Excluded Properties. The Properties do not include, and there is hereby expressly excepted and excluded therefrom and reserved to Seller: (a) All rights and chooses in action, arising, occurring or existing in favor of Seller prior to the Effective Date or arising out of the operation of or production from the Oil and Gas Properties prior to the Effective Date (including, but not limited to, any and all contract rights, claims, receivables, revenues, recoupment rights, recovery rights, accounting adjustments, mispayments, erroneous payments or other claims of any nature in favor of Seller and relating and accruing to any time period prior to the Effective Date); (b) Any accounts payable accruing before the Effective Date; (c) All corporate, financial, tax and legal (other than title) records of Seller; (d) All contracts of insurance or indemnity subject to Section 14.1; (e) All hydrocarbon production from or attributable to the Properties with respect to all periods prior to the Effective Date, as described in Section 12.1 and all proceeds attributable thereto; (f) Any refund of costs, taxes or expenses borne by Seller attributable to the period prior to the Effective Date; (g) Properties excluded from the purchase and sale contemplated by this Agreement under Section 6.3; (h) Any other right or interest in and to the Properties to the extent attributable to the period prior to the Effective Date; (i) Copies (but not the originals) of all files (described in Section 11.1); (j) Except to the extent constituting suspended royalties, all deposits, cash, checks, funds and accounts receivable or received attributable to Seller’s interests in the Properties with respect to any period of time prior to the Effective Date; (k) The GEPX Accounting System, tapes, data and program documentation and all tangible manifestations and technical information relating thereto; (l) Any logo, service xxxx, copyright, trade name or trademark of or associated with Seller or any affiliate of Seller or any business of Seller or of any affiliate of Seller; and (m) Any documents withheld or not transferred pursuant to Section 11.1. These excluded properties, rights and interests specified in the foregoing subsections (a) through (m), inclusive, of this Section 2.2 are collectively referred to as the “Excluded Properties.” Buyer shall not be responsible for, and Seller expressly retains, all liabilities related to the Excluded Properties, whether such liabilities arise before or after the Effective Date. It is understood that certain of the Excluded Properties may not be embraced by the term Properties. The fact that certain properties, rights and interests have been expressly excluded is not intended to suggest that had they not been excluded they would have constituted Properties and shall not be used to interpret the meaning of any word or phrase used in describing the Properties.
Appears in 2 contracts
Samples: Agreement of Sale and Purchase (EV Energy Partners, LP), Sale and Purchase Agreement (EV Energy Partners, LP)
Excluded Properties. The Properties do not include, and there is hereby expressly excepted and excluded therefrom and reserved to SellerSellers:
(ai) Any accounts received or accounts payable accruing before the Effective Date;
(ii) All corporate, financial, tax and legal (other than title) records of Sellers except for documents related to Sellers’ membership of Xxxxxx;
(iii) All contracts of insurance or indemnity relating to periods of time prior to the Effective Date;
(iv) All hydrocarbon production from or attributable to the Properties with respect to all periods prior to the Effective Date, as described in Section 12(a), and all proceeds attributable thereto;
(v) Any refund of, or loss carry forwards with respect to, costs, taxes or expenses borne by Sellers attributable to the period prior to the Effective Date;
(vi) Any other right or interest in and to the Properties to the extent attributable to the period prior to the Effective Date;
(vii) Copies (but not the originals) of all files (described in Section 11(b)(i));
(viii) Except to the extent constituting the Suspense Accounts, all deposits, cash, checks, funds and accounts receivable attributable to Sellers’ interests in the Properties with respect to any period of time prior to the Effective Date;
(ix) Any intellectual property, logo, service xxxx, copyright, trade name or trademark of or associated with Sellers or any Affiliate of Sellers or any business of Sellers or of any Affiliate of Sellers; and
(x) All rights and chooses choses in action, arising, occurring or existing in favor of Seller Sellers prior to the Effective Date or arising out of the operation of or production from the Oil and Gas Properties prior to the Effective Date (including, but not limited to, any and all contract rights, claims, receivables, revenues, recoupment rights, recovery rights, accounting adjustments, mispayments, erroneous payments or other claims of any nature in favor of Seller Sellers and relating and accruing to any time period prior to the Effective Date);
(b) Any accounts payable accruing before but only to the extent the foregoing do not adversely affect the value, use, ownership or operation of the Properties after the Effective Date;
(cxi) All corporateAny and all proceeds from the settlement of contract disputes with purchasers of oil, financialgas or other hydrocarbons from the Properties, tax and legal (including settlement of take-or-pay disputes, insofar as said proceeds are attributable to periods of time prior to the Effective Date, insofar as the same does not involve any obligation or liability of Buyer after the Effective Date nor involve any production of oil, gas or other than title) records of Sellerhydrocarbons from the Properties on or after the Effective Date;
(dxii) All contracts claims (including insurance claims) and causes of insurance action of Sellers against one or indemnity subject more third parties arising from acts, omissions or events occurring prior to Section 14.1the Effective Date and all claims under any joint interest audit attributable to any period prior to the Effective Date, insofar as the same does not involve any obligation or liability of Buyer after the Effective Date nor involve any production of oil, gas or hydrocarbons from the Properties on or after the Effective Date;
(exiii) 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);
(xiv) All correspondence or other documents or instruments of Sellers related to the transactions contemplated hereby, list of other prospective purchasers of Sellers or the Properties compiled by Sellers, bids submitted to Sellers by other prospective purchasers of Sellers or the Properties, analyses by Sellers or any Affiliates of Sellers thereof submitted by other prospective purchasers of Sellers or the Properties, and correspondence between or among Sellers or its Affiliates or their respective representatives with respect to, or with, any other prospective purchasers of Sellers or the Properties;
(xv) All oil, gas and other hydrocarbon production from or attributable to the Oil and Gas Properties with respect to all periods prior to the Effective Date, as described in Section 12.1 Date and all proceeds attributable thereto;
(f) Any refund of costs, taxes or expenses borne by Seller attributable to the period prior to the Effective Date;
(gxvi) Properties excluded from the purchase and sale contemplated by this Agreement under Section 6.3;
(h) Any other right or interest in and to the Properties to the extent attributable to the period prior to the Effective Date;
(i) Copies (but not the originals) of all files (described in Section 11.18(a)(ii);
(j) Except to the extent constituting suspended royalties, all deposits, cash, checks, funds and accounts receivable or received attributable to Seller’s interests in the Properties with respect to any period of time prior to the Effective Date;
(k) The GEPX Accounting System, tapes, data and program documentation and all tangible manifestations and technical information relating thereto;
(l) Any logo, service xxxx, copyright, trade name or trademark of or associated with Seller or any affiliate of Seller or any business of Seller or of any affiliate of Seller; and
(m) Any documents withheld or not transferred pursuant to Section 11.1. These excluded properties, rights and interests specified in the foregoing subsections (a) through (m), inclusive, of this Section 2.2 properties are collectively referred to as the “Excluded Properties.” Buyer shall not be responsible for, and Seller Sellers expressly retainsretain, all liabilities related to the Excluded Properties, whether such liabilities arise before or after the Effective Date. It is understood that certain of the Excluded Properties may not be embraced by the term “Properties”. The fact that certain properties, rights and interests assets have been expressly excluded is not intended to suggest that had they not been excluded they would have constituted Properties and shall be not be used to interpret the meaning of any word or phrase used in describing the Properties.
