Assets Included. Subject to Section 1.2, Sellers agree to sell and Buyer agrees to purchase, for the consideration hereinafter set forth, and subject to the terms and provisions herein contained, the following described properties, rights and interests: (a) All rights, titles and interests of Sellers in and to the Leases described on Exhibit A-1 attached hereto and made a part hereof for all purposes (and any ratifications and/or amendments to such Leases, whether or not such ratifications or amendments are described on such Exhibit A-1); (b) Without limitation of the foregoing but subject to Section 1.2, all other right, title and interest (of whatever kind or character, whether legal or equitable, and whether vested or contingent) of Sellers in and to the oil, gas, and other minerals in and under or that may be produced from the lands described in Exhibits X-0, X-0, and A-3 hereto or described in any of the Leases described on such Exhibit A-1 (including interests in Leases, overriding royalties, production payments and net profits interests in such lands or such Leases, and fee mineral interests, fee royalty interests, and other interests in so far as they cover such lands), even though Sellers’ interest therein may be incorrectly described in, or omitted from, such Exhibits X-0, X-0, and A-3; (c) All rights, titles and interests of Sellers in and to, or otherwise derived from, all presently existing and valid oil, gas, or mineral unitization, pooling, or communitization agreements, declarations, and/or orders and in and to the properties covered and the units created thereby (including all units formed under orders, rules, regulations, or other official acts of any federal, state, or other authority having jurisdiction, voluntary unitization agreements, designations and/or declarations) relating to the properties described in paragraphs (a) and (b) above; (d) All rights, titles, and interests of Sellers in and to the Material Contracts and all presently existing and valid production sales (and sales related) contracts, operating agreements, and other agreements and contracts which relate to any of the properties described in paragraphs (a), (b) and (c) above, or which relate to the exploration, development, operation, or maintenance thereof or the treatment, storage, transportation or marketing of production therefrom (or allocated thereto); (e) All rights, titles, and interests of Sellers in and to all materials, supplies, machinery, equipment, improvements and other personal property and fixtures (including all xxxxx, wellhead equipment, pumping units, flowlines, tanks, buildings, injection facilities, saltwater disposal facilities, compression facilities, gathering systems, and other equipment), and all easements, rights-of-way, surface leases and other surface rights, all Permits and licenses, and all other appurtenances being used or held for use in connection with, or otherwise related to, the exploration, development, operation or maintenance of any of the properties described in paragraphs (a), (b) and (c) above, or the treatment, storage, transportation, or marketing of production therefrom (or allocated thereto); (f) Subject to any third party rights, all of Sellers’ lease files, title opinions, production records, well files, accounting records (but not including general financial and accounting records attributable to Sellers or Sellers’ business), seismic records and surveys, gravity maps, electric logs, geological or geophysical data and records, and other files, documents and records of every kind and description which relate to the properties described above (the “Records”); provided, however that Sellers may retain copies of any or all of the Records; (g) The lease for the office premises used by Sellers located at “000 Xxxxxxxxxx Xxxx, Xxxxxxxxxx, XX” and the field offices and premises described on Exhibit A-4 and all furniture, fixtures, and equipment located thereat, including computers, telephone equipment and other similar items of tangible personal property directly associated with the Properties; and (h) The vehicles described on Exhibit A-5.
Appears in 1 contract
Samples: Asset Purchase and Sale Agreement (Linn Energy, LLC)
Assets Included. Subject to Section 1.2, Sellers agree Seller agrees to sell and Buyer agrees to purchase, for the consideration hereinafter set forth, and subject to the terms and provisions herein contained, the following described properties, rights and interests:
(a) All rightsof Seller’s right, titles title and interests of Sellers interest in and to the Leases those properties described on in Part 1 of Exhibit A-1 I attached hereto and made a part hereof for all purposes (and any ratifications and/or amendments to such Leases, whether or not such ratifications or amendments are described on such Exhibit A-1)purposes;
(b) Without limitation of the foregoing but subject to Section 1.2, all other right, title and interest (of whatever kind or character, whether legal or equitable, and whether vested or contingent) of Sellers Seller in and to the oil, gas, gas and other minerals in and under or that may be produced from the lands described in Exhibits X-0, X-0, and A-3 Part 1 of Exhibit I hereto or described in any of the Leases described on such Exhibit A-1 (including interests in Leasesoil, gas or mineral leases covering such lands, overriding royalties, production payments and net profits interests in such lands or such Leasesleases, and fee mineral interests, fee royalty interests, interests and other interests in such oil, gas and other minerals), whether such lands be described in a description set forth in such Part 1 or be described in such Part 1 by reference to another instrument (and without limitation by any depth limitations that may be set forth in such Part 1 or in any such instrument so far as they cover such landsreferred to for description), even though Sellers’ Seller’s interest therein in such oil, gas and other minerals may be incorrectly described in, or omitted from, such Exhibits X-0, X-0, and A-3Part 1;
(c) All rights, titles and interests of Sellers Seller in and to, or otherwise derived from, all presently existing and valid oil, gas, gas or mineral unitization, pooling, or communitization agreements, declarations, declarations and/or orders and in and to the properties covered and the units created thereby (including all units formed under orders, rules, regulations, or other official acts of any federal, state, or other authority having jurisdiction, voluntary unitization agreements, designations and/or declarations) relating to the properties properties, rights, and interests described in paragraphs (a) and (b) above;
(d) All rights, titles, titles and interests of Sellers Seller in and to the Material Contracts and all presently existing and valid production sales (and sales related) contracts, operating agreementsagreements (including claims under any joint interest audit attributable to the period after the Effective Date), and other agreements and contracts which relate to any of the properties properties, rights, and interests described in paragraphs (a), (b) and (c) above, or which relate to the exploration, development, operation, or maintenance thereof or the treatment, storage, transportation or marketing of production therefrom (or allocated thereto), including servitudes, easements, surface leases, right-of-way agreements, licenses and other agreements or arrangements relating to the use or ownership of such properties, specifically including any of the foregoing described in Section 4.7 of Seller’s Disclosure Schedule;
(e) All rights, titles, titles and interests of Sellers Seller in and to all materials, supplies, inventory, machinery, equipment, vehicles, rolling stock, improvements and other personal property and fixtures (including all xxxxx, casing, wellhead equipment, pumping units, flowlines, tanks, buildings, injection facilities, saltwater disposal facilities, compression facilities, gathering pipelines and gathering systems, and other equipment), and all easements, rights-of-way, surface leases and other surface rights, all Permits permits and licenses, and all other appurtenances being used or held for use in connection with, or otherwise related to, the exploration, development, operation or maintenance of any of the properties properties, rights, and interests described in paragraphs (a), (b) and (c) above, or the treatment, storage, transportation, transportation or marketing of production therefrom (or allocated thereto), including the easements, rights-of-way, surface leases and other surface rights of the foregoing described on Part 2 to Exhibit I attached hereto;
(f) Subject to any third party rights, all All rights of Sellers’ Seller under the Existing Xxxxxx;
(g) All of Seller’s lease files, abstracts and title opinions, production records, well files, accounting records (but not including general financial and accounting records attributable to Sellers or Sellers’ businessrecords), seismic records and surveys, gravity maps, electric logs, geological geological, geophysical or geophysical seismic data and records, and other files, documents and records of every kind and description which relate to the properties properties, rights, and interests described above and in subsection (the “Records”); provided, however that Sellers may retain copies of any or all of the Records;
(gh) The lease for the office premises used by Sellers located at “000 Xxxxxxxxxx Xxxx, Xxxxxxxxxx, XX” and the field offices and premises described on Exhibit A-4 and all furniture, fixtures, and equipment located thereat, including computers, telephone equipment and other similar items of tangible personal property directly associated with the Propertiesbelow; and
(h) The vehicles All rights to make claims and receive proceeds under any insurance policy held by or on behalf of Seller in connection with the properties, rights, and interests described in this Section 1.1 for any claim that arises and is attributable to the period starting on Exhibit A-5the Effective Date and ending on the Closing Date in connection with the properties, rights and interest described in this Section 1.1.
(i) Seller’s obligations from and after the Effective Date pursuant to Section 15.3 of the Torch Purchase and Sale Agreement, subject to Buyer’s obligations under Section 7.9 of this Agreement.
