Common use of Further Action; Efforts Clause in Contracts

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate transactions contemplated by this Agreement, including preparing and filing as promptly as practicable all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary to consummate the transactions contemplated by this Agreement. (b) In the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Authority or private party challenging any of the transactions contemplated by this Agreement, or any other agreement contemplated hereby, each of the Company and Investor shall cooperate with each other and use its respective reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement. (c) Each of the Company, it Subsidiaries and the Investor shall hold, and shall cause their respective Representatives (as defined in the Confidentiality Agreement) to hold, all information received from the other party, directly or indirectly, in confidence in accordance with, and shall otherwise abide by and be subject to, the terms and conditions of the Confidentiality Agreement, which Confidentiality Agreement shall survive any termination of this Agreement. (d) On or before the earlier of (x) January 31, 2012 or (y) two Business Days immediately preceding the Closing Date, the Company shall supplement the well lists set forth on Section 1.1A of the Disclosure Schedule, to the extent reasonably practicable, to include as additions to such schedule (i) the status of any well for which status is not already identified thereon as of the date hereof and (ii) the API well numbers for those ▇▇▇▇▇ listed for which no such number is disclosed.

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, each party will Party shall (and, in the case of Parent, cause each of its Subsidiaries and Affiliates (collectively, the “Parent Group”) to) use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law Laws and regulations, including Insurance Laws, or pursuant to any contract or agreement to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and advisable (and in any event no later than the End Date) and to consummate the Merger and the other transactions contemplated by this AgreementAgreement as soon as reasonably practicable, including (i) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings, notices(ii) obtaining as promptly as reasonably practicable (and in any event no later than the End Date) all actions or nonactions, petitionswaivers, statementsconsents, registrations, submissions expirations or terminations of informationwaiting periods, applications approvals, permits and authorizations necessary or advisable to be obtained from any third party or any Governmental Entity in order to consummate the transactions contemplated by this Agreement, (iii) without limiting the obligations of Parent under Section 6.4(c), avoiding the entry of, effecting the dissolution of, and having vacated, modified, suspended, eliminated, lifted, reversed or overturned, any decree, decision, determination, order or judgment entered or issued or that becomes reasonably foreseeable to be entered or issued, that would, or would reasonably be expected to, prevent, restrain, enjoin, prohibit, make unlawful, restrict or delay the consummation of the contemplated transactions, so as to enable the Parties to close the contemplated transactions as expeditiously as practicable (but in no event later than the End Date), including the defending through litigation on the merits of any claim asserted in any court, agency or other documents proceeding by any Person or entity (including any Governmental Entity) seeking to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement, and (iv) executing and delivering any additional instruments necessary to consummate the transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, (1) each Party hereto agrees to file, or cause to be filed, all appropriate Notification and Report Forms pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as reasonably practicable, (2) Parent shall, and shall use its reasonable best efforts to cause each of its control persons under applicable Law, if applicable, to file a “Form A” Approval of Acquisition of Control with the Insurance Regulators set forth in Section 3.20(a) of the Company Disclosure Letter with respect to the acquisition of control of the Company Insurance Subsidiaries (the “Form A Filings”), within twenty (20) Business Days after the date hereof, (3) Parent shall file any pre-acquisition notifications on “Form E” or similar market share notifications (the “Form E Filings”) (xx) in each jurisdiction in which a Form A Filing is made or required to be made pursuant to Section 6.4(a)(iv)(2), concurrently with each such Form A and (yy) in each other jurisdiction, within twenty (20) Business Days after the date on which the last Form A Filing described in clause (xx) has been filed, but in no event later than forty (40) Business Day after the date hereof, and in each case of this clause (yy), only where required by applicable Insurance Laws, (4) Parent shall file a change-of-control application with Lloy▇’▇ ▇▇ London with respect to PRA Corporate Capital Ltd. within twenty (20) Business Days after the date hereof, (5) the Company shall file with the Cayman Islands Monetary Authority an application for approval for acquisition of control with respect to those Subsidiaries of the Company that are licensed entities in the Cayman Islands, within twenty (20) Business Days after the date hereof, (6) Parent shall, and shall use its reasonable best efforts to cause each of its control persons under applicable Law, if applicable, to file a FIN531 change-of-control filing with the Texas Department of Insurance pursuant to Tex. Ins. Code § 4001.253 with respect to those Subsidiaries of Company that are licensed as insurance agencies in the State of Texas, within twenty (20) Business Days after the date hereof, (7) Parent or the Company, as applicable, shall, and shall use its reasonable best