Common use of Access to Records; Physical Access to the Leases and Xxxxx Clause in Contracts

Access to Records; Physical Access to the Leases and Xxxxx. From the date of this Agreement to the earlier of the Closing or the termination of this Agreement, Seller will, and will cause the Company Entities to: (i) Upon reasonable written notice from Buyer, make the Records available to Buyer and its representatives for inspection and review at Seller’s or the Company’s offices during normal business hours to permit Buyer to continue to perform its due diligence review, provided that Buyer may inspect the Records only to the extent it may do so without violating any obligation of confidence or contractual commitment of Seller or any Company Entity to a third Person (and Seller will, and will cause its Affiliates to, use commercially reasonable efforts to promptly obtain waivers of any such obligations or commitments); (ii) Subject to the consent and cooperation of third Persons, assist Buyer in its efforts to obtain, at Buyer’s expense, such additional information from such Persons as Buyer may reasonably desire, provided that Buyer may inspect such additional information only to the extent it may do so without violating any obligation of confidence or contractual commitment of Seller or any Company Entity to a third Person; (iii) If disclosure or access is prohibited, use commercially reasonable efforts to obtain permission to grant such access to Buyer and its representatives, and provide Buyer with as much information or access concerning the matter as is possible while still complying with applicable Laws and Seller’s obligations; provided, however, that neither Seller nor the Company Entities shall be required to make any payments for the benefit of any third Person in order to do so; and (iv) Upon reasonable written notice from Buyer, grant Buyer, during reasonable business hours, physical access to the Assets to allow Buyer to conduct, at Buyer’s sole risk and expense, on-site inspections and environmental assessments of the Assets, provided, that (A) in connection with any such on-site inspections, Buyer shall not unreasonably and materially interfere with the normal operation of the Assets and shall comply with all requirements of the operators of the Assets and (B) if Buyer or its agents prepare an environmental assessment of any Asset, Buyer shall keep such assessment confidential, unless disclosure is required pursuant to applicable Law, to any of Buyer’s lenders or by a Governmental Authority. Buyer acknowledges that the permission of the operator (if other than Seller or a Company Entity) or another third party may be required before Buyer will be able to inspect portions of the Assets and that such permission must be obtained prior to the inspection of such portions. Seller will, and will cause its Affiliates to, use commercially reasonable efforts to promptly obtain any such permissions. IN CONNECTION WITH GRANTING SUCH ACCESS, BUYER REPRESENTS THAT IT IS ADEQUATELY INSURED AND WAIVES, RELEASES AND AGREES TO INDEMNIFY THE SELLER INDEMNITEES AGAINST ALL CLAIMS FOR INJURY TO, OR DEATH OF, ITS PERSONS OR THE SELLER INDEMNITEES OR FOR DAMAGE TO ITS PROPERTY OR THE PROPERTY OF THE SELLER INDEMNITEES ARISING IN ANY WAY FROM THE ACCESS AFFORDED TO BUYER HEREUNDER OR THE ACTIVITIES OF BUYER, REGARDLESS OF CAUSE, INCLUDING THE CONCURRENT NEGLIGENCE OF SELLER, EACH COMPANY ENTITY AND THEIR CONTRACTORS AND SUBCONTRACTORS AND THEIR EMPLOYEES, BUT EXCLUDING THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SUCH PERSON. THIS WAIVER, RELEASE AND INDEMNITY BY BUYER SHALL SURVIVE TERMINATION OF THIS AGREEMENT.

