Common use of Physical and Environmental Inspection Clause in Contracts

Physical and Environmental Inspection. After the execution of this Agreement, subject to prior written notice to Seller, Buyer and its authorized representatives shall have physical access to the Properties that are operated by Seller, at Buyer’s sole cost, risk and expense, for the purpose of inspecting the same, conducting such tests, examination, investigations and assessments as may be reasonable and necessary or appropriate to evaluate the environmental and physical condition of the Property, including the identification of wetlands. For those Properties which are not operated by Seller, Buyer shall endeavor in good faith to obtain permission from the operator to conduct such inspections. BUYER SHALL DEFEND, INDEMNIFY, AND HOLD SELLER HARMLESS FROM ANY AND ALL LIABILITY, CLAIMS, CAUSES OF ACTION, INJURY TO BUYER’S EMPLOYEES, AGENTS, CONTRACTORS, SUBCONTRACTORS OR INVITEES OR TO BUYER’S PROPERTY, AND/OR INJURY TO SELLER’S PROPERTY, EMPLOYEES, AGENTS OR CONTRACTORS WHICH MAY ARISE OUT OF BUYER’S INSPECTIONS REGARDLESS OF SELLER’S NEGLIGENCE OR OTHER FAULT (INCLUDING STRICT LIABILITY OR ANY DEFECT IN THE PREMISES). Buyer agrees to provide to Seller, upon request, a copy of any environmental assessments, including any reports, data, and conclusions. Buyer and Seller shall keep any and all data or information acquired by all such examinations and results of all analysis of such data and information strictly confidential and not disclose same to any person or agency without the prior written approval of the other Party, unless required to do so by applicable law. The foregoing obligation of confidentiality shall survive Closing or termination of this Agreement without closing.

Physical and Environmental Inspection. After Buyer may engage an environmental consultant approved by Seller (the execution AEnvironmental Expert@) to perform a physical inspection of this Agreement, subject to prior written notice to Seller, the Leases and Equipment. Seller will permit Buyer and its authorized representatives shall have the Environmental Expert reasonable physical access to the Properties that are operated Leases and Equipment at times approved by Seller, Seller and at Buyer’s 's sole cost, risk and expense, expense for the purpose purposes of inspecting the same, conducting such tests, examinationexaminations, investigations and assessments as may be reasonable and necessary or appropriate to evaluate the physical and environmental and physical condition of the Property, including the identification of wetlandsLeases and Equipment. For those Properties which are not operated by Seller, Buyer shall endeavor in good faith repair any damage to obtain permission the Interests resulting from the operator to conduct such inspections. BUYER SHALL DEFENDinspection of Buyer and/or the Environmental Expert and shall defend and indemnify Seller and Seller=s affiliates, INDEMNIFYpartners, AND HOLD SELLER HARMLESS FROM ANY AND ALL LIABILITYmembers, CLAIMSshareholders, CAUSES OF ACTIONdirectors, INJURY TO BUYER’S EMPLOYEESofficers, AGENTSagents, CONTRACTORSrepresentatives, SUBCONTRACTORS OR INVITEES OR TO BUYER’S PROPERTYconsultants, AND/OR INJURY TO SELLER’S PROPERTYadvisers, EMPLOYEESsuccessors and assigns (collectively, AGENTS OR CONTRACTORS WHICH MAY ARISE OUT OF BUYER’S INSPECTIONS REGARDLESS OF SELLER’S NEGLIGENCE OR OTHER FAULT (INCLUDING STRICT LIABILITY OR ANY DEFECT IN THE PREMISES). Buyer agrees to provide to Seller, upon request, a copy of any environmental assessments, including any reports, data, and conclusions. Buyer and Seller shall keep the ASeller Indemnified Group@) from any and all data Claims (as hereinafter defined) arising from Buyer and/or the Environmental Expert inspecting and observing the Interests, including, without limitation, (i) Claims for personal injury to or information acquired death of employees of Buyer or the Environmental Expert, their agents, contractors, subcontractors or invitees and/or damage to the property of Buyer or the Environmental Expert or others acting on behalf of Buyer or Environmental Expert, REGARDLESS OF WHETHER SUCH CLAIMS ARE CAUSED BY THE CONCURRENT NEGLIGENCE OF SELLER OR THE CONDITION OF THE INTERESTS, and (ii) Claims for personal injury to or death of employees of Seller or third parties and damage to the property of Seller or third parties, to the extent caused by the negligence, gross negligence or willful misconduct of Buyer or Environmental Expert. As used in this Agreement, the term AClaims@ means any and all such examinations losses, liabilities, damages, obligations, expenses, fines, penalties, costs, claims, causes of action and results judgments, including, without limitation, reasonable attorneys fees, court costs, and other reasonable costs of all analysis litigation resulting from the defense of such data and information strictly confidential and not disclose same to any person claim or agency without cause of action within the prior written approval scope of the other Party, unless required to do so by applicable law. The foregoing obligation of confidentiality shall survive Closing or termination of indemnities in this Agreement without closingfor (i) breaches of contract; (ii) loss or damage to property, injury to or death of persons, and other tortious injury; and (iii) violations of applicable laws, rules, regulations, orders or any other legal right or duty actionable at law or equity.

