Common use of Examination Period Clause in Contracts

Examination Period. Purchaser shall have ten (10) days after Purchaser’s receipt of the Title Commitment and Title Documents in which to review Title Commitment and Title Documents together and in conjunction with one another (the “Examination Period”). In the event any item on the Title Commitment is unsatisfactory to Purchaser for any reason, Purchaser shall have until the end of the Examination Period to deliver to Seller, in writing, such objections as Purchaser may have to anything contained or set forth therein, including, without limitation, Purchaser’s inability to obtain zoning, access, and contiguity title endorsements from the title company on terms acceptable to Purchaser, which endorsements Purchaser may elect to obtain as a condition precedent to Purchaser’s obligation to close at Purchaser’s expense. Any items shown on Title Commitment and Title Documents reviewed by Purchaser to which Purchaser does not object on or before the end of the Title Examination Period shall be deemed to be approved by Purchaser and shall be “Permitted Exceptions” (herein so called) for purposes of this Agreement. Seller shall use reasonable efforts to remedy or cure Purchaser’s objections during the ten (10) day period following Seller’s receipt thereof (the “Cure Period”). In the event Seller does not cure such objections prior to the expiration of the Cure Period, Purchaser shall have the right to terminate this Agreement by written notice to Seller within ten (10) days after the expiration of the Cure Period. In the event of such a termination by Purchaser, this Agreement shall be without any further force or effect. Notwithstanding the foregoing, neither (i) the standard preprinted exceptions set forth in the Title Commitment, nor (ii) any matters reflected on Schedule B of the Title Commitment as liens, mortgages, or assignment of rents, and items which are designated by the Title Company as matters to be satisfied prior to or simultaneously with the Closing, shall constitute Permitted Exceptions; rather all of the same shall be discharged and satisfied by Seller prior to or simultaneously with the Closing.

Examination Period. Purchaser shall have ten (10) days after Purchaser’s receipt of the Title Commitment and Title Documents in which to review Title Commitment and Title Documents together and in conjunction with one another (the “Examination Period”). In the event any item on the Title Commitment is unsatisfactory to Purchaser for any reason, Purchaser shall have until the end of the Examination Period to deliver to Seller, in writing, such objections as Purchaser may have to anything contained or set forth therein, including, without limitation, Purchaser’s inability to obtain zoning, access, and contiguity title endorsements from the title company on terms acceptable to Purchaser, which endorsements Purchaser may elect to obtain as a condition precedent to Purchaser’s obligation to close at Purchaser’s expense. Any items shown on Title Commitment and Title Documents reviewed by Purchaser to which Purchaser does not object on or before the end of the Title Examination Period shall be deemed to be approved by Purchaser and shall be “Permitted Exceptions” (herein so called) for purposes of this Agreement. Seller shall use reasonable efforts to remedy or cure Purchaser’s objections during the ten (10) day period following Seller’s receipt thereof (the “Cure Period”). In the event Seller does not cure such objections prior to the expiration of the Cure Period, Purchaser shall have the right to terminate this Agreement by written notice to Seller within ten (10) days after the expiration of the Cure Period. In the event of such a termination by Purchaser, this Agreement shall be without any further force or effect. Notwithstanding the foregoing, neither neither (i) the standard preprinted exceptions set forth in the Title Commitment, nor (ii) any matters reflected on Schedule B of the Title Commitment as liens, mortgages, or assignment of rents, and items which are designated by the Title Company as matters to be satisfied prior to or simultaneously with the Closing, shall constitute Permitted Exceptions; rather all of the same shall be discharged and satisfied by Seller prior to or simultaneously with the Closing.

Examination Period. Purchaser The Examination Period shall have ten (10) days after Purchaser’s receipt run from the date of the Title Commitment and Title Documents this Agreement until September 29, 2016 at 5:00 p.m., local time in which to review Title Commitment and Title Documents together and in conjunction with one another Midland, Texas (the “Examination Period”). In the event any item on the Title Commitment is unsatisfactory to Purchaser for any reason, Purchaser shall have until the end of During the Examination Period Period, Seller shall permit Buyer and/or its authorized representatives to deliver to examine, during normal business hours, in the offices of Seller, all abstracts of title, title opinions, title files, ownership maps, lease files, contract files, assignments, division orders and royalty accounting records pertaining to the Assets insofar as same may now be in writingexistence and in the possession of Seller or Seller’s Affiliates, subject to such objections restrictions on disclosure as Purchaser may have exist under confidentiality agreements or other agreements binding on Seller or such data. Such examination shall be upon reasonable notice and shall not unreasonably disrupt the personnel and operations of Seller or otherwise impede the efforts of Seller to anything contained or set forth therein, including, without limitation, Purchasercomply with Seller’s inability to obtain zoning, access, other obligations under this Agreement. Any such examination by Buyer shall be at Buyer’s sole cost and contiguity title endorsements from the title company on terms acceptable to Purchaser, which endorsements Purchaser may elect to obtain as a condition precedent to Purchaser’s obligation to close at Purchaser’s expense. Any items shown on Title Commitment and Title Documents reviewed by Purchaser All information made available to which Purchaser does not object on Buyer, whether disclosed pursuant to this Agreement or before the end of the Title Examination Period otherwise, shall be deemed to be approved maintained confidential by Purchaser Buyer as provided in the Confidentiality Agreement dated August 4, 2016, between Seller and shall be Buyer (the “Permitted Exceptions” (herein so called) for purposes Confidentiality Agreement”), the terms of which are incorporated into this Agreement by this reference and made a part of this Agreement. Seller ; provided that the Parties hereby agree to supplement and amend the Confidentiality Agreement to provide the following: “This Agreement shall use reasonable efforts to remedy terminate and be of no further force or cure Purchaser’s objections during effect upon the ten (10) day period following Seller’s receipt thereof (Closing as