Appears in 1 contract
Samples: Asset Purchase and Sale Agreement (Constellation Energy Partners LLC)
Assets Included. Subject to Section 1.2, Sellers agree Seller agrees to sell and Buyer agrees to purchase, for the consideration hereinafter set forth, and subject to the terms and provisions herein contained, the following described properties, rights and interests:
(a) All rightsof Seller's right, titles title and interests of Sellers interest in and to the Leases those properties described on in Exhibit A-1 I attached hereto and made a part hereof for all purposes (and any ratifications and/or amendments to such Leases, whether or not such ratifications or amendments are described on such Exhibit A-1)purposes;
(b) Without limitation of the foregoing but subject to Section 1.2, all other right, title and interest (of whatever kind or character, whether legal or equitable, and whether vested or contingent) of Sellers Seller in and to the oil, gas, gas and other minerals in and under or that may be produced from the lands described in Exhibits X-0, X-0, and A-3 Exhibit I hereto or described in any of the Leases described on such Exhibit A-1 (including interests in LeasesLeases covering such lands, overriding royalties, carried, backin, farmout, farmin, reversionary interest, production payments and net profits interests in such lands or such Leases, and fee mineral interests, fee royalty interests, interests and other interests in such oil, gas and other minerals), whether such lands be described in a description set forth in such Exhibit I or be described in such Exhibit I by reference to another instrument (and without limitation by any depth limitations that may be set forth in such Exhibit I or in any such instrument so far as they cover such landsreferred to for description), even though Sellers’ Seller's interest therein in such oil, gas and other minerals may be incorrectly described in, or omitted from, such Exhibits X-0, X-0, and A-3Exhibit I;
(c) All rights, titles and interests of Sellers Seller in and to, or otherwise derived from, all presently existing and valid oil, gas, gas or mineral unitization, pooling, or communitization agreements, declarations, declarations and/or orders and in and to the properties covered and the units created thereby (including all units formed under orders, rules, regulations, or other official acts of any federal, state, or other authority having jurisdiction, voluntary unitization agreements, ,
(d) designations and/or declarations) relating to the properties described in paragraphs (a) and (b) above;
(de) All rights, titles, titles and interests of Sellers Seller in and to the Material Contracts and all presently existing and valid production sales (and sales related) contracts, operating agreements, and other agreements and contracts which relate to any of the properties described in paragraphs (a), (b) and (c) above, or which relate to the exploration, development, operation, or maintenance thereof or the treatment, storage, transportation or marketing of production therefrom (or allocated thereto);
(ef) All rights, titles, titles and interests of Sellers Seller in and to all materials, supplies, machinery, equipment, improvements and other personal property and fixtures (including all xxxxx, wellhead equipment, pumping units, flowlines, tanks, buildings, injection facilities, saltwater disposal facilities, compression facilities, gathering systems, and other equipmentcomputer equipment located on the lands covered by the properties described above which is necessary to operate such properties), and all easements, rights-of-way, surface leases and other surface rights, all Permits and licenses, and all other appurtenances being used or held for use in connection with, or otherwise related to, the exploration, development, operation or maintenance of any of the properties described in paragraphs (a), (b) and (c) above, or the treatment, storage, transportation, transportation or marketing of production therefrom (or allocated thereto);; and
(fg) Subject to any third party rightsSection 1.2, all of Sellers’ Seller's lease files, title files, curative reports and information, abstracts and title opinions, division order files, unitization files, contract files, land surveys and maps (including those in electronic or digital format), data sheets, land and mineral owner correspondence, joint operating agreement files, environmental and regulatory files and reports, operational files and engineering, production records, well files, accounting records relating directly to the properties described above (but not including general financial and accounting records attributable to Sellers or Sellers’ businessrecords), seismic records and surveyssurveys (to the extent freely assignable to Buyer without restrictions of any kind), gravity maps, electric logs, geological or geophysical data and records, (to the extent freely assignable to Buyer without restrictions of any kind), paleontological, geochemical and technical files, analyses, interpretations, and other files, documents and records (including data and records in electronic or digital format) of every kind and description which relate to the properties described above (collectively the “"Records”"); provided, however that Sellers Seller has the right, power and authority to sell, transfer, convey or disclose to Buyer. Seller will use Reasonable Best Efforts to obtain consents to assign and transfer seismic data licenses requested by Buyer which may retain copies of any or all of the Records;
(g) The lease for the office premises used by Sellers located at “000 Xxxxxxxxxx Xxxx, Xxxxxxxxxx, XX” and the field offices and premises described on Exhibit A-4 and all furniture, fixtures, and equipment located thereat, including computers, telephone equipment and other similar items of tangible personal property directly associated with the Properties; and
(h) The vehicles described on Exhibit A-5not be freely assignable.
Appears in 1 contract
Samples: Asset Purchase and Sale Agreement (Swift Energy Co)
Assets Included. Subject to Section 1.2, Sellers agree Seller agrees to sell and Buyer agrees to purchase, for the consideration hereinafter set forth, and subject to the terms and provisions herein contained, the following described properties, rights and interests:
(a) All rights, titles That working interest and interests of Sellers net revenue interest in and to the Leases those wellbores described on in Exhibit A-1 I attached hereto and made a part hereof for all purposes (and any ratifications and/or amendments all rights of Seller to such Leasesproduce oil, whether or not such ratifications or amendments are gas and other minerals from those wellbores and all rights of Seller in and to the oil, gas and other minerals that may be produced from those wellbores under the leases described on such in Exhibit A-1)I;
(b) Concurrent rights, titles and interests with Seller in and to, or otherwise derived from, the leases described in Exhibit I, all presently existing and valid oil, gas or mineral unitization, pooling, and/or communitization agreements, declarations and/or orders and in and to the wellbores covered and the units created thereby (including all units formed under orders, rules, regulations, or other official acts of any federal, state, or other authority having jurisdiction, voluntary unitization agreements, designations and/or declarations) relating to the wellbores described in paragraph (a) above;
(c) A proportionate interest in the rights, titles and interests associated with all presently existing and valid production sales (and sales related) contracts, operating agreements, and other agreements and contracts to the extent and to the extent they relate to any of the wellbores described in paragraph (a) above, or to the extent and only to the extent they relate to the development, operation, or maintenance thereof or the treatment, storage, transportation or marketing of production therefrom (or allocated thereto).
