Common use of Buyer Access Clause in Contracts

Buyer Access. Prior to the Closing, the Xxxxx-Xxxx Parties will (i) provide access to the Properties and the Records to Buyer and its representatives, for inspection and evaluation, and (ii) make available to Buyer for examination in a virtual data room or at the office of the Xxxxx-Xxxx Parties in Dallas, Texas, title and other records, books, files (including, without limitation, land, lease, title, title opinion, production, operations and regulatory files) and information relating to the Properties, insofar as the same are in possession or reasonable control of the Xxxxx-Xxxx Parties. The Xxxxx-Xxxx Parties will cooperate with Buyer in Buyer’s efforts to obtain, at Buyer’s sole expense, any additional information relating to the Properties that Buyer may consider useful in this transaction; provided, however, that the Xxxxx-Xxxx Parties make no assurances or representations herein to Buyer as to the completeness or accuracy of any of the records of the Xxxxx-Xxxx Parties made available to Buyer hereunder. Rather, Buyer should rely entirely on its own examination of the records of the Xxxxx-Xxxx Parties and its own independent due diligence and other investigations of the Properties, as well as on the representations, warranties and covenants of the Xxxxx Xxxx-Parties in this Agreement and the Exhibits and Schedules attached hereto. In the event the Xxxxx-Xxxx Parties advise Buyer that it will withhold or be unable to deliver any information as defined herein, the Xxxxx-Xxxx Parties will (a) identify to Buyer the general nature or type of information that is being withheld; and (b) use commercially reasonable efforts to obtain consents or approvals necessary to permit disclosure to Buyer, only insofar as the Xxxxx-Xxxx Parties may do so without violating legal constraints or any contractual prohibition, obligation, other confidentiality requirement, or other commitment of the Xxxxx-Xxxx Parties to a third party. Promptly after execution of this Agreement, the Xxxxx-Xxxx Parties will provide to Buyer for inspection any and all historical file information in the possession or control of the Xxxxx-Xxxx Parties regarding crude oil, produced water, or Hazardous Materials spilled or disposed of on or off-site of the Properties and the locations thereof; pits and pit closures; substance, materials or equipment burials; land farming; land spreading; underground injection; solid waste disposal sites; and environmental permits and Spill Prevention Control and Countermeasure Plans. The Xxxxx-Xxxx Parties are not obligated to commission any updated abstracts, title opinions or additional title information, but shall provide all of the same that is in the possession (or reasonable control) of the Xxxxx-Xxxx Parties and shall cooperate with Buyer in Buyer’s efforts to obtain, at Buyer’s reasonable expense, such additional title information as Buyer may reasonably deem prudent. To facilitate Buyer’s full evaluation of the Environmental Condition of any of the subject Properties, as the law or third party rights may dictate, and consistent with Section 5.05 hereof, the Xxxxx-Xxxx Parties will permit representatives of Buyer to make such environmental tests on the Properties as may be within immediate dominion, control and authority of the Xxxxx-Xxxx Parties, including Phase I environmental assessments. Buyer may not conduct Phase II environmental testing or other invasive surface or subsurface testing on the Properties without the prior written consent of the Xxxxx-Xxxx Parties, which consent will not be unreasonably withheld. The Xxxxx-Xxxx Parties will cooperate with Buyer in seeking third party operators’ consents to inspect and test on non-operated Properties; provided, however, that there is no assurance that such activities will be permitted by such third party operators. To the extent consent is withheld or refused by Xxxxx-Xxxx Parties as to the Properties, the affected Properties may be deemed to be burdened by an Environmental Defect for purposes of this Agreement, and Buyer will have the option to have the affected Properties excluded from this Agreement. If such option is exercised by Buyer, the Purchase Price will be reduced by the Allocated Values of any excluded Properties. The Xxxxx-Xxxx Parties shall permit Buyer, at Buyer’s sole expense, to inspect and photocopy all environmental information and records relevant to the Properties under this Section 4.01(a) during reasonable business hours so long as this Agreement is in effect; provided, however, that in the event the Xxxxx-Xxxx Parties advise Buyer that it will withhold or be unable to deliver any environmental information hereunder, because the Xxxxx-Xxxx Parties cannot do so without violating any legal constraints or contractual prohibition, obligation, other confidentiality requirement, or other commitment to a third party; and, as to such withheld environmental information, the Xxxxx-Xxxx Parties will (a) identify to Buyer the general nature or type of information that is being withheld; and (b) use commercially reasonable efforts to obtain consents or approvals necessary to permit disclosure to Buyer. Notwithstanding any of the foregoing, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE XXXXX-XXXX PARTIES MAKE NO WARRANTY OR REPRESENTATION OF ANY KIND, EITHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, AS TO THE RECORDS, INCLUDING ANY REPRESENTATION OR WARRANTY AS TO THE ACCURACY AND COMPLETENESS OF THE RECORDS. Except with regard to statements, representations and warranties of the Xxxxx-Xxxx Parties in this Agreement, Buyer acknowledges that any other conclusions drawn from the Records and other information concerning the Properties are the result of its own independent review and judgment.

