Environmental Property Inspection. (a) From and after the Execution Date, until the Defect Deadline, Seller shall permit Buyer and Buyer’s Representatives, at Buyer’s sole risk, cost and expense, reasonable access to the Conveyed Properties operated by Seller (or any of its affiliates) to conduct field inspections for purposes of Buyer’s due diligence investigation of environmental matters relating to the Conveyed Properties (“Buyer’s Environmental Review”). In connection with the granting of such access, subject to Section 6.2(b), Buyer agrees that Buyer shall be liable to Seller for any and all damage to the Conveyed Properties arising out of or relating to Buyer’s (or Buyer’s Representatives’) inspection and access to the Conveyed Properties. Buyer shall, and shall cause Buyer’s Representatives to, abide by Seller’s (or any of its affiliates’) safety rules, regulations and operating policies of which they are informed while conducting Buyer’s Environmental Review. The scope of work comprising Buyer’s Environmental Review shall be limited to Phase 1 Activities unless based on the results of such Phase 1 Activities, an independent third party consultant (including the consultant engaged by Buyer to conduct Buyer’s Environmental Review) reasonably recommends that sampling or testing of environmental media or operation of equipment is necessary to confirm that an Environmental Defect exists or to calculate the Environmental Defect Amount, and Buyer requests in writing to do so. If Buyer requests authorization to perform any sampling, testing or operation, Seller shall have the right, in its sole discretion, to reject Buyer’s request up to and within forty-eight (48) hours of receipt. However, if Seller rejects Buyer’s request, Buyer shall have the right, in its sole discretion, to exclude the applicable Conveyed Property from the Conveyed Properties conveyed by Seller to Buyer at Closing in which case the Purchase Price shall be reduced by the Allocated Value of such Retained Property. Buyer shall (i) consult with Seller before conducting any work comprising Buyer’s Environmental Review, (ii) perform all such work in a safe and workmanlike manner and so as to not unreasonably interfere with Seller’s (or any of its affiliates’) operations, (iii) comply with all applicable Laws and customary industry practices, and promptly and completely (x) remove all equipment, tools or other property brought onto the Conveyed Properties in connection with Buyer’s Environmental Review and (y) restore the Conveyed Properties and repair any damage thereto resulting from Buyer’s Environmental Review. Seller shall have the right to have one or more representatives accompany Buyer at all times during Buyer’s Environmental Review, and Buyer shall give Seller at least forty-eight (48) hours’ notice prior to any visits by it (or any Buyer Representatives) to the Conveyed Properties. Notwithstanding anything to the contrary in this Agreement, Buyer may not access, and may not conduct Buyer’s Environmental Review with respect to, any Conveyed Property where Seller or its affiliates do not have the authority to grant access for such due diligence and review; provided, however, Seller will use commercially reasonable efforts to obtain permission from any necessary third party operator to allow Buyer and Buyer’s Representatives such access, it being understood by Buyer that the execution by Buyer or Buyer’s Representatives of a customary access agreement may be a condition of such access. The Parties agree that all information discovered during Buyer’s Environmental Review shall be governed by the terms of the Confidentiality Agreement. (b) BUYER SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS THE SELLER INDEMNIFIED PARTIES, FROM AND AGAINST ANY AND ALL LIABILITIES ARISING OUT OF, RESULTING FROM, BASED ON, ASSOCIATED WITH, OR RELATING TO, IN ANY WAY, THE ACCESS AFFORDED TO BUYER PURSUANT TO THIS ARTICLE VI, REGARDLESS OF WHETHER SUCH LIABILITIES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE, CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY OF THE SELLER INDEMNIFIED PARTIES, EXCEPTING ONLY (i) LIABILITIES TO THE EXTENT RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY OF THE SELLER INDEMNIFIED PARTIES AND (ii) LIABILITIES FOR ENVIRONMENTAL CONDITIONS MERELY DISCOVERED AS A RESULT OF BUYER’S ENVIRONMENTAL REVIEW THAT WERE EXISTING PRIOR TO SUCH ACCESS, WHICH LIABILITIES SHALL BE ALLOCATED PURSUANT TO THE OTHER PROVISIONS OF THIS AGREEMENT. THE FOREGOING INDEMNITY SHALL CONTINUE IN FULL FORCE AND EFFECT NOTWITHSTANDING ANY TERMINATION OF THIS AGREEMENT. (c) From and after the Execution Date until the Closing, Buyer will maintain, at its sole cost and expense and with insurers reasonably satisfactory to Seller, policies of insurance of the types and in the amounts set forth on Schedule 6.2(c). Coverage under all insurance required to be carried by Buyer hereunder will (i) be primary insurance, (ii) list Seller Indemnified Parties as additional insureds, (iii) waive subrogation against Seller Indemnified Persons, and (iv) provide for thirty (30) days’ prior notice to Seller of cancellation or modification of the policy or reduction in coverage. Buyer will provide evidence of such insurance to Seller prior to entering upon the Conveyed Properties.
