Common use of Assignment of Assets Clause in Contracts

Assignment of Assets. Effective as of the Effective Time, Assignor does hereby forever GRANT, BARGAIN, SELL, CONVEY, ASSIGN, TRANSFER, SET OVER AND DELIVER unto Assignee all of its right, title and interest in and to all properties and assets of Assignor, including all properties and assets described in Section 1.1(a) through Section 1.1(m) below that are owned or held by Assignor (collectively, the “Assets”): (a) all oil and gas leases, (collectively, the “Leases”), together with any and all other rights, titles and interests of Assignor in and to (i) the leasehold estates created thereby and (ii) the lands covered by the Leases or included in units with which the Leases may have been pooled or unitized (the “Lands”), including in each case, fee interests, royalty interests, overriding royalty interests, production payments, net profits interests, carried interests, reversionary interests and all other interests of any kind or character; (b) all oil, gas, water, disposal or injection xxxxx located on the Leases and the Lands or on other leases or lands with which the Leases and/or the Lands may have been pooled or unitized (collectively, the “Xxxxx”), and all Hydrocarbons produced therefrom or allocated thereto (the Leases, the Lands and the Xxxxx being collectively referred to hereinafter as the “Properties”); (c) all rights and interests in, under or derived from all unitization and pooling agreements in effect with respect to the Properties and the units created thereby which accrue or are attributable to the interests of Assignor in the Properties; (d) all Contracts; (e) all permits, licenses, servitudes, easements, rights-of-way and other surface agreements (the “Easements”); (f) all equipment, machinery, fixtures, and other real, personal and mixed property, operational and nonoperational, known or unknown, located on the Properties or the other Assets described above or used or held for use primarily in connection with the Properties or other Assets described above, including well equipment, casing, rods, tanks, boilers, buildings, tubing, pumps, motors, fixtures, machinery, compression equipment, flow lines, pipelines, gathering systems, processing and separation facilities, structures, materials and other items (“Personal Property”); (g) all Imbalances; (h) all geophysical and other seismic and related technical data and information relating to the Assets, including any geologic and geophysical interpretations (collectively, the “Seismic Data and Information”); (i) all of the rights, titles and interests of Assignor in and to all of the files, records, information and data, whether written or electronically stored, relating solely to the Assets, including: (i) land and title records (including abstracts of title, title opinions and title curative documents); (ii) contract files; (iii) correspondence; (iv) maps, engineering data and reports; (v) log books and operating data; and (vi) facility and well records (“Records”); provided, however, that Assignor shall have the right to retain copies of any or all such Records; (j) all claims and causes of action and all proceeds arising from such claims and causes of action, including any settlements thereof; (k) all audit rights; (l) all proceeds, accounts receivable, income, revenues, cash, cash equivalents, bonds and security therefor and monies owned or held by Assignor or attributable to the Assets, including all amounts owed to Assignor by Assignee or its Affiliates or held by Assignee or its Affiliates for the benefit of Assignor; and (m) any amounts held in suspense by Assignor or any other party (including Assignee and its Affiliates) on Assignor’s behalf.

Assignment of Assets. Effective Seller hereby contributes, assigns, conveys and transfers to Split-Off Subsidiary, and Split-Off Subsidiary hereby receives, acquires and accepts, all assets and properties of Seller as of the Effective Time, Assignor does hereby forever GRANTincluding but not limited to the following, BARGAIN, SELL, CONVEY, ASSIGN, TRANSFER, SET OVER AND DELIVER unto Assignee but excluding in all of its cases (i) the right, title and interest in and to all properties and assets of AssignorSeller in, including all properties to and assets described in Section 1.1(aunder the Transaction Documentation and (ii) through Section 1.1(m) below that are owned or held by Assignor (collectivelythe capital stock of InVivo, the “Assets”):Acquisition Subsidiary and Split-Off Subsidiary: (a) all oil cash and gas leases, (collectively, the “Leases”), together with any and all other rights, titles and interests of Assignor in and to (i) the leasehold estates created thereby and (ii) the lands covered by the Leases or included in units with which the Leases may have been pooled or unitized (the “Lands”), including in each case, fee interests, royalty interests, overriding royalty interests, production payments, net profits interests, carried interests, reversionary interests and all other interests of any kind or charactercash equivalents; (b) all oil, gas, water, disposal or injection xxxxx located on the Leases and the Lands or on other leases or lands with which the Leases and/or the Lands may have been pooled or unitized (collectively, the “Xxxxx”), and all Hydrocarbons produced therefrom or allocated thereto (the Leases, the Lands and the Xxxxx being collectively referred to hereinafter as the “Properties”)accounts receivable; (c) all rights inventories of raw materials, work in process, parts, supplies and interests in, under or derived from all unitization and pooling agreements in effect with respect to the Properties and the units created thereby which accrue or are attributable to the interests of Assignor in the Propertiesfinished products; (d) all Contractsof Seller’s rights, title and interests in, to and under all contracts, agreements, leases, licenses (including software licenses), supply agreements, consulting agreements, commitments, purchase orders, customer orders and work orders, and including all of Seller’s rights thereunder to use and possess equipment provided by third parties, and all representations, warranties, covenants and guarantees related to the foregoing (provided that to the extent any of the foregoing or any claim or right or benefit arising thereunder or resulting therefrom is not assignable by its terms, or the assignment thereof shall require the consent or approval of another party thereto, this Agreement shall not constitute an assignment thereof if an attempted assignment would be in violation of the terms thereof or if such consent is not obtained prior to the Effective Time, and in lieu thereof Seller shall reasonably cooperate with Split-Off Subsidiary in any reasonable arrangement designed to provide Split-Off Subsidiary the benefits thereunder or any claim or right arising thereunder); (e) all permitsintellectual property, licensesincluding but not limited to issued patents, servitudespatent applications (whether or not patents are issued thereon and whether modified, easementswithdrawn or resubmitted), rightsunpatented inventions, product designs, copyrights (whether registered or unregistered), know-of-way how, technology, trade secrets, technical information, notebooks, drawings, software, computer coding (both object and other surface agreements (source) and all documentation, manuals and drawings related thereto, trademarks or service marks and applications therefor, unregistered trademarks or service marks, trade names, logos and icons and all rights to xxx or recover for the “Easements”)infringement or misappropriation thereof; (f) all fixed assets, including but not limited to the machinery, equipment, machineryfurniture, fixturesvehicles, office equipment and other real, tangible personal and mixed property, operational and nonoperational, known property owned or unknown, located on the Properties or the other Assets described above or used or held for use primarily in connection with the Properties or other Assets described above, including well equipment, casing, rods, tanks, boilers, buildings, tubing, pumps, motors, fixtures, machinery, compression equipment, flow lines, pipelines, gathering systems, processing and separation facilities, structures, materials and other items (“Personal Property”)leased by Seller; (g) all Imbalances;customer lists, business records, customer records and files, customer financial records, and all other files and information related to customers, all customer proposals, all open service agreements with customers and all uncompleted customer contracts and agreements; and (h) all geophysical and other seismic and related technical data and information relating to the Assetsextent legally assignable, including any geologic all licenses, permits, certificates, approvals and geophysical interpretations (collectivelyauthorizations issued by Governmental Entities and necessary to own, lease or operate the “Seismic Data assets and Information”); (i) properties of Seller and to conduct Seller’s business as it is presently conducted; all of the rights, titles and interests of Assignor in and foregoing being referred to all of herein as the files, records, information and data, whether written or electronically stored, relating solely to the “Assigned Assets, including: (i) land and title records (including abstracts of title, title opinions and title curative documents); (ii) contract files; (iii) correspondence; (iv) maps, engineering data and reports; (v) log books and operating data; and (vi) facility and well records (“Records.”); provided, however, that Assignor shall have the right to retain copies of any or all such Records; (j) all claims and causes of action and all proceeds arising from such claims and causes of action, including any settlements thereof; (k) all audit rights; (l) all proceeds, accounts receivable, income, revenues, cash, cash equivalents, bonds and security therefor and monies owned or held by Assignor or attributable to the Assets, including all amounts owed to Assignor by Assignee or its Affiliates or held by Assignee or its Affiliates for the benefit of Assignor; and (m) any amounts held in suspense by Assignor or any other party (including Assignee and its Affiliates) on Assignor’s behalf.

