Common use of Assets to be Sold Clause in Contracts

Assets to be Sold. Seller shall sell, assign, transfer and convey to Buyer, and Buyer shall purchase and receive at “Closing” all of Seller’s right, title and interest in and to the following: (a) The oil and gas leases, surface leases and royalties in and to the Xxxx - Xxxxxxxx Field generally depicted as to location on the map identified as Exhibit A hereto and more particularly described on the attached “List of Leases” identified as Exhibit B; (collectively, “Property”); (b) All oil and gas xxxxx, salt water disposal xxxxx, water xxxxx, injection xxxxx and other xxxxx (collectively “Xxxxx”) located on the Property described on Exhibit C entitled Xxxxx Transferred; (c) All equipment, machinery, tanks, fixtures, flowlines, roads, pipelines, pole lines, appurtenances, materials, improvements, and other real, personal, and mixed property (collectively “Personal Property”) located on or used in the operations of or relating to the production on the Property described on Exhibit D entitled Personal Property Transferred; (d) All natural gas, casinghead gas, drip gasoline, natural gasoline, natural gas liquids, condensate products, crude oil and other hydrocarbons, whether gaseous or liquid, produced from or allocable to the Property after the Effective Date (“Hydrocarbons”); (e) All contracts, permits, road use agreements, rights-of-way, easements, licenses, servitudes and agreements relating to the Property, Personal Property and Xxxxx, or the ownership or operation thereof, or the production, treatment, sale, storage or disposal of the Hydrocarbons, water, or substances associated therewith, together with all rights, obligations, privileges, and benefits of Seller hereunder (“Applicable Contracts”) arising on or after the Effective Date described on Exhibit E entitled Applicable Contracts Transferred; (f) Originals (if in the possession of Seller or its affiliates, and with a set of copies to be maintained by Seller) of all of the files, records, information and materials relating to the Property, Xxxxx, Personal Property, Hydrocarbons and Applicable Contracts, owned by Seller and which Seller is not prohibited from transferring to Buyer by law or existing contractual relationship (collectively, “Records”), including, without limitation: (i) lease, land and title records (including abstracts of title, title opinions, certificates of title, title curative documents, division orders, and division order files) (“Land Files”), (ii) the Applicable Contracts; (iii) geophysical, geological, engineering and other technical data, if any, relating to the Xxxxx and Property; and (iv) all well, environmental, and production files (the “Well Files”); (g) All franchises, licenses, permits, approvals, consents, certificates and other authorizations and other rights granted by governmental authorities that relate to the Property or the ownership or operation of any thereof (“Permits”) described on Exhibit F entitled Permits Transferred; and (h) The Property, Xxxxx, Personal Property, Hydrocarbons, Applicable Contracts, Records, and Permits, are hereinafter collectively referred to as the “Assets.”

Assets to be Sold. Seller (a) On the terms and subject to the conditions of this Agreement, on the Closing Date, Parent shall cause the Seller, International Subsidiary and its Affiliates (which term, as used throughout this Agreement, includes International Subsidiary), to sell, assign, transfer and convey to Buyer, and Buyer shall purchase from Seller, International Subsidiary and receive at “Closing” its Affiliates, all of Seller’s right, title and interest of Seller, International Subsidiary and its Affiliates in and to the following: (a) The oil following assets, free and gas leases, surface leases and royalties in and to the Xxxx - Xxxxxxxx Field generally depicted as to location on the map identified as Exhibit A hereto and more particularly described on the attached “List clear of Leases” identified as Exhibit B; all Encumbrances (collectively, the “PropertyPurchased Assets”);): (bi) All oil the Intellectual Property listed on Schedule 2.1(a)(i) and gas xxxxx, salt water disposal xxxxx, water xxxxx, injection xxxxx and any other xxxxx (collectively “Xxxxx”) located on Intellectual Property used exclusively or principally in connection with the Property described on Exhibit C entitled Xxxxx Transferred; (c) All equipment, machinery, tanks, fixtures, flowlines, roads, pipelines, pole lines, appurtenances, materials, improvements, and other real, personal, and mixed property (collectively “Personal Property”) located on or used in the operations of or relating to the production on the Property described on Exhibit D entitled Personal Property Transferred; (d) All natural gas, casinghead gas, drip gasoline, natural gasoline, natural gas liquids, condensate products, crude oil and other hydrocarbons, whether gaseous or liquid, produced from or allocable to the Property after the Effective Date (“Hydrocarbons”); (e) All contracts, permits, road use agreements, rights-of-way, easements, licenses, servitudes and agreements relating to the Property, Personal Property and Xxxxx, or the ownership or operation thereof, or the production, treatment, sale, storage or disposal of the Hydrocarbons, water, or substances associated therewithBusiness, together with all rightsgoodwill associated therewith, obligations, privilegesremedies against infringement thereof, and benefits rights to protection of Seller hereunder (“Applicable Contracts”) arising on or after the Effective Date described on Exhibit E entitled Applicable Contracts Transferredinterests provided thereby; (fii) Originals all customer lists, historical samples, designs, prototypes, molds and kits (if in the possession of Seller or its affiliates, and with a set of copies to be maintained by Seller) of all of the files, records, information and materials relating to the Property, Xxxxx, Personal Property, Hydrocarbons and Applicable Contracts, owned by Seller and which Seller is not prohibited from transferring to Buyer by law or existing contractual relationship (collectively, “Records”), including, without limitation: (i) lease, land all historical samples, designs, prototypes, molds and title records (including abstracts kits related to the England national football team and the Manchester City football team, it being understood that such materials are for archival purposes only and not for any use that violates the Intellectual Property rights of title, title opinions, certificates of title, title curative documents, division orders, and division order files) (“Land Files”any Person), sample books, prototypes, promotional and advertising materials (ii) which may be retained in the Applicable Contracts; possession of, used or disposed of by Seller to the extent necessary to provide the services contemplated by the Transitional Services and License Agreement), archive files or other similar items used exclusively or primarily in connection with the Business that are not Intellectual Property or Excluded Assets; (iii) geophysical, geological, engineering the Contracts listed on Schedule 2.1(a)(iii) (the “Assigned Contracts”) and other technical dataall Contract Rights thereunder; (iv) the pro rata portion of advances or guaranteed minimum royalty and advertising payments, if any, relating to periods after the Xxxxx and Property; and (iv) all wellClosing Date under the Assigned Contracts, environmentalas provided in Section 2.6, and production files (any liquidated damages under the “Well Files”); (g) All franchises, licenses, permits, approvals, consents, certificates and other authorizations and other rights granted by governmental authorities that relate to the Property or the ownership or operation of any thereof (“Permits”) described on Exhibit F entitled Permits TransferredAssigned Contracts; and (hv) all claims, causes of action and other legal rights and remedies, whether or not known as of the Closing, relating to the ownership of the above-listed Purchased Assets, but excluding claims against Buyer with respect to the transactions contemplated herein. (b) There is excluded from the sale and purchase contemplated by this Agreement all assets of Seller and its Affiliates of whatever nature, whether presently in existence or arising hereafter, other than the Purchased Assets, including without limitation, the Excluded Assets. (c) The PropertyUS Buyer shall purchase any and all US Assets hereunder and Global Buyer shall purchase any and all Global Assets hereunder. The US Buyer shall have the right, Xxxxxbut not the obligation, Personal Property, Hydrocarbons, Applicable Contracts, Recordsto designate one or more of its Subsidiaries to purchase any or all of the US Assets, and Permitsthe Global Buyer shall have the right, are hereinafter collectively referred but not the obligation, to as designate one or more of its Subsidiaries to purchase any or all of the Global Assets or to become the employer of any Accepting Employees, in which case the term “AssetsBuyer” in this Agreement shall be deemed to include such designated Subsidiary(ies).”

Assets to be Sold. Seller On the terms and subject to the conditions set forth in this Agreement, at Closing, Sellers shall sell, assign, transfer and convey assign to BuyerPurchaser, and Buyer Purchaser shall purchase and receive at “Closing” from each Seller all of each Seller’s right, title and interest in and to the following:following properties, assets and rights related to or used or held for use in connection with the Locations as the same may exist as of Closing, except to the extent they are Excluded Assets (collectively, the “Assets”): (a) The oil following real property and gas leases, surface leases and royalties in and to interest therein: (i) Any real property owned by a Seller comprising the Xxxx - Xxxxxxxx Field generally depicted as to location on the map identified as Exhibit A hereto and Locations more particularly described on Schedule 1.1(a)(i), together with all buildings and improvements erected thereon and any easements, rights-of-way or use, privileges, licenses, variances, non-conforming use rights, development rights and approvals, zoning rights and approvals, hereditaments, appurtenances, interests and other rights belonging to or inuring to the attached “List benefit of Leases” identified as Exhibit B; such parcel of land and any and all right, title and interest of the Seller in and to any land lying in the bed of any highway, street, road or avenue, opened or proposed, abutting or adjoining such parcels of land, subject only to the Permitted Encumbrances (collectively, the “PropertyPurchased Owned Real Properties”); (ii) Any real property leases, including all rights and interests of any Seller under any ground lease, with a Seller as lessee and a third party, unaffiliated with any Seller, as lessor (the “Purchased Leases”) more particularly described on Schedule 1.1(a)(ii), covering the Locations more particularly described on Schedule 1.1(a)(ii), (collectively, the “Purchased Leased Real Properties” and, together with the Purchased Owned Real Properties, the “Real Properties”); (b) All oil and gas xxxxx, salt water disposal xxxxx, water xxxxx, injection xxxxx buildings and other xxxxx improvements, together with all machinery, fixtures, equipment, car wash equipment, heating, plumbing, electrical, lighting, ventilating and air-conditioning equipment (collectively excluding Fuel Equipment) owned by a Seller and now situated at the Locations (collectively, the “XxxxxTangible Personal Property”) located on the Property described on Exhibit C entitled Xxxxx Transferred); (c) All equipment, machinery, tanks, fixtures, flowlines, roads, pipelines, pole lines, appurtenances, materials, improvements, The leases and other realagreements with tenants of the Real Properties, personalas listed on Schedule 1.1(c) (collectively, and mixed property (collectively “Personal PropertyTenant Leases”) located on or used in the operations of or relating to the production on the Property described on Exhibit D entitled Personal Property Transferred); (d) All natural gasfuel fixtures and equipment now attached to or used in connection with the Purchased Owned Real Properties and Purchased Leased Real Properties, casinghead gasincluding without limitation all petroleum pumps and dispensers, drip gasolineunderground and aboveground fuel storage tanks, natural gasolinecanopies, natural gas liquidsfuel lines, condensate productsfittings and connections used in the ordinary course of business to receive, crude oil and other hydrocarbonsstore and/or dispense fuels as described on Schedule 1.1(d) (collectively, whether gaseous or liquid, produced from or allocable to the Property after the Effective Date (“HydrocarbonsFuel Equipment”); (e) All contractsplans, permitsspecifications, road use agreementsconstruction documents, rights-of-wayblueprints, easementsreal estate files, licensesenvironmental studies and reports, servitudes inspection reports, surveys, underground storage tank registrations and agreements reports, financial records (which shall consist of copies of such records for the past year and subsequent periods pertaining to the business conducted by Sellers at each Location), and government compliance files in any Seller’s possession or control now or as of the Closing related solely to any buildings and improvements at the Fee/Leased Locations or the Sellers’ operations at the Real Properties (collectively, the “Books and Records”); (f) Rights to proceeds from any state petroleum storage tank fund for claims relating to a Location, except those that relate to Remedial Measures (as defined in Section 8.7 below) previously paid for or accrued by a Seller for claims relating to a Location (the Property, Personal Property “Fund Proceeds”); and Xxxxx, (ii) condemnation proceeds relating to a Location or the ownership access to or operation thereof, or the production, treatment, sale, storage or disposal of the Hydrocarbons, water, or substances associated therewith, together with all rights, obligations, privileges, and benefits of parking for a Location received by a Seller hereunder (“Applicable Contracts”) arising on before or after the Effective Date described on Exhibit E entitled Applicable Contracts Transferredof this Agreement that relate to relocation or repairs that have not been done by the Seller; (fg) Originals (if in The trade names “Zoomerz,” “Zoomerz Freezie,” “The Original Energy Drink,” “PureJava,” and “Pure Java the possession of Seller or its affiliatesOriginal Energy Drink” and all derivatives thereof, and with a set any and all related trademarks and trade dress; (h) The rights of copies to be maintained by Sellerfirst refusal and/or purchase options as listed on the attached Schedule 1.1(h) of all of the files, records, information and materials relating to the Property, Xxxxx, Personal Property, Hydrocarbons and Applicable Contracts, owned by Seller and which Seller is not prohibited from transferring to Buyer by law or existing contractual relationship (collectively, “Records”), including, without limitation: (i) lease, land and title records (including abstracts of title, title opinions, certificates of title, title curative documents, division orders, and division order files) (“Land Files”), (ii) the Applicable Contracts; (iii) geophysical, geological, engineering and other technical data, if any, relating to the Xxxxx and Property; and (iv) all well, environmental, and production files (the “Well FilesROFR’s and Options”); (gi) All franchisesThe Motor Fuel Supply Agreement (Branded) dated April 15, licenses2011, permitsby and between Xxxxxx Petroleum, approvalsInc. and Mountain View Express, consents, certificates and other authorizations and other rights granted by governmental authorities that relate to LLC (the Property or the ownership or operation of any thereof (“PermitsMountain View Supply Agreement”) described on Exhibit F entitled Permits Transferred); and (hj) The Property, Xxxxx, Personal Property, Hydrocarbons, Applicable Contracts, RecordsAll other assets of Sellers, and Permitsrights, are hereinafter collectively referred claims, causes of action, judgments and warranties (express or implied) in favor of the Sellers, relating to as any or all of the “AssetsAssets or otherwise relating to the operation of the Locations.”