Buyer Access. Prior In addition to and not in limitation of the provisions set forth in Article 2, Section 6.13 and Section 6.16, for a period following the Closing Date and ending at the earlier of seven years or the dissolution, winding up and termination of Seller and Redwood Design & Supply in accordance with Section 6.16, Buyer and its Representatives shall, subject to the ClosingAccess Limitations, have reasonable access to all of the Xxxxx-Xxxx Parties will books and records of Seller and Redwood Design & Supply to the extent that such access may reasonably be required in connection with matters relating to or affected by the operations of the Acquired Companies, including (i) provide access to the Properties and the Records to Buyer and preparation of Buyer’s or its representativesequity holders’ financial reports or Tax Returns, for inspection and evaluation, and (ii) make available any Tax audits, (iii) the defense or prosecution of Actions and (iv) any other reasonable need of Seller to Buyer for examination in a virtual data room or at the office of the Xxxxx-Xxxx Parties in Dallas, Texas, title consult such books and other records, books, files (including, without limitation, land, lease, title, title opinion, production, operations including to verify Seller and regulatory files) and information relating to the Properties, insofar as the same are in possession or reasonable control of the Xxxxx-Xxxx Parties. The Xxxxx-Xxxx Parties will cooperate Redwood Design & Supply’s compliance with Buyer in Buyer’s efforts to obtain, at Buyer’s sole expense, any additional information relating to the Properties that Buyer may consider useful in this transactionSection 6.16; provided, however, that that, with respect to clause (iv) of this Section 6.10(c), such access shall not unreasonably interfere with or be unreasonably burdensome for Seller or Redwood Design & Supply or any of their Affiliates or Representatives, including the Xxxxx-Xxxx Parties make no assurances or representations herein Retained Entities’ Representative. All requests for access and information made pursuant to Buyer as this Section 6.10(c) shall be initially directed to the completeness Person set forth in Section 6.10(c) of the Seller Disclosure Schedule, which Person may be replaced by Seller at any time by providing written notice to Buyer, and all such access and information shall be governed by the terms of Section 6.6 (such Person, the “Retained Entities’ Representative”). In addition, if at any time after the Closing, Seller or accuracy Redwood Design & Supply shall desire to dispose of any of such books and records prior to the records expiration of such period ending at the Xxxxx-Xxxx Parties made available earlier of seven years or the dissolution, winding up and termination of Seller and Redwood Design & Supply, Seller shall, prior to such disposition, give Buyer hereunder. Rather, Buyer should rely entirely on its own examination of the records of the Xxxxx-Xxxx Parties and its own independent due diligence and other investigations of the Properties, as well as on the representations, warranties and covenants of the Xxxxx Xxxx-Parties in this Agreement and the Exhibits and Schedules attached hereto. In the event the Xxxxx-Xxxx Parties advise Buyer that it will withhold or be unable to deliver any information as defined herein, the Xxxxx-Xxxx Parties will (a) identify to Buyer the general nature or type of information that is being withheld; and (b) use commercially a reasonable efforts to obtain consents or approvals necessary to permit disclosure to Buyer, only insofar as the Xxxxx-Xxxx Parties may do so without violating legal constraints or any contractual prohibition, obligation, other confidentiality requirement, or other commitment of the Xxxxx-Xxxx Parties to a third party. Promptly after execution of this Agreement, the Xxxxx-Xxxx Parties will provide to Buyer for inspection any and all historical file information in the possession or control of the Xxxxx-Xxxx Parties regarding crude oil, produced water, or Hazardous Materials spilled or disposed of on or off-site of the Properties and the locations thereof; pits and pit closures; substance, materials or equipment burials; land farming; land spreading; underground injection; solid waste disposal sites; and environmental permits and Spill Prevention Control and Countermeasure Plans. The Xxxxx-Xxxx Parties are not obligated to commission any updated abstracts, title opinions or additional