Assignment of Assets. Effective Seller hereby contributes, assigns, conveys and transfers to Split-Off Subsidiary, and Split-Off Subsidiary hereby receives, acquires and accepts, all assets and properties of Seller as of the Closing Date (as defined below) immediately after giving effect to the Merger at the Effective Time, Assignor does hereby forever GRANTincluding but not limited to the following, BARGAIN, SELL, CONVEY, ASSIGN, TRANSFER, SET OVER AND DELIVER unto Assignee but excluding in all of its cases (i) the right, title and interest in and to all properties and assets of AssignorSeller in, including all properties to and assets described in Section 1.1(aunder the Transaction Documents), and (ii) through Section 1.1(m) below that are owned or held by Assignor (collectively, the “Assets”):capital stock of PrivateCo and Split-Off Subsidiary: (a) all oil pre-Merger cash and gas leases, (collectively, the “Leases”), together with any and all other rights, titles and interests of Assignor in and to (i) the leasehold estates created thereby and (ii) the lands covered by the Leases or included in units with which the Leases may have been pooled or unitized (the “Lands”), including in each case, fee interests, royalty interests, overriding royalty interests, production payments, net profits interests, carried interests, reversionary interests and all other interests of any kind or charactercash equivalents; (b) all oil, gas, water, disposal or injection xxxxx located on the Leases and the Lands or on other leases or lands with which the Leases and/or the Lands may have been pooled or unitized (collectively, the “Xxxxx”), and all Hydrocarbons produced therefrom or allocated thereto (the Leases, the Lands and the Xxxxx being collectively referred to hereinafter as the “Properties”)pre-Merger accounts receivable; (c) all rights pre-Merger inventories of raw materials, work in process, parts, supplies and interests in, under or derived from all unitization and pooling agreements in effect with respect to the Properties and the units created thereby which accrue or are attributable to the interests of Assignor in the Propertiesfinished products; (d) all Contractsright, title and interest, of record, beneficial or otherwise, in and to and stock, membership interests, partnership interests or other equity or ownership interests in any corporation, limited liability company, partnership or other entity, and all bonds, debentures, notes or other securities; (e) all permitsof Seller’s rights, title and interests in, to and under all contracts, agreements, leases, licenses (including software licenses), servitudessupply agreements, easementsconsulting agreements, rightscommitments, purchase orders, customer orders and work orders, and including all of Seller’s rights thereunder to use and possess equipment provided by third parties, and all representations, warranties, covenants and guarantees related to the foregoing (provided that, to the extent any of the foregoing or any claim or right or benefit arising thereunder or resulting therefrom is not assignable by its terms or the assignment thereof shall require the consent or approval of another party thereto, this Agreement shall not constitute an assignment thereof if an attempted assignment would be in violation of the terms thereof or if such consent is not obtained prior to the Effective Time, and in lieu thereof Seller shall reasonably cooperate with Split-ofOff Subsidiary in any reasonable arrangement designed to provide Split-way and other surface agreements (Off Subsidiary the “Easements”benefits thereunder or any claim or right arising thereunder); (f) all equipment, machinery, fixtures, and other real, personal and mixed intellectual property, operational including but not limited to issued patents, patent applications (whether or not patents are issued thereon and nonoperationalwhether modified, known withdrawn or unknownresubmitted), located on unpatented inventions, product designs, copyrights (whether registered or unregistered), know-how, technology, trade secrets, technical information, notebooks, drawings, software, computer coding (both object and source) and all documentation, manuals and drawings related thereto, trademarks or service marks and applications therefor, unregistered trademarks or service marks, trade names, logos and icons and all rights to xxx or recover for the Properties infringement or the other Assets described above or used or held for use primarily in connection with the Properties or other Assets described above, including well equipment, casing, rods, tanks, boilers, buildings, tubing, pumps, motors, fixtures, machinery, compression equipment, flow lines, pipelines, gathering systems, processing and separation facilities, structures, materials and other items (“Personal Property”)misappropriation thereof; (g) all Imbalancesfixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by Seller; (h) all geophysical customer lists, business records, customer records and files, customer financial records, and all other seismic and related technical data files and information relating related to the Assetscustomers, including any geologic all customer proposals, all open service agreements with customers and geophysical interpretations (collectively, the “Seismic Data all uncompleted customer contracts and Information”);agreements; and (i) to the extent legally assignable, all licenses, permits, certificates, approvals and authorizations issued by Governmental Entities and necessary to own, lease or operate the assets and properties of Seller and to conduct Seller’s business as it is presently conducted; all of the rights, titles and interests of Assignor in and foregoing being referred to all of herein as the files, records, information and data, whether written or electronically stored, relating solely to the “Assigned Assets, including: (i) land and title records (including abstracts of title, title opinions and title curative documents); (ii) contract files; (iii) correspondence; (iv) maps, engineering data and reports; (v) log books and operating data; and (vi) facility and well records (“Records.”); provided, however, that Assignor shall have the right to retain copies of any or all such Records; (j) all claims and causes of action and all proceeds arising from such claims and causes of action, including any settlements thereof; (k) all audit rights; (l) all proceeds, accounts receivable, income, revenues, cash, cash equivalents, bonds and security therefor and monies owned or held by Assignor or attributable to the Assets, including all amounts owed to Assignor by Assignee or its Affiliates or held by Assignee or its Affiliates for the benefit of Assignor; and (m) any amounts held in suspense by Assignor or any other party (including Assignee and its Affiliates) on Assignor’s behalf.

Assignment of Assets. Effective Seller hereby contributes, assigns, conveys and transfers to Split-Off Subsidiary, and Split-Off Subsidiary hereby receives, acquires and accepts, all assets and properties of Seller as of the Closing Date (as defined below) immediately prior to the Effective TimeTime (as defined in the Merger Agreement), Assignor does hereby forever GRANTincluding but not limited to the following, BARGAIN, SELL, CONVEY, ASSIGN, TRANSFER, SET OVER AND DELIVER unto Assignee but excluding in all of its cases (i) the right, title and interest in and to all properties and assets of AssignorSeller in, including to and under the Merger Agreement and all properties other agreements and assets described in Section 1.1(a) through Section 1.1(m) below that are owned or held by Assignor instruments referred to therein (collectively, the “AssetsTransaction Documents”):), and (ii) the capital stock of PrivateCo and Split-Off Subsidiary: (a) all oil cash and gas leases, cash equivalents (collectively, the “Leases”having an approximate value of $0), together with any and all other rights, titles and interests of Assignor in and to (i) the leasehold estates created thereby and (ii) the lands covered by the Leases or included in units with which the Leases may have been pooled or unitized (the “Lands”), including in each case, fee interests, royalty interests, overriding royalty interests, production payments, net profits interests, carried interests, reversionary interests and all other interests of any kind or character; (b) all oil, gas, water, disposal or injection xxxxx located on the Leases and the Lands or on other leases or lands with which the Leases and/or the Lands may have been pooled or unitized accounts receivable (collectively, the “Xxxxx”), and all Hydrocarbons produced therefrom or allocated thereto (the Leases, the Lands and the Xxxxx being collectively referred to hereinafter as the “Properties”having an approximate value of $0); (c) all rights inventories of raw materials, work in process, parts, supplies and interests in, under or derived from all unitization and pooling agreements in effect with respect to the Properties and the units created thereby which accrue or are attributable to the interests of Assignor in the Propertiesfinished products; (d) all Contractsright, title and interest, of record, beneficial or otherwise, in and to and stock, membership interests, partnership interests or other equity or ownership interests in any corporation, limited liability company, partnership or other entity, and all bonds, debentures, notes or other securities; (e) all permitsof Seller’s rights, title and interests in, to and under all contracts, agreements, leases, licenses (including software licenses), servitudessupply agreements, easementsconsulting agreements, rightscommitments, purchase orders, customer orders and work orders, and including all of Seller’s rights thereunder to use and possess equipment provided by third parties, and all representations, warranties, covenants and guarantees related to the foregoing (provided that, to the extent any of the foregoing or any claim or right or benefit arising thereunder or resulting therefrom is not assignable by its terms or the assignment thereof shall require the consent or approval of another party thereto, this Agreement shall not constitute an assignment thereof if an attempted assignment would be in violation of the terms thereof or if such consent is not obtained prior to the Effective Time, and in lieu thereof Seller shall reasonably cooperate with Split-ofOff Subsidiary in any reasonable arrangement designed to provide Split-way and other surface agreements (Off Subsidiary the “Easements”benefits thereunder or any claim or right arising thereunder); (f) all equipment, machinery, fixtures, and other real, personal and mixed intellectual property, operational including but not limited to issued patents, patent applications (whether or not patents are issued thereon and nonoperationalwhether modified, known withdrawn or unknownresubmitted), located on unpatented inventions, product designs, copyrights (whether registered or unregistered), know-how, technology, trade secrets, technical information, notebooks, drawings, software, computer coding (both object and source) and all documentation, manuals and drawings related thereto, trademarks or service marks and applications therefor, unregistered trademarks or service marks, trade names, logos and icons and all rights to xxx or recover for the Properties infringement or the other Assets described above or used or held for use primarily in connection with the Properties or other Assets described above, including well equipment, casing, rods, tanks, boilers, buildings, tubing, pumps, motors, fixtures, machinery, compression equipment, flow lines, pipelines, gathering systems, processing and separation facilities, structures, materials and other items (“Personal Property”)misappropriation thereof; (g) all Imbalancesfixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by Seller; (h) all geophysical customer lists, business records, customer records and files, customer financial records, and all other seismic and related technical data files and information relating related to the Assetscustomers, including any geologic all customer proposals, all open service agreements with customers and geophysical interpretations (collectively, the “Seismic Data all uncompleted customer contracts and Information”);agreements; and (i) to the extent legally assignable, all licenses, permits, certificates, approvals and authorizations issued by Governmental Entities and necessary to own, lease or operate the assets and properties of Seller and to conduct Seller’s business as it is presently conducted; all of the rights, titles and interests of Assignor in and foregoing being referred to all of herein as the files, records, information and data, whether written or electronically stored, relating solely to the “Assigned Assets, including: (i) land and title records (including abstracts of title, title opinions and title curative documents); (ii) contract files; (iii) correspondence; (iv) maps, engineering data and reports; (v) log books and operating data; and (vi) facility and well records (“Records.”); provided, however, that Assignor shall have the right to retain copies of any or all such Records; (j) all claims and causes of action and all proceeds arising from such claims and causes of action, including any settlements thereof; (k) all audit rights; (l) all proceeds, accounts receivable, income, revenues, cash, cash equivalents, bonds and security therefor and monies owned or held by Assignor or attributable to the Assets, including all amounts owed to Assignor by Assignee or its Affiliates or held by Assignee or its Affiliates for the benefit of Assignor; and (m) any amounts held in suspense by Assignor or any other party (including Assignee and its Affiliates) on Assignor’s behalf.