Appears in 1 contract
Excluded Properties. The Properties do not include, and there is hereby expressly excepted and excluded therefrom and reserved to SellerSeller the following:
(a) All rights all claims, including claims for insurance proceeds, and chooses in action, arising, occurring or existing in favor causes of action of Seller prior to the Effective Date or arising out of the operation of or production from the Oil and Gas Properties prior to the Effective Date (including, but not limited to, any and all contract rights, claims, receivables, revenues, recoupment rights, recovery rights, accounting adjustments, mispayments, erroneous payments or other claims of any nature in favor of Seller and relating and accruing to any time period prior to the Effective Date);
(b) Any accounts payable accruing before the Effective Date;
(c) All corporate, financial, tax and legal (other than title) records of Seller;
(d) All contracts of insurance or indemnity subject to Section 14.1;
(e) All hydrocarbon production from or attributable to the Properties with respect to all periods prior to the Effective Date, as described in Section 12.1 and all proceeds attributable thereto;
(f) Any refund of costs, taxes or expenses borne by Seller attributable to the period prior to the Effective Date;
(g) Properties excluded from the purchase and sale contemplated by this Agreement under Section 6.3;
(h) Any other right or interest in and to the Properties to the extent attributable to the period prior to the Effective Date;
(i) Copies (but not the originals) of all files (described in Section 11.1);
(j) Except to the extent constituting suspended royalties, all deposits, cash, checks, funds and accounts receivable or received attributable to Seller’s interests in the Properties with respect to any of the Excluded Properties (ii) arising from acts, omissions or events related to, or damage to or destruction of, the Properties attributable to the period of time prior to the Effective Closing Date, or (iii) arising under or with respect to any of the Contracts (including claims for adjustments or refunds) attributable to the period of time prior to the Closing Date;
(kb) The GEPX Accounting Systemall rights and interests of Seller attributable to the period of time prior to the Closing Date (i) under any policy or agreement of insurance or indemnity or (ii) to any insurance or condemnation proceeds or awards arising, tapesin each case, data and program documentation and all tangible manifestations and technical information relating theretofrom acts, omissions or events related to, or damage to or destruction of, the Properties;
(lc) Any logoall claims of Seller for refunds of, service xxxxcredits attributable to, copyrightloss carry forwards with respect to, or similar Tax assets relating to (i) Asset Taxes attributable to the Properties for any period (or portion thereof) prior to the Closing Date, (ii) Income Taxes, or (iii) any Taxes attributable to the Excluded Properties;
(d) all amounts resulting from any hedging transactions and any gains or Losses attributable to any hedging activities;
(e) any of Seller's proprietary computer software, patents, trade name secrets, copyrights, names, trademarks, logos and other intellectual property but Seller’s geological, geophysical, engineering or trademark other data related to the Properties or the interpretation or analysis thereof shall not be Excluded Properties except to the extent transfer of such data is prohibited, restricted by third-party agreements or associated with Seller or any affiliate applicable Law;
(f) all documents and instruments of Seller relating to the Properties that may be protected by an attorney-client privilege, except title opinions and title certificates;
(g) all data in respect of the Properties that cannot be disclosed or assigned to Buyer without breaching confidentiality arrangements under agreements with Persons unaffiliated with Seller;
(h) all audit rights arising under any business of Seller the Contracts or otherwise with respect to any period prior to the Closing Date or to any of any affiliate of Sellerthe Excluded Properties; and
(mi) Any documents withheld or not transferred pursuant all agreements and correspondence between Seller and any Third Party relating to Section 11.1the transactions contemplated by this Agreement. These excluded properties, rights and interests specified in the foregoing subsections (a) through (mi), inclusive, of this Section 2.2 are collectively referred to as the “Excluded Properties.” Buyer shall not be responsible for, and Seller expressly retains, all liabilities related to the Excluded Properties, whether such liabilities arise before or after the Effective Date. It is understood that certain of the Excluded Properties may not be embraced by the term Properties. The fact that certain properties, rights and interests have been expressly excluded is not intended to suggest that had they not been excluded they would have constituted Properties and shall not be used to interpret the meaning of any word or phrase used in describing the Properties.
Appears in 1 contract
Samples: Asset Purchase and Sale Agreement (Tetra Technologies Inc)
Excluded Properties. The Properties do not include, and there is hereby expressly excepted and excluded therefrom and reserved to Seller:
Seller (acollectively the “Excluded Properties”): (A) All rights and chooses in action, arising, occurring or existing in favor of Seller prior to the Effective Date or arising out of the operation of or production from the Oil and Gas Properties prior to the Effective Date (including, but not limited to, any and all contract rights, claims, receivables, revenues, recoupment rights, recovery rights, accounting adjustments, mispayments, erroneous payments or other claims of any nature in favor of Seller and relating and accruing to any time period prior to the Effective Date);
(b) Any accounts payable accruing before the Effective Date;
(c) All corporate, financial, tax and legal (other than title) records of Seller;
(d) All contracts of insurance or indemnity subject to Section 14.1;
(e) All hydrocarbon production from or attributable to the Properties with respect to all periods prior to the Effective Date’s minute books, as described in Section 12.1 financial records, and all proceeds attributable thereto;
(f) Any refund of costs, taxes or expenses borne by Seller attributable to the period prior to the Effective Date;
(g) Properties excluded from the purchase and sale contemplated by this Agreement under Section 6.3;
(h) Any other right or interest in and to the Properties to the extent attributable to the period prior to the Effective Date;
(i) Copies (but not the originals) of all files (described in Section 11.1);
(j) Except to the extent constituting suspended royalties, all deposits, cash, checks, funds and accounts receivable or received attributable business records that relate to Seller’s interests in business generally (excluding the ownership and operation of the Properties); (B) all trade credits, all accounts, receivables and all other proceeds, income or revenues attributable to the Properties with respect to any period of time prior to the Effective Date;
Time; (kC) The GEPX Accounting Systemall claims and causes of action of Seller arising under or with respect to any contracts and agreements that are attributable to periods of time prior to the Effective Time (including claims for adjustments or refunds); (D) all rights and interests of Seller under any policy or agreement of insurance or indemnity, tapesunder any bond or to any insurance or condemnation proceeds or awards arising, data in each case, from acts, omissions or events, or damage to or destruction of property prior to the Effective Time; (E) all oil, gas and program documentation other hydrocarbons produced and sold from the Properties with respect to all tangible manifestations and technical information relating thereto;
