Property to be Sold and Purchased. Seller agrees to sell and Buyer agrees to purchase, for the consideration hereinafter set forth, and subject to the terms and provisions herein contained, the following described properties, assets, rights and interests: (a) All of Seller’s right, title, and interest in and to the oil and gas leases and lands described in Exhibit A hereto (and any ratifications and/or amendments to such leases, whether or not such ratifications or amendments are described in Exhibit A) (such leases, the “Leases”, and together with such lands, the “Lands and Leases”) subject to the restrictions, exceptions, reservations, conditions, limitations, interests and other matters set forth therein, including landowner’s royalties, overriding royalties and all contracts, agreements, and other instruments pertaining to the same; (b) Without limitation of the foregoing, all other right, title and interest (of whatever kind or character, whether legal or equitable, and whether vested or contingent) of Seller in and to the oil, gas and other minerals that may be produced from the Lands and Leases (including, without limitation overriding royalties, production payments and net profits interests) in such Lands and Leases and any fee mineral interests, fee royalty interests, and other interests in such Lands and Leases; (c) All right, title and interest of Seller in and to, or otherwise derived from, all presently existing and valid oil, gas and/or mineral unitization, pooling, and/or communitization agreements, declarations and/or orders, and in and to the properties covered and the units created thereby (including, without limitation, all units formed under orders, rules, regulations, or other official acts of any Governmental Authority having jurisdiction, voluntary unitization agreements, designations and/or declarations, and so called “working interest units” created under operating agreements or otherwise), relating to the properties described in subsections (a) and (b) above, to the extent, and only to the extent, such right, title and interest are attributable to the properties described in subsections (a) and (b) above; (d) All right, title and interest of Seller in and to all presently existing and valid production sales contracts, operating agreements, Surface Rights agreements or easements, and other agreements and Contracts, and Permits (to the extent transferable), which relate to any of the properties described in subsections (a), (b) and (c) above, or which relate to the exploration, development, operation or maintenance thereof or the treatment, storage, transportation or marketing of production therefrom (or allocated thereto), to the extent, and only to the extent, such right, title and interest are attributable to the properties described in subsections (a), (b) and (c) above; and (e) All right, title and interest of Seller in and to all materials, supplies, machinery, equipment, improvements and other personal property and fixtures (including, but not by way of limitation, all Wxxxx, wellhead equipment, pumping units, flowlines, tanks, buildings, saltwater disposal facilities, and other equipment), located on properties described in subsections (a), (b) and (c) above, and being used in connection with the exploration, development, operation, or maintenance thereof. The Parties acknowledge there are no shared facilities in existence regarding the Oil Producing Properties and the Excluded Assets (both as defined below) and all items of personal property and fixtures described in this paragraph (e) and currently used in connection with the Oil Producing Properties will be conveyed to Seller at Closing; and (f) All of Seller’s lease files, abstracts and title opinions, production records, well files, accounting records (but not including general financial accounting or tax accounting records), electric logs, and other files, documents, and records which directly relate to the properties described above in subsections (a) through (e) (“Records”), but excluding those Records which Seller is precluded from transferring to Buyer because of contractual or legal restrictions. Originals or copies of all such Records will be provided to Buyer in their current format. (The properties and interests specified in the foregoing subsections (a), (b) and (c) are herein collectively called the “Oil Producing Properties,” and the properties and interests specified in the foregoing subsections (a), (b), (c), (d), (e), and (f) are herein collectively called the “Assets.”)
Appears in 1 contract
Property to be Sold and Purchased. Seller agrees to sell and Buyer agrees to purchase, for the consideration hereinafter set forth, and subject to the terms and provisions herein contained, the following described properties, assets, rights and interests:
(a) All of Seller’s all right, title, title and interest of Seller in and to the oil and gas wxxxx, leases and lands other, interests, if any, described in on Exhibit A hereto (and any ratifications and/or ratifications, amendments to such leasesand extensions thereof, whether or not such ratifications or amendments the same are described in on Exhibit A) (such leasesand all equipment, the “Leases”buildings, and together with such lands, the “Lands and Leases”) subject to the restrictions, exceptions, reservations, conditions, limitations, interests fixtures and other matters set forth therein, including landowner’s royalties, overriding royalties improvements located thereon and all contractsrights, agreementseasements, rights-of-way and other instruments pertaining to interests incidental thereto and used or necessary for the sameuse and enjoyment of the properties by Buyer;
(b) Without limitation of the foregoing, all other right, title and interest (of whatever kind or character, whether legal or equitable, and whether vested or contingent) of Seller in and to the oil, gas leases and other minerals that may be produced from the Lands interests, if any, described on Exhibit A hereto and Leases in and to all lands described on Exhibit A or described or covered by such leases or other interests (including, without limitation limitation, interests in oil, gas and/or mineral leases, overriding royalties, production payments and payments, net profits interests) in such Lands and Leases and any , fee mineral interests, fee royalty interests, interests and other interests in insofar as they cover such Lands and Leases;lands), even though Seller’s interest therein may be incorrectly described in, or omitted from, such Exhibit A; and
(c) All rightall rights, title titles and interest interests of Seller in and to, or otherwise derived from, all presently existing and valid oil, gas and/or mineral unitization, pooling, and/or communitization agreements, declarations declarations, designations and/or ordersorders (including, without limitation, those described on Exhibit A hereto) and in and to the properties covered and the units created thereby (including, without limitation, all units formed under orders, rules, regulations, or other official acts of any Governmental Authority federal, state, or other authority having jurisdiction, and voluntary unitization agreements, designations and/or declarations, and so called “working interest units” created under operating agreements or otherwise), ) relating to the properties described in subsections (a) and (b) above, to the extent, and only to the extent, such right, title and interest are attributable to the properties described in subsections (a) and (b) above;
(d) All rightto the extent assignable, title all rights, titles and interest interests of Seller in and to all presently existing and valid production sales contracts, operating agreements, Surface Rights agreements or easements, and other agreements and Contractscontracts, including any presently existing plugging bonds or deposits, deposits for services, damages or similar deposits or trust agreements and Permits (to the extent transferable), deposits which relate to any of the properties described in subsections (a), (b) and (c) above, or which relate to above (the exploration, development, operation or maintenance thereof or the treatment, storage, transportation or marketing of production therefrom (or allocated thereto“Contracts”), to the extent, and only to the extent, such right, title and interest are attributable to the properties described in subsections (a), (b) and (c) above; and
(e) All rightall rights, title titles and interest interests of Seller in and to all materials, supplies, machinery, equipment, improvements and other personal property and fixtures (including, but not by way of limitation, all Wxxxxwxxxx, wellhead equipment, pumping units, flowlines, tanks, buildings, saltwater disposal facilities, injection facilities, compression facilities, gathering systems, and other equipment)) used in connection with the exploration, located on development, operation or maintenance of the properties described in subsections (a), (b) and (c) above, and, to the extent assignable, in and being to all permits and licenses (including, without limitation, all environmental and other governmental permits, licenses and authorizations), rights of way, easements, and other rights of surface use, water rights and other rights and interests used in connection with the exploration, development, operation, operation or maintenance thereof. The Parties acknowledge there are no shared facilities in existence regarding the Oil Producing Properties and the Excluded Assets (both as defined below) and all items of personal property and fixtures described in this paragraph (e) and currently used in connection with the Oil Producing Properties will be conveyed to Seller at Closing; and
(f) All of Seller’s lease files, abstracts and title opinions, production records, well files, accounting records (but not including general financial accounting or tax accounting records), electric logs, and other files, documents, and records which directly relate to the properties described above in subsections (a) through (e) (“Records”), but excluding those Records which Seller is precluded from transferring to Buyer because of contractual or legal restrictions. Originals or copies of all such Records will be provided to Buyer in their current format. (The properties and interests specified in the foregoing subsections (a), (b) and (c) above. The properties, rights and interests described in subsections (a) through (c) above are herein collectively sometimes called the “Oil Producing and Gas Properties,” and the properties properties, rights and interests specified described in the foregoing subsections (a) through (e) above are herein sometimes called the “Properties.” It is provided however, that Properties does not include: (a) all of Seller’s corporate minute books, financial records, and other business records that relate to Seller’s business generally (including the ownership and operation of the Properties), ; (b) all trade credits, all accounts, receivables and all other proceeds, income or revenues attributable to the Properties with respect to any period of time prior to the Effective Date (below defined), ; (c) all claims and causes of action of Seller arising under or with respect to any Contracts that are attributable to periods of time prior to the Effective Date (including claims for adjustments or refunds), ; (d) all rights and interests of Seller (i) under any policy or agreement of insurance or (ii) to any insurance proceeds, arising, in each case, from acts, omissions or events, or damage to or destruction of property (except as provided in Section 14 hereof), ; (e), ) all hydrocarbons produced and sold from the Properties with respect to all periods prior to the Effective Date; (f) are herein collectively called all claims of Seller for refunds of or loss carry forwards with respect to (i) production or any other taxes attributable to any period prior to the “AssetsEffective Date, (ii) income or franchise taxes or (iii) any taxes attributable to any period prior to the Effective Date; (g) all office leases, office furniture, personal computers and associated peripherals and all radio and telephone equipment not on the Properties; (h) all of Seller’s proprietary computer software, patents, trade secrets, copyrights, names, trademarks, logos and other intellectual property; (i) all documents and instruments of Seller that may be protected by an attorney-client privilege; (j) all data that cannot be disclosed to Buyer as a result of confidentiality arrangements under agreements with third parties; (k) all geophysical, and other seismic and related technical data and information relating to the Properties to the extent not assignable without payment of fee or penalty; (l) documents prepared or received by Seller with respect to (i) lists of prospective purchasers for the Properties compiled by Seller, (ii) bids submitted by other prospective purchasers of the Properties, (iii) analyses by Seller of any bids submitted by any prospective purchaser, (iv) correspondence between or among Seller, its respective representatives, and any prospective purchaser other than Buyer and (v) correspondence between Seller or any of its respective representatives with respect to any of the bids, the prospective purchasers, or the transactions contemplated in this Agreement.”)
