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. (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. (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) 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. 1.1.1 Seller shall sell, transfer, assign, transfer and convey deliver to Buyer, and Buyer shall purchase and receive at “Closing” all of Seller’s 's right, title title, and interest in and to the following: (a) The the oil and gas leases, surface leases mineral executive interests, contractual rights, rights to explore, produce and royalties develop, rights to drain, wellbore interests and/or properties listed and described in any manner on Exhibit A (including any renewals, extensions, ratifications and amendments to such interests whether or not such renewals, extensions, ratifications or amendments are described on Exhibit A) (any such rights or interests individually referred to as "Lease" or collectively, "Leases") together with all oil and gas unitization and communitization agreements, declarations and/or orders relating 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; Leases (collectively, “Property”the "Units"); (b) All all oil and gas xxxxxwells, salt water disposal xxxxxwells, water xxxxx, injection xxxxx xxxxction xells and other xxxxx wells located on, xxxxcting or drxxxxxg any of the Leases, within the Units or as listed on Exhibit A (collectively “Xxxxx”) located on the Property described on Exhibit C entitled Xxxxx Transferred"Wells"); (c) All all xxxxxtures, 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 the Property described on Exhibit D entitled Personal Property TransferredLeases or the Units (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-of- way, easements, licenses, 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 INSOFAR ONLY as they directly relate and are attributable to the PropertyLeases, Personal Property Units, Wells, Hydrocaxxxxx, or Facilities or the contractual and Xxxxx, 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 therewith, together with all rights, obligations, privileges, and benefits of Seller hereunder therewith (“Applicable the "Assumed Contracts”) arising on or after the Effective Date described on Exhibit E entitled Applicable Contracts Transferred;"); and (f) Originals (if records relating to the Leases, Units, Wells, Hydrocarbons, Assumed Contracts and Facilities in the possession of Seller or its affiliates, (the "Records") and with a set of copies to be maintained by Seller) of including as follows: 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 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 well, environmental, geological and production geophysical files relating to the Leases (the “Well Files”"Geologic Data"); , but not including any records which (gi) Seller is prohibited from transferring to Buyer by law or existing contractual relationship (including Geologic Data that is not transferable without payment of a fee or other penalty to any third party which Buyer has not separately agreed in writing to pay), or which (ii) constitute Excluded Assets (as hereinafter defined in Section 1.2). All franchisessuch Leases, licensesUnits, permitsWells, 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 PropertyFacilities, Hydrocarbons, Applicable Xxxumed Contracts, Records, and Permits, Records are hereinafter collectively referred to as the “"Assets.”" 1.1.2 The risk of loss of the Assets shall occur and be made at Closing (as defined in Section 9.2.1), but title to the Assets shall be made effective as of the Effective Date (as hereinafter defined in Section 2.5). Seller and Buyer shall execute such additional documents as may be necessary to transfer the rights and interests herein sold, assigned and purchased on the records of any purchaser of hydrocarbons produced from or allocable to the Assets.

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.”

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. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, convey, assign, transfer and convey deliver to Buyer, and Buyer shall purchase and receive at “Closing” acquire from Seller, free and clear of any Encumbrance (other than collateral assignments granted to Xxxxxxx Capital Corporation), all of Seller’s right, title and interest in and to all of Seller’s property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including the following:following (but excluding the Excluded Assets): (a) The oil all cash in Seller’s TD Bank accounts and gas leasesaccounts receivable related to any proceeds received from the Riverbay Contracts; (b) all inventory; (c) all of the going concern value and goodwill associated therewith; (d) all of the intangible rights and property of Seller, surface leases including Intellectual Property Assets, including the name “GEM Water Management System,” facsimile numbers, e-mail addresses, universal resource locators (other than for use by Parent), social media identifiers and royalties in locators and related content; provided, however, that any intangible rights and property of Seller related to its Green Energy Management Services name shall be retained by Seller; (e) the Technology License Agreement by and among PMP Pool Maintenance Protection, Inc., a Florida corporation, Xxxx - Xxxxxxxx Field generally depicted as to location on the map identified as Exhibit A hereto Xxxxxx Xxxxx and more particularly described on the attached “List of Leases” identified as Exhibit B; Seller dated September 29, 2010, and Technology Assignment Agreement between PMP Pool Maintenance Protection, Inc., Xxxx Xxxxxx Xxxxx and Seller dated February 23, 2012 (collectively, the “PropertyLicense Agreement”); (bf) All oil all going concern value of the Business 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, improvementsgoodwill of, and other realassociated with the Assets or otherwise in connection with, 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 ContractsBusiness; (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 all claims of Seller against third parties relating to the Property Assets, whether xxxxxx or inchoate, known or unknown, contingent or noncontingent. All of 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, property and Permits, 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 related to the Assets unless Buyer expressly assumes that Liability pursuant to Section 2.4(a).

