SALES AGREEMENT

EXHIBIT 2.1
EXECUTION COPY

SALES AGREEMENT

BY AND AMONG

SCHLUMBERGER LIMITED,

BAKER HUGHES INCORPORATED

AND

THE OTHER PARTIES LISTED ON

THE SIGNATURES PAGES HERETO

APRIL 20, 2006

TABLE OF CONTENTS

MASTER SALES AGREEMENT

     This Master Sales Agreement (as it may be supplemented or amended in accordance with the provisions hereof, this “ Agreement ”), dated as of April 20, 2006, is by and among Schlumberger Limited, a Netherlands Antilles corporation (“ Buyer Parent ”), Schlumberger Technology Corporation, a Texas corporation and wholly owned subsidiary of Buyer Parent (“ STC ”), Schlumberger B.V., a Netherlands limited liability company and wholly owned subsidiary of Buyer Parent (“ SLBV ”), Schlumberger Oilfield Holdings Limited, a British Virgin Islands company and wholly owned subsidiary of Buyer Parent (“ SOHL ”), Schlumberger PLC, a United Kingdom limited liability company and wholly owned subsidiary of Buyer Parent (“ SPLC ”), and Schlumberger Canada Limited, an Ontario corporation and wholly owned subsidiary of Buyer Parent (“ SCL ” and, together with SLBV, SOHL and SPLC, the “ Non-US Buyer Owners ”), and Baker Hughes Incorporated, a Delaware corporation (“ Seller Parent ”).

     Seller Parent owns, through its subsidiaries, 30% of the outstanding equity interests (i) in each of WesternGeco L.L.C., a Delaware limited liability company (“ WGLLC ”), and WesternGeco Resources, Inc., a Delaware corporation (“ WGRI ” and, together with WGLLC, the “ US Venture Entities ”) (such equity interests in the US Venture Entities being hereinafter referred to, collectively, as the “ US Venture Interests ”), and (ii) in each of WesternGeco B.V., a Netherlands corporation (“ Dutch Venture Entity ”), WesternGeco Limited, a United Kingdom corporation (“ UK Venture Entity ”), WesternGeco Seismic Holdings Limited, a British Virgin Islands corporation (“ BVI Venture Entity ”), and WesternGeco Canada Limited, a Canadian partnership (“ Canadian Venture Entity ” and, together with the Dutch Venture Entity, UK Venture Entity and BVI Venture Entity, the “ Non-US Venture Entities ”) (such equity interests in the Non-US Venture Entities being hereinafter referred to, collectively, as the “ Non-US Venture Interests ”).

     STC desires to cause US Purchaser (as defined below) to purchase from Seller Parent and its subsidiaries, and Seller Parent desires to cause its subsidiaries to sell to US Purchaser, all of the US Venture Interests in accordance with this Agreement’s terms and conditions.

     The Non-US Buyer Owners desire to purchase from Seller Parent and its subsidiaries, and Seller Parent desires to cause its subsidiaries to sell to the Non-US Buyer Owners, all of the Non-US Venture Interests in accordance with this Agreement’s terms and conditions.

     Accordingly, in consideration of the premises and the mutual covenants of the Parties set forth herein and upon the terms and subject to the conditions set forth herein, the Parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE 1

      1.1 Definitions . The capitalized terms defined in this Section 1.1 , whenever used in this Agreement, shall have the following meanings for all purposes of this Agreement:

     “ Affiliate ” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with the Person in question. For purposes of this definition, “ Control ” means the possession, direct or

indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities or general partnership or managing member interests, by contract or otherwise. Without limiting the generality of the foregoing, a Person shall be deemed to control any other Person in which it owns, directly or indirectly, a majority of the ownership interests. For the purposes of this definition, the Venture Entities are deemed to be Affiliates of the Buyer Parent and deemed not to be Affiliates of Seller Parent.

     “ Aggregate Purchase Price ” has the meaning given such term in Section 2.2 .

     “ Agreement ” has the meaning given such term in the preamble to this Agreement.

     “ Applicable Law ” means any applicable statute, law, regulation, ordinance, rule, judgment, order, decree, permit, approval, concession, grant, franchise, license, agreement or requirement of any Governmental Authority having jurisdiction over the matter or matters in question, and in each case as existing (including all of the terms and provisions of applicable common law) at the time in question.

     “ Atlas ” means Western Atlas International, Inc., a Delaware corporation.