Appears in 1 contract
Samples: Purchase and Sale Agreement (Apollo Resources International Inc)
Property to be Sold and Purchased. Seller agrees Sellers agree to sell and Buyer agrees to purchase, for the consideration hereinafter set forth, and subject to the terms and provisions herein contained, the following described properties, assets, rights and interests:interests (except to the extent any of the same constitute any Excluded Assets, as defined below):
(a) All of Seller’s right, title, The respective undivided Working Interests (as hereinafter defined) and interest Net Revenue Interests (as hereinafter defined) in and to to, together with all of Sellers’ other rights, titles and interests in and to, the oil and oil, gas and/or mineral leases and lands or leasehold interests described in Exhibit A hereto (and all lands covered by said leases and leasehold interests, mineral and surface fee interests, royalty and overriding royalty interests, and any rights and interests attributable to any of the foregoing interests by virtue of any pooling, unitization, communitization, operating or other agreements, and in and to any ratifications and/or amendments to such leases, whether all being subject to any reservations, depth limitations, or not such ratifications other restrictions in or amendments are described in Exhibit A) under the same (such leases, collectively the “LeasesOil and Gas Properties”, and together with such lands, the “Lands and Leases”) subject to the restrictions, exceptions, reservations, conditions, limitations, interests and other matters set forth therein, including landowner’s royalties, overriding royalties and all contracts, agreements, and other instruments pertaining to the same;); and
(b) Without limitation All rights, titles and interests of the foregoing, all other right, title and interest (of whatever kind or character, whether legal or equitable, and whether vested or contingent) of Seller Sellers in and to the oil, gas all contracts and other minerals that may be produced from the Lands and Leases (including, without limitation overriding royalties, production payments and net profits interests) in such Lands and Leases and any fee mineral interests, fee royalty interests, and other interests in such Lands and Leases;
(c) All right, title and interest of Seller in and to, or otherwise derived from, all presently existing and valid oil, gas and/or mineral unitization, pooling, and/or communitization agreements, declarations and/or orders, and in and to the properties covered and the units created thereby (including, without limitation, all units formed under orders, rules, regulations, or other official acts of any Governmental Authority having jurisdiction, voluntary unitization agreements, designations and/or declarations, and so called “working interest units” created under operating agreements or otherwise), relating to the properties described in subsections (a) Oil and (b) aboveGas Properties including but not limited to production sales contracts, operating agreements, unit agreements, processing agreements, transportation agreements, farmout agreements, development agreements, and tax partnerships, and any other contracts and agreements that are listed on Exhibit B hereto which relate to any of the Oil and Gas Properties, to the extent, extent and only to the extent, such rightrights, title titles and interest interests are attributable to the properties described in subsections Oil and Gas Properties (a) and (b) above;
(d) All right, title and interest of Seller in and to all presently existing and valid production sales contracts, operating agreements, Surface Rights agreements or easements, and other agreements and collectively the “Contracts, and Permits (to the extent transferable”), which relate to any of the properties described in subsections (a), (b) and (c) above, or which relate to the exploration, development, operation or maintenance thereof or the treatment, storage, transportation or marketing of production therefrom (or allocated thereto), to the extent, and only to the extent, such right, title and interest are attributable to the properties described in subsections (a), (b) and (c) above; and
(ec) All rightof Sellers’ rights, title titles and interest of Seller interests in and to to, all xxxxx (including oil and gas xxxxx and wellbores), materials, supplies, machinery, equipment, improvements and other personal property and fixtures (including, including but not by way of limitationlimited to all casing, all Wxxxxpipelines, xxxxx, wellhead equipment, pumping units, flowlines, tanks, buildings, injection facilities, saltwater disposal facilities, compression facilities, gathering systems, and other inventory and equipment), ) located on properties described in subsections (a), (b) the Oil and (c) above, Gas Properties and being used in connection with the exploration, development, operation, operation or maintenance thereof. The Parties acknowledge there , to the extent, and only to the extent, such rights, titles and interests are no shared facilities in existence regarding attributable to the Oil Producing and Gas Properties (collectively the “Personal Property”); and
(d) All rights, titles and interests of Sellers in and to all rights of way, easements, surface leases, and other rights of surface use which relate to any of the Excluded Assets Oil and Gas Properties or Personal Property, to the extent and only to the extent, such rights, titles and interests are attributable to the Oil and Gas Properties (both collectively the “Surface Interests”); and
(e) All rights, titles and interests of Sellers in and to all natural gas, casinghead gas, drip gasoline, natural gasoline, natural gas liquids, condensate, products, crude oil and all other liquid or gaseous hydrocarbons produced from or otherwise allocable to the Oil and Gas Properties or the Personal Property on and after the Effective Date (as defined below) (collectively the “Hydrocarbons”) and all items of personal property and fixtures described in this paragraph (e) and currently used in connection with the Oil Producing Properties will be conveyed to Seller at Closingproceeds therefrom or attributable thereto; and
(f) All right, title and interests of Seller’s lease Sellers in and to Sellers’ files, abstracts and title opinions, production records, well files, accounting records (but not including general financial accounting or tax accounting records), electric logs, and other files, documents, correspondence and records which directly relate data to the properties extent and only to the extent, pertaining to the interests described above in subsections (a) through (e) (“Records”), but excluding those Records which Seller is precluded from transferring to Buyer because of contractual or legal restrictions. Originals or copies of all such Records will be provided to Buyer in their current format. (The properties and interests specified in the foregoing subsections (a), (b) and (c) are herein collectively called the “Oil Producing Properties,” and the properties and interests specified in the foregoing subsections (a), (b), (c), (d), (e), and (f) are herein and (g) of this Section 1 including but not limited to lease files, land files, well files, contract files, division order files, title opinions, engineering files, geological, geophysical and seismic records, plats, surveys, maps, cross-sections, production records, electric logs, cuttings, cores, core data, pressure data, decline and production curves, well files and all related matters, but excluding any interpretive information pertaining to economic or reserve forecasts and excluding any third-party data or information that can not be conveyed without penalty (collectively called the “Assets.Records”) and
(g) Subject to any limitation on assignment thereof, all of Sellers’ rights, titles and interests, if any, in and to the benefit of, and full power and right of substitution and subrogation for, 1) all warranties (including title warranties) and indemnities provided by third parties in favor of either of Sellers or its predecessors, pertaining to the Oil and Gas Properties, Contracts, Personal Property, Surface Interests, Hydrocarbons, and Records after the Effective Date and before the Effective Date) and 2) all other intangible rights, properties or interests of or pertaining to the Oil and Gas Properties, Contracts, Personal Property, Surface Interests, Hydrocarbons and Records, to the extent and only to the extent, such rights, titles and interests are attributable to the Oil and Gas Properties (except that as to the period before the Effective Date to the extent either of Sellers is indemnifying Buyer hereunder Sellers shall be deemed to have retained the concurrent benefit of such indemnities and warranties) (collectively, the “Tangible and Intangible Rights”).