periods prior to the Effective Time; (lF) Any logoall claims of Seller for refunds of or loss carry forwards with respect to production or any other taxes attributable to any period prior to the Effective Time, service xxxxincome or franchise taxes or any taxes attributable to the Excluded Properties; (G) all of Seller’s proprietary computer software, copyrightpatents, trade name secrets, copyrights, names, trademarks, logos and other intellectual property; (H) all documents and instruments of Seller that may be protected by an attorney-client privilege; (I) all audit rights arising under any of the contracts and agreements or trademark otherwise with respect to any period prior to the Effective Time or to any of the Excluded Properties; (J) documents prepared or associated received by Seller with respect to lists of prospective purchasers for such transactions compiled by Seller, correspondence between or among Seller, its representatives, and any prospective purchaser other than Purchaser and correspondence between Seller or any affiliate of its respective representatives with respect to any of such prospective purchaser other than Purchaser, the prospective purchasers, or the transactions contemplated in that certain PURCHASE AND SALE AGREEMENT (a copy of which may be obtained from Purchaser at the above referenced address) dated the ____ day of August, 2007 by and between Seller or any business of Seller or of any affiliate and Purchaser (the “Purchase Agreement”); (K) all of Seller’s employee benefit plans, including all rights, obligations and assets related thereto; and
and (mL) Any documents withheld or not transferred pursuant to Section 11.1. These excluded properties, all of Seller’s rights and interests specified in the foregoing subsections (a) through (m), inclusive, of this Section 2.2 are collectively referred to as the “Excluded Properties.” Buyer obligations under accounting and human resources outsource contracts. Purchaser shall not be responsible for, and Seller expressly retains, all liabilities related to the Excluded Properties, whether such liabilities arise before or after the Effective DateTime. It is understood that certain of the Excluded Properties may not be embraced by the term “Properties”. The fact that certain properties, rights and interests have been expressly excluded is not intended to suggest that had they not been excluded they would have constituted Properties and shall not be used to interpret the meaning of any word or phrase used in describing the Properties.. TO HAVE AND TO HOLD the Properties unto Purchaser and its successors and assigns forever, and, and this Assignment is made with full rights of substitution and subrogation of Purchaser in and to all indemnifications, covenants, and warranties by others heretofore given or made with respect to the Properties, subject to the following terms and conditions:
Appears in 1 contract
Samples: Purchase and Sale Agreement (True North Energy CORP)
Excluded Properties. The Properties do not include, and there is hereby expressly excepted and excluded therefrom and reserved to Seller:
(a) The Retained Rights;
(b) Any and all royalty interests owned by Seller as a result of acquiring royalty interests or lessor’s lease rights held in existing leases including any oil, gas or other mineral royalty interest in the properties covered by the Leases; any and all mineral interest owned by Seller as a result of acquiring the oil, gas or other minerals in, on and under the properties covered by the Leases (whether or not such minerals are subject to a lease); and any and all rights of way and other surface agreements, gas purchase agreements, and other contracts or agreements except as to the properties set forth in Section 2.1(a), (b) and (c) above;
(c) All right, title and interest in the Leases to the extent included in that certain unit formed pursuant to the Declaration of Unit L-12 Unit dated November 5, 1997 for that certain L-12 (Xxxxx Unit) well, API # 00-000-00000 located in Trumbull County, Ohio but only to the extent the leases cover the Beekmantown formation;
(d) All rights and chooses causes of action in action, favor of Seller arising, occurring or existing in favor of Seller prior to the Effective Date or arising out of with respect to the operation of Properties or production from the Oil and Gas Properties prior to the Effective Date (including, but not limited to, any and all royalties, contract rights, claims, receivables, revenues, recoupment rights, recovery rights, accounting adjustments, mispayments, erroneous payments or other claims of any nature in favor of Seller and relating and accruing to any time period prior to the Effective Date);
(b) Any accounts payable accruing before the Effective Date;
(ce) All corporate, financial, tax and legal (other than title) records of Seller;
(df) All contracts of insurance or indemnity subject to Section 14.1indemnity;
(eg) All hydrocarbon production from or attributable to the Properties with respect to all periods prior to the Effective Date, as described in Section 12.1 11.1 and all proceeds attributable thereto;
(fh) Any refund or claim for refund of costs, taxes or expenses borne by Seller attributable to the period prior to the Effective DateDate together with any interest due thereon;
(gi) Properties excluded from the purchase and sale contemplated by this Agreement under Section 6.3;
(h) Any other right or interest in and to the Properties to the extent attributable to the period prior to the Effective Date;
(i) Copies (but not the originals) of all files (described in Section 11.17.5(b);
(j) Except to the extent constituting suspended royalties, all All deposits, cash, checks, funds and accounts receivable or received attributable to Seller’s interests in the Properties with respect to any period of time prior to the Effective Date;
(k) The GEPX Accounting System, tapes, data and program documentation and all tangible manifestations and technical information relating thereto;
(l) Any logo, service xxxx, copyright, trade name or trademark of or associated with Seller or any affiliate of Seller or any business of Seller or of any affiliate of Seller; and;
(ml) Any documents withheld or not transferred pursuant to Section 11.1. These 10.1;
(m) Any seismic records and surveys, gravity maps, electric logs, geological or geophysical data and records that cannot be transferred without the consent of or payment to any third party unless such consent is obtained or Buyer elects to make such payment; and The excluded properties, rights and interests specified in the foregoing subsections (a) through (m), inclusive, of this Section 2.2 are collectively referred to as the “Excluded Properties.” Buyer shall not be responsible for, and Seller expressly retains, all liabilities related to the Excluded Properties, whether such liabilities arise before or after the Effective Date. It is understood that certain of the Excluded Properties may not be embraced by the term Properties. The fact that certain properties, rights and interests have been expressly excluded is not intended to suggest that had they not been excluded they would have constituted Properties and shall not be used to interpret the meaning of any word or phrase used in describing the Properties. Buyer expressly does not assume any claims, obligations or liabilities associated with or in any manner relating to the Retained Rights.
