Common use of Assignment of Assets Clause in Contracts

Assignment of Assets. 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, including but not limited to the following, but excluding in all cases (i) the right, title and assets of Seller in, to and under the Transaction Documentation and (ii) the capital stock of InVivo, Acquisition Subsidiary and Split-Off Subsidiary: (a) all cash and cash equivalents; (b) all accounts receivable; (c) all inventories of raw materials, work in process, parts, supplies and finished products; (d) all of 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 intellectual property, including but not limited to issued patents, patent applications (whether or not patents are issued thereon and whether modified, withdrawn or resubmitted), unpatented inventions, product designs, copyrights (whether registered or unregistered), know-how, technology, trade secrets, technical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 infringement or misappropriation thereof; (f) all fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by Seller; (g) all 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) 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 foregoing being referred to herein as the “Assigned Assets.”

Assignment of Assets. 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 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 but not limited 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 the following, but excluding in all cases (i) the right, title and assets of Seller in, to and under the Transaction Documentation leasehold estates created thereby and (ii) the capital stock 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 InVivo, Acquisition Subsidiary and Split-Off Subsidiary: (a) all cash and cash equivalentsany kind or character; (b) all accounts receivableoil, 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 inventories 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 raw materials, work Assignor in process, parts, supplies and finished productsthe Properties; (d) all of 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)Contracts; (e) all intellectual propertypermits, including but not limited to issued patentslicenses, patent applications servitudes, easements, rights-of-way and other surface agreements (whether or not patents are issued thereon and whether modified, withdrawn or resubmittedthe “Easements”), 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 infringement or misappropriation thereof; (f) all fixed assetsequipment, 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 but not limited to the well equipment, casing, rods, tanks, boilers, buildings, tubing, pumps, motors, fixtures, machinery, compression equipment, furnitureflow lines, vehiclespipelines, office equipment gathering systems, processing and separation facilities, structures, materials and other tangible personal property owned or leased by Selleritems (“Personal Property”); (g) all customer listsImbalances; (h) all geophysical and other seismic and related technical data and information relating to the Assets, business 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, customer 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, customer financial recordsengineering 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 other files proceeds arising from such claims and information related 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 customersthe Assets, including all customer proposals, all open service agreements with customers and all uncompleted customer contracts and agreementsamounts owed to Assignor by Assignee or its Affiliates or held by Assignee or its Affiliates for the benefit of Assignor; and (hm) to the extent legally assignable, all licenses, permits, certificates, approvals any amounts held in suspense by Assignor or any other party (including Assignee and authorizations issued by Governmental Entities and necessary to own, lease or operate the assets and properties of Seller and to conduct Sellerits Affiliates) on Assignor’s business as it is presently conducted; all of the foregoing being referred to herein as the “Assigned Assetsbehalf.”

Assignment of Assets. 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), including but not limited to the following, but excluding in all cases (i) the right, title and assets of Seller in, to and under the Merger Agreement and all other agreements and instruments referred to therein (collectively, the “Transaction Documentation Documents”), and (ii) the capital stock of InVivo, Acquisition Subsidiary PrivateCo and Split-Off Subsidiary: (a) all cash and cash equivalentsequivalents (having an approximate value of $0); (b) all accounts receivablereceivable (having an approximate value of $0); (c) all inventories of raw materials, work in process, parts, supplies and finished products; (d) all right, 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 of 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 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, 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); (ef) all intellectual property, including but not limited to issued patents, patent applications (whether or not patents are issued thereon and whether modified, withdrawn or resubmitted), 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 infringement or misappropriation thereof; (fg) all fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by Seller; (gh) all 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 (hi) 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 foregoing being referred to herein as the “Assigned Assets.”

Assignment of Assets. 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, including but not limited to the following, but excluding in all cases (i) the right, title and assets of Seller in, to and under the Transaction Documentation Documents), and (ii) the capital stock of InVivo, Acquisition Subsidiary PrivateCo and Split-Off Subsidiary: (a) all pre-Merger cash and cash equivalents; (b) all pre-Merger accounts receivable; (c) all pre-Merger inventories of raw materials, work in process, parts, supplies and finished products; (d) all right, 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 of 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 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, 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); (ef) all intellectual property, including but not limited to issued patents, patent applications (whether or not patents are issued thereon and whether modified, withdrawn or resubmitted), 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 infringement or misappropriation thereof; (fg) all fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by Seller; (gh) all 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 (hi) 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 foregoing being referred to herein as the “Assigned Assets.”

