Common use of Examination Period Clause in Contracts

Examination Period. The Examination Period shall run from the date of this Agreement until December 17, 2010 at Noon, local time in Midland, Texas (the “Examination Period”). During the Examination Period, Seller shall permit Buyer and/or its authorized representatives 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 existence and in the possession of Seller or its Affiliates, subject to such restrictions on disclosure as may 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 comply with its other obligations under this Agreement. Any such examination by Buyer shall be at Buyer’s sole cost and expense. All information made available to Buyer, whether disclosed pursuant to this Agreement or otherwise, shall be maintained confidential by Buyer as provided in the Confidentiality Agreement dated September 27, 2010, between Seller and Buyer (the “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 or Seller’s working interest co-owners or operators, in connection with the transactions 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. For the purpose 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. (a) The Examination Period shall run from the date of this Agreement until December 17October 21, 2010 2011 at Noon, local time in Midland, Texas (the “Examination Period”). During the Examination Period, Seller shall permit Buyer and/or its authorized representatives to 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 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, Seller shall provide Buyer with access to Seller’s and its Affiliates’ employees, agents, consultants and contractors whose work responsibilities cover or relate to the Assets, and 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 foregoing: (i) Seller’s obligation to provide access to Buyer with respect to Assets operated by Third Parties shall be deemed satisfied by Seller using reasonable efforts to obtain permission for Buyer or its representatives to gain such access; and (ii) in the possession of event that Seller or its Affiliates, subject to such restrictions on disclosure as may exist is prohibited under confidentiality agreements or other agreements an agreement currently binding on Seller or to provide Buyer access to an Asset, Seller’s obligation to provide Buyer access with respect to such data. Such examination Asset shall be upon deemed satisfied by Seller using reasonable notice efforts to obtain permission for Buyer or its representatives to gain such access. In the event that Buyer is denied the ability to conduct due diligence with respect to any Asset under the foregoing clauses (i) and shall not unreasonably disrupt (ii) despite Seller having used the personnel and operations requisite reasonable efforts to gain Buyer access, then Buyer may elect to have Seller retain the entirety of Seller or otherwise impede any such Asset at the efforts of Seller to comply with its other obligations under this Agreement. Any such examination by Buyer Closing, in which event the Unadjusted Purchase Price shall be at Buyer’s sole cost and expense. All information made available reduced by an amount equal to Buyer, whether disclosed pursuant to this Agreement or otherwise, shall be maintained confidential by Buyer as provided in the Confidentiality Agreement dated September 27, 2010, between Seller and Buyer (the “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 Allocated Value 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 or Seller’s working interest co-owners or operators, in connection with the transactions 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. For the purpose 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, TexasAsset.

