Common use of Access to Properties and Information Clause in Contracts

Access to Properties and Information. (a) Purchaser acknowledges that it has already received from Sellers (i) access to a shared drive containing images of certain documents, instruments and agreements relevant to Purchaser’s examination of the Assets, (ii) the opportunity, to the extent Sellers were able to provide it, to conduct site visit(s) of certain of the Properties, (iii) the opportunity to review certain lease, land, contract and regulatory files in Sellers’ possession that relate to the Assets, (iv) the opportunity to ask questions related to the Assets of certain of the managers and employees of Sellers and its Affiliates, (v) the opportunity to conduct a review of geological and geophysical data on workstations at the offices of Sellers, and (vi) drafts of the Exhibits and Schedules to this Agreement (collectively referred to as the “Data Exchange”). (b) Upon execution of and pursuant to the terms of this Agreement, Purchaser shall have the right, at reasonable times during normal business hours, at Purchaser’s sole cost and expense, to continue to conduct an expert investigation into the environmental condition of the Properties for the purposes set out in Article 3 hereof (the “Pre-Acquisition Review”). The scope of the Pre-Acquisition Review includes: (i) The right to enter all or any part of the Properties at any reasonable time and with reasonable advance notice before accessing any Property (which shall be not less than 48 hours advance notice), and to inspect, inventory, investigate, perform environmental assessments, study and examine the same and the operations conducted thereon (provided that Purchaser shall have no right to conduct any invasive environmental sampling or testing on any Properties without the consent of Sellers, which consent may be withheld in Seller’s sole discretion and may be subject to any conditions); and (ii) The right, subject to compliance with applicable Law, including the HSR Act, to inspect and review at Sellers’ offices at reasonable times and upon reasonable advance notice, all of the Records. (c) Purchaser shall maintain the results of its investigation, testing and evaluation and review of files and records, confidential in accordance with and otherwise comply with the terms of the Confidentiality Agreement dated October 25, 2013 (the “Confidentiality Agreement”). (d) Purchaser shall provide Sellers a copy of any assessment reports of or about the Properties, including, without limitation, any reports, data and conclusions developed pursuant to the Pre-Acquisition Review, promptly after such assessment report has been furnished to or obtained by Purchaser, and Sellers shall be permitted to discuss the contents of any such assessment reports with the party who prepared such reports. Within five Business Days following the Execution Date, Sellers shall provide Purchaser with copies of the reports set forth on Schedule 7.1(d) and shall permit Purchaser to discuss such reports with any consultants who prepared such reports, provided that a representative of Sellers is present for all such discussions and further provided that Sellers will reasonably cooperate with Purchaser to provide such representative. (e) While conducting the Pre-Acquisition Review, Purchaser and its employees, agents and consultants shall abide by Sellers’ safety rules, regulations and other operating policies applicable to such Properties, including, without limitation, those of HIL, that are furnished to Purchaser by Sellers.

Access to Properties and Information. (a) Purchaser acknowledges that it has already received from Sellers (i) access Buyer will have the opportunity to a shared drive containing images of certain documentsconduct, instruments and agreements relevant to Purchaser’s examination of the Assets, (ii) the opportunity, prior to the extent Sellers were able to provide itDefect Notice Date and at its sole risk and expense, to conduct site visit(s) of certain an environmental assessment of the Properties, (iii) including a Phase I assessment as that term is defined by the opportunity ASTM E1527-13 All Appropriate Inquiry Standard. Seller will provide reasonable access for this purpose to review certain lease, land, contract and regulatory files in Sellers’ possession that relate Properties operated by Seller. Notwithstanding anything herein to the Assetscontrary, Buyer shall not conduct any ASTM Phase II environmental review or any test drilling or sampling or other invasive activities without prior notice to and consent of Seller (which notice shall be sent at least fifteen (15) days prior to the Defect Notice Date, and which consent Seller may give or withhold in its sole discretion, and which consent will be considered denied by Seller if Seller fails to respond within five (5) Business Days after receiving such notice). Buyer shall provide Seller with a minimum of three (3) Business Days’ advance notice of its proposed environmental assessment activities prior to entering the Property to be assessed and Buyer shall (a) coordinate the conduct of such environmental assessment with Seller’s representatives, (ivb) not interfere with the opportunity normal operation of the Properties, and (c) comply with all applicable Laws and all requirements and safety policies of Seller and, if Seller is not the operator of the Properties, the operator of the Properties. If Buyer or any of its consultants, agents and representatives prepares an environmental assessment, Buyer will furnish a copy thereof to ask questions Seller upon request and (until and unless Closing occurs and Buyer purchases the relevant Properties) will keep (and cause its consultants, agents and representatives to keep) any