Common use of Buyer Independent Examination Clause in Contracts

Buyer Independent Examination. Subject to the other provisions of this Section 3.1, from the Execution Date until 5:00 p.m. Central Time on June 20, 2023 (such time, the “Claim Deadline”) Buyer shall have the right during such period (the “Examination Period”) to conduct land and title diligence on the Oil & Gas Assets, independently on its own behalf and account (“Independent Title Review”). To assert a claim of a Title Defect, Xxxxx must deliver a Notice to Seller that complies with Section 3.1(d) on or before the Claim Deadline (a “Title Defect Notice”). Without limitation of Buyer’s rights and remedies pursuant to Section 10.1(a) (to the extent attributable to a breach of any of the Specified Representations) or Section 10.1(c) (to the extent attributable to the matters described in clause (c) of the definition of Specified Obligations), (i) no claims for Title Defects may be submitted after the Claim Deadline and (ii) any matters that may otherwise constitute Title Defects, but for which Xxxxx has not delivered a Title Defect Notice that meets all the requirements of Section 3.1(d) to Seller prior to the Claim Deadline, shall be deemed to have been waived by Buyer for all purposes. Subject to the limitations expressly set forth in this Agreement, including those set forth in Section 9.1(d), Section 9.1(e), Section 9.1(f) and Section 14.11, during the Examination Period but only with forty-eight (48) hours’ advance notice Seller shall give Buyer and its Representatives reasonable access during normal business hours to the Company’s facilities, properties, and books and records in connection with Buyer’s Independent Title Review. At its sole discretion, Seller or its Representatives may accompany Buyer during any such review. To give Seller an opportunity to commence reviewing and curing alleged Title Defects discovered by Xxxxx, on or before the end of each calendar week during the Examination Period prior to the Claim Deadline, Buyer shall use commercially reasonable efforts to give Seller written notice of all alleged Title Defects discovered by Buyer during such calendar week; provided that Xxxxx’s right to assert a Title Defect shall not be prejudiced or restricted by any failure to provide such preliminary notice and no such preliminary notice shall constitute a Title Defect Notice unless any such preliminary notice is expressly identified as a Title Defect Notice for purposes of this Section 3.1(a) and satisfies the requirements for a Title Defect Notice as set forth in Section 3.1(d). Xxxxx’s notices delivered prior to the Claim Deadline may be preliminary in nature and supplemented prior to the Claim Deadline. The fees, costs, and expenses incurred by Xxxxx in conducting its Independent Title Review or any other due diligence investigation shall be borne solely by Buyer.

Buyer Independent Examination. Subject to the other provisions of this Section 3.1, Buyer shall have the right during the period (the “Examination Period”) from the Execution Date until 5:00 p.m. Central Standard Time on June 20February 15, 2023 2022 (such time, the “Claim Deadline”) Buyer shall have the right during such period (the “Examination Period”) to conduct conduct, or cause its representatives to conduct, land and title diligence work on the Oil & Gas Assets, independently on its own behalf and account (“Independent Title Review”). To assert a claim , and shall, by delivery of a Title Defect, Xxxxx must deliver a Notice to Seller that complies with Section 3.1(d) on or before the Claim Deadline (a “Title Defect Notice”), assert the existence of alleged Title Defects with respect to the Oil & Gas Interests. Without limitation of Buyer’s rights and remedies pursuant Except with respect to Section 10.1(a) (to the extent attributable to a breach of any of the Specified Representations) or Section 10.1(c) (to the extent attributable to the matters described in clause (c) of the definition of Specified Obligations)7.34, (i) no claims for Title Defects may be submitted after the Claim Deadline Deadline, and (ii) any matters that may otherwise constitute Title Defects, but for which Xxxxx Buyer has not delivered a Title Defect Notice that meets all the requirements of Section 3.1(d) to Seller prior to the Claim Deadline, shall be deemed to have been waived by Buyer for all purposes. Promptly after execution of this Agreement, and subject to the limitations expressly set forth in this Agreement, including those set forth in Section 9.1(d), Section 9.1(e) and