Common use of Retained Assets Clause in Contracts

Retained Assets. Notwithstanding anything to the contrary in Sections 2.1 through 2.9 or elsewhere herein, the Assets do not include the following (the “Retained Assets”): (a) All 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 that are attributable to periods of time prior to the Effective Time (including claims for adjustments or refunds), 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 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, 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, (ii) 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 in respect of “royalty relief” or other similar measures) not otherwise enumerated above, as well as any security or other deposits made 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 privilege; (f) All royalty overpayment amounts and/or future deductions as royalty offsets associated with the Assets as of the Effective Time; (g) Receivables and security interests as set forth under Section 2.7 prior to the Effective Time; (h) Audit rights arising under any of the Contracts or otherwise with respect to any period prior to the Effective Time to the extent relating to any Retained Assets (including, for the avoidance of doubt, the claims described in clause (a) of this Section 2.10); (i) All surface rights not associated with or used or to be used in conjunction with the Assets and which are not covered by the Surface Agreements; and (j) For the avoidance of doubt, the Excluded Assets.

Retained Assets. Notwithstanding anything to the contrary in Sections 2.1 through 2.9 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, excise severance 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 TimeTime paid by Seller or for which an adjustment to the Base Purchase Price was made under Section 3.3(a), (ii) any other Taxes including income or franchise Income 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 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 prior to the Effective Timemade, 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 privilege;or work product privilege (excepting title opinions and related documents and other documents and instruments included in the Records). (f) All royalty overpayment amounts and/or future deductions Seller’s field offices, yard and water well as royalty offsets associated with the Assets as of the Effective Time;more specifically described on Schedule 2.9(f). (g) Receivables and security interests as Without limiting the seismic data exclusions set forth under in Section 2.7 prior to above, all seismic, geophysical, geological or other similar data associated with the Effective Time;“Blooming Prairie” seismic shoot. (h) Audit All audit rights arising under any of the Contracts or otherwise with respect to any period prior to the Effective Time to the extent relating or to any Retained Assets (including, for the avoidance of doubt, the claims described in clause (a) of this Section 2.10);Assets. (i) All surface rights not specifically associated with or used or to be used in conjunction with the Assets and which are not covered by the Surface Agreements; andAssets. (j) For 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 avoidance limitation described on Exhibit “A” Seller is retaining an interest in a portion of doubtthe lands covered by an oil, gas and/or mineral lease described on Exhibit “A”, then the Excluded AssetsRetained 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 2.9 or elsewhere herein, the Assets do not include the following (the “Retained Assets”): (a) All claims 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 that are attributable to periods of time prior to the Effective Time (including claims Claims for adjustments or refunds), 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 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, 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, (ii) 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 laws or regulations in respect of “royalty relief” or other similar measures) not otherwise enumerated above, prior to the Effective Time as well as any security or other deposits made prior to the Effective Timemade, 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 privilege, provided that such restrictions have been disclosed to Buyer prior to Closing (other than title opinions, related documents and legal files and records included in, or are part of, the above referenced files and records); (f) All royalty overpayment amounts and/or future deductions as royalty offsets associated with the Assets as of the Effective Time; (g) Receivables and security interests as set forth under Section 2.7 prior to the Effective Time; (h) Audit rights arising under any of the Contracts or otherwise with respect to any period prior to the Effective Time to the extent relating to any Retained Assets (including, for the avoidance of doubt, the claims described in clause (a) of this Section 2.10)Assets; (i) All surface rights not associated with or used or to be used in conjunction with the Assets and which are not covered by the Surface AgreementsAssets; and (j) For the avoidance of doubt, the Excluded Assets.