     “ Baker Hughes Canada ” means Baker Hughes Canada Company, a Nova Scotia company.

     “ Baker Hughes Indemnified Persons ” means Seller Parent and its Affiliates and their respective officers, directors, managers and employees.

      “Baker Hughes Transferred IP” has the meaning given such term in the MFA.

      “Baker Hughes (UK)” means Baker Hughes (UK) Limited, a United Kingdom corporation.

     “ BHI Branches ” means Baker Hughes International Branches, Inc., a Delaware corporation.

     “ Buyer Disclosure Letter ” means the disclosure letter from STC, with respect to itself and the US Venture Entities, Buyer Parent, with respect to itself, and the Non-US Buyer Owners, with respect to themselves and the Non-US Venture Entities, to Seller Parent dated and delivered the date of this Agreement and containing exceptions to the representations, warranties and covenants hereof and certain other information called for hereby.

     “ Buyer Owner ” means each of STC and the Non-US Buyer Owners, each of which is a subsidiary of Buyer Parent and each of which owns 70% of a Venture Entity.

      “Buyer Parent” has the meaning given such term in the preamble to this Agreement.

      “Buyer Party” means Buyer Parent, STC and each Non-US Buyer Owner.

     “ BVI Venture Entity ” has the meaning given such term in the preamble to this Agreement.

     “ BVI Venture Interests ” means all of the equity interests of the BVI Venture Entity held by Seller Parent and its Affiliates.

     “ BVI Venture Purchase Agreement ” means a purchase agreement between Western Sea and SOHL, pursuant to which Western Sea sells and SOHL purchases all of Western Sea’s equity interests in the BVI Venture Entity substantially in the form attached hereto as Exhibit A .

     “ Canadian Venture Entity ” has the meaning given such term in the preamble to this Agreement.

     “ Canadian Venture Interests ” means all of the equity interests of the Canadian Venture Entity held by Seller Parent and its Affiliates.

     “ Canadian Venture Purchase Agreement ” means a purchase agreement between Baker Hughes Canada and SCL, pursuant to which Baker Hughes Canada sells and SCL purchases all of Baker Hughes Canada’s equity interests in the Canada Venture Entity substantially in the form attached hereto as Exhibit A .

     “ Cash Distribution ” has the meaning given such term in Section 2.4(d) .

     “ Charter Documents ” means, with respect to any entity, (a) the articles or certificate of formation, incorporation or organization (or the equivalent organizational documents) of that entity, (b) the bylaws, limited liability company agreement or regulations or partnership agreements (or the equivalent governing documents) of that entity and (c) each document setting forth the designation, amount and relative rights, limitations and preferences of any class or series of equity ownership in that entity or any rights in respect of that entity’s equity ownership interests.

     “ Claim ” means any claim, demand, suit, action, investigation, proceeding, governmental action or cause of action of any kind or character (in each case, whether civil, criminal, investigative or administrative), known or unknown, under any theory, including those based on theories of contract, tort, statutory liability, strict liability, employer liability, premises liability, products liability or breach of warranty.

     “ Closing ” means the closing of the transactions contemplated by this Agreement to occur on the Closing Date.

     “ Closing Date ” has the meaning given such term in Section 2.3 .

     “ Code ” means the United States Internal Revenue Code of 1986, as amended.

     “ Covered Employee ” means (i) any employee (excluding secretarial or other administrative positions) of a Venture Entity, which employee is engaged in the Seismic Business, and (ii) any employee of Seller Parent or any Affiliate thereof or Buyer Parent or any Affiliate thereof that, in the case of this clause (ii), is engaged in the following activities excluded from the Seismic Business: borehole seismic, seismic while drilling, permanent seismic monitoring and passive seismic.

     “ Dutch Venture Entity ” has the meaning given such term in the preamble to this Agreement.

     “ Dutch Venture Interests ” means all of the equity interests of the Dutch Venture Entity held by Seller Parent and its Affiliates.

     “ Dutch Venture Purchase Agreement ” means a purchase agreement between BHI Branches and SLBV, pursuant to which BHI Branches sells and SLBV purchases all of BHI Branch’s equity interests in the Dutch Venture Entity substantially in the form attached hereto as Exhibit A .

      “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

      “Flowthrough Venture Entities” means, collectively, WGLLC, Canadian Venture Entity, and their respective subsidiaries.

     “ Future Developments ” has the meaning given such term in the MFA.

