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958246 06/16/2021 09:16:47 AM Page 4 of 132 <br /> Jean Alberico, Garfield County, Colorado <br /> Rec Fee: $668.00 Doc Fee: $0.00 eRecorded <br /> Section 1.2 Excluded Assets. "Excluded Assets" shall mean: <br /> (a) all of Assignor's corporate minute books, financial records and other <br /> business records that relate to Assignor's business generally (including the ownership and <br /> operation of the Assets), <br /> (b) all accounts, trade credits, accounts receivable, and all other proceeds, <br /> income or revenues attributable to the Assets with respect to any period of time prior to the <br /> Effective Time, <br /> (c) all claims and causes of action or manufacturer's and contractor's <br /> warranties and other rights of Assignor arising under or with respect to any Existing Contracts that <br /> are attributable to the periods of time prior to the Effective Time, except to the extent related to <br /> the Assumed Obligations; <br /> (d) all rights and interests of Assignor (i) under any policy or agreement of <br /> insurance, (ii)under any bond or(iii) to any insurance or condemnation proceeds or awards; <br /> (e) except to the extent there is an upward adjustment to the Purchase Price, all <br /> Hydrocarbons produced and sold from the Assets with respect to all periods prior to the Effective <br /> Time; <br /> (f) any claim, right or interest of Assignor in or to any refunds or loss carry <br /> forwards, together with any interest due thereon or penalty rebate arising therefrom, with respect <br /> to any and all Seller Taxes;proWded, howeier, that Assignee shall be entitled to claim and retain <br /> the benefits of any Identified Tax Credits and shall not be required to refund to Assignor, or make <br /> any other payment to Assignor with respect to, the amount any benefit derived from any Identified <br /> Tax Credits; <br /> (g) all personal computers and associated peripherals and all telephone <br /> equipment except and unless located on any of the Wells or facilities to be assigned, <br /> (h) except for copies of(i) title opinions and (ii) those records related to the <br /> Assumed Obligations, all documents and instruments of Assignor that may be protected by an <br /> attorney-client or other privilege; <br /> (i) all data that cannot be disclosed to Assignee as a result of confidentiality <br /> arrangements under agreements with Third Parties (proi,ided that Assignor has used its <br /> commercially reasonable efforts to cause such confidentiality restrictions to be waived); <br /> 0) all audit rights arising under any of the Existing Contracts or otherwise with <br /> respect to any Excluded Assets or any period of time prior to the Effective Time, except to the <br /> extent related to Assumed Obligations, <br /> (k) all geophysical and other seismic and related technical data and information <br /> relating to the Assets that cannot be transferred due to restrictions with Third Parties without <br /> payment of a fee or other penalty (unless Assignee agrees to, and does, pay such fees and <br /> penalties); <br /> 4 <br />