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Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (WildHorse Resource Development Corp)
Environmental Property Inspection. (a) From and after the Execution Date, until the Defect Deadline, Seller shall permit Buyer and Buyer’s Representatives, at Buyer’s sole risk, cost and expense, reasonable access to the Conveyed Properties operated by Seller (or any of its affiliates) to conduct field inspections for purposes of Buyer’s due diligence investigation of environmental matters relating to the Conveyed Properties (“Buyer’s Environmental Review”). In connection with the granting of such access, subject to Section 6.2(b), Buyer agrees that Buyer shall be liable to Seller for any and all damage to the Conveyed Properties arising out of or relating to Buyer’s (or Buyer’s Representatives’) inspection and access to the Conveyed Properties. Buyer shall, and shall cause Buyer’s Representatives to, abide by Seller’s (or any of its affiliates’) safety rules, regulations and operating policies of which they are informed while conducting Buyer’s Environmental Review. The Subject to the immediately succeeding three sentences, the scope of work comprising Buyer’s Environmental Review shall be limited to “Phase 1 Activities”, which include a review of the records maintained by governmental authorities, a pre-inspection questionnaire, site visits to perform a visual inspection and interviews with Seller’s personnel having responsibility for environmental compliance matters with respect to the Properties, but do not include any sampling or similar invasive activities. If following the conduct of any Phase 1 Activities unless based on the results of such Phase 1 Activities, an independent third party consultant (including the consultant engaged by Buyer to conduct (or any of Buyer’s Environmental Review) Representatives), Buyer reasonably recommends believes that sampling or testing of environmental media or operation of equipment is necessary to confirm that an Environmental Defect exists or to calculate the Environmental Defect Amount, and Buyer requests in writing to do so. If Buyer requests authorization to perform any sampling, testing boring, drilling or operationany other invasive investigative activity (any such activity, “Invasive Activity”) with respect to any of the Listed Interests (or any of the Leases related thereto) is necessary for it to conduct its due diligence investigation of environmental matters with respect to the Listed Interests, then prior to conducting any such Invasive Activity with respect to such Listed Interest (and/or related Leases), Buyer shall furnish to Seller, for its review, a proposed scope of such Invasive Activity, including a reasonable description of the Invasive Activities to be conducted and a description of the approximate locations of such Invasive Activities. Following the receipt and review of such proposal by Seller, Seller shall have the rightpromptly elect, in its sole and absolute discretion, to reject permit or refuse to permit the conduct of any such Invasive Activity by Buyer or Buyer’s request up to Representatives and within forty-eight (48) hours shall provide a reasonable timeline for completion of receipt. Howeverthe Invasive Activity in advance of the Defect Deadline; provided, however, that if Seller rejects refuses to permit the conduct of any such Invasive Activity by Buyer (or Buyer’s requestRepresentatives), then the Listed Interest (and each Lease related thereto) with respect to which Buyer shall have the rightrequested permission to conduct such Invasive Activity may, in its sole discretionat Buyer’s option, to exclude the applicable Conveyed Property be excluded (together with all related Properties) from the Conveyed Properties to be conveyed by Seller to Buyer at Closing in which case pursuant to this Agreement and the Purchase Price shall be reduced adjusted downward by the Allocated Value of such Retained PropertyListed Interest in accordance with Section 2.2(b)(iv), but without regard to the Environmental Deductible. To the extent any Invasive Activities cannot be reasonably completed in advance of the Defect Deadline, the affected Property will be treated as a Subject Environmental Defect Property excluded pursuant to Section 5.6(b)(i), and Buyer and Seller shall agree on a timeline for completion of the Invasive Activity and submission of the Environmental Notice (which in any event shall be no later than the expiration of the Cure Period). In addition to the foregoing, Buyer shall (i) consult with Seller before conducting any work comprising Buyer’s Environmental Review, (ii) perform all such work in a safe and workmanlike manner and so as to not unreasonably interfere with Seller’s (or any of its affiliates’) operations, and (iii) comply with all applicable Laws laws, rules, regulations, and customary industry practices, and promptly and completely (x) remove all equipment, tools or other property brought onto the Conveyed Properties in connection with Buyer’s Environmental Review and (y) restore the Conveyed Properties and repair any damage thereto resulting from Buyer’s Environmental Review. Seller shall have the right to have one or more representatives accompany Buyer at all times during Buyer’s Environmental Review, and Buyer shall give Seller at least fortytwenty-eight four (4824) hours’ notice prior to any visits by it (or any Buyer Representativesof its representatives) to the Conveyed Properties. Notwithstanding anything to the contrary in this Agreement, Buyer may not access, and may not conduct Buyer’s Environmental Review with respect to, any Conveyed Property where Seller or its affiliates do not have the authority to grant access for such due diligence and review; provided, however, Seller will use commercially reasonable efforts to obtain permission from any necessary third party operator to allow Buyer and Buyer’s Representatives such access, it being understood by Buyer that the execution by Buyer or Buyer’s Representatives of a customary access agreement may be a condition of such access. The Parties agree that all information discovered during Buyer’s Environmental Review shall be governed by the terms of the Confidentiality Agreement.
(b) BUYER SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS THE SELLER INDEMNIFIED PARTIES, FROM AND AGAINST ANY AND ALL LIABILITIES ARISING OUT OF, RESULTING FROM, BASED ON, ASSOCIATED WITH, OR RELATING TO, IN ANY WAY, THE ACCESS AFFORDED TO BUYER PURSUANT TO THIS ARTICLE VI, REGARDLESS OF WHETHER SUCH LIABILITIES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE, CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY OF THE SELLER INDEMNIFIED PARTIES, EXCEPTING ONLY (i) LIABILITIES TO THE EXTENT RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY OF THE SELLER INDEMNIFIED PARTIES AND (ii) LIABILITIES FOR ENVIRONMENTAL CONDITIONS MERELY DISCOVERED AS A RESULT OF BUYER’S ENVIRONMENTAL REVIEW THAT WERE EXISTING PRIOR TO SUCH ACCESS, WHICH LIABILITIES SHALL BE ALLOCATED PURSUANT TO THE OTHER PROVISIONS OF THIS AGREEMENT. THE FOREGOING INDEMNITY SHALL CONTINUE IN FULL FORCE AND EFFECT NOTWITHSTANDING ANY TERMINATION OF THIS AGREEMENT.
(c) From and after the Execution Date until the Closing, Buyer will maintain, at its sole cost and expense and with insurers reasonably satisfactory to Seller, policies of insurance of the types and in the amounts set forth on Schedule 6.2(c). Coverage under all insurance required to be carried by Buyer hereunder will (i) be primary insurance, (ii) list Seller Indemnified Parties as additional insureds, (iii) waive subrogation against Seller Indemnified Persons, and (iv) provide for thirty (30) days’ prior notice to Seller of cancellation or modification of the policy or reduction in coverage. Buyer will provide evidence of such insurance to Seller prior to entering upon the Conveyed Properties.