(d) All rights, titles and interests of Seller in and to all materials, supplies, machinery, equipment, improvements and other personal property and fixtures (including all xxxxx, wellhead equipment, pumping units, tanks and surface leases and other surface rights, all permits and licenses, and all other appurtenances being used or held for use in connection with, or otherwise related to, the exploration, development, operation or maintenance of any of the wellbores described in paragraph (a) above;
(e) All of Seller's production records, and well files, which relate to the wellbores described in paragraph (a) above;
(f) Without limitation of the foregoing but subject to Section 1.2, forty-five percent (45%) working interest equal to a 33.75% net revenue interest in and to those leases described in Exhibit II attached hereto and made a part hereof for all other rightpurposes (SAVE AND EXCEPT THE WELLBORES DESCRIBED IN EXHIBIT I ATTACHED HERETO);
(g) Without limitation of the foregoing but subject to Section 1.2, title and forty-five percent (45%) working interest (of whatever kind or character, whether legal or equitable, and whether vested or contingent) of Sellers equal to a 33.75% net revenue interest in and to the oil, gas, gas and other minerals in and under or that may be produced from the lands leases described in Exhibits X-0Exhibit II attached hereto (SAVE AND EXCEPT THE WELLBORES DESCRIBED IN EXHIBIT I ATTACHED HERETO), X-0, and A-3 hereto or whether such leases be described in any of the Leases described on a description set forth in such Exhibit A-1 (including interests in Leases, overriding royalties, production payments and net profits interests II or be described in such lands or such Leases, and fee mineral interests, fee royalty interests, and other interests in so far as they cover such lands), even though Sellers’ interest therein may be incorrectly described in, or omitted from, such Exhibits X-0, X-0, and A-3Exhibit II by reference to another instrument;
(ch) All Forty-five percent (45%) of Seller’s rights, titles and interests of Sellers in and to, or otherwise derived from, all presently existing and valid oil, gas, gas or mineral unitization, pooling, or and/or communitization agreements, declarations and/or orders and in and to the properties covered and the units created thereby (including all units formed under orders, rules, regulations, or other official acts of any federal, state, or other authority having jurisdiction, voluntary unitization agreements, designations and/or declarations) relating to the leases and properties described in paragraphs (f) and (g) above and none other and, with respect to such rights and interests that relate to any of the leases and properties described in paragraphs (f) and (g) above as well as other leases and properties of Seller, concurrent rights, titles and interests with Seller in and to such rights and interests to the extent and only to the extent they relate to the leases and properties described in paragraphs (f) and (g) above;
(i) Forty-five percent (45%) of Seller’s rights, titles and interests in and to all presently existing and valid production sales (and sales related) contracts, operating agreements, and other agreements and contracts to the extent and only to the extent they relate to any of the leases and properties described in paragraphs (f), (g) and (h) above, to the extent and only to the extent they relate to the exploration, development, operation, or maintenance thereof and none other or the treatment, storage, transportation or marketing of production therefrom and none other (or allocated thereto) and, with respect to such rights and interests that relate to any of the leases and properties described in paragraphs (f), (g) and (h) above as well as other leases and properties of Seller, concurrent rights, titles and interests with Seller in and to such rights and interests to the extent and only to the extent they relate to the leases and properties described in paragraphs (f), (g) and (h) above;
(j) Forty-five percent (45%) of Seller’s rights, titles and interests in and to all easements, rights-of-way, surface leases and other surface rights, all permits and licenses, and all other appurtenances being used or held for use in connection with, or otherwise to the extent and only to the extent they relate to, the exploration, development, operation or maintenance of any of the properties described in paragraphs (f), (g) and (h) above and none other, or the treatment, storage, transportation or marketing of production therefrom and none other (or allocated thereto) and, with respect to such rights and interests that relate to any of the leases and properties described in paragraphs (f), (g) and (h) above as well as other leases and properties of Seller, concurrent rights, titles and interests with Seller in and to such rights and interests to the extent and only to the extent they relate to the leases and properties described in paragraphs (f), (g) and (h) above;
(k) Without limitation of the foregoing but subject to Section 1.2, fifty percent (50%) working interest equal to a 37.5% net revenue interest in and to those leases described in Exhibit III attached hereto and made a part hereof for all purposes (SAVE AND EXCEPT THE WELLBORES DESCRIBED IN EXHIBIT I ATTACHED HERETO);
(l) Without limitation of the foregoing but subject to Section 1.2, fifty percent (50%) working interest equal to a 37.5% net revenue interest in and to the oil, gas and other minerals in and under or that may be produced from the leases described in Exhibit III attached hereto (SAVE AND EXCEPT THE WELLBORES DESCRIBED IN EXHIBIT I ATTACHED HERETO) whether such lands be described in a description set forth in such Exhibit III or be described in such Exhibit III by reference to another instrument;
(m) One-half (1/2) of Seller’s rights, titles and interests in and to, or otherwise derived from, all presently existing and valid oil, gas or mineral unitization, pooling, and/or communitization agreements, declarations and/or orders and in and to the properties covered and the units created thereby (including all units formed under orders, rules, regulations, or other official acts of any federal, state, or other authority having jurisdiction, voluntary unitization agreements, designations and/or declarations) relating to the properties described in paragraphs paragraph (ak) and (bl) above and none other and, with respect to such rights and interests that relate to any of the leases and properties described in paragraphs (k) and (l) above as well as other leases and properties of Seller, concurrent rights, titles and interests with Seller in and to such rights and interests to the extent and only to the extent they relate to the leases and properties described in paragraphs (k) and (l) above;
(dn) All One-half (1/2) of Seller’s rights, titles, titles and interests of Sellers in and to the Material Contracts and all presently existing and valid production sales (and sales related) contracts, operating agreements, and other agreements and contracts which to the extent and only to the extent they relate to any of the properties described in paragraphs (ak), (bl) and (cm) aboveabove and none other, or which to the extent and only to the extent they relate to the exploration, development, operation, or maintenance thereof or the treatment, storage, transportation or marketing of production therefrom and none other (or allocated thereto) and, with respect to such rights and interests that relate to any of the leases and properties described in paragraphs (k);
, (el) All and (m) above as well as other leases and properties of Seller, concurrent rights, titles, titles and interests of Sellers with Seller in and to all materials, supplies, machinery, equipment, improvements such rights and other personal property interests to the extent and fixtures only to the extent they relate to the leases and properties described in paragraphs (including all xxxxx, wellhead equipment, pumping units, flowlines, tanks, buildings, injection facilities, saltwater disposal facilities, compression facilities, gathering systems, and other equipmentk), (l) and (m) above; 3
(o) One-half (1/2) of Seller’s rights, titles and interests in and to all easements, rights-of-way, surface leases and other surface rights, all Permits permits and licenses, and all other appurtenances being used or held for use in connection with, or otherwise to the extent of and only to the extent related to, the exploration, development, operation or maintenance of any of the properties described in paragraphs (ak), (bl) and (cm) aboveabove and none other, or to the extent of and only to the extent of the treatment, storage, transportation, transportation or marketing of production therefrom and none other (or allocated thereto) and, with respect to such rights and interests that relate to any of the leases and properties described in paragraphs (k), (l) and (m) above as well as other leases and properties of Seller, concurrent rights, titles and interests with Seller in and to such rights and interests to the extent and only to the extent they relate to the leases and properties described in paragraphs (k), (l) and (m) above;
(fp) Subject to any third party rights, all of Sellers’ lease files, title opinions, production records, well files, accounting records As used herein: (but not including general financial i) "Oil and accounting records attributable to Sellers or Sellers’ businessGas Properties" means the properties and interests described in paragraphs (a), seismic records (f), (g), (k) and surveys(l) above, gravity maps, electric logs, geological save and except for any such properties or geophysical data assets that are Excluded Assets; and records, (ii) "Properties" means the Oil and other files, documents and records of every kind and description which relate to Gas Properties plus the properties and interests described above in paragraphs (the “Records”b); provided, however that Sellers may retain copies of any or all of the Records;
(g) The lease for the office premises used by Sellers located at “000 Xxxxxxxxxx Xxxxc), Xxxxxxxxxx(d), XX” and the field offices and premises described on Exhibit A-4 and all furniture(e), fixtures, and equipment located thereat, including computers, telephone equipment and other similar items of tangible personal property directly associated with the Properties; and
(h), (i), (j), (m), (n) The vehicles described on Exhibit A-5and (o) above, save and except for any such properties or assets that are Excluded Assets.
