Common use of Assets Excluded Clause in Contracts

Assets Excluded. Notwithstanding anything herein contained to the contrary, the Properties do not include, and there is hereby excepted and reserved unto Seller, the following: (a) Any accounts receivable or accounts payable accruing before the Effective Date including, but not limited to, all payments held in suspense for title or other reasons that are customary in the industry and which payments are attributable to periods of time prior to the Effective Date; (b) All corporate, financial, tax and legal (other than title) records of Seller; (c) All oil, gas or other hydrocarbon production from or attributable to the Properties with respect to all periods prior to the Effective Date, all proceeds attributable thereto, and all oil, gas or other hydrocarbons that, at the Effective Date, are owned by Seller and are in storage or within processing plants; (d) Any refund of costs, taxes or expenses borne by Seller or Seller's predecessors in title attributable to periods prior to the Effective Date; (e) Any and all proceeds from the settlements of contract disputes with purchasers of oil, gas or other hydrocarbons from the Properties, including settlement of take-or-pay disputes, insofar as said proceeds are attributable to periods of time prior to the Effective Date; (f) Any and all proceeds from settlements with regard to reclassification of gas produced from the Properties, insofar as said proceeds are attributable to periods of time prior to the Effective Date; (g) All claims (including insurance claims) and causes of action of Seller against one or more third parties arising from acts, omission or events occurring prior to the Effective Date and all claims under any joint interest audit attributable to any period prior to the Effective Date; (h) Any geological, geophysical or seismic data, materials or information, including maps, interpretations records or other technical information related to or based upon any such data, materials or information, and any other asset, data, materials or information, the transfer of which is restricted or prohibited under the terms of any third party license, confidentiality agreement or other agreement or the transfer of which would require the payment of a fee or other consideration to any third party; provided, however, that if any such data, materials or information is transferable upon payment of a fee or other consideration, and if Buyer has paid such fee or other consideration prior to the Closing Date, then such data, materials or information shall be transferred to Buyer; (i) All rights, titles, and interest of Seller in and to the properties and interests described in Section 1.1, paragraphs (a), (f) and (g), above, BELOW THE BASE OF THE XXXXX FORMATION AS DEPICTED AT 7778’ SUBSURFACE ON THE SCHLUMBERGER GAMMA RAY/ARRAY INDUCTION LOG DATED SEPTEMBER 16, 2002 FOR THE XXXXX XXXXX PROPERTIES, INC. CHATO 24 #19 WELL (API NO. 42-283-31761). The properties and interests specified in the foregoing paragraphs (a) through (i) of this Section 1.2 are herein collectively called the "Excluded Assets".

Assets Excluded. Notwithstanding anything herein contained to the contrary, the Properties do not include, and there is hereby excepted and reserved unto SellerSellers, all other assets, properties, and business of Sellers, including the following: (a) Any accounts receivable or accounts payable accruing before the Effective Date including, but not limited to, all payments held in suspense for title or other reasons that are customary in the industry and which payments are attributable to periods of time prior to the Effective Date; (b) All corporateof Sellers’ right, financialtitle, tax and legal (interest in any oil, gas, or mineral Leases, overriding royalties, production payments, net profits interests, fee mineral interests, fee royalty interests and other than title) records interests in oil, gas, and other minerals not expressly included in the definition of Seller; (c) All Oil and Gas Properties and all oil, gas or other hydrocarbon production from or attributable to the Properties with respect to all periods prior to the Effective Date, all proceeds attributable thereto, and all oil, gas or other hydrocarbons Hydrocarbons that, at the Effective Date, are owned by Seller Sellers and are in storage or within processing plants; (dc) Any rebate or refund of costs, taxes Taxes, or expenses borne by Seller Sellers or Seller's Sellers’ predecessors in title attributable to periods prior to the Effective Date; (ed) Any and all proceeds from the settlements of contract disputes with purchasers of oil, gas or other hydrocarbons Hydrocarbons from the Properties, including settlement of take-or-pay disputes, insofar as said proceeds are attributable to periods of time prior to the Effective Date; (fe) Any and all proceeds from settlements with regard to reclassification of oil or gas produced from the Properties, insofar as said proceeds are attributable to periods of time prior to the Effective Date; (f) All contracts of insurance or indemnity; (g) All claims (including insurance claims) and causes of action of Seller Sellers against one or more third parties arising from acts, omission omission, or events occurring prior to the Effective Date and all claims under any joint interest audit attributable to any period prior to the Effective Date; (h) All limited liability company, financial, tax, and legal (other than title) books and records of Sellers; (i) Any geological, geophysical or seismic data, materials materials, or information, including maps, interpretations records interpretations, records, or other technical information related to or based upon any such data, materials or information, and any other asset, data, materials materials, or information, the transfer of which is restricted or prohibited under the terms of any third party license, confidentiality agreement agreement, or other agreement or the transfer of which would require the payment of a fee or other consideration to any third party; provided, however, that if any such data, materials materials, or information is transferable upon payment of a fee or other consideration, and if Buyer has paid such fee or other consideration prior to the Closing Date, then such data, materials materials, or information shall be transferred to Buyer; (ij) The field office located at Xxxx Lew, West Virginia, to the extent described on Exhibit B and all furniture, fixtures and equipment located thereat, including computers, telephone equipment and other similar items of tangible personal property; (k) All share drive and accounting servers related to the Properties regardless of where such servers are located; (l) All of Sellers’ accounting or other administrative systems, computer software, patents, trade secrets, copyrights, names, trademarks, logos, and other intellectual property; (m) All