Assets to be Sold. Seller 1.1. 1Seller shall sell, transfer, and assign, or cause others to sell, transfer and convey assign to Buyer, and Buyer shall purchase and receive at “Closing” all 36.666667%66.666667% of Seller’s right' rights, title title, and interest interests in and to the following: (a) The the oil and gas leases, surface leases and royalties fee minerals listed and described in Exhibits "A", "AA", 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 "AB", with all such leases delivering a minimum of Leases” identified as Exhibit B; an 80.000000% net revenue interest (collectively, “Property”"Leases") b) all coalbed methane gas wells, all conventional gxx xxlls, xxxxxsal wells, stratigraphic test xxxxx, monitor wells and xxher wells located on the Lexxxx or on lands pooled therewith (collectively the "Wells"); (bc) All oil and gas xxxxx, salt water disposal xxxxx, water xxxxx, injection xxxxx and other xxxxx (collectively “Xxxxx”) located on the Property described xxl equipment listed on Exhibit C entitled Xxxxx Transferred; (c) All equipment"A1", pipelines, machinery, tanks, fixtures, flowlines, roads, pipelines, pole lines, appurtenances, materials, improvements, and other real, personal, movable, 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, sale, or disposal of hydrocarbons, water, and associated substances produced from the Property described on Exhibit D entitled Leases (the "Personal Property TransferredProperty"); (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 from or allocable to the Property Assets after the Effective Date (“the "Hydrocarbons”"); (e) All to the extent transferable, all contracts, permits, road use agreements, rights-of-way, easements, licenses, servitudes and agreements (including but not limited to those described on Exhibit "A2") relating to the PropertyLeases, Wells or Personal Property and Xxxxx, or the ownership or operation thereof, or the production, treatment, sale, storage or disposal of the Hydrocarbonshydrocarbons, water, or substances associated therewiththerewith (the "Applicable Contracts"), together with Buyer shall be responsible for obtaining any and all rightsbonds required by Moffat and Routt Counties, obligationsColorado, privilegesCarbon County, Wyoming, the State of Colorado, the State of Wyoming, and benefits the federal government and, its agencies. Seller shall cancel all bonds currently in force effective as of Seller hereunder (“Applicable Contracts”) arising on or after the Effective Date described on Exhibit E entitled Applicable Contracts Transferred;defined herein; and (f) Originals (if in the possession Copies 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 records relating to the PropertyLeases, XxxxxWells, Xxxxxcarbons, Applicable Contracts and Personal Property, Hydrocarbons and Applicable Contracts, owned by Seller and which Seller is are not prohibited from transferring to Buyer by law or existing contractual relationship (collectively, “collectively the "Records”"), including, without limitationas follows: all (i) lease, land 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 filesorders contained therein) (“the "Land Files”"), (ii) the Applicable Contracts; (iii) geophysicalall well, geologicalfacility, engineering and other technical data, if any, relating to historic production files (the Xxxxx and Property; "Well Files") and (iv) all well, environmental, and production geological files (the “Well Files”); (gincluding structure maps, logs and isopach maps) All franchises, licenses, permits, approvals, consents, certificates and other authorizations and other rights granted by governmental authorities that relate relating directly to the Property Leases (the "Geologic Data"), said Geologic Data being accepted "as is, where is" without warranty or the ownership or operation representation of any thereof (“Permits”) described on Exhibit F entitled Permits Transferred; and (h) The Propertynature or kind as to the accuracy, Xxxxxcompleteness, materiality, validity or fitness for any purpose of such Geologic Data and with all faults and same is delivered for the purpose of Buyer's independent evaluation and any use or reliance thereon is at Buyer's sole risk. All such Leases, Wells, Personal Property, HydrocarbonsXxxrocarbons, Applicable Contracts, Records, and Permits, Records are hereinafter collectively referred to as the “"Assets.”" 1.1. 2The transfer of the Assets will be made at Closing (as hereinafter defined in Section 10.2.1), but shall be made effective as of the Effective Date (as hereinafter defined). Seller and Buyer shall execute such additional documents as may be necessary to transfer the interests herein sold and purchased on the records of any purchaser of hydrocarbons produced from or allocable to the Assets.

