SUCH EMERGENCY AND OBLIGATIONS), (IV) ENTER
INTO A CONTRACT WITH AN AFFILIATE OF NOBLE OR A CONTRACT WITH A TERM OF GREATER
THAN THIRTY (30) DAYS (WHICH CONTRACTS REGARD THE ASSETS) UNLESS IT CAN BE
TERMINATED WITHOUT PENALTY ON NO MORE THAN THIRTY (30) DAYS NOTICE, OR (V)
TERMINATE, OR MATERIALLY AMEND, OR AGREE TO TERMINATE OR MATERIALLY AMEND, ANY
OF THE MATERIAL CONTRACTS, EXCEPT RENEWALS OR EXTENSIONS OF SUCH CONTRACTS ON
SUBSTANTIALLY THE SAME TERMS.
IF PURCHASER FAILS TO PROVIDE SUCH APPROVAL WITH
RESPECT TO THE FIRST SENTENCE OF THIS SECTION 6.1 OR CONSENT WITH RESPECT TO THE
SECOND SENTENCE OF THIS SECTION 6.1 WITHIN TEN (10) DAYS (OR SUCH SHORTER PERIOD
OF TIME AS MAY BE REASONABLY REQUIRED) OF RECEIVING NOBLE'S WRITTEN REQUEST
THEREFOR, THEN PURCHASER SHALL BE DEEMED TO HAVE APPROVED OF OR CONSENTED TO THE
REQUEST SET FORTH IN SUCH WRITTEN NOTICE.
6.2
HSR ACT.
IF APPLICABLE, NOBLE SHALL PREPARE
AND SUBMIT, IN A TIMELY MANNER, ALL NECESSARY FILINGS FOR NOBLE IN CONNECTION
WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT THAT MAY BE REQUIRED UNDER
THE HSR ACT AND THE RULES AND REGULATIONS THEREUNDER.
NOBLE SHALL REQUEST
EXPEDITED TREATMENT OF SUCH FILING BY THE FEDERAL TRADE COMMISSION, SHALL
PROMPTLY MAKE ANY APPROPRIATE OR NECESSARY SUBSEQUENT OR SUPPLEMENTAL FILINGS,
AND SHALL COOPERATE WITH PURCHASER IN THE PREPARATION OF SUCH FILINGS AS ARE
NECESSARY AND APPROPRIATE.
ARTICLE 7
PRE-CLOSING OBLIGATIONS OF PURCHASER
7.1
CONFIDENTIALITY.
PURCHASER SHALL CAUSE (A)
ANY INFORMATION RELATING TO THE TERMS OF THE TRANSACTIONS CONTEMPLATED HEREUNDER
AND (B) THE INFORMATION AND DATA FURNISHED OR MADE AVAILABLE BY NOBLE TO
PURCHASER AND ITS OFFICERS, EMPLOYEES, REPRESENTATIVES, AFFILIATES AND POTENTIAL
FINANCING SOURCES IN CONNECTION WITH THIS AGREEMENT OR PURCHASER'S INVESTIGATION
OF THE ASSETS, IN EACH CASE TO BE MAINTAINED IN CONFIDENCE AND NOT TO BE USED
FOR ANY PURPOSE OTHER THAN IN CONNECTION WITH THIS AGREEMENT OR PURCHASER'S
INVESTIGATION OF THE ASSETS; PROVIDED, HOWEVER, THAT THE FOREGOING OBLIGATION
SHALL TERMINATE ON THE EARLIER TO OCCUR OF (I) THE CLOSING, (II) SUCH TIME AS
THE INFORMATION OR DATA IN QUESTION IS DISCLOSED TO PURCHASER BY A THIRD PARTY
THAT IS NOT OBLIGATED TO NOBLE TO MAINTAIN SAME IN CONFIDENCE, OR (III) SUCH
TIME AS THE INFORMATION OR DATA IN QUESTION BECOMES GENERALLY AVAILABLE TO THE
OIL AND GAS INDUSTRY OTHER THAN THROUGH THE BREACH OF THE FOREGOING OBLIGATION.
THE OBLIGATIONS OF PURCHASER UNDER THIS SECTION 7.1 SHALL BE IN ADDITION TO, AND
NOT IN LIEU OF, PURCHASER'S OBLIGATIONS UNDER THE CONFIDENTIALITY AGREEMENT
PREVIOUSLY EXECUTED BY NOBLE AND FIRST RESERVE CORPORATION. NOTWITHSTANDING
ANYTHING TO THE CONTRARY CONTAINED IN THE CONFIDENTIALITY AGREEMENT, PURCHASER
ACKNOWLEDGES AND AGREES THAT THE TERMS AND PROVISIONS OF THE CONFIDENTIALITY
AGREEMENT SHALL NOT BE SUPERSEDED BY THE PROVISIONS OF THIS AGREEMENT, BUT SHALL
CONTINUE IN FULL FORCE AND EFFECT UNTIL THE CLOSING OF THE TRANSACTIONS
23
DESCRIBED HEREIN, AT WHICH TIME, SUCH AGREEMENT SHALL AUTOMATICALLY EXPIRE AND
BE OF NO FURTHER FORCE AND EFFECT.
7.2
RETURN OF DATA.
PURCHASER AGREES THAT IF
THIS AGREEMENT IS