevent the consummation of the Transactions prior to the Expiration Date referred to above in this Section 7.02(b), the Company or Parent may unilaterally extend (by notice delivered to the other party on or prior to the original Expiration Date) the Expiration Date until up to December 10, 2008, in which case the Expiration Date shall be deemed for all purposes to be such date; provided that Parent shall have no right to extend the original Expiration Date pursuant to this Section 7.02(b) if there is an uncured Terminating Merger Sub Breach at the time of such extension and the Company Unitholder shall have no right to extend the original Expiration Date pursuant to this Section 7.02(b) if there is an uncured Terminating Company Breach at the time of such extension. In the event that the original Expiration Date is extended, if the party delivering such extension notice to the other party does not thereafter use best efforts to seek satisfaction of the condition in Section 6.01(d) (it being agreed that no party shall be under any obligation to divest of any assets or hold separate any assets or take any other similar measures in connection with any demand therefor by any Governmental Authority as a pre-condition to satisfying the conditions in Section 6.01(d)), then the other party may terminate this Agreement; or (c) upon a vote at a duly held Stockholders Meeting (including any adjournment or postponement thereof) to obtain Stockholder Approval in accordance with this Agreement, Stockholder Approval shall not have been obtained; provided, however, that Parent shall not be entitled to terminate this Agreement pursuant to this ‎Section 7.2(b) if Parent or Holdings is then in breach of its obligations under ‎Section 5.13 or if Parent’s or Holdings’ failure to cause its Company Common Units to be present or voted (or consented) in favor of the adoption of this Agreement and the Merger, shall have been the primary cause of the failure of the Company Unitholder Approval to be obtained; or (c) a U.S. federal, state or non-U.S. court of competent jurisdiction or federal, state or non-U.S. governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; provided, however, that the party seeking to terminate this Agreement pursuant to this clause ‎(c) shall have complied with ‎Section 5.4 and, with respect to other matters not covered by ‎Section 5.4, shall have used its reasonable best efforts to remove such injunction, order or decree.

Termination by Parent or the Company. This Agreement may be terminated and by either Parent or the Merger may be abandoned Company at any time prior to the Effective Time, Time (whether before or after (except as otherwise provided below) the receipt of the Company Unitholder Shareholder Approval, by Parent or by action of the Company Board (upon the recommendation of the Conflicts Committee) if:): (a) if the Merger shall has not have been consummated by on or before January 3121, 20172020 (the “End Date”); provided, however, that the right to terminate this Agreement pursuant to this clause (aSection 8.2(a) shall not be available to any party whose failure to perform breach of any representation, warranty, covenant, or observe agreement set forth in any material respect any of its obligations under this Agreement in any manner shall have has been the primary principal cause of, or shall have resulted in, of the failure of the Merger to occur be consummated on or before the End Date; and provided, further, that if on the third Business Day prior to the End Date, the condition set forth in Section 7.1(b) shall not have been satisfied, but all other conditions to Closing shall be satisfied or shall be capable of being satisfied upon satisfaction of the condition to Closing set forth in such datesections, then Parent or the Company shall have the right to extend the End Date for up to two additional successive ninety (90)-day periods (which, if so validly extended, shall become the “End Date” for all purposes under this Agreement, and for purposes of any second extension, such extension may only be made if on the third Business Day prior to the End Date, as first extended, the condition set forth in Section 7.1(b) shall not have been satisfied, but all other conditions to Closing shall be satisfied or shall be capable of being satisfied upon satisfaction of the condition to Closing set forth in such sections), in each such instance, by notifying the other party in writing of such election before the End Date; (b) a meeting (including adjournments and postponements) of the Non-Transocean Members holding Outstanding Company Common Units for the purpose of obtaining the Company Unitholder Approval shall have been held and the Company Unitholder Approval shall not have been obtained; provided, however, that Parent shall not be entitled to terminate this Agreement pursuant to this ‎Section 7.2(b) if Parent or Holdings is then in breach of its obligations under ‎Section 5.13 or if Parent’s or Holdings’ failure to cause its Company Common Units to be present or voted (or consented) in favor of the adoption of this Agreement and the Merger, shall have been the primary cause of the failure of the Company Unitholder Approval to be obtained; or (c) a U.S. federal, state or non-U.S. court any Governmental Authority of competent jurisdiction or federal, state or non-U.S. governmental, regulatory or administrative agency or commission shall have issued an orderenacted, decree issued, promulgated, enforced, or ruling entered any Law or taken any other action Order making illegal, permanently restrainingenjoining, enjoining or otherwise permanently prohibiting the transactions contemplated by this Agreement consummation of the Merger or the other Transactions, and such order, decree, ruling Law or other action Order shall have become final and nonappealable; provided, however, that the party seeking right to terminate this Agreement pursuant to this clause ‎(cSection 8.2(b) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; or (c) if this Agreement has been submitted to the shareholders of the Company for adoption at a duly convened Company Shareholders Meeting and the Company Shareholder Approval shall not have complied with ‎Section 5.4 andbeen obtained at such meeting (unless such Company Shareholders Meeting has been adjourned or postponed, with respect to other matters not covered by ‎Section 5.4, shall have used its reasonable best efforts to remove such injunction, order in which case at the final adjournment or decreepostponement thereof).

