Common use of Access to the Assets Clause in Contracts

Access to the Assets. Subject to the Confidentiality Provisions, Seller agrees to grant Buyer access to the Assets during reasonable business hours and after prior reasonable written notice, with Seller’s representative present and Buyer complying with Seller’s rules and regulations, including safety, so Buyer may, at its sole risk and expense, (a) conduct non-invasive on-site inspections and environmental assessments of the Assets and (b) conduct inspections of the operation of the Assets and prepare to assume ownership of the Assets after Closing. Buyer acknowledges and agrees that: (1) Seller owns oil and gas ▇▇▇▇▇, leases, and other related properties in and around the Assets separate and apart from the Liquids Gathering System and the Personal Property; (2) Ultra Resources operates such oil and gas ▇▇▇▇▇, leases, and other related properties and may itself own rights and property in and around the Assets separate and apart from the Liquids Gathering System and the Personal Property; (3) after the Closing, Seller intends to continue to own such oil and gas ▇▇▇▇▇, leases, and other related properties; (4) after the Closing, Ultra Resources intends to continue to operate such oil and gas ▇▇▇▇▇, leases, and other related properties, to own its other rights and property in and around the Assets, and to co-use the ▇▇▇▇▇▇ Easements as contemplated in the Partial Assignment of ▇▇▇▇▇▇ Easements to Buyer; and (5) nothing in this Agreement or otherwise gives Buyer or any of its Representatives any right to make inspections or investigations with respect to such operations, oil and gas ▇▇▇▇▇, leases, and other related properties. If Buyer or its agents prepares an environmental assessment of any Asset, Buyer agrees to keep such assessment confidential (unless legally required to disclose) and to furnish copies thereof to Seller. In connection with any on-site inspections, Buyer (a) agrees not to interfere with the normal operation of the Assets, (b) agrees to comply with Seller’s requirements of the operators of the Assets and (c) represents that it is adequately insured. Buyer waives, releases and agrees to indemnify, defend and hold harmless Seller and its Affiliates, and each of their directors, officers, shareholders, members, employees, agents and representatives against all claims, liabilities and obligations, including without limitation, personal injury, death and/or property damage, arising from Buyer’s activities or inspection of the Assets, the Records, the Insurance Policies or any other related information prior to Closing, except to the extent such liabilities or damages are caused by Seller’s gross negligence or willful misconduct, and such indemnification shall survive Closing and termination of this Agreement. The provisions of this Section 4.3 shall survive termination of this Agreement for a period of twelve (12) months after such termination and shall survive Closing until the expiration of the Survival Period.

Access to the Assets. Subject To the extent not completed prior to the Confidentiality ProvisionsExecution Date, from the Execution Date until the Closing Date (or earlier termination of this Agreement in accordance with the terms hereof) and subject to Section 5.1, Seller agrees to shall (i) grant Buyer Buyer, its Representatives, and an Environmental Consultant reasonable access to the Assets during reasonable normal business hours and after prior reasonable written notice, with (ii) furnish to Buyer or make available at Seller’s representative present offices such additional data and Buyer complying with other information regarding the Assets in Seller’s rules or its Affiliates’ possession as Buyer may from time to time reasonably request (including allowing the performance of (A) Phase I environmental site assessments with respect to each Well and regulations, including safety, so Buyer may, at its sole risk and expenseeach Held Permit, (aB) conduct non-invasive on-site inspections H-5 pressure testing and environmental assessments step rate injection testing for each of the Assets and (b) conduct inspections of the operation of the Assets and prepare to assume ownership of the Assets after Closing. Buyer acknowledges and agrees that: (1) Seller owns oil and gas ▇▇▇▇▇, leases, and other related properties in and around the Assets separate and apart from the Liquids Gathering System and the Personal Property; (2) Ultra Resources operates such oil and gas ▇▇▇▇▇, leases, and other related properties and may itself own rights and property in and around the Assets separate and apart from the Liquids Gathering System and the Personal Property; (3) after the Closing, Seller intends to continue to own such oil and gas ▇▇▇▇▇, leases, and other related properties; (4) after the Closing, Ultra Resources intends to continue to operate such oil and gas ▇▇▇▇▇, leases, and other related properties, to own its other rights and property in and around the Assets, and to co-use the ▇▇▇▇▇▇ Easements as contemplated (which tests may be performed by Buyer or a third-party contractor hired by Buyer) and (C) preparing the Assets for transition to Buyer) (such actions, an “Environmental Assessment”); provided that Buyer shall not conduct any Phase II environmental testing or other Invasive Activities without Seller’s prior written consent, which may be withheld in the Partial Assignment sole discretion of ▇▇▇▇▇▇ Easements Seller. Buyer shall, and shall cause its Representatives and the Environmental Consultant to, abide by Seller’s safety rules, regulations and operating policies. Seller shall have the right to Buyer; have one or more Representatives accompany Buyer at all times during the Environmental Assessment, and Buyer shall give Seller at least forty-eight (548) nothing in this Agreement or otherwise gives Buyer hours’ notice prior to any visits by it (or any Environmental Consultant) to the Assets. If Buyer, its Representatives, or the Environmental Consultant prepares any environmental assessment or report of its Representatives any right to make inspections or investigations with respect to such operationsAsset (including any Environmental Assessment), oil and gas ▇▇▇▇▇, leasesBuyer shall keep, and other related properties. If Buyer shall cause such Representatives and/or the Environmental Consultant to keep, such report or its agents prepares an environmental assessment of any Asset, Buyer agrees to keep such assessment confidential (unless legally required to disclose) and to furnish copies thereof (including any and all drafts) to Seller. In connection with any on-site inspections, Buyer (a) agrees not to interfere with the normal operation Seller within one week of the Assets, (b) agrees to comply with Seller’s requirements of the operators of the Assets and (c) represents that it is adequately insured. Buyer waives, releases and agrees to indemnify, defend and hold harmless Seller and its Affiliates, and each of their directors, officers, shareholders, members, employees, agents and representatives against all claims, liabilities and obligations, including without limitation, personal injury, death and/or property damage, arising from receipt thereof by Buyer’s activities or inspection of the Assets, the Records, the Insurance Policies or any other related information prior to Closing, except to the extent such liabilities or damages are caused by Seller’s gross negligence or willful misconduct, and such indemnification shall survive Closing and termination of this Agreement. The provisions of this Section 4.3 shall survive termination of this Agreement for a period of twelve (12) months after such termination and shall survive Closing until the expiration of the Survival Period.