Appears in 1 contract
Property to be Sold and Purchased. Seller agrees to sell and Buyer agrees to purchase, for the consideration hereinafter set forth, and subject to the terms and provisions herein contained, the following described properties, assets, rights and interests:
(a) All of Seller’s right, title, title and interest of Seller in and to the oil and oil, gas and/or mineral leases and lands described in on Exhibit A A-1 hereto (and any ratifications and/or amendments to such leases, whether or not such ratifications or amendments are described in on such Exhibit A) (such leases, the “Leases”, and together with such lands, the “Lands and Leases”) subject to the restrictions, exceptions, reservations, conditions, limitations, interests and other matters set forth therein, including landowner’s royalties, overriding royalties and all contracts, agreements, and other instruments pertaining to the same;A-1); and
(b) Without limitation of To the foregoingextent assignable, all other rightrights, title titles and interest (of whatever kind or character, whether legal or equitable, and whether vested or contingent) interests of Seller in and to the oil, gas all presently existing and other minerals that may be produced from the Lands and Leases (including, without limitation overriding royalties, production payments and net profits interests) in such Lands and Leases and any fee mineral interests, fee royalty interestsvalid operating agreements, and other agreements and contracts which relate to any of the properties described in subsection (a) above, to the extent and only to the extent such rights, titles and interests are attributable to the properties described in such Lands and Leases;subsection (a) above, including without limitation, those listed on Exhibit A-3; and
(c) All right, title and interest of Seller in and to, or otherwise derived from, all presently existing and valid oil, gas and/or mineral unitization, pooling, and/or communitization agreements, declarations and/or ordersthe 3D Seismic Data described on Exhibit A-2 hereto, and in and subject to the properties covered pertinent terms and the units created thereby (including, without limitation, all units formed under orders, rules, regulations, or other official acts conditions of any Governmental Authority having jurisdictionagreements associated therewith, voluntary unitization agreements, designations and/or declarations, and so called “working interest units” created under operating as well as the agreements or otherwise), relating to the properties described listed in subsections (a) and (b) above, to the extent, and only to the extent, such right, title and interest are attributable to the properties described in subsections (a) and (b) above;
(d) All right, title and interest of Seller in and to all presently existing and valid production sales contracts, operating agreements, Surface Rights agreements or easements, and other agreements and Contracts, and Permits (to the extent transferable), which relate to any of the properties described in subsections (a), (b) and (c) above, or which relate to the exploration, development, operation or maintenance thereof or the treatment, storage, transportation or marketing of production therefrom (or allocated thereto), to the extent, and only to the extent, such right, title and interest are attributable to the properties described in subsections (a), (b) and (c) above; and
(e) All right, title and interest of Seller in and to all materials, supplies, machinery, equipment, improvements and other personal property and fixtures (including, but not by way of limitation, all Wxxxx, wellhead equipment, pumping units, flowlines, tanks, buildings, saltwater disposal facilities, and other equipment), located on properties described in subsections (a), (b) and (c) above, and being used in connection with the exploration, development, operation, or maintenance thereof. The Parties acknowledge there are no shared facilities in existence regarding the Oil Producing Properties and the Excluded Assets (both as defined below) and all items of personal property and fixtures described in this paragraph (e) and currently used in connection with the Oil Producing Properties will be conveyed to Seller at Closing; and
(f) All of Seller’s lease filesproperties, abstracts and title opinions, production records, well files, accounting records (but not including general financial accounting or tax accounting records), electric logs, and other files, documents, and records which directly relate to the properties described above in subsections (a) through (e) (“Records”), but excluding those Records which Seller is precluded from transferring to Buyer because of contractual or legal restrictions. Originals or copies of all such Records will be provided to Buyer in their current format. (The properties rights and interests specified in the foregoing subsections subsection (a)) exclusive of the properties, (b) rights and (c) interests excluded below, are herein sometimes collectively called the “"Oil Producing and Gas Properties,” " and the properties properties, rights and interests specified in the foregoing subsections (a), (b), and (c)) exclusive of the properties, (d)rights and interests excluded below, (e), and (f) are herein sometimes collectively called the “Assets"Properties.”" The Properties do not include, and there is hereby expressly excepted and excluded therefrom and reserved to Seller, (a) all overriding royalty interests, net profits interests and other non cost bearing interests described in Exhibit A-4 attached and (b) all claims and causes of action arising, occurring or existing in favor of Seller prior to the Agreement Date (including, but not limited to any and all contract rights, claims receivable, revenues, recoupment rights, recovery rights, accounting adjustments, mispayments, erroneous payments or claims of any nature in favor of Seller and relating or accruing to any time period prior to the Agreement Date). Buyer is aware that the interests listed on Exhibit A-1 ("Earned Interests") include certain interests that have been earned by Seller under the Agreements listed on Exhibit A-3, but as of the Agreement date, Seller has not received assignment of all the Earned Interests. By this Agreement, Seller agrees to convey at Closing any and all rights to receive any Earned Interests.
Appears in 1 contract
Samples: Agreement of Sale and Purchase (Power Exploration Inc)
Property to be Sold and Purchased. Seller agrees to sell and Buyer agrees to purchase, for the consideration hereinafter set forth, and subject to the terms and provisions herein contained, the following described properties, assets, rights and interests:
(a) All of Seller’s all right, title, title and interest of Seller in and to the oil and gas xxxxx, leases and lands other, interests, if any, described in on Exhibit A hereto (and any ratifications and/or ratifications, amendments to such leasesand extensions thereof, whether or not such ratifications or amendments the same are described in on Exhibit A) (such leasesand all equipment, the “Leases”buildings, and together with such lands, the “Lands and Leases”) subject to the restrictions, exceptions, reservations, conditions, limitations, interests fixtures and other matters set forth therein, including landowner’s royalties, overriding royalties improvements located thereon and all contractsrights, agreementseasements, rights-of-way and other instruments pertaining to interests incidental thereto and used or necessary for the sameuse and enjoyment of the properties by Buyer;
(b) Without limitation of the foregoing, all other right, title and interest (of whatever kind or character, whether legal or equitable, and whether vested or contingent) of Seller in and to the oil, gas leases and other minerals that may be produced from the Lands interests, if any, described on Exhibit A hereto and Leases in and to all lands described on Exhibit A or described or covered by such leases or other interests (including, without limitation limitation, interests in oil, gas and/or mineral leases, overriding royalties, production payments and payments, net profits interests) in such Lands and Leases and any , fee mineral interests, fee royalty interests, interests and other interests in insofar as they cover such Lands and Leases;lands), even though Seller’s interest therein may be incorrectly described in, or omitted from, such Exhibit A; and
(c) All rightall rights, title titles and interest interests of Seller in and to, or otherwise derived from, all presently existing and valid oil, gas and/or mineral unitization, pooling, and/or communitization agreements, declarations declarations, designations and/or ordersorders (including, without limitation, those described on Exhibit A hereto) and in and to the properties covered and the units created thereby (including, without limitation, all units formed under orders, rules, regulations, or other official acts of any Governmental Authority federal, state, or other authority having jurisdiction, and voluntary unitization agreements, designations and/or declarations, and so called “working interest units” created under operating agreements or otherwise), ) relating to the properties described in subsections (a) and (b) above, to the extent, and only to the extent, such right, title and interest are attributable to the properties described in subsections (a) and (b) above;
(d) All rightto the extent assignable, title all rights, titles and interest interests of Seller in and to all presently existing and valid production sales contracts, operating agreements, Surface Rights agreements or easements, and other agreements and Contractscontracts, including any presently existing plugging bonds or deposits, deposits for services, damages or similar deposits or trust agreements and Permits (to the extent transferable), deposits which relate to any of the properties described in subsections (a), (b) and (c) above, or which relate to above (the exploration, development, operation or maintenance thereof or the treatment, storage, transportation or marketing of production therefrom (or allocated thereto“Contracts”), to the extent, and only to the extent, such right, title and interest are attributable to the properties described in subsections (a), (b) and (c) above; and
(e) All rightall rights, title titles and interest interests of Seller in and to all materials, supplies, machinery, equipment, improvements and other personal property and fixtures (including, but not by way of limitation, all Wxxxxxxxxx, wellhead equipment, pumping units, flowlines, tanks, buildings, saltwater disposal facilities, injection facilities, compression facilities, gathering systems, and other equipment)) used in connection with the exploration, located on development, operation or maintenance of the properties described in subsections (a), (b) and (c) above, and, to the extent assignable, in and being to all permits and licenses (including, without limitation, all environmental and other governmental permits, licenses and authorizations), rights of way, easements, and other rights of surface use, water rights and other rights and interests used in connection with the exploration, development, operation, operation or maintenance thereof. The Parties acknowledge there are no shared facilities in existence regarding the Oil Producing Properties and the Excluded Assets (both as defined below) and all items of personal property and fixtures described in this paragraph (e) and currently used in connection with the Oil Producing Properties will be conveyed to Seller at Closing; and
(f) All of Seller’s lease files, abstracts and title opinions, production records, well files, accounting records (but not including general financial accounting or tax accounting records), electric logs, and other files, documents, and records which directly relate to the properties described above in subsections (a) through (e) (“Records”), but excluding those Records which Seller is precluded from transferring to Buyer because of contractual or legal restrictions. Originals or copies of all such Records will be provided to Buyer in their current format. (The properties and interests specified in the foregoing subsections (a), (b) and (c) above. The properties, rights and interests described in subsections (a) through (c) above are herein collectively sometimes called the “Oil Producing and Gas Properties,” and the properties properties, rights and interests specified described in the foregoing subsections (a) through (e) above are herein sometimes called the “Properties.” It is provided however, that Properties does not include: (a) all of Seller’s corporate minute books, financial records, and other business records that relate to Seller’s business generally (including the ownership and operation of the Properties), ; (b) all trade credits, all accounts, receivables and all other proceeds, income or revenues attributable to the Properties with respect to any period of time prior to the Effective Date (below defined), ; (c) all claims and causes of action of Seller arising under or with respect to any Contracts that are attributable to periods of time prior to the Effective Date (including claims for adjustments or refunds), ; (d) all rights and interests of Seller (i) under any policy or agreement of insurance or (ii) to any insurance proceeds, arising, in each case, from acts, omissions or events, or damage to or destruction of property (except as provided in Section 14 hereof), ; (e), ) all hydrocarbons produced and sold from the Properties with respect to all periods prior to the Effective Date; (f) are herein collectively called all claims of Seller for refunds of or loss carry forwards with respect to (i) production or any other taxes attributable to any period prior to the Effective Date, (ii) income or franchise taxes or (iii) any taxes attributable to any period prior to the Effective Date; (g) all office leases, office furniture, personal computers and associated peripherals and all radio and telephone equipment not on the Properties; (h) all of Seller’s proprietary computer software, patents, trade secrets, copyrights, names, trademarks, logos and other intellectual property; (i) all documents and instruments of Seller that may be protected by an attorney-client privilege; (j) all data that cannot be disclosed to Buyer as a result of confidentiality arrangements under agreements with third parties; (k) all geophysical, and other seismic and related technical data and information relating to the Properties to the extent not assignable without payment of fee or penalty; (l) documents prepared or received by Seller with respect to (i) lists of prospective purchasers for the Properties compiled by Seller, (ii) bids submitted by other prospective purchasers of the Properties, (iii) analyses by Seller of any bids submitted by any prospective purchaser, (iv) correspondence between or among Seller, its respective representatives, and any prospective purchaser other than Buyer and (v) correspondence between Seller or any of its respective representatives with respect to any of the bids, the prospective purchasers, or the transactions contemplated in this Agreement.