Assignment of Assets. Effective Seller hereby contributes, assigns, conveys and transfers to Split-Off Subsidiary, and Split-Off Subsidiary hereby receives, acquires and accepts, all assets and properties of Seller as of the Effective Time, Assignor does hereby forever GRANTincluding but not limited to the following, BARGAIN, SELL, CONVEY, ASSIGN, TRANSFER, SET OVER AND DELIVER unto Assignee but excluding in all cases the capital stock of its right, title Georgia REIT and interest in and to all properties and assets of Assignor, including all properties and assets described in Section 1.1(a) through Section 1.1(m) below that are owned or held by Assignor (collectively, the “Assets”):Split-Off Subsidiary : (a) all oil cash and gas leases, (collectively, the “Leases”), together with any and all other rights, titles and interests of Assignor in and to (i) the leasehold estates created thereby and (ii) the lands covered by the Leases or included in units with which the Leases may have been pooled or unitized (the “Lands”), including in each case, fee interests, royalty interests, overriding royalty interests, production payments, net profits interests, carried interests, reversionary interests and all other interests of any kind or charactercash equivalents; (b) all oilaccounts receivable and notes receivable, gasincluding intercompany notes receivable, water, disposal or injection xxxxx located on the Leases and the Lands or on other leases or lands together with which the Leases and/or the Lands may have been pooled or unitized (collectively, the “Xxxxx”), and all Hydrocarbons produced therefrom or allocated thereto (the Leases, the Lands and the Xxxxx being collectively referred to hereinafter interest in all collateral provided as the “Properties”)security therefore; (c) all rights and interests in, under or derived from all unitization and pooling agreements in effect with respect to the Properties and the units created thereby which accrue or are attributable to the interests of Assignor in the Propertiesinventories; (d) all Contractsright, title and interest, of record, beneficial or otherwise, in and to and stock, membership interests, partnership interests or other equity or ownership interests in any corporation, limited liability company, partnership or other entity, including, without limitation, all issued and outstanding shares of Casinos USA, Inc. (“Bull Durham”), Doc Xxxxxxxx Casinos II, LLC (“Doc Xxxxxxxx”) and Global Gaming Technologies, LLC, and all bonds, debentures, notes or other securities; (e) all permitsof Seller’s rights, title and interests in, to and under all contracts, agreements, leases, licenses (including software licenses), servitudessupply agreements, easementsconsulting agreements, rightscommitments, purchase orders, and including all of Seller’s rights thereunder to use and possess equipment provided by third parties, and all representations, warranties, covenants and guarantees related to the foregoing (provided that to the extent any of the foregoing or any claim or right or benefit arising thereunder or resulting therefrom is not assignable by its terms, or the assignment thereof shall require the consent or approval of another party thereto, this Agreement shall not constitute an assignment thereof if an attempted assignment would be in violation of the terms thereof or if such consent is not obtained prior to the Effective Time, and in lieu thereof Seller shall reasonably cooperate with Split-ofOff Subsidiary in any reasonable arrangement designed to provide Split-way and other surface agreements (Off Subsidiary the “Easements”benefits thereunder or any claim or right arising thereunder); (f) all equipment, machinery, fixtures, and other real, personal and mixed intellectual property, operational including but not limited to issued patents, patent applications (whether or not patents are issued thereon and nonoperationalwhether modified, known withdrawn or unknownresubmitted), located on unpatented inventions, product designs, copyrights (whether registered or unregistered), know-how, technology, trade secrets, technical information, notebooks, drawings, software, computer coding (both object and source) and all documentation, manuals and drawings related thereto, trademarks or service marks and applications therefor, unregistered trademarks or service marks, trade names, logos and icons and all rights to xxx or recover for the Properties infringement or the other Assets described above or used or held for use primarily in connection with the Properties or other Assets described above, including well equipment, casing, rods, tanks, boilers, buildings, tubing, pumps, motors, fixtures, machinery, compression equipment, flow lines, pipelines, gathering systems, processing and separation facilities, structures, materials and other items (“Personal Property”)misappropriation thereof; (g) all Imbalancesfixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by Seller; (h) all geophysical customer lists, business records, customer records and files, customer financial records, and all other seismic and related technical data files and information relating related to the Assetscustomers, including any geologic all customer proposals, all open service agreements with customers and geophysical interpretations (collectively, the “Seismic Data all uncompleted customer contracts and Information”);agreements; and (i) to the extent legally assignable, all licenses, permits, certificates, approvals and authorizations issued by Governmental Entities and necessary to own, lease or operate the assets and properties of Seller and to conduct Seller’s business as it is presently conducted; all of the rights, titles and interests of Assignor in and foregoing being referred to all of herein as the files, records, information and data, whether written or electronically stored, relating solely to the “Assigned Assets, including: (i) land and title records (including abstracts of title, title opinions and title curative documents); (ii) contract files; (iii) correspondence; (iv) maps, engineering data and reports; (v) log books and operating data; and (vi) facility and well records (“Records.”); provided, however, that Assignor shall have the right to retain copies of any or all such Records; (j) all claims and causes of action and all proceeds arising from such claims and causes of action, including any settlements thereof; (k) all audit rights; (l) all proceeds, accounts receivable, income, revenues, cash, cash equivalents, bonds and security therefor and monies owned or held by Assignor or attributable to the Assets, including all amounts owed to Assignor by Assignee or its Affiliates or held by Assignee or its Affiliates for the benefit of Assignor; and (m) any amounts held in suspense by Assignor or any other party (including Assignee and its Affiliates) on Assignor’s behalf.

Assignment of Assets. Effective as Seller hereby contributes, assigns, conveys and transfers to Split-Off Subsidiary, and Split-Off Subsidiary hereby receives, acquires and accepts, all assets and properties of Seller immediately prior to the Effective Time, Assignor does hereby forever GRANT, BARGAIN, SELL, CONVEY, ASSIGN, TRANSFER, SET OVER AND DELIVER unto Assignee all of its right, title and interest in and to all properties and assets of AssignorClosing, including all properties and assets described in Section 1.1(a) through Section 1.1(m) below that are owned or held by Assignor (collectively, but not limited to the “Assets”):following: (a) all oil cash and gas leases, (collectively, the “Leases”), together with any and all other rights, titles and interests of Assignor in and to (i) the leasehold estates created thereby and (ii) the lands covered by the Leases or included in units with which the Leases may have been pooled or unitized (the “Lands”), including in each case, fee interests, royalty interests, overriding royalty interests, production payments, net profits interests, carried interests, reversionary interests and all other interests of any kind or charactercash equivalents; (b) all oil, gas, water, disposal or injection xxxxx located on the Leases and the Lands or on other leases or lands with which the Leases and/or the Lands may have been pooled or unitized (collectively, the “Xxxxx”), and all Hydrocarbons produced therefrom or allocated thereto (the Leases, the Lands and the Xxxxx being collectively referred to hereinafter as the “Properties”)accounts receivable; (c) all rights inventories of raw materials, work in process, parts, supplies and interests in, under or derived from all unitization and pooling agreements in effect with respect to the Properties and the units created thereby which accrue or are attributable to the interests of Assignor in the Propertiesfinished products; (d) all Contractsof Seller’s rights, title and interests in, to and under all contracts, agreements, leases, licenses (including software licenses), supply agreements, consulting agreements, commitments, purchase orders, customer orders and work orders, and including all of Seller’s rights thereunder to use and possess equipment provided by third parties, and all representations, warranties, covenants and guarantees related to the foregoing (provided that to the extent any of the foregoing or any claim or right or benefit arising thereunder or resulting therefrom is not assignable by its terms, or the assignment thereof shall require the consent or approval of another party thereto, this Agreement shall not constitute an assignment thereof if an attempted assignment would be in violation of the terms thereof or if such consent is not obtained prior to the Closing, and in lieu thereof Seller shall reasonably cooperate with Split-Off Subsidiary in any reasonable arrangement designed to provide Split-Off Subsidiary the benefits thereunder or any claim or right arising thereunder); (e) all permitsintellectual property, licensesincluding but not limited to issued patents, servitudespatent applications (whether or not patents are issued thereon and whether modified, easementswithdrawn or resubmitted), rightsunpatented inventions, product designs, copyrights (whether registered or unregistered), know-of-way how, technology, trade secrets, technical information, notebooks, drawings, software, computer coding (both object and other surface agreements (source) and all documentation, manuals and drawings related thereto, trademarks or service marks and applications therefor, unregistered trademarks or service marks, trade names, logos and icons and all rights to xxx or recover for the “Easements”)infringement or misappropriation thereof, but excluding any intellectual property related to the name of Seller; (f) all fixed assets, including but not limited to the machinery, equipment, machineryfurniture, fixturesvehicles, office equipment and other real, tangible personal and mixed property, operational and nonoperational, known property owned or unknown, located on the Properties or the other Assets described above or used or held for use primarily in connection with the Properties or other Assets described above, including well equipment, casing, rods, tanks, boilers, buildings, tubing, pumps, motors, fixtures, machinery, compression equipment, flow lines, pipelines, gathering systems, processing and separation facilities, structures, materials and other items (“Personal Property”)leased by Seller; (g) all Imbalancescustomer lists, business records, customer records and files, customer financial records, and all other files and information related to customers, all customer proposals, all open service agreements with customers and all uncompleted customer contracts and agreements, but excluding all business, tax, corporate and other records identified in Section 3.4 below; (h) all geophysical and other seismic and related technical data and information relating to the Assetsextent legally assignable, including any geologic all licenses, permits, certificates, approvals and geophysical interpretations (collectivelyauthorizations issued by Governmental Entities and necessary to own, lease or operate the “Seismic Data assets and Information”);properties of Seller and to conduct Seller’s business as it is presently conducted; and (i) all of the rights, titles and real property or interests of Assignor in and to therein. all of the files, records, information and data, whether written or electronically stored, relating solely foregoing being referred to herein as the “Assigned Assets, including: (i) land and title records (including abstracts of title, title opinions and title curative documents); (ii) contract files; (iii) correspondence; (iv) maps, engineering data and reports; (v) log books and operating data; and (vi) facility and well records (“Records.”); provided, however, that Assignor shall have the right to retain copies of any or all such Records; (j) all claims and causes of action and all proceeds arising from such claims and causes of action, including any settlements thereof; (k) all audit rights; (l) all proceeds, accounts receivable, income, revenues, cash, cash equivalents, bonds and security therefor and monies owned or held by Assignor or attributable to the Assets, including all amounts owed to Assignor by Assignee or its Affiliates or held by Assignee or its Affiliates for the benefit of Assignor; and (m) any amounts held in suspense by Assignor or any other party (including Assignee and its Affiliates) on Assignor’s behalf.

