Common use of Exclusions and Reservations Clause in Contracts

Exclusions and Reservations. Specifically excepted and reserved from this Assignment are the following, hereinafter referred to as the "Excluded Assets": a. Assignor's reserve estimates, economic analyses, pricing forecasts, legal files or opinions (except abstracts of title, title opinions, certificates of title, or title curative documents as provided in Section l.g above), attorney-client communications or attorney work product, and records and documents subject to confidentiality provisions, claims of privilege or other restrictions on access. b. All corporate, financial, and tax records of Assignor; however, Assignor shall furnish Assignee with copies of any financial and tax records which directly relate to the Assets, or which are necessary for Assignee's ownership, administration, or operation of the Assets upon receipt of a written request from Assignee indicating its desire to obtain copies, and the purpose for same. c. All oil, gas and other liquid or gaseous hydrocarbons produced from or attributable to Assignor's interest in the Assets with respect to all periods prior to the Effective Date, together with all proceeds from the sale of such hydrocarbons. d. Claims of Assignor for refund of or loss carry forwards with respect to (i) production, windfall profit, severance, ad valorem or any other taxes attributable to the Assets for _any period prior to the Effective Date, (ii) income or franchise taxes. e. All amounts due or payable to Assignor as adjustments or refunds under any contracts or agreements affecting the Assets, with respect to periods prior to the Effective Date, specifically including, without limitation, amounts recoverable from audits under operating agreements and any overpayments of royalties. f. Subject to the terms hereof, all monies, proceeds, benefits, receipts, credits, income or revenues (and any security or other deposits made) attributable to the Assets or the operation thereof prior to the Effective Date. g. All Assignor' s patents, trade secrets, copyrights, names, marks and logos. h. Assignor's service agreements and charter party agreements, storage or warehouse agreements, supplier contracts, service contracts, insurance contracts, and construction agreements. TO HAVE AND TO HOLD the Assets unto Assignee, its successors and assigns forever, subject to the terms, conditions and reservations set forth herein, in the Leases, the Units, the Assumed Contracts, and in the Purchase and Sale Agreement.

Exclusions and Reservations. Specifically excepted and reserved from this Assignment are the following, hereinafter referred to as the "Excluded Assets": a. : Assignor's reserve estimates, economic analyses, pricing forecasts, legal files or opinions (except abstracts of title, title opinions, certificates of title, or title curative documents as provided in Section l.g above), attorney-client communications or attorney work product, and records and documents subject to confidentiality provisions, claims of privilege or other restrictions on access. b. . All corporate, financial, and tax records of Assignor; however, Assignor shall furnish Assignee with copies of any financial and tax records which directly relate to the Assets, or which are necessary for Assignee's ownership, administration, or operation of the Assets upon receipt of a written request from Assignee indicating its desire to obtain copies, and the purpose for same. c. . All oil, gas and other liquid or gaseous hydrocarbons produced from or attributable to Assignor's interest in the Assets with respect to all periods prior to the Effective Date, together with all proceeds from the sale of such hydrocarbons. d. . Claims of Assignor for refund of or loss carry forwards with respect to (i) production, windfall profit, severance, ad valorem or any other taxes attributable to the Assets for _any period prior to the Effective Date, (ii) income or franchise taxes. e. . All amounts due or payable to Assignor as adjustments or refunds under any contracts or agreements affecting the Assets, with respect to periods prior to the Effective Date, specifically including, without limitation, amounts recoverable from audits under operating agreements and any overpayments of royalties. f. . Subject to the terms hereof, all monies, proceeds, benefits, receipts, credits, income or revenues (and any security or other deposits made) attributable to the Assets or the operation thereof prior to the Effective Date. g. . All Assignor' s 's patents, trade secrets, copyrights, names, marks and logos. h. . Assignor's service agreements and charter party agreements, storage or warehouse agreements, supplier contracts, service contracts, insurance contracts, and construction agreements. TO HAVE AND TO HOLD the Assets unto Assignee, its successors and assigns forever, subject to the terms, conditions and reservations set forth herein, in the Leases, the Units, the Assumed Contracts, and in the Purchase and Sale Agreement. Purchase and Sale Agreement. This Assignment is made subject to the unrecorded Purchase and Sale Agreement. Any term used herein and not defined in this Assignment shall have the Assets are not reduced or diminished in any manner by the terms of the Purchase and Sale Agreement.

Exclusions and Reservations. Specifically excepted and reserved from this Assignment are the following, hereinafter referred to as the "“Excluded Assets"”: a. Assignor's reserve estimates, economic analyses, pricing forecasts, legal files or opinions (except abstracts of title, title opinions, certificates of title, or title curative documents as provided in Section l.g above), attorney-client communications or attorney work product, and records and documents subject to confidentiality provisions, claims of privilege or other restrictions on access. b. All corporate, financial, and tax records of Assignor; however, Assignor shall furnish Assignee with copies of any financial and tax records which directly relate to the Assets, or which are necessary for Assignee's ’s ownership, administration, or operation of the Assets upon receipt of a written request from Assignee indicating its desire to obtain copies, and the purpose for same. c. b. All oil, gas and other liquid or gaseous hydrocarbons produced from or attributable to Assignor's ’s interest in the Assets with respect to all periods prior to the Effective Date, together with all proceeds from the sale of such hydrocarbons. d. c. Claims of Assignor for refund of or loss carry forwards with respect to (i) production, windfall profit, severance, ad valorem or any other taxes attributable to the Assets for _any period prior to the Effective Date, (ii) income or franchise taxes. e. d. All amounts due or payable to Assignor as adjustments or refunds under any contracts or agreements affecting the Assets, with respect to periods prior to the Effective Date, specifically including, without limitation, amounts recoverable from audits under operating agreements and any overpayments of royalties. f. e. Subject to the terms hereof, all monies, proceeds, benefits, receipts, credits, income or revenues (and any security or other deposits made) attributable to the Assets or the operation thereof prior to the Effective Date. g. f. All Assignor' s ’s patents, trade secrets, copyrights, names, marks and logos. h. g. Assignor's ’s service agreements and charter party agreements, storage or warehouse agreements, supplier contracts, service contracts, insurance contracts, and construction agreements. h. Overriding royalty, which shall be free and clear of all costs except taxes, equal to the positive difference between existing burdens on the date hereof and eighty percent (80%) and delivering to Buyer a 100% working interest in and to the Leases, Wxxxx and Hydrocarbons. TO HAVE AND TO HOLD the Assets unto Assignee, its successors and assigns forever, subject to the terms, conditions and reservations set forth herein, in the Leases, the Units, the Assumed Contracts, and in the Purchase and Sale Agreement.