Appears in 1 contract
Samples: Asset Purchase and Sale Agreement (Vanguard Natural Resources, LLC)
Assets Included. Subject to Section 1.2, Sellers agree Seller agrees to sell and Buyer agrees to purchase, for the consideration hereinafter set forth, and subject to the terms and provisions herein contained, the following described properties, rights and interestsinterests pertaining to lands situated in the East Mud Lake Field, Cameron Parish, Louisiana:
(a) All rightsFifty percent (50%) of Seller’s right, titles title and interests of Sellers interest in and to the Leases those mineral rights and properties described on in Exhibit A-1 A attached hereto and made a part hereof for all purposes (and any ratifications and/or amendments to such Leases, whether or not such ratifications or amendments are described on such Exhibit A-1)purposes;
(b) Without limitation of the foregoing but subject to Section 1.21.2 and subject to the percentage of the Seller’s interest being sold pursuant to Subsection 1.1(a), all other rightrights, title and interest interests (of whatever kind or character, whether legal or equitable, and whether vested or contingent) of Sellers Seller in and to the oil, gas, gas and other minerals in and under or that may be produced from the lands described in Exhibits X-0, X-0, and A-3 Exhibit A hereto or described in any of the Leases described on such Exhibit A-1 (including interests in Leasesoil, gas or mineral leases covering such lands, overriding royalties, production payments and payments, net profits interests interests, and similar interests, in such lands or such Leasesleases, and fee mineral interests, fee royalty interests, interests and other interests in such oil, gas and other minerals), whether such lands be described in a description set forth in such Exhibit A or be described in such Exhibit A by reference to another instrument (and without limitation by any depth limitations that may be set forth in such Exhibit A or in any such instrument so far as they cover such landsreferred to for description), even though Sellers’ Seller’s interest therein in such oil, gas and other minerals and mineral rights may be incorrectly described in, or omitted from, such Exhibits X-0, X-0, and A-3Exhibit A;
(c) All rightsSubject to the percentage of the Seller’s interest being sold pursuant to Subsection 1.1(a), titles of all right, title and interests interest of Sellers Seller in and to, or otherwise derived from, all presently existing and valid oil, gas, gas or mineral unitization, pooling, or and/or communitization agreements, declarations, declarations and/or orders and in and to the properties covered and the units created thereby (including all units formed under orders, rules, regulations, or other official acts of any federal, state, or other authority having jurisdiction, voluntary unitization agreements, designations and/or declarations) relating to the properties described in paragraphs (a) and (b) above;
(d) All rightsSubject to the percentage of the Seller’s interest being sold pursuant to Subsection 1.1(a), titlesall right, title and interests interest of Sellers Seller in and to the Material Contracts and all presently existing and valid production sales (and sales related) contracts, assignments, transfers, operating agreements, equipment rental agreements and all other agreements and contracts which relate to any of the properties described in paragraphs (a), (b) and (c) above, or which relate to the acquisition, exploration, development, operation, or maintenance thereof of the Properties, including, without limitation, all the contracts, agreements, instruments, or other documents related to the Properties described in (e) below, or the treatment, storage, transportation or marketing of production therefrom (or allocated thereto), including, without limitation, all of the contracts and agreements identified on Exhibit B hereto (collectively the “Contracts”);
(e) All rightsSubject to the percentage of the Seller’s interest being sold pursuant to Subsection 1.1(a), titlesall right, title and interests interest of Sellers Seller in and to all materials, supplies, machinery, equipment, improvements and other personal property and fixtures (including all xxxxxxxxxx identified on Exhibit A, wellhead equipment, pumping units, flowlines, tanks, buildings, injection facilities, saltwater disposal facilities, compression facilities, gathering systems, and other equipment), and all easements, rights-of-wayrights‑of‑way, surface leases and other surface rights, all Permits permits and licenses, and all other appurtenances being used or held for use in connection with, or otherwise related to, the exploration, development, operation or maintenance of any of the properties described in paragraphs (a), (b) and (c) above, or the treatment, storage, transportation, transportation or marketing of production therefrom (or allocated thereto);
(f) Subject to any third party rightsthe percentage of the Seller’s interest being sold pursuant to Subsection 1.1(a), a copy of all of Sellers’ Seller’s lease files, abstracts and title opinions, production records, well files, accounting records (but not including general financial and accounting records attributable to Sellers or Sellers’ businessrecords), seismic records and surveys, gravity maps, electric logs, geological or geophysical data and records, and other files, documents and records of every kind and description which relate to the properties described above (the “Records”); provided, however that Sellers may retain copies of any or all of the Records;
(g) The lease Subject to the percentage of the Seller’s interest being sold pursuant to Subsection 1.1(a), all funds held in suspense or escrow by Seller as of the Effective Date pertaining to production obtained from any of the properties described in paragraphs (a), (b) and (c) above, which are owing to third party owners of royalty, overriding royalty, working or other interests in respect of production of Hydrocarbons attributable to such properties prior to the Effective Date (“Suspense Funds”). As used herein: (i) ”Oil and Gas Properties” (each an “Oil and Gas Property”) means the properties and interests described in paragraphs (a), (b) and (c) above, save and except for any such properties or assets that are Excluded Assets; (ii) “Properties” (each a “Property”) means the office premises used by Sellers located at “000 Xxxxxxxxxx XxxxOil and Gas Properties plus the rights, Xxxxxxxxxxproperties and interests described in paragraphs (d), XX” (e), (f) and the field offices (g) above, save and premises described on Exhibit A-4 and all furniture, fixtures, and equipment located thereat, including computers, telephone equipment and other similar items of tangible personal property directly associated with the Properties; and
(h) The vehicles described on Exhibit A-5except for any such properties or assets that are Excluded Assets.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Viking Energy Group, Inc.)
Assets Included. Subject to Section 1.2, Sellers agree Seller agrees to sell and Buyer agrees to purchase, for the consideration hereinafter set forth, and subject to the terms and provisions herein contained, the following described properties, rights and interests:
(a) All rightsright, titles title and interests interest of Sellers Seller in and to the Leases and Wxxxx described on Exhibit Exhibits A-1 & A-2 attached hereto and made a part hereof for all purposes (and any ratifications and/or amendments to such Leases, whether or not such ratifications or amendments are described on such Exhibit A-1);
(b) Without limitation of the foregoing but subject to Section 1.2, all other right, title and interest (of whatever kind or character, whether legal or equitable, and whether vested or contingent) of Sellers Seller in and to the oil, gas, and other minerals in and under or that may be produced from the lands described in Exhibits A-0, X-0, X-0, and A-3 A-4 hereto or described in any of the Leases described on such Exhibit A-1 (including interests in Leases, overriding royalties, production payments and net profits interests in such lands or such Leases, and fee mineral interests, fee royalty interests, and other interests in so far as they cover such lands), even though Sellers’ Seller’s interest therein may be incorrectly described in, or omitted from, such Exhibits A-0, X-0, X-0, and A-3A-4;
(c) All rights, titles and interests of Sellers Seller in and to, or otherwise derived from, all presently existing and valid oil, gas, or mineral unitization, pooling, or communitization agreements, declarations, and/or orders and in and to the properties covered and the units created thereby (including all units formed under orders, rules, regulations, or other official acts of any federal, state, or other authority having jurisdiction, voluntary unitization agreements, designations and/or declarations) relating to the properties described in paragraphs (a) and (b) above;
(d) All rights, titles, and interests of Sellers in and to the Material Contracts and all presently existing and valid production sales (and sales related) contracts, operating agreements, and other agreements and contracts which relate to any of the properties described in paragraphs (a), (b) and (c) above, or which relate to the exploration, development, operation, or maintenance thereof or the treatment, storage, transportation or marketing of production therefrom (or allocated thereto);
(e) All rights, titles, and interests of Sellers Seller in and to all materials, assets, supplies, machinery, equipment, improvements and other personal property and fixtures (including but not limited to all xxxxxwxxxx, wellhead equipment, pumping units, flowlines, tanks, buildings, injection facilities, saltwater disposal facilities, compression facilities, gathering systems, and other equipmentequipment and assets), and all easements, rights-of-way, surface leases and other surface rights, all Permits and licensesPermits, and all other appurtenances being exclusively used or and held for use in connection with, or otherwise related to, the exploration, development, production, operation or maintenance of any of the properties described in paragraphs (a), (b) ), (c), (d), and (ce) above, or the treatment, storage, transportation, or marketing of production therefrom (or allocated thereto)contained within Section 1.1,;
(fe) Subject to any third party rights, all of Sellers’ Seller’s lease files, title files, title opinions, assignments, division orders, operating records, operating agreements, production records, well files, accounting records (but not including general financial and accounting records attributable to Sellers or Sellers’ business)records, seismic records and surveys, maps (including gravity maps and ownership maps), logs (including electric logs), geological, geophysical and engineering data and records (including geological or and geophysical data and recordsthat is interpretative in nature), and other files, documents and records of every kind and description which exclusively relate to the properties described above (the “Records”); provided, however that Sellers may retain copies of any or all of the Records;.
(g) The lease for the office premises used by Sellers located at “000 Xxxxxxxxxx Xxxx, Xxxxxxxxxx, XX” and the field offices and premises described on Exhibit A-4 and all furniture, fixtures, and equipment located thereat, including computers, telephone equipment and other similar items of tangible personal property directly associated with the Properties; and
(hf) The vehicles described on Exhibit A-5.;
Appears in 1 contract
Assets Included. Subject to Section 1.2, Sellers agree Xxxxxx agrees to sell and Buyer Xxxxx agrees to purchase, for the consideration hereinafter set forth, and subject to the terms and provisions herein contained, the following described properties, rights and interests:
(a) All rights, titles That working interest and interests of Sellers net revenue interest in and to the Leases those wellbores described on in Exhibit A-1 I attached hereto and made a part hereof for all purposes (and any ratifications and/or amendments all rights of Seller to such Leasesproduce oil, whether or not such ratifications or amendments are described on such gas and other minerals from those wellbores and all rights of Seller in and to the oil, gas and other minerals that may be produced from those wellbores under the leases referred to in Exhibit A-1)I;
(b) Concurrent rights, titles and interests with Seller in and to, or otherwise derived from, the leases described in Exhibit I, all presently existing and valid oil, gas or mineral unitization, pooling, and/or communitization agreements, declarations and/or orders and in and to the wellbores covered and the units created thereby (including all units formed under orders, rules, regulations, or other official acts of any federal, state, or other authority having jurisdiction, voluntary unitization agreements, designations and/or declarations) relating to the wellbores described in paragraph (a) above;
(c) A proportionate interest in the rights, titles and interests associated with all presently existing and valid production sales (and sales related) contracts, operating agreements, and other agreements and contracts to the extent and to the extent they relate to any of the wellbores described in paragraph (a) above, or to the extent and only to the extent they relate to the development, operation, or maintenance thereof or the treatment, storage, transportation or marketing of production therefrom (or allocated thereto).