defined in the “Cure Period”). In Purchase and Sale Agreement between the event Seller parties; provided if the Closing does not cure such objections prior to the expiration of the Cure Period, Purchaser shall have the right to terminate this Agreement by written notice to Seller within ten (10) days after the expiration of the Cure Period. In the event of such a termination by Purchaser, occur this Agreement shall be without any further of no force or effect. Notwithstanding effect one year from the foregoingdate hereof; provided that, neither (i) without limiting the standard preprinted exceptions Recipient’s other obligations contained herein, the obligations set forth herein shall continue with respect to any Confidential Information not returned or destroyed in accordance with the provisions hereof”. Buyer shall use commercially-reasonable efforts to ensure that Buyer’s Representatives, as defined in the Title CommitmentConfidentiality Agreement, nor (ii) any matters reflected on Schedule B comply with the provisions of the Title Commitment as liens, mortgages, or assignment of rentsConfidentiality Agreement, and items which are designated shall be responsible for any disclosure or other breach of such provisions by any such Persons. Buyer shall not contact any of the Title Company as matters to be satisfied prior to customers or simultaneously suppliers of Seller or Seller’s working interest co-owners or operators, in connection with the Closingtransactions contemplated by this Agreement, whether in person or by telephone, mail or other means of communication, without the specific prior written consent of Seller, which consent shall constitute Permitted Exceptions; rather all of the same shall not be discharged and satisfied by Seller prior to or simultaneously with the Closingunreasonably withheld.

Examination Period. Purchaser shall have ten A. Commencing on the Effective Date and terminating hereof forty-five (1045) days after Purchaser’s receipt of the Title Commitment and Title Documents in which to review Title Commitment and Title Documents together and in conjunction with one another (the “thereafter*(the "Examination Period”"). In the event any item on the Title Commitment is unsatisfactory to Purchaser for any reason, Purchaser shall have until the end of the Examination Period to deliver to Seller, in writing, such objections as Purchaser may have to anything contained or set forth therein, including, without limitation, Purchaser’s inability to obtain zoning, access, Buyer and contiguity title endorsements from the title company on terms acceptable to Purchaser, which endorsements Purchaser may elect to obtain as a condition precedent to Purchaser’s obligation to close at Purchaser’s expense. Any items shown on Title Commitment and Title Documents reviewed by Purchaser to which Purchaser does not object on or before the end of the Title Examination Period shall be deemed to be approved by Purchaser and shall be “Permitted Exceptions” (herein so called) for purposes of this Agreement. Seller shall use reasonable efforts to remedy or cure Purchaser’s objections during the ten (10) day period following Seller’s receipt thereof (the “Cure Period”). In the event Seller does not cure such objections prior to the expiration of the Cure Period, Purchaser Buyer's agents shall have the right to terminate this Agreement by written notice to Seller within ten (10) days after undertake the expiration investigations set forth herein. B. Without limiting the generality of the Cure Period. In the event of such a termination by Purchaser, this Agreement shall be without any further force or effect. Notwithstanding the foregoing, neitherBuyer may perform or cause to be performed soil tests, __________________ *or such longer period as may be required to obtain the appraisal and the environmental inspections, radon, lead paint and asbestos investigations, environmental audits, surveying and engineering services, appraisals and to otherwise view and inspect the Project and all components thereof, any and all of Seller's financial and other records in connection therewith. Any such entry upon the Real Property shall be at Buyer's sole risk and expense and Buyer shall indemnify and hold Seller harmless from any such entry, and of and from any and all costs, expenses, loss, damage, claim or liability, arising out of or incurred or claimed in connection with the exercise by Buyer of such right of entry, and any such entry shall be performed in such a manner so as to minimize damage to the Real Property. This indemnity shall survive recision. C. Seller also hereby expressly grants Buyer permission to investigate and to examine any and all governmental records and to conduct interviews with any and all relevant governmental and regulatory authorities with respect to the use and ownership of the Project, all of which examinations and inspections shall be undertaken at the sole cost and expense of Buyer. D. Immediately upon the execution hereof, _______________________________________________________________________________ audit Seller shall make available to Buyer for inspection or copying: any and all zoning and platting information; all site plans and the like; any soil tests; any existing title insurance policies and commitments; the"Land Sales Contract" hereinafter described and all documents and correspondence in connection therewith; the "Existing Ground Lease" hereinafter described and all documents and correspondence in connection therewith; all governmental approvals, permits and licenses (ithe "Licenses"); any existing surveys, together with as-built plans and specifications; all construction contracts and records; sales tax returns for the last twelve (12) months; real estate tax bills; all architectural and construction contracts; existing insurance policies; all Project agreements and any correspondence in connection therewith; all appraisals, marketing studies and the standard preprinted exceptions like; all management and service contracts; all operating and expense reports prepared by or for Seller; all books and records of Seller or Seller's agents concerning the Project and any other documents concerning the Project reasonably requested by Buyer and which are in the possession or control of Seller or its agents. E. Buyer may rescind this transaction for any material adverse matter (as determined by Buyer) discovered during such Examination Period that is not set forth in the Title Commitmentrepresentations and warranties contained in Section 9 hereof. In such event, nor (ii) any matters reflected on Schedule B of the Title Commitment each party shall take all steps necessary to rescind this transaction as liens, mortgages, or assignment of rents, and items which are designated by the Title Company as matters to be satisfied prior to or simultaneously with the Closing, shall constitute Permitted Exceptions; rather all of the same shall be discharged and satisfied by Seller prior to or simultaneously with the Closingprovided in Section 4.H. hereof.