efforts to cause each of their control persons under applicable Law, if applicable, to, make any other necessary, proper, or advisable registrations, filings, and notices under non-U.S. Insurance Laws within twenty (20) Business Days after the date hereof, and (8) each Party hereto agrees to and to file, or cause to be filed, any filing (or, for jurisdictions where submission of a draft prior to formal notification is appropriate, a draft thereof) required under any other applicable Antitrust or Foreign Investment Law or Insurance Law with respect to the transactions contemplated hereby as promptly as practicable and in any event within twenty (20) Business Days of the date hereof (unless otherwise agreed to by the Parties), and to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act or such other Antitrust or Foreign Investment Law or Insurance Law and to take any and all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act or such other Antitrust or Foreign Investment Law or Insurance Law as soon as practicable. (b) In connection with the efforts and obligations referenced in Section 6.4(a) to obtain all requisite actions or nonactions, waivers, consents, registrations, expirations or terminations of waiting periods, approvals, permits and authorizations for the transactions contemplated by this Agreement under the HSR Act or any other applicable Antitrust or Foreign Investment Law or Insurance Law, each of Parent and Merger Sub, on the one hand, and the Company and the Company Insurance Subsidiaries, on the other hand, shall (i) consult and cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (ii) subject to applicable Law, furnish to the other Party as promptly as reasonably practicable all information required for any application or other filing to be made by the other Party pursuant to any applicable Law in connection with the transactions contemplated by this Agreement, (iii) promptly notify the other Party of any substantive communication received by such Party from, or given by such Party to, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) or any other U.S. or foreign Governmental Entity and of any substantive communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby and, subject to applicable Law, furnish the other Party promptly with copies of all correspondence, filings and communications between them and the FTC, the DOJ or any other Governmental Entity with respect to the transactions contemplated by this Agreement, (iv) respond as promptly as reasonably practicable to any inquiries received from, and supply as promptly as reasonably practicable any additional information or documentation that may be requested by the FTC, the DOJ or by any other Governmental Entity in respect of such registrations, declarations and filings or such transactions, and (v) permit the other Party to review any substantive communication given by it to, and consult with each other in advance, and consider in good faith the other Party’s reasonable comments in connection with, any filing, notice, application, submission, communication, meeting or conference with, the FTC, the DOJ or any other Governmental Entity or, in connection with any proceeding by a private party, with any other Person. No Party shall independently participate in any substantive meeting or communication with any Governmental Entity in respect of any such filings, investigation or other inquiry relating to Section 6.4(a) or Section 6.4(b) without giving the other Parties sufficient prior notice of the meeting and, to the extent permitted by such Governmental Entity, the opportunity to attend and/or participate in such substantive meeting or communication. The Company shall not commit to or agree with any Governmental Entity to stay, toll or extend any applicable waiting period, “pull-and-refile” pursuant to 16 C.F.R. 804.16 any filing made under the HSR Act, enter into a timing agreement, including any agreement to delay the consummation or not to consummate the transactions, or take any similar action, without the prior written consent (email to be sufficient) of Parent. The Parties acknowledge and agree that Parent shall control and direct (and the Company shall cooperate with Parent in connection with) all strategy and decisions with respect to obtaining all approvals or other clearances under any applicable Antitrust or Foreign Investment Law or Insurance Law, including all filings (including where to file and the timing of such filings) and any withdrawals and/or refiling thereof, strategies, processes, negotiation of settlements (if any), and related proceedings contemplated by this Section 6.4, including for the avoidance of doubt the marketing or sale of any part of the Company’s, Parent’s or any of their respective Affiliates’ businesses or assets; provided, however, that Parent shall provide the Company a reasonable opportunity to consult and consider such strategy and decisions and Parent will consider the Company’s input and views with respect thereto in good faith (including with respect to any stay, toll or extension, “pull-and-refile”, entry into a timing agreement or any similar action described in the immediately preceding sentence). (c) Parent shall, and shall cause each member of the Parent Group to, take any and all steps necessary, proper or advisable to (i) resolve, avoid, or eliminate impediments or objections, if any, that may be asserted with respect to the transactions contemplated by this Agreement under any Antitrust or Foreign Investment Law or Insurance Law or (ii) avoid the entry of, effect the dissolution of, and have vacated, modified, suspended, eliminated, lifted, reversed or overturned, any decree, decision, determination, order or judgment entered or issued under any Antitrust or Foreign Investment or Insurance Law or that becomes reasonably foreseeable to be entered or issued, that would, or would reasonably be expected to, prevent, restrain, enjoin, prohibit, make unlawful, restrict or delay the consummation