Common use of Exclusions and Reservations Clause in Contracts

Exclusions and Reservations. Specifically excepted and reserved from the transactions are the following, hereinafter referred to as the “Excluded Assets”: (a) Seller’s proprietary data, reserve estimates and reports, economic analyses, computer programs and applications, pricing forecasts, legal files and legal opinions (except abstracts of title, title opinions, certificates of title, or title curative documents), attorney-client communications, attorney work product, and records and documents subject to confidentiality provisions, claims of privilege or other restrictions on access. (b) All of Seller’s separate proprietary software and derivatives therefrom, data licensing agreements and seismic licenses between Seller and third parties, if any, and any and all geologic/geophysical interpretations and proprietary or licensed raw or processed geophysical data (including magnetic tapes, field notes, seismic lines, analyses and similar data or information). (c) Except as may be expressly provided otherwise in this Agreement, all rights and claims arising, occurring, or existing in favor of Seller prior to the Effective Date including, but not limited to, any and all contract rights, claims, penalties, receivables, revenues, recoupment rights, recovery rights, accounting adjustments, mispayments, erroneous payments, personal injury, property damage, royalty and other rights and claims of any nature in favor of Seller relating to any time period prior to the Effective Date, to the extent, and only to the extent, that such claims, rights and other matters do not cause an impairment in the value of the Assets to occur after the Effective Date. (d) All corporate, financial, and tax records of Seller; however, upon receipt by Seller of a written request from Buyer indicating its desire to obtain copies, and the purpose for same, Seller shall provide Buyer, at Buyer’s sole cost and expense, copies of any financial and tax records, other than income tax records, which directly relate, in the opinion of Seller, to the Assets, or which are necessary for Buyer’s ownership, administration, or operation of the Assets. (e) To the extent, and only to the extent, that such claims, rights and other matters do not cause an impairment in the value of the Assets to occur after the Effective Date, all rights, titles, claims and interests of Seller related to the Assets for all periods prior to the Effective Date (i) under any policy or agreement of insurance or indemnity, (ii) under any bond, or (iii) to any insurance or condemnation proceeds or awards. (f) All Hydrocarbons produced from or attributable to Seller’s interest in the Assets with respect to all periods prior to the Effective Date, together with all proceeds from and rights relating to the sale of such Hydrocarbons. (g) Claims of Seller for any refund of or loss carry forwards with respect to (i) production, windfall profit, severance, ad valorem or any other taxes attributable to the Assets, and (ii) income, occupational or franchise taxes, for any period prior to the Effective Date. (h) Subject to the terms hereof, all monies, proceeds, benefits, receipts, credits, income or revenues (and any security or other deposits made) attributable to the Assets or the operation thereof prior to the Effective Date, specifically including, without limitation, amounts recoverable from audits under operating agreements and any overpayments of royalties. (i) All amounts due or payable to Seller as adjustments to insurance premiums related to the Assets for all periods prior to the Effective Date. (j) All of Seller’s intellectual property rights, patents, trade secrets, copyrights, names, marks and logos. (k) All rights, obligations, benefits, awards, judgments, settlements, if any, applicable to any litigation pending in which Seller is a named claimant or plaintiff or holds beneficial rights or interests, to the extent related to periods prior to the Effective Date, to the extent, and only to the extent, that such claims, rights and other matters do not cause an impairment in the value of the Assets to occur after the Effective Date. (1) Seller’s master service agreements and charter party agreements, storage or warehouse agreements, supplier contracts, service contracts, insurance contracts, and construction agreements. (m) All telecommunication and communications equipment and services, Wide Area Radio System (“WARS”) control stations, remote terminal units, SCADA software, and proprietary software, unless otherwise specifically identified as being included on the attached Schedule 1.3. (n) All fixtures, facilities, pipe lines or gathering lines owned by Chevron Pipe Line Company or any other division of Seller or subsidiary of ChevronTexaco Corporation. (o) The vehicles, boats, tools, emergency medical response supplies (including but not limited to automated external defibulators, oxygen and combi tubes), identified surplus equipment and any other assets specifically identified as excluded or retained on any of the Exhibits attached to this Agreement, including those described on Schedule 1.3. (p) All third party owned equipment and property located on or used in connection with the Assets, including, without limitation, contractor equipment and leased equipment. (q) All real and personal property located on or previously located on the site of the Aneth Plant as described in Schedule 1.3(q) (“Aneth Plant Site”), but expressly excluding from the Aneth Plant Site the Aneth Compressor and Gathering Site described in Schedule 1.1(h) which 24.26 acre parcel Buyer will acquire as provided in Section 1.1(h) above.

