Common use of Title Due Diligence Examination Clause in Contracts

Title Due Diligence Examination. (a) From the date of this Agreement until 5:00 p.m. (local time in Houston, Texas) seven Business Days prior to the Closing Date (the “Examination Period”), Sellers shall afford to Buyer and its authorized representatives reasonable access during normal business hours and in a manner so as to not unduly interfere with the normal business operations of the Sellers to the office, personnel and books and records of Sellers in order for Buyer to conduct a title examination as it may in its sole discretion choose to conduct with respect to the Oil and Gas Properties in order to determine whether Title Defects (as defined below) exist (“Buyer’s Title Review”). Such books and records shall include all title opinions, title files, ownership maps, lease files, assignments, division orders, operating records and agreements, well files, financial and accounting records, geological, geophysical and engineering records, in each case insofar as same may now be in existence and in the possession of Sellers, excluding, however, any information that Sellers are prohibited from disclosing by bona fide, third party confidentiality restrictions; provided, that if requested by Buyer, Sellers shall use their Reasonable Best Efforts to obtain a waiver of any such restrictions in favor of Buyer. The cost and expense of Buyer’s Title Review, if any, shall be borne solely by Buyer.

Appears in 2 contracts

Samples: Asset Purchase and Sale Agreement (Linn Energy, LLC), Asset Purchase and Sale Agreement (Linn Energy, LLC)

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Title Due Diligence Examination. (a) From the date of this Agreement until 5:00 p.m. (local time in Houston, Texas) seven five Business Days prior to the Closing Date (the "Examination Period"), Sellers Seller shall afford to Buyer and its authorized representatives reasonable access during normal business hours and in a manner so as to not unduly interfere with the normal business operations of the Sellers to the office, personnel and books and records of Sellers Seller in order for Buyer to conduct a title examination as it may in its sole discretion choose to conduct with respect to the Oil and Gas Properties in order to determine whether Title Defects (as defined below) exist ("Buyer’s 's Title Review"). Such books and records shall include all abstracts of title, title opinions, title files, ownership maps, lease files, assignments, division orders, operating records and agreements, well files, financial and accounting records, geological, geophysical and engineering records, in each case insofar as same may now be in existence and in the possession of SellersSeller, excluding, however, any information that Sellers are Seller is prohibited from disclosing by bona fide, third party confidentiality restrictions; provided, that if requested by Buyer, Sellers Seller shall use their its Reasonable Best Efforts to obtain a waiver of any such restrictions in favor of Buyer. The cost and expense of Buyer’s 's Title Review, if any, shall be borne solely by Buyer.

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (EV Energy Partners, LP)

Title Due Diligence Examination. (a) From the date of this Agreement until Until 5:00 p.m. (local time in HoustonDenver, TexasColorado) seven Business Days prior to on the Closing date that is forty-five (45) calendar days after the Execution Date (the “Examination Period”), Sellers Seller shall afford to Buyer Purchaser and its authorized representatives Representatives reasonable access access, during normal business hours and in a manner so as to not unduly interfere with the normal business operations of the Sellers hours, to the office, personnel and books and records of Sellers in order Seller to the extent reasonably necessary for Buyer Purchaser to conduct a title examination (as it may in its sole discretion choose to conduct with respect to the Oil and Gas Properties in order to determine whether Title Defects (as defined belowProperties) exist (“BuyerPurchaser’s Title Review”); provided, however, that such title examination shall be upon reasonable notice to Seller and shall not unreasonably disrupt the personnel or operations of Seller or impede the efforts of Seller to comply with its other obligations under this Agreement. Such books and records shall include all abstracts of title, title opinions, title files, ownership maps, lease files, assignments, division orders, ownership reports, operating records and agreements, well files, financial and accounting recordsrecords (including revenue and cost decks), geological, geophysical and engineering recordsrecords (each in accordance with any applicable license agreements), and any other documents or information reasonably requested by Purchaser, in each case insofar as same such books and records may now be in existence and in the possession of SellersSeller, excluding, however, any information books and records that Sellers are Seller is prohibited by Applicable Law or Third-Party confidentiality restrictions from disclosing by bona fide, third party confidentiality restrictions; provided, that if requested by Buyer, Sellers shall use their Reasonable Best Efforts to obtain a waiver of any such restrictions in favor of Buyer. The cost and expense of Buyer’s Title Review, if any, shall be borne solely by Buyerdisclosing.

