Exclusions from the Property. Notwithstanding any other provision of this Agreement to the contrary, the Property to be conveyed and assigned under this Agreement does not include the following, all of which are reserved by Seller (collectively, the “Excluded Assets”): 1.2.1 to the extent not assignable without the payment of money or the securing of a licensor’s consent or which cannot be disclosed to a third Person pursuant to the terms of an applicable agreement (provided that Seller shall use commercially reasonable efforts (which shall not include the payment of money) to seek consent from any such licensor or under any such agreement) all (a) seismic, geological, geochemical or geophysical data licensed by Seller or licensed from a third Person and (b) interpretations or derivative information of such seismic, geological, geochemical or geophysical data; 1.2.2 Seller’s intellectual property used in developing or operating the Property, including, without limitation, proprietary computer software, computer software licensed from third parties, patents, pending patent applications, trade secrets, copyrights, names, marks and logos; 1.2.3 Seller’s corporate, financial, accounting and Tax (other than Asset Tax) records and legal files (except title opinions, abstracts and other muniments of title), except that Seller will provide Buyer, upon reasonable request, with copies of the pertinent portions of any Tax records that are necessary for Buyer’s ownership, administration or operation of the Property; 1.2.4 any of (a) Seller’s proprietary or confidential records or information related to Seller’s business generally (including, without limitation, employee information, internal valuation data, future work plans, business plans, transaction proposals and related information and correspondence, business studies and bids) and (b) documents of Seller protected by any attorney-client privilege (other than title opinions); 1.2.5 except to the extent there is any directly related adjustment to the Purchase Price or to the extent related to any of Buyer’s Assumed Obligations, trade credits and rebates from contractors, vendors and co-owners (including unpaid joint interest xxxxxxxx) and adjustments or refunds attributable to Seller’s interest in the Property that relate to any period before the Effective Time, including, without limitation, any imbalances attributable to the Property downstream of the Property or at gas processing plants and associated make-up or cash settlement rights, transportation Tax credits and refunds, tariff refunds, take-or-pay claims, insurance premium adjustments and audit adjustments under the Related Contracts; 1.2.6 except to the extent there is any directly related adjustment to the Purchase Price or to the extent related to any of Buyer’s Assumed Obligations, claims of Seller for refund of or loss carry forwards with respect to: (a) production, windfall profit, severance, ad valorem or any other Taxes attributable to any period prior to the Effective Time; (b) income or franchise taxes; and (c) any taxes attributable to the Excluded Assets; 1.2.7 except to the extent there is any directly related adjustment to the Purchase Price or to the extent related to any of Buyer’s Assumed Obligations, all deposits, cash, checks in process of collection, cash equivalents, accounts and notes receivable and other funds attributable to any periods before the Effective Time, and security or other deposits made with third parties prior to the Effective Time; 1.2.8 data and other information that cannot be disclosed or assigned to Buyer as a result of confidentiality, anti-assignment or similar arrangements under agreements with persons unaffiliated with Seller; provided that Seller has used its reasonable efforts (which shall not require the payment of money) to cause such confidentiality restrictions to be waived; 1.2.9 any and all files, records, contracts, confidentiality agreements and documents relating to Seller’s efforts to sell any portion of the Property (or any other discussions or negotiations regarding the sale or other disposition of any portion of the Property), including, without limitation, any research, valuation or pricing information prepared by Seller and/or its consultants in connection therewith, and any bids or other information received in connection therewith and information and correspondence in connection therewith; 1.2.10 except to the extent there is any directly related adjustment to the Purchase Price or to the extent related to any of Buyer’s Assumed Obligations, all proceeds, benefits, income or revenues with respect to the Property attributable to periods prior to the Effective Time; 1.2.11 all claims, rights and causes of action in favor of Seller arising, occurring or existing prior to the Effective Time with respect to the Property or production from the Property (including, without limitation, any and all royalties, contract rights, insurance 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 Time), in each case, to the extent, and only to the extent, such claims, rights and causes of action relate to the Seller’s Retained Obligations and/or Claims for which Seller must indemnify Buyer hereunder; 1.2.12 all: (a) personal computer equipment and photocopy machines, wherever located; (b) leased vehicles and equipment for which Buyer does not assume the applicable lease under this Agreement; and (c) third-Person equipment and property located on or used in connection with the Property, including, without limitation, contractor equipment; and 1.2.13 any portion of the Property that is retained by Seller or otherwise excluded from the Property to be acquired by Buyer pursuant to the transactions contemplated in this Agreement, in each case, as expressly provided pursuant to the terms of this Agreement.
Appears in 2 contracts
Samples: Agreement to Assign (Centennial Resource Development, Inc.), Agreement to Assign (Centennial Resource Development, Inc.)
Exclusions from the Property. Notwithstanding any other provision of this Agreement to the contrary, the The Property to be conveyed and assigned under this Agreement does not include the following, all of which are reserved by Seller (collectively, the “Excluded Assets”):include:
1.2.1 Unless the parties otherwise agree in writing and enter into a separate data license agreement and except as expressly provided in Section 1.1.6 as property of COI, (i) seismic, geological, geochemical, or geophysical data (including cores and other physical samples or materials from wells or tests) belonxxxx to the extent not assignable without the payment SELLER or licensed from third parties, and (ii) interpretations of money or the securing of a licensor’s consent or which cannot be disclosed to a third Person pursuant to the terms of an applicable agreement (provided that Seller shall use commercially reasonable efforts (which shall not include the payment of money) to seek consent from any such licensor or under any such agreement) all (a) seismic, geological, geochemical or geophysical data licensed by Seller belonging to SELLER or licensed from a third Person and (b) interpretations or derivative information of such seismic, geological, geochemical or geophysical dataparties;
1.2.2 Seller’s SELLER's intellectual property used in developing or operating the Propertyproperty, including, without limitation, including proprietary computer software, computer software licensed from third parties, patents, pending patent applications, trade secrets, copyrights, and names, marks and logos;
1.2.3 Seller’s SELLER's corporate, financialfinancial and tax records, accounting and Tax (other than Asset Tax) records and legal files (except title opinions, abstracts and other muniments of title)files, except that Seller SELLER will provide Buyer, upon reasonable request, BUYER with copies of the pertinent portions of any Tax tax records that are necessary for Buyer’s BUYER's ownership, administration or operation of the PropertyProperty or COI's ownership, administration or operation of the Leases, Wells, Lease Property xxx Xquipment, or Related Contracts;
1.2.4 Notwithstanding any other provision of (a) Seller’s this Agreement to the contrary, any records or information that SELLER considers proprietary or confidential records or (including employee information related to Seller’s business generally (including, without limitation, employee information, and internal valuation datadata regarding its ownership of COI), future work plans, business plans, transaction proposals and related information and correspondence, business studies and bids) and (b) documents or which SELLER cannot legally provide to BUYER because of Seller protected by any attorneythird-client privilege (other than title opinions)party restrictions;
