FILES; GAS PROCESSING FILES; DIVISION ORDER FILES; ABSTRACTS; TITLE
OPINIONS; LAND SURVEYS; LOGS; MAPS; ENGINEERING DATA AND REPORTS; INTERPRETIVE
DATA, TECHNICAL EVALUATIONS AND TECHNICAL OUTPUTS; AND OTHER BOOKS, RECORDS,
DATA, FILES, AND ACCOUNTING RECORDS, IN EACH CASE TO THE EXTENT RELATED TO THE
ASSETS, OR USED OR HELD FOR USE IN CONNECTION WITH THE MAINTENANCE OR OPERATION
THEREOF, BUT EXCLUDING (I) ANY BOOKS, RECORDS, DATA, FILES, LOGS, MAPS,
EVALUATIONS, OUTPUTS, AND ACCOUNTING RECORDS TO THE
2
EXTENT DISCLOSURE OR TRANSFER WOULD RESULT IN A VIOLATION OF APPLICABLE LAW OR
IS RESTRICTED BY ANY TRANSFER REQUIREMENT THAT IS NOT SATISFIED PURSUANT TO
SECTION 7.7, (II) COMPUTER OR COMMUNICATIONS SOFTWARE OR INTELLECTUAL PROPERTY
(INCLUDING TAPES, CODES, DATA AND PROGRAM DOCUMENTATION AND ALL TANGIBLE
MANIFESTATIONS AND TECHNICAL INFORMATION RELATING THERETO), (III)
ATTORNEY-CLIENT PRIVILEGED COMMUNICATIONS AND WORK PRODUCT OF SELLER'S OR ANY OF
ITS AFFILIATES' LEGAL COUNSEL (OTHER THAN TITLE OPINIONS), (IV) RESERVE STUDIES
AND EVALUATIONS, AND (V) RECORDS RELATING TO THE NEGOTIATION AND CONSUMMATION OF
THE SALE OF THE ASSETS (SUBJECT TO SUCH EXCLUSIONS, THE "RECORDS"); PROVIDED,
HOWEVER, THAT SELLER MAY RETAIN THE ORIGINALS OF SUCH RECORDS AS SELLER HAS
REASONABLY DETERMINED MAY BE REQUIRED FOR EXISTING LITIGATION, TAX, ACCOUNTING,
AND AUDITING PURPOSES; AND
(J)
ALL VEHICLES OR VESSELS USED EXCLUSIVELY IN CONNECTION WITH THE
ASSETS.
SECTION 1.3
EXCLUDED ASSETS.
Notwithstanding the foregoing, the Assets shall not include, and there is
excepted, reserved and excluded from the transaction contemplated hereby
(collectively, the "Excluded Assets"):
(A)
EXCEPT TO THE EXTENT NECESSARY TO SATISFY SELLER'S OBLIGATIONS
UNDER SECTION 7.1(B), (I) ALL 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), (II) ALL BOOKS, RECORDS AND FILES THAT RELATE TO
THE EXCLUDED ASSETS, (III) THOSE RECORDS RETAINED BY SELLER PURSUANT TO SECTION
1.2(I) AND (IV) COPIES OF ANY OTHER RECORDS RETAINED BY SELLER PURSUANT TO
SECTION 1.5;
(B)
SUBJECT TO THE SEISMIC LICENSE, ALL GEOLOGICAL AND GEOPHYSICAL
DATA (INCLUDING ALL SEISMIC DATA, INCLUDING REPROCESSED DATA), RESERVE
ESTIMATES, ECONOMIC ESTIMATES, AND, TO THE EXTENT EXCLUDED FROM SECTION 1.2(I),
ALL LOGS, INTERPRETIVE DATA, TECHNICAL EVALUATIONS AND TECHNICAL OUTPUTS;
(C)
ALL RIGHTS TO ANY REFUND RELATED TO THE EXCLUDED SELLER
OBLIGATIONS OR 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)
SELLER'S AREA-WIDE BONDS, PERMITS AND LICENSES OR OTHER PERMITS,
LICENSES OR AUTHORIZATIONS USED IN THE CONDUCT OF SELLER'S BUSINESS GENERALLY;
(E)
THOSE ITEMS LISTED IN SCHEDULE 1.3(E);
(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;
(G)
ALL CLAIMS AND CAUSES OF ACTION DESCRIBED IN SCHEDULE 5.7;
(H)
EXCEPT TO THE EXTENT SPECIFICALLY PROVIDED IN SECTION 1.2(J), ALL
RIGHT, TITLE AND INTEREST OF SELLER IN AND TO VEHICLES OR VESSELS USED IN
CONNECTION WITH THE ASSETS;
(I)
ALL RIGHTS, TITLES, CLAIMS AND INTERESTS OF SELLER