2018-04-09_REVISION - M2007067 ‎(6)‎

• Permit No: M2007067
• IBM Index Class Name: REVISION
• Doc Date: 4/9/2018
• Doc Name: Application
• From: Caerus/Marathon
• To: DRMS
• Type & Sequence: SO1
• Email Name: ACY
• Media Type: D
• Archive: No

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