Retained Assets. Notwithstanding anything to the contrary in Sections 2.1 through 2.9 2.7 or elsewhere herein, the Assets do not include the following (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 that are attributable to periods of time prior to the Effective Time (including claims for adjustments or refunds), 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 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, excise severance or any other similar Taxes or real or personal property or ad valorem taxes attributable to the Assets for any period of time prior to the Effective Time, (ii) 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 in respect of “royalty relief” or other similar measures) not otherwise enumerated above, for any period prior to the Effective Time as well as any security or other deposits made prior to the Effective Time, 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 privilegeor work product privilege (excepting title opinions and related documents); (f) All royalty overpayment amounts and/or future deductions as royalty offsets associated with the Assets as of the Effective Time; (g) Receivables and security interests as set forth under Section 2.7 prior to the Effective Time; (h) Audit audit rights arising under any of the Contracts or otherwise with respect to any period prior to the Effective Time to the extent relating or to any Retained Assets (including, for the avoidance of doubt, the claims described in clause (a) of this Section 2.10); (i) All surface rights not associated with or used or to be used in conjunction with the Assets and which are not covered by the Surface AgreementsAssets; and (jg) For the avoidance of doubt, the Excluded AssetsThe Leases and Xxxxx set forth on Schedule 2.8 attached hereto.

Retained Assets. Notwithstanding anything to the contrary in Sections 2.1 through 2.9 2.7 or elsewhere herein, the Assets do not include the following (the “Retained Assets”): (a) All claims, including claims for insurance proceeds, and causes of Seller action of 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 that are attributable to periods of time prior to the Effective Time (including claims for adjustments or refunds), 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 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, excise severance 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, (ii) any other Taxes including income or franchise Taxes 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 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 MMS, or other Governmental Authority, prior to the Effective Time as well as any security or other deposits made prior to the Effective Timemade, 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 privilege; (f) All royalty overpayment amounts and/or future deductions as royalty offsets associated with the Assets as of the Effective Time;; and (g) Receivables and security interests as set forth under Section 2.7 prior to the Effective Time; (h) Audit All audit rights arising under any of the Contracts or otherwise with respect to any period prior to the Effective Time to the extent relating or to any Retained Assets (including, for the avoidance of doubt, the claims described in clause (a) of this Section 2.10); (i) All surface rights not associated with or used or to be used in conjunction with the Assets and which are not covered by the Surface Agreements; and (j) For the avoidance of doubt, the Excluded Assets.

Retained Assets. Notwithstanding anything to the contrary in Sections 2.1 through 2.9 2.10 or elsewhere herein, the Assets do not include the following (the “Retained Assets”): (a) All claims of Seller Seller’s rights in and 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 that are attributable to periods of time prior to the Effective Time (including claims Claims for adjustments or refunds), 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 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 TimeTime 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, 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, (ii) 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, claims, refunds or other refunds, benefits (including any benefit attributable to any current or future Laws laws or regulations in respect of “royalty relief” or other similar measures) ), liabilities or obligations not otherwise enumerated above, prior to the Effective Time as well as any security or other deposits made prior to the Effective Timemade, 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 privilegeprivilege (other than title opinions, related documents and legal files and records included in, or are part of, the above referenced files and records); (f) All royalty underpayment and overpayment amounts and/or future deductions as royalty offsets associated with the Assets as of the Effective Time; (g) Receivables and security interests as set forth under Section 2.7 prior to the Effective Time; (h) Audit rights arising under any of the Contracts or otherwise with respect to any period prior to the Effective Time Time, and all other rights under any of the Contracts to the extent relating to any (i) Retained Assets Assets, (includingii) 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 claims described in clause (a) of this Section 2.10Interests); (i) All surface rights not associated with or used or to be used The NuLoch Participation Agreement, including all obligations thereunder; (j) Except as otherwise provided in conjunction with the Assets clause (vii) of Section 2.9, all seismic, geophysical, geological and which are not other similar information covered by the Surface AgreementsBlooming Prairie Agreement; and (jk) For The wellbore of the avoidance 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 doubtSeller in and to (i) the Leases covering such lands to the extent and only to the extent such Leases relate to such wellbore and the currently producing formation, (ii) the Excluded AssetsHydrocarbons produced from such wellbore and (iii) all other assets, property (whether real or personal), rights, claims and other interests to the extent and only to the extent attributable to such wellbore and the currently producing formation.

