Common use of Property Records Clause in Contracts

Property Records. Within sixty (60) days after Closing, ASSIGNOR shall deliver to ASSIGNEE the originals of the Property Records at a location designated by 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 ASSIGNOR’s offices shall be at ASSIGNOR’s sole cost, risk and expense. If ASSIGNOR retains any original Property Records, ASSIGNEE shall have the right to access and review those original Property Records during normal business hours. 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. ASSIGNEE shall provide ASSIGNOR and its representatives reasonable access to and the right to copy the Property Records at ASSIGNOR’s sole expense for the purposes of (a) preparing and delivering any accounting provided under this Agreement and adjusting, prorating and settling the charges and credits provided in this Agreement; (b) complying with any law, rule or regulation affecting ASSIGNOR’s interest in the Property prior to the Closing Date; (c) preparing any audit of the books and records of any third party relating to ASSIGNOR’s interest in the Property prior to the Closing Date, or responding to any audit prepared by such third parties; (d) preparing tax returns; (e) responding to or disputing any tax audit; or (f) asserting, defending or otherwise dealing with any claim, lawsuit or dispute pertaining to the Property or arising under this Agreement. ASSIGNOR agrees to use all reasonable efforts, but without any obligation to incur any cost or expense in connection therewith, to cooperate with ASSIGNEE’s efforts to obtain access to files, records and data relating to the Property not provided by ASSIGNOR which are in the possession of any third party operator of any of the Property.

Property Records. Within sixty forty-five (6045) days after Closing, ASSIGNOR KMG, on behalf of KMG Sub, shall deliver to ASSIGNEE W&T the originals or legible copies of the Property Records at a location designated by 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. W&T. Any transportation, postage or delivery costs from ASSIGNORKMG’s offices shall be at ASSIGNORW&T’s sole cost, risk and expense. If ASSIGNOR KMG retains any original Property Records, ASSIGNEE 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. ASSIGNEE W&T 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. ASSIGNEE W&T shall provide ASSIGNOR KMG and its representatives reasonable access to and the right to copy the such Property Records at ASSIGNORand to the extent in W&T’s sole expense 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 (ai) preparing and delivering any accounting provided under this Agreement and adjusting, prorating and settling the charges and credits provided in this Agreement; (bii) complying with any law, rule or regulation affecting ASSIGNORKMG’s or KMG Sub’s interest in the Property prior to the Closing Date; (ciii) preparing any audit of the books and records of any third party relating to ASSIGNORKMG’s or KMG Sub’s interest in the Property prior to the Closing Date, or responding to any audit prepared by such third parties; (div) preparing tax returns; (ev) responding to or disputing any tax or royalty audit; or (fvi) 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. ASSIGNOR 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 ASSIGNEEW&T’s efforts to obtain access to files, records and data relating to the Property not provided by ASSIGNOR KMG which are in the possession of any third party operator of any of the Property.

Property Records. Within sixty (60) days after Closing, ASSIGNOR shall deliver to ASSIGNEE the originals or legible copies of the Property Records at a location designated by ASSIGNEE by a means designated by 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 ASSIGNOR’s 's offices shall be at ASSIGNOR’s ASSIGNEE's sole cost, risk and expense. If ASSIGNOR retains any original Property Records, ASSIGNEE shall have the right to access and review those original Property Records during normal business hours. 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. ASSIGNEE shall provide ASSIGNOR and its representatives reasonable access to and the right to copy the such Property Records at ASSIGNOR’s sole expense for the purposes of (a) preparing and delivering any accounting provided under this Agreement and adjusting, prorating and settling the charges and credits provided in this Agreement; (b) complying with any law, rule or regulation affecting ASSIGNOR’s 's interest in the Property prior to the Closing Date; (c) preparing any audit of the books and records of any third party relating to ASSIGNOR’s 's interest in the Property prior to the Closing Date, or responding to any audit prepared by such third parties; (d) preparing tax returns; (e) responding to or disputing any tax audit; or (f) asserting, defending or otherwise dealing with any claim, lawsuit or dispute pertaining to the Property or arising under this Agreement. If, prior to expiration of this seven (7) year period, ASSIGNEE wishes to destroy any of these Property Records, ASSIGNEE shall notify ASSIGNOR in writing before destroying such Property Records. If, within thirty (30) days following receipt of ASSIGNEE's notice, ASSIGNOR notifies ASSIGNEE that ASSIGNOR desires to retain such Property Records, ASSIGNEE shall refrain from the destruction of such Property Records and, at ASSIGNOR's expense, deliver such Property Records to ASSIGNOR. ASSIGNOR agrees to use all reasonable efforts, but without any obligation to incur any cost or expense in connection therewith, to cooperate with ASSIGNEE’s 's efforts to obtain access to files, records and data relating to the Property not provided by ASSIGNOR which are in the possession of any third party operator of any of the Property.