Common use of Transfer of Files Clause in Contracts

Transfer of Files. Seller will for thirty (30) Business Days after Closing, make available for copying, at Buyer’s expense, all of Seller’s lease files, abstracts and title opinions, division order files, production records, well files, accounting records (but not including general financial accounting or tax accounting records, and records related to transactions prior to the Effective Date), and other similar files and records which directly relate to the Properties being purchased and sold at such Closing (all such files to be provided shall not include those which Seller reasonably considers to be proprietary or confidential to it or which Seller cannot provide to Buyer without, in its reasonable opinion, breaching, or risking a breach of, agreements with other parties, or waiving, or risking waiving, legal privilege). However, as to those files and records for which Seller reasonably believes legal privilege may be lost or waived if provided or transferred to Buyer or which Seller reasonably believes is prohibited from providing or transferring to Buyer, Seller shall make reasonable good faith efforts to obtain permission to provide such files or records to Buyer without waiving any such privilege or breaching any such agreement within twenty days after execution of this Agreement by all parties, provided Seller is only obligated to cause its employees to expend a reasonable amount of time in an effort to obtain such permission and shall not be obligated to incur any costs or expenses to obtain such permission other than the salaries of such employees. Seller may, at its election, make and retain copies of any or all such files. Buyer shall preserve all files so delivered by Seller for a period of five years following Closing and will allow Seller access (including, without limitation, the right to make copies at Seller’s expense) to such files at all reasonable times; however, Buyer shall have the right to exclude Seller’s access to any portion of any such files created, generated, or assembled by Buyer.

Appears in 1 contract

Sources: Agreement of Sale and Purchase (Halcon Resources Corp)

Transfer of Files. Seller will for thirty (30) Business Days after Closing, make available for copyinguse its best efforts to deliver to Buyer, at Buyer’s expense, and within 30 days after the later of Seller relinquishing operations or the termination of the Transition Agreement, all of Seller’s lease files, abstracts and title opinions, division order files, production records, well files, seismic, geological, geophysical and other similar data comprising a part of the Property, accounting records (but not including general financial accounting or tax accounting records, and records related to transactions prior to the Effective Date), and other similar files and records which directly relate to the Properties being purchased and sold at such Closing (all such files to be provided shall not include Properties, other than those which Seller reasonably considers to be proprietary or confidential to it or which Seller cannot provide to Buyer without, in its reasonable opinion, breaching, or risking a breach of, agreements with other parties, or waiving, or risking waiving, legal privilege). However, as Seller shall not be obligated to those files and provide Buyer with access to or to transfer that portion of any records or data for which Seller reasonably believes legal privilege may be lost or waived if provided or transferred to Buyer or which Seller reasonably believes it is prohibited from providing to Buyer. However, as to those documents or transferring files which Seller reasonably believes it is prohibited from providing to Buyer, Seller shall make reasonable good faith efforts to obtain permission to provide such files records or records data to Buyer without waiving any such privilege or breaching any such agreement within twenty days one week after execution of this Agreement by all partiesAgreement, provided that Seller is shall only be obligated to cause its employees to expend a reasonable amount of time in an effort to obtain such permission and Seller shall not be obligated to incur any costs or expenses to obtain such permission other than the salaries of such employees. Seller may, at its election, make and retain copies of any or all such files. Buyer shall preserve all files so delivered by Seller for of a period of five 2 years following Closing and will allow Seller access (including, without limitation, the right to make copies at Seller’s expense) to such files at all reasonable times; however, Buyer shall have the right to exclude Seller’s access to any portion of any such files created, generated, or assembled by Buyer.

Appears in 1 contract

Sources: Agreement of Sale and Purchase (Whiting Petroleum Corp)

Transfer of Files. Seller will for thirty (30) Business Days after Closing, make available for copying, at Buyer’s expense, all of Seller’s lease files, abstracts and title opinions, division order files, production records, well files, accounting records (but not including general financial accounting or tax accounting records, and records related to transactions prior to the Effective Date), and other similar files and records which directly relate to the Properties being purchased and sold at such Closing (all such files to be provided shall not include those which Seller reasonably considers to be proprietary or confidential to it or which Seller cannot provide to Buyer without, in its reasonable opinion, breaching, or risking a breach of, agreements with other parties, or waiving, or risking waiving, legal privilege). However, as to those files and records for which Seller reasonably believes legal privilege may be lost or waived if provided or transferred to Buyer or which Seller reasonably believes is prohibited from providing or transferring to Buyer, Seller shall make reasonable good faith efforts to obtain permission to provide such files or records to Buyer without waiving any such privilege or breaching any such agreement within twenty days after execution of this Agreement by all parties, provided Seller is only obligated to cause its employees to expend a reasonable amount of time in an effort to obtain such permission and shall not be obligated to incur any costs or expenses to obtain such permission other than the salaries of such employees. Seller may, at its election, make and retain copies of any or all such files. Buyer shall preserve all files so delivered by Seller for a period of five years following Closing and will allow Seller access (including, without limitation, the right to make copies at Seller’s expense) to such files at all reasonable times; however, Buyer shall have the right to exclude Seller’s access to any portion of any such files created, generated, or assembled by Buyer.access

Appears in 1 contract

Sources: Agreement of Sale and Purchase