1.2.5 except to the extent there is any directly related adjustment to the Purchase Price or to the extent related to any of Buyer’s Assumed Obligations, trade Trade credits and rebates from contractorscontractors and vendors, vendors and co-owners (including unpaid joint interest xxxxxxxx) and adjustments or refunds attributable to Seller’s interest in the Property that relate to any period before the Effective Time, including, without limitation, any imbalances attributable Date relative to the Property downstream of the Property or at gas processing plants and associated make-up or cash settlement rightsAssets, including transportation Tax tax credits and refunds, tariff refunds, take-or-pay claims, insurance premium adjustments adjustments, and audit adjustments under the Related Contracts, which BUYER will assign, convey and pay over, or ensure that COI assigns, conveys and pays over to SELLER;
1.2.6 except to the extent there is any directly related adjustment to the Purchase Price Claims of SELLER or to the extent related to any of Buyer’s Assumed Obligations, claims of Seller COI for refund of or loss carry forwards with respect to: to (ai) production, windfall profit, severance, ad valorem or any other Taxes taxes attributable to any period prior to the Effective Time; Date relative to the Property and Assets, (bii) income or franchise taxes; and , or (ciii) any taxes attributable to the Excluded Assetsexcluded items described in this Section 1.2, which BUYER will assign, convey and pay over, or ensure that COI assigns, conveys and pays over to SELLER;
1.2.7 except to the extent there is any directly related adjustment to the Purchase Price or to the extent related to any of Buyer’s Assumed Obligations, all (i) All deposits, cash, checks in process of collection, cash equivalentsequivalents and funds attributable to any period prior to the Effective Date, (ii) all accounts and notes receivable and other funds attributable to any periods before period prior to the Effective TimeDate, and (iii) any security or other deposits made by Seller or COI with third parties prior to the Effective TimeDate relative to the Property or Assets, which BUYER will assign, convey and pay over, or ensure that COI assigns, conveys and pays over to SELLER;
1.2.8 data Claims and other information that cannot be disclosed causes of action of SELLER or assigned to Buyer as a result COI arising from acts, omissions or events, or damage or destruction of confidentialitythe Property or Assets before the Effective Date, anti-assignment and all rights, titles, claims and interests of SELLER or similar arrangements COI (i) under agreements with persons unaffiliated with Seller; provided that Seller has used its reasonable efforts any policy or agreement of insurance or indemnity, (which shall not require the payment ii) under any bond or letter of moneycredit, or (iii) to cause such confidentiality restrictions any insurance or condemnation proceeds or awards, which BUYER will assign, convey and pay over, or ensure that COI assigns, conveys and pays over to be waivedSELLER;
1.2.9 any and all filesAll rights, recordsobligations, contractsbenefits, confidentiality agreements and documents relating to Seller’s efforts to sell any portion of the Property (or any other discussions or negotiations regarding the sale or other disposition of any portion of the Property)awards, including, without limitation, any research, valuation or pricing information prepared by Seller and/or its consultants in connection therewithjudgments, and any bids or other information received in connection therewith settlements, if any, applicable to the pending and information potential litigation, Claims and correspondence in connection therewithproceedings listed under the section of Exhibit C entitled "SELLER's Responsibility";
1.2.10 except Any production sales contracts between SELLER and SELLER's affiliates or subsidiaries, and all swap, futures, or derivative contracts backed by or related to the extent there is Hydrocarbons;
1.2.11 SELLER's or COI's rights under any directly related adjustment existing contracts providing for the gathering, compression, treating, transportation or processing of oil or gas produced from the Leases or Wells, other than those contracts listed on Exhibit A, Schedule 5 (BUYER will need to the Purchase Price or to the extent related to any of Buyer’s Assumed Obligations, all proceeds, benefits, income or revenues make its own arrangements for these matters with respect to its production from the Property Leases, and if COI is a party to such contracts, BUYER and SELLER will arrange for COI to assign such contracts to SELLER at Closing);
1.2.12 COI's interest in all rights against and obligations to third parties with respect to any production, transportation and processing imbalances which exist and are attributable to periods Hydrocarbons produced from the Leases prior to the Effective Time;
1.2.11 all claims, rights and causes of action in favor of Seller arising, occurring or existing prior to Date (the Effective Time with respect to the Property or production from the Property (including, without limitation, any and all royalties, contract rights, insurance 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 Time"Pre-Sale Hydrocarbon Imbalances"), in each case, to the extent, and only to the extent, such claims, rights and causes of action relate to the Seller’s Retained Obligations and/or Claims for which Seller must indemnify Buyer hereunder;
1.2.12 all: (a) personal computer equipment and photocopy machines, wherever located; (b) leased vehicles and equipment for which Buyer does not assume the applicable lease under this Agreement; and (c) third-Person equipment and property located on or used in connection with the Property, including, without limitation, contractor equipment; and
1.2.13 any portion of the Property that is retained by Seller or otherwise excluded from the Property to shall be acquired by Buyer handled pursuant to the transactions contemplated in this Agreement, in each case, as expressly provided pursuant to the terms of this AgreementSection 1.4.
Appears in 1 contract
Samples: Share and Pipeline Purchase Agreement (Stone Energy Corp)
Exclusions from the Property. Notwithstanding any other provision of this Agreement to the contrary, the The Property to be conveyed and assigned under this Agreement does not include the following, all of which are reserved by Seller (collectively, the “Excluded Assets”):include:
1.2.1 to Unless the extent not assignable without the payment parties otherwise agree in writing and enter into a separate data license agreement and except as expressly provided in Section 1.1.8, (i) seismic, geological, geochemical, or geophysical data (including cores and other physical samples or materials from wells or tests) belonging xx XXSIGNOR or licensed from third parties, and (ii) interpretations of money or the securing of a licensor’s consent or which cannot be disclosed to a third Person pursuant to the terms of an applicable agreement (provided that Seller shall use commercially reasonable efforts (which shall not include the payment of money) to seek consent from any such licensor or under any such agreement) all (a) seismic, geological, geochemical or geophysical data licensed by Seller belonging to ASSIGNOR or licensed from a third Person and (b) interpretations or derivative information of such seismic, geological, geochemical or geophysical dataparties;
1.2.2 Seller’s ASSIGNOR's intellectual property used in developing or operating the PropertyLeases, includingWells, without limitationLease Property and Xxxxxment, or Overriding Royalty Interests, including proprietary computer software, computer software licensed from third parties, patents, pending patent applications, trade secrets, copyrights, and names, marks and logoslogos (all of which ASSIGNEE will remove as soon as possible after Closing);
1.2.3 Seller’s ASSIGNOR's right, title and interest in the Permits and Easements, to the extent they are attributable and allocable to rights and interests retained by ASSIGNOR (if any);