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Environmental Property Inspection. (a) From and after the Execution Date, until Sellers and the Defect Deadline, Seller Company Group shall permit Buyer and Buyer’s Representatives, at Buyer’s sole risk, cost and expense, reasonable access to the Conveyed Properties operated by Seller the Company Group, and to Properties operated by any third-party operator (or any of its affiliates) to the extent Sellers have obtained such operator’s approval for such access, which Sellers shall use reasonable efforts to obtain upon Buyer’s written request), to conduct field inspections for purposes of Buyer’s due diligence investigation of environmental matters relating to the Conveyed Properties (“Buyer’s Environmental Review”). In connection with the granting of such access, subject and except to Section 6.2(b)the extent caused by the gross negligence or willful misconduct of any member of the Seller Indemnified Parties, Buyer agrees that Buyer shall be liable to Seller Sellers and to the Company Group for any and all damage to the Conveyed Properties arising out of or relating to Buyer’s (or Buyer’s Representatives’) inspection and access to the Conveyed Properties. Buyer shall, and shall cause Buyer’s Representatives to, abide by SellerSellers’ and the Company Group’s (or any of its affiliatestheir respective Affiliates’) safety rules, regulations and operating policies of which they are informed while in writing prior to conducting Buyer’s Environmental Review. The scope of work comprising Buyer’s Environmental Review shall be limited to Phase 1 I Activities; provided, however, in the event that Buyer’s environmental consultant conducting the Phase I Activities unless reasonably concludes, based on upon the results of such the Phase 1 I Activities, an independent third party consultant (including the consultant engaged by Buyer to conduct Buyer’s Environmental Review) reasonably recommends that sampling or testing of environmental media or operation of equipment it is necessary to confirm that conduct a Phase II Environmental Assessment on certain Properties in order for Buyer to fully assess the environmental condition of the Properties, ascertain the existence of an Environmental Defect exists Defect, or to calculate the Environmental Defect Amount, and Buyer requests in writing may, with Sellers’ Representative’s prior written consent, such consent not to do sobe unreasonably withheld, conditioned, or delayed, conduct such Phase II Environmental Assessment as to those specific Properties. If Buyer requests authorization Sellers’ Representative denies such consent for any reason, all Properties subject to perform any sampling, testing or operation, Seller shall have the right, in its sole discretion, to reject Buyer’s request up to and within forty-eight (48) hours of receipt. However, if Seller rejects Buyer’s such request, Buyer shall have and all associated Properties, will be deemed uncured Environmental Defect Properties (such Properties are the right, in its sole discretion, to exclude “Environmental Review Defect Properties”) and the applicable Conveyed Property from the Conveyed Properties conveyed by Seller to Buyer at Closing in which case the Base Purchase Price shall will be reduced by the Allocated Value Values of all such Retained PropertyProperties. Buyer shall (i) consult with Seller Sellers’ Representative before conducting any work comprising Buyer’s Environmental Review, (ii) perform all such its work in conducting Buyer’s Environmental Review in a safe and workmanlike manner and so as to not unreasonably interfere with SellerSellers’ or the Company Group’s (or any of its affiliatestheir respective Affiliates’) operations, (iii) comply with all applicable Laws and customary industry practicesLaws, and (iv) reasonably promptly and completely (x) remove all equipment, tools or other property brought onto restore the Conveyed Properties to the condition such Properties existed in connection with prior to the Buyer’s Environmental Review and (y) restore the Conveyed Properties and repair any damage thereto resulting from Buyer’s Environmental Review. Seller Sellers and the Company Group shall have the right to have one or more representatives accompany Buyer at all times during Buyer’s Environmental Review, and Buyer shall give Seller Sellers’ Representative at least forty-eight (48) hours’ notice prior to any visits by it (or any Buyer Representatives) to the Conveyed start of its work on the Properties. Notwithstanding anything to the contrary in this Agreement, Buyer may not access, and may not conduct Buyer’s Environmental Review with respect to, any Conveyed Property where Seller or its affiliates do not have the authority to grant access for unless Sellers’ Representative waives such due diligence and review; provided, however, Seller will use commercially reasonable efforts to obtain permission from any necessary third party operator to allow Buyer and Buyer’s Representatives such access, it being understood by Buyer that the execution by Buyer or Buyer’s Representatives of a customary access agreement may be a condition of such accessrequirement. The Parties agree that all information discovered during Buyer’s Environmental Review shall be governed by the terms of the Seller Confidentiality AgreementAgreement (except to the extent such information is required to be provided under this Agreement (e.g., to an Arbitrator pursuant to ARTICLE XI)).
(b) BUYER SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS THE SELLER INDEMNIFIED PARTIES, FROM AND AGAINST ANY AND ALL LIABILITIES ARISING OUT OF, RESULTING FROM, BASED ON, ASSOCIATED WITH, OR RELATING TO, IN ANY WAY, THE ACCESS AFFORDED TO BUYER PURSUANT TO THIS ARTICLE VIV, REGARDLESS OF WHETHER SUCH LIABILITIES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE, CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY OF THE SELLER INDEMNIFIED PARTIES, EXCEPTING ONLY (i) LIABILITIES TO THE EXTENT RESULTING FROM THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY OF THE SELLER INDEMNIFIED PARTIES AND (ii) LIABILITIES FOR ENVIRONMENTAL CONDITIONS MERELY DISCOVERED AS A RESULT OF BUYER’S ENVIRONMENTAL REVIEW THAT WERE EXISTING PRIOR TO SUCH ACCESS, WHICH LIABILITIES SHALL BE ALLOCATED PURSUANT TO THE OTHER PROVISIONS OF THIS AGREEMENTPARTIES. THE FOREGOING INDEMNITY SHALL CONTINUE IN FULL FORCE AND EFFECT NOTWITHSTANDING ANY TERMINATION OF THIS AGREEMENT.
