Common use of Investigation of Assets Clause in Contracts

Investigation of Assets. Promptly following the execution of this Agreement and until the Closing Date (or earlier termination of this Agreement), Seller (i) shall permit Buyer and its representatives at reasonable times to examine, in Seller’s offices, (x) all abstracts of title, title opinions, title files, ownership maps, lease files, assignments, division orders, and similar documents and (y) all environmental reports, assessments and audits, in each case, relating to the Assets insofar as the same are in Seller’s possession and insofar as Seller may do so without (a) violating legal constraints or any legal obligation (provided that, in the case of confidentiality obligations, Seller has used commercially reasonable efforts to obtain any consents associated therewith) or (b) waiving any attorney/client privilege (such limitations described in clauses (a) and (b) being herein collectively called the “Limitations”), (ii) subject to any required consent of any third Person (which Seller shall use commercially reasonable efforts to obtain), shall permit Buyer and its representatives at reasonable times and at Buyer’s sole risk, cost and expense, to conduct, in the presence of Seller’s representatives, reasonable non-environmental related inspections of the Assets and (iii) subject to any required consent of any third Person (which Seller shall use commercially reasonable efforts to obtain), shall permit Buyer, at Buyer’s sole risk, cost and expense, to conduct a Phase I Environmental Site Assessment of the Assets and visual inspections and, subject to the Limitations, record reviews relating to the Assets with respect their condition and compliance with Environmental Laws; provided, however, Buyer shall repair any damage to the Assets resulting from such inspections and Buyer does hereby indemnify and hold harmless the Seller Indemnified Persons from and against any and all Covered Liabilities to the extent arising from Buyer’s inspection of the Assets, REGARDLESS OF ANY CONCURRENT NEGLIGENCE OR STRICT LIABILITY ON THE PART OF ANY SELLER INDEMNIFIED PERSON AND REGARDLESS OF THE FORM OF CLAIM WHETHER AT COMMON LAW, STRICT LIABILITY, NEGLIGENCE OR UNDER ANY STATUTE OR REGULATION, EXCLUDING, HOWEVER, THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNIFIED PERSON.

Investigation of Assets. Promptly following the execution of this Agreement and until the Closing Date (or earlier termination of this Agreement), Seller (i) shall permit Buyer and its representatives at reasonable times to examine, in Seller’s offices, (x) all abstracts of title, title opinions, title files, ownership maps, lease files, assignments, division orders, and similar documents and (y) all environmental reports, assessments and audits, in each case, other Records relating to the Assets insofar as the same are in Seller’s possession and insofar as Seller may do so without (a) violating legal constraints or any legal obligation (provided that, in the case of confidentiality obligations, Seller has used commercially reasonable efforts to obtain any consents associated therewith) or (b) waiving any attorney/client privilege (such limitations described in clauses (aother than with respect to title opinions and title curative correspondence) and (b) being herein collectively called the “Limitations”ii), (ii) subject to any required consent of any third Person (which Seller shall use commercially reasonable efforts to obtain)Person, shall permit Buyer and its representatives at reasonable times and at Buyer’s sole risk, cost and expense, to conduct, in the presence of Seller’s representatives, reasonable non-environmental related inspections of the Assets and (iii) subject to Assets; provided, however, that Buyer shall not conduct any required Phase II environmental testing or other invasive surface or subsurface testing without Seller’s prior written consent, which consent of any third Person (which Seller shall use commercially reasonable efforts to obtain), shall permit Buyer, at Buyer’s sole risk, cost and expense, to conduct a Phase I Environmental Site Assessment of the Assets and visual inspections and, subject to the Limitations, record reviews relating to the Assets with respect their condition and compliance with Environmental Lawsnot be unreasonably withheld; provided, however, Buyer shall repair any damage to the Assets resulting from such inspections and Buyer does hereby indemnify and hold harmless the Seller Indemnified Persons from and against any and all Covered Liabilities to the extent arising from Buyer’s inspection of the Assets, REGARDLESS OF ANY CONCURRENT NEGLIGENCE OR STRICT LIABILITY ON THE PART OF ANY SELLER INDEMNIFIED PERSON AND REGARDLESS OF THE FORM OF CLAIM WHETHER AT COMMON LAW, STRICT LIABILITY, NEGLIGENCE OR UNDER ANY STATUTE OR REGULATION, EXCLUDING, HOWEVER, THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNIFIED PERSON. Seller also shall permit Buyer and its representatives, both before and for a reasonable time after Closing, to examine, in Seller’s offices at reasonable times, all financial and operating records and reports maintained by Seller with respect to the Assets, including, without limitation, lease operating statements and similar financial statements and reports, and have reasonable access to members of Seller’s accounting staff, as necessary to permit Buyer to create an historical financial data base with respect to operations on the Assets and to conduct a revenue and expense audit of the Assets as necessary to comply with regulatory filings required by the Securities and Exchange Commission, and shall permit and facilitate communication by Buyer with Seller’s independent auditors for such purpose.

