Common use of Access to Properties Clause in Contracts

Access to Properties. (a) Upon reasonable advance notice to Seller, to the extent permitted at Law or under applicable contracts, (i) with respect to all Acquired Assets operated by Seller, Seller shall allow Purchaser to conduct, at Purchaser’s sole risk, Liability, and expense, on-site inspections and an Environmental Assessment of the Acquired Assets under Section 6.1(b) and (ii) with respect to all Acquired Assets not operated by Seller, Seller shall use Commercially Reasonable Efforts (at no cost, expense or liability to Seller) to allow Purchaser to conduct, at Purchaser’s sole risk, Liability, and expense, on-site inspections and an Environmental Assessment of the Acquired Assets under Section 6.1(b). In connection with any such permitted on-site inspections or Environmental Assessment, Purchaser shall not interfere with the normal Operations of any Acquired Assets in any material respect and shall comply with all requirements and safety policies and procedures of the operator of such Acquired Assets. If Purchaser or any contractor or agent of Purchaser prepares an Environmental Assessment of any Acquired Assets, Purchaser shall promptly furnish copies thereof to Seller. If requested by Seller and without limiting the confidentiality obligations of the Parties hereunder (including those set forth in Section 10.13) or in the Confidentiality Agreement, the Parties shall enter into a letter agreement memorializing the privileged and protected status of the Environmental Assessment and protecting the confidentiality of any such Environmental Assessment. (b) IN CONNECTION WITH THE GRANTING OF ANY ACCESS TO THE ACQUIRED ASSETS AND ANY SUCH ENVIRONMENTAL ASSESSMENT, PURCHASER REPRESENTS AND WARRANTS TO SELLER THAT PURCHASER AND EACH OF ITS ENTITY REPRESENTATIVES AND CONTRACTORS THAT CONDUCTS ANY SUCH ENVIRONMENTAL ASSESSMENT OR OTHERWISE ENTERS ONTO ANY OF THE ACQUIRED ASSETS ARE ADEQUATELY INSURED. PURCHASER WAIVES AND RELEASES, AND AGREES TO INDEMNIFY, DEFEND, AND SAVE AND HOLD HARMLESS THE INDEMNIFIED SELLER PARTIES FROM AND AGAINST ANY AND ALL CLAIMS OF ANY PERSON FOR INJURY TO, OR DEATH OF, ANY NATURAL PERSON OR FOR LOSSES INCURRED BY ANY PERSON ARISING IN ANY WAY FROM ANY ACCESS AFFORDED TO PURCHASER, OR ANY OF ITS ENTITY REPRESENTATIVES OR CONTRACTORS IN CONNECTION WITH PURCHASER’S DUE DILIGENCE REVIEW, OR ANY ACTIVITIES, INCLUDING ANY ENVIRONMENTAL ASSESSMENT, OF PURCHASER OR ANY SUCH ENTITY REPRESENTATIVES OR CONTRACTORS IN CONNECTION THEREWITH; PROVIDED, HOWEVER, THAT SUCH INDEMNIFICATION SHALL NOT EXTEND TO ANY CLAIMS ARISING OUT OF SELLER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. This Section 4.3(b) shall survive the termination of this Agreement indefinitely.