Appears in 1 contract
Samples: Agreement of Sale and Purchase (Halcon Resources Corp)
Excluded Properties. The Properties do not include, and there is hereby expressly excepted and excluded therefrom and reserved to Seller:
(ai) All any accounts receivable or accounts payable accrued before the Effective Date, together with all accounts receivable and accounts payable related to joint interest xxxxxxxx attributable to the Oil and Gas Properties with respect to all periods prior to the Effective Date;
(ii) all corporate, financial, tax and legal (other than title) records of Seller, except that Seller will provide Buyer with copies of any tax records that are necessary for Buyer’s ownership, administration or operation of the Properties;
(iii) all contracts of insurance or indemnity;
(iv) all hydrocarbon production from or attributable to the Oil and Gas Properties with respect to all periods prior to the Effective Date, and all proceeds attributable thereto, together with all production imbalances attributable to the Oil and Gas Properties with respect to all periods prior to the Effective Date;
(v) any refund of costs, taxes or expenses borne by Seller attributable to the period prior to the Effective Date;
(vi) properties excluded from the purchase and sale contemplated by this Agreement under Section 7;
(vii) except to the extent constituting the suspended funds on royalty or funds in the abandonment escrow account referred to in Section 1(a) above, all deposits, cash, checks, funds and accounts receivable attributable to Seller’s interests in the Properties with respect to any period of time prior to the Effective Date; and
(viii) all rights and chooses causes in action, arising, occurring or existing and accrued in favor of Seller prior to the Effective Date or arising out of the operation of or production from the Oil and Gas Properties prior to the Effective Date (including, but not limited to, any and all contract rights, claims, receivables, revenues, recoupment rights, recovery rights, accounting adjustments, mispayments, erroneous payments or other claims of any nature in favor of Seller and relating and accruing to any time period prior to the Effective Date);
(b) Any accounts payable accruing before the Effective Date;
(c) All corporate, financial, tax and legal (other than title) records of Seller;
(d) All contracts of insurance or indemnity subject to Section 14.1;
(e) All hydrocarbon production from or attributable to the Properties with respect to all periods prior to the Effective Date, as described in Section 12.1 and all proceeds attributable thereto;
(f) Any refund of costs, taxes or expenses borne by Seller attributable to the period prior to the Effective Date;
(g) Properties excluded from the purchase and sale contemplated by this Agreement under Section 6.3;
(h) Any other right or interest in and to the Properties to the extent attributable to the period prior to the Effective Date;
(i) Copies (but not the originals) of all files (described in Section 11.1);
(j) Except to the extent constituting suspended royalties, all deposits, cash, checks, funds and accounts receivable or received attributable to Seller’s interests in the Properties with respect to any period of time prior to the Effective Date;
(k) The GEPX Accounting System, tapes, data and program documentation and all tangible manifestations and technical information relating thereto;
(l) Any logo, service xxxx, copyright, trade name or trademark of or associated with Seller or any affiliate of Seller or any business of Seller or of any affiliate of Seller; and
(m) Any documents withheld or not transferred pursuant to Section 11.1. These excluded properties, rights and interests specified in the foregoing subsections (a) through (m), inclusive, of this Section 2.2 properties are collectively referred to as the “Excluded Properties.” Buyer shall not be responsible for, and Seller expressly retains, all obligations and liabilities related to the Excluded Properties, whether such liabilities arise before or after the Effective Date. It is understood that certain of the Excluded Properties may not be embraced by the term “Properties. The fact that certain properties, rights and interests have been expressly excluded is not intended to suggest that had they not been excluded they would have constituted Properties and shall not be used to interpret the meaning of any word or phrase used in describing the Properties”.
Appears in 1 contract
Samples: Agreement of Sale and Purchase (Petrohawk Energy Corp)
Excluded Properties. The Properties do not includeAll of Seller's right, title and there is hereby expressly interest in the following (collectively, the "EXCLUDED PROPERTIES") are excepted and excluded therefrom from this Agreement:
a. Seller's hedging, price risk management or similar financial agreements, transactions or arrangements (the "HEDGING CONTRACTS");
(i) all trade credits, gathering credits, accounts receivable, notes receivable and reserved other receivables attributable to Seller:
(a) All rights and chooses 's interest in action, arising, occurring or existing in favor the Assets with respect to any period of Seller time prior to the Effective Date or arising out Time, and (ii) all deposits, cash, checks in process of collection, cash equivalents and funds attributable to Seller's interest in the operation Assets with respect to any period of or production from the Oil and Gas Properties time prior to the Effective Date (including, but not limited to, any and all contract rights, claims, receivables, revenues, recoupment rights, recovery rights, accounting adjustments, mispayments, erroneous payments or other claims of any nature in favor of Seller and relating and accruing to any time period prior to the Effective Date)Time;
(b) Any accounts payable accruing before the Effective Date;
(c) All c. all corporate, financial, tax and legal (other than title) records of Seller, however, Buyer shall be entitled to receive copies of any financial, tax or legal records which directly relate to the Assets; PROVIDED, HOWEVER, that Buyer's said entitlement shall not extend to any records whose disclosure may expose Seller to any possible claim of breach of privilege or confidentiality under any agreement or under federal or state laws;
d. except as otherwise provided in this Agreement, all claims and causes of action of Seller (di) All contracts arising from acts, omissions or events, or damage to or destruction of insurance property, occurring prior to the Effective Time, or indemnity subject (ii) with respect to Section 14.1any of the Excluded Properties;
(e) All hydrocarbon production from or attributable to the Properties e. with respect to all periods prior to the Effective DateTime, as described and to the extent provided in Section 12.1 4.5 with respect to periods on and after the Effective Time, all rights, titles, claims and 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 attributable theretoor awards;
f. except as provided in Section 2.3.d.i., all (fi) Any refund of costs, taxes Hydrocarbons produced from or expenses borne by Seller attributable to the Assets with respect to all periods prior to the Effective Time, together with all proceeds from or of such Hydrocarbons, and (ii) Hydrocarbons which, at the Effective Time, are owned by Seller or to which Seller has title and are in storage, or in pipelines;
g. Seller's share of any and all claims, as well as Seller's claims, for refund of or loss carry forwards with respect to (i) federal, state and local, sales and use, excise, production, severance, gross receipts, payroll, withholding or other taxes attributable to any period prior to the Effective Date;
Time; (gii) Properties excluded from the purchase ad valorem and sale contemplated property taxes measured by this Agreement under Section 6.3;
(h) Any other right or interest in and production occurring prior to the Properties to the extent Effective Time; and (iii) federal, state and local income or franchise taxes, attributable to the any period prior to the Effective DateTime;
(i) Copies (but not h. all amounts due or payable to Seller as adjustments or refunds under any audit pertaining to periods prior to the originals) of all files (described in Section 11.1)Effective Time;
(j) Except i. all amounts due or payable to Seller as adjustments or refunds under any contracts or agreements respecting periods prior to the extent constituting suspended royalties, Effective Time;
j. all deposits, cash, checks, funds and accounts receivable amounts due or received attributable payable to Seller’s interests in the Properties Seller as adjustments to insurance premiums with respect to any period of time prior to the Effective DateTime;
k. all proceeds, benefits, income or revenues accruing (kand any security or other deposits made) The GEPX Accounting System, tapes, data and program documentation and all tangible manifestations and technical information relating theretowith respect to (i) the Assets prior to the Effective Time or (ii) any Excluded Properties;
(l) Any l. all vehicles such as trailers, automobiles, tractors and trucks and personal property on such vehicles;
m. any logo, service xxxxmark, copyright, trade name or trademark of or associated with Seller or any affiliate of Seller wixx Xeller or any business of Seller or Seller;
n. all files, information and data expressly excluded from the definition of any affiliate "Records";
o. all supplies, equipment, pipe, tools, and all other personal property located, as of Seller; and
(m) Any documents withheld or not transferred pursuant to Section 11.1. These excluded propertiesthe Closing Date, rights and interests specified at the Apache Canyon Yard located in the foregoing subsections (a) through (m)E 1/2 Section 35, inclusiveT.33 S., of this Section 2.2 are collectively referred to as the “Excluded Properties.” Buyer shall not be responsible forR.67 W., 6th P.M..;