Access to Records; Physical Access to the Leases and Xxxxx. From the date of this Agreement to the earlier of the Closing or the termination of this AgreementClosing, Seller will, Xxxxxxxx LLC will (and Xxxxxxxx Corp will cause the Company Entities Xxxxxxxx LLC to:): (i) Upon reasonable written notice from Buyer, make Make the Records available to Buyer and its representatives for inspection and review at Seller’s or the CompanyXxxxxxxx Corp’s offices during normal business hours to permit Buyer to continue to perform its due diligence review, provided that Buyer may inspect the Records only to the extent it may do so without violating any obligation of confidence or contractual commitment of Seller or any Company Entity to a third Person (and Seller will, and will cause its Affiliates to, use commercially reasonable efforts to promptly obtain waivers of any such obligations or commitments); (ii) . Subject to the consent and cooperation of third Persons, the Seller Parties will assist Buyer in its efforts to obtain, at Buyer’s expense, such additional information from such Persons as Buyer may reasonably desire, provided that . Buyer may inspect the Records and such additional information only to the extent it may do so without violating any obligation of confidence or contractual commitment of the Seller or any Company Entity Parties to a third Person; (iii) . If disclosure or access is prohibited, the Seller Parties shall use commercially reasonable efforts to obtain permission to grant such access to Buyer and its representatives, and shall provide Buyer with as much information or access concerning the matter as is possible while still complying with applicable Laws and Seller’s the Seller Parties’ obligations; provided, however, provided that neither the Seller nor the Company Entities Parties shall not be required to make any payments for the benefit of any third Person in order to do so; and. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SELLER PARTIES MAKE NO WARRANTY, AND EXPRESSLY DISCLAIM ALL WARRANTIES AS TO THE ACCURACY OR COMPLETENESS OF THE RECORDS AND OTHER PERTINENT DATA AND INFORMATION THAT THEY MAY PROVIDE TO BUYER. (ivii) Upon reasonable written notice from Grant Buyer, grant Buyerby appointment, during reasonable normal business hours, physical access to the Assets Properties to allow the Buyer to conduct, at Buyer’s sole risk and expense, on-on site inspections and environmental assessments of the Assets, provided, that (A) in Properties. In connection with any such on-on site inspections, Buyer shall agrees not to unreasonably and materially interfere with the normal operation of the Assets Properties and shall agrees to comply with all requirements of the operators of the Assets and (B) if Xxxxx. If Buyer or its agents prepare an environmental assessment of any AssetLease or Well, Buyer shall agrees to keep such assessment confidential, unless disclosure is required pursuant to applicable Law, and to any of Buyer’s lenders or by a Governmental Authority. Buyer acknowledges that the permission of the operator (if other than Seller or a Company Entity) or another third party may be required before Buyer will be able to inspect portions of the Assets and that such permission must be obtained prior furnish copies thereof to the inspection of such portions. Seller will, and will cause its Affiliates to, use commercially reasonable efforts to promptly obtain any such permissionsParties. IN CONNECTION WITH GRANTING SUCH ACCESS, BUYER REPRESENTS THAT IT IS ADEQUATELY INSURED AND WAIVES, RELEASES AND AGREES TO INDEMNIFY THE SELLER INDEMNITEES AGAINST ALL CLAIMS FOR INJURY TO, OR DEATH OF, ITS PERSONS OR THE SELLER INDEMNITEES OR FOR DAMAGE TO ITS PROPERTY OR THE PROPERTY OF THE SELLER INDEMNITEES ARISING IN ANY WAY FROM THE ACCESS AFFORDED TO BUYER HEREUNDER OR THE ACTIVITIES OF BUYER, REGARDLESS OF CAUSE, INCLUDING THE CONCURRENT NEGLIGENCE OF SELLER, EACH COMPANY ENTITY THE SELLER PARTIES AND THEIR CONTRACTORS AND SUBCONTRACTORS AND THEIR EMPLOYEES, BUT EXCLUDING THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SUCH PERSON. THIS WAIVER, RELEASE AND INDEMNITY BY BUYER SHALL SURVIVE TERMINATION OF THIS AGREEMENT.

