Exclusions from the Property Clause Samples
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Exclusions from the Property. The Property to be conveyed and assigned under this Agreement does not include:
1.2.1 Unless the parties otherwise agree in writing and enter into a separate data license agreement and except as expressly provided in Section 1.1.6 as property of COI, (i) seismic, geological, geochemical, or geophysical data (including cores and other physical samples or materials from wells or tests) belon▇▇▇▇ to SELLER or licensed from third parties, and (ii) interpretations of seismic, geological, geochemical or geophysical data belonging to SELLER or licensed from third parties;
1.2.2 SELLER's intellectual property, including proprietary computer software, computer software licensed from third parties, patents, pending patent applications, trade secrets, copyrights, and names, marks and logos;
1.2.3 SELLER's corporate, financial and tax records, and legal files, except that SELLER will provide BUYER with copies of any tax records that are necessary for BUYER's ownership, administration or operation of the Property or COI's ownership, administration or operation of the Leases, Wells, Lease Property ▇▇▇ ▇quipment, or Related Contracts;
1.2.4 Notwithstanding any other provision of this Agreement to the contrary, any records or information that SELLER considers proprietary or confidential (including employee information and internal valuation data regarding its ownership of COI), or which SELLER cannot legally provide to BUYER because of third-party restrictions;
1.2.5 Trade credits and rebates from contractors and vendors, and adjustments or refunds attributable to any period before the Effective Date relative to the Property and Assets, including transportation tax credits and refunds, tariff refunds, take-or-pay claims, insurance premium adjustments, and audit adjustments under the Related Contracts, which BUYER will assign, convey and pay over, or ensure that COI assigns, conveys and pays over to SELLER;
1.2.6 Claims of SELLER or COI for refund of or loss carry forwards with respect to (i) production, windfall profit, severance, ad valorem or any other taxes attributable to any period prior to the Effective Date relative to the Property and Assets, (ii) income or franchise taxes, or (iii) any taxes attributable to the excluded items described in this Section 1.2, which BUYER will assign, convey and pay over, or ensure that COI assigns, conveys and pays over to SELLER;
(i) All deposits, cash, checks in process of collection, cash equivalents and funds attributable to any...
Exclusions from the Property. Notwithstanding any other provision of this Agreement to the contrary, the Property to be conveyed and assigned under this Agreement does not include the following, all of which are reserved by Seller (collectively, the “Excluded Assets”):
1.2.1 to the extent not assignable without the payment of money or the securing of a licensor’s consent or which cannot be disclosed to a third Person pursuant to the terms of an applicable agreement (provided that Seller shall use commercially reasonable efforts (which shall not include the payment of money) to seek consent from any such licensor or under any such agreement) all (a) seismic, geological, geochemical or geophysical data licensed by Seller or licensed from a third Person and (b) interpretations or derivative information of such seismic, geological, geochemical or geophysical data;
1.2.2 Seller’s intellectual property used in developing or operating the Property, including, without limitation, proprietary computer software, computer software licensed from third parties, patents, pending patent applications, trade secrets, copyrights, names, marks and logos;
1.2.3 Seller’s corporate, financial, accounting and Tax (other than Asset Tax) records and legal files (except title opinions, abstracts and other muniments of title), except that Seller will provide Buyer, upon reasonable request, with copies of the pertinent portions of any Tax records that are necessary for Buyer’s ownership, administration or operation of the Property;
1.2.4 any of (a) Seller’s proprietary or confidential records or information related to Seller’s business generally (including, without limitation, employee information, internal valuation data, future work plans, business plans, transaction proposals and related information and correspondence, business studies and bids) and (b) documents of Seller protected by any attorney-client privilege (other than title opinions);
1.2.5 except to the extent there is any directly related adjustment to the Purchase Price or to the extent related to any of Buyer’s Assumed Obligations, trade credits and rebates from contractors, vendors and co-owners (including unpaid joint interest ▇▇▇▇▇▇▇▇) and adjustments or refunds attributable to Seller’s interest in the Property that relate to any period before the Effective Time, including, without limitation, any imbalances attributable to the Property downstream of the Property or at gas processing plants and associated make-up or cash settlement rights, tran...
