Common use of Transfer of Files Clause in Contracts

Transfer of Files. Seller will for thirty (30) Business Days after Closing, make available for copying, at Buyer’s expense, all of Seller’s lease files, abstracts and title opinions, division order files, production records, well files, accounting records (but not including general financial accounting or tax accounting records, and records related to transactions prior to the Effective Date), and other similar files and records which directly relate to the Properties being purchased and sold at such Closing (all such files to be provided shall not include those which Seller reasonably considers to be proprietary or confidential to it or which Seller cannot provide to Buyer without, in its reasonable opinion, breaching, or risking a breach of, agreements with other parties, or waiving, or risking waiving, legal privilege). However, as to those files and records for which Seller reasonably believes legal privilege may be lost or waived if provided or transferred to Buyer or which Seller reasonably believes is prohibited from providing or transferring to Buyer, Seller shall make reasonable good faith efforts to obtain permission to provide such files or records to Buyer without waiving any such privilege or breaching any such agreement within twenty days after execution of this Agreement by all parties, provided Seller is only obligated to cause its employees to expend a reasonable amount of time in an effort to obtain such permission and shall not be obligated to incur any costs or expenses to obtain such permission other than the salaries of such employees. Seller may, at its election, make and retain copies of any or all such files. Buyer shall preserve all files so delivered by Seller for a period of five years following Closing and will allow Seller access (including, without limitation, the right to make copies at Seller’s expense) to such files at all reasonable times; however, Buyer shall have the right to exclude Seller’s access to any portion of any such files created, generated, or assembled by Buyer.

Appears in 2 contracts

Samples: Agreement of Sale and Purchase, Agreement of Sale and Purchase (Halcon Resources Corp)

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Transfer of Files. Each Seller will for thirty ten (3010) Business Days (a) after Closing, make available for copying, at Buyer’s expense, copying all of such Seller’s lease files, abstracts and title opinions, division order files, production records, well files, accounting records (but not including general financial accounting or tax accounting records, and records related to transactions prior to the Effective Date), and other similar files and records which directly relate to the Properties being purchased and sold at such Closing and (b) use its best efforts to deliver to Buyer, at Buyer’s expense and Buyer’s choice of delivery method and courier, and within ten (10) days after Closing, all of such Seller’s division order, production records, well files, and accounting records pertaining solely to the Xxxxx (all such files to be provided by subsections (a) and (b) shall not include those which such Seller reasonably considers to be proprietary or confidential to it or which such Seller cannot provide to Buyer without, in its reasonable opinion, breaching, or risking a breach of, agreements with other parties, or waiving, or risking waiving, legal privilege). However, as to those files and records for which such Seller reasonably believes legal privilege may be lost or waived if provided or transferred to Buyer or which such Seller reasonably believes is prohibited from providing or transferring to Buyer, such Seller shall make reasonable good faith efforts to obtain permission to provide such files or records to Buyer without waiving any such privilege or breaching any such agreement within twenty days after execution of this Agreement by all parties, provided a Seller is only obligated to cause its employees to expend expand a reasonable amount of time in an effort to obtain such permission and shall not be obligated to incur any costs or expenses to obtain such permission other than the salaries of such employees. Any Seller may, at its election, make and retain copies of any or all such files. Buyer shall preserve all files so delivered by Seller Sellers for a period of five years following Closing and will allow Seller access (including, without limitation, the right to make copies at Seller’s expense) to such files at all reasonable times; however, Buyer shall have the right to exclude Seller’s access to any portion of any such files created, generated, or assembled by Buyer.