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, assign, and deliver or cause others to sell, transfer and convey assign and deliver to Buyer, and Buyer shall purchase and receive at “Closing” receive, 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 equipment, machinery, and other real, personal, movable, immovable and mixed property expressly reserved by Seller pursuant to Section 1.2 hereof) in and to the following: (a) The 1.1.1.1 the oil and gas leasesleases (including without limitation, surface leases working interests, royalty interests, overriding royalty interests, net profits interests and royalties any other interest in and to the Xxxx - Xxxxxxxx Field generally depicted as to location on the map identified as Exhibit A hereto and more particularly or affecting same) described on the attached “List of Leases” identified as Exhibit B; A, Schedule 1 (collectively, the “PropertyLeases”); (b) All 1.1.1.2 any and all oil and gas xxxxx, salt water disposal xxxxx, injection xxxxx, water xxxxx, injection xxxxx and other xxxxx and wellbores, whether abandoned, not abandoned, plugged or unplugged, located on, associated with or affecting 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 1.1.1.3 all pipelines, structures, facilities, foundations, wellheads, tanks, pumps, compressors, separators, equipment, machinery, tanks, fixtures, flowlines, roads, pipelines, pole lines, appurtenancesplatforms, materials, improvements, and any other real, personal, immovable, movable and mixed property located on and currently or formerly used in the operation of, or relating to the in-field production, treatment, sale, or disposal of Hydrocarbons (collectively as defined below), water, and associated substances produced from or attributable to the Leases, whether located on the Leases or stored elsewhere, including such items stored as inventory on-shore but procured exclusively for utilization with the Leases, all including but not limited to those listed on Exhibit A, Schedules 3 and 4 (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 1.1.1.4 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 Xxxxx or the Contracts on and after the Effective Date (as hereinafter defined) (collectively, the “Sale Hydrocarbons”); (e) All 1.1.1.5 to the extent transferable, all contracts, permits, road use agreementslicenses and authorizations, as well as any applications for same, rights-of-way, easements, servitudes, surface leases, subsurface use agreements, licenses, servitudes pooling and/or unit agreements, operating agreements, processing agreements, division orders, farmin and farmout agreements, and other agreements relating of any kind or nature, whether recorded or not, including but not limited to those described on Exhibit A, Schedules 5 and 6, INSOFAR ONLY as they directly relate and are attributable to the PropertyLeases, 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 therewiththerewith (the “Contracts”); 1.1.1.6 digital or hard copies of records directly relating to the Leases, together with all rightsXxxxx, obligationsSale Hydrocarbons, privilegesContracts, 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 Personal Property, in the possession of Seller (the “Records”), including without limitation, lease, well, division order and other title records (including title curative documents), surveys, maps and drawings, correspondence, regulatory, geological records and information, speculation data, geophysical data (either proprietary or its affiliatesnot), and the associated licensing agreements and seismic licenses between Seller and third parties, if any, and any and all geophysical interpretations and proprietary or licensed raw or processed geophysical data (including magnetic tapes, field notes, seismic lines, analyses and similar data or information) and interpretations therefrom (Seller will provide Buyer with a set the requisite information so that Buyer may obtain any non-proprietary geophysical data through acquisition of copies appropriate licenses if Buyer so chooses), production records, electric logs, core data, pressure data, decline curves, graphical production curves and all related matters and construction documents, accounting and tax records which Seller believes would be useful to be maintained by Seller) of all Buyer in the continued operation of the filesAssets but not including any records which (i) Seller is