Common use of General Access Clause in Contracts

General Access. Subject to Section 5.4 (which shall govern -------------- all environmental reviews, inspections and audits), promptly following the execution of this Agreement and until the Closing Date (or earlier termination of this Agreement), Seller shall cause the Company (i) to permit Buyer and its representatives to have reasonable access at reasonable times in the Company's offices, and in a manner so as not to interfere unduly with the business operations of the Company, to the Company's books, records, contracts, abstracts of title, title opinions, title files, ownership maps, lease files, assignments, division orders, Reserve Reports and documents relating to the Assets or the Company insofar as the same are in the Company's or Seller's possession and insofar as the Company and Seller may do so without (a) violating legal constraints or any legal obligation or (b) waiving any attorney/client, work product or like privilege and (ii), subject to any required consent of any third Person (other than an Affiliate of Seller), to permit Buyer and its representatives at reasonable times and at Buyer's sole risk, cost and expense, to conduct, in the presence of Company representatives, reasonable inspections of the Assets; provided, however, Buyer shall repair any damage to the Assets resulting from such inspections and Buyer does hereby indemnify and hold harmless, release and agree to defend the Seller Indemnified Parties and the Company from and against any and all losses, costs, damages, obligations, claims, liabilities, expenses and causes of action to the extent arising from Buyer's inspection of the Assets, including, without limitation, claims for personal injuries, property damage and reasonable attorney's fees and expenses, regardless of the form of claim whether at common law, strict liability negligence under any statute or regulation. However, except to the extent such inspections materially contribute to, materially aggravate or materially adversely affect an Environmental Defect, such indemnification shall not extend to any Environmental Defect discovered in the course of such inspections, shall expire upon the Closing and shall not in any way affect or limit Seller's liabilities or responsibilities with respect to any Environmental Defect. Nothing in this Article V shall be construed to permit Buyer or its representatives to have access to any files, records, contracts or documents of Seller relating to this transaction, including, without limitation, any bids or offers received by Seller or the Company for the sale of the Company or any of the Company's assets in competition with the Buyer's bid or offer, it being agreed that any such competing bids or offers shall be the sole property of the Seller.

General Access. Subject to Section 5.4 (which shall govern -------------- all environmental reviewsSeller shall, inspections and audits), promptly following the execution of this Agreement and until the Closing Date (or the earlier termination of this Agreement), Seller shall cause the Company (i) give Buyer and its authorized representatives reasonable access to all Records, personnel, offices and other facilities and properties related to the Colstrip 4 Interests, (ii) permit Buyer to make such copies and inspections thereof as Buyer may reasonably request, and (iii) furnish Buyer with such financial and operating data and other information with respect to the Facility and the Colstrip 4 Interests as Buyer may from time to time reasonably request; provided, that any such access shall be conducted at Buyer’s expense, at a reasonable time and on reasonable notice, under the reasonable supervision of Seller’s personnel and in such a manner as to maintain the confidentiality of such information, this Agreement, and the transactions contemplated hereby and not to interfere with the normal operation of the business of Seller or the Facility; and provided, further, that Buyer and its representatives to have reasonable access at reasonable times in the Company's officesshall comply with all applicable safety rules, regulations and in a manner so as not to interfere unduly with the business operations of the Companyprocedures implemented by Seller or Operator, to the Company's books, records, contracts, abstracts of title, title opinions, title files, ownership maps, lease files, assignments, division orders, Reserve Reports and documents relating to the Assets or the Company insofar as the same are in the Company's or Seller's possession and insofar as the Company and Seller case may do so without (a) violating legal constraints or any legal obligation or (b) waiving any attorney/client, work product or like privilege and (ii), subject be. Buyer agrees to any required consent of any third Person (other than an Affiliate of Seller), to permit Buyer and its representatives at reasonable times and at Buyer's sole risk, cost and expense, to conduct, in the presence of Company representatives, reasonable inspections of the Assets; provided, however, Buyer shall repair any damage to the Assets resulting from such inspections and Buyer does hereby indemnify and hold harmless, release release, and agree to defend the Seller Indemnified Parties and the Company its Affiliates and their respective officers, directors, agents, employees, representatives, consultants, and advisors from and against any and all lossesLosses arising, costsin whole or in part, damagesfrom the acts or omissions of the Buyer, obligationsits Affiliates, claimsand their respective officers, liabilitiesdirectors, expenses agents, employees, representatives, consultants, and causes of action to the extent advisors arising from under this Section 6.1 in connection with Buyer's ’s inspection of the AssetsFacility and other assets and records of Seller relating to the Colstrip 4 Interests prior to the Closing, including, without limitation, respecting claims for personal injuries, property damage damage, and reasonable attorney's attorneys’ fees and expenses, regardless of the form of claim whether at common law, strict liability negligence under any statute or regulation. However, except to the extent such inspections materially contribute to, materially aggravate or materially adversely affect an Environmental Defect, such indemnification shall not extend to any Environmental Defect discovered in the course of such inspections, shall expire upon the Closing and shall not in any way affect or limit Seller's liabilities or responsibilities with respect to any Environmental Defectexpenses relating thereto. Nothing in this Article V 6 shall be construed to permit Buyer or its representatives to have access prior to the Closing to any files, records, contracts contracts, or documents of Seller not relating to this transaction, including, without limitation, the Facility or Colstrip 4 Interests or to any bids or offers received by Seller or the Company for the sale of the Company or any of the Company's assets in competition with the Buyer's bid or offerColstrip 4 Interests, it being agreed that any all such competing bids or offers shall be the sole property of the Seller.