title information, but shall provide all of the same that is in the possession (or reasonable control) of the Xxxxx-Xxxx Parties and shall cooperate with Buyer in Buyer’s efforts to obtainopportunity, at Buyer’s reasonable cost and expense, to segregate and remove such additional title information books and records as Buyer may reasonably deem prudent. To facilitate Buyer’s full evaluation of the Environmental Condition of any of the subject Properties, as the law or third party rights may dictate, and consistent with Section 5.05 hereof, the Xxxxx-Xxxx Parties will permit representatives of Buyer to make such environmental tests on the Properties as may be within immediate dominion, control and authority of the Xxxxx-Xxxx Parties, including Phase I environmental assessments. Buyer may not conduct Phase II environmental testing or other invasive surface or subsurface testing on the Properties without the prior written consent of the Xxxxx-Xxxx Parties, which consent will not be unreasonably withheld. The Xxxxx-Xxxx Parties will cooperate with Buyer in seeking third party operators’ consents to inspect and test on non-operated Properties; provided, however, that there is no assurance that such activities will be permitted by such third party operators. To the extent consent is withheld or refused by Xxxxx-Xxxx Parties as to the Properties, the affected Properties may be deemed to be burdened by an Environmental Defect for purposes of this Agreement, and Buyer will have the option to have the affected Properties excluded from this Agreement. If such option is exercised by Buyer, the Purchase Price will be reduced by the Allocated Values of any excluded Properties. The Xxxxx-Xxxx Parties shall permit Buyer, at Buyer’s sole expense, to inspect and photocopy all environmental information and records relevant to the Properties under this Section 4.01(a) during reasonable business hours so long as this Agreement is in effect; provided, however, that in the event the Xxxxx-Xxxx Parties advise Buyer that it will withhold or be unable to deliver any environmental information hereunder, because the Xxxxx-Xxxx Parties cannot do so without violating any legal constraints or contractual prohibition, obligation, other confidentiality requirement, or other commitment to a third party; and, as to such withheld environmental information, the Xxxxx-Xxxx Parties will (a) identify to Buyer the general nature or type of information that is being withheld; and (b) use commercially reasonable efforts to obtain consents or approvals necessary to permit disclosure to Buyer. Notwithstanding any of the foregoing, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE XXXXX-XXXX PARTIES MAKE NO WARRANTY OR REPRESENTATION OF ANY KIND, EITHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, AS TO THE RECORDS, INCLUDING ANY REPRESENTATION OR WARRANTY AS TO THE ACCURACY AND COMPLETENESS OF THE RECORDS. Except with regard to statements, representations and warranties of the Xxxxx-Xxxx Parties in this Agreement, Buyer acknowledges that any other conclusions drawn from the Records and other information concerning the Properties are the result of its own independent review and judgmentselect.

Buyer Access. Prior to the Closing, the Xxxxx-Xxxx Parties will (i) provide access to the Properties and the Records to Buyer and its representatives, for inspection and evaluation, and (ii) make available to Buyer for examination in a virtual data room or at the office of the Xxxxx-Xxxx Parties in Dallas, Texas, title and other records, books, files (including, without limitation, land, lease, title, title opinion, production, operations and regulatory files) and information relating to the Properties, insofar as the same are in possession or reasonable control of the Xxxxx-Xxxx Parties. The Xxxxx-Xxxx Parties will cooperate with Buyer Xxxxx in BuyerXxxxx’s efforts to obtain, at BuyerXxxxx’s sole expense, any additional information relating to the Properties that Buyer may consider useful in this transaction; provided, however, that the Xxxxx-Xxxx Parties make no assurances or representations herein to Buyer as to the completeness or accuracy of any of the records of the Xxxxx-Xxxx Parties made available to Buyer hereunder. Rather, Buyer should rely entirely on its own examination of the records of the Xxxxx-Xxxx Parties and its own independent due diligence and other investigations of the Properties, as well as on the representations, warranties and covenants of the Xxxxx