Assignment of Assets. Effective Seller hereby contributes, assigns, conveys and transfers to Split-Off Subsidiary, and Split-Off Subsidiary hereby receives, acquires and accepts, all assets and properties of Seller as of the Effective Time, Assignor does hereby forever GRANTincluding but not limited to the following, BARGAIN, SELL, CONVEY, ASSIGN, TRANSFER, SET OVER AND DELIVER unto Assignee but excluding in all of its cases (i) the right, title and interest in and to all properties and assets of AssignorSeller in, including all properties to and assets described in Section 1.1(aunder the Transaction Documentation and (ii) through Section 1.1(m) below that are owned or held by Assignor (collectivelythe capital stock of Mesa, the “Assets”):Acquisition Subsidiary and Split-Off Subsidiary: (a) all oil cash and gas leases, (collectively, the “Leases”), together with any and all other rights, titles and interests of Assignor in and to (i) the leasehold estates created thereby and (ii) the lands covered by the Leases or included in units with which the Leases may have been pooled or unitized (the “Lands”), including in each case, fee interests, royalty interests, overriding royalty interests, production payments, net profits interests, carried interests, reversionary interests and all other interests of any kind or charactercash equivalents; (b) all oil, gas, water, disposal or injection xxxxx located on the Leases and the Lands or on other leases or lands with which the Leases and/or the Lands may have been pooled or unitized (collectively, the “Xxxxx”), and all Hydrocarbons produced therefrom or allocated thereto (the Leases, the Lands and the Xxxxx being collectively referred to hereinafter as the “Properties”)accounts receivable; (c) all rights inventories of raw materials, work in process, parts, supplies and interests in, under or derived from all unitization and pooling agreements in effect with respect to the Properties and the units created thereby which accrue or are attributable to the interests of Assignor in the Propertiesfinished products; (d) all Contractsof Seller’s rights, title and interests in, to and under all contracts, agreements, leases, licenses (including software licenses), supply agreements, consulting agreements, commitments, purchase orders, customer orders and work orders, and including all of Seller’s rights thereunder to use and possess equipment provided by third parties, and all representations, warranties, covenants and guarantees related to the foregoing (provided that to the extent any of the foregoing or any claim or right or benefit arising thereunder or resulting therefrom is not assignable by its terms, or the assignment thereof shall require the consent or approval of another party thereto, this Agreement shall not constitute an assignment thereof if an attempted assignment would be in violation of the terms thereof or if such consent is not obtained prior to the Effective Time, and in lieu thereof Seller shall reasonably cooperate with Split-Off Subsidiary in any reasonable arrangement designed to provide Split-Off Subsidiary the benefits thereunder or any claim or right arising thereunder); (e) all permitsintellectual property, licensesincluding but not limited to issued patents, servitudespatent applications (whether or not patents are issued thereon and whether modified, easementswithdrawn or resubmitted), rightsunpatented inventions, product designs, copyrights (whether registered or unregistered), know-of-way how, technology, trade secrets, technical information, notebooks, drawings, software, computer coding (both object and other surface agreements (source) and all documentation, manuals and drawings related thereto, trademarks or service marks and applications therefor, unregistered trademarks or service marks, trade names, logos and icons and all rights to xxx or recover for the “Easements”)infringement or misappropriation thereof; (f) all fixed assets, including but not limited to the machinery, equipment, machineryfurniture, fixturesvehicles, office equipment and other real, tangible personal and mixed property, operational and nonoperational, known property owned or unknown, located on the Properties or the other Assets described above or used or held for use primarily in connection with the Properties or other Assets described above, including well equipment, casing, rods, tanks, boilers, buildings, tubing, pumps, motors, fixtures, machinery, compression equipment, flow lines, pipelines, gathering systems, processing and separation facilities, structures, materials and other items (“Personal Property”)leased by Seller; (g) all Imbalances;customer lists, business records, customer records and files, customer financial records, and all other files and information related to customers, all customer proposals, all open service agreements with customers and all uncompleted customer contracts and agreements; and (h) all geophysical and other seismic and related technical data and information relating to the Assetsextent legally assignable, including any geologic all licenses, permits, certificates, approvals and geophysical interpretations (collectivelyauthorizations issued by Governmental Entities and necessary to own, lease or operate the “Seismic Data assets and Information”); (i) properties of Seller and to conduct Seller’s business as it is presently conducted; all of the rights, titles and interests of Assignor in and foregoing being referred to all of herein as the files, records, information and data, whether written or electronically stored, relating solely to the “Assigned Assets, including: (i) land and title records (including abstracts of title, title opinions and title curative documents); (ii) contract files; (iii) correspondence; (iv) maps, engineering data and reports; (v) log books and operating data; and (vi) facility and well records (“Records.”); provided, however, that Assignor shall have the right to retain copies of any or all such Records; (j) all claims and causes of action and all proceeds arising from such claims and causes of action, including any settlements thereof; (k) all audit rights; (l) all proceeds, accounts receivable, income, revenues, cash, cash equivalents, bonds and security therefor and monies owned or held by Assignor or attributable to the Assets, including all amounts owed to Assignor by Assignee or its Affiliates or held by Assignee or its Affiliates for the benefit of Assignor; and (m) any amounts held in suspense by Assignor or any other party (including Assignee and its Affiliates) on Assignor’s behalf.

Assignment of Assets. Effective Seller hereby contributes, assigns, conveys and transfers to Split-Off Subsidiary, and Split-Off Subsidiary hereby receives, acquires and accepts, all assets, liabilities and properties of Seller as of the Closing Date (as defined below) immediately prior to giving effect to the Merger at the Effective Time, Assignor does hereby forever GRANTincluding but not limited to the following, BARGAINbut excluding in all cases (i) the rights of Seller in, SELLto and under the Transaction Documents, CONVEY, ASSIGN, TRANSFER, SET OVER AND DELIVER unto Assignee all and (ii) the capital stock of its right, title and interest in and to all properties and assets of Assignor, including all properties and assets described in Section 1.1(a) through Section 1.1(m) below that are owned or held by Assignor (collectively, the “Assets”):Split-Off Subsidiary: (a) all oil pre-Merger cash and gas leases, (collectively, the “Leases”), together with any and all other rights, titles and interests of Assignor in and to (i) the leasehold estates created thereby and (ii) the lands covered by the Leases or included in units with which the Leases may have been pooled or unitized (the “Lands”), including in each case, fee interests, royalty interests, overriding royalty interests, production payments, net profits interests, carried interests, reversionary interests and all other interests of any kind or charactercash equivalents; (b) all oil, gas, water, disposal or injection xxxxx located on the Leases and the Lands or on other leases or lands with which the Leases and/or the Lands may have been pooled or unitized (collectively, the “Xxxxx”), and all Hydrocarbons produced therefrom or allocated thereto (the Leases, the Lands and the Xxxxx being collectively referred to hereinafter as the “Properties”)pre-Merger accounts receivable; (c) all rights pre-Merger inventories of raw materials, work in process, parts, supplies and interests in, under or derived from all unitization and pooling agreements in effect with respect to the Properties and the units created thereby which accrue or are attributable to the interests of Assignor in the Propertiesfinished products; (d) all Contractsright, title and interest, of record, beneficial or otherwise, in and to and stock, membership interests, partnership interests or other equity or ownership interests in any corporation, limited liability company, partnership or other entity, and all bonds, debentures, notes or other securities; (e) all permitsof Seller’s rights, title and interests in, to and under all contracts, agreements, leases, licenses (including software licenses), servitudessupply agreements, easementsconsulting agreements, rights-of-way commitments, purchase orders, customer orders and other surface agreements (work orders, and including all of Seller’s rights thereunder to use and possess equipment provided by third parties, and all representations, warranties, covenants and guarantees related to the “Easements”)foregoing; (f) all equipment, machinery, fixtures, and other real, personal and mixed intellectual property, operational including but not limited to issued patents, patent applications (whether or not patents are issued thereon and nonoperationalwhether modified, known withdrawn or unknownresubmitted), located on unpatented inventions, product designs, copyrights (whether registered or unregistered), know-how, technology, trade secrets, technical information, notebooks, drawings, software, computer coding (both object and source) and all documentation, manuals and drawings related thereto, trademarks or service marks and applications therefor, unregistered trademarks or service marks, trade names, logos and icons and all rights to xxx or recover for the Properties infringement or the other Assets described above or used or held for use primarily in connection with the Properties or other Assets described above, including well equipment, casing, rods, tanks, boilers, buildings, tubing, pumps, motors, fixtures, machinery, compression equipment, flow lines, pipelines, gathering systems, processing and separation facilities, structures, materials and other items (“Personal Property”)misappropriation thereof; (g) all Imbalancesfixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by Seller; (h) all geophysical customer lists, business records, customer records and files, customer financial records, and all other seismic and related technical data files and information relating related to the Assetscustomers, including any geologic all customer proposals, all open service agreements with customers and geophysical interpretations (collectively, the “Seismic Data all uncompleted customer contracts and Information”);agreements; and (i) all of the rightslicenses, titles permits, certificates, approvals and interests of Assignor in authorizations issued by Governmental Entities, except those certificates, approvals and authorizations relating to Seller’s incorporation, organization and securities; all of the files, records, information and data, whether written or electronically stored, relating solely foregoing being referred to herein as the “Assigned Assets, including: (i) land and title records (including abstracts of title, title opinions and title curative documents); (ii) contract files; (iii) correspondence; (iv) maps, engineering data and reports; (v) log books and operating data; and (vi) facility and well records (“Records.”); provided, however, that Assignor shall have the right to retain copies of any or all such Records; (j) all claims and causes of action and all proceeds arising from such claims and causes of action, including any settlements thereof; (k) all audit rights; (l) all proceeds, accounts receivable, income, revenues, cash, cash equivalents, bonds and security therefor and monies owned or held by Assignor or attributable to the Assets, including all amounts owed to Assignor by Assignee or its Affiliates or held by Assignee or its Affiliates for the benefit of Assignor; and (m) any amounts held in suspense by Assignor or any other party (including Assignee and its Affiliates) on Assignor’s behalf.