of the contemplated transactions, so as to enable the Parties to close the contemplated transactions as expeditiously as practicable (but in no event later than the End Date), including (A) the defense through litigation on the merits of any claim under any Antitrust or Foreign Investment or Insurance Law asserted in any court, agency or other proceeding by any Person or entity (including any Governmental Entity) seeking to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement and (B) (1) proposing, negotiating, committing to, agreeing to and effecting, by consent decree, hold separate orders or otherwise, the sale, lease, divestiture, disposition, or license (or holding separate pending such disposition) of any assets, operations, rights, product lines, licenses, properties, products, rights, services or businesses of Parent or any member of the Parent Group, or the Company or its Subsidiaries or any interest therein, (2) otherwise taking or committing or agreeing to restrictions or actions that after the Effective Time would limit Parent’s, any member of the Parent Group’s, or the Company’s or its Subsidiaries’ freedom of action or operations with respect to, or its or their ability to retain, any assets, operations, rights, product lines, licenses, properties, products, rights, services or businesses of Parent, the Parent Group or the Company or its Subsidiaries or any interest or interests therein, including any rate freeze, rate decrease or restrictions to compete, or any capital contribution, capital support agreement, guarantee, keepwell or other similar capital maintenance undertaking (including to maintain a minimum risk-based capital level or rating), restrictions on dividends or distributions or (3) agreeing to enter into, modify or terminate existing contractual relationships, contractual rights or contractual obligations, and promptly effecting the sale, lease, license, divestiture, disposal and holding separate of, assets, operations, rights, product lines, licenses, properties, products, rights, services or businesses of Parent, the Parent Group, or the Company or its Subsidiaries or any interest or interests therein and the entry into agreements with, and submission to orders of, the relevant Governmental Entity giving effect thereto or to such restrictions or actions (such sale, lease, license, divestiture, disposal and holding separate or other action described in clause (B), a “Regulatory Remedy”); provided that notwithstanding anything to the contrary set forth in this Agreement, neither Parent nor any member of the Parent Group shall be required to take or cause to be taken, do or cause to be done, propose, negotiate, commit to, suffer, become subject to, agree to or effect any Regulatory Remedy, or take any other action contemplated by this Section 6.4(c) (including as a result of any award, judgment, injunction or other order issued, entered or otherwise put into effect as a result of any claim asserted by any Person) under any Antitrust or Foreign Investment Law or Insurance Law, that would or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the assets, business, results of operation or financial condition of (x) the Company and its Subsidiaries, taken as a whole, or (y) Parent and its Subsidiaries, taken as a whole (any such action, a “Burdensome Condition”). Prior to Parent being entitled to invoke a Burdensome Condition, the parties and their respective Representatives shall promptly confer in good faith in order to (x) exchange and review their respective views and positions as to any Burdensome Condition or potential Burdensome Condition, (y) discuss in good faith potential approaches that would avoid such Burdensome Condition or mitigate its impact including with respect to further discussions with or analyses or other information to be provided to any U.S. or foreign Governmental Entity, and (z) negotiate in good faith with respect to any potential modification of the terms of this Agreement or the other agreements or transactions contemplated hereby, on mutually acceptable terms and on an equitable basis, in a way that would substantially eliminate any such Burdensome Condition or sufficiently mitigate its adverse effect so that it would no longer constitute a Burdensome Condition hereunder. The Company shall effectuate or agree to effectuate a Regulatory Remedy if requested to do so by Parent and shall not effectuate or agree to effectuate a Regulatory Remedy without the prior written consent of Parent. (d) Subject to the obligations under Section 6.4(b), and Section 6.4(c) in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Authority Entity or private party challenging the Merger or any of the transactions other transaction contemplated by this Agreement, or any other agreement contemplated hereby, (i) each of Parent, Merger Sub and the Company shall, and Investor Parent shall cause each member of the Parent Group to, cooperate in all respects with each other and use its respective reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement. (c) Each of the Company, it Subsidiaries and the Investor shall hold, and shall cause their respective Representatives (as defined in the Confidentiality Agreement) to hold, all information received from the other party, directly or indirectly, in confidence in accordance with, and shall otherwise abide by and be subject to, the terms and conditions of the Confidentiality Agreement, which Confidentiality Agreement shall survive any termination of this Agreement. (d) On or before the earlier of (x) January 31, 2012 or (y) two Business Days immediately preceding the Closing Date, the Company shall supplement the well lists set forth on Section 1.1A of the Disclosure Schedule, to the extent reasonably practicable, to include as additions to such schedule (i) the status of any well for which status is not already identified thereon as of the date hereof and (ii) the API well numbers for those ▇▇▇▇▇ listed for which no such number is disclosed.