Retained Assets. Notwithstanding anything in the Transaction Documents or any other writing to the contrary in Sections 2.1 through 2.9 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 (such excluded assets, the “Retained Assets”):), including, without limitation the following: (a) All claims cash and cash equivalents of Seller Sellers, including securities, deposits (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 that are attributable to periods of time prior to the Effective Time (including claims for adjustments or refundsother than Transferred Prepaids), or (iii) with respect to any investments in money market funds, commercial paper, certificates of the Retained Assetsdeposit, copies of all Records necessary to process such claims after the Closingand treasury bills and accrued interest thereon; (b) All rights and interest of Seller (i) under any policy Intellectual Property Rights owned or agreement of insurance controlled by Sellers pursuant to license or indemnity, (ii) under any bond or (iii) to any insurance or condemnation proceeds or awards arising, otherwise if not used primarily in each case, from acts, omissions or events related to, or damage to or destruction of, the Assets occurring prior to the Effective TimeBusiness; (c) All claims rights under all Contracts of Seller for refunds Sellers that are not Transferred Contracts, including underlying leases at Transferred Leasehold Interest sites where Buyer will be a sublessor or loss carry forwards with respect to (i) production, severance, excise or any other similar Taxes or real or personal property or ad valorem taxes attributable licensee of such site pursuant to the Assets for any period prior to the Effective Time, (ii) any other Taxes including income or franchise Taxes or (iii) any Taxes attributable to the Retained Assetsterms of this Agreement; (d) All proceeds, income, revenues, claims, refunds or other benefits (including any benefit attributable to any current or future Laws in respect Books and Records of “royalty relief” or other similar measures) Sellers that are not otherwise enumerated above, as well as any security or other deposits made prior to the Effective Time, attributable to (i) the Assets for any period prior to the Effective Time or (ii) any Retained AssetsTransferred Books and Records; (e) All documents Any refunds, credits or other assets or rights (including interest thereon or claims therefor) with respect to any Taxes of Sellers and instruments all of Seller Sellers’ Tax Returns relating to the Business or the Transferred Assets that may be protected by an attorney client privilegefor all periods ending on or prior to the Closing and any notes, worksheets, files and documents relating thereto; (f) All royalty overpayment amounts and/or future deductions as royalty offsets associated with Any rights (including rights of Sellers to indemnification and any policy of insurance) and claims and recoveries under litigation of Sellers against third parties arising out of or relating to events occurring on or prior to the Assets as of the Effective TimeClosing; (g) Receivables Any asset of Sellers transferred or otherwise disposed of by Sellers in the ordinary course of the Business (and security interests as set forth under Section 2.7 otherwise in accordance with the terms of this Agreement) on or prior to the Effective TimeClosing; (h) Audit rights arising under any All assets of the Contracts or otherwise with respect to any period prior Sellers and their ERISA Affiliates relating to the Effective Time to the extent relating to any Retained Assets (including, for the avoidance of doubt, the claims described in clause (a) of this Section 2.10)Employee Benefit Plans; (i) All surface rights not associated receivables of the Business in the United States of America invoiced as of the Closing with respect to either services rendered or used or products sold prior to be used in conjunction with the Assets and which are not covered by the Surface Agreements; andClosing; (j) For All inter-company receivables to be paid by EDS or EIS, or any of their Affiliates, as the avoidance case may be, to the Business other than inter-company receivables arising in the ordinary course relating to the provision of doubt, the Excluded Assets.services to third parties; and

Retained Assets. Notwithstanding anything to the contrary in Sections 2.1 through 2.9 or elsewhere herein, the Assets do not include the following (the “Retained Assets”): (a) All claims 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 that are attributable to periods of time prior to the Effective Time (including claims Claims for adjustments or refunds), 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 Xxxxx hereunder; (b) All rights and interest of Seller (i) under any policy or agreement of insurance or 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, 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, (ii) 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, claims, refunds or other refunds, benefits (including any benefit attributable to any current or future Laws laws or regulations in respect of “royalty relief” or other similar measures) ), liabilities or obligations not otherwise enumerated above, prior to the Effective Time as well as any security or other deposits made prior to the Effective Timemade, 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 privilegeprivilege (other than title opinions, title reports, related documents and legal files and records included in, or are part of, the above referenced files and records); (f) All royalty overpayment amounts and/or future deductions as royalty offsets associated with the Assets as of the Effective Time; (g) Receivables and security interests as set forth under Section 2.7 prior to the Effective Time; (h) Audit rights arising under any of the Contracts or otherwise with respect to any period prior to the Effective Time to the extent relating to any Retained Assets (including, for the avoidance of doubt, the claims described in clause (a) of this Section 2.10);Assets; and (i) All surface rights not associated with or used or to be used in conjunction with the Assets and which are not covered by the Surface Agreements; and (j) For the avoidance of doubt, the Excluded Assetsset forth on Exhibit “A-2.”