p. Electric Service Agreement, WO#98-1490, with San Isabell Electric Association, Inc.;
q. Lixx Xxxxnsion Contract and Agreement for Permanent Electric System, dated June 10, 1997, with San Isabell Electric Association, Inc.;
r. Anxxxxx xite lease between Seller expressly retains, all liabilities related to the Excluded Properties, whether such liabilities arise before or after the Effective Date. It is understood that certain of the Excluded Properties may not be embraced by the term Properties. The fact that certain properties, rights and interests have been expressly excluded is not intended to suggest that had they not been excluded they would have constituted Properties and shall not be used to interpret the meaning of any word or phrase used in describing the Properties.Shenandoah Energy Inc.;
Appears in 1 contract
Samples: Purchase and Sale Agreement (Kansas City Power & Light Co)
Excluded Properties. The Properties do not include, and there is hereby expressly excepted and excluded therefrom and reserved to SellerSellers:
(a) The Shallow Rights;
(b) All rights and chooses causes of action in action, favor of Sellers arising, occurring or existing in favor of Seller prior to the Effective Date or arising out of with respect to the operation of Properties or production from the Oil and Gas Properties prior to the Effective Date (including, but not limited to, any and all royalties, contract rights, claims, receivables, revenues, recoupment rights, recovery rights, accounting adjustments, mispayments, erroneous payments or other claims of any nature in favor of any Seller and relating and accruing to any time period prior to the Effective Date);
) except for any rights and causes in action relating to any Minimum Royalty Litigation assumed by Buyer but only to the extent such claims relate to the conveyed interest in the Properties (b) Any accounts payable accruing before regardless of whether such rights or causes in action are attributable to periods prior to, on or after the Effective Date);
(c) All corporate, financial, tax and legal (other than title) records of SellerSellers;
(d) All contracts of insurance or indemnity subject to Section 14.1indemnity;
(e) All hydrocarbon production from or attributable to the Properties with respect to all periods prior to the Effective Date, as described in Section 12.1 11.1 and all proceeds attributable thereto;
(f) Any refund or claim for refund of costs, taxes or expenses borne by Seller Sellers attributable to the period prior to the Effective DateDate together with any interest due thereon;
(g) Properties excluded from the purchase and sale contemplated by this Agreement under Section 6.37.5(b);
(h) Any other The ongoing right to penetrate into the Deep Rights up to 100 feet below the top of said Deep Rights insofar as the wellbore of any well drilled by any Seller (or interest in and its successors or assigns) on the Leases (such additional 100 feet to be used exclusively for facilitating the Properties logging, testing and/or completion of such well down to a depth above the extent attributable to the period prior to the Effective DateDeep Rights;
(i) Copies (but not the originals) of all files (described in Section 11.1);
(j) Except to the extent constituting suspended royalties, all All deposits, cash, checks, funds and accounts receivable or received attributable to any Seller’s interests in the Properties with respect to any period of time prior to the Effective Date;
(k) The GEPX Accounting System, tapes, data and program documentation and all tangible manifestations and technical information relating thereto;
(lj) Any logo, service xxxx, copyright, trade name or trademark of or associated with any Seller or any affiliate of Seller or any business of Seller or of any affiliate of Seller; and;
(mk) Any documents withheld or not transferred pursuant to Section 11.110.1; and
(l) Any seismic records and surveys, gravity maps, electric logs, geological or geophysical data and records that cannot be transferred without the consent of or payment to any third party unless such consent is obtained or Buyer elects to make such payment. These excluded propertiesThe Excluded Properties, rights and interests specified in the foregoing subsections (a) through (ml), inclusive, of this Section 2.2 are collectively referred to as the “Excluded Properties.” Buyer shall not be responsible for, and Seller expressly retains, all liabilities related to the Excluded Properties, whether such liabilities arise before or after the Effective Date. It is understood that certain of the Excluded Properties may not be embraced by the term Properties. The fact that certain properties, rights and interests have been expressly excluded is not intended to suggest that had they not been excluded they would have constituted Properties and shall not be used to interpret the meaning of any word or phrase used in describing the Properties. Buyer expressly does not assume any claims, obligations or liabilities associated with or in any manner relating to the Shallow Rights.
Appears in 1 contract
Samples: Agreement of Sale and Purchase (Ultra Petroleum Corp)
Excluded Properties. The Properties do not include, and there is hereby expressly excepted and excluded therefrom and reserved to Seller:
(a) All Except to the extent related to any Assumed Obligations, all rights and chooses choses in actionaction (but, for the avoidance of doubt, no liabilities or obligations arising from or related to the Properties, all of which are addressed in Article XI and Article XII) in favor of Seller, arising, occurring or existing in favor of Seller prior to the Effective Date in connection with the Properties or arising out of the operation of or production from the Oil and Gas Properties prior to the Effective Date (including, but not limited to, any and all contract rights, claims, receivables, revenues, recoupment rights, recovery rights, accounting adjustments, mispayments, erroneous payments or other claims of any nature (i) in favor of Seller and (ii) relating and accruing to any time period prior to the Effective Date, provided that rights to insurance claims and proceeds are handled under paragraph (d) below);
(b) Any accounts payable accruing before the Effective Date;
(c) All corporatelimited liability company, financial, tax and legal (other than title) records of Seller;
(d) All contracts Subject to Section 13.1, all rights and interests of Seller (i) under any policy or agreement of insurance or indemnity subject indemnity, (ii) under any bond, or (iii) to Section 14.1any insurance or condemnation proceeds or awards arising, in each case, from acts, omissions or events or damage to or destruction of property;
(e) All hydrocarbon Hydrocarbon production from or attributable to the Properties with respect to all periods prior to the Effective Date, as described in Section 12.1 11.1, and all proceeds attributable thereto;
(f) Any refund of costs, taxes or expenses borne by Seller attributable to the period prior to the Effective Date;
(g) Properties excluded from the purchase and sale contemplated by this Agreement under Section 6.37.4;
(h) Any other right or interest in and to the Properties to the extent attributable to the period prior to the Effective Date;
(ig) Copies (but not the originals) of all files (described in Section 11.1)Records;
(jh) Except to the extent constituting suspended royalties, all deposits, cash, checks, funds and accounts receivable or received attributable to Seller’s interests in the Properties with respect to any period of time prior to the Effective Date;
(ki) The GEPX Accounting System, All computer or communications software or intellectual property (including tapes, data and program documentation and all tangible manifestations and technical information relating thereto) owned, licensed or used by Seller;
(lj) Any logo, service xxxx, copyright, trade name or trademark of or associated with Seller or any affiliate Affiliate of Seller or any business of Seller or of any affiliate Affiliate of Seller; and;
(mk) Any documents withheld or not transferred pursuant to Section 11.1. 10.1 as the result of a legal privilege or third-party agreement restriction and any communications, documents or memoranda in any way related to the marketing of, or the sales process for, the Properties;
(l) All claims of Seller or any of its Affiliates for refunds of, rights to receive funds from any Governmental Authority, or loss carry forwards or credits with respect to (i) Asset Taxes attributable to any period (or portion thereof) prior to the Effective Date, (ii) Income Taxes, or (iii) any Taxes attributable to the Excluded Properties;
(m) Any seismic records and surveys, gravity maps, electric logs, geological or other geophysical data and records that cannot be transferred without the consent of or payment to any third party unless such consent is obtained or, in the case of a consent requiring a payment, Buyer elects to make such payment or obtain such consent; and
(n) All right, title and interest of Seller in and to the assets described on Exhibit C. These excluded properties, rights and interests specified in the foregoing subsections (a) through (mn), inclusive, of this Section 2.2 are collectively referred to as the “Excluded Properties.” Buyer shall not be responsible for, and Seller expressly retains, all liabilities related to the Excluded Properties, whether such liabilities arise before or after the Effective Date. It is understood that certain of the Excluded Properties may not be embraced by the term Properties. The fact that certain properties, rights and interests have been expressly excluded is not intended to suggest that had they not been excluded they would have constituted Properties and shall not be used to interpret the meaning of any word or phrase used in describing the Properties.