prohibited from transferring to Buyer by law, recordsby court order or existing contractual relationship, information or (ii) would require Seller to bear any cost associated with the transfer of licenses or data, or which (iii) constitute Excluded Assets (hereinafter defined in Section 1.2); and 1.1.1.7 any and materials relating all prepaid items, whether classified as lease operating expenses or capital expenditures, as paid by third parties to Seller as operator of the PropertyAssets and in conjunction with any offshore operating agreement or similar agreement to which Seller is a party. All such Leases, Xxxxx, 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 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, Records are hereinafter 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 right's rights, title title, and interest interests and obligations (but exclusive of the equipment, machinery, and other real, 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 leases, surface leases listed and royalties described 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; "A" (collectively, “Property”"Leases"), including, but not limited to, all associated minerals, substances, materials and compounds contained in the soils, subsurface, waters, and groundwaters of the Leases or that are a part of the Leases; (b) All all oil and gas xxxxx, salt water disposal xxxxx, water xxxxx, injection xxxxx and other xxxxx (collectively “Xxxxx”) xxxxx, plugged or unplugged, located on the Property described Leases or on Exhibit C entitled Xxxxx Transferredlands pooled therewith (collectively the "Xxxxx"); (c) All all equipment, machinery, tanks, fixtures, flowlines, roads, pipelines, pole lines, appurtenances, materials, improvementsimprovements listed on Exhibit "A-1", and any other real, personal, movable, immovable and mixed property (collectively “Personal Property”) located on on, used or formerly used in the operations of operation of, or relating to the production production, treatment, sale, or disposal of hydrocarbons, water, and associated substances produced from the Leases (the "Personal Property"), including, but not limited to, any ponds, pits, xxxxx, mounds, or other facilities located on the Property described Leases or on Exhibit D entitled Personal Property Transferredthe lands pooled therewith and used for the management, handling, storage or disposal of any substances, wastes, byproducts, or contaminants produced from or discharged onto the site of the Leases, including, but not limited to, any environmental conditions, hazardous substances, or Naturally Occurring Radioactive Materials (NORM) that might be present on the Leases; (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 from or allocable to the Property Assets (as hereinafter defined) after the Effective Date (“the "Hydrocarbons”"); (e) All to the extent transferable, all contracts, permits, road use agreements, rights-of-way, easements, licenses, servitudes and agreements (including but not limited to those described on Exhibit "A") relating to the PropertyLeases, Xxxxx or Personal Property and Xxxxx, or the ownership or operation thereof, or the production, treatment, sale, storage or disposal of the Hydrocarbonshydrocarbons, 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 Effective Date described on Exhibit E entitled Applicable Contracts Transferred"); (f) Originals (if in the possession copies 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 records relating to the PropertyLeases, Xxxxx, Hydrocarbons, Applicable Contracts and 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 limitationincluding as follows: all (i) lease, land 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 Contracts; (iii) geophysicalall well, geologicalfacility, engineering and other technical datahistoric production files (collectively, if any, relating to the Xxxxx and Property; and "Records")and (iv) all well, environmental, and production geological files (including structure maps, logs and isopach maps) relating directly to the “Well Files”Leases (the "Geologic Data"), said Geologic Data being accepted "AS IS, WHERE IS" without warranty or representation of any nature or kind as to the accuracy, completeness, materiality, validity or fitness for any purpose of such Geologic Data and with all faults and same is delivered for the purpose of Buyer's independent evaluation and any use or reliance thereon is at Buyer's sole risk. Such Geologic Data shall not be further transferred without Seller's express written consent; (g) All franchisesany agreements burdening any part of the Assets, licensesincluding but not limited to that certain unrecorded Farmout Agreement (LR-023456) dated April 4, permits1997, approvalsby and between Xxx XxXxxxx, consents, certificates Inc. 