Physical and Environmental Inspection. After the execution of this Agreement, subject to prior written notice to Seller, Buyer and its authorized representatives shall have physical access to the Properties that are operated by Seller, at Buyer’s sole cost, risk and expense, expense for the purpose of inspecting the same, conducting such tests, examination, investigations and assessments as may be reasonable and necessary or appropriate to evaluate the environmental and physical condition of the Property, including including, but not limited to the identification of wetlands. For those Properties which that are not operated by Seller, Buyer Seller shall endeavor in good faith use commercially reasonable efforts to obtain permission from the operator for Buyer to conduct such inspections, but provided Seller has exercised such commercially reasonable efforts, Seller shall have no liability to Buyer for failure to obtain any such operator’s permission. BUYER SHALL DEFEND, INDEMNIFY, DEFEND AND HOLD INDEMNIFY SELLER HARMLESS FROM ANY AND ALL LIABILITY, CLAIMS, CAUSES OF ACTION, INJURY TO BUYER’S EMPLOYEES, AGENTS, CONTRACTORS, SUBCONTRACTORS OR INVITEES OR TO BUYER’S PROPERTY, PROPERTY AND/OR INJURY TO SELLER’S PROPERTY, EMPLOYEES, AGENTS OR CONTRACTORS WHICH THAT MAY ARISE OUT OF BUYER’S INSPECTIONS REGARDLESS EXCEPT TO THE EXTENT OF SELLER’S GROSS NEGLIGENCE OR OTHER FAULT (INCLUDING STRICT LIABILITY OR ANY DEFECT IN THE PREMISES)WILLFUL MISCONDUCT. Seller has provided Buyer with the Starwood Environmental Phase I Report dated October 2003 and Buyer agrees to provide to Seller, upon request, Seller a copy of any environmental assessmentsassessment, including including, but not limited to any reports, data, and conclusions, relating to any environmental condition asserted by Buyer to constitute a Defect pursuant to Paragraph 9(e). Buyer and Seller shall keep any and all data or information acquired by all such examinations and results of all analysis of such data and information strictly confidential and not disclose same to any person or agency without the prior written approval of the other Partyparty, unless required to do so by applicable law. The foregoing obligation of confidentiality shall survive Closing (as to Seller) or termination of this Agreement without closingclosing (as to Buyer).

Physical and Environmental Inspection. After the execution of this Agreement, subject to prior written notice to Seller, Buyer and its authorized representatives shall have physical access to the Properties that are operated by Seller, at Buyer’s sole cost, risk and expense, for the purpose of inspecting the same, conducting such tests, examination, investigations and assessments as may be reasonable and necessary or appropriate to evaluate the environmental and physical condition of the Property, including the identification of wetlands. For those Properties which are not operated by Seller, Buyer shall endeavor in good faith to obtain permission from the operator to conduct such inspections. BUYER SHALL DEFEND, INDEMNIFY, AND HOLD SELLER HARMLESS FROM ANY AND ALL LIABILITY, CLAIMS, CAUSES OF ACTION, INJURY TO BUYER’S EMPLOYEES, AGENTS, CONTRACTORS, SUBCONTRACTORS OR INVITEES OR TO BUYER’S PROPERTY, AND/OR INJURY TO SELLER’S PROPERTY, EMPLOYEES, AGENTS OR CONTRACTORS WHICH MAY ARISE OUT OF BUYER’S INSPECTIONS REGARDLESS OF SELLER’S NEGLIGENCE OR OTHER FAULT (INCLUDING STRICT LIABILITY OR ANY DEFECT IN THE PREMISES). Buyer Xxxxx agrees to provide to Seller, upon request, a copy of any environmental assessments, including any reports, data, and conclusions. Buyer and Seller shall keep any and all data or information acquired by all such examinations and results of all analysis of such data and information strictly confidential and not disclose same to any person or agency without the prior written approval of the other Party, unless required to do so by applicable law. The foregoing obligation of confidentiality shall survive Closing or termination of this Agreement without closing.