documents and instruments of Sellers that may be protected by an attorney-client privilege (exclusive of title opinions in respect of the Oil and Gas Properties and all documents and instruments related to any matters in Sellers Disclosure Schedule); (n) All of the other properties, interests and assets described on Exhibit B, together with any rights, titlesliabilities, or obligations associated with such assets; (o) The Existing Xxxxxx and all hedging transactions and any gains or losses attributable to any hedging activities, whether occurring before or after the Effective Date; (p) Any other right or interest of Seller in and to the properties Properties to the extent attributable to the period prior to the Effective Date; (q) All bonds, letters of credit and interests described in Section 1.1guarantees if any, paragraphs posted by Sellers or any Affiliate with any Governmental Authority or third person and relating to the Properties; (a)r) All (i) correspondence or other documents or instruments of Sellers relating to the transactions contemplated hereby, (fii) lists of other prospective purchasers of Sellers or the Properties compiled by Sellers, (iii) bids submitted to Sellers by other prospective purchasers of Sellers or the Properties, (iv) analyses by Sellers or any Affiliates thereof submitted by other prospective purchasers of Sellers or the Properties, and (g)v) correspondence between or among Sellers or their Affiliates or their respective representatives with respect to, aboveor with, BELOW THE BASE OF THE XXXXX FORMATION AS DEPICTED AT 7778any other prospective purchasers of Sellers or the Properties; and (s) All assets associated with Sellers’ SUBSURFACE ON THE SCHLUMBERGER GAMMA RAY/ARRAY INDUCTION LOG DATED SEPTEMBER 16Affiliates, 2002 FOR THE XXXXX XXXXX PROPERTIESMid Atlantic Well Service, INC. CHATO 24 #19 WELL (API NO. 42Inc., Marathon 85-283II Limited Partnership, a West Virginia limited partnership, and Marathon 85-31761). III Limited Partnership, a West Virginia limited partnership, and their respective operations including those specifically described on Exhibit B. The properties and interests specified in the foregoing paragraphs (a) through (is) of this Section 1.2 are herein collectively called the "“Excluded Assets"”. It is understood that certain of the Excluded Assets may not be embraced by the term “Properties”. The fact that certain assets have been expressly excluded is not intended to suggest that had they not been excluded they would have constituted Properties and may not be used to interpret the meaning of any word or phrase used in describing the Properties.

Assets Excluded. Notwithstanding anything herein contained to the contrary, the Properties do not include, and there is hereby excepted and reserved unto Seller, the following: (a) Any accounts receivable or accounts payable accruing before the Effective Date including, but not limited to, all payments held in suspense or in escrow, except Suspense Funds, for title or other reasons that are customary in the industry and which payments are attributable to periods of time prior to the Effective Date; (b) All corporate, financial, tax (including Tax Returns) and legal (other than title) records of Seller; (c) All oil, gas or other hydrocarbon production from or attributable to the Properties with respect to all periods prior to the Effective Date, all proceeds attributable thereto, and all oil, gas or other hydrocarbons Hydrocarbons that, at the Effective Date, are owned by Seller and are in storage or within processing plants; (d) Any refund of costs, taxes or expenses borne by Seller or Seller's ’s predecessors in title attributable to periods prior to the Effective Date; (e) Any and all proceeds from the settlements of contract disputes with purchasers of oil, gas or other hydrocarbons Hydrocarbons from the Properties, including settlement of take-or-pay disputes, insofar as said proceeds are attributable to periods of time prior to the Effective Date; (f) Any and all proceeds from settlements with regard to reclassification of gas produced from the Properties, insofar as said proceeds are attributable to periods of time prior to the Effective Date; (g) All claims (including insurance claims) and causes of action of Seller against one or more third parties arising from acts, omission or events occurring prior to the Effective Date and all claims under any joint interest audit attributable to any period prior to the Effective Date; (hg) Any geological, geophysical or seismic data, materials or information, including maps, interpretations records or other technical information related to or based upon any such data, materials or information, and any other asset, data, materials or information, the transfer of which is restricted or prohibited under the terms of any third party license, confidentiality agreement or other agreement or the transfer of which would require the payment of a fee or other consideration to any third party; provided, however, that if any such data, materials or information is transferable upon payment of a fee or other consideration, and if Buyer has paid or agreed to pay such fee or other consideration prior to within one (1) year after the Closing Date, then such data, materials or information shall be transferred to BuyerBuyer and considered to be part of the Properties. This obligation will remain in effect for one (1) year after Closing; (h) All of Seller’s proprietary computer software, patents, trade secrets, copyrights, names, trademarks, logos and other intellectual property; (i) All rightsdocuments and instruments of Seller that may be protected by an attorney-client privilege (exclusive of title opinions in respect of the Oil and Gas Properties); and (j) All (i) correspondence or other documents or instruments of Seller relating to the negotiation of this Agreement, titles(ii) lists of other prospective purchasers (including a list of third parties who signed a confidentiality agreement in relation to the Properties) of the Properties compiled by Seller, (iii) bids submitted to Seller by other prospective purchasers of the Properties, (iv) analyses by Seller or any Affiliates thereof submitted by other prospective purchasers of the Properties, and interest (v) correspondence between or among Seller or its Affiliates or their respective representatives with respect to, or with, any other prospective purchasers of Seller in and to the properties and interests described in Section 1.1, paragraphs (a), (f) and (g), above, BELOW THE BASE OF THE XXXXX FORMATION AS DEPICTED AT 7778’ SUBSURFACE ON THE SCHLUMBERGER GAMMA RAY/ARRAY INDUCTION LOG DATED SEPTEMBER 16, 2002 FOR THE XXXXX XXXXX PROPERTIES, INC. CHATO 24 #19 WELL (API NO. 42-283-31761)Properties. The properties and interests specified in the foregoing paragraphs (a) through (ij) of this Section 1.2 are herein collectively called the "“Excluded Assets"”.