1.2.4 ASSIGNOR's corporate, financialfinancial and tax records, accounting and Tax (other than Asset Tax) records and legal files (except title opinions, abstracts and other muniments of title)files, except that Seller ASSIGNOR will provide Buyer, upon reasonable request, ASSIGNEE with copies of the pertinent portions of any Tax tax records that are necessary for Buyer’s ASSIGNEE's ownership, administration or operation of the PropertyLeases, Wells, Lease Property and Equipment, Related Contracts or Overriding Royalty Interests;
1.2.4 1.2.5 Notwithstanding any other provision of (a) Seller’s this Agreement to the contrary, any records or information that ASSIGNOR considers proprietary or confidential records or (including employee information related to Seller’s business generally (including, without limitation, employee information, and internal valuation datadata regarding the Leases, future work plansWells, business plansLease Xxxperty and Equipment, transaction proposals and related information and correspondenceMiscellaneous Personal Property, business studies and bids) and (b) documents Related Contracts or Overriding Royalty Interests), or which ASSIGNOR cannot legally provide to ASSIGNEE because of Seller protected by any attorneythird-client privilege (other than title opinions)party restrictions;
1.2.5 except to the extent there is any directly related adjustment to the Purchase Price or to the extent related to any of Buyer’s Assumed Obligations, trade 1.2.6 Trade credits and rebates from contractorscontractors and vendors, vendors and co-owners (including unpaid joint interest xxxxxxxx) and adjustments or refunds attributable to Seller’s interest in the Property that relate to any period before the Effective TimeDate, including, without limitation, any imbalances attributable to the Property downstream of the Property or at gas processing plants and associated make-up or cash settlement rights, including transportation Tax tax credits and refunds, tariff refunds, take-or-pay claims, insurance premium adjustments adjustments, and audit adjustments under the Related Contracts;
1.2.6 except to the extent there is any directly related adjustment to the Purchase Price or to the extent related to any 1.2.7 Claims of Buyer’s Assumed Obligations, claims of Seller ASSIGNOR for refund of or loss carry forwards with respect to: to (ai) production, windfall profit, severance, ad valorem or any other Taxes taxes attributable to any period prior to the Effective Time; Date, (bii) income or franchise taxes; and , or (ciii) any taxes attributable to the Excluded Assetsexcluded items described in this Section 1.2;
1.2.7 except to the extent there is any directly related adjustment to the Purchase Price or to the extent related to any of Buyer’s Assumed Obligations, all (i) All deposits, cash, checks in process of collection, cash equivalentsequivalents and funds attributable to any period prior to the Effective Date, (ii) all accounts and notes receivable and other funds attributable to any periods before period prior to the Effective TimeDate, and (iii) any security or other deposits made with third parties prior to the Effective Time;
1.2.8 data and other information that cannot be disclosed or assigned to Buyer as a result of confidentiality, anti-assignment or similar arrangements under agreements with persons unaffiliated with Seller; provided that Seller has used its reasonable efforts (which shall not require the payment of money) to cause such confidentiality restrictions to be waivedDate;
1.2.9 any and all files, records, contracts, confidentiality agreements and documents relating to Seller’s efforts to sell any portion of the Property (or any other discussions or negotiations regarding the sale or other disposition of any portion of the Property), including, without limitation, any research, valuation or pricing information prepared by Seller and/or its consultants in connection therewith, and any bids or other information received in connection therewith and information and correspondence in connection therewith;
1.2.10 except to the extent there is any directly related adjustment to the Purchase Price or to the extent related to any of Buyer’s Assumed Obligations, all All proceeds, benefits, income or revenues with respect to the Property attributable to periods prior to the Effective TimeDate received in connection (i) with accounts and notes receivable relating to the Property (other than accounts receivable related to joint interest billings under applicable xxxxxxxng agreements) for the period between the Effective Date and the Closing Date, it being recognized and agreed that ASSIGNEE will receive full credit for such receivables pursuant to the provisions of Section 2.2.2, or (ii) any excluded items described in this Section 1.2;
1.2.11 all claims, rights 1.2.10 Claims and causes of action in favor arising from acts, omissions or events, or damage or destruction of Seller arisingthe Property before the Effective Date, occurring and all rights, titles, claims and interests of ASSIGNOR (i) under any policy or existing prior agreement of insurance or indemnity, (ii) under any bond or letter of credit, or (iii) to any insurance or condemnation proceeds or awards;
1.2.11 All rights, obligations, benefits, awards, judgments, and settlements, if any, applicable to the Effective Time pending and potential litigation, Claims and proceedings listed under the section of Exhibit C entitled "ASSIGNOR's Responsibility";
(i) All contracts for support services to which ASSIGNOR is a party (except for those contracts specifically listed as part of the Related Contracts in Exhibit A, Schedule 5), and the Related Contracts insofar as they pertain to oil and gas interests of ASSIGNOR other than the interests being assigned and conveyed to ASSIGNEE under this Agreement, and (ii) all offshore service agreements and charter party agreements to which ASSIGNOR is a party, whether or not services thereunder are or were utilized in connection with respect the property interests being assigned and conveyed to ASSIGNEE under this Agreement;
1.2.13 Any production sales contracts between ASSIGNOR and ASSIGNOR's affiliates or subsidiaries, and all swap, futures, or derivative contracts backed by or related to the Property Hydrocarbons;
(i) Any pipelines, facilities and equipment located on the Leases that were not used in the past or are not currently used or held for use in connection with the development or operation of the Leases and Wells or the production of Xxxxxcarbons from or in the Property (including, without limitation, any Leases and all royalties, contract rights, insurance 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 Time), in each case, to the extentWells, and only to the extent(ii) all gas prxxxxxing plants and their associated facilities, such claimspipelines and gathering lines, rights and causes of action relate to the Seller’s Retained Obligations and/or Claims for which Seller must indemnify Buyer hereunderwherever located;
1.2.12 all: (ai) All radio towers, remote terminal units, personal computer equipment equipment, vehicles, communication equipment, and photocopy machines, wherever located; , (bii) all leased vehicles and equipment for which Buyer ASSIGNEE does not assume the applicable lease under this Agreement; , and (ciii) third-Person all third party equipment and property located on or used in connection with the PropertyLeases, includingWells, without limitationor Lexxx Xroperty and Equipment, including contractor equipment;
1.2.16 ASSIGNOR's rights under any existing contracts providing for the gathering, compression, treating, transportation or processing of oil or gas produced from the Leases or Wells, other xxxx those contracts listed on Exhibit A, Schedule 5 (ASSIGNEE will need to make its own arrangements for these matters with respect to its production from the Leases);
1.2.17 Any payments to ASSIGNOR from third parties relating to joint interest billings (including overhxxx xxxxges) under applicable operating agreements and attributable to operations between the Effective Date and the first day of the month following the Closing Date, which ASSIGNOR shall be entitled to retain without adjustment to the Purchase Price; and
1.2.13 1.2.18 All rights against and obligations to third parties with respect to any portion of the Property that is retained by Seller or otherwise excluded production, transportation and processing imbalances which exist and are attributable to Hydrocarbons produced from the Property to be acquired by Buyer pursuant prior to the transactions contemplated in this Agreement, in each case, as expressly provided pursuant to Effective Date (the terms of this Agreement"Pre-Sale Hydrocarbon Imbalances").