Physical and Environmental Inspection. After the execution of this Agreement, subject to prior written notice to Seller, Buyer and its authorized representatives shall have physical access to the Properties that are operated by Seller, at Buyer’s sole cost, risk and expense, expense for the purpose of inspecting the same, conducting such tests, examination, investigations and assessments as may be reasonable and necessary or appropriate to evaluate the environmental and physical condition of the Property, including the identification of wetlands. For those Properties which that are not operated by Seller, Buyer Seller shall endeavor in good faith use commercially reasonable efforts to obtain permission from the operator for Buyer to conduct such inspections but provided Seller has exercised such commercially reasonable efforts, Seller shall have no liability to Buyer for failure to obtain any such operator’s permission. In no event, however, shall such tests, inspections, assessments, examinations or investigations include any surface or subsurface invasive or intrusive sampling of the Properties without separate, prior and written consent of the Seller, which consent may not be unreasonably withheld by Seller. All tests, inspections, assessments, examinations and investigations which are the subject of this Paragraph 13 shall be conducted during reasonable business hours of Seller and/or the operator of the Property which is being tested, inspected, assessed, examined or investigated, as applicable. BUYER SHALL DEFEND, INDEMNIFY, DEFEND AND HOLD INDEMNIFY SELLER HARMLESS FROM ANY AND ALL LIABILITY, CLAIMS, CAUSES OF ACTION, INJURY TO BUYER’S EMPLOYEES, AGENTS, CONTRACTORS, SUBCONTRACTORS OR INVITEES OR TO BUYER’S PROPERTY, PROPERTY AND/OR INJURY TO SELLER’S PROPERTY, EMPLOYEES, AGENTS OR CONTRACTORS WHICH THAT MAY ARISE OUT OF BUYER’S INSPECTIONS REGARDLESS EXCEPT TO THE EXTENT OF SELLER’S GROSS NEGLIGENCE OR OTHER FAULT (INCLUDING STRICT LIABILITY OR ANY DEFECT IN THE PREMISES)WILLFUL MISCONDUCT. Buyer agrees to provide to Seller, upon request, Seller a copy of any environmental assessmentsassessment, including including, but not limited to any reports, data, and conclusions, relating to any environmental condition asserted by Buyer to constitute a Defect pursuant to Paragraph 10. Buyer and Seller shall keep any and all data or information acquired by all such examinations and results of all analysis of such data and information strictly confidential and not disclose same to any person or agency without the prior written approval of the other Partyparty, unless required to do so by applicable law. The foregoing obligation of confidentiality shall survive Closing (as to Seller) or termination of this Agreement without closingClosing (as to Buyer).