Termination by Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after (except as otherwise provided below) receipt of the Company Unitholder ApprovalShareholder Approval or Parent Shareholder Approval has been obtained, by Parent or by action of the Board of Directors of Parent or the Company Board (upon the recommendation of the Conflicts Committee) if: (a) the Merger shall not have been consummated by January August 31, 20172011 (the “Termination Date”); provided, however, that if by the Termination Date, any of the conditions set forth in Section 8.1(b) or Section 8.1(c) shall not have been satisfied but all other conditions shall be satisfied or shall be capable of being satisfied, then the Termination Date may be extended from time to time by either Parent or the Company, in its discretion, by written notice to the other to a date not later than October 31, 2011 (in which case any references to the Termination Date herein shall mean the Termination Date as extended); provided, further, that the right to extend or terminate this Agreement pursuant to this clause (a) shall not be available to any party whose failure to perform or observe in any material respect any of its obligations under this Agreement in any manner shall have been the primary cause of, or shall have resulted in, the failure of the Merger to occur on or before such datethe Termination Date; (b) a meeting the Company Shareholders Meeting (including adjournments and postponements) of the Non-Transocean Members holding Outstanding Company Common Units for the purpose of obtaining the Company Unitholder Approval shall have been held concluded and the Company Unitholder Shareholder Approval shall not have been obtained; provided, however, that Parent shall not be entitled to terminate this Agreement pursuant to this ‎Section 7.2(b) if Parent or Holdings is then in breach of its obligations under ‎Section 5.13 or if Parent’s or Holdings’ failure to cause its Company Common Units to be present or voted (or consented) in favor of the adoption of this Agreement and the Merger, shall have been the primary cause of the failure of the Company Unitholder Approval to be obtained; orobtained upon a vote taken thereon; (c) the Parent Shareholders Meeting (including adjournments and postponements) shall have concluded and the Parent Shareholder Approval shall not have been obtained upon a U.S. federal, state or non-U.S. court of competent jurisdiction or federal, state or non-U.S. governmental, regulatory or administrative agency or commission vote taken thereon; (d) a Governmental Authority shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement Merger and such order, decree, ruling or other action shall have become final and nonappealable; provided, however, that the party seeking to terminate this Agreement pursuant to this clause ‎(cSection 9.2(d) shall have complied with ‎Section 5.4 and, its obligations pursuant to Section 7.5 with respect to such order, decree, ruling or other matters not covered by ‎Section 5.4, action; or (e) an Ultimate Price Event shall have used its reasonable best efforts occurred, the period set for renegotiation pursuant to remove Section 4.1(b) shall have elapsed and the party seeking termination shall have provided the other parties hereto with notice of intent to terminate not less than two business days’ prior to such injunction, order or decreetermination.

Termination by Parent or the Company. This Agreement may be terminated terminated, and the Merger Transactions may be abandoned abandoned, at any time prior to the Effective Time, whether before or after (except as otherwise provided below) receipt of the Company Unitholder Approval, by Parent or Shareholder Approval has been obtained by action of either the Parent board of directors or the Company Board (upon the recommendation of the Conflicts Committee) if: (a) the Merger shall not have been consummated by on or before January 31, 20172014 (the “Termination Date”); provided, however, that if on January 31, 2014 one or more of the conditions to Closing set forth in Sections 7.1(b) through (e) shall have not been satisfied or duly waived by the party entitled to the benefit of such condition but all other conditions to Closing have been satisfied (or, in the case of conditions that by their nature cannot be satisfied other than at the Closing, shall be capable of being satisfied on January 31, 2014), then the Termination Date shall, at the option of Parent or Company, be extended to and including April 30, 2014, if Parent or Company notifies the other party in writing on or prior to January 31, 2014 of its election to so extend the Termination Date; and provided, further, that the right to extend the Termination Date or to terminate this Agreement pursuant to this Section 8.2(a) shall not be available to any party if the failure of such party to perform, in any material respect, any of its obligations under this Agreement results in or causes the failure of the Merger to be consummated on or before such date (it being understood that Parent and Merger Sub shall be deemed a single party for purposes of the foregoing proviso); (b) the Company Shareholders Meeting shall have been held and completed and the Company Shareholder Approval shall not have been obtained at such Company Shareholders Meeting or at any adjournment or postponement thereof; provided that a party shall not have the right to terminate this Agreement pursuant to this clause (aSection 8.2(b) shall not be available if the non-satisfaction of the condition in Section 7.1(a) primarily resulted from the failure of such party to any party whose failure to perform or observe perform, in any material respect any of respect, its obligations under this Agreement in any manner shall have been the primary cause of, or shall have resulted in, the failure of the Merger to occur on or before such date; (b) a meeting (including adjournments and postponements) of the Non-Transocean Members holding Outstanding Company Common Units for the purpose of obtaining the Company Unitholder Approval shall have been held and the Company Unitholder Approval shall not have been obtained; provided, however, that Parent shall not be entitled to terminate this Agreement pursuant to this ‎Section 7.2(b) if Parent or Holdings is then in breach of its obligations under ‎Section 5.13 or if Parent’s or Holdings’ failure to cause its Company Common Units to be present or voted (or consented) in favor of the adoption of this Agreement and the Merger, shall have been the primary cause of the failure of the Company Unitholder Approval to be obtainedAgreement; or (c) a U.S. federal, state or non-U.S. court of competent jurisdiction or federal, state or non-U.S. governmental, regulatory or administrative agency or commission Governmental Authority shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement consummation of the Merger and such order, decree, ruling or other action shall have become final and nonappealable; provided, however, that the party seeking to terminate this Agreement pursuant to this clause ‎(c) shall have complied with ‎Section 5.4 and, with respect to other matters not covered by ‎Section 5.4, shall have used its reasonable best efforts to remove such injunction, order or decreenon-appealable.