Assets to be Sold. (a) Subject to the terms and conditions herein, Seller shall sell, assign, transfer and convey to Buyerassign, and Buyer shall purchase purchase, pay for and receive at “Closing” receive, all of Seller’s right, title and interest in and to the following, save and except the Excluded Assets: (ai) The the oil and gas leases, surface leases oil, gas and royalties mineral leases, working interests, production payments, net profits interests, fee mineral interests, royalty interests, overriding royalty interests, non-working and carried interests, reversionary interests, possibilities of reverter, conversion rights and options, operating rights and other interests in land described or referred to in Exhibit “A”, together with all of Seller’s other rights, titles and interests in and to the Xxxx - Xxxxxxxx Field generally depicted as to location on the map identified as Exhibit A hereto and more particularly above-described on the attached “List of Leases” identified as Exhibit B; properties (collectively, the “PropertyLeases”), together with all lands, leases and minerals that may be allocated to, pooled, unitized or communitized with any of the Leases, together with a corresponding part of all oil and gas pooling and unitization agreements, declarations, designations and orders relating to the Leases (such pooled or unitized areas being, collectively, the “Units”); (bii) All any and all oil and gas xxxxx, salt water disposal xxxxx, water xxxxx, injection xxxxx and other xxxxx and wellbores, whether abandoned, not abandoned, plugged or unplugged, located on the Leases or within the Units, together with all of Seller’s other rights, titles and interests in and to the above-described xxxxx and Units (collectively collectively, the “Xxxxx”) located on the Property described ), including, without limitation, those Xxxxx identified on Exhibit C entitled Xxxxx Transferred“A”); (ciii) All all easements, rights-of-way, servitudes, lands, surface and subsurface lease agreements, surface use agreements and other rights or agreements related to the use of the surface and subsurface, in each case to the extent used in connection with the exploration, development or operation of the Leases, Units or Xxxxx, including, without limitation those rights and interests described or referred to in Exhibit “B” (the “Surface Interests”); (iv) all structures, facilities, wellheads, tanks, pumps, compressors, separators, equipment, machinery, tanks, fixtures, flowlines, roads, pipelines, pole gathering lines, appurtenances, materials, improvements, workover rigs, SCADA hardware and software and any other real, personal, and mixed personal property (collectively “Personal Property”) located on or used in the operations exploration, development or operation of the Leases, Units or relating to Xxxxx (collectively, the production on the Property described on Exhibit D entitled “Personal Property TransferredProperty”); (dv) All all natural gas, casinghead gas, drip gasoline, natural gasoline, natural gas liquids, condensate condensate, products, crude oil and other hydrocarbons, whether gaseous or liquidliquid (the “Hydrocarbons”), produced from and saved from, or allocable to to, the Property Leases, Units or Xxxxx from and after the Effective Date Time (the “Sale Hydrocarbons”); (evi) All contractsto the extent transferable and not including the Leases, all licenses, permits, road use contracts, pooling, unitization and communitization agreements, rightsoperating agreements, processing agreements, division orders, farm-ofin and farm-wayout agreements, easementsrental agreements, licensesequipment lease agreements and all other agreements of any kind or nature, servitudes and agreements whether recorded or unrecorded relating to the Property, Personal Property and Xxxxx, or the ownership or operation thereof, or the production, treatment, sale, storage or disposal of the Hydrocarbons, water, or substances associated therewith, together with all rights, obligations, privileges, and benefits of Seller hereunder (“Applicable Contracts”) arising on or after the Effective Date described on Exhibit E entitled Applicable Contracts Transferred; (f) Originals (if in the possession of Seller or its affiliates, and with a set of copies to be maintained by Seller) of all of the files, records, information and materials relating to the Property, Xxxxx, Personal Property, Hydrocarbons and Applicable Contracts, owned by Seller and which Seller is not prohibited from transferring to Buyer by law or existing contractual relationship (collectively, “Records”)Assets, including, without limitation: , those agreements identified in Schedule 1.1(a)(vi), (ithe “Contracts”); (vii) leaseall original records, books, files, lease files, land and title records (including abstracts of titlefiles, abstracts, title opinions, certificates of titleproduction records, title curative documentswell files, division ordersaccounting records, seismic records and surveys, gravity maps, electronic logs, geological or geophysical data and records, and division order other records, books, files, documents and data (whether tangible, electronic, or in any other medium or format) of every kind and description, directly relating to the Leases, Surface Interests, Xxxxx, Sale Hydrocarbons, Contracts, Personal Property, Imbalances and the interests described in subpart (“Land Files”)ix) below in the possession, (ii) or within the Applicable Contracts; (iii) geophysicalreasonable control, geologicalof Seller, engineering including, without limitation, any engineering, geophysical and geological reports, Seller’s proprietary log data and Seller’s behind pipe potential analysis, and other technical data, if anyregulatory filings, relating to the Xxxxx magnetic tapes, interpretations and Property; other analysis, royalty and (iv) all well, environmentalaccounting records, and production other books, records and files (the “Well Files”); (g) All franchises, licenses, permits, approvals, consents, certificates and other authorizations and other rights granted by governmental authorities that relate to the Property Assets (the “Records”); provided, however, that Seller may keep, at Seller’s expense, copies of the Records, subject to the confidentiality obligations set forth in Section 11.10 below; (viii) all Imbalances (as defined in Section 11.1) as of the Effective Time, and all Hydrocarbons produced prior to the Effective Time from, or allocable to, the ownership Leases, Units and Xxxxx, but in storage or operation upstream of any thereof the applicable sales meter at the Effective Time (the “PermitsStock Hydrocarbons”) described on Exhibit F entitled Permits Transferred), together with all accounts receivable with respect thereto; and (hix) The Propertyall geological and geophysical data relating to the Assets, excluding data that is interpretive in nature and data which cannot be transferred without the payment to any third party; provided, that Seller will cooperate with Buyer to obtain any such transfer-restricted data at the sole expense of Buyer, including but not limited to maps, proprietary and non-proprietary logs, behind pipe analysis, magnetic tapes, raw and processed and reprocessed data, field data, stack and migrated versions of the data, as well as all support data thereto, including digital shotpoint, receiver, and bin center locations, stacking velocities, surveying and shothole drilling information and any other information relating to seismic data; provided, however, that Buyer’s right with respect to any licensed or third party geological and geophysical data acquired as part of the Assets shall be limited, in each case, to the extent such data may be assigned without the payment of any fee (unless paid by Buyer), and to the extent the disclosure of such data is not restricted by the terms of any confidentiality, license or similar agreement. Any such data conveyed hereunder shall be subject to all the terms and conditions of any valid and existing third-party license or similar agreement relating to such data. Seller shall have no obligation to pay any fee or other consideration in order to assign any data to Buyer. (x) All rights of Seller in that certain office lease dated September 4, 2012, by and between Garfield Business Center, LLC, as lessor, and Seller, as lessee, covering certain leased premises located at Xxxxx 000X, 0000 X. Xxxxxxxx Street, Midland, Texas 79705 but expressly excluding all office furniture, personal equipment, fixtures, inventory and improvements owned, leased, rented or used in connection with such office, provided that consent to assign is obtained prior to Closing; (xi) All of Seller’s right, title and interest derived from that certain Asset Purchase Agreement dated September 25, 2012, between Petro Canyon Energy, LLC and Double Eagle Development, LLC, as seller, and Xxxxxxxx Oil & Gas, LP, as buyer (the “RCVC Agreement”) pursuant to which Xxxxxxxx acquired an electronic database of the public records of Xxxxxx County, Texas provided that consent to assign is obtained prior to Closing and that Buyer pays Seller an additional Six Hundred Thousand Dollars ($600,000.00) as an upward adjustment to the Purchase Price at Closing. All such Leases, Units, Xxxxx, Surface Interests, Personal Property, Sale Hydrocarbons, Applicable Contracts, Records, Stock Hydrocarbons and Permits, other assets described above are hereinafter collectively referred to as the “Assets” or, when used individually, an “Asset.” (b) The risk of loss and transfer of possession and control of the Assets shall occur and be made at Closing, but for certain accounting and price adjustments, as well as for allocating certain liabilities, described in this Agreement, as between Seller and Buyer, transfer of ownership and title to the Assets shall be made effective as of the Effective Time.

Assets to be Sold. Seller shall sell, transfer, grant, and assign, transfer or cause others to sell, transfer, grant and convey assign and deliver to Buyer, and Buyer shall purchase and receive at “Closing” all of Seller’s rightrights, title title, and interest interests (but exclusive of the equipment, machinery, and other real, personal, movable, immovable and mixed property expressly reserved by Seller pursuant to Section 1.3 hereof) in and to the following: (a) The oil, gas and mineral leases and/or deeds, operating rights, working interests, net revenue interests and mineral interests described in Exhibit “A,” and further including any renewals, extensions, ratifications and amendments to such leases and/or deeds or interests, or portions of same (collectively, the “Leases”), together with all oil and gas leasesunitization, surface leases pooling and/or communitization agreements, declarations, designations and/or orders relating to the Leases and royalties statutorily, judicially or administratively created drilling, spacing and/or production units, whether recorded or unrecorded, insofar as they relate to the Leases, and all of Seller’s interest in and to the Xxxx - Xxxxxxxx Field generally depicted as properties covered or units created thereby to location on the map identified as Exhibit A hereto and more particularly described on extent attributable to the attached “List of Leases” identified as Exhibit B; Leases (collectively, the “PropertyUnits”);. (b) All Any and all oil and gas xxxxx, salt water disposal xxxxx, water xxxxx, injection xxxxx and other xxxxx and wellbores, whether abandoned, not abandoned, plugged or unplugged, located on the Leases or within the Units or used in connection with the Leases or Units (collectively collectively, the “Xxxxx”) located on the Property described on Exhibit C entitled Xxxxx Transferred;). (c) All buildings, structures, facilities, foundations, wellheads, tanks, pumps, compressors, separators, casing, tubing, pumps, motors, gauges, valves, heaters, treaters, gathering lines, gas lines, water lines, vessels, boilers, equipment, machinery, tanks, fixtures, flowlines, roads, pipelines, pole lines, appurtenances, materials, improvements, and any other real, personal, immovable and mixed property located on or near the Leases or Units and currently or formerly used in the operation of, or relating to the in-field production, treatment, sale, or disposal of Hydrocarbons (collectively as hereinafter defined), water, and associated substances produced from, the Leases, or the Units (collectively, the “Personal Property”) located on or used in the operations of or relating to the production on the Property described on Exhibit D entitled Personal Property Transferred;). (d) All natural gas, casinghead gas, drip gasoline, natural gasoline, natural gas liquids, condensate condensate, products, crude oil and other hydrocarbons, whether gaseous or liquidliquid (“Hydrocarbons”), produced from and severed from, or allocable allocable, after severance, to the Property Leases, the Units, the Xxxxx or the Contracts (as hereinafter defined) on and after the Effective Date (as defined in Section 2.6) (collectively, the “Sale Hydrocarbons”);. (e) All To the extent transferable, all contracts, permits, road use agreements, rights-of-way, easements, servitudes, surface leases, subsurface use agreements, licenses, servitudes pooling agreements, operating agreements, processing agreements, division orders, farm-in and farm-out agreements, and other agreements relating of any kind or nature, whether recorded or not (including but not limited to those described on Exhibit “A”) INSOFAR ONLY as they directly relate and are attributable to the PropertyLeases, Units, the production from either or both, Xxxxx or Personal Property and Xxxxx, or the ownership or operation thereof, or the production, treatment, sale, transportation, gathering, storage or disposal of the Sale Hydrocarbons, water, or substances associated therewith, together with all rights, obligations, privileges, and benefits of Seller hereunder therewith (the “Applicable Contracts”) arising on or after ). The Contracts shall include, but not be limited to the Effective Date Aneth Gas Plant Joint Operating Agreement dated December 31, 1986, as further described on in Exhibit E entitled Applicable Contracts Transferred;“A”. (f) Originals All rights and obligations attributable to Production Imbalances and Assigned Pipeline Imbalances , if any (if the “Assigned Imbalances”). (g) Records or copies thereof, relating to the Leases, Units, Xxxxx, Sale Hydrocarbons, Contracts and Personal Property, in the possession of Seller or its affiliates(the “Records”), and with a set of copies to be maintained by Sellerbut excluding any records which (i) of all of the files, records, information and materials relating to the Property, Xxxxx, Personal Property, Hydrocarbons and Applicable Contracts, owned by Seller and which Seller is not prohibited from transferring to Buyer by law or existing contractual relationship (collectivelyrelationship, “Records”), including, without limitation: (i) lease, land and title records (including abstracts of title, title opinions, certificates of title, title curative documents, division orders, and division order files) (“Land Files”), or (ii) the Applicable Contracts; which constitute Excluded Assets (iii) geophysical, geological, engineering and other technical data, if any, relating to the Xxxxx and Property; and (iv) all well, environmental, and production files (the “Well Files”as defined in Section 1.3); (g) All franchises, licenses, permits, approvals, consents, certificates and other authorizations and other rights granted by governmental authorities that relate to the Property or the ownership or operation of any thereof (“Permits”) described on Exhibit F entitled Permits Transferred; and. (h) The PropertyAll surface use rights in and to that certain 24.26 acre parcel of land (the “Aneth Compressor and Gathering Site”) described more particularly by metes and bounds in the attached Schedule 1.1(h), including ingress and egress rights to said parcel over, across and through the Aneth Plant Site that is excluded from the Assets, and including personal property and associated contractual rights and obligations, all pipelines, gathering lines, compressors and associated equipment and facilities located on said 24.26 acre parcel and described on Schedule 1.1(h) to be used in connection with the operation of what remains of the Aneth Plant and gathering system. All such Leases, Units, Xxxxx, Personal Property, Sale Hydrocarbons, Applicable Contracts, RecordsAssigned Imbalances, Records and Permits, other facilities are hereinafter individually referred to as an “Asset” or collectively referred to as the “Assets.”

