Common use of Assets Clause in Contracts

Assets. Subject to Section 2.03, the term “Assets” (or in the singular “Asset”) means all of Seller's right, title and interest in and to: (a) the oil, gas and/or mineral leases described in Exhibit A together with all amendments, supplements, renewals, extensions or ratifications thereof, insofar and only insofar as said leases cover the lands and depths described in Exhibit A (collectively, the “Leases”), and all oil, gas and/or mineral leasehold interests, reversionary, back-in, net profits, carried, convertible, non-consent and overriding royalty interests, operating rights, record title and other similar interests in the Leases (collectively, the “Subject Interests” or, singularly, a “Subject Interest”); (b) except to the extent as may be limited by the Subject Interests or to the extent used or held in connection with the Excluded Assets, all rights, privileges, benefits and powers conferred upon Seller as holder of the Subject Interests, with respect to (i) all rights of use and occupation of the surface of and the subsurface depths under the Subject Interests, and (ii) all rights with respect to any pooled, communitized or unitized acreage by virtue of any Subject Interest being a part thereof, including all Hydrocarbon production after the Effective Time attributable to the Subject Interests or any such pool or unit allocated to any such Subject Interest; (c) to the extent assignable or transferable by Seller, all easements, rights-of-way, surface leases, servitudes, permits, licenses, franchises and other estates or similar rights and privileges directly related to and to the extent used in connection with the Subject Interests, including those described or referred to in Exhibit A-1 (the “Easements”); (d) to the extent assignable or transferable by Seller and to the extent not used or held in connection with the Excluded Assets, all personal property, equipment, fixtures, inventory and improvements located on and used directly in connection with the Subject Interests or the Easements or with the production, treatment, sale, or disposal of oil, gas or other hydrocarbons produced from or attributable to the Subject Interests (collectively, “Hydrocarbons”), byproducts or waste produced from or attributable to the foregoing, including all wellhead equipment, pumps, pumping units, flowlines, gathering systems, piping, tanks, buildings, treatment facilities, disposal facilities, compression facilities, and other materials, supplies, equipment, facilities and machinery (collectively, “Personal Property”); (e) all xxxxx, to the extent not used or held in connection with the Excluded Assets, which are located on the lands covered by the Subject Interests or on lands with which the Subject Interests may have been pooled, communitized or unitized (whether producing, shut in or abandoned), including the xxxxx described in Exhibit B; (f) to the extent assignable or transferable by Seller and to the extent not used or held in connection with the Excluded Assets, all contracts, warranties, agreements and other arrangements, and all express and implied rights that directly relate to the Subject Interests, the Leases or the Easements, including communitization, unitization or pooling agreements, production sales contracts, farmout agreements, subleases, joint venture or partnership agreements, operating agreements, service agreements, exploration agreements, transportation or gathering agreements, agreements for the sale and purchase of Hydrocarbons, the electricity contracts set forth on Schedule 2.02(f) attached hereto, but only to the extent expressly set forth on such schedule, processing agreements and other similar contracts, agreements and other arrangements (the “Contracts”), provided that "Contracts" shall not include the instruments constituting the Leases; and (g) to the extent assignable or transferable by Seller and to the extent not used or held in connection with the Excluded Assets, all books, records, files, muniments of title, reports and similar documents and materials, including lease records, well records, and division order records, well files, well logs, title records (including abstracts of title, title opinions and memoranda, and title curative documents directly related to the Assets), contracts and contract files, correspondence, that directly relate to the foregoing interests in the possession of, and maintained by, Seller (collectively, the “Records”), provided, however, that Seller may retain the copies of such Records as Seller has reasonably determined may be required for existing litigation, tax, accounting and auditing purposes.

Assets. Subject to Section 2.031.03, the term “Assets” (or in the singular “Asset”) means shall mean all of Seller's ’s right, title and interest in and to: (a) the The oil, gas and/or gas, and other mineral leases described in Exhibit A together with all amendments, supplements, renewals, extensions or ratifications thereof, insofar and only insofar as said leases cover the lands and depths described in Exhibit A (collectively, the “Leases” and singularly a “Lease”)) whether or not accurately or completely described in Exhibit A, and all oil, gas and/or mineral leasehold any overriding royalty interests, reversionary, back-in, net profits, carried, convertibleroyalty interests, non-consent and overriding royalty working or carried interests, mineral fee interests, operating rights, record title surface interests and other similar rights and interests in and to the lands covered by the Leases or otherwise described or referred to in Exhibit A, or in any lands pooled, communitized or unitized therewith but excluding any specifically described excluded depths, intervals or lands set forth in Exhibit A (collectivelysaid lands and interests therein being collectively referred to as the “Lands”), together with all production of oil, gas, associated liquids, and other hydrocarbons (collectively “Hydrocarbons”) from and after the Effective Time. Said Leases, Lands, and Hydrocarbons shall be collectively referred to as the “Subject Interests” or, singularly, a “Subject Interest”); (b) except all easements, rights-of-way, servitudes, surface leases, surface use agreements, and other rights or agreements related to the extent as may be limited by use of the Subject Interests or surface and subsurface (the “Surface Agreements”), in each case to the extent used or held in connection with the Excluded Assets, all rights, privileges, benefits and powers conferred upon Seller as holder operation of the Subject Interests, with respect to (i) all rights of use and occupation of the surface of and the subsurface depths under the Subject Interests, and (ii) all rights with respect to any pooled, communitized or unitized acreage by virtue of any Subject Interest being a part thereof, including all Hydrocarbon production after the Effective Time attributable to the Subject Interests or any such pool or unit allocated to any such Subject Interestthose recorded Surface Agreements described in Exhibit A; (c) to the extent assignable or transferable by Sellertransferable, all easements, rights-of-way, surface leases, servitudes, permits, licenses, franchises franchises, consents, approvals, and other estates or similar rights and privileges directly related to and (the “Permits”), in each case to the extent used in connection with the operation of the Subject Interests, including those described or referred to in Exhibit A-1 (the “Easements”); (d) all equipment, machinery, fixtures, spare parts, inventory, and other personal property (including Seller’s leasehold interests therein subject to the extent assignable or transferable by Seller and any necessary consents to the extent not assignment) used or held in connection with the Excluded Assets, all personal property, equipment, fixtures, inventory and improvements located on and used directly in connection with operation of the Subject Interests or the Easements or in connection with the production, treatment, compression, gathering, transportation, sale, or disposal of oil, gas or other hydrocarbons Hydrocarbons produced from or attributable to the Subject Interests (collectivelyor any water, “Hydrocarbons”)byproducts, byproducts or waste produced from the Subject Interests or attributable in association with or incident to the foregoingproduction of Hydrocarbons, or otherwise attributable thereto(collectively the “Equipment”); all xxxxx located on the Leases or the Lands or on lands pooled, communitized, or unitized therewith whether producing, shut in, or abandoned, and whether for production, produced water injection or disposal, or otherwise, and including those Xxxxx described in Exhibit B (collectively, the “Xxxxx”) together with all of Seller’s interests within the spacing, producing, proration, federal exploratory, enhanced recovery, or governmentally prescribed or voluntary unit attendant to the Xxxxx, including all the wellhead equipment, pumps, pumping units, flowlines, gathering systems, pipingpipe, tanks, buildingstreatment facilities, treatment injection facilities, disposal facilities, compression facilities, and other materials, supplies, equipmentbuildings, facilities trailers, and machinery offices used in connection with the Subject Interests and the other matters described in this definition of Assets (collectively, the “Personal PropertyFacilities”); (e) all xxxxx, to the extent not used or held in connection with the Excluded Assets, which are located on the lands covered by the Subject Interests or on lands with which the Subject Interests may have been pooled, communitized or unitized (whether producing, shut in or abandoned), including the xxxxx described in Exhibit B; (f) to the extent assignable or transferable by Seller and to the extent not used or held in connection with the Excluded Assetstransferable, (i) all contracts, warrantiesagreements, agreements and other arrangementsdrilling contracts, and all express and implied rights that directly relate to the Subject Interests, the Leases or the Easements, including communitization, unitization or pooling agreementsequipment leases, production sales and marketing contracts, farmout agreements, subleases, joint venture or partnership farm-out and farm-in agreements, operating agreements, service agreements, exploration unit agreements, gas gathering and transportation or gathering agreements, agreements for and other contracts, agreements, and arrangements, relating to the sale Subject Interests and purchase the other matters described in this definition of HydrocarbonsAssets, the electricity contracts and subject to, and in accordance with, any limitations set forth on Schedule 2.02(fin such agreements, and (ii) attached heretoequipment leases and rental contracts, but only service agreements, supply agreements, and other contracts, agreements, and arrangements relating to the extent expressly set forth on such scheduleSubject Interests and the other matters described in this definition of Assets, processing (the agreements identified in clauses (i) and other similar contracts(ii) above being, agreements and other arrangements (collectively, the “Contracts”); (f) all files, provided records, and data relating to the items described in Sections 1.02 (a) through (e) maintained by Seller including, without limitation, the following, if and to the extent that "Contracts" shall not include such files exist: all books, records, reports, manuals, files, title documents (including correspondence), records of production and maintenance, revenue, sales, expenses, warranties, lease files, land files, well files, division order files, abstracts, title opinions, assignments, reports, property records, contract files, operations files, copies of tax and accounting records (but excluding Federal and state income tax returns and records) and files, maps, core data, hydrocarbon analysis, well logs, mud logs, field studies together with other files, contracts, and other records and data including all geologic and geophysical data and maps, but excluding from the instruments constituting foregoing those files, records, and data subject to written unaffiliated third party contractual restrictions on disclosure or transfer (the Leases“Records”). To the extent that any of the Records contain interpretations of Seller, Buyer agrees to rely on such interpretations at its sole risk and without any duty on the part of Seller regarding such interpretations; and (g) to the extent assignable or transferable by Seller and to the extent not used or held in connection with the Excluded Assets, all books, records, files, muniments of title, reports and similar documents and materialsProduction Imbalances, including lease records, well records, and division order records, well files, well logs, title records (including abstracts those set forth on Schedule 1.02(g) as of title, title opinions and memoranda, and title curative documents directly related to the Assets), contracts and contract files, correspondence, that directly relate to the foregoing interests in the possession of, and maintained by, Seller (collectively, the “Records”), provided, however, that Seller may retain the copies of such Records as Seller has reasonably determined may be required for existing litigation, tax, accounting and auditing purposesEffective Time.

Assets. Subject to Section 2.03and upon the terms and conditions set forth in this Agreement, at the term “Assets” (or in Closing, Transferor will contribute, transfer, convey, assign and deliver to the singular “Asset”) means Company, and the Company will acquire from Transferor, all of Seller's right, title and interest of Transferor in and toto Transferor's properties, assets and rights of every nature, kind and description, tangible and intangible (including goodwill), whether real, personal or mixed, whether accrued, contingent or otherwise and whether now existing or hereinafter acquired (other than the Excluded Assets) as the same may exist on the Closing Date (collectively, the "Assets"), including all those items in the following categories that conform to the definition of the term "Assets": (a) all machinery, equipment, telephone systems and equipment, furniture, furnishings, automobiles, trucks, vehicles, tools, dies, molds and parts and similar property (including any of the oil, gas and/or mineral leases described foregoing purchased subject to any conditional sales or title retention agreement in Exhibit A favor of any other Person) together with all amendments, supplements, renewals, extensions or ratifications thereof, insofar and only insofar as said leases cover the lands and depths described in Exhibit A (collectively, the “Leases”), Systems and all oil, gas and/or mineral leasehold interests, reversionary, back-in, net profits, carried, convertible, non-consent and overriding royalty interests, operating rights, record title and other similar interests in the Leases (collectively, the “Subject Interests” or, singularly, a “Subject Interest”)Components; (b) except to the extent as may be limited by the Subject Interests or to the extent used or held all inventories of raw materials, work in connection with the Excluded Assetsprocess, all rightsfinished products, privilegesgoods, benefits spare parts, replacement and powers conferred upon Seller as holder of the Subject Interests, with respect to (i) all rights of use and occupation of the surface of and the subsurface depths under the Subject Interestscomponent parts, and office and other supplies (iicollectively, the "Inventories") all rights with respect held at any Facility and Inventories previously purchased and in transit to any pooled, communitized or unitized acreage by virtue of any Subject Interest being a part thereof, including all Hydrocarbon production after Transferor at the Effective Time attributable to the Subject Interests or any such pool or unit allocated to any such Subject InterestFacilities; (c) to the extent assignable or transferable by Seller, all easements, rights-of-way, surface leases, servitudes, permits, licenses, franchises and other estates or similar rights and privileges directly related to in and to the extent used products sold or leased (including products hereafter returned or repossessed and Transferor's unpaid rights of rescission, replevin, reclamation and rights to stoppage in connection with the Subject Interests, including those described or referred to in Exhibit A-1 (the “Easements”transit); (d) to the extent assignable or transferable by Seller all rights (including any and all Intellectual Property rights) in and to the extent not used products sold or held leased and in connection with the Excluded Assets, all personal property, equipment, fixtures, inventory and improvements located on and used directly in connection with the Subject Interests or the Easements or with the production, treatment, sale, or disposal of oil, gas to any products or other hydrocarbons produced from Intellectual Property rights under research or attributable development prior to or on the Subject Interests (collectively, “Hydrocarbons”), byproducts or waste produced from or attributable to the foregoing, including all wellhead equipment, pumps, pumping units, flowlines, gathering systems, piping, tanks, buildings, treatment facilities, disposal facilities, compression facilities, and other materials, supplies, equipment, facilities and machinery (collectively, “Personal Property”)Closing Date; (e) all xxxxxof the rights of Transferor under all contracts, to the extent not used or held in connection with the Excluded Assetsarrangements, which are located on the lands covered by the Subject Interests or on lands with which the Subject Interests may have been pooledlicenses, communitized or unitized (whether producing, shut in or abandoned)leases and other agreements, including the xxxxx described any right to receive payment for products sold or services rendered, and to receive goods and services, pursuant to such agreements and to assert claims and take other rightful actions in Exhibit Brespect of breaches, defaults and other violations of such contracts, arrangements, licenses, leases and other agreements and otherwise; (f) to the extent assignable or transferable by Seller all credits, prepaid expenses, deferred charges, advance payments, security deposits and to the extent not used or held in connection with the Excluded Assets, all contracts, warranties, agreements and other arrangements, and all express and implied rights that directly relate to the Subject Interests, the Leases or the Easements, including communitization, unitization or pooling agreements, production sales contracts, farmout agreements, subleases, joint venture or partnership agreements, operating agreements, service agreements, exploration agreements, transportation or gathering agreements, agreements for the sale and purchase of Hydrocarbons, the electricity contracts set forth on Schedule 2.02(f) attached hereto, but only to the extent expressly set forth on such schedule, processing agreements and other similar contracts, agreements and other arrangements (the “Contracts”), provided that "Contracts" shall not include the instruments constituting the Leases; andprepaid items; (g) all notes and accounts receivable held by Transferor and all notes, bonds and other evidences of indebtedness of and rights to receive payments from any Person held by Transferor; (h) all Intellectual Property and all rights thereunder or in respect thereof, including rights to xxx for and remedies against past, present and future infringements thereof, and rights of priority and protection of interests therein under the extent assignable or transferable by Seller laws of any jurisdiction worldwide and to all tangible embodiments thereof (the extent not used or held in connection with the Excluded "Intellectual Property Assets, "); (i) all books, records, files, muniments of title, reports manuals and similar documents and materialsother materials (in any form or medium), including lease recordsall records and materials maintained at the headquarters or other offices of Transferor, well recordsadvertising matter, and division order recordscatalogues, well files, well logs, title records (including abstracts of title, title opinions and memoranda, and title curative documents directly related to the Assets), contracts and contract filesprice lists, correspondence, that directly relate to the foregoing interests in the possession ofmailing lists, lists of customers, distribution lists, photographs, production data, sales and maintained bypromotional materials and records, Seller purchasing materials and records, personnel records, manufacturing and quality control records and procedures, blueprints, research and development files, records, data and laboratory books, Intellectual Property disclosures, media materials and plates, accounting records, sales order files and litigation files (collectively, the “"Books and Records”"); (j) to the extent their transfer is permitted by law, providedall Governmental Approvals, howeverincluding all applications therefor; (k) all Real Property and all licenses, that Seller may retain permits, approvals and qualifications relating to any Real Property issued to Transferor by any Governmental Authority; (l) all rights to causes of action, lawsuits, judgments, claims and demands of any nature available to or being pursued by Transferor with respect to the copies Business or the ownership, use, function or value of such Records as Seller has reasonably determined may any Asset, whether arising by way of counterclaim or otherwise; (m) all guarantees, warranties, indemnities and similar rights in favor of Transferor with respect to any Asset; (n) to the extent not described elsewhere in this Section 1.1, all Net Working Capital; (o) any web site domain name together with related rights; and (p) all stock, partnership, membership or other interests in any Person engaged in the Business listed on Schedule 1.1(p). At the Closing, the Assets shall be required for existing litigationtransferred to the Company free and clear of all liabilities, taxobligations, accounting liens and auditing purposesencumbrances excepting only Assumed Liabilities, liens listed on Schedule 3.1.11 and Permitted Liens.

Assets. Subject to Section 2.03, the term “Assets” (or in shall mean, less and except the singular “Asset”) means Excluded Assets, all of Seller's ’s right, title and interest in and to: (a) the oil(i) all oil and gas leases owned or claimed by Seller in Xxxx and Xxxxxxxxx Counties, Texas, including, but not limited to, those oil and gas and/or mineral leases more particularly described in Exhibit A together with — Part 1 (Seller’s interests in such leases, including all amendmentsoverriding royalty interests, supplements, renewals, extensions or ratifications thereof, insofar and only insofar as said leases cover the lands and depths described in Exhibit A (collectively, the “Leases”), and all oil, gas and/or mineral leasehold interests, reversionary, back-in, net profits, carried, convertible, non-consent and overriding royalty interests, operating rights, record title and other similar (ii) the interests in any units or pooled or communitized lands arising on account of the Leases having been unitized or pooled into such units or with such lands (collectivelySeller’s interests in such units, the “Subject Unit Interests” or, singularly, a “Subject Interest”); (b) except to the extent as may be limited by the Subject Interests all existing (on or to the extent used or held in connection with the Excluded Assets, all rights, privileges, benefits and powers conferred upon Seller as holder of the Subject Interests, with respect to (i) all rights of use and occupation of the surface of and the subsurface depths under the Subject Interests, and (ii) all rights with respect to any pooled, communitized or unitized acreage by virtue of any Subject Interest being a part thereof, including all Hydrocarbon production after the Effective Time date of this Agreement but prior to Closing) oil and gas xxxxx attributable to the Subject Leases or Unit Interests or any (Seller’s interests in such pool or unit allocated xxxxx, collectively and including the xxxxx set forth on Exhibit A—Part 2, the “Xxxxx”, and the Leases, the Unit Interests and the Xxxxx being collectively referred to any such Subject Interesthereinafter as the “Properties”); (c) all production facilities, structures, tubular goods, well equipment, lease equipment, production equipment, pipelines, inventory and all other personal property, fixtures and facilities to the extent assignable appurtenant to or transferable by Sellerused in connection with the Properties (collectively, the “Facilities”); (d) all permits, licenses, servitudes, easements, rights-of-way, surface leases, servitudes, permits, licenses, franchises fee interests and other estates or similar rights and privileges directly related to and surface use agreements to the extent used in connection with the Subject Interestsownership or operation of the Properties or the Facilities, including those described or referred to in Exhibit A-1 (the “Easements”)A-Part 3; (de) to the extent assignable or transferable by Seller offices described on Exhibit A — Part 4, including the computers, furniture and to other personal property located therein, and the extent not used or held lands and leases associated therewith, including those described in connection with Exhibit A — Part 4; (f) the Excluded Assets, all personal property, equipment, fixtures, inventory and improvements located on and used directly in connection with the Subject Interests or the Easements or with the production, treatment, sale, or disposal of oil, gas or other hydrocarbons Hydrocarbons produced from or attributable to the Subject Interests Properties from and after the Effective Time and all Hydrocarbons produced therefrom prior to the Effective Time that are in storage prior to sale and that are upstream of the sales metering point as of the Closing Date; (g) all contracts and agreements, including the contracts and agreements listed in Exhibit A — Part 5 (collectively, the “Hydrocarbons”), byproducts or waste produced from or attributable to the foregoing, including all wellhead equipment, pumps, pumping units, flowlines, gathering systems, piping, tanks, buildings, treatment facilities, disposal facilities, compression facilities, and other materials, supplies, equipment, facilities and machinery (collectively, “Personal PropertyContracts”); (eh) all xxxxxImbalances relating to the Properties; (i) all of those records, files, contracts, orders, agreements, permits, licenses (including the 3D Seismic License to the extent not used or held in connection with the Excluded Assetspermitted by such license, which are located on the lands covered by the Subject Interests or on lands with which the Subject Interests may have been pooled, communitized or unitized (whether producing, shut in or abandonedand subject to Buyer’s payment of any fees pursuant to such license), easements, maps, data (including the xxxxx described in Exhibit B; (f) 3D Seismic Data to the extent assignable or transferable permitted by Seller the 3D Seismic License, and subject to Buyer’s payment of any fees pursuant to such license), schedules, reports and logs relating to the extent not used or held in connection with the Excluded Assets, all contracts, warranties, agreements and other arrangements, and all express and implied rights that directly relate Assets (collectively referred to the Subject Interests, the Leases or the Easements, including communitization, unitization or pooling agreements, production sales contracts, farmout agreements, subleases, joint venture or partnership agreements, operating agreements, service agreements, exploration agreements, transportation or gathering agreements, agreements for the sale and purchase of Hydrocarbons, the electricity contracts set forth on Schedule 2.02(f) attached hereto, but only to the extent expressly set forth on such schedule, processing agreements and other similar contracts, agreements and other arrangements (as the “ContractsFiles”), provided that "Contracts" shall not include the instruments constituting the Leases; and (gj) to the extent assignable or transferable by Seller and to the extent not used or held all vehicles described in connection with the Excluded Assets, all books, records, files, muniments of title, reports and similar documents and materials, including lease records, well records, and division order records, well files, well logs, title records (including abstracts of title, title opinions and memoranda, and title curative documents directly related to the Assets), contracts and contract files, correspondence, that directly relate to the foregoing interests in the possession of, and maintained by, Seller (collectively, the “Records”), provided, however, that Seller may retain the copies of such Records as Seller has reasonably determined may be required for existing litigation, tax, accounting and auditing purposesExhibit A — Part 6.

Assets. Subject to Section 2.03, the term “Assets” (or in the singular “Asset”) means all of Seller's ’s right, title and interest in and to: (a) the oil, gas and/or mineral leases described in Exhibit A together with all amendmentsA, supplements, renewals, extensions or ratifications thereof, insofar and only insofar as said leases cover the lands and depths described in Exhibit A (collectively, the “Leases”), and all oil, gas and/or mineral leasehold interests, reversionary, back-in, net profits, carried, convertible, non-consent and overriding royalty interests, operating rights, record title and other similar interests in the Leases (collectively, the “Subject Interests” or, singularly, a “Subject Interest”); (b) except to the extent as may be limited by the Subject Interests or to the extent used or held in connection with the Excluded AssetsInterests, all rights, privileges, benefits and powers conferred upon Seller as holder of the Subject Interests, with respect to (i) all rights of use and occupation of the surface of and the subsurface depths under the Subject Interests, and ; (ii) all rights with respect to any pooled, communitized or unitized acreage by virtue of any Subject Interest being a part thereof, including all Hydrocarbon production after the Effective Time attributable to the Subject Interests or any such pool or unit allocated to any such Subject Interest; (c) to the extent assignable or transferable by Seller, all easements, rights-of-way, surface leases, servitudes, permits, licenses, franchises and other estates or similar rights and privileges directly related to and to the extent or used in connection with the Subject Interests, including without limitation those described or referred to in Exhibit A-1 A (the “Easements”); (d) to the extent assignable or transferable by Seller and to the extent not used or held in connection with the Excluded AssetsSeller, all personal property, equipment, fixtures, inventory and improvements located on and used directly in connection with the Subject Interests or the Easements or with the production, treatment, sale, or disposal of oil, gas or other hydrocarbons produced from or attributable to the Subject Interests (collectively, “Hydrocarbons”), byproducts or waste produced from or attributable to the foregoing, including all wellhead equipment, pumps, pumping units, flowlines, gathering systems, piping, tanks, buildings, treatment facilities, disposal facilities, compression facilities, and other materials, supplies, equipment, facilities and machinery (collectively, “Personal Property”); (e) all xxxxx, to the extent not used or held in connection with the Excluded Assets, which are xxxxx located on the lands covered by the Subject Interests or on lands with which the Subject Interests may have been pooled, communitized or unitized (whether producing, shut in or abandoned), including the xxxxx described in Exhibit B; (f) to the extent assignable or transferable by Seller and to the extent not used or held in connection with the Excluded AssetsSeller, all contracts, warranties, agreements and other arrangements, and all express and implied rights that directly relate to the Subject Interests, the Leases or the Easements, including communitization, unitization or pooling agreements, production sales contracts, farmout agreements, subleases, joint venture or partnership agreements, operating agreements, service agreements, exploration agreements, transportation or gathering agreements, agreements for the sale and purchase of Hydrocarbons, the electricity contracts set forth on Schedule 2.02(f) attached hereto, but only to the extent expressly set forth on such schedule, processing agreements and other similar the contracts, agreements and other arrangements arrangements, including without limitation those described or referred to in Exhibit C (the “Contracts”), provided that "Contracts" shall not include the instruments constituting the Leases; and (g) to the extent assignable or transferable by Seller and to the extent not used or held in connection with the Excluded AssetsSeller, all books, records, files, muniments of title, reports and similar documents and materials, including lease records, well records, and division order records, well files, well logs, title records (including abstracts of title, title opinions and memoranda, and title curative documents directly related to the Assets), contracts and contract files, correspondence, that directly relate to the foregoing interests in the possession of, and maintained by, Seller (collectively, the “Records”), provided, however, that Seller may retain the copies of such Records as Seller has reasonably determined may be required for existing litigation, tax, accounting and auditing purposes.