Assignment of Assets. Seller hereby contributes, assigns, conveys and transfers to Split-Off Subsidiary, and Split-Off Subsidiary hereby receives, acquires and accepts, all assets 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, including but not limited to the following, but excluding in all cases (i) the right, title and assets rights of Seller in, to and under the Transaction Documentation Documents, and (ii) the capital stock of InVivo, Acquisition Subsidiary and Split-Off Subsidiary: (a) all pre-Merger cash and cash equivalents; (b) all pre-Merger accounts receivable; (c) all pre-Merger inventories of raw materials, work in process, parts, supplies and finished products; (d) all right, 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 of 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)foregoing; (ef) all intellectual property, including but not limited to issued patents, patent applications (whether or not patents are issued thereon and whether modified, withdrawn or resubmitted), 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 infringement or misappropriation thereof; (fg) all fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by Seller; (gh) all 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 (hi) to the extent legally assignable, all licenses, permits, certificates, approvals and authorizations issued by Governmental Entities Entities, except those certificates, approvals and necessary authorizations relating to own, lease or operate the assets and properties of Seller and to conduct Seller’s business as it is presently conductedincorporation, organization and securities; all of the foregoing being referred to herein as the “Assigned Assets.”

Assignment of Assets. 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, including but not limited to the following, but excluding in all cases (i) the right, title and assets of Seller in, to and under the Transaction Documentation and (ii) the capital stock of InVivoMesa, Acquisition Subsidiary and Split-Off Subsidiary: (a) all cash and cash equivalents; (b) all accounts receivable; (c) all inventories of raw materials, work in process, parts, supplies and finished products; (d) all of 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 intellectual property, including but not limited to issued patents, patent applications (whether or not patents are issued thereon and whether modified, withdrawn or resubmitted), 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 infringement or misappropriation thereof; (f) all fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by Seller; (g) all 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) 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 foregoing being referred to herein as the “Assigned Assets.”

Assignment of Assets. Seller Assignor hereby contributessells, transfers, assigns, conveys and transfers to Split-Off Subsidiaryconveys, sets over, and Split-Off Subsidiary delivers to Assignee, and Assignee hereby receives, acquires and acceptsfrom Assignor, all of the business and operations of Assignor and all of the assets and properties of Seller Assignor of every kind and description, wherever located, real, personal or mixed, tangible or intangible, as of the Effective same existed on 12:00 midnight, Mountain Time, on December 13, 2005 (the "Transfer Date") (herein collectively called the "Assigned Assets"), including but not limited to all right, title, and interest of Assignor in, to, and under the following, but save, except, excluding the Excluded Assets as described below in all cases (i) the right, title and assets of Seller in, to and under the Transaction Documentation and (ii) the capital stock of InVivo, Acquisition Subsidiary and Split-Off SubsidiarySection 2: (a) all cash cash, bank deposits, investment accounts, securities and cash equivalents; (b) all accounts receivableof the assets reflected on the balance sheet of Assignor, except those disposed of in the ordinary course of business after the date of such balance sheet; (c) all inventories of raw materialsinstruments (including promissory notes), work in processdocuments, partsaccounts, supplies notes, and finished productsaccounts receivable; (d) all personal and fixture property of Seller’s rightsevery kind and nature, title and interests in, to and under including all contracts, agreements, leases, licenses goods (including software licenses)inventory, supply agreements, consulting agreements, commitments, purchase orders, customer orders and work ordersequipment, 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 accessions 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 intellectual property, including but not limited to issued patents, patent applications chattel paper (whether tangible or not patents are issued thereon and whether modified, withdrawn or resubmittedelectronic), 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 infringement or misappropriation thereof; (f) all fixed assetsdeposit accounts, including but letter-of-credit rights (whether or not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased letter of credit is evidenced by Sellera writing); (g) all commercial 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 raw materials, supplies, work-in-process, and other materials included in the inventory of Assignor; (i) all governmental permits; (j) trademarks, trade names, service marks, and copyrights (and all goodwill associated therewith), registered or unregistered, and the applications for registration thereof and the patents and applications therefor and the licenses relating to any of the foregoing; (k) all severance or employment agreements; (l) all mailing lists, customer lists, subscriber lists, processes, computer software, manuals or business recordsprocedures, customer records trade secrets, know-how, and other proprietary or confidential information used in or relating to the activities of Assignor, including computer software and programs including related procedures, files, customer financial records, and manuals and all other files source and information object codes and documentation related thereto; (m) all of Assignor's rights, claims, offsets, or causes of action against third parties relating to customersthe assets, all customer proposalsproperties, all open service agreements with customers and all uncompleted customer contracts and agreementsbusiness, or operations of Assignor on the Transfer Date; and (hn) all books and records (including all data and other information stored on discs, tapes, or other media) of Assignor relating to the extent legally assignableassets, all licensesproperties, permitsbusiness, certificates, approvals and authorizations issued by Governmental Entities and necessary to own, lease or operate the assets and properties operations of Seller and to conduct Seller’s business as it is presently conducted; all of the foregoing being referred to herein as the “Assigned AssetsAssignor.”

