Common use of Access and Reports Clause in Contracts

Access and Reports. (a) Subject to applicable Law, upon receipt of written notice from Buyer of any such activities no less than two (2) Business Days in advance, the Sellers shall (and shall cause their Affiliates to) afford Buyer’s authorized representatives reasonable access, during normal business hours until the date that is five (5) Business Days prior to the scheduled Closing Date, to its employees occupying a manager-level or director-level position or above, properties, books, and all Contract, land, lease, and operational records, and, during such period, the Sellers shall furnish promptly to Buyer all information the Sellers may have concerning the Assets as may reasonably be requested; provided, however, such access shall not interfere with the ordinary conduct of business or the operation of the Assets and, unless the Company provides written consent otherwise, at all times during such access, Buyer’s authorized representatives shall be accompanied by at least one executive representative of the Company. All requests for information made pursuant to this Section 7.1 shall be submitted in accordance with Section 14.5. All such information shall be governed by the terms of the Confidentiality Agreement. (b) From and after the execution of this Agreement until the date that is five (5) Business Days prior to the scheduled Closing Date, Buyer shall have the right, at its sole cost, risk, liability, and expense, to conduct a Phase I Environmental Site Assessment of the Assets operated by the Sellers. During the Sellers’ regular hours of business and after providing the Company with written notice of any such activities no less than two (2) Business Days in advance (which written notice shall include the written permission of the operator (if other than a Seller) and any other third party whose permission is legally required, which the Sellers shall reasonably cooperate with Buyer in securing), Buyer and its authorized representatives shall be permitted to enter upon the Assets, inspect the same, review all of the Sellers’ files and records (other than those for which the Sellers have an attorney-client privilege, excluding title opinions) relating to the Assets, and generally conduct visual, non-invasive tests, examinations, and investigations; provided, however, that such entry shall not interfere with the ordinary conduct of business or operation of the Assets and, unless the Company provides written consent otherwise, at all times during such entry, Buyer’s authorized representatives shall be accompanied by at least one representative of the Company. No sampling or other invasive inspections of the oil and gas Assets may be conducted without the Company’s prior written consent, which consent may be withheld in the Company’s sole discretion. The Sellers will have the right, which they may exercise in their sole discretion, to (i) observe such investigation, and (ii) promptly receive a copy of all results, analyses, reports, and reviews, except for such information for which Buyer has an attorney-client privilege. All information obtained or reviewed by Buyer shall be maintained confidential by Buyer and shall be governed by the terms of the Confidentiality Agreement. (c) This Section 7.1 shall not require the Sellers to permit any access to, or to disclose (i) any information that, in the reasonable, good faith judgment (after consultation with counsel, which may be inhouse counsel) of the Sellers, is reasonably likely to result in any violation of any applicable Law or Order or any Contract to which a Seller is a party or cause any privilege (including attorney-client privilege, except with respect to title opinions) that a Seller would be entitled to assert to be undermined with respect to such information and such undermining of such privilege could in the Sellers’ good faith judgment (after consultation with counsel, which may be in-house counsel) adversely affect in any material respect the Sellers’ position in any pending or, what the Sellers believes in good faith (after consultation with counsel, which may be in-house counsel) could be, future litigation or (ii) if the Sellers, on the one hand, and Buyer or any of its Affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto; provided, that, in the case of clause (i), the Parties shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so (A) would not (in the good faith belief of the Sellers (after consultation with counsel, which may be in-house counsel)) be reasonably likely to result in the violation of any such applicable Law or Order or Contract or be reasonably likely to cause such privilege to be undermined with respect to such information or (B) could reasonably (in the good faith belief of the Sellers (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee representatives of Buyer could be provided access to such information. (d) The information provided pursuant to this Section 7.1 shall be used solely for the purpose of the transactions contemplated by this Agreement, and such information shall be kept confidential by Buyer and the Sellers in accordance with, and Buyer and the Sellers shall otherwise abide by and be subject to the terms and conditions of, the Confidentiality Agreement. (e) BUYER HEREBY AGREES TO DEFEND, RELEASE, INDEMNIFY AND HOLD HARMLESS THE SELLER PARTIES FROM AND AGAINST ANY AND ALL CLAIMS THAT MAY BE ASSERTED AGAINST ANY SELLER PARTY BASED UPON INJURY TO PERSON, INCLUDING DEATH, OR TO PROPERTY, ARISING IN ANY MANNER WHATSOEVER FROM ANY INSPECTION BY ANY BUYER PARTY OF THE ASSETS AND ACCESS BY ANY BUYER PARTY TO THE ASSETS PRIOR TO THE CLOSING DATE, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF ANY SELLER PARTY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A SELLER PARTY.

