Common use of Retained Assets Clause in Contracts

Retained Assets. Notwithstanding anything to the contrary in Sections 2.1 through 2.7 or elsewhere herein, the Assets do not include the following (collectively, the “Retained Assets”): (a) All claims and causes of action of Seller (i) arising from acts, omissions or events related to, or damage to or destruction of, the Assets, occurring prior to the Effective Time, (ii) arising under or with respect to any of the Contracts to the extent that such claims and causes of action are attributable to (A) periods of time prior to the Effective Time (including claims for adjustments or refunds) and (B) any Claim for which Seller is required to indemnify Buyer Group under this Agreement, or (iii) with respect to any of the Retained Assets, copies of all Records necessary to process such claims after the Closing. (b) All rights and interest of Seller (i) under any policy or agreement of insurance or (to the extent attributable to a Claim for which Seller is required to indemnify Buyer Group under this Agreement) indemnity, (ii) under any bond or (iii) to any insurance or condemnation proceeds or awards arising, in each case, from acts, omissions or events related to, or damage to or destruction of, the Assets occurring prior to the Effective Time. (c) All claims of Seller for refunds or loss carry forwards with respect to (i) production, severance or any other Taxes attributable to the Assets for any period prior to the Effective Time paid by Seller or for which an adjustment to the Base Purchase Price was made under Section 3.3(a), (ii) Income Taxes or (iii) any Taxes attributable to the Retained Assets. (d) All proceeds, income, revenues, refunds or other benefits (including any benefit attributable to any current or future laws or regulations in respect of “royalty relief” or other similar measures) not otherwise enumerated above, to the extent attributable to production or services Seller performed prior to the Effective Time as well as any security or other deposits made, attributable to (i) the Assets for any period prior to the Effective Time or (ii) any Retained Assets. (e) All documents and instruments of Seller relating to the Assets that may be protected by an attorney client or work product privilege (excepting title opinions and related documents and other documents and instruments included in the Records). (f) Seller’s field offices, yard and water well as more specifically described on Schedule 2.9(f). (g) Without limiting the seismic data exclusions set forth in Section 2.7 above, all seismic, geophysical, geological or other similar data associated with the “Blooming Prairie” seismic shoot. (h) All audit rights arising under any of the Contracts or otherwise with respect to any period prior to the Effective Time or to any Retained Assets. (i) All surface rights not specifically associated with or used in conjunction with the Assets. (j) All Assets excluded from this Agreement pursuant to Sections 7.4.3(b), 8.2.2, 9.2 or 9.4. (k) All rights and obligations associated with that certain letter agreement dated July 18, 2012, by and between Seller and Oneok. (l) If by virtue of the limitation described on Exhibit “A” Seller is retaining an interest in a portion of the lands covered by an oil, gas and/or mineral lease described on Exhibit “A”, then the Retained Assets shall include all rights and obligations (i) associated with the ownership and operation of such interest in such lands and (ii) arising under each such oil, gas and/or mineral lease in which Seller is so retaining an interest in a portion of the lands covered thereby to the extent attributable to such interest in such lands.

Retained Assets. Notwithstanding anything to the contrary in Sections 2.1 through 2.7 or elsewhere herein, the Assets do not include the following (collectively, the “Retained Assets”):) (a) All claims and causes of action of Seller (i) arising from acts, omissions or events related to, or damage to or destruction of, the Assets, occurring prior to the Effective Time, (ii) arising under or with respect to any of the Contracts to the extent that such claims and causes of action are attributable to (A) periods of time prior to the Effective Time (including claims for adjustments or refunds) and (B) any Claim for which Seller is required to indemnify Buyer Group under this Agreement), or (iii) with respect to any of the Retained Assets, copies of all Records necessary to process such claims after the Closing. (b) All rights and interest of Seller (i) under any policy or agreement of insurance or (to the extent attributable to a Claim for which Seller is required to indemnify Buyer Group under this Agreement) indemnity, (ii) under any bond or (iii) to any insurance or condemnation proceeds or awards arising, in each case, from acts, omissions or events related to, or damage to or destruction of, the Assets occurring prior to the Effective Time. (c) All claims of Seller for refunds or loss carry forwards with respect to (i) production, severance or any other Taxes attributable to the Assets for any period of time prior to the Effective Time paid by Seller or for which an adjustment to the Base Purchase Price was made under Section 3.3(a)Time, (ii) Income income or franchise Taxes or (iii) any Taxes attributable to the Retained Assets. (d) All proceeds, income, revenues, claims, refunds or other benefits (including any benefit attributable to any current or future laws or regulations Laws in respect of “royalty relief” or other similar measures) not otherwise enumerated above, to the extent attributable to production or services Seller performed for any period prior to the Effective Time as well as any security or other deposits made, made or attributable to (i) the Assets for any period prior to the Effective Time or (ii) any Retained Assets. (e) All documents and instruments of Seller relating to the Assets that may be protected by an attorney client or work product privilege (excepting title opinions and related documents and other documents and instruments included in the Recordsdocuments).; (f) Seller’s field offices, yard and water well as more specifically described on Schedule 2.9(f). (g) Without limiting the seismic data exclusions set forth in Section 2.7 above, all seismic, geophysical, geological or other similar data associated with the “Blooming Prairie” seismic shoot. (h) All audit rights arising under any of the Contracts or otherwise with respect to any period prior to the Effective Time or to any Retained Assets.; and (ig) All surface rights not specifically associated with or used in conjunction with the AssetsThe Leases and ▇▇▇▇▇ set forth on Schedule 2.8 attached hereto. (j) All Assets excluded from this Agreement pursuant to Sections 7.4.3(b), 8.2.2, 9.2 or 9.4. (k) All rights and obligations associated with that certain letter agreement dated July 18, 2012, by and between Seller and Oneok. (l) If by virtue of the limitation described on Exhibit “A” Seller is retaining an interest in a portion of the lands covered by an oil, gas and/or mineral lease described on Exhibit “A”, then the Retained Assets shall include all rights and obligations (i) associated with the ownership and operation of such interest in such lands and (ii) arising under each such oil, gas and/or mineral lease in which Seller is so retaining an interest in a portion of the lands covered thereby to the extent attributable to such interest in such lands.