Appears in 1 contract
Exclusions from the Property. Notwithstanding any other provision of this Agreement to the contrary, the The Property to be conveyed and assigned under this Agreement does not include the following, all of which are reserved by Seller SELLER (collectively, the “Excluded Assets”):
1.2.1 Unless SELLER and BUYER otherwise agree in writing and enter into a separate data license agreement, (i) seismic, geological, geochemical, or geophysical data (including cores and other physical samples or materials from xxxxx or tests) belonging to the extent not assignable without the payment SELLER or licensed from third parties, and (ii) interpretations of money or the securing of a licensor’s consent or which cannot be disclosed to a third Person pursuant to the terms of an applicable agreement (provided that Seller shall use commercially reasonable efforts (which shall not include the payment of money) to seek consent from any such licensor or under any such agreement) all (a) seismic, geological, geochemical or geophysical data licensed by Seller belonging to SELLER or licensed from a third Person and (b) interpretations or derivative information of such seismic, geological, geochemical or geophysical dataparties;
1.2.2 SellerSELLER’s intellectual property used in developing or operating the Property, including, including without limitation, proprietary computer software, computer software licensed from third parties, patents, pending patent applications, trade secrets, copyrights, names, marks and logos;
1.2.3 SellerSELLER’s right, title and interest in easements, rights-of-way, licenses, permits, servitudes, surface leases, surface use agreements, and similar rights, obligations and interests, to the extent they are attributable and allocable to rights and interests retained by SELLER (if any);
1.2.4 SELLER’s corporate, financialfinancial and tax records, accounting and Tax (other than Asset Tax) records and legal files (except title opinions, abstracts and other muniments of title), except that Seller SELLER will provide Buyer, upon reasonable request, BUYER with copies of the pertinent portions of any Tax tax records that are necessary for BuyerBUYER’s ownership, administration or operation of the Property;
1.2.4 1.2.5 Notwithstanding any other provision of (a) Seller’s this Agreement to the contrary, any records or information that SELLER considers proprietary or confidential records or information related to Seller’s business generally (including, including without limitation, employee information, internal valuation data, reservoir and field studies, future work plans, business plans, reserve reports, transaction proposals and related information and correspondence, business studies studies, bids and bids) and (b) documents of Seller protected by any attorney-client privilege (other than title opinionsprivilege), or which SELLER cannot legally provide to BUYER because of third party restrictions;
1.2.5 except to the extent there is any directly related adjustment to the Purchase Price or to the extent related to any of Buyer’s Assumed Obligations, trade 1.2.6 Trade credits and rebates from contractors, vendors and co-owners (including unpaid joint interest xxxxxxxx) ), and adjustments or refunds attributable to SellerSELLER’s interest in the Property that relate to any period before the Effective TimeDate, including, including without limitation, any imbalances attributable to the Property downstream of the Property or at gas processing plants and associated make-up or cash settlement rights, transportation Tax tax credits and refunds, tariff refunds, take-or-pay claims, insurance premium adjustments adjustments, and audit adjustments under the Related Contracts;
1.2.6 except to the extent there is any directly related adjustment to the Purchase Price or to the extent related to any 1.2.7 Claims of Buyer’s Assumed Obligations, claims of Seller SELLER for refund of or loss carry forwards with respect to: to (ai) production, windfall profit, severance, ad valorem or any other Taxes taxes attributable to any period prior to the Effective Time; Date, (bii) income or franchise taxes; taxes and (ciii) any taxes attributable to the Excluded Assetsexcluded items described in this Section 1.2;
1.2.7 except 1.2.8 Except suspense accounts paid to the extent there is any directly related adjustment BUYER pursuant to the Purchase Price or to the extent related to any of Buyer’s Assumed ObligationsSection 11.5, all deposits, cash, checks in process of collection, cash equivalents, accounts and notes receivable and other funds attributable to any periods before the Effective TimeDate, and security or other deposits made with third parties prior to the Effective Time;
1.2.8 data and other information that cannot be disclosed or assigned to Buyer as a result of confidentiality, anti-assignment or similar arrangements under agreements with persons unaffiliated with Seller; provided that Seller has used its reasonable efforts (which shall not require the payment of money) to cause such confidentiality restrictions to be waivedDate;
1.2.9 any and all files, records, contracts, confidentiality agreements and documents relating to Seller’s efforts to sell any portion of the Property (or any other discussions or negotiations regarding the sale or other disposition of any portion of the Property), including, without limitation, any research, valuation or pricing information prepared by Seller and/or its consultants in connection therewith, and any bids or other information received in connection therewith and information and correspondence in connection therewith;
1.2.10 except to the extent there is any directly related adjustment to the Purchase Price or to the extent related to any of Buyer’s Assumed Obligations, all All proceeds, benefits, income or revenues with respect to the Property attributable to periods prior to the Effective TimeDate;
1.2.10 All Claims arising from acts, omissions or events, or damage to or destruction of the Property before the Effective Date, and all related rights, titles, claims and interests of SELLER (i) under any policy or agreement of insurance or indemnity, (ii) under any bond or letter of credit, or (iii) to any insurance or condemnation proceeds or awards;
1.2.11 all claims, All rights and causes of action in favor of Seller arising, occurring or existing prior obligations applicable to the Effective Time with respect matters listed under the section of Exhibit C entitled “SELLER’s Responsibility”;
1.2.12 All contracts for procurement of goods and services related to the Property or production from (except for those support service contracts specifically listed as part of the Property (includingRelated Contracts in Exhibit A, without limitationSchedule 6);
1.2.13 All swap, any and all royaltiesfutures, contract rights, insurance claims, receivables, revenues, recoupment rights, recovery rights, accounting adjustments, mispayments, erroneous payments xxxxxx or other claims of any nature in favor of Seller and relating and accruing to any time period prior derivative contracts backed by or related to the Effective TimeHydrocarbons;
(i) Pipelines, equipment and other facilities located on the Leases, the Units or the Permits and Easements that are not associated with or used (or have never been used) in connection with the Leases or the Units; (ii) any equipment, materials spare parts, tools and other personal property that may have been previously used on the Leases, the Units or the Permits and Easements, but is presently stored or warehoused at a SELLER or third party site not located on the Property; and (iii) any gas processing plants or their associated facilities, pipelines and gathering lines, wherever located;
(i) Radio towers, remote terminal units, all SCADA equipment that is associated with locations other than the Property, personal computer equipment, vehicles, communication equipment (including licensed and unlicensed radios located on the Leases), in each case, to the extent, and only to the extent, such claims, rights and causes of action relate to the Seller’s Retained Obligations and/or Claims for which Seller must indemnify Buyer hereunder;
1.2.12 all: (a) personal computer equipment and photocopy machines, wherever located; , (bii) all leased vehicles and equipment for which Buyer BUYER does not assume the applicable lease under this Agreement; , and (ciii) third-Person all third party equipment and property located on or used in connection with the Property, including, including without limitation, limitation contractor equipment; and
1.2.13 1.2.16 SELLER’s rights under any portion existing contracts providing for the gathering, compression, treating, transportation, processing or sales of the Property that is retained by Seller oil or otherwise excluded gas produced from the Property to be acquired by Buyer pursuant to the transactions contemplated in this AgreementLeases or Xxxxx, in each caseother than those Related Contracts listed on Exhibit A, as expressly provided pursuant to the terms of this AgreementSchedule 6.
