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 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 article 1 definitions and general 1 1. 1 definitions 1 1. 2 construction 7 1. 3 references 7 1. 4 headings 8 1. 5 calculations 8 article 2 purchase and sale of venture interests 8 2. 1 purchase and sale of venture interests 8 2. 2 aggregate purchase price 9 2. 3 the closing 9 2. 4 deliveries at the closing 9 2. 5 allocations of purchase price for flowthrough venture entities 10 article 3 the closing 10 3. 1 conditions to each party's closing obligation 10 3. 2 conditions to the closing obligations of buyer parent, stc and the non - us buyer owners 11 3. 3 conditions to the closing obligation of seller parent and seller owners 11 article 4 representations and warranties of buyer parent and each buyer owner 12 4. 1 due organization, good standing and power 12 4. 2 authorization and validity of agreements 12 4. 3 lack of conflicts 13 4. 4 no consents 13 4. 5 certain fees 13 4. 6 pending claims 13 4. 7 financing 13 4. 8 securities matters 13 article 5 representations and warranties of seller parent and seller owners 13 5. 1 due organization, good standing and power 13 5. 2 authorization and validity of agreements 14 5. 3 ownership of venture interests 14 5. 4 lack of conflicts 14 5. 5 no consents 15 5. 6 certain fees 15 5. 7 pending claims 15 article 6 covenants prior to closing 15 6. 1 conduct of the business prior to closing 15 6. 2 commercial efforts 15 6. 3 other agreements 16 i table of contents article 1 definitions and general 1 1. 1 definitions 1 1. 2 construction 7 1. 3 references 7 1. 4 headings 8 1. 5 calculations 8 article 2 purchase and sale of venture interests 8 2. 1 purchase and sale of venture interests 8 2. 2 aggregate purchase price 9 2. 3 the closing 9 2. 4 deliveries at the closing 9 2. 5 allocations of purchase price for flowthrough venture entities 10 article 3 the closing 10 3. 1 conditions to each party's closing obligation 10 3. 2 conditions to