Retained Assets. Notwithstanding anything to the contrary in Sections 2.1 through 2.7 or elsewhere herein, the Assets do not include the following (collectively, the “Retained Assets”): (a) All claims, including claims for insurance proceeds, and causes of action of Seller Sellers (i) arising from acts, omissions or events related to, or damage to or destruction of, of the Assets, occurring prior to the Effective Time, (ii) arising under or with respect to any of the Contracts to the extent that such claims and causes of action are attributable to (A) periods of time prior to the Effective Time (including claims for adjustments or refunds) and (B) any Claim for which Seller is required to indemnify Buyer Group under this Agreement), or (iii) with respect to any of the Retained Assets; including, but not limited to, copies of all Records necessary to process such claims after the Closing. (b) All rights and interest of Seller Sellers (i) under any policy or agreement of insurance or (to the extent attributable to a Claim for which Seller is required to indemnify Buyer Group under this Agreement) indemnity, (ii) under any bond or (iii) to any insurance or condemnation proceeds or awards arising, in each case, from acts, omissions or events related to, or damage to or destruction of, the Assets occurring prior to the Effective Time. (c) All claims of Seller Sellers for refunds or loss carry forwards with respect to (i) production, severance or any other Taxes taxes attributable to the Assets for any period prior to the Effective Time paid by Seller or for which an adjustment to the Base Purchase Price was made under Section 3.3(a)Time, (ii) Income Taxes income or franchise taxes or (iii) any Taxes taxes attributable to the Retained Assets. (d) All amounts due or payable to Sellers as adjustments to insurance premiums related to the Assets with respect to any period prior to the Effective Time. (e) All proceeds, income, revenues, claims, refunds or other benefits (including any benefit attributable to any current or future laws or regulations in respect of “royalty relief” or other similar measures) not otherwise enumerated above, including any royalty overpayment receivables and/or future deductions as royalty offsets generated as a result of Sellers’ audit of royalties paid to the extent attributable to production MMS, or services Seller performed other Governmental Authority, prior to the Effective Time as well as any security or other deposits made, attributable to (i) the Assets for any period prior to the Effective Time or (ii) any Retained Assets. (ef) All documents and instruments of Seller Sellers relating to the Assets that may be protected by an attorney client or work product privilege (excepting title opinions and related documents and other documents and instruments included in the Records). (f) Seller’s field offices, yard and water well as more specifically described on Schedule 2.9(f).privilege; and (g) Without limiting the seismic data exclusions set forth in Section 2.7 above, all seismic, geophysical, geological or other similar data associated with the “Blooming Prairie” seismic shoot. (h) All audit rights arising under any of the Contracts or otherwise with respect to any period prior to the Effective Time or to any Retained Assets. (i) All surface rights not specifically associated with or used in conjunction with the Assets. (j) All Assets excluded from this Agreement pursuant to Sections 7.4.3(b), 8.2.2, 9.2 or 9.4. (k) All rights and obligations associated with that certain letter agreement dated July 18, 2012, by and between Seller and Oneok. (l) If by virtue of the limitation described on Exhibit “A” Seller is retaining an interest in a portion of the lands covered by an oil, gas and/or mineral lease described on Exhibit “A”, then the Retained Assets shall include all rights and obligations (i) associated with the ownership and operation of such interest in such lands and (ii) arising under each such oil, gas and/or mineral lease in which Seller is so retaining an interest in a portion of the lands covered thereby to the extent attributable to such interest in such lands.

Retained Assets. Notwithstanding anything to the contrary in Sections 2.1 through 2.7 2.9 or elsewhere herein, the Assets do not include the following (collectively, the “Retained Assets”): (a) All claims and causes of action of Seller (i) arising from acts, omissions or events related to, or damage to or destruction of, the Assets, occurring prior to the Effective Time, (ii) arising under or with respect to any of the Contracts to the extent that such claims and causes of action are attributable to (A) periods of time prior to the Effective Time (including claims for adjustments or refunds) and (B) any Claim for which Seller is required to indemnify Buyer Group under this Agreement), or (iii) with respect to any of the Retained Assets, copies of all Records necessary to process such claims after the Closing.; (b) All rights and interest of Seller (i) under any policy or agreement of insurance or (to the extent attributable to a Claim for which Seller is required to indemnify Buyer Group under this Agreement) indemnity, (ii) under any bond or (iii) to any insurance or condemnation proceeds or awards arising, in each case, from acts, omissions or events related to, or damage to or destruction of, the Assets occurring prior to the Effective Time.; (c) All claims of Seller for refunds or loss carry forwards with respect to (i) production, severance severance, excise or any other similar Taxes or real or personal property or ad valorem taxes attributable to the Assets for any period prior to the Effective Time paid by Seller or for which an adjustment to the Base Purchase Price was made under Section 3.3(a)Time, (ii) Income any other Taxes including income or franchise Taxes or (iii) any Taxes attributable to the Retained Assets.; (d) All proceeds, income, revenues, claims, refunds or other benefits (including any benefit attributable to any current or future laws or regulations Laws in respect of “royalty relief” or other similar measures) not otherwise enumerated above, to the extent attributable to production or services Seller performed prior to the Effective Time as well as any security or other deposits mademade prior to the Effective Time, attributable to (i) the Assets for any period prior to the Effective Time or (ii) any Retained Assets.; (e) All documents and instruments of Seller relating to the Assets that may be protected by an attorney client or work product privilege (excepting title opinions and related documents and other documents and instruments included in the Records).privilege; (f) Seller’s field offices, yard and water well All royalty overpayment amounts and/or future deductions as more specifically described on Schedule 2.9(f).royalty offsets associated with the Assets as of the Effective Time; (g) Without limiting the seismic data exclusions Receivables and security interests as set forth in under Section 2.7 above, all seismic, geophysical, geological or other similar data associated with prior to the “Blooming Prairie” seismic shoot.Effective Time; (h) All audit Audit rights arising under any of the Contracts or otherwise with respect to any period prior to the Effective Time or to the extent relating to any Retained Assets.Assets (including, for the avoidance of doubt, the claims described in clause (a) of this Section 2.10); (i) All surface rights not specifically associated with or used or to be used in conjunction with the Assets.Assets and which are not covered by the Surface Agreements; and (j) All Assets excluded from this Agreement pursuant to Sections 7.4.3(b)For the avoidance of doubt, 8.2.2, 9.2 or 9.4the Excluded Assets. (k) All rights and obligations associated with that certain letter agreement dated July 18, 2012, by and between Seller and Oneok. (l) If by virtue of the limitation described on Exhibit “A” Seller is retaining an interest in a portion of the lands covered by an oil, gas and/or mineral lease described on Exhibit “A”, then the Retained Assets shall include all rights and obligations (i) associated with the ownership and operation of such interest in such lands and (ii) arising under each such oil, gas and/or mineral lease in which Seller is so retaining an interest in a portion of the lands covered thereby to the extent attributable to such interest in such lands.

Retained Assets. Notwithstanding anything to the contrary in Sections 2.1 through 2.7 2.9 or elsewhere herein, the Assets do not include the following (collectively, the “Retained Assets”): (a) All claims and causes of action Claims of Seller (i) arising from acts, omissions or events related to, or damage to or destruction of, the Assets, occurring prior to the Effective Time, (ii) arising under or with respect to any of the Contracts to the extent that such claims and causes of action are attributable to (A) periods of time prior to the Effective Time (including claims Claims for adjustments or refunds) and (B) any Claim for which Seller is required to indemnify Buyer Group under this Agreement), or (iii) with respect to any of the Retained Assets, copies of all Records necessary to process such claims Claims after the Closing.; (b) All rights and interest of Seller (i) under any policy or agreement of insurance or (to the extent attributable to a Claim for which Seller is required to indemnify Buyer Group under this Agreement) indemnity, (ii) under any bond or (iii) to any insurance or condemnation proceeds or awards arising, in each case, from acts, omissions or events related to, or damage to or destruction of, the Assets occurring prior to the Effective Time.; (c) All claims Claims of Seller for refunds or loss carry forwards with respect to (i) production, severance severance, excise or any other similar Taxes or real or personal property or ad valorem taxes attributable to the Assets for any period prior to the Effective Time paid by Seller or for which an adjustment to the Base Purchase Price was made under Section 3.3(a)Time, (ii) Income any other Taxes including income or franchise Taxes or (iii) any Taxes attributable to the Retained Assets.; (d) All proceeds, income, revenues, claims, refunds or other benefits (including any benefit attributable to any current or future laws or regulations in respect of “royalty relief” or other similar measures) not otherwise enumerated above, to the extent attributable to production or services Seller performed prior to the Effective Time as well as any security or other deposits made, attributable to (i) the Assets for any period prior to the Effective Time or (ii) any Retained Assets.; (e) All documents and instruments of Seller relating to the Assets that may be protected by an attorney client or work product privilege privilege, provided that such restrictions have been disclosed to Buyer prior to Closing (excepting other than title opinions and opinions, related documents and other documents legal files and instruments records included in in, or are part of, the Recordsabove referenced files and records).; (f) Seller’s field offices, yard and water well All royalty overpayment amounts and/or future deductions as more specifically described on Schedule 2.9(f).royalty offsets associated with the Assets as of the Effective Time; (g) Without limiting the seismic data exclusions Receivables and security interests as set forth in under Section 2.7 above, all seismic, geophysical, geological or other similar data associated with prior to the “Blooming Prairie” seismic shoot.Effective Time; (h) All audit Audit rights arising under any of the Contracts or otherwise with respect to any period prior to the Effective Time or to the extent relating to any Retained Assets.; (i) All surface rights not specifically associated with or used in conjunction with the Assets.; and (j) All Assets excluded from this Agreement pursuant to Sections 7.4.3(b)For the avoidance of doubt, 8.2.2, 9.2 or 9.4the Excluded Assets. (k) All rights and obligations associated with that certain letter agreement dated July 18, 2012, by and between Seller and Oneok. (l) If by virtue of the limitation described on Exhibit “A” Seller is retaining an interest in a portion of the lands covered by an oil, gas and/or mineral lease described on Exhibit “A”, then the Retained Assets shall include all rights and obligations (i) associated with the ownership and operation of such interest in such lands and (ii) arising under each such oil, gas and/or mineral lease in which Seller is so retaining an interest in a portion of the lands covered thereby to the extent attributable to such interest in such lands.

