WITH EVIDENCE THAT THE MMS HAS DETERMINED THAT PURCHASER (A) IS EXEMPT
FROM ANY SUPPLEMENTAL BONDING REQUIREMENTS OR (B) HAS SATISFIED ANY SUPPLEMENTAL
BONDING REQUIREMENTS IN ACCORDANCE WITH SECTION 8.5(B), IN EITHER CASE INVOLVING
THE ASSETS.
UNTIL SUCH TIME AS PURCHASER HAS PROVIDED NOBLE WITH SUCH EVIDENCE
SATISFACTORY TO NOBLE OF COMPLIANCE WITH THIS SECTION 17.22, NOBLE SHALL HAVE
THE RIGHT TO REFUSE TO TRANSFER OPERATIONS OF THE ASSETS AND NOBLE WILL CONTINUE
TO OPERATE THE ASSETS PURSUANT TO THE TERMS OF THE TRANSITION AGREEMENT.
17.23
ADDITIONAL DOCUMENTS AND ACTIONS.
THE PARTIES AGREE
TO EXECUTE SUCH ADDITIONAL DOCUMENTS OR TAKE SUCH ADDITIONAL ACTIONS AS MAY BE
REQUIRED TO GIVE EFFECT TO THE INTENT OF THE PARTIES.
17.24
COOPERATION IN CONNECTION WITH REGULATORY FILINGS.
FOR A PERIOD OF THREE YEARS FOLLOWING THE CLOSING, NOBLE SHALL, AND SHALL CAUSE
ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, EMPLOYEES, ADVISORS AND AUDITORS
TO, PROVIDE REASONABLE COOPERATION TO PURCHASER, AND ITS AFFILIATES AND THEIR
RESPECTIVE ACCOUNTING FIRMS AND REPRESENTATIVES (COLLECTIVELY, THE "PURCHASER
PARTY") IN CONNECTION WITH THE PREPARATION OF FINANCIAL STATEMENTS AND OTHER
DOCUMENTS TO MEET THE DISCLOSURE AND FILING REQUIREMENTS UNDER THE SECURITIES
ACT OF 1933 AS AMENDED, OR THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,
ASSOCIATED WITH THE REGISTRATION OF ANY SECURITIES OR DEBT OF PURCHASER OR ANY
OF ITS AFFILIATES (COLLECTIVELY, THE "FILINGS").
FURTHER, FOR A PERIOD OF THREE
YEARS FOLLOWING THE CLOSING, NOBLE AGREES TO RETAIN AND MAKE AVAILABLE, SUBJECT
TO NOBLE'S PRESENTLY EXISTING RECORDS RETENTION POLICY, TO PURCHASER PARTY ANY
AND ALL BOOKS, RECORDS, INFORMATION AND DOCUMENTS THAT ARE ATTRIBUTABLE TO THE
ASSETS IN NOBLE'S POSSESSION REASONABLY REQUIRED BY A PURCHASER PARTY IN ORDER
TO PREPARE ANY FILINGS AND DOCUMENTS ASSOCIATED THEREWITH.
PURCHASER WILL
REIMBURSE NOBLE, WITHIN FIVE (5) BUSINESS DAYS AFTER DEMAND IN WRITING THEREFOR,
FOR ANY REASONABLE OUT-OF-POCKET COSTS INCURRED BY NOBLE AND ITS AFFILIATES AND
THEIR RESPECTIVE REPRESENTATIVES IN COMPLYING WITH THE PROVISIONS OF THIS
SECTION 17.24.
49
ARTICLE 18
DEFINITIONS AND REFERENCES
18.1
CERTAIN DEFINED TERMS.
WHEN USED IN THIS
AGREEMENT, THE FOLLOWING TERMS SHALL HAVE THE RESPECTIVE MEANINGS ASSIGNED TO
THEM IN THIS SECTION 18.1 OR IN THE SECTION, SUBSECTIONS OR OTHER SUBDIVISIONS
REFERRED TO BELOW:
"Affiliate" means, with respect to any specified Person, any Person that
directly or indirectly controls, is controlled by or is under common control
with such specified Person. For the purpose of the immediately preceding
sentence, the term "control" means the power to direct or cause the direction of
the management of such Person, whether through the ownership of voting
securities or by contract or agency or otherwise.
"Agreed Rate" means, at the time of any determination thereof is to be made, the
fluctuating per annum rate of interest then most recently reported in the Wall
Street Journal as the "Prime Rate" (the base rate on corporate loans at large
U.S. money center commerce banks).
"Applicable Law" means any statute, law, principle of common law, rule,
regulation, judgment, order, ordinance, requirement, code, writ, injunction, or
decree of any Governmental