Assets. Subject to Section 2.031.03, the term “Assets” (or in the singular “Asset”) means shall mean all of Seller's ’s right, title and interest in and to: (a) the leasehold estates in and to the oil, gas and/or and mineral leases described or referred to in Exhibit A together with all amendments, supplements, renewals, extensions or ratifications thereof, insofar and only insofar as said leases cover the lands and depths described in Exhibit A attached hereto (collectively, the “Leases”), ) at the working interest and all oil, gas and/or mineral leasehold interests, reversionary, back-in, net profits, carried, convertible, non-consent and overriding royalty interests, operating rights, record title and other similar interests in the Leases revenue interest percentages described on Exhibit A attached hereto (collectively, the “Subject Interests,” or, or singularly, a “Subject Interest”); (b) except all rights incident to the extent as may be limited by the Subject Interests or to the extent used or held in connection with the Excluded Assets, all rights, privileges, benefits and powers conferred upon Seller as holder of the Subject Interests, with respect to including, without limitation, (i) all rights of with respect to the use and occupation of the surface of and the subsurface depths under the Subject Interests, and ; (ii) all rights with respect to any pooled, communitized or unitized acreage by virtue of any Subject Interest being a part thereof, including all Hydrocarbon production thereof after the Effective Time (as defined in Section 2.03) attributable to the Subject Interests or any such pool or unit allocated to any such Subject Interest; (c) to the extent assignable or transferable by Seller, all easements, rights-of-way, surface leases, servitudes, permits, licenses, franchises and other estates or similar rights and privileges directly related to and to the extent or used solely in connection with the Subject Interests, including those described or referred to in Exhibit A-1 Interests (the “Easements”); (d) to the extent assignable or transferable by Seller and to the extent not used or held in connection with the Excluded Assets, all personal property, equipment, fixtures, inventory and improvements located on and used directly in connection with the Subject Interests or the Easements or with the production, treatment, sale, or disposal of oil, gas or other hydrocarbons produced from or attributable to the Subject Interests (collectively, “Hydrocarbons”), byproducts or waste produced from or attributable to the foregoing, including all wellhead equipment, pumps, pumping units, flowlines, gathering systems, piping, tanks, buildings, treatment facilities, disposal facilities, compression facilities, and other materials, supplies, equipment, facilities and machinery (collectively, “Personal Property”); (e) all xxxxx, to the extent not used or held in connection with the Excluded Assets, which are located on the lands covered by the Subject Interests or on lands with which the Subject Interests may have been pooled, communitized or unitized (whether producing, shut in or abandoned), including the xxxxx described in Exhibit B; (f) to the extent assignable or transferable by Seller and to the extent not used or held in connection with the Excluded Assets, all contracts, warranties, agreements and other arrangements, and all express and implied rights arrangements that directly relate to the Subject Interests, the Leases or the Easements, including communitizationincluding, unitization or pooling agreementswithout limitation, production sales contracts, farmout agreements, subleases, joint venture or partnership agreements, operating agreements, service agreements, exploration agreements, transportation or gathering agreements, agreements for the sale and purchase of Hydrocarbons, the electricity contracts set forth on Schedule 2.02(f) attached hereto, but only to the extent expressly set forth on such schedule, processing agreements and other similar contracts, agreements and other arrangements (the “Contractscollectively, the“Contracts”), provided that "Contracts" shall not include the instruments constituting the Leases; and; (ge) to the extent assignable or transferable by Seller and to the extent not used or held in connection with the Excluded Assets, all books, records, files, muniments of title, reports and similar documents and materials, including including, without limitation, lease records, well records, and division order records, well files, well logs, title records (including abstracts of title, title opinions and memoranda, and title curative documents directly related to the Assets), contracts and contract files, correspondence, that directly relate to the foregoing interests in the possession of, and maintained by, Seller (collectively, the “Records”); and (f) all geological and geophysical data relating to the Subject Interests, providedother than such data that is interpretive in nature or which cannot be transferred without the consent of or payment to any Third Party as disclosed on Exhibit A. For purposes of this Agreement, however“Third Party” means any person or entity, that governmental or otherwise, other than Seller may retain or Buyer, and their respective affiliates; the copies of such Records as Seller has reasonably determined may be required for existing litigationterm includes, taxbut is not limited to, accounting working interest owners, royalty owners, lease operators, landowners, service contractors and auditing purposesgovernmental agencies.

Assets. Subject to Section 2.031.03, the term “Assets” (or in the singular “Asset”) means shall mean all of Seller's ’s right, title and interest in and toto the following: (a) the oil, gas and/or gas, and mineral leases described in Exhibit A together with all amendments, supplements, renewals, extensions or ratifications thereof, insofar and only insofar as said leases cover the lands and depths described in Exhibit A attached hereto (collectively, the “Leases”), and all any other oil, gas and/or gas, and mineral leasehold interests, reversionary, back-in, net profits, carried, convertibleoverriding royalty interest, non-consent and overriding royalty working or carried interests, operating rights, record title and other similar interests in the Leases (collectively, the “Subject Interests” or, singularly, a “Subject Interest”);, together with: (b) except to the extent as may be limited by the Subject Interests or to the extent used or held in connection with the Excluded Assets, all rights, privileges, benefits and powers conferred upon Seller as holder of the Subject Interests, with respect to (i) all rights of use and occupation of the surface of and the subsurface depths under the Subject Interests, and (ii) all rights with respect to any pooled, communitized or unitized acreage interest by virtue of any Subject Interest being a part thereof, including and (ii) all Hydrocarbon production after the Effective Time oil, gas, other liquid or gaseous hydrocarbons or combination thereof attributable to the Subject Interests or after the Effective Time, and from any such pool or unit and allocated to any such Subject InterestInterest (“Hydrocarbons”); (b) to the extent assignable or transferable, all easements, rights-of-way, servitudes, surface leases, surface use agreements and other rights or agreements related to the use of the surface and subsurface, in each case to the extent used or held for use in connection with the operation of the Subject Interests, including but not limited to any recorded agreements described in Exhibit B hereto (collectively, the “Surface Agreements”); (c) to the extent assignable or transferable by Sellertransferable, all easements, rights-of-way, surface leases, servitudes, permits, licenses, franchises franchises, consents, approvals, and other estates or similar rights and privileges directly related to and (the “Permits”), in each case to the extent used or held for use in connection with the operation of the Subject Interests, including those described or referred to in Exhibit A-1 (the “Easements”); (d) to the extent assignable or transferable by Seller transferable, all real and to the extent not personal property, and fixtures including without limitation, structures, wellhead equipment, pumps, pumping units, flowlines, gathering systems, pipe, tanks, buildings, treatment facilities, injection facilities, disposal facilities, compression facilities and other materials, supplies, and facilities, equipment, machinery, fixtures, spare parts, inventory and other personal property used or held for use in connection with the Excluded Assets, all personal property, equipment, fixtures, inventory and improvements located on and used directly in connection with operation of the Subject Interests or the Easements or in connection with the production, treatment, salecompression, gathering, transportation, sale or disposal of oil, gas or other hydrocarbons produced from or attributable to the Subject Interests (collectively, collectively the “HydrocarbonsFacilities”); and any water, byproducts or waste produced from therefrom or therewith or otherwise attributable to the foregoingthereto, including all wellhead equipment, pumps, pumping units, flowlines, gathering systems, piping, tanks, buildings, treatment facilities, disposal facilities, compression facilities, and other materials, supplies, equipment, facilities and machinery (collectively, “Personal Property”); (e) all xxxxx, to the extent not used or held in connection with the Excluded Assets, which are located xxxxx drilled on the lands covered by the Subject Interests Leases or on lands with which the Subject Interests may have been pooled, communitized pooled or unitized therewith (whether producing, shut in or abandoned, and whether for production, produced water injection or disposal, or otherwise), including the xxxxx limited to those described in Exhibit B;C attached hereto (collectively, the “Xxxxx”), (e) to the extent assignable or transferable, all contracts, agreements, equipment leases, production sales and marketing contracts, farmout and farmin agreements, operating agreements, service agreements, unit agreements, gas gathering and transportation agreements, equipment leases and rental contracts, service agreements, supply agreements and other contracts, agreements, and arrangements and other contracts, agreements and arrangements that used or held for use in connection the Subject Interests, including but not limited to those described in Exhibit D attached hereto (collectively, the “Contracts”); and (f) to the extent assignable or transferable by Seller and transferable, originals (or copies to the extent that Seller does not used or held in connection with the Excluded Assets, all contracts, warranties, agreements and other arrangements, and all express and implied rights that directly relate to the Subject Interests, the Leases or the Easements, including communitization, unitization or pooling agreements, production sales contracts, farmout agreements, subleases, joint venture or partnership agreements, operating agreements, service agreements, exploration agreements, transportation or gathering agreements, agreements for the sale and purchase possess originals) of Hydrocarbons, the electricity contracts set forth on Schedule 2.02(f) attached hereto, but only to the extent expressly set forth on such schedule, processing agreements and other similar contracts, agreements and other arrangements (the “Contracts”), provided that "Contracts" shall not include the instruments constituting the Leases; and (g) to the extent assignable or transferable by Seller and to the extent not used or held in connection with the Excluded Assets, all books, correspondence, information, records, files, muniments maps, databases and geological and geophysical data, in the possession of Seller relating to the Subject Interests and/or the Xxxxx, or the maintenance or operations thereof, including, but not limited to, all title opinions, maps, drilling reports, all electronic files, data, programs and software, logs, seismic, and geophysical data, analyses and information, and all other records and data relating to the land, title, reports geological, engineering, accounting and similar documents and materialsoperational matters, including lease recordsregardless of the form of media on which it is stored, well recordsthat, and division order recordsin each case, well files, well logs, title records (including abstracts of title, title opinions and memoranda, and title curative documents directly related to the Assets), contracts and contract files, correspondence, that directly relate to the foregoing interests Subject Interests and/or the Xxxxx, which are in the possession of, and maintained by, or control of Seller (collectively, the “Records”), provided, however, that Seller may retain the copies of such Records as Seller has reasonably determined may be required for existing litigation, tax, accounting and auditing purposes.

Assets. Subject to Section 2.03, the term “Assets” (or in shall mean, less and except the singular “Asset”) means Excluded Assets, all of Seller's ’s right, title and interest in and to: (a) the oil(i) all oil and gas leases owned or claimed by Seller in Xxxx and Xxxxxxxxx Counties, Texas, including, but not limited to, those oil and gas and/or mineral leases more particularly described in Exhibit A together with – Part 1 (Seller’s interests in such leases, including all amendmentsoverriding royalty interests, supplements, renewals, extensions or ratifications thereof, insofar and only insofar as said leases cover the lands and depths described in Exhibit A (collectively, the “Leases”), and all oil, gas and/or mineral leasehold interests, reversionary, back-in, net profits, carried, convertible, non-consent and overriding royalty interests, operating rights, record title and other similar (ii) the interests in any units or pooled or communitized lands arising on account of the Leases having been unitized or pooled into such units or with such lands (collectivelySeller’s interests in such units, the “Subject Unit Interests” or, singularly, a “Subject Interest”); (b) except to the extent as may be limited by the Subject Interests all existing (on or to the extent used or held in connection with the Excluded Assets, all rights, privileges, benefits and powers conferred upon Seller as holder of the Subject Interests, with respect to (i) all rights of use and occupation of the surface of and the subsurface depths under the Subject Interests, and (ii) all rights with respect to any pooled, communitized or unitized acreage by virtue of any Subject Interest being a part thereof, including all Hydrocarbon production after the Effective Time date of this Agreement but prior to Closing) oil and gas xxxxx attributable to the Subject Leases or Unit Interests or any (Seller’s interests in such pool or unit allocated xxxxx, collectively and including the xxxxx set forth on Exhibit A—Part 2, the “Xxxxx”, and the Leases, the Unit Interests and the Xxxxx being collectively referred to any such Subject Interesthereinafter as the “Properties”); (c) all production facilities, structures, tubular goods, well equipment, lease equipment, production equipment, pipelines, inventory and all other personal property, fixtures and facilities to the extent assignable appurtenant to or transferable by Sellerused in connection with the Properties (collectively, the “Facilities”); (d) all permits, licenses, servitudes, easements, rights-of-way, surface leases, servitudes, permits, licenses, franchises fee interests and other estates or similar rights and privileges directly related to and surface use agreements to the extent used in connection with the Subject Interestsownership or operation of the Properties or the Facilities, including those described or referred to in Exhibit A-1 (the “Easements”)A-Part 3; (de) to the extent assignable or transferable by Seller offices described on Exhibit A – Part 4, including the computers, furniture and to other personal property located therein, and the extent not used or held lands and leases associated therewith, including those described in connection with Exhibit A – Part 4; (f) the Excluded Assets, all personal property, equipment, fixtures, inventory and improvements located on and used directly in connection with the Subject Interests or the Easements or with the production, treatment, sale, or disposal of oil, gas or other hydrocarbons Hydrocarbons produced from or attributable to the Subject Interests Properties from and after the Effective Time and all Hydrocarbons produced therefrom prior to the Effective Time that are in storage prior to sale and that are upstream of the sales metering point as of the Closing Date; (g) all contracts and agreements, including the contracts and agreements listed in Exhibit A – Part 5 (collectively, the “Hydrocarbons”), byproducts or waste produced from or attributable to the foregoing, including all wellhead equipment, pumps, pumping units, flowlines, gathering systems, piping, tanks, buildings, treatment facilities, disposal facilities, compression facilities, and other materials, supplies, equipment, facilities and machinery (collectively, “Personal PropertyContracts”); (eh) all xxxxxImbalances relating to the Properties; (i) all of those records, files, contracts, orders, agreements, permits, licenses (including the 3D Seismic License to the extent not used or held in connection with the Excluded Assetspermitted by such license, which are located on the lands covered by the Subject Interests or on lands with which the Subject Interests may have been pooled, communitized or unitized (whether producing, shut in or abandonedand subject to Buyer’s payment of any fees pursuant to such license), easements, maps, data (including the xxxxx described in Exhibit B; (f) 3D Seismic Data to the extent assignable or transferable permitted by Seller the 3D Seismic License, and subject to Buyer’s payment of any fees pursuant to such license), schedules, reports and logs relating to the extent not used or held in connection with the Excluded Assets, all contracts, warranties, agreements and other arrangements, and all express and implied rights that directly relate Assets (collectively referred to the Subject Interests, the Leases or the Easements, including communitization, unitization or pooling agreements, production sales contracts, farmout agreements, subleases, joint venture or partnership agreements, operating agreements, service agreements, exploration agreements, transportation or gathering agreements, agreements for the sale and purchase of Hydrocarbons, the electricity contracts set forth on Schedule 2.02(f) attached hereto, but only to the extent expressly set forth on such schedule, processing agreements and other similar contracts, agreements and other arrangements (as the “ContractsFiles”), provided that "Contracts" shall not include the instruments constituting the Leases; and (gj) to the extent assignable or transferable by Seller and to the extent not used or held all vehicles described in connection with the Excluded Assets, all books, records, files, muniments of title, reports and similar documents and materials, including lease records, well records, and division order records, well files, well logs, title records (including abstracts of title, title opinions and memoranda, and title curative documents directly related to the Assets), contracts and contract files, correspondence, that directly relate to the foregoing interests in the possession of, and maintained by, Seller (collectively, the “Records”), provided, however, that Seller may retain the copies of such Records as Seller has reasonably determined may be required for existing litigation, tax, accounting and auditing purposesExhibit A – Part 6.

Assets. Subject to Section 2.03, the term “Assets” (or in the singular “Asset”) means all of Seller's ’s right, title and interest in and to: (a) the oil, gas and/or mineral leases described in Exhibit A together with all amendmentsA, supplements, renewals, extensions or ratifications thereof, insofar and only insofar as said leases cover the lands and depths covered thereby, including but not limited to the lands described in Exhibit A (collectively, the “Leases”), and all oil, gas and/or mineral leasehold interests, reversionary, back-in, net profits, carried, convertible, non-consent and overriding royalty interests, operating rights, record title and other similar interests in the Leases (collectively, the “Subject Interests” or, singularly, a “Subject Interest”), except those overriding royalty interests expressly excluded under Section 2.03(b) of this Agreement; (b) except to the extent as may be limited by the Subject Interests or to the extent used or held in connection with the Excluded AssetsInterests, all rights, privileges, benefits and powers conferred upon Seller as holder of the Subject Interests, with respect to (i) all rights of use and occupation of the surface of and the subsurface depths under the Subject Interests, and ; (ii) all rights with respect to any pooled, communitized or unitized acreage by virtue of any Subject Interest being a part thereof, including all Hydrocarbon production after the Effective Time attributable to the Subject Interests or any such pool or unit allocated to any such Subject Interest; (c) to the extent assignable or transferable by Seller, all easements, rights-of-way, surface leases, servitudes, permits, licenses, franchises and other estates or similar rights and privileges directly related to and to the extent or used in connection with the Subject Interests, including without limitation those described or referred to in Exhibit A-1 C-1 (the “Easements”); (d) to the extent assignable or transferable by Seller and to the extent not used or held in connection with the Excluded AssetsSeller, (i) all personal property, equipment, fixtures, inventory and improvements located on and used directly in connection with the Subject Interests or the Easements or with the production, treatment, sale, or disposal of oil, gas or other hydrocarbons produced from or attributable to the Subject Interests (collectively, “Hydrocarbons”), byproducts or waste produced from or attributable to the foregoing, including all wellhead equipment, pumps, pumping units, flowlines, gathering systems, piping, tanks, buildings, treatment facilities, disposal facilities, compression facilities, and other materials, supplies, equipment, facilities and machinery and (collectivelyii) the equipment identified at Exhibit C-2 (clause (ii) being referred to herein as the “Specified Equipment”, and together with clause (i), the “Personal Property”); (e) all xxxxx, to the extent not used or held in connection with the Excluded Assets, which are xxxxx located on the lands covered by the Subject Interests or on lands with which the Subject Interests may have been pooled, communitized or unitized (whether producing, shut in or abandoned), including the xxxxx described in Exhibit BB (the “Xxxxx”); (f) to the extent assignable or transferable by Seller and to the extent not used or held in connection with the Excluded AssetsSeller, all contracts, warranties, agreements and other arrangements, and all express and implied rights that directly relate to the Subject Interests, the Leases or the Easements, including communitization, unitization or pooling agreements, production sales contracts, farmout agreements, subleases, joint venture or partnership agreements, operating agreements, service agreements, exploration agreements, transportation or gathering agreements, agreements for the sale and purchase of Hydrocarbons, the electricity contracts set forth on Schedule 2.02(f) attached hereto, but only to the extent expressly set forth on such schedule, processing agreements and other similar the contracts, agreements and other arrangements arrangements, including without limitation those described or referred to in Exhibit D (the “Contracts”), provided that "Contracts" shall not include the instruments constituting the Leases; and (g) to the extent assignable or transferable by Seller and to the extent not used or held in connection with the Excluded AssetsSeller, all books, records, files, muniments of title, reports and similar documents and materials, including lease records, well records, and division order records, well files, well logs, title records (including abstracts of title, title opinions and memoranda, and title curative documents directly related to the Assets), contracts and contract files, correspondence, that directly relate to the foregoing interests in the possession of, and maintained by, Seller (collectively, the “Records”), provided, however, that Seller may retain the copies of such Records as Seller has reasonably determined may be required for existing litigation, tax, accounting and auditing purposes.

Assets. Subject to Section 2.03, the term “Assets” (or in the singular “Asset”) means all of Seller's ’s right, title and interest in and to: (a) the oil, gas and/or mineral leases leases, subleases and other leaseholds, mineral fee interests, reversionary interests, carried interests, other fee interests, royalty interests, and overriding royalty interests farmout and farm-in rights, options, net profits interests and other leasehold interests specifically described in Exhibit A together with all amendmentsA, supplements, renewals, extensions or ratifications thereof, insofar and only insofar as said leases cover the lands and depths described in Exhibit A (collectively, the “Leases”), together with all other rights, titles and interests of Seller in the Leases and any other lands or interests covered thereby, associated therewith or pooled, unitized or communitized therewith (the “Lands”), including, without limitation, all oil, gas and/or mineral leasehold working interests, reversionaryroyalty interests, back-in, net profits, carried, convertible, non-consent and overriding royalty interests, operating rightsnet profits interests, record title production payments, mineral interests, forced pooled interests, and interests acquired under contracts or otherwise in the Lands covered by the Leases, and any other lands or interests pooled, unitized or communitized therewith (the Leases and the Lands and other similar interests in the Leases (collectively, described above are collectively referred to herein as the “Subject Interests” or, singularly, a “Subject Interest”); (b) except to the extent as may be limited by the Subject Interests or to the extent used or held in connection with the Excluded Assets, all rights, privileges, benefits and powers conferred upon Seller as holder of the Subject Interests, including with respect to (i) all rights of use and occupation of the surface of and the subsurface depths under the Subject InterestsInterests (including any drill sites), and (ii) all rights with respect to any pooled, communitized or unitized acreage by virtue of any Subject Interest being a part thereof, including all Hydrocarbon production after the Effective Time attributable to the Subject Interests or any such pool or unit allocated to any such Subject Interest, and (iii) all of Seller’s rights of ingress and egress on the Lands for the purpose of exploring, drilling, operating, and producing the Subject Interests; (c) to the extent assignable or transferable by SellerSeller (including transferable or assignable with the consent of any applicable Person or Persons), all easements, rights-of-way, subsurface easements, surface leases, servitudes, permits, licenses, franchises and other estates or similar rights and privileges directly related to and to the extent used solely in connection with the Subject Interests, including those described or referred to in Exhibit A-1 (the “Easements”); (d) to the extent assignable or transferable by Seller and to the extent not used (including transferable or held in connection assignable with the Excluded Assetsconsent of any applicable Person or Persons), all personal property, equipment, fixtures, inventory and improvements located on and used directly in connection with the Subject Interests or the Easements or with the production, treatment, sale, or disposal of oil, gas or other hydrocarbons produced from or attributable to the Subject Interests (collectively, “Hydrocarbons”), byproducts or waste produced from or attributable to the foregoing, including all wellhead equipment, pumps, pumping units, flowlines, gathering and transportation systems, piping, tanks, buildings, meters, treatment facilities, disposal facilities, compression facilities, and other materials, supplies, equipment, facilities and machinery (collectively, “Personal Property”); (e) all xxxxx, to the extent not used or held in connection with the Excluded Assets, xxxxx which are owned by Seller and located on the lands covered by the Subject Interests or on lands with which the Subject Interests may have been pooled, communitized or unitized (whether producing, shut in or abandoned), including the xxxxx described in Exhibit BB (the “Xxxxx”); (f) to the extent assignable or transferable by Seller and to the extent not used (including transferable or held in connection assignable with the Excluded Assetsconsent of any applicable Person or Persons), all contracts, warranties, agreements and other arrangements, and all express and implied rights that directly relate to the Subject Interests, the Leases or the Easements, including communitization, unitization or pooling agreements, production sales contracts, farmout and farm-in agreements, subleases, joint venture or partnership agreements, gas balancing agreements, surface use agreements, operating agreements, service agreements, exploration agreements, transportation or gathering agreements, agreements for the sale and purchase of Hydrocarbons, the electricity contracts set forth on Schedule 2.02(f) attached hereto, but only to the extent expressly set forth on such schedule, processing and treating agreements and other similar contracts, agreements and other arrangements (the “Contracts”), provided that "“Contracts" ” shall not include the instruments constituting the Leases; and; (g) to the extent assignable or transferable by Seller and to the extent not used (including transferable or held in connection assignable with the Excluded Assetsconsent of any applicable Person or Persons), all books, records, files, muniments of title, reports and similar documents and materials, including lease records, well records, and division order records, well and land files, well logs, title records (including abstracts of title, title opinions and memoranda, and title curative documents directly related to the Assets), geological and geophysical data, interpretations and information, contracts and contract files, correspondence, and correspondence that directly relate to the foregoing interests in the possession of, and maintained by, or control of Seller (collectively, the “Records”), provided, however, that Seller may retain the copies of such Records as Seller has reasonably determined may be required for existing litigation, tax, accounting and auditing purposes; (h) all proceeds, income, royalties or revenues attributable to the Assets for any period on or after the Effective Time; and (i) all Hydrocarbons produced from or attributable to the Subject Interests with respect to all periods on or after the Effective Time, together with all proceeds from the sale of those Hydrocarbons.