Assignment of Assets. Effective (a) Subject to and in accordance with the terms of this Agreement, Seller agrees to sell to Buyer, and Xxxxx agrees to purchase from Seller, effective as of the Effective TimeDate, Assignor does hereby forever GRANT, BARGAIN, SELL, CONVEY, ASSIGN, TRANSFER, SET OVER AND DELIVER unto Assignee all of its the right, title title, and interest of Seller (owned or held directly by Seller, or indirectly through its agents, including Two Pearl Energy (as defined below)) in and to all properties the interests and assets of Assignorproperties, including all properties less and assets described in Section 1.1(aexcept the Excluded Assets (as defined below) through Section 1.1(m) below that are owned or held by Assignor (collectively, the “Assets”): (ai) all of the oil and gas leases described in Exhibit A, together with any and all other right, title, and interest of Seller in and to the leasehold estates created thereby (such interests in such leases, (collectively, the “Leases”), together with any and all other rights, titles rights and interests of Assignor in and to (i) the leasehold estates created thereby and (ii) the lands covered by the Leases or included in units with which the Leases may have been and any lands pooled or unitized therewith (such lands, the “Lands”), including in each case, fee interests, royalty interests, overriding royalty interests, production payments, net profits interests, carried interests, reversionary interests and all other interests of any kind or character; (b) all oil, gas, water, disposal or injection xxxxx located on the Leases and the Lands or on other leases or lands together with which the Leases and/or the Lands may have been pooled or unitized (collectively, the “Xxxxx”), and all Hydrocarbons produced therefrom or allocated thereto (the Leases, the Lands “Oil and the Xxxxx being collectively referred to hereinafter as the “Gas Properties”); (c) all rights and interests in, under or derived from all unitization and pooling agreements in effect with respect to the Properties and the units created thereby which accrue or are attributable to the interests of Assignor in the Properties; (d) all Contracts; (eii) all permits, licenses, servitudes, easements, rights-of-way and way, surface leases, other surface agreements interests and surface rights to the extent appurtenant to and used primarily in connection with the ownership, operation, production, gathering, sale, or disposal of hydrocarbons or produced water from the Leases, including those described on Exhibit B (the “Easements”); (fiii) to the extent assignable, all equipmentcontracts, machinery, fixtures, agreements and any other real, personal and mixed property, operational and nonoperational, known legally binding arrangement (but excluding any Leases or unknown, located Easements) relating primarily to any of the Assets or that will be binding on the Properties Buyer or the other Assets described above or used or held for use primarily in connection with after the Properties or other Assets described above, including well equipment, casing, rods, tanks, boilers, buildings, tubing, pumps, motors, fixtures, machinery, compression equipment, flow lines, pipelines, gathering systems, processing and separation facilities, structures, materials and other items Closing (“Personal Property”); as defined below) (g) all Imbalances; (h) all geophysical and other seismic and related technical data and information but exclusive of any contracts relating to the Excluded Assets), including without limitation any geologic purchase, sale, farmin, farmout, area of mutual interest, disposition, exploration, operation, marketing, transportation, or processing of the Oil and geophysical interpretations Gas Properties (collectively, the “Seismic Data and InformationConveyed Contracts”);, and all rights thereunder, including those set forth on Exhibit C; and (iiv) all of the rights, titles and interests of Assignor in and to all of the files, records, information and data (including electronic data, whether written ) or electronically stored, relating solely copies thereof in the possession of Seller to the extent specifically related to the Assets, including: (i1) suspended funds files, lease files, land and title records (including abstracts of titlefiles, xxxxx files, division order files, abstracts, title opinions files, engineering and/or production files, non-interpretive maps, and title curative documents)accounting and tax records; (ii2) contract filesapproved authorizations for expenditures, engineering records, non-interpretive reservoir information, daily drilling and completion plans and reports, and wellbore diagrams; (iii3) correspondence; (iv) maps, engineering data and reports; (v) log books and operating datamarketing contracts; and (vi4) facility environmental files and well records (collectively, the “Records”); provided, however, that Assignor shall have the right to retain copies of any or all such Records;. (jb) Notwithstanding anything to the contrary in Section 1(a), Seller shall (or shall cause Two Pearl Energy to) reserve and retain all and any right, title or interest in or to: (i) an overriding royalty interest, with respect to each Subject Lease, in a percentage equal to the positive difference between the royalty interest of the lessor set forth in the Subject Lease and twenty-five (25%) percent, if the lessor reserves a royalty less than twenty-five (25%) percent, and two (2%) percent if the lessor reserves a royalty interest equal to or greater than twenty-five (25%) percent (the “Seller Subject Lease XXXXx”); or (ii) any assets of Seller other than the Assets (together with the Seller Subject Lease XXXXx, the “Excluded Assets”). (c) From and after the Closing, Seller agrees to fulfill, perform, pay, and discharge (or cause to be fulfilled, performed, paid, and discharged) all claims obligations and causes Liabilities (i) related to the Excluded Assets (except as provided for in Section 6 (Seismic Operation) of action the Acquisition and Development Agreement), and (ii) other than those arising from, based upon, related to or associated with the Assumed Obligations (the “Retained Obligations”). As used herein, “Liabilities” means any and all proceeds arising from such claims and claims, obligations, causes of action, including any settlements thereof; (k) all audit rights; (l) all proceedspayments, accounts receivablecharges, incomejudgments, revenuesassessments, cashliabilities, cash equivalentslosses, bonds damages, penalties, fines, costs and security therefor and monies owned or held by Assignor or attributable to the Assetsexpenses, including all amounts owed to Assignor by Assignee or its Affiliates or held by Assignee or its Affiliates for the benefit of Assignor; and (m) any amounts held court fees, reasonable attorneys’ fees, and other expenses incurred in suspense by Assignor or any other party (including Assignee and its Affiliates) on Assignor’s behalfconnection therewith.

Assignment of Assets. Effective as of at the Effective Time, Assignor does hereby forever GRANTconveys, BARGAINgrants, SELLcontributes, CONVEYtransfers and assigns to Assignee, ASSIGNits successors and assigns, TRANSFER, SET OVER AND DELIVER unto Assignee all of its their right, title and interest in and to all properties of the assets, properties, businesses and assets goodwill of AssignorAssignor of every kind and nature whatsoever, including all properties and assets described in Section 1.1(a) through Section 1.1(m) below that are owned tangible or held by Assignor intangible, real, personal or mixed, fixed or contingent, wherever located (collectivelythe “Assignment”), including, without limitation, the “Assets”):following: (a) all oil and gas leases, (collectively, of the “Leases”), together with any and all other rights, titles and interests of Assignor in and to (i) the leasehold estates created thereby and (ii) the lands covered by the Leases or included in units with which the Leases may have been pooled or unitized (the “Lands”), including in each case, fee interests, royalty interests, overriding royalty interests, production payments, net profits interests, carried interests, reversionary interests and all other interests of any kind or characterAssignor’s assets; (b) all oildeeds, gasleases, waterleaseholds, disposal or injection xxxxx located on the Leases mortgages, assignments, contracts, options and the Lands or on other leases or lands with licenses of every kind and description to which the Leases and/or the Lands may have been pooled or unitized (collectively, the “Xxxxx”), Assignor’s are a party and all Hydrocarbons produced therefrom documents and muniments of title relating to or allocated thereto (in any way connected with the Leases, the Lands and the Xxxxx being collectively referred to hereinafter as the “Properties”)property of Assignor; (c) all rights the right, title, interest, estate and interests appurtenances of Assignor of every kind and description whatsoever in, under or derived from in any way relating to, real property or real estate, including, without limitation, estates of freehold, leaseholds and chattels real, easements and servitudes of every kind, and all unitization buildings and pooling agreements in effect with respect to the Properties and the units created thereby which accrue or are attributable to the interests of Assignor in the Propertiesother improvements situated on such real property; (d) all Contractsfurniture, fixtures, equipment, machinery, supplies, raw materials, goods in process, inventories, finished and unfinished products, goods, wares and merchandise, and, in general, all tangible personal property, goods and chattels of Assignor of every kind and description; (e) all permitsclaims, licensesrights and interests of Assignor in, servitudesto and under all agreements and contracts between Assignor and any other party or parties, easementsand in, rights-of-way to and under any other surface agreements (the “Easements”)contracts which have been acquired by Assignor by assignment or in any other manner; (f) all equipmentaccounts receivable, machinerybills and notes receivable, fixturescredits, bank accounts, cash on hand or in banks, equities, bonds, shares of stock and other realsecurities, personal investments, debts, bills, discounts and mixed property, operational and nonoperational, known or unknown, located on the Properties or the other Assets described above or used or held for use primarily in connection with the Properties or other Assets described above, including well equipment, casing, rods, tanks, boilers, buildings, tubing, pumps, motors, fixtures, machinery, compression equipment, flow lines, pipelines, gathering systems, processing and separation facilities, structures, materials and other deferred items (“Personal Property”)of Assignor; (g) all Imbalancespatents, trademarks, trade names, copyrights, and technology, all applications for and licenses of rights and interests to or under or in respect of patents, trademarks, trade names, and copyrights and all inventions, formulae and processes of Assignor; (h) all geophysical and other seismic and related technical data and information relating recoveries to which Assignor is entitled under insurance policies (including the Assets, including any geologic and geophysical interpretations (collectively, the “Seismic Data and Information”cash surrender value thereof); (i) all of the rightsgovernmental permits, titles approvals, licenses and interests other authorizations of Assignor in and to all of the files, records, information and data, whether written or electronically stored, relating solely to the Assetsextent assignable; (j) all claims, including: demands, judgments, rights under contracts and otherwise, chose in action, rights to tax or other refunds, reversions, reminders and rights of redemption; and (ik) land all goodwill and title records (including abstracts of title, title opinions and title curative documents); (ii) contract files; (iii) correspondence; (iv) maps, engineering data and reports; (v) log books and operating data; and (vi) facility and well records (“Records”)other intangible assets; provided, however, that the Assignment is not intended to include and shall not include any right, title, or interest of Assignor shall have in or to (1) the right to retain copies Retained Assets of any Assignor (as defined in the Contribution Agreement and as set forth on Schedule II attached thereto) or all (2) such Records; other assets of Assignor (jincluding, without limitation, contracts and agreements) all claims and causes of action and all proceeds arising from such claims and causes of action, including any settlements thereof; (k) all audit rights; (l) all proceeds, accounts receivable, income, revenues, cash, cash equivalents, bonds and security therefor and monies owned as are transferred or held by Assignor or attributable assigned pursuant to the AssetsContribution Agreement by deed, including all amounts owed assignment of ground lease or other instrument of transfer or assignment other than pursuant to Assignor by Assignee or its Affiliates or held by Assignee or its Affiliates for the benefit of Assignor; and (m) any amounts held in suspense by Assignor or any other party (including Assignee and its Affiliates) on Assignor’s behalfthis Agreement.

