Common use of Total Transaction Clause in Contracts

Total Transaction. (i) Prior to the execution of this Agreement, Parent has delivered to the Company a true, correct and complete copy of an executed memorandum of understanding dated May 17, 2016 (the “MOU”) between Parent and Total in respect of the proposed acquisition by Total of certain assets from Parent or its Affiliates following the Effective Time (the “Total Transaction”). As of the date of this Agreement, the MOU has not been amended or modified and no such amendment or modification is pending or intended. As of the date hereof, there are no side letters, arrangements or other agreements related to the Total Transaction other than the MOU. (ii) As of the date hereof, there is no default or breach under the MOU by Parent or any of its Affiliates or, to the knowledge of Parent, Total, and no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent or any of its Affiliates or, to the knowledge of Parent, Total, under the MOU.