SELL, ASSIGN, TRANSFER OR OTHERWISE DISPOSE OF ALL OR ANY PART OF ITS RIGHTS
DERIVED FROM ANY NET PROFIT INTEREST PAYABLE TO IT UNDER THIS SECTION 2.7 TO ANY
OF ITS AFFILIATES (A "PERMITTED TRANSFER"), PROVIDED THAT PRIOR TO SUCH
PERMITTED TRANSFER, SUCH AFFILIATE AGREES TO BE BOUND BY THE TERMS OF THIS
SECTION 2.7.
(F)
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE SELLER SHALL,
UPON WRITTEN NOTICE TO PURCHASER, HAVE THE RIGHT TO AUDIT THE ACCOUNTS AND
RECORDS OF THE PURCHASER RELATING TO THE NET PROFITS INTEREST WITHIN THE
TWENTY-FOUR (24) MONTH PERIOD FOLLOWING THE FIRST MONTH OF PRODUCTION.
(G)
THE PARTIES ACKNOWLEDGE AND AGREE THAT NO NET PROFIT INTEREST PAYMENT
IN RESPECT OF A FIELD WILL FALL DUE UNTIL SUCH TIME AS THE CUMULATIVE NET PROFIT
INTEREST PAYABLE IN RESPECT OF THAT FIELD EXCEEDS THE EXPLORATION SUCCESS
PAYMENT PAYABLE IN RESPECT OF THAT FIELD (IF ANY).
2.8
DISCLOSURE OF INFORMATION. THE PURCHASER AND
GUARANTOR SHALL USE THEIR BEST EFFORTS TO TIMELY OBTAIN ANY THIRD PARTY CONSENTS
REQUIRED FOR THE RELEASE OF INFORMATION REQUIRED TO BE PROVIDED TO THE SELLER
UNDER SECTION 2.6 OR SECTION 2.7.
THE SELLER SHALL GIVE THE PURCHASER AND THE
GUARANTOR SUCH ASSISTANCE AS THE PURCHASER AND/OR THE GUARANTOR REASONABLY
REQUEST, INCLUDING THE EXECUTION OF ANY DOCUMENTATION AND THE TAKING OF ANY STEP
REASONABLY NECESSARY IN ORDER TO OBTAIN SUCH CONSENTS.
IN THE EVENT ANY SUCH
CONSENT CANNOT BE OBTAINED, THE PARTIES SHALL APPOINT A THIRD PARTY REASONABLY
SATISFACTORY TO ALL PARTIES TO VERIFY ON BEHALF OF THE SELLER THAT THE
CALCULATION OF THE APPLICABLE EXPLORATION SUCCESS PAYMENT OR NET PROFIT INTEREST
IS IN ACCORDANCE WITH THIS AGREEMENT.
THE FEES OF SUCH THIRD PARTY SHALL BE
PAID ONE-HALF BY THE SELLER AND ONE-HALF BY THE PURCHASER.
2.9
DIVESTITURE.
(A)
SUBJECT TO SECTION 2.9(B), IF THE PURCHASER ELECTS TO SELL, ASSIGN OR
OTHERWISE DIVEST ANY OR ALL OF THE PARTICIPATING INTERESTS (OTHER THAN TO THE
SELLER, AN AFFILIATE OF THE SELLER OR AN AFFILIATE OF THE PURCHASER) (A
"DIVESTITURE"), THE FOLLOWING PROVISIONS SHALL APPLY:
(I)
10% OF THE CONSIDERATION THE PURCHASER AND/OR THE COMPANY (AS THE
CASE MAY BE) RECEIVES IN RESPECT OF SUCH DIVESTITURE (AFTER DEDUCTION FOR
WITHHOLDING TAXES REQUIRED BY LAW IN ANY OR ALL OF THE JURISDICTIONS IN WHICH
THE PAYMENT PASSES), LESS AN AMOUNT EQUAL TO ALL EXPLORATION SUCCESS PAYMENTS
PAID BY THE PURCHASER TO THE SELLER IN RESPECT OF THE LICENCE THAT IS SUBJECT OF
THE
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DIVESTITURE, SHALL BE PAYABLE TO THE SELLER WITHIN FIVE (5) BUSINESS DAYS OF THE
PURCHASER'S RECEIPT OF THAT CONSIDERATION;
(II)
IN THE EVENT THE PURCHASER AND/OR THE COMPANY (AS THE CASE MAY
BE) RECEIVES ALL OR A PORTION OF THE CONSIDERATION FOR SUCH DIVESTITURE IN A
FORM OTHER THAN CASH, THE PROCEDURES SET FORTH IN ANNEX E SHALL GOVERN THE
DETERMINATION OF THAT CASH VALUE;
(III)
THE PARTIES ACKNOWLEDGE AND AGREE THAT IF THE PURCHASER DIVESTS
OF THE ENTIRE PARTICIPATING INTEREST IN A LICENCE AND PAYS TO THE SELLER THE
AMOUNT DUE IN