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 TransferredSeller; and (h) The Propertya non-exclusive seismic license agreement, attached hereto as Exhibit A-2, to use the seismic data obtained from Seller's 0000 Xxxxxxxxxx 3-D seismic survey covering a 00 xxxxxx xxxx xxxx around the properties in Jasper County, Mississippi. All of the above including, but not limited to, the Leases, Xxxxx, Personal Property, Hydrocarbons, Applicable Contracts, Records, and Permits, Records are hereinafter 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. (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. 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) 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 shall sell, assign, transfer and convey to Buyer, and Buyer shall purchase and receive at “Closing” (as defined below) all of Seller’s undivided right, title and interest (but exclusive of the equipment, machinery, and other real, personal movable, immovable and mixed property expressly reserved by Seller pursuant to Section 1.2 hereof and elsewhere herein) in and to the following: (a) The oil the oil, gas, and gas leases, surface mineral leases and royalties real property recited and described 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; Schedule 1.1(a) (collectively, “Property”)) insofar and only insofar as same are contained therein and described; (b) All all oil and gas xxxxx, salt water disposal xxxxx, water xxxxx, injection xxxxx and other xxxxx (collectively on the Property(collectively the “Xxxxx”) located on the Property described on Exhibit C entitled Xxxxx Transferred); (c) All all equipment, machinery, tanks, fixtures, flowlines, roads, pipelines, pole lines, appurtenances, materials, improvements, and other real, personal, and mixed property located on, used in the operation of, or relating to the production, treatment, sale, or disposal of hydrocarbons, water, and associated substances produced from the Property including without limitation, the property recited and described in and on Exhibit B attached hereto and made a part hereof (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 all hydrocarbons, including, natural gas, casinghead gas, drip gasoline, natural gasoline, natural gas liquids, condensate products, and crude oil and other hydrocarbonsoil, whether gaseous or liquid, produced from or allocable to the Property on or after the Effective Date (the “Hydrocarbons”); (e) All 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 Hydrocarbonshydrocarbons, water, or substances associated therewith, together with all rights, obligations, privileges, therewith recited and benefits of Seller hereunder described in and on Schedule 1.1(e) (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) originals of all of the files, records, information and materials relating to the Property, XxxxxHydrocarbons, Applicable Contracts and 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, the “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) (the “Land Files”), (ii) the Applicable Contracts; , (iii) all environmental and production files (the “Production Files”), and (iv) original Well files; g) the Sublicense Agreement For Use Of OEC Technology, attached hereto as Exhibit “D”; and h) all geophysical, geological, engineering and other technical data, if any, and interpretative data relating to the Xxxxx Assets including, without limitation, all such data and Property; interpretations Seller or its affiliates acquired from Texaco Exploration and (iv) all well, environmental, Production Inc. and production files (the “Well Files”); (g) from Shell Oil Company. 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 such Property, Xxxxx, Personal Property, Hydrocarbons, Applicable Contracts, Personal Property, Records, and Permits, Sublicense are hereinafter collectively referred to as the “Assets” and are intended by the parties to include all interests of Seller located in Santa Xxxxxxx, County, California (except for the California lease).”