Access to Properties. (a) Upon reasonable advance notice to Seller, to the extent permitted at Law or under applicable contracts, (i) with respect to all Acquired Assets operated by Seller, Seller shall allow Purchaser to conduct(or, at Purchaser’s sole risk, Liability, and expense, on-site inspections and an Environmental Assessment if Seller is not the operator of the applicable Acquired Assets under Section 6.1(b) and (ii) with respect to all Acquired Assets not operated by SellerAsset, Seller shall use Commercially Reasonable Efforts (at no cost, expense or liability to Sellercause the operator to allow) to allow Purchaser to conduct, at Purchaser’s sole risk, Liability, and expense, on-site inspections and an Environmental Assessment of the Acquired Assets under Section 6.1(b). In connection with any such permitted on-site inspections or Environmental Assessment, Purchaser shall not interfere with the normal Operations of any Acquired Assets in any material respect and shall comply with all requirements and safety policies and procedures of the operator of such Acquired Assets. If Purchaser or any contractor or agent of Purchaser prepares an a written Environmental Assessment of any Acquired Assets, Purchaser shall promptly furnish copies thereof to Seller. If requested by Seller and without limiting the confidentiality obligations of the Parties hereunder (including those set forth in Section 10.13) or in the Confidentiality AgreementSeller, the Parties shall enter into a letter agreement memorializing the privileged and protected status of the Environmental Assessment and protecting the confidentiality of any such Environmental Assessment. (b) IN CONNECTION WITH THE GRANTING OF ANY ACCESS TO THE ACQUIRED ASSETS AND ANY SUCH ENVIRONMENTAL ASSESSMENT, PURCHASER REPRESENTS AND WARRANTS TO SELLER THAT PURCHASER AND EACH OF ITS ENTITY REPRESENTATIVES AGENTS AND CONTRACTORS THAT CONDUCTS ANY SUCH ENVIRONMENTAL ASSESSMENT OR OTHERWISE ENTERS ONTO ANY OF THE ACQUIRED ASSETS ARE ADEQUATELY INSURED. EXCEPT TO THE EXTENT CAUSED BY SELLER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, PURCHASER WAIVES AND RELEASES, AND AGREES TO INDEMNIFY, DEFEND, AND SAVE AND HOLD HARMLESS THE INDEMNIFIED SELLER PARTIES FROM AND AGAINST ANY AND ALL CLAIMS OF ANY PERSON FOR INJURY TO, OR DEATH OF, ANY NATURAL PERSON OR FOR LOSSES INCURRED BY ANY PERSON ARISING IN ANY WAY FROM ANY ACCESS AFFORDED TO PURCHASER, OR ANY OF ITS ENTITY REPRESENTATIVES AGENTS OR CONTRACTORS IN CONNECTION WITH PURCHASER’S DUE DILIGENCE REVIEW, OR ANY ACTIVITIES, INCLUDING ANY ENVIRONMENTAL ASSESSMENT, OF PURCHASER OR ANY SUCH ENTITY REPRESENTATIVES AGENTS OR CONTRACTORS IN CONNECTION THEREWITH; PROVIDED, HOWEVER, THAT SUCH INDEMNIFICATION SHALL NOT EXTEND TO ANY CLAIMS ARISING OUT OF SELLER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. This Section 4.3(b) shall survive the termination of this Agreement indefinitelyAgreement.

Access to Properties. Borrower shall, and shall cause Operating Lessee and Approved Property Manager to permit agents, representatives and employees of Lender and the Servicer to enter and inspect the Properties or any portion thereof, and/or inspect, examine, audit and copy the books and records of Borrower, Operating Lessee and Approved Property Manager (a) Upon including all recorded data of any kind or nature, regardless of the medium of recording), at such reasonable times as may be requested by Lender upon reasonable advance notice to Seller, (all subject to the extent permitted at Law terms and conditions of the Approved Management Agreement). The cost of such inspections, examinations, copying or under applicable contractsaudits shall be borne by Borrower, including the cost of all follow up or additional investigations, audits or inquiries deemed reasonably necessary by Lender if (i) with respect to all Acquired