(d) All rights, titles and interests of Seller in and to all materials, supplies, machinery, equipment, improvements and other personal property and fixtures (including all xxxxx, wellhead equipment, pumping units, tanks and surface leases and other surface rights, all permits and licenses, and all other appurtenances being used or held for use in connection with, or otherwise related to, the exploration, development, operation or maintenance of any of the wellbores described in paragraph (a) above;
(e) All of Seller's production records, and well files, which relate to the wellbores described in paragraph (a) above;
(f) Without limitation of the foregoing but subject to Section 1.2, a fifty percent (50%) working interest equal to a thirty-seven and one-half percent (37.5%) net revenue interest in and to those leases described in Exhibit II attached hereto and made a part hereof for all other rightpurposes, title SAVE AND EXCEPT THE WELLBORES DESCRIBED IN EXHIBIT I ATTACHED HERETO;
(g) Without limitation of the foregoing but subject to Section 1.2, a fifty percent (50%) working interest equal to a thirty-seven and one-half percent (37.5%) net revenue interest (of whatever kind or character, whether legal or equitable, and whether vested or contingent) of Sellers in and to the oil, gas, gas and other minerals in and under or that may be produced from the lands leases described in Exhibits X-0, X-0, and A-3 Exhibit II attached hereto or described in any of the Leases described on such Exhibit A-1 (including interests in Leases, overriding royalties, production payments and net profits interests in such lands or such Leases, and fee mineral interests, fee royalty interests, and other interests in so far as they cover such landsSAVE AND EXCEPT THE WELLBORES DESCRIBED IN EXHIBIT I ATTACHED HERETO), even though Sellers’ interest therein may be incorrectly described in, or omitted from, such Exhibits X-0, X-0, and A-3;
(ch) All Fifty percent (50%) of Seller’s rights, titles and interests of Sellers in and to, or otherwise derived from, all presently existing and valid oil, gas, gas or mineral unitization, pooling, or and/or communitization agreements, declarations, declarations and/or orders and in and to the properties covered and the units created thereby (including all units formed under orders, rules, regulations, or other official acts of any federal, state, or other authority having jurisdiction, voluntary unitization agreements, designations and/or declarations) relating to the leases and properties described in paragraphs (af) and (bg) above and none other and, with respect to such rights and interests that relate to any of the leases and properties described in paragraphs (f) and (g) above as well as other leases and properties of Seller, concurrent rights, titles and interests with Seller in and to such rights and interests to the extent and only to the extent they relate to the leases and properties described in paragraphs (f) and (g) above;
(di) All Fifty percent (50%) of Seller’s rights, titles, titles and interests of Sellers in and to the Material Contracts and all presently existing and valid production sales (and sales related) contracts, operating agreements, and other agreements and contracts which to the extent and only to the extent they relate to any of the leases and properties described in paragraphs (af), (bg) and (ch) above, or which to the extent and only to the extent they relate to the exploration, development, operation, or maintenance thereof and none other or the treatment, storage, transportation or marketing of production therefrom (or allocated thereto) and none other and, with respect to such rights and interests that relate to any of the leases and properties described in paragraphs (f), (g) and (h) above as well as other leases and properties of Seller, concurrent rights, titles and interests with Seller in and to such rights and interests to the extent and only to the extent they relate to the leases and properties described in paragraphs (f), (g) and (h) above;
(ej) All Fifty percent (50%) of Seller’s rights, titles, titles and interests of Sellers in and to all materials, supplies, machinery, equipment, improvements and other personal property and fixtures (including all xxxxx, wellhead equipment, pumping units, flowlines, tanks, buildings, injection facilities, saltwater disposal facilities, compression facilities, gathering systems, and other equipment), and all easements, rights-of-way, surface leases and other surface rights, all Permits permits and licenses, and all other appurtenances being used or held for use in connection with, or otherwise related to the extent and only to the extent they relate to, the exploration, development, operation or maintenance of any of the properties described in paragraphs (af), (bg) and (ch) aboveabove and none other, or the treatment, storage, transportation, transportation or marketing of production therefrom and none other (or allocated thereto);
) and, with respect to such rights and interests that relate to any of the leases and properties described in paragraphs (f), (g) Subject to any third party and (h) above as well as other leases and properties of Seller, concurrent rights, all of Sellers’ lease files, title opinions, production records, well files, accounting records (but not including general financial titles and accounting records attributable interests with Seller in and to Sellers or Sellers’ business), seismic records such rights and surveys, gravity maps, electric logs, geological or geophysical data interests to the extent and records, and other files, documents and records of every kind and description which only to the extent they relate to the leases and properties described above in paragraphs (the “Records”f); provided, however that Sellers may retain copies of any or all of the Records;
(g) The lease for the office premises used by Sellers located at “000 Xxxxxxxxxx Xxxx, Xxxxxxxxxx, XX” and the field offices and premises described on Exhibit A-4 and all furniture, fixtures, and equipment located thereat, including computers, telephone equipment and other similar items of tangible personal property directly associated with the Properties(h) above; and
(k) As used herein: (i) "Oil and Gas Properties" means the properties and interests described in paragraphs (a), (f) and (g) above, save and except for any such properties or assets that are Excluded Assets; and (ii) "Properties" or “Property” means the Oil and Gas Properties plus the properties and interests described in paragraphs (b), (c), (d), (e), (h), (i) The vehicles described on Exhibit A-5and (j) above, save and except for any such properties or assets that are Excluded Assets.
Appears in 1 contract
Samples: Asset Purchase Agreement
Assets Included. Subject to Section 1.2, Sellers agree to sell and Buyer agrees to purchase, for the consideration hereinafter set forth, and subject to the terms and provisions herein contained, the following described properties, rights and interests:
(a) All rightsright, titles title and interests interest of Sellers in and to the Leases described on Exhibit A-1 attached hereto and made a part hereof for all purposes (and any ratifications and/or amendments to such Leases, whether or not such ratifications or amendments are described on such Exhibit A-1);
(b) Without limitation of the foregoing but subject to Section 1.2, all other right, title and interest (of whatever kind or character, whether legal or equitable, and whether vested or contingent) of Sellers in and to the oil, gas, and other minerals in and under or that may be produced from the lands described in Exhibits X-0, X-0, and A-3 hereto or described in any of the Leases described on such Exhibit A-1 A (including interests in Leases, overriding royalties, production payments and net profits interests in such lands or such Leases, and fee mineral interests, fee royalty interests, and other interests in so far as they cover such lands), even though Sellers’ interest therein may be incorrectly described in, or omitted from, such Exhibits X-0, X-0, and A-3;
(c) All rights, titles and interests of Sellers in and to, or otherwise derived from, all presently existing and valid oil, gas, or mineral unitization, pooling, or communitization agreements, declarations, and/or orders and in and to the properties covered and the units created thereby (including all units formed under orders, rules, regulations, or other official acts of any federal, state, or other authority having jurisdiction, voluntary unitization agreements, designations and/or declarations) relating to the properties described in paragraphs (a) and (b) above;
(d) All rights, titles, and interests of Sellers in and to the Material Contracts and all presently existing and valid production sales (and sales related) contracts, operating agreements, and other agreements and contracts which relate to any of the properties described in paragraphs (a), (b) and (c) above, or which relate to the exploration, development, operation, or maintenance thereof or the treatment, storage, transportation or marketing of production therefrom (or allocated thereto);
(e) All rights, titles, and interests of Sellers in and to all materials, supplies, machinery, equipment, improvements and other personal property and fixtures (including all xxxxx, wellhead equipment, pumping units, flowlines, tanks, buildings, injection facilities, saltwater disposal facilities, compression facilities, gathering systems, and other equipment), and all easements, rights-of-way, surface leases and other surface rights, all Permits and licenses, and all other appurtenances being used or held for use in connection with, or otherwise related to, the exploration, development, operation or maintenance of any of the properties described in paragraphs (a), (b) and (c) above, or the treatment, storage, transportation, or marketing of production therefrom (or allocated thereto);
(f) Subject to any third party rights, all of Sellers’ lease files, title opinions, production records, well files, accounting records (but not including general financial and accounting records attributable to Sellers or Sellers’ business), seismic records and surveys, gravity maps, electric logs, geological or geophysical data and records, and other files, documents and records of every kind and description which relate to the properties described above (the “Records”); provided, however that Sellers may retain copies of any or all of the Records;
(g) The lease for the office premises used by Sellers located at “000 Xxxxxxxxxx Xxxx, Xxxxxxxxxx, XX” and the field offices and premises described on Exhibit A-4 and all furniture, fixtures, and equipment located thereat, including computers, telephone equipment and other similar items of tangible personal property directly associated with the Properties; and;
(h) The vehicles described on Exhibit A-5; and
(i) All of the right, title and interest of Linn Energy, LLC, a Delaware limited liability company (“LEL”), in Big Creek Pipeline Limited Liability Company, a West Virginia limited liability company (“BC”).