and all such assessments and reports strictly confidential. In connection with the granting of such access, Buyer represents that it is adequately insured and, except to the extent caused by the gross negligence or willful misconduct of the Seller Indemnified Parties, Buyer waives, releases and agrees to defend and indemnify the Seller Indemnified Parties against any and all claims for injury to, or death of, persons or for damage to property arising in any way from the access afforded to Buyer hereunder or the activities of Buyer related to such access or any environmental assessment. This waiver, release and indemnity by Buyer shall survive termination of this Agreement. If Buyer conducts a Phase I assessment that indicates that a Phase II assessment as that term is defined by PURCHASE AND SALE AGREEMENT 37 the ASTM E1903 – 11 should be conducted and if Buyer timely requests the consent of Seller to such a Phase II assessment but Seller’s consent is denied (or deemed denied as provided above), then Buyer may exclude the affected Property from the Transaction Documents, in which case the Purchase Price shall be reduced by an amount equal to the Allocated Value of the affected Property and that Property shall thereafter constitute an Excluded Asset. Insofar as related to the Assets of certain Properties, the Seller will give to the Buyer and its agents and representatives, reasonable access to all of the managers Records and the Seller will cause its officers and employees of Sellers to furnish to the Buyer and its Affiliatesagents and representatives such operating data and other information with respect to the Properties as the Buyer may, from time to time, reasonably request; provided, however, (va) any such investigation will be conducted in such manner as not to interfere unreasonably with the opportunity to conduct a review operation of geological and geophysical data on workstations at the offices business of Sellersthe Seller, and (vib) drafts the Seller shall not be required to provide any of the Exhibits and Schedules to this Agreement (collectively referred to as the “Data Exchange”). (b) Upon execution of and pursuant foregoing information to the terms of this Agreement, Purchaser shall have extent that the right, at reasonable times during normal business hours, at Purchaser’s sole cost and expense, to continue to conduct an expert investigation into Seller is prohibited by any Third Party agreement from sharing such information with the environmental condition of the Properties for the purposes set out in Article 3 hereof (the “Pre-Acquisition Review”). The scope of the Pre-Acquisition Review includes: (i) The right to enter all or any part of the Properties at any reasonable time and with reasonable advance notice before accessing any Property (which shall be not less than 48 hours advance notice), and to inspect, inventory, investigate, perform environmental assessments, study and examine the same and the operations conducted thereon Buyer (provided that Purchaser the Seller shall have use commercially reasonable efforts (at no right cost to conduct any invasive environmental sampling or testing on any Properties without the Seller) to obtain the consent of Sellerssuch Third Parties to the sharing of such information). Buyer acknowledges that, which consent may be withheld in Seller’s sole discretion pursuant to its right of access to the Records, Buyer will become privy to confidential and may be subject to any conditions); and (ii) The right, subject to compliance with applicable Law, including the HSR Act, to inspect and review at Sellers’ offices at reasonable times and upon reasonable advance notice, all other information of the Records. (c) Purchaser Seller and that such confidential information shall maintain not be used for any purpose other than assessing the results of its investigation, testing transactions contemplated by this Agreement and evaluation and review of files and records, shall be held confidential by Buyer in accordance with and otherwise comply with the terms of the Confidentiality Agreement. If the Closing should occur, the foregoing confidentiality restriction on Buyer, including those contained in the Confidentiality Agreement dated October 25to the extent related to the Records, 2013 shall terminate (except as to (a) any Properties that are excluded from the “Confidentiality transactions contemplated hereby pursuant to the provisions of this Agreement”). , (db) Purchaser shall provide Sellers a copy of the Excluded Assets and (c) information related to any assessment reports of or about assets other than the Properties, including, without limitation, any reports, data and conclusions developed pursuant to the Pre-Acquisition Review, promptly after such assessment report has been furnished to or obtained by Purchaser, and Sellers which confidentiality obligations shall be permitted to discuss the contents of any such assessment reports terminate in accordance with the party who prepared such reports. Within five Business Days following the Execution Date, Sellers shall provide Purchaser with copies of the reports set forth on Schedule 7.1(d) and shall permit Purchaser to discuss such reports with any consultants who prepared such reports, provided that a representative of Sellers is present for all such discussions and further provided that Sellers will reasonably cooperate with Purchaser to provide such representativeConfidentiality Agreement). (e) While conducting the Pre-Acquisition Review, Purchaser and its employees, agents and consultants shall abide by Sellers’ safety rules, regulations and other operating policies applicable to such Properties, including, without limitation, those of HIL, that are furnished to Purchaser by Sellers.