(c) From and after the Execution Date until the Closing, Buyer will maintain, at its sole cost and expense and with insurers reasonably satisfactory to Seller, policies of insurance of the types and in the amounts set forth on Schedule 6.2(c). Coverage under all insurance required to be carried by Buyer hereunder will (i) be primary insurance, (ii) list Seller Indemnified Parties as additional insureds, (iii) waive subrogation against Seller Indemnified Persons, and (iv) provide for thirty (30) days’ prior notice to Seller of cancellation or modification of the policy or reduction in coverage. Buyer will provide evidence of such insurance to Seller prior to entering upon the Conveyed Properties.
Appears in 1 contract
Samples: Stock Purchase and Sale Agreement (PDC Energy, Inc.)
Environmental Property Inspection. (a) From and after the Execution Date, until the Defect Deadline, Seller Sellers shall permit Buyer and Buyer’s Representatives, at Buyer’s sole risk, cost and expense, reasonable access to the Conveyed Properties operated by Seller Sellers, and to Properties operated by any third-party operator (or any of its affiliates) to the extent Sellers have obtained such operator’s approval for such access, which Sellers shall use reasonable efforts to obtain upon Buyer’s written request), to conduct field inspections for purposes of Buyer’s due diligence investigation of environmental matters relating to the Conveyed Properties (“Buyer’s Environmental Review”). In connection with the granting of such access, subject and except to Section 6.2(b)the extent caused by the gross negligence or willful misconduct of any member of the Seller Indemnified Parties, Buyer agrees that Buyer shall be liable to Seller Sellers for any and all damage to the Conveyed Properties arising out of or relating to Buyer’s (or Buyer’s Representatives’) inspection and access to the Conveyed Properties. Buyer shall, and shall cause Buyer’s Representatives to, abide by Seller’s Sellers’ (or any of its affiliatestheir respective Affiliates’) safety rules, regulations and operating policies of which they are informed while in writing prior to conducting Buyer’s Environmental Review. The scope of work comprising Buyer’s Environmental Review shall be limited to Phase 1 I Activities; provided, however, in the event that Buyer’s environmental consultant conducting the Phase I Activities unless reasonably concludes, based on upon the results of such Phase 1 I Activities, an independent third party consultant (including the consultant engaged by Buyer to conduct Buyer’s Environmental Review) reasonably recommends that sampling or testing of environmental media or operation of equipment it is necessary to confirm that conduct a Phase II Environmental Assessment on certain Properties in order for Buyer to fully assess the environmental condition of the Properties, ascertain the existence of an Environmental Defect exists Defect, or to calculate the Environmental Defect Amount, and Buyer requests in writing may, with Sellers’ Representative’s prior written consent, such consent not to do sobe unreasonably withheld, conditioned, or delayed, conduct such Phase II Environmental Assessment as to those specific Properties. If Buyer requests authorization Sellers’ Representative denies such consent for any reason, all Properties subject to perform any sampling, testing or operation, Seller shall have the right, in its sole discretion, to reject Buyer’s request up to and within forty-eight (48) hours of receipt. However, if Seller rejects Buyer’s such request, Buyer shall have and all associated Properties, will be deemed Excluded Properties (such Properties are the right, in its sole discretion, to exclude “Environmental Review Excluded Properties”) and the applicable Conveyed Property from the Conveyed Properties conveyed by Seller to Buyer at Closing in which case the Base Purchase Price shall will be reduced by the Allocated Value Values of all such Retained PropertyProperties. Buyer shall (i) consult with Seller Sellers’ Representative before conducting any work comprising Buyer’s Environmental Review, (ii) perform all such its work in conducting Buyer’s Environmental Review in a safe and workmanlike manner and so as to not unreasonably interfere with Seller’s Sellers’ or Sellers’ (or any of its affiliatestheir respective Affiliates’) operations, (iii) comply with all applicable Laws and customary industry practicesLaws, and (iv) reasonably promptly and completely (x) remove all equipment, tools or other property brought onto restore the Conveyed Properties to the condition such Properties existed in connection with prior to the Buyer’s Environmental Review and (y) restore the Conveyed Properties and repair any damage thereto resulting from Buyer’s Environmental Review. Seller Sellers shall have the right to have one or more representatives accompany Buyer at all times during Buyer’s Environmental Review, and Buyer shall give Seller Sellers’ Representative at least forty-eight (48) hours’ notice prior to any visits by it (or any Buyer Representatives) to the Conveyed start of its work on the Properties. Notwithstanding anything to the contrary in this Agreement, Buyer may not access, and may not conduct Buyer’s Environmental Review with respect to, any Conveyed Property where Seller or its affiliates do not have the authority to grant access for unless Sellers’ Representative waives such due diligence and review; provided, however, Seller will use commercially reasonable efforts to obtain permission from any necessary third party operator to allow Buyer and Buyer’s Representatives such access, it being understood by Buyer that the execution by Buyer or Buyer’s Representatives of a customary access agreement may be a condition of such accessrequirement. The Parties agree that all information discovered during Buyer’s Environmental Review shall be governed by the terms of the Seller Confidentiality AgreementAgreement (except to the extent such information is required to be provided under this Agreement (e.g., to an Arbitrator pursuant to ARTICLE XI)).
(b) BUYER SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS THE SELLER INDEMNIFIED PARTIES, FROM AND AGAINST ANY AND ALL LIABILITIES ARISING OUT OF, RESULTING FROM, BASED ON, ASSOCIATED WITH, OR RELATING TO, IN ANY WAY, THE ACCESS AFFORDED TO BUYER PURSUANT TO THIS ARTICLE VIV, REGARDLESS OF WHETHER SUCH LIABILITIES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE, CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY OF THE SELLER INDEMNIFIED PARTIES, EXCEPTING ONLY (i) LIABILITIES TO THE EXTENT RESULTING FROM THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY OF THE SELLER INDEMNIFIED PARTIES AND (ii) LIABILITIES FOR ENVIRONMENTAL CONDITIONS MERELY DISCOVERED AS A RESULT OF BUYER’S ENVIRONMENTAL REVIEW THAT WERE EXISTING PRIOR TO SUCH ACCESS, WHICH LIABILITIES SHALL BE ALLOCATED PURSUANT TO THE OTHER PROVISIONS OF THIS AGREEMENTPARTIES. THE FOREGOING INDEMNITY SHALL CONTINUE IN FULL FORCE AND EFFECT NOTWITHSTANDING ANY TERMINATION OF THIS AGREEMENT.