Section 14.11, Seller shall deliver to Buyer, or provide Buyer with reasonable online access to, electronic copies of records regarding title to the Oil & Gas Assets that are (x) in the possession of Seller (or its Affiliates) or Company, (y) currently maintained in electronic format by Seller (or its Affiliates) or Company and (z) customarily provided during an examination period to perform title due diligence or otherwise reasonably requested by Buyer to substantiate Seller’s Net Acres, Net Revenue Interest and Working Interest in the Oil & Gas Assets, which such records may include abstracts and title opinions, land agreements and files, division order paydecks and any other underlying materials (collectively, the “Title Records”); provided, that with respect to any Title Records for which an electronic copy thereof is not available to Seller or the Company, Seller shall provide Buyer and its Representatives with access to the physical copies of such Title Records as promptly as practicable to the extent such Title Records are in Seller’s (or its Affiliates’) or the Company’s possession. Subject to the limitations expressly set forth in this Agreement, including those set forth in Section 9.1(d), Section 9.1(e), Section 9.1(f) and Section 14.11, during the Examination Period but only with fortyPeriod, Seller shall give, upon twenty-eight four (4824) hours’ advance notice Seller shall give notice, Buyer and its Representatives representatives (accompanied by Seller or its representatives, at Seller’s sole discretion) reasonable access during normal business hours to the Company’s facilities, properties, Title Records and other books and records in connection with Buyer’s Independent Title Review. At Buyer shall use commercially reasonable efforts to provide prompt Notice to Seller of any Title Defect it identifies as part of its sole discretion, Seller or its Representatives may accompany Buyer during Independent Title Review; provided that Buyer’s right to assert a Title Defect shall not be prejudiced by any failure to provide such reviewprompt Notice. To give Seller an opportunity to commence reviewing and curing alleged Title Defects discovered asserted by XxxxxBuyer, Buyer shall use commercially reasonable efforts to give Seller, on or before the end of each calendar week during the Examination Period prior to the Claim Deadline, Buyer shall use commercially reasonable efforts to give Seller written notice of all alleged Title Defects discovered by Buyer during such calendar week, which notice may be preliminary in nature and supplemented prior to the Claim Deadline (and which notices shall not constitute Title Defect Notices for purposes of this Agreement unless they comply with the terms of Section 3.1(d)); provided that XxxxxBuyer’s right to assert a Title Defect shall not be prejudiced or restricted by any failure to provide such preliminary notice and no such preliminary notice shall constitute a Title Defect Notice unless any such preliminary notice is expressly identified as a Title Defect Notice for purposes of this Section 3.1(a) and satisfies the requirements for a Title Defect Notice as set forth in Section 3.1(d). Xxxxx’s notices delivered prior to the Claim Deadline may be preliminary in nature and supplemented prior to the Claim Deadlinenotice. The fees, costs, and expenses incurred by Xxxxx Buyer in conducting its Independent Title Review or any other due diligence investigation shall be borne solely by Buyer.. 42

Buyer Independent Examination. Subject to the other provisions of this Section 3.1, Buyer shall have the right during the period (the “Examination Period”) from the Execution Date until 5:00 p.m. Central Standard Time on June 20February 15, 2023 2022 (such time, the “Claim Deadline”) Buyer shall have the right during such period (the “Examination Period”) to conduct conduct, or cause its representatives to conduct, land and title diligence work on the Oil & Gas Assets, independently on its own behalf and account (“Independent Title Review”). To assert a claim , and shall, by delivery of a Title Defect, Xxxxx must deliver a Notice to Seller that complies with Section 3.1(d) on or before the Claim Deadline (a “Title Defect Notice”), assert the existence of alleged Title Defects with respect to the Oil & Gas Interests. Without limitation of Buyer’s rights and remedies pursuant Except with respect to Section 10.1(a) (to the extent attributable to a breach of any of the Specified Representations) or Section 10.1(c) (to the extent attributable to the matters described in clause (c) of the definition of Specified Obligations)7.34, (i) no claims for Title Defects may be submitted after the Claim Deadline Deadline, and (ii) any matters that may otherwise constitute Title Defects, but for which Xxxxx Buyer has not delivered a Title Defect Notice that meets all the requirements of Section 3.1(d) to Seller prior to the Claim Deadline, shall be deemed to have been waived by Buyer for all purposes. Promptly after execution of this Agreement, and subject to the limitations expressly set forth in this Agreement, including those set forth in Section 9.1(d), Section 9.1(e) and Section 14.11, Seller shall deliver to Buyer, or provide Buyer with reasonable online access to, electronic copies of records regarding title to the Oil & Gas Assets that are (x) in the possession of Seller (or its Affiliates) or Company, (y) currently maintained in electronic format by Seller (or its Affiliates) or Company and (z) customarily provided during an examination period to perform title due diligence or otherwise reasonably requested by Buyer to substantiate Seller’s Net Acres, Net Revenue Interest and Working Interest in the Oil & Gas Assets, which such records may include abstracts and title opinions, land agreements and files, division order paydecks and any other underlying materials (collectively, the “Title Records”); provided, that with respect to any Title Records for which an electronic copy thereof is not available to Seller or the Company, Seller shall provide Buyer and its Representatives with access to the physical copies of such Title Records as promptly as practicable to the extent such Title Records are in Seller’s (or its Affiliates’) or the Company’s possession. Subject to the limitations expressly set forth in this Agreement, including those set forth in Section 9.1(d), Section 9.1(e), Section 9.1(f) and Section 14.11, during the Examination Period but only with fortyPeriod, Seller shall give, upon twenty-eight four (4824) hours’ advance notice Seller shall give notice, Buyer and its Representatives representatives (accompanied by Seller or its representatives, at Seller’s sole discretion) reasonable access during normal business hours to the Company’s facilities, properties, Title Records and other books and records in connection with Buyer’s Independent Title Review. At Buyer shall use commercially reasonable efforts to provide prompt Notice to Seller of any Title Defect it identifies as part of its sole discretion, Seller or its Representatives may accompany Buyer during Independent Title Review; provided that Buyer’s right to assert a Title Defect shall not be prejudiced by any failure to provide such reviewprompt Notice. To give Seller an opportunity to commence reviewing and curing alleged Title Defects discovered asserted by XxxxxBuyer, Buyer shall use commercially reasonable efforts to give Seller, on or before the end of each calendar week during the Examination Period prior to the Claim Deadline, Buyer shall use commercially reasonable efforts to give Seller written notice of all alleged Title Defects discovered by Buyer during such calendar week, which notice may be preliminary in nature and supplemented prior to the Claim Deadline (and which notices shall not constitute Title Defect Notices for purposes of this Agreement unless they comply with the terms of Section 3.1(d)); provided that XxxxxBuyer’s right to assert a Title Defect shall not be prejudiced or restricted by any failure to provide such preliminary notice and no such preliminary notice shall constitute a Title Defect Notice unless any such preliminary notice is expressly identified as a Title Defect Notice for purposes of this Section 3.1(a) and satisfies the requirements for a Title Defect Notice as set forth in Section 3.1(d). Xxxxx’s notices delivered prior to the Claim Deadline may be preliminary in nature and supplemented prior to the Claim Deadlinenotice. The fees, costs, and expenses incurred by Xxxxx Buyer in conducting its Independent Title Review or any other due diligence investigation shall be borne solely by Buyer.. 37