Assets. Subject to Section 2.031.03, the term “Assets” shall mean the following (or in less and except the singular “Asset”Excluded Assets, as hereinafter defined): (a) means all of Seller's ’s right, title and interest in and to: (a) to the leasehold estates in and to the oil, gas and/or and mineral leases described in Exhibit A together with all amendments, supplements, renewals, extensions or ratifications thereof, insofar and only insofar as said leases cover the lands and depths described referred to in Exhibit A (collectively, the “Leases”), ) and all oil, gas and/or mineral leasehold interests, reversionary, back-in, net profits, carried, convertible, non-consent and any overriding royalty interestsinterests in and to the lands covered by the Leases, operating rights, record title assignments and other similar interests documents of title described or referred to in Exhibit A, all as more specifically described in Exhibit A, provided that all of the Leases foregoing are subject to the limitations described in Exhibit A, (as so limited, collectively, the “Subject Interests,” or, or singularly, a “Subject Interest”); (b) except all of Seller’s right, title and interest in and to the extent as may be limited by the Subject Interests or all rights incident to the extent used or held in connection with the Excluded Assets, all rights, privileges, benefits and powers conferred upon Seller as holder of the Subject Interests, with respect to (i) all rights of use and occupation of the surface of and the subsurface depths under the Subject Interestsincluding, and (ii) without limitation, all rights with respect to any pooled, communitized or unitized acreage by virtue of any Subject Interest being a part thereof, including all Hydrocarbon (as defined in Subsection (d) of this Section 1.02) production after the Effective Time attributable to the Subject Interests or any such pool or unit allocated to any such Subject Interest; (c) all of Seller’s right, title and interest in and to the extent assignable or transferable by Seller, all easements, rights-of-way, surface leases, servitudes, permits, licenses, franchises and other estates or similar rights and privileges directly related to and to the extent used necessary or useful in connection with the Subject InterestsInterests (the “Easements”), including those including, without limitation, the Easements described or referred to in Exhibit A-1 (the “Easements”)A; (d) to the extent assignable or transferable by Seller all of Seller’s (and its affiliates’) right, title and interest in and to the extent not used or held in connection with the Excluded Assets, all personal property, equipment, fixtures, inventory and improvements located on and or used directly in connection with the Subject Interests or and the Easements or with the production, treatment, sale, or disposal of oil, gas or other hydrocarbons produced from or attributable to the Subject Interests (collectively, “Hydrocarbons”), byproducts or waste produced from therefrom or attributable to the foregoingthereto, including including, without limitation, all wellhead equipment, pumps, pumping units, flowlines, gathering systems, piping, tanks, buildings, treatment facilities, disposal facilities, compression facilities, and other materials, supplies, equipment, facilities and machinery (collectively, “Personal Property”); (e) all xxxxx, to the extent not used or held in connection with the Excluded Assets, which are xxxxx located on the lands covered by the Subject Interests or on lands with which the Subject Interests may have been pooled, communitized or unitized (whether producing, shut in or abandoned, and whether for production, injection or disposal), including including, without limitation, the xxxxx described in Exhibit BB (the “Xxxxx”), wellhead equipment, pumps, pumping units, flowlines, gathering systems, piping, tanks, buildings, treatment facilities, injection facilities, disposal facilities, compression facilities, and other materials, supplies, equipment, facilities and machinery, including (i) the central or individual batteries, (ii) the remote tanks, (iii) the pump-off controllers, (iv) radios to transmit pump-off controller and tank information located on or about the Xxxxx and (v) cellular modems, accounts and associated phone numbers specifically installed for electronic alarms (the foregoing (i) through (v) as shown on Schedule 1.02(d)) (collectively, “Personal Property”); (fe) all of Seller’s (and its affiliates’) right, title and interest in and to the extent assignable or transferable by (provided that Seller and shall use commercially reasonable efforts to the extent not used or held in connection with the Excluded Assetsobtain consent to assignment to Buyer), all contracts, warranties, agreements and other arrangements, and all express and implied rights arrangements that directly relate to the Subject Interests, the Leases Leases, the Personal Property or the Easements, including communitizationinsofar only as applicable thereto, unitization or pooling agreementsincluding, without limitation, production sales contracts, farmout agreements, subleases, joint venture or partnership agreements, operating agreements, service agreements, exploration agreementswireless contracts and similar arrangements, transportation or gathering agreementsexcluding the Leases (collectively, agreements for the sale and purchase of Hydrocarbons, the electricity contracts set forth on Schedule 2.02(f) attached hereto, but only to the extent expressly set forth on such schedule, processing agreements and other similar contracts, agreements and other arrangements (the “Contracts”), provided that "Contracts" shall not include the instruments constituting the Leases; and; (gf) to the extent assignable or transferable by Seller all of Seller’s and to the extent not used or held in connection with the Excluded Assets, all its affiliates’ books, records, files, all of Seller’s right, title and interest in and to all books muniments of title, reports and similar documents and materials, including including, without limitation, lease records, well records, and division order records, well files, well logs, title records (including abstracts of title, title opinions and memoranda, and title curative documents directly related to the Assets), contracts and contract files, correspondence, and correspondence that directly relate relates to the foregoing interests in the possession of, and maintained by, Seller (or its affiliates) (collectively, the “Records”); (g) all of Seller’s (and its affiliates’) right, providedtitle and interest in and to all geological and geophysical data relating to the Subject Interests, however, other than such data which cannot be transferred without the consent of (provided that Seller may retain shall use commercially reasonable efforts to obtain such consent) or payment to any Third Party (unless paid by Buyer). For purposes of this Agreement, “Third Party” means any person or entity, governmental or otherwise, other than Seller or Buyer, and their respective affiliates; the copies of such Records as Seller has reasonably determined may be required for existing litigationterm includes, taxbut is not limited to, accounting working interest owners, royalty owners, lease operators, landowners, service contractors and auditing purposes.governmental agencies; and

Assets. Subject to Section 2.031.04, the term “Assets” (or in the singular “Asset”) means shall mean all of Seller's ’s right, title and interest in and to: (a) the oil, gas and/or and other mineral leases described on Exhibit A‑1, including without limitation, any and all overriding royalty interests, royalty interests, non-working or carried interests, operating rights, and other rights and interests in the oil, gas and other mineral leases described on Exhibit A together with all amendments, supplements, renewals, extensions or ratifications thereof, insofar and only insofar A‑1 (collectively referred to as said leases cover the lands and depths described in Exhibit A (collectively, the “Leases” or, singularly, as a “Lease”), together with the mineral lands covered thereby or pooled, communitized or unitized therewith (the “Lands”), and all oil, gas and/or mineral leasehold interestsgas, reversionaryassociated liquids, back-in, net profits, carried, convertible, non-consent and overriding royalty interests, operating rights, record title other hydrocarbons and other similar interests in lease substances (“Hydrocarbons”) that may be produced and saved from the Leases and from any lands pooled, communitized, or unitized therewith (collectivelythe Leases, the Lands, and the Hydrocarbons described above and the Xxxxx described below being collectively referred to as the “Subject Hydrocarbon Interests” or, singularly, a “Subject Interest”); (b) except to the extent as may be limited by the Subject Interests or to the extent used or held in connection with the Excluded Assets, all rights, privileges, benefits and powers conferred upon Seller as holder of the Subject Interests, with respect to (i) all rights of use and occupation of the surface of and the subsurface depths under the Subject Interests, and (ii) all rights with respect to any pooled, communitized or unitized acreage by virtue of any Subject Interest being a part thereof, including all Hydrocarbon production after the Effective Time attributable to the Subject Interests or any such pool or unit allocated to any such Subject Interest; (c) to the extent assignable or transferable by Seller, all easements, rights-of-way, servitudes, surface leases, servitudessurface use agreements, permitsgrazing leases, licenseswater disposal or handling agreements, franchises agreements pertaining to water xxxxx, and other estates rights or similar rights and privileges directly agreements related to the use of the surface and subsurface, in each case to the extent used or held for use in connection with the Subject ownership, use or operation of the Hydrocarbon Interests, including those recorded or unrecorded, all of which are described or referred to on Exhibit A‑2 (collectively, the “Surface Agreements”); (c) all of the fee surface interests (“Fee Surface Interests”) and fee mineral interests (“Fee Mineral Interests”) in the lands described on Exhibit A-1 A‑3 (the “EasementsFee Interests”); (d) to the extent assignable or transferable by Seller transferable, all permits, licenses, franchises, consents, approvals, and other similar rights and privileges, in each case to the extent not used or held for use in connection with the Excluded Assetsownership, use or operation of the Hydrocarbon Interests (collectively, the “Permits”); (e) all personal propertyxxxxx located on the Leases or the Lands or on lands pooled, communitized, or unitized therewith, whether producing or shut in, and whether for production, produced water injection or disposal, water supply xxxxx, monitoring, or otherwise, including those described on Exhibit B, together with all of Seller’s interests within the spacing, producing, federal exploratory, enhanced recovery, or governmentally prescribed unit attended to the xxxxx (collectively, the “Xxxxx”); and all equipment, machinery, fixtures, spare parts, inventory and improvements located on and other personal property (including Seller’s leasehold interests therein subject to any necessary consents to assignment) used directly or held for use in connection with the Subject operation of the Hydrocarbon Interests or the Easements or in connection with the production, treatment, compression, gathering, transportation, sale, or disposal of oilHydrocarbons and any water, gas by-products, or other hydrocarbons waste produced therewith or otherwise attributable thereto produced from or attributable to the Subject Interests (collectively, “Hydrocarbons”), byproducts or waste produced from or attributable to the foregoingHydrocarbon Interests, including all wellhead equipment, pumps, pumping units, flowlines, gathering systems, pipingpipe, tanks, buildingstreatment facilities, treatment injection facilities, disposal facilities, compression facilities, and other materials, supplies, equipment, facilities materials and machinery (collectively, “Personal Property”); (e) all xxxxx, to the extent not supplies used or held in connection with the Excluded AssetsHydrocarbon Interests (collectively, which are located on the lands covered by the Subject Interests or on lands with which the Subject Interests may have been pooled, communitized or unitized (whether producing, shut in or abandoned“Equipment”), including the xxxxx described in Exhibit B; (f) to the extent assignable or transferable by Seller and to the extent not used or held in connection with the Excluded Assetstransferable, (i) all contracts, warrantiesagreements, agreements and other arrangements, and all express and implied rights that directly relate to the Subject Interests, the Leases or the Easements, including communitization, unitization or pooling agreementsequipment leases, production sales and marketing contracts, farmout agreements, subleases, joint venture or partnership farm-out and farm-in agreements, operating agreements, service unit agreements, exploration gas marketing, gas gathering, processing and transportation agreements, transportation or gathering and (ii) equipment leases and rental contracts, and other contracts, agreements, agreements for the sale and purchase of Hydrocarbons, the electricity contracts set forth on Schedule 2.02(f) attached hereto, but only to the extent expressly set forth on such schedule, processing agreements and other similar contracts, agreements and other arrangements (the “Contracts”), provided that "Contracts" shall not include the instruments constituting the Leases; and (g) to the extent assignable or transferable by Seller and to the extent not used or held in connection with the Excluded Assets, all books, records, files, muniments of title, reports and similar documents and materials, including lease records, well records, and division order records, well files, well logs, title records (including abstracts of title, title opinions and memoranda, and title curative documents directly related relating to the Assets), including without limitation, the contracts and contract files, correspondence, that listed on Schedule 5.10 insofar as they directly relate to the foregoing interests Assets described in the possession of, and maintained by, Seller Section 1.02(a) through Section 1.02(e) (collectively, the “RecordsContracts”), provided, however, that the term “Contracts” shall not include the Leases, the Surface Agreements, or any master service contracts; (g) the Roosevelt, Utah office building, related lands and surface estates, and the furniture, fixtures, inventory and equipment therein (including computer equipment but not any software or any other information or data on such computers that are not among the records described in Section 1.02(j)) (collectively, the “Roosevelt Properties”); and (h) water rights, if any (the “Water Rights”), and water xxxxx, if any (the “Water Xxxxx”), owned or used by Seller may retain in connection with the items described in Section 1.02(a) through Section 1.02(g); (i) all of Seller’s right, title, and interest in and to any assets of the kind or character described in or relating to those Assets set forth in Section 1.02(a) through Section 1.02(h) that are located in Duchesne or Uintah Counties, Utah, whether or not such rights, titles, or interests are set forth in, improperly omitted from, or improperly described in this Section 1.02, or Exhibits X-0, X-0, X-0, or B, less and except the Owl and Hawk Ranch (which, for the avoidance of doubt, shall constitute an Excluded Asset as provided in Section 1.04(p)); and (j) all files, records, and data relating to the items described in Section 1.02(a) through Section 1.02(i) maintained by Seller including the following, if and to the extent that such files exist: all books, records, reports, manuals, files, title documents (including correspondence), records of production and maintenance, revenue, sales, expenses, warranties, lease files, land files, well files, division order files, abstracts, title opinions, assignments, reports, property records, contract files, operations files, copies of tax and accounting records (but excluding Income Tax Returns and tax and accounting records pertaining to Income Tax Returns) and files, maps, core data, hydrocarbon analysis, well logs, mud logs, field studies together with other files, contracts, and other records, all geologic maps, including any interpretations, analyses and reports related thereto, and all of Seller’s right, title, and interest in geophysical, seismic, and geological data that has been collected or obtained from the seismic surveys, gravity meter surveys, geological surveys and other similar data conducted under the project named “Aurora 3D” and covering lands in Township 6 South, Ranges 19 and 20 East, U.S.M., and Township 7 South, Ranges 19 and 20 East, U.S.M., all in Uintah County, Utah (such Records geophysical, seismic, and geological data, the “Aurora Seismic”), but excluding from the foregoing all seismic data licensed from any third party and those files, records, and data subject to written unaffiliated third-party contractual restrictions on disclosure or transfer for which no consent to disclose or transfer has been received, or to the extent such disclosure or transfer is subjected to payment of a fee or other consideration for which Buyer has not agreed in writing to pay the fee or other consideration, as Seller has reasonably determined may be required for existing litigationapplicable (subject to such exclusions, tax, accounting and auditing purposesthe “Records”).

Assets. Subject to Section 2.031.03, the term “Assets” shall mean the following (or in less and except the singular “Asset”Excluded Assets, as hereinafter defined): (a) means all of Seller's ’s right, title and interest in and to: (a) to the leasehold estates in and to the oil, gas and/or and mineral leases described in Exhibit A together with all amendments, supplements, renewals, extensions or ratifications thereof, insofar and only insofar as said leases cover the lands and depths described referred to in Exhibit A (collectively, the “Leases”), ) and all oil, gas and/or mineral leasehold interests, reversionary, back-in, net profits, carried, convertible, non-consent and any overriding royalty interestsinterests in and to the lands covered by the Leases, operating rights, record title assignments and other similar interests documents of title described or referred to in Exhibit A, all as more specifically described in Exhibit A, provided that all of the Leases foregoing are subject to the limitations described in Exhibit A, (as so limited, collectively, the “Subject Interests,” or, or singularly, a “Subject Interest”); (b) except all of Seller’s right, title and interest in and to the extent as may be limited by the Subject Interests or all rights incident to the extent used or held in connection with the Excluded Assets, all rights, privileges, benefits and powers conferred upon Seller as holder of the Subject Interests, with respect to (i) all rights of use and occupation of the surface of and the subsurface depths under the Subject Interestsincluding, and (ii) without limitation, all rights with respect to any pooled, communitized or unitized acreage by virtue of any Subject Interest being a part thereof, including all Hydrocarbon (as defined in Subsection (d) of this Section 1.02) production after the Effective Time attributable to the Subject Interests or any such pool or unit allocated to any such Subject Interest; (c) all of Seller’s right, title and interest in and to the extent assignable or transferable by Seller, all easements, rights-of-way, surface leases, servitudes, permits, licenses, franchises and other estates or similar rights and privileges (i) with respect to the Subject Interests identified on Exhibit A as “New Subject Interests” (the “New Subject Interests”), necessary or useful, and (ii) with respect to the Subject Interests other than the New Subject Interests, directly related to and to the extent or used solely, in each case, in connection with the Subject InterestsInterests (the “Easements”), including those including, without limitation, the Easements described or referred to in Exhibit A-1 (the “Easements”)A; (d) to the extent assignable or transferable by Seller all of Seller’s (and its affiliates’) right, title and interest in and to the extent not used or held in connection with the Excluded Assets, all personal property, equipment, fixtures, inventory and improvements located on and or used directly in connection with the Subject Interests or and the Easements or with the production, treatment, sale, or disposal of oil, gas or other hydrocarbons produced from or attributable to the Subject Interests (collectively, “Hydrocarbons”), byproducts or waste produced from therefrom or attributable to the foregoingthereto, including including, without limitation, all wellhead equipment, pumps, pumping units, flowlines, gathering systems, piping, tanks, buildings, treatment facilities, disposal facilities, compression facilities, and other materials, supplies, equipment, facilities and machinery (collectively, “Personal Property”); (e) all xxxxx, to the extent not used or held in connection with the Excluded Assets, which are wxxxx located on the lands covered by the Subject Interests or on lands with which the Subject Interests may have been pooled, communitized or unitized (whether producing, shut in or abandoned, and whether for production, injection or disposal), including including, without limitation, the xxxxx wxxxx described in Exhibit BB (the “Wxxxx”), wellhead equipment, pumps, pumping units, flowlines, gathering systems, piping, tanks, buildings, treatment facilities, injection facilities, disposal facilities, compression facilities, and other materials, supplies, equipment, facilities and machinery, including (i) the central or individual batteries, (ii) the remote tanks, (iii) the pump-off controllers, (iv) radios to transmit pump-off controller and tank information located on or about the Wxxxx and (v) cellular modems, accounts and associated phone numbers specifically installed for electronic alarms (the foregoing (i) through (v) as shown on Schedule 1.02(d)) (collectively, “Personal Property”); (fe) all of Seller’s (and its affiliates’) right, title and interest in and to the extent assignable or transferable by (provided that Seller and shall use commercially reasonable efforts to the extent not used or held in connection with the Excluded Assetsobtain consent to assignment to Buyer), all contracts, warranties, agreements and other arrangements, and all express and implied rights arrangements that directly relate to the Subject Interests, the Leases Leases, the Personal Property or the Easements, including communitizationinsofar only as applicable thereto, unitization or pooling agreementsincluding, without limitation, production sales contracts, farmout agreements, subleases, joint venture or partnership agreements, operating agreements, service agreements, exploration agreementswireless contracts and similar arrangements, transportation or gathering agreementsexcluding the Leases (collectively, agreements for the sale and purchase of Hydrocarbons, the electricity contracts set forth on Schedule 2.02(f) attached hereto, but only to the extent expressly set forth on such schedule, processing agreements and other similar contracts, agreements and other arrangements (the “Contracts”), provided that "Contracts" shall not include the instruments constituting the Leases; and; (gf) to the extent assignable or transferable by Seller all of Seller’s and to the extent not used or held in connection with the Excluded Assets, all its affiliates’ books, records, files, all of Seller’s right, title and interest in and to all books muniments of title, reports and similar documents and materials, including including, without limitation, lease records, well records, and division order records, well files, well logs, title records (including abstracts of title, title opinions and memoranda, and title curative documents directly related to the Assets), contracts and contract files, correspondence, and correspondence that directly relate relates to the foregoing interests in the possession of, and maintained by, Seller (or its affiliates) (collectively, the “Records”); (g) all of Seller’s (and its affiliates’) right, providedtitle and interest in and to all geological and geophysical data relating to the Subject Interests, however, other than such data which cannot be transferred without the consent of (provided that Seller may retain shall use commercially reasonable efforts to obtain such consent) or payment to any Third Party (unless paid by Buyer). For purposes of this Agreement, “Third Party” means any person or entity, governmental or otherwise, other than Seller or Buyer, and their respective affiliates; the copies of such Records as Seller has reasonably determined may be required for existing litigationterm includes, taxbut is not limited to, accounting working interest owners, royalty owners, lease operators, landowners, service contractors and auditing purposes.governmental agencies; and

Assets. Subject to Section 2.031.03, the term “Assets” (or in the singular “Asset”) means shall mean all of Seller's ’s right, title and interest in and to: (a) the leasehold estates in and to the oil, gas and/or and mineral leases described or referred to in Exhibit A together with all amendments(the “Leases”), supplements, renewals, extensions or ratifications thereof, insofar and only insofar as said leases cover the lands covered by the Leases, and depths any fee interests, fee mineral interests, royalties, net profits interests and overriding royalty interests in and to the lands covered by the Leases, assignments and other documents of title described or referred to in Exhibit A, all as more specifically described in Exhibit A (collectively, the “Leases”), and all oil, gas and/or mineral leasehold interests, reversionary, back-in, net profits, carried, convertible, non-consent and overriding royalty interests, operating rights, record title and other similar interests in the Leases (collectively, the “Subject Interests,” or, or singularly, a “Subject Interest”); (b) except all rights incident to the extent as may be limited by the Subject Interests or to the extent used or held in connection with the Excluded Assets, all rights, privileges, benefits and powers conferred upon Seller as holder of the Subject Interests, with respect to including, without limitation, (i) all rights of with respect to the use and occupation of the surface of and the subsurface depths under the Subject Interests, and ; (ii) all rights with respect to any pooled, communitized or unitized acreage by virtue of any Subject Interest being a part thereof, including all Hydrocarbon (as defined in Subsection (d) of this Section 1.02) production after the Effective Time (as defined in Section 2.02) attributable to the Subject Interests or any such pool or unit allocated to any such Subject Interest; (c) to the extent assignable or transferable by Sellertransferable, all easements, rights-of-way, surface leases, servitudes, permits, licenses, franchises and other estates or similar rights and privileges directly related to and to the extent or used in connection with the Subject InterestsInterests (the “Easements”), including those including, without limitation, the Easements described or referred to in Exhibit A-1 (the “Easements”)A; (d) to the extent assignable or transferable by Seller and to the extent not used or held in connection with the Excluded Assetstransferable, all personal property, equipment, fixtures, inventory and improvements located on and or used directly in connection with the Subject Interests or and the Easements or with the production, treatment, sale, sale or disposal of oil, gas or other hydrocarbons produced from or attributable to the Subject Interests (collectively, “Hydrocarbons”), byproducts or waste produced from or attributable to the foregoingincluding, including without limitation, all wellhead equipment, pumps, pumping units, flowlines, gathering systems, piping, tanks, buildings, treatment facilities, disposal facilities, compression facilities, xxxxx and other materials, supplies, equipment, facilities and machinery (collectively, “Personal Property”); (e) all xxxxx, to the extent not used or held in connection with the Excluded Assets, which are well locations located on the lands covered by the Subject Interests or on lands with which the Subject Interests may have been pooled, communitized or unitized (whether producing, shut in or abandoned, and whether for production, injection or disposal), including including, without limitation, the xxxxx described in Exhibit B, wellhead equipment, pumps, pumping units, flowlines, pipelines, gathering systems, piping, tanks, buildings, treatment facilities, injection facilities, disposal facilities, compression facilities and other materials, supplies, equipment, facilities and machinery (collectively, “Personal Property”); (fe) to the extent assignable or transferable by Seller and to the extent not used or held in connection with the Excluded Assetstransferable, all contracts, warranties, agreements and other arrangements, arrangements (excluding the Leases and all express and implied rights the Easements) that directly relate to the Subject Interests, the Leases or the Easements, including communitizationincluding, unitization or pooling agreementswithout limitation, production sales contracts, farmout agreements, subleases, joint venture or partnership agreements, operating agreements, service agreements, exploration agreements, transportation or gathering agreements, agreements for the sale and purchase of Hydrocarbons, the electricity contracts set forth on Schedule 2.02(f) attached hereto, but only to the extent expressly set forth on such schedule, processing agreements and other similar contracts, agreements and other arrangements (collectively, the “Contracts”,” including, without limitation, the Contracts described in Schedule 1.02(e), provided that "Contracts" shall not include the instruments constituting the Leases; and); (gf) to the extent assignable or transferable by Seller and to the extent not used or held in connection with the Excluded Assets, all books, records, files, muniments of title, reports and similar documents and materials, including including, without limitation, lease records, well records, records and division order records, well files, well logs, title records (including abstracts of title, title opinions and memoranda, and title curative documents directly related to the Assets), contracts and contract files, files and correspondence, in each case that directly relate to the foregoing interests interests, in the possession of, and maintained by, Seller (collectively, the “Records”); (g) all geological and geophysical data relating to the Subject Interests, provided, however, other than such data which cannot be transferred without the consent of (provided that Seller may retain the copies shall use commercially reasonable efforts to obtain such consent) or payment to any Third Party (unless paid by Buyer). For purposes of such Records as Seller has reasonably determined may be required for existing litigationthis Agreement, tax(i) “Person” means any individual, accounting and auditing purposes.firm, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization, Governmental Authority or

Assets. Subject to Section 2.031.03, the term “Assets” (or in the singular “Asset”) means shall mean all of Seller's ’s right, title and interest in and to: (a) the oil, gas and/or and other mineral leases described in on Exhibit A together with all amendmentsA-1 (collectively referred to as the “Leases” or, supplementssingularly, renewalsas a “Lease”) and any overriding royalty interests, extensions royalty interests, fee mineral interests, non-working or ratifications thereofcarried interests, insofar operating rights, and only insofar as said leases cover the lands other rights and depths interests described in Exhibit A A-1, together with the lands covered thereby or pooled, communitized or unitized therewith (collectively, the “LeasesLands”), and all oil, gas and/or mineral leasehold interestsgas, reversionaryassociated liquids, back-in, net profits, carried, convertible, non-consent and overriding royalty interests, operating rights, record title other hydrocarbons and other similar interests in lease substances (“Hydrocarbons”) that may be produced and saved from the Leases and from any lands pooled, communitized, or unitized therewith (collectivelythe Leases, the Lands, and the Hydrocarbons described above being collectively referred to as the “Subject Interests” or, singularly, a an “Subject Interest”); (b) except all easements, rights-of-way, servitudes, surface leases, surface use agreements, water disposal or handling agreements, agreements pertaining to water xxxxx, and other rights or agreements related to the extent as may be limited by use of the Subject Interests or surface and subsurface, in each case to the extent used or held in connection with the Excluded Assets, all rights, privileges, benefits and powers conferred upon Seller as holder operation of the Subject Interests, with respect to (i) all rights of use and occupation of the surface of and the subsurface depths under the Subject Interests, and (ii) all rights with respect to any pooled, communitized recorded or unitized acreage by virtue of any Subject Interest being a part thereofunrecorded, including all Hydrocarbon production after those described on Exhibit A-2 (collectively, the Effective Time attributable to the Subject Interests or any such pool or unit allocated to any such Subject Interest“Surface Agreements”); (c) to the extent assignable or transferable by Sellertransferable, all easements, rights-of-way, surface leases, servitudes, permits, licenses, franchises franchises, consents, approvals, and other estates or similar rights and privileges directly related to and privileges, in each case to the extent used in connection with the Subject Interestsoperation of the Interests (collectively, including those described or referred to in Exhibit A-1 (the “EasementsPermits”); (d) those water rights described on Schedule 1.02(d) (collectively, the “Water Rights”); (e) all equipment, machinery, fixtures, spare parts, inventory, and other personal property (including Seller’s leasehold interests therein subject to the extent assignable or transferable by Seller and any necessary consents to the extent not assignment) used or held in connection with the Excluded Assets, all personal property, equipment, fixtures, inventory and improvements located on and used directly operation of the Interests or in connection with the Subject Interests or the Easements or with the production, treatment, compression, gathering, transportation, sale, or disposal of oilHydrocarbons and any water, gas by-products, or other hydrocarbons waste produced therewith or otherwise attributable thereto produced from or attributable to the Subject Interests Interests; all xxxxx located on the Leases or the Lands or on lands pooled, communitized, or unitized therewith, whether producing, shut in, or abandoned, and whether for production, produced water injection or disposal, monitoring, or otherwise, and including those xxxxx described in Exhibit B, together with all of Seller’s interests within the spacing, producing, proration, federal exploratory, enhanced recovery, or governmentally prescribed unit attended to the Xxxxx (collectively, the “HydrocarbonsXxxxx”), byproducts or waste produced from or attributable to and the foregoing, including all wellhead equipment, telemetry and SCADA equipment (excluding the server associated with the SCADA equipment), pumps, pumping units, flowlines, gathering systems, pipingpipe, tanks, buildingstreatment facilities, treatment injection facilities, disposal facilities, compression facilities, and other materials, supplies, equipment, facilities materials and machinery (collectively, “Personal Property”); (e) all xxxxx, to the extent not supplies used or held in connection with the Excluded AssetsInterests (collectively, which the “Equipment”). For the avoidance of doubt, the Assets do not include title to or ownership of the assets that are located on leased by Seller pursuant to the lands covered by Sale-Leaseback Agreement, but include the Subject Interests or on lands with which the Subject Interests may have been pooled, communitized or unitized (whether producing, shut in or abandoned), including the xxxxx described in Exhibit BSale-Leaseback Agreement itself; (f) to the extent assignable or transferable by Seller transferable, (i) all agreements described in Section 1.02(b), and to the extent not used or held in connection with the Excluded Assets, all contracts, warrantiesagreements, agreements and other arrangementsdrilling contracts, and all express and implied rights that directly relate to the Subject Interests, the Leases or the Easements, including communitization, unitization or pooling agreementsequipment leases, production sales and marketing contracts, farmout agreements, subleases, joint venture or partnership farm-out and farm-in agreements, operating agreements, service unit agreements, exploration gas marketing, gas gathering, processing and transportation (intrastate and interstate) agreements, transportation or gathering and (ii) equipment leases and rental contracts (including truck lease agreements covering only those trucks used as of the Closing Date by New Employees), and other contracts, agreements, agreements for the sale and purchase of Hydrocarbons, the electricity contracts set forth on Schedule 2.02(f) attached hereto, but only to the extent expressly set forth on such schedule, processing agreements and other similar contracts, agreements and other arrangements (the “Contracts”), provided that "Contracts" shall not include the instruments constituting the Leases; and (g) to the extent assignable or transferable by Seller and to the extent not used or held in connection with the Excluded Assets, all books, records, files, muniments of title, reports and similar documents and materials, including lease records, well records, and division order records, well files, well logs, title records (including abstracts of title, title opinions and memoranda, and title curative documents directly related relating to the Assets), including the contracts and contract files, correspondence, that listed on Schedule 5.10 insofar as they relate directly relate to the foregoing interests Assets described in the possession of, and maintained by, Seller Section 1.02(a) through Section 1.02(e) (collectively, the “RecordsContracts”), provided, however, that the term “Contracts” shall not include the Leases and the Surface Agreements; (g) the fee surface interests and related grazing rights described on Schedule 1.02(g) (the “Fee Surface Interests”); (h) all files, records, and data relating to the items described in Section 1.02(a) through Section 1.02(g) maintained by Seller may retain including the following, if and to the extent that such files exist: all books, records, reports, manuals, files, title documents (including correspondence), records of production and maintenance, revenue, sales, expenses, warranties, lease files, land files, well files, division order files, abstracts, title opinions, assignments, reports, property records, contract files, operations files, copies of tax and accounting records (but excluding Federal and state income tax returns and records) and files, maps, core data, hydrocarbon analysis, well logs, mud logs, field studies together with other files, contracts, and other records and data including all geologic maps, including any interpretations, analyses and reports related thereto, but excluding from the foregoing those files, records, and data subject to written unaffiliated third-party contractual restrictions on disclosure or transfer for which no consent to disclose or transfer has been received, or to the extent such Records disclosure or transfer is subjected to payment of a fee or other consideration for which Buyer has not agreed in writing to pay the fee or other consideration, as applicable (subject to such exclusions, the “Records”). To the extent that any of the foregoing records contain interpretations of Seller, Buyer agrees to rely on such interpretations at its sole risk and without any duty on the part of Seller has reasonably determined may be required for existing litigationregarding such interpretations; and (i) all Production Imbalances, taxincluding those set forth on Schedule 1.02(i), accounting and auditing purposesas of the Effective Time.