Appears in 1 contract
Exclusions from the Property. Notwithstanding any other provision of this Agreement to the contrary, the The Property to be conveyed and assigned under this Agreement does not include the following, all of which are reserved by Seller (collectively, the “Excluded Assets”):include:
1.2.1 Unless the parties otherwise agree in writing and enter into a separate data license agreement, (i) seismic, geological, geochemical, or geophysical data (including cores and other physical samples or materials from xxxxx or tests) belonging to the extent not assignable without the payment ASSIGNOR or licensed from third parties, and (ii) interpretations of money or the securing of a licensor’s consent or which cannot be disclosed to a third Person pursuant to the terms of an applicable agreement (provided that Seller shall use commercially reasonable efforts (which shall not include the payment of money) to seek consent from any such licensor or under any such agreement) all (a) seismic, geological, geochemical or geophysical data licensed by Seller belonging to ASSIGNOR or licensed from a third Person and (b) interpretations or derivative information of such seismic, geological, geochemical or geophysical dataparties;
1.2.2 Seller’s ASSIGNOR's intellectual property used in developing or operating the Property, including, including without limitation, limitation proprietary computer software, computer software licensed from third parties, patents, pending patent applications, trade secrets, copyrights, names, marks and logos, all of which ASSIGNOR will remove before or as soon as possible after Closing;
1.2.3 Seller’s ASSIGNOR's right, title and interest in any easements, rights-of- way, permits, licenses, surface leases and surface use agreements, and servitudes and other surface rights appurtenant to the Property, to the extent they are attributable and allocable to rights and interests retained by ASSIGNOR (if any);
1.2.4 ASSIGNOR's corporate, financialfinancial and tax records, accounting and Tax (other than Asset Tax) records and legal files (except title opinions, abstracts and other muniments of title)files, except that Seller ASSIGNOR will provide Buyer, upon reasonable request, ASSIGNEE with copies of the pertinent portions of any Tax tax records that are necessary for Buyer’s ASSIGNEE's ownership, administration or operation of the Property;
1.2.4 1.2.5 Notwithstanding any other provision of (a) Seller’s this Agreement to the contrary, any records or information that ASSIGNOR considers proprietary or confidential records or (including without limitation employee information related to Seller’s business generally (including, without limitation, employee information, and internal Property valuation data), future work plans, business plans, transaction proposals and related information and correspondence, business studies and bids) and (b) documents or which ASSIGNOR cannot legally provide to ASSIGNEE because of Seller protected by any attorneythird-client privilege (other than title opinions)party restrictions;
1.2.5 except to the extent there is any directly related adjustment to the Purchase Price or to the extent related to any of Buyer’s Assumed Obligations, trade 1.2.6 Trade credits and rebates from contractorscontractors and vendors, vendors accounts and co-owners (including unpaid joint interest xxxxxxxx) notes receivable, and adjustments or refunds attributable to Seller’s ASSIGNOR's interest in the Property that relate to any period before the Effective TimeDate, including, including without limitation, any imbalances attributable to the Property downstream of the Property or at gas processing plants and associated make-up or cash settlement rights, limitation transportation Tax tax credits and refunds, tariff refunds, take-or-pay claims, insurance premium adjustments adjustments, and audit adjustments under the Related Contracts;
1.2.6 except to the extent there is any directly related adjustment to the Purchase Price or to the extent related to any of Buyer’s Assumed Obligations, claims of Seller for refund of or loss carry forwards with respect to: (a) production, windfall profit, severance, ad valorem or any other Taxes attributable to any period prior to the Effective Time; (b) income or franchise taxes; and (c) any taxes attributable to the Excluded Assets;
1.2.7 except to the extent there is any directly related adjustment to the Purchase Price or to the extent related to any of Buyer’s Assumed Obligations, all depositsDeposits, cash, checks in process of collection, cash equivalents, accounts equivalents and notes receivable and other funds attributable to ASSIGNOR's interest in the Property pertaining to any periods before the Effective Time, and security or other deposits made with third parties prior to the Effective TimeDate;
1.2.8 data and other information that cannot be disclosed or assigned to Buyer as a result of confidentiality, anti-assignment or similar arrangements under agreements with persons unaffiliated with Seller; provided that Seller has used its reasonable efforts (which shall not require the payment of money) to cause such confidentiality restrictions to be waived;
1.2.9 any and all files, records, contracts, confidentiality agreements and documents relating to Seller’s efforts to sell any portion of the Property (or any other discussions or negotiations regarding the sale or other disposition of any portion of the Property), including, without limitation, any research, valuation or pricing information prepared by Seller and/or its consultants in connection therewith, and any bids or other information received in connection therewith and information and correspondence in connection therewith;
1.2.10 except to the extent there is any directly related adjustment to the Purchase Price or to the extent related to any of Buyer’s Assumed Obligations, all proceedsProceeds, benefits, income or revenues (and any security or other deposits made) with respect to the Property attributable to periods prior to before the Effective TimeDate;
1.2.11 all claims, rights 1.2.9 Claims and causes of action in favor arising from acts, omissions or events, or damage or destruction of Seller arising, occurring or existing prior to the Property before the Effective Time with respect Date, and all rights, titles, claims and interests of ASSIGNOR (i) under any policy or agreement of insurance or indemnity, (ii) under any bond or letter of credit, or (iii) to any insurance or condemnation proceeds or awards;
1.2.10 Contracts for support services related to the Property or production from (except for those contracts specifically listed as part of the Property (includingRelated Contracts in Exhibit A, without limitation, any and all royalties, contract rights, insurance 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 TimeSchedule 4), and the Related Contracts insofar as they pertain to oil and gas interests of ASSIGNOR other than the Leases, or lands unitized or pooled with the Leases, being assigned and conveyed to ASSIGNEE under this Agreement;
1.2.11 Pipelines and other facilities located on the Leases or lands unitized with the Leases that are not associated with or used in each case, to connection with the extentLeases or lands unitized with the Leases, and only to any gas processing plants or their associated facilities, pipelines or gathering lines located on the extent, such claims, rights and causes of action relate to Leases or lands unitized with the Seller’s Retained Obligations and/or Claims for which Seller must indemnify Buyer hereunder;Leases; and
1.2.12 all: (a) personal Radio towers, remote terminal units, computer equipment equipment, vehicles, communication equipment, and photocopy machines, wherever locatedlocated on the Leases or lands unitized with the Leases and specifically excluded from the Property in Exhibit A, Schedule 8; (b) all leased vehicles and equipment for which Buyer ASSIGNEE does not assume the applicable lease under this Agreement; and (c) third-Person all third party equipment and property located on or used in connection with the PropertyLeases, including, including without limitation, limitation contractor equipment; and
1.2.13 any portion of the Property that is retained by Seller or otherwise excluded from the Property to be acquired by Buyer pursuant to the transactions contemplated in this Agreement, in each case, as expressly provided pursuant to the terms of this Agreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Southwest Royalties Holdings Inc)
Exclusions from the Property. Notwithstanding any other provision of this Agreement to the contrary, the The Property to be conveyed and assigned under this Agreement does not include the following, all of which are reserved by Seller (collectively, the “Excluded Assets”):
1.2.1 to the extent not assignable without the payment of money or the securing of a licensor’s consent or which cannot be disclosed to a third Person pursuant to the terms of an applicable agreement (provided that Seller shall use commercially reasonable efforts (which shall not include the payment of money) to seek consent from any such licensor or under any such agreement) all (a) To extent not transferrable without payment (unless Buyer makes such payment), all (i) seismic, geological, geochemical, or geophysical data (including cores and other physical samples or materials from xxxxx or tests) belonging to Seller or licensed from third parties, and (ii) interpretations of seismic, geological, geochemical or geophysical data licensed by belonging to Seller or licensed from a third Person and parties;
(b) interpretations or derivative information of such seismic, geological, geochemical or geophysical data;
1.2.2 Seller’s intellectual property used in developing or operating the Property, including, without limitation, proprietary computer software, computer software licensed from third parties, patents, pending patent applications, trade secrets, copyrights, names, marks and logos;