Assets to be Sold. Subject to the terms and conditions of this Agreement, at the Closing, Seller shall sell, assign, transfer transfer, convey and convey deliver to Buyer, or cause to be sold, assigned, transferred, conveyed and delivered to Buyer, and Buyer shall purchase and receive at “Closing” acquire from Seller, all of Seller’s the right, title and interest in and to all of the following:assets of Seller (the “Purchased Assets”), including, without limitation, the following (but excluding the Excluded Assets): (a) The oil except as otherwise provided in Section 2.9, the interest of Seller in the real property leases described on Part 2.1(a) of the Disclosure Letter (the “Assigned Leases”) including any prepaid rents and gas leasessecurity deposits in connection therewith; (b) the equipment, surface leases furniture, fixtures, cash registers, alarm systems, sensors, cameras, digital video recording systems, bags, hangers, racks and royalties other personal property currently in all stores of the Assigned Leases and in Seller’s (or, to the Xxxx - Xxxxxxxx Field generally depicted as to location on the map identified as Exhibit A hereto and more particularly extent owned by Seller, Finish Line’s) warehouse, including those described on Part 2.1(b) of the attached Disclosure Letter (the “List of Leases” identified as Exhibit B; (collectively, “PropertyEquipment”); (bc) All oil and gas xxxxx, salt water disposal xxxxx, water xxxxx, injection xxxxx the merchandise and other xxxxx inventory consisting of inventory in stores, inventory in distribution centers and inventory in transit between distribution centers and stores, as of July 4, 2009, (collectively collectively, the “XxxxxReceived Inventory”) located on and inventory under non-cancellable purchase orders and in transit between vendors and distribution centers utilized by Seller as of July 4, 2009 (the Property “Ordered Inventory” and collectively with the Received Inventory the “Inventory”) described on Exhibit C entitled Xxxxx Transferred; (cPart 2.1(c) All equipmentof the Disclosure Letter, 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 subject to adjustment for actual Inventory as of the operations of or relating to the production on the Property described on Exhibit D entitled Personal Property TransferredClosing Time; (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 Seller’s interest in the Effective Date Contracts described on Part 2.1(d) of the Disclosure Letter (the “HydrocarbonsSeller Contracts”); (e) All contractsany and all rights of Seller, permitsincluding goodwill, road use agreementsin and to all trade names, rightstrademarks, service marks, brand names, recipes, packaging designs, packaging files, logo artwork, copyrights, customer lists, trade secrets, inventions, technology, nonproprietary information, know-of-wayhow, easements, licenses, servitudes licenses and agreements relating to processes and other intangible assets of every kind and description whatsoever (including registrations thereof and applications therefor) owned or used in connection with the Property, Personal Property and Xxxxx, or the ownership or operation thereof, or the production, treatment, sale, storage or disposal Business as more specifically described in Part 2.1(e) of the Hydrocarbons, water, or substances associated therewith, together with all rights, obligations, privileges, and benefits of Seller hereunder Disclosure Letter (the “Applicable ContractsIntellectual Property Assets”) 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 books, records and with a set of copies to be maintained by Seller) of all of the files, records, other 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”)operation of the Business, including, without limitation: (i) lease, land inventory information, Sales information, employee information, customer and title supplier lists and 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 customers and Property; suppliers and (iv) all wellif applicable, environmental, and production files (the “Well Files”)in an electronic form; (g) All franchisesexcept for the Tax refunds described in Section 2.2(f), licensesany and all rights, permitsclaims, approvalscredits, consentscauses of action or rights of set-off against third Persons related to the Purchased Assets existing as of the Closing Time, certificates including, without limitation, rights under manufacturers’ and vendors’ warranties, rights under insurance policies covering the Purchased Assets and rights under indemnification and contribution agreements; (h) to the extent transferable, any and all licenses and permits necessary or required to operate the Purchased Assets and held by Seller as of the Closing Time; (i) all rights of Seller in and to websites and domain names used or held for use in connection with the Business, as more specifically described on Part 2.1(i) of the Disclosure Letter; (j) any and all documentation, policies, data, literature, advertising materials and other authorizations books and other rights granted by governmental authorities records or portions thereof that relate to the Property or the ownership or operation of any thereof (“Permits”) described on Exhibit F entitled Permits Transferredforegoing assets; and (hk) The Propertyall other assets, Xxxxx, Personal Property, Hydrocarbons, Applicable Contracts, Records, properties and Permits, are hereinafter collectively referred rights of Seller related to as the “Business except for the Excluded Assets.”