Common use of Asset Due Diligence Clause in Contracts

Asset Due Diligence. Between the date of this Agreement and the end of the Transfer Period, Buyer and/or its designees shall have the right of ingress and egress to the real property containing the Assets so that Buyer may make any inspections, tests, surveys and studies of the Assets that it may desire, including environmental surface sampling or other tests of air, soils, water, groundwater, and other liquids as part of a Phase I environmental analysis. If any such investigation should include any drilling, trenching, or other invasive surface disturbing tests, Seller’s prior written consent, which can be withheld for any reason, must be obtained; provided, however, that any access by Buyer to or of the real property containing the Assets shall be conditioned upon Buyer’s first executing and delivering the standard form of access agreement provided by the CONSOL Parties. (a) If Buyer engages an environmental contractor to conduct such inspections and tests, Buyer shall provide to Seller a detailed scope of work and/or work plan pursuant to which the assessment work will take place. (b) After giving Seller such advance notice as is reasonably possible, which notice, except as provided herein, may be oral (in person or by telephone), Buyer and/or its designee may enter the real property containing the Assets during normal business hours and may also make arrangements to enter the real property containing the Assets at other times upon agreement from Seller. Buyer shall make such inspections, tests, surveys and studies with a minimum of interference to Seller’s business. Seller may have a representative present (at Seller’s expense) at all phases of Buyer’s work on the real property containing the Assets. (c) At Seller’s written request, Buyer shall promptly deliver to Seller a copy of every report of findings obtained by Buyer as a result of the activities described in this Section 3.5. (d) Buyer’s inspections, tests, surveys and studies conducted pursuant to this Section 3.5 shall be at Buyer’s sole expense. However, unless otherwise agreed in writing, Buyer shall not be obligated to pay for or reimburse Seller for any costs or expenses that may be incurred by Seller in connection with such tests, including costs associated with production being temporarily shut-in (e.g., time value of money). (e) Seller hereby releases, acquits and forever discharges Buyer and its representatives, agents, employees, attorneys, assigns, officers, directors, shareholders, insurers, Affiliates, and all others for whom Buyer may be vicariously liable (the “Buyer Group”) from and against Losses arising out of, resulting from, or in any manner related to Buyer’s inspection or testing of the Assets and the real property containing such Assets under the terms of this Agreement, unless such Losses are the result of the gross negligence or willful misconduct of the Buyer Group (such Losses “Indemnified Losses”). Buyer hereby agrees to indemnify Seller and its representatives, agents, managers, employees, attorneys, assigns, officers, members, insurers, Affiliates, and all others for whom Seller may be vicariously liable (the “Seller Group”) from and against any Indemnified Losses arising out of, resulting from, or in any manner related to Buyer’s inspection or testing of the Assets or the real property containing such Assets under the terms of this Agreement. The provisions of this Section 3.5(e) shall survive termination of this Agreement; provided that Buyer’s indemnity obligation herein shall expire as to any claims of the Seller Group hereunder that are not delivered to Buyer in writing on or before the third anniversary of the Closing Date. (f) Except as to the books, records, data and other information excluded pursuant to Sections 2.1(c)(v) and 2.1(d), Seller agrees (i) to give Buyer and its representatives full access to, and the right to copy, the Oil and Gas Books and Records, and (ii) furnish or make available to Buyer such financial and operating data and other information relating solely to the business and properties comprising the Assets as Buyer shall from time to time reasonably request, but in either case only to the extent that Seller may do so without violating any confidentiality or contractual obligation to a third Person.