Retained Assets. Notwithstanding anything to the contrary in Sections Section 2.1 through 2.7 Section 2.9 or elsewhere herein, the Assets do not include the following (collectively, the “Retained Assets”): (a) All claims and causes of action of Seller (i) arising from actsSubject to Article 16, omissions or events related to, or damage to or destruction of, the Assets, occurring prior to the Effective Time, (ii) arising under or with respect to any of the Contracts to the extent that such claims and causes of action are attributable to (A) periods of time prior to the Effective Time (including claims for adjustments or refunds) and (B) any Claim for which Seller is required to indemnify Buyer Group under this Agreement, or (iii) with respect to any of the Retained Assets, copies of all Records necessary to process such claims after the Closing. (b) All rights and interest interests of Seller (i) under any policy or agreement of insurance or (to the extent attributable to a Claim for which Seller is required to indemnify Buyer Group under this Agreement) indemnity, (ii) under any bond or (iii) to any insurance or condemnation proceeds or awards arising, in each case, from acts, omissions or events related to, or damage to or destruction of, the Assets occurring or accrued prior to the Effective Time.; (cb) All claims of Seller for refunds or of, credits attributable to, loss carry forwards with respect to, or similar Tax assets relating to (i) production, severance or any other Asset Taxes attributable to the Assets for any period (or portion thereof) ending prior to the Effective Time paid by Seller or for which an adjustment to the Base Purchase Price was made under Section 3.3(a)Time, (ii) Income Taxes income, franchise or similar Taxes, (iii) any Taxes attributable to the Retained Assets.Assets and (iv) any other Taxes imposed on or with respect to the ownership or operation of the Assets or the production of Hydrocarbons or the receipt of proceeds therefrom that are attributable to any Tax period (or portion thereof) ending prior to the Effective Time; (dc) All proceeds, income, revenues, claims, cause of action, lien rights, receivables, refunds or other benefits (including any benefit attributable to any current or future laws or regulations in respect of “royalty relief” or other similar measures) not otherwise enumerated above, to the extent attributable to production or services Seller performed prior to the Effective Time as well as any security or other deposits made, attributable to (i) the Assets for any period prior to the Effective Time or (ii) any other Retained Assets.; (d) All claims, rights, defenses and causes of action of Seller arising under or with respect to the Retained Litigation; (e) All claims, rights, defenses and causes of action under any Contracts to the extent (i) they are attributable to any period of time prior to the Effective Time, except to the extent related to any of the Assumed Obligations or (ii) they are attributable to any period of time after the Effective Time, but only to the extent related to any of the Retained Assets or any matters for which Seller has an indemnification obligation under this Agreement; (f) All documents and instruments of Seller relating to the Assets that may be protected by an attorney attorney-client or attorney-work product privilege (excepting privilege, but not including title opinions and similar title related documents and other documents and instruments included in the Records). (f) Seller’s field offices, yard and water well as more specifically described on Schedule 2.9(f).instruments; (g) Without limiting the seismic data exclusions set forth in Section 2.7 above, all seismic, geophysical, geological or other similar data associated with the “Blooming Prairie” seismic shoot. (h) All audit rights arising under any of the Contracts or otherwise with respect to any period prior to the Effective Time or to any Retained Assets.; (h) Originals of all data, information and records relating to Tax and accounting matters and copies of all other Records; (i) All surface rights not specifically associated with or used in conjunction with the Assets.The Hedge Contracts; (j) All Assets excluded from this Agreement pursuant to Sections 7.4.3(b), 8.2.2, 9.2 or 9.4.The Excluded Records; (k) All rights and obligations associated with that certain letter agreement dated July 18The assets, 2012interests, by and between Seller and Oneok.equipment, inventory or personal property identified on Schedule 2.10; and (l) If Those items more particularly identified and described elsewhere in this Agreement as being excluded and retained by virtue of the limitation described on Exhibit “A” Seller is retaining an interest in a portion of the lands covered by an oil, gas and/or mineral lease described on Exhibit “A”, then the Retained Assets shall include all rights and obligations (i) associated with the ownership and operation of such interest in such lands and (ii) arising under each such oil, gas and/or mineral lease in which Seller is so retaining an interest in a portion of the lands covered thereby to the extent attributable to such interest in such landsSeller.

Retained Assets. Notwithstanding anything to the contrary in Sections 2.1 through 2.7 or elsewhere herein, the Assets do not include the following (collectively, the “Retained Assets”): (a) All claims and causes of action of Seller (i1) arising from acts, omissions or events related to, or damage to or destruction of, the Assets, occurring prior to the Effective Time, (ii) arising under or with respect to any of the Contracts to the extent that such claims and causes of action are attributable to (A) periods of time prior to the Effective Time (including claims for adjustments or refunds) and (B) any Claim for which Seller is required to indemnify Buyer Group under this Agreement), or (iii) with respect to any of the Retained Assets, copies of all Records necessary to process such claims after the Closing, provided, Buyer retains access to such Records. (b) All rights and interest of Seller (i) under any policy or agreement of insurance or (to the extent attributable to a Claim for which Seller is required to indemnify Buyer Group under this Agreement) indemnity, (ii) under any bond or (iii) to any insurance or condemnation proceeds or awards arising, in each case, from acts, omissions or events related to, or damage to or destruction of, the Assets occurring prior to the Effective Time. (c) All claims of Seller for refunds or loss carry forwards with respect to (i) production, severance or any other Taxes attributable to the Assets for any period prior to the Effective Time paid by Seller or for which an adjustment to the Base Purchase Price was made under Section 3.3(a)Time, (ii) Income income or franchise Taxes or (iii) any Taxes attributable to the Retained Assets. (d) All proceeds, income, revenues, claims, refunds or other benefits (including any benefit attributable to any current or future laws or regulations Laws in respect of “royalty relief” ’ or other similar measures) not otherwise enumerated above, to the extent attributable to production or services Seller performed prior to the Effective Time as well as any security or other deposits made, attributable to (i) the Assets for any period prior to the Effective Time or (ii.) any Retained Assets. (e) All documents and instruments of Seller relating to the Assets that may be protected by an attorney client or work product privilege (excepting title opinions and related documents and other documents and instruments included in the Recordsdocuments).; (f) Seller’s field offices, yard and water well as more specifically described on Schedule 2.9(f). (g) Without limiting the seismic data exclusions set forth in Section 2.7 above, all seismic, geophysical, geological or other similar data associated with the “Blooming Prairie” seismic shoot. (h) All audit rights arising under any of the Contracts or otherwise with respect to any period prior to the Effective Time or to any Retained Assets.; (ig) All surface rights not specifically associated with or used in conjunction with the Assets.; and (jh) All Assets excluded from this Agreement pursuant to Sections 7.4.3(b), 8.2.2, 9.2 or 9.4. (k) All Seller’s retained proportionate share of the rights and obligations associated with that certain letter agreement dated July 18, 2012, by and between Seller and Oneok. (l) If by virtue of the limitation described on Exhibit “A” Seller is retaining an interest in a portion of the lands covered by an oil, gas and/or mineral lease described on Exhibit “A”, then the Retained Assets shall include all rights and obligations (i) associated with the ownership and operation of such interest in such lands and (ii) arising under each such oil, gas and/or mineral lease in which Seller is so retaining an interest in a portion of the lands covered thereby or attributable to the extent attributable to such interest in such landsOneok Contracts as provided for under Sections 11.5, 11.6, and 11.7.