Assets operated by Seller, Seller Lender shall allow Purchaser to conduct, at Purchaser’s sole risk, Liability, and expense, on-site inspections and determine that an Environmental Assessment Event of the Acquired Assets under Section 6.1(b) and Default exists or (ii) such inspections, examinations, copying or audits are conducted by Lender in connection with respect its verification of completion of the Capital Plan. The cost of such inspections, examinations, audits and copying, if not paid for by Borrower following demand, may be added to all Acquired Assets not operated the Indebtedness and shall bear interest thereafter until paid at the Default Rate. If Borrower prohibits, bars or fails to permit agents, representatives and employees of Lender and Servicer from entering and inspecting any of the Properties or from inspecting, examining, auditing and copying the books and records of Borrower, Operating Lessee and Approved Property Manager, as required by Sellerthis Section, Seller shall use Commercially Reasonable Efforts (at no costfor more than five days after a written request is made by Lender to do so, expense Borrower agrees to pay Lender on demand the sum of $1,000.00 for each day after such five-day period that Borrower so prohibits or liability to Seller) to allow Purchaser to conduct, at Purchaser’s sole risk, Liabilitybars such inspection, and expense, on-site inspections and an Environmental Assessment such sum or sums shall be part of the Acquired Assets under Section 6.1(b)Indebtedness. In connection with Notwithstanding any such permitted on-site inspections of Lender’s or Environmental AssessmentServicer’s rights in this Section, Purchaser in no event shall not interfere Lender or Servicer have any right to enter or inspect any Property or inspect, examine, audit or copy the books and records of Approved Property Manager that is greater than or inconsistent with the normal Operations of any Acquired Assets in any material respect access afforded to Borrower and shall comply with all requirements and safety policies and procedures Operating Lessee under the terms of the operator of such Acquired Assets. If Purchaser or any contractor or agent of Purchaser prepares an Environmental Assessment of any Acquired Assets, Purchaser shall promptly furnish copies thereof to Seller. If requested by Seller and without limiting the confidentiality obligations of the Parties hereunder (including those set forth in Section 10.13) or in the Confidentiality Approved Management Agreement, the Parties shall enter into a letter agreement memorializing the privileged and protected status of the Environmental Assessment and protecting the confidentiality of any such Environmental Assessment. (b) IN CONNECTION WITH THE GRANTING OF ANY ACCESS TO THE ACQUIRED ASSETS AND ANY SUCH ENVIRONMENTAL ASSESSMENT, PURCHASER REPRESENTS AND WARRANTS TO SELLER THAT PURCHASER AND EACH OF ITS ENTITY REPRESENTATIVES AND CONTRACTORS THAT CONDUCTS ANY SUCH ENVIRONMENTAL ASSESSMENT OR OTHERWISE ENTERS ONTO ANY OF THE ACQUIRED ASSETS ARE ADEQUATELY INSURED. PURCHASER WAIVES AND RELEASES, AND AGREES TO INDEMNIFY, DEFEND, AND SAVE AND HOLD HARMLESS THE INDEMNIFIED SELLER PARTIES FROM AND AGAINST ANY AND ALL CLAIMS OF ANY PERSON FOR INJURY TO, OR DEATH OF, ANY NATURAL PERSON OR FOR LOSSES INCURRED BY ANY PERSON ARISING IN ANY WAY FROM ANY ACCESS AFFORDED TO PURCHASER, OR ANY OF ITS ENTITY REPRESENTATIVES OR CONTRACTORS IN CONNECTION WITH PURCHASER’S DUE DILIGENCE REVIEW, OR ANY ACTIVITIES, INCLUDING ANY ENVIRONMENTAL ASSESSMENT, OF PURCHASER OR ANY SUCH ENTITY REPRESENTATIVES OR CONTRACTORS IN CONNECTION THEREWITH; PROVIDED, HOWEVER, THAT SUCH INDEMNIFICATION SHALL NOT EXTEND TO ANY CLAIMS ARISING OUT OF SELLER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. This Section 4.3(b) shall survive the termination of this Agreement indefinitely.