Assets to be Sold. 1.1.1 Seller shall sell, transfer, and assign, or cause others to sell, transfer and convey assign and deliver to Buyer, and Buyer shall purchase and receive at “Closing” all of Seller’s rightrights, title title, and interest interests (including without limitation those interests specified on the Exhibits referenced below but exclusive of the personal, movable, immovable and mixed property expressly reserved by Seller pursuant to Section 1.2 hereof) in and to the following: (a) The the oil and gas leasesleases (including, surface leases without limitation, working interests, royalty interests, overriding royalty interests, net profits interest and royalties any other interest in and to the Xxxx - Xxxxxxxx Field generally depicted as to location on the map identified as or affecting same whether described or not) described in Exhibit A hereto and more particularly described on the attached “List of Leases” identified as Exhibit B; A, Schedule 1 (collectively, the “PropertyLeases”), and with respect to the lands affected thereby, together with any pooled or unitized acreage located in whole or in part upon each Lease (the “Units”); (b) All any and all oil and gas xxxxx, salt water disposal xxxxx, water xxxxx, injection xxxxx and other xxxxx and wellbores located on, and all working interests and net revenue interests therein, whether abandoned, not abandoned, plugged or unplugged, located on the Leases, including but not limited to those listed on Exhibit A, Schedule 2 (collectively collectively, the “Xxxxx”) located on the Property described on Exhibit C entitled Xxxxx Transferred); (c) All all structures, facilities, foundations, wellheads, tanks, pumps, compressors, separators, heater treaters, valves, fittings, equipment, machinery, tanks, fixtures, flowlines, roads, pipelines, pole linesplatforms, appurtenancestubular goods, materials, tools, supplies, improvements, and any other real, personal, immovable and mixed property (collectively “Personal Property”) located on or on, used in the operations of operation of, or relating to the production on production, treatment, non-regulated transportation, gathering, marketing, sale, processing, handling or disposal of hydrocarbons, water, and associated substances produced or drained from or attributable to the Property described Leases or the Units as listed on Exhibit D entitled Personal Property TransferredA, Schedules 3 and 4 (the “Facilities”); (d) All all natural gas, casinghead gas, drip gasoline, natural gasoline, natural gas liquids, condensate condensate, products, crude oil and other hydrocarbons, whether gaseous or liquid, produced or drained from or allocable to the Property Assets (as hereinafter defined) on and after the Effective Date (the “Hydrocarbons”); (e) All to the extent transferable, all contracts, permits, road use agreements, rights-of-way, easements, licenseslicenses and authorizations as well as any applications for same, servitudes servitudes, transportation agreements, pooling agreements, operating agreements, gas balancing agreements, participation and processing agreements, confidentiality agreements, side letter agreements relating and any other agreement, document or instrument listed on Exhibit A, Schedules 5 and 6 INSOFAR ONLY as they directly relate and are attributable to the PropertyLeases, Personal Property and Units, Xxxxx, Hydrocarbons, or Facilities or the contractual and wellbore rights thereon or therein or the ownership or operation thereof, or the production, treatment, non-regulated transportation, gathering, marketing, sale, processing, handling disposal, storage or disposal transportation of the Hydrocarbonshydrocarbons, water, or substances associated therewiththerewith (the “Assumed Contracts”); and f) All files, together with all rightsdata and records relating to the Leases, obligationsUnits, privilegesXxxxx, Facilities, Hydrocarbons, and benefits of Seller hereunder (“Applicable Contracts”) arising on or after the Effective Date described on Exhibit E entitled Applicable Assumed Contracts Transferred; (f) Originals (if in the possession of Seller or its affiliates, and with a set of copies to be maintained by Seller) of all of (the files, records, information and materials relating to the Property, Xxxxx, Personal Property, Hydrocarbons and Applicable Contracts, owned by Seller and which Seller is not prohibited from transferring to Buyer by law or existing contractual relationship (collectively, “Records”), including, without limitation) and including as follows: all (i) lease, land mineral interest, land, and title records division order files (including any abstracts of title, title opinions, certificates of title, title curative documents, division orders, and division order files) (“Land Files”orders contained therein), (ii) the Applicable Assumed Contracts; (iii) geophysicalall well, geologicalfacility, engineering operational, environmental, regulatory, compliance and other technical data, if any, relating to the Xxxxx and Property; historic production files and (iv) all wellgeological files, environmental, and production files relating to the Leases (the “Well FilesGeologic Data”); , and (gv) All franchisesaccounting records, licensesbut not including any records which Seller is prohibited from transferring to Buyer by law or existing contractual relationship, permits, approvals, consents, certificates and other authorizations and other rights granted by governmental authorities that relate or which constitute Excluded Assets (as hereinafter defined on in Section 1.2). Notwithstanding anything herein to the Property or contrary, to the ownership or operation extent Seller may own any proprietary seismic data (including reprocessed seismic data), Seller will provide Buyer with a non-exclusive license covering such data but only to the extent such data applies to the Leases and in the case of any thereof (“Permits”) described on Exhibit F entitled Permits Transferred; and (h) The Propertysuch reprocessed data only if Seller has the requisite underlying license. Buyer will assume and bear any third party transfer fees associated with the delivery of any proprietary seismic data. All such Leases, Units, Xxxxx, Personal PropertyFacilities, Hydrocarbons, Applicable Assumed Contracts, Records, and Permits, Records are hereinafter collectively referred to as the “Assets.”

Assets to be Sold. Seller The Sellers shall sellsell and the Purchaser, assignor its assigns, transfer shall buy the following real and convey to Buyer, and Buyer shall purchase and receive at “Closing” all of Seller’s right, title and interest in and to personal property (collectively the following:"Assets"): (a) The oil Premises described in Exhibit 1.01(a), including the following improvements: (i) the Mobile Home Park consisting of 290 lots including the "Xxxxxxx Drive Assets" which is leased and gas leasesoperated as an adult congregate living facility, surface leases the Sewer Plant (as defined below) and royalties in and to the Xxxx - Xxxxxxxx Field generally depicted Commercial Parcels; (ii) the ACLF, consisting of 120 units/156 beds, operating as to location on a licensed adult congregate care facility; and (iii) the map identified Nursing Home, operating as Exhibit A hereto and more particularly described on the attached “List of Leases” identified as Exhibit B; (collectively, “Property”);a skilled nursing facility for 179 beds. (b) All oil of Sellers' tenements, hereditaments, easements and gas xxxxxrights appurtenant to the Premises including, salt water disposal xxxxxbut without limiting the generality thereof, water xxxxxall of the Sellers' rights, injection xxxxx titles and interests in and to streets, alleys or other xxxxx (collectively “Xxxxx”) located public ways adjacent to the Premises, all utilities operated, easements for public utilities, the sewer plant, all sewers and service drainage systems and easements, all rights, of connection to the sewers, cable TV system, and all rights of ingress and egress, on the Property described on Exhibit C entitled Xxxxx Transferredterms conditions and covenants hereinafter set forth; (c) All equipmentExcept as provided in Section 1.02, machineryall personal property located on the Premises including, tanksbut not limited to, all furniture, furnishings, fixtures, flowlinesequipment, roadspatient records, pipelinesinventory and supplies, pole linesincluding but not limited to dishes, appurtenancessilverware, materialsutensils, improvementslawn and garden machinery, maintenance equipment and other realtools, personal, computer software and mixed property (collectively “Personal Property”) located on or vehicles owned by Sellers and used in connection with the operations operation of or relating the Premises, which property is listed in Exhibit 1.01(c) (hereafter collectively referred to as the production on the Property described on Exhibit D entitled Personal Property Transferred"Personalty"); (d) All natural gasof Sellers' leases, casinghead gas, drip gasoline, natural gasoline, natural gas liquids, condensate products, crude oil contracts and other hydrocarbons, whether gaseous or liquid, produced from or allocable agreements relating to the Property after operation of the Effective Date (“Hydrocarbons”Premises described in Exhibit 1.01(d), attached hereto and incorporated herein which leases contracts and agreements shall constitute the "Assumed Contracts"; (e) All contracts, permits, road use agreements, rights-of-way, easements, licenses, servitudes Sellers' interest in and agreements relating to the Property, Personal Property and Xxxxx, or the ownership or operation thereof, or the production, treatment, sale, storage or disposal trade names by which any of the Hydrocarbons, water, or substances associated therewith, together with all rights, obligations, privileges, and benefits of Seller hereunder (“Applicable Contracts”) arising on or after the Effective Date described on Exhibit E entitled Applicable Contracts TransferredPremises are known; (f) Originals (if Any warranties in the possession of Seller or its affiliates, and with a set of copies to be maintained by Seller) of all of the files, records, information and materials relating existence to the Propertypremises, Xxxxx, Personal Property, Hydrocarbons the Personalty and Applicable Contracts, owned by Seller and which Seller is not prohibited from transferring to Buyer by law or existing contractual relationship (collectively, “Records”), including, without limitation: (i) lease, land and title records (including abstracts of title, title opinions, certificates of title, title curative documents, division orders, and division order files) (“Land Files”), (ii) the Applicable Assumed Contracts; (iii) geophysical, geological, engineering and other technical data, if any, relating to the Xxxxx and Property; and (iv) all well, environmental, and production files (the “Well Files”);and (g) All franchises, licenses, permits, approvals, consents, certificates and other authorizations and other rights granted by governmental authorities that relate to the Property or the ownership or operation of any thereof (“Permits”) described on Exhibit F entitled Permits Transferred; and (h) The Property, Xxxxx, Personal Property, Hydrocarbons, Applicable Contracts, Records, and Permits, are hereinafter collectively referred to as the “Assetsgoodwill associated with Sellers.”

Assets to be Sold. (a) Subject to the terms and conditions herein, Seller shall sell, assign, transfer and convey to Buyerassign, and Buyer shall purchase purchase, pay for and receive at “Closing” receive, all of Seller’s right, title and interest in and to the following, save and except the Excluded Assets: (ai) The the oil and gas leases, surface leases oil, gas and royalties mineral leases, fee mineral interests, mineral servitude interests, royalty interests, non- working and carried interests, operating rights and other interests in and land described or referred to the Xxxx - Xxxxxxxx Field generally depicted as to location on the map identified as in Exhibit A hereto and more particularly described on the attached “List of LeasesA” identified as Exhibit B; (collectively, the “PropertyLeases”). together with all oil and gas pooling and unitization agreements, declarations, designations and orders relating to the Leases (such pooled or unitized areas being, collectively, the “Units”); (bii) All any and all oil and gas xxxxx, salt water disposal xxxxx, water xxxxx, injection xxxxx and other xxxxx and wellbores, whether abandoned, not abandoned, plugged or unplugged, located on the Leases or within the Units (collectively collectively, the “Xxxxx”) located on the Property described ), including, without limitation, those Xxxxx identified on Exhibit C entitled Xxxxx Transferred“A”); (ciii) All all easements, rights-of-way, servitudes, lands, surface and subsurface lease agreements, surface use agreements and other rights or agreements related to the use of the surface and subsurface, in each case to the extent used in connection with the exploration, development or operation of the Leases, Xxxxx and Units, including, without limitation, those rights and interests described or referred to in Exhibit “B” (the “Surface Interests”); (iv) all structures, facilities, wellheads, tanks, pumps, compressors, separators, equipment, machinery, tanks, fixtures, flowlines, roads, pipelines, pole gathering lines, appurtenances, materials, improvements, moored trailer house, vessels or boats owned by Seller (or its affiliates) described on Exhibit C, all radio and telephone equipment and any other real, personal, and mixed personal property (collectively “Personal Property”) located on or used in the operations exploration, development or operation of the Leases, Units or relating to Xxxxx, including, without limitation, the production on the Property personal property described on Exhibit D entitled “C” (collectively, the “Personal Property TransferredProperty”); (dv) All all natural gas, casinghead gas, drip gasoline, natural gasoline, natural gas liquids, condensate condensate, products, crude oil and other hydrocarbons, whether gaseous or liquidliquid (the “Hydrocarbons”). produced and saved from, produced from or allocable to to, the Property Leases and Xxxxx from and after the Effective Date Time (the “Sale Hydrocarbons”); (evi) All contractsto the extent transferable, all licenses, permits, road use contracts, pooling, unitization and communitization agreements, rightsoperating agreements, processing agreements, division orders, farm-ofin and farm-wayout agreements, easementsrental agreements, licensesequipment lease agreements and all other agreements of any kind or nature, servitudes and whether recorded or unrecorded, including, without limitation, those agreements relating identified in Schedule 1.1(a)(vi). BUT INSOFAR AND ONLY INSOFAR as the foregoing directly relate to or are attributable solely to the Leases, Units, Xxxxx, Surface Interests or Personal Property, Personal Property and Xxxxx, or the ownership or operation thereof, or the production, treatment, processing, compression, sale, storage transportation, gathering, storage, sale or disposal of the Sale Hydrocarbons, water, water or other substances produced therefrom or associated therewith, together with all rights, obligations, privileges, and benefits of Seller hereunder (“Applicable Contracts”) arising on or after the Effective Date described on Exhibit E entitled Applicable Contracts Transferred; (f) Originals (if in the possession of Seller or its affiliates, and with a set of copies to be maintained by Seller) of all of the files, records, information and materials relating to the Property, Xxxxx, Personal Property, Hydrocarbons and Applicable Contracts, owned by Seller and which Seller is not prohibited from transferring to Buyer by law or existing contractual relationship (collectively, “Records”), including, without limitation: (i) lease, land and title records (including abstracts of title, title opinions, certificates of title, title curative documents, division orders, and division order files) (“Land Files”), (ii) the Applicable Contracts; (iii) geophysical, geological, engineering and other technical data, if any, relating to the Xxxxx and Property; and (iv) all well, environmental, and production files therewith (the “Well FilesContracts”); (gvii) All franchises, licenses, permits, approvals, consents, certificates and other authorizations and other rights granted by governmental authorities that relate original records directly relating to the Leases, Surface Interests, Xxxxx, Sale Hydrocarbons, Contracts, and Personal Property in the possession of Seller, including interpreted geological and geophysical data and maps (to the extent covering such Leases or Units) except such data that cannot be transferred without consent of or payment to a third party (the ownership or operation “Records”); provided, however, that Seller may keep copies of any thereof (“Permits”) described on Exhibit F entitled Permits Transferred; the Records, and; (hviii) The Propertyall Imbalances as of the Effective Time, and all Hydrocarbons produced prior to the Effective Time from, or allocable to, the Leases, Units and Xxxxx, but in storage or upstream of the applicable sales meter at the Effective Time (the “Stock Hydrocarbons”), together with all accounts receivable with respect thereto. All such Leases, Xxxxx, Surface Interests, Personal Property, Sale Hydrocarbons, Applicable Contracts, Records, Stock Hydrocarbons and Permits, other assets described above are hereinafter collectively referred to as the “Assets” or, when used individually, an “Asset”.” (b) The risk of loss and transfer of possession and control of the Assets shall occur and be made at Closing, but as between the Parties, the Buyer and Seller intend to account for certain liabilities and benefits attributable to the Assets as of the Effective Time.