Retained Assets. Notwithstanding anything to the contrary in Sections 2.1 through 2.7 or elsewhere herein, the Assets do not include the following (collectively, the “Retained Assets”): (a) All claims and causes of action of Seller (i) arising from acts, omissions or events related to, or damage to or destruction of, the Assets, occurring prior to the Effective Time, (ii) arising under or with respect to any of the Contracts to the extent that such claims and causes of action are attributable to (A) periods of time prior to the Effective Time (including claims for adjustments or refunds) and (B) any Claim for which Seller is required to indemnify Buyer Group under this Agreement), or (iii) with respect to any of the Retained Assets, copies of all Records necessary to process such claims after the Closing. (b) All rights and interest of Seller (i) under any policy or agreement of insurance or (to the extent attributable to a Claim for which Seller is required to indemnify Buyer Group under this Agreement) indemnity, (ii) under any bond or (iii) to any insurance or condemnation proceeds or awards arising, in each case, from acts, omissions or events related to, or damage to or destruction of, the Assets occurring prior to the Effective Time. (c) All claims of Seller for refunds or loss carry forwards with respect to (i) production, severance or any other Taxes attributable to the Assets for any period prior to the Effective Time paid by Seller or for which an adjustment to the Base Purchase Price was made under Section 3.3(a)Time, (ii) Income income or franchise Taxes or (iii) any Taxes attributable to the Retained Assets. (d) All proceeds, income, revenues, claims, refunds or other benefits (including any benefit attributable to any current or future laws or regulations in respect of “royalty relief” or other similar measures) not otherwise enumerated above, to the extent attributable to production or services Seller performed prior to the Effective Time as well as any security or other deposits made, attributable to (i) the Assets for any period prior to the Effective Time or (ii) any Retained Assets. (e) All documents and instruments of Seller relating to the Assets that may be protected by an attorney client or work product privilege (excepting title opinions and related documents and other documents and instruments included in the Recordsdocuments).; (f) Seller’s field offices, yard and water well as more specifically described on Schedule 2.9(f). (g) Without limiting the seismic data exclusions set forth in Section 2.7 above, all seismic, geophysical, geological or other similar data associated with the “Blooming Prairie” seismic shoot. (h) All audit rights arising under any of the Contracts or otherwise with respect to any period prior to the Effective Time or to any Retained Assets.; (ig) The Excluded Equipment; and (h) All surface rights not specifically associated with or used in conjunction with the Assets. (j) All Assets excluded from this Agreement pursuant to Sections 7.4.3(b), 8.2.2, 9.2 or 9.4. (k) All rights and obligations associated with that certain letter agreement dated July 18, 2012, by and between Seller and Oneok. (l) If by virtue of the limitation described on Exhibit “A” Seller is retaining an interest in a portion of the lands covered by an oil, gas and/or mineral lease described on Exhibit “A”, then the Retained Assets shall include all rights and obligations (i) associated with the ownership and operation of such interest in such lands and (ii) arising under each such oil, gas and/or mineral lease in which Seller is so retaining an interest in a portion of the lands covered thereby to the extent attributable to such interest in such lands.

Retained Assets. Notwithstanding anything to the contrary in Sections 2.1 through 2.7 2.9 or elsewhere herein, the Assets do not include the following (collectively, the “Retained Assets”): (a) All claims and causes of action of Seller (i) arising from acts, omissions or events related to, or damage to or destruction of, the Assets, occurring prior to the Effective Time, (ii) arising under or with respect to any of the Contracts to the extent that such claims and causes of action are attributable to (A) periods of time prior to the Effective Time (including claims for adjustments or refunds) and (B) any Claim for which Seller is required to indemnify Buyer Group under this Agreement), or (iii) with respect to any of the Retained Assets, copies of all Records necessary to process such claims after the Closing.; (b) All rights and interest of Seller (i) under any policy or agreement of insurance or (to the extent attributable to a Claim for which Seller is required to indemnify Buyer Group under this Agreement) indemnity, (ii) under any bond or (iii) to any insurance or condemnation proceeds or awards arising, in each case, from acts, omissions or events related to, or damage to or destruction of, the Assets occurring prior to the Effective Time.; (c) All claims of Seller for refunds or loss carry forwards with respect to (i) production, severance severance, excise or any other similar Taxes or real or personal property or ad valorem taxes attributable to the Assets for any period prior to the Effective Time paid by Seller or for which an adjustment to the Base Purchase Price was made under Section 3.3(a)Time, (ii) Income any other Taxes including income or franchise Taxes or (iii) any Taxes attributable to the Retained Assets.; (d) All proceeds, income, revenues, claims, refunds or other benefits (including any benefit attributable to any current or future laws or regulations Laws in respect of “royalty relief” or other similar measures) not otherwise enumerated above, to the extent attributable to production or services Seller performed prior to the Effective Time as well as any security or other deposits made, attributable to (i) the Assets for any period prior to the Effective Time or (ii) any Retained Assets.; (e) All documents and instruments of Seller relating to the Assets that may be protected by an attorney client or work product privilege (excepting title opinions and related documents and other documents and instruments included in the Records).privilege; (f) Seller’s field offices, yard and water well All royalty overpayment amounts and/or future deductions as more specifically described on Schedule 2.9(f).royalty offsets associated with the Assets as of the Effective Time; (g) Without limiting the seismic data exclusions Receivables and security interests as set forth in under Section 2.7 above, all seismic, geophysical, geological or other similar data associated with prior to the “Blooming Prairie” seismic shoot.Effective Time; (h) All audit Audit rights arising under any of the Contracts or otherwise with respect to any period prior to the Effective Time or to the extent relating to any Retained Assets.Assets (including, for the avoidance of doubt, the claims described in clause (a) of this Section 2.10); (i) All surface rights not specifically associated with or used or to be used in conjunction with the Assets.Assets and which are not covered by the Surface Agreements; and (j) All Assets excluded from this Agreement pursuant to Sections 7.4.3(b)For the avoidance of doubt, 8.2.2, 9.2 or 9.4the Excluded Assets. (k) All rights and obligations associated with that certain letter agreement dated July 18, 2012, by and between Seller and Oneok. (l) If by virtue of the limitation described on Exhibit “A” Seller is retaining an interest in a portion of the lands covered by an oil, gas and/or mineral lease described on Exhibit “A”, then the Retained Assets shall include all rights and obligations (i) associated with the ownership and operation of such interest in such lands and (ii) arising under each such oil, gas and/or mineral lease in which Seller is so retaining an interest in a portion of the lands covered thereby to the extent attributable to such interest in such lands.