Examination Period. Purchaser The Examination Period shall have ten (10) days after Purchaser’s receipt run from the date of the Title Commitment and Title Documents in which to review Title Commitment and Title Documents together and in conjunction with one another this Agreement until March 18, 2019 at 4:00 pm, Central Time (the “Examination Period”). In the event any item on the Title Commitment is unsatisfactory to Purchaser for any reason, Purchaser shall have until the end of During the Examination Period Period, Sellers shall permit Buyer and/or its authorized representatives to deliver to Sellerexamine, during normal business hours, in writingthe offices of Sellers, all abstracts of title, title opinions, title files, ownership maps, lease files, contract files, assignments, division orders and royalty accounting records pertaining to the Assets insofar as same may now be in existence and in the possession of Sellers or Sellers’ Affiliates, subject to such objections restrictions on disclosure as Purchaser may have exist under confidentiality agreements or other agreements binding on Sellers or such data. Such examination shall be upon reasonable notice and shall not unreasonably disrupt the personnel and operations of Sellers or otherwise impede the efforts of Sellers to anything contained or set forth therein, including, without limitation, Purchasercomply with Sellers’ other obligations under this Agreement. Any such examination by Buyer shall be at Buyer’s inability to obtain zoning, access, sole cost and contiguity title endorsements from the title company on terms acceptable to Purchaser, which endorsements Purchaser may elect to obtain as a condition precedent to Purchaser’s obligation to close at Purchaser’s expense. Any items shown on Title Commitment and Title Documents reviewed by Purchaser All information made available to which Purchaser does not object on Buyer, whether disclosed pursuant to this Agreement or before the end of the Title Examination Period otherwise, shall be deemed to be approved maintained confidential by Purchaser Buyer as provided in the Non-Disclosure Agreement dated August 14, 2018, between Sellers’ affiliated operating company and shall be Buyer (the “Permitted Exceptions” (herein so called) for purposes Confidentiality Agreement”), the terms of which are incorporated into this Agreement by this reference and made a part of this Agreement. Seller Buyer shall use take whatever reasonable efforts steps as may be necessary to remedy or cure Purchaserensure that Buyer’s objections during Affiliates, employees, consultants, representatives and agents comply with the ten (10) day period following Seller’s receipt thereof (the “Cure Period”). In the event Seller does not cure such objections prior to the expiration provisions of the Cure PeriodConfidentiality Agreement, Purchaser and shall have the right to terminate this Agreement be responsible for any disclosure or other breach of such provisions by written notice to Seller within ten (10) days after the expiration any such Persons. Buyer shall not contact any of the Cure Period. In the event customers or suppliers of such a termination by PurchaserSellers or Sellers’ working interest co-owners or operators, this Agreement shall be without any further force or effect. Notwithstanding the foregoing, neither (i) the standard preprinted exceptions set forth in the Title Commitment, nor (ii) any matters reflected on Schedule B of the Title Commitment as liens, mortgages, or assignment of rents, and items which are designated by the Title Company as matters to be satisfied prior to or simultaneously connection with the Closingtransactions contemplated by this Agreement, whether in person or by telephone, mail or other means of communication, without the specific prior written consent of Sellers, which consent may be withheld at Sellers’ sole discretion. The confidentiality and other obligations in this Section 4.01 shall constitute Permitted Exceptions; rather all survive termination of the same shall be discharged and satisfied by Seller prior to or simultaneously with the Closingthis Agreement.