Assets to be Sold. (a) Subject to the terms and conditions herein, Seller shall sell, assign, transfer and convey to Buyerassign, and Buyer shall purchase purchase, pay for and receive at “Closing” receive, all of Seller’s right, title and interest in and to the following, save and except the Excluded Assets: (ai) The the oil and gas leases, surface leases oil, gas and royalties mineral leases, fee mineral interests, mineral servitude interests, royalty interests, non-working and carried interests, operating rights and other interests in and land described or referred to the Xxxx - Xxxxxxxx Field generally depicted as to location on the map identified as in Exhibit A hereto and more particularly described on the attached “List of LeasesA” identified as Exhibit B; (collectively, the “PropertyLeases”). together with all oil and gas pooling and unitization agreements, declarations, designations and orders relating to the Leases (such pooled or unitized areas being, collectively, the “Units”); (bii) All any and all oil and gas xxxxx, salt water disposal xxxxx, water xxxxx, injection xxxxx and other xxxxx and wellbores, whether abandoned, not abandoned, plugged or unplugged, located on the Leases or within the Units (collectively collectively, the “Xxxxx”) located on the Property described ), including, without limitation, those Xxxxx identified on Exhibit C entitled Xxxxx Transferred“A”); (ciii) All all easements, rights-of-way, servitudes, lands, surface and subsurface lease agreements, surface use agreements and other rights or agreements related to the use of the surface and subsurface, in each case to the extent used in connection with the exploration, development or operation of the Leases, Xxxxx and Units, including, without limitation, those rights and interests described or referred to in Exhibit “B” (the “Surface Interests”); (iv) all structures, facilities, wellheads, tanks, pumps, compressors, separators, equipment, machinery, tanks, fixtures, flowlines, roads, pipelines, pole gathering lines, appurtenances, materials, improvements, moored trailer house, vessels or boats owned by Seller (or its affiliates) described on Exhibit C, all radio and telephone equipment and any other real, personal, and mixed personal property (collectively “Personal Property”) located on or used in the operations exploration, development or operation of the Leases, Units or relating to Xxxxx, including, without limitation, the production on the Property personal property described on Exhibit D entitled “C” (collectively, the “Personal Property TransferredProperty”); (dv) All all natural gas, casinghead gas, drip gasoline, natural gasoline, natural gas liquids, condensate condensate, products, crude oil and other hydrocarbons, whether gaseous or liquidliquid (the “Hydrocarbons”). produced and saved from, produced from or allocable to to, the Property Leases and Xxxxx from and after the Effective Date Time (the “Sale Hydrocarbons”); (evi) All contractsto the extent transferable, all licenses, permits, road use contracts, pooling, unitization and communitization agreements, rightsoperating agreements, processing agreements, division orders, farm-ofin and farm-wayout agreements, easementsrental agreements, licensesequipment lease agreements and all other agreements of any kind or nature, servitudes and whether recorded or unrecorded, including, without limitation, those agreements relating identified in Schedule 1.1(a)(vi). BUT INSOFAR AND ONLY INSOFAR as the foregoing directly relate to or are attributable solely to the Leases, Units, Xxxxx, Surface Interests or Personal Property, Personal Property and Xxxxx, or the ownership or operation thereof, or the production, treatment, processing, compression, sale, storage transportation, gathering, storage, sale or disposal of the Sale Hydrocarbons, water, water or other substances produced therefrom or associated therewith, together with all rights, obligations, privileges, and benefits of Seller hereunder (“Applicable Contracts”) arising on or after the Effective Date described on Exhibit E entitled Applicable Contracts Transferred; (f) Originals (if in the possession of Seller or its affiliates, and with a set of copies to be maintained by Seller) of all of the files, records, information and materials relating to the Property, Xxxxx, Personal Property, Hydrocarbons and Applicable Contracts, owned by Seller and which Seller is not prohibited from transferring to Buyer by law or existing contractual relationship (collectively, “Records”), including, without limitation: (i) lease, land and title records (including abstracts of title, title opinions, certificates of title, title curative documents, division orders, and division order files) (“Land Files”), (ii) the Applicable Contracts; (iii) geophysical, geological, engineering and other technical data, if any, relating to the Xxxxx and Property; and (iv) all well, environmental, and production files therewith (the “Well FilesContracts”); (gvii) All franchises, licenses, permits, approvals, consents, certificates and other authorizations and other rights granted by governmental authorities that relate original records directly relating to the Leases, Surface Interests, Xxxxx, Sale Hydrocarbons, Contracts, and Personal Property in the possession of Seller, including interpreted geological and geophysical data and maps (to the extent covering such Leases or Units) except such data that cannot be transferred without consent of or payment to a third party (the ownership or operation “Records”); provided, however, that Seller may keep copies of any thereof (“Permits”) described on Exhibit F entitled Permits Transferred; the Records, and; (hviii) The Propertyall Imbalances as of the Effective Time, and all Hydrocarbons produced prior to the Effective Time from, or allocable to, the Leases, Units and Xxxxx, but in storage or upstream of the applicable sales meter at the Effective Time (the “Stock Hydrocarbons”), together with all accounts receivable with respect thereto. All such Leases, Xxxxx, Surface Interests, Personal Property, Sale Hydrocarbons, Applicable Contracts, Records, Stock Hydrocarbons and Permits, other assets described above are hereinafter collectively referred to as the “Assets” or, when used individually, an “Asset”.” (b) The risk of loss and transfer of possession and control of the Assets shall occur and be made at Closing, but as between the Parties, the Buyer and Seller intend to account for certain liabilities and benefits attributable to the Assets as of the Effective Time.

Assets to be Sold. (a) Subject to the terms and conditions herein, Seller shall sell, assign, transfer and convey to Buyerassign, and Buyer shall purchase purchase, pay for and receive at “Closing” receive, all of Seller’s right, title and interest in and to the following, save and except the Excluded Assets: (ai) The the oil and gas leases, surface leases oil, gas and royalties mineral leases, fee mineral interests, royalty interests, non-working and carried interests, operating rights and other interests in and land described or referred to the Xxxx - Xxxxxxxx Field generally depicted as to location on the map identified as in Exhibit A hereto and more particularly described on the attached “List of LeasesA” identified as Exhibit B; (collectively, the “PropertyLeases”), together with all oil and gas pooling and unitization agreements, declarations, designations and orders relating to the Leases (such pooled or unitized areas being, collectively, the “Units”); (bii) All any and all oil and gas xxxxx, salt water disposal xxxxx, water xxxxx, injection xxxxx and other xxxxx and wellbores, whether abandoned, not abandoned, plugged or unplugged, located on the Leases or within the Units (collectively collectively, the “Xxxxx”) located on the Property described ), including, without limitation, those Xxxxx identified on Exhibit C entitled Xxxxx Transferred“A”); (ciii) All all easements, rights-of-way, servitudes, fee lands, surface and subsurface lease agreements, surface use agreements and other rights or agreements related to the use of the surface and subsurface, in each case to the extent used in connection with the operation of the Leases, Xxxxx and Units, including without limitation those rights and interests described or referred to in Exhibit “B” (the “Surface Interests”); (iv) all structures, facilities, wellheads, tanks, pumps, compressors, separators, equipment, machinery, tanks, fixtures, flowlines, roads, pipelines, pole gathering lines, appurtenances, materials, improvements, vehicles and rolling stock, workover rigs, SCADA hardware and software and any other real, personal, and mixed personal property (collectively “Personal Property”) located on or used in the operations operation of the Leases, Units or relating to Xxxxx, including, without limitation, the production on the Property personal property described on Exhibit D entitled “G” (collectively, the “Personal Property TransferredProperty”); (dv) All all natural gas, casinghead gas, drip gasoline, natural gasoline, natural gas liquids, condensate condensate, products, crude oil and other hydrocarbons, whether gaseous or liquidliquid (the “Hydrocarbons”), produced from and saved from, or allocable to to, the Property Leases and Xxxxx from and after the Effective Date Time (the “Sale Hydrocarbons”); (evi) All contractsto the extent transferable, all licenses, permits, road use contracts, pooling, unitization and communitization agreements, rightsoperating agreements, processing agreements, division orders, farm-ofin and farm-wayout agreements, easementsrental agreements, licensesequipment lease agreements and all other agreements of any kind or nature, servitudes and whether recorded or unrecorded, including, without limitation, those agreements relating identified in Schedule 1.1(a)(vi), BUT INSOFAR AND ONLY INSOFAR as the foregoing directly relate to or are attributable to the Leases, Units, Xxxxx, Surface Interests or Personal Property, Personal Property and Xxxxx, or the ownership or operation thereof, or the production, treatment, sale, storage transportation, gathering, storage, sale or disposal of the Sale Hydrocarbons, water, water or other substances produced therefrom or associated therewith, together with all rights, obligations, privileges, and benefits of Seller hereunder therewith (the “Applicable Contracts”) arising on or after the Effective Date described on Exhibit E entitled Applicable Contracts Transferred); (fvii) Originals (if records directly relating to the Leases, Surface Interests, Xxxxx, Sale Hydrocarbons, Contracts, and Personal Property in the possession of Seller or its affiliates(the “Records”) and; (viii) all Imbalances as of the Effective Time, and with a set of copies all Hydrocarbons produced prior to be maintained by Seller) of all the Effective Time from the Leases, Units and Xxxxx, but in storage or upstream of the filesapplicable sales meter at the Effective Time (the “Stock Hydrocarbons”), recordstogether with all accounts receivable with respect thereto. (ix) membership interests in the Cotton Valley Compression, information and materials relating to L.L.C., a Delaware limited liability company, being 14.286% of the Propertyoutstanding membership interests therein. All such Leases, Xxxxx, Surface Interests, Personal Property, Hydrocarbons and Applicable Sale Hydrocarbons, Contracts, owned by Seller and which Seller is not prohibited from transferring to Buyer by law or existing contractual relationship (collectively, “Records”), including, without limitation: (i) lease, land and title records (including abstracts of title, title opinions, certificates of title, title curative documents, division orders, and division order files) (“Land Files”), (ii) the Applicable Contracts; (iii) geophysical, geological, engineering Records and other technical data, if any, relating to the Xxxxx and Property; and (iv) all well, environmental, and production files (the “Well Files”); (g) All franchises, licenses, permits, approvals, consents, certificates and other authorizations and other rights granted by governmental authorities that relate to the Property or the ownership or operation of any thereof (“Permits”) assets described on Exhibit F entitled Permits Transferred; and (h) The Property, Xxxxx, Personal Property, Hydrocarbons, Applicable Contracts, Records, and Permits, above are hereinafter collectively referred to as the “Assets” or, when used individually, an “Asset.”