Assets. Subject to Section 2.031.03, the term “Assets” (or in the singular “Asset”) means shall mean all of Seller's ’s right, title and interest in and to: (a) the leasehold estates in and to the oil, gas and/or and mineral leases described or referred to in Exhibit A together with all amendments(the “Leases”), supplements, renewals, extensions or ratifications thereof, insofar and only insofar as said leases cover the lands covered by the Leases, and depths any fee interests, fee mineral interests, royalties, net profits interests and overriding royalty interests in and to the lands covered by the Leases, assignments and other documents of title described or referred to in Exhibit A, all as more specifically described in Exhibit A (collectively, the “Leases”), and all oil, gas and/or mineral leasehold interests, reversionary, back-in, net profits, carried, convertible, non-consent and overriding royalty interests, operating rights, record title and other similar interests in the Leases (collectively, the “Subject Interests,” or, or singularly, a “Subject Interest”); (b) except all rights incident to the extent as may be limited by the Subject Interests or to the extent used or held in connection with the Excluded Assets, all rights, privileges, benefits and powers conferred upon Seller as holder of the Subject Interests, with respect to including, without limitation, (i) all rights of with respect to the use and occupation of the surface of and the subsurface depths under the Subject Interests, and ; (ii) all rights with respect to any pooled, communitized or unitized acreage by virtue of any Subject Interest being a part thereof, including all Hydrocarbon (as defined in Subsection (d) of this Section 1.02) production after the Effective Time (as defined in Section 2.02) attributable to the Subject Interests or any such pool or unit allocated to any such Subject Interest; (c) to the extent assignable or transferable by Sellertransferable, all easements, rights-of-way, surface leases, servitudes, permits, licenses, franchises and other estates or similar rights and privileges directly related to and to the extent or used in connection with the Subject InterestsInterests (the “Easements”), including those including, without limitation, the Easements described or referred to in Exhibit A-1 (the “Easements”)A; (d) to the extent assignable or transferable by Seller and to the extent not used or held in connection with the Excluded Assetstransferable, all personal property, equipment, fixtures, inventory and improvements located on and or used directly in connection with the Subject Interests or and the Easements or with the production, treatment, sale, sale or disposal of oil, gas or other hydrocarbons produced from or attributable to the Subject Interests (collectively, “Hydrocarbons”), byproducts or waste produced from or attributable to the foregoingincluding, including without limitation, all wellhead equipment, pumps, pumping units, flowlines, gathering systems, piping, tanks, buildings, treatment facilities, disposal facilities, compression facilities, xxxxx and other materials, supplies, equipment, facilities and machinery (collectively, “Personal Property”); (e) all xxxxx, to the extent not used or held in connection with the Excluded Assets, which are well locations located on the lands covered by the Subject Interests or on lands with which the Subject Interests may have been pooled, communitized or unitized (whether producing, shut in or abandoned, and whether for production, injection or disposal), including including, without limitation, the xxxxx described in Exhibit B, wellhead equipment, pumps, pumping units, flowlines, pipelines, gathering systems, piping, tanks, buildings, treatment facilities, injection facilities, disposal facilities, compression facilities and other materials, supplies, equipment, facilities and machinery (collectively, “Personal Property”); (fe) to the extent assignable or transferable by Seller and to the extent not used or held in connection with the Excluded Assetstransferable, all contracts, warranties, agreements and other arrangements, arrangements (excluding the Leases and all express and implied rights the Easements) that directly relate to the Subject Interests, the Leases or the Easements, including communitizationincluding, unitization or pooling agreementswithout limitation, production sales contracts, farmout agreements, subleases, joint venture or partnership agreements, operating agreements, service agreements, exploration agreements, transportation or gathering agreements, agreements for the sale and purchase of Hydrocarbons, the electricity contracts set forth on Schedule 2.02(f) attached hereto, but only to the extent expressly set forth on such schedule, processing agreements and other similar contracts, agreements and other arrangements (collectively, the “Contracts”,” including, without limitation, the Contracts described in Schedule 1.02(e), provided that "Contracts" shall not include the instruments constituting the Leases; and); (gf) to the extent assignable or transferable by Seller and to the extent not used or held in connection with the Excluded Assets, all books, records, files, muniments of title, reports and similar documents and materials, including including, without limitation, lease records, well records, records and division order records, well files, well logs, title records (including abstracts of title, title opinions and memoranda, and title curative documents directly related to the Assets), contracts and contract files, files and correspondence, in each case that directly relate to the foregoing interests interests, in the possession of, and maintained by, Seller (collectively, the “Records”); (g) all geological and geophysical data relating to the Subject Interests, provided, however, other than such data which cannot be transferred without the consent of (provided that Seller may retain shall use commercially reasonable efforts to obtain such consent) or payment to any Third Party (unless paid by Buyer). For purposes of this Agreement, (i) “Person” means any individual, firm, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization, Governmental Authority or any other entity; and (ii) “Third Party” means any Person or entity, governmental or otherwise, other than Seller or Buyer, and their respective affiliates; the copies of such Records as Seller has reasonably determined may be required for existing litigationterm includes, taxbut is not limited to, accounting working interest owners, royalty owners, lease operators, landowners, service contractors and auditing purposes.governmental agencies; and

Assets. Subject to Section 2.03, the term “Assets” (or in shall mean, less and except the singular “Asset”) means Excluded Assets, all of Seller's ’s right, title and interest in and toto the following: (ai) the oil, interest of the lessee under the oil and gas and/or mineral leases more particularly described in Exhibit A together with all amendments– Part 1 (Seller’s interests in such leases, supplements, renewals, extensions or ratifications thereof, insofar and only insofar as said leases cover the lands and depths described in Exhibit A (collectively, the “Leases”), and all oil, gas and/or (ii) the mineral leasehold fee interests, reversionaryroyalty interests, back-in, net profits, carried, convertible, non-consent and overriding royalty interests, operating rightsproduction payments, record title net profits interests, carried interests and other similar reversionary interests described in Exhibit A – Part 1 and/or relating to the lands described in any instrument described in Exhibit A – Part 1 (Seller’s interests in the Leases (collectivelyforegoing, the “Subject Mineral Interests” or”) and (iii) the interests in any units arising on account of the Leases or Mineral Interests having been pooled or unitized into such units (Seller’s interests in such units, singularly, a the “Subject InterestUnit Interests”); (b) except to the extent as may be limited by the Subject Interests all existing oil and gas xxxxx on or to the extent used or held in connection with the Excluded Assets, all rights, privileges, benefits and powers conferred upon Seller as holder of the Subject Interests, with respect to (i) all rights of use and occupation of the surface of and the subsurface depths under the Subject Interests, and (ii) all rights with respect to any pooled, communitized or unitized acreage by virtue of any Subject Interest being a part thereof, including all Hydrocarbon production after the Effective Time attributable to the Subject Leases, Mineral Interests or any Unit Interests (Seller’s interests in such pool or unit allocated xxxxx, including the xxxxx set forth on Exhibit A – Part 2, being collectively referred to any such Subject Interestas the “Xxxxx”) (the Leases, the Mineral Interests, the Unit Interests and the Xxxxx being collectively referred to as the “Properties”); (c) all production facilities, structures, tubular goods, well equipment (including SCADA or other equipment allowing or facilities remote monitoring of the Xxxxx), lease equipment, production equipment, pipelines, inventory and all other personal property, fixtures and facilities to the extent assignable appurtenant to, located on, or transferable by Seller, all easements, rights-of-way, surface leases, servitudes, permits, licenses, franchises and other estates or similar rights and privileges directly related to and to the extent used primarily in connection with with, the Subject InterestsProperties including the equipment and rolling stock set forth on Exhibit A – Part 1(collectively, including those described or referred to in Exhibit A-1 (the “EasementsFacilities”); (d) to the extent assignable or transferable by Seller transferable, all permits, licenses, servitudes, easements, rights-of-way, surface fee tracts and other surface use agreements to the extent not used or held for use in connection with the Excluded Assets, all personal property, equipment, fixtures, inventory and improvements located on and used directly in connection with ownership or operation of the Subject Interests Properties or the Easements or with Facilities, including those described in Exhibit A – Part 1; (e) the production, treatment, sale, or disposal of oil, gas or other hydrocarbons Hydrocarbons produced from or attributable to the Subject Interests (collectively, “Hydrocarbons”), byproducts or waste produced Properties from or attributable to and after the foregoing, including all wellhead equipment, pumps, pumping units, flowlines, gathering systems, piping, tanks, buildings, treatment facilities, disposal facilities, compression facilities, and other materials, supplies, equipment, facilities and machinery (collectively, “Personal Property”); (e) all xxxxx, to the extent not used or held in connection with the Excluded Assets, which are located on the lands covered by the Subject Interests or on lands with which the Subject Interests may have been pooled, communitized or unitized (whether producing, shut in or abandoned), including the xxxxx described in Exhibit BEffective Time; (f) to the extent assignable or transferable by Seller transferable, all contracts and agreements to the extent not used or held in connection with related to the Excluded Assets, all contractsincluding the contracts and agreements listed in Exhibit A – Part 3 (collectively, warranties, agreements and other arrangements, and all express and implied rights that directly relate to the Subject Interests, the Leases or the Easements, including communitization, unitization or pooling agreements, production sales contracts, farmout agreements, subleases, joint venture or partnership agreements, operating agreements, service agreements, exploration agreements, transportation or gathering agreements, agreements for the sale and purchase of Hydrocarbons, the electricity contracts set forth on Schedule 2.02(f) attached hereto, but only to the extent expressly set forth on such schedule, processing agreements and other similar contracts, agreements and other arrangements (the “Contracts”), provided that "Contracts" shall not include the instruments constituting the Leases; and; (g) all Imbalances relating to the extent assignable or transferable by Seller and to the extent not used or held in connection with the Excluded Assets, Properties; (h) all books, records, files (including Lease files, Well files, division order files, accounting files and gas sales, gathering and processing files), muniments of title, title opinions, reports and similar documents and materialsmaterials held and used solely in connection with the Properties, including lease recordsthe Facilities and/or the Contracts (and copies of such items used in connection with the Properties, well recordsthe Facilities and/or the Contracts, and division order recordsbut not solely in connection with the Properties, well filesthe Facilities and/or the Contracts), well logs, title records (including abstracts but excluding any of title, title opinions and memoranda, and title curative documents directly related the foregoing to the Assets)extent that (i) transfer is restricted by third-party agreement or applicable Law and (ii) Seller is unable to obtain, contracts and contract filesusing commercially reasonable efforts, correspondence, that directly relate to the foregoing interests in the possession a waiver of, and maintained byor otherwise satisfy, such transfer restriction (provided that Seller shall not be required to, but shall offer Buyer the opportunity to, provide consideration or undertake obligations to or for the benefit of the holders of such rights in order to obtain any necessary consent or waiver of such transfer restriction) (subject to such exclusion, collectively, the “RecordsFiles”); all other books, providedrecords, howeverfiles and documents, that Seller may retain including electronic data and information some of which is stored on the Hartville servers (including, without limitation, any and all geological and geophysical information regarding the Seller’s assets and operations in Pennsylvania, including information regarding its Marcellus Shale leases and prospects) of the Company kept at or stored by personnel in the Company’s Hartville, Ohio, Ravenna or Waynesburg offices shall be the “Retained Files”); (i) all Well logs, gravitational data and geological, 2D and/or 3D seismic and other geophysical data, information maps, interpretations and schematics attributable to the Properties (and copies of such Records as items if attributable to the Properties but not solely attributable to the Properties), to the extent that Seller has reasonably determined may the right to transfer same to Buyer without the payment of any fee, penalty or other consideration unless Buyer agrees to pay any such fee, penalty or other consideration for such transfer but excluding any of the foregoing to the extent that (i) transfer is restricted by third party agreement or applicable Law and (ii) Seller is unable to obtain, using commercially reasonable efforts, a waiver of, or otherwise satisfy, such transfer restriction (provided that Seller shall not be required to, but shall offer Buyer the opportunity to, provide consideration or undertake obligations to or for existing litigationthe benefit of the holders of such rights in order to obtain any necessary consent or waiver of such transfer restriction); and, (j) The building and land described as located at 000 Xxxxx Xxxxx 00, taxXxxxxxxxx, accounting Xxxx 00000 (commonly referred to as the Hartville, Ohio office, the building and auditing purposesland at 0000 Xxxxx Xxxxx 00, Xxxxxxx, Xxxx 00000 (commonly referred to as the Ravenna office) and the building and land at 0000 Xxxxxxx Xxxx, S.E., Waynesburg, Ohio 44688 (commonly referred to as the Waynesburg office and the furniture, fixtures, office equipment, two way radio systems and the license(s) thereto except any and all files and documents concerning the Company and transactions engaged in or entered into by the Company (the “Buildings”); The Parties recognize that the intent of this Agreement is for Seller to convey to Buyer all of Seller’s right, title and interest in all of the oil and gas xxxxx owned by Seller in the States of Ohio and Michigan and certain oil and gas assets in Pennsylvania together with all of Seller’s rights in the properties associated with such oil and gas xxxxx and the Parties agree that all such properties are included within the definition of Assets, as such term is used in this Agreement, save and except the oil and gas leases owned by the Company in (i) Belmont and Jefferson Counties, Ohio on which there are no producing xxxxx and (ii) Columbiana County, Ohio (the “Retained Leases”) provided that Buyer shall receive a well bore assignment of the currently producing Xxxxx on the Retained Leases in Columbiana County, Ohio limited to the currently producing reservoir.

Assets. Subject to Section 2.031.03 and limitations set forth in Exhibits A and B described below, the term “Assets” (or shall mean the working interests and net revenue interests set forth in Exhibit B in the singular “Asset”) means all of Seller's rightoil and gas leases set forth in Exhibit A and the working interest set forth in Exhibit B in the rights, title personal property, appurtenances and interest in fixtures associated with the oil and togas leases as set forth below: (a) the leasehold estates in and to the oil, gas and/or and mineral leases described or referred to in Exhibit A together with (the “Leases”), assignments and other documents of title described or referred to in Exhibit A, all amendments, supplements, renewals, extensions or ratifications thereof, insofar and only insofar as said leases cover the lands and depths more specifically described in Exhibit A (collectively, the “Leases”), and all oil, gas and/or mineral leasehold interests, reversionary, back-in, net profits, carried, convertible, non-consent and overriding royalty interests, operating rights, record title and other similar interests in the Leases (collectively, the “Subject Interests,” or, or singularly, a “Subject Interest”)) with Seller warranting that Purchaser is receiving the working interests and net revenue interests set forth in Exhibit B; (b) except all rights incident to the extent as may be limited by the Subject Interests or to the extent used or held in connection with the Excluded Assets, all rights, privileges, benefits and powers conferred upon Seller as holder of the Subject Interests, with respect to including, without limitation, (i) all rights of with respect to the use and occupation of the surface of and the subsurface depths under the Subject Interests, and ; (ii) all rights with respect to any pooled, communitized or unitized acreage by virtue of any Subject Interest being a part thereof, including all Hydrocarbon Hydrocarbons (as defined in Subsection (d) of this Section 1.02) production after the Effective Time (as defined in Section 2.03) attributable to the Subject Interests or any such pool or unit allocated to any such Subject Interest; (c) to the extent assignable or transferable by Sellertransferable, all easements, rights-of-way, surface leases, servitudes, permits, licenses, franchises and other estates or similar rights and privileges directly related to and to the extent or used solely in connection with the Subject InterestsInterests which are set forth in Schedule 1.02(c) (the “Easements”), including those including, without limitation, the Easements described or referred to in Exhibit A-1 (the “Easements”)A; (d) to the extent assignable or transferable by Seller and to the extent not used or held in connection with the Excluded Assetstransferable, all personal property, equipment, fixtures, inventory and improvements located on and or used directly in connection with the Subject Interests or and the Easements or with the production, treatment, sale, or disposal of oil, gas or other hydrocarbons produced from or attributable to the Subject Interests (collectively, “Hydrocarbons”), byproducts or waste produced from therefrom or attributable to the foregoingthereto, including including, without limitation, all wellhead equipment, pumps, pumping units, flowlines, gathering systems, piping, tanks, buildings, treatment facilities, disposal facilities, compression facilities, and other materials, supplies, equipment, facilities and machinery (collectively, “Personal Property”); (e) all xxxxx, to the extent not used or held in connection with the Excluded Assets, which are wxxxx located on the lands covered by the Subject Interests or on lands with which the Subject Interests may have been pooled, communitized or unitized (whether producing, shut in or abandoned, and whether for production, injection or disposal), including including, without limitation, the xxxxx wxxxx described in Exhibit B, wellhead equipment, pumps, pumping units, flowlines, gathering systems, piping, tanks, buildings, treatment facilities, injection facilities, disposal facilities, compression facilities, and other materials, supplies, equipment, facilities and machinery which are set forth in Schedule 1.02(d) (collectively, “Personal Property”); (fe) to the extent assignable or transferable by Seller and to the extent not used or held in connection with the Excluded Assetstransferable, all contracts, warranties, agreements and other arrangements, and all express and implied rights arrangements that directly relate to the Subject Interests, the Leases or the Easements, including communitizationincluding, unitization or pooling agreementswithout limitation, production sales contracts, farmout agreements, subleases, joint venture or partnership agreements, operating agreements, service agreements, exploration agreements, transportation or gathering agreements, agreements for the sale and purchase of Hydrocarbons, the electricity contracts similar arrangements which are set forth on in Schedule 2.02(f1.02(e) attached hereto(collectively, but only to the extent expressly set forth on such schedule, processing agreements and other similar contracts, agreements and other arrangements (the “Contracts”), provided that "Contracts" shall not include the instruments constituting the Leases; and; (gf) to the extent assignable or transferable by Seller and to the extent not used or held in connection with the Excluded Assetstransferable, copies of all books, records, files, muniments of title, reports and similar documents and materials, including including, without limitation, lease records, well records, and division order records, well files, well logs, title records (including abstracts of title, title opinions and memoranda, and title curative documents directly related to the Assets), contracts and contract files, correspondence, that directly relate to the foregoing interests in the possession of, and maintained by, Seller (collectively, the “Records”); and (g) All seismic data relating to the Leases (the Seismic Data), providedmore specifically known as the Txxxxx Bayou 3D dataset plus all 2D seismic lines (including all raw, howeverprocessed and interpreted data and reports) and to the extent transferable, that licenses to Seller’s complete data library pertaining to the Assets including but not limited to geologic, geophysical, geochemical, engineering, financial, prior drilling and production histories, legal and cultural information, reports, studies and data accumulated by Seller may retain in the copies acquisition and development of such Records as Seller has reasonably determined may be required for existing litigation, tax, accounting the Assets. (h) All other assets used or useful in the forgoing and auditing purposesowned or utilized by the Seller.

Assets. Subject to Section 2.03, For purposes of this Agreement the term “Assets” (or in the singular “Asset”) means (i) all of Seller's the Company’s right, title title, claim and interest in and toto the following and (ii) all of RNR’s right, title, claim and interest in and to the following to the extent the following are related to the Subject Interests or the Business, it being acknowledged that RNR holds no title to the Subject Interests: (a) the oil, gas and/or mineral Hydrocarbon leases described in Exhibit A together with all amendmentsA-1, supplements, renewals, extensions or ratifications thereof, insofar and only insofar as said leases cover the lands and depths described in Exhibit A A-1, and any other Hydrocarbon lease on which any of the Xxxxx described in Exhibit B are located or that are pooled or unitized with any of the Hydrocarbon leases described in Exhibit A-1 or any Xxxxx described in Exhibit B (collectively, the “Leases”), and all oil, gas and/or mineral leasehold interests, reversionarytenements, back-inhereditaments, net profitsand appurtenances belonging to or derived from the Leases, carriedincluding all leasehold estates, convertibleroyalty interests, non-consent and overriding royalty interests, operating rightsnet revenue interests, record title executory interests, net profit interests, working interests, reversionary interests, mineral interests, production payments and other similar interests in the Leases Leases, subject to any depth restrictions described on Exhibit A-1 (collectively, the “Subject Interests” or, singularly, a “Subject Interest”); (b) the fee mineral interests described in Exhibit A-2 (collectively, “Mineral Interests”); (c) except to the extent as may be limited by the Subject Interests or to the extent used or held in connection with the Excluded AssetsInterests, all rights, privileges, benefits and powers conferred upon Seller the Company as holder of the Subject Interests, with respect to (i) all rights of use and occupation of the surface of and the subsurface depths under the Subject Interests, ; and (ii) all rights with respect to any pooled, communitized or unitized acreage by virtue of any Subject Interest being a part thereof, including all Hydrocarbon production after the Effective Time attributable to the Subject Interests or any such pool or unit allocated to any such Subject Interest; (cd) to the extent assignable or transferable by Seller, all easements, rights-of-way, surface leases, servitudes, permits, licenses, franchises and surface estate interests, surface use agreements or other estates or similar rights and privileges directly related to and to the extent or used in connection with the Subject Interests, Personal Property, Real Property and Xxxxx, including those described or referred to in Exhibit A-1 A-3 (the “Easements”); (de) to the extent assignable or transferable by Seller and to the extent not used or held in connection with the Excluded Assets, all tangible personal property, equipment, vehicles (excluding any leased vehicles), vessels, trailers, fixtures, inventory and improvements located on and used directly in connection with the Subject Interests or the Easements or with the production, treatment, sale, or disposal of oil, gas or other hydrocarbons Hydrocarbons produced from or attributable to the Subject Interests (collectively, “Hydrocarbons”)Interests, byproducts or waste produced from or attributable to the foregoing, including the personal property, equipment, and inventory described in Exhibit A-4, all other spare parts, tools, wellhead equipment, pumps, pumping units, flowlines, gathering systems, piping, tanks, buildingsproduction equipment, gas plants and facilities, treatment facilities, injection facilities, disposal facilities, dehydration facilities, compression facilities, radio towers, remote terminal units, SCADA equipment and other materials, supplies, equipment, facilities and machinery machinery, and all software, computers and associated peripherals and all radio, telephone and other communication equipment, in each case, located on the Real Property or the Leases (collectively, “Personal Property”); (ef) all xxxxxbuildings, to the extent not used or held in connection with the Excluded Assetshouses, which are offices, improvements, appurtenances, field offices and yards described on Exhibit A-5 (collectively, “Real Property”); (g) all xxxxx (and possible well locations and exploratory prospects) located on the lands covered by the Subject Interests or on lands with which the Subject Interests may have been pooled, communitized or unitized (whether producing, shut in or abandoned), including any oil, gas, water, disposal, injection, temporarily abandoned, permanently abandoned xxxxx, any xxxxx of every nature and kind, including the xxxxx described in Exhibit BB (the “Xxxxx”); (fh) the Federal Unit Agreement Interests; (i) all original contracts, agreements and instruments to the extent assignable or transferable by Seller attributable to and to affecting the extent not used or held Assets in connection with the Excluded Assetsexistence, including all Hydrocarbon sales, purchase, gathering, transportation, treating, marketing, exchange, processing, disposal and fractionating contracts, all contractsunit, warranties, agreements pooling and other arrangements, and all express and implied rights that directly relate to the Subject Interests, the Leases or the Easements, including communitization, unitization or pooling communization agreements, production sales contractsorders and decisions of Governmental Authorities establishing units, farmout participation agreements, subleasesexchange agreements, joint venture or partnership agreements, operating agreements, service enhanced recovery and injection agreements, farmout agreements and farmin agreements, options, drilling agreements, exploration agreements, transportation assignments of operating rights, working interests, or gathering agreementssubleases, agreements for the sale and purchase of Hydrocarbons, the electricity contracts set forth on Schedule 2.02(f) attached hereto, but only including those described or referred to the extent expressly set forth on such schedule, processing agreements and other similar contracts, agreements and other arrangements in Exhibit C (the “Contracts”), provided that "Contracts" shall not include the instruments constituting the Leases; and; (gj) all Claims, rights and interests of the Company or RNR (i) under any policy or agreement of insurance or indemnity agreement, (ii) under any bond or security instrument, or (iii) to any insurance or condemnation proceeds or awards arising, in each case, from acts, omissions or events, or damage to or destruction of an Asset; (k) all audit rights and Claims for reimbursements from Third Parties or under Law for any and all property costs, overhead or joint account reimbursements and revenues associated with all joint interest audits and other audits of property costs under any contracts or agreements applicable to the Assets; (l) all trade credits, accounts receivable, notes receivable, take-or-pay amounts receivable, and other receivables and general intangibles, attributable to the Company with respect to periods of time from and after the Effective Time; (m) all Claims of the Company, RNR or their respective Affiliates against any Third Party (including Claims for adjustments or refunds) relating to any item for which Buyer is liable for payment or required to indemnify the Company or RNR hereunder, whether relating to periods prior or after the Effective Time; (n) all existing rights of indemnification held by the Company or RNR against Third Parties and other Claims against Third Parties held by the Company or RNR relating to any item for which Buyer is liable for payment or required to indemnify the Company or RNR hereunder, whether relating to periods prior or after the Effective Time and all Claims of the Company Sellers or RNR against prior owners of the Assets or Third Parties associated with or relating to Assumed Environmental Obligations; (o) the Company’s proportionate share of the Aneth Plant; (p) all rights and benefits arising from or in connection with any Imbalances existing as of the Effective Time, to the extent assignable set forth on Section 7.25 of the Disclosure Schedule; (q) all Hydrocarbons produced from or transferable by Seller and attributable to the extent Leases (i) prior to the Effective Time which have not been sold or used in the ordinary course of business by the Company and are in storage (exclusive of tank bottoms and measured from load lines) at the Effective Time, or held in connection with (ii) after the Excluded Assets, Effective Time; (r) all books, records, files, muniments of title, reports and similar documents and materials, including lease records, well records, and division order records, well files, well logs, maps, data, interpretations seismic data, geological and geographic information, title records (including abstracts of title, title opinions and memoranda, and title curative documents directly related to the Assets), contracts and contract files, correspondence, and correspondence that directly relate to the foregoing interests in the possession of, and maintained by, Seller or under the control of the Company, RNR or Resolute (collectively, the “Records”); (s) all deposits, providedcash, howeverchecks in the process of collection, cash equivalents and funds of the Company, including the Company’s proportionate share of funds held in the Exxon Escrow Account (subject to Section 2.03(q) and Section 9.02(c)), in each case, at and after the Effective Time; (t) intellectual property and intellectual property rights used in or associated with developing or operating the Assets or the Business, including, without limitation, proprietary computer software, patents, pending patent applications, trade secrets, copyrights; (u) all corporate, partnership and limited liability company financial and income tax books, accounts, records and documents of the Company; and (v) all proceeds, accretions and products of any of the foregoing. It being the intention of the Parties that Seller may retain the copies definition of such Records as Seller has reasonably determined may be required for existing litigationAssets includes all of each Seller’s respective rights, taxtitles and interests in the Company and the Assets located in or on the lands comprising the Aneth Field or otherwise associated with the Federal Unit Agreement Interests, accounting other than the Excluded Assets and auditing purposes.subject to any limitations and terms expressly set forth herein and in Exhibits X-0, X-0, X-0, X-0, X-0 and B.

