request that Ryder Scott prepare and provide to Purchaser, with copy
to Vendor, as soon as reasonably possible, the Reserves Report (US).
Vendor
will request that in preparing the Reserves Report (US) Ryder Scott's estimates
of reserves and present values of reserves reflected in the
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Reserves Report (US) comply in all material respects with the applicable
requirements of the federal securities laws of the United States, including,
without limitation, Regulation S-X promulgated by the SEC and Industry Guide 2
under the Securities Act of 1933.
9.16
PURCHASE NOT CONDITIONAL ON FINANCING
Nothing in Section 5.6, Section 9.14, Section 9.15, Section 13.2 or any other
provision of this Agreement shall make Purchaser's obligation to complete the
Purchase, including Purchaser's obligation to make the payments referred to in
Section 3.2 on a timely basis, conditional on Purchaser being able to obtain or
complete any financing for the Purchase pursuant to the Goldman Sachs Commitment
or otherwise.
The breach or failure of Vendor, PWC, Ryder Scott or any other relevant Person
to comply with any of the covenants and obligations contained in the Sections
referred to above in this Section 9.16 or in providing the financial statements
or Reserves Reports (US) referred to therein shall not be a default by Vendor
under this Agreement including for purposes of Section 12.1(d) or any basis for
Purchaser to refuse to complete the Purchase or to make any Claim against Vendor
and Vendor shall have no liability to Purchaser, Pogo, any of their Related
Parties or any other Persons for or in respect thereof.
9.17
COMPLIANCE WITH PRIVACY LAWS
(A)
VENDOR ACKNOWLEDGES AND CONFIRMS THAT THE CORPORATION AND THE
SUBSIDIARIES HAVE COMPLIED IN ALL MATERIAL RESPECTS AT ALL TIMES WITH PRIVACY
LAWS WHICH GOVERN THE COLLECTION, USE AND DISCLOSURE OF PERSONAL INFORMATION
DISCLOSED TO PURCHASER PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENT (THE
"DISCLOSED PERSONAL INFORMATION").
VENDOR HEREBY COVENANTS AND AGREES TO ADVISE
PURCHASER OF ALL PURPOSES FOR WHICH DISCLOSED PERSONAL INFORMATION WAS INITIALLY
COLLECTED FROM OR IN RESPECT OF THE EMPLOYEE TO WHICH THAT DISCLOSED PERSONAL
INFORMATION RELATES AND ALL ADDITIONAL PURPOSES WHERE VENDOR HAS NOTIFIED THE
EMPLOYEE OF THAT ADDITIONAL PURPOSE, AND DISCLOSURE OF PERSONAL INFORMATION, IF
ANY, UNLESS THAT USE OR DISCLOSURE IS PERMITTED OR AUTHORIZED BY LAW, WITHOUT
NOTICE TO, OR CONSENT FROM, THAT EMPLOYEE; PROVIDED, HOWEVER, THAT IN SUCH CASE
VENDOR SHALL HAVE ADVISED PURCHASER OF THE LEGISLATIVE PROVISIONS ON WHICH
VENDOR IS RELYING.
(B)
BEFORE CLOSING, NONE OF THE PARTIES SHALL USE THE DISCLOSED
PERSONAL INFORMATION FOR ANY PURPOSES OTHER THAN THOSE RELATED TO THE
PERFORMANCE OF THIS AGREEMENT AND THE COMPLETION OF THE PURCHASE.
(C)
EACH OF THE PARTIES ACKNOWLEDGES AND CONFIRMS THAT THE DISCLOSURE
OF PERSONAL INFORMATION IS NECESSARY FOR THE PURPOSES OF DETERMINING IF THE
PARTIES SHALL PROCEED WITH THE PURCHASE, AND THAT THE DISCLOSURE OF PERSONAL
INFORMATION RELATES SOLELY TO THE CARRYING ON OF THE BUSINESS, OR THE COMPLETION
OF THE PURCHASE.
(D)
PURCHASER SHALL AT ALL TIMES KEEP STRICTLY CONFIDENTIAL ALL
DISCLOSED