Assets Excluded. Notwithstanding anything herein contained to the contrary, the Properties do not include, and there is hereby excepted and reserved unto Seller, the following: (a) Any accounts receivable or accounts payable accruing before the Effective Date including, but not limited to, all payments held in suspense for title or other reasons that are customary in the industry and which payments are All trade credits attributable to the Properties with respect to all periods of time prior to the Effective Date; (b) All corporate, financial, tax and legal (other than title) records of Seller; (c) All oil, gas or other hydrocarbon production from or attributable to the Properties with respect to all periods prior to the Effective Date, all proceeds attributable thereto, and all oil, gas or other hydrocarbons that, at the Effective Date, are owned by Seller and are in storage or within processing plants; (dc) Any refund of costs, taxes or expenses borne by Seller or Seller's ’s predecessors in title attributable to periods prior to the Effective Date; (ed) Any and all proceeds from the settlements of contract disputes with purchasers of oil, gas or other hydrocarbons from the Properties, including settlement of take-or-pay disputes, insofar as said proceeds are attributable to periods of time prior to the Effective Date; (fe) Any and all proceeds from settlements with regard to reclassification of gas produced from the Properties, insofar as said proceeds are attributable to periods of time prior to the Effective Date; (gf) All claims (including insurance claims) and causes of action of Seller against one or more third parties arising from acts, omission or events occurring prior to the Effective Date and all claims under any joint interest audit attributable to any period prior to the Effective Date; (g) All limited liability company, financial, tax and legal (other than title) books and records of Seller; (h) Any geologicalSeller’s office lease at 000 Xxxxx Xxxxx, geophysical or seismic dataHouston, materials or informationTexas, and all furniture, fixtures and equipment located thereat, including mapscomputers, interpretations records or telephone equipment and other technical information related to or based upon any such data, materials or information, and any other asset, data, materials or information, the transfer similar items of which is restricted or prohibited under the terms of any third party license, confidentiality agreement or other agreement or the transfer of which would require the payment of a fee or other consideration to any third party; provided, however, that if any such data, materials or information is transferable upon payment of a fee or other consideration, and if Buyer has paid such fee or other consideration prior to the Closing Date, then such data, materials or information shall be transferred to Buyertangible personal property; (i) All rightsof Seller’s patents, titlestrade secrets, copyrights, names, trademarks, logos and other intellectual property; (j) All documents and instruments of Seller that may be protected by an attorney-client privilege (exclusive of title opinions in respect of the Oil and Gas Properties); and (k) All (i) correspondence or other documents or instruments of Seller relating to the transactions contemplated hereby, (ii) lists of other prospective purchasers of Seller or the Properties compiled by Seller, (iii) bids submitted to Seller by other prospective purchasers of Seller or the Properties, (iv) analyses by Seller or any Affiliates thereof submitted by other prospective purchasers of Seller or the Properties, and interest (v) correspondence between or among Seller or its Affiliates or their respective representatives with respect to, or with, any other prospective purchasers of Seller in and to or the properties and interests described in Section 1.1, paragraphs (a), (f) and (g), above, BELOW THE BASE OF THE XXXXX FORMATION AS DEPICTED AT 7778’ SUBSURFACE ON THE SCHLUMBERGER GAMMA RAY/ARRAY INDUCTION LOG DATED SEPTEMBER 16, 2002 FOR THE XXXXX XXXXX PROPERTIES, INC. CHATO 24 #19 WELL (API NO. 42-283-31761)Properties. The properties and interests specified in the foregoing paragraphs (a) through (ik) of this Section 1.2 are herein collectively called the "“Excluded Assets"”.