Access to Records; Physical Access to the Leases and Xxxxx. From the date of this Agreement to the earlier of the Closing or the termination of this Agreement, Seller will, and will cause the Company Entities to: (i) Upon reasonable written notice from Buyer, make the Records available to Buyer and its representatives for inspection and review at Seller’s or the Company’s offices during normal business hours to permit Buyer to continue to perform its due diligence review, provided that Buyer may inspect the Records only to the extent it may do so without violating any obligation of confidence or contractual commitment of Seller or any the Company Entity to a third Person (and Seller will, and will cause its Affiliates to, use commercially reasonable efforts to promptly obtain waivers of any such obligations or commitments); (ii) Subject to the consent and cooperation of third Persons, assist Buyer in its efforts to obtain, at Buyer’s expense, such additional information from such Persons as Buyer may reasonably desire, provided that Buyer may inspect such additional information only to the extent it may do so without violating any obligation of confidence or contractual commitment of Seller or any the Company Entity to a third Person; (iii) If disclosure or access is prohibited, use commercially reasonable efforts to obtain permission to grant such access to Buyer and its representatives, and provide Buyer with as much information or access concerning the matter as is possible while still complying with applicable Laws and Seller’s obligations; provided, however, that neither Seller nor the Company Entities shall be required to make any payments for the benefit of any third Person in order to do so; and (iv) Upon reasonable written notice from Buyer, grant Buyer, during reasonable business hours, physical access to the Assets to allow Buyer to conduct, at Buyer’s sole risk and expense, on-site inspections and environmental assessments of the Assets, provided, that (A) in connection with any such on-site inspections, Buyer shall not unreasonably and materially interfere with the normal operation of the Assets and shall comply with all requirements of the operators of the Assets and (B) if Buyer or its agents prepare an environmental assessment of any Asset, Buyer shall keep such assessment confidential, unless disclosure is required pursuant to applicable Law, to any of Buyer’s lenders or by a Governmental Authority. Buyer acknowledges that the permission of the operator (if other than Seller or a Company Entitythe Company) or another third party may be required before Buyer will be able to inspect portions of the Assets and that such permission must be obtained prior to the inspection of such portions. Seller will, and will cause its Affiliates to, use commercially reasonable efforts to promptly obtain any such permissions. IN CONNECTION WITH GRANTING SUCH ACCESS, BUYER REPRESENTS THAT IT IS ADEQUATELY INSURED AND WAIVES, RELEASES AND AGREES TO INDEMNIFY THE SELLER INDEMNITEES AGAINST ALL CLAIMS FOR INJURY TO, OR DEATH OF, ITS PERSONS OR THE SELLER INDEMNITEES OR FOR DAMAGE TO ITS PROPERTY OR THE PROPERTY OF THE SELLER INDEMNITEES ARISING IN ANY WAY FROM THE ACCESS AFFORDED TO BUYER HEREUNDER OR THE ACTIVITIES OF BUYER, REGARDLESS OF CAUSE, INCLUDING THE CONCURRENT NEGLIGENCE OF SELLER, EACH THE COMPANY ENTITY AND THEIR CONTRACTORS AND SUBCONTRACTORS AND THEIR EMPLOYEES, BUT EXCLUDING THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SUCH PERSON. THIS WAIVER, RELEASE AND INDEMNITY BY BUYER SHALL SURVIVE TERMINATION OF THIS AGREEMENT.

Access to Records; Physical Access to the Leases and Xxxxx. From the date of this Agreement to the earlier of the Closing or the termination of this Agreement, Seller will, and will cause the Company Entities to: (i) Upon reasonable written notice from Buyer, make the Records available to Buyer and its representatives for inspection and review at Seller’s or the Company’s offices during normal business hours to permit Buyer to continue to perform its due diligence review, provided that Buyer may inspect the Records only to the extent it may do so without violating any obligation of confidence or contractual commitment of Seller or any the Company Entity to a third Person (and Seller will, and will cause its Affiliates to, use commercially reasonable efforts to promptly obtain waivers of any such obligations or commitments); (ii) Subject to the consent and cooperation of third Persons, assist Buyer in its efforts to obtain, at BuyerXxxxx’s expense, such additional information from such Persons as Buyer may reasonably desire, provided that Buyer may inspect such additional information only to the extent it may do so without violating any obligation of confidence or contractual commitment of Seller or any the Company Entity to a third Person; (iii) If disclosure or access is prohibited, use commercially reasonable efforts to obtain permission to grant such access to Buyer and its representatives, and provide Buyer with as much information or access concerning the matter as is possible while still complying with applicable Laws and Seller’s obligations; provided, however, that neither Seller nor the Company Entities shall be required to make any payments for the benefit of any third Person in order to do so; and (iv) Upon reasonable written notice from Buyer, grant Buyer, during