Examination Period. Purchaser The Examination Period shall have ten (10) days after Purchaser’s receipt run from the date of the Title Commitment and Title Documents in which to review Title Commitment and Title Documents together and in conjunction with one another this Agreement until March 18, 2019 at 4:00 pm, Central Time (the “Examination Period”). In the event any item on the Title Commitment is unsatisfactory to Purchaser for any reason, Purchaser shall have until the end of During the Examination Period Period, Seller shall permit Buyer and/or its authorized representatives to deliver to examine, during normal business hours, in the offices of Seller, all abstracts of title, title opinions, title files, ownership maps, lease files, contract files, assignments, division orders and royalty accounting records pertaining to the Assets insofar as same may now be in writingexistence and in the possession of Seller or Seller’s Affiliates, subject to such objections restrictions on disclosure as Purchaser may have exist under confidentiality agreements or other agreements binding on Seller or such data. Such examination shall be upon reasonable notice and shall not unreasonably disrupt the personnel and operations of Seller or otherwise impede the efforts of Seller to anything contained or set forth therein, including, without limitation, Purchasercomply with Seller’s inability to obtain zoning, access, other obligations under this Agreement. Any such examination by Buyer shall be at Buyer’s sole cost and contiguity title endorsements from the title company on terms acceptable to Purchaser, which endorsements Purchaser may elect to obtain as a condition precedent to Purchaser’s obligation to close at Purchaser’s expense. Any items shown on Title Commitment and Title Documents reviewed by Purchaser All information made available to which Purchaser does not object on Buyer, whether disclosed pursuant to this Agreement or before the end of the Title Examination Period otherwise, shall be deemed to be approved maintained confidential by Purchaser Buyer as provided in the Non-Disclosure Agreement dated August 14, 2018, between Seller, Buyer and shall be one of Buyer’s Affiliates (the “Permitted Exceptions” (herein so called) for purposes Confidentiality Agreement”), the terms of which are incorporated into this Agreement by this reference and made a part of this Agreement. Buyer shall take whatever reasonable steps as may be necessary to ensure that Buyer’s Affiliates, employees, consultants, representatives and agents comply with the provisions of the Confidentiality Agreement, and shall be responsible for any disclosure or other breach of such provisions by any such Persons. Buyer shall not contact any of the customers or suppliers of Seller shall use reasonable efforts to remedy or cure Purchaser’s objections during the ten (10) day period following Seller’s receipt thereof (the “Cure Period”). In the event Seller does not cure such objections prior to the expiration of the Cure Periodworking interest co-owners or operators, Purchaser shall have the right to terminate this Agreement by written notice to Seller within ten (10) days after the expiration of the Cure Period. In the event of such a termination by Purchaser, this Agreement shall be without any further force or effect. Notwithstanding the foregoing, neither (i) the standard preprinted exceptions set forth in the Title Commitment, nor (ii) any matters reflected on Schedule B of the Title Commitment as liens, mortgages, or assignment of rents, and items which are designated by the Title Company as matters to be satisfied prior to or simultaneously connection with the Closingtransactions contemplated by this Agreement, whether in person or by telephone, mail or other means of communication, without the specific prior written consent of Seller, which consent may be withheld at Seller’s sole discretion. The confidentiality and other obligations in this Section 4.01 shall constitute Permitted Exceptions; rather all survive termination of the same shall be discharged and satisfied by Seller prior to or simultaneously with the Closingthis Agreement.

Examination Period. Purchaser The Examination Period shall have ten (10) days after Purchaser’s receipt run from the date of the Title Commitment and Title Documents this Agreement until December 17, 2010 at Noon, local time in which to review Title Commitment and Title Documents together and in conjunction with one another Midland, Texas (the “Examination Period”). In the event any item on the Title Commitment is unsatisfactory to Purchaser for any reason, Purchaser shall have until the end of During the Examination Period Period, Seller shall permit Buyer and/or its authorized representatives to deliver to examine, during normal business hours, in the offices of Seller, all abstracts of title, title opinions, title files, ownership maps, lease files, contract files, assignments, division orders and royalty accounting records pertaining to the Assets insofar as same may now be in writingexistence and in the possession of Seller or its Affiliates, subject to such objections restrictions on disclosure as Purchaser may have exist under confidentiality agreements or other agreements binding on Seller or such data. Such examination shall be upon reasonable notice and shall not unreasonably disrupt the personnel and operations of Seller or otherwise impede the efforts of Seller to anything contained or set forth therein, including, without limitation, Purchasercomply with its other obligations under this Agreement. Any such examination by Buyer shall be at Buyer’s inability to obtain zoning, access, sole cost and contiguity title endorsements from the title company on terms acceptable to Purchaser, which endorsements Purchaser may elect to obtain as a condition precedent to Purchaser’s obligation to close at Purchaser’s expense. Any items shown on Title Commitment and Title Documents reviewed by Purchaser All information made available to which Purchaser does not object on Buyer, whether disclosed pursuant to this Agreement or before the end of the Title Examination Period otherwise, shall be deemed to be approved maintained confidential by Purchaser Xxxxx as provided in the Confidentiality Agreement dated September 27, 2010, between Seller and shall be Buyer (the “Permitted Exceptions” (herein so called) for purposes Confidentiality Agreement”), the terms of which are incorporated into this Agreement by this reference and made a part of this Agreement. Buyer shall take whatever reasonable steps as may be necessary to ensure that Buyer’s employees, consultants, representatives and agents comply with the provisions of the Confidentiality Agreement, and shall be responsible for any disclosure or other breach of such provisions by any such Persons. Buyer shall not contact any of the customers or suppliers of Seller shall use reasonable efforts to remedy or cure Purchaser’s objections during the ten (10) day period following Seller’s receipt thereof (the “Cure Period”). In the event Seller does not cure such objections prior to the expiration of the Cure Periodworking interest co-owners or operators, Purchaser shall have the right to terminate this Agreement by written notice to Seller within ten (10) days after the expiration of the Cure Period. In the event of such a termination by Purchaser, this Agreement shall be without any further force or effect. Notwithstanding the foregoing, neither (i) the standard preprinted exceptions set forth in the Title Commitment, nor (ii) any matters reflected on Schedule B of the Title Commitment as liens, mortgages, or assignment of rents, and items which are designated by the Title Company as matters to be satisfied prior to or simultaneously connection with the Closingtransactions contemplated by this Agreement, shall constitute Permitted Exceptions; rather all whether in person or by telephone, mail or other means of communication, without the same shall specific prior written consent of Seller, which consent may be discharged withheld at Seller’s sole discretion. For the purpose of this Agreement, the term “Business Day” means any calendar day excluding Saturdays, Sundays and satisfied by Seller prior to or simultaneously with the Closingother days on which national banks are closed for business in Midland, Texas.