Examination Period. The Examination Period shall run from the date of this Agreement until December 17March 18, 2010 2019 at Noon4:00 pm, local time in Midland, Texas Central Time (the “Examination Period”). During the Examination Period, Seller shall permit Buyer and/or its authorized representatives 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 existence and in the possession of Seller or its Seller’s Affiliates, subject to such restrictions on disclosure as may 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 comply with its Seller’s other obligations under this Agreement. Any such examination by Buyer shall be at Buyer’s sole cost and expense. All information made available to Buyer, whether disclosed pursuant to this Agreement or otherwise, shall be maintained confidential by Buyer as provided in the Confidentiality Non-Disclosure Agreement dated September 27August 14, 20102018, between Seller Seller, Buyer and Buyer one of Buyer’s Affiliates (the “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 or Seller’s working interest co-owners or operators, in connection with the transactions 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. For the purpose The confidentiality and other obligations in this Section 4.01 shall survive termination 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. The Examination Period shall run from the date of this Agreement until December 17, 2010 at Noon, local time in Midland, Texas (the “Examination Period”). During the Examination Period, Seller shall permit Buyer and/or its authorized representatives 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 existence and in the possession of Seller or its Affiliates, subject to such restrictions on disclosure as may 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 comply with its other obligations under this Agreement. Any such examination by Buyer shall be at Buyer’s sole cost and expense. All information made available to Buyer, whether disclosed pursuant to this Agreement or otherwise, shall be maintained confidential by Buyer Xxxxx as provided in the Confidentiality Agreement dated September 27, 2010, between Seller and Buyer (the “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 or Seller’s working interest co-owners or operators, in connection with the transactions 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. For the purpose 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. The Examination Period shall run from the date of this Agreement until December 17September 29, 2010 2016 at Noon5:00 p.m., local time in Midland, Texas (the “Examination Period”). During the Examination Period, Seller shall permit Buyer and/or its authorized representatives 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 existence and in the possession of Seller or its Seller’s Affiliates, subject to such restrictions on disclosure as may 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 comply with its Seller’s other obligations under this Agreement. Any such examination by Buyer shall be at Buyer’s sole cost and expense. All information made available to Buyer, whether disclosed pursuant to this Agreement or otherwise, shall be maintained confidential by Buyer as provided in the Confidentiality Agreement dated September 27August 4, 20102016, between Seller and Buyer (the “Confidentiality Agreement”), the terms of which are incorporated into this Agreement by this reference and made a part of this Agreement; provided that the Parties hereby agree to supplement and amend the Confidentiality Agreement to provide the following: “This Agreement shall terminate and be of no further force or effect upon the Closing as defined in the Purchase and Sale Agreement between the parties; provided if the Closing does not occur this Agreement shall be of no force or effect one year from the date hereof; provided that, without limiting the 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 take whatever use commercially-reasonable steps as may be necessary efforts to ensure that Buyer’s employeesRepresentatives, consultantsas defined in the Confidentiality Agreement, 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 or Seller’s working interest co-owners or operators, in connection with the transactions 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 shall not be withheld at Seller’s sole discretion. For the purpose 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, Texasunreasonably withheld.

Examination Period. The Examination Period Buyer’s due diligence examination shall run from the date of this Agreement Execution Date until December 1715, 2010 2015 at Noon5:00 p.m., local time in MidlandDenver, Texas Colorado (the “Examination Period”). During the Examination Period, Seller shall permit Buyer and/or or its authorized representatives 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 now be in existence and in the possession of Seller or its Affiliates, subject to such restrictions on disclosure by Third Parties as may exist under confidentiality agreements or other agreements binding on Seller or such datadata (Seller will use its commercially reasonable efforts to obtain a waiver of any such restrictions from Third Parties, provided 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 shall not unreasonably disrupt the personnel and operations of Seller or otherwise impede materially interfere with the efforts of Seller to comply with its other obligations under this Agreement. Any such examination by Buyer shall be at Buyer’s sole cost and expense. All information made available to Buyer, whether disclosed pursuant to this Agreement or otherwise, shall be maintained confidential by Buyer as provided in the Confidentiality Agreement dated September 27October 7, 20102015, between Seller Resolute Energy Corporation and Buyer Independence Resources Management, LLC (the “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 or Seller’s working interest co-owners or operators, in connection with the transactions 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. For the purpose 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 MidlandDenver, TexasColorado.