reasonable business hours, physical access to the Assets to allow Buyer to conduct, at Buyer’s sole risk and expense, on-site inspections and environmental assessments of the Assets, provided, that (A) in connection with any such on-site inspections, Buyer shall not unreasonably and materially interfere with the normal operation of the Assets and shall comply with all requirements of the operators of the Assets and (B) if Buyer or its agents prepare an environmental assessment of any Asset, Buyer shall keep such assessment confidential, unless disclosure is required pursuant to applicable Law, to any of Buyer’s lenders or by a Governmental Authority. Buyer acknowledges that the permission of the operator (if other than Seller or a Company Entitythe Company) or another third party may be required before Buyer Xxxxx will be able to inspect portions of the Assets and that such permission must be obtained prior to the inspection of such portions. Seller will, and will cause its Affiliates to, use commercially reasonable efforts to promptly obtain any such permissions. IN CONNECTION WITH GRANTING SUCH ACCESS, BUYER REPRESENTS THAT IT IS ADEQUATELY INSURED AND WAIVES, RELEASES AND AGREES TO INDEMNIFY THE SELLER INDEMNITEES AGAINST ALL CLAIMS FOR INJURY TO, OR DEATH OF, ITS PERSONS OR THE SELLER INDEMNITEES OR FOR DAMAGE TO ITS PROPERTY OR THE PROPERTY OF THE SELLER INDEMNITEES ARISING IN ANY WAY FROM THE ACCESS AFFORDED TO BUYER HEREUNDER OR THE ACTIVITIES OF BUYER, REGARDLESS OF CAUSE, INCLUDING THE CONCURRENT NEGLIGENCE OF SELLER, EACH THE COMPANY ENTITY AND THEIR CONTRACTORS AND SUBCONTRACTORS AND THEIR EMPLOYEES, BUT EXCLUDING THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SUCH PERSON. THIS WAIVER, RELEASE AND INDEMNITY BY BUYER SHALL SURVIVE TERMINATION OF THIS AGREEMENT.

Access to Records; Physical Access to the Leases and Xxxxx. From the date of this Agreement to the earlier of the Closing or the termination of this Agreement, Seller will, and will cause the Company Entities to: (i) Upon reasonable written notice from Buyer, make the Records available to Buyer and its representatives for inspection and review at Seller’s or the Company’s offices during normal business hours to permit Buyer to continue to perform its due diligence review, provided that Buyer may inspect the Records only to the extent it may do so without violating any obligation of confidence or contractual commitment of Seller or any the Company Entity to a third Person (and Seller will, and will cause its Affiliates to, use commercially reasonable efforts to promptly obtain waivers of any such obligations or commitments); (ii) Subject to the consent and cooperation of third Persons, assist Buyer in its efforts to obtain, at Buyer’s expense, such additional information from such Persons as Buyer may reasonably desire, provided that Buyer may inspect such additional information only to the extent it may do so without violating any obligation of confidence or contractual commitment of Seller or any the Company Entity to a third Person; (iii) If disclosure or access is prohibited, use commercially reasonable efforts to obtain permission to grant such access to Buyer and its representatives, and provide Buyer with as much information or access concerning the matter as is possible while still complying with applicable Laws and Seller’s obligations; provided, however, that neither Seller nor the Company Entities shall be required to make any payments for the benefit of any third Person in order to do so; and (iv) Upon reasonable written notice from Buyer, grant Buyer, during reasonable business hours, physical access to the Assets to allow Buyer to conduct, at Buyer’s sole risk and expense, on-site inspections and environmental assessments of the Assets, provided, that (A) in connection with any such on-site inspections, Buyer shall not unreasonably and materially interfere with the normal operation of the Assets and shall comply with all requirements of the operators of the Assets and (B) if Buyer or its agents prepare an environmental assessment of any Asset, Buyer shall keep such assessment confidential, unless disclosure is required pursuant to applicable Law, to any of Buyer’s lenders or by a Governmental Authority. Buyer acknowledges that the permission of the operator (if other than Seller or a Company Entitythe Company) or another third party may be required before Buyer will be able to inspect portions of the Assets and that such permission must be obtained prior to the inspection of such portions. Seller will, and will cause its Affiliates to, use commercially reasonable efforts to promptly obtain any such permissions. IN CONNECTION WITH GRANTING SUCH ACCESS, BUYER REPRESENTS THAT IT IS ADEQUATELY INSURED AND WAIVES, RELEASES AND AGREES TO INDEMNIFY THE SELLER INDEMNITEES AGAINST ALL CLAIMS FOR INJURY TO, OR DEATH OF, ITS PERSONS OR THE SELLER INDEMNITEES OR FOR DAMAGE TO ITS PROPERTY OR THE PROPERTY OF THE SELLER INDEMNITEES ARISING IN ANY WAY FROM THE ACCESS AFFORDED TO BUYER HEREUNDER OR THE ACTIVITIES OF BUYER, REGARDLESS OF CAUSE, INCLUDING THE CONCURRENT NEGLIGENCE OF SELLER, EACH THE COMPANY ENTITY AND THEIR CONTRACTORS AND SUBCONTRACTORS AND THEIR EMPLOYEES, BUT EXCLUDING THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SUCH PERSON. THIS WAIVER, RELEASE AND INDEMNITY BY BUYER SHALL SURVIVE TERMINATION OF THIS AGREEMENT.

