EQUIPMENT AND (IV) COMMUNICATIONS LICENSES GRANTED BY THE FEDERAL
COMMUNICATIONS COMMISSION OR OTHER GOVERNMENTAL AGENCY (SUBJECT TO SUCH
EXCLUSIONS, THE "EQUIPMENT");
(G)
HYDROCARBONS PRODUCED FROM OR ATTRIBUTABLE TO THE PROPERTIES FROM AND
AFTER THE EFFECTIVE TIME AND ALL OIL, GAS, CONDENSATE AND IMBALANCES WITH
CO-OWNERS AND WITH PIPELINES AND ALL MAKE-UP RIGHTS WITH RESPECT TO TAKE-OR-PAY
PAYMENTS; AND
(H)
TO THE EXTENT TRANSFERABLE, COPIES ALL LEASE FILES; LAND FILES; WELL
FILES; GAS AND OIL SALES CONTRACT FILES; GAS PROCESSING FILES; DIVISION ORDER
FILES; ABSTRACTS; TITLE OPINIONS; LAND SURVEYS; AND NON-CONFIDENTIAL LOGS
RELATED TO THE ASSETS LISTED ABOVE IN SUBSECTIONS (A)-(G), INCLUSIVE, BUT
EXCLUDING (I) ANY BOOKS, RECORDS, DATA, FILES, MAPS AND ACCOUNTING RECORDS TO
THE EXTENT DISCLOSURE OR TRANSFER IS RESTRICTED BY THIRD-PARTY AGREEMENT OR
APPLICABLE LAW AND THE NECESSARY CONSENTS TO TRANSFER ARE NOT OBTAINED PURSUANT
TO SECTION 7.9, (II) PROPRIETARY ENGINEERING DATA, MAPS AND RESERVE STUDIES,
(III) COMPUTER SOFTWARE, (IV) WORK PRODUCT OF SELLER'S LEGAL COUNSEL (OTHER THAN
TITLE OPINIONS), (V) RECORDS AND DOCUMENTS RELATING TO THE NEGOTIATION AND
CONSUMMATION OF THE SALE OF THE ASSETS AND (VI) CORPORATE, FINANCIAL, INCOME AND
FRANCHISE TAX AND LEGAL RECORDS OF SELLER THAT RELATE TO SELLER'S BUSINESS
GENERALLY (WHETHER OR NOT RELATING TO THE ASSETS) (SUBJECT TO SUCH EXCLUSIONS,
THE "RECORDS"); PROVIDED, HOWEVER, THAT SELLER MAY RETAIN THE ORIGINALS OF SUCH
FILES AND OTHER RECORDS AS SELLER HAS DETERMINED MAY BE REQUIRED FOR LITIGATION,
TAX, ACCOUNTING, AND AUDITING PURPOSES AND PROVIDE PURCHASER WITH COPIES
THEREOF, EXCLUDING, HOWEVER, THE EXCLUDED ASSETS (AS DEFINED IN SECTION 1.3).
SECTION 1.3
EXCLUDED ASSETS.
NOTWITHSTANDING THE FOREGOING, THE
ASSETS SHALL NOT INCLUDE THE FOLLOWING LISTED ITEMS WHICH ARE EXCEPTED AND
RESERVED TO SELLER AND EXCLUDED FROM THIS AGREEMENT (COLLECTIVELY, THE "EXCLUDED
ASSETS"):
(A)
THE DOCUMENTS, FILES, RECORDS AND INFORMATION EXCLUDED IN 1.2(H)
ABOVE;
(B)
THE EQUIPMENT, MACHINERY, LICENSES, FIXTURES AND OTHER TANGIBLE
PERSONAL PROPERTY EXCLUDED IN 1.2(F) ABOVE;
(C)
ALL RIGHTS TO ANY REFUND OF TAXES OR OTHER COSTS OR EXPENSES BORNE
BY SELLER OR SELLER'S PREDECESSORS IN INTEREST AND TITLE ATTRIBUTABLE TO PERIODS
PRIOR TO THE EFFECTIVE TIME;
(D)
ALL RIGHTS RELATING TO THE EXISTING CLAIMS AND CAUSES OF ACTION
DESCRIBED IN EXHIBIT 5.7 HERETO;
(E)
SELLER'S BONDS, LETTERS OF CREDIT, GUARANTEES, PERMITS AND LICENSES;
(F)
ALL TRADE CREDITS, ACCOUNT RECEIVABLES, NOTE RECEIVABLES,
TAKE-OR-PAY AMOUNTS RECEIVABLE, AND OTHER RECEIVABLES ATTRIBUTABLE TO THE ASSETS
WITH RESPECT TO ANY PERIOD OF TIME PRIOR TO THE EFFECTIVE TIME;
7
(G)
ALL SEISMIC, GEOLOGICAL, AND GEOPHYSICAL DATA COVERING THE
PROPERTIES; AND
(H)
ALL SURFACE ESTATE FEE LOCATED ON THE PROPERTIES, INCLUDING, WITHOUT
LIMITATION, ALL BUILDINGS, STRUCTURES, AND IMPROVEMENTS LOCATED ON THE SURFACE
ESTATE FEE.
(I)
ALL OTHER ITEMS LISTED IN EXHIBIT 1.3.
SECTION 1.4
EFFECTIVE TIME.
SELLER SHALL TRANSFER POSSESSION OF THE
ASSETS TO PURCHASER AT THE CLOSING, BUT THE EFFECTIVE TIME OF THE TRANSFER OF
THE ASSETS SHALL BE JANUARY 1, 2007, AT 12:01 A.M., LOCAL TIME AT THE LOCATION
OF THE PROPERTIES (THE "EFFECTIVE TIME").
SECTION 1.5
DELIVERY AND MAINTENANCE OF RECORDS.
SELLER SHALL
DELIVER COPIES