1.01 Properties Retained Subject to the completion of a forward sale of up to 150 mmcf of helium reserves from the Dineh-bi-Keyah and Beautiful Mountain fields to Praxair, Inc. within ninety (90 days) from the execution of this Agreement and under terms similar to that certain proposed Confidential Term Sheet as attached to the Letter of Intent dated May 16, 2007 by and between Imperial Petroleum, Inc. as Buyer and Apollo Resources International, inc. et al as Sellers, Seller shall retain 100% of the leasehold rights in and to the Aneth through the XxXxxxxxx formations in the Dineh-bi-Keyah and Beautiful Mountain fields as encountered in the Navajo #10 well from depths of 3,600 ft to 3,900 ft and the stratagraphic equivalents thereto (“AssetsRetained Properties”) and as further defined in Exhibit A-1. Seller’s retained leasehold rights shall be subject to a fifty (50%) percent back-in (50.0% working interest and 41.665% net revenue interest) and in favor of Buyer after delivery of up to 150 mmcf of helium to Praxair in accordance with the proposed term sheet and shall be further subject to the execution of an AAPL 610 Form (1989) Operating Agreement with the XXXXX 1984 Accounting Procedure by and between Seller and Buyer providing that Buyer shall be named Operator of any and all xxxxx produced and drilled on the leasehold. Subject Operating Agreement shall provide for producing rate overhead of $750/well/month and drilling rate overhead of $5,000/workover or drill well operation as well as the reimbursement by Seller of any of Buyer’s costs for bonding associated with any of Seller’s retained xxxxx or interests and reimbursement of any and all operating expenses associated with the operations of any xxxxx retained or drilled by Seller. To the extent that Seller completes its proposed transaction with Praxair and is required to produce, workover or drill any xxxxx on the Retained Properties, Seller agrees to enter into an escrow agreement with Buyer for such amounts as Buyer and Seller shall agree may be reasonably necessary to pay for and complete the production, workover or drilling operations contemplated by the Praxair agreement, including the payment of advance overhead rates to Buyer. Except for the forward sale to Praxair on similar terms as contemplated in the Confidential Term Sheet between Seller and Praxair, Seller agrees not to further encumber the Retained Properties in any manner whatsoever, including but not limited to the assignment of overriding royalty, net profits or other mineral rights or interests, pledging as collateral, selling or otherwise creating additional financial burdens against the Retained Properties or the modification or addition of any plant processing, operating or service fees related to the processing of the helium gas stream at the Shiprock Plant, that would reduce the economic value to Buyer of the back-in interest included herein. In the event that Seller does not conclude an agreement to forward sell up to 150 mmcf of helium to Praxair from the Dineh-bi-Keyah and Beautiful Mountain fields within 90 days from the execution of this Agreement, Buyer shall have the right for a period of ninety (90) days, but not the obligation, to purchase the Retained Properties for the assumption of up to but not more than $3.5 million in Seller’s obligations, including the obligation of Seller to obtain a right-of-way from the Navajo Indian Nation for its pipeline to the Shiprock Helium Plant and including assumption of the Promissory Note by and between Seller and Neptune Leasing, Inc. dated November 17, 2006 in the amount of $2.5 million in connection with the purchase of the Shiprock Helium Plant by Seller. If Buyer elects not to purchase the Retained Properties, the leasehold interest of Seller in the Retained Properties shall remain subject to a fifty (50%) percent back-in after delivery or sales of 150 mmcf of helium in favor of Buyer. Seller agrees not to further encumber the Retained Properties in any manner whatsoever, including but not limited to the assignment of overriding royalty, net profits or other mineral rights or interests, pledging as collateral, selling or otherwise creating additional financial burdens against the Retained Properties or the modification or addition of any plant processing, operating or service fees related to the processing of the helium gas stream at the Shiprock Plant, that would reduce the economic value to Buyer of the assets as if purchased as of the Closing of this Agreement. Buyer shall notify Seller of its election to purchase or not purchase the Retained Properties in writing within 90 days after the expiration of Seller’s rights to complete a forward sale to Praxair.”)