Asset Due Diligence. Between the date of this Agreement and the end of the Transfer Period, Buyer and/or its designees shall have the right of ingress and egress to the real property containing the Assets so that Buyer may make any inspections, tests, surveys and studies of the Assets that it may desire, including environmental surface sampling or other tests of air, soils, water, groundwater, and other liquids as part of a Phase I environmental analysis. If any such investigation should include any drilling, trenching, or other invasive surface disturbing tests, Seller’s prior written consent, which can be withheld for any reason, must be obtained; provided, however, that any access by Buyer to or of the real property containing the Assets shall be conditioned upon Buyer’s first executing and delivering the standard form of access agreement provided by the CONSOL Parties. (a) If Buyer engages an environmental contractor to conduct such inspections and tests, Buyer shall provide to Seller a detailed scope of work and/or work plan pursuant to which the assessment work will take place. (b) After giving Seller such advance notice as is reasonably possible, which notice, except as provided herein, may be oral (in person or by telephone), Buyer and/or its designee may enter the real property containing the Assets during normal business hours and may also make arrangements to enter the real property containing the Assets at other times upon agreement from Seller. Buyer shall make such inspections, tests, surveys and studies with a minimum of interference to Seller’s business. Seller may have a representative present (at Seller’s expense) at all phases of Buyer’s work on the real property containing the Assets. (c) At Seller’s written request, Buyer shall promptly deliver to Seller a copy of every report of findings obtained by Buyer as a result of the activities described in this Section 3.53.7. (d) Buyer’s inspections, tests, surveys and studies conducted pursuant to this Section 3.5 3.7 shall be at Buyer’s sole expense. However, unless otherwise agreed in writing, Buyer shall not be obligated to pay for or reimburse Seller for any costs or expenses that may be incurred by Seller in connection with such tests, including costs associated with production being temporarily shut-in (e.g., time value of money). (e) Seller hereby releases, acquits and forever discharges Buyer and its representatives, agents, employees, attorneys, assigns, officers, directors, shareholders, insurers, Affiliates, and all others for whom Buyer may be vicariously liable (the “Buyer Group”) from and against Losses arising out of, resulting from, or in any manner related to Buyer’s inspection or testing of the Assets and the real property containing such Assets under the terms of this Agreement, unless such Losses are the result of the gross negligence or willful misconduct of the Buyer Group (such Losses Losses, “Indemnified Losses”). Buyer hereby agrees to indemnify Seller and its representatives, agents, managers, employees, attorneys, assigns, officers, members, insurers, Affiliates, and all others for whom Seller may be vicariously liable (the “Seller Group”) from and against any Indemnified Losses arising out of, resulting from, or in any manner related to Buyer’s inspection or testing of the Assets or the real property containing such Assets under the terms of this Agreement. The provisions of this Section 3.5(e3.7(e) shall survive termination of this Agreement; provided that Buyer’s indemnity obligation herein shall expire as to any claims of the Seller Group hereunder that are not delivered to Buyer in writing on or before the third anniversary of the Closing Date. (f) Except as to the books, records, data and other information excluded pursuant to Sections 2.1(c)(v2.1(c)(vii) and or 2.1(d), Seller agrees (i) to give Buyer and its representatives full access to, and the right to copy, the Oil and Gas Books and Records, Records and (ii) furnish or make available to Buyer such financial and operating data and other information relating solely to the Oil and Gas business and properties comprising the Assets as Buyer shall from time to time reasonably request, but in either case only to the extent that Seller may do so without violating any confidentiality or contractual obligation to a third Person. Except as provided in Section 13.1, it is expressly understood and agreed that Seller shall not have any duty or obligation to provide Buyer with copies of geologic or technical data and information collected or developed to evaluate any of the Reserved Rights.