Retained Assets. Notwithstanding anything to the contrary in Sections 2.1 through 2.9 2.7 or elsewhere herein, the Assets do not include the following (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 that are attributable to periods of time prior to the Effective Time (including claims for adjustments or refunds), 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 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, excise severance 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, (ii) 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 laws or regulations in respect of “royalty relief” or other similar measures) not otherwise enumerated above, prior to the Effective Time as well as any security or other deposits made prior to the Effective Timemade, 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 privilegeor work product privilege (excepting title opinions and related documents); (f) All royalty overpayment amounts and/or future deductions as royalty offsets associated with the Assets as of the Effective Time; (g) Receivables and security interests as set forth under Section 2.7 prior to the Effective Time; (h) Audit audit rights arising under any of the Contracts or otherwise with respect to any period prior to the Effective Time to the extent relating or to any Retained Assets (including, for the avoidance of doubt, the claims described in clause (a) of this Section 2.10)Assets; (ig) The Excluded Equipment; and (h) All surface rights not specifically associated with or used or to be used in conjunction with the Assets and which are not covered by the Surface Agreements; and (j) For the avoidance of doubt, the Excluded Assets.

Retained Assets. Notwithstanding anything to the contrary in Sections 2.1 through 2.9 2.7 or elsewhere herein, the Assets do not include the following (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 that are attributable to periods of time prior to the Effective Time (including claims for adjustments or refunds), 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 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, excise severance 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, (ii) 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 in respect of “royalty relief” ’ or other similar measures) not otherwise enumerated above, prior to the Effective Time as well as any security or other deposits made prior to the Effective Timemade, 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 privilegeor work product privilege (excepting title opinions and related documents); (f) All royalty overpayment amounts and/or future deductions as royalty offsets associated with the Assets as of the Effective Time; (g) Receivables and security interests as set forth under Section 2.7 prior to the Effective Time; (h) Audit audit rights arising under any of the Contracts or otherwise with respect to any period prior to the Effective Time to the extent relating or to any Retained Assets (including, for the avoidance of doubt, the claims described in clause (a) of this Section 2.10)Assets; (ig) All surface rights not specifically associated with or used or to be used in conjunction with the Assets and which are not covered by the Surface AgreementsAssets; and (jh) For Seller’s retained proportionate share of the avoidance of doubtrights and obligations arising under or attributable to the Oneok Contracts as provided for under Sections 11.5, the Excluded Assets11.6, and 11.7.

Retained Assets. Notwithstanding anything to the contrary in Sections 2.1 Section 2.1(a) through 2.9 Section 2.1(h) or elsewhere herein, the Assets do not include the following (collectively, the “Retained Assets”): (a) All 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 that are attributable to periods of time prior to the Effective Time (including claims for adjustments or refunds), 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 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, excise severance 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, (ii) any other Taxes including income or franchise Taxes 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 laws or regulations in respect of “royalty relief” or other similar measures) not otherwise enumerated above, prior to the Effective Time as well as any security or other deposits made prior to the Effective Timemade, 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; (fe) All royalty overpayment amounts and/or future deductions as royalty offsets associated with the Assets as of the Effective Time; (g) Receivables and security interests as set forth under Section 2.7 prior to the Effective Time; (h) Audit audit rights arising under any of the Contracts or otherwise with respect to any period prior to the Effective Time to the extent relating or to any Retained Assets (including, for the avoidance of doubt, the claims described in clause (a) of this Section 2.10)Assets; (if) All surface rights not associated with or used or to be used in conjunction with the Assets and which are not covered by the Surface AgreementsThe Excluded Records; and (jg) For the avoidance of doubt, the Excluded AssetsThose items more particularly identified and described on Schedule 2.2(g)hereto.

