Common use of Identified Claims Clause in Contracts

Identified Claims. During the Examination Period SELLER (insofar as it has the right to do so) shall make available to BUYER for examination and copying (at BUYER's cost) any of SELLER's non-privileged accounting, engineering, geological, geophysical, production, environmental and land records relating to the Properties as BUYER may reasonably request. SELLER shall also permit BUYER's Representatives to consult with SELLER's employees who have knowledge concerning the Properties during normal business hours regarding such records; provided, that such consultation shall not unreasonably disrupt the performance by such employee of his or her regular duties with SELLER. If during the Examination Period BUYER determines in good faith that (i) royalties, rentals or other payments due in respect of the Properties prior to the Effective Time have not been paid (except for those amounts in suspense), or (ii) other than those discharged or to be discharged in the Bankruptcy Proceeding (as herein defined), there are unsatisfied defects, claims, demands, losses, liabilities or obligations in respect of the Properties based upon omissions, events or occurrences prior to the Effective Time (collectively, "Identified Claims"), BUYER may include notice of such Identified Claims in the Notice of Defects delivered hereunder; provided, that the Prize Agreement may not be the subject of any Identified Claim, and further any Identified Claim not included in the Notice of Defects shall be waived by BUYER as an Identified Claim.

Identified Claims. During the Examination Period SELLER (insofar as it has the right to do so) shall make available to BUYER for examination and copying (at BUYER's cost) any of SELLER's non-privileged accounting, engineering, geological, geophysical, production, environmental and land records relating to the Properties as BUYER may reasonably request. SELLER shall also permit BUYER's Representatives to consult with SELLER's employees who have knowledge concerning the Properties during normal business hours regarding such records; providedPROVIDED, that such consultation shall not unreasonably disrupt the performance by such employee of his or her regular duties with SELLER. If during the Examination Period BUYER determines in good faith that (i) royalties, rentals or other payments due in respect of the Properties prior to the Effective Time have not been paid (except for those amounts in suspense), or (ii) other than those discharged or to be discharged in the Bankruptcy Proceeding (as herein defined), there are unsatisfied defects, claims, demands, losses, liabilities or obligations in respect of the Properties based upon omissions, events or occurrences prior to the Effective Time (collectively, "Identified ClaimsIDENTIFIED CLAIMS"), BUYER may include notice of such Identified Claims in the Notice of Defects delivered hereunder; providedPROVIDED, that the Prize Agreement may not be the subject of any Identified Claim, and further any Identified Claim not included in the Notice of Defects shall be waived by BUYER as an Identified Claim.

Identified Claims. During the Examination Period SELLER (insofar as it has the right to do so) and in accordance with Section 4.12, Seller shall make available to BUYER Purchaser for examination and copying (at BUYERPurchaser's cost) any of SELLERthe Records and Seller's non-privileged accounting, engineering, geological, geophysical, production, environmental and land accounting records relating to the Properties Assets as BUYER Purchaser may reasonably request. SELLER Seller shall also permit BUYERPurchaser's Representatives to consult with SELLERSeller's employees and Seller's independent contractors who have knowledge concerning the Properties Assets during normal business hours regarding such records; provided, that such consultation shall not unreasonably disrupt the performance by such employee or independent contractor of his or her regular its duties with SELLERSeller. If during the Examination Period BUYER Period, Purchaser determines in good faith that (iI) royalties, rentals or other payments due in respect of the Properties Assets for obligations, liabilities, costs and expenses arising outside the normal course of business and relating to periods prior to the Effective Time have not been paid (except for those amounts in suspense), or (ii) other than those discharged or to be discharged in the Bankruptcy Proceeding (as herein defined), there are unsatisfied defects, claims, demands, losses, liabilities or obligations in respect of the Properties Assets based upon omissions, events or occurrences resulting in obligations, liabilities, costs or expenses arising outside of the normal course of business and relating to periods prior to the Effective Time (collectively, "Identified Claims"), BUYER Purchaser may include notice of such Identified Claims in the any Notice of Defects delivered hereunder; provided, that the Prize Agreement may not be the subject of any Identified Claim, and further any Identified Claim such matter not included in the a Notice of Defects shall be and hereby is waived by BUYER as an Identified ClaimPurchaser.