Assignment of Assets. Effective Seller hereby contributes, assigns, conveys and transfers to Subsidiary, and Spin-Off Subsidiary hereby receives, acquires and accepts, all assets and properties of the Business as of the Effective Time, Assignor does hereby forever GRANTincluding but not limited to the following, BARGAIN, SELL, CONVEY, ASSIGN, TRANSFER, SET OVER AND DELIVER unto Assignee but excluding in all of its cases (i) the right, title and interest in and to all properties and assets of AssignorSeller in, including all properties to and assets described in Section 1.1(aunder the Merger Agreement and (ii) through Section 1.1(m) below that are owned or held by Assignor (collectivelythe capital stock of I-ON, the “Assets”):Acquisition Subsidiary and Spin-Off Subsidiary: (a) all oil cash and gas leases, (collectively, the “Leases”), together with any and all other rights, titles and interests of Assignor in and to (i) the leasehold estates created thereby and (ii) the lands covered by the Leases or included in units with which the Leases may have been pooled or unitized (the “Lands”), including in each case, fee interests, royalty interests, overriding royalty interests, production payments, net profits interests, carried interests, reversionary interests and all other interests of any kind or charactercash equivalents; (b) all oilaccounts receivable and notes receivable, gasincluding intercompany notes receivable, water, disposal or injection xxxxx located on the Leases and the Lands or on other leases or lands together with which the Leases and/or the Lands may have been pooled or unitized (collectively, the “Xxxxx”), and all Hydrocarbons produced therefrom or allocated thereto (the Leases, the Lands and the Xxxxx being collectively referred to hereinafter interest in all collateral provided as the “Properties”)security therefore; (c) all rights and interests in, under or derived from all unitization and pooling agreements in effect with respect to the Properties and the units created thereby which accrue or are attributable to the interests of Assignor in the Propertiesinventories; (d) all Contractsof Seller’s rights, title and interests in, to and under all contracts, agreements, leases, licenses (including software licenses), supply agreements, consulting agreements, commitments, purchase orders, and including all of Seller’s rights thereunder to use and possess equipment provided by third parties, and all representations, warranties, covenants and guarantees related to the foregoing related to the Business (provided that to the extent any of the foregoing or any claim or right or benefit arising thereunder or resulting therefrom is not assignable by its terms, or the assignment thereof shall require the consent or approval of another party thereto, this Agreement shall not constitute an assignment thereof if an attempted assignment would be in violation of the terms thereof or if such consent is not obtained prior to the Effective Time, and in lieu thereof Seller shall reasonably cooperate with Spin-Off Subsidiary in any reasonable arrangement designed to provide Spin-Off Subsidiary the benefits thereunder or any claim or right arising thereunder); (e) all permitsintellectual property, licensesincluding but not limited to issued patents, servitudespatent applications (whether or not patents are issued thereon and whether modified, easementswithdrawn or resubmitted), rightsunpatented inventions, product designs, copyrights (whether registered or unregistered), know-of-way how, technology, trade secrets, technical information, notebooks, drawings, software, computer coding (both object and other surface agreements (source) related to the “Easements”)Business and all documentation, manuals and drawings related thereto, trademarks or service marks and applications therefor, unregistered trademarks or service marks, trade names, logos and icons and all rights to xxx or recover for the infringement or misappropriation thereof; (f) all fixed assets, including but not limited to the machinery, equipment, machineryfurniture, fixturesvehicles, office equipment and other real, tangible personal and mixed property, operational and nonoperational, known property owned or unknown, located on leased by Seller related to the Properties or the other Assets described above or used or held for use primarily in connection with the Properties or other Assets described above, including well equipment, casing, rods, tanks, boilers, buildings, tubing, pumps, motors, fixtures, machinery, compression equipment, flow lines, pipelines, gathering systems, processing and separation facilities, structures, materials and other items (“Personal Property”)Business; (g) all Imbalances;customer lists, business records, customer records and files, customer financial records, and all other files and information related to customers, all customer proposals, all open service agreements with customers and all uncompleted customer contracts and agreements; and (h) all geophysical and other seismic and related technical data and information relating to the Assetsextent legally assignable, including any geologic all licenses, permits, certificates, approvals and geophysical interpretations (collectivelyauthorizations issued by Governmental Entities and necessary to own, lease or operate the “Seismic Data assets and Information”); (i) properties of Seller related to the Business and to conduct the Business as it is presently conducted; all of the rights, titles and interests of Assignor in and foregoing being referred to all of herein collectively as the files, records, information and data, whether written or electronically stored, relating solely to the “Assigned Assets, including: (i) land and title records (including abstracts of title, title opinions and title curative documents); (ii) contract files; (iii) correspondence; (iv) maps, engineering data and reports; (v) log books and operating data; and (vi) facility and well records (“Records.”); provided, however, that Assignor shall have the right to retain copies of any or all such Records; (j) all claims and causes of action and all proceeds arising from such claims and causes of action, including any settlements thereof; (k) all audit rights; (l) all proceeds, accounts receivable, income, revenues, cash, cash equivalents, bonds and security therefor and monies owned or held by Assignor or attributable to the Assets, including all amounts owed to Assignor by Assignee or its Affiliates or held by Assignee or its Affiliates for the benefit of Assignor; and (m) any amounts held in suspense by Assignor or any other party (including Assignee and its Affiliates) on Assignor’s behalf.

Assignment of Assets. Effective as of at the Effective Time, Assignor does hereby forever GRANTconveys, BARGAINgrants, SELLcontributes, CONVEYtransfers and assigns to Assignee, ASSIGNits successors and assigns, TRANSFER, SET OVER AND DELIVER unto Assignee all of its their right, title and interest in and to all properties of the assets, properties, businesses and assets goodwill of AssignorAssignor of every kind and nature whatsoever, including all properties and assets described in Section 1.1(a) through Section 1.1(m) below that are owned tangible or held by Assignor intangible, real, personal or mixed, fixed or contingent, wherever located (collectivelythe “Assignment”), including, without limitation, the “Assets”):following: (a) all oil and gas leases, (collectively, of the “Leases”), together with any and all other rights, titles and interests of Assignor in and to (i) the leasehold estates created thereby and (ii) the lands covered by the Leases or included in units with which the Leases may have been pooled or unitized (the “Lands”), including in each case, fee interests, royalty interests, overriding royalty interests, production payments, net profits interests, carried interests, reversionary interests and all other interests of any kind or characterAssignor’s assets; (b) all oildeeds, gasleases, waterleaseholds, disposal or injection xxxxx located on the Leases mortgages, assignments, contracts, options and the Lands or on other leases or lands with licenses of every kind and description to which the Leases and/or the Lands may have been pooled or unitized (collectively, the “Xxxxx”), Assignor’s are a party and all Hydrocarbons produced therefrom documents and instruments of title relating to or allocated thereto (in any way connected with the Leases, the Lands and the Xxxxx being collectively referred to hereinafter as the “Properties”)property of Assignor; (c) all rights the right, title, interest, estate and interests appurtenances of Assignor of every kind and description whatsoever in, under or derived from in any way relating to, real property or real estate, including, without limitation, estates of freehold, leaseholds and chattels real, easements and servitudes of every kind, and all unitization buildings and pooling agreements in effect with respect to the Properties and the units created thereby which accrue or are attributable to the interests of Assignor in the Propertiesother improvements situated on such real property; (d) all Contractsfurniture, fixtures, equipment, machinery, supplies, raw materials, goods in process, inventories, finished and unfinished products, goods, wares and merchandise, and, in general, all tangible personal property, goods and chattels of Assignor of every kind and description; (e) all permitsclaims, licensesrights and interests of Assignor in, servitudesto and under all agreements and contracts between Assignor and any other party or parties, easementsand in, rights-of-way to and under any other surface agreements (the “Easements”)contracts which have been acquired by Assignor by assignment or in any other manner; (f) all equipmentaccounts receivable, machinerybills and notes receivable, fixturescredits, bank accounts, cash on hand or in banks, equities, bonds, shares of stock and other realsecurities, personal investments, debts, bills, discounts and mixed property, operational and nonoperational, known or unknown, located on the Properties or the other Assets described above or used or held for use primarily in connection with the Properties or other Assets described above, including well equipment, casing, rods, tanks, boilers, buildings, tubing, pumps, motors, fixtures, machinery, compression equipment, flow lines, pipelines, gathering systems, processing and separation facilities, structures, materials and other deferred items (“Personal Property”)of Assignor; (g) all Imbalancespatents, trademarks, trade names, copyrights, and technology, all applications for and licenses of rights and interests to or under or in respect of patents, trademarks, trade names, and copyrights and all inventions, formulae and processes of Assignor; (h) all geophysical and other seismic and related technical data and information relating recoveries to which Assignor is entitled under insurance policies (including the Assets, including any geologic and geophysical interpretations (collectively, the “Seismic Data and Information”cash surrender value thereof); (i) all of the rightsgovernmental permits, titles approvals, licenses and interests other authorizations of Assignor in and to all of the files, records, information and data, whether written or electronically stored, relating solely to the Assetsextent assignable; (j) all claims, including: demands, judgments, rights under contracts and otherwise, chose in action, rights to tax or other refunds, reversions, reminders and rights of redemption; and (ik) land all goodwill and title records (including abstracts of title, title opinions and title curative documents); (ii) contract files; (iii) correspondence; (iv) maps, engineering data and reports; (v) log books and operating data; and (vi) facility and well records (“Records”)other intangible assets; provided, however, that the Assignment is not intended to include and shall not include any right, title, or interest of Assignor shall have in or to (1) the right to retain copies Retained Assets of any Assignor (as defined in the Contribution Agreement and as set forth on Schedule II attached thereto) or all (2) such Records; other assets of Assignor (jincluding, without limitation, contracts and agreements) all claims and causes of action and all proceeds arising from such claims and causes of action, including any settlements thereof; (k) all audit rights; (l) all proceeds, accounts receivable, income, revenues, cash, cash equivalents, bonds and security therefor and monies owned as are transferred or held by Assignor or attributable assigned pursuant to the AssetsContribution Agreement by deed, including all amounts owed assignment of ground lease or other instrument of transfer or assignment other than pursuant to Assignor by Assignee or its Affiliates or held by Assignee or its Affiliates for the benefit of Assignor; and (m) any amounts held in suspense by Assignor or any other party (including Assignee and its Affiliates) on Assignor’s behalfthis Agreement.

