Excluded Properties. Shall mean the following: (i) the Excluded Records; (ii) all copies of other Records retained by Seller pursuant to Section 29; (iii) all contracts, agreements and instruments whose transfer is prohibited or subjected to payment of a fee or other consideration by an agreement with a Person other than an Affiliate of Seller, or by applicable Law, and for which no consent to transfer has been received or for which Buyer has
... not agreed in writing to pay the fee or other consideration, as applicable; 1 (iv) all permits and other appurtenances for which transfer is prohibited or subjected to payment of a fee or other consideration by an agreement with a Person other than an Affiliate of Seller, or by applicable Law, and for which no consent to transfer has been received or for which Buyer has not agreed in writing to pay the fee or other consideration, as applicable; (v) all claims against third Persons pending on or prior to the Effective Time, but excluding any claims related to the Suspended Royalties; (vi) any Tax refund (whether by payment, credit, offset or otherwise, and together with any interest thereon) in respect of any Taxes for which Seller is liable for payment or required to indemnify Buyer under Section 23 or 28; (vii) all refunds relating from severance Tax abatements with respect to all taxable periods or portions thereof ending on or prior to the Effective Time, but excluding any refunds relating to the Suspended Royalties; (viii) all claims against insurers under policies held by Seller or its Affiliates; (ix) all cash, cash equivalents and amounts receivable held by the Trustee; (x) the Wasson Royalties; (xi) the Treasury Obligations; (xii) all audit rights under any Contracts or the Leases to the extent related to periods prior to the Effective Time, but excluding any audit rights related to the Suspended Royalties; (xiii) any surface rights related to the Leases, Units or Wells; and (xiv) any other assets, personal property, contracts or other tangible or intangible rights described on Schedule 1(g). Notwithstanding anything to the contrary in this Section 1(f) or elsewhere in this Agreement, "Properties" shall not include any rights with respect to the Excluded Properties.
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