Assets. Subject to Section 2.031.03, the term “Assets” (or in the singular “Asset”) means shall mean all of Seller's ’s right, title and interest in and to: (a) the leasehold estates in and to the oil, gas and/or and mineral leases described or referred to in Exhibit A together with all amendments, supplements, renewals, extensions or ratifications thereof, insofar (the “Leases”) and only insofar as said leases cover any overriding royalty interests in and to the lands covered by the Leases, assignments and depths other documents of title described or referred to in Exhibit A, all as more specifically described in Exhibit A (collectively, the “Leases”), and all oil, gas and/or mineral leasehold interests, reversionary, back-in, net profits, carried, convertible, non-consent and overriding royalty interests, operating rights, record title and other similar interests in the Leases (collectively, the “Subject Interests,” or, or singularly, a “Subject Interest”); (b) except all rights incident to the extent as may be limited by the Subject Interests or to the extent used or held in connection with the Excluded Assets, all rights, privileges, benefits and powers conferred upon Seller as holder of the Subject Interests, with respect to including, without limitation, (i) all rights of with respect to the use and occupation of the surface of and the subsurface depths under the Subject Interests, and ; (ii) all rights with respect to any pooled, communitized or unitized acreage by virtue of any Subject Interest being a part thereof, including all Hydrocarbon (as defined in Subsection (d) of this Section 1.02) production after the Effective Time (as defined in Section 2.04) attributable to the Subject Interests or any such pool or unit allocated to any such Subject Interest; (c) to the extent assignable or transferable by Sellertransferable, all easements, rights-of-way, surface leases, servitudes, permits, licenses, franchises and other estates or similar rights and privileges directly related to and to the extent or used solely in connection with the Subject InterestsInterests (the “Easements”), including those including, without limitation, the Easements described or referred to in Exhibit A-1 (the “Easements”)A; (d) to the extent assignable or transferable by Seller and to the extent not used or held in connection with the Excluded Assetstransferable, all personal property, equipment, fixtures, inventory and improvements located on and or used directly in connection with the Subject Interests or and the Easements or with the production, treatment, sale, or disposal of oil, gas or other hydrocarbons produced from or attributable to the Subject Interests (collectively, “Hydrocarbons”), byproducts or waste produced from therefrom or attributable to the foregoingthereto, including including, without limitation, all wellhead equipment, pumps, pumping units, flowlines, gathering systems, piping, tanks, buildings, treatment facilities, disposal facilities, compression facilities, and other materials, supplies, equipment, facilities and machinery (collectively, “Personal Property”); (e) all xxxxx, to the extent not used or held in connection with the Excluded Assets, which are xxxxx located on the lands covered by the Subject Interests or on lands with which the Subject Interests may have been pooled, communitized or unitized (whether producing, shut in or abandoned, and whether for production, injection or disposal), including including, without limitation, the xxxxx described in Exhibit B, wellhead equipment, pumps, pumping units, flowlines, gathering systems, piping, tanks, buildings, treatment facilities, injection facilities, disposal facilities, compression facilities, and other materials, supplies, equipment, facilities and machinery (collectively, “Personal Property”); (fe) to the extent assignable or transferable by Seller and to the extent not used or held in connection with the Excluded Assetstransferable, all contracts, warranties, agreements and other arrangements, and all express and implied rights arrangements that directly relate to the Subject Interests, the Leases or the Easements, including communitizationincluding, unitization or pooling agreementswithout limitation, production sales contracts, farmout agreements, subleases, joint venture or partnership agreements, operating agreements, service agreements, exploration agreements, transportation or gathering agreements, agreements for the sale and purchase of Hydrocarbons, the electricity contracts set forth on Schedule 2.02(f) attached hereto, but only to the extent expressly set forth on such schedule, processing agreements and other similar contracts, agreements and other arrangements (the “Contractscollectively, the“Contracts”), provided that "Contracts" shall not include the instruments constituting the Leases; and; (gf) to the extent assignable or transferable by Seller and to the extent not used or held in connection with the Excluded Assetstransferable, all books, records, files, muniments of title, reports and similar documents and materials, including including, without limitation, lease records, well records, and division order records, well files, well logs, title records (including abstracts of title, title opinions and memoranda, and title curative documents directly related to the Assets), contracts and contract files, correspondence, that directly relate to the foregoing interests in the possession of, and maintained by, Seller (collectively, the “Records”); and (g) all geological and geophysical data relating to the Subject Interests, providedother than such data that is interpretive in nature or which cannot be transferred without the consent of or payment to any Third Party as disclosed on Exhibit A. For purposes of this Agreement, however“Third Party” means any person or entity, that governmental or otherwise, other than Seller may retain or Buyer, and their respective affiliates; the copies of such Records as Seller has reasonably determined may be required for existing litigationterm includes, taxbut is not limited to, accounting working interest owners, royalty owners, lease operators, landowners, service contractors and auditing purposesgovernmental agencies.

Assets. Subject to Section 2.03, the term “Assets” (or in the singular “Asset”) means all of Seller's ’s right, title and interest in and to: (a) the oil, gas and/or or mineral leases described in Exhibit A A-1 and any other oil, gas, or mineral lease on which any of the Xxxxx described in Exhibit B are located or that are pooled or unitized with any of the oil, gas or mineral leases described in Exhibit A-1 or any Xxxxx described in Exhibit B, together with all amendments, supplements, renewals, extensions or ratifications thereof, insofar and only insofar as said leases cover the lands and depths described in Exhibit A thereof (collectively, the “Leases”), and all oil, gas and/or mineral leasehold interests, reversionarytenements, back-inhereditaments, and appurtenances belonging to or derived from the Leases, including royalty interests, overriding royalty interests, net profits, carried, convertible, non-consent and overriding royalty profits interests, operating rights, record title and other similar oil and gas interests of any kind or character, subject to any depth restrictions set forth in any Lease or pursuant to the Leases terms thereof (collectively, the “Subject Interests” or, singularly, a “Subject Interest”); (b) the fee mineral interests described in Exhibit A-2 (collectively, “Mineral Interests”); (c) except to the extent as may be limited by the Subject Interests or to the extent used or held in connection with the Excluded AssetsInterests, all rights, privileges, benefits and powers conferred upon Seller as holder of the Subject Interests, with respect to (i) all rights of use and occupation of the surface of and the subsurface depths under the Subject Interests, and ; (ii) all rights with respect to any pooled, communitized or unitized acreage by virtue of any Subject Interest being a part thereof, including all Hydrocarbon production after the Effective Time attributable to the Subject Interests or any such pool or unit allocated to any such Subject Interest; (c) to the extent assignable or transferable by Seller, all easements, rights-of-way, surface leases, servitudes, permits, licenses, franchises and other estates or similar rights and privileges directly related to and to the extent used in connection with the Subject Interests, including those described or referred to in Exhibit A-1 (the “Easements”); (d) to the extent assignable or transferable by Seller and to the extent not used or held in connection with the Excluded Assets, all personal property, equipment, fixtures, inventory and improvements located on and used directly in connection with the Subject Interests or the Easements or with the production, treatment, sale, or disposal of oil, gas or other hydrocarbons produced from or attributable to the Subject Interests (collectively, “Hydrocarbons”), byproducts or waste produced from or attributable to the foregoing, including all wellhead equipment, pumps, pumping units, flowlines, gathering systems, piping, tanks, buildings, treatment facilities, disposal facilities, compression facilities, and other materials, supplies, equipment, facilities and machinery (collectively, “Personal Property”); (e) all xxxxx, to the extent not used or held in connection with the Excluded Assets, which are located on the lands covered by the Subject Interests or on lands with which the Subject Interests may have been pooled, communitized or unitized (whether producing, shut in or abandoned), including the xxxxx described in Exhibit B; (f) to the extent assignable or transferable by Seller and to the extent not used or held in connection with the Excluded Assets, all contracts, warranties, agreements and other arrangements, and all express and implied rights that directly relate to the Subject Interests, the Leases or the Easements, including communitization, unitization or pooling agreements, production sales contracts, farmout agreements, subleases, joint venture or partnership agreements, operating agreements, service agreements, exploration agreements, transportation or gathering agreements, agreements for the sale and purchase of Hydrocarbons, the electricity contracts set forth on Schedule 2.02(f) attached hereto, but only to the extent expressly set forth on such schedule, processing agreements and other similar contracts, agreements and other arrangements (the “Contracts”), provided that "Contracts" shall not include the instruments constituting the Leases; and (g) to the extent assignable or transferable by Seller and to the extent not used or held in connection with the Excluded Assets, all books, records, files, muniments of title, reports and similar documents and materials, including lease records, well records, and division order records, well files, well logs, title records (including abstracts of title, title opinions and memoranda, and title curative documents directly related to the Assets), contracts and contract files, correspondence, that directly relate to the foregoing interests in the possession of, and maintained by, Seller (collectively, the “Records”), provided, however, that Seller may retain the copies of such Records as Seller has reasonably determined may be required for existing litigation, tax, accounting and auditing purposes.

Assets. Subject to Section 2.03As used herein, the term “"Assets” " means, subject to the terms and conditions of this Agreement, an undivided fifty percent (or in the singular “Asset”50%) means all of SellerAssignor's right, title and interest in and toto the following: (a) All right, title and interest of Assignor in and to all of the oil and gas leases, oil, gas and/or and mineral leases leases, subleases and other leaseholds, carried interests, farmout rights, options, and other properties and interests described in on Exhibit A together with all amendmentsrespect to AEPC as Assignor and Exhibit B with respect to Xxxxxx as Assignor, supplements, renewals, extensions or ratifications thereof, insofar subject to such depth limitations and only insofar other restrictions as said leases cover the lands may be set forth on Exhibits A and depths described in Exhibit A B (collectively, the “"Leases”"), together with each and all oilevery kind and character of right, gas and/or mineral leasehold intereststitle, reversionaryclaim, back-in, net profits, carried, convertible, non-consent and overriding royalty interests, operating rights, record title interest that Assignor has in and other similar interests in to the Leases or pooled, unitized, communitized or consolidated therewith (collectively, the “Subject Interests” or, singularly, a “Subject Interest”"Lands"); (b) except All right, title and interest of Assignor in and to active oil, gas, water or injection xxxxx located on the extent as may be limited by Lands, whether producing, shut-in, or temporarily abandoned, including the Subject Interests or to interests in the extent used or held in connection with the Excluded Assets, all rights, privileges, benefits and powers conferred upon Seller as holder of the Subject Interests, xxxxx shown on Exhibit A-1 attached hereto with respect to (i) all rights of use AEPC as Assignor and occupation of the surface of and the subsurface depths under the Subject Interests, and (ii) all rights Exhibit B-1 attached hereto with respect to any pooledXxxxxx as Assignor, communitized or unitized acreage by virtue of any Subject Interest being a part thereof, including all Hydrocarbon production after but excluding the Effective Time attributable to Sun Dog Xxxxx (as hereinafter defined) (the Subject Interests or any such pool or unit allocated to any such Subject Interest"Xxxxx"); (c) All leasehold interest of Assignor in or to any areas that have been formally pooled, unitized, communitized or consolidated and approved by the extent assignable applicable Governmental Body with any Lands or transferable by Seller, all easements, rights-of-way, surface leases, servitudes, permits, licenses, franchises and other estates or similar rights and privileges directly related to and to the extent used in connection with the Subject Interestsa part of any Leases or any Xxxxx, including those described pools or units shown on Exhibit A-2 attached hereto with respect to AEPC as Assignor and Exhibit B-2 attached hereto with respect to Xxxxxx as Assignor (the "Units") (the Units, together with the Leases, Lands and Xxxxx, being hereinafter referred to as the "Properties"), and including all leasehold interest of Assignor in Exhibit A-1 (production from any such Unit, whether such Unit production comes from Xxxxx located on or off of a Lease, and all tenements, hereditaments and appurtenances belonging to the “Easements”)Leases and Units; (d) All of Assignor's interest in, to and under or derived from all contracts, agreements and instruments by which the Properties are bound, or that relate to or are otherwise applicable to the extent assignable or transferable by Seller and to the extent not used or held in connection with the Excluded Assets, all personal property, equipment, fixtures, inventory and improvements located on and used directly in connection with the Subject Interests or the Easements or with the production, treatment, sale, or disposal of oil, gas or other hydrocarbons produced from or attributable to the Subject Interests (collectively, “Hydrocarbons”), byproducts or waste produced from or attributable to the foregoing, including all wellhead equipment, pumps, pumping units, flowlines, gathering systems, piping, tanks, buildings, treatment facilities, disposal facilities, compression facilities, and other materials, supplies, equipment, facilities and machinery (collectively, “Personal Property”); (e) all xxxxxProperties, to the extent not used or held in connection with applicable to the Excluded Assets, which are located on the lands covered by the Subject Interests or on lands with which the Subject Interests may have been pooled, communitized or unitized (whether producing, shut in or abandoned)Properties rather than Assignor's other properties, including the xxxxx described in Exhibit B; (f) to the extent assignable or transferable by Seller and to the extent but not used or held in connection with the Excluded Assets, all contracts, warranties, agreements and other arrangements, and all express and implied rights that directly relate to the Subject Interests, the Leases or the Easements, including communitization, unitization or pooling agreements, production sales contracts, farmout agreements, subleases, joint venture or partnership agreementslimited to, operating agreements, service unitization, pooling and communitization agreements, declarations and orders, joint venture agreements, farmin and farmout agreements, water rights agreements, exploration agreements, participation agreements, exchange agreements, compressor rental agreements, transportation or gathering agreements, agreements for the sale and purchase of Hydrocarbonsoil, the electricity contracts set forth on Schedule 2.02(f) attached heretogas, but only casinghead gas or processing agreements to the extent expressly set forth on such schedule, processing agreements applicable to the Properties or the production of oil and gas and other similar minerals and products produced in association therewith from the Properties (as identified on Exhibit C under the heading "Contracts" and hereinafter collectively referred to as "Contracts"), but excluding that certain Gas Gathering, Processing, Dehydrating and Treating Agreement dated March 1, 2002, between Petroleum Development Corporation (a wholly owned subsidiary of Xxxxxx), and Xxxxxxxx Field Services Company covering lands more particularly described therein, and any contracts, agreements and other arrangements (instruments to the “Contracts”), extent transfer is restricted by third-party agreement or applicable law and the necessary consents to transfer are not obtained pursuant to Section 5.4 and provided that "Contracts" shall not include the instruments constituting the Leases; and; (e) All right, title and interest of Assignor in or to all easements, permits, water disposal agreements and permits, agreements with surface owners, surface use agreements, licenses, servitudes, rights-of-way, surface leases and other surface rights ("Surface Contracts") appurtenant to, and used or held for use primarily in connection with the Properties (as identified on Exhibit C under the heading "Surface Contracts", excluding any permits and other appurtenances to the extent transfer is restricted by third-party agreement or applicable law and the necessary consents to transfer are not obtained pursuant to Section 5.4; (f) All right, title and interest of Assignor in all equipment, machinery, fixtures and other tangible personal property and improvements located on the Properties or used or held for use primarily in connection with the operation of the Properties including any xxxxx, tanks, boilers, buildings, fixtures, injection facilities, saltwater disposal facilities, compression facilities, field compressors, compressor PODs, pumping units and engines, flow lines, pipelines, gathering systems, gas and oil treating facilities, machinery, power lines, telephone and telegraph lines, roads, and other appurtenances, improvements and facilities as identified on Exhibit D attached hereto (the "Equipment"); (g) All right, title, and interest of Assignor in and to all oil, gas, condensate, and other minerals produced from or attributable to the extent assignable or transferable by Seller Leases, Lands, and Xxxxx from and after the Effective Date and all oil, gas, condensate and imbalances with co-owners and/or pipelines and all make-up rights with respect to take-or-pay payments; (h) All right, title, and interest of Assignor in and to all lease files, land files, well files, gas and oil sales contract files, gas processing files, division order files, abstracts, title opinions, land surveys, a non-exclusive limited license, as described in Exhibit E, in favor of Assignee, at Assignee's request, to use proprietary geologic and geophysical data which Assignor has a right to license (excluding interpretations thereof), and if Assignor does not have the extent not right to license such data, then Assignor will grant Assignee access to such data in order to review the same subject to any applicable third-party restrictions, non-confidential logs, maps, engineering data and reports, reserve studies and evaluations, and files and all other books, records, data, files, maps and accounting records related primarily to the Assets, or used or held for use primarily in connection with the Excluded Assetsmaintenance or operation thereof, all but excluding (i) any books, records, data, files, muniments of title, reports maps and similar documents and materials, including lease records, well records, and division order records, well files, well logs, title accounting records (including abstracts of title, title opinions and memoranda, and title curative documents directly related to the Assets), contracts extent disclosure or transfer is restricted by third-party agreement or applicable law and contract files, correspondence, that directly relate the necessary consents to transfer are not obtained pursuant to Section 5.4 (ii) computer software (iii) work product of Assignor's legal counsel (other than title opinions) and (iv) records relating to the foregoing interests in negotiation and consummation of the possession of, and maintained by, Seller sale of the Assets (collectivelysubject to such exclusions, the “"Records”"), ; provided, however, that Seller Assignor may retain the copies originals of such Records files and other records as Seller Assignor has reasonably determined may be required for existing litigation, taxTax, accounting accounting, and auditing purposespurposes and provide Assignee with copies thereof, excluding, however, the Excluded Assets (as defined in Section 1.3).

Assets. Subject to Section 2.03, the term The “Assets” (or in the singular “Asset”) means are all of Seller's the right, title and interest that each of the Contributors and their respective Affiliates possesses in the following assets, rights and toproperties (other than the Excluded Assets), as the same may exist as of the close of business on the Closing Date: (a) to the oilextent transferable: (i) all licenses, gas and/or mineral leases described permits and other authorizations, applications and approvals issued to the Contributors or any of their Affiliates by, or pending before, the FCC relating to the Stations in Exhibit A accordance with the Communications Act and all FCC Rules and Policies, including those licenses, permits and other authorizations and approvals, and any assignable pending applications with respect to the Stations, including those listed on Schedule 1.2(a)(i) attached hereto, together with all amendments, supplements, renewals, extensions modifications or ratifications thereof, insofar extension thereof between the date hereof and only insofar as said leases cover the lands and depths described in Exhibit A Closing Date (collectively, the “LeasesFCC Licenses”); and (ii) all other licenses, authorizations, franchises, immunities, approvals, consents, registrations, permits or other governmental authorizations with respect to the Stations required by Governmental Authorities or under applicable Laws to permit the applicable Contributors or their Affiliates to own, operate, use and all oil, gas and/or mineral leasehold interests, reversionary, back-in, net profits, carried, convertible, non-consent and overriding royalty interests, operating rights, record title and other similar interests maintain the tangible Assets in the Leases manner in which they are now operated and maintained and to conduct the business of the Stations as currently conducted, including those listed on Schedule 1.2(a)(ii) attached hereto, together with renewals, modifications or extension thereof between the date hereof and the Closing Date (collectively, the “Subject Interests” or, singularly, a “Subject InterestPermits”); (b) except all right, title and interest held by the Contributors or their Affiliates in and to the extent as may be limited leases and other leasehold interests, easements, rights to access, rights of way, real property licenses and options and other interests used by the Subject Interests or to Stations and listed and described on Schedule 1.2(b) (collectively, the extent used or held “Leased Real Property”), including any Contributor’s interest, if any, in connection with the Excluded Assets, all rights, privileges, benefits and powers conferred upon Seller as holder of the Subject Interests, with respect to (i) all rights of use and occupation of the surface of and the subsurface depths under the Subject Interestsbuildings, structures, and improvements on any and all such Leased Real Property, (ii) all rights with respect to any pooledeasements or other appurtenances for the benefit of such Leased Real Property, communitized and (iii) such additional buildings, structures, improvements and interests in the Leased Real Property made or unitized acreage acquired between the date of this Agreement and the Closing Date and used or held for use by virtue the Contributors or their Affiliates in the operation of any Subject Interest being a part thereof, including all Hydrocarbon production after the Effective Time attributable to the Subject Interests or any such pool or unit allocated to any such Subject InterestStations; (c) to the extent assignable or transferable by Sellerall studio equipment, all easementsoffice equipment, rights-of-way, surface leases, servitudes, permits, licenses, franchises and other estates or similar rights and privileges directly related to and to the extent used in connection with the Subject Interests, including those described or referred to in Exhibit A-1 (the “Easements”); (d) to the extent assignable or transferable by Seller and to the extent not used or held in connection with the Excluded Assets, all personal property, equipmentoffice furniture, fixtures, inventory materials and improvements located supplies, fixed assets, production equipment, computers (including traffic and accounting computers), computer servers, telephone systems, cell phones, personal data assistants, personal computers and similar devices, leasehold improvements, inventories, vehicles, and other tangible personal property used by the Stations’ studios, including towers, transmitters, antennas, receivers, spare parts and other tangible personal property owned by the Contributors or their Affiliates, including the property listed on Schedule 1.2(c), together with replacements thereof and used directly additions thereto made between the date hereof and the Closing Date, but excluding (i) any such items that are leased or operated collectively with other broadcasters and (ii) any such property disposed of in connection with the Subject Interests or Ordinary Course of Business of the Easements or with the production, treatment, sale, or disposal of oil, gas or other hydrocarbons produced from or attributable to the Subject Interests Stations (collectively, “Hydrocarbons”), byproducts or waste produced from or attributable to the foregoing, including all wellhead equipment, pumps, pumping units, flowlines, gathering systems, piping, tanks, buildings, treatment facilities, disposal facilities, compression facilities, and other materials, supplies, equipment, facilities and machinery (collectively, “Personal Property”); (ed) all xxxxxrights in and to any Contracts relating exclusively to any Station or the Stations and used or useful in such Station’s or Stations’ business to which the Contributors or their Affiliates are party or to which any of them are bound, or to which any of the Assets are subject, to the extent not used or held listed on Schedule 1.2(d) hereto (the “Assumed Contracts”); (e) all of the Contributors’ and their Affiliates’ right, title and interest in connection with and to all Intellectual Property, and the Excluded Assets, which are located on the lands covered other intangible assets owned by the Subject Interests Contributors or such Affiliates and used exclusively in the operation of the business of the Specified Station, including those items listed on lands Schedule 1.2(e) hereto, and all claims against third parties for past, present and future unauthorized use, infringement and misappropriation with which respect to any of the Subject Interests may have been pooledforegoing, communitized or unitized (whether producing, shut but excluding any Intellectual Property identified in or abandoned)Section 1.3 below, including the xxxxx described in Exhibit Bname “Emmis” or any derivation thereof (the “Station Intellectual Property”); (f) a copy or original of each Station’s public inspection file, filings with the FCC relating to the extent assignable or transferable Stations, all records required by Seller the FCC to be kept by the Stations, and to the extent not used or held in connection with maintained by the Excluded AssetsContributors, all contracts, warranties, agreements records relating to the Real Property and other arrangementsthe Personal Property, and all express and implied rights that directly relate to the Subject Interestssuch technical information, the Leases or the Easementsengineering data, including communitizationand, unitization or pooling agreements, production sales contracts, farmout agreements, subleases, joint venture or partnership agreements, operating agreements, service agreements, exploration agreements, transportation or gathering agreements, agreements for the sale and purchase of Hydrocarbons, the electricity contracts set forth on Schedule 2.02(f) attached hereto, but only to the extent expressly set forth on such scheduletransferable, processing agreements rights under manufacturers’ warranties as they exist at the Closing and other similar contracts, agreements and other arrangements (directly related to the “Contracts”), provided that "Contracts" shall not include the instruments constituting the Leases; andAssets being conveyed hereunder; (g) to the extent assignable maintained by the Contributors, originals or transferable copies of all books and records used by Seller the Stations, including proprietary information, financial data and information, technical information and data, operating manuals, data, studies, records, reports, ledgers, files, correspondence, computer files, plans, diagrams, blueprints and schematics for the Stations and including computer readable disk or tape copies of any items stored on computer files; (h) telephone numbers, websites, domain names and e-mail addresses owned by the Contributors and used exclusively in the business of the Specified Stations, and such additional assets specified in Schedule 1.2(h) hereto; (i) all goodwill, if any, associated with the Assets and the business of the Specified Stations; (j) all claims, counterclaims, credits, causes of action, rights of recovery and rights of indemnification or set-off of the Contributors or their Affiliates, whether mature, contingent or otherwise, arising out of the business of the Stations as and to the extent not used or attributable to any Assumed Liabilities for any period after the Closing Date; and (k) all Social Media Accounts held in connection with the Excluded Assets, all books, records, files, muniments name of title, reports and similar documents and materials, including lease records, well records, and division order records, well files, well logs, title records (including abstracts of title, title opinions and memoranda, and title curative documents directly related to the Assets), contracts and contract files, correspondence, that directly relate to the foregoing interests in the possession of, and maintained by, Seller (collectively, the “Records”), provided, however, that Seller may retain the copies of such Records as Seller has reasonably determined may be required for existing litigation, tax, accounting and auditing purposesSpecified Stations.