General Access. Subject to Section 5.4 (which shall govern -------------- all environmental reviews, inspections and audits), promptly Promptly following the execution of this Agreement and until the Closing Date (or earlier termination of this Agreement), Seller shall permit (and with respect to each of the LLCs, Seller shall cause the Company (isuch LLC to permit) to permit Buyer and its representatives representatives: to have reasonable access access, at reasonable times and upon reasonable advance notice, in Seller's and each of the CompanyLLC's offices, offices and in a manner so as not to interfere unduly with the business operations of Seller or any of the CompanyLLCs, to the Company's books, records, contracts, abstracts of title, title opinions, title files, ownership maps, lease files, assignments, division orders, Reserve Reports and documents of each of the LLCs relating to the Assets or the Company its Business and Facility insofar as the same are in the Company's or Seller's possession and insofar as the Company and Seller may do so be disclosed without (a) violating any legal constraints or any legal obligation or obligation, (b) waiving any attorney/client, work product product, or like privilege privilege, (c) disclosing information about the activities of Seller or its Affiliates (other than the LLCs) that is unrelated to the LLCs or the operation of the Facilities, or (d) disclosing proprietary models of Seller or any of its Affiliates pertaining to energy project evaluation, energy or natural gas price curves or projections, or other economic predictive models; and (ii), subject to any required consent of any third Person (other than an Affiliate of and upon reasonable advance notice to Seller), to permit Buyer and its representatives conduct at reasonable times and at Buyer's sole risk, cost cost, and expense, to conduct, in the presence of Company representativesrepresentatives of Seller, reasonable inspections of the Assets; provided, however, Facilities. Buyer shall repair any damage agrees to the Assets resulting from such inspections and Buyer does hereby indemnify and hold harmless, release release, and agree to defend the Seller Indemnified Parties and the Company LLCs from and against any and all lossesLosses arising, costsin whole or in part, damages, obligations, claims, liabilities, expenses and causes from the acts or omissions of action to the extent arising from Buyer Indemnified Parties in connection with Buyer's inspection of the AssetsFacilities and other assets and records of Seller or the LLCs, including, without limitation, including claims for personal injuries, property damage damage, and reasonable attorney's attorneys' fees and expenses, regardless of the form of claim whether at common law, strict liability negligence under any statute or regulation. However, except to the extent such inspections materially contribute to, materially aggravate or materially adversely affect an Environmental Defect, such indemnification shall not extend to any Environmental Defect discovered in the course of such inspections, shall expire upon the Closing and shall not in any way affect or limit Seller's liabilities or responsibilities with respect to any Environmental Defect. Nothing in this Article V 5 shall be construed to permit Buyer or its representatives to have access to any files, records, contracts contracts, or documents of Seller or any of the LLCs relating to this transaction, including, without limitation, including any bids or offers received by Seller or the Company LLCs for the sale of the Company LLC Interests or any of the Company's assets in competition with the Buyer's bid or offerFacilities, it being agreed that any all such competing bids or offers shall be the sole property of the Seller.