Common use of Contribution of Assets Clause in Contracts

Contribution of Assets. Assignor hereby assigns, transfers, conveys and delivers to Assignee, and Assignee hereby accepts from Assignor, all of the Oil and Gas Properties, which include: (a) Assignor’s leasehold interests in oil, gas and other minerals, including working interests, earned working interests, net profits interests, rights of assignment and reassignment, and all other rights and interests in the Leases; (b) All fee interests in oil, gas and other minerals, including rights under mineral deeds, conveyances, options and assignments; (c) All royalty interests, overriding royalty interests, production payments, rights to take royalties in kind, and all other interests in and/or payable out of production of oil, gas, and other minerals; (d) All rights and interests in or derived from operating agreements, unit agreements, orders and decisions of state and federal regulatory authorities establishing units, joint operating agreements, enhanced recovery agreements, water flood agreements, farmout and farming agreements, options, drilling agreements, unitization, pooling and communitization agreements, oil and/or gas sales agreements, processing agreements, gas gathering and transmission agreements, gas balancing agreements, salt water disposal and injection agreements, assignments of operating rights, subleases, and any and all other agreements to the extent they pertain to the Leases, Lands and the xxxxx located on the Leases; (e) All rights of way, casements, surface fees, surface leases, servitudes and franchises insofar as they pertain to the Leases and the xxxxx located on the Leases; (f) All permits and licenses of any nature, owned, held or operated by Assignor in connection with the Leases, Lands and the xxxxx located on the Lands subject to the Leases; (g) All producing, non-producing, and shut-in oil and gas xxxxx, salt water disposal xxxxx, water xxxxx, injection xxxxx, and all other xxxxx on or attributable to the Leases, whether or not identified; and (h) All pumping units, pumps, casing, rods, tubing, wellhead equipment, separators, heater treaters, tanks, pipelines, gathering lines, flow lines, valves, fittings and all other surface and downhole equipments, fixtures, related inventory, gathering and treating facilities, personal property and equipment used in connection with the Leases and the xxxxx located on the Leases and all other interests described above. Notwithstanding the date of execution of this Agreement, Assignor is assigning to Assignee the Oil and Gas Properties effective as of October 1, 2007. For the avoidance of doubt, any revenue related to the Oil and Gas Properties received on or after October 1, 2007 will be the property of Assignee.

Contribution of Assets. Assignor Subject to the provisions of this Agreement, the Partner hereby contributes, assigns, transfers, conveys and delivers sets over to Assigneethe Partnership as a capital contribution, and Assignee the Partnership hereby accepts from Assignorthe Partner as a capital contribution, as of the Effective Time to have, to possess and hold the same, together with all benefit and advantage to be derived therefrom absolutely all of the Oil property and Gas Propertiesassets used in connection with or otherwise relating to the Business (other than the Excluded Assets), which includewhether real or personal, tangible or intangible, of every kind and description and wherever situated (collectively, the “Assets”), including, without limitation: (a) Assignor’s leasehold interests in oilall real property of the Partner, gas together with the buildings, structures, improvements and other minerals, including working interests, earned working interests, net profits interests, rights of assignment and reassignment, and all other rights and interests in the Leasesappurtenances situated thereon; (b) All fee interests in oilall rights of the Partner (whether as lessee or lessor) under leases of real property, gas and other minerals, including rights under mineral deeds, conveyances, options and assignmentstogether with all leasehold improvements relating thereto; (c) All royalty interestsall machinery, overriding royalty interestsequipment, production paymentstools, rights to take royalties in kindfixtures, and all other interests in and/or payable out of production of oilfurniture, gasfurnishings, parts, tooling molds, dies, jigs or patterns and other mineralsfixed assets of the Partner; (d) All rights all trucks, cars and interests in or derived from operating agreements, unit agreements, orders and decisions other vehicles of state and federal regulatory