(c) From and after the Execution Date until the Closing, Buyer will maintain, at its sole cost and expense and with insurers reasonably satisfactory to Seller, policies of insurance of the types and in the amounts set forth on Schedule 6.2(c). Coverage under all insurance required to be carried by Buyer hereunder will (i) be primary insurance, (ii) list Seller Indemnified Parties as additional insureds, (iii) waive subrogation against Seller Indemnified Persons, and (iv) provide for thirty (30) days’ prior notice to Seller of cancellation or modification of the policy or reduction in coverage. Buyer will provide evidence of such insurance to Seller prior to entering upon the Conveyed Properties.
Appears in 1 contract
Samples: Asset Purchase and Sale Agreement (PDC Energy, Inc.)
Environmental Property Inspection. (a) From and after the Execution Date, until the Defect Deadline, Seller shall permit Buyer and Buyer’s Representatives, at Buyer’s sole risk, cost and expense, reasonable access to the Conveyed Properties operated by Seller (or any of its affiliates) to conduct field inspections for purposes of Buyer’s due diligence investigation of environmental matters relating to the Conveyed Properties (“Buyer’s Environmental Review”). In connection with the granting of such access, subject to Section 6.2(b), Buyer agrees that Buyer shall be liable to Seller for any and all damage to the Conveyed Properties arising out of or relating to Buyer’s (or Buyer’s Representatives’) inspection and access to the Conveyed Properties. Buyer shall, and shall cause Buyer’s Representatives to, abide by Seller’s (or any of its affiliates’) safety rules, regulations and operating policies of which they are informed while conducting Buyer’s Environmental Review. The scope of work comprising Buyer’s Environmental Review shall be limited to Phase 1 Activities unless based on the results of such “Phase 1 Activities”, an independent third party consultant (including which include a review of the consultant engaged records maintained by Buyer governmental authorities, a pre-inspection questionnaire, site visits to conduct Buyerperform a visual inspection and interviews with Seller’s Environmental Review) reasonably recommends that personnel having responsibility for environmental compliance matters with respect to the Properties, but do not include any sampling or testing of environmental media or operation of equipment is necessary to confirm that an Environmental Defect exists or to calculate the Environmental Defect Amount, and Buyer requests in writing to do so. If Buyer requests authorization to perform any sampling, testing or operation, Seller shall have the right, in its sole discretion, to reject Buyer’s request up to and within forty-eight (48) hours of receipt. However, if Seller rejects Buyer’s request, Buyer shall have the right, in its sole discretion, to exclude the applicable Conveyed Property from the Conveyed Properties conveyed by Seller to Buyer at Closing in which case the Purchase Price shall be reduced by the Allocated Value of such Retained Propertysimilar invasive activities. Buyer shall (i) consult with Seller before conducting any work comprising Buyer’s Environmental Review, (ii) perform all such work in a safe and workmanlike manner and so as to not unreasonably interfere with Seller’s (or any of its affiliates’) operations, and (iii) comply with all applicable Laws and customary industry practices, and promptly and completely (x) remove all equipment, tools or other property brought onto the Conveyed Properties in connection with Buyer’s Environmental Review and (y) restore the Conveyed Properties and repair any damage thereto resulting from Buyer’s Environmental Review. Seller shall have the right to have one or more representatives accompany Buyer at all times during Buyer’s Environmental Review, and Buyer shall give Seller at least forty-eight (48) hours’ notice prior to any visits by it (or any Buyer Representativesof its representatives) to the Conveyed Properties. Notwithstanding anything to the contrary in this Agreement, Buyer may not access, and may not conduct Buyer’s Environmental Review with respect to, any Conveyed Property where Seller or its affiliates do not have the authority to grant access for such due diligence and review; provided, however, Seller will use commercially reasonable efforts to obtain permission from any necessary third party operator to allow Buyer and Buyer’s Representatives such access, it being understood by Buyer that the execution by Buyer or Buyer’s Representatives of a customary access agreement may be a condition of such access. The Parties agree that all information discovered during Buyer’s Environmental Review shall be governed by the terms of the Confidentiality Agreement.
(b) BUYER SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS THE SELLER INDEMNIFIED PARTIES, FROM AND AGAINST ANY AND ALL LIABILITIES ARISING OUT OF, RESULTING FROM, BASED ON, ASSOCIATED WITH, OR RELATING TO, IN ANY WAY, THE ACCESS AFFORDED TO BUYER PURSUANT TO THIS ARTICLE VI, REGARDLESS OF WHETHER SUCH LIABILITIES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE, CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY OF THE SELLER INDEMNIFIED PARTIES, EXCEPTING ONLY (i) LIABILITIES TO THE EXTENT RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY OF THE SELLER INDEMNIFIED PARTIES AND (ii) LIABILITIES FOR ENVIRONMENTAL CONDITIONS MERELY DISCOVERED AS A RESULT OF BUYER’S ENVIRONMENTAL REVIEW THAT WERE EXISTING PRIOR TO SUCH ACCESS, WHICH LIABILITIES SHALL BE ALLOCATED PURSUANT TO THE OTHER PROVISIONS OF THIS AGREEMENT. THE FOREGOING INDEMNITY SHALL CONTINUE IN FULL FORCE AND EFFECT NOTWITHSTANDING ANY TERMINATION OF THIS AGREEMENT.
(c) From and after the Execution Date until the Closing, Buyer will maintain, at its sole cost and expense and with insurers reasonably satisfactory to Seller, policies of insurance of the types and in the amounts set forth on Schedule 6.2(c). Coverage under all insurance required to be carried by Buyer hereunder will (i) be primary insurance, (ii) list Seller Indemnified Parties as additional insureds, (iii) waive subrogation against Seller Indemnified Persons, and (iv) provide for thirty (30) days’ prior notice to Seller of cancellation or modification of the policy or reduction in coverage. Buyer will provide evidence of such insurance to Seller prior to entering upon the Conveyed Properties.