Xxxx-Parties in this Agreement and the Exhibits and Schedules attached hereto. In the event the Xxxxx-Xxxx Parties advise Buyer that it will withhold or be unable to deliver any information as defined herein, the Xxxxx-Xxxx Parties will (a) identify to Buyer the general nature or type of information that is being withheld; and (b) use commercially reasonable efforts to obtain consents or approvals necessary to permit disclosure to Buyer, only insofar as the Xxxxx-Xxxx Parties may do so without violating legal constraints or any contractual prohibition, obligation, other confidentiality requirement, or other commitment of the Xxxxx-Xxxx Parties to a third party. Promptly after execution of this Agreement, the Xxxxx-Xxxx Parties will provide to Buyer for inspection any and all historical file information in the possession or control of the Xxxxx-Xxxx Parties regarding crude oil, produced water, or Hazardous Materials spilled or disposed of on or off-site of the Properties and the locations thereof; pits and pit closures; substance, materials or equipment burials; land farming; land spreading; underground injection; solid waste disposal sites; and environmental permits and Spill Prevention Control and Countermeasure Plans. The Xxxxx-Xxxx Parties are not obligated to commission any updated abstracts, title opinions or additional title information, but shall provide all of the same that is in the possession (or reasonable control) of the Xxxxx-Xxxx Parties and shall cooperate with Buyer in Buyer’s efforts to obtain, at Buyer’s reasonable expense, such additional title information as Buyer may reasonably deem prudent. To facilitate BuyerXxxxx’s full evaluation of the Environmental Condition of any of the subject Properties, as the law or third party rights may dictate, and consistent with Section 5.05 hereof, the Xxxxx-Xxxx Parties will permit representatives of Buyer to make such environmental tests on the Properties as may be within immediate dominion, control and authority of the Xxxxx-Xxxx Parties, including Phase I environmental assessments. Buyer may not conduct Phase II environmental testing or other invasive surface or subsurface testing on the Properties without the prior written consent of the Xxxxx-Xxxx Parties, which consent will not be unreasonably withheld. The Xxxxx-Xxxx Parties will cooperate with Buyer Xxxxx in seeking third party operators’ consents to inspect and test on non-operated Properties; provided, however, that there is no assurance that such activities will be permitted by such third party operators. To the extent consent is withheld or refused by Xxxxx-Xxxx Parties as to the Properties, the affected Properties may be deemed to be burdened by an Environmental Defect for purposes of this Agreement, and Buyer will have the option to have the affected Properties excluded from this Agreement. If such option is exercised by Buyer, the Purchase Price will be reduced by the Allocated Values of any excluded Properties. The Xxxxx-Xxxx Parties shall permit Buyer, at Buyer’s sole expense, to inspect and photocopy all environmental information and records relevant to the Properties under this Section 4.01(a) during reasonable business hours so long as this Agreement is in effect; provided, however, that in the event the Xxxxx-Xxxxx- Xxxx Parties advise Buyer that it will withhold or be unable to deliver any environmental information hereunder, because the Xxxxx-Xxxx Parties cannot do so without violating any legal constraints or contractual prohibition, obligation, other confidentiality requirement, or other commitment to a third party; and, as to such withheld environmental information, the Xxxxx-Xxxx Parties will (a) identify to Buyer the general nature or type of information that is being withheld; and (b) use commercially reasonable efforts to obtain consents or approvals necessary to permit disclosure to Buyer. Notwithstanding any of the foregoing, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE XXXXX-XXXX PARTIES MAKE NO WARRANTY OR REPRESENTATION OF ANY KIND, EITHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, AS TO THE RECORDS, INCLUDING ANY REPRESENTATION OR WARRANTY AS TO THE ACCURACY AND COMPLETENESS OF THE RECORDS. Except with regard to statements, representations and warranties of the Xxxxx-Xxxx Parties in this Agreement, Buyer Xxxxx acknowledges that any other conclusions drawn from the Records and other information concerning the Properties are the result of its own independent review and judgment.