Physical and Environmental Inspection. After the execution of this Agreement, subject Seller shall use commercially reasonable efforts (but in no event shall Seller be required to prior written notice make any payments or incur any other obligations to Seller, any Person) to cause Buyer and its authorized representatives shall to have physical access to the Properties that are operated by Seller, and Subject Assets at Buyer’s 's sole cost, risk and expense, expense for the purpose of inspecting the same, conducting such tests, examination, investigations and assessments as may be reasonable and necessary or appropriate to evaluate the environmental and physical condition of the PropertyProperties and Subject Assets. Buyer's right of access, including if any, to the identification of wetlandsProperties and Subject Assets shall not entitle Buyer to operate equipment or conduct intrusive testing or sampling, and any such access shall be further limited by the Persons with rights to own, operate or use the Subject Assets or the surface rights burdened thereby. For those Properties which are Buyer acknowledges that Seller is not operated by Seller, Buyer shall endeavor in good faith to obtain permission from the operator or owner of the Subject Assets and Seller has no right or ability to conduct such inspectionsgrant Seller access to the Properties or the Subject Assets and that Seller makes no representations or warranties as to access to the Properties or the Subject Assets by Buyer. BUYER SHALL DEFENDHOLD HARMLESS, INDEMNIFYDEFEND AND INDEMNIFY SELLER, ITS AFFILIATES, THE OTHER OWNERS OF INTERESTS IN THE PROPERTIES AND HOLD SELLER HARMLESS ALL SUCH PERSONS' DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES FROM AND AGAINST ANY AND ALL LIABILITY, CLAIMS, LOSSES, CAUSES OF ACTION, COSTS AND EXPENSES (INCLUDING COURT COSTS AND REASONABLE ATTORNEYS' FEES), INJURY TO BUYER’S 'S EMPLOYEES, AGENTS, CONTRACTORS, SUBCONTRACTORS OR INVITEES OR TO BUYER’S 'S PROPERTY, AND/OR INJURY TO SELLER’S 'S PROPERTY, EMPLOYEES, AGENTS OR CONTRACTORS WHICH MAY ARISE OUT OF OR ARE ATTRIBUTABLE TO ACCESS TO THE PROPERTIES OR BUYER’S 'S INSPECTIONS REGARDLESS OF SELLER’S THEREOF, , EVEN IF CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE (WHETHER SOLE, JOINT OR OTHER FAULT (INCLUDING CONCURRENT), STRICT LIABILITY OR OTHER LEGAL FAULT OF ANY DEFECT IN THE PREMISES)INDEMNIFIED PERSON. Buyer agrees to provide to Seller, upon request, Seller a copy of any environmental assessments, including any reports, data, and conclusions. Buyer and Seller shall keep any Any and all data or information acquired by all such examinations and results of all analysis of such data and information strictly confidential and not disclose same shall be subject to any person or agency without the prior written approval terms of the other Party, unless required to do so by applicable law. The foregoing obligation of confidentiality shall survive Closing or termination of this Agreement without closingConfidentiality Agreement.

Physical and Environmental Inspection. (a) After the execution of this Agreement, subject to prior written notice to Seller, Seller shall give Buyer and its authorized representatives shall have during regular business hours physical access to the Properties that are operated by Seller, Interests at Buyer’s 's sole cost, risk and expense, expense for the purpose of inspecting the same, conducting such tests, examinationexaminations, investigations and assessments as may be reasonable and necessary or appropriate to evaluate the physical and environmental and physical condition of the Property, including the identification of wetlandsInterests. For those Properties Interests which are not operated by Seller, Buyer shall endeavor in good faith to obtain permission from the operator to conduct such inspections. BUYER SHALL DEFENDBuyer shall defend and indemnify Seller against and from any and all liability, INDEMNIFYclaims, AND HOLD SELLER HARMLESS FROM ANY AND ALL LIABILITYcauses of action, CLAIMSinjury to Buyer's property, CAUSES OF ACTIONemployees, INJURY TO BUYER’S EMPLOYEESagents, AGENTScontractors, CONTRACTORSsubcontractors or invitees, SUBCONTRACTORS OR INVITEES OR TO BUYER’S PROPERTYand/or injury to Seller's property, AND/OR INJURY TO SELLER’S PROPERTYemployees, EMPLOYEESagents, AGENTS OR CONTRACTORS WHICH MAY ARISE OUT OF BUYER’S INSPECTIONS REGARDLESS OF SELLER’S NEGLIGENCE OR OTHER FAULT (INCLUDING STRICT LIABILITY OR ANY DEFECT IN THE PREMISES)contractors, subcontractors or invitees which may arise out of Buyer's inspections, but only to the extent of Buyer's negligence or the negligence of Buyer's agents, employees, contractors, subcontractors, and/or invitees. Buyer agrees to provide to Seller, upon request, a copy of any environmental assessments, including any reports, data, and conclusionsconclusions for Buyer's operation and/or remediation of the Interests. Buyer and Seller