Examination Period. The Examination Period shall run from the date of this Agreement until December 17, 2010 at Noon, local time in Midland, Texas (the “Examination Period”). During a)During the Examination Period, Seller Buyer, its agents and/or representatives shall permit Buyer and/or its authorized representatives have the right to examineenter upon the Real Property for the purpose of inspecting, during normal business hoursexamining, in performing tests and surveying the offices of SellerReal Property to determine if the Property is suitable to Buyer, all abstracts of title, title opinions, title files, ownership maps, lease files, contract files, assignments, division orders which inspections and royalty accounting records pertaining to the Assets insofar as same may now be in existence and in the possession of Seller or its Affiliates, subject to such restrictions on disclosure as may exist under confidentiality agreements or other agreements binding on Seller or such data. Such examination investigations shall be upon reasonable notice and 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 Buyer shall be undertaken at Buyer’s 's sole cost and expense. All information made available 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, whether disclosed pursuant to its agents or representatives in exercising its rights under this Agreement or otherwise, Section 7. All inspections shall be maintained confidential by Buyer as provided in the Confidentiality Agreement dated September 27conducted during normal business hours with no less than twenty four (24) hours prior notice to Seller, 2010, between Seller and Buyer (the “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 coordinate any on-site inspections of the Confidentiality Agreement, and Property with Seller so that Seller may have a representative present at all times desired by Seller. All inspections of the Real Property shall be responsible for conducted in such a manner as to reasonably avoid any disclosure or other breach of such provisions by interference with any such Personsbusiness operations on the Real Property. Buyer shall not contact any of Notwithstanding anything to the customers or suppliers of Seller or Seller’s working interest co-owners or operatorscontrary herein, in connection with the transactions contemplated by this Agreement, whether in person or by telephone, mail or other means of communication, no event whatsoever shall Buyer perform any invasive testing without the specific prior written consent of Seller, which consent may be given or withheld at in Seller’s 's sole discretion. For discretion (provided, however, in no event shall a Phase I environmental test be considered invasive for the purpose purposes of this Agreement). Notwithstanding the foregoing, to the term “Business Day” means 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 connection with Buyer's investigation and acquisition of the Real Property or as otherwise required by law. If Buyer elects to terminate this Agreement as expressly permitted in this Agreement, then it shall deliver to Seller copies of all inspection reports pertaining to the Property. Buyer’s obligations to restore the Real Property and indemnify Seller under this Section 7 shall survive any calendar day excluding Saturdays, Sundays and other days on which national banks are closed for business in Midland, Texastermination of this Agreement.

Examination Period. The Examination Period shall run from the date of this Agreement until December 17, 2010 five (5) Business Days prior to the Closing Date at Noon, local time in Midland, Texas (the “Examination Period”). During the Examination Period, Seller shall permit Buyer and/or its authorized representatives 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 existence and in the possession of Seller or its Affiliates, subject to such restrictions on disclosure as may 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 comply with its other obligations under this Agreement. Any such examination by Buyer shall be at Buyer’s sole cost and expense. All information made available to Buyer, whether disclosed pursuant to this Agreement or otherwise, shall be maintained confidential by Buyer as provided in the Confidentiality Agreement dated September 27January 17, 20102011, between Seller and Buyer (the “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 or Seller’s working interest co-owners or operators, in connection with the transactions 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 reasonable discretion. For the purpose 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.. Mid: 010628\000101\905583.7 - 10 -

Examination Period. The Examination Period shall run from the date of this Agreement until December 17March 18, 2010 2019 at Noon4:00 pm, local time in Midland, Texas Central Time (the “Examination Period”). During the Examination Period, Seller Sellers shall permit Buyer and/or its authorized representatives to examine, during normal business hours, in the offices of SellerSellers, 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 Seller Sellers or its Sellers’ Affiliates, subject to such restrictions on disclosure as may exist under confidentiality agreements or other agreements binding on Seller Sellers or such data. Such examination shall be upon reasonable notice and shall not unreasonably disrupt the personnel and operations of Seller Sellers or otherwise impede the efforts of Seller Sellers to comply with its Sellers’ other obligations under this Agreement. Any such examination by Buyer shall be at Buyer’s sole cost and expense. All information made available to Buyer, whether disclosed pursuant to this Agreement or otherwise, shall be maintained confidential by Buyer as provided in the Confidentiality Non-Disclosure Agreement dated September 27August 14, 20102018, between Seller Sellers’ affiliated operating company and Buyer (the “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 Sellers or Seller’s Sellers’ working interest co-owners or operators, in connection with the transactions contemplated by this Agreement, whether in person or by telephone, mail or other means of communication, without the specific prior written consent of SellerSellers, which consent may be withheld at Seller’s Sellers’ sole discretion. For the purpose The confidentiality and other obligations in this Section 4.01 shall survive termination 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.