Access and Reports. (a) Subject to applicable LawLegal Requirements, upon receipt of written notice from Buyer of any such activities no less than two (2) Business Days in advance, the Sellers Seller shall (and shall cause their Affiliates to) afford Buyer’s authorized representatives Representatives reasonable access, during normal business hours until the date that is five (5) Business Days prior to the scheduled Closing Date, to its employees occupying a manager-level or director-level position or aboveemployees, properties, books, Contracts and all Contract, land, lease, and operational recordsRecords, and, during such period, the Sellers Seller shall furnish promptly to Buyer all information the Sellers may have reasonably requested by Buyer concerning the Purchased Assets as may soon as reasonably be requestedpracticable; provided, however, such access shall not interfere with the ordinary conduct of business or the operation of the Purchased Assets and, unless the Company Seller provides written consent otherwise, at all times during such access, Buyer▇▇▇▇▇’s authorized representatives Representatives shall be accompanied by at least one executive representative Representative of the CompanySeller. All requests for information made pursuant to this Section 7.1 shall be submitted in accordance with Section 14.513.4. All such information shall be governed by the terms of the Confidentiality Agreement. No investigation pursuant to this Section 7.1 or by Buyer or its Representatives at any time prior to or following the date hereof shall affect or be deemed to modify any representation or warranty made by Seller herein. (b) From and after the execution of this Agreement until the date that is five (5) Business Days prior to the scheduled Closing Date, Buyer shall have the right, at its sole cost, risk, liability, and expense, to conduct a Phase I Environmental Site Assessment of the Assets operated by the Sellers. During the Sellers’ regular hours of business and after providing the Company with written notice of any such activities no less than two (2) Business Days in advance (which written notice shall include the written permission of the operator (if other than a Seller) and any other third party whose permission is legally required, which the Sellers shall reasonably cooperate with Buyer in securing), Buyer and its authorized representatives shall be permitted to enter upon the Assets, inspect the same, review all of the Sellers’ files and records (other than those for which the Sellers have an attorney-client privilege, excluding title opinions) relating to the Assets, and generally conduct visual, non-invasive tests, examinations, and investigations; provided, however, that such entry shall not interfere with the ordinary conduct of business or operation of the Assets and, unless the Company provides written consent otherwise, at all times during such entry, Buyer’s authorized representatives shall be accompanied by at least one representative of the Company. No sampling or other invasive inspections of the oil and gas Assets may be conducted without the Company’s prior written consent, which consent may be withheld in the Company’s sole discretion. The Sellers will have the right, which they may exercise in their sole discretion, to (i) observe such investigation, and (ii) promptly receive a copy of all results, analyses, reports, and reviews, except for such information for which Buyer has an attorney-client privilege. All information obtained or reviewed by Buyer shall be maintained confidential by Buyer and shall be governed by the terms of the Confidentiality Agreement. (c) This Section 7.1 shall not require the Sellers Seller to permit any access to, or to disclose (i) any information that, in the reasonable, good faith judgment (after consultation with counsel, which may be inhouse counsel) of the SellersSeller, is reasonably likely to result in any violation of any applicable Law or Order Legal Requirement or any Contract to which a Seller is a party or cause any privilege (including attorney-client privilege, except with respect to title opinions) that a Seller would be entitled to assert to be undermined with respect to such information and such undermining of such privilege could in the Sellers’ Seller’s good faith judgment (after consultation with counsel, which may be in-house counsel) adversely affect in any material respect the Sellers’ Seller’s position in any pending or, what the Sellers Seller believes in good faith (after consultation with counsel, which may be in-house counsel) could be, future litigation or (ii) if the SellersSeller, on the one hand, and Buyer or any of its Affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto; provided, that, in the case of clause (i), the Parties shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so (A) would not (in the good faith belief of the Sellers (Seller after consultation with counsel, which may be in-house counsel)) be reasonably likely to result in the violation of any such applicable Law or Order Legal Requirement or Contract