authorities establishing units, joint operating agreements, enhanced recovery agreements, water flood agreements, farmout and farming agreements, options, drilling agreements, unitization, pooling and communitization agreements, oil and/or gas sales agreements, processing agreements, gas gathering and transmission agreements, gas balancing agreements, salt water disposal and injection agreements, assignments of operating rights, subleases, and any and all other agreements to the extent they pertain to the Leases, Lands and the xxxxx located on the LeasesPartner; (e) All rights all inventories of waythe Partner including, casementswithout limitation, surface feesraw materials, surface leaseswork in process, servitudes operating supplies, packaging materials, finished goods and franchises insofar as they pertain to the Leases and the xxxxx located on the Leasesreplacement parts; (f) All permits all accounts receivable, trade accounts, notes receivable, book debts and licenses of any nature, owned, held other debts due or operated by Assignor in connection with accruing due to the Leases, Lands Partner and the xxxxx located on the Lands subject to the Leasesfull benefit of all security, guarantees and other collateral for such accounts, notes and debts; (g) All producingall prepaid expenses and deposits of the Partner including, non-producingwithout limiting the generality of the foregoing, all prepaid taxes and shut-in utility expenses, all prepaid purchases of gas, oil and gas xxxxx, salt water disposal xxxxx, water xxxxx, injection xxxxx, electricity and all prepaid lease payments; (h) all rights under leases of personal property, orders or contracts for the provision of goods or services (whether as buyer or seller), distribution and agency agreements, employment and collective agreements, agreements and instruments relating to employee pension or benefit plans and other xxxxx contracts not otherwise referred to in this Section 2.1 of the Partner; (i) all licences, permits, approvals, consents, registrations, certificates and other authorizations of the Partner; (j) all trade or brand names, business names, trade marks, trade xxxx registrations and applications, service marks, service xxxx registrations and applications, logos, copyrights, copyright registrations and applications, patents, patent registrations and applications and other patent rights (including any patents issued on such applications or attributable rights), trade secrets, proprietary manufacturing information and know how, equipment and parts lists and descriptions, instruction manuals, inventions, inventors’ notes, research data, unpatented blue prints, drawings and designs, formulae, processes, technology and other intellectual property of the Partner together with all rights under licences, registered user agreements, technology transfer agreements and other agreements or instruments relating to any of the foregoing; (k) all computer hardware and software of the Partner (including all rights under licences and other agreements or instruments relating thereto); (l) all books and records of the Partner relating to the LeasesBusiness including, whether or not identifiedwithout limitation, customer lists, sales records, price lists and catalogues, sales literature, advertising material, manufacturing data, production records, employee manuals, personnel records, supply records, inventory records and correspondence files (together with, in the case of any such information that is stored electronically, the media on which the same is stored); and (hm) All pumping units, pumps, casing, rods, tubing, wellhead equipment, separators, heater treaters, tanks, pipelines, gathering lines, flow lines, valves, fittings and all other surface and downhole equipments, fixtures, related inventory, gathering and treating facilities, personal property and equipment used in connection goodwill together with the Leases exclusive right of the Partnership to represent itself as carrying on the Business in continuation of and in succession to the Partner, and the xxxxx located right to use any words indicating that the Business is so carried on to have, to possess and to hold the Leases same, together with all benefit and all other interests advantage to be derived therefrom, absolutely; including without limitation any assets described above. Notwithstanding the date of execution of this Agreement, Assignor is assigning to Assignee the Oil and Gas Properties effective as of October 1, 2007. For the avoidance of doubt, any revenue related to the Oil and Gas Properties received on or after October 1, 2007 will be the property of Assigneein Schedule “A”.