1.2.3 Seller’s corporate, financialfinancial and tax records, accounting and Tax (other than Asset Tax) records and legal files (except title opinions, abstracts and other muniments of title), except that Seller will provide Buyer, upon reasonable request, with copies of the pertinent portions of any Tax excluding tax records that are necessary for Buyer’s ownership, administration or operation of related to the Property;
1.2.4 any of (ai) Seller’s proprietary or confidential records or information related to Seller’s business generally (including, without limitation, employee Employee information, internal valuation data, future work business plans, business plansreserve reports, transaction proposals and related information and correspondence, business studies studies, bids and bids) and (b) documents of Seller protected by any attorney-client privilege privilege, and (ii) any other than title opinions)records or information that would otherwise be included in the Property Records but which Seller cannot legally provide to Buyer because of confidentiality restrictions in favor of third parties;
1.2.5 except to the extent there is any directly related adjustment to the Purchase Price or to the extent related to any of Buyer’s Assumed Obligations, trade (d) Trade credits and rebates from contractors, vendors and co-owners (including unpaid joint interest xxxxxxxx) ), and adjustments or refunds attributable to Seller’s interest in the Property that relate to any period before the Effective TimeDate, including, without limitation, any imbalances attributable to the Property downstream of the Property or at gas processing plants and associated make-up or cash settlement rights, including transportation Tax tax credits and refunds, tariff refunds, take-or-pay claims, insurance premium adjustments adjustments, and audit adjustments under the Related Assumed Contracts and Excluded Contracts;
1.2.6 except to the extent there is any directly related adjustment to the Purchase Price or to the extent related to any of Buyer’s Assumed Obligations, claims (e) Claims of Seller for refund of or loss carry forwards with respect to: to (ai) production, windfall profit, severance, ad valorem or any other Taxes taxes attributable to any period prior to the Effective Time; Date, (bii) income or franchise taxes; taxes and (ciii) any taxes attributable to the Excluded Assetsexcluded items described in this Section 2.2;
1.2.7 except (f) Except Suspense Funds paid to the extent there is any directly related adjustment Buyer pursuant to the Purchase Price or to the extent related to any of Buyer’s Assumed ObligationsSection 14.4, all deposits, cash, checks in process of collection, cash equivalents, accounts and notes receivable and other funds attributable to any periods before the Effective TimeDate, and security or other deposits made with third parties prior to the Effective TimeDate;
1.2.8 data and other information that cannot be disclosed or assigned to Buyer as a result of confidentiality, anti-assignment or similar arrangements under agreements with persons unaffiliated with Seller; provided that Seller has used its reasonable efforts (which shall not require the payment of moneyg) to cause such confidentiality restrictions to be waived;
1.2.9 any and all files, records, contracts, confidentiality agreements and documents relating to Seller’s efforts to sell any portion of the Property (or any other discussions or negotiations regarding the sale or other disposition of any portion of the Property), including, without limitation, any research, valuation or pricing information prepared by Seller and/or its consultants in connection therewith, and any bids or other information received in connection therewith and information and correspondence in connection therewith;
1.2.10 except to the extent there is any directly related adjustment to the Purchase Price or to the extent related to any of Buyer’s Assumed Obligations, all All proceeds, benefits, income or revenues with respect to the Property attributable to periods prior to the Effective TimeDate;
1.2.11 all claims(h) All swap, rights and causes of action in favor of Seller arisingfutures, occurring or existing prior derivative Contracts backed by or related to the Effective Time with respect to Hydrocarbons;
(i) All furniture, fixtures, equipment and other assets (other than the Property or production from the Property (includingRecords and subject to Section 8.4(c)) in Seller’s offices in Tulsa, without limitationOklahoma, any and all royaltiesleases related thereto;
(j) That certain Services Agreement, contract rightsdated April 7, insurance claims2010, receivablesbetween Parallel Energy GP LLC, 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 Time), in each case, to the extenta Delaware corporation, and only to the extentParallel Energy Inc., such claims, rights and causes of action relate to the Seller’s Retained Obligations and/or Claims for which Seller must indemnify Buyer hereunder;
1.2.12 all: (a) personal computer equipment and photocopy machines, wherever located; (b) leased vehicles and equipment for which Buyer does not assume the applicable lease under this Agreement; and (c) third-Person equipment and property located on or used in connection with the Property, including, without limitation, contractor equipmentan Alberta corporation; and
1.2.13 any portion (k) All of Seller’s Contracts that are not Assumed Contracts (the Property that is retained by Seller or otherwise excluded from the Property to be acquired by Buyer pursuant to the transactions contemplated in this Agreement, in each case, as expressly provided pursuant to the terms of this Agreement.“Excluded
Appears in 1 contract
Samples: Purchase and Sale Agreement
Exclusions from the Property. Notwithstanding any other provision of this Agreement to the contrary, the The Property to be conveyed and assigned under this Agreement does not include the following, all of which are reserved by Seller ASSIGNOR (collectively, the “Excluded Assets”):
1.2.1 to the extent not assignable without the payment of money or the securing of a licensor’s consent or which cannot be disclosed to a third Person pursuant Subject to the terms and conditions of an applicable agreement (provided that Seller shall use commercially reasonable efforts (which shall not include Section 7.5 and the payment of money) Data License to seek consent from any such licensor or under any such agreement) be executed at Closing, all (a) seismic, geological, geochemical geochemical, or geophysical data (including cores and other physical samples or materials from xxxxx or tests) belonging to ASSIGNOR or licensed by Seller or licensed ASSIGNOR from a third Person parties, and (b) interpretations or derivative information of such seismic, geological, geochemical or geophysical datadata belonging to ASSIGNOR or licensed from third parties;
1.2.2 SellerASSIGNOR’s intellectual property used in developing or operating the Property, including, including without limitation, proprietary computer software, computer software licensed from third parties, patents, pending patent applications, trade secrets, copyrights, names, marks and logos;
1.2.3 SellerASSIGNOR’s right, title and interest in easements, rights-of-way, licenses, permits, servitudes, surface leases, surface use agreements, and similar rights, obligations and interests, to the extent they are attributable and allocable to rights and interests retained by ASSIGNOR (if any);
1.2.4 ASSIGNOR’s corporate, financialfinancial and tax records, accounting and Tax (other than Asset Tax) records and legal files (except title opinions, abstracts and other muniments of title), except that Seller ASSIGNOR will provide Buyer, upon reasonable request, ASSIGNEE with copies of the pertinent portions of any Tax tax records that are necessary for BuyerASSIGNEE’s ownership, administration or operation of the Property;
1.2.4 1.2.5 Notwithstanding any other provision of this Agreement to the contrary, any of (a) SellerASSIGNOR’s proprietary confidential personnel, interpretative, or confidential strategic documents, records or information related to Seller’s business generally (including, including without limitation, employee information, internal valuation data, reservoir and field studies, environmental studies, future work plans, business plans, reserve reports, transaction proposals and related information and correspondence, business studies studies, bids and bids) and (b) documents of Seller protected by any attorney-client privilege privilege), or which ASSIGNOR cannot legally provide to ASSIGNEE because of third party restrictions (other than title opinionsafter using commercially reasonable efforts to obtain any consents);
1.2.5 except to the extent there is any directly related adjustment to the Purchase Price or to the extent related to any of Buyer’s Assumed Obligations, trade 1.2.6 Trade credits and rebates from contractors, vendors and co-owners (including unpaid joint interest xxxxxxxx) ), and adjustments or refunds attributable to SellerASSIGNOR’s interest in the Property that relate to any period before the Effective TimeDate, including, including without limitation, any imbalances attributable to the Property downstream of the Property or at gas processing plants and associated make-up or cash settlement rights, transportation Tax tax credits and refunds, tariff refunds, take-or-pay claims, insurance premium adjustments adjustments, and audit adjustments under the Related Contracts;
1.2.6 except to the extent there is any directly related adjustment to the Purchase Price or to the extent related to any of Buyer’s Assumed Obligations, claims of Seller for refund of or loss carry forwards with respect to: (a) production, windfall profit, severance, ad valorem or any other Taxes attributable to any period prior to the Effective Time; (b) income or franchise taxes; and (c) any taxes attributable to the Excluded Assets;
1.2.7 except to the extent there is any directly related adjustment to the Purchase Price or to the extent related to any of Buyer’s Assumed Obligations, all deposits, cash, checks in process of collection, cash equivalents, accounts and notes receivable and other funds attributable to any periods before the Effective Time, and security or other deposits made with third parties prior to the Effective Time;