Assets Excluded. Notwithstanding anything herein contained to the contrary, the Properties do not include, and there is hereby excepted and reserved unto Seller, the following: (a) Any accounts receivable or accounts payable accruing before the Effective Date including, but not limited to, all payments held in suspense for title or other reasons that are customary in the industry and which payments are attributable to periods of time prior to the Effective Date; (b) All corporate, financial, tax and legal (other than title) records of Seller; (c) All oil, gas or other hydrocarbon production from or attributable to the Properties with respect to all periods prior to the Effective Date, all proceeds attributable thereto, and all oil, gas or other hydrocarbons that, at the Effective Date, are owned by Seller and are in storage or within processing plants; (d) Any refund of costs, taxes or expenses borne by Seller or Seller's predecessors in title attributable to periods prior to the Effective Date; (e) Any and all proceeds from the settlements of contract disputes with purchasers of oil, gas or other hydrocarbons from the Properties, including settlement of take-or-pay disputes, insofar as said proceeds are attributable to periods of time prior to the Effective Date; (f) Any and all proceeds from settlements with regard to reclassification of gas produced from the Properties, insofar as said proceeds are attributable to periods of time prior to the Effective Date; (g) All claims (including insurance claims) and causes of action of Seller against one or more third parties arising from acts, omission or events occurring prior to the Effective Date and all claims under any joint interest audit attributable to any period prior to the Effective Date; (h) Any geological, geophysical or seismic data, materials or information, including maps, interpretations records or other technical information related to or based upon any such data, materials or information, and any other asset, data, materials or information, the transfer of which is restricted or prohibited under the terms of any third party license, confidentiality agreement or other agreement or the transfer of which would require the payment of a fee or other consideration to any third party; provided, however, that if any such data, materials or information is transferable upon payment of a fee or other consideration, and if Buyer has paid such fee or other consideration prior to the Closing Date, then such data, materials or information shall be transferred to Buyer; (i) All rights, titles, and interest of Seller in and to the properties and interests described in Section 1.1, paragraphs (a), (f) and (g), above, BELOW THE BASE OF THE XXXXX FORMATION AS DEPICTED AT 7778’ SUBSURFACE ON THE SCHLUMBERGER GAMMA RAY/ARRAY INDUCTION LOG DATED SEPTEMBER 16, 2002 FOR THE XXXXX XXXXX PROPERTIES, INC. CHATO 24 #19 WELL (API NO. 42-283-31761). ; The properties and interests specified in the foregoing paragraphs (a) through (ih) of this Section 1.2 are herein collectively called the "Excluded Assets".

Assets Excluded. Notwithstanding anything herein contained to the contrary, the Properties do not include, and there is hereby excepted and reserved unto SellerSellers all other assets, properties, and business of Sellers, including the following: (a) Any accounts receivable or accounts payable accruing before the Effective Date including, but not limited to, all payments held in suspense for title or other reasons that are customary in the industry and which payments are attributable to periods of time prior to the Effective Date; (b) All corporateof Sellers’ right, financialtitle and interest in any oil, tax gas or mineral Leases, overriding royalties, production payments, net profits interests, fee mineral interests, fee royalty interests and legal (other than title) records of Seller; (c) All interests in oil, gas and other minerals not included within the area outlined in red on Exhibit A-1 and all oil, gas or other hydrocarbon production from or attributable to the Properties with respect to all periods prior to the Effective Date, all proceeds attributable thereto, and all oil, gas or other hydrocarbons Hydrocarbons that, at the Effective Date, are owned by Seller Sellers and are in storage or within processing plants; (dc) Any rebate or refund of costs, taxes Taxes, or expenses borne by Seller Sellers or Seller's Sellers’ predecessors in title attributable to periods prior to the Effective Date; (ed) Any and all proceeds from the settlements of contract disputes with purchasers of oil, gas or other hydrocarbons Hydrocarbons from the Properties, including settlement of take-or-pay disputes, insofar as said proceeds are attributable to periods of time prior to the Effective Date; (fe) Any and all proceeds from settlements with regard to reclassification of oil or gas produced from the Properties, insofar as said proceeds are attributable to periods of time prior to the Effective Date; (f) All contracts of insurance; (g) All claims (including insurance claims) and causes of action of Seller Sellers against one or more third parties arising from acts, omission omission, or events occurring prior to the Effective Date and all claims under any joint interest audit attributable to any period prior to the Effective Date; (h) All limited liability company, financial, tax, and legal (other than title) books and records of Sellers; (i) Any geological, geophysical or seismic data, materials materials, or information, including maps, interpretations records interpretations, records, or other technical information related to or based upon any such data, materials or information, and any other asset, data, materials materials, or information, the transfer of which is restricted or prohibited under the terms of any third party license, confidentiality agreement agreement, or other agreement or the transfer of which would require the payment of a fee or other consideration to any third party; provided, however, that if any such data, materials, or information is (i) restricted or disclosure is prohibited, at Buyer’s option (A) Sellers shall use Reasonable Best Efforts to cause such restrictions or prohibitions to be removed or waived so that such data, materials or information is might be transferred to Buyer, and Buyer will reimburse Sellers for any third-party expense incurred by Sellers in connection therewith, or (B) Sellers shall transfer to Buyer such