Appears in 1 contract
Environmental Property Inspection. (a) From and after the Execution Date, until the Environmental Defect Deadline, Seller the Company Parties shall permit Buyer Purchaser and BuyerPurchaser’s Representatives, at BuyerPurchaser’s sole risk, cost and expense, reasonable access to the Conveyed Properties Company Properties, including, subject to the terms of Section 6.1(b) above, any non-operated by Seller (or any of its affiliates) properties, to conduct field inspections for purposes of BuyerPurchaser’s due diligence investigation of environmental matters relating to the Conveyed Company Properties (“BuyerPurchaser’s Phase 1 Environmental Review”) but only to the extent that Company Parties may do so without violating any confidentiality or other obligations to any third Person and only to the extent that Company Parties have the authority to grant such access without breaching any obligation or restriction binding on the Company Parties (or any of their Affiliates). In connection with the granting of such access, subject to Section 6.2(b), Buyer Purchaser agrees that Buyer Purchaser shall be liable to Seller Sellers for any and all damage to the Conveyed Company Properties arising out of or relating to BuyerPurchaser’s (or BuyerPurchaser’s Representatives’) inspection and access to the Conveyed Company Properties. Buyer Purchaser shall, and shall cause BuyerPurchaser’s Representatives to, abide by Seller’s the Company Parties’ (or any of its affiliatestheir Affiliates’) implemented safety rules, regulations and operating policies of which they are informed while in conducting BuyerPurchaser’s Phase 1 Environmental Review. The scope of work comprising BuyerPurchaser’s Phase 1 Environmental Review shall be limited to Phase 1 I Activities unless based on the results of such Phase 1 Activities, an independent third party consultant (including the consultant engaged by Buyer to conduct Buyer’s Environmental Review) reasonably recommends that sampling or testing of environmental media or operation of equipment is necessary to confirm that an Environmental Defect exists or to calculate the Environmental Defect Amount, and Buyer requests in writing to do so. If Buyer requests authorization to perform shall not include any sampling, testing or operationother invasive activities (collectively, Seller “Invasive Activities”; hereinafter, Purchaser’s Phase 1 Environmental Review and any Invasive Activities performed shall have be collectively referred to as “Purchaser’s Environmental Review”) unless such Invasive Activities are recommended by Purchaser’s Phase 1 Environmental Review, Purchaser first provides Sellers written notice and a written schedule of the rightInvasive Activities planned to be conducted on the Company Properties, and Purchaser receives, in its sole discretionadvance, written approval from Sellers and any required third parties for performance of the Invasive Activities as proposed by Purchaser. In the event Sellers or a required third party do not consent to reject Buyer’s request up to and within forty-eight (48) hours of receipt. Howeverany Invasive Activities proposed by Purchaser, if Seller rejects Buyer’s request, Buyer Purchaser shall have the right, in its sole discretion, to exclude the applicable Conveyed Property from Company Properties affected thereby, and the Conveyed Properties conveyed by Seller to Buyer at Closing in which case the Cash Purchase Price shall be reduced at Closing by the Allocated Value of such Retained PropertyCompany Properties and such Company Properties shall be conveyed by the Company Parties to Sellers or their designee immediately prior to the Closing. Buyer Purchaser shall (i) consult with Seller Sellers before conducting any work comprising BuyerPurchaser’s Environmental Review, (ii) perform all such work in a safe and workmanlike manner and so as to not unreasonably interfere with Seller’s the Company Parties’ (or any of its affiliatestheir Affiliates’) normal operations, (iii) comply with all applicable Laws and customary industry practices, and (iv) promptly and completely (x) remove all equipment, tools or other property brought onto the Conveyed Properties in connection with Buyer’s Environmental Review and (y) restore the Conveyed Company Properties and repair to the approximate same condition any damage thereto resulting from BuyerPurchaser’s Environmental Review. Seller The Company Parties shall have the right to have one or more representatives accompany Buyer Purchaser at all times during BuyerPurchaser’s Environmental Review, and Buyer Purchaser shall give Seller the Company Parties at least forty-eight (48) hours’ notice prior to any visits by it (or any Buyer Purchaser’s Representatives) to the Conveyed Company Properties. Notwithstanding anything to the contrary in this Agreement, Buyer may not access, and may not conduct Buyer’s Environmental Review with respect to, any Conveyed Property where Seller or its affiliates do not have the authority to grant access for such due diligence and review; provided, however, Seller will use commercially reasonable efforts to obtain permission from any necessary third party operator to allow Buyer and Buyer’s Representatives such access, it being understood by Buyer that the execution by Buyer or Buyer’s Representatives of a customary access agreement may be a condition of such access. The Parties agree that all information discovered during BuyerPurchaser’s Environmental Review shall be governed by the terms of the Confidentiality Agreement.
(b) BUYER PURCHASER SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS THE SELLER INDEMNIFIED PARTIESSELLERS AND THEIR CURRENT AND FORMER AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, FROM AND AGAINST ANY AND ALL LIABILITIES ARISING OUT OF, RESULTING FROM, BASED ON, ASSOCIATED WITH, OR RELATING TO, IN ANY WAY, THE ACCESS AFFORDED TO BUYER PURCHASER PURSUANT TO THIS ARTICLE VI6, REGARDLESS OF WHETHER SUCH LIABILITIES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE, CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY OF THE SELLER INDEMNIFIED PARTIESOR COMPANY PARTIES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, EXCEPTING ONLY (i) LIABILITIES TO THE EXTENT RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY OF SELLER, THE SELLER INDEMNIFIED COMPANY PARTIES AND/OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND (ii) LIABILITIES FOR ENVIRONMENTAL CONDITIONS MERELY DISCOVERED AS A RESULT OF BUYER’S ENVIRONMENTAL REVIEW THAT WERE EXISTING PRIOR TO SUCH ACCESS, WHICH LIABILITIES SHALL BE ALLOCATED PURSUANT TO THE OTHER PROVISIONS OF THIS AGREEMENTAGENTS. THE FOREGOING INDEMNITY SHALL CONTINUE IN FULL FORCE AND EFFECT NOTWITHSTANDING ANY TERMINATION OF THIS AGREEMENT.