Appears in 1 contract
Excluded Properties. The Properties do not include, and there is hereby expressly excepted and excluded therefrom and reserved to Seller:
(a) All all rights and chooses in action, arising, occurring or existing in favor of Seller prior to the Effective Date or arising out of the operation of or production from the Oil and Gas Properties prior to the Effective Date (including, but not limited to, any and all contract rights, claims, receivables, revenues, recoupment rights, recovery rights, accounting adjustments, mispayments, erroneous payments or other claims of any nature in favor of Seller and relating and accruing to any time period prior to the Effective Date);
(b) Any accounts payable accruing before the Effective Date;
(c) All all corporate, financial, tax and legal (other than title) records of Seller;
(dc) All all contracts of insurance or indemnity subject to Section 14.113.1;
(ed) All all hydrocarbon production from or attributable to the Properties with respect to all periods prior to the Effective Date, as described in Section 12.1 11.1 and all proceeds attributable thereto;
(fe) Any any refund of costs, taxes or expenses borne by Seller attributable to the period prior to the Effective Date;
(gf) Properties excluded from the purchase and sale contemplated by this Agreement under Section 6.37.5(b);
(hg) Any any other right or interest in and to the Properties to the extent attributable to the period prior to the Effective Date;
(ih) Copies copies (but not the originals) of all files (described in Section 11.110.1);
(ji) Except to the extent constituting suspended royalties, all deposits, cash, checks, funds and accounts receivable or received attributable to Seller’s interests in the Properties with respect to any period of time prior to the Effective Date;
(kj) The GEPX Accounting System, all computer or communications software or intellectual property (including tapes, data and program documentation and all tangible manifestations and technical information relating thereto) owned, licensed or used by Seller in its central office, except all such property owned or licensed by Seller and used in the field and all data owned or licensed by Seller and used in connection with the exploration, development, operation or maintenance of the Properties or to prepare the information provided in the virtual data room on the website of Waterous; provided, however, to the extent that Seller is prevented from disclosing or transferring any such property to Buyer, due to obligations to third parties, such property shall be excluded from the Properties and Seller shall provide Buyer with a written notice describing all such property prior to Close;
(lk) Any any vehicles, logo, service xxxx, copyright, trade name or trademark of or associated with Seller or any affiliate of Seller or any business of Seller or of any affiliate of Seller; and
(l) any programs, software, property, records, files, information, or data, created or owned by any limited partner of any Seller even if such property has been furnished to Seller.
(m) Any documents withheld or not transferred pursuant to Section 11.110.1. These excluded properties, rights and interests specified in the foregoing subsections (a) through (ml), inclusive, of this Section 2.2 are collectively referred to as the “Excluded Properties.” Buyer shall not be responsible for, and Seller expressly retains, all liabilities related to the Excluded Properties, whether such liabilities arise before or after the Effective Date. It is understood that certain of the Excluded Properties may not be embraced by the term Properties. The fact that certain properties, rights and interests have been expressly excluded is not intended to suggest that had they not been excluded they would have constituted Properties and shall not be used to interpret the meaning of any word or phrase used in describing the Properties.