Appears in 1 contract
Samples: Purchase and Sale Agreement
Property to be Sold and Purchased. Seller agrees to sell and Buyer agrees to purchase, for the consideration hereinafter set forth, and subject to the terms and provisions herein contained, the following described properties, assets, rights and interests:
(a) All of Seller’s all right, title, title and interest of Seller in and to the oil and gas leases and lands other, interests, if any, described in on Exhibit A hereto (and any ratifications and/or ratifications, amendments to such leasesand extensions thereof, whether or not such ratifications or amendments the same are described in on Exhibit A) (such leases, the “Leases”, and together with such lands, the “Lands and Leases”) subject to the restrictions, exceptions, reservations, conditions, limitations, interests and other matters set forth therein, including landowner’s royalties, overriding royalties and all contracts, agreements, and other instruments pertaining to the same);
(b) Without limitation of the foregoing, all other right, title and interest (of whatever kind or character, whether legal or equitable, and whether vested or contingent) of Seller in and to the oil, gas leases and other minerals that may be produced from the Lands interests, if any, described on Exhibit A hereto and Leases in and to all lands described on Exhibit A or described or covered by such leases or other interests (including, without limitation limitation, interests in oil, gas and/or mineral leases, overriding royalties, production payments and payments, net profits interests) in such Lands and Leases and any , fee mineral interests, fee royalty interests, interests and other interests in insofar as they cover such Lands and Leases;lands), even though Seller’s interest therein may be incorrectly described in, or omitted from, such Exhibit A; and
(c) All rightall rights, title titles and interest interests of Seller in and to, or otherwise derived from, all presently existing and valid oil, gas and/or mineral unitization, pooling, and/or communitization agreements, declarations declarations, designations and/or ordersorders (including, without limitation, those described on Exhibit A hereto) and in and to the properties covered and the units created thereby (including, without limitation, all units formed under orders, rules, regulations, or other official acts of any Governmental Authority federal, state, or other authority having jurisdiction, and voluntary unitization agreements, designations and/or declarations, and so called “working interest units” created under operating agreements or otherwise), ) relating to the properties described in subsections (a) and (b) above, to the extent, and only to the extent, such right, title and interest are attributable to the properties described in subsections (a) and (b) above;
(d) All rightto the extent assignable, title all rights, titles and interest interests of Seller in and to all presently existing and valid production sales contracts, operating agreements, Surface Rights agreements or easements, and other agreements and Contracts, and Permits (to the extent transferable), contracts which relate to any of the properties described in subsections (a), (b) and (c) above, or which relate to above (the exploration, development, operation or maintenance thereof or the treatment, storage, transportation or marketing of production therefrom (or allocated thereto“Contracts”), to the extent, and only to the extent, such right, title and interest are attributable to the properties described in subsections (a), (b) and (c) above; and
(e) All rightall rights, title titles and interest interests of Seller in and to all materials, supplies, machinery, equipment, improvements and other personal property and fixtures (including, but not by way of limitation, all Wxxxxxxxxx, wellhead equipment, pumping units, flowlines, tanks, buildings, saltwater disposal facilities, injection facilities, compression facilities, gathering systems, and other equipment)) used in connection with the exploration, located on development, operation or maintenance of the properties described in subsections (a), (b) and (c) above, and, to the extent assignable, in and being to all permits and licenses (including, without limitation, all environmental and other governmental permits, licenses and authorizations), rights of way, easements, and other rights of surface use, water rights and other rights and interests used in connection with the exploration, development, operation, operation or maintenance thereof. The Parties acknowledge there are no shared facilities in existence regarding the Oil Producing Properties and the Excluded Assets (both as defined below) and all items of personal property and fixtures described in this paragraph (e) and currently used in connection with the Oil Producing Properties will be conveyed to Seller at Closing; and
(f) All of Seller’s lease files, abstracts and title opinions, production records, well files, accounting records (but not including general financial accounting or tax accounting records), electric logs, and other files, documents, and records which directly relate to the properties described above in subsections (a) through (e) (“Records”), but excluding those Records which Seller is precluded from transferring to Buyer because of contractual or legal restrictions. Originals or copies of all such Records will be provided to Buyer in their current format. (The properties and interests specified in the foregoing subsections (a), (b) and (c) above. The properties, rights and interests described in subsections (a) through (c) above are herein collectively sometimes called the “Oil Producing and Gas Properties,” and the properties properties, rights and interests specified described in the foregoing subsections (a) through (e) above are herein sometimes called the “Properties.” It is provided however, that Properties does not include: (a) all of Seller’s corporate minute books, financial records, and other business records that relate to Seller’s business generally (including the ownership and operation of the Properties); (b) all trade credits, all accounts, receivables and all other proceeds, income or revenues attributable to the Properties with respect to any period of time prior to the Effective Date (below defined); (c) all claims and causes of action of Seller arising under or with respect to any Contracts that are attributable to periods of time prior to the Effective Date (including claims for adjustments or refunds); (d) all rights and interests of Seller (i) under any policy or agreement of insurance or indemnity, (bii) under any bond or (iii) to any insurance proceeds, arising, in each case, from acts, omissions or events, or damage to or destruction of property (except as provided in Section 14 hereof); (e) all hydrocarbons produced and sold from the Properties with respect to all periods prior to the Effective Date; (f) all claims of Seller for refunds of or loss carry forwards with respect to (i) production or any other taxes attributable to any period prior to the Effective Date, (c)ii) income or franchise taxes or (iii) any taxes attributable to any period prior to the Effective Date; (g) all office leases, office furniture, personal computers and associated peripherals and all radio and telephone equipment not on the Properties; (h) all of Seller’s proprietary computer software, patents, trade secrets, copyrights, names, trademarks, logos and other intellectual property; (i) all documents and instruments of Seller that may be protected by an attorney-client privilege; (j) all data that cannot be disclosed to Buyer as a result of confidentiality arrangements under agreements with third parties; (k) all geophysical, and other seismic and related technical data and information relating to the Properties to the extent not assignable without payment of fee or penalty; (l) documents prepared or received by Seller with respect to (i) lists of prospective purchasers for the Properties compiled by Seller, (d)ii) bids submitted by other prospective purchasers of the Properties, (eiii) analyses by Seller of any bids submitted by any prospective purchaser, (iv) correspondence between or among Seller, its respective representatives, and any prospective purchaser other than Buyer and (v) correspondence between Seller or any of its respective representatives with respect to any of the bids, the prospective purchasers, or the transactions contemplated in this Agreement; (m) all vehicles of Seller or its Affiliates (below defined), and (fn) are herein collectively called the “Assets.”)pulling equipment and workover rig described on Exhibit B.
Appears in 1 contract
Property to be Sold and Purchased. Seller agrees Sellers agree to sell and Buyer agrees to purchase, for the consideration hereinafter set forth, and subject to the terms and provisions herein contained, the following described properties, assets, rights and interests:
(a) All of Seller’s right, title, and interest in and to the oil and gas leases and lands The properties described in Exhibit A I attached hereto (and any ratifications and/or amendments to such leases, whether or not such ratifications or amendments are described in Exhibit A) (such leases, the “Leases”, and together with such lands, the “Lands and Leases”) subject to the restrictions, exceptions, reservations, conditions, limitations, interests and other matters set forth therein, including landowner’s royalties, overriding royalties and made a part hereof for all contracts, agreements, and other instruments pertaining to the samepurposes;
(b) Without limitation of the foregoing, all other right, title and interest (of whatever kind or character, whether legal or equitable, and whether vested or contingent) of each Seller in and to the oil, gas and other minerals in and under or that may be produced from the Lands lands and Leases xxxxx described in Exhibit I hereto (includingincluding interests in oil, without limitation gas and/or mineral leases covering such lands and xxxxx, overriding royalties, production payments and net profits interests) interests in such Lands lands, such leases and Leases xxxxx, and any fee mineral interests, fee royalty interests, interests and other interests in such Lands oil, gas and Leasesother minerals), whether such lands be described in a description set forth in such Exhibit I or be described in such Exhibit I by reference to another instrument (and without limitation by any depth limitations that may be set forth in such Exhibit I or in any such instrument so referred to for description), even though such Seller's interest in such oil, gas and other minerals may be incorrectly described in, or omitted from, such Exhibit I;
(c) All rightrights, title titles and interest interests of each Seller in and to, or otherwise derived from, all presently existing and valid oil, gas and/or mineral unitization, pooling, and/or communitization agreements, declarations and/or orders, orders which are set forth on Exhibit I and in and to the properties covered and the units created thereby (including, without limitation, including all units formed under orders, rules, regulations, or other official acts of any Governmental Authority federal, state, or other authority having jurisdiction, voluntary unitization agreements, designations and/or declarations, and so called “working interest units” created under operating agreements or otherwise), ) relating to the properties described in subsections (a) and (b) above, to the extent, and only to the extent, such right, title and interest are attributable to the properties described in subsections paragraphs (a) and (b) above;
(d) All rightrights, title titles and interest interests of Seller Sellers in and to all presently existing and valid production sales (and sales related) contracts, operating agreements, Surface Rights agreements or easements, and other agreements and Contracts, contracts which are set forth on Exhibit I and Permits (to the extent transferable), which relate to any of the properties described in subsections paragraphs (a), (b) and (c) above, or which relate to the exploration, development, operation operation, or maintenance thereof or the treatment, storage, transportation or marketing of production therefrom (or allocated thereto), to the extent, and only to the extent, such right, title and interest are attributable to the properties described in subsections (a), (b) and (c) above; and;
(e) All rightrights, title titles and interest interests of each Seller in and to all materials, supplies, machinery, equipment, improvements and other personal real, personal, or mixed property and fixtures (including, including but not by way of limitation, all Wxxxxxxxxx, wellhead equipment, pumping units, flowlinespipe, tubing, flow lines, tanks, buildings, injection xxxxx and related facilities, saltwater xxxxx and related disposal facilities, compression facilities, separation, heating, treating and dehydration facilities, gathering systems, and other equipment), located on and all easements, rights of way, surface leases and other surface rights, all permits and licenses, and all other appurtenances being used or held for use in connection with, or otherwise related to, the exploration, development, operation or maintenance of any of the properties described in subsections paragraphs (a), (b) and (c) above, and being used in connection with or the explorationgathering, developmenttreatment, operationstorage, transportation or maintenance thereof. The Parties acknowledge there are no shared facilities in existence regarding the Oil Producing Properties and the Excluded Assets marketing of production therefrom (both as defined below) and all items of personal property and fixtures described in this paragraph (e) and currently used in connection with the Oil Producing Properties will be conveyed to Seller at Closingor allocated thereto); and
(f) All of Seller’s Sellers' lease files, abstracts and title opinions, production records, well files, accounting records (but not including general financial accounting or tax accounting records), seismic records and surveys, gravity and other maps, electric and other logs, technical, geological or geophysical data and records, federal, state and local governmental filings with any governmental authority and other files, documents, documents and records of every kind and description which directly relate to the properties described above in subsections (a) through (e) (“Records”), but excluding those Records which Seller is precluded from transferring to Buyer because of contractual or legal restrictionsabove. Originals or copies of all such Records will be provided to Buyer in their current format. (The properties and interests specified in the foregoing subsections paragraphs (a), (b) and (c) are herein sometimes collectively called the “"Oil Producing and Gas Properties,” " and the properties and interests specified in the foregoing subsections paragraphs (a), (b), (c), (d), (e), ) and (f) are herein sometimes collectively called the “Assets"Properties.”)"
