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899496 11/03/2017 01:14:15 PM Page 7 of 44 <br />Jean Alberico, Garfield County, Colorado <br />Rec Fee: $228.00 Doc Fee: $0.00 eRecorded <br />as part of the Second Closing Assets or for which Assignor is required to <br />provide indemnification to Assignee under the Purchase Agreement, <br />except, in each case, to the extent relating to an Assumed Obligation; <br />(d) any joint venture audits to the extent such audits relate to the Second <br />Closing Assets prior to the Effective Date; <br />(e) all rights and interests of Assignor or its Affiliates (to extent such rights <br />and interests are not expressly included as part of the Second Closing <br />Assets or relate to an Assumed Obligation): <br />(i) under any indemnity agreement; or <br />(ii) to any condemnation proceeds or awards; <br />(f) all rights and interests of Assignor or its Affiliates under any bond or <br />similar instrument; <br />(g) any Debt Instruments or Hedge Contracts in respect of the Second Closing <br />Assets to which Assignor or its Affiliate is bound; <br />(h) any Contracts between Assignor and its Affiliate that relate to, or are <br />binding on, the Second Closing Assets; <br />(i) any Taxes, Tax refunds or Tax carry -forward amounts attributable to the <br />Second Closing Assets prior to the Effective Date or to Assignor's <br />business generally; <br />(j) all of Assignor's proprietary or licensed computer software, patents, trade <br />secrets, copyrights, names, trademarks, logos and other intellectual <br />property; <br />(k) all geological, geophysical and other seismic and related technical data <br />and information not included in the Second Closing Assets; <br />(1) all Third Party geological, geophysical and other seismic data to the extent <br />transferable with penalty or payment for which Assignee has not paid or <br />agreed to pay such penalties or payments; <br />(m) all data that cannot be disclosed to Assignee as a result of confidentiality <br />arrangements under Contracts with Third Parties for which consent to such <br />disclosure has not been obtained; <br />(n) all property, rights and assets of Assignor not included within the <br />definition of Second Closing Assets; <br />(o) the Inventory; and <br />7 <br />