Assignment of Assets. Effective as (a) Assignor, for and in consideration of the Effective Timecovenants and agreements to be performed by Assignee, Assignor as hereinafter contained, and for good and valuable consideration, receipt whereof is hereby acknowledged, does hereby forever GRANTgrant, BARGAINbargain, SELLsell, CONVEYassign, ASSIGNconvey and transfer to Assignee, TRANSFERits successors and assigns, SET OVER AND DELIVER unto Assignee in trust, for the benefit of Assignor’s creditors generally, all of its rightthe property of Assignor of every kind and nature and wherever situated, title both real (but not facility lease arrangements) and personal, and any interest or equity therein not exempt from execution, including, but not limited to, (i) intellectual property rights of the Assignor (e.g., trade names, service names, registered and unregistered trademarks and service marks and logos and all associated goodwill; internet domain names; patents, patent rights and applications therefor, copyrights and registrations and applications therefor; software and source code (and software licenses with respect thereto) and related documentation; customer lists and customer information; know-how, trade secrets, inventions, discoveries, concepts, ideas, methods, processes, designs, formulae, technical data, drawings, specifications, data bases and other proprietary assets (collectively, “Intellectual Property”)), and (ii) all that certain stock of merchandise, equipment, furniture, fixtures, accounts, books, cash on hand, cash in bank, deposits, insurance policies, and to all properties and assets of Assignor, including all properties and assets described choses in Section 1.1(a) through Section 1.1(m) below action that are owned legally assignable, together with the proceeds of any existing non- assignable choses in action that may hereafter be recovered or held received by Assignor (collectively, the “Assets”): (a) all oil and gas leases, (collectively, the “LeasesAssignment Estate”), together with any and all other rights, titles and interests . Assignor agrees to execute such additional documents as shall be necessary to accomplish the purposes of Assignor in and to (i) the leasehold estates created thereby and (ii) the lands covered by the Leases or included in units with which the Leases may have been pooled or unitized (the “Lands”), including in each case, fee interests, royalty interests, overriding royalty interests, production payments, net profits interests, carried interests, reversionary interests and all other interests of any kind or character;this Assignment. (b) This General Assignment specifically includes and covers all oil, gas, water, disposal claims for refund or injection xxxxx located on abatement of all excess taxes heretofore or hereafter assessed against or C:\Users\ksingla\Desktop\Pebble Landing Page\Pebble Industries Gen Assign v2.doc 1 GENERAL ASSIGNMENT collected from Assignor by the Leases and the Lands U.S. Treasury Department or on any other leases or lands with which the Leases and/or the Lands may have been pooled or unitized (collectively, the “Xxxxx”)taxing agency, and Assignor agrees to sign and execute power of attorney or such other documents as required to enable Assignee to file and prosecute, compromise and/or settle, all Hydrocarbons produced therefrom such claims before the Internal Revenue Service, U.S. Treasury Department or allocated thereto (the Leases, the Lands and the Xxxxx being collectively referred to hereinafter as the “Properties”);any other taxing or other governmental agency. (c) all rights Assignee is to receive said property and interests inconduct said business, under or derived from all unitization should it deem it proper, and pooling agreements in effect with respect is hereby authorized at any time after the signing hereof by Assignor to the Properties sell and the units created thereby which accrue or are attributable dispose of said property upon such time and terms as it may see fit, and is to the interests pay to creditors of Assignor in the Properties; (d) all Contracts; (e) all permits, licenses, servitudes, easements, rights-of-way and other surface agreements (the “Easements”); (f) all equipment, machinery, fixtures, and other real, personal and mixed property, operational and nonoperational, known or unknown, located on the Properties or the other Assets described above or used or held for use primarily in connection with the Properties or other Assets described above, including well equipment, casing, rods, tanks, boilers, buildings, tubing, pumps, motors, fixtures, machinery, compression equipment, flow lines, pipelines, gathering systems, processing and separation facilities, structures, materials and other items (“Personal Property”); (g) all Imbalances; (h) all geophysical and other seismic and related technical data and information relating to the Assets, including any geologic and geophysical interpretations (collectivelypro rata, the “Seismic Data and Information”); (i) all of the rights, titles and interests of Assignor in and to all of the files, records, information and data, whether written or electronically stored, relating solely to the Assets, including: (i) land and title records (including abstracts of title, title opinions and title curative documents); (ii) contract files; (iii) correspondence; (iv) maps, engineering data and reports; (v) log books and operating data; and (vi) facility and well records (“Records”); provided, however, that Assignor shall have the right to retain copies of any or all such Records; (j) all claims and causes of action and all net proceeds arising from such claims the conducting of said business and causes sale and disposal of actionsaid property, after deducting all moneys which Assignee may at its option pay for the discharge of any lien on any of said property and any indebtedness which under applicable law is entitled to priority of payment, and all expenses, including any settlements thereof; (k) all audit rights; (l) all proceeds, accounts receivable, income, revenues, cash, cash equivalents, bonds and security therefor and monies owned or held by Assignor or attributable a reasonable fee to the Assets, including all amounts owed to Assignor by Assignee or its Affiliates or held by Assignee or its Affiliates for the benefit of Assignor; and (m) any amounts held in suspense by Assignor or any other party (including Assignee and its Affiliates) on Assignor’s behalfattorneys.

Assignment of Assets. Effective as Assignor hereby sells, transfers, assigns, conveys, sets over, and delivers to Assignee, and Assignee hereby acquires from Assignor, all of the Effective business and operations of Assignor and all of the assets and properties of Assignor of every kind and description, wherever located, real, personal or mixed, tangible or intangible, as the same existed on 12:00 midnight, Mountain Time, Assignor does hereby forever GRANTon December 13, BARGAIN, SELL, CONVEY, ASSIGN, TRANSFER, SET OVER AND DELIVER unto Assignee all of its right, title and interest in and to all properties and assets of Assignor2005 (the "Transfer Date") (herein collectively called the "Assigned Assets"), including all properties right, title, and assets interest of Assignor in, to, and under the following, save, except, excluding the Excluded Assets as described below in Section 1.1(a) through Section 1.1(m) below that are owned or held by Assignor (collectively, the “Assets”):2: (a) all oil cash, bank deposits, investment accounts, securities and gas leases, (collectively, the “Leases”), together with any and all other rights, titles and interests of Assignor in and to (i) the leasehold estates created thereby and (ii) the lands covered by the Leases or included in units with which the Leases may have been pooled or unitized (the “Lands”), including in each case, fee interests, royalty interests, overriding royalty interests, production payments, net profits interests, carried interests, reversionary interests and all other interests of any kind or charactercash equivalents; (b) all oil, gas, water, disposal or injection xxxxx located of the assets reflected on the Leases and balance sheet of Assignor, except those disposed of in the Lands or on other leases or lands with which ordinary course of business after the Leases and/or the Lands may have been pooled or unitized (collectively, the “Xxxxx”), and all Hydrocarbons produced therefrom or allocated thereto (the Leases, the Lands and the Xxxxx being collectively referred to hereinafter as the “Properties”)date of such balance sheet; (c) all rights instruments (including promissory notes), documents, accounts, notes, and interests in, under or derived from all unitization and pooling agreements in effect with respect to the Properties and the units created thereby which accrue or are attributable to the interests of Assignor in the Propertiesaccounts receivable; (d) all Contractspersonal and fixture property of every kind and nature, including all goods (including inventory, equipment, and any accessions thereto); (e) all permits, licenses, servitudes, easements, rights-of-way and other surface agreements chattel paper (the “Easements”whether tangible or electronic); (f) all equipmentdeposit accounts, machinery, fixtures, and other real, personal and mixed property, operational and nonoperational, known letter-of-credit rights (whether or unknown, located on not the Properties or the other Assets described above or used or held for use primarily in connection with the Properties or other Assets described above, including well equipment, casing, rods, tanks, boilers, buildings, tubing, pumps, motors, fixtures, machinery, compression equipment, flow lines, pipelines, gathering systems, processing and separation facilities, structures, materials and other items (“Personal Property”letter of credit is evidenced by a writing); (g) all Imbalancescommercial tort claims, securities and all other investment property, supporting obligations, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles); (h) all geophysical raw materials, supplies, work-in-process, and other seismic and related technical data and information relating to materials included in the Assets, including any geologic and geophysical interpretations (collectively, the “Seismic Data and Information”)inventory of Assignor; (i) all of the rights, titles and interests of Assignor in and to all of the files, records, information and data, whether written or electronically stored, relating solely to the Assets, including: (i) land and title records (including abstracts of title, title opinions and title curative documents); (ii) contract files; (iii) correspondence; (iv) maps, engineering data and reports; (v) log books and operating data; and (vi) facility and well records (“Records”); provided, however, that Assignor shall have the right to retain copies of any or all such Recordsgovernmental permits; (j) all claims trademarks, trade names, service marks, and causes of action copyrights (and all proceeds arising from such claims goodwill associated therewith), registered or unregistered, and causes the applications for registration thereof and the patents and applications therefor and the licenses relating to any of action, including any settlements thereofthe foregoing; (k) all audit rightsseverance or employment agreements; (l) all proceedsmailing lists, accounts receivablecustomer lists, incomesubscriber lists, revenuesprocesses, cashcomputer software, cash equivalentsmanuals or business procedures, bonds trade secrets, know-how, and security therefor and monies owned other proprietary or held by Assignor confidential information used in or attributable relating to the Assetsactivities of Assignor, including computer software and programs including related procedures, files, and manuals and all amounts owed to Assignor by Assignee or its Affiliates or held by Assignee or its Affiliates for the benefit source and object codes and documentation related thereto; (m) all of Assignor's rights, claims, offsets, or causes of action against third parties relating to the assets, properties, business, or operations of Assignor on the Transfer Date; and (mn) any amounts held in suspense by Assignor or any other party all books and records (including Assignee all data and its Affiliatesother information stored on discs, tapes, or other media) on of Assignor relating to the assets, properties, business, and operations of Assignor’s behalf.