Access to Records; Physical Access to the Leases and Xxxxx. From the date of this Agreement to the earlier of the Closing or the termination of this Agreement, Seller will, and will cause the Company Entities to: (i) Upon reasonable written notice from Buyer, make the Records available to Buyer and its representatives for inspection and review at Seller’s or the Company’s offices during normal business hours to permit Buyer to continue to perform its due diligence review, provided that Buyer may inspect the Records only to the extent it may do so without violating any obligation of confidence or contractual commitment of Seller or any Company Entity to a third Person (and Seller will, and will cause its Affiliates to, use commercially reasonable efforts to promptly obtain waivers of any such obligations or commitments); (ii) Subject to the consent and cooperation of third Persons, assist Buyer in its efforts to obtain, at Buyer’s expense, such additional information from such Persons as Buyer may reasonably desire, provided that Buyer may inspect the Records and such additional information only to the extent it may do so without violating any obligation of confidence or contractual commitment of Seller or any Company Entity to a third Person; (iii) If disclosure or access is prohibited, use commercially reasonable efforts to obtain permission to grant such access to Buyer and its representatives, and provide Buyer with as much information or access concerning the matter as is possible while still complying with applicable Laws and Seller’s obligations; provided, however, that neither Seller nor and the Company Entities shall not be required to make any payments for the benefit of any third Person in order to do so; and; (iv) Upon reasonable written notice from Buyer, grant Buyer, during reasonable business hours, physical access to the Assets to allow the Buyer to conduct, at Buyer’s sole risk and expense, on-site inspections and environmental assessments of the Assets, provided, that (A) in connection with any such on-site inspections, Buyer shall not unreasonably and materially interfere with the normal operation of the Assets and shall comply with all requirements of the operators of the Assets and (B) if Buyer or its agents prepare an environmental assessment of any Asset, Buyer shall keep such assessment confidential, unless disclosure is required pursuant to applicable Law, to any of Buyer’s lenders or by a Governmental Authority. Buyer acknowledges that the permission of the operator (if other than Seller or a Company Entity) or another third party may be required before Buyer will be able to inspect portions of the Assets and that such permission must be obtained prior to the inspection of such portions. Seller will, and will cause its Affiliates to, use commercially reasonable efforts to promptly obtain any such permissions. IN CONNECTION WITH GRANTING SUCH ACCESS, BUYER REPRESENTS THAT IT IS ADEQUATELY INSURED AND WAIVES, RELEASES AND AGREES TO INDEMNIFY THE SELLER INDEMNITEES AGAINST ALL CLAIMS FOR INJURY TO, OR DEATH OF, ITS PERSONS OR THE SELLER INDEMNITEES OR FOR DAMAGE TO ITS PROPERTY OR THE PROPERTY OF THE SELLER INDEMNITEES ARISING IN ANY WAY FROM THE ACCESS AFFORDED TO BUYER HEREUNDER OR THE ACTIVITIES OF BUYER, REGARDLESS OF CAUSE, INCLUDING THE CONCURRENT NEGLIGENCE OF SELLER, EACH COMPANY ENTITY AND THEIR CONTRACTORS AND SUBCONTRACTORS AND THEIR EMPLOYEES, BUT EXCLUDING THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SUCH PERSON. THIS WAIVER, RELEASE AND INDEMNITY BY BUYER SHALL SURVIVE TERMINATION OF THIS AGREEMENT.