Access to Properties. (a) Upon reasonable advance notice to Seller, Subject to the extent permitted at Law or under applicable contractsterms of this Section ‎5.2 and to obtaining any required consents of Third Parties (including operators of the ▇▇▇▇▇), (i) with respect during the period from the Execution Date to all Acquired Assets operated by Sellerthe Defect Notice Date, Seller shall allow Purchaser will use Seller’s reasonable efforts to cause the operators of the ▇▇▇▇▇ to grant Buyer access for Buyer to conduct, at Purchaser’s its sole risk, Liability, cost and expense, on-site inspections such examinations and an Environmental Assessment of the Acquired Assets under Section 6.1(b) and (ii) investigations as it may choose to conduct with respect to all Acquired Assets the Properties in order to determine whether any Environmental Defects exist; provided that Buyer shall not operated by conduct any sampling, boring drilling or invasive activities or any Phase II environmental investigations or examinations with respect to any of the Properties without the prior written consent of Seller, which consent may be granted or withheld by Seller in its sole discretion; provided, however, that if Buyer reasonably requests access to conduct a Phase II environmental investigation or examination and Seller denies Buyer consent to conduct such Phase II environmental investigation or examination, then Buyer may, in its sole election, elect to exclude such affected Property from the transactions contemplated under this Agreement (and, other than with respect to this sentence, such Properties shall use Commercially Reasonable Efforts (at no cost, expense or liability to Seller) to allow Purchaser to conduct, at Purchaser’s sole risk, Liabilitybe deemed “Excluded Assets” hereunder), and expense, on-site inspections the Purchase Price shall be reduced by the Allocated Value of such Properties excluded and an Environmental Assessment deemed Excluded Assets hereunder. The following covenants shall survive Closing or termination of the Acquired Assets under Section 6.1(b). this Agreement: 5.2.1 In connection with any such permitted on-examination or investigation, (a) Buyer shall notify Seller in writing at least two (2) Business Days prior to such examination or investigation of a Property and coordinate the conduct of such examination or investigation with Seller’s representatives (and Seller or its designee shall have the right to accompany Buyer and its representatives whenever on site inspections at any Property), (b) such examination or Environmental Assessment, Purchaser investigation shall be conducted during normal business hours and in a manner not to unreasonably interfere with the normal Operations operation of any Acquired Assets in any material respect the Properties or the business of Seller, and (c) Buyer shall, and shall cause all of its representatives to, comply with all requirements applicable Laws and abide by Seller’s and the operator’s safety rules, regulations and operating policies and procedures while conducting its due diligence evaluation of the operator Properties and, to the extent required by any Third-Party operator, execute and deliver any required bonding agreement of such Acquired AssetsThird-Party operator or maintain insurance as may be required by any operator, in each case before conducting Buyer’s assessment on such Property. If Purchaser 27242226 36 Asset Purchase Agreement 5.2.2 Buyer acknowledges that any entry into Seller’s or its Affiliates’ offices or onto the Properties shall be at Buyer’s sole risk and, subject to the terms hereof, that none of the Seller Indemnified Parties shall be liable in any way for any injury, loss or damage arising out of such entry that may occur to Buyer or any contractor or agent of Purchaser prepares an Environmental Assessment their respective representatives pursuant to this