Appears in 1 contract
Property to be Sold and Purchased. Seller agrees to sell and Buyer agrees to purchase, for the consideration hereinafter set forth, and subject to the terms and provisions herein contained, the following described properties, assets, rights and interests:
(a) All of Seller’s right, title, and interest in and to the oil and gas leases and lands The properties described in Exhibit A attached hereto (and any ratifications and/or amendments to such leases, whether or not such ratifications or amendments are described in Exhibit A) (such leases, the “Leases”, and together with such lands, the “Lands and Leases”) subject to the restrictions, exceptions, reservations, conditions, limitations, interests and other matters set forth therein, including landowner’s royalties, overriding royalties and made a part hereof for all contracts, agreements, and other instruments pertaining to the samepurposes;
(b) Without limitation of the foregoing, all other right, title and interest (of whatever kind or character, whether legal legal, beneficial or equitable, and whether vested or contingent) of Seller in and to the oil, gas and other minerals in and under or that may be produced from the Lands lands, leases, and Leases xxxxx described in Exhibit A (includingincluding interests in oil, without limitation gas and/or mineral leases covering such lands and xxxxx, overriding royalties, production payments and net profits interests) interests in such Lands lands, such leases and Leases xxxxx, and any fee mineral interests, fee royalty interests, interests and other interests in such Lands oil, gas and Leasesother minerals) whether such lands be described in a description set forth in such Exhibit A, or be described in such Exhibit A by reference to another instrument (and without limitation by any depth limitations that may be set forth in such Exhibit A or in any such instrument so referred to for description), even though Seller’s interest in such oil, gas and other minerals may be incorrectly described in, or omitted from, such Exhibit A;
(c) All rightrights, title titles and interest interests of Seller in and to, or otherwise derived from, all presently existing and valid oil, gas and/or mineral unitization, pooling, and/or communitization agreements, declarations and/or orders, orders including those set forth on Exhibit A and in and to the properties covered and the units created thereby (including, without limitation, including all units formed under orders, rules, regulations, or other official acts of any Governmental Authority federal, state, or other authority having jurisdiction, voluntary unitization agreements, designations and/or declarations, and so called “working interest units” created under operating agreements or otherwise), ) relating to the properties described in subsections (a) and (b) above, to the extent, and only to the extent, such right, title and interest are attributable to the properties described in subsections paragraphs (a) and (b) above;
(d) All rightrights, title titles and interest interests of Seller in and to all presently existing and valid production sales (and sales related) contracts, operating agreements, Surface Rights agreements or easements, and other agreements and Contracts, contracts which are set forth on Exhibit A and Permits (to the extent transferable), which relate to any of the properties described in subsections paragraphs (a), (b) and (c) above, or which relate to the exploration, development, operation operation, or maintenance thereof or the treatment, storage, transportation or marketing of production therefrom (or allocated thereto), to the extent, and only to the extent, such right, title and interest are attributable to the properties described in subsections (a), (b) and (c) above; and;
(e) All rightrights, title titles and interest interests of Seller in and to all materials, supplies, machinery, equipment, improvements and other personal property and fixtures (including, including but not by way of limitation, all Wxxxxxxxxx, wellhead equipment, pumping units, flowlines, tanks, buildings, injection facilities, saltwater disposal facilities, compression facilities, gathering systems, and other equipment), located on and all easements, rights-of-way, surface leases and other surface rights, all permits and licenses, and all other appurtenances being used or held for use in connection with, or otherwise related to, the exploration, development, operation or maintenance of any of the properties described in subsections paragraphs (a), (b) and (c) above, and being used in connection with or the explorationtreatment, developmentstorage, operation, transportation or maintenance thereof. The Parties acknowledge there are no shared facilities in existence regarding the Oil Producing Properties and the Excluded Assets marketing of production therefrom (both as defined below) and all items of personal property and fixtures described in this paragraph (e) and currently used in connection with the Oil Producing Properties will be conveyed to Seller at Closingor allocated thereto); and
(f) All of Seller’s lease files, abstracts and title opinions, production records, well files, accounting records (but not including general tax and general financial accounting or tax accounting records), seismic records and surveys, gravity maps, electric logs, and other filesgeological or geophysical data and records, documents, which relate solely and records which directly relate exclusively to the properties described above in subsections (a) through (e) (“Records”), but excluding those Records which Seller is precluded from transferring to Buyer because of contractual or legal restrictionsabove. Originals or copies of all such Records will be provided to Buyer in their current format. (The properties and interests specified in the foregoing subsections paragraphs (a), (b) and (c) ), except for the Excluded Properties, are herein sometimes collectively called the “Oil Producing and Gas Properties,” and the properties and interests specified in the foregoing subsections paragraphs (a), (b), (c), (d), (e), ) and (f) ), except for the Excluded Properties, are herein sometimes collectively called the “AssetsProperties”.”)
Appears in 1 contract
Samples: Purchase and Sale Agreement (Approach Resources Inc)
Property to be Sold and Purchased. Seller agrees to sell and Buyer agrees to purchase, for the consideration hereinafter set forth, and subject to the terms and provisions herein contained, the following described properties, assets, rights and interests:
(a) All of Seller’s all right, title, title and interest of Seller in and to the oil and gas xxxxx, leases and lands other, interests, if any, described in on Exhibit A hereto (and any ratifications and/or ratifications, amendments to such leasesand extensions thereof, whether or not such ratifications or amendments the same are described in on Exhibit A) (such leasesand all equipment, the “Leases”buildings, and together with such lands, the “Lands and Leases”) subject to the restrictions, exceptions, reservations, conditions, limitations, interests fixtures and other matters set forth therein, including landowner’s royalties, overriding royalties improvements located thereon and all contractsrights, agreementseasements, rights-of-way and other instruments pertaining to interests incidental thereto and used or necessary for the sameuse and enjoyment of the properties by Buyer;
(b) Without limitation of the foregoing, all other right, title and interest (of whatever kind or character, whether legal or equitable, and whether vested or contingent) of Seller in and to the oil, gas leases and other minerals that may be produced from the Lands interests, if any, described on Exhibit A hereto and Leases in and to all lands described on Exhibit A or described or covered by such leases or other interests (including, without limitation limitation, interests in oil, gas and/or mineral leases, overriding royalties, production payments and payments, net profits interests) in such Lands and Leases and any , fee mineral interests, fee royalty interests, interests and other interests in insofar as they cover such Lands and Leases;lands), even though Seller’s interest therein may be incorrectly described in, or omitted from, such Exhibit A; and
(c) All rightall rights, title titles and interest interests of Seller in and to, or otherwise derived from, all presently existing and valid oil, gas and/or mineral unitization, pooling, and/or communitization agreements, declarations declarations, designations and/or ordersorders (including, without limitation, those described on Exhibit A hereto) and in and to the properties covered and the units created thereby (including, without limitation, all units formed under orders, rules, regulations, or other official acts of any Governmental Authority federal, state, or other authority having jurisdiction, and voluntary unitization agreements, designations and/or declarations, and so called “working interest units” created under operating agreements or otherwise), ) relating to the properties described in subsections (a) and (b) above, to the extent, and only to the extent, such right, title and interest are attributable to the properties described in subsections (a) and (b) above;
(d) All rightto the extent assignable, title all rights, titles and interest interests of Seller in and to all presently existing and valid production sales contracts, operating agreements, Surface Rights agreements or easements, and other agreements and Contractscontracts, including any presently existing plugging bonds or deposits, deposits for services, damages or similar deposits or trust agreements and Permits (to the extent transferable), deposits which relate to any of the properties described in subsections (a), (b) and (c) above, or which relate to above (the exploration, development, operation or maintenance thereof or the treatment, storage, transportation or marketing of production therefrom (or allocated thereto“Contracts”), to the extent, and only to the extent, such right, title and interest are attributable to the properties described in subsections (a), (b) and (c) above; and