Further Action; Efforts. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, each party will of the parties hereto shall, and shall cause their respective Subsidiaries to, use its commercially reasonable best efforts to take, or cause to be taken, all actions actions, and to use commercially reasonable efforts to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or and advisable under applicable Law to consummate transactions contemplated by this Agreementand make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including preparing and filing as promptly as practicable all documentation commercially reasonable efforts to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents take such acts necessary to consummate cause the transactions contemplated by this Agreementconditions precedent set forth in Article 6 to be satisfied. (b) In furtherance and not in limitation of the covenants of the parties contained in Section 5.4(a), in the event that any administrative legal, administrative, arbitral or judicial action or other proceeding is instituted (or threatened to be instituted) by a Governmental Authority or private party challenging any of the transactions contemplated by this Agreement, Transactions or in the event that any other agreement contemplated herebyGovernmental Authority shall otherwise object to any of the Transactions, each of Parent, Merger Sub and the Company and Investor shall cooperate with each other and use its respective reasonable best efforts efforts: (i) to vigorously defend, contest and resist any such action or proceeding and proceeding; (ii) to have vacated, lifted, reversed or overturned any decreeinjunction, order, judgment, injunction ruling or other orderdecree, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this AgreementTransactions; and (iii) to resolve objections. (c) Each of Notwithstanding anything in this Agreement to the Companycontrary, it Subsidiaries and the Investor shall hold, and shall cause their respective Representatives (as defined nothing contained in the Confidentiality Agreement) to hold, all information received from the other party, directly or indirectly, in confidence in accordance with, and shall otherwise abide by and be subject to, the terms and conditions of the Confidentiality Agreement, which Confidentiality this Agreement shall survive be deemed to require Parent or the Company or any termination Subsidiary or Affiliate thereof to agree to any Action of Divestiture. The Company shall not take or agree to take any Action of Divestiture without the prior written consent of Parent. For purposes of this Agreement. (d) On or before the earlier agreement, an "Action of Divestiture" shall mean (x) January 31any license, 2012 sale or other disposition or holding separate (through establishment of a trust or otherwise) of any shares of capital stock or of any business, assets or properties of Parent, its subsidiaries or Affiliates or of the Company or its Subsidiaries, (y) two Business Days immediately preceding the Closing Dateimposition of any limitation on the ability of Parent, its subsidiaries or Affiliates or the Company or its Subsidiaries to conduct their respective businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of their respective businesses and, in the case of Parent, the Company shall supplement the well lists set forth on Section 1.1A businesses of the Disclosure ScheduleCompany and its Subsidiaries, to the extent reasonably practicable, to include as additions to such schedule or (iz) the status imposition of any well for which status is not already identified thereon as of impediment on Parent, its subsidiaries or Affiliates or the date hereof and (ii) the API well numbers for those ▇▇▇▇▇ listed for which no such number is disclosedCompany or its Subsidiaries under any statute, rule, regulation, executive order, decree, order or other legal restraint governing competition, monopolies or restrictive trade practices.