Appears in 1 contract
Samples: Asset Purchase and Sale Agreement (Linn Energy, LLC)
Assets Included. Subject to Section 1.2, Sellers agree Seller agrees to sell and Buyer agrees to purchase, for the consideration hereinafter set forth, and subject to the terms and provisions herein contained, the following described properties, rights and interests:
(a) All rights, titles That working interest and interests of Sellers net revenue interest in and to the Leases those wellbores described on in Exhibit A-1 I attached hereto and made a part hereof for all purposes (and any ratifications and/or amendments all rights of Seller to such Leasesproduce oil, whether or not such ratifications or amendments are described on such gas and other minerals from those wellbores and all rights of Seller in and to the oil, gas and other minerals that may be produced from those wellbores under the leases referred to in Exhibit A-1)I;
(b) Concurrent rights, titles and interests with Seller in and to, or otherwise derived from, the leases described in Exhibit I, all presently existing and valid oil, gas or mineral unitization, pooling, and/or communitization agreements, declarations and/or orders and in and to the wellbores covered and the units created thereby (including all units formed under orders, rules, regulations, or other official acts of any federal, state, or other authority having jurisdiction, voluntary unitization agreements, designations and/or declarations) relating to the wellbores described in paragraph (a) above;
(c) A proportionate interest in the rights, titles and interests associated with all presently existing and valid production sales (and sales related) contracts, operating agreements, and other agreements and contracts to the extent and to the extent they relate to any of the wellbores described in paragraph (a) above, or to the extent and only to the extent they relate to the development, operation, or maintenance thereof or the treatment, storage, transportation or marketing of production therefrom (or allocated thereto).
(d) All rights, titles and interests of Seller in and to all materials, supplies, machinery, equipment, improvements and other personal property and fixtures (including all xxxxx, wellhead equipment, pumping units, tanks and surface leases and other surface rights, all permits and licenses, and all other appurtenances being used or held for use in connection with, or otherwise related to, the exploration, development, operation or maintenance of any of the wellbores described in paragraph (a) above;
(e) All of Seller's production records, and well files, which relate to the wellbores described in paragraph (a) above;
(f) Without limitation of the foregoing but subject to Section 1.2, a fifty percent (50%) working interest equal to a thirty-seven and one-half percent (37.5%) net revenue interest in and to those leases described in Exhibit II attached hereto and made a part hereof for all other rightpurposes, title SAVE AND EXCEPT THE WELLBORES DESCRIBED IN EXHIBIT I ATTACHED HERETO;
(g) Without limitation of the foregoing but subject to Section 1.2, a fifty percent (50%) working interest equal to a thirty-seven and one-half percent (37.5%) net revenue interest (of whatever kind or character, whether legal or equitable, and whether vested or contingent) of Sellers in and to the oil, gas, gas and other minerals in and under or that may be produced from the lands leases described in Exhibits X-0, X-0, and A-3 Exhibit II attached hereto or described in any of the Leases described on such Exhibit A-1 (including interests in Leases, overriding royalties, production payments and net profits interests in such lands or such Leases, and fee mineral interests, fee royalty interests, and other interests in so far as they cover such landsSAVE AND EXCEPT THE WELLBORES DESCRIBED IN EXHIBIT I ATTACHED HERETO), even though Sellers’ interest therein may be incorrectly described in, or omitted from, such Exhibits X-0, X-0, and A-3;
(ch) All Fifty percent (50%) of Seller’s rights, titles and interests of Sellers in and to, or otherwise derived from, all presently existing and valid oil, gas, gas or mineral unitization, pooling, or and/or communitization agreements, declarations, declarations and/or orders and in and to the properties covered and the units created thereby (including all units formed under orders, rules, regulations, or other official acts of any federal, state, or other authority having jurisdiction, voluntary unitization agreements, designations and/or declarations) relating to the leases and properties described in paragraphs (af) and (bg) above and none other and, with respect to such rights and interests that relate to any of the leases and properties described in paragraphs (f) and (g) above as well as other leases and properties of Seller, concurrent rights, titles and interests with Seller in and to such rights and interests to the extent and only to the extent they relate to the leases and properties described in paragraphs (f) and (g) above;
(di) All Fifty percent (50%) of Seller’s rights, titles, titles and interests of Sellers in and to the Material Contracts and all presently existing and valid production sales (and sales related) contracts, operating agreements, and other agreements and contracts which to the extent and only to the extent they relate to any of the leases and properties described in paragraphs (af), (bg) and (ch) above, or which to the extent and only to the extent they relate to the exploration, development, operation, or maintenance thereof and none other or the treatment, storage, transportation or marketing of production therefrom (or allocated thereto) and none other and, with respect to such rights and interests that relate to any of the leases and properties described in paragraphs (f), (g) and (h) above as well as other leases and properties of Seller, concurrent rights, titles and interests with Seller in and to such rights and interests to the extent and only to the extent they relate to the leases and properties described in paragraphs (f), (g) and (h) above;
(ej) All Fifty percent (50%) of Seller’s rights, titles, titles and interests of Sellers in and to all materials, supplies, machinery, equipment, improvements and other personal property and fixtures (including all xxxxx, wellhead equipment, pumping units, flowlines, tanks, buildings, injection facilities, saltwater disposal facilities, compression facilities, gathering systems, and other equipment), and all easements, rights-of-way, surface leases and other surface rights, all Permits permits and licenses, and all other appurtenances being used or held for use in connection with, or otherwise related to the extent and only to the extent they relate to, the exploration, development, operation or maintenance of any of the properties described in paragraphs (af), (bg) and (ch) aboveabove and none other, or the treatment, storage, transportation, transportation or marketing of production therefrom and none other (or allocated thereto);
) and, with respect to such rights and interests that relate to any of the leases and properties described in paragraphs (f), (g) Subject to any third party and (h) above as well as other leases and properties of Seller, concurrent rights, all of Sellers’ lease files, title opinions, production records, well files, accounting records (but not including general financial titles and accounting records attributable interests with Seller in and to Sellers or Sellers’ business), seismic records such rights and surveys, gravity maps, electric logs, geological or geophysical data interests to the extent and records, and other files, documents and records of every kind and description which only to the extent they relate to the leases and properties described above in paragraphs (the “Records”f); provided, however that Sellers may retain copies of any or all of the Records;
(g) The lease for the office premises used by Sellers located at “000 Xxxxxxxxxx Xxxx, Xxxxxxxxxx, XX” and the field offices and premises described on Exhibit A-4 and all furniture, fixtures, and equipment located thereat, including computers, telephone equipment and other similar items of tangible personal property directly associated with the Properties(h) above; and
(k) As used herein: (i) "Oil and Gas Properties" means the properties and interests described in paragraphs (a), (f) and (g) above, save and except for any such properties or assets that are Excluded Assets; and (ii) "Properties" or “Property” means the Oil and Gas Properties plus the properties and interests described in paragraphs (b), (c), (d), (e), (h), (i) The vehicles described on Exhibit A-5and (j) above, save and except for any such properties or assets that are Excluded Assets.