Contribution of Assets. Assignor hereby assignsAt the Closing, transfersupon the terms and subject to the conditions set forth in this Agreement and in reliance upon the representations and warranties and agreements of Fxxxxx contained herein, conveys Fxxxxx shall assign, convey, transfer, deliver and delivers contribute to AssigneeAscent, and Assignee hereby accepts Ascent shall accept from AssignorFxxxxx all of Fxxxxx'x right, title and interest in, to and under all of its existing assets (other than the Excluded Assets) (all of the Oil right, title and Gas Propertiesinterest of Fxxxxx to such assets are hereinafter collectively referred to as the "Contributed Assets"). The Contributed Assets to be so assigned, which conveyed, transferred, delivered and contributed shall include, without limiting the generality of the foregoing, the following: (a) Assignor’s leasehold interests in oilAll right, gas title and interest of Fxxxxx in, to and under any contract, agreement, option, lease, right to acquire, preferential purchase right, pre-emptive right, lease, franchise, license, purchase order, bid, commitment or any other mineralslegally binding agreement (collectively, including working interests, earned the "Contracts") providing Fxxxxx with or the right (or the right to acquire the right) to real property (or the mineral or other rights arising from or related thereto) and any and all working interests, net profits revenue interests, farmout interests, royalty rights of assignment and reassignment, and all or overriding interests in real property (or the mineral or other rights arising from or related thereto) (collectively, the "Oil and interests in the LeasesGas Assets"); (b) All fee interests right, title and interest of Fxxxxx in oiland to seismic, gas geological, geophysical and other mineralssimilar data, including rights under mineral deedslease files, conveyancesland files, options legal files, abstracts, title opinions and assignmentsland surveys; (c) All royalty interestsright, overriding royalty intereststitle and interest of Fxxxxx in and to all furniture, production paymentsfixtures, rights to take royalties in kindfurnishings, machinery, equipment, including office equipment and furniture, computer hardware, printers and software, telecommunications equipment and facsimile machines, appliances and all other interests in and/or payable out tangible personal property of production every kind and description and any interest therein owned or leased by Fxxxxx, whether or not reflected as capital assets on the accounting records of oil, gas, and other mineralsFxxxxx; (d) All rights right, title of Fxxxxx in, to and interests in or derived from operating under all agreements, unit agreementslicenses, orders permits, consents, authorizations and decisions other certificates of state and federal any court or tribunal in any jurisdiction or any public, governmental or regulatory authorities establishing unitsbody, joint operating agreementsagency, enhanced recovery agreementsdepartment, water flood agreementscommission, farmout and farming agreementsboard, optionsbureau or other authority or instrumentality (each, drilling agreements, unitization, pooling and communitization agreements, oil and/or gas sales agreements, processing agreements, gas gathering and transmission agreements, gas balancing agreements, salt water disposal and injection agreements, assignments of operating rights, subleases, and any and all other agreements a "Governmental Entity") issued to the extent they pertain to the Leases, Lands and the xxxxx located on the Leasesor held by Fxxxxx; (e) All rights of waycash, casements, surface fees, surface leases, servitudes cash equivalents and franchises insofar as they pertain to the Leases and the xxxxx located on the Leasesmarketable securities; (f) All permits accounts receivable, trades receivable, notes receivable and licenses of any nature, owned, held or operated by Assignor in connection with the Leases, Lands and the xxxxx located on the Lands subject to the Leasesother receivables; (g) All producinginsurance policies and contracts; (h) Subject to Section 1.4(b), non-producingall written employment agreements with members of Fxxxxx'x management (collectively, the "Employment Agreements"); (i) All rights, claims, causes of action under such insurance policies and shut-in oil Contracts; (j) All employee benefit plans and gas xxxxx, salt water disposal xxxxx, water xxxxx, injection xxxxx, and all other xxxxx on or attributable to the Leases, whether or not identifiedany assets of such plans; and (hk) All pumping unitsright, pumpstitle and interest in and to any benefits, casingrights, rods, tubing, wellhead equipment, separators, heater treaters, tanks, pipelines, gathering lines, flow lines, valves, fittings privileges and all other surface and downhole equipments, fixtures, related inventory, gathering and treating facilities, personal property and equipment used in connection with appurtenances pertaining to any of the Leases and the xxxxx located on the Leases and all other interests described above. Notwithstanding the date of execution of this Agreement, Assignor is assigning to Assignee the Oil and Gas Properties effective as of October 1, 2007. For the avoidance of doubt, any revenue related to the Oil and Gas Properties received on or after October 1, 2007 will be the property of Assigneeforegoing.