Agreement. In connection with the granting of any Acquired Assetssuch access, Purchaser shall promptly furnish copies thereof Buyer represents that it is adequately insured and Buyer hereby fully waives, releases and agrees to Seller. If requested by Seller defend, indemnify and without limiting the confidentiality obligations hold harmless all of the Seller Indemnified Parties hereunder (including those set forth in Section 10.13) from and against any and all liabilities, damages, costs, losses and expenses arising from or in any way related to the Confidentiality Agreementaccess afforded to Buyer hereunder or the activities of Buyer or any of its employees, agents, contractors or representatives in connection with such examinations or investigations, even if such liabilities, damages, costs, losses or expenses arise out of or result from, solely or in part, the Parties shall enter into sole, active, passive, concurrent or comparative negligence, strict liability or other fault or violation of Law of or by a letter agreement memorializing the privileged and protected status member of the Environmental Assessment and protecting Seller Indemnified Parties, excepting only liabilities actually resulting on the confidentiality account of any such Environmental Assessment. (b) IN CONNECTION WITH THE GRANTING OF ANY ACCESS TO THE ACQUIRED ASSETS AND ANY SUCH ENVIRONMENTAL ASSESSMENT, PURCHASER REPRESENTS AND WARRANTS TO SELLER THAT PURCHASER AND EACH OF ITS ENTITY REPRESENTATIVES AND CONTRACTORS THAT CONDUCTS ANY SUCH ENVIRONMENTAL ASSESSMENT OR OTHERWISE ENTERS ONTO ANY OF THE ACQUIRED ASSETS ARE ADEQUATELY INSURED. PURCHASER WAIVES AND RELEASES, AND AGREES TO INDEMNIFY, DEFEND, AND SAVE AND HOLD HARMLESS THE INDEMNIFIED SELLER PARTIES FROM AND AGAINST ANY AND ALL CLAIMS OF ANY PERSON FOR INJURY TO, OR DEATH OF, ANY NATURAL PERSON OR FOR LOSSES INCURRED BY ANY PERSON ARISING IN ANY WAY FROM ANY ACCESS AFFORDED TO PURCHASER, OR ANY OF ITS ENTITY REPRESENTATIVES OR CONTRACTORS IN CONNECTION WITH PURCHASER’S DUE DILIGENCE REVIEW, OR ANY ACTIVITIES, INCLUDING ANY ENVIRONMENTAL ASSESSMENT, OF PURCHASER OR ANY SUCH ENTITY REPRESENTATIVES OR CONTRACTORS IN CONNECTION THEREWITH; PROVIDED, HOWEVER, THAT SUCH INDEMNIFICATION SHALL NOT EXTEND TO ANY CLAIMS ARISING OUT OF SELLER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCTthe gross negligence or willful misconduct of the Seller Indemnified Parties. This Section 4.3(b) waiver, release, and indemnity by Buyer shall survive the termination of this Agreement. 5.2.3 If this Agreement indefinitelyis terminated by either Party, Buyer agrees to promptly provide Seller, but in no case less than five (5) days after such termination, copies of all environmental reports and environmental test results prepared by or for Buyer and/or any of its representatives which contain environmental data collected or generated from Buyer’s environmental due diligence with respect to the Properties (including any drafts thereof). None of Buyer, any of Buyer’s representatives, or Seller shall be deemed by Seller’s or its Affiliates’ receipt of said documents, or otherwise, to have made any representation or warranty, expressed, implied or statutory, as to the condition of the Properties or to the accuracy of said documents or the information contained therein.