1.2.8 data and other information that cannot be disclosed or assigned to Buyer as a result of confidentiality, anti-assignment or similar arrangements under agreements with persons unaffiliated with Seller; provided that Seller has used its reasonable efforts (which shall not require the payment of money) to cause such confidentiality restrictions to be waived;
1.2.9 any and all files, records, contracts, confidentiality agreements and documents relating to Seller’s efforts to sell any portion of the Property (or any other discussions or negotiations regarding the sale or other disposition of any portion of the Property), including, without limitation, any research, valuation or pricing information prepared by Seller and/or its consultants in connection therewith, and any bids or other information received in connection therewith and information and correspondence in connection therewith;
1.2.10 except to the extent there is any directly related adjustment to the Purchase Price or to the extent related to any of Buyer’s Assumed Obligations, all proceeds, benefits, income or revenues with respect to the Property attributable to periods prior to the Effective Time;
1.2.11 all claims, rights and causes of action in favor of Seller arising, occurring or existing prior to the Effective Time with respect to the Property or production from the Property (including, without limitation, any and all royalties, contract rights, insurance 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 Time), in each case, to the extent, and only to the extent, such claims, rights and causes of action relate to the Seller’s Retained Obligations and/or Claims for which Seller must indemnify Buyer hereunder;
1.2.12 all: (a) personal computer equipment and photocopy machines, wherever located; (b) leased vehicles and equipment for which Buyer does not assume the applicable lease under this Agreement; and (c) third-Person equipment and property located on or used in connection with the Property, including, without limitation, contractor equipment; and
1.2.13 any portion of the Property that is retained by Seller or otherwise excluded from the Property to be acquired by Buyer pursuant to the transactions contemplated in this Agreement, in each case, as expressly provided pursuant to the terms of this Agreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Exclusions from the Property. Notwithstanding any other provision of this Agreement to the contrary, the The Conoco Property to be conveyed and assigned under this Agreement does not include the following, all of which are reserved by Seller following property (collectively, the “"Excluded Assets”Property"):
1.2.1 to the extent not assignable without the payment of money or the securing of a licensor’s consent or which cannot be disclosed to a third Person pursuant to the terms of an applicable agreement (provided that Seller shall use commercially reasonable efforts (which shall not include the payment of money) to seek consent from any such licensor or under any such agreement) all (a) unless the parties otherwise agree in writing and enter into a separate data license agreement, (i) seismic, geological, geochemical, or geophysical data (including cores and other physical samples or materials from wellx xx tests) belonging to Conoco or licensed from third parties, and (ii) interpretations of seismic, geological, geochemical or geophysical data licensed by Seller belonging to Conoco or licensed from a third Person and (b) interpretations or derivative information of such seismic, geological, geochemical or geophysical data;
1.2.2 Seller’s intellectual property used in developing or operating the Property, including, without limitation, proprietary computer software, computer software licensed from third parties, patents, pending patent applications, trade secrets, copyrights, names, marks and logos;
1.2.3 Seller’s (b) Conoco's right, title and interest in any agreements, unitization agreements, operating agreements, processing agreements, transportation agreements, production sale agreements, leases, permits, rights-of-way, easements, licenses, options and orders related to the Conoco Property, to the extent (i) they are attributable and allocable to rights and interests retained by Conoco, (ii) they are non-transferrable, or (iii) they are listed as excluded from the Conoco Property in Exhibit D;
(c) Conoco's corporate, financialfinancial and tax records, accounting and Tax (other than Asset Tax) records and legal files (except title opinions, abstracts and any other muniments of title)records or information that Conoco considers proprietary or confidential, except that Seller Conoco will provide Buyer, upon reasonable request, with Michxxx xxxh copies of the pertinent portions of any Tax tax records that are necessary for Buyer’s Michael's ownership, administration or operation of the Property;
1.2.4 any of (a) Seller’s proprietary or confidential records or information related to Seller’s business generally (including, without limitation, employee information, internal valuation data, future work plans, business plans, transaction proposals and related information and correspondence, business studies and bids) and (b) documents of Seller protected by any attorney-client privilege (other than title opinions);
1.2.5 except to the extent there is any directly related adjustment to the Purchase Price or to the extent related to any of Buyer’s Assumed Obligations, trade credits and rebates from contractors, vendors and co-owners (including unpaid joint interest xxxxxxxx) and adjustments or refunds attributable to Seller’s interest in the Conoco Property that relate to any period before after the Effective Time, including, without limitation, any imbalances attributable to the Property downstream of the Property or at gas processing plants and associated make-up or cash settlement rights, transportation Tax credits and refunds, tariff refunds, take-or-pay claims, insurance premium adjustments and audit adjustments under the Related Contracts;
1.2.6 except to the extent there is any directly related adjustment to the Purchase Price or to the extent related to any of Buyer’s Assumed Obligations, (d) claims of Seller Conoco for refund of or loss carry forwards with respect to: to (ai) production, windfall profit, severance, ad valorem or any other Taxes taxes attributable to any period prior to the Effective Time; , (bii) income or franchise taxes; and , or (ciii) any taxes attributable to the Excluded Assetsexcluded items described in this Section 2;
1.2.7 except (e) all proceeds (including proceeds held in suspense or escrow), benefits, income or revenues attributable to (i) the sale of hydrocarbon production from the Conoco Property prior to the extent there is any directly related adjustment Effective Time, (ii) the sale of natural gas liquids extracted from hydrocarbons produced and saved from the Conoco Property prior to the Purchase Price Effective Time, or to (iii) the extent related to any other excluded items described in this Section 2;
(f) claims and causes of Buyer’s Assumed Obligationsaction arising from acts, all depositsomissions or events, cash, checks in process or damage or destruction of collection, cash equivalents, accounts and notes receivable and other funds attributable to any periods the Conoco Property before the Effective Time, and security all rights, titles, claims and interests of Conoco (i) under any policy or other deposits made with third parties prior agreement of insurance or indemnity, (ii) under any bond or letter of credit, or (iii) to the Effective Timeany insurance or condemnation proceeds or awards;
1.2.8 data and other information that cannot be disclosed or assigned to Buyer as a result of confidentiality(g) all rights, anti-assignment or similar arrangements under agreements with persons unaffiliated with Seller; provided that Seller has used its reasonable efforts (which shall not require the payment of money) to cause such confidentiality restrictions to be waived;
1.2.9 any and all files, records, contracts, confidentiality agreements and documents relating to Seller’s efforts to sell any portion of the Property (or any other discussions or negotiations regarding the sale or other disposition of any portion of the Property), including, without limitation, any research, valuation or pricing information prepared by Seller and/or its consultants in connection therewith, and any bids or other information received in connection therewith and information and correspondence in connection therewith;
1.2.10 except to the extent there is any directly related adjustment to the Purchase Price or to the extent related to any of Buyer’s Assumed Obligations, all proceedsobligations, benefits, income or revenues with respect awards, judgments, and settlements, if any, applicable to the Property attributable to periods prior to the Effective Time;
1.2.11 all claimspending and potential litigation, rights claims and causes of action proceedings listed in favor of Seller arising, occurring or existing prior to the Effective Time with respect to the Property or production from the Property (including, without limitation, any and all royalties, contract rights, insurance 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 Time), in each case, to the extent, and only to the extent, such claims, rights and causes of action relate to the Seller’s Retained Obligations and/or Claims Exhibit E for which Seller must indemnify Buyer hereunder;Conoco retains responsibility after Closing; and
1.2.12 all: (ah) personal computer equipment and photocopy machinesany pipelines, wherever located; (b) leased vehicles facilities and equipment for which Buyer does not assume the applicable lease under this Agreement; and (c) third-Person equipment and property located on the Leases or South Callxxxxx Xxxch Lands that are not used or held for use in connection with the Property, including, without limitation, contractor equipment; and