Retained Assets. Notwithstanding anything to the contrary in Sections 2.1 through 2.9 or elsewhere herein, the Assets do not include the following (the “Retained Assets”): (a) All 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 that are attributable to periods of time prior to the Effective Time (including claims for adjustments or refunds), 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 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, 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, (ii) 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 in respect of “royalty relief” or other similar measures) not otherwise enumerated above, prior to the Effective Time as well as any security or other deposits made prior to the Effective Timemade, 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 privilege; (f) All royalty overpayment amounts and/or future deductions as royalty offsets associated with the Assets as of the Effective Time; (g) Receivables and security interests as set forth under Section 2.7 prior to the Effective Time; (h) Audit rights arising under any of the Contracts or otherwise with respect to any period prior to the Effective Time to the extent relating to any Retained Assets (including, for the avoidance of doubt, the claims described in clause (a) of this Section 2.10); (i) All surface rights not associated with or used or to be used in conjunction with the Assets and which are not covered by the Surface Agreements; and (j) For the avoidance of doubt, the Excluded Assets.

Retained Assets. Notwithstanding anything to the contrary in Sections 2.1 through 2.9 2.11 or elsewhere herein, the Assets do not include the following (the “Retained Assets”): (a) All claims of Seller Seller’s rights in and 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 that are to the extent attributable to periods of time prior to the Effective Time (including claims Claims for adjustments or refunds), or except to the extent, in each case, relating to liabilities assumed by Buyer hereunder; (iiib) with respect to any of the Retained Assets, copies Copies of all Records Records, including those necessary to process prosecute such claims Claims after the Closing; (bc) All Subject to Section 13.9, all rights and interest of Seller (i) under any policy or agreement of insurance or 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, excise or any other similar Production Taxes or real or personal property or ad valorem taxes attributable to the Assets Property Taxes for any Tax period (or portion thereof) prior to the Effective TimeTime or for which a reduction to the Base Purchase Price was made under Section 3.2 or Section 10.3, (ii) any other Taxes including income or franchise Taxes for any Tax period (or portion thereof) ending on the Closing Date or (iii) any Taxes attributable to the Retained AssetsAssets (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 laws or regulations in respect of “royalty relief” or other similar measures) not otherwise enumerated above, as well as any security or other deposits made prior to the Effective Timemade, 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 privilegeprivilege (other than title opinions, title reports, and related documents, legal files and records included in, or are part of, the above referenced files and records); (fg) All royalty overpayment amounts and/or future deductions as royalty offsets associated with the Assets as of the Effective Time; (gh) Receivables and security interests as set forth under Section 2.7 prior to the Effective Time; (hi) Audit and all other rights arising under any of the Contracts or otherwise with respect to any period prior to the Effective Time to the extent relating to any (i) Retained Assets Assets, (including, 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 shall include, solely to the claims described extent they relate to liabilities for which Seller is retaining or for which Seller is liable under this Agreement (including, in clause 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 (aor 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 this Section 2.10the Interests); (ij) Seller’s federal, state or local income, franchise or margin Tax Returns and related files and records; (k) All surface rights not associated with intellectual property and seismic, geophysical, geological and other similar information or used or to be used in conjunction with the Assets and which are not covered by the Surface Agreementsdata; and (jl) For the avoidance of doubtAll properties, the Excluded Assetsrights, interests and assets described on Exhibit “A-1”.

Retained Assets. Notwithstanding anything to the contrary in Sections 2.1 through 2.9 or elsewhere herein, the Assets do not include the following (the “Retained Assets”): (a) All claims 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 that are attributable to periods of time prior to the Effective Time (including claims Claims for adjustments or refunds), 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 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, 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, (ii) 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, claims, refunds or other refunds, benefits (including any benefit attributable to any current or future Laws laws or regulations in respect of “royalty relief” or other similar measures) ), liabilities or obligations not otherwise enumerated above, prior to the Effective Time as well as any security or other deposits made prior to the Effective Timemade, 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 privilegeprivilege (other than title opinions, title reports, related documents and legal files and records included in, or are part of, the above referenced files and records); (f) All royalty overpayment amounts and/or future deductions as royalty offsets associated with the Assets as of the Effective Time; (g) Receivables and security interests as set forth under Section 2.7 prior to the Effective Time; (h) Audit rights arising under any of the Contracts or otherwise with respect to any period prior to the Effective Time to the extent relating to any Retained Assets (including, for the avoidance of doubt, the claims described in clause (a) of this Section 2.10);Assets; and (i) All surface rights not associated with or used or to be used in conjunction with the Assets and which are not covered by the Surface Agreements; and (j) For the avoidance of doubt, the Excluded Assetsset forth on Exhibit “A-2.”