Assignment of Assets. 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 Effective at the Effective Time, including but not limited Assignor hereby conveys, grants, contributes, transfers and assigns to the followingAssignee, but excluding in its successors and assigns, all cases (i) the of their right, title and assets interest in and to all of Seller inthe assets, to properties, businesses and under goodwill of Assignor of every kind and nature whatsoever, tangible or intangible, real, personal or mixed, fixed or contingent, wherever located (the Transaction Documentation and (ii) “Assignment”), including, without limitation, the capital stock of InVivo, Acquisition Subsidiary and Split-Off Subsidiaryfollowing: (a) all cash and cash equivalentsof the Assignor’s assets; (b) all accounts receivabledeeds, leases, leaseholds, mortgages, assignments, contracts, options and licenses of every kind and description to which Assignor’s are a party and all documents and muniments of title relating to or in any way connected with the property of Assignor; (c) all inventories the right, title, interest, estate and appurtenances of raw materialsAssignor of every kind and description whatsoever in, work or in processany way relating to, partsreal property or real estate, supplies including, without limitation, estates of freehold, leaseholds and finished productschattels real, easements and servitudes of every kind, and all buildings and other improvements situated on such real property; (d) all furniture, 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 Seller’s rightsAssignor of every kind and description; (e) all claims, title rights and interests of Assignor in, to and under all contracts, agreements, leases, licenses (including software licenses), supply agreements, consulting agreements, commitments, purchase orders, customer orders agreements and work orders, contracts between Assignor and including all of Seller’s rights thereunder to use and possess equipment provided by third any other party or parties, and all representationsin, warranties, covenants to and guarantees related to the foregoing (provided that to the extent under any of the foregoing other contracts which have been acquired by Assignor by assignment 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 intellectual property, including but not limited to issued patents, patent applications (whether or not patents are issued thereon and whether modified, withdrawn or resubmitted), 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 infringement or misappropriation thereofother manner; (f) all fixed assetsaccounts receivable, including but not limited to the machinerybills and notes receivable, equipmentcredits, furniturebank accounts, vehiclescash on hand or in banks, office equipment equities, bonds, shares of stock and other tangible personal property owned or leased by Sellersecurities, investments, debts, bills, discounts and deferred items of Assignor; (g) all customer listspatents, business recordstrademarks, customer records and filestrade names, customer financial recordscopyrights, and all other files and information related to customerstechnology, all customer proposalsapplications for and licenses of rights and interests to or under or in respect of patents, all open service agreements with customers trademarks, trade names, and copyrights and all uncompleted customer inventions, formulae and processes of Assignor; (h) all recoveries to which Assignor is entitled under insurance policies (including the cash surrender value thereof); (i) all governmental permits, approvals, licenses and other authorizations of Assignor to the extent assignable; (j) all claims, demands, judgments, rights under contracts and agreementsotherwise, chose in action, rights to tax or other refunds, reversions, reminders and rights of redemption; and (hk) all goodwill and other intangible assets; provided, however, that the Assignment is not intended to include and shall not include any right, title, or interest of Assignor in or to (1) the Retained Assets of Assignor (as defined in the Contribution Agreement and as set forth on Schedule II attached thereto) or (2) such other assets of Assignor (including, without limitation, contracts and agreements) as are transferred or assigned pursuant to the extent legally assignableContribution Agreement by deed, all licenses, permits, certificates, approvals and authorizations issued by Governmental Entities and necessary to own, assignment of ground lease or operate the assets and properties other instrument of Seller and transfer or assignment other than pursuant to conduct Seller’s business as it is presently conducted; all of the foregoing being referred to herein as the “Assigned Assetsthis Agreement.”