Access to Properties and Information. (a) Purchaser acknowledges that that, as of the Execution Date, it has already received from Sellers Seller (i) access to a shared drive virtual data room containing images of certain documents, instruments and agreements relevant to Purchaser’s examination of the AssetsAssets (such virtual data room and its contents as of one (1) Business Day prior to the Execution Date, the “Data Room”), (ii) the opportunity, to the extent Sellers were able to provide it, to conduct site visit(s) of certain of the Properties, (iii) the opportunity to review certain lease, land, contract and regulatory files in Sellers’ possession that relate to the Assets, (iv) the opportunity to ask questions related to the Assets of certain of the managers and employees of Sellers Seller and its Affiliates, (viii) the opportunity to conduct a review of geological and geophysical data on workstations at the offices of SellersSeller, and (viiv) drafts of the Exhibits and Schedules to this Agreement (collectively referred to as the “Data Exchange”)Agreement. (b) Upon execution of and pursuant to the terms of this Agreement, Purchaser and its officers, employees, agents, consultants and authorized representatives shall have the right, at reasonable times during normal business hours, at Purchaser’s sole cost and expense, to continue reasonable access to conduct an expert investigation into (i) the environmental condition Assets, (ii) all Records in Seller’s or any of its Affiliates’ possession or control and (iii) Seller’s and its Affiliates’ employees, in each case, that are reasonably necessary to facilitate review without unreasonable interruption to Seller’s business and in compliance with Seller’s HSSE policies to the Properties for the purposes set out in Article 3 hereof extent made available to Purchaser following Purchaser’s request (the “Pre-Acquisition Review”). The scope of the Pre-Acquisition Review includes: (i) The right to enter all or any part of the Properties Assets at any reasonable time and with reasonable advance notice before accessing any Property Asset (which shall be not less than 48 hours advance notice), and to inspect, inventory, investigate, perform environmental assessments, study and examine the same and the operations conducted thereon (an “Environmental Site Assessment”) (provided that Purchaser shall have no right to conduct any invasive environmental sampling or testing on any Properties without the consent of SellersSeller, which consent may be withheld in Seller’s sole discretion and may be subject to any conditions); provided, however, if, following the conduct of any Environmental Site Assessment consistent with US EPA recognized standards (e.g. ASTM E1527-13; E2247;-16 E1528-14e1), Purchaser’s Environmental Professional, based on the findings and results of the Environmental Site Assessment, identifies Recognized Environmental Conditions for which further investigation, sampling or testing or other invasive investigation is necessary to determine the existence or magnitude of an Environmental Defect or Environmental Defect Amount, Purchaser may request to undertake further investigation, sampling or testing or other invasive investigation activities, which request shall be accompanied by a final version of the Environmental Site Assessment. Following the receipt of such request, Seller shall elect, in its reasonable discretion, to permit or refuse to permit the conduct of any such activities by Purchaser; provided that, if Seller or its Affiliate has the right to permit such activities and Seller denies Purchaser’s reasonable proposal for further investigation, sampling, testing or other invasive investigation, then Purchaser shall have the right to exclude such Asset from the Assets to be conveyed to Purchaser at Closing, in which event the Unadjusted Purchase Price shall be reduced by the Allocated Value of such Asset; and (ii) The right, subject to compliance with applicable Law, including the HSR Act, to inspect and review at Sellers’ Seller’s offices at reasonable times and upon reasonable advance notice, all of the Records. (c) Prior to Closing, Purchaser shall maintain the results of its investigation, testing and evaluation and review of files and records, confidential in accordance with and otherwise comply with the terms of the Confidentiality Agreement dated October 2529, 2013 2019 (the “Confidentiality Agreement”). (d) Purchaser shall provide Sellers Seller a copy of any final assessment reports of or about the PropertiesAssets, including, without limitation, any final reports, data and conclusions developed pursuant to the Pre-Acquisition Review, promptly after such assessment report has been furnished to or obtained by Purchaser, and Sellers Seller shall be permitted in the presence of Purchaser to discuss the contents portions of any such final assessment reports relating to asserted Environmental Defects with the party who prepared such reports. Within five Business Days following the Execution Date, Sellers shall provide Purchaser with copies of the reports set forth on Schedule 7.1(d) and shall permit Purchaser to discuss such reports with any consultants who prepared such reports, provided that a representative of Sellers is present for all such discussions and further provided that Sellers will reasonably cooperate with Purchaser to provide such representative. (e) While conducting the Pre-Acquisition Review, Purchaser and its employees, agents and consultants shall abide by Sellers’ Seller’s safety rules, regulations and other operating policies applicable to such Properties, including, without limitation, those of HIL, Properties that are furnished to Purchaser by SellersSeller prior to such Persons’ access.