Appears in 1 contract
Samples: Agreement of Sale and Purchase (Whiting Petroleum Corp)
Excluded Properties. The Properties do not include, and there is hereby expressly excepted and excluded therefrom and reserved to Seller:
(a) All rights and chooses in action, arising, occurring or existing in favor of Seller prior to the Effective Date or arising out of the operation of or production from the Oil and Gas Properties prior to the Effective Date (including, but not limited to, any and all contract rights, claims, receivables, revenues, recoupment rights, recovery rights, accounting adjustments, mispayments, erroneous payments or other claims of any nature in favor of Seller and relating and accruing to any time period prior to the Effective Date);
(b) Any accounts payable accruing before the Effective Date;
(c) All corporate, financial, tax and legal (other than title) records of Seller;
(d) All contracts of insurance or indemnity subject to Section 14.1;
(e) All hydrocarbon production from or attributable to the Properties with respect to all periods prior to the Effective Date, as described in Section 12.1 and all proceeds attributable thereto;
(f) Any refund of costs, taxes or expenses borne by Seller attributable to the period prior to the Effective Date;
(g) Properties following are specifically excluded from the purchase and sale contemplated by this Agreement under Section 6.3;
Properties (h) Any other right or interest in and to the Properties to the extent attributable to the period prior to the Effective Date;“Excluded Properties”):
(i) Copies (but any contract or agreement which is not the originalslisted or described as a Contract on Schedule 5.1(q) unless Buyer accepts assignment and delivery of all files (described such contract or agreement in Section 11.1)writing;
(jii) Except to the extent constituting suspended royaltiesall drilling rig contracts;
(iii) all of Sellers’ trade credits, all depositsaccounts receivable, cash, checks, funds notes receivable and accounts receivable or received other receivables attributable to Seller’s interests Sellers’ interest in the Properties with respect to any period of time prior to the Effective DateTime; all deposits, cash, checks in process of collection, cash equivalents and funds attributable to Sellers’ interest in the Properties with respect to any period of time prior to the Effective Time; and all proceeds, benefits, income or revenues accruing (and any security or other deposits made) with respect to the Properties prior to the Effective Time;
(kiv) The GEPX Accounting Systemall claims and causes of action of Sellers arising from acts, tapesomissions, data and program documentation and all tangible manifestations and technical information relating theretoevents or damage to or destruction of the Properties occurring prior to the Effective Time;
(lv) Any logoall amounts due or payable to Sellers as adjustments or refunds under any contracts or agreements, service xxxxincluding take-or-pay claims and all claims arising from open and any future audits affecting the Properties respecting periods prior to the Effective Time;
(vi) those certain easements, copyrightsurface leases, trade name right-of—way, produced water disposal agreements (unless specifically conveyed), other contractual rights, equipment, disposal xxxxx and other real or trademark of or personal property, fixtures and appurtenances described on Schedule 2.2(e) and associated with the Maprock Salt Water Disposal System operated by [Seller or any affiliate of Seller or any business of Seller or of any affiliate of Seller; andLLC]
(mvii) Any documents withheld or not transferred pursuant temporary fracing/water transfer pumps and mobile water pipe; and Notwithstanding the fact that the description of certain Properties on Exhibits “A-1” and/or “A-2” may contain language limiting the rights in such Properties to Section 11.1. These excluded propertiescertain depths and/or certain lands, rights it is the intent of Sellers and Buyer that the Properties include, and the Properties shall include, all rights, title and interests specified of Sellers in and to all the foregoing subsections (a) through (m), inclusive, of this Section 2.2 are collectively referred to as the “Excluded Properties.” Buyer shall not be responsible for, Oil and Seller expressly retains, all liabilities related to Gas Interests other than the Excluded Properties, whether such liabilities arise before or after . For the Effective Date. It is understood that certain purposes of the Excluded Properties may not be embraced by the term Properties. The fact that certain propertiesAssignment, rights Exhibit “A-1” thereto shall omit all information concerning working interest, net revenue interest, depth limitations, and interests have been expressly excluded is not intended to suggest that had they not been excluded they would have constituted Properties and shall not be used to interpret the meaning of any word or phrase used in describing the PropertiesAllocated Values.
Appears in 1 contract
Excluded Properties. The Properties do not include, and there is hereby expressly excepted and excluded therefrom and reserved to Seller:, the following (collectively, the “Excluded Properties”):
1. All corporate, financial, tax and legal records of Seller, other than those relating to or affecting the Properties;
2. All contracts of insurance or indemnity;
3. All hydrocarbon production from or attributable to the Properties with respect to all periods prior to the Effective Date and all proceeds attributable thereto, including all oil that is stored in tanks located on the Oil and Gas Properties (aor located elsewhere but used by Seller to store oil produced from, or attributable to, the Oil and Gas Properties prior to delivery to oil purchasers) on the Effective Date at 7:00 a.m. local time at the location of the Oil and Gas Properties;
4. Any refund of, or loss carry forwards with respect to, costs, taxes or expenses borne by Seller attributable to the period prior to the Effective Date;
5. Any other right or interest in and to the Properties to the extent attributable to the period prior to the Effective Date;
6. Copies (but not the originals) of all files (described in Section 12(a));
7. All deposits, cash, checks, funds and accounts receivable attributable to Seller’s interests in the Properties with respect to any period of time prior to the Effective Date;
8. Any intellectual property, logo, service xxxx, copyright, trade name or trademark of or associated with Seller or any Affiliate of Seller or any business of Seller or of any Affiliate of Seller; and
9. All rights and chooses choses in action, arising, occurring or existing in favor of Seller prior to the Effective Date or arising out of the operation of or production from the Oil and Gas Properties prior to the Effective Date (including, but not limited to, any and all contract rights, claims, receivables, revenues, recoupment rights, recovery rights, accounting adjustments, mispayments, erroneous payments or other claims of any nature in favor of Seller and relating and accruing to any time period prior to the Effective Date);
(b) Any accounts payable accruing before but only to the extent the foregoing do not adversely affect the value, use, ownership or operation of the Properties after the Effective Date;
(c) All corporate10. Any and all proceeds from the settlement of contract disputes with purchasers of oil, financialgas or other hydrocarbons from the Properties, tax and legal (other than title) records including settlement of Seller;
(d) All contracts of insurance or indemnity subject to Section 14.1;
(e) All hydrocarbon production from or take-or-pay disputes, insofar as said proceeds are attributable to the Properties with respect to all periods of time prior to the Effective Date, insofar as described in Section 12.1 the same does not involve any obligation or liability of Buyer after the Effective Date nor involve any production of oil, gas or other hydrocarbons from the Properties on or after the Effective Date;
11. All claims (including insurance claims) and causes of action of Seller against one or more third parties arising from acts, omissions or events occurring prior to the Effective Date and all proceeds attributable thereto;
(f) Any refund of costs, taxes or expenses borne by Seller claims under any joint interest audit attributable to the any period prior to the Effective Date, insofar as the same does not involve any obligation or liability of Buyer after the Effective Date nor involve any production of oil, gas or hydrocarbons from the Properties on or after the Effective Date;
12. All documents and instruments of Seller that may be protected by an attorney-client privilege (g) exclusive of title opinions in respect of the oil and gas properties);
13. All correspondence or other documents or instruments of Seller related to the transactions contemplated hereby, list of other prospective purchasers of Seller or the Properties compiled by Seller, bids submitted to Seller by other prospective purchasers of Seller or the Properties, analyses by Seller or any Affiliates of Seller thereof submitted by other prospective purchasers of Seller or the Properties, and correspondence between or among Seller or its Affiliates or their respective representatives with respect to, or with, any other prospective purchasers of Seller or the Properties;
14. Properties excluded from the purchase and sale contemplated by this Agreement under Section 6.3;
(h) Any other right or interest in and to the Properties to the extent attributable to the period prior to the Effective Date;
(i) Copies (but not the originals) of all files (described in Section 11.17(a)(iii);
(j) Except to the extent constituting suspended royalties, all deposits, cash, checks, funds and accounts receivable or received attributable to Seller’s interests in the Properties with respect to any period of time prior to the Effective Date;
(k) The GEPX Accounting System, tapes, data and program documentation and all tangible manifestations and technical information relating thereto;
(l) Any logo, service xxxx, copyright, trade name or trademark of or associated with Seller or any affiliate of Seller or any business of Seller or of any affiliate of Seller; and
(m) 15. Any documents withheld or not transferred pursuant to Section 11.1. These excluded properties, rights and interests specified in the foregoing subsections (a) through (m), inclusive, of this Section 2.2 are collectively referred to as the “Excluded Propertiesother Properties listed on Exhibit A-5.” Buyer shall not be responsible for, and Seller expressly retains, all liabilities related to the Excluded Properties, whether such liabilities arise before or after the Effective Date
16. It is understood that certain of the Excluded Properties may not be embraced by the term “Properties. .” The fact that certain properties, rights and interests assets have been expressly excluded is not intended to suggest that had they not been excluded they would have constituted Properties and shall be not be used to interpret the meaning of any word or phrase used in describing the Properties.