Buyer Independent Examination. Subject to the other provisions of this Section 3.1, Buyer shall have the right during the period (the “Examination Period”) from the Execution Date until 5:00 p.m. Central Standard Time on June 20July 6, 2023 2021 (such time, the “Claim Deadline”) Buyer shall have the right during such period (the “Examination Period”) to conduct conduct, or cause its representatives to conduct, land and title diligence work on the Oil & Gas Assets, independently on its own behalf and account (“Independent Title Review”). To assert a claim , and shall, by delivery of a Title Defect, Xxxxx must deliver a Notice to Seller that complies with Section 3.1(d) on or before the Claim Deadline (a “Title Defect Notice”), assert the existence of alleged Title Defects with respect to the Oil & Gas Interests. Without limitation of Buyer’s rights and remedies pursuant Except with respect to Section 10.1(a) (to the extent attributable to a breach of any of the Specified Representations) or Section 10.1(c) (to the extent attributable to the matters described in clause (c) of the definition of Specified Obligations)7.36, (i) no claims for Title Defects may be submitted after the Claim Deadline Deadline, and (ii) any matters that may otherwise constitute Title Defects, but for which Xxxxx Buyer has not delivered a Title Defect Notice that meets all the requirements of Section 3.1(d) to Seller prior to the Claim Deadline, shall be deemed to have been waived by Buyer for all purposes. Promptly after execution of this Agreement, and subject to the limitations expressly set forth in this Agreement, including those set forth in Section 9.1(d), Section 9.1(e), Section 9.1(f) and Section 14.11, Seller shall deliver to Buyer, or provide Buyer with reasonable online access to, electronic copies of records regarding title to the Assets that are (x) in the possession of Seller or a Target Group Member, (y) currently maintained in electronic format by Seller or such Target Group Member and (z) customarily provided during an examination period to perform title due diligence or otherwise reasonably requested by Buyer to substantiate Seller’s Net Acres, Net Revenue Interest and Working Interest in the Assets, which such records may include abstracts and title opinions, land agreements and files, division order paydecks and any other underlying materials (collectively, the “Title Records”); provided, that with respect to any such records for which an electronic copy thereof is not available to Seller or the Target Group, Seller shall provide Buyer and its Representatives with access to the physical copies of records as promptly as practicable. Subject to the limitations expressly set forth in this Agreement, including those set forth in Section 9.1(d), Section 9.1(e), Section 9.1(f) and Section 14.11, during the Examination Period but only with forty-eight Period, Seller shall give, upon twenty four (4824) hours’ advance notice Seller shall give notice, Buyer and its Representatives representatives (accompanied by Seller or its representatives, at Seller’s sole discretion) reasonable access during normal business hours to the CompanyTarget Group’s facilities, properties, Title Records and other books and records in connection with Buyer’s Independent Title Review. At Buyer shall use commercially reasonable efforts to provide prompt Notice to Seller of any Title Defect it identifies as part of its sole discretionIndependent Title Review; provided, Seller or its Representatives may accompany Buyer during that Buyer’s right to assert a Title Defect shall not be prejudiced by any failure to provide such reviewprompt Notice. To give Seller an opportunity to commence reviewing and curing alleged Title Defects discovered asserted by XxxxxBuyer, Buyer shall use commercially reasonable efforts to give Seller, on or before the end of each calendar week during the Examination Period prior to the Claim Deadline, Buyer shall use commercially reasonable efforts to give Seller written notice of all alleged Title Defects discovered by Buyer during such calendar week, which notice may be preliminary in nature and supplemented prior to the Claim Deadline (and which notices shall not constitute Title Defect Notices for purposes of this Agreement unless they comply with the terms of Section 3.1(d)); provided provided, that XxxxxBuyer’s right to assert a Title Defect shall not be prejudiced or restricted by any failure to provide such preliminary notice and no such preliminary notice shall constitute a Title Defect Notice unless any such preliminary notice is expressly identified as a Title Defect Notice for purposes of this Section 3.1(a) and satisfies the requirements for a Title Defect Notice as set forth in Section 3.1(d). Xxxxx’s notices delivered prior to the Claim Deadline may be preliminary in nature and supplemented prior to the Claim Deadlinenotice. The fees, costs, and expenses incurred by Xxxxx Buyer in conducting its Independent Title Review or any other due diligence investigation shall be borne solely by Buyer.