restricted geological, geophysical or other information in accordance with the Participation Option Agreement; and (ii) transferable upon payment of a fee or other consideration, and if Buyer has paid such fee or other consideration prior to the Closing Date, then such data, materials materials, or information shall be transferred to BuyerBuyer subject to the payment by Buyer of such fee or other consideration; (j) All share drive and accounting servers related to the Properties regardless of where such servers are located; (k) All of Sellers’ accounting or other administrative systems, computer software, patents, trade secrets, copyrights, names, trademarks, logos, and other intellectual property; (l) All documents and instruments of Sellers that are protected by an attorney-client privilege (exclusive of title opinions in respect of the Oil and Gas Properties and all documents and instruments related to any matters in Sellers Disclosure Schedule); (m) All of the other properties, interests and assets described on Exhibit B, together with any rights, liabilities, or obligations associated with such assets; (n) The Existing Xxxxxx and all hedging transactions and any gains or losses attributable to any hedging activities; (o) Any other right or interest in and to the Properties to the extent attributable to the period prior to the Effective Date; (p) All bonds, letters of credit and guarantees if any, posted by Sellers or any Affiliate with any Governmental Authority or third person and relating to the Properties; (q) All (i) correspondence or other documents or instruments of Sellers relating to the transactions contemplated hereby, (ii) lists of other prospective purchasers of Sellers or the Properties compiled by Sellers, (iii) bids submitted to Sellers by other prospective purchasers of Sellers or the Properties, (iv) analyses by Sellers or any Affiliates thereof submitted by other prospective purchasers of Sellers or the Properties, and (v) correspondence between or among Sellers or their Affiliates or their respective representatives with respect to, or with, any other prospective purchasers of Sellers or the Properties; (r) Eighty percent (80%) of Sellers’ total interest in (i) the wellbore of the Xxxxx 3-4 Well (API # 01522984A) in Section 4-6N-9W of Caddo County, Oklahoma and (ii) the XxXxxxx 1-24 Well (API # 05123416) in Section 24-3N-8W of Xxxxx County, Oklahoma, together with the right to deepen, sidetrack, recomplete or drill a replacement for either of the foregoing; and (s) All rights, titles, interests and interest of Seller in and obligations retained by Sellers or granted to the properties and interests Sellers pursuant to that certain Participation Option Agreement further described in Section 1.1, paragraphs (a), (f) and (g), above, BELOW THE BASE OF THE XXXXX FORMATION AS DEPICTED AT 7778’ SUBSURFACE ON THE SCHLUMBERGER GAMMA RAY/ARRAY INDUCTION LOG DATED SEPTEMBER 16, 2002 FOR THE XXXXX XXXXX PROPERTIES, INC. CHATO 24 #19 WELL (API NO. 42-283-31761)herein. The properties and interests specified in the foregoing paragraphs (a) through (is) of this Section 1.2 are herein collectively called the "“Excluded Assets"”. It is understood that certain of the Excluded Assets may not be embraced by the term “Properties”. The fact that certain assets have been expressly excluded is not intended to suggest that had they not been excluded they would have constituted Properties and may not be used to interpret the meaning of any word or phrase used in describing the Properties.

Assets Excluded. Notwithstanding anything herein contained to the contrary, the LP Properties do not include, and there is hereby excepted and reserved unto SellerLP Sellers all other assets, properties, and business of LP Sellers, including the following: (a) Any accounts receivable or accounts payable accruing before the Effective Date including, but not limited to, all payments held in suspense for title or other reasons that are customary in the industry and which payments are attributable to periods of time prior to the Effective Date; (b) All corporateof LP Sellers’ right, financialtitle, tax and legal (interest in any oil, gas, or mineral Leases, overriding royalties, production payments, net profits interests, fee mineral interests, fee royalty interests and other than title) records interests in oil, gas, and other minerals not expressly included in the definition of Seller; (c) All LP Oil and Gas Properties and all oil, gas or other hydrocarbon production from or attributable to the LP Properties with respect to all periods prior to the Effective Date, all proceeds attributable thereto, and all oil, gas or other hydrocarbons Hydrocarbons that, at the Effective Date, are owned by Seller LP Sellers and are in storage or within processing plants; (dc) Any rebate or refund of costs, taxes Taxes, or expenses borne by Seller LP Sellers or Seller's LP Sellers’ predecessors in title attributable to periods prior to the Effective Date; (ed) Any and all proceeds from the settlements of contract disputes with purchasers of oil, gas or other hydrocarbons Hydrocarbons from the LP Properties, including settlement of take-or-pay disputes, insofar as said proceeds are attributable to periods of time prior to the Effective Date; (fe) Any and all proceeds from settlements with regard to reclassification of oil or gas produced from the LP Properties, insofar as said proceeds are attributable to periods of time prior to the Effective Date; (f) All contracts of insurance or indemnity; (g) All claims (including insurance claims) and causes of action of Seller LP Sellers against one or more third parties arising from acts, omission omission, or events occurring prior to the Effective Date and all claims under any joint interest audit attributable to any period prior to the Effective Date; (h) All limited partnership, financial, tax, and legal (other than title) books and records of LP Sellers; (i) Any geological, geophysical or seismic data, materials materials, or information, including maps, interpretations records interpretations, records, or other technical information related to or based upon any such data, materials or information, and any other asset, data, materials materials, or information, the transfer of which is restricted or prohibited under the terms of any third party license, confidentiality agreement agreement, or other agreement or the transfer of which would require the payment of a fee or other consideration