or be reasonably likely to cause such privilege to be undermined with respect to such information or (B) could reasonably (in the good faith belief of the Sellers (Seller after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee representatives Representatives of Buyer could be provided access to such information. (dc) The information provided pursuant to this Section 7.1 shall be used solely for the purpose of the transactions contemplated by this Agreement, and such information shall be kept confidential by Buyer and the Sellers Seller in accordance with, and Buyer and the Sellers Seller shall otherwise abide by and be subject to the terms and conditions of, the Confidentiality Agreement. (ed) BUYER HEREBY ▇▇▇▇▇ ▇▇▇▇▇▇ AGREES TO DEFEND, RELEASE, INDEMNIFY AND HOLD HARMLESS THE SELLER PARTIES FROM AND AGAINST ANY AND ALL CLAIMS LIABILITIES THAT MAY BE ASSERTED AGAINST ANY SELLER PARTY PARTY, BASED UPON INJURY TO PERSON, INCLUDING DEATH, OR TO PROPERTY, ARISING IN ANY MANNER WHATSOEVER FROM ANY INSPECTION BY ANY BUYER PARTY OF THE ASSETS AND ACCESS BY ANY BUYER PARTY TO THE ASSETS PRIOR TO THE CLOSING DATE, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF ANY SELLER PARTY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A SELLER PARTY.EXTENT

Access and Reports. (a) Subject to applicable LawLegal Requirements, upon receipt of written notice from Buyer of any such activities no less than two (2) Business Days in advance, the Sellers shall use commercially reasonable efforts (and shall cause their Affiliates its Subsidiaries to) to afford Buyer’s officers and other authorized representatives Representatives reasonable access, during normal business hours until through the date that is five (5) Business Days prior to the scheduled Closing Date, to its employees occupying a manager-level or director-level position or aboveSellers’ employees, customers, suppliers, properties, books, Contracts and all Contract, land, lease, and operational recordsRecords, and, during such period, the Sellers shall use commercially reasonable efforts to furnish promptly to Buyer all information the Sellers may have concerning the Assets as may reasonably be requested; provided, however, provided that such access shall not interfere with the ordinary conduct of business or the operation of the Assets andAssets, unless the Company provides written consent otherwise, and at all times during such access, Buyer’s authorized representatives Representatives shall be accompanied by at least one executive representative (1) Representative of the CompanySellers. All requests for information made pursuant to this Section 7.1 6.1 shall be submitted in accordance with Section 14.512.4. All such information shall be governed by the terms of the (and shall be considered “Information” under and as defined in) Confidentiality AgreementAgreements. (b) From Subject to applicable Legal Requirements and the proviso to Section 6.1(a) above, from and after the execution of this Agreement Execution Date until the date that is five (5) Business Days prior to the scheduled Closing Date, Buyer shall have the right, at its sole cost, risk, liability, liability and expense, to conduct a Phase I Environmental Site Assessment of the Assets operated by the SellersAssets. During the Sellers’ Company’s regular hours of business and after providing the Company with written notice of any such activities no less than two (2) Business Days in advance (which written notice shall include the written permission of the operator (if other than a Seller) and any other third party whose permission is legally required, which the Sellers shall reasonably cooperate with Buyer in securingattempting to secure), Buyer and its authorized representatives Representatives shall be permitted to enter upon the AssetsProperties, inspect the sameAssets, review all of the Sellers’ ' files and records (other than those for which the Sellers have Seller has an attorney-client privilege, excluding title opinions) relating to the Assets, and generally conduct visual, non-invasive tests, examinations, examinations and investigations; provided, however, . Buyer acknowledges and agrees that such entry shall not interfere with the ordinary conduct of business or operation of the Assets and, unless the Company provides written consent otherwise, at all times during such entry, Buyer’s authorized representatives shall be accompanied by at least one representative of the Company. No sampling or other invasive inspections of the oil and gas Assets may not be conducted without under any circumstances and are not contemplated as part of the Company’s prior written consent, which consent may be withheld in environmental diligence for the Company’s sole discretiontransactions contemplated by this Agreement. The Sellers will have the right, which they may exercise in at their sole discretion, to (i) observe such investigationtests, examinations, and investigations and (ii) promptly receive a copy of all results, analyses, reports, and reviews, except all Phase I reports prepared for such information