Assignment of Assets. Effective Seller hereby contributes, assigns, conveys and transfers to Split-Off Subsidiary, and Split-Off Subsidiary hereby receives, acquires and accepts, all assets and properties of Seller as of the Closing Date (as defined below) immediately prior to giving effect to the Effective Time, Assignor does hereby forever GRANTincluding but not limited to the following, BARGAIN, SELL, CONVEY, ASSIGN, TRANSFER, SET OVER AND DELIVER unto Assignee but excluding in all of its cases (i) the right, title and interest in and to all properties and assets of AssignorSeller in, including all properties to and assets described in Section 1.1(aunder the Transaction Documentation, and (ii) through Section 1.1(m) below that are owned or held by Assignor (collectively, the “Assets”):capital stock of PrivateCo and Split-Off Subsidiary: (a) all oil cash and gas leases, cash equivalents (collectively, the “Leases”having an approximate value of $0), together with any and all other rights, titles and interests of Assignor in and to (i) the leasehold estates created thereby and (ii) the lands covered by the Leases or included in units with which the Leases may have been pooled or unitized (the “Lands”), including in each case, fee interests, royalty interests, overriding royalty interests, production payments, net profits interests, carried interests, reversionary interests and all other interests of any kind or character; (b) all oil, gas, water, disposal or injection xxxxx located on the Leases and the Lands or on other leases or lands with which the Leases and/or the Lands may have been pooled or unitized accounts receivable (collectively, the “Xxxxx”), and all Hydrocarbons produced therefrom or allocated thereto (the Leases, the Lands and the Xxxxx being collectively referred to hereinafter as the “Properties”having an approximate value of $0); (c) all rights inventories of raw materials, work in process, parts, supplies and interests in, under or derived from all unitization and pooling agreements in effect with respect to the Properties and the units created thereby which accrue or are attributable to the interests of Assignor in the Propertiesfinished products; (d) all Contractsright, title and interest, of record, beneficial or otherwise, in and to and stock, membership interests, partnership interests or other equity or ownership interests in any corporation, limited liability company, partnership or other entity, and all bonds, debentures, notes or other securities; (e) all permitsof Seller’s rights, title and interests in, to and under all contracts, agreements, leases, licenses (including software licenses), servitudessupply agreements, easementsconsulting agreements, rightscommitments, purchase orders, customer orders and work orders, and including all of Seller’s rights thereunder to use and possess equipment provided by third parties, and all representations, warranties, covenants and guarantees related to the foregoing (provided that, to the extent any of the foregoing or any claim or right or benefit arising thereunder or resulting therefrom is not assignable by its terms or the assignment thereof shall require the consent or approval of another party thereto, this Agreement shall not constitute an assignment thereof if an attempted assignment would be in violation of the terms thereof or if such consent is not obtained prior to the Effective Time, and in lieu thereof Seller shall reasonably cooperate with Split-ofOff Subsidiary in any reasonable arrangement designed to provide Split-way and other surface agreements (Off Subsidiary the “Easements”benefits thereunder or any claim or right arising thereunder); (f) all equipment, machinery, fixtures, and other real, personal and mixed intellectual property, operational including but not limited to issued patents, patent applications (whether or not patents are issued thereon and nonoperationalwhether modified, known withdrawn or unknownresubmitted), located on unpatented inventions, product designs, copyrights (whether registered or unregistered), know-how, technology, trade secrets, technical information, notebooks, drawings, software, computer coding (both object and source) and all documentation, manuals and drawings related thereto, trademarks or service marks and applications therefor, unregistered trademarks or service marks, trade names, logos and icons and all rights to sxx or recover for the Properties infringement or the other Assets described above or used or held for use primarily in connection with the Properties or other Assets described above, including well equipment, casing, rods, tanks, boilers, buildings, tubing, pumps, motors, fixtures, machinery, compression equipment, flow lines, pipelines, gathering systems, processing and separation facilities, structures, materials and other items (“Personal Property”)misappropriation thereof; (g) all Imbalancesfixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by Seller; (h) all geophysical customer lists, business records, customer records and files, customer financial records, and all other seismic and related technical data files and information relating related to the Assetscustomers, including any geologic all customer proposals, all open service agreements with customers and geophysical interpretations (collectively, the “Seismic Data all uncompleted customer contracts and Information”);agreements; and (i) to the extent legally assignable, all licenses, permits, certificates, approvals and authorizations issued by Governmental Entities and necessary to own, lease or operate the assets and properties of Seller and to conduct Seller’s business as it is presently conducted; all of the rights, titles and interests of Assignor in and foregoing being referred to all of herein as the files, records, information and data, whether written or electronically stored, relating solely to the “Assigned Assets, including: (i) land and title records (including abstracts of title, title opinions and title curative documents); (ii) contract files; (iii) correspondence; (iv) maps, engineering data and reports; (v) log books and operating data; and (vi) facility and well records (“Records.”); provided, however, that Assignor shall have the right to retain copies of any or all such Records; (j) all claims and causes of action and all proceeds arising from such claims and causes of action, including any settlements thereof; (k) all audit rights; (l) all proceeds, accounts receivable, income, revenues, cash, cash equivalents, bonds and security therefor and monies owned or held by Assignor or attributable to the Assets, including all amounts owed to Assignor by Assignee or its Affiliates or held by Assignee or its Affiliates for the benefit of Assignor; and (m) any amounts held in suspense by Assignor or any other party (including Assignee and its Affiliates) on Assignor’s behalf.

Assignment of Assets. Effective as of the Effective Time, each Assignor does hereby forever GRANT, BARGAIN, SELL, CONVEY, ASSIGN, TRANSFER, SET OVER AND DELIVER unto Assignee all of its right, title and interest in and to all properties and assets of such Assignor, including all properties and assets described in Section 1.1(a) through Section 1.1(m) below that are owned or held by such Assignor (collectively, the “Assets”): (a) all oil and gas leases, (collectively, the “Leases”), together with any and all other rights, titles and interests of such Assignor in and to (i) the leasehold estates created thereby and (ii) the lands covered by the Leases or included in units with which the Leases may have been pooled or unitized (the “Lands”), including in each case, fee interests, royalty interests, overriding royalty interests, production payments, net profits interests, carried interests, reversionary interests and all other interests of any kind or character; (b) all oil, gas, water, disposal or injection xxxxx located on the Leases and the Lands or on other leases or lands with which the Leases and/or the Lands may have been pooled or unitized (collectively, the “Xxxxx”), and all Hydrocarbons produced therefrom or allocated thereto (the Leases, the Lands and the Xxxxx being collectively referred to hereinafter as the “Properties”); (c) all rights and interests in, under or derived from all unitization and pooling agreements in effect with respect to the Properties and the units created thereby which accrue or are attributable to the interests of such Assignor in the Properties; (d) all Contracts; (e) all permits, licenses, servitudes, easements, rights-of-way and other surface agreements (the “Easements”); (f) all equipment, machinery, fixtures, and other real, personal and mixed property, operational and nonoperational, known or unknown, located on the Properties or the other Assets described above or used or held for use primarily in connection with the Properties or other Assets described above, including well equipment, casing, rods, tanks, boilers, buildings, tubing, pumps, motors, fixtures, machinery, compression equipment, flow lines, pipelines, gathering systems, processing and separation facilities, structures, materials and other items (“Personal Property”); (g) all Imbalances; (h) all geophysical and other seismic and related technical data and information relating to the Assets, including any geologic and geophysical interpretations (collectively, the “Seismic Data and Information”); (i) all of the rights, titles and interests of such Assignor in and to all of the files, records, information and data, whether written or electronically stored, relating solely to the Assets, including: (i) land and title records (including abstracts of title, title opinions and title curative documents); (ii) contract files; (iii) correspondence; (iv) maps, engineering data and reports; (v) log books and operating data; and to (vi) facility and well records (“Records”); provided, however, that such Assignor shall have the right to retain copies of any or all such Records; (j) all claims and causes of action and all proceeds arising from such claims and causes of action, including any settlements thereof; (k) all audit rights; (l) all proceeds, accounts receivable, income, revenues, cash, cash equivalents, bonds and security therefor and monies owned or held by such Assignor or attributable to the Assets, including all amounts owed to such Assignor by Assignee or its Affiliates or held by Assignee or its Affiliates for the benefit of such Assignor; and (m) any amounts held in suspense by such Assignor or any other party (including Assignee and its Affiliates) on such Assignor’s behalf.

Assignment of Assets. Effective as of the Effective Time, each Assignor does hereby forever GRANT, BARGAIN, SELL, CONVEY, ASSIGN, TRANSFER, SET OVER AND DELIVER unto Assignee all of its right, title and interest in and to all properties and assets of such Assignor, including all properties and assets described in Section 1.1(a) through Section 1.1(m) below that are owned or held by such Assignor (collectively, the “Assets”): (a) all oil and gas leases, (collectively, the “Leases”), together with any and all other rights, titles and interests of such Assignor in and to (i) the leasehold estates created thereby and (ii) the lands covered by the Leases or included in units with which the Leases may have been pooled or unitized (the “Lands”), including in each case, fee interests, royalty interests, overriding royalty interests, production payments, net profits interests, carried interests, reversionary interests and all other interests of any kind or character; (b) all oil, gas, water, disposal or injection xxxxx located on the Leases and the Lands or on other leases or lands with which the Leases and/or the Lands may have been pooled or unitized (collectively, the “Xxxxx”), and all Hydrocarbons produced therefrom or allocated thereto (the Leases, the Lands and the Xxxxx being collectively referred to hereinafter as the “Properties”); (c) all rights and interests in, under or derived from all unitization and pooling agreements in effect with respect to the Properties and the units created thereby which accrue or are attributable to the interests of such Assignor in the Properties; (d) all Contracts; (e) all permits, licenses, servitudes, easements, rights-of-way and other surface agreements (the “Easements”); (f) all equipment, machinery, fixtures, and other real, personal and mixed property, operational and nonoperational, known or unknown, located on the Properties or the other Assets described above or used or held for use primarily in connection with the Properties or other Assets described above, including well equipment, casing, rods, tanks, boilers, buildings, tubing, pumps, motors, fixtures, machinery, compression equipment, flow lines, pipelines, gathering systems, processing and separation facilities, structures, materials and other items (“Personal Property”); (g) all Imbalances; (h) all geophysical and other seismic and related technical data and information relating to the Assets, including any geologic and geophysical interpretations (collectively, the “Seismic Data and Information”); (i) all of the rights, titles and interests of such Assignor in and to all of the files, records, information and data, whether written or electronically stored, relating solely to the Assets, including: (i) land and title records (including abstracts of title, title opinions and title curative documents); (ii) contract files; (iii) correspondence; (iv) maps, engineering data and reports; (v) log books and operating data; and (vi) facility and well records (“Records”); provided, however, that such Assignor shall have the right to retain copies of any or all such Records; (j) all claims and causes of action and all proceeds arising from such claims and causes of action, including any settlements thereof; (k) all audit rights; (l) all proceeds, accounts receivable, income, revenues, cash, cash equivalents, bonds and security therefor and monies owned or held by such Assignor or attributable to the Assets, including all amounts owed to such Assignor by Assignee or its Affiliates or held by Assignee or its Affiliates for the benefit of such Assignor; and (m) any amounts held in suspense by such Assignor or any other party (including Assignee and its Affiliates) on such Assignor’s behalf.