shall keep any and all data or information acquired by agrees that all such examinations information shall be subject to the Confidentiality Agreement and results of all analysis of such data and information strictly shall be kept confidential and shall not disclose same to any person or agency without the prior written approval of the other Partybe disclosed excepted as permitted therein, unless required to do so by applicable law, or as necessary, after Closing, for Buyer's operation and/or remediation of the Interests. The foregoing obligation of confidentiality shall survive Closing or termination Closing Failure, as hereinafter defined. (b) Upon the discovery of an Environmental Condition (as hereinafter defined) by Buyer, Buyer shall immediately notify Seller in writing. Any such notice by Buyer shall include appropriate evidence and documentation to substantiate its position and shall be delivered to Seller on or before five (5) business days prior to the Closing Date. Any Environmental Condition which is not disclosed to Seller on or before five (5) business days prior to the Closing Date shall conclusively be deemed waived by Buyer for all purposes. Buyer thereafter shall be deemed to have fully inspected and accepted the Interests "as is" in their then current condition and the Interests shall be deemed to be free of Environmental Conditions except for those noticed by Buyer to Seller as provided in this Agreement without closingParagraph 10(b). As used in this paragraph 10(b), Environmental Condition is one in which Seller is not in compliance with laws, rules or regulations pertaining to health or the environment with respect to an Interest and in which a failure to comply would adversely affect the Allocated Value of such Interest. (c) Upon receipt by Seller of notice pursuant to Paragraph 10(b), either Buyer or Seller may, upon written notice delivered to the other party not later than two (2) business days of the receipt of said notice, terminate this Agreement.

Physical and Environmental Inspection. After the execution of this Agreement, subject Seller shall use commercially reasonable efforts (but in no event shall Seller be required to prior written notice make any payments or incur any other obligations to Seller, any Person) to cause Buyer and its authorized representatives shall to have physical access to the Properties that are operated by Seller, and Assets at Buyer’s 's sole cost, risk and expense, expense for the purpose of inspecting the same, conducting such tests, examination, investigations and assessments as may be reasonable and necessary or appropriate to evaluate the environmental and physical condition of the PropertyProperties and Assets. Buyer's right of access, including if any, to the identification of wetlandsProperties and Assets shall not entitle Buyer to operate equipment or conduct intrusive testing or sampling, and any such access shall be further limited by the Persons with rights to own, operate or use the Assets or the surface rights burdened thereby. For those Properties which are Buyer acknowledges that Seller may not operated by Seller, Buyer shall endeavor in good faith to obtain permission from be the operator or owner of all Assets and may not have the right or ability to conduct such inspectionsgrant Buyer access to the Assets and that Seller makes no representations or warranties as to access to the Assets by Buyer. BUYER SHALL DEFENDHOLD HARMLESS, INDEMNIFYDEFEND AND INDEMNIFY SELLER, ITS AFFILIATES, THE OTHER OWNERS OF INTERESTS IN THE PROPERTIES AND HOLD SELLER HARMLESS ALL SUCH PERSONS' DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES FROM AND AGAINST ANY AND ALL LIABILITY, CLAIMS, LOSSES, CAUSES OF ACTION, COSTS AND EXPENSES (INCLUDING COURT COSTS AND REASONABLE ATTORNEYS' FEES), INJURY TO BUYER’S 'S EMPLOYEES, AGENTS, CONTRACTORS, SUBCONTRACTORS OR INVITEES OR TO BUYER’S 'S PROPERTY, AND/OR INJURY TO SELLER’S 'S PROPERTY, EMPLOYEES, AGENTS OR CONTRACTORS WHICH MAY ARISE OUT OF OR ARE ATTRIBUTABLE TO ACCESS TO THE PROPERTIES OR BUYER’S 'S INSPECTIONS REGARDLESS OF SELLER’S THEREOF, EVEN IF CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE (WHETHER SOLE, JOINT OR OTHER FAULT (INCLUDING CONCURRENT), STRICT LIABILITY OR OTHER LEGAL FAULT OF ANY DEFECT IN THE PREMISES)INDEMNIFIED PERSON. Buyer agrees to provide to Seller, upon request, Seller a copy of any environmental assessments, including any reports, data, and conclusions. Buyer and Seller shall keep any Any and all data or information acquired by all such examinations and results of all analysis of such data and information strictly confidential and not disclose same shall be subject to any person or agency without the prior written approval terms of the other Party, unless required to do so by applicable law. The foregoing obligation of confidentiality shall survive Closing or termination of this Agreement without closingConfidentiality Agreement.