Examination Period. Purchaser Buyer’s due diligence examination shall have ten (10) days after Purchaser’s receipt of run from the Title Commitment and Title Documents Execution Date until December 15, 2015 at 5:00 p.m., local time in which to review Title Commitment and Title Documents together and in conjunction with one another Denver, Colorado (the “Examination Period”). In the event any item on the Title Commitment is unsatisfactory to Purchaser for any reason, Purchaser shall have until the end of During the Examination Period Period, Seller shall permit Buyer or its authorized representatives to deliver to examine, during normal business hours, in the offices of Seller, the Records and all abstracts of title, title opinions, title files, ownership maps, lease files, contract files, assignments, division orders and royalty accounting records pertaining to the Assets insofar as same may be in writingexistence and in the possession of Seller or its Affiliates, subject to such objections restrictions on disclosure by Third Parties as Purchaser may have to anything contained exist under confidentiality agreements or set forth therein, including, without limitation, Purchaser’s inability other agreements binding on Seller or such data (Seller will use its commercially reasonable efforts to obtain zoninga waiver of any such restrictions from Third Parties, accessprovided however, Seller shall not be required to incur any cost, expense or other obligation in connection with obtaining such waiver). Such examination shall be upon reasonable notice and contiguity title endorsements from shall not unreasonably disrupt the title company on terms acceptable personnel and operations of Seller or otherwise materially interfere with the efforts of Seller to Purchaser, which endorsements Purchaser may elect to obtain as a condition precedent to Purchasercomply with its other obligations under this Agreement. Any such examination by Buyer shall be at Buyer’s obligation to close at Purchaser’s sole cost and expense. Any items shown on Title Commitment and Title Documents reviewed by Purchaser All information made available to which Purchaser does not object on Buyer, whether disclosed pursuant to this Agreement or before the end of the Title Examination Period otherwise, shall be deemed to be approved maintained confidential by Purchaser Buyer as provided in the Confidentiality Agreement dated October 7, 2015, between Resolute Energy Corporation and shall be Independence Resources Management, LLC (the “Permitted Exceptions” (herein so called) for purposes Confidentiality Agreement”), the terms of which are incorporated into this Agreement by this reference and made a part of this Agreement. To the extent provided in the Confidentiality Agreement, Buyer shall take whatever reasonable steps as may be necessary to ensure that Buyer’s employees, consultants, representatives and agents comply with the provisions of the Confidentiality Agreement, and Buyer shall be responsible for any disclosure or other breach of such provisions by any such Persons. Buyer shall not contact any of the customers or suppliers of Seller shall use reasonable efforts to remedy or cure Purchaser’s objections during the ten (10) day period following Seller’s receipt thereof (the “Cure Period”). In the event Seller does not cure such objections prior to the expiration of the Cure Periodworking interest co-owners or operators, Purchaser shall have the right to terminate this Agreement by written notice to Seller within ten (10) days after the expiration of the Cure Period. In the event of such a termination by Purchaser, this Agreement shall be without any further force or effect. Notwithstanding the foregoing, neither (i) the standard preprinted exceptions set forth in the Title Commitment, nor (ii) any matters reflected on Schedule B of the Title Commitment as liens, mortgages, or assignment of rents, and items which are designated by the Title Company as matters to be satisfied prior to or simultaneously connection with the Closingtransactions contemplated by this Agreement, shall constitute Permitted Exceptions; rather all whether in person or by telephone, mail or other means of communication, without the same shall specific prior written consent of Seller, which consent may be discharged withheld at Seller’s sole discretion. For the purpose of this Agreement, the term “Business Day” means any calendar day excluding Saturdays, Sundays and satisfied by Seller prior to or simultaneously with the Closingother days on which national banks are closed for business in Denver, Colorado.

