OF THE TRANSACTION CONTEMPLATED HEREUNDER, AN AMOUNT UP TO
0.1% OF THE TURNOVER GENERATED IN THE YEAR PRECEDING THE DATE OF THE FINING
DECISION; AND
(II)
IN THE EVENT THE TURKISH COMPETITION BOARD
DETERMINES THAT THE TRANSACTION CONTEMPLATED HEREUNDER VIOLATES ARTICLE 7 OF THE
TURKISH COMPETITION LAW, AN AMOUNT UP TO 10% OF THE TURNOVER GENERATED IN THE
YEAR PRECEDING THE DATE OF THE FINING DECISION.
(B)
THE PURCHASER SHALL, AT THE SELLER'S REQUEST
AND EXPENSE, TAKE ACTIONS THE SELLER SHALL, ACTING REASONABLY, CONSIDER TO BE
NECESSARY OR APPROPRIATE UNDER THE CIRCUMSTANCES TO (I) AVOID THE IMPOSITION OF
ANY SUCH FINES OR PENALTIES OR (II) APPEAL ANY DECISION BY THE TURKISH
COMPETITION BOARD IMPOSING ANY SUCH FINES OR PENALTIES AND IN ANY EVENT SEEK TO
MINIMIZE THE AMOUNT OF SUCH FINES OR PENALTIES, TO THE EXTENT PERMITTED UNDER
APPLICABLE LAW.
(C)
THE LIMITATIONS CONTAINED IN SECTIONS
6.6(A) AND (B) SHALL NOT APPLY TO THIS SECTION 6.14.
6.15
TPAO PAYMENT.
IN THE EVENT PAYMENT OF $194,419 CURRENTLY OWED BY
TPAO TO THE COMPANY (THE "TPAO RECEIVABLE") IS NOT MADE OR OTHERWISE CREDITED TO
THE COMPANY WITHIN TWELVE (12) MONTHS FOLLOWING THE DATE HEREOF, THE PURCHASER
SHALL HAVE THE RIGHT TO DEMAND FROM THE SELLER THE AMOUNT OF THE TPAO RECEIVABLE
NOT THEN PAID OR CREDITED TO THE
37
COMPANY; PROVIDED, HOWEVER, THAT ANY SUCH AMOUNT OF THE TPAO RECEIVABLE THAT IS
PAID BY THE SELLER TO THE PURCHASER SHALL BE REIMBURSED BY THE PURCHASER WITHIN
FIVE (5) BUSINESS DAYS OF THE PAYMENT OR CREDIT OF SUCH AMOUNT BY TPAO.
ARTICLE VII
CONFIDENTIALITY AND PRESS RELEASES
7.1
CONFIDENTIALITY.
(A)
EACH PARTY AGREES THAT ALL INFORMATION DISCLOSED UNDER THIS
AGREEMENT, EXCEPT INFORMATION IN THE PUBLIC DOMAIN OR LAWFULLY IN POSSESSION OF
A PARTY PRIOR TO THE CLOSING DATE, SHALL BE CONSIDERED CONFIDENTIAL AND SHALL
NOT BE DISCLOSED TO ANY OTHER PERSON WITHOUT THE PRIOR WRITTEN CONSENT OF THE
PARTY WHICH OWNS SUCH CONFIDENTIAL INFORMATION. THIS OBLIGATION OF
CONFIDENTIALITY SHALL REMAIN IN FORCE UNTIL THE LATER OF:
(X) TWO (2) YEARS
FOLLOWING THE CLOSING DATE OR (Y) WITH RESPECT TO ANY CONFIDENTIAL INFORMATION
PROVIDED TO THE SELLER IN ACCORDANCE WITH SECTION 2.6, 2.7 OR 2.9 AFTER CLOSING,
TWO (2) YEARS FOLLOWING THE RECEIPT BY THE SELLER THEREOF.
NOTWITHSTANDING THE
FOREGOING, CONFIDENTIAL INFORMATION MAY BE DISCLOSED WITHOUT CONSENT AND WITHOUT
VIOLATING THE OBLIGATIONS CONTAINED IN THIS SECTION IN THE FOLLOWING
CIRCUMSTANCES:
(I)
TO AN AFFILIATE PROVIDED THE AFFILIATE IS BOUND BY
CONFIDENTIALITY PROVISIONS SUBSTANTIALLY SIMILAR TO THE PROVISIONS OF THIS
SECTION 7.1 AND THE PARTY DISCLOSING IS RESPONSIBLE AND WILL INDEMNIFY THE OTHER
PARTIES FOR THE VIOLATION OF AN AFFILIATE;
(II)
TO A GOVERNMENTAL AUTHORITY WHEN REQUIRED BY THE HYDROCARBON
AGREEMENTS;
(III)
TO THE EXTENT SUCH INFORMATION IS REQUIRED TO BE FURNISHED IN
COMPLIANCE WITH THE APPLICABLE LAWS, OR PURSUANT TO ANY PROCEEDING OR BECAUSE OF
ANY JUDGMENT BINDING UPON A PARTY;
(IV)
TO ATTORNEYS ENGAGED, OR PROPOSED TO BE ENGAGED, BY ANY PARTY
WHERE DISCLOSURE OF SUCH INFORMATION IS ESSENTIAL TO SUCH ATTORNEYS'