Retained Assets. Notwithstanding anything to the contrary in Sections Section 2.1 through Section 2.9 or elsewhere herein, the Assets do not include the following (collectively, the “Retained Assets”): (a) All claims 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 that are attributable to periods of time prior to the Effective Time (including claims for adjustments or refunds), 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 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; (b) All claims of Seller for refunds of, credits attributable to, loss carry forwards with respect to, or similar Tax assets relating to (i) Asset Taxes attributable to the Assets for any period (or portion thereof) ending prior to the Effective Time, (ii) income, franchise or similar Taxes, (iii) Taxes attributable to the Retained 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; (c) All claims of Seller for refunds or loss carry forwards with respect to (i) production, 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, (ii) any other Taxes including income or franchise Taxes or (iii) any Taxes attributable to the Retained Assets; (d) 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 laws or regulations in respect of “royalty relief” or other similar measures) not otherwise enumerated above, prior to the Effective Time as well as any security or other deposits made prior to the Effective Timemade, 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; (f) All royalty overpayment amounts and/or future deductions as royalty offsets associated with the Assets as of the Effective Time, but not including title opinions and similar title related documents and instruments; (g) Receivables and security interests as set forth under Section 2.7 prior to the Effective Time; (h) Audit All audit rights arising under any of the Contracts or otherwise with respect to any period prior to the Effective Time to the extent relating or to any Retained Assets Assets; (includingh) Originals of all data, for the avoidance information and records relating to Tax and accounting matters and copies of doubt, the claims described in clause (a) of this Section 2.10)all other Records; (i) All surface rights not associated with The Hedge Contracts; (j) The Excluded Records; (k) The assets, interests, equipment, inventory or used or to be used in conjunction with the Assets and which are not covered by the Surface Agreementspersonal property identified on Schedule 2.10; and (jl) For the avoidance of doubt, the Excluded AssetsThose items more particularly identified and described elsewhere in this Agreement as being excluded and retained by Seller.

Retained Assets. Notwithstanding anything to the contrary in Sections 2.1 through 2.9 or elsewhere herein, the Assets do not include the following (the “Retained Assets”): (a) All claims and causes of Seller action of 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 that are attributable to periods of time prior to the Effective Time (including claims for adjustments or refunds), other than to the extent relating to liabilities and obligations assumed by Buyer or for which Buyer is responsible pursuant to 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 indemnity, other than policies or agreements held for the joint account under a joint operating agreement in which a Seller has 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, excise severance 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, (ii) 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 laws or regulations in respect of “royalty relief” or other similar measures) not otherwise enumerated above, attributable to periods of time prior to the Effective Time as well as any security or other deposits made prior to the Effective Timemade, 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; (f) All royalty overpayment amounts and/or future deductions as royalty offsets associated with the Assets as of the Effective Time; (g) Receivables and security interests as set forth under Subject to Section 2.7 prior to the Effective Time; (h) Audit 13.2, all audit rights arising under any of the Contracts or otherwise with respect to any period prior to the Effective Time to the extent relating or to any Retained Assets Assets; (including, for g) All surface rights not specifically associated with or used in conjunction with the avoidance of doubt, the claims described in clause Assets; (ah) of this Section The equipment and personal property identified on Schedule 2.10); (i) All surface rights not associated with or used or to be used in conjunction with the Assets Those leases and which are not covered by the Surface Agreementsxxxxx described on Schedule 2.10; and (j) For the avoidance of doubtThe Retained Permian Offices, the Excluded Assetsincluding all personal property (other than Records) located therein or thereon.