Examination Period. Purchaser shall have ten (10a) days after Purchaser’s receipt of During the Title Commitment and Title Documents in which to review Title Commitment and Title Documents together and in conjunction with one another (the “Examination Period”). In the event any item on the Title Commitment is unsatisfactory to Purchaser for any reason, Purchaser shall have until the end of the Examination Period to deliver to SellerBuyer, in writing, such objections as Purchaser may have to anything contained or set forth therein, including, without limitation, Purchaser’s inability to obtain zoning, access, and contiguity title endorsements from the title company on terms acceptable to Purchaser, which endorsements Purchaser may elect to obtain as a condition precedent to Purchaser’s obligation to close at Purchaser’s expense. Any items shown on Title Commitment and Title Documents reviewed by Purchaser to which Purchaser does not object on or before the end of the Title Examination Period shall be deemed to be approved by Purchaser and shall be “Permitted Exceptions” (herein so called) for purposes of this Agreement. Seller shall use reasonable efforts to remedy or cure Purchaser’s objections during the ten (10) day period following Seller’s receipt thereof (the “Cure Period”). In the event Seller does not cure such objections prior to the expiration of the Cure Period, Purchaser its agents and/or representatives shall have the right to terminate enter upon the Real Property for the purpose of inspecting, examining, performing tests and surveying the Real Property to determine if the Property is suitable to Buyer, all of which inspections and investigations shall be undertaken at Buyer's sole cost and expense. After completing its inspection of the Real Property, Buyer shall, at its sole cost and expense, repair any damage it has caused to the Real Property. Buyer agrees to hold Seller harmless from any damages resulting from the acts of Buyer, its agents or representatives in exercising its rights under this Agreement by written Section 7. All inspections shall be conducted during normal business hours with no less than twenty four (24) hours prior notice to Seller within ten (10) days after the expiration Seller, and Buyer shall coordinate any on-site inspections of the Cure PeriodProperty with Seller so that Seller may have a representative present at all times desired by Seller. In All inspections of the event of Real Property shall be conducted in such a termination by Purchasermanner as to reasonably avoid any interference with any business operations on the Real Property. Notwithstanding anything to the contrary herein, in no event whatsoever shall Buyer perform any invasive testing without the prior written consent of Seller, which may be given or withheld in Seller's sole discretion (provided, however, in no event shall a Phase I environmental test be considered invasive for the purposes of this Agreement shall be without any further force or effectAgreement). Notwithstanding the foregoing, neither (i) to the standard preprinted exceptions set forth extent that Buyer’s Phase I environmental report recommends that a Phase II test be performed, Seller shall permit same subject to the foregoing restrictions. All information obtained by Buyer during the Examination Period and thereafter until Closing shall be kept confidential except for disclosures to such professionals and mortgage lenders as may be required in the Title Commitment, nor (ii) any matters reflected on Schedule B connection with Buyer's investigation and acquisition of the Title Commitment Real Property or as liensotherwise required by law. If Buyer elects to terminate this Agreement as expressly permitted in this Agreement, mortgages, or assignment then it shall deliver to Seller copies of rents, all inspection reports pertaining to the Property. Buyer’s obligations to restore the Real Property and items which are designated by the Title Company as matters to be satisfied prior to or simultaneously with the Closing, indemnify Seller under this Section 7 shall constitute Permitted Exceptions; rather all survive any termination of the same shall be discharged and satisfied by Seller prior to or simultaneously with the Closingthis Agreement.

Examination Period. Purchaser (a) The Examination Period shall have ten (10) days after Purchaser’s receipt run from the date of the Title Commitment and Title Documents this Agreement until October 21, 2011 at Noon, local time in which to review Title Commitment and Title Documents together and in conjunction with one another Midland, Texas (the “Examination Period”). In During the event any item on the Title Commitment is unsatisfactory Examination Period, Seller shall permit Buyer and/or its authorized representatives to Purchaser for any reason, Purchaser shall have until the end conduct a due diligence investigation of the Assets, including to examine, during normal business hours, in the offices of Seller, all abstracts of title, title opinions, title files, ownership maps, lease files, contract files, assignments, division orders and royalty accounting records, and any geophysical data, interpretations and information pertaining to the Assets insofar as same may now be in existence (the “Examination”). During the Examination Period to deliver Period, Seller shall provide Buyer with access to Seller’s and its Affiliates’ employees, in writingagents, such objections as Purchaser may have consultants and contractors whose work responsibilities cover or relate to anything contained or set forth therein, including, without limitation, Purchaser’s inability to obtain zoning, accessthe Assets, and contiguity title endorsements from shall instruct such employees, agents, consultants and contractors to cooperate fully with Buyer in its Examination and to answer Buyer’s inquiries in a truthful and complete manner. Notwithstanding the title company on terms acceptable to Purchaser, which endorsements Purchaser may elect to obtain as a condition precedent to Purchaserforegoing: (i) Seller’s obligation to close at Purchaser’s expense. Any items shown on Title Commitment and Title Documents reviewed provide access to Buyer with respect to Assets operated by Purchaser to which Purchaser does not object on or before the end of the Title Examination Period Third Parties shall be deemed to be approved satisfied by Purchaser and shall be “Permitted Exceptions” (herein so called) for purposes of this Agreement. Seller shall use using reasonable efforts to remedy obtain permission for Buyer or cure Purchaser’s objections during its representatives to gain such access; and (ii) in the ten (10) day period following event that Seller is prohibited under an agreement currently binding on Seller to provide Buyer access to an Asset, Seller’s receipt thereof (the “Cure Period”)obligation to provide Buyer access with respect to such Asset shall be deemed satisfied by Seller using reasonable efforts to obtain permission for Buyer or its representatives to gain such access. In the event Seller does not cure such objections prior that Buyer is denied the ability to conduct due diligence with respect to any Asset under the expiration of the Cure Period, Purchaser shall have the right to terminate this Agreement by written notice to Seller within ten (10) days after the expiration of the Cure Period. In the event of such a termination by Purchaser, this Agreement shall be without any further force or effect. Notwithstanding the foregoing, neither foregoing clauses (i) the standard preprinted exceptions set forth in the Title Commitment, nor and (ii) despite Seller having used the requisite reasonable efforts to gain Buyer access, then Buyer may elect to have Seller retain the entirety of any matters reflected on Schedule B of the Title Commitment as liens, mortgages, or assignment of rents, and items which are designated by the Title Company as matters to be satisfied prior to or simultaneously with such Asset at the Closing, in which event the Unadjusted Purchase Price shall constitute Permitted Exceptions; rather all be reduced by an amount equal to the Allocated Value of the same Asset. (b) The Examination shall be discharged upon reasonable notice and satisfied shall not unreasonably disrupt the personnel and operations of Seller or otherwise impede the efforts of Seller to comply with its other obligations under this Agreement. Any such examination by Seller prior to or simultaneously with Buyer shall be at Buyer’s sole cost and expense. For the Closingpurpose of this Agreement, the term “Business Day” means any calendar day excluding Saturdays, Sundays and other days on which national banks are closed for business in Midland, Texas.