Assets to be Sold. Seller Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Effective Time, the Sellers shall sell, convey, assign, transfer and convey deliver to Buyer, and Buyer shall purchase and receive at “Closing” acquire from the Sellers, all of Seller’s the Sellers’ right, title and interest in and to all of the following:Sellers’ property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, which primarily relate to the Xxxxxxx Business as currently conducted, as a going concern, including the following (but excluding the Excluded Assets): (a) The oil the Millersburg Facility and gas leasesall right, surface leases title and royalties interest of Sellers in the Leased Real Property; (b) all Tangible Personal Property, including (i) those items described in Part 2.1(b), and (ii) the jigs and tooling located at Xxxxxxxxx Group’s facilities in Iron River, Michigan and Rhinelander, Wisconsin, to the Xxxx - Xxxxxxxx Field generally depicted as extent dedicated to location the Xxxxxxx Business or included on a list to be mutually agreed between Xxxxxxxxx Group and Buyer prior to the map identified as Exhibit A hereto Closing; (c) all Inventories, including the Inventories in Iron River, Michigan and more particularly described on Rhinelander, Wisconsin primarily related to the attached “List Xxxxxxx Business and consisting of Leases” identified as Exhibit B; jobs in process and unique Xxxxxxx parts; (d) all Accounts Receivable; (e) all Xxxxxxx Contracts (except Excluded Contracts), including those listed in Part 3.20(a), and all outstanding offers or solicitations made by or to any Seller to enter into any Contract primarily related to the Xxxxxxx Business together with all security agreements executed by customers for the benefit of the Xxxxxxx Business (collectively, the “PropertyAssigned Contracts”); (bf) All oil and gas xxxxx, salt water disposal xxxxx, water xxxxx, injection xxxxx and other xxxxx (collectively “Xxxxx”) located on all Governmental Authorizations related to the Property described on Exhibit C entitled Xxxxx Transferred; (c) All equipment, machinery, tanks, fixtures, flowlines, roads, pipelines, pole lines, appurtenances, materials, improvementsXxxxxxx Facilities or primarily related to the Xxxxxxx Business, and other realall pending applications therefor or renewals thereof including those listed in Part 3.17(b), personal, and mixed property (collectively “Personal Property”) located on or used in the operations of or relating each case to the production on the Property described on Exhibit D entitled Personal Property Transferred; (d) All natural gas, casinghead gas, drip gasoline, natural gasoline, natural gas liquids, condensate products, crude oil and other hydrocarbons, whether gaseous or liquid, produced from or allocable extent transferable to the Property after the Effective Date (“Hydrocarbons”); (e) All contracts, permits, road use agreements, rights-of-way, easements, licenses, servitudes and agreements relating to the Property, Personal Property and Xxxxx, or the ownership or operation thereof, or the production, treatment, sale, storage or disposal of the Hydrocarbons, water, or substances associated therewith, together with all rights, obligations, privileges, and benefits of Seller hereunder (“Applicable Contracts”) arising on or after the Effective Date described on Exhibit E entitled Applicable Contracts Transferred; (f) Originals (if in the possession of Seller or its affiliates, and with a set of copies to be maintained by Seller) of all of the files, records, information and materials relating to the Property, Xxxxx, Personal Property, Hydrocarbons and Applicable Contracts, owned by Seller and which Seller is not prohibited from transferring to Buyer by law or existing contractual relationship (collectively, “Records”), including, without limitation: (i) lease, land and title records (including abstracts of title, title opinions, certificates of title, title curative documents, division orders, and division order files) (“Land Files”), (ii) the Applicable Contracts; (iii) geophysical, geological, engineering and other technical data, if any, relating to the Xxxxx and Property; and (iv) all well, environmental, and production files (the “Well Files”)Buyer; (g) All franchisesall data and Records primarily related to the Xxxxxxx Facilities or primarily related to the operations of the Xxxxxxx Business, licensesincluding client and customer lists and Records, permitsreferral sources, approvalsresearch and development reports and Records, consentsproduction reports and Records, certificates service and warranty Records, equipment logs, operating guides and manuals, financial and accounting Records, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other authorizations similar documents and Records and, subject to Legal Requirements, copies of all personnel Records and other rights granted by governmental authorities that relate Records described in Section 2.2(g); (h) all of the Business Names, all Intellectual Property Assets primarily related to the Property Xxxxxxx Business and all intangible rights and property of the Sellers primarily related to the Xxxxxxx Business, including going concern value, goodwill, telephone, telecopy and listings and those items listed in Parts 3.25(d), (e), (f) and (g) which are primarily related to the Xxxxxxx Business, except to the extent specifically excluded under Sections 2.2(m), 2.2(n) or 2.2(s); (i) all claims of the ownership Sellers against third parties primarily relating to the Assets, whether xxxxxx or operation inchoate, known or unknown, contingent or noncontingent, except to the extent specifically excluded under Section 2.2; (j) all rights of any the Sellers relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof (“Permits”primarily related to the Xxxxxxx Business that are not listed in Part 2.2(d) described on Exhibit F entitled Permits Transferredor excluded under Sections 2.2(d), 2.2(e), 2.2(f), 2.2(h), 2.2(i), 2.2(l) and 2.2(o); and (hk) The Propertyall other properties and assets of every kind, Xxxxxcharacter and description, Personal Propertytangible or intangible, Hydrocarbonsowned by any Seller and used or held for use primarily in connection with the Xxxxxxx Business, Applicable Contracts, Recordswhether or not similar to the items specifically set forth above, and Permits, not specifically excluded under Section 2.2. All of the property and assets to be transferred to Buyer hereunder are hereinafter collectively herein referred to collectively as the “Assets.”” Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability or obligation related to the Assets unless Buyer expressly assumes that Liability or obligation pursuant to Section 2.4(a).

Assets to be Sold. Subject to the terms and conditions set forth in this Agreement, at the Closing (as defined in Section 8.1 hereof) Seller shall sell, assigntransfer, transfer convey, assign and convey deliver to Buyer, and Buyer shall purchase and receive at “Closing” acquire from Seller, all of Seller’s 's right, title and interest in and to Seller's assets (wherever located, tangible and intangible, real, personal or mixed, whether known or unknown, accrued or contingent, and whether or not carried on the books and records of Seller) and the Business (and the goodwill associated therewith) as a going concern (collectively, the "Assets") (excluding only the assets specified in Section 2.2 hereof), including, but not limited to, the following: (a) The oil all of Seller's cash and gas leases, surface leases and royalties cash equivalents on hand or in and to the Xxxx - Xxxxxxxx Field generally depicted as to location on the map identified as Exhibit A hereto and more particularly described on the attached “List of Leases” identified as Exhibit B; (collectively, “Property”)banks; (b) All oil all machinery, equipment, furniture, furnishings, automobiles, trucks, vehicles, tools, dies, molds and gas xxxxxparts and similar property (including, salt water disposal xxxxxbut not limited to, water xxxxx, injection xxxxx and any of the foregoing purchased subject to any conditional sales or title retention agreement in favor of any other xxxxx (collectively “Xxxxx”) located on the Property described on Exhibit C entitled Xxxxx TransferredPerson); (c) All equipment, machinery, tanks, fixtures, flowlines, roads, pipelines, pole lines, appurtenances, all inventories of raw materials, improvementswork in process, finished products, goods, spare parts, replacement and component parts, and office and other realsupplies, personal, and mixed property wherever located including any items in transit to Seller (collectively “Personal Property”) located on or used in the operations of or relating to the production on the Property described on Exhibit D entitled Personal Property Transferred"Inventory"); (d) All natural gasall rights in and to products sold or leased (including unpaid sellers' rights of rescission, casinghead gasreplevin, drip gasoline, natural gasoline, natural gas liquids, condensate products, crude oil reclamation and other hydrocarbons, whether gaseous or liquid, produced from or allocable rights to the Property after the Effective Date (“Hydrocarbons”stoppage in transit); (e) All contracts, permits, road use agreements, rights-of-way, easements, licenses, servitudes and agreements relating to the Property, Personal Property and Xxxxx, or the ownership or operation thereof, or the production, treatment, sale, storage or disposal all of the Hydrocarbonsrights of the Seller under all Contracts, water, or substances associated therewith, together with all rights, obligations, privilegesincluding the Services Agreement, and benefits any right to receive payment for products sold or services rendered, and to receive goods and services, pursuant to such Contracts and to assert claims and take other rightful actions in respect of Seller hereunder (“Applicable breaches, defaults and other violations of such Contracts”) arising on or after the Effective Date described on Exhibit E entitled Applicable Contracts Transferred; (f) Originals (if in the possession of Seller or its affiliatesall credits, prepaid expenses, deferred charges, advance payments, security deposits and with a set of copies to be maintained by Seller) of all of the files, records, information and materials relating to the Property, Xxxxx, Personal Property, Hydrocarbons and Applicable Contracts, owned by Seller and which Seller is not prohibited from transferring to Buyer by law or existing contractual relationship (collectively, “Records”), including, without limitation: (i) lease, land and title records (including abstracts of title, title opinions, certificates of title, title curative documents, division orders, and division order files) (“Land Files”), (ii) the Applicable Contracts; (iii) geophysical, geological, engineering and other technical data, if any, relating to the Xxxxx and Property; and (iv) all well, environmental, and production files (the “Well Files”)prepaid items; (g) All franchisesall notes and accounts receivable held by the Seller and all notes, licenses, permits, approvals, consents, certificates bonds and other authorizations evidences of indebtedness of and rights to receive payments from any Person held by the Seller, including all rights to receive refunds, rebates and coop or promotional funds of any kind; (h) all Intellectual Property and all rights thereunder or in respect thereof relating to or used or held for use in connection with the Business, including rights to sue xxx and remedies against past, present and future infringements thereof, and rights of priority and protection of interests therein under the laws of any jurisdiction worldwide and all tangible embodiments thereof; (i) all books, records, manuals and other rights granted by governmental authorities that relate materials (in any form or medium), including all records and materials maintained at each office or place of business of Seller, advertising matter, catalogues, price lists, correspondence, mailing lists, lists of customers, distribution lists, photographs, production data, sales and promotional materials and records, purchasing materials and records, personnel records, manufacturing and quality control records and procedures, blueprints, research and development files, records, data and laboratory books, Intellectual Property disclosures, media materials and plates, accounting records, sales order files and litigation files; (j) to the Property extent their transfer is permitted by law, all Permits, including all applications therefor; (k) all rights to causes of action, lawsuits, judgments, claims and demands of any nature available to or being pursued by the Seller with respect to the Business or any Contract, including the Services Agreement, whether arising prior to or following the date hereof, or the ownership ownership, use, function or operation value of any thereof (“Permits”) described on Exhibit F entitled Permits TransferredAsset, whether arising by way of counterclaim or otherwise; and (hl) The Propertyall guarantees, Xxxxxwarranties, Personal Property, Hydrocarbons, Applicable Contracts, Records, indemnities and Permits, are hereinafter collectively referred similar rights in favor of the Seller with respect to as the “Assetsany Asset.”

Assets to be Sold. Seller shall sell, transfer, grant, and assign, transfer or cause others to sell, transfer, grant and convey assign and deliver to Buyer, and Buyer shall purchase and receive at “Closing” all of Seller’s rightrights, title title, and interest interests (but exclusive of the equipment, machinery, and other real, personal, movable, immovable and mixed property expressly reserved by Seller pursuant to Section 1.3 hereof) in and to the following: (a) The oil, gas and mineral leases and/or deeds, operating rights, working interests, net revenue interests and mineral interests described in Exhibit “A,” and further including any renewals, extensions, ratifications and amendments to such leases and/or deeds or interests, or portions of same (collectively, the “Leases”), together with all oil and gas leasesunitization, surface leases pooling and/or communitization agreements, declarations, designations and/or orders relating to the Leases and royalties statutorily, judicially or administratively created drilling, spacing and/or production units, whether recorded or unrecorded, insofar as they relate to the Leases, and all of Seller’s interest in and to the Xxxx - Xxxxxxxx Field generally depicted as properties covered or units created thereby to location on the map identified as Exhibit A hereto and more particularly described on extent attributable to the attached “List of Leases” identified as Exhibit B; Leases (collectively, the “PropertyUnits”);. (b) All Any and all oil and gas xxxxxwxxxx, salt water disposal xxxxx, water xxxxxwxxxx, injection xxxxx wxxxx and other xxxxx (collectively “Xxxxx”) wxxxx and wellbores, whether abandoned, not abandoned, plugged or unplugged, located on the Property described on Exhibit C entitled Xxxxx Transferred;Leases or within the Units or used in connection with the Leases or Units (collectively, the “Wxxxx”). (c) All buildings, structures, facilities, foundations, wellheads, tanks, pumps, compressors, separators, casing, tubing, pumps, motors, gauges, valves, heaters, treaters, gathering lines, gas lines, water lines, vessels, boilers, equipment, machinery, tanks, fixtures, flowlines, roads, pipelines, pole lines, appurtenances, materials, improvements, and any other real, personal, immovable and mixed property located on or near the Leases or Units and currently or formerly used in the operation of, or relating to the in-field production, treatment, sale, or disposal of Hydrocarbons (collectively as hereinafter defined), water, and associated substances produced from, the Leases, or the Units (collectively, the “Personal Property”) located on or used in the operations of or relating to the production on the Property described on Exhibit D entitled Personal Property Transferred;). (d) All natural gas, casinghead gas, drip gasoline, natural gasoline, natural gas liquids, condensate condensate, products, crude oil and other hydrocarbons, whether gaseous or liquidliquid (“Hydrocarbons”), produced from and severed from, or allocable allocable, after severance, to the Property Leases, the Units, the Wxxxx or the Contracts (as hereinafter defined) on and after the Effective Date (as defined in Section 2.6) (collectively, the “Sale Hydrocarbons”);. (e) All To the extent transferable, all contracts, permits, road use agreements, rights-of-way, easements, servitudes, surface leases, subsurface use agreements, licenses, servitudes pooling agreements, operating agreements, processing agreements, division orders, farm-in and farm-out agreements, and other agreements relating of any kind or nature, whether recorded or not (including but not limited to those described on Exhibit “A”) INSOFAR ONLY as they directly relate and are attributable to the PropertyLeases, Units, the production from either or both, Wxxxx or Personal Property and Xxxxx, or the ownership or operation thereof, or the production, treatment, sale, transportation, gathering, storage or disposal of the Sale Hydrocarbons, water, or substances associated therewith, together with all rights, obligations, privileges, and benefits of Seller hereunder therewith (the “Applicable Contracts”) arising on or after ). The Contracts shall include, but not be limited to the Effective Date Aneth Gas Plant Joint Operating Agreement dated December 31, 1986, as further described on in Exhibit E entitled Applicable Contracts Transferred;“A”. (f) Originals All rights and obligations attributable to Production Imbalances and Assigned Pipeline Imbalances , if any (if the “Assigned Imbalances”). (g) Records or copies thereof, relating to the Leases, Units, Wxxxx, Sale Hydrocarbons, Contracts and Personal Property, in the possession of Seller or its affiliates(the “Records”), and with a set of copies to be maintained by Sellerbut excluding any records which (i) of all of the files, records, information and materials relating to the Property, Xxxxx, Personal Property, Hydrocarbons and Applicable Contracts, owned by Seller and which Seller is not prohibited from transferring to Buyer by law or existing contractual relationship (collectivelyrelationship, “Records”), including, without limitation: (i) lease, land and title records (including abstracts of title, title opinions, certificates of title, title curative documents, division orders, and division order files) (“Land Files”), or (ii) the Applicable Contracts; which constitute Excluded Assets (iii) geophysical, geological, engineering and other technical data, if any, relating to the Xxxxx and Property; and (iv) all well, environmental, and production files (the “Well Files”as defined in Section 1.3); (g) All franchises, licenses, permits, approvals, consents, certificates and other authorizations and other rights granted by governmental authorities that relate to the Property or the ownership or operation of any thereof (“Permits”) described on Exhibit F entitled Permits Transferred; and. (h) The PropertyAll surface use rights in and to that certain 24.26 acre parcel of land (the “Aneth Compressor and Gathering Site”) described more particularly by metes and bounds in the attached Schedule 1.1(h), Xxxxxincluding ingress and egress rights to said parcel over, across and through the Aneth Plant Site that is excluded from the Assets, and including personal property and associated contractual rights and obligations, all pipelines, gathering lines, compressors and associated equipment and facilities located on said 24.26 acre parcel and described on Schedule 1.1(h) to be used in connection with the operation of what remains of the Aneth Plant and gathering system. All such Leases, Units, Wxxxx, Personal Property, Sale Hydrocarbons, Applicable Contracts, RecordsAssigned Imbalances, Records and Permits, other facilities are hereinafter individually referred to as an “Asset” or collectively referred to as the “Assets.”