to any third party; provided, however, that if any such data, materials materials, or information is transferable upon payment of a fee or other consideration, and if Buyer has paid such fee or other consideration prior to the LP Closing Date, then such data, materials materials, or information shall be transferred to Buyer; (ij) All share drive and accounting servers related to the LP Properties regardless of where such servers are located; (k) All of LP Sellers’ accounting or other administrative systems, computer software, patents, trade secrets, copyrights, names, trademarks, logos, and other intellectual property; (l) All documents and instruments of LP Sellers that may be protected by an attorney-client privilege (exclusive of title opinions in respect of the LP Oil and Gas Properties and all documents and instruments related to any matters in LP Sellers Disclosure Schedule); (m) All of the other properties, interests and assets described on Exhibit B, together with any rights, titlesliabilities, or obligations associated with such assets; (n) The Existing Xxxxxx and all hedging transactions and any gains or losses attributable to any hedging activities, whether occurring before or after the Effective Date; (o) Any other right or interest of Seller in and to the properties LP Properties to the extent attributable to the period prior to the Effective Date; (p) All bonds, letters of credit and interests described in Section 1.1guarantees if any, paragraphs posted by LP Sellers or any Affiliate with any Governmental Authority or third person and relating to the LP Properties; (a)q) All (i) correspondence or other documents or instruments of LP Sellers relating to the transactions contemplated hereby, (fii) lists of other prospective purchasers of LP Sellers or the LP Properties compiled by LP Sellers, (iii) bids submitted to LP Sellers by other prospective purchasers of LP Sellers or the LP Properties, (iv) analyses by LP Sellers or any Affiliates thereof submitted by other prospective purchasers of LP Sellers or the LP Properties, and (g)v) correspondence between or among LP Sellers or their Affiliates or their respective representatives with respect to, aboveor with, BELOW THE BASE OF THE XXXXX FORMATION AS DEPICTED AT 7778any other prospective purchasers of LP Sellers or the LP Properties; and (r) All assets associated with LP Sellers’ SUBSURFACE ON THE SCHLUMBERGER GAMMA RAY/ARRAY INDUCTION LOG DATED SEPTEMBER 16Affiliate, 2002 FOR THE XXXXX XXXXX PROPERTIESMid Atlantic Well Service, INC. CHATO 24 #19 WELL (API NO. 42-283-31761)Inc., and its operations. The properties and interests specified in the foregoing paragraphs (a) through (ir) of this Section 1.2 are herein collectively called the "“LP Excluded Assets"”. It is understood that certain of the LP Excluded Assets may not be embraced by the term “LP Properties”. The fact that certain assets have been expressly excluded is not intended to suggest that had they not been excluded they would have constituted LP Properties and may not be used to interpret the meaning of any word or phrase used in describing the LP Properties.

Assets Excluded. Notwithstanding anything herein contained to the contrary, the Properties do not include, and there is hereby excepted and reserved unto Seller all other assets, properties, and business of Seller, including the following: (a) Any accounts receivable or accounts payable accruing before the Effective Date including, but not limited to, all payments held in suspense for title or other reasons that are customary in the industry and which payments are attributable to periods of time prior to the Effective Date; (b) All corporate, financial, tax and legal (other than title) records of Seller; (c) All 's right, title, and interest in any oil, gas, or mineral Leases, overriding royalties, production payments, net profits interests, fee mineral interests, fee royalty interests and other interests in oil, gas, and other minerals not expressly included in the definition of Oil and Gas Properties and all oil, gas or other hydrocarbon production from or attributable to the Properties with respect to all periods prior to the Effective Date, all proceeds attributable thereto, and all oil, gas or other hydrocarbons Hydrocarbons that, at the Effective Date, are owned by Seller and are in storage or within processing plants; (dc) Any refund of costs, taxes Taxes or expenses borne by Seller or Seller's predecessors in title attributable to periods prior to the Effective Date; (ed) Any and all proceeds from the settlements of contract disputes with purchasers of oil, gas or other hydrocarbons Hydrocarbons from the Properties, including settlement of take-or-pay disputes, insofar as said proceeds are attributable to periods of time prior to the Effective Date; (fe) Any and all proceeds from settlements with regard to reclassification of oil or gas produced from the Properties, insofar as said proceeds are attributable to periods of time prior to the Effective Date; (f) All contracts of insurance or indemnity and all production related bonds; (g) All claims (including insurance claims) and causes of action of Seller against one or more third parties arising from acts, omission or events occurring prior to the Effective Date and all claims under any joint interest audit attributable to any period prior to the Effective Date; (h) All limited liability company, financial, tax and legal (other than title) books and records of Seller; (i) Any geological, geophysical or seismic data, materials or information, including maps, interpretations records or other technical information related to or based upon any such data, materials or information, and any other asset, data, materials or information, the transfer of which is restricted or prohibited under the terms of any third party license, confidentiality agreement or other agreement or the transfer of which would require the payment of a fee or other consideration to any third party; provided, however, that if any such data, materials or information is transferable upon payment of a fee or other consideration, and if Buyer has paid such fee or other consideration prior to the Closing Date, then such data, materials or information shall be transferred to Buyer; (ij) All leases for office premises in The Woodlands, Texas, used by Seller, and all furniture, fixtures and equipment located thereat, including computers, telephone equipment and other similar items of