     “ Governmental Approval ” means any permit, license, franchise, approval, consent, waiver, certification, qualification or other authorization issued, granted, given or otherwise made available or the expiration or termination of any applicable waiting period by or under the authority of any Governmental Authority or pursuant to any Applicable Law.

     “ Governmental Authority ” means any federal, state, local or foreign government or any provincial, departmental or other political subdivision thereof, or any entity, body or authority exercising executive, legislative, judicial, regulatory, administrative or other governmental functions, including any court, department, commission, board, bureau, agency, instrumentality or administrative body.

     “ Intellectual Property ” has the meaning given such term in the MFA.

     “ Lien ” means, with respect to any property or other asset of any Person (or any revenues, income or profits of that Person therefrom) (in each case whether the same is consensual or nonconsensual or arises by contract, operation of law, legal process or otherwise), (i) any mortgage, lien, security interest, pledge, attachment, levy or other charge or encumbrance of any kind thereupon or in respect thereof or (ii) any other arrangement under which the same is transferred, sequestered or otherwise identified with the intention of subjecting the same to, or making the same available for, the payment or performance of any liability in priority to the payment of the ordinary, unsecured creditors of that Person. For purposes of this Agreement, a Person will be deemed to own subject to a Lien any asset that it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease, synthetic lease or other title retention agreement relating to that asset.

     “ Loss ” shall mean any loss, cost, liability or expense, settlement, damage of any kind, judgment, obligation, charge, fee, fine, penalty, interest, court cost and/or administrative and reasonable attorneys’ fees or disbursements (at all levels, including appellate), but excluding a party’s indirect corporate and administrative overhead costs.

     “ MFA ” means that certain Master Formation Agreement dated September 6, 2000, as amended by the First Amendment dated March 16, 2001, the Closing Agreement dated November 30, 2000, each by and among Buyer Parent, Seller Parent and the other parties listed on the signature pages thereto as well as amended by any Venture Entity or WGRI supplement executed pursuant to Section 3.11(b) of the MFA.

      “Non-US Buyer Owners” has the meaning given such term in the preamble to this Agreement.

      “Non-US Seller Owners” means BHI Branches, Baker Hughes (UK), Western Sea and Baker Hughes Canada, each of which owns a 30% equity interest in a Non-US Venture Entity.

      “Non-US Venture Entities” has the meaning given such term in the preamble to this Agreement.

      “Non-US Venture Interests” has the meaning given such term in the preamble to this Agreement.

      “Party” or “Parties” shall have the meaning given such terms in Section 1.3 .

     “ Person ” means any corporation, limited liability company, individual, joint stock company, joint venture, partnership, unincorporated association, Governmental Authority or other entity.

     “ SCL ” has the meaning given such term in the preamble to this Agreement.

      “ Seismic Business ” means, as carried on by the Venture Entities as of the Closing Date, the business of surface seismic acquisition and/or surface seismic data processing for the purpose of providing seismic images of the subsurface of the earth, including the following activities and services: (i) all forms of surface land, marine, ocean bottom cable and transition zone seismic data acquisition; (ii) all forms of surface seismic data processing, including the processing of 3D Vertical Seismic Profiling; (iii) recording of data from wellbore seismic arrays performed during simultaneous acquisition of surface 3D data; (iv) trenched in, buried near surface or seabed permanent array installation and acquisition; (v) surface seismic acquisition, processing and sales, in each case, of multiclient surveys; (vi) maintenance of surface seismic data processing centers, including licensing and support of surface seismic processing software; (vii) equipment design and manufacture for surface seismic acquisition and processing; (viii) research and development programs for any of the items in this paragraph and seismically-assisted reservoir solutions, including software relating thereto; and (ix) surface seismic data management services as necessary or desirable to perform the foregoing. The Seismic Business excludes any activity not specifically included, such as the following: interpretation activities other than those necessary to support acquisition and processing activities described above, borehole seismic acquisition, installation and acquisition of data from wellbore seismic arrays except as noted in clause (iii) above, reservoir management, commercial seismically-assisted reservoir solutions, non-seismic data management and non-seismic dynamic reservoir characterization and performance prediction.

      “ Seismic Processing Software Platform ” has the meaning given such term in the MFA.

     “ Seller Disclosure Letter ” means the disclosure letter from Seller Parent to Buyer Parent, STC and the Non-US Buyer Owners and dated and delivered the date of this Agreement and containing exceptions to the representations, warranties and covenants hereof and certain other information called for hereby.

