Common use of File Transfers Clause in Contracts

File Transfers. Within a reasonable time after Closing, SELLER will transfer to PURCHASER, subject to SELLER's continuing right of access as hereinafter set forth, the following original SELLER files, records, documents and data relating to the PROPERTY: oil, gas and mineral lease, fee, easement and right of way, surface lease, operating agreement, farmout, unitization and pooling and land abstract files and records as well as original well record files on all active wells (i.e., all existing we▇▇▇ ▇ituated on the PROPER▇▇ ▇▇ich have not been plugged and abandoned as of the Closing Date) but save, less and except therefrom all Proprietary Data which for the purposes of this AGREEMENT, shall include (i) all data that is confidential or legally privileged, (ii) any interpretive geological and geophysical information which would reveal the methods used by SELLER in interpreting geological and geophysical information, economic analysis, and any information or other similar proprietary data which would reveal SELLER's economic guidelines or other methods or systems by which SELLER conducts its economic analysis, and (iii) any similar data or information. SELLER retains the right of complete access to the above files and records, which right of access may be exercised by SELLER at reasonable times, upon giving PURCHASER reasonable notice and which shall include, at SELLER's sole cost and expense, the right to copy or duplicate any and all contents therein. Should SELLER be required by a governmental rule or order to produce the original of any document described in this subsection, PURCHASER will, to the best of its ability, make such document available to enable SELLER to comply with said rule or order upon receiving proper assurance that such document will be promptly returned to PURCHASER. After Closing, SELLER shall grant PURCHASER the right of access to the following SELLER files, records, documents and data relating to the PROPERTY: division order, transfer order, letters-in-lieu, regulatory, accounting, environmental, pipeline, maintenance, transportation, [processing,] production and engineering files and records not conveyed and transferred to PURCHASER; however, this right of access shall not extend to or cover Proprietary Data as defined above in this subsection 27(n). PURCHASER's right of access may be exercised at reasonable times, upon giving SELLER reasonable notice and shall include, at PURCHASER's sole cost and expense, the right to copy any and all contents therein not otherwise excluded subject to the following: (1) only division of interest sheets, division orders, transfer orders, letters-in-lieu, title opinions and title curative material may be copied from division order files and (2) only gas contracts and amendments or agreements relating thereto and pertinent outside correspondence may be copied from gas files. Should PURCHASER be required by a governmental rule or order to produce the original of any document to which the right of access has been granted by this subsection, SELLER will, to the best of its ability, make such document available to enable PURCHASER to comply with said rule or order upon receiving proper assurance that such document will be promptly returned to SELLER.

File Transfers. Within a reasonable time after Closing, SELLER will transfer to PURCHASER, subject to SELLER's continuing right of access as hereinafter set forth, the following original SELLER files, records, documents and data relating to the PROPERTY: oil, gas and mineral lease, fee, easement and right of way, surface lease, operating agreement, farmout, unitization and pooling and land abstract files and records as well as original well record files on all active wells (i.e., all existing wewell▇ ▇▇▇ ▇ituated on the PROPER▇▇ ▇▇ich have not been plugged and abandoned as of the Closing Date) but save, less and except therefrom all Proprietary Data which for the purposes of this AGREEMENT, shall include (i) all privileged data that is confidential or legally privilegedand all data subject to confidentiality agreements, (ii) any interpretive geological and geophysical information which would may reveal the methods used by SELLER in interpreting geological and geophysical information, economic analysis, and any information or other similar proprietary data which would might reveal SELLER's economic guidelines or other methods or systems by which SELLER conducts its economic analysis, and (iii) any similar data or informationproprietary data. SELLER retains the right of complete access to the above files and records, which right of access may be exercised by SELLER at reasonable times, upon giving PURCHASER reasonable notice and which shall include, at SELLER's sole cost and expense, the right to copy or duplicate any and all contents therein, other than confidential information of PURCHASER included therein after Closing, which SELLER shall be required to hold in confidence. Should SELLER be required by a governmental rule or order to produce the original of any document described in this subsection, PURCHASER will, to the best of its ability, make such document available access by PURCHASER and PURCHASER's auditors shall be limited to enable SELLER information covering three complete calendar years prior to comply with said rule or order upon receiving proper assurance that such document will be promptly returned the calendar year in which the request for access is made and the partial calendar year prior to PURCHASERthe date on which the request for access is made. After Closing, SELLER shall grant PURCHASER the right of access use reasonable efforts to the following SELLER files, records, documents and provide unaudited data relating to the PROPERTY: division order, transfer order, letters-in-lieu, regulatory, accounting, environmental, pipeline, maintenance, transportation, [processing,] production and engineering files and records not conveyed and transferred to PURCHASER; however, this right of access shall not extend to or cover Proprietary Data for an additional two prior calendar years as defined above in this subsection 27(n). PURCHASER's right of access may be exercised at reasonable times, upon giving SELLER reasonable notice and shall include, at PURCHASER's sole cost and expense, the right to copy any and all contents therein not otherwise excluded subject to the following: (1) only division of interest sheets, division orders, transfer orders, letters-in-lieu, title opinions and title curative material may be copied from division order files and (2) only gas contracts and amendments or agreements relating thereto and pertinent outside correspondence may be copied from gas files. Should PURCHASER be required by a governmental rule or order to produce the original of any document to which the right of access has been granted by this subsection, SELLER will, to the best of its ability, make such document available necessary to enable PURCHASER to comply with said rule satisfy any filing or order upon receiving proper assurance that registration requirements of the Securities and Exchange Commission. PURCHASER shall only have the right to access such document will be promptly returned to SELLER.information "AS IS" and "WHERE IS". SELLER MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER AS TO THE INFORMATION, INCLUDING WITHOUT LIMITATION, THE ACCURACY OR COMPLETENESS OF THE INFORMATION TO BE ACCESSED BY PURCHASER AND PURCHASER'S AUDITORS. ANY RELIANCE ON OR USES PURCHASER MAKES OF SUCH INFORMATION IS AT PURCHASER'S SOLE RISK, AND SELLER SHALL HAVE NO