Termination by Parent or the Company. This Agreement may be terminated and by either Parent or the Merger may be abandoned Company at any time prior to the Effective Time, Time (whether before or after (except as otherwise provided below) the receipt of the Company Unitholder Stockholder Approval, by Parent or by action of the Company Board (upon the recommendation of the Conflicts Committee) if:): (a) if the Merger shall has not have been consummated on or before February 28, 2022 (or such later date as agreed to by January 31, 2017the parties) (the “End Date”); provided, however, that the right to terminate this Agreement pursuant to this clause (aSection 8.2(a) shall not be available to any party whose failure to perform breach of any representation, warranty, covenant, or observe agreement set forth in any material respect any of its obligations under this Agreement in any manner shall have has been the primary cause of, or shall have resulted in, the failure of the Merger to occur be consummated on or before such datethe End Date; (b) a meeting (including adjournments and postponements) of the Non-Transocean Members holding Outstanding Company Common Units for the purpose of obtaining the Company Unitholder Approval shall have been held and the Company Unitholder Approval shall not have been obtained; provided, however, that Parent shall not be entitled to terminate this Agreement pursuant to this ‎Section 7.2(b) if Parent or Holdings is then in breach of its obligations under ‎Section 5.13 or if Parent’s or Holdings’ failure to cause its Company Common Units to be present or voted (or consented) in favor of the adoption of this Agreement and the Merger, shall have been the primary cause of the failure of the Company Unitholder Approval to be obtained; or (c) a U.S. federal, state or non-U.S. court any Governmental Authority of competent jurisdiction or federal, state or non-U.S. governmental, regulatory or administrative agency or commission shall have issued an orderenacted, decree issued, promulgated, enforced, or ruling entered any Law or taken any other action Order making illegal, permanently restrainingenjoining, enjoining or otherwise permanently prohibiting the transactions contemplated by this Agreement consummation of the Merger or the other Transactions, and such order, decree, ruling Law or other action Order shall have become final and nonappealable; provided, however, that the party seeking right to terminate this Agreement pursuant to this clause ‎(cSection 8.2(b) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; or (c) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and the Company Stockholder Approval shall not have complied with ‎Section 5.4 andbeen obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, with respect to other matters not covered by ‎Section 5.4, in which case at the final adjournment or postponement thereof); provided that in the event the Company Board shall have used its reasonable best efforts made a Company Adverse Recommendation Change, the Company may only terminate the Agreement pursuant to remove such injunction, order or decreethis Section 8.2(c) if it has paid to Parent the Termination Fee pursuant to Section 8.6(a)(iii).

Termination by Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after (except as otherwise provided below) receipt of the Company Unitholder Approval, by Parent or by action of the Company Board (upon the recommendation of Directors of Parent or of the Conflicts Committee) Company if: (a) the Merger shall not have been consummated by January October 31, 20171998; provided, however, that in the event Section 8.1(b)(i) or 8.1(c) or both are the only conditions that are not satisfied or capable of being immediately satisfied as a result of governmental litigation engaged in by the parties pursuant to Section 7.5 under any antitrust, competition or trade regulation law, such October 31, 1998 date shall be extended for a period not to exceed the lesser of 90 days or the fifth business day after the entrance by the court in which such litigation is pending of its decision (whether or not subject to appeal or rehearing) in such litigation; and provided, further, that the right to terminate this Agreement pursuant to this clause (a) shall not be available to any party whose failure to perform or observe in any material respect any of its obligations under this Agreement in any manner shall have been the primary cause of, or shall have resulted in, the failure of the Merger to occur on or before such date; (b) a meeting (including adjournments and postponements) of the Non-Transocean Members holding Outstanding Company Common Units Company's stockholders for the purpose of obtaining the Company Unitholder Approval approval required by Section 8.1(a)(i) shall have been held and the Company Unitholder Approval such stockholder approval shall not have been obtained; provided, however, that Parent shall not be entitled to terminate this Agreement pursuant to this ‎Section 7.2(b) if Parent or Holdings is then in breach of its obligations under ‎Section 5.13 or if Parent’s or Holdings’ failure to cause its Company Common Units to be present or voted (or consented) in favor of the adoption of this Agreement and the Merger, shall have been the primary cause of the failure of the Company Unitholder Approval to be obtained; or (c) a U.S. federal, meeting (including adjournments and postponements) of the Parent's stockholders for the purpose of obtaining the approval required by Section 8.1(a)(ii) shall have been held and such stockholder approval shall not have been obtained; or (d) a United States federal or state or non-U.S. court of competent jurisdiction or federal, United States federal or state or non-U.S. governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement Merger and such order, decree, ruling or other action shall have become final and nonappealablenon-appealable; provided, however, that the party seeking to terminate this Agreement pursuant to this clause ‎(c(d) shall have complied with ‎Section 5.4 and, Section 7.5 and with respect to other matters not covered by ‎Section 5.4, Section 7.5 shall have used its commercially reasonable best efforts to remove such injunction, order or decree.