      “Seller Parent” has the meaning given such term in the preamble to this Agreement.

      “Seller Party” means Seller Parent and each Seller Owner.

     “ Seller Owner ” means each of Atlas, BHI Branches, Baker Hughes (UK), Western Sea and Baker Hughes Canada and their successors and assigns, each of which is a subsidiary of Seller Parent and each of which owns 30% of a Venture Entity.

     “ Shareholders’ Agreement ” means the agreement dated November 30, 2000 among Buyer Parent, Seller Parent and the other parties listed on the signature pages thereto relating to certain governance and other matters regarding the Venture Entities.

     “ Sublease Amendment ” has the meaning given such term in Section 2.4(c)(v) .

     “ SLBV ” has the meaning given such term in the preamble to this Agreement.

     “ SOHL ” has the meaning given such term in the preamble to this Agreement.

     “ SPLC ” has the meaning given such term in the preamble to this Agreement.

     “ STC ” has the meaning given such term in the preamble to this Agreement.

     “ Taxes ” means all income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including taxes under Section 59A of the Code), customs’ duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated or other taxes of any kind whatsoever, imposed by any Governmental Authority, including any interest, penalties or other additions thereto.

     “ Transaction Documents ” means this Agreement, each of the Venture Purchase Agreements and the Sublease Amendment.

     “ Transition Services Agreement ” means the Transition Services Agreement dated November 30, 2000 among Seller Parent and the Venture Entities.

     “ UK Venture Entity ” has the meaning given such term in the preamble to this Agreement.

     “ UK Venture Interests ” means all of the equity interests of the UK Venture Entity held by Seller Parent and its Affiliates.

     “ UK Venture Purchase Agreement ” means a purchase agreement between Baker Hughes (UK) and SPLC, pursuant to which Baker Hughes (UK) sells and SPLC purchases all of Baker Hughes (UK)’s equity interests in the UK Venture Entity substantially in the form attached hereto as Exhibit A .

     “ US ” means the United States of America.

     “ US Purchaser ” has the meaning given such term in Section 2.1(a) .

     “ US Venture Entities ” has the meaning given such term in the preamble to this Agreement.

     “ US Venture Interests ” has the meaning given such term in the preamble to this Agreement.

     “ US Venture Purchase Agreements ” means (i) the purchase agreement between Atlas and US Purchaser pursuant to which Atlas sells and US Purchaser purchases all of Atlas’s equity interests in WGLLC and (ii) the purchase agreement between Atlas and US Purchaser pursuant to which Atlas sells and US Purchaser purchases all of Atlas’s equity interest in WGRI, each substantially in the form attached hereto as Exhibit A .

     “ Venture Entities ” means, collectively, US Venture Entities, UK Venture Entity, BVI Venture Entity, Dutch Venture Entity, Canadian Venture Entity and their respective subsidiaries.

     “ Venture Interests ” means, collectively, the US Venture Interests and the Non-US Venture Interests.

     “ Venture Purchase Agreements ” mean the US Venture Purchase Agreements, Dutch Venture Purchase Agreement, UK Venture Purchase Agreement, BVI Venture Purchase Agreement and Canadian Venture Purchase Agreement.

     “ Western Sea ” means Western Sea Holdings Limited, a Cayman Islands corporation.

      “WGLLC” has the meaning given such term in the preamble to this Agreement.

      “WGRI” has the meaning given such term in the preamble to this Agreement.

      1.2 Construction . Words used in this Agreement, regardless of the number or gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context shall require.

      1.3 References . As used in this Agreement, unless expressly stated otherwise, references to (a) “include” or “including” mean “including, without limitation,” (b) a “ Party ” mean Buyer Parent, Seller Parent, STC and each Non-US Buyer Owner, and to the “ Parties ” mean all of them, and (c) “ Days ” means calendar days unless otherwise indicated. Unless otherwise specified, all references in this Agreement to Articles, Sections, Schedules and Exhibits are deemed references to the corresponding Articles, Sections, Schedules and Exhibits

in, to and of this Agreement, each of such Schedules and Exhibits being made a part hereof for all purposes.

      1.4 Headings . The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

      1.5 Calculations . Whenever a calculation is called for in any Transaction Document, each calculation or part of a calculation shall be rounded to six decimal places. Percentages shall be converted to a decimal and that decimal shall be rounded to six decimal places.