Exclusions and Reservations. Specifically excepted and reserved from the transactions are the following, hereinafter referred to as the “Excluded Assets”: (a) Seller’s proprietary data, reserve estimates and reports, economic analyses, computer programs and applications, pricing forecasts, legal files and legal opinions (except abstracts of title, title opinions, certificates of title, or title curative documents), attorney-client communications, attorney work product, and records and documents subject to confidentiality provisions, claims of privilege or other restrictions on access. (b) All of Seller’s separate proprietary software and derivatives therefrom, data licensing agreements and seismic licenses between Seller and third parties, if any, and any therefrom and all geologic/seismic/geophysical interpretations and proprietary or licensed raw or processed geophysical data (including magnetic tapes, field notes, seismic lines, analyses and similar data or information)interpretations. (c) Except as may be expressly provided otherwise in this Agreement, all All rights and claims arising, occurring, or existing in favor of Seller prior to the Effective Date including, but not limited to, any and all contract rights, claims, penalties, receivables, revenues, recoupment rights, recovery rights, accounting adjustments, mispayments, erroneous payments, personal injury, property damage, royalty and other rights and claims of any nature in favor of Seller relating to any time period prior to the Effective Date, to the extent, and only to the extent, that such claims, rights and other matters do not cause an impairment in the ownership, operation or value of the Assets to occur after the Effective Date, and other than any back in or other reversionary interests in the Assets. (d) All corporate, financial, and tax records of Seller; however, upon receipt by Seller of a written request from Buyer indicating its desire to obtain copies, and the purpose for same, Seller shall provide Buyer, at Buyer’s sole cost and expense, copies of any financial and tax records, other than income tax records, which directly relate, in the reasonable opinion of Seller, to the Assets, or which are necessary for Buyer’s ownership, administration, or operation of the Assets. (e) To the extent, and only to the extent, that such claims, rights and other matters do not cause an impairment in the ownership, operation or value of the Assets to occur after the Effective Date, all rights, titles, claims and interests of Seller related to the Assets for all periods prior to the Effective Date (i) under any policy or agreement of insurance or indemnity, ; (ii) under any bond, ; or (iii) to any insurance or condemnation proceeds or awards. (f) All Hydrocarbons produced from or attributable to Seller’s interest in the Assets with respect to all periods prior to the Effective Date, together with all proceeds from and rights relating to the sale of such Hydrocarbons, including line fill and inventory in tanks. (g) Claims of Seller for any refund of or loss carry forwards with respect to (i) production, windfall profit, severance, ad valorem or any other taxes attributable to the AssetsAssets for any period prior to the Effective Date, and (ii) income, occupational or franchise taxes, for any period prior to the Effective Date. (h) Subject to the terms hereof, all monies, proceeds, benefits, receipts, credits, income or revenues (and any security or other deposits made) attributable to the Assets or the operation thereof prior to the Effective Date, specifically including, without limitation, amounts recoverable from audits under operating agreements and any overpayments of royalties. (i) All amounts due or payable to Seller as adjustments to insurance premiums related to the Assets for all periods prior to the Effective Date. (j) All of Seller’s intellectual property rights, patents, trade secrets, copyrights, names, marks and logos. (k) All rights, obligations, benefits, awards, judgments, settlements, if any, applicable to any litigation pending in which Seller is a named claimant or plaintiff or holds beneficial rights or interests, to the extent related to periods prior to the Effective Date, and further to the extent, and only to the extent, that such claims, rights and other matters do not cause an impairment in the ownership, operation or value of the Assets to occur after the Effective Date. (1l) Seller’s master service agreements and charter party agreements, storage or warehouse agreements, supplier contracts, service contracts, insurance contracts, and construction agreementsagreements unless described on Exhibit A-3. (m) All telecommunication Telecommunication and communications equipment and services, Wide Area Radio System (“WARS”) control stations, remote terminal units, SCADA software, and proprietary software, unless otherwise specifically identified as being included on the attached Schedule 1.3equipment. (n) All fixturesSeller’s interest, facilitiesif any, pipe lines in any gas processing plant, separation facility or gathering lines owned by Chevron Pipe Line Company gas treating plant to the extent serving the Assets, unless otherwise provided in Exhibits ▇-▇, ▇-▇, or any other division of Seller or subsidiary of ChevronTexaco CorporationA-5. (o) The All vehicles, boats, tools, emergency medical response supplies (including but not limited to automated external defibulators, oxygen and combi tubes), identified surplus equipment and any other assets specifically identified as excluded or retained on any of the Exhibits attached to this Agreement, including those described on Schedule 1.3supplies. (p) All third party owned equipment and property located on or used in connection with the Assets, including, without limitation, contractor equipment and leased equipment, except to the extent subject to any agreement assigned to or otherwise assumed by Buyer hereunder. (q) All real and personal property located on or previously located on the site of the Aneth Plant as described in Schedule 1.3(q) (“Aneth Plant Site”), but expressly excluding from the Aneth Plant Site the Aneth Compressor and Gathering Site described in Schedule 1.1(h) which 24.26 acre parcel Buyer will acquire as provided in Section 1.1(h) above.