Access to Properties. (a) Upon reasonable no less than three (3) Business Days’ advance written notice to Seller, to the extent permitted at Law or under applicable contracts, (i) with respect to all Acquired Assets operated by Seller, Seller shall allow Purchaser to conduct, at Purchaser’s sole risk, Liability, and expense, on-site inspections and an Environmental Assessment of the Acquired Assets under Section 6.1(b) and (ii) with respect to all Acquired Assets not operated by Seller, Seller shall use Commercially Reasonable Efforts (at no cost, expense or liability to Seller) to allow Purchaser to conduct, at Purchaser’s sole risk, Liability, and expense, on-site inspections and an Environmental Assessment of the Acquired Assets under Section 6.1(b). In connection with any such permitted on-site inspections or Environmental Assessment, Purchaser shall not interfere with the normal Operations of any Acquired Assets in any material respect and shall comply with all requirements and safety policies and procedures of the operator of such Acquired Assets. If a Purchaser or any contractor or agent of Purchaser prepares an Environmental Assessment of any Acquired Assets, Purchaser shall promptly furnish copies thereof to Seller. If requested by Seller and without limiting the confidentiality obligations of the Parties hereunder (including those set forth in Section 10.13) or in the Confidentiality Agreement, the Parties shall enter into a letter agreement memorializing the privileged and protected status of the Environmental Assessment and protecting the confidentiality of any such Environmental Assessment. (b) IN CONNECTION WITH THE GRANTING OF ANY ACCESS TO THE ACQUIRED ASSETS AND ANY SUCH ENVIRONMENTAL ASSESSMENT, PURCHASER REPRESENTS AND WARRANTS TO SELLER THAT PURCHASER AND EACH OF ITS ENTITY REPRESENTATIVES AND CONTRACTORS THAT CONDUCTS ANY SUCH ENVIRONMENTAL ASSESSMENT OR OTHERWISE ENTERS ONTO ANY OF THE ACQUIRED ASSETS ARE ADEQUATELY INSURED. PURCHASER WAIVES AND RELEASES, AND AGREES TO INDEMNIFY, DEFEND, AND SAVE AND HOLD HARMLESS THE INDEMNIFIED SELLER PARTIES FROM AND AGAINST ANY AND ALL CLAIMS OF ANY PERSON FOR INJURY TO, OR DEATH OF, ANY NATURAL PERSON OR FOR LOSSES INCURRED BY ANY PERSON ARISING IN ANY WAY FROM ANY ACCESS AFFORDED TO PURCHASER, OR ANY OF ITS ENTITY REPRESENTATIVES OR CONTRACTORS IN CONNECTION WITH PURCHASER’S DUE DILIGENCE REVIEW, OR ANY ACTIVITIES, INCLUDING ANY ENVIRONMENTAL ASSESSMENT, OF PURCHASER OR ANY SUCH ENTITY REPRESENTATIVES OR CONTRACTORS IN CONNECTION THEREWITH; PROVIDED, HOWEVER, THAT SUCH INDEMNIFICATION SHALL NOT EXTEND TO ANY CLAIMS ARISING OUT OF SELLER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. This Section 4.3(b) shall survive the termination of this Agreement indefinitely.

Access to Properties. Subject to obtaining any required consents of third parties, including third party operators of the Properties, which Seller shall use commercially reasonable efforts (aat no out-of-pocket expense to Seller or any of its Affiliates) Upon reasonable advance notice to Sellerobtain, Buyer may conduct, at its sole risk and expense, such examinations and investigations as it may choose to the extent permitted at Law or under applicable contracts, (i) conduct with respect to all Acquired Assets operated by Sellerthe Properties in order to determine whether any Title Defects or Environmental Defects exist; provided, Seller however, Buyer shall allow Purchaser to conduct, at Purchaser’s sole risk, Liability, and expense, on-site inspections and an Environmental Assessment of the Acquired Assets under Section 6.1(b) and (ii) not conduct any Phase II environmental investigations or examinations with respect to all Acquired Assets not operated by any of the Properties without the prior written consent of Seller, which consent may be granted or withheld by Seller shall use Commercially Reasonable Efforts (at no cost, expense or liability to Seller) to allow Purchaser to conduct, at Purchaser’s in its sole risk, Liability, and expense, on-site inspections and an Environmental Assessment of the Acquired Assets under Section 6.1(b)discretion. In connection with any such permitted on-site inspections examination or Environmental Assessmentinvestigation, Purchaser Buyer shall (a) notify Seller in writing at least two (2) Business Days prior to such examination or investigation of a Property and coordinate the conduct of such examination or investigation with Seller’s