Further Action; Efforts. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, each party will of the parties hereto shall, and shall cause their respective Subsidiaries to, use its commercially reasonable best efforts to take, or cause to be taken, all actions actions, and to use commercially reasonable efforts to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or and advisable under applicable Law to consummate transactions contemplated by this Agreementand make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including preparing and filing as promptly as practicable all documentation commercially reasonable efforts to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents take such acts necessary to consummate cause the transactions contemplated by this Agreementconditions precedent set forth in Article 6 to be satisfied. (b) In furtherance and not in limitation of the covenants of the parties contained in Section 5.4(a), in the event that any administrative legal, administrative, arbitral or judicial action or other proceeding is instituted (or threatened to be instituted) by a Governmental Authority or private party challenging any of the transactions contemplated by this Agreement, Transactions or in the event that any other agreement contemplated herebyGovernmental Authority shall otherwise object to any of the Transactions, each of Parent, Merger Sub and the Company and Investor shall cooperate with each other and use its respective reasonable best efforts efforts: (i) to vigorously defend, contest and resist any such action or proceeding and proceeding; (ii) to have vacated, lifted, reversed or overturned any decreeinjunction, order, judgment, injunction ruling or other orderdecree, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this AgreementTransactions; and (iii) to resolve objections. (c) Each of Notwithstanding anything in this Agreement to the Companycontrary, it Subsidiaries and the Investor shall hold, and shall cause their respective Representatives (as defined nothing contained in the Confidentiality Agreement) to hold, all information received from the other party, directly or indirectly, in confidence in accordance with, and shall otherwise abide by and be subject to, the terms and conditions of the Confidentiality Agreement, which Confidentiality this Agreement shall survive be deemed to require Parent or the Company or any termination Subsidiary or Affiliate thereof to agree to any Action of Divestiture. The Company shall not take or agree to take any Action of Divestiture without the prior written consent of Parent. For purposes of this Agreement. (d) On or before the earlier agreement, an “Action of Divestiture” shall mean (x) January 31any license, 2012 sale or other disposition or holding separate (through establishment of a trust or otherwise) of any shares of capital stock or of any business, assets or properties of Parent, its subsidiaries or Affiliates or of the Company or its Subsidiaries, (y) two Business Days immediately preceding the Closing Dateimposition of any limitation on the ability of Parent, its subsidiaries or Affiliates or the Company or its Subsidiaries to conduct their respective businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of their respective businesses and, in the case of Parent, the Company shall supplement the well lists set forth on Section 1.1A businesses of the Disclosure ScheduleCompany and its Subsidiaries, to the extent reasonably practicable, to include as additions to such schedule or (iz) the status imposition of any well for which status is not already identified thereon as of impediment on Parent, its subsidiaries or Affiliates or the date hereof and (ii) the API well numbers for those ▇▇▇▇▇ listed for which no such number is disclosedCompany or its Subsidiaries under any statute, rule, regulation, executive order, decree, order or other legal restraint governing competition, monopolies or restrictive trade practices.

Further Action; Efforts. (a) Subject to Upon the terms and subject to the conditions of this Agreement, each party will of the parties shall use its commercially reasonable best efforts to (i) take, or cause to be taken, all actions and to do, or cause to be done, and cooperate with each other in order to do, all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement as soon as practicable and (ii) do all things necessary, proper or advisable under applicable Law laws and regulations to consummate the Merger and the other transactions contemplated by this AgreementAgreement at the earliest practicable date, including preparing including: (A) causing the preparation and filing as promptly as practicable of all documentation forms, registrations and notices required to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary be filed to consummate the transactions contemplated Merger; (B) defending all lawsuits and other proceedings by or before any Governmental Entity challenging this Agreement. (b) In Agreement or the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Authority or private party challenging any consummation of the transactions contemplated by this Agreement, or any other agreement contemplated hereby, each of the Company Merger; and Investor shall cooperate with each other and use its respective (C) using commercially reasonable best efforts to contest and resist prevent the entry of any such action or proceeding court order, and to have vacated, lifted, reversed or overturned any injunction, decree, judgmentruling, injunction order or other orderaction of any Governmental Entity that would prevent, whether temporaryprohibit, preliminary restrict or permanent, that is in effect and that prohibits, prevents or restricts delay the consummation of the transactions contemplated by this Agreement. (c) . Each of the Companyparties hereto agrees to treat the receipt of the Merger Consideration in exchange for shares of Company stock pursuant to the Merger as a taxable sale and purchase of Company stock for income tax purposes. With respect to any potential withholding tax under Section 1445 of the Internal Revenues Code of 1986, it Subsidiaries and as amended (the Investor shall hold"Code"), and shall cause their respective Representatives the parties hereto intend to rely on the exemption from such withholding tax pursuant to Code Section 897(c)(3) with respect to stockholders who beneficially own Common Stock representing five percent (as defined 5%) or less ownership in the Confidentiality Agreement) to hold, all information received from Company. Promptly after the other party, directly or indirectly, in confidence in accordance with, and shall otherwise abide by and be subject to, the terms and conditions of the Confidentiality Agreement, which Confidentiality Agreement shall survive any termination of this Agreement. (d) On or before the earlier of (x) January 31, 2012 or (y) two Business Days immediately preceding the Closing Datedate hereof, the Company shall supplement will make a determination as to whether the well lists set forth on Company is able to supply a certificate in accordance with Treas. Reg. 1.1445-2(c)(3) that the Company is not a United States real property holding corporation so that no withholding will be required under Code Section 1.1A 1445. Notwithstanding the foregoing, except as otherwise expressly provided by this Agreement, none of the Disclosure Scheduleparties hereto nor any of their respective Affiliates shall be obligated to make any payments or otherwise pay any consideration to any third party to obtain any applicable consent, waiver, settlement or approval in order to consummate the extent reasonably practicable, to include as additions to such schedule (i) the status of any well for which status is not already identified thereon as of the date hereof and (ii) the API well numbers for those ▇▇▇▇▇ listed for which no such number is disclosedtransactions contemplated hereby.