for which Buyer has an attorney-client privilegeBuyer. All information obtained or reviewed by Buyer shall be maintained confidential by Buyer and shall be governed by the terms of the (and shall be considered “Information” under and as defined in) Confidentiality AgreementAgreements. (c) This Section 7.1 6.1 shall not require the Sellers to permit any access to, or to disclose (i) any information that, in the reasonable, good faith judgment (after consultation with counsel, which may be inhouse in-house counsel) of the SellersCompany, is reasonably likely to result in any violation of any applicable Law or Order Legal Requirement or any Contract to which a the Company or any other Seller is a party or cause any privilege (including attorney-client privilege, except with respect to title opinions) that a Seller would be entitled to assert to be undermined with respect to such information and such undermining of such privilege could could, in the Sellers’ Company’s good faith judgment (after consultation with counsel, which may be in-house counsel) ), adversely affect in any material respect the Sellers’ a Seller’s position in any pending or, what the Sellers Company believes in good faith (after consultation with counsel, which may be in-house counsel) could be, future litigation or (ii) if the SellersCompany or any other Seller, on the one hand, and Buyer or any of its Affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto; provided, provided that, in the case of clause (i), the Parties shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so (A) would not (in the good faith belief of the Sellers Company (after consultation with counsel, which may be in-house counsel)) be reasonably likely to result in the violation of any such applicable Law or Order Legal Requirement or Contract or be reasonably likely to cause such privilege to be undermined with respect to such information or (B) could reasonably (in the good faith belief of the Sellers Company (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee representatives Representatives of Buyer could be provided access to such information. (d) The information provided pursuant to this Section 7.1 6.1 shall be used solely for the purpose of the transactions contemplated by this Agreement, and such information shall be kept confidential by Buyer and the Sellers in accordance withwith (and shall constitute “Information” under and as defined in), and Buyer and the Sellers shall otherwise abide by and be subject to the terms and conditions of, the Confidentiality AgreementAgreements. (e) BUYER HEREBY AGREES TO SHALL DEFEND, RELEASE, INDEMNIFY AND HOLD HARMLESS THE EACH SELLER PARTIES AND EACH OF ITS PARTY AFFILIATES FROM AND AGAINST ANY AND ALL CLAIMS LIABILITIES THAT ANY BUYER PARTY MAY BE ASSERTED ASSERT AGAINST ANY SELLER OR ANY OF ITS PARTY AFFILIATES, BASED UPON INJURY TO PERSON, INCLUDING DEATH, OR TO PROPERTY, ARISING IN ANY MANNER WHATSOEVER FROM ANY INSPECTION BY ANY BUYER PARTY OF THE ASSETS AND ACCESS BY ANY BUYER PARTY TO THE ASSETS PRIOR TO THE CLOSING DATE, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF ANY SELLER PARTYOR ANY OF ITS PARTY AFFILIATES, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A ANY SELLER PARTYOR ANY OF ITS PARTY AFFILIATES OR REPRESENTATIVES.

Access and Reports. (a) Subject to applicable LawLegal Requirements, upon receipt of written notice from Buyer of any such activities no less than two (2) Business Days in advance, the Sellers shall (and shall cause their Affiliates Subsidiaries to) afford Buyer’s authorized representatives Representatives reasonable access, during normal business hours until the date that is five (5) Business Days prior to the scheduled Closing Date, to its employees occupying a manager-level or director-level position or aboveemployees, properties, books, Contracts and all Contract, land, lease, and operational recordsRecords, and, during such period, the Sellers shall furnish promptly to Buyer all information the Sellers may have concerning the Oil and Gas Assets as may reasonably be requested; provided, however, such access shall not interfere with the ordinary conduct of business or the operation of the Oil and Gas Assets and, unless the Company provides written consent otherwise, and at all times during such access, Buyer’s authorized representatives Representatives shall be accompanied by at least one executive representative Representative of the CompanySellers. All requests for information made pursuant to this Section 7.1 shall be submitted in accordance with Section 14.513.4. All such information shall be governed by the terms of the Confidentiality Agreement. No investigation pursuant to this Section 7.1 or by Buyer or its Representatives at any time prior to or following the date hereof shall affect or be deemed to modify any representation or warranty made by the Sellers herein. (b) From and after the execution of this Agreement until the date that is five (5) Business Days prior to the scheduled Closing Date, Buyer shall have the right, at its sole cost, risk, liability, and