Retained Assets. Notwithstanding anything to the contrary in Sections 2.1 Section 2.1(a) through 2.7 Section 2.1(h) or elsewhere herein, the Assets do not include the following (collectively, the “Retained Assets”): (a) All claims and causes of action of Seller (i) arising from acts, omissions or events related to, or damage to or destruction of, the Assets, occurring prior to the Effective Time, (ii) arising under or with respect to any of the Contracts to the extent that such claims and causes of action are attributable to (A) periods of time prior to the Effective Time (including claims for adjustments or refunds) and (B) any Claim for which Seller is required to indemnify Buyer Group under this Agreement, or (iii) with respect to any of the Retained Assets, copies of all Records necessary to process such claims after the Closing. (b) All rights and interest interests of Seller Sellers (i) under any policy or agreement of insurance or (to the extent attributable to a Claim for which Seller is required to indemnify Buyer Group under this Agreement) indemnity, (ii) under any bond or (iii) to any insurance or condemnation proceeds or awards arising, in each case, from acts, omissions or events related to, or damage to or destruction of, the Assets Assets, or any part or portion thereof, occurring or accrued prior to the Effective Time.; (cb) All claims of Seller Sellers for refunds or loss carry forwards with respect to (i) production, severance or any other Taxes taxes attributable to the Assets for any period prior to the Effective Time paid by Seller or for which an adjustment to the Base Purchase Price was made under Section 3.3(a)Time, (ii) Income Taxes income or franchise taxes or (iii) any Taxes taxes attributable to the Retained Assets.; (dc) All hydro-carbon production from or attributable to the Assets with respect to all periods prior to the Effective Time, and all proceeds, income, revenues, claims, refunds or other benefits (including any benefit attributable to any current or future laws or regulations in respect of “royalty relief” or other similar measures) not otherwise enumerated above, to the extent attributable to production or services Seller performed prior to the Effective Time as well as any security or other deposits made, attributable to (i) the Assets for any period prior to the Effective Time Time, or (ii) any Retained Assets.; (ed) All documents and instruments of Seller Sellers relating to the Assets that may be protected by an attorney attorney-client or attorney-work product privilege (excepting title opinions and related documents and other documents and instruments included in the Records).privilege; (f) Seller’s field offices, yard and water well as more specifically described on Schedule 2.9(f). (g) Without limiting the seismic data exclusions set forth in Section 2.7 above, all seismic, geophysical, geological or other similar data associated with the “Blooming Prairie” seismic shoot. (he) All audit rights arising under any of the Contracts or otherwise with respect to any period prior to the Effective Time or to any Retained Assets.; (if) All surface rights not specifically associated with or used in conjunction with the Assets.The Excluded Records; and (jg) All Assets excluded from this Agreement pursuant to Sections 7.4.3(b), 8.2.2, 9.2 or 9.4. (k) All rights Those items more particularly identified and obligations associated with that certain letter agreement dated July 18, 2012, by and between Seller and Oneok. (l) If by virtue of the limitation described on Exhibit “A” Seller is retaining an interest in a portion of the lands covered by an oil, gas and/or mineral lease described on Exhibit “A”, then the Retained Assets shall include all rights and obligations (i) associated with the ownership and operation of such interest in such lands and (ii) arising under each such oil, gas and/or mineral lease in which Seller is so retaining an interest in a portion of the lands covered thereby to the extent attributable to such interest in such landsSchedule 2.2(g)hereto.

Retained Assets. Notwithstanding anything in the Transaction Documents or any other writing to the contrary in Sections 2.1 through 2.7 or elsewhere hereincontrary, Buyer is purchasing only the Transferred Assets do not include and all other assets and properties of Sellers shall be excluded from the following Transferred Assets (collectivelysuch excluded assets, the “Retained Assets”):), including, without limitation the following: (a) All claims cash and causes cash equivalents of action Sellers, including securities, deposits (other than Transferred Prepaids), investments in money market funds, commercial paper, certificates of Seller deposit, and treasury bills and accrued interest thereon; (ib) arising from actsAll Intellectual Property Rights owned or controlled by Sellers pursuant to license or otherwise if not used primarily in the Business; (c) All rights under all Contracts of Sellers that are not Transferred Contracts, omissions including underlying leases at Transferred Leasehold Interest sites where Buyer will be a sublessor or events related to, or damage to or destruction of, the Assets, occurring prior licensee of such site pursuant to the Effective Timeterms of this Agreement; (d) All Books and Records of Sellers that are not Transferred Books and Records; (e) Any refunds, (ii) arising under credits or with respect to any of the Contracts to the extent that such claims and causes of action are attributable to (A) periods of time prior to the Effective Time other assets or rights (including interest thereon or claims for adjustments or refunds) and (B) any Claim for which Seller is required to indemnify Buyer Group under this Agreement, or (iiitherefor) with respect to any Taxes of the Retained Assets, copies Sellers and all of all Records necessary to process such claims after the Closing. (b) All rights and interest of Seller (i) under any policy or agreement of insurance or (Sellers’ Tax Returns relating to the extent attributable to a Claim Business or the Transferred Assets for which Seller is required to indemnify Buyer Group under this Agreement) indemnity, (ii) under any bond all periods ending on or (iii) to any insurance or condemnation proceeds or awards arising, in each case, from acts, omissions or events related to, or damage to or destruction of, the Assets occurring prior to the Effective Time. (c) All claims of Seller for refunds or loss carry forwards with respect to (i) productionClosing and any notes, severance or any other Taxes attributable to the Assets for any period prior to the Effective Time paid by Seller or for which an adjustment to the Base Purchase Price was made under Section 3.3(a)worksheets, (ii) Income Taxes or (iii) any Taxes attributable to the Retained Assets. (d) All proceeds, income, revenues, refunds or other benefits (including any benefit attributable to any current or future laws or regulations in respect of “royalty relief” or other similar measures) not otherwise enumerated above, to the extent attributable to production or services Seller performed prior to the Effective Time as well as any security or other deposits made, attributable to (i) the Assets for any period prior to the Effective Time or (ii) any Retained Assets. (e) All files and documents and instruments of Seller relating to the Assets that may be protected by an attorney client or work product privilege (excepting title opinions and related documents and other documents and instruments included in the Records).thereto; (f) Seller’s field offices, yard Any rights (including rights of Sellers to indemnification and water well as more specifically described any policy of insurance) and claims and recoveries under litigation of Sellers against third parties arising out of or relating to events occurring on Schedule 2.9(f).or prior to the Closing; (g) Without limiting Any asset of Sellers transferred or otherwise disposed of by Sellers in the seismic data exclusions set forth ordinary course of the Business (and otherwise in Section 2.7 above, all seismic, geophysical, geological or other similar data associated accordance with the “Blooming Prairie” seismic shoot.terms of this Agreement) on or prior to the Closing; (h) All audit rights arising under any assets of the Contracts or otherwise with respect to any period prior Sellers and their ERISA Affiliates relating to the Effective Time or to any Retained Assets.Employee Benefit Plans; (i) All surface rights not specifically associated receivables of the Business in the United States of America invoiced as of the Closing with respect to either services rendered or used in conjunction with products sold prior to the Assets.Closing; (j) All Assets excluded from this Agreement pursuant inter-company receivables to Sections 7.4.3(b)be paid by EDS or EIS, 8.2.2or any of their Affiliates, 9.2 or 9.4. (k) All rights and obligations associated with that certain letter agreement dated July 18as the case may be, 2012, by and between Seller and Oneok. (l) If by virtue of the limitation described on Exhibit “A” Seller is retaining an interest in a portion of the lands covered by an oil, gas and/or mineral lease described on Exhibit “A”, then the Retained Assets shall include all rights and obligations (i) associated with the ownership and operation of such interest in such lands and (ii) arising under each such oil, gas and/or mineral lease in which Seller is so retaining an interest in a portion of the lands covered thereby to the extent attributable Business other than inter-company receivables arising in the ordinary course relating to such interest in such lands.the provision of services to third parties; and

