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899496 11/03/2017 01:14:15 PM Page 12 of 44 <br />Jean Alberico, Garfield County, Colorado <br />Rec Fee: $228.00 Doc Fee: $0.00 eRecorded <br />well tests, projection and injection records, maps, engineering data and reports, <br />environmental and safety information and records, third -party licenses, operational <br />records, technical records, production and processing records, division order, lease, land <br />and right-of-way files, tax records (other than income tax), authorizations for <br />expenditures (AFEs), production, accounting and operation records (including those <br />reflecting current ownership decks), revenue and joint interest billing account <br />information, Tax records (other than with respect to income, franchise or similar Taxes), <br />and contract files (including Material Contracts, Second Closing Leases and Contracts <br />that constitute part of the Second Closing Assets). <br />"Representatives" means the directors, officers, partners, members, managers, <br />employees, agents, or advisors (including attorneys, accountants, consultants, bankers, <br />financial advisors, and any representatives of those advisors) of a Person. <br />"Retained Obligations" means all obligations and liabilities with respect to: <br />(a) any Taxes for which Assignor is liable in accordance with Section 6.7 of <br />the Purchase Agreement; <br />(b) any employee matters for which Assignor is liable in accordance with <br />Section 14 of the Purchase Agreement; <br />(c) the Assignor Retained Assets; <br />(d) liability to Third Parties for personal injury or death attributable to <br />Assignor's operation of the Second Closing Assets prior to the Second <br />Closing Date, but not including any such personal injury or death included <br />in Section 11.4(a) of the Purchase Agreement; <br />(e) any offsite disposal of Hazardous Materials arising from or relating to the <br />Second Closing Assets prior to the Effective Date; <br />(f) any Legal Proceedings in relation to the Second Closing Assets to the <br />extent attributable to the period prior to the Effective Date and which are <br />initiated prior to the Closing Date; <br />(g) any underpayment, mis-payment or non-payment of, or other failure to <br />properly pay or account for, Burdens attributable to periods prior to the <br />Effective Date (other than for amounts held in suspense for which the <br />Purchase Price in respect of the Second Closing is adjusted, or due to <br />Assignee's action or inaction); <br />(h) any other obligation or liabilities (including, without limitation, under <br />employment Laws) with respect to current or former Employees or <br />individuals claiming to be an Employee, that arose or relate in any way to <br />any actions or inactions of Assignor or any Affiliate: <br />12 <br />