(e) All rightall rights, title titles and interest interests of Seller in and to all materials, supplies, machinery, equipment, improvements and other personal property and fixtures (including, but not by way of limitation, all Wxxxxxxxxx, wellhead equipment, pumping units, flowlines, tanks, buildings, saltwater disposal facilities, injection facilities, compression facilities, gathering systems, and other equipment)) used in connection with the exploration, located on development, operation or maintenance of the properties described in subsections (a), (b) and (c) above, and, to the extent assignable, in and being to all permits and licenses (including, without limitation, all environmental and other governmental permits, licenses and authorizations), rights of way, easements, and other rights of surface use, water rights and other rights and interests used in connection with the exploration, development, operation, operation or maintenance thereof. The Parties acknowledge there are no shared facilities in existence regarding the Oil Producing Properties and the Excluded Assets (both as defined below) and all items of personal property and fixtures described in this paragraph (e) and currently used in connection with the Oil Producing Properties will be conveyed to Seller at Closing; and
(f) All of Seller’s lease files, abstracts and title opinions, production records, well files, accounting records (but not including general financial accounting or tax accounting records), electric logs, and other files, documents, and records which directly relate to the properties described above in subsections (a) through (e) (“Records”), but excluding those Records which Seller is precluded from transferring to Buyer because of contractual or legal restrictions. Originals or copies of all such Records will be provided to Buyer in their current format. (The properties and interests specified in the foregoing subsections (a), (b) and (c) above. The properties, rights and interests described in subsections (a) through (c) above are herein collectively sometimes called the “Oil Producing and Gas Properties,” and the properties properties, rights and interests specified described in the foregoing subsections (a) through (e) above are herein sometimes called the “Properties.” It is provided however, that Properties does not include: (a) all of Seller’s corporate minute books, financial records, and other business records that relate to Seller’s business generally (including the ownership and operation of the Properties), ; (b) all trade credits, all accounts, receivables and all other proceeds, income or revenues attributable to the Properties with respect to any period of time prior to the Effective Date (below defined), ; (c) all claims and causes of action of Seller arising under or with respect to any Contracts that are attributable to periods of time prior to the Effective Date (including claims for adjustments or refunds), ; (d) all rights and interests of Seller (i) under any policy or agreement of insurance or (ii) to any insurance proceeds, arising, in each case, from acts, omissions or events, or damage to or destruction of property (except as provided in Section 14 hereof), ; (e), ) all hydrocarbons produced and sold from the Properties with respect to all periods prior to the Effective Date; (f) are herein collectively called all claims of Seller for refunds of or loss carry forwards with respect to (i) production or any other taxes attributable to any period prior to the “AssetsEffective Date, (ii) income or franchise taxes or (iii) any taxes attributable to any period prior to the Effective Date; (g) all office leases, office furniture, personal computers and associated peripherals and all radio and telephone equipment not on the Properties; (h) all of Seller’s proprietary computer software, patents, trade secrets, copyrights, names, trademarks, logos and other intellectual property; (i) all documents and instruments of Seller that may be protected by an attorney-client privilege; (j) all data that cannot be disclosed to Buyer as a result of confidentiality arrangements under agreements with third parties; (k) all geophysical, and other seismic and related technical data and information relating to the Properties to the extent not assignable without payment of fee or penalty; (l) documents prepared or received by Seller with respect to (i) lists of prospective purchasers for the Properties compiled by Seller, (ii) bids submitted by other prospective purchasers of the Properties, (iii) analyses by Seller of any bids submitted by any prospective purchaser, (iv) correspondence between or among Seller, its respective representatives, and any prospective purchaser other than Buyer and (v) correspondence between Seller or any of its respective representatives with respect to any of the bids, the prospective purchasers, or the transactions contemplated in this Agreement.”)
Appears in 1 contract
Samples: Purchase and Sale Agreement (Imperial Petroleum Inc)
Property to be Sold and Purchased. Seller agrees to sell and Buyer --------------------------------- agrees to purchase, for the consideration hereinafter set forth, and subject to the terms and provisions herein contained, the following described properties, assets, rights and interests:
(a) All of Seller’s right, title, and interest in and to the oil and gas leases and lands described in Exhibit A hereto (and any ratifications and/or amendments to such leases, whether or not such ratifications or amendments are described in Exhibit A) (such leases, the “Leases”, and together with such lands, the “Lands and Leases”) subject to the restrictions, exceptions, reservations, conditions, limitations, interests and other matters set forth therein, including landowner’s royalties, overriding royalties and all contracts, agreements, and other instruments pertaining to the same;
(b) Without limitation of the foregoing, all other right, title and interest (of whatever kind or character, whether legal or equitable, and whether vested or contingent) of Seller in and to the oil, gas and other minerals that may be produced from the Lands and Leases (including, without limitation overriding royalties, production payments and net profits interests) in such Lands and Leases and any fee and/or mineral interests, fee royalty interests, and other interests in such Lands and Leases;leases described on EXHIBIT A hereto; and
(cb) All rightrights, title titles and interest interests of Seller in and to, or otherwise derived from, all presently existing and valid oil, gas and/or mineral unitization, pooling, and/or communitization agreements, declarations and/or orders, and in and to the properties covered and the units created thereby orders (including, without limitation, all units formed under orders, rules, regulations, or other official acts of any Governmental Authority federal, state, or other authority having jurisdiction, and voluntary unitization agreements, designations and/or declarations, and so called “working interest units” created under operating agreements or otherwise), ) relating to the properties described in subsections subsection (a) and (b) above, to the extent, and only to the extent, such right, title and interest are attributable to the properties described in subsections (a) and (b) above;; and
(dc) All rightrights, title titles and interest interests of Seller in and to all presently existing and valid production sales contracts, operating agreements, Surface Rights agreements or easements, and other agreements and Contracts, and Permits (to the extent transferable), contracts which relate to any of the properties described in subsections (a), ) and (b) and (c) above, or which relate to the exploration, development, operation or maintenance thereof or the treatment, storage, transportation or marketing of production therefrom (or allocated thereto), to the extent, extent and only to the extentextent such rights, such right, title titles and interest interests are attributable to the properties described in subsections (a), (b) and (cb) above; and
(ed) All rightrights, title titles and interest interests of Seller in and to all materials, supplies, machinery, equipment, improvements and other personal property and fixtures (including, but not by way of limitation, all Wxxxxxxxxx, wellhead equipment, pumping units, flowlines, tanks, buildings, saltwater disposal facilities, injection facilities, compression facilities, gathering systems, and other equipment), ) located on the properties described in subsections (a), ) and (b) above and (c) above, and being used in connection with the exploration, development, operation, operation or maintenance thereof. The Parties acknowledge there are no shared facilities , and in existence regarding the Oil Producing Properties and the Excluded Assets (both as defined below) to water rights, permits, licenses, rights of way, easements, and all items other rights of personal property and fixtures described in this paragraph (e) and currently surface use used in connection with the Oil Producing Properties will be conveyed to Seller at Closing; and
(f) All exploration, development, operation or maintenance, of Seller’s lease files, abstracts and title opinions, production records, well files, accounting records (but not including general financial accounting or tax accounting records), electric logs, and other files, documents, and records which directly relate to the properties described above in subsections (a) through and (eb) above, in each case to the extent and only to the extent such rights, titles and interests are attributable to the properties described in subsections (“Records”)a) and (b) above. The properties, but excluding those Records which Seller is precluded from transferring to Buyer because of contractual or legal restrictions. Originals or copies of all such Records will be provided to Buyer in their current format. (The properties rights and interests specified in the foregoing subsections (a), (b) and (c) b), exclusive of the properties, rights and interests excluded below, are herein sometimes collectively called the “Oil Producing Properties"OIL AND GAS PROPERTIES,” " and the properties properties, rights and interests specified in the foregoing subsections (a), (b), (c), ) and (d), (e)exclusive of the properties, rights and (f) interests excluded below, are herein sometimes collectively called the “Assets"PROPERTIES". The Properties do not include, and there is hereby expressly excepted and excluded therefrom and reserved to Seller, all rights and choses in action, arising, occurring or existing in favor of Seller prior to the Effective Date or arising out of the operation of or production from the Oil and Gas Properties prior to the Effective Date (including, but not limited to, any and all contract rights, claims, receivables, revenues, recoupment rights, recovery rights, accounting adjustments, escrow accounts, mispayments, erroneous payments or other claims of any nature in favor of Seller and relating and accruing to any time period prior to the Effective Date).”)