representatives, (b) not to interfere with the normal Operations operation of any Acquired Assets in any material respect the Properties, and shall (c) comply with all applicable Laws and all requirements and safety policies and procedures of Seller and, if Seller is not the operator of the Properties, the operator of the Properties. To the extent that, through no fault of its own, Buyer is not afforded a reasonable opportunity PURCHASE AND SALE AGREEMENT 15 prior to the Defect Notice Date to access a Property that is operated by a third party operator from whom a consent is necessary for Buyer to access such Acquired Assets. If Purchaser or any contractor or agent of Purchaser prepares an Environmental Assessment of any Acquired AssetsProperty, Purchaser at Buyer’s election, such Property shall promptly furnish copies thereof to Seller. If requested be retained by Seller at Closing, such Property shall be an Excluded Asset, and without limiting the confidentiality obligations Purchase Price shall be reduced by the Allocated Value of the Parties hereunder (including those set forth in Section 10.13) or in the Confidentiality Agreement, the Parties shall enter into a letter agreement memorializing the privileged and protected status of the Environmental Assessment and protecting the confidentiality of any such Environmental Assessment. (b) Property. IN CONNECTION WITH THE GRANTING OF ANY ACCESS TO THE ACQUIRED ASSETS SUCH ACCESS, BUYER REPRESENTS THAT IT IS ADEQUATELY INSURED AND ANY SUCH ENVIRONMENTAL ASSESSMENTBUYER WAIVES, PURCHASER REPRESENTS AND WARRANTS TO SELLER THAT PURCHASER AND EACH OF ITS ENTITY REPRESENTATIVES AND CONTRACTORS THAT CONDUCTS ANY SUCH ENVIRONMENTAL ASSESSMENT OR OTHERWISE ENTERS ONTO ANY OF THE ACQUIRED ASSETS ARE ADEQUATELY INSURED. PURCHASER WAIVES AND RELEASES, RELEASES AND AGREES TO INDEMNIFY, DEFEND, DEFEND AND SAVE AND HOLD HARMLESS INDEMNIFY THE SELLER INDEMNIFIED SELLER PARTIES FROM AND AGAINST ANY AND ALL CLAIMS OF ANY PERSON FOR INJURY TOLIABILITIES, DAMAGES, COSTS, LOSSES AND EXPENSES ARISING FROM OR DEATH OF, ANY NATURAL PERSON OR FOR LOSSES INCURRED BY ANY PERSON ARISING IN ANY WAY FROM ANY RELATED TO THE ACCESS AFFORDED TO PURCHASERBUYER HEREUNDER OR THE ACTIVITIES OF BUYER OR ITS EMPLOYEES, OR ANY OF ITS ENTITY AGENTS, CONTRACTORS AND OTHER REPRESENTATIVES OR CONTRACTORS IN CONNECTION WITH PURCHASER’S DUE DILIGENCE REVIEWSUCH EXAMINATIONS OR INVESTIGATIONS EXCEPT FOR ANY AND ALL LIABILITIES, OR ANY ACTIVITIESDAMAGES, INCLUDING ANY ENVIRONMENTAL ASSESSMENTCOSTS, LOSSES AND EXPENSES RESULTING FROM PREEXISTING CONDITIONS. THIS WAIVER, RELEASE, AND INDEMNITY BY BUYER SHALL SURVIVE TERMINATION OF PURCHASER OR ANY SUCH ENTITY REPRESENTATIVES OR CONTRACTORS IN CONNECTION THEREWITH; PROVIDED, HOWEVER, THAT SUCH INDEMNIFICATION SHALL NOT EXTEND TO ANY CLAIMS ARISING OUT OF SELLER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. This Section 4.3(b) shall survive the termination of this Agreement indefinitelyTHIS AGREEMENT.

Access to Properties. (a) Upon reasonable advance prior notice to Seller, Seller and the Purchased Entities shall permit Purchaser’s authorized representatives to the extent permitted at Law or under applicable contracts, (i) consult with respect to all Acquired Assets operated by Seller, Seller shall allow Purchaser the Purchased Entities and their agents and employees during reasonable business hours or such other times as the Parties may agree, and to conduct, at Purchaser’s sole risk, Liability, risk and expense, on-site inspections inspections, tests and an Environmental Assessment inventories of the Acquired Purchased Assets under and inspect and examine all Well logs and geological and geophysical data relating to such Purchased Assets, subject to Section 6.1(b9.4(f) of this Agreement (relating to Purchaser’s Access). As soon as reasonably practicable, but in any event promptly upon completion