Termination by Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after (except as otherwise provided belowa) receipt of the Company Unitholder Approval, by Parent or by action of the Company Board (upon the recommendation of the Conflicts Committee) if: (a) if the Merger shall not have been consummated by January 31August 30, 2017; provided1998 or, however, that if the right to terminate this Agreement pursuant to this clause (a) Effective Time shall not be available to any party whose failure to perform or observe in any material respect any have occurred because of its obligations under this Agreement in any manner shall have been the primary cause of, or shall have resulted in, the failure of the Merger to occur on a condition set forth in Section 9.1(b), (c) or before such date; (d), by September 30, 1998, or (b) a meeting (including adjournments and postponements) by Parent or the Company if the approval of the Non-Transocean Members holding Outstanding Company Common Units for the purpose of obtaining the Company Unitholder Approval shall have been held and the Company Unitholder Approval Company's shareholders required by Section 3.7 shall not have been obtained; providedobtained at a meeting duly convened therefor or at any adjournment or postponement thereof, however, that Parent shall not be entitled to terminate this Agreement pursuant to this ‎Section 7.2(b) if Parent or Holdings is then in breach of its obligations under ‎Section 5.13 or if Parent’s or Holdings’ failure to cause its Company Common Units to be present or voted (or consented) in favor of the adoption of this Agreement and the Merger, shall have been the primary cause of the failure of the Company Unitholder Approval to be obtained; or (c) by the Company if the approval of Parent's shareholders required by Section 3.7 shall not have been obtained at a U.S. federalmeeting duly convened therefor or at any adjournment or postponement thereof, (d) by Parent or the Company if a United States federal or state or non-U.S. court of competent jurisdiction or federal, United States federal or state or non-U.S. governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement Merger and such order, decree, ruling or other action shall have become final and nonappealablenon-appealable, or (e) by Parent if the Support Agreements or comparable agreements in form reasonably acceptable to Parent shall, when aggregated with the Parent Owned Company Stock or any subsequently acquired shares of Company Stock acquired by Parent or its affiliates, fail to continue in full force and effect or to represent a majority of the voting power of the Company on a fully diluted basis assuming the exercise of all outstanding warrants and vested options and such failure shall not have been cured within fourteen (14) days of its receipt of written notice from Parent of such failure; provided, however, that the party seeking to terminate this Agreement pursuant to this clause ‎(c(d) shall have complied with ‎Section 5.4 and, with respect to other matters not covered by ‎Section 5.4, above shall have used its all commercially reasonable best efforts to remove such injunction, order or decree; and provided in the case of a termination pursuant to clause (a) above, that the terminating party shall not have breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the failure to consummate the Merger; and provided that no termination under clause (e) above shall be permitted after the vote on the Merger if the Company's shareholders approve the Merger.

Termination by Parent or the Company. This Agreement may be terminated and the Merger and other Transactions may be abandoned at any time prior to the Effective Time, whether before or after (except as otherwise provided below) receipt Stockholder Approval, by Parent, on the one hand, or the Company, acting under the direction of the Company Unitholder ApprovalBoard, by Parent or by action of on the Company Board (upon the recommendation of the Conflicts Committee) other hand, if: (a) any Governmental Authority shall have (i) notified Parent or Company, or shall have announced, that it has voted to challenge the consummation or legality of the Merger shall not have been consummated by January 31, 2017in a judicial or administrative proceeding; provided, however, that the right to terminate this Agreement pursuant to this clause Section 7.02(a) shall not be available to any party that has failed to perform in all material respects its obligations under Section 5.03, Section 5.07 or the proviso contained in Section 6.01(b); or (aii) issued or entered any Order that is in effect and has the effect of preventing or prohibiting the consummation of the Merger; (b) the Merger shall not have been consummated on or before six (6) months from the date of this Agreement; provided, however, that if on such date, all of the conditions to the Merger set forth in Article 6, other than (x) any of the conditions that by their nature are only to be satisfied at the Effective Time and (y) any of the conditions set forth in or Section 6.01(b) and Section 6.01(c) (but solely, in the case of Section 6.01(b), to the extent the matter giving rise to the failure of such condition is related to Antitrust Laws), have been satisfied or waived in writing, then at the election of either the Company or Parent, such date shall be extended for up to three (3) months (such date, as may be so extended, the “Expiration Date”); provided, however, that Parent and the Company shall use commercially reasonable efforts to consummate any necessary Non-Material Divestiture prior to the Expiration Date; and provided, further, that the right to terminate this Agreement under this Section 7.02(b) shall not be available to any party whose failure to perform any covenant or observe in any material respect any of its obligations obligation under this Agreement in any manner shall have has been the primary principal cause of, of or shall have principally resulted in, in the failure of the Merger to occur have been consummated on or before such date;the Expiration Date; or (bc) upon a meeting vote at a duly held Stockholders Meeting (including adjournments and postponementsany adjournment or postponement thereof) of the Non-Transocean Members holding Outstanding Company Common Units for the purpose of obtaining the Company Unitholder to obtain Stockholder Approval shall have been held and the Company Unitholder in accordance with this Agreement, Stockholder Approval shall not have been obtained; provided, however, that Parent shall not be entitled to terminate this Agreement pursuant to this ‎Section 7.2(b) if Parent or Holdings is then in breach of its obligations under ‎Section 5.13 or if Parent’s or Holdings’ failure to cause its Company Common Units to be present or voted (or consented) in favor of the adoption of this Agreement and the Merger, shall have been the primary cause of the failure of the Company Unitholder Approval to be obtained; or (c) a U.S. federal, state or non-U.S. court of competent jurisdiction or federal, state or non-U.S. governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; provided, however, that the party seeking to terminate this Agreement pursuant to this clause ‎(c) shall have complied with ‎Section 5.4 and, with respect to other matters not covered by ‎Section 5.4, shall have used its reasonable best efforts to remove such injunction, order or decree.

