Access, Information and Access Indemnity Sample Clauses
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Access, Information and Access Indemnity. (a) Prior to Closing, HOLDINGS will make available at HOLDINGS' offices to DCP and DCP's authorized representatives for examination as DCP may reasonably request, all Records; provided, however, such material shall not include (i) any proprietary data which relates to another business of HOLDINGS or its Affiliates and is not primarily used in connection with the continued ownership, use or operation of the Assets, (ii) any information subject to Third Person confidentiality agreements for which a consent or waiver cannot be secured by HOLDINGS or its Affiliates after reasonable efforts, or (iii) any information which, if disclosed, would violate an attorney-client privilege or would constitute a waiver of rights as to attorney work product or attorney-client privileged communications.
(b) Subject to subsection (a) above, HOLDINGS shall permit DCP and DCP's authorized representatives to consult with employees of HOLDINGS and its Affiliates during the business hours of 8:00 a.m. to 5:00 p.m. (local time), Monday through Friday and to conduct, at DCP's sole risk and expense, inspections and inventories of the Assets and to examine all Records over which HOLDINGS and its Affiliates have control. HOLDINGS shall also coordinate, in advance, with DCP to allow site visits and inspections at the field sites on Saturdays unless operational conditions would reasonably prohibit such access.
(c) DCP SHALL PROTECT, DEFEND, INDEMNIFY AND HOLD THE HOLDINGS' INDEMNITEES HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS AND LOSSES OCCURRING ON OR TO THE ASSETS CAUSED BY THE ACTS OR OMISSIONS OF DCP, DCP'S AFFILIATES OR ANY PERSON ACTING ON DCP'S OR ITS AFFILIATES' BEHALF IN CONNECTION WITH ANY DUE DILIGENCE CONDUCTED PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENT PRIOR TO CLOSING, INCLUDING ANY SITE VISITS AND ENVIRONMENTAL SAMPLING; PROVIDED, HOWEVER, THE FOREGOING OBLIGATION OF DCP SHALL NOT APPLY WITH RESPECT TO ANY ENVIRONMENTAL DEFECTS EXISTING PRIOR TO THE CONDUCT OF SUCH DUE DILIGENCE WHICH ARE DISCOVERED DURING SUCH DUE DILIGENCE. DCP shall comply in all material respects with all rules, regulations, policies and instructions issued by HOLDINGS or any Third Person operator regarding DCP's actions prior to Closing while upon, entering or leaving any property included in the Assets, including any insurance requirements that HOLDINGS may impose on contractors authorized to perform work on any property owned or operated by HOLDINGS.
Access, Information and Access Indemnity. Prior to Closing, HOLDINGS will make available at HOLDINGS’ offices to MLP and MLP’s authorized representatives for examination as MLP may reasonably request, all Records; provided, however, such material shall not include (i) any proprietary data which relates to another business of HOLDINGS or its Affiliates and is not primarily used in connection with the continued ownership, use or operation of the Assets, (ii) any information subject to Third Person confidentiality agreements for which a consent or waiver cannot be secured by HOLDINGS or its Affiliates after reasonable efforts, or (iii) any information which, if disclosed, would violate an attorney-client privilege or would constitute a waiver of rights as to attorney work product or attorney-client privileged communications.
Access, Information and Access Indemnity. (a) Until the earlier of the Closing or the termination of this Agreement, on Business Days and during the business hours of 8:00 a.m. to 5:00 p.m. (local time), Bear Cub shall and shall cause each Pueblo Company to make available to Pueblo Holdings and its authorized representatives for examination as Pueblo Holdings may reasonably request all Records and Contracts in the possession or control of Bear Cub or any Pueblo Company relating to the assets and operations of any Pueblo Company; provided, however, such material shall not include (i) any information described in Section 6.2(a) of the Disclosure Letter subject to Third Person confidentiality agreements for which a consent or waiver cannot be secured by Pueblo after reasonable efforts or (ii), subject to prompt disclosure to Pueblo Holdings of the general nature thereof, information that, if disclosed, would violate an attorney-client privilege or would constitute a waiver of rights as to attorney work product or attorney-client privileged communications; and provided, further that, Pueblo Holdings shall not unreasonably interfere with the day-to-day operations of the business of any Pueblo Company.
(b) Subject to Section 6.2(a) above, Bear Cub shall permit Pueblo Holdings and Pueblo Holdings’ authorized representatives to consult with the Pueblo Employees on Business Days and during the business hours of 8:00 a.m. to 5:00 p.m. (local time) provided that the prior notice is given to an Officer and such Officer is permitted to be present, and to conduct, at Pueblo Holdings’ sole risk and expense, inspections, including on-site field inspecting and environmental investigations, and inventories of the assets owned by any Pueblo Company over which any Pueblo Company has control. Pueblo shall also coordinate, in advance, with Pueblo Holdings to allow site visits and inspections at the field sites on Saturdays unless operational conditions would reasonably prohibit such access.
Access, Information and Access Indemnity. Until the earlier of the Closing or the termination of this Agreement, on Business Days and during the business hours of 9:00 a.m. to 5:00 p.m. (local time), Sellers and Crude JV shall (a) furnish Buyer and Buyer’s authorized representatives with such financial, operating and other data and information related to Crude JV in the possession of Crude JV or Sellers as Buyer or Buyer’s authorized representatives may reasonably request and (b) make available to Buyer and Buyer’s authorized representatives reasonable access to the properties and assets of Crude JV during normal business hours, including by making available for examination as Buyer may reasonably request all Records and Contracts in the possession or control of Crude JV relating to the assets and operations of Crude JV; provided, however, such material shall not include (i) any information described in Section 6.2 of the Disclosure Letter subject to Third Person confidentiality agreements for which a consent or waiver cannot be secured by Crude JV after reasonable efforts, or (ii) subject to prompt disclosure to Buyer of the general nature thereof, information that, if disclosed, would violate an attorney-client privilege or would constitute a waiver of rights as to attorney work product or attorney-client privileged communications; and provided, further that, Buyer shall not unreasonably interfere with the day-to-day operations of the business of Crude JV.