Exclusions from the Property. The Property does not include the following, which were reserved by KMG, unto itself and its successors and assigns, from the assignment to KMG Sub referred to in the first recital of the Agreement; provided, however, none of the following items shall be considered excluded if they are owned by the joint account as identified in any operating agreement included in the Property (the “Excluded Assets”):
1.7.1 Unless the parties otherwise agree in writing and enter into a separate data license agreement, (i) seismic, geological, geochemical, or geophysical data (including cores and other physical samples or materials from ▇▇▇▇▇ or tests) belonging to KMG or licensed from third parties, and (ii) interpretations of seismic, geological, geochemical or geophysical data belonging to KMG or licensed from third parties;
1.7.2 KMG’s intellectual property used in developing or operating the Property, including without limitation, proprietary computer software, computer software licensed from third parties, patents, pending patent applications, trade secrets, copyrights, names, marks and logos;
1.7.3 Concurrent interests in any and all easements, rights-of-way, licenses, permits, servitudes, surface leases, surface use agreements, contracts, facilities, equipment, pipelines, and similar rights and interests relating to rights and interests reserved and not assigned by KMG in the Facilities (if any) and necessary or convenient to the possession and full enjoyment of such reserved rights and interests;
1.7.4 KMG’s corporate, financial and tax records, and legal files, except that KMG will provide W&T or Surviving Entity (as hereinafter defined) with copies of any tax records that are necessary, if any, for Surviving Entity’s ownership, administration or operation of the Property;
1.7.5 Notwithstanding any other provision of this Agreement to the contrary, any records or information that KMG considers proprietary or confidential (including without limitation, employee information, internal valuation data, business plans, reserve reports, transaction proposals and related information and correspondence, business studies, bids and documents protected by any privilege), or which KMG cannot legally provide to KMG Sub because of third party restrictions;
1.7.6 Trade credits and rebates from contractors and vendors, and adjustments or refunds attributable to KMG’s interest in the Property that relate to any period before the Calculation Date, including without limitation, trans...
Exclusions from the Property. The Assets do not include the following, which are reserved by Contributor unto itself and its successors and assigns (the "Excluded Assets"):
2.2.1 If any, Contributor's proprietary computer software, computer software licensed from third parties, patents, pending patent applications, trade secrets, copyrights, names, marks and logos;
2.2.2 If any, concurrent interests in any and all easements, rights-of-way, licenses, permits, servitudes, surface leases, surface use agreements, contracts, facilities, equipment, pipelines, and similar rights and interests relating to rights and interests held by Contributor not included in the Assets and necessary or convenient to the possession, and full enjoyment of such reserved rights and interests;
2.2.3 Trade credits and rebates from contractors and vendors, and adjustments or refunds attributable to Contributor's interest in the Assets that relate to any period before the Effective Time, including transportation Tax credits and refunds, tariff refunds, take-or-pay claims, insurance premium adjustments, and audit adjustments under the Contracts;
2.2.4 Claims of Contributor for refund of or loss carry forwards with respect to: (a) production, windfall profit, severance, ad valorem or any other taxes attributable to any period prior to the Effective Time; (b) income or franchise Taxes; and (c) any Taxes attributable to the excluded items described in this Section 2.2;
2.2.5 Deposits, cash, checks in process of collection, cash equivalents, accounts and notes receivable and other funds attributable to any periods before the Effective Time, and security or other deposits made with third parties prior to the Effective Time;
2.2.6 All proceeds, benefits, income or revenues with respect to the Assets attributable to periods prior to the Effective Time;
2.2.7 All Claims arising from acts, omissions or events, or damage to or destruction of the Assets before the Effective Time, and all related rights, titles, claims and interests of Contributor: (a) under any policy or agreement of insurance or indemnity; (b) under any bond or letter of credit; or (c) to any insurance or condemnation proceeds or awards; and
2.2.8 If any, all swap, futures, or derivative contracts backed by or related to Hydrocarbons.