THE ASSETS, BUT EXCLUDING WITHOUT LIMITATION LIABILITIES, LOSSES,
COSTS, AND EXPENSES ATTRIBUTABLE TO (I) CLAIMS FOR PERSONAL INJURY OR DEATH,
PROPERTY DAMAGE OR VIOLATION OF ANY LAW, (II) OBLIGATIONS TO PLUG WELLS OR
DISMANTLE, ABANDON AND SALVAGE FACILITIES, (III) OBLIGATIONS TO REMEDIATE ANY
CONTAMINATION OF GROUNDWATER, SURFACE WATER, SOIL, EQUIPMENT OR PIPELINES UNDER
APPLICABLE ENVIRONMENTAL LAWS, (IV) OBLIGATIONS TO FURNISH MAKE-UP GAS ACCORDING
TO THE TERMS OF APPLICABLE GAS SALES, GATHERING OR TRANSPORTATION CONTRACTS, (V)
GAS BALANCING OBLIGATIONS AND (VI) OBLIGATIONS TO PAY WORKING INTERESTS,
ROYALTIES, OVERRIDING ROYALTIES OR OTHER INTERESTS HELD IN SUSPENSE, ALL OF
WHICH ARE ADDRESSED IN ARTICLE 11 OR ELSEWHERE IN THIS AGREEMENT.
FOR PURPOSES
OF THIS SECTION 1.4, DETERMINATION OF WHETHER PROPERTY COSTS ARE ATTRIBUTABLE TO
THE PERIOD BEFORE OR AFTER THE EFFECTIVE TIME SHALL BE BASED ON WHEN SERVICES
ARE RENDERED, WHEN THE GOODS ARE DELIVERED, OR WHEN THE WORK IS PERFORMED.
FOR
CLARIFICATION, THE DATE AN ITEM OR WORK IS ORDERED IS NOT THE DATE OF A
PRE-EFFECTIVE TIME TRANSACTION FOR SETTLEMENT PURPOSES, BUT
4
RATHER THE DATE ON WHICH THE ITEM ORDERED IS DELIVERED TO THE JOB SITE, OR THE
DATE ON WHICH THE WORK ORDERED IS PERFORMED, SHALL BE THE RELEVANT DATE.
FOR
PURPOSES OF ALLOCATING HYDROCARBON PRODUCTION (AND ACCOUNTS RECEIVABLE WITH
RESPECT THERETO), UNDER THIS
SECTION 1.4, (I) LIQUID HYDROCARBONS SHALL BE
DEEMED TO BE "FROM OR ATTRIBUTABLE TO" THE PROPERTIES WHEN THEY ARE PLACED INTO
THE STORAGE FACILITIES AND (II) GASEOUS HYDROCARBONS SHALL BE DEEMED TO BE "FROM
OR ATTRIBUTABLE TO" THE PROPERTIES WHEN THEY PASS THROUGH THE DELIVERY POINT
SALES METERS ON THE PIPELINES THROUGH WHICH THEY ARE TRANSPORTED. SELLER SHALL
UTILIZE REASONABLE INTERPOLATIVE PROCEDURES TO ARRIVE AT AN ALLOCATION OF
HYDROCARBON PRODUCTION WHEN EXACT METER READINGS OR GAUGING AND STRAPPING DATA
IS NOT AVAILABLE. SELLER SHALL PROVIDE TO PURCHASER, NO LATER THAN THREE (3)
BUSINESS DAYS PRIOR TO CLOSING, ALL DATA NECESSARY TO SUPPORT ANY ESTIMATED
ALLOCATION, FOR PURPOSES OF ESTABLISHING THE ADJUSTMENT TO THE PURCHASE PRICE
PURSUANT TO SECTION 2.2 HEREOF THAT WILL BE USED TO DETERMINE THE CLOSING
PAYMENT.
PROPERTY COSTS THAT ARE PAID PERIODICALLY SHALL BE PRORATED BASED ON
THE NUMBER OF DAYS IN THE APPLICABLE PERIOD FALLING BEFORE AND THE NUMBER OF
DAYS IN THE APPLICABLE PERIOD FALLING AT OR AFTER THE EFFECTIVE TIME, EXCEPT
THAT HYDROCARBON PRODUCTION, SEVERANCE AND SIMILAR TAXES SHALL BE PRORATED BASED
ON THE NUMBER OF UNITS ACTUALLY PRODUCED, PURCHASED OR SOLD OR PROCEEDS OF SALE,
AS APPLICABLE, BEFORE, AND AT OR AFTER, THE EFFECTIVE TIME. IN EACH CASE,
PURCHASER SHALL BE RESPONSIBLE FOR THE PORTION ALLOCATED TO THE PERIOD AT AND
AFTER THE EFFECTIVE TIME AND SELLER SHALL BE RESPONSIBLE FOR THE PORTION
ALLOCATED TO THE PERIOD BEFORE THE EFFECTIVE TIME.
SECTION 1.5
DELIVERY AND MAINTENANCE OF RECORDS.
Seller, at Seller's sole cost and expense, shall deliver the Records (FOB
Seller's office) to Purchaser within thirty (30) days following Closing;
provided, however, that Seller shall be entitled to retain those original
Records necessary to comply with its