Examination Period. Purchaser The Examination Period shall have ten (10) days after Purchaser’s receipt run from the date of the Title Commitment and Title Documents this Agreement until December 17, 2010 at Noon, local time in which to review Title Commitment and Title Documents together and in conjunction with one another Midland, Texas (the “Examination Period”). In the event any item on the Title Commitment is unsatisfactory to Purchaser for any reason, Purchaser shall have until the end of During the Examination Period Period, Seller shall permit Buyer and/or its authorized representatives to deliver to examine, during normal business hours, in the offices of Seller, all abstracts of title, title opinions, title files, ownership maps, lease files, contract files, assignments, division orders and royalty accounting records pertaining to the Assets insofar as same may now be in writingexistence and in the possession of Seller or its Affiliates, subject to such objections restrictions on disclosure as Purchaser may have exist under confidentiality agreements or other agreements binding on Seller or such data. Such examination shall be upon reasonable notice and shall not unreasonably disrupt the personnel and operations of Seller or otherwise impede the efforts of Seller to anything contained or set forth therein, including, without limitation, Purchasercomply with its other obligations under this Agreement. Any such examination by Buyer shall be at Buyer’s inability to obtain zoning, access, sole cost and contiguity title endorsements from the title company on terms acceptable to Purchaser, which endorsements Purchaser may elect to obtain as a condition precedent to Purchaser’s obligation to close at Purchaser’s expense. Any items shown on Title Commitment and Title Documents reviewed by Purchaser All information made available to which Purchaser does not object on Buyer, whether disclosed pursuant to this Agreement or before the end of the Title Examination Period otherwise, shall be deemed to be approved maintained confidential by Purchaser Buyer as provided in the Confidentiality Agreement dated September 27, 2010, between Seller and shall be Buyer (the “Permitted Exceptions” (herein so called) for purposes Confidentiality Agreement”), the terms of which are incorporated into this Agreement by this reference and made a part of this Agreement. Buyer shall take whatever reasonable steps as may be necessary to ensure that Buyer’s employees, consultants, representatives and agents comply with the provisions of the Confidentiality Agreement, and shall be responsible for any disclosure or other breach of such provisions by any such Persons. Buyer shall not contact any of the customers or suppliers of Seller shall use reasonable efforts to remedy or cure Purchaser’s objections during the ten (10) day period following Seller’s receipt thereof (the “Cure Period”). In the event Seller does not cure such objections prior to the expiration of the Cure Periodworking interest co-owners or operators, Purchaser shall have the right to terminate this Agreement by written notice to Seller within ten (10) days after the expiration of the Cure Period. In the event of such a termination by Purchaser, this Agreement shall be without any further force or effect. Notwithstanding the foregoing, neither (i) the standard preprinted exceptions set forth in the Title Commitment, nor (ii) any matters reflected on Schedule B of the Title Commitment as liens, mortgages, or assignment of rents, and items which are designated by the Title Company as matters to be satisfied prior to or simultaneously connection with the Closingtransactions contemplated by this Agreement, shall constitute Permitted Exceptions; rather all whether in person or by telephone, mail or other means of communication, without the same shall specific prior written consent of Seller, which consent may be discharged withheld at Seller’s sole discretion. For the purpose of this Agreement, the term “Business Day” means any calendar day excluding Saturdays, Sundays and satisfied by Seller prior to or simultaneously with the Closingother days on which national banks are closed for business in Midland, Texas.