(c) From and after the Execution Date until the Closing, Buyer will maintain, at its sole cost and expense and with insurers reasonably satisfactory to Seller, policies of insurance of the types and in the amounts set forth on Schedule 6.2(c). Coverage under all insurance required to be carried by Buyer hereunder will (i) be primary insurance, (ii) list Seller Indemnified Parties as additional insureds, (iii) waive subrogation against Seller Indemnified Persons, and (iv) provide for thirty (30) days’ prior notice to Seller of cancellation or modification of the policy or reduction in coverage. Buyer will provide evidence of such insurance to Seller prior to entering upon the Conveyed Properties.
Appears in 1 contract
Samples: Purchase and Sale Agreement (EnCap Energy Capital Fund X, L.P.)
Environmental Property Inspection. (a) From and after the Execution Date, until the Defect Deadline, Seller shall permit Buyer and Buyer’s Representatives, at Buyer’s sole risk, cost and expense, reasonable access to the Conveyed Properties operated by Seller (or any of its affiliates) to conduct field inspections for purposes of Buyer’s due diligence investigation of environmental matters relating to the Conveyed Properties (“Buyer’s Environmental Review”). In connection with the granting of such access, subject to Section 6.2(b), Buyer agrees that Buyer shall be liable to Seller for any and all damage to the Conveyed Properties arising out of or relating to Buyer’s (or Buyer’s Representatives’) inspection and access to the Conveyed Properties. Buyer shall, and shall cause Buyer’s Representatives to, abide by Seller’s (or any of its affiliates’) safety rules, regulations and operating policies of which they are informed while conducting Buyer’s Environmental Review. The scope of work comprising Buyer’s Environmental Review shall be limited to Phase 1 Activities unless based on the results of such “Phase 1 Activities”, an independent third party consultant (including which include a review of the consultant engaged records maintained by Buyer governmental authorities, a pre-inspection questionnaire, site visits to conduct Buyerperform a visual inspection and interviews with Seller’s Environmental Review) reasonably recommends that personnel having responsibility for environmental compliance matters with respect to the Properties, but do not include any sampling or testing of environmental media or operation of equipment is necessary to confirm that an Environmental Defect exists or to calculate the Environmental Defect Amount, and Buyer requests in writing to do so. If Buyer requests authorization to perform any sampling, testing or operation, Seller shall have the right, in its sole discretion, to reject Buyer’s request up to and within forty-eight (48) hours of receipt. However, if Seller rejects Buyer’s request, Buyer shall have the right, in its sole discretion, to exclude the applicable Conveyed Property from the Conveyed Properties conveyed by Seller to Buyer at Closing in which case the Purchase Price shall be reduced by the Allocated Value of such Retained Propertysimilar invasive activities. Buyer shall (i) consult with Seller before conducting any work comprising Buyer’s Environmental Review, (ii) perform all such work in a safe and workmanlike manner and so as to not unreasonably interfere with Seller’s (or any of its affiliates’) operations, and (iii) comply with all applicable Laws laws, rules, regulations, and customary industry practices, and promptly and completely (x) remove all equipment, tools or other property brought onto the Conveyed Properties in connection with Buyer’s Environmental Review and (y) restore the Conveyed Properties and repair any damage thereto resulting from Buyer’s Environmental Review. Seller shall have the right to have one or more representatives accompany Buyer at all times during Buyer’s Environmental Review, and Buyer shall give Seller at least forty-eight (48) hours’ notice prior to any visits by it (or any Buyer Representativesof its representatives) to the Conveyed Properties. Notwithstanding anything to the contrary in this Agreement, Buyer may not access, and may not conduct Buyer’s Environmental Review with respect to, any Conveyed Property where Seller or its affiliates do not have the authority to grant access for such due diligence and review; provided, however, Seller will use commercially reasonable efforts to obtain permission from any necessary third party operator to allow Buyer and Buyer’s Representatives such access, it being understood by Buyer that the execution by Buyer or Buyer’s Representatives of a customary access agreement may be a condition of such access. The Parties agree that all information discovered during Buyer’s Environmental Review shall be governed by the terms of the Confidentiality Agreement.
(b) BUYER SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS THE SELLER INDEMNIFIED PARTIES, FROM AND AGAINST ANY AND ALL LIABILITIES ARISING OUT OF, RESULTING FROM, BASED ON, ASSOCIATED WITH, OR RELATING TO, IN ANY WAY, THE ACCESS AFFORDED TO BUYER PURSUANT TO THIS ARTICLE VI, REGARDLESS OF WHETHER SUCH LIABILITIES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE, CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY OF THE SELLER INDEMNIFIED PARTIES, EXCEPTING ONLY (i) LIABILITIES TO THE EXTENT RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY OF THE SELLER INDEMNIFIED PARTIES AND (ii) LIABILITIES FOR ENVIRONMENTAL CONDITIONS MERELY DISCOVERED AS A RESULT OF BUYER’S ENVIRONMENTAL REVIEW THAT WERE EXISTING PRIOR TO SUCH ACCESS, WHICH LIABILITIES SHALL BE ALLOCATED PURSUANT TO THE OTHER PROVISIONS OF THIS AGREEMENT. THE FOREGOING INDEMNITY SHALL CONTINUE IN FULL FORCE AND EFFECT NOTWITHSTANDING ANY TERMINATION OF THIS AGREEMENT.