expense, to conduct a Phase I Environmental Site Assessment of the Assets operated by the SellersOil and Gas Assets. During the Sellers’ Company’s regular hours of business and after providing the Company with written notice of any such activities no less than two (2) Business Days in advance (which written notice shall include the written permission of the operator (if other than a Seller) and any other third party whose permission is legally required, which the Sellers Seller shall reasonably cooperate with Buyer in securing), Buyer and its authorized representatives Representatives shall be permitted to enter upon the Oil and Gas Assets, inspect the same, review all of the Sellers’ files and records (other than those for which the Sellers have any Seller has an attorney-client privilege, excluding title opinions) relating to the Oil and Gas Assets, and generally conduct visual, non-invasive tests, examinations, and investigations; provided, however, that such entry shall not interfere with the ordinary conduct of business or operation of the Oil and Gas Assets and, unless the Company provides written consent otherwise, and at all times during such entry, Buyer’s authorized representatives Representatives shall be accompanied by at least one representative Representative of the CompanySellers. No sampling or other invasive inspections of the oil Oil and gas Gas Assets may be conducted without the Company’s prior written consent, which consent may shall not be withheld in the Company’s sole discretionunreasonably withheld. The withholding of consent to sampling or any other invasive inspection by the Company shall be deemed reasonable if (without limitation) the need for such sampling or invasive testing was not indicated from a visual inspection or, based on the Phrase I Environmental Assessment. Sellers will have the right, which they may exercise in at their sole discretion, to (i) observe such investigation, and (ii) promptly receive a copy of all results, analyses, reports, and reviews, except for such information for which Buyer has an attorney-client privilege. All information obtained or reviewed by Buyer shall be maintained confidential by Buyer and shall be governed by the terms of the Confidentiality Agreement. (c) This Section 7.1 shall not require the Sellers to permit any access to, or to disclose (i) any information that, in the reasonable, good faith judgment (after consultation with counsel, Table of Contents which may be inhouse in-house counsel) of the SellersCompany, is reasonably likely to result in any violation of any applicable Law or Order Legal Requirement or any Contract to which a the Company or any other Seller is a party or cause any privilege (including attorney-client privilege, except with respect to title opinions) that a Seller Sellers would be entitled to assert to be undermined with respect to such information and such undermining of such privilege could in the Sellers’ Company’s good faith judgment (after consultation with counsel, which may be in-house counsel) adversely affect in any material respect the Sellers’ position in any pending or, what the Sellers Company believes in good faith (after consultation with counsel, which may be in-house counsel) could be, future litigation or (ii) if the SellersCompany or any other Seller, on the one hand, and Buyer or any of its Affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto; provided, that, in the case of clause (i), the Parties shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so (A) would not (in the good faith belief of the Sellers Company (after consultation with counsel, which may be in-house counsel)) be reasonably likely to result in the violation of any such applicable Law or Order Legal Requirement or Contract or be reasonably likely to cause such privilege to be undermined with respect to such information or (B) could reasonably (in the good faith belief of the Sellers Company (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee representatives Representatives of Buyer could be provided access to such information. (d) The information provided pursuant to this Section 7.1 shall be used solely for the purpose of the transactions contemplated by this Agreement, and such information shall be kept confidential by Buyer and the Sellers in accordance with, and Buyer and the Sellers shall otherwise abide by and be subject to the terms and conditions of, the Confidentiality Agreement. (e) BUYER HEREBY AGREES TO SHALL DEFEND, RELEASE, INDEMNIFY AND HOLD HARMLESS THE EACH SELLER PARTIES PARTY FROM AND AGAINST ANY AND ALL CLAIMS LIABILITIES THAT ANY BUYER PARTY MAY BE ASSERTED ASSERT AGAINST ANY SELLER PARTY PARTY, BASED UPON INJURY TO PERSON, INCLUDING DEATH, OR TO PROPERTY, ARISING IN ANY MANNER WHATSOEVER FROM ANY INSPECTION BY ANY BUYER PARTY OF THE OIL AND GAS ASSETS AND ACCESS BY ANY BUYER PARTY TO THE OIL AND GAS ASSETS PRIOR TO THE CLOSING DATE, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF ANY SELLER PARTY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT INTENTIONAL TORT OF A ANY SELLER PARTY.