Buyer Access. Prior to the Closing, the Xxxxx-Xxxx Parties will (i) provide access to the Properties and the Records to Buyer and its representatives, for inspection and evaluation, and (ii) make available to Buyer for examination in a virtual data room or at the office of the Xxxxx-Xxxx Parties in Dallas, Texas, title and other records, books, files (including, without limitation, land, lease, title, title opinion, production, operations and regulatory files) and information relating to the Properties, insofar as the same are in possession or reasonable control of the Xxxxx-Xxxx Parties. The Xxxxx-Xxxx Parties will cooperate with Buyer in Buyer’s efforts to obtain, at Buyer’s sole expense, any additional information relating to the Properties that Buyer may consider useful in this transaction; provided, however, that the Xxxxx-Xxxx Parties make no assurances or representations herein to Buyer as to the completeness or accuracy of any of the records of the Xxxxx-Xxxx Parties made available to Buyer hereunder. Rather, Buyer should rely entirely on its own examination of the records of the Xxxxx-Xxxx Parties and its own independent due diligence and other investigations of the Properties, as well as on the representations, warranties and covenants of the Xxxxx Xxxx-Parties in this Agreement and the Exhibits and Schedules attached hereto. In the event the Xxxxx-Xxxx Parties advise Buyer that it will withhold or be unable to deliver any information as defined herein, the Xxxxx-Xxxx Parties will (a) identify to Buyer the general nature or type of information that is being withheld; and (b) use commercially reasonable efforts to obtain consents or approvals necessary to permit disclosure to Buyer, only insofar as the Xxxxx-Xxxx Parties may do so without violating legal constraints or any contractual prohibition, obligation, other confidentiality requirement, or other commitment of the Xxxxx-Xxxx Parties to a third party. Promptly after execution of this Agreement, the Xxxxx-Xxxx Parties will provide to Buyer for inspection any and all historical file information in the possession or control of the Xxxxx-Xxxx Parties regarding crude oil, produced water, or Hazardous Materials spilled or disposed of on or off-site of the Properties and the locations thereof; pits and pit closures; substance, materials or equipment burials; land farming; land spreading; underground injection; solid waste disposal sites; and environmental permits and Spill Prevention Control and Countermeasure Plans. The Xxxxx-Xxxx Parties are not obligated to commission any updated abstracts, title opinions or additional title information, but shall provide all of the same that is in the possession (or reasonable control) of the Xxxxx-Xxxx Parties and shall cooperate with Buyer in Buyer’s efforts to obtain, at Buyer’s reasonable expense, such additional title information as Buyer may reasonably deem prudent. To facilitate Buyer’s full evaluation of the Environmental Condition of any of the subject Properties, as the law or third party rights may dictate, and consistent with Section 5.05 hereof, the Xxxxx-Xxxx Parties will permit representatives of Buyer to make such environmental tests on the Properties as may be within immediate dominion, control and authority of the Xxxxx-Xxxx Parties, including Phase I environmental assessments. Buyer may not conduct Phase II environmental testing or other invasive surface or subsurface testing on the Properties without the prior written consent of the Xxxxx-Xxxx Parties, which consent will not be unreasonably withheld. The Xxxxx-Xxxx Parties will cooperate with Buyer in seeking third party operators’ consents to inspect and test on non-operated Properties; provided, however, that there is no assurance that such activities will be permitted by such third party operators. To the extent consent is withheld or refused by Xxxxx-Xxxx Parties as to the Properties, the affected Properties may be deemed to be burdened by an Environmental Defect for purposes of this Agreement, and Buyer will have the option to have the affected Properties excluded from this Agreement. If such option is exercised by Buyer, the Purchase Price will be reduced by the Allocated Values of any excluded Properties. The Xxxxx-Xxxx Parties shall permit Buyer, at Buyer’s sole expense, to inspect and photocopy all environmental information and records relevant to the Properties under this Section 4.01(a) during reasonable business hours so long as this Agreement is in effect; provided, however, that in the event the Xxxxx-Xxxxx- Xxxx Parties advise Buyer that it will withhold or be unable to deliver any environmental information hereunder, because the Xxxxx-Xxxx Parties cannot do so without violating any legal constraints or contractual prohibition, obligation, other confidentiality requirement, or other commitment to a third party; and, as to such withheld environmental information, the Xxxxx-Xxxx Parties will (a) identify to Buyer the general nature or type of information that is being withheld; and (b) use commercially reasonable efforts to obtain consents or approvals necessary to permit disclosure to Buyer. Notwithstanding any of the foregoing, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE XXXXX-XXXX PARTIES MAKE NO WARRANTY OR REPRESENTATION OF ANY KIND, EITHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, AS TO THE RECORDS, INCLUDING ANY REPRESENTATION OR WARRANTY AS TO THE ACCURACY AND COMPLETENESS OF THE RECORDS. Except with regard to statements, representations and warranties of the Xxxxx-Xxxx Parties in this Agreement, Buyer acknowledges that any other conclusions drawn from the Records and other information concerning the Properties are the result of its own independent review and judgment.