Assets. Subject to Section 2.03, the term “Assets” (or in the singular “Asset”) means all of Seller's ’s right, title and interest in and to: (a) the oil, gas and/or mineral leases described in Exhibit A together with all amendmentsA, supplements, renewals, extensions or ratifications thereof, insofar and only insofar as said leases cover the lands and depths described in Exhibit A (collectively, the “Leases”), and all oil, gas and/or mineral leasehold interests, reversionary, back-in, net profits, carried, convertible, non-consent and overriding royalty interests, operating rights, record title and other similar interests in the Leases (collectively, the “Subject Interests” or, singularly, a “Subject Interest”); (b) except to the extent as may be limited by the Subject Interests or to the extent used or held in connection with the Excluded AssetsInterests, all rights, privileges, benefits and powers conferred upon Seller as holder of the Subject Interests, with respect to (i) all rights of use and occupation of the surface of and the subsurface depths under the Subject Interests, and ; (ii) all rights with respect to any pooled, communitized or unitized acreage by virtue of any Subject Interest being a part thereof, including all Hydrocarbon production after the Effective Time attributable to the Subject Interests or any such pool or unit allocated to any such Subject Interest; (c) to the extent assignable or transferable by Seller, all easements, rights-of-way, surface leases, servitudes, permits, licenses, franchises and other estates or similar rights and privileges directly related to and to the extent or used in connection with the Subject Interests, including without limitation those described or referred to in Exhibit A-1 A (the “Easements”); (d) to the extent assignable or transferable by Seller and to the extent not used or held in connection with the Excluded AssetsSeller, all personal property, equipment, fixtures, inventory and improvements located on and used directly in connection with the Subject Interests or the Easements or with the production, treatment, sale, or disposal of oil, gas or other hydrocarbons produced from or attributable to the Subject Interests (collectively, “Hydrocarbons”), byproducts or waste produced from or attributable to the foregoing, including all wellhead equipment, pumps, pumping units, flowlines, gathering systems, piping, tanks, buildings, treatment facilities, disposal facilities, compression facilities, and other materials, supplies, equipment, facilities and machinery (collectively, “Personal Property”); (e) all xxxxx, to the extent not used or held in connection with the Excluded Assets, which are xxxxx located on the lands covered by the Subject Interests or on lands with which the Subject Interests may have been pooled, communitized or unitized (whether producing, shut in or abandonedabandoned oil or gas xxxxx, or water, carbon dioxide or injection xxxxx), including the xxxxx described in Exhibit B; (f) to the extent assignable or transferable by Seller and to the extent not used or held in connection with the Excluded AssetsSeller, all contracts, warranties, agreements and other arrangements, and all express and implied rights that directly relate to the Subject Interests, the Leases or the Easements, including communitization, unitization or pooling agreements, production sales contracts, farmout agreements, subleases, joint venture or partnership agreements, operating agreements, service agreements, exploration agreements, transportation or gathering agreements, agreements for the sale and purchase of Hydrocarbons, the electricity contracts set forth on Schedule 2.02(f) attached hereto, but only to the extent expressly set forth on such schedule, processing agreements and other similar the contracts, agreements and other arrangements arrangements, including without limitation those described or referred to in Exhibit C (the “Contracts”), provided that "Contracts" shall not include the instruments constituting the Leases; and (g) to the extent assignable or transferable by Seller and to the extent not used or held in connection with the Excluded Assets, all books, records, files, muniments of title, reports and similar documents and materials, including lease records, well records, and division order records, well files, well logs, title records (including abstracts of title, title opinions and memoranda, and title curative documents directly related to the Assets), contracts and contract files, correspondence, that directly relate to the foregoing interests in the possession of, and maintained by, Seller (collectively, the “Records”), provided, however, that Seller may retain the copies of such Records as Seller has reasonably determined may be required for existing litigation, tax, accounting and auditing purposes.

Assets. Subject to Section 2.031.03 and limitations set forth in Exhibits A and B described below, the term “Assets” (or in the singular “Asset”) means shall mean all of Seller's Sellers’ right, title and interest in and to: (a) the leasehold estates in and to the oil, gas and/or and mineral leases described or referred to in Exhibit A together with all amendments, supplements, renewals, extensions or ratifications thereof, insofar (the “Leases”) and only insofar as said leases cover any overriding royalty interests in and to the lands covered by the Leases, assignments and depths other documents of title described or referred to in Exhibit A, all as more specifically described in Exhibit A (collectively, the “Leases”), and all oil, gas and/or mineral leasehold interests, reversionary, back-in, net profits, carried, convertible, non-consent and overriding royalty interests, operating rights, record title and other similar interests in the Leases (collectively, the “Subject Interests,” or, or singularly, a “Subject Interest”); (b) except all rights incident to the extent as may be limited by the Subject Interests or to the extent used or held in connection with the Excluded Assets, all rights, privileges, benefits and powers conferred upon Seller as holder of the Subject Interests, with respect to including, without limitation, (i) all rights of with respect to the use and occupation of the surface of and the subsurface depths under the Subject Interests, and ; (ii) all rights with respect to any pooled, communitized or unitized acreage by virtue of any Subject Interest being a part thereof, including all Hydrocarbon Hydrocarbons (as defined in Subsection (d) of this Section 1.02) production after the Effective Time (as defined in Section 2.04) attributable to the Subject Interests or any such pool or unit allocated to any such Subject Interest; (c) to the extent assignable or transferable by Sellertransferable, all easements, rights-of-way, surface leases, servitudes, permits, licenses, franchises and other estates or similar rights and privileges directly related to and to the extent or used solely in connection with the Subject InterestsInterests (the “Easements”), including those including, without limitation, the Easements described or referred to in Exhibit A-1 (the “Easements”)A; (d) to the extent assignable or transferable by Seller and to the extent not used or held in connection with the Excluded Assetstransferable, all personal property, equipment, fixtures, inventory and improvements located on and or used directly in connection with the Subject Interests or and the Easements or with the production, treatment, sale, or disposal of oil, gas or other hydrocarbons produced from or attributable to the Subject Interests (collectively, “Hydrocarbons”), byproducts or waste produced from therefrom or attributable to the foregoingthereto, including including, without limitation, all wellhead equipment, pumps, pumping units, flowlines, gathering systems, piping, tanks, buildings, treatment facilities, disposal facilities, compression facilities, and other materials, supplies, equipment, facilities and machinery (collectively, “Personal Property”); (e) all xxxxx, to the extent not used or held in connection with the Excluded Assets, which are xxxxx located on the lands covered by the Subject Interests or on lands with which the Subject Interests may have been pooled, communitized or unitized (whether producing, shut in or abandoned, and whether for production, injection or disposal), including including, without limitation, the xxxxx described in Exhibit B, wellhead equipment, pumps, pumping units, flowlines, gathering systems, piping, tanks, buildings, treatment facilities, injection facilities, disposal facilities, compression facilities, and other materials, supplies, equipment, facilities and machinery (collectively, “Personal Property”); (fe) to the extent assignable or transferable by Seller and to the extent not used or held in connection with the Excluded Assetstransferable, all contracts, warranties, agreements and other arrangements, and all express and implied rights arrangements that directly relate to the Subject Interests, the Leases or the Easements, including communitizationincluding, unitization or pooling agreementswithout limitation, production sales contracts, farmout agreements, subleases, joint venture or partnership agreements, operating agreements, service agreements, exploration agreements, transportation or gathering agreements, agreements for the sale and purchase of Hydrocarbons, the electricity contracts set forth on Schedule 2.02(f) attached hereto, but only to the extent expressly set forth on such schedule, processing agreements and other similar contracts, agreements and other arrangements (collectively, the “Contracts”), provided that "Contracts" shall not include the instruments constituting the Leases; and; (gf) to the extent assignable or transferable by Seller and to the extent not used or held in connection with the Excluded Assetstransferable, copies of all books, records, files, muniments of title, reports and similar documents and materials, including including, without limitation, lease records, well records, and division order records, well files, well logs, title records (including abstracts of title, title opinions and memoranda, and title curative documents directly related to the Assets), contracts and contract files, correspondence, that directly relate to the foregoing interests in the possession of, and maintained by, Seller Sellers (collectively, the “Records”); and (g) all geological and geophysical data relating to the Subject Interests, providedother than such data that is interpretive in nature or which cannot be transferred without the consent of or payment to any Third Party. For purposes of this Agreement, however“Third Party” means any person or entity, that Seller may retain governmental or otherwise, other than Sellers or Buyer, and their respective affiliates; the copies of such Records as Seller has reasonably determined may be required for existing litigationterm includes, taxbut is not limited to, accounting working interest owners, royalty owners, lease operators, landowners, service contractors and auditing purposesgovernmental agencies.

Assets. Subject to Section 2.03the terms of this Agreement, the term “Assets” (or in the singular “Asset”) means Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller, all of Seller's ’s right, title and interest in and toto the following described property (it being understood and agreed that such property shall specifically exclude the Excluded Assets (as defined below) in accordance with the terms hereof: (a) the oilreal property situated in Russellville, gas and/or mineral leases Arkansas which is more particularly described in Exhibit A 1.1 (a) attached hereto together with all amendments, supplements, renewals, extensions or ratifications thereof, insofar the eighty unit retirement and only insofar residential care facility located thereon and commonly known as said leases cover the lands and depths described in Exhibit A (collectively, the “LeasesWildflower” (the “Facility”), ) and all oil, gas and/or mineral leasehold interests, reversionary, back-in, net profits, carried, convertible, non-consent other improvements and overriding royalty interests, operating rights, record title and other similar interests in the Leases fixtures thereon (collectively, hereinafter collectively referred to as the “Subject Interests” or, singularly, a “Subject InterestReal Property”); (b) except all equipment, computer hardware and computer software (but only to the extent as may be limited by the Subject Interests or such software is not proprietary to the extent used or held in connection with the Excluded Assets, all rights, privileges, benefits and powers conferred upon Seller as holder of the Subject Interests, with respect to (i) all rights of use and occupation of the surface of and the subsurface depths under the Subject Interests, and (ii) all rights licenses with respect to any poolednon proprietary software are, communitized or unitized acreage by virtue of any Subject Interest being a part thereofat Buyer’s election and cost, including all Hydrocarbon production after the Effective Time attributable assigned to the Subject Interests or any such pool or unit allocated to any such Subject Interest; (c) to the extent assignable or transferable by SellerBuyer at Closing), all easementsvehicles, rights-of-wayfurniture, surface leasesand fixtures, servitudesinventory, permitslinens, licensesdietary supplies, franchises housekeeping supplies, food and other estates consumable inventories owned by Seller and located at the Facility or similar rights and privileges directly related to and to the extent used in connection with the Subject Interestsoperation of the Facility, including those all of which is more particularly described or on Exhibit 1.1(b) (hereinafter collectively referred to in Exhibit A-1 (the “Easements”); (d) to the extent assignable or transferable by Seller and to the extent not used or held in connection with the Excluded Assets, all personal property, equipment, fixtures, inventory and improvements located on and used directly in connection with the Subject Interests or the Easements or with the production, treatment, sale, or disposal of oil, gas or other hydrocarbons produced from or attributable to the Subject Interests (collectively, “Hydrocarbons”), byproducts or waste produced from or attributable to the foregoing, including all wellhead equipment, pumps, pumping units, flowlines, gathering systems, piping, tanks, buildings, treatment facilities, disposal facilities, compression facilities, and other materials, supplies, equipment, facilities and machinery (collectively, as “Personal Property”); (ec) all xxxxxintangibles of Seller used in the operation of the Facility including, to without limitation, telephone numbers, all of Seller’s interest in the extent not used name “Wildflower,” as well as any licenses, governmental approvals or held in connection with the Excluded Assets, which are located on the lands covered by the Subject Interests or on lands with which the Subject Interests may have been pooled, communitized or unitized (whether producing, shut in or abandoned), including the xxxxx described in Exhibit B; (f) permits to the extent assignable or transferable by without cost to Seller and any other rights or privileges appurtenant to the Real Property or related to the business operated thereon or thereat (hereinafter collectively referred to as “Intangibles”); (d) all leases, rental or occupancy agreements with the residents of the Facility and any amendment or modification thereto (the “Resident Leases”) and any other agreements granting any person or entity the right to use or occupy any space situated in the Facility or any portion thereof (the “Commercial Leases” and together with the Resident Leases, the “Leases”), if and to the extent not used or held Buyer agrees to assume the same in connection accordance with the Excluded Assets, terms of this Agreement (the “Assumed Leases”); (e) all resident records and files and marketing databases used in conjunction with the operation of the business conducted upon the Real Property by Seller (hereinafter collectively referred to as “Records”); (f) all contracts, warrantiesoral or written, agreements to which the Seller is a party for the Seller’s operation of the Facility, including but not limited to contract rights, equipment leases, maintenance contracts, service contracts and other arrangementscontracts, and operating or service manuals, warranties or guarantees relating to all express and implied rights that directly relate or any portion of the Real Property or any item of the Personal Property subject to the Subject Interests, the Leases or the Easements, including communitization, unitization or pooling agreements, production sales contracts, farmout agreements, subleases, joint venture or partnership agreements, operating agreements, service agreements, exploration agreements, transportation or gathering agreements, agreements for the sale and purchase of Hydrocarbons, the electricity contracts set forth on Schedule 2.02(f) attached hereto, but only to the extent expressly set forth on such schedule, processing agreements and other similar contracts, agreements and other arrangements this Agreement (the “Contracts”), provided that "if and to the extent Buyer agrees to assume the same in accordance with the terms of this Agreement (hereinafter collectively referred to as “Assumed Contracts" shall not include the instruments constituting the Leases; and”); (g) the Prepaid Rents (as defined below). The assets and property interests of Seller described in Sections 1.1(a) through 1.1(g) above being sold pursuant hereto shall hereinafter collectively be referred to the extent assignable or transferable by Seller and to the extent not used or held in connection with the Excluded Assets, all books, records, files, muniments of title, reports and similar documents and materials, including lease records, well records, and division order records, well files, well logs, title records (including abstracts of title, title opinions and memoranda, and title curative documents directly related to the Assets), contracts and contract files, correspondence, that directly relate to the foregoing interests in the possession of, and maintained by, Seller (collectively, as the “RecordsAssets”), provided, however, that Seller may retain the copies of such Records as Seller has reasonably determined may be required for existing litigation, tax, accounting and auditing purposes.

Assets. Subject to Section 2.03As used herein, the term “Assets” (or in means, subject to the singular “Asset”) means terms and conditions of this Purchase and Sale Agreement, all of Seller's ’s right, title title, interest and interest estate, real or personal, recorded or unrecorded, movable or immovable, tangible or intangible, in and toto the following: (a) All leasehold interests on and to the oiloil and gas leases, gas and/or mineral leases including working interests, reversionary interests, overriding royalties, net profits interests, carried interests, and other properties and interests described in Exhibit A together with all amendments, supplements, renewals, extensions or ratifications thereof, insofar and only insofar as said leases cover the lands and depths described in on Exhibit A (collectively, the “Leases”), and all oil, gas and/or mineral leasehold interests, reversionary, back-in, net profits, carried, convertible, non-consent and overriding royalty interests, operating rights, record title and other similar interests in the Leases (collectively, the “Subject Leasehold Interests” or, singularly, a “Subject Interest”); (b) except to the extent as may be limited by the Subject Interests or to the extent used or held in connection with the Excluded AssetsEach and every kind and character of right, all rightstitle, privileges, benefits and powers conferred upon Seller as holder of the Subject Interests, with respect to (i) all rights of use and occupation of the surface of and the subsurface depths under the Subject Interestsclaim, and (ii) all rights with respect to any pooled, communitized or unitized acreage by virtue of any Subject Interest being a part thereof, including all Hydrocarbon production after the Effective Time attributable to the Subject Interests or any such pool or unit allocated to any such Subject Interest; (c) to the extent assignable or transferable by Seller, all easements, rights-of-way, surface leases, servitudes, permits, licenses, franchises and other estates or similar rights and privileges directly related to interest that Seller has in and to the extent used in connection with lands covered by the Subject Leasehold Interests, including those assignments and other documents of title described or referred to in Exhibit A-1 A, or the lands currently pooled, unitized, communitized or consolidated therewith (together the “EasementsLands”); (dc) to the extent assignable or transferable by Seller and to the extent not used or held in connection with the Excluded Assets, all personal property, equipment, fixtures, inventory and improvements located on and used directly in connection with the Subject Interests or the Easements or with the production, treatment, sale, or disposal of All oil, gas or and all other hydrocarbons produced from or attributable to the Subject Interests (collectively, collectively “Hydrocarbons”)) in, byproducts on or waste under or that may be produced from the Lands and/or Leasehold Interests; (d) All oil, gas, water or attributable to injection xxxxx located on the foregoing, including all wellhead equipment, pumps, pumping units, flowlines, gathering systems, piping, tanks, buildings, treatment facilities, disposal facilities, compression facilities, and other materials, supplies, equipment, facilities and machinery Lands identified on Exhibit B (collectively, the “Personal PropertyXxxxx”); (e) All leasehold interests of Seller in or to any currently existing pools or units which include any Lands or all xxxxxor a part of any Leasehold Interests or include any Xxxxx, including those pools or units shown on Exhibit B (the “Units”; the Units, together with the Leasehold Interests, Lands and Xxxxx being hereinafter referred to as the “Property” or “Properties”), and including all leasehold interest of Seller in production of hydrocarbons from any such Unit, whether such Unit production of hydrocarbons comes from Xxxxx located on or off of a Leasehold Interest, and all tenements, hereditaments and appurtenances belonging to the extent not used or held in connection with the Excluded AssetsLeasehold Interests, which are located on the lands covered by the Subject Interests or on lands with which the Subject Interests may have been pooled, communitized or unitized (whether producing, shut in or abandoned), including the xxxxx described in Exhibit Band Units; (f) to All equipment, machinery, fixtures flow lines, pipelines, gathering systems and appurtenances thereto and other tangible personal property and improvements located on the extent assignable Properties or transferable by Seller and to the extent not used or held for use primarily in connection with the Excluded Assets, all contracts, warranties, agreements and other arrangements, and all express and implied rights that directly relate to operation of the Subject Interests, the Leases or the Easements, including communitization, unitization or pooling agreements, production sales contracts, farmout agreements, subleases, joint venture or partnership agreements, operating agreements, service agreements, exploration agreements, transportation or gathering agreements, agreements for the sale and purchase of Hydrocarbons, the electricity contracts set forth on Schedule 2.02(fProperties (“Equipment”); (g) attached hereto, but only to the extent expressly set forth on such schedule, processing agreements and other similar All contracts, agreements and other arrangements instruments described or referred to on Exhibit C by which the Properties are bound, or that relate to or are otherwise applicable to the Properties (the “Contracts”), provided that "Contracts" shall not include the instruments constituting the Leases; and; (gh) All rights-of-way, easements, surface leases and other surface rights described or referred to on Exhibit D (“Surface Contracts”); (i) Copies of the files, records, data and information relating to the items described in items (a) through (h) above maintained by Seller to the extent assignable or transferable by Seller and to the extent not used or held in connection with the Excluded Assets, all booksthat such files, records, files, muniments of title, reports data and similar documents and materials, including lease records, well records, and division order records, well files, well logs, title records information are not subject to restrictions on assignment or copying (including abstracts of title, title opinions and memoranda, and title curative documents directly related to the Assets), contracts and contract files, correspondence, that directly relate to the foregoing interests in the possession of, and maintained by, Seller (collectively, the “Records”), ; provided, however, that Seller may retain the copies originals of such Records files and other records as Seller has reasonably determined may be required for existing litigation, tax, accounting accounting, and auditing purposes.purposes and provide Purchaser with copies thereof at Seller’s cost, excluding, however, the Excluded Assets (as defined in Section 1.2)

Assets. Subject to Section 2.03the terms of this Agreement, the term “Assets” (or in the singular “Asset”) means Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller, all of Seller's ’s right, title and interest in and toto the following described property (it being understood and agreed that such property shall specifically exclude the Excluded Assets (as defined below) in accordance with the terms hereof: (a) the oilreal property situated in Fort Xxxxx, gas and/or mineral leases Arkansas which is more particularly described in Exhibit A 1.1(a) attached hereto together with all amendments, supplements, renewals, extensions or ratifications thereof, insofar the ninety-three (93) unit retirement and only insofar residential care facility located thereon and commonly known as said leases cover the lands and depths described in Exhibit A (collectively, the “LeasesWillow Brook Retirement Community” (the “Facility”), ) and all oil, gas and/or mineral leasehold interests, reversionary, back-in, net profits, carried, convertible, non-consent other improvements and overriding royalty interests, operating rights, record title and other similar interests in the Leases fixtures thereon (collectively, hereinafter collectively referred to as the “Subject Interests” or, singularly, a “Subject InterestReal Property”); (b) except all equipment, computer hardware and computer software (but only to the extent as may be limited by the Subject Interests or such software is not proprietary to the extent used or held in connection with the Excluded Assets, all rights, privileges, benefits and powers conferred upon Seller as holder of the Subject Interests, with respect to (i) all rights of use and occupation of the surface of and the subsurface depths under the Subject Interests, and (ii) all rights licenses with respect to any poolednon proprietary software are, communitized or unitized acreage by virtue of any Subject Interest being a part thereofat Buyer’s election and cost, including all Hydrocarbon production after the Effective Time attributable assigned to the Subject Interests or any such pool or unit allocated to any such Subject Interest; (c) to the extent assignable or transferable by SellerBuyer at Closing), all easementsvehicles, rights-of-wayfurniture, surface leasesand fixtures, servitudesinventory, permitslinens, licensesdietary supplies, franchises housekeeping supplies, food and other estates consumable inventories owned by Seller and located at the Facility or similar rights and privileges directly related to and to the extent used in connection with the Subject Interestsoperation of the Facility, including those all of which is more particularly described or on Exhibit 1.1(b) (hereinafter collectively referred to in Exhibit A-1 (the “Easements”); (d) to the extent assignable or transferable by Seller and to the extent not used or held in connection with the Excluded Assets, all personal property, equipment, fixtures, inventory and improvements located on and used directly in connection with the Subject Interests or the Easements or with the production, treatment, sale, or disposal of oil, gas or other hydrocarbons produced from or attributable to the Subject Interests (collectively, “Hydrocarbons”), byproducts or waste produced from or attributable to the foregoing, including all wellhead equipment, pumps, pumping units, flowlines, gathering systems, piping, tanks, buildings, treatment facilities, disposal facilities, compression facilities, and other materials, supplies, equipment, facilities and machinery (collectively, as “Personal Property”); (ec) all xxxxxintangibles of Seller used in the operation of the Facility including, to without limitation, telephone numbers, all of Seller’s interest in the extent not used name “Willow Brook” or held in connection with the Excluded Assets“Willow Brook Retirement Community”, which are located on the lands covered by the Subject Interests as well as any licenses, governmental approvals or on lands with which the Subject Interests may have been pooled, communitized or unitized (whether producing, shut in or abandoned), including the xxxxx described in Exhibit B; (f) permits to the extent assignable or transferable by without cost to Seller and any other rights or privileges appurtenant to the Real Property or related to the business operated thereon or thereat (hereinafter collectively referred to as “Intangibles”); (d) all leases, rental or occupancy agreements with the residents of the Facility and any amendment or modification thereto (the “Resident Leases”) and any other agreements granting any person or entity the right to use or occupy any space situated in the Facility or any portion thereof (the “Commercial Leases” and together with the Resident Leases, the “Leases”), if and to the extent not used or held Buyer agrees to assume the same in connection accordance with the Excluded Assets, terms of this Agreement (the “Assumed Leases”); (e) all resident records and files and marketing databases used in conjunction with the operation of the business conducted upon the Real Property by Seller (hereinafter collectively referred to as “Records”); (f) all contracts, warrantiesoral or written, agreements to which the Seller is a party for the Seller’s operation of the Facility, including but not limited to contract rights, equipment leases, maintenance contracts, service contracts and other arrangementscontracts, and operating or service manuals, warranties or guarantees relating to all express and implied rights that directly relate or any portion of the Real Property or any item of the Personal Property subject to the Subject Interests, the Leases or the Easements, including communitization, unitization or pooling agreements, production sales contracts, farmout agreements, subleases, joint venture or partnership agreements, operating agreements, service agreements, exploration agreements, transportation or gathering agreements, agreements for the sale and purchase of Hydrocarbons, the electricity contracts set forth on Schedule 2.02(f) attached hereto, but only to the extent expressly set forth on such schedule, processing agreements and other similar contracts, agreements and other arrangements this Agreement (the “Contracts”), provided that "if and to the extent Buyer agrees to assume the same in accordance with the terms of this Agreement (hereinafter collectively referred to as “Assumed Contracts" shall not include the instruments constituting the Leases; and”); (g) the Prepaid Rents (as defined below). The assets and property interests of Seller described in Sections 1.1(a) through 1.1(g) above being sold pursuant hereto shall hereinafter collectively be referred to the extent assignable or transferable by Seller and to the extent not used or held in connection with the Excluded Assets, all books, records, files, muniments of title, reports and similar documents and materials, including lease records, well records, and division order records, well files, well logs, title records (including abstracts of title, title opinions and memoranda, and title curative documents directly related to the Assets), contracts and contract files, correspondence, that directly relate to the foregoing interests in the possession of, and maintained by, Seller (collectively, as the “RecordsAssets”), provided, however, that Seller may retain the copies of such Records as Seller has reasonably determined may be required for existing litigation, tax, accounting and auditing purposes.

Assets. Subject to Section 2.031.03, the term “Assets” (or in the singular “Asset”) means shall mean all of Seller's ’s right, title title, and interest in and to: (a) the The oil, gas and/or gas, and other mineral leases described in Exhibit A together with all amendments, supplements, renewals, extensions or ratifications thereof, insofar and only insofar as said leases cover the lands and depths described in on Exhibit A (collectively, the “Leases” and singularly a “Lease”), ) and all oil, gas and/or mineral leasehold any overriding royalty interests, reversionary, back-in, net profits, carried, convertibleroyalty interests, non-consent and overriding royalty working or carried interests, mineral fee interests, operating rights, record title and other similar rights and interests described in Exhibit A, together with the lands covered thereby or pooled, communitized, or unitized therewith (the “Lands”), but excluding any specifically described excluded depths, intervals, or lands set forth in Exhibit A, however including in the defined terms Leases and Lands the following: (collectivelyi) all right, title, and interest of Seller in and to any other mineral interests of any nature (A) located in, on, or under the Lands, or (B) which are attributable to the proration or spacing unit or designated pooled unit for any of the Xxxxx (as hereinafter defined), in each case whether or not described in or omitted from Exhibit A, (ii) all rights with respect to any pooled, communitized, or unitized interest by virtue of any Leases and Lands or the interests described in clause (i) above being a part thereof, and (iii) all production of oil, gas, associated liquids, and other hydrocarbons (collectively “Hydrocarbons”) after the Effective Time from the Leases and the Lands, and from any such pooled, communitized, or unitized interest and allocated to any of the Leases or Lands or the interests described in clause (i) above (the Leases, the Lands, and the rights described in clauses (i) and (ii) above, and the Hydrocarbons described in clause (iii) above, being collectively referred to as the “Subject Interests” or, singularly, a “Subject Interest”); (b) except all easements, rights-of-way, servitudes, surface leases, surface use agreements, and other rights or agreements related to the extent as may be limited by use of the Subject Interests or surface and subsurface (the “Surface Agreements”), in each case to the extent used or held in connection with the Excluded Assets, all rights, privileges, benefits and powers conferred upon Seller as holder operation of the Subject Interests, with respect to (i) all rights of use and occupation of the surface of and the subsurface depths under the Subject Interests, and (ii) all rights with respect to any pooled, communitized or unitized acreage by virtue of any Subject Interest being a part thereof, including all Hydrocarbon production after the Effective Time attributable to the Subject Interests or any such pool or unit allocated to any such Subject Interestthose set forth on Exhibit A; (c) to the extent assignable or transferable by Sellertransferable, all easements, rights-of-way, surface leases, servitudes, permits, licenses, franchises franchises, consents, approvals, and other estates or similar rights and privileges directly related to and (the “Permits”), in each case to the extent used in connection with the operation of the Subject Interests, including those described or referred to in Exhibit A-1 (the “Easements”); (d) all equipment, machinery, fixtures, spare parts, inventory, and other personal property (including Seller’s leasehold interests therein subject to the extent assignable or transferable by Seller and any necessary consents to the extent not assignment) used or held in connection with the Excluded Assets, all personal property, equipment, fixtures, inventory and improvements located on and used directly in connection with operation of the Subject Interests or the Easements or in connection with the production, treatment, compression, gathering, transportation, sale, or disposal of oil, gas or other hydrocarbons Hydrocarbons produced from or attributable to the Subject Interests (collectivelyor any water, “Hydrocarbons”)byproducts, byproducts or waste produced from the Subject Interests or attributable in association with or incident to the foregoingproduction of Hydrocarbons, or otherwise attributable thereto (collectively the “Equipment”); all xxxxx located on the Leases or the Lands or on lands pooled, communitized, or unitized therewith , whether such xxxxx are producing, shut in, or abandoned, and whether for production, produced water injection or disposal, or otherwise, and including those specifically described in Exhibit B (collectively, the “Xxxxx”) together with all of Seller’s interests within the spacing, producing, proration, federal exploratory, enhanced recovery, or governmentally prescribed or voluntary unit attendant to the Xxxxx, including all the wellhead equipment, pumps, pumping units, flowlines, gathering systems, pipingpipe, tanks, buildingstreatment facilities, treatment injection facilities, disposal facilities, compression facilities, and other materials, supplies, equipmentbuildings, facilities trailers, and machinery offices used in connection with the Subject Interests and the other matters described in this definition of Assets (collectively, the “Personal PropertyFacilities”); (e) all xxxxx, to the extent not used or held in connection with the Excluded Assets, which are located on the lands covered by the Subject Interests or on lands with which the Subject Interests may have been pooled, communitized or unitized (whether producing, shut in or abandoned), including the xxxxx described in Exhibit B; (f) to the extent assignable or transferable by Seller and to the extent not used or held in connection with the Excluded Assetstransferable, (i) all contracts, warrantiesagreements, agreements and other arrangementsdrilling contracts, and all express and implied rights that directly relate to the Subject Interests, the Leases or the Easements, including communitization, unitization or pooling agreementsequipment leases, production sales and marketing contracts, farmout agreements, subleases, joint venture or partnership farm-out and farm-in agreements, operating agreements, service agreements, exploration unit agreements, gas gathering and transportation or gathering agreements, agreements for and other contracts, agreements, and arrangements, relating to the sale Subject Interests and purchase the other matters described in this definition of HydrocarbonsAssets, the electricity contracts and subject to, and in accordance with, any limitations set forth on Schedule 2.02(fin such agreements, and (ii) attached heretoequipment leases and rental contracts, but only service agreements, supply agreements, and other contracts, agreements, and arrangements relating to the extent expressly set forth on such scheduleSubject Interests and the other matters described in this definition of Assets (the agreements identified in clauses (i) and (ii) above being collectively, processing agreements and other similar contracts, agreements and other arrangements (the “Contracts”); (f) all files, provided records, and data, whether electronic or hard copy, relating to the items described in Sections 1.02 (a) through (e) maintained by Seller including, without limitation, the following, if and to the extent that "Contracts" shall not include such files exist: all books, records, reports, manuals, files, title documents (including correspondence), records of production and maintenance, revenue, sales, expenses, warranties, lease files, land files, well files, division order files, abstracts, title opinions, assignments, reports, property records, contract files, operations files, HSE incident reports, material safety data sheets, copies of tax and accounting records (but excluding Federal and state income tax returns and records) and files, maps, core data, hydrocarbon analysis, well logs, mud logs, field studies together with other files, contracts, and other records and data including all geologic and geophysical data and maps, but excluding from the instruments constituting foregoing those files, records, and data subject to written unaffiliated third party contractual restrictions on disclosure or transfer (the Leases“Records”). To the extent that any of the Records contain interpretations of Seller, Buyer agrees to rely on such interpretations at its sole risk and without any duty on the part of Seller regarding such interpretations; and (g) to the extent assignable or transferable by Seller and to the extent not used or held in connection with the Excluded Assets, all books, records, files, muniments of title, reports and similar documents and materialsProduction Imbalances, including lease records, well records, and division order records, well files, well logs, title records (including abstracts those set forth on Schedule 1.02(g) as of title, title opinions and memoranda, and title curative documents directly related to the Assets), contracts and contract files, correspondence, that directly relate to the foregoing interests in the possession of, and maintained by, Seller (collectively, the “Records”), provided, however, that Seller may retain the copies of such Records as Seller has reasonably determined may be required for existing litigation, tax, accounting and auditing purposesEffective Time.