Assets to be Sold. (a) Subject to the terms and conditions herein, Seller shall sell, assign, transfer and convey to Buyerassign, and Buyer shall purchase purchase, pay for and receive at “Closing” receive, all of Seller’s right, title and interest in and to the following, save and except the Excluded Assets: (ai) The the oil and gas leases, surface leases oil, gas and royalties mineral leases, working interests, production payments, net profits interests, fee mineral interests, royalty interests, overriding royalty interests, non-working and carried interests, reversionary interests, possibilities of reverter, conversion rights and options, operating rights and other interests in land described or referred to in Exhibit “A”, together with all of Seller’s other rights, titles and interests in and to the Xxxx - Xxxxxxxx Field generally depicted as to location on the map identified as Exhibit A hereto and more particularly above-described on the attached “List of Leases” identified as Exhibit B; properties (collectively, the “PropertyLeases”), together with all lands, leases and minerals that may be allocated to, pooled, unitized or communitized with any of the Leases, together with a corresponding part of all oil and gas pooling and unitization agreements, declarations, designations and orders relating to the Leases (such pooled or unitized areas being, collectively, the “Units”); (bii) All any and all oil and gas xxxxx, salt water disposal xxxxx, water xxxxx, injection xxxxx and other xxxxx and wellbores, whether abandoned, not abandoned, plugged or unplugged, located on the Leases or within the Units, together with all of Seller’s other rights, titles and interests in and to the above-described xxxxx and Units (collectively collectively, the “Xxxxx”) located on the Property described ), including, without limitation, those Xxxxx identified on Exhibit C entitled Xxxxx Transferred“A”); (ciii) All all easements, rights-of-way, servitudes, lands, surface and subsurface lease agreements, surface use agreements and other rights or agreements related to the use of the surface and subsurface, in each case to the extent used in connection with the exploration, development or operation of the Leases, Units or Xxxxx, including, without limitation those rights and interests described or referred to in Exhibit “B” (the “Surface Interests”); (iv) all structures, facilities, wellheads, tanks, pumps, compressors, separators, equipment, machinery, tanks, fixtures, flowlines, roads, pipelines, pole gathering lines, appurtenances, materials, improvements, workover rigs, SCADA hardware and software and any other real, personal, and mixed personal property (collectively “Personal Property”) located on or used in the operations exploration, development or operation of the Leases, Units or relating to Xxxxx (collectively, the production on the Property described on Exhibit D entitled “Personal Property TransferredProperty”); (dv) All all natural gas, casinghead gas, drip gasoline, natural gasoline, natural gas liquids, condensate condensate, products, crude oil and other hydrocarbons, whether gaseous or liquidliquid (the “Hydrocarbons”), produced from and saved from, or allocable to to, the Property Leases, Units or Xxxxx from and after the Effective Date Time (the “Sale Hydrocarbons”); (evi) All contractsto the extent transferable and not including the Leases, all licenses, permits, road use contracts, pooling, unitization and communitization agreements, rightsoperating agreements, processing agreements, division orders, farm-ofin and farm-wayout agreements, easementsrental agreements, licensesequipment lease agreements and all other agreements of any kind or nature, servitudes and agreements whether recorded or unrecorded relating to the Property, Personal Property and Xxxxx, or the ownership or operation thereof, or the production, treatment, sale, storage or disposal of the Hydrocarbons, water, or substances associated therewith, together with all rights, obligations, privileges, and benefits of Seller hereunder (“Applicable Contracts”) arising on or after the Effective Date described on Exhibit E entitled Applicable Contracts Transferred; (f) Originals (if in the possession of Seller or its affiliates, and with a set of copies to be maintained by Seller) of all of the files, records, information and materials relating to the Property, Xxxxx, Personal Property, Hydrocarbons and Applicable Contracts, owned by Seller and which Seller is not prohibited from transferring to Buyer by law or existing contractual relationship (collectively, “Records”)Assets, including, without limitation: , those agreements identified in Schedule 1.1 (ia)(vi), (the “Contracts”); (vii) leaseall original records, books, files, lease files, land and title records (including abstracts of titlefiles, abstracts, title opinions, certificates of titleproduction records, title curative documentswell files, division ordersaccounting records, seismic records and surveys, gravity maps, electronic logs, geological or geophysical data and records, and division order other records, books, files, documents and data (whether tangible, electronic, or in any other medium or format) of every kind and description, directly relating to the Leases, Surface Interests, Xxxxx, Sale Hydrocarbons, Contracts, Personal Property, Imbalances and the interests described in subpart (“Land Files”)ix) below in the possession, (ii) or within the Applicable Contracts; (iii) geophysicalreasonable control, geologicalof Seller, engineering including, without limitation, any engineering, geophysical and geological reports, Seller’s proprietary log data and Seller’s behind pipe potential analysis, and other technical data, if anyregulatory filings, relating to the Xxxxx magnetic tapes, interpretations and Property; other analysis, royalty and (iv) all well, environmentalaccounting records, and production other books, records and files (the “Well Files”); (g) All franchises, licenses, permits, approvals, consents, certificates and other authorizations and other rights granted by governmental authorities that relate to the Property Assets (the “Records”); provided, however, that Seller may keep, at Seller’s expense, copies of the Records, subject to the confidentiality obligations set forth in Section 11.10 below; (viii) all Imbalances (as defined in Section 11.1) as of the Effective Time, and all Hydrocarbons produced prior to the Effective Time from, or allocable to, the ownership Leases, Units and Xxxxx, but in storage or operation upstream of any thereof the applicable sales meter at the Effective Time (the “PermitsStock Hydrocarbons”) described on Exhibit F entitled Permits Transferred), together with all accounts receivable with respect thereto; and (hix) The Propertyall geological and geophysical data relating to the Assets, excluding data that is interpretive in nature and data which cannot be transferred without the payment to any third party; provided, that Seller will cooperate with Buyer to obtain any such transfer-restricted data at the sole expense of Buyer, including but not limited to maps, proprietary and non- proprietary logs, behind pipe analysis, magnetic tapes, raw and processed and reprocessed data, field data, stack and migrated versions of the data, as well as all support data thereto, including digital shotpoint, receiver, and bin center locations, stacking velocities, surveying and shothole drilling information and any other information relating to seismic data; provided, however, that Buyer’s right with respect to any licensed or third party geological and geophysical data acquired as part of the Assets shall be limited, in each case, to the extent such data may be assigned without the payment of any fee (unless paid by Buyer), and to the extent the disclosure of such data is not restricted by the terms of any confidentiality, license or similar agreement. Any such data conveyed hereunder shall be subject to all the terms and conditions of any valid and existing third-party license or similar agreement relating to such data. Seller shall have no obligation to pay any fee or other consideration in order to assign any data to Buyer. (x) All rights of Seller in that certain office lease dated September 4, 2012, by and between Garfield Business Center, LLC, as lessor, and Seller, as lessee, covering certain leased premises located at Xxxxx 000X, 0000 X. Xxxxxxxx Street, Midland, Texas 79705 but expressly excluding all office furniture, personal equipment, fixtures, inventory and improvements owned, leased, rented or used in connection with such office, provided that consent to assign is obtained prior to Closing; (xi) All of Seller’s right, title and interest derived from that certain Asset Purchase Agreement dated September 25, 2012, between Petro Canyon Energy, LLC and Double Eagle Development, LLC, as seller, and Xxxxxxxx Oil & Gas, LP, as buyer (the “RCVC Agreement”) pursuant to which Xxxxxxxx acquired an electronic database of the public records of Xxxxxx County, Texas provided that consent to assign is obtained prior to Closing and that Buyer pays Seller an additional Six Hundred Thousand Dollars ($600,000.00) as an upward adjustment to the Purchase Price at Closing. All such Leases, Units, Xxxxx, Surface Interests, Personal Property, Sale Hydrocarbons, Applicable Contracts, Records, Stock Hydrocarbons and Permits, other assets described above are hereinafter collectively referred to as the “Assets” or, when used individually, an “Asset.” (b) The risk of loss and transfer of possession and control of the Assets shall occur and be made at Closing, but for certain accounting and price adjustments, as well as for allocating certain liabilities, described in this Agreement, as between Seller and Buyer, transfer of ownership and title to the Assets shall be made effective as of the Effective Time.

Assets to be Sold. Seller shall sell, transfer, grant, and assign, transfer or cause others to sell, transfer, grant and convey assign and deliver to Buyer, and Buyer shall purchase and receive at “Closing” all of Seller’s rightundivided interests (but exclusive of the equipment, title machinery, and interest other real, personal, movable, immovable and mixed property expressly reserved by Seller pursuant to Section 1.5 hereof) in and to the following: (a) The oil, gas and mineral leases and/or deeds, operating rights, working interests, mineral interests, royalty interests, overriding royalty interests, payments out of production and other similar agreements and rights, whether producing or non-producing, and any other oil, gas or mineral rights or portions of same, representing Seller’s ownership rights in the Fields described in Exhibit “A” or identified as being included in this transaction pursuant to Section 1.1 (g) below, and further including any renewals, extensions, ratifications and amendments to such leases and/or deeds or portions of same (collectively, the “Leases”), together with all oil and gas leasesunitization, surface leases pooling and/or communitization agreements, declarations, designations and/or orders relating to the Leases and royalties statutorily, judicially or administratively created drilling, spacing and/or production units, whether recorded or unrecorded, insofar as they relate to the Leases, and all of Seller’s interest in and to the Xxxx - Xxxxxxxx Field generally depicted as properties covered or units created thereby to location on the map identified as Exhibit A hereto and more particularly described on extent attributable to the attached “List of Leases” identified as Exhibit B; Leases (collectively, the “PropertyUnits”); ; but reserving to Seller (bi) All oil and gas xxxxx, salt water disposal xxxxx, water xxxxx, injection xxxxx and other xxxxx (collectively “Xxxxx”) located on the Property described on Exhibit C entitled Xxxxx Transferred; (c) All equipment, machinery, tanks, fixtures, flowlines, roads, pipelines, pole lines, appurtenances, materials, improvements, and other real, personal, and mixed property (collectively “Personal Property”) located on or used in the operations all of or relating to the production on the Property described on Exhibit D entitled Personal Property Transferred; (d) All natural gas, casinghead gas, drip gasoline, natural gasoline, natural gas liquids, condensate products, crude oil and other hydrocarbons, whether gaseous or liquid, produced from or allocable to the Property after the Effective Date (“Hydrocarbons”); (e) All contracts, permits, road use agreements, rights-of-way, easements, licenses, servitudes and agreements relating to the Property, Personal Property and Xxxxx, or the ownership or operation thereof, or the production, treatment, sale, storage or disposal of the Hydrocarbons, water, or substances associated therewith, together with all Seller’s rights, obligationstitle and interests under certain of said Leases to explore for and produce oil, privileges, gas and benefits minerals outside the surface boundaries of Seller hereunder a Field described in Exhibit “A” or above or below the depths associated with the specific Fields described in Exhibit “A-1” (the “Applicable Contracts”) arising on or after the Effective Date described on Exhibit E entitled Applicable Contracts Transferred; (f) Originals (if in the possession of Seller or its affiliates, and with a set of copies to be maintained by Seller) of all of the files, records, information and materials relating to the Property, Xxxxx, Personal Property, Hydrocarbons and Applicable Contracts, owned by Seller and which Seller is not prohibited from transferring to Buyer by law or existing contractual relationship (collectively, “RecordsRetained Interests”), including, without limitation: (i) lease, land and title records (including abstracts which Retained Interests shall be more completely described in the detailed listing of title, title opinions, certificates the Assets to be conveyed that will be delivered by Seller to Buyer after execution of title, title curative documents, division ordersthis Agreement as set forth in the final paragraph of this Section 1.1, and division order files) (“Land Files”), (ii) the Applicable Contracts; (iii) geophysical, geological, engineering right to enter upon and other technical data, if any, relating to use such portion or portions of the Xxxxx surface as are necessary for its drilling and Property; and (iv) all well, environmental, and production files (the “Well Files”); (g) All franchises, licenses, permits, approvals, consents, certificates and other authorizations and other rights granted by governmental authorities that relate to the Property or the ownership or operation of any thereof (“Permits”) described on Exhibit F entitled Permits Transferred; and (h) The Property, Xxxxx, Personal Property, Hydrocarbons, Applicable Contracts, Records, and Permits, are hereinafter collectively referred to as the “Assets.”operations in