Termination by Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after (except as otherwise provided belowa) receipt of the Company Unitholder Approval, by Parent or by action of the Company Board (upon the recommendation of the Conflicts Committee) if: (a) if the Merger shall not have been consummated by January 31August 30, 2017; provided1998 or, however, that if the right to terminate this Agreement pursuant to this clause (a) Effective Time shall not be available to any party whose failure to perform or observe in any material respect any have occurred because of its obligations under this Agreement in any manner shall have been the primary cause of, or shall have resulted in, the failure of the Merger to occur on a condition set forth in Section 9.1 (b), (c) or before such date; (d), by September 30, 1998, or (b) a meeting (including adjournments and postponements) by Parent or the Company if the approval of the Non-Transocean Members holding Outstanding Company Common Units for the purpose of obtaining the Company Unitholder Approval shall have been held and the Company Unitholder Approval Company's shareholders required by Section 3.7 shall not have been obtained; providedobtained at a meeting duly convened therefor or at any adjournment or postponement thereof, however, that Parent shall not be entitled to terminate this Agreement pursuant to this ‎Section 7.2(b) if Parent or Holdings is then in breach of its obligations under ‎Section 5.13 or if Parent’s or Holdings’ failure to cause its Company Common Units to be present or voted (or consented) in favor of the adoption of this Agreement and the Merger, shall have been the primary cause of the failure of the Company Unitholder Approval to be obtained; or (c) by the Company if the approval of Parent's shareholders required by Section 3.7 shall not have been obtained at a U.S. federalmeeting duly convened therefor or at any adjournment or postponement thereof, (d) by Parent or the Company if a United States federal or state or non-U.S. court of competent jurisdiction or federal, United States federal or state or non-U.S. governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement Merger and such order, decree, ruling or other action shall have become final and nonappealablenon-appealable, or (e) by Parent if the Support Agreements or comparable agreements in form reasonably acceptable to Parent shall, when aggregated with the Parent Owned Company Stock or any subsequently acquired shares of Company Stock acquired by Parent or its affiliates, fail to continue in full force and effect or to represent a majority of the voting power of the Company on a fully diluted basis assuming the exercise of all outstanding warrants and vested options and such failure shall not have been cured within fourteen (14) days of its receipt of written notice from Parent of such failure; provided, however, that the party seeking to terminate this Agreement pursuant to this clause ‎(c(d) shall have complied with ‎Section 5.4 and, with respect to other matters not covered by ‎Section 5.4, above shall have used its all commercially reasonable best efforts to remove such injunction, order or decree; and provided in the case of a termination pursuant to clause (a) above, that the terminating party shall not have breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the failure to consummate the Merger; and provided that no termination under clause (e) above shall be permitted after the vote on the Merger if the Company's shareholders approve the Merger.

Termination by Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before Time by either Parent or after (except as otherwise provided below) receipt of the Company Unitholder Approval, by Parent or by action of the Company Board (upon the recommendation of the Conflicts Special Committee) if: (a) the Merger shall not have been consummated by January 31June 30, 20172025, whether such date is before or after the Company Shareholder Approval is obtained (such date, as it may be extended in accordance with the following proviso, the “Termination Date”); provided, however, that if the conditions to the Closing set forth in Section 8.1(b) have not been satisfied or waived on or prior to such date but all other conditions to Closing set forth in Article VIII have been satisfied or waived (other than those conditions that by their nature are to be satisfied or waived at the Closing (so long as such conditions are reasonably capable of being satisfied)), the Termination Date may be extended by either Parent or the Company (upon the recommendation of the Special Committee) (provided, that, such party has complied in all material respects with its obligations under Section 7.5) no more than one (1) time, for a period of three (3) months; provided, further, that the right to terminate this Agreement pursuant to this clause (aSection 9.2(a) shall not be available to any party whose failure to perform or observe in breach of any material respect any provision of its obligations under this Agreement in any manner shall have has been the primary a principal cause of, or shall have resulted in, of the failure of the Merger to occur on or before be consummated by such datetime; (b) a meeting (including adjournments and postponements) of the Non-Transocean Members holding Outstanding Company Common Units for the purpose of obtaining the Company Unitholder Approval Shareholders Meeting shall have been held and the Company Unitholder Shareholder Approval shall not have been obtained at such Shareholders Meeting or at any adjournment or postponement thereof; or (c) an Order or Law shall have been issued, entered, enforced, enacted or promulgated by a Governmental Entity of competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Merger and shall have become final and non-appealable (whether before or after the Company Shareholder Approval is obtained; ), provided, howeverthat, that Parent shall not be entitled the right to terminate this Agreement pursuant to this ‎Section 7.2(bSection 9.2(c) if Parent or Holdings is then in shall not be available to any party whose breach of its obligations under ‎Section 5.13 or if Parent’s or Holdings’ failure to cause its Company Common Units to be present or voted (or consented) in favor of the adoption any provision of this Agreement and the Merger, shall have has been the primary a principal cause of the failure of the Company Unitholder Approval to be obtained; or (c) a U.S. federal, state such Order or non-U.S. court of competent jurisdiction or federal, state or non-U.S. governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; provided, however, that the party seeking to terminate this Agreement pursuant to this clause ‎(c) shall have complied with ‎Section 5.4 and, with respect to other matters not covered by ‎Section 5.4, shall have used its reasonable best efforts to remove such injunction, order or decreeLaw.

