GENERAL ACCESS AND SPECIAL INDEMNITY. Through and until the Closing Date, Sellers shall permit Buyer and its representatives to have, upon reasonable advance notice, access at reasonable times in Sellers' offices and, in a manner so as not to interfere unduly with the business operations of Sellers, to Sellers' Records, insofar as the Sellers may do so without violating legal constraints or any legal obligation, or waiving any attorney/client work product or like privilege, and subject to any required consent of any third person. Buyer hereby indemnifies and agrees to release, defend, indemnify and hold harmless Sellers from and against any and all claims arising from Buyer's inspecting and observing the Assets, including (a) claims for personal injuries to or death of employees of the Buyer, its contractors, agents, consultants and representatives, and damage to the property of Buyer or others acting on behalf of Buyer; and (b) claims, demands, losses, damages, liabilities, judgments, causes of action, costs or expenses for personal injuries to or death of employees of Sellers or third parties, and damage to the property of the Sellers or third parties. The foregoing indemnity includes, and the Parties intend it to include, an indemnification of the Sellers from and against claims arising out of or resulting, in whole or part, from the condition of the Assets caused by Buyer's inspection thereof or by the Sellers' sole, joint, comparative, or concurrent negligence, strict liability or fault.
GENERAL ACCESS AND SPECIAL INDEMNITY. Upon execution of this Agreement and through and until the Closing Date, Seller shall permit Buyer and its representatives (a) to have access to and inspect the Acquired Assets, subject to any required consent of third Persons, and (b) to have access at reasonable times in Seller’s offices and, in a manner so as not to interfere unduly with the business operations of Seller, to Seller’s Records insofar as the Seller may do so without (i) violating legal constraints or any legal obligation, or (ii) waiving any attorney/client work product or like privilege. Notwithstanding the foregoing, it is understood and agreed that the Records to be made available to Buyer under this Section 7.1 shall include all of Seller’s books and records related to the ownership and operation of the Acquired Assets, including without limitation lease and mineral ownership documents, general ledgers, monthly production purchase receipts, monthly lease operating expense statements, oil and gas production records, tax payment records, partnership agreements, joint venture agreements and joint operating agreements. Buyer agrees to indemnify and hold Seller harmless from and against any and all claims arising in connection with Buyer’s inspecting and observing the Acquired Assets and Records, including (y) claims for personal injuries to or death of employees of the Buyer, its contractors, agents, consultants and representatives, and damage to the property of Buyer or others acting on behalf of Buyer; and (z) claims for personal injuries to or death of employees of Seller or third parties, and damage to the property of the Seller or third parties, and in each case without regard to the legal basis or nature of such claims. Without limiting the foregoing, on the date hereof, Seller shall provide reasonable access to Buyer upon its request, to all of the agreements, Leases, contracts, permits, Lease operating statements, environmental audits, assessments, and reports and other documents referenced in this Agreement or identified on the Exhibits and Schedules to this Agreement.