Further Action; Efforts. (a) Subject to Upon the terms and subject to the conditions of this Agreement, each party will of the parties shall use its reasonable best efforts to (i) take, or cause to be taken, all actions and to do, or cause to be done, and cooperate with each other in order to do, all things necessary, proper or advisable (including under any Antitrust Law) to consummate the transactions contemplated by this Agreement as soon as practicable and (ii) do all things necessary, proper or advisable under applicable Law laws and regulations to consummate the Merger and the other transactions contemplated by this AgreementAgreement at the earliest practicable date, including preparing including: (A) causing the preparation and filing of all forms, registrations and notices required to be filed to consummate the Merger and the taking of such actions as promptly as practicable are necessary to obtain any requisite consent, (B) using reasonable best efforts to defend all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications lawsuits and other documents necessary legal proceedings by or before any Governmental Entity challenging this Agreement or the consummation of the Merger, and (C) using reasonable best efforts to consummate resolve any objection asserted with respect to the transactions contemplated under this Agreement under any Antitrust Law raised by any Governmental Entity and to prevent the entry of any court order, and to have vacated, lifted, reversed or overturned any injunction, decree, ruling, order or other action of any Governmental Entity that would prevent, prohibit, restrict or delay the consummation of the transactions contemplated by this Agreement. (b) In furtherance and not in limitation of the provisions of Section 6.8(a), to the extent required by PRC law, each of the parties, as applicable, agrees to prepare and file as promptly as practicable, and in any event that by no later than fifteen (15) Business Days from the date of this Agreement an initial filing with the PRC Anti-Monopoly Bureau pursuant to the PRC Anti-Monopoly Law. Parent shall pay all filing fees and other charges for the filings required under the PRC Anti-Monopoly Law by the Company and Parent. (c) If a party receives a request for information or documentary material from any administrative Governmental Entity with respect to this Agreement or judicial action any of the transactions contemplated hereby then such party shall in good faith make, or proceeding is instituted (or threatened cause to be institutedmade, as soon as reasonably practicable and after consultation with the other party, a response which is, at a minimum, in substantial compliance with such request. (d) by a Governmental Authority or private party challenging any The parties shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement and work cooperatively in connection with obtaining the approvals of or clearances from each applicable Governmental Entity, including: (i) cooperating with each other in connection with filings required to be made by any party (including under any Antitrust Law) and liaising with each other in relation to each step of the procedure before the relevant Governmental Entities and as to the contents of all communications with such Governmental Entities. In particular, to the extent permitted by law or Governmental Entity, no party will make any notification in relation to the transactions contemplated hereunder without first providing the other party with a copy of such notification in draft form and giving such other party a reasonable opportunity to discuss its content before it is filed with the relevant Governmental Entities, and such first party shall consider and take account of all reasonable comments timely made by the other party in this respect; (ii) furnishing to each other party all information within its possession that is required for any application or other filing to be made by the other party pursuant to applicable law in connection with the transactions contemplated by this Agreement, ; (iii) promptly notifying each other of any communications from or with any other agreement Governmental Entity with respect to the transactions contemplated hereby, by this Agreement and ensuring to the extent permitted by law or Governmental Entity that each of the Company parties is entitled to attend any meetings with or other appearances before any Governmental Entity with respect to the transactions contemplated by this Agreement; (iv) consulting and Investor shall cooperate cooperating with each other in connection with all analyses, appearances, presentations, memoranda, briefs, arguments, opinions and use its respective reasonable best efforts proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to contest the Antitrust Laws; and (v) without prejudice to any rights of the parties hereunder, consulting and resist cooperating in all respects with each other in defending all lawsuits and other proceedings by or before any such action Governmental Entity challenging this Agreement or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts the consummation of the transactions contemplated by this Agreement. (ce) Each Notwithstanding the foregoing, commercially and/or competitively sensitive information and materials of the Company, it Subsidiaries and the Investor shall hold, and shall cause their respective Representatives (as defined in the Confidentiality Agreement) a party will be provided to hold, all information received from the other party, directly or indirectly, in confidence in accordance with, and shall otherwise abide by and be subject to, the terms and conditions of the Confidentiality Agreement, which Confidentiality Agreement shall survive any termination of this Agreement. (d) On or before the earlier of (x) January 31, 2012 or (y) two Business Days immediately preceding the Closing Date, the Company shall supplement the well lists set forth party on Section 1.1A of the Disclosure Schedulean outside-counsel-only basis while, to the extent reasonably practicablefeasible, making a version in which the commercial and/or competitively sensitive information has been redacted available to include as additions to such schedule (i) the status of any well for which status is not already identified thereon as of the date hereof and (ii) the API well numbers for those ▇▇▇▇▇ listed for which no such number is disclosedother party.