Retained Assets. Notwithstanding anything to the contrary in Sections 2.1 through 2.7 2.10 or elsewhere herein, the Assets do not include the following (collectively, the “Retained Assets”): (a) All claims of Seller’s rights in and causes of action of Seller to Claims (i) arising from acts, omissions or events related to, or damage to or destruction of, the Assets, occurring prior to the Effective Time, (ii) arising under or with respect to any of the Contracts to the extent that such claims and causes of action are attributable to (A) periods of time prior to the Effective Time (including claims Claims for adjustments or refunds) and (B) any Claim for which Seller is required to indemnify Buyer Group under this Agreement), or (iii) with respect to any of the Retained Assets, copies of all Records necessary to process such claims Claims after the Closing., except to the extent in each case relating to liabilities assumed by Buyer hereunder; (b) All rights and interest of Seller (i) under any policy or agreement of insurance or (to the extent attributable to a Claim for which Seller is required to indemnify Buyer Group under this Agreement) indemnity, (ii) under any bond or (iii) to any insurance or condemnation proceeds or awards arising, in each case, from acts, omissions or events related to, or damage to or destruction of, the Assets occurring prior to the Effective Time.Time or, with respect to clauses (i) and (iii) immediately above, relating to any Casualty Defect occurring prior to Closing; (c) All claims Claims of Seller for refunds or loss carry forwards with respect to (i) production, severance severance, excise or any other similar Taxes or real or personal property or ad valorem taxes attributable to the Assets for any period prior to the Effective Time paid by Seller or for which an adjustment to the Base Purchase Price was made under Section 3.3(a)Time, (ii) Income any other Taxes including income or franchise Taxes attributable to the Assets for any period or (iii) any Taxes attributable to the Retained Assets.; (d) All proceeds, income, revenues, refunds or other claims, refunds, benefits (including any benefit attributable to any current or future laws or regulations in respect of “royalty relief” or other similar measures) ), liabilities or obligations not otherwise enumerated above, to the extent attributable to production or services Seller performed prior to the Effective Time as well as any security or other deposits made, attributable to (i) the Assets for any period prior to the Effective Time or (ii) any Retained Assets.; (e) All documents and instruments of Seller relating to the Assets that may be protected by an attorney client or work product privilege (excepting other than title opinions and opinions, related documents and other documents legal files and instruments records included in in, or are part of, the Recordsabove referenced files and records).; (f) Seller’s field offices, yard All royalty underpayment and water well overpayment amounts associated with the Assets as more specifically described on Schedule 2.9(f).of the Effective Time; (g) Without limiting the seismic data exclusions Receivables and security interests as set forth in under Section 2.7 above, all seismic, geophysical, geological or other similar data associated with prior to the “Blooming Prairie” seismic shoot.Effective Time; (h) All audit Audit rights arising under any of the Contracts or otherwise with respect to any period prior to the Effective Time or Time, and all other rights under any of the Contracts to the extent relating to any (i) Retained Assets., (ii) costs, expenses and charges which Seller is obligated to bear pursuant to Section 13.2 or (iii) matter for which Seller is obligated to indemnify Buyer Group pursuant to Section 13.4 (for the avoidance of doubt, such rights shall include any and all rights to indemnification benefitting Seller or its Affiliates included in any purchase and sale or similar agreement to which Seller (or its Affiliate or any Person to whom Seller succeeded by name change, merger or amalgamation) acquired some or all of the Interests); (i) All surface rights not specifically associated with or used in conjunction with the Assets.The NuLoch Participation Agreement, including all obligations thereunder; (j) All Assets excluded from this Agreement pursuant to Sections 7.4.3(b)Except as otherwise provided in clause (vii) of Section 2.9, 8.2.2all seismic, 9.2 or 9.4.geophysical, geological and other similar information covered by the Blooming Prairie Agreement; and (k) All rights and obligations associated with that certain letter agreement dated July 18, 2012, by and between Seller and Oneok. (l) If by virtue The wellbore of the limitation described on Exhibit “A” Matador 27-34-7H (27/34-163-99) (API No. 33-023-01186-00-00) located in Sections 27 and 34, Township 163, Range 99 West, Divide County, North Dakota, together with all rights, titles and interests of Seller is retaining an interest in a portion of the lands covered by an oil, gas and/or mineral lease described on Exhibit “A”, then the Retained Assets shall include all rights and obligations to (i) associated with the ownership and operation of such interest in Leases covering such lands to the extent and only to the extent such Leases relate to such wellbore and the currently producing formation, (ii) arising under each the Hydrocarbons produced from such oilwellbore and (iii) all other assets, gas and/or mineral lease in which Seller is so retaining an interest in a portion of property (whether real or personal), rights, claims and other interests to the lands covered thereby extent and only to the extent attributable to such interest in such landswellbore and the currently producing formation.

Retained Assets. Notwithstanding anything to the contrary in Sections 2.1 through 2.7 2.9 or elsewhere herein, the Assets do not include the following (collectively, the “Retained Assets”): (a) All claims and causes of action of Seller Sellers (i) arising from acts, omissions or events related to, or damage to or destruction of, the Assets, occurring prior to the Effective Time, other than to the extent relating to liabilities and obligations assumed by Buyer or for which Buyer is responsible pursuant to this Agreement, (ii) arising under or with respect to any of the Contracts to the extent that such claims and causes of action are attributable to (A) periods of time prior to the Effective Time (including claims for adjustments or refunds) ), other than to the extent relating to liabilities and (B) any Claim obligations assumed by Buyer or for which Seller Buyer is required responsible pursuant to indemnify Buyer Group under this Agreement, or (iii) with respect to any of the Retained Assets, copies of all Records necessary to process such claims after the Closing. (b) All rights and interest of Seller Sellers (i) under any policy or agreement of insurance or (to indemnity, other than policies or agreements held for the extent attributable to joint account under a Claim for joint operating agreement in which a Seller is required to indemnify Buyer Group under this Agreement) indemnityhas rights as a as non-operator, (ii) under any bond or (iii) to any insurance or condemnation proceeds or awards arising, in each case, from acts, omissions or events related to, or damage to or destruction of, the Assets occurring prior to the Effective Time. (c) All claims of Seller Sellers for refunds or loss carry forwards with respect to (i) production, severance or any other Taxes attributable to the Assets for any period prior to the Effective Time paid by Seller or for which an adjustment to the Base Purchase Price was made under Section 3.3(a)Time, (ii) Income income or franchise Taxes or (iii) any Taxes attributable to the Retained Assets. (d) All proceeds, income, revenues, claims, refunds or other benefits (including any benefit attributable to any current or future laws or regulations in respect of “royalty relief” or other similar measures) not otherwise enumerated above, to the extent attributable to production or services Seller performed periods of time prior to the Effective Time as well as any security or other deposits made, attributable to (i) the Assets for any period prior to the Effective Time or (ii) any Retained Assets. (e) All documents and instruments of Seller Sellers relating to the Assets that may be protected by an attorney client or work product privilege (excepting title opinions and related documents and other documents and instruments included in the Records).privilege; (f) Seller’s field offices, yard and water well as more specifically described on Schedule 2.9(f). (g) Without limiting the seismic data exclusions set forth in Subject to Section 2.7 above13.2, all seismic, geophysical, geological or other similar data associated with the “Blooming Prairie” seismic shoot. (h) All audit rights arising under any of the Contracts or otherwise with respect to any period prior to the Effective Time or to any Retained Assets.; (ig) All surface rights not specifically associated with or used in conjunction with the Assets.; (h) The equipment and personal property identified on Schedule 2.10; (i) Those leases and ▇▇▇▇▇ described on Schedule 2.10; and (j) All Assets excluded from this Agreement pursuant to Sections 7.4.3(b)The Retained Permian Offices, 8.2.2, 9.2 including all personal property (other than Records) located therein or 9.4thereon. (k) All rights and obligations associated with that certain letter agreement dated July 18, 2012, by and between Seller and Oneok. (l) If by virtue of the limitation described on Exhibit “A” Seller is retaining an interest in a portion of the lands covered by an oil, gas and/or mineral lease described on Exhibit “A”, then the Retained Assets shall include all rights and obligations (i) associated with the ownership and operation of such interest in such lands and (ii) arising under each such oil, gas and/or mineral lease in which Seller is so retaining an interest in a portion of the lands covered thereby to the extent attributable to such interest in such lands.

