GENERAL ACCESS AND SPECIAL INDEMNITY Sample Clauses

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.
Sample 1
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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.
Sample 1

Related to GENERAL ACCESS AND SPECIAL INDEMNITY

  • Landlord Waivers; Collateral Access Agreements At any time any Collateral with a book value in excess of $250,000 (when aggregated with all other Collateral at the same location) is located on any real property of a Loan Party located in the United States (whether such real property is now existing or acquired after the Effective Date) which is not owned by a Loan Party, or is stored on the premises of a bailee, warehouseman, or similar party, use its best efforts to obtain written subordinations or waivers or collateral access agreements, as the case may be, in form and substance satisfactory to the Collateral Agent.

  • Collateral Access Agreements Such Grantor shall use commercially reasonable efforts to obtain a Collateral Access Agreement, from the lessor of each leased property, mortgagee of owned property or bailee or consignee with respect to the operator of any warehouse, processor or converter facility or other location (each of which is identified on Exhibit B hereto), where Collateral in excess of $1,000,000 is stored or located at any given time (other than (i) company-owned facilities and (ii) retail stores), which agreement or letter shall provide access rights, contain a waiver or subordination of all Liens or claims that the landlord, mortgagee, bailee or consignee may assert against the Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to the Administrative Agent. With respect to such locations or warehouse space leased as of the Effective Date and thereafter where Collateral in excess of $1,000,000 is stored or located (other than (i) company-owned facilities and (ii) retail stores), if the Administrative Agent has not received a Collateral Access Agreement as of the Effective Date (or, if later as of the date such location is acquired or leased), the Borrower’s Eligible Inventory at that location shall be subject to such Reserves as may be established by the Administrative Agent. After the Effective Date, no real property or warehouse space shall be leased by such Grantor (other than retail stores) and no Inventory shall be shipped to a processor or converter under arrangements established after the Effective Date, unless and until a satisfactory Collateral Access Agreement shall first have been obtained with respect to such location or if it has not been obtained, the Borrower’s Eligible Inventory at that location shall be subject to the establishment of Reserves acceptable to the Administrative Agent. Such Grantor shall timely and fully pay and perform its obligations under all leases and other agreements with respect to each leased location or third party warehouse where any Collateral is or may be located.

  • Conditions Precedent to Obligations of Each Party The obligations of each Party to effect the Merger and otherwise consummate the Contemplated Transactions to be consummated at the Closing are subject to the satisfaction or, to the extent permitted by applicable Law, the written waiver by each of the Parties, at or prior to the Closing, of each of the following conditions:

  • Conditions Precedent to the Obligations of the Company to sell Shares at the Closing. The Company’s obligation to sell and issue to the Purchaser the Allocated Shares at the Closing is subject to the fulfillment to the satisfaction of the Company on or prior to the Closing Date of the following conditions, any of which may be waived by the Company:

  • Conditions Precedent to Obligations of the Parties The obligations of each Party to effect the Closing and to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver by such Party on or prior to the Closing Date of the following conditions:

  • Conditions Precedent to Each Loan and Letter of Credit The obligation of each Lender on any date (including the Closing Date) to make any Loan and of each Issuer on any date (including the Closing Date) to Issue any Letter of Credit is subject to the satisfaction of each of the following conditions precedent:

  • Actions of Custodian Based on Proper Instructions and Special Instructions So long as and to the extent that the Custodian acts in accordance with (a) Proper Instructions or Special Instructions, as the case may be, and (b) the terms of this Agreement, the Custodian shall not be responsible for the title, validity or genuineness of any property, or evidence of title thereof, received by it or delivered by it pursuant to this Agreement.

  • Conditions Precedent to the Consummation of the Purchase ---------------------------- The following are conditions precedent to the consummation of the Agreement on or before the Closing Date:

  • Conditions Precedent to the Obligations of the Company The obligation hereunder of the Company to issue and sell the shares of Common Stock to the Investor incident to each Closing is subject to the satisfaction, or waiver by the Company, at or before each such Closing, of each of the conditions set forth below.

  • Conditions Precedent to the Obligation of the Company to Close and to Sell the Securities. The obligation hereunder of the Company to close and issue and sell the Securities to the Purchasers at the Closing is subject to the satisfaction or waiver, at or before the Closing of the conditions set forth below. These conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion.

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