of Purchaser’s due diligence, Purchaser shall at its sole cost and expense and without any cost or expense to Seller or the Purchased Entities (i) repair all damage done to the Assets in connection with Purchaser’s due diligence, (ii) restore the Assets as close as practicable to the same condition as, or better condition than, they were prior to commencement of Purchaser’s due diligence, and (iii) remove all equipment, tools or other property brought onto the Assets in connection with respect Purchaser’s due diligence. Any disturbance to all Acquired the Assets not operated (including, the leasehold associated therewith) resulting from Purchaser’s due diligence will be promptly corrected by Seller, Seller shall use Commercially Reasonable Efforts (at no cost, expense or liability to Seller) to allow Purchaser to conduct, at Purchaser’s sole risk, Liability, cost and expense. PURCHASER HEREBY AGREES TO RELEASE, on-site inspections and an Environmental Assessment of the Acquired Assets under Section 6.1(b). In connection with any such permitted on-site inspections or Environmental AssessmentDEFEND, Purchaser shall not interfere with the normal Operations of any Acquired Assets in any material respect and shall comply with all requirements and safety policies and procedures of the operator of such Acquired Assets. If Purchaser or any contractor or agent of Purchaser prepares an Environmental Assessment of any Acquired AssetsINDEMNIFY AND HOLD HARMLESS SELLER, Purchaser shall promptly furnish copies thereof to Seller. If requested by Seller and without limiting the confidentiality obligations of the Parties hereunder (including those set forth in Section 10.13) or in the Confidentiality AgreementITS AFFILIATES, the Parties shall enter into a letter agreement memorializing the privileged and protected status of the Environmental Assessment and protecting the confidentiality of any such Environmental Assessment. (b) IN CONNECTION WITH THE GRANTING AND EACH OF THEIR RESPECTIVE PARTNERS, SHAREHOLDERS, OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND REPRESENTATIVES, FROM AND AGAINST ALL CLAIMS, LOSSES, DAMAGES, COSTS, EXPENSES, CAUSES OF ACTION AND JUDGMENTS OF ANY KIND OR CHARACTER, INCLUDING THOSE RESULTING FROM SELLER’S SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY, ARISING OUT OF, OR RELATING TO, PURCHASER’S OR PURCHASER’S REPRESENTATIVES’ ACCESS TO THE ACQUIRED ASSETS AND RECORDS, ANY SUCH ENVIRONMENTAL ASSESSMENT, PURCHASER REPRESENTS AND WARRANTS TO SELLER THAT PURCHASER AND EACH OFFICES OF ITS ENTITY REPRESENTATIVES AND CONTRACTORS THAT CONDUCTS ANY SUCH ENVIRONMENTAL ASSESSMENT OR OTHERWISE ENTERS ONTO ANY OF THE ACQUIRED ASSETS ARE ADEQUATELY INSURED. PURCHASER WAIVES AND RELEASES, AND AGREES TO INDEMNIFY, DEFEND, AND SAVE AND HOLD HARMLESS THE INDEMNIFIED SELLER PARTIES FROM AND AGAINST ANY AND ALL CLAIMS OF ANY PERSON FOR INJURY TOSELLER, OR DEATH OF, ANY NATURAL PERSON OR FOR LOSSES INCURRED THE PURCHASED ASSETS PRIOR TO CLOSING BY ANY PERSON ARISING IN ANY WAY FROM ANY ACCESS AFFORDED TO PURCHASER, PURCHASER OR ANY OF ITS ENTITY REPRESENTATIVES OR CONTRACTORS IN CONNECTION WITH PURCHASER’S DUE DILIGENCE REVIEWREPRESENTATIVES, OR ANY ACTIVITIES, BUT EXPRESSLY NOT INCLUDING ANY ENVIRONMENTAL ASSESSMENT, OF PURCHASER OR ANY SUCH ENTITY REPRESENTATIVES OR CONTRACTORS IN CONNECTION THEREWITH; PROVIDED, HOWEVER, THAT SUCH INDEMNIFICATION SHALL NOT EXTEND TO ANY CLAIMS ARISING OUT OF THOSE RESULTING FROM (i) SELLER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. This Section 4.3(bMISCONDUCT OR (ii) shall survive the termination of this Agreement indefinitelyTHE MERE DISCOVERY OF A NEW ENVIRONMENTAL CONDITION, OR ADDITIONAL FACTS RELATED TO A PRE-EXISTING ENVIRONMENTAL CONDITION BY PURCHASER OR PURCHASER’S REPRESENTATIVE, EXCEPT TO THE extent that purchaser’s environmental diligence PHYSICALLY exacerbates such condition.