Access and Reports. (a) Subject to applicable LawLegal Requirements, upon receipt of written notice from Buyer of any such activities no less than two (2) Business Days in advance, the Sellers Seller shall (and shall cause their Affiliates its Subsidiaries to) afford Buyer’s 's authorized representatives Representatives reasonable access, during normal business hours until the date that is five (5) Business Days prior to the scheduled Scheduled Closing Date, to its employees occupying a manager-level or director-level position or abovethe Affected Employees, properties, booksbooks and records, and all Contract, land, lease, and operational recordsContracts, and, during such period, the Sellers Seller shall furnish promptly to Buyer all information the Sellers may have concerning the Oil and Gas Assets as may reasonably be requested; provided, provided however, such access shall not interfere with the ordinary conduct of business or the operation of the Oil and Gas Assets and, unless the Company provides written consent otherwise, and at all times during such access, Buyer’s ▇▇▇▇▇'s authorized representatives Representatives shall be accompanied by at least one executive representative Representative of the CompanySeller. All requests for information made pursuant to this Section 7.1 shall be submitted in accordance with Section 14.514.4. All such information shall be governed by the terms of the Confidentiality Agreement. No investigation pursuant to this Section 7.1 or by Buyer or its Representatives at any time prior to or following the date hereof shall affect or be deemed to modify any representation or warranty made by Seller herein. (b) From and after the execution of this Agreement until the date that is five (5) Business Days prior to the scheduled Scheduled Closing Date, Buyer shall have the right, at its sole cost, risk, liability, and expense, to conduct a Phase I Environmental Site Assessment of the Assets operated by the SellersOil and Gas Assets. During the Sellers’ Seller's regular hours of business and after providing the Company Seller with written notice of any such activities no less than two (2) Business Days in advance (which written notice shall include the written permission of the operator (if other than a Seller) and any other third party Third Party whose permission is legally required, which the Sellers Seller shall reasonably cooperate with Buyer in securing), Buyer and its authorized representatives Representatives shall be permitted to enter upon the Oil and Gas Assets, inspect the same, review all of the Sellers’ Seller's files and records (other than those for which the Sellers have Seller has an attorney-client privilege, excluding title opinions) relating to the Oil and Gas Assets, and generally conduct visual, non-invasive tests, examinations, and investigations; provided, provided however, that such entry shall not interfere with the ordinary conduct of business or operation of the Oil and Gas Assets and, unless the Company provides written consent otherwise, and at all times during such entry, Buyer’s 's authorized representatives Representatives shall be accompanied by at least one representative Representative of the CompanySeller. No sampling or other invasive inspections of the oil Oil and gas Gas Assets may be conducted without the Company’s Seller's prior written consent, which consent may shall not be withheld in the Company’s sole discretion. The Sellers will have the right, which they may exercise in their sole discretion, to (i) observe such investigation, and (ii) promptly receive a copy of all results, analyses, reports, and reviews, except for such information for which Buyer has an attorney-client privilegeunreasonably withheld. All information obtained or reviewed by Buyer shall be maintained confidential by Buyer ▇▇▇▇▇ and shall be governed by the terms of the Confidentiality Agreement. (c) This Section 7.1 shall not require the Sellers Seller to permit any access to, or to disclose disclose (i) any information that, in the reasonable, good faith judgment (after consultation with counsel, which may be inhouse in-house counsel) of the SellersSeller, is reasonably likely to result in any violation of any applicable Law or Order Legal Requirement or any Contract to which a Seller is a party or cause any privilege (including attorneysolicitor-client privilege, except with respect to title opinions) that a Seller would be entitled to assert to be undermined with respect to such information and such undermining of such privilege could in the Sellers’ Seller's good faith judgment (after consultation with counsel, which may be in-house counsel) adversely affect in any material respect the Sellers’ Seller's position in any pending or, what the Sellers Seller believes in good faith (after consultation with counsel, which may be in-house counsel) could be, future litigation or (ii) if the SellersSeller, on the one hand, and Buyer or any of its Affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto; provided, that, in the case of clause (i), the Parties shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so (A) would not (in the good faith belief of the Sellers Seller (after consultation with counsel, which may be in-house counsel)) be reasonably likely to result in the violation of any such applicable Law or Order Legal Requirement or Contract or be reasonably likely to cause such privilege to be undermined with respect to such information or (B) could reasonably (in the good faith belief