Common use of Property Records Clause in Contracts

Property Records. Within forty-five (45) days after Closing, KMG, on behalf of KMG Sub, shall deliver to W&T the originals or legible copies of the Property Records at a location designated by W&T. Any transportation, postage or delivery costs from KMG’s offices shall be at W&T’s sole cost, risk and expense. If KMG retains any original Property Records, W&T shall have the right to access and review those original Property Records (excluding such records which are subject to attorney-client privilege) during normal business hours. W&T agrees to maintain the Property Records for seven (7) years after Closing. W&T shall provide KMG and its representatives reasonable access to and the right to copy such Property Records and to the extent in W&T’s possession after Closing, any other information or documents made available for W&T’s review in the data room established by KMG in connection with the transactions contemplated hereby, for the purposes of (i) preparing and delivering any accounting provided under this Agreement and adjusting, prorating and settling the charges and credits provided in this Agreement; (ii) complying with any law, rule or regulation affecting KMG’s or KMG Sub’s interest in the Property prior to the Closing Date; (iii) preparing any audit of the books and records of any third party relating to KMG’s or KMG Sub’s interest in the Property prior to the Closing Date, or responding to any audit prepared by such third parties; (iv) preparing tax returns; (v) responding to or disputing any tax or royalty audit; or (vi) asserting, defending or otherwise dealing with any claim, lawsuit or dispute pertaining to KMG’s Retained Obligations (as defined in Section 8.4.1) or the Property or arising under this Agreement. Within the seven (7) year period referenced above, W&T shall notify KMG in writing before destroying any Property Records. If, within thirty (30) days following receipt of W&T’s notice, KMG notifies W&T that KMG desires to retain such Property Records or such other information or documents, W&T shall refrain from the destruction of such Property Records and, at KMG’s expense, deliver such Property Records to KMG. KMG agrees to use all reasonable efforts, but without any obligation to incur any cost or expense in connection therewith, to cooperate with W&T’s efforts to obtain access to files, records and data relating to the Property not provided by KMG which are in the possession of any third party operator of any of the Property.

Property Records. Within forty-five sixty (4560) days after Closing, KMG, on behalf of KMG Sub, ASSIGNOR shall deliver to W&T ASSIGNEE the originals or legible copies of the Property Records at a location designated by W&T. ASSIGNEE; provided that ASSIGNOR shall have the right, at ASSIGNOR’s option, to retain the originals of any Property Records that primarily relate to Excluded Assets and shall deliver copies to ASSIGNEE in lieu of originals thereof. Any transportation, postage or delivery costs from KMGASSIGNOR’s offices shall be at W&TASSIGNOR’s sole cost, risk and expense. If KMG ASSIGNOR retains any original Property Records, W&T ASSIGNEE shall have the right to access and review those original Property Records (excluding such records which are subject to attorney-client privilege) during normal business hours. W&T ASSIGNEE agrees to maintain the Property Records that are delivered to it by ASSIGNOR for seven (7) years after Closing (and in the event that ASSIGNOR retains any original Property Records, ASSIGNOR agrees to maintain such Property Records for seven (7) years after Closing), subject to the following provisions. W&T ASSIGNEE shall provide KMG ASSIGNOR and its representatives reasonable access to and the right to copy such the Property Records and to the extent in W&Tat ASSIGNOR’s possession after Closing, any other information or documents made available for W&T’s review in the data room established by KMG in connection with the transactions contemplated hereby, sole expense for the purposes of (ia) preparing and delivering any accounting provided under this Agreement and adjusting, prorating and settling the charges and credits provided in this Agreement; (iib) complying with any law, rule or regulation affecting KMG’s or KMG SubASSIGNOR’s interest in the Property prior to the Closing Date; (iiic) preparing any audit of the books and records of any third party relating to KMG’s or KMG SubASSIGNOR’s interest in the Property prior to the Closing Date, or responding to any audit prepared by such third parties; (ivd) preparing tax returns; (ve) responding to or disputing any tax or royalty audit; or (vif) asserting, defending or otherwise dealing with any claim, lawsuit or dispute pertaining to KMG’s Retained Obligations (as defined in Section 8.4.1) or the Property or arising under this Agreement. Within the seven (7) year period referenced above, W&T shall notify KMG in writing before destroying any Property Records. If, within thirty (30) days following receipt of W&T’s notice, KMG notifies W&T that KMG desires to retain such Property Records or such other information or documents, W&T shall refrain from the destruction of such Property Records and, at KMG’s expense, deliver such Property Records to KMG. KMG ASSIGNOR agrees to use all reasonable efforts, but without any obligation to incur any cost or expense in connection therewith, to cooperate with W&TASSIGNEE’s efforts to obtain access to files, records and data relating to the Property not provided by KMG ASSIGNOR which are in the possession of any third party operator of any of the Property.

Property Records. Within forty-five sixty (4560) days after Closing, KMG, on behalf of KMG Sub, ASSIGNOR shall deliver to W&T ASSIGNEE the originals or legible copies of the Property Records at a location designated by W&T. ASSIGNEE by a means designated by ASSIGNEE. Any transportation, postage or delivery costs from KMG’s ASSIGNOR's offices shall be at W&T’s ASSIGNEE's sole cost, risk and expense. If KMG ASSIGNOR retains any original Property Records, W&T ASSIGNEE shall have the right to access and review those original Property Records (excluding such records which are subject to attorney-client privilege) during normal business hours. W&T ASSIGNEE agrees to maintain the Property Records for seven (7) years after Closing. W&T ASSIGNEE shall provide KMG ASSIGNOR and its representatives reasonable access to and the right to copy such Property Records and to the extent in W&T’s possession after Closing, any other information or documents made available for W&T’s review in the data room established by KMG in connection with the transactions contemplated hereby, for the purposes of (ia) preparing and delivering any accounting provided under this Agreement and adjusting, prorating and settling the charges and credits provided in this Agreement; (iib) complying with any law, rule or regulation affecting KMG’s or KMG Sub’s ASSIGNOR's interest in the Property prior to the Closing Date; (iiic) preparing any audit of the books and records of any third party relating to KMG’s or KMG Sub’s ASSIGNOR's interest in the Property prior to the Closing Date, or responding to any audit prepared by such third parties; (ivd) preparing tax returns; (ve) responding to or disputing any tax or royalty audit; or (vif) asserting, defending or otherwise dealing with any claim, lawsuit or dispute pertaining to KMG’s Retained Obligations (as defined in Section 8.4.1) or the Property or arising under this Agreement. Within the If, prior to expiration of this seven (7) year period referenced aboveperiod, W&T ASSIGNEE wishes to destroy any of these Property Records, ASSIGNEE shall notify KMG ASSIGNOR in writing before destroying any such Property Records. If, within thirty (30) days following receipt of W&T’s ASSIGNEE's notice, KMG ASSIGNOR notifies W&T ASSIGNEE that KMG ASSIGNOR desires to retain such Property Records or such other information or documentsRecords, W&T ASSIGNEE shall refrain from the destruction of such Property Records and, at KMG’s ASSIGNOR's expense, deliver such Property Records to KMGASSIGNOR. KMG ASSIGNOR agrees to use all reasonable efforts, but without any obligation to incur any cost or expense in connection therewith, to cooperate with W&T’s ASSIGNEE's efforts to obtain access to files, records and data relating to the Property not provided by KMG ASSIGNOR which are in the possession of any third party operator of any of the Property.