Termination by Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at At any time prior to the Effective Time, whether before or after (except as otherwise provided below) receipt of the Company Unitholder Approval, this Agreement may be terminated by Parent or the Company, in either case by action of the Company its Board (upon the recommendation of the Conflicts Committee) Directors, if: (a) the Merger shall not have been consummated by February 28, 2005 (the “Outside Date”), unless the SEC has not declared effective the Registration Statement by January 10, 2005, in which case the Outside Date shall automatically be extended to March 31, 20172005; provided, however, that the right to terminate this Agreement pursuant to this clause (a) shall not be available to any party whose failure or whose affiliates’ failure to perform or observe in any material respect any of its obligations under this Agreement in any manner shall have been the primary principal cause of, or shall have resulted in, the failure of the Merger to occur on or before such date;; or (b) the Company Requisite Vote shall not have been obtained at a meeting (including adjournments and postponements) of the Non-Transocean Members holding Outstanding Company Common Units Company’s stockholders duly convened for the purpose of obtaining the Company Unitholder Approval shall have been held and the Company Unitholder Approval shall not have been obtained; provided, however, that Parent shall not be entitled to terminate this Agreement pursuant to this ‎Section 7.2(b) if Parent or Holdings is then in breach of its obligations under ‎Section 5.13 or if Parent’s or Holdings’ failure to cause its Company Common Units to be present or voted (or consented) in favor of the adoption of this Agreement and the Merger, shall have been the primary cause of the failure of the Company Unitholder Approval to be obtained; orRequisite Vote; (c) a U.S. federal, state or non-U.S. court of competent jurisdiction or federal, state or non-U.S. governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (including the enactment of any statute, rule, regulation, decree or executive order) permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement Merger and such order, decree, ruling or other action (including the enactment of any statute, rule, regulation, decree or executive order) shall have become final and nonappealablenon-appealable; provided, however, that the party seeking to terminate this Agreement pursuant to this clause ‎(c(c) shall have complied with ‎Section Section 5.4 and, and with respect to other matters not covered by ‎Section 5.4, Section 5.4 shall have used its reasonable best efforts to remove such injunction, order or decree; or (d) within the 14-day period provided for in Section 5.19, the Company’s Financial Advisor shall not have delivered to the Company the Fairness Opinion in accordance with the terms of Section 5.19 to the effect that the Merger Consideration is fair, from a financial point of view, to the holders of the Company Common Shares (other than Parent and its Subsidiaries); provided, however, that Parent’s and the Company’s right to terminate this Agreement pursuant to this Section 7.2(d) shall expire on the date that is seven days after the expiration of such 14-day period.

Termination by Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before Time by either Parent or after (except as otherwise provided below) receipt of the Company Unitholder Approval, by Parent or by action of the Company Board (upon the recommendation of the Conflicts Special Committee) if: (a) the Merger shall not have been consummated by January 31March 10, 20172021, whether such date is before or after the Company Stockholder Approval is obtained (such date, as it may be extended in accordance with the following proviso, the “Termination Date”); provided, however, that if the conditions to the Closing set forth in Section 8.1(b) have not been satisfied or waived on or prior to such date but all other conditions to Closing set forth in Article VIII have been satisfied or waived (other than those conditions that by their nature are to be satisfied or waived at the Closing (so long as such conditions are reasonably capable of being satisfied)), the Termination Date may be extended by either Parent or the Company (upon the recommendation of the Special Committee) (provided that such party has complied in all material respects with its obligations under Section 7.5) no more than one (1) time, for a period of two (2) months); provided, further, that the right to terminate this Agreement pursuant to this clause (aSection 9.2(a) shall not be available to any party whose failure to perform or observe in breach of any material respect any provision of its obligations under this Agreement has been a principal cause of or results in any manner shall have been the primary cause of, or shall have resulted in, the failure of the Merger to occur on or before be consummated by such datetime; (b) a meeting (including adjournments and postponements) of the Non-Transocean Members holding Outstanding Company Common Units for the purpose of obtaining the Company Unitholder Approval Stockholders Meeting shall have been held and the Company Unitholder Stockholder Approval shall not have been obtained at such Stockholders Meeting or at any adjournment or postponement thereof; (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the Company Stockholder Approval is obtained; provided), however, provided that Parent shall not be entitled the right to terminate this Agreement pursuant to this ‎Section 7.2(bSection 9.2(c) if Parent or Holdings is then in shall not be available to any party whose breach of its obligations under ‎Section 5.13 or if Parent’s or Holdings’ failure to cause its Company Common Units to be present or voted (or consented) in favor of the adoption any provision of this Agreement and the Merger, shall have has been the primary a principal cause of the failure of the Company Unitholder Approval to be obtained; or (c) a U.S. federal, state or non-U.S. court of competent jurisdiction or federal, state or non-U.S. governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action results in such Order permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealableMerger; provided, however, or (d) following a Final CFIUS Turndown; provided that the party seeking right to terminate this Agreement pursuant to this clause ‎(cSection 9.2(d) shall have complied with ‎Section 5.4 and, with respect not be available to other matters not covered by ‎Section 5.4, shall have used its reasonable best efforts to remove any party whose breach of any provision of this Agreement has been a principal cause of or results in such injunction, order or decreeFinal CFIUS Turndown.