Assignment of Assets. 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 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 but not limited 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 the following, but excluding in all cases (i) the right, title and assets of Seller in, to and under the Transaction Documentation leasehold estates created thereby and (ii) the capital stock 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 InVivo, Acquisition Subsidiary and Split-Off Subsidiary: (a) all cash and cash equivalentsany kind or character; (b) all accounts receivableoil, 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 inventories 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 raw materials, work such Assignor in process, parts, supplies and finished productsthe Properties; (d) all of 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)Contracts; (e) all intellectual propertypermits, including but not limited to issued patentslicenses, patent applications servitudes, easements, rights-of-way and other surface agreements (whether or not patents are issued thereon and whether modified, withdrawn or resubmittedthe “Easements”), 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 infringement or misappropriation thereof; (f) all fixed assetsequipment, 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 but not limited to the well equipment, casing, rods, tanks, boilers, buildings, tubing, pumps, motors, fixtures, machinery, compression equipment, furnitureflow lines, vehiclespipelines, office equipment gathering systems, processing and separation facilities, structures, materials and other tangible personal property owned or leased by Selleritems (“Personal Property”); (g) all customer listsImbalances; (h) all geophysical and other seismic and related technical data and information relating to the Assets, business 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, customer information and data, whether written or electronically stored, relating solely 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 files, customer financial records, causes of action and all other files proceeds arising from such claims and information related 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 customersthe Assets, including all customer proposals, all open service agreements with customers and all uncompleted customer contracts and agreementsamounts owed to such Assignor by Assignee or its Affiliates or held by Assignee or its Affiliates for the benefit of such Assignor; and (hm) to the extent legally assignable, all licenses, permits, certificates, approvals any amounts held in suspense by such Assignor or any other party (including Assignee and authorizations issued by Governmental Entities and necessary to own, lease or operate the assets and properties of Seller and to conduct Sellerits Affiliates) on such Assignor’s business as it is presently conducted; all of the foregoing being referred to herein as the “Assigned Assetsbehalf.”

Assignment of Assets. 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 Effective at the Effective Time, including but not limited Assignor hereby conveys, grants, contributes, transfers and assigns to the followingAssignee, but excluding in its successors and assigns, all cases (i) the of their right, title and assets interest in and to all of Seller inthe assets, to properties, businesses and under goodwill of Assignor of every kind and nature whatsoever, tangible or intangible, real, personal or mixed, fixed or contingent, wherever located (the Transaction Documentation and (ii) “Assignment”), including, without limitation, the capital stock of InVivo, Acquisition Subsidiary and Split-Off Subsidiaryfollowing: (a) all cash and cash equivalentsof the Assignor’s assets; (b) all accounts receivabledeeds, leases, leaseholds, mortgages, assignments, contracts, options and licenses of every kind and description to which Assignor’s are a party and all documents and instruments of title relating to or in any way connected with the property of Assignor; (c) all inventories the right, title, interest, estate and appurtenances of raw materialsAssignor of every kind and description whatsoever in, work or in processany way relating to, partsreal property or real estate, supplies including, without limitation, estates of freehold, leaseholds and finished productschattels real, easements and servitudes of every kind, and all buildings and other improvements situated on such real property; (d) all furniture, 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 Seller’s rightsAssignor of every kind and description; (e) all claims, title rights and interests of Assignor in, to and under all contracts, agreements, leases, licenses (including software licenses), supply agreements, consulting agreements, commitments, purchase orders, customer orders agreements and work orders, contracts between Assignor and including all of Seller’s rights thereunder to use and possess equipment provided by third any other party or parties, and all representationsin, warranties, covenants to and guarantees related to the foregoing (provided that to the extent under any of the foregoing other contracts which have been acquired by Assignor by assignment 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 intellectual property, including but not limited to issued patents, patent applications (whether or not patents are issued thereon and whether modified, withdrawn or resubmitted), 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 infringement or misappropriation thereofother manner; (f) all fixed assetsaccounts receivable, including but not limited to the machinerybills and notes receivable, equipmentcredits, furniturebank accounts, vehiclescash on hand or in banks, office equipment equities, bonds, shares of stock and other tangible personal property owned or leased by Sellersecurities, investments, debts, bills, discounts and deferred items of Assignor; (g) all customer listspatents, business recordstrademarks, customer records and filestrade names, customer financial recordscopyrights, and all other files and information related to customerstechnology, all customer proposalsapplications for and licenses of rights and interests to or under or in respect of patents, all open service agreements with customers trademarks, trade names, and copyrights and all uncompleted customer inventions, formulae and processes of Assignor; (h) all recoveries to which Assignor is entitled under insurance policies (including the cash surrender value thereof); (i) all governmental permits, approvals, licenses and other authorizations of Assignor to the extent assignable; (j) all claims, demands, judgments, rights under contracts and agreementsotherwise, chose in action, rights to tax or other refunds, reversions, reminders and rights of redemption; and (hk) all goodwill and other intangible assets; provided, however, that the Assignment is not intended to include and shall not include any right, title, or interest of Assignor in or to (1) the Retained Assets of Assignor (as defined in the Contribution Agreement and as set forth on Schedule II attached thereto) or (2) such other assets of Assignor (including, without limitation, contracts and agreements) as are transferred or assigned pursuant to the extent legally assignableContribution Agreement by deed, all licenses, permits, certificates, approvals and authorizations issued by Governmental Entities and necessary to own, assignment of ground lease or operate the assets and properties other instrument of Seller and transfer or assignment other than pursuant to conduct Seller’s business as it is presently conducted; all of the foregoing being referred to herein as the “Assigned Assetsthis Agreement.”