Appears in 1 contract
Excluded Properties. The Properties do not include, and there is hereby expressly excepted and excluded therefrom and reserved to Seller:
(a) The Retained Rights;
(b) Any and all royalty interests owned by Seller as a result of acquiring royalty interests or lessor’s lease rights held in existing leases including any oil, gas or other mineral royalty interest in the properties covered by the Leases; any and all mineral interest owned by Seller as a result of acquiring the oil, gas or other minerals in, on and under the properties covered by the Leases (whether or not such minerals are subject to a lease); and any and all rights of way and other surface agreements, gas purchase agreements, and other contracts or agreements except as to the properties set forth in Section 2.1(a), (b) and (c) above;
(c) All right, title and interest in the Leases to the extent included in that certain unit formed pursuant to the Declaration of Unit L-12 Unit dated November 5, 1997 for that certain L-12 (Xxxxx Unit) well, API # 00-000-00000 located in Trumbull County, Ohio but only to the extent the leases cover the Beekmantown formation;
(d) All rights and chooses causes of action in action, favor of Seller arising, occurring or existing in favor of Seller prior to the Effective Date or arising out of with respect to the operation of Properties or production from the Oil and Gas Properties prior to the Effective Date (including, but not limited to, any and all royalties, contract rights, claims, receivables, revenues, recoupment rights, recovery rights, accounting adjustments, mispayments, erroneous payments or other claims of any nature in favor of Seller and relating and accruing to any time period prior to the Effective Date);
(b) Any accounts payable accruing before the Effective Date;
(ce) All corporate, financial, tax and legal (other than title) records of Seller;
(df) All contracts of insurance or indemnity subject to Section 14.1indemnity;
(eg) All hydrocarbon production from or attributable to the Properties with respect to all periods prior to the Effective Date, as described in Section 12.1 11.1 and all proceeds attributable thereto;
(fh) Any refund or claim for refund of costs, taxes or expenses borne by Seller attributable to the period prior to the Effective DateDate together with any interest due thereon;
(gi) Properties excluded from the purchase and sale contemplated by this Agreement under Section 6.3;
(h) Any other right or interest in and to the Properties to the extent attributable to the period prior to the Effective Date;
(i) Copies (but not the originals) of all files (described in Section 11.17.5(b);
(j) Except to the extent constituting suspended royalties, all All deposits, cash, checks, funds and accounts receivable or received attributable to Seller’s interests in the Properties with respect to any period of time prior to the Effective Date;
(k) The GEPX Accounting System, tapes, data and program documentation and all tangible manifestations and technical information relating thereto;
(l) Any logo, service xxxxmark, copyright, trade name or trademark of or associated with Seller or any affiliate of Seller or any business of Seller or of any affiliate of Seller; and;
(ml) Any documents withheld or not transferred pursuant to Section 11.1. These 10.1;
(m) Any seismic records and surveys, gravity maps, electric logs, geological or geophysical data and records that cannot be transferred without the consent of or payment to any third party unless such consent is obtained or Buyer elects to make such payment; and The excluded properties, rights and interests specified in the foregoing subsections (a) through (m), inclusive, of this Section 2.2 are collectively referred to as the “Excluded Properties.” Buyer shall not be responsible for, and Seller expressly retains, all liabilities related to the Excluded Properties, whether such liabilities arise before or after the Effective Date. It is understood that certain of the Excluded Properties may not be embraced by the term Properties. The fact that certain properties, rights and interests have been expressly excluded is not intended to suggest that had they not been excluded they would have constituted Properties and shall not be used to interpret the meaning of any word or phrase used in describing the Properties. Buyer expressly does not assume any claims, obligations or liabilities associated with or in any manner relating to the Retained Rights.
Appears in 1 contract
Samples: Agreement of Sale and Purchase
Excluded Properties. The Properties do not include, and there is hereby expressly excepted and excluded therefrom and reserved to Seller:
(a) All all rights and chooses choses in action, arising, occurring or existing in favor of Seller prior to the Effective Date or arising out of the operation of or production from the Oil and Gas Properties prior to the Effective Date (including, but not limited to, any and all contract rights, claims, receivables, revenues, recoupment rights, recovery rights, accounting adjustments, mispayments, erroneous payments or other claims of any nature in favor of Seller and relating and accruing to any time period prior to the Effective Date);.
(b) Any any accounts payable receivable relating to the Properties accruing before the Effective Date;
(c) All all corporate, financial, tax and legal (other than title) records of Seller;
(d) All all contracts of insurance or indemnity subject indemnity, to Section 14.1the extent that the proceeds relate to the losses of Seller based on its interests in and to the Properties;
(e) All hydrocarbon production from or attributable to the Properties with respect to all periods prior to the Effective Date, as described in Section 12.1 and all proceeds attributable thereto;
(f) Any any refund of costs, taxes or expenses borne by Seller attributable to the period prior to the Effective Date, except for severance tax refunds conveyed to Buyer above;
(gf) Properties excluded from the purchase and sale contemplated by this Agreement under Section 6.3;
(h) Any other right or interest in and to the Properties to the extent attributable to the period prior to the Effective Date;
(i) Copies (but not the originals) of all files (described in Section 11.1);
(j) Except to the extent constituting suspended royalties, all deposits, cash, checks, funds and accounts receivable or received attributable to Seller’s interests in the Properties with respect to any period of time prior to the Effective Date;
(kg) The GEPX Accounting System, all computer or communications software or intellectual property (including tapes, data and program documentation and all tangible manifestations and technical information relating thereto;
(l) Any logoowned, service xxxxlicensed or used by Seller, copyright, trade name or trademark and not otherwise in possession of or associated with Seller or any affiliate of Seller or any business of Seller or of any affiliate of Sellerthe Buyer; and
(m) Any documents withheld or not transferred pursuant to Section 11.1. and These excluded properties, rights and interests specified in the foregoing subsections (a) through (m), inclusive, of this Section 2.2 properties are collectively referred to as the “Excluded Properties.” Buyer shall not be responsible for, and Seller expressly retains, all liabilities related to the Excluded Properties, whether such liabilities arise before or after the Effective Date. It is understood that certain of the Excluded Properties may not be embraced by the term “Properties. .” The fact that certain properties, rights and interests assets have been expressly excluded is not intended to suggest that had they not been excluded they would have constituted Properties and shall be not be used to interpret the meaning of any word or phrase used in describing the Properties.
Appears in 1 contract