Contribution of Assets. Assignor hereby assignsAt the Closing, transfersPetals shall sell, conveys transfer, assign, convey and delivers deliver to AssigneeImmuno, and Assignee hereby accepts Immuno shall purchase, acquire and accept from AssignorPetals, subject to and upon the terms and conditions contained herein, free and clear of any Lien, other than Permitted Liens, all of the Oil right, title and Gas Propertiesinterest of Petals in and to all of the assets and property, which includereal, personal and mixed, tangible and intangible, used in or forming a part of the Business, as the same shall exist as of the Closing (collectively, the "Acquired Assets"), including, without limitation, the following: (a) Assignor’s leasehold interests All assets of Petals reflected on the Balance Sheet and all assets of Petals that have been acquired since the Balance Sheet Date (other than assets that have been disposed of in oilthe ordinary course of business since the Balance Sheet Date), gas including without limitation: (i) all the furniture, furnishings, office equipment and other minerals, including working interests, earned working interests, net profits interests, rights of assignment tangible personal property; (ii) all inventory (the "Acquired Inventory"); (iii) all Petals' trade accounts and reassignment, and all other rights and interests in notes receivable (the Leases"Acquired Accounts Receivable"); (b) All fee interests To the extent they are assignable or transferable under applicable law, all rights of Petals under all licenses, permits, authorizations, orders, registrations, certificates, variances, approvals, consents and franchises used or useful in oilconnection with the operation of the Business of Petals, gas and other mineralsor any pending applications relating to any of the foregoing, including rights under mineral deedsall governmental permits, conveyanceslicenses, options authorizations, approvals and assignmentsconsents; (c) All royalty interestsintellectual property, overriding royalty interestsgoodwill associated therewith, production paymentslicenses and sublicenses granted in respect thereto and rights thereunder, remedies against infringements thereof and rights to take royalties in kindprotection of interest therein, and including all other interests in and/or payable out of production of oiltrade names, gastrademarks, service marks, copyrights, and other mineralsnames; (d) All rights customer, distributor, supplier and interests in or derived from operating agreements, unit agreements, orders and decisions mailing lists of state and federal regulatory authorities establishing units, joint operating agreements, enhanced recovery agreements, water flood agreements, farmout and farming agreements, options, drilling agreements, unitization, pooling and communitization agreements, oil and/or gas sales agreements, processing agreements, gas gathering and transmission agreements, gas balancing agreements, salt water disposal and injection agreements, assignments of operating rights, subleases, and any and all other agreements to the extent they pertain to the Leases, Lands and the xxxxx located on the LeasesPetals; (e) All rights of wayPetals under any of the contracts and agreements listed on Schedule 2.1(e) (the "Assumed Contracts"), casements, surface fees, surface leases, servitudes and franchises insofar as they pertain to the Leases and the xxxxx located on the Leasesall open customer purchase orders; (f) All permits telephone, facsimile and licenses of any nature, owned, held or operated by Assignor in connection with the Leases, Lands other communication lines and the xxxxx located on the Lands subject to the Leasesnumbers; (g) All producingfiles, non-producingplans, documents, correspondence, lists, plats, architectural plans, drawings, notebooks, specifications, creative materials, advertising and shut-in oil promotional materials, marketing materials, studies, reports, equipment repair, maintenance or service records relating to Petals and gas xxxxx, salt water disposal xxxxx, water xxxxx, injection xxxxx, and all other xxxxx on the Business whether written or attributable to the Leases, whether electronically stored or not identifiedotherwise recorded; and (h) All pumping unitsbusiness and financial records, pumpsbooks and ledgers; provided that Petals shall be entitled to retain, casingin both written and electronic form, rodscopies of such records relating to Petal's corporate existence, tubing, wellhead equipment, separators, heater treaters, tanks, pipelines, gathering lines, flow lines, valves, fittings financial statements and all other surface operating results as may be necessary for the purposes of defending any legal claims made against it and downhole equipments, fixtures, related inventory, gathering preparing its financial statements and treating facilities, personal property and equipment used in connection with the Leases and the xxxxx located on the Leases and all other interests described above. Notwithstanding the date of execution of this Agreement, Assignor is assigning to Assignee the Oil and Gas Properties effective as of October 1, 2007. For the avoidance of doubt, any revenue related to the Oil and Gas Properties received on or after October 1, 2007 will be the property of Assigneetax returns.