ARTICLE 2

      2.1 Purchase and Sale of Venture Interests .

     (a) On the terms and subject to the conditions of this Agreement, (i) STC will cause a non-Texas Affiliate of STC (the “ US Purchaser ”) to purchase from Atlas, and Seller Parent will cause Atlas to sell to US Purchaser, all of the US Venture Interests for the consideration specified in Section 2.1(b) , and (ii) each of the Non-US Buyer Owners will purchase from the applicable Non-US Seller Owners, and Seller Parent shall cause the applicable Non-US Seller Owners to sell to the applicable Non-US Buyer Owners, all of the Non-US Venture Interests for the consideration specified in Section 2.1(b) .

     (b) The purchase and sale of the Venture Interests shall be accomplished as follows:

     (i) the purchase by US Purchaser and the sale by Atlas of the US Venture Interests

     (A) in exchange for $1,137.9 million in cash pursuant to the US Venture Purchase Agreement relating to 30% of the outstanding equity interests in WGLLC; and

     (B) in exchange for $2.9 million in cash pursuant to the US Venture Purchase Agreement relating to 30% of the outstanding equity interests in WGRI;

     (ii) the purchase by SLBV and the sale by BHI Branches of the Dutch Venture Interests in exchange for $219.7 million in cash pursuant to the Dutch Venture Purchase Agreement;

     (iii) the purchase by SPLC and the sale by Baker Hughes (UK) of the UK Venture Interests in exchange for $125.9 million in cash pursuant to the UK Venture Purchase Agreement;

     (iv) the purchase by SOHL and the sale by Western Sea of the BVI Venture Interests in exchange for $726.6 million in cash pursuant to the BVI Venture Purchase Agreement; and

     (v) the purchase by SCL and the sale by Baker Hughes Canada of the Canadian Venture Interests in exchange for $187.0 million in cash pursuant to the Canadian Venture Purchase Agreement.

      2.2 Aggregate Purchase Price . The aggregate purchase price for the Venture Interests shall be an amount equal to US$2,400,000,000.00, which shall be divided among the Venture Interests as set forth in Section 2.1 (the “ Aggregate Purchase Price ”). Each applicable Buyer Owner shall pay to the applicable Seller Owner at the Closing pursuant to this Agreement and the Venture Purchase Agreements the applicable amount set forth in Section 2.1 .

      2.3 The Closing . The Closing will take place simultaneously (i) with respect to the purchase and sale of the US Venture Interests, at the offices of Akin Gump Strauss Hauer & Feld LLP at 1111 Louisiana Street, 44 ^th Floor, Houston, Texas 77002, and (ii) with respect to the Non-US Venture Interests, at such location or locations outside the U.S. as the Parties may mutually agree, in each case, commencing at 9:00 a.m., local time, on April 28, 2006.

      2.4 Deliveries at the Closing .

     (a) At the Closing, Seller Parent shall (or shall cause each Seller Owner to) deliver to Buyer Parent and to US Purchaser or the applicable Buyer Owner to the extent required under the Venture Purchase Agreement:

     (i) Each of the Venture Purchase Agreements, duly executed by the applicable Seller Owners.

     (ii) An Officers’ certificate, substantially in the form of Exhibit C , duly executed on behalf of Seller Parent and the Seller Owners, as to whether each condition specified in Sections 3.2(a) and 3.2(b) has been satisfied in all respects.

     (iii) A Secretary’s certificate, substantially in the form of Exhibit D , duly executed on behalf of Seller Parent and the Seller Owners.

     (b) At the Closing, Buyer Parent and each Non-US Buyer Owner shall deliver to Seller Parent and to the applicable Non-US Seller Owner to the extent required under the Venture Purchase Agreements:

     (i) Each of the applicable Venture Purchase Agreements, duly executed by the applicable Non-US Buyer Owners.

     (ii) An Officers’ certificate, substantially in the form of Exhibit C , duly executed on behalf of Buyer Parent and the Non-US Buyer Owners, as to whether each condition specified in Sections 3.3(a) and 3.3(b) has been satisfied in all respects (solely with respect to Buyer Parent and the Non-US Buyer Owners).

     (iii) A Secretary’s certificate, substantially in the form of Exhibit D , duly executed on behalf of Buyer Parent and the Non-US Buyer Owners.