Termination by Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after (except as otherwise provided below) receipt of the Company Unitholder ApprovalShareholder Approval or Parent Shareholder Approval has been obtained, by Parent or by action of the Board of Directors of Parent or the Company Board (upon the recommendation of the Conflicts Committee) if: (a) the Merger shall not have been consummated by January March 31, 20172015 (the “Termination Date”); provided, however, that if by the Termination Date, any of the conditions set forth in Section 8.1(b) or Section 8.1(c) shall not have been satisfied but all other conditions shall be satisfied or shall be capable of being satisfied, then the Termination Date may be extended from time to time by either Parent or the Company, in its discretion, by written notice to the other to a date not later than May 31, 2015 (in which case any references to the Termination Date herein shall mean the Termination Date as extended); provided, further, that the right to extend or terminate this Agreement pursuant to this clause (a) shall not be available to any party whose failure to perform or observe in any material respect any of its obligations under this Agreement in any manner shall have been the primary cause of, or shall have resulted in, the failure of the Merger to occur on or before such datethe Termination Date; (b) a meeting the Company Shareholders Meeting (including adjournments and postponements) of the Non-Transocean Members holding Outstanding Company Common Units for the purpose of obtaining the Company Unitholder Approval shall have been held concluded and the Company Unitholder Shareholder Approval shall not have been obtained; provided, however, that obtained upon a vote taken thereon; (c) the Parent Shareholders Meeting (including adjournments and postponements) shall have concluded and the Parent Shareholder Approval shall not be entitled to terminate this Agreement pursuant to this ‎Section 7.2(b) if Parent or Holdings is then in breach of its obligations under ‎Section 5.13 or if Parent’s or Holdings’ failure to cause its Company Common Units to be present or voted (or consented) in favor of the adoption of this Agreement and the Merger, shall have been the primary cause of the failure of the Company Unitholder Approval to be obtainedobtained upon a vote taken thereon; or (cd) a U.S. federal, state or non-U.S. court of competent jurisdiction or federal, state or non-U.S. governmental, regulatory or administrative agency or commission Governmental Authority shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement Merger and such order, decree, ruling or other action shall have become final and nonappealable; provided, however, that the party seeking to terminate this Agreement pursuant to this clause ‎(cSection 9.2(d) shall have complied with ‎Section 5.4 and, its obligations pursuant to Section 7.5 with respect to such order, decree, ruling or other matters not covered by ‎Section 5.4, shall have used its reasonable best efforts to remove such injunction, order or decreeaction.

Termination by Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after (except as otherwise provided below) receipt of the Company Unitholder Stockholder Approval, by either Parent or by action of the Company Board (upon the recommendation of the Conflicts Committee) if:with any termination by Parent also being an effective termination by Merger Sub and Merger LLC): (ai) if the Merger shall has not have been consummated by January 31on or before July 15, 20172013, or such later date, if any, as Parent and the Company agree upon in writing (as such date may be extended, the “Outside Date”); provided, however, that the right to terminate this Agreement pursuant to this clause (aSection 7.1(b)(i) shall is not be available to any party whose failure to perform or observe in any material respect any of its obligations obligation required to be performed by such party under this Agreement results in any manner shall have been the primary cause of, or shall have resulted in, causes the failure of the Merger to occur be consummated by such time; provided further, however, that if on or before such date; (bthe Outside Date the conditions to the Closing set forth in Section 6.1(b) a meeting (including adjournments and postponementsSection 6.1(e) of the Non-Transocean Members holding Outstanding Company Common Units for the purpose of obtaining the Company Unitholder Approval shall have been held and the Company Unitholder Approval shall not have been obtained; providedfulfilled but all other conditions to the Closing shall be fulfilled or shall be capable of being fulfilled, howeverthen the Outside Date shall, that Parent without any action on the part of the parties, be extended to August 31, 2013 and such date shall not be entitled to terminate become the Outside Date for the purposes of this Agreement pursuant to this ‎Section 7.2(bAgreement; (ii) if Parent the Company Stockholders Meeting (including any adjournment or Holdings is then postponement thereof in breach of its obligations under ‎Section 5.13 or if Parent’s or Holdings’ failure to cause its Company Common Units to be present or voted (or consented) in favor of accordance with the adoption terms of this Agreement Agreement) has concluded, the Company’s stockholders have voted, and the Merger, shall have been the primary cause of the failure of the Company Unitholder Stockholder Approval to be was not obtained; or (ciii) if a U.S. federal, state or non-U.S. court Governmental Entity of competent jurisdiction or federal, state or has issued a final and non-U.S. governmentalappealable judgment, regulatory or administrative agency or commission shall have issued an order, decree or ruling decree, or has taken any other action action, having the effect of permanently restraining, enjoining enjoining, or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; provided, however, that the party seeking to terminate this Agreement pursuant to this clause ‎(c) shall have complied with ‎Section 5.4 and, with respect to other matters not covered by ‎Section 5.4, shall have used its reasonable best efforts to remove such injunction, order or decreeMerger.