Assets. Subject to the terms and conditions contained in this Agreement and except as set forth in Section 2.032.2, at the term “Assets” Closing, Seller hereby sells, conveys, assigns, transfers and delivers to Buyer, and/or shall cause its Affiliates to sell, convey, assign, transfer and deliver to Buyer (or in to the singular “Asset”) means extent applicable), and Buyer purchases and acquires, all of Seller's rightrights, title and interest of Seller or its Affiliates, as applicable, in and toto all of the assets, properties, interests, rights of every description, whether real, personal or mixed, tangible or intangible, owned or leased, used or otherwise employed by the Seller that are primarily related to the Compound or the Purchased Product (collectively, the “Acquired Assets”), in each case, free and clear of all Liens other than Permitted Encumbrances, which shall include: (a) the oilAssumed Contracts, gas and/or mineral leases described in Exhibit A together with including all amendments, supplements, renewals, extensions or ratifications thereof, insofar and only insofar as said leases cover of the lands and depths described in Exhibit A (collectively, the “Leases”), and all oil, gas and/or mineral leasehold interests, reversionary, back-in, net profits, carried, convertible, non-consent and overriding royalty interests, operating rights, record title and other similar interests of Seller or its Affiliates, as applicable, in the Leases (collectively, the “Subject Interests” or, singularly, a “Subject Interest”)Assumed Contracts; (b) except to the extent as may be limited by Compound, the Subject Interests or to Purchased Products and the extent used or held in connection with the Excluded Assets, all rights, privilegestitle and interests of Seller or its Affiliates, benefits and powers conferred upon Seller as holder of applicable, in the Subject Interests, with respect to (i) all rights of use and occupation of the surface of and the subsurface depths under the Subject Interests, and (ii) all rights with respect to any pooled, communitized or unitized acreage by virtue of any Subject Interest being a part thereof, including all Hydrocarbon production after the Effective Time attributable to the Subject Interests or any such pool or unit allocated to any such Subject Interestsame; (c) to the extent assignable or transferable by Seller, all easements, rights-of-way, surface leases, servitudes, permits, licenses, franchises and other estates or similar rights and privileges directly related to and to the extent used in connection with the Subject Interests, including those described or referred to in Exhibit A-1 (the “Easements”)Purchased Deliverables; (d) to the extent assignable or transferable by Seller and to the extent not used or held in connection with the Excluded Assets, all personal property, equipment, fixtures, inventory and improvements located on and used directly in connection with the Subject Interests or the Easements or with the production, treatment, sale, or disposal of oil, gas or other hydrocarbons produced from or attributable to the Subject Interests (collectively, “Hydrocarbons”), byproducts or waste produced from or attributable to the foregoing, including all wellhead equipment, pumps, pumping units, flowlines, gathering systems, piping, tanks, buildings, treatment facilities, disposal facilities, compression facilities, and other materials, supplies, equipment, facilities and machinery (collectively, “Personal Intellectual Property”); (e) all xxxxxPermits relating to or associated with the Purchased Deliverables, the Purchased Products or the Compound, in each case, to the extent not used or held in connection with the Excluded Assets, which are located on the lands covered by the Subject Interests or on lands with which the Subject Interests may have been pooled, communitized or unitized (whether producing, shut in or abandoned), including the xxxxx described in Exhibit Btransferable; (f) all rights in and under all express or implied guarantees, warranties, representations, covenants, indemnities and similar rights in favor of Seller or its Affiliates, as applicable, and any claims against suppliers, insurers or other third parties, in each case, to the extent assignable or transferable by Seller and such rights are primarily related to the extent not used or held in connection with the Excluded Assets, all contracts, warranties, agreements and other arrangements, and all express and implied rights that directly relate to the Subject Interests, the Leases Purchased Products or the Easements, including communitization, unitization or pooling agreements, production sales contracts, farmout agreements, subleases, joint venture or partnership agreements, operating agreements, service agreements, exploration agreements, transportation or gathering agreements, agreements for the sale and purchase of Hydrocarbons, the electricity contracts set forth on Schedule 2.02(f) attached hereto, but only to the extent expressly set forth on such schedule, processing agreements and other similar contracts, agreements and other arrangements (the “Contracts”), provided that "Contracts" shall not include the instruments constituting the Leases; andCompound; (g) all goodwill relating to or associated with the Acquired Assets; (h) all books and records or documents primarily relating to the extent assignable or transferable by Seller Acquired Assets (other than Tax Returns); (i) Tax Returns relating to non-income Taxes imposed on the Acquired Assets; and to the extent not used or held in connection with the Excluded Assets, all books, records, files, muniments of title, reports and similar documents and materials, including lease records, well records, and division order records, well files, well logs, title records ​ (including abstracts of title, title opinions and memoranda, and title curative documents directly related to the Assets), contracts and contract files, correspondence, that directly relate to the foregoing interests in the possession of, and maintained by, Seller (collectively, the “Records”), provided, however, that Seller may retain the copies of such Records as Seller has reasonably determined may be required for existing litigation, tax, accounting and auditing purposesj) other assets specifically identified on Schedule 2.1.

Assets. Subject to Section 2.03, the term “Assets” (or in shall mean the singular “Asset”) means all of Seller's ’s right, title and interest in the following assets of the Debtor solely to the extent relating to Seller’s interests in the fields commonly known as Xxxxxxx Lake and to:Garden Island Bay, Louisiana (the “Acquired Fields”): (a) (i) the oiloil and gas leases, gas and/or mineral leases assignments, interests in fee, in whole or in part, described in Exhibit A together with – Part 1 (Seller’s interests in such leases, including all amendmentsoverriding royalty interests, supplementsworking interests, renewalsnet profit interests, extensions and/or any other real or ratifications thereof, insofar and only insofar as said leases cover the lands and depths described in Exhibit A (personal property interest therein collectively, the “Leases”), and all oil, gas and/or mineral leasehold interests, reversionary, back-in, net profits, carried, convertible, non-consent and overriding royalty interests, operating rights, record title and other similar (ii) the interests in any units or pooled or communitized lands arising on account of the Leases having been unitized or pooled into such units or with such lands (collectivelySeller’s interests in such units, the “Subject Unit Interests” or, singularly, a “Subject Interest”); (b) except to the extent as may be limited by the Subject Interests all xxxxx on or to the extent used or held in connection with the Excluded Assets, all rights, privileges, benefits and powers conferred upon Seller as holder of the Subject Interests, with respect to (i) all rights of use and occupation of the surface of and the subsurface depths under the Subject Interests, and (ii) all rights with respect to any pooled, communitized or unitized acreage by virtue of any Subject Interest being a part thereof, including all Hydrocarbon production after the Effective Time attributable to the Subject Leases or Unit Interests, whether producing or non-producing set forth on Exhibit A-Part 2 (the “Xxxxx”, and the Leases, the Unit Interests or any such pool or unit allocated and the Xxxxx being collectively referred to any such Subject Interesthereinafter as the “Properties”); (c) all real property (the “Real Property”) owned in whole or in part by any Seller, including but not limited to those set forth on Exhibit A-Part 1. (d) all improvements, production facilities, structures, tubular goods, well equipment, lease equipment, production equipment, pipelines, inventory and all other personal property, fixtures and facilities to the extent appurtenant to or used solely in connection with the Properties, whether or not currently in use or in operating or usable condition (collectively, the “Facilities”); (e) to the extent assignable or transferable by at no additional cost to Seller, all permits, licenses, servitudes, easements, rights-of-way, surface leases, servitudes, permits, licenses, franchises fee interests and other estates or similar rights and privileges directly related to and surface use agreements to the extent used in connection with the Subject Interestsownership or operation of the Properties or the Facilities, including without limitation, those described or referred to in Exhibit A-1 A-Part 1; (f) all computers, furniture and other personal property located at the Acquired Fields, including without limitation, those described in Exhibit A – Part 4; (g) all of the Sellers’ right, title and interest to all Hydrocarbons produced from the Leases and on hand at the Closing Date, held on the Leases or in the tanks or as line fill and any accounts receivable created on or after the Effective Time from the sale of Hydrocarbons produced from the Leases and all proceeds thereof. For the avoidance of doubt, the Assets shall not include any Hydrocarbons produced and sold in the ordinary course of business prior to the Effective Time or any uncollected accounts receivable related thereto; (h) all contracts, real property leases, equipment leases, software, data and other licenses, contracts, and agreements related to the Assets (other than the Leases) all as listed in Exhibit A – Part 5 (collectively, the “EasementsContracts”); (di) all Imbalances relating to the extent assignable or transferable by Seller Properties; (j) all of those records, files, contracts, orders, agreements, permits, licenses, easements, maps, physical maps, data, schedules, reports and logs relating to the extent not used or held in connection with Assets (collectively referred to as the Excluded Assets, all personal property, equipment, fixtures, inventory and improvements located on and used directly in connection with the Subject Interests or the Easements or with the production, treatment, sale, or disposal of oil, gas or other hydrocarbons produced from or attributable to the Subject Interests (collectively, “Hydrocarbons”), byproducts or waste produced from or attributable to the foregoing, including all wellhead equipment, pumps, pumping units, flowlines, gathering systems, piping, tanks, buildings, treatment facilities, disposal facilities, compression facilities, and other materials, supplies, equipment, facilities and machinery (collectively, “Personal PropertyFiles”); (ek) all xxxxxvehicles, to the extent not used or held in connection with the Excluded Assetsboats, which are located on the lands covered by the Subject Interests or on lands with which the Subject Interests may have been pooled, communitized or unitized (whether producing, shut in or abandoned), including the xxxxx and other personal property described in Exhibit BA – Part 6. (l) all trade credits, accounts receivable, proceeds or revenues attributable to the Assets and accruing after the Effective Time; (fm) all claims and rights under contracts, supplier agreements, purchase orders, work orders, leases of equipment, machinery, production machinery, tooling and other forms of personal property, in each case relating to the Assets and which are not an Excluded Asset; (n) to the extent assignable consent has been granted or transferable by Seller waived (if consent is required), all seismic licenses, seismic data and other geological and seismic records and related technical data and information related to the Leases, including any geologic and geophysical interpretations, in each case to the extent not used (i) such licenses, data and information is currently owned and may be assigned without third party consent or held in connection with expenditures beyond tape copying costs and expenses or (ii) the Excluded AssetsBuyer desires to acquire any such license, data or information and bear the cost, if any, of assignment or transfer; (o) all contractsfiles, warranties, agreements books and other arrangements, and all express and implied rights that directly relate records of the Seller relating to the Subject Interests, Assets (but excluding the Leases or the EasementsSellers’ Retained Records), including communitizationplats, unitization or pooling agreementssurveys, maps, cross-sections, production sales contracts, farmout agreements, subleases, joint venture or partnership agreements, operating agreements, service agreements, exploration agreements, transportation or gathering agreements, agreements for the sale and purchase of Hydrocarbons, the electricity contracts set forth on Schedule 2.02(f) attached hereto, but only to the extent expressly set forth on such schedule, processing agreements and other similar contracts, agreements and other arrangements (the “Contracts”), provided that "Contracts" shall not include the instruments constituting the Leases; and (g) to the extent assignable or transferable by Seller and to the extent not used or held in connection with the Excluded Assets, all books, records, electric logs, cuttings, cores, core data, pressure data, decline and production curves, well files and related matters, division of interest records, division orders, lease files, muniments of titletitle opinions, reports and similar documents and materials, including lease records, well records, and division order records, well files, well logs, title records (including abstracts of title, title opinions curative documents, lease operating statements and memorandaall other accounting information, marketing reports, statements, gas balancing information and title curative all other documents directly relating to customers, sales information, supplier lists, records, literature and correspondence, physical maps, geologic or geophysical interpretations, electronic and physical project files (including, without limitation geologic and geophysical project files in electronic format) as set forth in the Transition Services Agreement (collectively, “Seller’s Records”); (p) all warranties, guarantees and similar rights related to the Assets), contracts including warranties and contract filesguarantees made by suppliers, correspondencemanufacturers and contractors under the Assets, that directly relate and claims against suppliers and other third parties in connection with the Contracts; (q) the Purchased Intellectual Property; (r) all the Seller’s Financial Records to the foregoing interests extent related to the Assets and exclusive of any personally identifiable information of the Seller’s employees; and (s) all claims and causes of action of Sellers asserted in Dune Energy, Inc. vs. Chevron U.S.A., Inc., Civil Action No. 2:15-cv-00309, pending in the possession of, and maintained by, Seller (collectively, United States District Court for the “Records”), provided, however, that Seller may retain the copies Eastern District of such Records as Seller has reasonably determined may be required for existing litigation, tax, accounting and auditing purposesLouisiana.

Assets. Subject to Section 2.03the terms of this Agreement, the term “Assets” (or in the singular “Asset”) means Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller, all of Seller's ’s right, title and interest in and toto the following described property (it being understood and agreed that such property shall specifically exclude the Excluded Assets (as defined below) in accordance with the terms hereof: (a) the oilreal property situated in Conway, gas and/or mineral leases Arkansas which is more particularly described in Exhibit A 1.1 (a) attached hereto together with all amendments, supplements, renewals, extensions or ratifications thereof, insofar the eighty (80) unit independent living and only insofar assisted living facility located thereon and commonly known as said leases cover the lands and depths described in Exhibit A (collectively, the “LeasesTrillium Park” (the “Facility”), ) and all oil, gas and/or mineral leasehold interests, reversionary, back-in, net profits, carried, convertible, non-consent other improvements and overriding royalty interests, operating rights, record title and other similar interests in the Leases fixtures thereon (collectively, hereinafter collectively referred to as the “Subject Interests” or, singularly, a “Subject InterestReal Property”); (b) except all equipment, computer hardware and computer software (but only to the extent as may be limited by the Subject Interests or such software is not proprietary to the extent used or held in connection with the Excluded Assets, all rights, privileges, benefits and powers conferred upon Seller as holder of the Subject Interests, with respect to (i) all rights of use and occupation of the surface of and the subsurface depths under the Subject Interests, and (ii) all rights licenses with respect to any poolednon proprietary software are, communitized or unitized acreage by virtue of any Subject Interest being a part thereofat Buyer’s election and cost, including all Hydrocarbon production after the Effective Time attributable assigned to the Subject Interests or any such pool or unit allocated to any such Subject Interest; (c) to the extent assignable or transferable by SellerBuyer at Closing), all easementsvehicles, rights-of-wayfurniture, surface leasesand fixtures, servitudesinventory, permitslinens, licensesdietary supplies, franchises housekeeping supplies, food and other estates consumable inventories owned by Seller and located at the Facility or similar rights and privileges directly related to and to the extent used in connection with the Subject Interestsoperation of the Facility, including those all of which is more particularly described or on Exhibit 1.1(b) (hereinafter collectively referred to in Exhibit A-1 (the “Easements”); (d) to the extent assignable or transferable by Seller and to the extent not used or held in connection with the Excluded Assets, all personal property, equipment, fixtures, inventory and improvements located on and used directly in connection with the Subject Interests or the Easements or with the production, treatment, sale, or disposal of oil, gas or other hydrocarbons produced from or attributable to the Subject Interests (collectively, “Hydrocarbons”), byproducts or waste produced from or attributable to the foregoing, including all wellhead equipment, pumps, pumping units, flowlines, gathering systems, piping, tanks, buildings, treatment facilities, disposal facilities, compression facilities, and other materials, supplies, equipment, facilities and machinery (collectively, as “Personal Property”); (ec) all xxxxxintangibles of Seller used in the operation of the Facility including, to without limitation, telephone numbers, all of Seller’s interest in the extent not used name “Trillium Park”, as well as any licenses, governmental approvals or held in connection with the Excluded Assets, which are located on the lands covered by the Subject Interests or on lands with which the Subject Interests may have been pooled, communitized or unitized (whether producing, shut in or abandoned), including the xxxxx described in Exhibit B; (f) permits to the extent assignable or transferable by without cost to Seller and any other rights or privileges appurtenant to the Real Property or related to the business operated thereon or thereat (hereinafter collectively referred to as “Intangibles”); (d) all leases, rental or occupancy agreements with the residents of the Facility and any amendment or modification thereto (the “Resident Leases”) and any other agreements granting any person or entity the right to use or occupy any space situated in the Facility or any portion thereof (the “Commercial Leases” and together with the Resident Leases, the “Leases”), if and to the extent not used or held Buyer agrees to assume the same in connection accordance with the Excluded Assets, terms of this Agreement (the “Assumed Leases”); (e) all resident records and files and marketing databases used in conjunction with the operation of the business conducted upon the Real Property by Seller (hereinafter collectively referred to as “Records”); (f) all contracts, warrantiesoral or written, agreements to which the Seller is a party for the Seller’s operation of the Facility, including but not limited to contract rights, equipment leases, maintenance contracts, service contracts and other arrangementscontracts, and operating or service manuals, warranties or guarantees relating to all express and implied rights that directly relate or any portion of the Real Property or any item of the Personal Property subject to the Subject Interests, the Leases or the Easements, including communitization, unitization or pooling agreements, production sales contracts, farmout agreements, subleases, joint venture or partnership agreements, operating agreements, service agreements, exploration agreements, transportation or gathering agreements, agreements for the sale and purchase of Hydrocarbons, the electricity contracts set forth on Schedule 2.02(f) attached hereto, but only to the extent expressly set forth on such schedule, processing agreements and other similar contracts, agreements and other arrangements this Agreement (the “Contracts”), provided that "if and to the extent Buyer agrees to assume the same in accordance with the terms of this Agreement (hereinafter collectively referred to as “Assumed Contracts" shall not include the instruments constituting the Leases; and”); (g) the Prepaid Rents (as defined below). The assets and property interests of Seller described in Sections 1.1(a) through 1.1(g) above being sold pursuant hereto shall hereinafter collectively be referred to the extent assignable or transferable by Seller and to the extent not used or held in connection with the Excluded Assets, all books, records, files, muniments of title, reports and similar documents and materials, including lease records, well records, and division order records, well files, well logs, title records (including abstracts of title, title opinions and memoranda, and title curative documents directly related to the Assets), contracts and contract files, correspondence, that directly relate to the foregoing interests in the possession of, and maintained by, Seller (collectively, as the “RecordsAssets”), provided, however, that Seller may retain the copies of such Records as Seller has reasonably determined may be required for existing litigation, tax, accounting and auditing purposes.

Assets. Subject to Section 2.03, the term “Assets” (or in the singular “Asset”) means all of Seller's right, title and ’s undivided interest in and to: (a) the oil, gas and/or mineral leases described in Exhibit A together with all amendments, supplements, renewals, extensions or ratifications thereof, insofar and only insofar as said leases cover the lands and depths described in Exhibit A (collectively, the “Leases”), and all oil, gas and/or mineral leasehold interests, reversionary, back-in, net profits, carried, convertible, non-consent and overriding royalty interests, mineral interests, net profits interests, production payments, operating rights, record title and other similar interests in the Leases, and each and every other kind and character of right, title, claim, and interest in and to the Leases, the lands and depths covered by the Leases along with all fee mineral, royalty and other similar non-leasehold oil, gas or mineral interests and estates in the Leases or in the lands pooled, unitized, communitized or consolidated therewith, including those described in Exhibit A (the “Lands”) and Exhibit B-1 (collectively, the “Subject Interests” or, singularly, a “Subject Interest”); (b) except to the extent as may be limited by the Subject Interests or to the extent used or held in connection with the Excluded Assets, all rights, privileges, benefits and powers conferred upon Seller as holder of the Subject Interests, with respect to (i) all rights of use and occupation of the surface of and the subsurface depths under the Subject Interests, and (ii) all rights with respect to any pooled, communitized or unitized acreage by virtue of any Subject Interest being a part thereofof a Subject Interest, including all Hydrocarbon production after the Effective Time attributable to the Subject Interests or any such pool or unit allocated to any such Subject Interest; (c) subject to the extent assignable or transferable by Sellerapplicable consents to assignment and other restrictions on transfer, all easements, rights-of-way, surface leases, servitudes, permits, licenses, franchises and other estates or similar rights and privileges directly related to and to the extent or used solely in connection with the Subject Interests, including those described or referred to in Exhibit A-1 (the “Easements”), and the surface interests described on Exhibit A-1 together with improvements thereon; (d) to the extent assignable or transferable by Seller and to the extent not used or held in connection with the Excluded Assets, all personal property, equipment, fixtures, inventory and improvements located on and used directly in connection with the Subject Interests or the Easements or with the production, treatment, sale, or disposal of oil, gas or other hydrocarbons produced from or attributable to the Subject Interests (collectively, “Hydrocarbons”), byproducts or waste produced from or attributable to the foregoing, including all wellhead equipment, pumps, pumping units, flowlines, gathering systems, piping, tanks, buildings, treatment facilities, disposal facilities, compression facilities, and other materials, supplies, equipment, facilities and machinery (collectively, “Personal Property”); (e) all xxxxx, to the extent not used or held in connection with the Excluded Assets, which are xxxxx located on the lands covered by the Subject Interests or on lands with which the Subject Interests may have been pooled, communitized or unitized (whether producing, shut in in, or abandoned), including the xxxxx described in Exhibit BB (collectively, the “Xxxxx”); (f) subject to the extent assignable or transferable by Seller applicable consents to assignment and to the extent not used or held in connection with the Excluded Assetsother restrictions on transfer, all contracts, warranties, agreements and other arrangements, and all express and implied rights that directly relate to the Subject Interests, the Leases or the Easements, including including, without limitation, communitization, unitization or pooling agreements, production sales contracts, farmout agreements, subleases, joint venture or partnership agreements, operating agreements, service agreements, exploration agreements, transportation or gathering agreements, agreements for the sale and purchase of Hydrocarbons, the electricity contracts set forth on Schedule 2.02(f) attached heretoprocessing agreements, but only to the extent expressly set forth on such schedule, processing surface use agreements and other similar contracts, agreements and other arrangements arrangements, including without limitation those described or referred to in Exhibit C (the “Contracts”), provided that "“Contracts" ” shall not include the instruments constituting the Leases; and; (g) to the extent assignable or transferable by Seller and to the extent not used or held in connection with the Excluded Assets, all books, records, files, muniments of title, reports and similar documents and materials, including lease records, well records, and division order records, well files, well logs, title records (including abstracts of title, title opinions and memoranda, and title curative documents directly related to the Assets), geological and geophysical data and information, contracts and contract files, correspondence, that directly relate to the foregoing interests in the possession of, and maintained by, Seller (collectively, the “Records”), provided, however, that Seller may retain copies of all geological and geophysical data and information and may retain the copies of such Records as Seller has reasonably determined may be required for existing litigation, tax, accounting and auditing purposes; and (h) all claims and causes of action of Seller (or Buyer, after Closing) (i) arising from acts, omissions or events related to, or damage to or destruction of, the Assets, occurring after the Effective Time; or (ii) arising after the Effective Time under or with respect to any of the Contracts (including claims for adjustments or refunds).