Asset Due Diligence. Between the date of this Agreement and the end of the Transfer Period, Buyer Transferee and/or its designees shall have the right of ingress and egress to the real property containing the Transferor’s Assets so that Buyer Transferee may make any inspections, tests, surveys and studies of the Transferor’s Assets that it may desire, including environmental surface sampling or other tests of air, soils, water, groundwater, and other liquids as part of a Phase I environmental analysis. If any such investigation should include any drilling, trenching, or other invasive surface disturbing tests, SellerTransferor’s prior written consent, which can be withheld for any reason, must be obtained; provided, however, that any access by Buyer Peabody to or of the real property containing the CNX Assets shall be conditioned upon Buyer’s Peabody first executing and delivering the standard form of access agreement provided by the CONSOL Parties. (a) If Buyer a Transferee engages an environmental contractor to conduct such inspections and tests, Buyer Transferee shall provide to Seller the Transferor a detailed scope of work and/or work plan pursuant to which the assessment work will take place. (b) After giving Seller Transferor such advance notice as is reasonably possible, which notice, except as provided herein, may be oral (in person or by telephone), Buyer Transferee and/or its designee may enter the real property containing the Transferor’s Assets during normal business hours and may also make arrangements to enter the real property containing the Transferor’s Assets at other times upon agreement from SellerTransferor. Buyer Transferee shall make such inspections, tests, surveys and studies with a minimum of interference to SellerTransferor’s business. Seller Transferor may have a representative present (at SellerTransferor’s expense) at all phases of BuyerTransferee’s work on the real property containing the Assets. (c) At SellerTransferor’s written request, Buyer Transferee shall promptly deliver to Seller Transferor a copy of every report of findings obtained by Buyer Transferee as a result of the activities described in this Section 3.53.7. (d) BuyerTransferee’s inspections, tests, surveys and studies conducted pursuant to this Section 3.5 3.7 shall be at BuyerTransferee’s sole expense. However, unless otherwise agreed in writing, Buyer Transferee shall not be obligated to pay for or reimburse Seller Transferor for any costs or expenses that may be incurred by Seller Transferor in connection with such tests, including costs associated with production being temporarily shut-in (e.g., time value of money). (e) Seller Transferor hereby releases, acquits and forever discharges Buyer Transferee and its representatives, agents, employees, attorneys, assigns, officers, directors, shareholders, insurers, Affiliates, and all others for whom Buyer Transferee may be vicariously liable (the “Buyer Transferee Group”) from and against Losses arising out of, resulting from, or in any manner related to BuyerTransferee’s inspection or testing of the Transferor’s Assets and the real property containing such Assets under the terms of this Agreement, unless such Losses are the result of the gross negligence or willful misconduct of the Buyer Transferee Group (such Losses Losses, “Indemnified Losses”). Buyer Transferee hereby agrees to indemnify Seller Transferor and its representatives, agents, managers, employees, attorneys, assigns, officers, members, insurers, Affiliates, and all others for whom Seller Transferor may be vicariously liable (the “Seller Transferor Group”) from and against any Indemnified Losses arising out of, resulting from, or in any manner related to BuyerTransferee’s inspection or testing of the Transferor’s Assets or the real property containing such Assets under the terms of this Agreement. The provisions of this Section 3.5(e3.7(e) shall survive termination of this Agreement; provided that BuyerTransferee’s indemnity obligation herein shall expire as to any claims of the Seller Transferor Group hereunder that are not delivered to Buyer Transferee in writing on or before the third anniversary of the Closing Date. (f) Except as to the books, records, data and other information excluded pursuant to Sections 2.1(c)(v), 2.1(d)(vi) and 2.1(d2.1(e), Seller Transferor agrees (i) to give Buyer Transferee and its representatives full access to, and the right to copy, the Oil CNX Books and Gas Records or Peabody Books and Records, as applicable, and (ii) furnish or make available to Buyer Transferee such financial and operating data and other information relating solely to the business and properties comprising the Transferor’s Assets as Buyer Transferee shall from time to time reasonably request, but in either case only to the extent that Seller Transferor may do so without violating any confidentiality or contractual obligation to a third Person. Except as provided in Section 13.1, it is expressly understood and agreed that Peabody shall not have any duty or obligation to provide CNX with copies of geologic or technical data and information collected or developed to evaluate any of its Reserved Rights.