Appears in 1 contract

Samples: Agreement of Sale and Purchase (Ultra Petroleum Corp)

Transfer of Files. Seller will for thirty (30) Business Days after Closing, make available for copyinguse its best efforts to deliver to Buyer, at Buyer’s expense, and within 30 days after the later of Seller relinquishing operations or the termination of the Transition Agreement, all of Seller’s lease files, abstracts and title opinions, division order files, production records, well files, seismic, geological, geophysical and other similar data comprising a part of the Property, accounting records (but not including general financial accounting or tax accounting records, and records related to transactions prior to the Effective Date), and other similar files and records which directly relate to the Properties being purchased and sold at such Closing (all such files to be provided shall not include Properties, other than those which Seller reasonably considers to be proprietary or confidential to it or which Seller cannot provide to Buyer without, in its reasonable opinion, breaching, or risking a breach of, agreements with other parties, or waiving, or risking waiving, legal privilege). However, as Seller shall not be obligated to those files and provide Buyer with access to or to transfer that portion of any records or data for which Seller reasonably believes legal privilege may be lost or waived if provided or transferred to Buyer or which Seller reasonably believes it is prohibited from providing to Buyer. However, as to those documents or transferring files which Seller reasonably believes it is prohibited from providing to Buyer, Seller shall make reasonable good faith efforts to obtain permission to provide such files records or records data to Buyer without waiving any such privilege or breaching any such agreement within twenty days one week after execution of this Agreement by all partiesAgreement, provided that Seller is shall only be obligated to cause its employees to expend a reasonable amount of time in an effort to obtain such permission and Seller shall not be obligated to incur any costs or expenses to obtain such permission other than the salaries of such employees. Seller may, at its election, make and retain copies of any or all such files. Buyer shall preserve all files so delivered by Seller for of a period of five 2 years following Closing and will allow Seller access (including, without limitation, the right to make copies at Seller’s expense) to such files at all reasonable times; however, Buyer shall have the right to exclude Seller’s access to any portion of any such files created, generated, or assembled by Buyer.

Appears in 1 contract

Samples: Agreement of Sale and Purchase (Whiting Petroleum Corp)

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Transfer of Files. Seller will for thirty (30) Business Days after Closing, make available for copyinguse its best efforts to deliver to Buyer, at Buyer’s expense, and within ten (10) days after Closing, all files, records, and data relating to the Properties, including, without limitation, the following, if and to the extent that such files exist: all books, records, reports, manuals, files, title documents (including correspondence and curative), records of Seller’s production and maintenance, revenue, sales, expenses, warranties, lease files, abstracts and title opinionsland files, well files, division order files, production abstracts, title opinions, assignments, reports, property records, well contract files, operations files, copies of tax and accounting records (but not including general financial accounting or excluding Federal and state income tax accounting returns and records) and files, maps, core data, hydrocarbon analysis, well logs, mud logs, and records related to transactions prior to the Effective Date)field studies, together with other files, contracts, and other similar files records and records which directly relate data and maps including any interpretations, analyses and reports related thereto, but excluding from the foregoing (a) Privileged Information, (b) Confidential Information, (c) the Seller Party Documents, or (d) to the Properties being purchased and sold at extent such Closing (all such files disclosure or transfer is subjected to be provided shall payment of a fee or other consideration, for which Buyer has not include those which Seller reasonably considers agreed in writing to be proprietary pay the fee or confidential to it or which Seller cannot provide to Buyer without, in its reasonable opinion, breaching, or risking a breach of, agreements with other parties, or waiving, or risking waiving, legal privilege). Howeverconsideration, as applicable. As to those files and records for which Seller reasonably believes legal privilege may be lost or waived if provided or transferred to Buyer or which Seller reasonably believes is prohibited from providing or transferring to Buyercontaining Confidential Information, Seller shall make a commercially reasonable good faith efforts effort to obtain permission to provide such files or records to Buyer without waiving any such legal privilege or breaching any such agreement within twenty five (5) days after execution of this Agreement by all partiesthe Closing, provided Seller is only obligated to cause its employees those responsible for the files to expend a reasonable amount of time in an effort to obtain such permission and Seller shall not be obligated to incur any costs or expenses to obtain such permission other than the salaries of such employees; provided, however, that in no event shall Seller have any obligations with respect to Privileged Information or the Seller Party Documents. Seller may, at its election, make and retain copies of any or all such files. Buyer shall preserve all files so delivered by Seller for a period of five (5) years following Closing and will allow Seller access (including, without limitation, the right to make copies at Seller’s expense) to such files at all reasonable times; however, Buyer shall have the right to exclude Seller’s access to any portion of any such files created, generated, or assembled by Buyer.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Resolute Energy Corp)

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