Assets. Subject to Section 2.031.03, the term “Assets” (or in the singular “Asset”) means shall mean all of Seller's ’s right, title and interest in and toto the following: (a) the oil, gas and/or gas, and mineral leases described in Exhibit A together with all amendments, supplements, renewals, extensions or ratifications thereof, insofar and only insofar as said leases cover the lands and depths described in Exhibit A (collectively, the “Leases”), and all any other oil, gas and/or gas, and mineral leasehold interests, reversionary, back-in, net profits, carried, convertibleoverriding royalty interest, non-consent and overriding royalty working or carried interests, operating rights, record title and other similar interests in the Leases (collectively, the “Subject Interests” or, singularly, a “Subject Interest”);, together with: (b) except to the extent as may be limited by the Subject Interests or to the extent used or held in connection with the Excluded Assets, all rights, privileges, benefits and powers conferred upon Seller as holder of the Subject Interests, with respect to (i) all rights of use and occupation of the surface of and the subsurface depths under the Subject Interests, and (ii) all rights with respect to any pooled, communitized or unitized acreage interest by virtue of any Subject Interest being a part thereof, including and (ii) all Hydrocarbon production after the Effective Time oil, gas, other liquid or gaseous hydrocarbons or combination therewith attributable to the Subject Interests or after the Effective Time, and from any such pool or unit and allocated to any such Subject InterestInterest (“Hydrocarbons”); (b) all easements, rights-of-way, servitudes, surface leases, surface use agreements and other rights or agreements related to the use of the surface and subsurface, in each case to the extent directly used in connection with the operation of the Subject Interests, including but not limited to those recorded agreements described in Exhibit B hereto (collectively, the “Surface Agreements”), together with all fixtures and improvements situated upon such real property and directly used in the operation of the Subject Interests; (c) to the extent assignable or transferable by Sellertransferable, all easements, rights-of-way, surface leases, servitudes, permits, licenses, franchises franchises, consents, approvals, and other estates or similar rights and privileges directly related to and (the “Permits”), in each case to the extent directly used in connection with the operation of the Subject Interests, including those described or referred to in Exhibit A-1 (the “Easements”); (d) to the extent assignable or transferable by Seller all real and to the extent not used or held in connection with the Excluded Assets, all personal property, and fixtures including without limitation, structures, wellhead equipment, pumps, pumping units, flowlines, gathering systems, pipe, tanks, buildings, treatment facilities, injection facilities, disposal facilities, compression facilities and other materials, supplies, and facilities, equipment, machinery, fixtures, spare parts, inventory and improvements located on and other personal property used directly in connection with the Subject Interests operation of the Assets or the Easements or in connection with the production, treatment, salecompression, gathering, transportation, sale or disposal of oil, gas or other hydrocarbons produced from or attributable to the Subject Interests (collectively, collectively the “HydrocarbonsFacilities”); and any water, byproducts or waste produced from therefrom or therewith or otherwise attributable to the foregoingthereto, including all wellhead equipment, pumps, pumping units, flowlines, gathering systems, piping, tanks, buildings, treatment facilities, disposal facilities, compression facilities, and other materials, supplies, equipment, facilities and machinery (collectively, “Personal Property”); (e) all xxxxx, to the extent not used or held in connection with the Excluded Assets, which are located xxxxx drilled on the lands covered by the Subject Interests Leases or on lands with which the Subject Interests may have been pooled, communitized pooled or unitized therewith (whether producing, shut in or abandoned, and whether for production, produced water injection or disposal, or otherwise), including the xxxxx but not limited to those described in Exhibit BC (collectively, the “Xxxxx”), (e) to the extent assignable or transferable, all rights to operations of any of the Xxxxx which are being operated by Seller, ExL Petroleum, LP (“ExL”), a contract operator affiliated with Seller, or any other agent or affiliate or Seller, will be assigned by such operating entity to Buyer or a contract operator affiliated with Buyer; (f) to the extent assignable or transferable by Seller and to the extent not used or held in connection with the Excluded Assetstransferable, all contracts, warrantiesagreements, agreements and other arrangements, and all express and implied rights that directly relate to the Subject Interests, the Leases or the Easements, including communitization, unitization or pooling agreementsequipment leases, production sales and marketing contracts, farmout agreements, subleases, joint venture or partnership and farmin agreements, operating agreements, service agreements, exploration unit agreements, gas gathering and transportation or gathering agreements, agreements for the sale equipment leases and purchase of Hydrocarbonsrental contracts, the electricity contracts set forth on Schedule 2.02(f) attached heretoservice agreements, but only to the extent expressly set forth on such schedule, processing supply agreements and other similar contracts, agreements, and arrangements and other contracts, agreements and other arrangements that directly relate to the Subject Interests or the Surface Agreements, including but not limited to those described in Exhibit D hereto (collectively, the “Contracts”), provided that "Contracts" shall not include the instruments constituting the Leases; and (g) to the extent assignable or transferable by Seller and transferable, originals (or copies to the extent that Seller or its agent or affiliate does not used or held in connection with the Excluded Assets, possess originals) of all books, records, files, muniments maps, databases, geological and geophysical data, including computer files in Seller’s possession, or in the possession of Seller’s agent or contractors and subject to retrieval by Seller, relating to the Subject Interests and/or the Xxxxx, or the maintenance or operations thereof, including, but not limited to, all title opinions, maps, drilling reports, all electronic files, data, programs and software, logs, seismic, and geophysical data, analyses and information, and all other records and data relating to the land, title, reports geological, engineering, accounting and similar documents and materialsoperational matters, including lease recordsregardless of the form of media on which it is stored, well recordsthat, and division order recordsin each case, well files, well logs, title records (including abstracts of title, title opinions and memoranda, and title curative documents directly related to the Assets), contracts and contract files, correspondence, that directly relate to the foregoing interests Subject Interests and/or the Xxxxx, which are in the possession of, and maintained by, or control of Seller (collectively, the “Records”), provided, however, that Seller may retain the copies of such Records as Seller has reasonably determined may be required for existing litigation, tax, accounting and auditing purposes.

Assets. Subject to Section 2.03, the term “Assets” (or in shall mean, less and except the singular “Asset”) means Excluded Assets, all of Seller's ’s right, title and interest in and toto the following: (a) (i) the oil, interest of the lessee under the oil and gas and/or mineral leases more particularly described in Exhibit A together with all amendments– Part 1 (Seller’s interests in such leases, supplements, renewals, extensions or ratifications thereof, insofar and only insofar as said leases cover the lands and depths described in Exhibit A (collectively, the “Leases”), and all oil, gas and/or (ii) the mineral leasehold fee interests, reversionaryroyalty interests, back-in, net profits, carried, convertible, non-consent and overriding royalty interests, operating rightsproduction payments, record title net profits interests, carried interests and other similar reversionary interests described in Exhibit A – Part 1 and/or relating to the lands described in any instrument described in Exhibit A – Part 1 (Seller’s interests in the Leases (collectivelyforegoing, the “Subject Mineral Interests” or”) and (iii) the interests in any units arising on account of the Leases or Mineral Interests having been pooled or unitized into such units (Seller’s interests in such units, singularly, a the “Subject InterestUnit Interests”); (b) except to the extent as may be limited by the Subject Interests all existing oil and gas xxxxx on or to the extent used or held in connection with the Excluded Assets, all rights, privileges, benefits and powers conferred upon Seller as holder of the Subject Interests, with respect to (i) all rights of use and occupation of the surface of and the subsurface depths under the Subject Interests, and (ii) all rights with respect to any pooled, communitized or unitized acreage by virtue of any Subject Interest being a part thereof, including all Hydrocarbon production after the Effective Time attributable to the Subject Leases, Mineral Interests or any Unit Interests (Seller’s interests in such pool or unit allocated xxxxx, including the xxxxx set forth on Exhibit A – Part 2, being collectively referred to any such Subject Interestas the “Xxxxx”) (the Leases, the Mineral Interests, the Unit Interests and the Xxxxx being collectively referred to as the “Properties”); (c) all production facilities, structures, tubular goods, well equipment (including SCADA or other equipment allowing or facilities remote monitoring of the Xxxxx), lease equipment, production equipment, pipelines, inventory and all other personal property, fixtures and facilities to the extent assignable appurtenant to, located on, or transferable by Seller, all easements, rights-of-way, surface leases, servitudes, permits, licenses, franchises and other estates or similar rights and privileges directly related to and to the extent used primarily in connection with with, the Subject InterestsProperties including the equipment and rolling stock set forth on Exhibit A – Part 1(collectively, including those described or referred to in Exhibit A-1 (the “EasementsFacilities”); (d) to the extent assignable or transferable by Seller transferable, all permits, licenses, servitudes, easements, rights-of-way, surface fee tracts and other surface use agreements to the extent not used or held for use in connection with the Excluded Assets, all personal property, equipment, fixtures, inventory and improvements located on and used directly in connection with ownership or operation of the Subject Interests Properties or the Easements or with Facilities, including those described in Exhibit A – Part 1; (e) the production, treatment, sale, or disposal of oil, gas or other hydrocarbons Hydrocarbons produced from or attributable to the Subject Interests (collectively, “Hydrocarbons”), byproducts or waste produced Properties from or attributable to and after the foregoing, including all wellhead equipment, pumps, pumping units, flowlines, gathering systems, piping, tanks, buildings, treatment facilities, disposal facilities, compression facilities, and other materials, supplies, equipment, facilities and machinery (collectively, “Personal Property”); (e) all xxxxx, to the extent not used or held in connection with the Excluded Assets, which are located on the lands covered by the Subject Interests or on lands with which the Subject Interests may have been pooled, communitized or unitized (whether producing, shut in or abandoned), including the xxxxx described in Exhibit BEffective Time; (f) to the extent assignable or transferable by Seller transferable, all contracts and agreements to the extent not used or held in connection with related to the Excluded Assets, all contractsincluding the contracts and agreements listed in Exhibit A – Part 3 (collectively, warranties, agreements and other arrangements, and all express and implied rights that directly relate to the Subject Interests, the Leases or the Easements, including communitization, unitization or pooling agreements, production sales contracts, farmout agreements, subleases, joint venture or partnership agreements, operating agreements, service agreements, exploration agreements, transportation or gathering agreements, agreements for the sale and purchase of Hydrocarbons, the electricity contracts set forth on Schedule 2.02(f) attached hereto, but only to the extent expressly set forth on such schedule, processing agreements and other similar contracts, agreements and other arrangements (the “Contracts”), provided that "Contracts" shall not include the instruments constituting the Leases; and; (g) all Imbalances relating to the extent assignable or transferable by Seller and to the extent not used or held in connection with the Excluded Assets, Properties; (h) all books, records, files (including Lease files, Well files, division order files, accounting files and gas sales, gathering and processing files), muniments of title, title opinions, reports and similar documents and materialsmaterials held and used solely in connection with the Properties, including lease recordsthe Facilities and/or the Contracts (and copies of such items used in connection with the Properties, well recordsthe Facilities and/or the Contracts, and division order recordsbut not solely in connection with the Properties, well filesthe Facilities and/or the Contracts), well logs, title records (including abstracts but excluding any of title, title opinions and memoranda, and title curative documents directly related the foregoing to the Assets)extent that (i) transfer is restricted by third-party agreement or applicable Law and (ii) Seller is unable to obtain, contracts and contract filesusing commercially reasonable efforts, correspondence, that directly relate to the foregoing interests in the possession a waiver of, and maintained byor otherwise satisfy, such transfer restriction (provided that Seller shall not be required to, but shall offer Buyer the opportunity to, provide consideration or undertake obligations to or for the benefit of the holders of such rights in order to obtain any necessary consent or waiver of such transfer restriction) (subject to such exclusion, collectively, the “RecordsFiles”); all other books, providedrecords, howeverfiles and documents, that Seller may retain including electronic data and information some of which is stored on the Hartville servers (including, without limitation, any and all geological and geophysical information regarding the Seller’s assets and operations in Pennsylvania, including information regarding its Xxxxxxxxx Xxxxx leases and prospects) of the Company kept at or stored by personnel in the Company’s Hartville, Ohio, Ravenna or Waynesburg offices shall be the “Retained Files”); (i) all Well logs, gravitational data and geological, 2D and/or 3D seismic and other geophysical data, information maps, interpretations and schematics attributable to the Properties (and copies of such Records as items if attributable to the Properties but not solely attributable to the Properties), to the extent that Seller has reasonably determined may the right to transfer same to Buyer without the payment of any fee, penalty or other consideration unless Buyer agrees to pay any such fee, penalty or other consideration for such transfer but excluding any of the foregoing to the extent that (i) transfer is restricted by third party agreement or applicable Law and (ii) Seller is unable to obtain, using commercially reasonable efforts, a waiver of, or otherwise satisfy, such transfer restriction (provided that Seller shall not be required to, but shall offer Buyer the opportunity to, provide consideration or undertake obligations to or for existing litigationthe benefit of the holders of such rights in order to obtain any necessary consent or waiver of such transfer restriction); and, (j) The building and land described as located at 000 Xxxxx Xxxxx 00, taxXxxxxxxxx, accounting Xxxx 00000 (commonly referred to as the Hartville, Ohio office, the building and auditing purposesland at 0000 Xxxxx Xxxxx 00, Xxxxxxx, Xxxx 00000 (commonly referred to as the Ravenna office) and the building and land at 0000 Xxxxxxx Xxxx, S.E., Waynesburg, Ohio 44688 (commonly referred to as the Waynesburg office and the furniture, fixtures, office equipment, two way radio systems and the license(s) thereto except any and all files and documents concerning the Company and transactions engaged in or entered into by the Company (the “Buildings”); The Parties recognize that the intent of this Agreement is for Seller to convey to Buyer all of Seller’s right, title and interest in all of the oil and gas xxxxx owned by Seller in the States of Ohio and Michigan and certain oil and gas assets in Pennsylvania together with all of Seller’s rights in the properties associated with such oil and gas xxxxx and the Parties agree that all such properties are included within the definition of Assets, as such term is used in this Agreement, save and except the oil and gas leases owned by the Company in (i) Belmont and Jefferson Counties, Ohio on which there are no producing xxxxx and (ii) Columbiana County, Ohio (the “Retained Leases”) provided that Buyer shall receive a well bore assignment of the currently producing Xxxxx on the Retained Leases in Columbiana County, Ohio limited to the currently producing reservoir.

Assets. Subject to Section 2.031.03, the term “"Assets” " shall mean: (or in the singular “Asset”a) means all An undivided 50% of Seller's right, title and interest in and to: (a) to all of the oil, gas and/or and mineral leases leases, and the leasehold estates created thereby, and any other real property interests described in Exhibit A together with all amendmentsA-1 (such interest in such leases, supplements, renewals, extensions or ratifications thereof, insofar estates and only insofar property being collectively referred to as said leases cover the lands and depths described in Exhibit A (collectively, the “Leases”), and all oil, gas and/or mineral leasehold interests, reversionary, back-in, net profits, carried, convertible, non-consent and overriding royalty interests, operating rights, record title and other similar interests in the Leases (collectively, the “Subject Interests” or, singularly, a “Subject Interest”"Riceville Properties"); (b) except All of Seller's right, title and interest in and to all of the oil, gas and mineral leases, and the leasehold estates created thereby, and any other real property interests described in Exhibit A-2 (collectively, the "Non-Riceville Properties") (the Riceville Properties and Non-Riceville Properties are hereafter referred to collectively as the "Properties" or individually as a "Property"); (c) All of Seller's right, title and interest in and to the extent as may be limited by the Subject Interests or to the extent used or held in connection with the Excluded Assets, all rights, privileges, benefits and powers conferred upon Seller as holder of the Subject Interests, with respect to following: (i) all rights of with respect to the use and occupation of the surface of and the subsurface depths under related to the Subject Interests, and Properties; (ii) all rights with respect to any pooled, communitized or unitized acreage by virtue of any Subject Interest Property being a part thereof, including all Hydrocarbon production after the Effective Time attributable to the Subject Interests or any from such pool or unit allocated to any such Subject Interest; Property, and all interests in any xxxxx within any unit or pool allocated to any such Property; (ciii) all personal and movable property, equipment, fixtures and improvements to the extent assignable now or transferable by Seller, all easements, rights-of-way, surface leases, servitudes, permits, licenses, franchises and other estates as of the Closing Date (as hereinafter defined) allocable to or similar rights and privileges directly related to and to the extent used in connection with the Subject Interestsexploration, including those described development or referred to in Exhibit A-1 operation of the Properties; (the “Easements”); (div) all contracts, agreements, leases and other arrangements to the extent assignable or transferable by Seller and related to the extent not used or held in connection with the Excluded Assets, all personal property, equipment, fixtures, inventory and improvements located on and used directly in connection with the Subject Interests or the Easements or with the production, treatment, sale, or disposal of oil, gas or other hydrocarbons produced from or attributable to the Subject Interests Properties; (collectively, “Hydrocarbons”), byproducts or waste produced from or attributable to the foregoing, including all wellhead equipment, pumps, pumping units, flowlines, gathering systems, piping, tanks, buildings, treatment facilities, disposal facilities, compression facilities, and other materials, supplies, equipment, facilities and machinery (collectively, “Personal Property”); (ev) all xxxxxnon-confidential and non-proprietary, to the extent not used or held in connection with the Excluded Assets, which are located on the lands covered by the Subject Interests or on lands with which the Subject Interests may have been pooled, communitized or unitized (whether producing, shut in or abandoned), including the xxxxx described in Exhibit B; (f) to the extent assignable or transferable by Seller and to the extent not used or held in connection with the Excluded Assets, all contracts, warranties, agreements and other arrangements, and all express and implied rights that directly relate to the Subject Interests, the Leases or the Easements, including communitization, unitization or pooling agreements, production sales contracts, farmout agreements, subleases, joint venture or partnership agreements, operating agreements, service agreements, exploration agreements, transportation or gathering agreements, agreements for the sale and purchase of Hydrocarbons, the electricity contracts set forth on Schedule 2.02(f) attached hereto, but only to the extent expressly set forth on such schedule, processing agreements and other similar contracts, agreements and other arrangements (the “Contracts”), provided that "Contracts" shall not include the instruments constituting the Leases; and (g) to the extent assignable or transferable by Seller and to the extent not used or held in connection with the Excluded Assets, all books, records, files, muniments of title, reports and similar documents and materialsmaterials to the extent related to the Non-Riceville Properties; (vi) copies of all non-confidential and non-proprietary, including lease books, records, well records, and division order records, well files, well logs, title records (including abstracts muniments of title, title opinions reports and memoranda, similar documents and title curative documents directly materials to the extent related to the Assets), contracts Riceville Properties; and contract files, correspondence, that directly relate (vii) all geologic and non-proprietary seismic or other geophysical data to the foregoing interests in the possession of, and maintained by, Seller (collectively, the “Records”), provided, however, extent that Seller may retain has the copies right to transfer same to Buyer and that Buyer has the right to use same, without the consent of such Records as Seller has reasonably determined may be required for existing litigationany other person and without the payment of any fee, tax, accounting and auditing purposespenalty or other consideration to the extent related to the Properties.

Assets. Subject to Section 2.03, the term “Assets” (or in the singular “Asset”) means all of Seller's ’s right, title and interest in and to: (a) the oil, gas and/or or mineral leases described in Exhibit A together with all amendmentsA-1, supplements, renewals, extensions or ratifications thereof, insofar and only insofar as said leases cover the lands and depths described in Exhibit A A-1, and any other oil, gas, or mineral lease on which any of the Xxxxx described in Exhibit B are located or that are pooled or unitized with any of the oil, gas or mineral leases described in Exhibit A-1 or any Xxxxx described in Exhibit B (collectively, the “Leases”), and all oil, gas and/or mineral leasehold interests, reversionarytenements, back-inhereditaments, and appurtenances belonging to or derived from the Leases, including royalty interests, overriding royalty interests, net profits, carried, convertible, non-consent and overriding royalty profits interests, operating rights, record title and other similar interests in the Leases Leases, subject to any depth restrictions described on Exhibit A-1 (collectively, the “Subject Interests” or, singularly, a “Subject Interest”); (b) the fee mineral interests described in Exhibit A-2 (collectively, “Mineral Interests”); (c) except to the extent as may be limited by the Subject Interests or to the extent used or held in connection with the Excluded AssetsInterests, all rights, privileges, benefits and powers conferred upon Seller as holder of the Subject Interests, with respect to (i) all rights of use and occupation of the surface of and the subsurface depths under the Subject Interests, and ; (ii) all rights with respect to any pooled, communitized or unitized acreage by virtue of any Subject Interest being a part thereof, including all Hydrocarbon production after the Effective Time attributable to the Subject Interests or any such pool or unit allocated to any such Subject Interest; (cd) to the extent assignable or transferable by Seller, all easements, rights-of-way, surface leases, servitudes, permits, licenses, franchises and other estates or similar rights and privileges directly related to and to the extent or used in connection with the Subject Interests, including those described or referred to in Exhibit A-1 A-3 (the “Easements”); (de) to the extent assignable or transferable by Seller and to the extent not used or held in connection with the Excluded AssetsSeller, all tangible personal property, equipment, fixtures, inventory and improvements located on and used directly in connection with the Subject Interests or the Easements or with the production, treatment, sale, or disposal of oil, gas or other hydrocarbons produced from or attributable to the Subject Interests (collectively, “Hydrocarbons”), byproducts or waste produced from or attributable to the foregoing, including the personal property, equipment, and inventory described in Exhibit A-4 and all other wellhead equipment, pumps, pumping units, flowlines, gathering systems, piping, tanks, buildings, treatment facilities, disposal facilities, compression facilities, and other materials, supplies, equipment, facilities and machinery (collectively, “Personal Property”); (ef) all xxxxx, to the extent not used or held in connection with the Excluded Assets, which are xxxxx located on the lands covered by the Subject Interests or on lands with which the Subject Interests may have been pooled, communitized or unitized (whether producing, shut in or abandoned), including any oil, gas, water, disposal, injection, temporarily abandoned, permanently abandoned xxxxx, any xxxxx of any kind of every nature and kind, including the xxxxx described in Exhibit BB (collectively, “Xxxxx”); (fg) to the extent assignable or transferable by Seller and to the extent not used or held in connection with the Excluded AssetsSeller, all contracts, warranties, agreements and other arrangements, and all express and implied rights arising under such matters, that directly relate to the Subject Interests, the Leases or the Easementsassets and interests described in Section 2.02(a) through Section 2.02(f), including communitization, unitization or pooling agreements, production sales contracts, farmout or farmin agreements, subleases, joint venture or partnership agreements, operating agreements, service agreements, exploration agreements, transportation or gathering agreements, agreements for and the sale and purchase of Hydrocarbons, the electricity contracts set forth on Schedule 2.02(f) attached hereto, but only to the extent expressly set forth on such schedule, processing agreements and other similar contracts, agreements and other arrangements arrangements, including those described or referred to in Exhibit C (the “Contracts”); (h) all third-party seismic data relating to the Assets, except for any such data which may not be transferred without the consent of or payment to a third party, or which the disclosure of would violate a confidentiality agreement or similar arrangement with a third party; provided that "Contracts" Seller shall not include request consents or waivers from counterparties to the instruments constituting the Leases; andextent requested by Buyer and pay any required fees if requested by Buyer and paid by Buyer; (gi) to the extent assignable or transferable by Seller and to the extent not used or held in connection with the Excluded AssetsSeller, all books, records, files, muniments of title, reports and similar documents and materials, including lease records, well records, and division order records, well filesfiles (including information related to current production allocation methodology and factors), well logs, reports on core data, pressure data, title records (including abstracts of title, title opinions and memoranda, and title curative documents directly related to the Assets), contracts and contract files, correspondence, that directly relate to the foregoing interests in the possession of, and maintained by, Seller (collectively, the “Records”); and (j) to the extent (and only to the extent) related to the Assumed Obligations and not related to a Loss for which Seller is obligated to indemnify the Buyer Indemnitees under Section 16.04, providedand only to the extent assignable or transferable by Seller without additional expense (unless Buyer agrees in writing to pay such additional expense), howeverany net insurance or condemnation proceeds received by Seller from a third party, that Seller may retain in each case, from acts, omissions, or events related to, or damage to or destruction of, the copies of such Records as Seller has reasonably determined may be required for existing litigation, tax, accounting and auditing purposesAssets.

Assets. Subject to Section 2.03, the term “Assets” (or in the singular “Asset”) means all of Seller's ’s right, title and interest in and to: (a) the oil, gas and/or mineral leases described in Exhibit A together with all amendmentsA, supplements, renewals, extensions or ratifications thereof, insofar and only insofar as said leases cover the lands and depths covered thereby, including but not limited to the lands described in Exhibit A (collectively, the “Leases”), and all oil, gas and/or mineral leasehold interests, reversionary, back-in, net profits, carried, convertible, non-consent and overriding royalty interests, operating rights, record title and other similar interests in the Leases (collectively, the “Subject Interests” or, singularly, a “Subject Interest”), except those overriding royalty interests expressly excluded under Section 2.03(b) of this Agreement; (b) except to the extent as may be limited by the Subject Interests or to the extent used or held in connection with the Excluded AssetsInterests, all rights, privileges, benefits and powers conferred upon Seller as holder of the Subject Interests, with respect to (i) all rights of use and occupation of the surface of and the subsurface depths under the Subject Interests, and ; (ii) all rights with respect to any pooled, communitized or unitized acreage by virtue of any Subject Interest being a part thereof, including all Hydrocarbon production after the Effective Time attributable to the Subject Interests or any such pool or unit allocated to any such Subject Interest; (c) to the extent assignable or transferable by Seller, all easements, rights-of-way, surface leases, servitudes, permits, licenses, franchises and other estates or similar rights and privileges directly related to and to the extent or used in connection with the Subject Interests, including without limitation those described or referred to in Exhibit A-1 C-1 (the “Easements”); (d) to the extent assignable or transferable by Seller and to the extent not used or held in connection with the Excluded AssetsSeller, (i) all personal property, equipment, fixtures, inventory and improvements located on and used directly in connection with the Subject Interests or the Easements or with the production, treatment, sale, or disposal of oil, gas or other hydrocarbons produced from or attributable to the Subject Interests (collectively, “Hydrocarbons”), byproducts or waste produced from or attributable to the foregoing, including all wellhead equipment, pumps, pumping units, flowlines, gathering systems, piping, tanks, buildings, treatment facilities, disposal facilities, compression facilities, and other materials, supplies, equipment, facilities and machinery and (collectivelyii) the equipment identified at Exhibit C-2 (clause (ii) being referred to herein as the “Specified Equipment”, and together with clause (i), the “Personal Property”); (e) all xxxxx, to the extent not used or held in connection with the Excluded Assets, which are xxxxx located on the lands covered by the Subject Interests or on lands with which the Subject Interests may have been pooled, communitized or unitized (whether producing, shut in or abandoned), including the xxxxx described in Exhibit B;been (f) to the extent assignable or transferable by Seller and to the extent not used or held in connection with the Excluded AssetsSeller, all contracts, warranties, agreements and other arrangements, and all express and implied rights that directly relate to the Subject Interests, the Leases or the Easements, including communitization, unitization or pooling agreements, production sales contracts, farmout agreements, subleases, joint venture or partnership agreements, operating agreements, service agreements, exploration agreements, transportation or gathering agreements, agreements for the sale and purchase of Hydrocarbons, the electricity contracts set forth on Schedule 2.02(f) attached hereto, but only to the extent expressly set forth on such schedule, processing agreements and other similar the contracts, agreements and other arrangements arrangements, including without limitation those described or referred to in Exhibit D (the “Contracts”), provided that "Contracts" shall not include the instruments constituting the Leases; and (g) to the extent assignable or transferable by Seller and to the extent not used or held in connection with the Excluded AssetsSeller, all books, records, files, muniments of title, reports and similar documents and materials, including lease records, well records, and division order records, well files, well logs, title records (including abstracts of title, title opinions and memoranda, and title curative documents directly related to the Assets), contracts and contract files, correspondence, that directly relate to the foregoing interests in the possession of, and maintained by, Seller (collectively, the “Records”), provided, however, that Seller may retain the copies of such Records as Seller has reasonably determined may be required for existing litigation, tax, accounting and auditing purposes.