tangible personal property; (k) All of Seller's accounting or other administrative systems, computer software, patents, trade secrets, copyrights, names, trademarks, logos and other intellectual property; (l) All documents and instruments of Seller that may be protected by an attorney-client privilege (exclusive of title opinions in respect of the Oil and Gas Properties and all documents and instruments related to any matters constituting Assumed Obligations); (m) All of the other properties, interests and assets described on Exhibit 1.2, together with any rights, titlesliabilities, or obligations associated with such assets; (n) The Existing Xxxxxx and any gains or losses attributable thereto; (o) Any other right or interest of Seller in and to the properties and interests described in Section 1.1, paragraphs Properties to the extent attributable to the period prior to the Effective Date; and (a)p) All (i) correspondence or other documents or instruments of Seller relating to the transactions contemplated hereby, (fii) lists of other prospective purchasers of Seller or the Properties compiled by Seller, (iii) bids submitted to Seller by other prospective purchasers of Seller or the Properties, (iv) analyses by Seller or any Affiliates thereof submitted by other prospective purchasers of Seller or the Properties, and (g)v) correspondence between or among Seller or its Affiliates or their respective representatives with respect to, aboveor with, BELOW THE BASE OF THE XXXXX FORMATION AS DEPICTED AT 7778’ SUBSURFACE ON THE SCHLUMBERGER GAMMA RAY/ARRAY INDUCTION LOG DATED SEPTEMBER 16, 2002 FOR THE XXXXX XXXXX PROPERTIES, INC. CHATO 24 #19 WELL (API NO. 42-283-31761)any other prospective purchasers of Seller or the Properties. The properties and interests specified in the foregoing paragraphs (a) through (ip) of this Section 1.2 are herein collectively called the "Excluded Assets". It is understood that certain of the Excluded Assets may not be embraced by the term "Properties". The fact that certain assets have been expressly excluded in not intended to suggest that had they not been excluded they would have constituted Properties and may not be used to interpret the meaning of any word or phrase used in describing the Properties.

Assets Excluded. Notwithstanding anything herein contained to the contrary, the Properties do not include, and there is hereby excepted and reserved unto SellerSellers all other assets, properties, and business of Sellers, including the following: (a) Any accounts receivable or accounts payable accruing before the Effective Date including, but not limited to, all payments held in suspense for title or other reasons that are customary in the industry and which payments are attributable to periods of time prior to the Effective Date; (b) All corporateof Sellers’ right, financialtitle, tax and legal (interest in any oil, gas, or mineral Leases, overriding royalties, production payments, net profits interests, fee mineral interests, fee royalty interests and other than title) records interests in oil, gas, and other minerals not expressly included in the definition of Seller; (c) All Oil and Gas Properties and all oil, gas or other hydrocarbon production from or attributable to the Properties with respect to all periods prior to the Effective Date, all proceeds attributable thereto, and all oil, gas or other hydrocarbons Hydrocarbons that, at the Effective Date, are owned by Seller Sellers and are in storage or within processing plants; (dc) Any rebate or refund of costs, taxes Taxes, or expenses borne by Seller Sellers or Seller's Sellers’ predecessors in title attributable to periods prior to the Effective Date; (ed) Any and all proceeds from the settlements of contract disputes with purchasers of oil, gas or other hydrocarbons Hydrocarbons from the Properties, including settlement of take-or-pay disputes, insofar as said proceeds are attributable to periods of time prior to the Effective Date; (fe) Any and all proceeds from settlements with regard to reclassification of oil or gas produced from the Properties, insofar as said proceeds are attributable to periods of time prior to the Effective Date; (f) All contracts of insurance or indemnity; (g) All claims (including insurance claims) and causes of action of Seller Sellers against one or more third parties arising from acts, omission omission, or events occurring prior to the Effective Date and all claims under any joint interest audit attributable to any period prior to the Effective Date; (h) All limited liability company, financial, tax, and legal (other than title) books and records of Sellers; (i) Any geological, geophysical or seismic data, materials materials, or information, including maps, interpretations records interpretations, records, or other technical information related to or based upon any such data, materials or information, and any other asset, data, materials materials, or information, the transfer of which is restricted or prohibited under the terms of any third party license, confidentiality agreement agreement, or other agreement or the transfer of which would require the payment of a fee or other consideration to any third party; provided, however, that if any such data, materials materials, or information is transferable upon payment of a fee or other consideration, and if Buyer has paid such fee or other consideration prior to the Closing Date, then such data, materials materials, or information shall be transferred to Buyer; (ij) The field office located at Xxxx Xxx, West Xxxxxxxx, described on Exhibit B and all furniture, fixtures and equipment located thereat, including computers, telephone equipment and other similar items of tangible personal property; (k) All share drive and accounting servers related to the Properties regardless of where such servers are located; (l) All of Sellers’ accounting or other administrative systems, computer software, patents, trade secrets, copyrights, names, trademarks, logos, and other intellectual property; (m) All documents and instruments of Sellers that may be protected by an attorney-client privilege (exclusive of title opinions in respect of the Oil and Gas Properties and all documents and instruments related to any matters in Sellers Disclosure Schedule); (n) All of the other properties, interests and assets described on Exhibit B, together with any rights, titlesliabilities, or obligations associated with such assets; (o) The Existing Xxxxxx and