Assignment of Assets. (a) Subject to and in accordance with the terms of this Agreement, Seller hereby contributes, assigns, conveys and transfers agrees to Split-Off Subsidiarysell to Buyer, and Split-Off Subsidiary hereby receivesXxxxx agrees to purchase from Seller, acquires and accepts, all assets and properties of Seller effective as of the Effective TimeDate, all of the right, title, and interest of Seller (owned or held directly by Seller, or indirectly through its agents, including but not limited Two Pearl Energy (as defined below)) in and to the followinginterests and properties, but excluding in all cases less and except the Excluded Assets (as defined below) (collectively, the “Assets”): (i) 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, the “Leases”), and all rights and interests in the lands covered by the Leases and any lands pooled or unitized therewith (such lands, the “Lands”, together with the Leases, the “Oil and Gas Properties”); (ii) all permits, licenses, servitudes, easements, rights-of-way, surface leases, other surface 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”); (iii) to the extent assignable, all contracts, agreements and any other legally binding arrangement (but excluding any Leases or Easements) relating primarily to any of the Assets or that will be binding on Buyer or the Assets after the Closing (as defined below) (but exclusive of any contracts relating to the Excluded Assets), including without limitation any purchase, sale, farmin, farmout, area of mutual interest, disposition, exploration, operation, marketing, transportation, or processing of the Oil and Gas Properties (collectively, the “Conveyed Contracts”), and all rights thereunder, including those set forth on Exhibit C; and (iv) all files, records, and data (including electronic data) or copies thereof in the possession of Seller to the extent specifically related to the Assets, including: (1) suspended funds files, lease files, land files, xxxxx files, division order files, abstracts, title files, engineering and/or production files, non-interpretive maps, and accounting and tax records; (2) approved authorizations for expenditures, engineering records, non-interpretive reservoir information, daily drilling and completion plans and reports, and wellbore diagrams; (3) marketing contracts; and (4) environmental files and records (collectively, the “Records”). (b) 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 inother 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 under discharge (or cause to be fulfilled, performed, paid, and discharged) all obligations and Liabilities (i) related to the Transaction Documentation Excluded Assets (except as provided for in Section 6 (Seismic Operation) of the Acquisition and Development Agreement), and (ii) other than those arising from, based upon, related to or associated with the capital stock Assumed Obligations (the “Retained Obligations”). As used herein, “Liabilities” means any and all claims, obligations, causes of InVivoaction, Acquisition Subsidiary payments, charges, judgments, assessments, liabilities, losses, damages, penalties, fines, costs and Split-Off Subsidiary: (a) all cash and cash equivalents; (b) all accounts receivable; (c) all inventories of raw materialsexpenses, work in processincluding court fees, parts, supplies and finished products; (d) all of 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 ordersreasonable attorneys’ fees, 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 other expenses incurred 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 intellectual property, including but not limited to issued patents, patent applications (whether or not patents are issued thereon and whether modified, withdrawn or resubmitted), 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 infringement or misappropriation thereof; (f) all fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by Seller; (g) all 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) 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 foregoing being referred to herein as the “Assigned Assetsconnection therewith.”