Assets to be Sold. (a) Subject to the terms and conditions herein, Seller shall sell, assign, transfer and convey to Buyerassign, and Buyer shall purchase purchase, pay for and receive at “Closing” receive, all of Seller’s right, title and interest in and to the following, save and except the Excluded Assets: (ai) The the oil and gas leases, surface leases oil, gas and royalties mineral leases, fee mineral interests, royalty interests, non-working and carried interests, operating rights and other interests in and land described or referred to the Xxxx - Xxxxxxxx Field generally depicted as to location on the map identified as in Exhibit A hereto and more particularly described on the attached “List of LeasesA” identified as Exhibit B; (collectively, the “PropertyLeases”), together with all oil and gas pooling and unitization agreements, declarations, designations and orders relating to the Leases (such pooled or unitized areas being, collectively, the “Units”); (bii) All any and all oil and gas xxxxx, salt water disposal xxxxx, water xxxxx, injection xxxxx and other xxxxx and wellbores, whether abandoned, not abandoned, plugged or unplugged, located on the Leases or within the Units (collectively collectively, the “Xxxxx”) located on the Property described ), including, without limitation, those Xxxxx identified on Exhibit C entitled Xxxxx Transferred“A”); (ciii) All all easements, rights-of-way, servitudes, fee lands, surface and subsurface lease agreements, surface use agreements and other rights or agreements related to the use of the surface and subsurface, in each case to the extent used in connection with the operation of the Leases, Xxxxx and Units, including without limitation those rights and interests described or referred to in Exhibit “B” (the “Surface Interests”); (iv) all structures, facilities, wellheads, tanks, pumps, compressors, separators, equipment, machinery, tanks, fixtures, flowlines, roads, pipelines, pole gathering lines, appurtenances, materials, improvements, vehicles and other realrolling stock, personalworkover rigs, and mixed any other personal property (collectively “Personal Property”) located on or used in the operations operation of the Leases, Units or relating to Xxxxx, including, without limitation, the production on the Property personal property described on Exhibit D entitled “G” (collectively, the “Personal Property TransferredProperty”); (dv) All all natural gas, casinghead gas, drip gasoline, natural gasoline, natural gas liquids, condensate condensate, products, crude oil and other hydrocarbons, whether gaseous or liquidliquid (the “Hydrocarbons”), produced from and saved from, or allocable to to, the Property Leases and Xxxxx from and after the Effective Date Time (the “Sale Hydrocarbons”); (evi) All contractsto the extent transferable, all licenses, permits, road use contracts, pooling, unitization and communitization agreements, rightsoperating agreements, processing agreements, division orders, farm-ofin and farm-wayout agreements, easementsrental agreements, licensesequipment lease agreements and all other agreements of any kind or nature, servitudes and whether recorded or unrecorded, including, without limitation, those agreements relating identified in Schedule 1.1(a)(vi), BUT INSOFAR AND ONLY INSOFAR as the foregoing directly relate to or are attributable to the Leases, Units, Xxxxx, Surface Interests or Personal Property, Personal Property and Xxxxx, or the ownership or operation thereof, or the production, treatment, sale, storage transportation, gathering, storage, sale or disposal of the Sale Hydrocarbons, water, water or other substances produced therefrom or associated therewith, together with all rights, obligations, privileges, and benefits of Seller hereunder therewith (the “Applicable Contracts”) arising on or after the Effective Date described on Exhibit E entitled Applicable Contracts Transferred); (fvii) Originals (if records directly relating to the Leases, Surface Interests, Xxxxx, Sale Hydrocarbons, Contracts, and Personal Property in the possession of Seller or its affiliates, and with a set of copies to be maintained by Seller) of all of the files, records, information and materials relating to the Property, Xxxxx, Personal Property, Hydrocarbons and Applicable Contracts, owned by Seller and which Seller is not prohibited from transferring to Buyer by law or existing contractual relationship (collectively, “Records”), including, without limitation: (i) lease, land and title records (including abstracts of title, title opinions, certificates of title, title curative documents, division orders, and division order files) (“Land Files”), (ii) the Applicable Contracts; (iii) geophysical, geological, engineering and other technical data, if any, relating to the Xxxxx and Property; and (iv) all well, environmental, and production files (the “Well FilesRecords”); (gviii) All franchisesall Imbalances as of the Effective Time, licenses, permits, approvals, consents, certificates and other authorizations and other rights granted by governmental authorities that relate all Hydrocarbons produced prior to the Property Effective Time from the Leases, Units and Xxxxx, but in storage or upstream of the ownership or operation of any thereof applicable sales meter at the Effective Time (the “PermitsStock Hydrocarbons”) described on Exhibit F entitled Permits Transferred), together with all accounts receivable with respect thereto; and (hix) The Propertyall of Seller’s membership interests in Cotton Valley Compression, L.L.C., a Delaware limited liability company. All such Leases, Xxxxx, Surface Interests, Personal Property, Sale Hydrocarbons, Applicable Contracts, Records, Records and Permits, other assets described above are hereinafter collectively referred to as the “Assets” or, when used individually, an “Asset.”

Assets to be Sold. Seller On the terms and subject to the conditions set forth in this Agreement, at Closing, Sellers shall sell, assign, transfer and convey assign to BuyerPurchaser, and Buyer Purchaser shall purchase and receive at “Closing” from each Seller all of each Seller’s right, title and interest in and to the following:following properties, assets and rights related to or used or held for use in connection with the Locations as the same may exist as of Closing, except to the extent they are Excluded Assets (collectively, the “Assets”): (a) The oil following real property and gas leases, surface leases and royalties in and to interest therein: (i) Any real property owned by a Seller comprising the Xxxx - Xxxxxxxx Field generally depicted as to location on the map identified as Exhibit A hereto and Locations more particularly described on Schedule 1.1(a) (i), together with all buildings and improvements erected thereon and any easements, rights-of-way or use, privileges, licenses, variances, non-conforming use rights, development rights and approvals, zoning rights and approvals, hereditaments, appurtenances, interests and other rights belonging to or inuring to the attached “List benefit of Leases” identified as Exhibit B; such parcel of land and any and all right, title and interest of the Seller in and to any land lying in the bed of any highway, street, road or avenue, opened or proposed, abutting or adjoining such parcels of land, subject only to the Permitted Encumbrances (collectively, the “PropertyPurchased Owned Real Properties”); (ii) Any real property leases, including all rights and interests of any Seller under any ground lease, with a Seller as lessee and a third party, unaffiliated with any Seller, as lessor (the “Purchased Leases”) more particularly described on Schedule 1.1(a) (ii), covering the Locations more particularly described on Schedule 1.1(a)(ii), (collectively, the “Purchased Leased Real Properties” and, together with the Purchased Owned Real Properties, the “Real Properties”); (b) All oil and gas xxxxx, salt water disposal xxxxx, water xxxxx, injection xxxxx buildings and other xxxxx improvements, together with all machinery, fixtures, equipment, car wash equipment, heating, plumbing, electrical, lighting, ventilating and air-conditioning equipment (collectively excluding Fuel Equipment) owned by a Seller and now situated at the Locations (collectively, the “XxxxxTangible Personal Property”) located on the Property described on Exhibit C entitled Xxxxx Transferred); (c) All equipment, machinery, tanks, fixtures, flowlines, roads, pipelines, pole lines, appurtenances, materials, improvements, The leases and other realagreements with tenants of the Real Properties, personalas listed on Schedule 1.1(c) (collectively, and mixed property (collectively “Personal PropertyTenant Leases”) located on or used in the operations of or relating to the production on the Property described on Exhibit D entitled Personal Property Transferred); (d) All natural gasfuel fixtures and equipment now attached to or used in connection with the Purchased Owned Real Properties and Purchased Leased Real Properties, casinghead gasincluding without limitation all petroleum pumps and dispensers, drip gasolineunderground and aboveground fuel storage tanks, natural gasolinecanopies, natural gas liquidsfuel lines, condensate productsfittings and connections used in the ordinary course of business to receive, crude oil and other hydrocarbons, whether gaseous or liquid, produced from or allocable to the Property after the Effective Date (“Hydrocarbons”); (e) All contracts, permits, road use agreements, rights-of-way, easements, licenses, servitudes and agreements relating to the Property, Personal Property and Xxxxx, or the ownership or operation thereof, or the production, treatment, sale, storage or disposal of the Hydrocarbons, water, or substances associated therewith, together with all rights, obligations, privileges, and benefits of Seller hereunder (“Applicable Contracts”) arising on or after the Effective Date store and/or dispense fuels as described on Exhibit E entitled Applicable Contracts Transferred; (f) Originals (if in the possession of Seller or its affiliates, and with a set of copies to be maintained by Seller) of all of the files, records, information and materials relating to the Property, Xxxxx, Personal Property, Hydrocarbons and Applicable Contracts, owned by Seller and which Seller is not prohibited from transferring to Buyer by law or existing contractual relationship (collectively, “Records”), including, without limitation: (i) lease, land and title records (including abstracts of title, title opinions, certificates of title, title curative documents, division orders, and division order files) (“Land Files”), (ii) the Applicable Contracts; (iii) geophysical, geological, engineering and other technical data, if any, relating to the Xxxxx and Property; and (iv) all well, environmental, and production files (the “Well Files”); (g) All franchises, licenses, permits, approvals, consents, certificates and other authorizations and other rights granted by governmental authorities that relate to the Property or the ownership or operation of any thereof (“Permits”) described on Exhibit F entitled Permits Transferred; and (h) The Property, Xxxxx, Personal Property, Hydrocarbons, Applicable Contracts, Records, and Permits, are hereinafter collectively referred to as the “Assets.”Schedule 1.1

Assets to be Sold. (a) At the Closing, Seller shall sell, assign, transfer and convey to Buyerassign, and Buyer shall purchase purchase, pay for and receive at “Closing” receive, all of Seller’s right, title and interest in and to the following:, save and except the Excluded Assets (collectively, the “Assets”): (ai) The the oil and gas leases, surface oil, gas and mineral leases and royalties subleases described in Exhibit “A-1”, together with all other right, title and interest of Seller in and to the Xxxx - Xxxxxxxx Field generally depicted as to location on the map identified as Exhibit A hereto leasehold estates created thereby, including carried interests, fee mineral interests, working interests, operating rights, overriding royalty interests, net revenue interests, net profits interests and more particularly described on the attached “List of Leases” identified as Exhibit B; record title interests, together with all top leases, amendments, options, renewals, extensions or ratifications thereof (collectively, the “PropertyLeases”), any and all Hydrocarbon and fee mineral interests located in, on or under the Lands (as defined below) and, without limiting the foregoing, all other rights in and to the Hydrocarbons in, on, under and that may be produced from the lands covered by or associated with the Leases or the fee minerals or pooled, communitized or unitized therewith (the “Lands”); (bii) All oil any and gas xxxxxall Hydrocarbon wxxxx, salt water disposal xxxxx, water xxxxxwxxxx, injection xxxxx wxxxx and other xxxxx (collectively “Xxxxx”) wxxxx and wellbores, whether abandoned, not abandoned, plugged or unplugged, located on the Property described on Leases or Lands, including the wxxxx identified in Exhibit C entitled Xxxxx Transferred; “A-2” (c) All equipment, machinery, tanks, fixtures, flowlines, roads, pipelines, pole lines, appurtenances, materials, improvements, and other real, personal, and mixed property (collectively the “Personal Property”) located on or used in the operations of or relating to the production on the Property described on Exhibit D entitled Personal Property Transferred; (d) All natural gas, casinghead gas, drip gasoline, natural gasoline, natural gas liquids, condensate products, crude oil and other hydrocarbons, whether gaseous or liquid, produced from or allocable to the Property after the Effective Date (“HydrocarbonsExisting Wxxxx”); (eiii) All contractsall pooled, permitscommunitized or unitized acreage that includes all or part of any Lease, road use agreementsand all tenements, hereditaments and appurtenances belonging thereto (including all undivided interests of Seller derived from the Leases in the production of Hydrocarbons from any such Unit), including the Units described in Exhibit “A-3” (the “Units” and together with the Existing Wxxxx, Leases and Lands, the “Properties”); (iv) all easements, rights-of-way, easementsservitudes, licensessurface lease agreements, servitudes surface fee estates, surface use agreements, surface and subsurface use agreements, saltwater disposal agreements relating and other rights or agreements related to the use of the surface appurtenant to or used or held for use in connection with the Properties or other Assets or the production, treatment, storage, disposal, transportation or processing of Hydrocarbons or other substances thereon or therefrom or the disposal of water from the Properties, including those instruments described in Exhibit “A-4” (the “Surface Interests”); (v) all equipment, machinery, fixtures and other tangible personal or mixed property and improvements, whether owned or leased, that are located on the Properties or are used or held for use in connection with the ownership or operation of the Properties or any of the other Assets or the production, treatment, storage, disposal, transportation or processing of Hydrocarbons or other substances produced thereon or therefrom or the disposal of water from the Properties (including all wellhead equipment, structures, facilities, wellheads, tanks, pumps, compressors, separators, treaters, fixtures, flowlines, pipelines, gathering lines, materials, improvements, pads, treatment facilities, disposal facilities, telecommunications equipment, supervisory control and data acquisition (SCADA) hardware and software and other materials, supplies, facilities and machinery) (collectively, the “Personal Property, Personal Property and Xxxxx”); (vi) (A) all Hydrocarbons produced from, or attributable to, the Properties from and after the Effective Time (the “Sale Hydrocarbons”), (B) all Hydrocarbons produced from or attributable to the Properties that are in storage or upstream of the applicable sales meter as of the Effective Time (the “Stock Hydrocarbons”) and (C) to the extent related or attributable to the Properties, all Imbalances as of the Effective Time; (vii) all contracts, agreements and instruments that relate to or are attributable to the other Assets, the ownership or operation thereof, or the production, treatment, sale, storage transportation, gathering, storage, sale or disposal of the Hydrocarbons, water, water or other substances produced therefrom or associated therewith, together with including operating agreements, processing agreements, division orders, farm-in and farm-out agreements, term assignments, rental agreements, equipment lease agreements, drilling rig lease/use agreements, treating agreements, transportation and gathering agreements and all rightsother agreements of any kind or nature, obligationswhether recorded or unrecorded, privilegesincluding those agreements identified in Schedule 5.1(m)-1 (collectively, and benefits of Seller hereunder (the “Applicable Contracts”); (viii) arising on all indemnity rights under any Contracts and all other claims against third parties to the extent related or attributable to the Assumed Obligations or to periods from and after the Effective Date described on Exhibit E entitled Applicable Contracts TransferredTime (including Claims for adjustments or refunds); (fix) Originals all audit rights and rights to reimbursement with respect to all costs and revenues associated with joint interest audits and other audits of Property Costs to the extent related or attributable to the Assumed Obligations or to periods from and after the Effective Time; (x) any trade credits, accounts receivable, notes receivable, take-or-pay amounts receivable, other receivables and all audit rights to the extent arising under any of the Contracts or otherwise with respect to the Assets for any period from and after the Effective Time; (xi) all permits, licenses, authorizations, registrations, consents or approvals granted or issued by any Governmental Authority (“Permits”), in each case, relating to the ownership or operation of the Assets; (xii) all geophysical, seismic and related technical data, samples, studies and analyses, logs and cores, in each case, that (A) are transferrable without payment of a fee or other penalty to any third party under any contract (unless Buyer has separately agreed in writing to pay such fee or other penalty) and (B) relate to or cover any of the Properties or other Assets; and (xiii) originals and electronic copies (if in the possession of Seller or its affiliates, and with a set of copies to be maintained by Selleroriginals are not available) of all of the files, records, information and materials data (including electronic data), whether written or electronically stored, to the extent relating to the PropertyAssets, Xxxxxincluding all lease files, Personal Propertylease records, Hydrocarbons and Applicable Contracts, owned by Seller and which Seller is not prohibited from transferring to Buyer by law or existing contractual relationship (collectively, “Records”), including, without limitation: (i) leasewell records, land files and title records (including abstracts of title, title opinions, certificates of titlememoranda and curative title documents), title curative documentscorrespondence, division ordersmaps, production records, regulatory filings and records, machinery and equipment maintenance files, division order files) (“Land Files”), (ii) the Applicable Contracts; (iii) geophysicallease administration files, geologicalabstracts, title opinions, logs and tests, contract files and well, facility and production records, engineering and other technical dataand/or production files, if any, relating to the Xxxxx and Property; and (iv) all welloperations, environmental, health and production files safety, pipeline safety, production, legal, accounting and Tax records (other than those primarily relating to Income Taxes of Seller) (the “Well FilesRecords”); (g) All franchises, licenses, permits, approvals, consents, certificates and other authorizations and other rights granted by governmental authorities that relate to the Property or the ownership or operation of any thereof (“Permits”) described on Exhibit F entitled Permits Transferred; and (h) The Property, Xxxxx, Personal Property, Hydrocarbons, Applicable Contracts, Records, and Permits, are hereinafter collectively referred to as the “Assets.”