Further Action; Efforts. (a) Subject to Upon the terms and subject to the conditions of this Agreement, each party will of the parties shall use its commercially reasonable best efforts to (i) take, or cause to be taken, all actions and to do, or cause to be done, and cooperate with each other in order to do, all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement as soon as practicable and (ii) do all things necessary, proper or advisable under applicable Law laws and regulations to consummate the Merger and the other transactions contemplated by this AgreementAgreement at the earliest practicable date, including preparing including: (A) causing the preparation and filing as promptly as practicable of all documentation forms, registrations and notices required to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary be filed to consummate the transactions contemplated Merger; (B) defending all lawsuits and other proceedings by or before any Governmental Entity challenging this Agreement. (b) In Agreement or the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Authority or private party challenging any consummation of the transactions contemplated by this Agreement, or any other agreement contemplated hereby, each of the Company Merger; and Investor shall cooperate with each other and use its respective (C) using commercially reasonable best efforts to contest and resist prevent the entry of any such action or proceeding court order, and to have vacated, lifted, reversed or overturned any injunction, decree, judgmentruling, injunction order or other orderaction of any Governmental Entity that would prevent, whether temporaryprohibit, preliminary restrict or permanent, that is in effect and that prohibits, prevents or restricts delay the consummation of the transactions contemplated by this Agreement. (c) . Each of the Companyparties hereto agrees to treat the receipt of the Merger Consideration in exchange for shares of Company stock pursuant to the Merger as a taxable sale and purchase of Company stock for income tax purposes. With respect to any potential withholding tax under Section 1445 of the Internal Revenues Code of 1986, it Subsidiaries and as amended (the Investor shall hold“Code”), and shall cause their respective Representatives the parties hereto intend to rely on the exemption from such withholding tax pursuant to Code Section 897(c)(3) with respect to stockholders who beneficially own Common Stock representing less than five percent (as defined 5%) ownership in the Confidentiality Agreement) to hold, all information received from Company. Promptly after the other party, directly or indirectly, in confidence in accordance with, and shall otherwise abide by and be subject to, the terms and conditions of the Confidentiality Agreement, which Confidentiality Agreement shall survive any termination of this Agreement. (d) On or before the earlier of (x) January 31, 2012 or (y) two Business Days immediately preceding the Closing Datedate hereof, the Company shall supplement will make a determination as to whether the well lists set forth on Company is able to supply a certificate in accordance with Treas. Reg. §1.1445-2(c)(3) that the Company is not a United States real property holding corporation so that no withholding will be required under Code Section 1.1A 1445. Notwithstanding the foregoing, except as otherwise expressly provided by this Agreement, none of the Disclosure Scheduleparties hereto nor any of their respective Affiliates shall be obligated to make any payments or otherwise pay any consideration to any third party to obtain any applicable consent, waiver, settlement or approval in order to consummate the extent reasonably practicable, to include as additions to such schedule (i) the status of any well for which status is not already identified thereon as of the date hereof and (ii) the API well numbers for those ▇▇▇▇▇ listed for which no such number is disclosedtransactions contemplated hereby.