1.2.13 any portion development or operation of the Conoco Property that is retained by Seller or otherwise excluded the production of hydrocarbons from the Property to be acquired by Buyer pursuant to the transactions contemplated in this Agreement, in each case, as expressly provided pursuant to the terms of this AgreementConoco Property.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Michael Petroleum Corp)
Exclusions from the Property. Notwithstanding any other provision of this Agreement to the contrary, the The Property to be conveyed and assigned under this Agreement does not include the following, all of which are reserved by Seller ASSIGNOR (collectively, the “Excluded Assets”):
1.2.1 to the extent not assignable without the payment of money or the securing of a licensor’s consent or which cannot be disclosed to a third Person pursuant Subject to the terms and conditions of an applicable agreement (provided that Seller shall use commercially reasonable efforts (which shall not include Section 7.5 and the payment of money) Data License to seek consent from any such licensor or under any such agreement) be executed at Closing, all (a) seismic, geological, geochemical geochemical, or geophysical data (including cores and other physical samples or materials from xxxxx or tests) belonging to ASSIGNOR or licensed by Seller or licensed ASSIGNOR from a third Person parties, and (b) interpretations or derivative information of such seismic, geological, geochemical or geophysical datadata belonging to ASSIGNOR or licensed from third parties;
1.2.2 SellerASSIGNOR’s intellectual property used in developing or operating the Property, including, including without limitation, proprietary computer software, computer software licensed from third parties, patents, pending patent applications, trade secrets, copyrights, names, marks and logos;
1.2.3 SellerASSIGNOR’s right, title and interest in easements, rights-of-way, licenses, permits, servitudes, surface leases, surface use agreements, and similar rights, obligations and interests, to the extent they are attributable and allocable to rights and interests retained by ASSIGNOR (if any);
1.2.4 ASSIGNOR’s corporate, financialfinancial and tax records, accounting and Tax (other than Asset Tax) records and legal files (except title opinions, abstracts and other muniments of title), except that Seller ASSIGNOR will provide Buyer, upon reasonable request, ASSIGNEE with copies of the pertinent portions of any Tax tax records that are necessary for BuyerASSIGNEE’s ownership, administration or operation of the Property;
1.2.4 1.2.5 Notwithstanding any other provision of this Agreement to the contrary, any of (a) SellerASSIGNOR’s proprietary confidential personnel, interpretative, or confidential strategic documents, records or information related to Seller’s business generally (including, including without limitation, employee information, internal valuation data, reservoir and field studies, environmental studies, future work plans, business plans, reserve reports, transaction proposals and related information and correspondence, business studies studies, bids and bids) and (b) documents of Seller protected by any attorney-client privilege privilege), or which ASSIGNOR cannot legally provide to ASSIGNEE because of third party restrictions (other than title opinionsafter using commercially reasonable efforts to obtain any consents);
1.2.5 except to the extent there is any directly related adjustment to the Purchase Price or to the extent related to any of Buyer’s Assumed Obligations, trade 1.2.6 Trade credits and rebates from contractors, vendors and co-owners (including unpaid joint interest xxxxxxxx) ), and adjustments or refunds attributable to SellerASSIGNOR’s interest in the Property that relate to any period before the Effective TimeDate, including, including without limitation, any imbalances attributable to the Property downstream of the Property or at gas processing plants and associated make-up or cash settlement rights, transportation Tax tax credits and refunds, tariff refunds, take-or-pay claims, insurance premium adjustments adjustments, and audit adjustments under the Related Contracts;
1.2.6 except to the extent there is any directly related adjustment to the Purchase Price or to the extent related to any 1.2.7 Claims of Buyer’s Assumed Obligations, claims of Seller ASSIGNOR for refund of or loss carry forwards with respect to: to (a) production, windfall profit, severance, ad valorem or any other Taxes taxes attributable to any period prior to the Effective Time; Date, (b) income or franchise taxes; taxes and (c) any taxes attributable to the Excluded Assetsexcluded items described in this Section 1.2;
1.2.7 except 1.2.8 Except suspense accounts paid to the extent there is any directly related adjustment ASSIGNEE pursuant to the Purchase Price or to the extent related to any of Buyer’s Assumed ObligationsSection 11.6, all deposits, cash, checks in process of collection, cash equivalents, accounts and notes receivable and other funds attributable to any periods before the Effective TimeDate, and security or other deposits made with third parties prior to the Effective Time;
1.2.8 data and other information that cannot be disclosed or assigned to Buyer as a result of confidentiality, anti-assignment or similar arrangements under agreements with persons unaffiliated with Seller; provided that Seller has used its reasonable efforts (which shall not require the payment of money) to cause such confidentiality restrictions to be waivedDate;
1.2.9 any and all files, records, contracts, confidentiality agreements and documents relating to Seller’s efforts to sell any portion of the Property (or any other discussions or negotiations regarding the sale or other disposition of any portion of the Property), including, without limitation, any research, valuation or pricing information prepared by Seller and/or its consultants in connection therewith, and any bids or other information received in connection therewith and information and correspondence in connection therewith;
1.2.10 except to the extent there is any directly related adjustment to the Purchase Price or to the extent related to any of Buyer’s Assumed Obligations, all All proceeds, benefits, income or revenues with respect to the Property attributable to periods prior to the Effective TimeDate;
1.2.10 All Claims arising from acts, omissions or events, or damage to or destruction of the Property before the Effective Date, and all related rights, titles, claims and interests of ASSIGNOR (a) under any policy or agreement of insurance or indemnity, (b) under any bond or letter of credit, or (c) to any insurance or condemnation proceeds or awards;
1.2.11 all claims, All rights and causes of action in favor of Seller arising, occurring or existing prior obligations applicable to the Effective Time with respect matters listed under the section of Exhibit C entitled “ASSIGNOR’s Responsibility”;
1.2.12 All contracts for procurement of goods and services related to the Property (except for those support service contracts specifically listed as part of the Related Contracts in Exhibit A);
1.2.13 All swap, futures, or production from the Property (including, without limitation, any and all royalties, contract rights, insurance claims, receivables, revenues, recoupment rights, recovery rights, accounting adjustments, mispayments, erroneous payments derivative contracts backed by or other claims of any nature in favor of Seller and relating and accruing to any time period prior related to the Effective Time), in each case, to the extent, and only to the extent, such claims, rights and causes of action relate to the Seller’s Retained Obligations and/or Claims for which Seller must indemnify Buyer hereunderHydrocarbons;
1.2.12 all: (a) Pipelines, equipment and other facilities located on the Leases, the Units, or the Permits and Easements that are not associated with or used (or have never been used) in connection with the Leases or the Units; (i) any equipment, materials spare parts, tools and other personal property that may have been previously used on the Leases, the Units or the Permits and Easements, but is, as of the date of this Agreement, presently stored or warehoused at an ASSIGNOR or third party site not located on the Property; and (ii) any gas processing plants or their associated facilities, pipelines and gathering lines, wherever located, other than as may be described in Exhibit A (such assets include, but are not limited to, those identified on Exhibit O);
1.2.15 Other than as may be described in Exhibit A, (a) radio towers, remote terminal units, all SCADA equipment that is associated with locations other than the Property, personal computer equipment, communication equipment (including licensed and unlicensed radios located on the Leases), and photocopy machines, wherever located; , (b) all leased vehicles and equipment for which Buyer ASSIGNEE does not assume the applicable lease under in connection with this Agreement; , and (c) third-Person all third party equipment and property located on or used in connection with the Property, includingincluding without limitation contractor equipment (such assets include, without limitationbut are not limited to, contractor equipmentthose identified on Exhibit O);
1.2.16 ASSIGNOR’s rights under any existing contracts providing for the gathering, compression, treating, transportation, processing or sales of oil or gas produced from the Leases or Xxxxx, other than the Related Contracts (ASSIGNEE will need to make its own arrangements for these matters with respect to its production from the Leases); and
1.2.13 1.2.17 ASSIGNOR’s interests, rights, benefits and obligations to any portion of the Property that is retained by Seller or otherwise excluded from the Property to be acquired by Buyer pursuant and all emission capture and trade credits and allowances attributable to the transactions contemplated in this Agreement, in each case, as expressly provided pursuant to the terms of this AgreementProperty.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Denbury Resources Inc)