Retained Assets. Notwithstanding anything to the contrary in Sections Section 2.1 through 2.7 Section 2.8 or elsewhere herein, the Assets do not include the following (collectively, the “Retained Assets”): (a) All claims and causes of action of Seller (i) arising from acts, omissions or events related to, or damage to or destruction of, the Assets, occurring prior to the Effective Time, (ii) arising under or with respect to any of the Contracts to the extent that such claims and causes of action are attributable to (A) periods of time prior to the Effective Time (including claims for adjustments or refunds) and (B) any Claim for which Seller is required to indemnify Buyer Group under this Agreement, or (iii) with respect to any of the Retained Assets, copies of all Records necessary to process such claims after the Closing. (b) All rights and interest interests of Seller (i) under any policy or agreement of insurance or (to the extent attributable to a Claim for which Seller is required to indemnify Buyer Group under this Agreement) indemnity, (ii) under any bond or (iii) to any insurance or condemnation proceeds or awards arising, in each case, from acts, omissions or events related to, or damage to or destruction of, the Assets occurring or accrued prior to the Effective Time.; (cb) All claims of Seller for refunds or loss carry forwards with respect to (i) production, severance or any other Asset Taxes attributable to the Assets for any period prior to the Effective Time paid by Seller or for which an adjustment to the Base Purchase Price was made under Section 3.3(a)Time, (ii) Income Taxes income, franchise or similar taxes or (iii) any Taxes taxes attributable to the Retained Assets.; (dc) All proceeds, income, revenues, claims, refunds or other benefits (including any benefit attributable to any current or future laws Laws or regulations in respect of “royalty relief” or other similar measures) not otherwise enumerated above, to the extent attributable to production or services Seller performed periods prior to the Effective Time as well as any security or other deposits made, attributable to (i) the Assets for any period prior to the Effective Time Time, or (ii) any Retained Assets.; provided, however, that, for the purposes of this Section 2.9(c), Retained Assets shall not include any such proceeds, income, revenues, claims, refunds or other benefits insofar and only insofar as related to any Assumed Obligation; (ed) All documents and instruments of Seller relating to the Assets that may be protected by an attorney attorney-client or attorney-work product privilege (excepting privilege, other than title opinions and related documents and other documents and instruments included in relating to the Records).Assets; (f) Seller’s field offices, yard and water well as more specifically described on Schedule 2.9(f). (g) Without limiting the seismic data exclusions set forth in Section 2.7 above, all seismic, geophysical, geological or other similar data associated with the “Blooming Prairie” seismic shoot. (he) All audit rights arising under any of the Contracts or otherwise with respect to any period prior to the Effective Time or to any Retained Assets. (i) All surface rights not specifically associated with or used in conjunction with ; provided, however, that, for the Assets. (j) All Assets excluded from purposes of this Agreement pursuant to Sections 7.4.3(bSection 2.9(e), 8.2.2, 9.2 or 9.4. (k) All rights and obligations associated with that certain letter agreement dated July 18, 2012, by and between Seller and Oneok. (l) If by virtue of the limitation described on Exhibit “A” Seller is retaining an interest in a portion of the lands covered by an oil, gas and/or mineral lease described on Exhibit “A”, then the Retained Assets shall not include any such audit rights insofar and only insofar as related to any Assumed Obligation; (f) originals of all rights data, information and obligations records relating to tax and accounting matters and copies of all other Records; and (ig) associated with the ownership Those items more particularly identified and operation of such interest in such lands and (ii) arising under each such oil, gas and/or mineral lease in which Seller is so retaining an interest in a portion of the lands covered thereby to the extent attributable to such interest in such landsdescribed on Schedule 2.9 hereto.

Retained Assets. Notwithstanding anything to the contrary in Sections 2.1 through 2.7 2.11 or elsewhere herein, the Assets do not include the following (collectively, the “Retained Assets”): (a) All claims of Seller’s rights in and causes of action of Seller to Claims (i) arising from acts, omissions or events related to, or damage to or destruction of, the Assets, occurring prior to the Effective Time, Time or (ii) arising under or with respect to any of the Contracts to the extent that such claims and causes of action are attributable to (A) periods of time prior to the Effective Time (including claims Claims for adjustments or refunds) and (B) any Claim for which Seller is required ), except to indemnify the extent, in each case, relating to liabilities assumed by Buyer Group under this Agreement, or (iii) with respect to any of the Retained Assets, copies of all Records necessary to process such claims after the Closing.hereunder; (b) All Copies of all Records, including those necessary to prosecute such Claims after the Closing; (c) Subject to Section 13.9, all rights and interest of Seller (i) under any policy or agreement of insurance or (to the extent attributable to a Claim for which Seller is required to indemnify Buyer Group under this Agreement) indemnity, (ii) under any bond or (iii) to any insurance or condemnation proceeds or awards arising, in each case, from acts, omissions or events related to, or damage to or destruction of, the Assets occurring prior to the Effective Time.; (cd) All claims of Seller refunds (and related Claims for refunds or loss carry forwards refunds) with respect to (i) production, severance any Production Taxes or any other Property Taxes attributable to the Assets for any Tax period (or portion thereof) prior to the Effective Time paid by Seller or for which an adjustment a reduction to the Base Purchase Price was made under Section 3.3(a)3.2 or Section 10.3, (ii) Income any income or franchise Taxes for any Tax period (or portion thereof) ending on the Closing Date or (iii) any Taxes attributable to the Retained Assets.Assets (collectively, “Seller Tax Refunds”); (de) All proceeds, income, revenues, rights to claims, refunds or other benefits (including any benefit attributable to any current or future laws or regulations in respect of “royalty relief” or other similar measures) not otherwise enumerated above, to the extent attributable to production or services Seller performed prior to the Effective Time as well as any security or other deposits made, in each case attributable to (i) the Assets for any period prior to the Effective Time or (ii) any Retained Assets.; (ef) All documents and instruments of Seller relating to the Assets that may be protected by an attorney attorney-client or work product privilege (excepting other than title opinions opinions, title reports, and related documents documents, legal files and other documents records included in, or are part of, the above referenced files and instruments included in the Recordsrecords). (f) Seller’s field offices, yard and water well as more specifically described on Schedule 2.9(f).; (g) Without limiting the seismic data exclusions set forth in Section 2.7 above, all seismic, geophysical, geological or other similar data All royalty overpayment amounts and/or future deductions as royalty offsets associated with the “Blooming Prairie” seismic shoot.Assets as of the Effective Time; (h) All audit Receivables and security interests as set forth under Section 2.7 prior to the Effective Time; (i) Audit and all other rights arising under any of the Contracts or otherwise with respect to any period prior to the Effective Time or to the extent relating to any Retained Assets. (i) All surface Retained Assets, (ii) Operating Expenses which Seller is obligated to bear pursuant to Section 12.2 or (iii) matter for which Seller is obligated to indemnify Buyer Group pursuant to Section 13.4 (for the avoidance of doubt, such rights not specifically associated with shall include, solely to the extent they relate to liabilities for which Seller is retaining or used for which Seller is liable under this Agreement (including, in conjunction with either case, such liabilities arising under Seller’s indemnification obligations set forth under Section 13.4), any and all rights to indemnification benefitting Seller included in any purchase and sale or similar agreement to which Seller (or its Affiliate or any Person to whom Seller succeeded by name change, merger or amalgamation) is a party and by which Seller (or its Affiliate or any Person to whom Seller succeeded by name change, merger or amalgamation) acquired some or all of the Assets.Interests); (j) All Assets excluded from this Agreement pursuant to Sections 7.4.3(b)Seller’s federal, 8.2.2state or local income, 9.2 franchise or 9.4.margin Tax Returns and related files and records; (k) All rights intellectual property and obligations associated with that certain letter agreement dated July 18seismic, 2012geophysical, by geological and between Seller and Oneok.other similar information or data; and (l) If by virtue of the limitation All properties, rights, interests and assets described on Exhibit “A” Seller is retaining an interest in a portion of the lands covered by an oil, gas and/or mineral lease described on Exhibit “AA-1”, then the Retained Assets shall include all rights and obligations (i) associated with the ownership and operation of such interest in such lands and (ii) arising under each such oil, gas and/or mineral lease in which Seller is so retaining an interest in a portion of the lands covered thereby to the extent attributable to such interest in such lands.