Investigation of Assets. Promptly following the execution of this Agreement and until the Closing Date (or earlier termination of this Agreement), Seller Sellers (i) shall permit Buyer and its representatives at reasonable times during business hours to examine, in Sellerthe Company’s offices, (x) all abstracts of title, title opinions, title files, ownership maps, lease files, assignments, division orders, and similar documents and (y) all environmental reports, assessments and audits, in each case, relating to the Assets (including the contracts and agreements of the nature described in (f), (g), and (h) in the definition of “Material Contracts” in Appendix A) insofar as the same are in SellerSellers’, the Company’s or any Subsidiary’s possession and insofar as Seller Sellers may do so without (a) violating legal constraints or any legal obligation (provided that, in the case of confidentiality obligations, Seller has used commercially reasonable efforts to obtain any consents associated therewith) or (b) waiving any attorney/client privilege (such limitations described in clauses (amaterials collectively referred to as the “Title Materials”) and (b) being herein collectively called the “Limitations”ii), (ii) subject to any required consent of any third Person (which Seller shall use commercially reasonable efforts to obtain)Person, shall permit Buyer and its representatives at reasonable times and at Buyer’s sole risk, cost and expense, to conduct, in the presence of Seller’s Sellers’ representatives, reasonable non-environmental related inspections of the Assets Assets, provided that the Company and (iii) subject to any required consent of any third Person (which each Seller shall use commercially reasonable efforts to obtainobtain such required consents (provided that neither the Company nor either Seller shall be required to pay any consideration therefor); provided, however, that Buyer shall permit Buyernot conduct any Phase II environmental testing or other invasive surface or subsurface testing without Sellers’ prior written consent, at Buyer’s sole risk, cost and expense, to conduct a Phase I Environmental Site Assessment of the Assets and visual inspections and, subject to the Limitations, record reviews relating to the Assets with respect their condition and compliance with Environmental Lawswhich consent shall not be unreasonably withheld; provided, however, Buyer shall repair any damage to the Assets resulting from such inspections and and, except for Covered Liabilities that result from discovery of conditions or defects that already existed with respect to the Assets prior to or at the time of such investigations, Buyer does hereby indemnify and hold harmless the Seller Indemnified Persons from and against any and all Covered Liabilities to the extent arising from Buyer’s inspection of the Assets, REGARDLESS OF ANY CONCURRENT NEGLIGENCE OR STRICT LIABILITY ON THE PART OF ANY SELLER INDEMNIFIED PERSON AND REGARDLESS OF THE FORM OF CLAIM WHETHER AT COMMON LAW, STRICT LIABILITY, NEGLIGENCE OR UNDER ANY STATUTE OR REGULATION, EXCLUDING, HOWEVER, THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNIFIED PERSON.

Investigation of Assets. Promptly following the execution of this Agreement and until the Closing Date (or earlier termination of this Agreement), Seller (i) shall permit Buyer and its representatives at reasonable times to examine, in Seller’s offices, (x) all abstracts of title, title opinions, title files, ownership maps, lease files, assignments, division orders, and similar documents and (y) all environmental reports, assessments and audits, in each case, relating to the Assets insofar as the same are in Seller’s possession and insofar as Seller may do so without (a) violating legal constraints or any legal obligation (provided that, in the case of confidentiality obligations, Seller has used commercially reasonable efforts to obtain any consents associated therewith) or (b) waiving any attorney/client privilege (such limitations described in clauses (a) and (b) being herein collectively called the “Limitations”ii), (ii) subject to any required consent of any third Person (which Seller shall use commercially reasonable efforts to obtain)Person, shall permit Buyer and its representatives at reasonable times and at Buyer’s sole risk, cost and expense, to conduct, in the presence of Seller’s representatives, reasonable non-environmental related inspections of the Assets and (iii) subject to Assets; provided, however, that Buyer shall not conduct any required Phase II environmental testing or other invasive surface or subsurface testing without Seller’s prior written consent, which consent of any third Person (which Seller shall use commercially reasonable efforts to obtain), shall permit Buyer, at Buyer’s sole risk, cost and expense, to conduct a Phase I Environmental Site Assessment of the Assets and visual inspections and, subject to the Limitations, record reviews relating to the Assets with respect their condition and compliance with Environmental Lawsnot be unreasonably withheld; provided, however, Buyer shall repair any damage to the Assets resulting from such inspections and Buyer does hereby indemnify and hold harmless the Seller Indemnified Persons from and against any and all Covered Liabilities to the extent arising from Buyer’s inspection of the Assets, REGARDLESS OF ANY CONCURRENT NEGLIGENCE OR STRICT LIABILITY ON THE PART OF ANY SELLER INDEMNIFIED PERSON AND REGARDLESS OF THE FORM OF CLAIM WHETHER AT COMMON LAW, STRICT LIABILITY, NEGLIGENCE OR UNDER ANY STATUTE OR REGULATION, EXCLUDING, HOWEVER, THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNIFIED PERSON.