Access to Records; Physical Access to the Leases and Xxxxx. From the date of this Agreement to the earlier of the Closing or the termination of this AgreementClosing, Seller will, Xxxxxxxx LLC will (and Xxxxxxxx Corp will cause the Company Entities Xxxxxxxx LLC to:): (i) Upon reasonable written notice from Buyer, make Make the Records available to Buyer and its representatives for inspection and review at Seller’s or the CompanyXxxxxxxx Corp’s offices during normal business hours to permit Buyer to continue to perform its due diligence review, provided that Buyer may inspect the Records only to the extent it may do so without violating any obligation of confidence or contractual commitment of Seller or any Company Entity to a third Person (and Seller will, and will cause its Affiliates to, use commercially reasonable efforts to promptly obtain waivers of any such obligations or commitments); (ii) . Subject to the consent and cooperation of third Persons, the Seller Parties will assist Buyer in its efforts to obtain, at BuyerXxxxx’s expense, such additional information from such Persons as Buyer may reasonably desire, provided that . Buyer may inspect the Records and such additional information only to the extent it may do so without violating any obligation of confidence or contractual commitment of the Seller or any Company Entity Parties to a third Person; (iii) . If disclosure or access is prohibited, the Seller Parties shall use commercially reasonable efforts to obtain permission to grant such access to Buyer and its representatives, and shall provide Buyer with as much information or access concerning the matter as is possible while still complying with applicable Laws and Seller’s the Seller Parties’ obligations; provided, however, provided that neither the Seller nor the Company Entities Parties shall not be required to make any payments for the benefit of any third Person in order to do so; and. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SELLER PARTIES MAKE NO WARRANTY, AND EXPRESSLY DISCLAIM ALL WARRANTIES AS TO THE ACCURACY OR COMPLETENESS OF THE RECORDS AND OTHER PERTINENT DATA AND INFORMATION THAT THEY MAY PROVIDE TO BUYER. (ivii) Upon reasonable written notice from BuyerXxxxx Xxxxx, grant Buyerby appointment, during reasonable normal business hours, physical access to the Assets Properties to allow the Buyer to conduct, at Buyer’s sole risk and expense, on-on site inspections and environmental assessments of the Assets, provided, that (A) in Properties. In connection with any such on-on site inspections, Buyer shall Xxxxx agrees not to unreasonably and materially interfere with the normal operation of the Assets Properties and shall agrees to comply with all requirements of the operators of the Assets and (B) if Xxxxx. If Buyer or its agents prepare an environmental assessment of any AssetLease or Well, Buyer shall agrees to keep such assessment confidential, unless disclosure is required pursuant to applicable Law, and to any of Buyer’s lenders or by a Governmental Authority. Buyer acknowledges that the permission of the operator (if other than Seller or a Company Entity) or another third party may be required before Buyer will be able to inspect portions of the Assets and that such permission must be obtained prior furnish copies thereof to the inspection of such portions. Seller will, and will cause its Affiliates to, use commercially reasonable efforts to promptly obtain any such permissionsParties. IN CONNECTION WITH GRANTING SUCH ACCESS, BUYER REPRESENTS THAT IT IS ADEQUATELY INSURED AND WAIVES, RELEASES AND AGREES TO INDEMNIFY THE SELLER INDEMNITEES AGAINST ALL CLAIMS FOR INJURY TO, OR DEATH OF, ITS PERSONS OR THE SELLER INDEMNITEES OR FOR DAMAGE TO ITS PROPERTY OR THE PROPERTY OF THE SELLER INDEMNITEES ARISING IN ANY WAY FROM THE ACCESS AFFORDED TO BUYER HEREUNDER OR THE ACTIVITIES OF BUYER, REGARDLESS OF CAUSE, INCLUDING THE CONCURRENT NEGLIGENCE OF SELLER, EACH COMPANY ENTITY THE SELLER PARTIES AND THEIR CONTRACTORS AND SUBCONTRACTORS AND THEIR EMPLOYEES, BUT EXCLUDING THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SUCH PERSON. THIS WAIVER, RELEASE AND INDEMNITY BY BUYER SHALL SURVIVE TERMINATION OF THIS AGREEMENT.