Appears in 1 contract

Samples: Asset Purchase Agreement (Prairie Operating Co.)

Title Due Diligence Examination. (a) From the date of this Agreement until 5:00 p.m. (local time in Houston, Texas) seven Business Days prior to the Closing Date on October 1, 2007 (the "Examination Period"), Sellers Seller shall afford to Buyer and its authorized representatives reasonable access during normal business hours and in a manner so as to not unduly interfere with the normal business operations of the Sellers to the office, personnel and books and records Records of Sellers Seller in order for Buyer to conduct a title examination as it may in its sole discretion choose to conduct with respect to the Oil and Gas Properties in order to determine whether Title Defects (as defined below) exist ("Buyer’s 's Title Review"). Such books and records Records shall include all abstracts of title, title opinions, title files, ownership maps, lease files, assignments, division orders, operating records and agreements, well files, financial and accounting records, geological, geophysical and engineering records, in each case insofar as same may now be in existence and in the possession of SellersSeller, excluding, however, any information that Sellers are Seller is prohibited from disclosing by bona fide, third party confidentiality restrictions; provided, that if requested by Buyer, Sellers Seller shall use their its Reasonable Best Efforts to obtain a waiver of any such restrictions in favor of Buyer. The cost and expense of Buyer’s 's Title Review, if any, shall be borne solely by Buyer.

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Swift Energy Co)

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Title Due Diligence Examination. (a) From the date of this Agreement until 5:00 p.m. (local time in Houston, Texas) seven five (5) Business Days prior to the Closing Date (the “Examination Period”), Sellers shall afford to Buyer and its authorized representatives reasonable access during normal business hours and in a manner so as to not unduly interfere with the normal business operations of the Sellers to the office, personnel and books and records of Sellers in order for Buyer to conduct a title examination as it may in its sole discretion choose to conduct with respect to the Oil and Gas Properties in order to determine whether Title Defects (as defined below) exist (“Buyer’s Title Review”). Such books and records shall include all title opinions, title files, ownership maps, lease files, assignments, division orders, operating records and agreements, well files, financial and accounting records, geological, geophysical and engineering records, in each case insofar as same may now be in existence and in the possession of Sellers, excluding, however, any information that Sellers are prohibited from disclosing by bona fide, third party confidentiality restrictions; provided, that if requested by Buyer, Sellers shall use their Reasonable Best Efforts to obtain a waiver of any such restrictions in favor of Buyer. The cost and expense of Buyer’s Title Review, if any, shall be borne solely by Buyer.

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Linn Energy, LLC)

Title Due Diligence Examination. (a) From the date of this Agreement until 5:00 p.m. (local time in HoustonMidland, Texas) seven Business Days prior to on the date that is 90 days after the Closing Date (the “Examination Period”), Sellers shall afford to Buyer and its authorized representatives reasonable access during normal business hours and in a manner so as to not unduly interfere with the normal business operations of the Sellers to the office, personnel and books and records of Sellers Sellers, including the right to make copies of such books and records, in order for Buyer to conduct a title examination as it may in its sole discretion choose to conduct with respect to the Oil and Gas Properties in order to determine whether Title Defects (as defined belowbelow defined) exist (“Buyer’s Title Review”). Such books and records shall include all abstracts of title, title opinions, title files, ownership maps, lease files, assignments, division orders, operating records and agreements, well files, financial and accounting records, geological, geophysical and engineering records, in each case insofar as same may now be in existence and in the possession of Sellers, excluding, however, any information that Sellers are prohibited from disclosing by bona fide, third third-party confidentiality restrictions; provided, that if requested by however, that, at Buyer’s request, Sellers shall use their Reasonable Best Efforts to obtain a waiver request waivers of any such restrictions in favor of Buyerconfidentiality restrictions. The cost and expense of Buyer’s Title Review, if any, shall be borne solely by Buyer.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Doral Energy Corp.)

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