Appears in 1 contract
Samples: Asset Purchase and Sale Agreement (Vanguard Natural Resources, LLC)
Assets Included. Subject to Section 1.2, Sellers agree Seller agrees to sell and Buyer agrees to purchase, for the consideration hereinafter set forth, and subject to the terms and provisions herein contained, the following described properties, rights and interests:
(a) All rightsright, titles title and interests interest of Sellers Seller in and to the Leases described on Exhibit A-1 I attached hereto and made a part hereof for all purposes (and any ratifications and/or amendments to such Leases, whether or not such ratifications or amendments are described on such Exhibit A-1)I;
(b) Without limitation of the foregoing but subject to Section 1.2, all other right, title and interest (of whatever kind or character, whether legal or equitable, and whether vested or contingent) of Sellers Seller in and to the oil, gas, gas and other minerals in and under or that may be produced from the lands described in Exhibits X-0, X-0, and A-3 Exhibit I hereto or described in any of the Leases described on such Exhibit A-1 I (including interests in Leases, overriding royalties, production payments and net profits interests in such lands or such Leases, and fee mineral interests, fee royalty interests, interests and other interests in so far as they cover such lands), even though Sellers’ Seller's interest therein may be incorrectly described in, or omitted from, such Exhibits X-0, X-0, and A-3Exhibit I;
(c) All rights, titles and interests of Sellers Seller in and to, or otherwise derived from, all presently existing and valid oil, gas, gas or mineral unitization, pooling, or communitization agreements, declarations, declarations and/or orders and in and to the properties covered and the units created thereby (including all units formed under orders, rules, regulations, or other official acts of any federal, state, or other authority having jurisdiction, voluntary unitization agreements, designations and/or declarations) relating to the properties described in paragraphs (a) and (b) above;
(d) All rights, titles, titles and interests of Sellers Seller in and to the Material Contracts and all presently existing and valid production sales (and sales related) contracts, operating agreements, and other agreements and contracts which relate to any of the properties described in paragraphs (a), (b) and (c) above, or which relate to the exploration, development, operation, or maintenance thereof or the treatment, storage, transportation or marketing of production therefrom (or allocated thereto);
(e) All rights, titles, titles and interests of Sellers Seller in and to all materials, supplies, machinery, equipment, improvements and other personal property and fixtures (including all xxxxx, wellhead equipment, pumping units, flowlines, tanks, buildings, injection facilities, saltwater disposal facilities, compression facilities, gathering systems, and other equipment), and all easements, rights-of-way, surface leases and other surface rights, all Permits and licenses, and all other appurtenances being used or held for use in connection with, or otherwise related to, the exploration, development, operation or maintenance of any of the properties described in paragraphs (a), (b) and (c) above, or the treatment, storage, transportation, transportation or marketing of production therefrom (or allocated thereto);
(f) Subject to any third party rights, all All of Sellers’ Seller's lease files, abstracts and title opinions, production records, well files, accounting records (but not including general financial and accounting records attributable to Sellers Seller or Sellers’ Seller's business), seismic records and surveys, gravity maps, electric logs, geological or geophysical data and records, and other files, documents and records of every kind and description which relate to the properties described above (the “Records”)above; provided, however that Sellers may retain copies of any or all of the Records;and
(g) The lease for the All of Seller's rights, title and interests in its office premises used by Sellers located at “000 Xxxxxxxxxx Xxxx, Xxxxxxxxxx, XX” and the field offices building and premises located in Jal, New Mexico, as more particularly described on in Exhibit A-4 II attached hereto and made a part hereof for all purposes, and all furniture, fixtures, fixtures and equipment located thereat, including computers, telephone equipment and other similar items of tangible personal property directly associated with the Properties; and
(h) The vehicles described on Exhibit A-5property.
Appears in 1 contract
Samples: Asset Purchase and Sale Agreement (EV Energy Partners, LP)
Assets Included. Subject to Section 1.2, Sellers agree to sell and Buyer agrees to purchase, for the consideration hereinafter set forth, and subject to the terms and provisions herein contained, the following described properties, rights and interests:
(a) All rightsright, titles title and interests interest of Sellers in and to the Leases described on Exhibit A-1 A attached hereto and made a part hereof for all purposes (and any ratifications and/or amendments amendments, renewals or extensions to such Leases, whether or not such ratifications ratifications, amendments, renewals or amendments extensions are described on such Exhibit A-1A);
(b) Without limitation of the foregoing but subject to Section 1.2, all other right, title and interest (of whatever kind or character, whether legal or equitable, and whether vested or contingent) of Sellers in and to the oil, gas, and other minerals in and under or that may be produced from the lands described in Exhibits X-0Exhibit A hereto, X-0, and A-3 hereto or described in any of the Leases described on such Exhibit A or included within the area outlined in red on the Plat attached as Exhibit A-1 hereto (including interests in Leases, overriding royalties, production payments and net profits interests in such lands or such Leases, and fee mineral interests, fee royalty interests, and other interests in so far as they cover such lands), even though Sellers’ interest therein may be incorrectly described in, or omitted from, such Exhibits X-0, X-0, and A-3Exhibit A;
(c) All rights, titles and interests of Sellers in and to, or otherwise derived from, all presently existing and valid oil, gas, or mineral unitization, pooling, or communitization agreements, declarations, and/or orders and in and to the properties covered and the units created thereby (including all units formed under orders, rules, regulations, or other official acts of any federal, state, or other authority having jurisdiction, voluntary unitization agreements, designations and/or declarations) relating to the properties described in paragraphs (a) and (b) above;
(d) All rights, titles, and interests of Sellers in and to the Material Contracts and all presently existing and valid production sales (and sales related) contracts, operating agreements, and other agreements and contracts which relate to any of the properties described in paragraphs (a), (b) and (c) above, or which relate to the exploration, development, operation, or maintenance thereof or the treatment, storage, transportation or marketing of production therefrom (or allocated thereto);
(e) All rights, titles, and interests of Sellers in and to all materials, supplies, machinery, equipment, improvements and other personal property and fixtures (including all xxxxx, wellhead equipment, pumping units, flowlines, tanks, buildings, injection facilities, saltwater disposal facilities, compression facilities, gathering systems, and other equipment), and all easements, rights-of-way, surface tracts, surface leases and other surface rights, all Permits and licenses, and all other appurtenances being used or held for use in connection with, or otherwise related to, the exploration, development, operation or maintenance of any of the properties described in paragraphs (a), (b) and (c) above, or the treatment, storage, transportation, or marketing of production therefrom (or allocated thereto);
(f) Subject to any third party rights, all of Sellers’ lease files, title opinions, production records, well files, accounting records (but not including general financial and accounting records attributable to Sellers or Sellers’ business), seismic records and surveys, gravity maps, electric logs, geological or geophysical data and records, and other files, documents and records of every kind and description which relate to the properties described above (the “Records”); provided, however that Sellers may may, at their expense, retain copies of any or all of the Records;; and
(g) The lease for To the office premises used by extent transferable, all of Sellers’ right to enforce representations, warranties and indemnities under agreements with third parties in favor of Sellers located at “000 Xxxxxxxxxx Xxxxrespecting one or more of the properties and interests described in paragraphs (a), Xxxxxxxxxx, XX” (b) and the field offices and premises described on Exhibit A-4 and all furniture, fixtures, and equipment located thereat, including computers, telephone equipment and other similar items of tangible personal property directly associated with the Properties; and
(hc) The vehicles described on Exhibit A-5above.