Assets to be Sold. (a) On the terms and subject to the conditions of this Agreement, Seller shall shall, on the Closing Date, sell, assign, transfer transfer, convey and convey deliver to BuyerPurchaser or cause to be sold, assigned, transferred, conveyed and delivered to Purchaser, and Buyer Purchaser shall purchase and receive at “Closing” acquire from Seller, on the Closing Date, all of Seller’s 's right, title and interest in and to the following: following assets, in each case owned or leased by Seller and used primarily or, in the case of clause (aiv) The oil and gas leasesof this Section 1, surface leases and royalties solely in and to connection with the Xxxx - Xxxxxxxx Field generally depicted as to location on business of Cray Solutions at the map identified as Exhibit A hereto and more particularly described on the attached “List of Leases” identified as Exhibit B; Closing Date (collectively, “Property”the "Assets"): (i) the office lease agreement, dated October 20, 1993, between Metropolitan Life Insurance Company, as landlord, and Cray Research, Inc. (as successor in interest of Savant Systems, Inc.), as tenant (the "Dallas Lease"); (bii) All oil and gas xxxxx, salt water disposal xxxxx, water xxxxx, injection xxxxx and other xxxxx (collectively “Xxxxx”) located on the Property described on Exhibit C entitled Xxxxx Transferred; (c) All equipment, machinery, tanksall furniture, fixtures, flowlinesequipment, roads, pipelines, pole lines, appurtenances, materials, improvements, machinery and other realtangible personal property at 0000 XXX Xxxxxxx, personalXxxxx 000, and mixed property Xxxxxx, Xxxxx 00000 (collectively “Personal Property”) located on or used in the operations of or relating to the production on the Property described on Exhibit D entitled Personal Property Transferred; (d) All natural gas, casinghead gas, drip gasoline, natural gasoline, natural gas liquids, condensate products, crude oil and other hydrocarbons, whether gaseous or liquid, produced from or allocable to the Property after the Effective Date (“Hydrocarbons”"Dallas Facility"); (eiii) All all books of account, general, financial, tax and personnel records, invoices, supplier lists, correspondence and other documents, records and files and all computer software and programs and any rights thereto; (iv) all intellectual property, goodwill, trade secrets and other intangible personal property; (v) all sales and promotional literature, customer lists and other sales-related materials; and (vi) all rights under all contracts, permits, road use agreements, rights-of-way, easementssubcontracts, licenses, servitudes sublicenses, agreements, leases, purchase orders, customer orders, commitments and agreements relating to the Property, Personal Property and Xxxxx, or the ownership or operation thereof, or the production, treatment, sale, storage or disposal similar binding arrangements of the Hydrocarbons, water, or substances associated therewith, together with all rights, obligations, privileges, and benefits of Seller hereunder (“Applicable Contracts”) arising on or after the Effective Date described on Exhibit E entitled Applicable Contracts Transferred; (f) Originals (if in the possession of Seller or its affiliates, and with a set of copies to be maintained by Seller) of all of the files, records, information and materials relating to the Property, Xxxxx, Personal Property, Hydrocarbons and Applicable Contracts, owned by Seller and which Seller is not prohibited from transferring to Buyer by law or existing contractual relationship (collectively, “Records”), including, without limitation: , all non-compete agreements between Seller and any Transferred Employee. (b) Notwithstanding the foregoing, the Assets shall exclude the following assets owned or leased by Seller (the "excluded Assets"): (i) leaseall cash, land cash equivalents and title records (including abstracts of title, title opinions, certificates of title, title curative documents, division orders, and division order files) (“Land Files”), bank accounts; (ii) all accounts receivable, notes and other amounts receivable from third parties (including, without limitation, customers and employees) arising from the Applicable Contracts; conduct of the business of Cray Solutions on or before the Closing Date, including, without limitation, all amounts receivable under invoices for services performed by Cray Solutions on or before July 31, 1996; (iii) geophysicalall claims, geologicalcauses of action, engineering chases in action, rights of recovery and other technical datarights of set-off of any kind (including rights to insurance proceeds) pertaining to, if any, relating arising out of or inuring to the Xxxxx and Property; and benefit of the business of Cray Solutions on or before the Closing Date; (iv) all well, environmental, rights of Seller in and production files (to the “Well Files”)names "Cray" and "Cray Solutions" ; (gv) All franchisesall rights of Seller under the consulting services agreement, licensesdated March 1, permits1995 (the "TIG Agreement"), approvalsbetween TIG Insurance Company and Cray Research, consents, certificates and other authorizations and other rights granted by governmental authorities that relate to the Property or the ownership or operation of any thereof (“Permits”) described on Exhibit F entitled Permits TransferredInc.; and (hvi) The Property, Xxxxx, Personal Property, Hydrocarbons, Applicable Contracts, Records, all rights of Seller under this Agreement and Permits, are hereinafter collectively referred to as the “Assetsany agreements ancillary hereto.”

Assets to be Sold. (a) Seller shall sell, assign, transfer and convey to Buyerassign, and Buyer shall purchase purchase, pay for and receive at “Closing” receive, all of Seller’s right, title and interest in and to the following, save and except the Excluded Assets: (ai) The the oil and gas leases, surface leases oil, gas and royalties mineral leases, fee mineral interests, royalty interests, non-working and carried interests, operating rights and other interests in and land described or referred to the Xxxx - Xxxxxxxx Field generally depicted as to location on the map identified as in Exhibit A hereto and more particularly described on the attached “List of LeasesA” identified as Exhibit B; (collectively, the “Leases”), together with all oil and gas pooling and unitization agreements, declarations, designations and orders relating to the Leases (such pooled or unitized areas being, collectively, the “Units”); (ii) any and all oil and gas wxxxx, salt water disposal wxxxx, injection wxxxx and other wxxxx and wellbores, whether abandoned, not abandoned, plugged or unplugged, located on the Leases or within the Units (collectively, the “Wxxxx”), including, without limitation, those Wxxxx identified on Exhibit “A”; (iii) all easements, rights-of-way, servitudes, surface and subsurface lease agreements, surface use agreements and other rights or agreements related to the use of the surface and subsurface, in each case to the extent used in connection with the operation of the Leases, Wxxxx and Units, including without limitation those rights and interests described or referred to in Exhibit “B” (the “Surface Interests”); (iv) all structures, facilities, wellheads, tanks, pumps, compressors, separators, equipment, machinery, fixtures, flowlines, gathering lines, materials, improvements, SCADA hardware and software and any other personal property located on and currently used in the operation of the Leases, Units or Wxxxx (collectively, the “Personal Property”); (bv) All oil and gas xxxxx, salt water disposal xxxxx, water xxxxx, injection xxxxx and other xxxxx (collectively “Xxxxx”) located on the Property described on Exhibit C entitled Xxxxx Transferred; (c) All equipment, machinery, tanks, fixtures, flowlines, roads, pipelines, pole lines, appurtenances, materials, improvements, and other real, personal, and mixed property (collectively “Personal Property”) located on or used in the operations of or relating to the production on the Property described on Exhibit D entitled Personal Property Transferred; (d) All all natural gas, casinghead gas, drip gasoline, natural gasoline, natural gas liquids, condensate condensate, products, crude oil and other hydrocarbons, whether gaseous or liquidliquid (the “Hydrocarbons”), produced from and saved from, or allocable to to, the Property Leases and Wxxxx from and after the Effective Date Time (the “Sale Hydrocarbons”); (evi) All contractsto the extent transferable, all licenses, permits, road use contracts, pooling, unitization and communitization agreements, rightsoperating agreements, processing agreements, farm-ofin and farm-wayout agreements, easementsrental agreements, licensesequipment lease agreements and all other agreements of any kind or nature, servitudes and whether recorded or unrecorded, including, without limitation, those agreements relating identified in Schedule 1.1(a)(vi), BUT INSOFAR AND ONLY INSOFAR as the foregoing directly relate to or are attributable to the Leases, Units, Wxxxx, Surface Interests or Personal Property, Personal Property and Xxxxx, or the ownership or operation thereof, or the production, treatment, sale, storage transportation, gathering, storage, sale or disposal of the Sale Hydrocarbons, water, water or other substances produced therefrom or associated therewith, together with all rights, obligations, privileges, and benefits of Seller hereunder therewith (the “Applicable Contracts”) arising on or after the Effective Date described on Exhibit E entitled Applicable Contracts Transferred); (fvii) Originals (if original records in the possession of Seller or its affiliates, and with a set of copies to be maintained by Seller) of all of the files, records, information and materials directly relating to the PropertyLeases, XxxxxSurface Interests, Wxxxx, Sale Hydrocarbons, Contracts, and Personal Property and copies of all accounting records in the possession of Seller and directly relating to the Leases, Surface Interests, Wxxxx and Sale Hydrocarbons for the immediately preceding three calendar years and for the period from January 1, 2005 through the Effective Time (the “Records”) and; (viii) all Imbalances as of the Effective Time, and all Hydrocarbons produced prior to the Effective Time from the Leases, Units and Wxxxx, but in storage or upstream of the applicable sales meter at the Effective Time (the “Stock Hydrocarbons”). All such Leases, Wxxxx, Surface Interests, Personal Property, Hydrocarbons and Applicable Sale Hydrocarbons, Contracts, owned by Seller and which Seller is not prohibited from transferring to Buyer by law or existing contractual relationship (collectively, “Records”), including, without limitation: (i) lease, land and title records (including abstracts of title, title opinions, certificates of title, title curative documents, division orders, and division order files) (“Land Files”), (ii) the Applicable Contracts; (iii) geophysical, geological, engineering Records and other technical data, if any, relating to the Xxxxx and Property; and (iv) all well, environmental, and production files (the “Well Files”); (g) All franchises, licenses, permits, approvals, consents, certificates and other authorizations and other rights granted by governmental authorities that relate to the Property or the ownership or operation of any thereof (“Permits”) assets described on Exhibit F entitled Permits Transferred; and (h) The Property, Xxxxx, Personal Property, Hydrocarbons, Applicable Contracts, Records, and Permits, above are hereinafter collectively referred to as the “Assets” or, when used individually, an “Asset.”