(c) From and after the Execution Date until the Closing, Buyer will maintain, at its sole cost and expense and with insurers reasonably satisfactory to Seller, policies of insurance of the types and in the amounts set forth on Schedule 6.2(c). Coverage under all insurance required to be carried by Buyer hereunder will (i) be primary insurance, (ii) list Seller Indemnified Parties as additional insureds, (iii) waive subrogation against Seller Indemnified Persons, and (iv) provide for thirty (30) days’ prior notice to Seller of cancellation or modification of the policy or reduction in coverage. Buyer will provide evidence of such insurance to Seller prior to entering upon the Conveyed Properties.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Abraxas Petroleum Corp)
Environmental Property Inspection. (a) From and after the Execution Date, until 5:00 p.m. Central time on the fortieth (40th) day after the Execution Date (the “Defect Deadline”), Seller shall permit Buyer and Buyer’s Representatives, at Buyer’s sole risk, cost and expense, reasonable access to the Conveyed Properties operated by Seller (or any of its affiliatesAffiliates) to conduct field inspections for purposes of Buyer’s due diligence investigation of environmental matters relating to the Conveyed Properties (“Buyer’s Environmental Review”). In connection with the granting of such access, subject to Section 6.2(b), Buyer agrees that Buyer shall be liable to Seller for any and all damage to the Conveyed Properties arising out of or relating to Buyer’s (or Buyer’s Representatives’) inspection and access to the Conveyed Properties. Buyer shall, and shall cause Buyer’s Representatives to, abide by Seller’s (or any of its affiliatesAffiliates’) safety rules, regulations and operating policies of which they are informed while conducting Buyer’s Environmental Review. The scope of work comprising Buyer’s Environmental Review shall be limited to Phase 1 Activities unless based and such additional sampling and testing on Properties operated by Seller as may be recommended in writing by the results independent consultant performing the Phase 1 Activities on Buyer’s behalf and which are approved by Seller in writing (which approval shall not be unreasonably withheld, conditioned, or delayed), and if such independent consultant recommends in writing additional sampling and testing for Properties operated by Third Parties (and Seller approves in writing of such Phase 1 Activitiesadditional sampling and testing, an independent third party consultant (including which approval shall not be unreasonably withheld, conditioned, or delayed), then Seller shall cooperate with Buyer in seeking approval of such Third Party operators of the consultant engaged by Buyer Properties to conduct Buyer’s Environmental Review) reasonably recommends that such additional sampling or testing of environmental media or operation of equipment is necessary to confirm that an Environmental Defect exists or to calculate the Environmental Defect Amount, and Buyer requests in writing to do so. If Buyer requests authorization to perform any sampling, testing or operation, Seller shall have the right, in its sole discretion, to reject Buyer’s request up to and within forty-eight (48) hours of receipt. However, if Seller rejects Buyer’s request, Buyer shall have the right, in its sole discretion, to exclude the applicable Conveyed Property from the Conveyed Properties conveyed by Seller to Buyer at Closing in which case the Purchase Price shall be reduced by the Allocated Value of such Retained Propertytesting. Buyer shall (i) consult with Seller before conducting any work comprising Buyer’s Environmental Review, (ii) perform all such work in a safe and workmanlike manner and so as to not unreasonably interfere with Seller’s (or any of its affiliatesAffiliates’) operations, (iii) comply with all applicable Laws and customary industry practices, and promptly and completely (x) remove all equipment, tools or other property brought onto the Conveyed Properties in connection with Buyer’s Environmental Review and (y) restore the Conveyed Properties and repair any damage thereto resulting from Buyer’s Environmental Review. Seller shall have the right to have one or more representatives accompany Buyer at all times during Buyer’s Environmental Review, and Buyer shall give Seller at least forty-eight (48) hours’ notice prior to any visits by it (or any Buyer Buyer’s Representatives) to the Conveyed Properties. Notwithstanding anything to the contrary in this Agreement, Buyer may not access, and may not conduct Buyer’s Environmental Review with respect to, any Conveyed Property where Seller or its affiliates do not have the authority to grant access for such due diligence and review; provided, however, Seller will use commercially reasonable efforts to obtain permission from any necessary third party operator to allow Buyer and Buyer’s Representatives such access, it being understood by Buyer that the execution by Buyer or Buyer’s Representatives of a customary access agreement may be a condition of such access. The Parties agree that all information discovered during Buyer’s Environmental Review shall be governed by the terms of the Confidentiality Agreement.
(b) BUYER SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS THE SELLER INDEMNIFIED PARTIES, FROM AND AGAINST ANY AND ALL LIABILITIES ARISING OUT OF, RESULTING FROM, BASED ON, ASSOCIATED WITH, OR RELATING TO, IN ANY WAY, THE ACCESS AFFORDED TO BUYER PURSUANT TO THIS ARTICLE VI, REGARDLESS OF WHETHER SUCH LIABILITIES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE, CONCURRENT OR COMPARATIVE NEGLIGENCE, GROSS NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY OF THE SELLER INDEMNIFIED PARTIES, EXCEPTING ONLY (i) LIABILITIES TO THE EXTENT RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY OF THE SELLER INDEMNIFIED PARTIES AND (ii) LIABILITIES FOR ENVIRONMENTAL CONDITIONS MERELY DISCOVERED AS A RESULT OF BUYER’S ENVIRONMENTAL REVIEW THAT WERE EXISTING PRIOR TO SUCH ACCESS, WHICH LIABILITIES SHALL BE ALLOCATED PURSUANT TO THE OTHER PROVISIONS OF THIS AGREEMENTPARTIES. THE FOREGOING INDEMNITY SHALL CONTINUE IN FULL FORCE AND EFFECT NOTWITHSTANDING ANY TERMINATION OF THIS AGREEMENT.
(c) From and after the Execution Date until the Closing, Buyer will maintain, at its sole cost and expense and with insurers reasonably satisfactory to Seller, policies of insurance of the types and in the amounts set forth on Schedule 6.2(c). Coverage under all insurance required to be carried by Buyer hereunder will (i) be primary insurance, (ii) list Seller Indemnified Parties as additional insureds, (iii) waive subrogation against Seller Indemnified Persons, and (iv) provide for thirty (30) days’ prior notice to Seller of cancellation or modification of the policy or reduction in coverage. Buyer will provide evidence of such insurance to Seller prior to entering upon the Conveyed Properties.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Diamondback Energy, Inc.)