Assignment of Assets. Seller (a) Assignor, for and in consideration of the covenants and agreements to be performed by Assignee, as hereinafter contained, and for good and valuable consideration, receipt whereof is hereby contributesacknowledged, does hereby grant, bargain, sell, assign, convey and transfer to Assignee, its successors and assigns, conveys in trust, for the benefit of Assignor’s creditors generally, all of the property of Assignor of every kind and transfers to Split-Off Subsidiarynature and wherever situated, both real (but not facility lease arrangements) and personal, and Split-Off Subsidiary hereby receivesany interest or equity therein not exempt from execution, acquires and acceptsincluding, all assets and properties of Seller as of the Effective Time, including but not limited to the followingto, but excluding in all cases (i) intellectual property rights of the rightAssignor (e.g., title 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 of Seller in(collectively, to and under the Transaction Documentation “Intellectual Property”)), and (ii) the capital all that certain stock of InVivo, Acquisition Subsidiary and Split-Off Subsidiary: (a) all cash and cash equivalents; (b) all accounts receivable; (c) all inventories of raw materials, work in process, parts, supplies and finished products; (d) all of 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 intellectual property, including but not limited to issued patents, patent applications (whether or not patents are issued thereon and whether modified, withdrawn or resubmitted), 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 infringement or misappropriation thereof; (f) all fixed assets, including but not limited to the machinerymerchandise, equipment, furniture, vehiclesfixtures, office equipment accounts, books, cash on hand, cash in bank, deposits, insurance policies, and other tangible personal property owned choses in action that are legally assignable, together with the proceeds of any existing non- assignable choses in action that may hereafter be recovered or leased received by Seller;Assignor (collectively, the “Assignment Estate”). Assignor agrees to execute such additional documents as shall be necessary to accomplish the purposes of this Assignment. (gb) This General Assignment specifically includes and covers all customer listsclaims for refund or 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 U.S. Treasury Department or any other 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 such claims before the Internal Revenue Service, U.S. Treasury Department or any other taxing or other governmental agency. (c) Assignee is to receive said property and conduct said business, should it deem it proper, and is hereby authorized at any time after the signing hereof by Assignor to sell and dispose of said property upon such time and terms as it may see fit, and is to pay to creditors of Assignor pro rata, the net proceeds arising from the conducting of said business recordsand sale and disposal of said property, customer records after deducting all moneys which Assignee may at its option pay for the discharge of any lien on any of said property and files, customer financial recordsany indebtedness which under applicable law is entitled to priority of payment, and all other files expenses, including a reasonable fee to Assignee and information related to customers, all customer proposals, all open service agreements with customers and all uncompleted customer contracts and agreements; and (h) 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 foregoing being referred to herein as the “Assigned Assetsits attorneys.”

Assignment of Assets. 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 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 but not limited 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 the following, but excluding in all cases (i) the right, title and assets of Seller in, to and under the Transaction Documentation leasehold estates created thereby and (ii) the capital stock 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 InVivo, Acquisition Subsidiary and Split-Off Subsidiary: (a) all cash and cash equivalentsany kind or character; (b) all accounts receivableoil, 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 inventories 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 raw materials, work such Assignor in process, parts, supplies and finished productsthe Properties; (d) all of 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)Contracts; (e) all intellectual propertypermits, including but not limited to issued patentslicenses, patent applications servitudes, easements, rights-of-way and other surface agreements (whether or not patents are issued thereon and whether modified, withdrawn or resubmittedthe “Easements”), 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 infringement or misappropriation thereof; (f) all fixed assetsequipment, 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 but not limited to the well equipment, casing, rods, tanks, boilers, buildings, tubing, pumps, motors, fixtures, machinery, compression equipment, furnitureflow lines, vehiclespipelines, office equipment gathering systems, processing and separation facilities, structures, materials and other tangible personal property owned or leased by Selleritems (“Personal Property”); (g) all customer listsImbalances; (h) all geophysical and other seismic and related technical data and information relating to the Assets, business 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, customer 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, customer financial recordsengineering 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 other files proceeds arising from such claims and information related 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 customersthe Assets, including all customer proposals, all open service agreements with customers and all uncompleted customer contracts and agreementsamounts owed to such Assignor by Assignee or its Affiliates or held by Assignee or its Affiliates for the benefit of such Assignor; and (hm) to the extent legally assignable, all licenses, permits, certificates, approvals any amounts held in suspense by such Assignor or any other party (including Assignee and authorizations issued by Governmental Entities and necessary to own, lease or operate the assets and properties of Seller and to conduct Sellerits Affiliates) on such Assignor’s business as it is presently conducted; all of the foregoing being referred to herein as the “Assigned Assetsbehalf.”