Appears in 1 contract
Samples: Asset Purchase and Sale Agreement (Linn Energy, LLC)
Assets Included. Subject to Section 1.2, Sellers agree Seller agrees to sell and Buyer agrees to purchase, for the consideration hereinafter set forth, and subject to the terms and provisions herein contained, the following described properties, rights and interestsinterests pertaining to lands situated in the East Mud Lake Field, Cameron Parish, Louisiana:
(a) All rightsFifty percent (50%) of Seller's right, titles title and interests of Sellers interest in and to the Leases those mineral rights and properties described on in Exhibit A-1 A attached hereto and made a part hereof for all purposes (and any ratifications and/or amendments to such Leases, whether or not such ratifications or amendments are described on such Exhibit A-1)purposes;
(b) Without limitation of the foregoing but subject to Section 1.21.2 and subject to the percentage of the Seller’s interest being sold pursuant to Subsection 1.1(a), all other rightrights, title and interest interests (of whatever kind or character, whether legal or equitable, and whether vested or contingent) of Sellers Seller in and to the oil, gas, gas and other minerals in and under or that may be produced from the lands described in Exhibits X-0, X-0, and A-3 Exhibit A hereto or described in any of the Leases described on such Exhibit A-1 (including interests in Leasesoil, gas or mineral leases covering such lands, overriding royalties, production payments and payments, net profits interests interests, and similar interests, in such lands or such Leasesleases, and fee mineral interests, fee royalty interests, interests and other interests in such oil, gas and other minerals), whether such lands be described in a description set forth in such Exhibit A or be described in such Exhibit A by reference to another instrument (and without limitation by any depth limitations that may be set forth in such Exhibit A or in any such instrument so far as they cover such landsreferred to for description), even though Sellers’ Seller's interest therein in such oil, gas and other minerals and mineral rights may be incorrectly described in, or omitted from, such Exhibits X-0, X-0, and A-3Exhibit A;
(c) All rightsSubject to the percentage of the Seller’s interest being sold pursuant to Subsection 1.1(a), titles of all right, title and interests interest of Sellers Seller in and to, or otherwise derived from, all presently existing and valid oil, gas, gas or mineral unitization, pooling, or and/or communitization agreements, declarations, declarations and/or orders and in and to the properties covered and the units created thereby (including all units formed under orders, rules, regulations, or other official acts of any federal, state, or other authority having jurisdiction, voluntary unitization agreements, designations and/or declarations) relating to the properties described in paragraphs (a) and (b) above;
(d) All rightsSubject to the percentage of the Seller’s interest being sold pursuant to Subsection 1.1(a), titlesall right, title and interests interest of Sellers Seller in and to the Material Contracts and all presently existing and valid production sales (and sales related) contracts, assignments, transfers, operating agreements, equipment rental agreements and all other agreements and contracts which relate to any of the properties described in paragraphs (a), (b) and (c) above, or which relate to the acquisition, exploration, development, operation, or maintenance thereof of the Properties, including, without limitation, all the contracts, agreements, instruments, or other documents related to the Properties described in (e) below, or the treatment, storage, transportation or marketing of production therefrom (or allocated thereto), including, without limitation, all of the contracts and agreements identified on Exhibit B hereto (collectively the “Contracts”);
(e) All rightsSubject to the percentage of the Seller’s interest being sold pursuant to Subsection 1.1(a), titlesall right, title and interests interest of Sellers Seller in and to all materials, supplies, machinery, equipment, improvements and other personal property and fixtures (including all xxxxxxxxxx identified on Exhibit A, wellhead equipment, pumping units, flowlines, tanks, buildings, injection facilities, saltwater disposal facilities, compression facilities, gathering systems, and other equipment), and all easements, rights-of-wayrights‑of‑way, surface leases and other surface rights, all Permits permits and licenses, and all other appurtenances being used or held for use in connection with, or otherwise related to, the exploration, development, operation or maintenance of any of the properties described in paragraphs (a), (b) and (c) above, or the treatment, storage, transportation, transportation or marketing of production therefrom (or allocated thereto);
(f) Subject to any third party rightsthe percentage of the Seller’s interest being sold pursuant to Subsection 1.1(a), a copy of all of Sellers’ Seller's lease files, abstracts and title opinions, production records, well files, accounting records (but not including general financial and accounting records attributable to Sellers or Sellers’ businessrecords), seismic records and surveys, gravity maps, electric logs, geological or geophysical data and records, and other files, documents and records of every kind and description which relate to the properties described above (the “Records”); provided, however that Sellers may retain copies of any or all of the Records;
(g) The lease Subject to the percentage of the Seller’s interest being sold pursuant to Subsection 1.1(a), all funds held in suspense or escrow by Seller as of the Effective Date pertaining to production obtained from any of the properties described in paragraphs (a), (b) and (c) above, which are owing to third party owners of royalty, overriding royalty, working or other interests in respect of production of Hydrocarbons attributable to such properties prior to the Effective Date (“Suspense Funds”). As used herein: (i) "Oil and Gas Properties" (each an “Oil and Gas Property”) means the properties and interests described in paragraphs (a), (b) and (c) above, save and except for any such properties or assets that are Excluded Assets; (ii) "Properties" (each a “Property”) means the office premises used by Sellers located at “000 Xxxxxxxxxx XxxxOil and Gas Properties plus the rights, Xxxxxxxxxxproperties and interests described in paragraphs (d), XX” (e), (f) and the field offices (g) above, save and premises described on Exhibit A-4 and all furniture, fixtures, and equipment located thereat, including computers, telephone equipment and other similar items of tangible personal property directly associated with the Properties; and
(h) The vehicles described on Exhibit A-5except for any such properties or assets that are Excluded Assets.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Viking Energy Group, Inc.)
Assets Included. Subject to Section 1.2, LP Sellers agree to sell and Buyer agrees to purchaseaccept, for the consideration hereinafter set forth, and subject to the terms and provisions herein contained, all of LP Sellers’ rights, titles and interests in and to the following described properties, rights and interestsfollowing:
(a) All rightsright, titles title and interests interest of LP Sellers in and to the Leases described on Exhibit A-1 A attached hereto and made a part hereof for all purposes (and any ratifications and/or amendments to such Leases, whether or not such ratifications or amendments are described on such Exhibit A-1A);
(b) Without limitation of the foregoing but subject to Section 1.2, all other right, title and interest (of whatever kind or character, whether legal or equitable, and whether vested or contingent) of LP Sellers in and to the oil, gas, and other minerals in and under or that may be produced from the lands described in Exhibits X-0, X-0, and A-3 hereto Exhibit A or described in any of the Leases described on such Exhibit A-1 A (including interests in Leases, overriding royalties, production payments and net profits interests in such lands or such Leases, and fee mineral interests, fee royalty interests, and other interests in so far as they cover such lands), even though LP Sellers’ interest therein may be incorrectly described in, or omitted from, such Exhibits X-0, X-0, and A-3Exhibit A;
(c) All rights, titles and interests of LP Sellers in and to, or otherwise derived from, all presently existing and valid oil, gas, or mineral unitization, pooling, or communitization agreements, declarations, and/or orders and in and to the properties covered and the units created thereby (including all units formed under orders, rules, regulations, or other official acts of any federal, state, or other authority having jurisdiction, voluntary unitization agreements, designations and/or declarations) relating to the properties described in paragraphs (a) and (b) above;
(d) All rights, titles, and interests of LP Sellers in and to the Material Contracts and all presently existing and valid production sales (and sales related) contracts, operating agreements, and other agreements and contracts which relate to any of the properties described in paragraphs (a), (b) and (c) above, or which relate to the exploration, development, operation, or maintenance thereof or the treatment, storage, transportation or marketing of production therefrom (or allocated thereto);
(e) All rights, titles, and interests of LP Sellers in and to all materials, supplies, machinery, equipment, improvements and other personal property and fixtures (including all xxxxx, wellhead equipment, pumping units, flowlines, tanks, buildings, injection facilities, saltwater disposal facilities, compression facilities, gathering systems, and other equipment), and all easements, rights-of-way, surface leases and other surface rights, all Permits and licenses, and all other appurtenances being used or held for use in connection with, or otherwise related to, the exploration, development, operation or maintenance of any of the properties described in paragraphs (a), (b) and (c) above, or the treatment, storage, transportation, or marketing of production therefrom (or allocated thereto);; and
(f) Subject to any third party rights, all of LP Sellers’ rights, titles and interests in and to lease files, title opinions, production records, well files, accounting records (but not including general financial and accounting records attributable to LP Sellers or LP Sellers’ business), seismic records and surveys, gravity maps, electric logs, geological or geophysical data and records, and other files, documents and records of every kind and description which relate to the properties described above (the “Records”); provided, however that LP Sellers may retain copies of any or all of the Records;
(g) The lease for the office premises used by Sellers located at “000 Xxxxxxxxxx Xxxx, Xxxxxxxxxx, XX” and the field offices and premises described on Exhibit A-4 and all furniture, fixtures, and equipment located thereat, including computers, telephone equipment and other similar items of tangible personal property directly associated with the Properties; and
(h) The vehicles described on Exhibit A-5.
Appears in 1 contract
Samples: Limited Partnership Asset Purchase and Sale Agreement (Linn Energy, LLC)