of the Sellers Seller (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “"clean-room” " arrangements pursuant to which non-employee representatives Representatives of Buyer could be provided access to such information. (d) The information provided pursuant to this Section 7.1 shall be used solely for the purpose of the transactions contemplated by this AgreementTransaction, and such information shall be kept confidential by Buyer and the Sellers Seller in accordance with, and Buyer and the Sellers Seller shall otherwise abide by and be subject to the terms and conditions of, the Confidentiality Agreement. (e) BUYER HEREBY AGREES TO DEFENDBuyer shall defend, RELEASErelease, INDEMNIFY AND HOLD HARMLESS THE SELLER PARTIES FROM AND AGAINST ANY AND ALL CLAIMS THAT MAY BE ASSERTED AGAINST ANY SELLER PARTY BASED UPON INJURY TO PERSONindemnify and hold harmless each Seller Party from and against any and all liabilities that Buyer may assert against Seller, INCLUDING DEATHbased upon injury to person, OR TO PROPERTYincluding death, ARISING IN ANY MANNER WHATSOEVER FROM ANY INSPECTION BY ANY BUYER PARTY OF THE ASSETS AND ACCESS BY ANY BUYER PARTY TO THE ASSETS PRIOR TO THE CLOSING DATEor to property, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE arising in any manner whatsoever from any inspection by Buyer of the Oil and Gas Assets and access by Buyer to the Oil and Gas Assets prior to the Closing Date, whether or not based upon strict liability or caused by the sole or concurrent negligence (WHETHER ACTIVE OR PASSIVEwhether active or passive) OF ANY SELLER PARTYof Seller, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A SELLER PARTYunless such injury was occasioned solely by the gross negligence or intentional tort of Seller.

Access and Reports. (a) Subject to applicable Law, upon receipt of written notice from Buyer of any such activities no less than two (2) Business Days in advancereasonable notice, the Sellers Company shall (and shall cause their Affiliates its Subsidiaries to) afford BuyerParent’s officers and other authorized representatives Representatives reasonable access, during normal business hours until throughout the date that is five (5) Business Days period prior to the scheduled Closing DateEffective Time, to its employees occupying a manager-level or director-level position or aboveemployees, properties, books, Contracts and all Contract, land, lease, and operational records, and, during such period, the Sellers Company shall (and shall cause its Subsidiaries to) furnish promptly to Buyer Parent all information the Sellers may have concerning the Assets its business, properties and personnel as may reasonably be requested; requested (provided, however, that such access shall not interfere with in no case include the ordinary conduct of business right to perform invasive, subsurface or the operation of the Assets and, unless the Company provides written consent otherwise, at all times during such access, Buyer’s authorized representatives shall be accompanied by at least one executive representative of the Companyother environmental testing or sampling). All requests for information made pursuant to this Section 7.1 5.6 shall be submitted in accordance with Section 14.5directed to the executive officer or other persons designated by the Company. All such information shall be governed by the terms of the Confidentiality AgreementAgreements. No investigation pursuant to this Section 5.6 or by Parent or its Representatives at any time prior to or following the date of this Agreement shall affect or be deemed to modify any representation or warranty made by the Company herein. (b) From and after the execution of this Agreement until the date that is five (5) Business Days prior to the scheduled Closing Date, Buyer shall have the right, at its sole cost, risk, liabilityThe Company shall, and expense, to conduct a Phase I Environmental Site Assessment of the Assets operated by the Sellers. During the Sellers’ regular hours of business and after providing the Company with written notice of any such activities no less than two (2) Business Days in advance (which written notice shall include the written permission of the operator (if other than a Seller) and any other third party whose permission is legally required, which the Sellers shall reasonably cooperate with Buyer in securing), Buyer cause its Subsidiaries and its authorized representatives shall be permitted to enter upon the Assets, inspect the same, review all of the Sellers’ files and records (other than those for which the Sellers have an attorney-client privilege, excluding title opinions) relating to the Assets, and generally conduct visual, non-invasive tests, examinations, and investigations; provided, however, that such entry shall not interfere with the ordinary conduct of business or operation of the Assets and, unless the Company provides written consent otherwise, at all times during such entry, Buyer’s authorized representatives shall be accompanied by at least one representative of the Company. No sampling or other invasive inspections of the oil and gas Assets may be conducted without the Company’s prior written consent, which consent may be withheld in the Company’s sole discretion. The Sellers will have the right, which they may exercise in their sole discretion, Representatives to (i) observe such investigationkeep all information received (whether prior to or after the date of this Agreement) from Parent, Merger Sub and their respective