Retained Assets. Notwithstanding anything to the contrary in Sections 2.1 through 2.7 2.9 or elsewhere herein, the Assets do not include the following (collectively, the “Retained Assets”): (a) All claims and causes of action Claims of Seller (i) arising from acts, omissions or events related to, or damage to or destruction of, the Assets, occurring prior to the Effective Time, (ii) arising under or with respect to any of the Contracts to the extent that such claims and causes of action are attributable to (A) periods of time prior to the Effective Time (including claims Claims for adjustments or refunds) and (B) any Claim for which Seller is required to indemnify Buyer Group under this Agreement), or (iii) with respect to any of the Retained Assets, copies of all Records necessary to process such claims Claims after the Closing., except to the extent in each case relating to liabilities assumed by Buyer hereunder; (b) All rights and interest of Seller (i) under any policy or agreement of insurance or (to the extent attributable to a Claim for which Seller is required to indemnify Buyer Group under this Agreement) indemnity, (ii) under any bond or (iii) to any insurance or condemnation proceeds or awards arising, in each case, from acts, omissions or events related to, or damage to or destruction of, the Assets occurring prior to the Effective Time.; (c) All claims Claims of Seller for refunds or loss carry forwards with respect to (i) production, severance severance, excise or any other similar Taxes or real or personal property or ad valorem taxes attributable to the Assets for any period prior to the Effective Time paid by Seller or for which an adjustment to the Base Purchase Price was made under Section 3.3(a)Time, (ii) Income any other Taxes including income or franchise Taxes attributable to the Assets for any period or (iii) any Taxes attributable to the Retained Assets.; (d) All proceeds, income, revenues, refunds or other claims, refunds, benefits (including any benefit attributable to any current or future laws or regulations in respect of “royalty relief” or other similar measures) ), liabilities or obligations not otherwise enumerated above, to the extent attributable to production or services Seller performed prior to the Effective Time as well as any security or other deposits made, attributable to (i) the Assets for any period prior to the Effective Time or (ii) any Retained Assets.; (e) All documents and instruments of Seller relating to the Assets that may be protected by an attorney client or work product privilege (excepting other than title opinions and opinions, title reports, related documents and other documents legal files and instruments records included in in, or are part of, the Recordsabove referenced files and records).; (f) Seller’s field offices, yard and water well All royalty overpayment amounts and/or future deductions as more specifically described on Schedule 2.9(f).royalty offsets associated with the Assets as of the Effective Time; (g) Without limiting the seismic data exclusions Receivables and security interests as set forth in under Section 2.7 above, all seismic, geophysical, geological or other similar data associated with prior to the “Blooming Prairie” seismic shoot.Effective Time; (h) All audit Audit rights arising under any of the Contracts or otherwise with respect to any period prior to the Effective Time or to the extent relating to any Retained Assets.; and (i) All surface rights not specifically associated with or used in conjunction with the Assets. (j) All Assets excluded from this Agreement pursuant to Sections 7.4.3(b), 8.2.2, 9.2 or 9.4. (k) All rights and obligations associated with that certain letter agreement dated July 18, 2012, by and between Seller and Oneok. (l) If by virtue of the limitation described set forth on Exhibit “A” Seller is retaining an interest in a portion of the lands covered by an oil, gas and/or mineral lease described on Exhibit “AA-2.”, then the Retained Assets shall include all rights and obligations (i) associated with the ownership and operation of such interest in such lands and (ii) arising under each such oil, gas and/or mineral lease in which Seller is so retaining an interest in a portion of the lands covered thereby to the extent attributable to such interest in such lands.

Retained Assets. Notwithstanding anything to the contrary in Sections 2.1 through 2.7 2.9 or elsewhere herein, the Assets do not include the following (collectively, the “Retained Assets”): (a) All claims and causes of action Claims of Seller (i) arising from acts, omissions or events related to, or damage to or destruction of, the Assets, occurring prior to the Effective Time, (ii) arising under or with respect to any of the Contracts to the extent that such claims and causes of action are attributable to (A) periods of time prior to the Effective Time (including claims Claims for adjustments or refunds) and (B) any Claim for which Seller is required to indemnify Buyer Group under this Agreement), or (iii) with respect to any of the Retained Assets, copies of all Records necessary to process such claims Claims after the Closing., except to the extent in each case relating to liabilities assumed by ▇▇▇▇▇ hereunder; (b) All rights and interest of Seller (i) under any policy or agreement of insurance or (to the extent attributable to a Claim for which Seller is required to indemnify Buyer Group under this Agreement) indemnity, (ii) under any bond or (iii) to any insurance or condemnation proceeds or awards arising, in each case, from acts, omissions or events related to, or damage to or destruction of, the Assets occurring prior to the Effective Time.; (c) All claims Claims of Seller for refunds or loss carry forwards with respect to (i) production, severance severance, excise or any other similar Taxes or real or personal property or ad valorem taxes attributable to the Assets for any period prior to the Effective Time paid by Seller or for which an adjustment to the Base Purchase Price was made under Section 3.3(a)Time, (ii) Income any other Taxes including income or franchise Taxes attributable to the Assets for any period or (iii) any Taxes attributable to the Retained Assets.; (d) All proceeds, income, revenues, refunds or other claims, refunds, benefits (including any benefit attributable to any current or future laws or regulations in respect of “royalty relief” or other similar measures) ), liabilities or obligations not otherwise enumerated above, to the extent attributable to production or services Seller performed prior to the Effective Time as well as any security or other deposits made, attributable to (i) the Assets for any period prior to the Effective Time or (ii) any Retained Assets.; (e) All documents and instruments of Seller relating to the Assets that may be protected by an attorney client or work product privilege (excepting other than title opinions and opinions, title reports, related documents and other documents legal files and instruments records included in in, or are part of, the Recordsabove referenced files and records).; (f) Seller’s field offices, yard and water well All royalty overpayment amounts and/or future deductions as more specifically described on Schedule 2.9(f).royalty offsets associated with the Assets as of the Effective Time; (g) Without limiting the seismic data exclusions Receivables and security interests as set forth in under Section 2.7 above, all seismic, geophysical, geological or other similar data associated with prior to the “Blooming Prairie” seismic shoot.Effective Time; (h) All audit Audit rights arising under any of the Contracts or otherwise with respect to any period prior to the Effective Time or to the extent relating to any Retained Assets.; and (i) All surface rights not specifically associated with or used in conjunction with the Assets. (j) All Assets excluded from this Agreement pursuant to Sections 7.4.3(b), 8.2.2, 9.2 or 9.4. (k) All rights and obligations associated with that certain letter agreement dated July 18, 2012, by and between Seller and Oneok. (l) If by virtue of the limitation described set forth on Exhibit “A” Seller is retaining an interest in a portion of the lands covered by an oil, gas and/or mineral lease described on Exhibit “AA-2.”, then the Retained Assets shall include all rights and obligations (i) associated with the ownership and operation of such interest in such lands and (ii) arising under each such oil, gas and/or mineral lease in which Seller is so retaining an interest in a portion of the lands covered thereby to the extent attributable to such interest in such lands.