Examination Period. Purchaser (a) The Examination Period shall have ten (10) days after Purchaser’s receipt run from the date of the Title Commitment and Title Documents this Agreement until October 21, 2011 at Noon, local time in which to review Title Commitment and Title Documents together and in conjunction with one another Midland, Texas (the “Examination Period”). In During the event any item on the Title Commitment is unsatisfactory Examination Period, Seller shall permit Buyer and/or its authorized representatives to Purchaser for any reason, Purchaser shall have until the end conduct a due diligence investigation of the Assets, including to examine, during normal business hours, in the offices of Seller, all abstracts of title, title opinions, title files, ownership maps, lease files, contract files, assignments, division orders and royalty accounting records, and any geophysical data, interpretations and information pertaining to the Assets insofar as same may now be in existence (the “Examination”). During the Examination Period to deliver Period, Seller shall provide Buyer with access to Seller’s and its Affiliates’ employees, in writingagents, such objections as Purchaser may have consultants and contractors whose work responsibilities cover or relate to anything contained or set forth therein, including, without limitation, Purchaser’s inability to obtain zoning, accessthe Assets, and contiguity title endorsements from shall instruct such employees, agents, consultants and contractors to cooperate fully with Buyer in its Examination and to answer Buyer’s inquiries in a truthful and complete manner. Notwithstanding the title company on terms acceptable to Purchaser, which endorsements Purchaser may elect to obtain as a condition precedent to Purchaserforegoing: (i) Seller’s obligation to close at Purchaser’s expense. Any items shown on Title Commitment and Title Documents reviewed provide access to Buyer with respect to Assets operated by Purchaser to which Purchaser does not object on or before the end of the Title Examination Period Third Parties shall be deemed to be approved satisfied by Purchaser and shall be “Permitted Exceptions” (herein so called) for purposes of this Agreement. Seller shall use using reasonable efforts to remedy obtain permission for Buyer or cure Purchaser’s objections during its representatives to gain such access; and (ii) in the ten (10) day period following event that Seller is prohibited under an agreement currently binding on Seller to provide Buyer access to an Asset, Seller’s receipt thereof (the “Cure Period”)obligation to provide Buyer access with respect to such Asset shall be deemed satisfied by Seller using reasonable efforts to obtain permission for Buyer or its representatives to gain such access. In the event Seller does not cure such objections prior that Buyer is denied the ability to conduct due diligence with respect to any Asset under the expiration of the Cure Period, Purchaser shall have the right to terminate this Agreement by written notice to Seller within ten (10) days after the expiration of the Cure Period. In the event of such a termination by Purchaser, this Agreement shall be without any further force or effect. Notwithstanding the foregoing, neither foregoing clauses (i) the standard preprinted exceptions set forth in the Title Commitment, nor and (ii) despite Seller having used the requisite reasonable efforts to gain Buyer access, then Buyer may elect to have Seller retain the entirety of any matters reflected on Schedule B of the Title Commitment as liens, mortgages, or assignment of rents, and items which are designated by the Title Company as matters to be satisfied prior to or simultaneously with such Asset at the Closing, in which event the Unadjusted Purchase Price shall constitute Permitted Exceptions; rather all be reduced by an amount equal to the Allocated Value of the same Asset. (b) The Examination shall be discharged upon reasonable notice and satisfied by Seller prior to or simultaneously with shall not unreasonably disrupt the Closing.personnel and operations of Seller

Examination Period. Purchaser The Examination Period shall have ten run from the date of this Agreement until five (105) days after Purchaser’s receipt of Business Days prior to the Title Commitment and Title Documents Closing Date at Noon, local time in which to review Title Commitment and Title Documents together and in conjunction with one another Midland, Texas (the “Examination Period”). In the event any item on the Title Commitment is unsatisfactory to Purchaser for any reason, Purchaser shall have until the end of During the Examination Period Period, Seller shall permit Buyer and/or its authorized representatives to deliver to examine, during normal business hours, in the offices of Seller, all abstracts of title, title opinions, title files, ownership maps, lease files, contract files, assignments, division orders and royalty accounting records pertaining to the Assets insofar as same may now be in writingexistence and in the possession of Seller or its Affiliates, subject to such objections restrictions on disclosure as Purchaser may have exist under confidentiality agreements or other agreements binding on Seller or such data. Such examination shall be upon reasonable notice and shall not unreasonably disrupt the personnel and operations of Seller or otherwise impede the efforts of Seller to anything contained or set forth therein, including, without limitation, Purchasercomply with its other obligations under this Agreement. Any such examination by Buyer shall be at Buyer’s inability to obtain zoning, access, sole cost and contiguity title endorsements from the title company on terms acceptable to Purchaser, which endorsements Purchaser may elect to obtain as a condition precedent to Purchaser’s obligation to close at Purchaser’s expense. Any items shown on Title Commitment and Title Documents reviewed by Purchaser All information made available to which Purchaser does not object on Buyer, whether disclosed pursuant to this Agreement or before the end of the Title Examination Period otherwise, shall be deemed to be approved maintained confidential by Purchaser Buyer as provided in the Confidentiality Agreement dated January 17, 2011, between Seller and shall be Buyer (the “Permitted Exceptions” (herein so called) for purposes Confidentiality Agreement”), the terms of which are incorporated into this Agreement by this reference and made a part of this Agreement. Buyer shall take whatever reasonable steps as may be necessary to ensure that Buyer’s employees, consultants, representatives and agents comply with the provisions of the Confidentiality Agreement, and shall be responsible for any disclosure or other breach of such provisions by any such Persons. Buyer shall not contact any of the customers or suppliers of Seller shall use reasonable efforts to remedy or cure Purchaser’s objections during the ten (10) day period following Seller’s receipt thereof (the “Cure Period”). In the event Seller does not cure such objections prior to the expiration of the Cure Periodworking interest co-owners or operators, Purchaser shall have the right to terminate this Agreement by written notice to Seller within ten (10) days after the expiration of the Cure Period. In the event of such a termination by Purchaser, this Agreement shall be without any further force or effect. Notwithstanding the foregoing, neither (i) the standard preprinted exceptions set forth in the Title Commitment, nor (ii) any matters reflected on Schedule B of the Title Commitment as liens, mortgages, or assignment of rents, and items which are designated by the Title Company as matters to be satisfied prior to or simultaneously connection with the Closingtransactions contemplated by this Agreement, shall constitute Permitted Exceptions; rather all whether in person or by telephone, mail or other means of communication, without the same shall specific prior written consent of Seller, which consent may be discharged withheld at Seller’s reasonable discretion. For the purpose of this Agreement, the term “Business Day” means any calendar day excluding Saturdays, Sundays and satisfied by Seller prior to or simultaneously with the Closing.other days on which national banks are closed for business in Midland, Texas. - 10 -