     (iv) The cash consideration payable to the Non-US Seller Owners as set forth in Section 2.1(b) , via the SWIFT System, which will be paid to the account for the Non-US Seller Owners set forth in instructions delivered by Seller Parent to the Buyer Owners.

     (c) At the Closing, STC shall, or shall cause US Purchaser to, deliver to Atlas:

     (i) The US Venture Purchase Agreements, duly executed by US Purchaser.

     (ii) An Officers’ certificate, substantially in the form of Exhibit E , duly executed on behalf of STC by its President or any Vice President and dated as of the Closing Date, as to whether each condition specified in Sections 3.3(a) and 3.3(b) , has been satisfied in all respects (solely with respect to STC).

     (iii) A Secretary’s certificate, substantially in the form of Exhibit F , duly executed on behalf of STC (solely as to STC).

     (iv) The cash consideration payable to Atlas by US Purchaser as set forth in Section 2.1(b)(i) , via U.S. Fedwire, which will be paid to the account for Atlas set forth in instructions delivered by Seller Parent to the Buyer Owners.

     (v) The Sublease Amendment substantially in the form attached hereto as Exhibit B (the “ Sublease Amendment ”), regarding the extension of the Richmond Campus Lease by WGLLC for the remaining 5 year option period at a rental rate equal to the fair market rent determined in 2010.

     (d) At or prior to the Closing, STC shall cause WGLLC to distribute to Atlas and to STC cash in the aggregate amount of $198,824,000.00 in proportion to their respective 30%/70% ownership interests in WGLLC prior to the Closing (the “ Cash Distribution ”).

      2.5 Allocations of Purchase Price for Flowthrough Venture Entities . As soon as possible after the execution of this Agreement, STC and SCL shall cause to be prepared independent valuations of the assets which are attributable to the Venture Interests in each of the Flowthrough Venture Entities. STC and SCL shall furnish these valuations to Seller Parent promptly after receipt of the valuations. In the case of each Flowthrough Venture Entity, the total amount of the valuation shall be the purchase price for the Venture Interests of that Flowthrough Venture Entity, as set forth in Section 2.1(b). The allocation of the purchase price among the assets which are attributable to such Venture Interests shall be consistent with such valuations and shall be used in all related Tax filings and reporting.

ARTICLE 3

      3.1 Conditions to Each Party’s Closing Obligation . The respective obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment at or prior to the Closing Date of the following conditions:

     (a) that no Claim is pending or, to each party’s knowledge, threatened by any Governmental Authority to restrain, enjoin or prohibit the consummation of the transactions contemplated by this Agreement or the other Transaction Documents;

     (b) the applicable parties shall have finalized, executed and delivered each of the Venture Purchase Agreements; and

     (c) the Governmental Approvals listed by the Parties in Schedule 3.1 (c) shall have been obtained or otherwise satisfied or waived by all parties.

      3.2 Conditions to the Closing Obligations of Buyer Parent, STC and the Non-US Buyer Owners . The applicable obligations of Buyer Parent, STC and the Non-US Buyer Owners to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment at or prior to the Closing Date of the following additional conditions:

     (a) Seller Parent and the Seller Owners shall each have performed in all material respects their respective obligations under this Agreement required to be performed by them and shall have obtained all necessary material consents (absent some legal reason prohibiting the same) at or prior to the Closing Date;

     (b) the representations and warranties of Seller Parent and the Seller Owners set forth in this Agreement and each Venture Purchase Agreement shall have been true and correct in all material respects when made and shall be true and correct in all material respects at and as of the Closing Date as if made at and as of the Closing Date, except as affected by transactions contemplated or permitted by this Agreement; and

     (c) Buyer Parent, STC and the Non-US Buyer Owners shall have received the certificate required by Section 2.4(a) to the effect that the conditions set forth in Sections 3.2(a) and 3.2(b) have been satisfied.

      3.3 Conditions to the Closing Obligation of Seller Parent and Seller Owners . The obligation of Seller Parent and the Seller Owners to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment at or prior to the Closing Date of the following additional conditions:

     (a) Buyer Parent, STC and the Non-US Buyer Owners shall each have performed in all material respects their respective obligations under this Agreement required to be performed by them and shall have obtained all necessary material consents (absent some legal reason prohibiting the same) at or prior to the Closing Date;

     (b) the representations and warranties of Buyer Parent, STC and the Non-US Buyer Owners set forth in this Agreement and, as applicable, each Venture Purchase Agreement shall have been true and correct in all material respects