Affiliates and Representatives in connection with the Merger and the other Transactions confidential and (ii) promptly receive a copy of all results, analyses, reports, and reviews, except for use such information solely for which Buyer has the purpose of implementing the Merger and the other Transactions; provided that the restrictions in this Section 5.6(b) shall not apply to information that (A) at the time of disclosure is already in the possession of the Company, its Subsidiaries or their respective Affiliates or Representatives; (B) is or becomes generally available to the public; (C) is or becomes available to the Company, its Subsidiaries or their respective Affiliates or Representatives from a source other than the Company, its Subsidiaries or their respective Affiliates or Representatives, provided that such source is not, to the Knowledge of the Company, bound by an attorney-client privilege. All information obtained obligation of confidentiality to Parent or reviewed by Buyer shall be maintained confidential by Buyer and shall be governed Merger Sub with respect to such information; (D) is independently developed by the terms Company, its Subsidiaries or their respective Affiliates or Representatives without reference to, incorporation of, or other use of such information from any source that to the Knowledge of the Confidentiality AgreementCompany is bound by an obligation of confidentiality to Parent or Merger Sub with respect thereto; or (E) is required or requested by Law or judicial process to be disclosed. The obligations of the Company under this Section 5.6(b) shall survive the termination of this Agreement for a period of two years. (c) This Section 7.1 5.6 shall not require the Sellers Company or its Subsidiaries to permit any access toaccess, or to disclose (i) any information that, in the reasonable, good faith judgment (after consultation with counsel, which may be inhouse in-house counsel) of the SellersCompany, is reasonably likely to result in any violation of any applicable Law or Order or any Contract to which a Seller the Company or its Subsidiaries is a party or cause any privilege (including attorney-client privilege, except with respect to title opinions) that a Seller the Company or its Subsidiaries would be entitled to assert to be undermined with respect to such information and such undermining of such privilege could in the Sellers’ Company’s good faith judgment (after consultation with counsel, which may be in-house counsel) adversely affect in any material respect the Sellers’ Company’s position in any pending or, what the Sellers Company believes in good faith (after consultation with counsel, which may be in-house counsel) could be, future litigation or litigation, (ii) if the SellersCompany or any of its Affiliates, on the one hand, and Buyer Parent or any of its Affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent theretothereto or (iii) any information that in the reasonable judgment of the Company would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if the Company shall have used commercially reasonable efforts to obtain the consent of such third party to such disclosure; provided, provided that, in the case of clause (i), the Parties parties hereto shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so (A) would not (in the good faith belief of the Sellers Company (after consultation with counsel, which may be in-house counsel)) be reasonably likely to result in the violation of any such applicable Law or Order or Contract or be reasonably likely to cause such privilege to be undermined with respect to such information or (B) could reasonably (in the good faith belief of the Sellers Company (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee representatives Representatives of Buyer Parent could be provided access to such information. (d) The information provided pursuant to this Section 7.1 5.6 shall be used solely for the purpose of the transactions contemplated by this AgreementMerger and the other Transactions, and such information shall be kept confidential by Buyer and the Sellers in accordance with, and Buyer and the Sellers shall otherwise abide by and be subject to with the terms and conditions of, the Confidentiality AgreementAgreements; provided, however, that upon prior notice to the Company, Parent, Merger Sub, the Initial Rollover Stockholder and their respective Affiliates shall be permitted to disclose such information and any other information in relation to the Transactions to any Financing Sources or prospective Financing Sources and other financial institutions and investors that are or may become parties to the Financing Commitments and to any underwriters, initial purchasers or placement agents in connection with the Debt Financing, and to their respective counsel and auditors, so long as such Persons agree to be bound by customary confidentiality undertakings no less stringent than those contained in the Confidentiality Agreements. (e) BUYER HEREBY AGREES TO DEFEND, RELEASE, INDEMNIFY AND HOLD HARMLESS THE SELLER PARTIES FROM AND AGAINST ANY AND ALL CLAIMS THAT MAY BE ASSERTED AGAINST ANY SELLER PARTY BASED UPON INJURY TO PERSON, INCLUDING DEATH, OR TO PROPERTY, ARISING IN ANY MANNER WHATSOEVER FROM ANY INSPECTION BY ANY BUYER PARTY OF THE ASSETS AND ACCESS BY ANY BUYER PARTY TO THE ASSETS PRIOR TO THE CLOSING DATE, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF ANY SELLER PARTY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A SELLER PARTY.