Termination by Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after (except as otherwise provided below) receipt of the Company Unitholder Stockholder Approval or the Parent Stockholder Approval, by written notice of either Parent or by action of the Company Board (upon the recommendation of the Conflicts Committee) ifCompany: (ai) if the Merger shall has not have been consummated by January 31October 3, 20172005, or such later date, if any, as Parent and the Company agree upon in writing (as such date may be extended, the "OUTSIDE DATE"); provided, however, that the right to terminate this Agreement pursuant to this clause (aSection 7.1(b)(i) shall is not be available to any party whose failure to perform or observe in breach of any material respect any provision of its obligations under this Agreement results in any manner shall have been the primary cause of, or shall have resulted in, causes the failure of the Merger to occur be consummated by such time; provided further, however, that if on the Outside Date the conditions to the Closing set forth in Sections 6.1(b) or before such date; (b6.1(d) a meeting (including adjournments and postponements) of the Non-Transocean Members holding Outstanding Company Common Units for the purpose of obtaining the Company Unitholder Approval shall have been held and the Company Unitholder Approval shall not have been fulfilled (and Section 7.1(b)(iv) is not applicable) but all other conditions to the Closing either have been fulfilled or are then capable of being fulfilled, then the Outside Date shall, without any action on the part of the parties hereto, be extended to August 31, 2006, and such date shall become the Outside Date for purposes of this Agreement; (ii) if the Company Stockholders Meeting (including any adjournment or postponement thereof) has concluded, the Company's stockholders have voted and the Company Stockholder Approval was not obtained; or (iii) if the Parent Stockholders Meeting (including any adjournment or postponement thereof) has concluded, Parent's stockholders have voted and the Parent Stockholder Approval was not obtained; or (iv) if any Governmental Entity of competent jurisdiction issues an order or injunction that permanently prohibits the Merger and such order or injunction has become final and non-appealable; provided, however, that Parent shall not be entitled the right to terminate this Agreement pursuant to this ‎Section 7.2(bSection 7.1(b)(iv) if Parent or Holdings is then in not available to any party whose breach of its obligations under ‎Section 5.13 or if Parent’s or Holdings’ failure to cause its Company Common Units to be present or voted (or consented) in favor of the adoption any provision of this Agreement and the Merger, shall have been the primary cause of the failure of the Company Unitholder Approval to be obtained; or (c) a U.S. federal, state results in or non-U.S. court of competent jurisdiction causes such order or federal, state injunction or non-U.S. governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; provided, however, that the party seeking to terminate this Agreement pursuant to this clause ‎(c) shall have complied with ‎Section 5.4 and, with respect to other matters who has not covered by ‎Section 5.4, shall have used its reasonable best efforts to remove prevent the entry of such injunction, order or decreeinjunction or to appeal or lift such order or injunction.

Termination by Parent or the Company. This Agreement may be terminated terminated, and the Merger Transactions may be abandoned abandoned, at any time prior to the Effective Time, whether before or after (except as otherwise provided below) receipt of the Company Unitholder Approval, by Parent or Stockholder Approval has been obtained by action of either the Parent board of directors or the Company Board (upon the recommendation of the Conflicts Committee) if: (a) the Merger shall not have been consummated by January 31, 2017on or before the date that is six months after the date of this Agreement (the “Termination Date”); provided, however, that the right to terminate this Agreement pursuant to this clause (aSection 8.2(a) shall not be available (i) to any party whose if the failure of such party to perform or observe perform, in any material respect respect, any of its obligations under this Agreement in any manner shall have been the primary cause of, or shall have resulted in, has materially contributed to the failure of the Merger to occur be consummated on or before such date;date (it being understood that Parent and Merger Sub shall be deemed a single party for purposes of the foregoing proviso) or (ii) to any party hereto during the pendency of a legal proceeding described in Section 9.12. (b) a meeting (including adjournments and postponements) of the Non-Transocean Members holding Outstanding Company Common Units for the purpose of obtaining the Company Unitholder Approval Stockholders Meeting shall have been held and completed and the Company Unitholder Stockholder Approval shall not have been obtainedobtained at such Company Stockholders Meeting or at any adjournment or postponement thereof; provided, however, provided that Parent a party shall not be entitled have the right to terminate this Agreement pursuant to this ‎Section 7.2(bSection 8.2(b) if Parent or Holdings is then the non-satisfaction of the condition in breach Section 7.1(a) primarily resulted from the failure of such party to perform, in any material respect, its obligations under ‎Section 5.13 or if Parent’s or Holdings’ failure to cause its Company Common Units to be present or voted (or consented) in favor of the adoption of this Agreement and the Merger, shall have been the primary cause of the failure of the Company Unitholder Approval to be obtainedAgreement; or (c) a U.S. federal, state or non-U.S. court of competent jurisdiction or federal, state or non-U.S. governmental, regulatory or administrative agency or commission Governmental Authority shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement consummation of the Merger and such order, decree, ruling or other action shall have become final and nonappealable; provided, however, that the party seeking to terminate this Agreement pursuant to this clause ‎(c(c) shall have complied with ‎Section 5.4 Section 6.5, if applicable, and, with respect to other matters not covered by ‎Section 5.4Section 6.5, shall have used its reasonable best efforts to remove such injunction, order or decree.