all hedging transactions and any gains or losses attributable to any hedging activities, whether occurring before or after the Effective Date; (p) Any other right or interest of Seller in and to the properties Properties to the extent attributable to the period prior to the Effective Date; (q) All bonds, letters of credit and interests described in Section 1.1guarantees if any, paragraphs posted by Sellers or any Affiliate with any Governmental Authority or third person and relating to the Properties; (a)r) All (i) correspondence or other documents or instruments of Sellers relating to the transactions contemplated hereby, (fii) lists of other prospective purchasers of Sellers or the Properties compiled by Sellers, (iii) bids submitted to Sellers by other prospective purchasers of Sellers or the Properties, (iv) analyses by Sellers or any Affiliates thereof submitted by other prospective purchasers of Sellers or the Properties, and (g)v) correspondence between or among Sellers or their Affiliates or their respective representatives with respect to, aboveor with, BELOW THE BASE OF THE XXXXX FORMATION AS DEPICTED AT 7778any other prospective purchasers of Sellers or the Properties; and (s) All assets associated with Sellers’ SUBSURFACE ON THE SCHLUMBERGER GAMMA RAY/ARRAY INDUCTION LOG DATED SEPTEMBER 16Affiliates, 2002 FOR THE XXXXX XXXXX PROPERTIESMid Atlantic Well Service, INC. CHATO 24 #19 WELL (API NO. 42Inc., Marathon 85-283II Limited Partnership, a West Virginia limited partnership, and Marathon 85-31761). III Limited Partnership, a West Virginia limited partnership] and their respective operations including those specifically described on Exhibit-B. The properties and interests specified in the foregoing paragraphs (a) through (is) of this Section 1.2 are herein collectively called the "“Excluded Assets"”. It is understood that certain of the Excluded Assets may not be embraced by the term “Properties”. The fact that certain assets have been expressly excluded is not intended to suggest that had they not been excluded they would have constituted Properties and may not be used to interpret the meaning of any word or phrase used in describing the Properties.

Assets Excluded. Notwithstanding anything herein contained to the contrary, the Properties do not include, and there is hereby excepted and reserved unto Seller, the following: (a) Any accounts receivable or accounts payable accruing before the Effective Date including, but not limited to, all payments held in suspense or in escrow, except Suspense Funds, for title or other reasons that are customary in the industry and which payments are attributable to periods of time prior to the Effective Date; (b) All corporate, financial, tax (including Tax Returns) and legal (other than title) records of Seller; (c) All oil, gas or other hydrocarbon production from or attributable to the Properties with respect to all periods prior to the Effective Date, all proceeds attributable thereto, and all oil, gas or other hydrocarbons Hydrocarbons that, at the Effective Date, are owned by Seller and are in storage or within processing plants; (d) Any refund of costs, taxes or expenses borne by Seller or Seller's predecessors in title attributable to periods prior to the Effective Date; (e) Any and all proceeds from the settlements of contract disputes with purchasers of oil, gas or other hydrocarbons Hydrocarbons from the Properties, including settlement of take-or-pay disputes, insofar as said proceeds are attributable to periods of time prior to the Effective Date; (f) Any and all proceeds from settlements with regard to reclassification of gas produced from the Properties, insofar as said proceeds are attributable to periods of time prior to the Effective Date; (g) All claims (including insurance claims) and causes of action of Seller against one or more third parties arising from acts, omission or events occurring prior to the Effective Date and all claims under any joint interest audit attributable to any period prior to the Effective Date; (hg) Any geological, geophysical or seismic data, materials or information, including maps, interpretations records or other technical information related to or based upon any such data, materials or information, and any other asset, data, materials or information, the transfer of which is restricted or prohibited under the terms of any third party license, confidentiality agreement or other agreement or the transfer of which would require the payment of a fee or other consideration to any third party; provided, however, that if any such data, materials or information is transferable upon payment of a fee or other consideration, and if Buyer has paid or agreed to pay such fee or other consideration prior to within one (1) year after the Closing Date, then such data, materials or information shall be transferred to BuyerBuyer and considered to be part of the Properties. This obligation will remain in effect for one (1) year after Closing; (h) All of Seller's proprietary computer software, patents, trade secrets, copyrights, names, trademarks, logos and other intellectual property; (i) All rightsdocuments and instruments of Seller that may be protected by an attorney-client privilege (exclusive of title opinions in respect of the Oil and Gas Properties); and (j) All (i) correspondence or other documents or instruments of Seller relating to the negotiation of this Agreement, titles(ii) lists of other prospective purchasers (including a list of third parties who signed a confidentiality agreement in relation to the Properties) of the Properties compiled by Seller, (iii) bids submitted to Seller by other prospective purchasers of the Properties, (iv) analyses by Seller or any Affiliates thereof submitted by other prospective purchasers of the Properties, and interest (v) correspondence between or among Seller or its Affiliates or their respective representatives with respect to, or with, any other prospective purchasers of Seller in and to the properties and interests described in Section 1.1, paragraphs (a), (f) and (g), above, BELOW THE BASE OF THE XXXXX FORMATION AS DEPICTED AT 7778’ SUBSURFACE ON THE SCHLUMBERGER GAMMA RAY/ARRAY INDUCTION LOG DATED SEPTEMBER 16, 2002 FOR THE XXXXX XXXXX PROPERTIES, INC. CHATO 24 #19 WELL (API NO. 42-283-31761)Properties. The properties and interests specified in the foregoing paragraphs (a) through (ij) of this Section 1.2 are herein collectively called the "Excluded Assets".