Appears in 1 contract
Samples: Agreement of Sale and Purchase (Inland Resources Inc)
Property to be Sold and Purchased. Seller agrees to sell and Buyer agrees to purchase, for the consideration hereinafter set forth, and subject to the terms and provisions herein contained, the following described properties, assets, rights and interests:interests (except to the extent any of the same constitute any Excluded Assets, as defined below):
(a) All The respective undivided Working Interests (as hereinafter defined) and Net Revenue Interests (as hereinafter defined) in and to, together with all of Seller’s rightrights, title, titles and interest interests in and to to, the oil and oil, gas and/or mineral leases and lands or leasehold interests described in Exhibit A hereto (and all lands covered by said leases and leasehold interests, mineral and surface fee interests, royalty and overriding royalty interests, and any rights and interests attributable to any of the foregoing interests by virtue of any pooling, unitization, communitization, operating or other agreements, and in and to any ratifications and/or amendments to such leases, whether all being subject to any reservations, depth limitations, or not such ratifications other restrictions in or amendments are described in Exhibit A) under the CoP Agreements (such leases, collectively the “LeasesOil and Gas Properties”, and together with such lands, the “Lands and Leases”) subject to the restrictions, exceptions, reservations, conditions, limitations, interests and other matters set forth therein, including landowner’s royalties, overriding royalties and all contracts, agreements, and other instruments pertaining to the same;); and
(b) Without limitation of the foregoingAll rights, all other right, title titles and interest (of whatever kind or character, whether legal or equitable, and whether vested or contingent) interests of Seller in and to the oil, gas all contracts and other minerals that may be produced from the Lands and Leases (including, without limitation overriding royalties, production payments and net profits interests) in such Lands and Leases and any fee mineral interests, fee royalty interests, and other interests in such Lands and Leases;
(c) All right, title and interest of Seller in and to, or otherwise derived from, all presently existing and valid oil, gas and/or mineral unitization, pooling, and/or communitization agreements, declarations and/or orders, and in and to the properties covered and the units created thereby (including, without limitation, all units formed under orders, rules, regulations, or other official acts of any Governmental Authority having jurisdiction, voluntary unitization agreements, designations and/or declarations, and so called “working interest units” created under operating agreements or otherwise), relating to the properties described in subsections (a) Oil and (b) aboveGas Properties including but not limited to production sales contracts, operating agreements, unit agreements, processing agreements, transportation agreements, the CoP Agreements and any other contracts and agreements that are listed on Exhibit B hereto which relate to any of the Oil and Gas Properties, to the extent, extent and only to the extent, such rightrights, title titles and interest interests are attributable to the properties described in subsections Oil and Gas Properties (a) and (b) above;
(d) All right, title and interest of Seller in and to all presently existing and valid production sales contracts, operating agreements, Surface Rights agreements or easements, and other agreements and collectively the “Contracts, and Permits (to the extent transferable”), which relate to any of the properties described in subsections (a), (b) and (c) above, or which relate to the exploration, development, operation or maintenance thereof or the treatment, storage, transportation or marketing of production therefrom (or allocated thereto), to the extent, and only to the extent, such right, title and interest are attributable to the properties described in subsections (a), (b) and (c) above; and
(ec) All rightof Seller’s rights, title titles and interest of Seller interests in and to to, all xxxxx (including oil and gas xxxxx and wellbores), materials, supplies, machinery, equipment, improvements and other personal property and fixtures (including, including but not by way of limitationlimited to all casing, all Wxxxxpipelines, xxxxx, wellhead equipment, pumping units, flowlines, tanks, buildings, injection facilities, saltwater disposal facilities, compression facilities, gathering systems, and other inventory and equipment), ) located on properties described in subsections (a), (b) the Oil and (c) above, Gas Properties and being used in connection with the exploration, development, operation, operation or maintenance thereof. The Parties acknowledge there , to the extent, and only to the extent, such rights, titles and interests are no shared facilities in existence regarding attributable to the Oil Producing and Gas Properties (collectively the “Personal Property”); and
(d) All rights, titles and interests of Seller in and to all rights of way, easements, surface leases, and other rights of surface use which relate to any of the Excluded Assets Oil and Gas Properties or Personal Property, to the extent and only to the extent, such rights, titles and interests are attributable to the Oil and Gas Properties (both collectively the “Surface Interests”); and
(e) All rights, titles and interests of Seller in and to all natural gas, casinghead gas, drip gasoline, natural gasoline, natural gas liquids, condensate, products, crude oil and all other liquid or gaseous hydrocarbons produced from or otherwise allocable to the Oil and Gas Properties or the Personal Property on and after the Effective Date (as defined below) (collectively the “Hydrocarbons”) and all items of personal property and fixtures described in this paragraph (e) and currently used in connection with the Oil Producing Properties will be conveyed to Seller at Closing; andproceeds therefrom or attributable thereto;
(f) All of Seller’s lease files, abstracts and title opinions, production records, well files, accounting records (but not including general financial accounting or tax accounting records), electric logs, and other files, documents, correspondence and records which directly relate data pertaining to the properties interests described above in subsections (a) through (e) (“Records”), but excluding those Records which Seller is precluded from transferring to Buyer because of contractual or legal restrictions. Originals or copies of all such Records will be provided to Buyer in their current format. (The properties and interests specified in the foregoing subsections (a), (b) and (c) are herein collectively called the “Oil Producing Properties,” and the properties and interests specified in the foregoing subsections (a), (b), (c), (d), (e), and (f) are herein and (g) of this Section 1 including but not limited to lease files, land files, well files, contract files, division order files, title opinions, engineering files, geological, geophysical and seismic records, plats, surveys, maps, cross-sections, production records, electric logs, cuttings, cores, core data, pressure data, decline and production curves, well files and all related matters, but excluding any interpretive information pertaining to economic or reserve forecasts (collectively called the “Assets.Records”) and
(g) Subject to any limitation on assignment thereof, all of Seller’s rights, titles and interests, if any, in and to the benefit of, and full power and right of substitution and subrogation for, 1) all warranties (including title warranties) and indemnities provided by third parties in favor of Seller or its predecessors, subject to any limitations on assignment thereof, pertaining to the Oil and Gas Properties, Contracts, Personal Property, Surface Interests, Hydrocarbons, and Records after the Effective Date and before the Effective Date) and 2) all other intangible rights, properties or interests of or pertaining to the Oil and Gas Properties, Contracts, Personal Property, Surface Interests, Hydrocarbons and Records, to the extent and only to the extent, such rights, titles and interests are attributable to the Oil and Gas Properties(except that as to the period before the Effective Date to the extent Seller is indemnifying Buyer hereunder Seller may retain the concurrent benefit of such indemnities and warranties) (collectively, the “Tangible and Intangible Rights”).
Appears in 1 contract
Samples: Agreement of Sale and Purchase (Maverick Oil & Gas, Inc.)
Property to be Sold and Purchased. Seller agrees to sell and Buyer agrees to purchase, for the consideration hereinafter herein set forth, and subject to the terms and provisions herein contained, all of Seller’s right, title and interest in and to the following described properties, assets, rights and interests:
(a) All of Seller’s rightThe entire estates created by the oil, titlegas and/or mineral leases set forth on Exhibit A (as amended and/or ratified from time to time, the “Leases”), and interest in and to the oil and gas leases and lands described in Exhibit A hereto (the “Land” or “Lands”), together with all the property and any ratifications and/or amendments rights incident thereto, including without limitation surface, fee mineral, overriding royalty, reversionary, net profits, production payment, working and royalty interests attributable thereto, and the contracts and agreements relating to such the Leases and Land, including without limitation, all operating agreements, exploration agreements, area of mutual interest agreements, surface use agreements, product purchase and sale contracts, transportation, processing, leases, whether or not such ratifications or amendments are described in Exhibit A) (such leasespermits, the “Leases”rights-of-way, servitudes, easements, licenses, declarations, orders, contracts, and together with such lands, the “Lands and Leases”) subject instruments in any way relating to the restrictions, exceptions, reservations, conditions, limitations, interests and other matters set forth therein, including landowner’s royalties, overriding royalties and all contracts, agreements, and other instruments pertaining to the sameLeases;
(b) Without limitation of The oil and gas xxxxx specifically described in Exhibit B (the foregoing“Xxxxx”), together with all other right, title injection and interest (of whatever kind disposal xxxxx on the Leases or character, whether legal Lands or equitableon lands pooled or unitized therewith, and whether vested or contingent) of Seller in and to the oilall personal property, gas and other minerals that may be produced from the Lands and Leases (including, without limitation overriding royalties, production payments and net profits interests) in such Lands and Leases and any fee mineral interests, fee royalty interests, and other interests in such Lands and Leases;
(c) All right, title and interest of Seller in and to, or otherwise derived from, all presently existing and valid oil, gas and/or mineral unitization, pooling, and/or communitization agreements, declarations and/or orders, and in and to the properties covered and the units created thereby (including, without limitation, all units formed under orders, rules, regulations, or other official acts of any Governmental Authority having jurisdiction, voluntary unitization agreements, designations and/or declarations, and so called “working interest units” created under operating agreements or otherwise), relating to the properties described in subsections (a) and (b) above, to the extent, and only to the extent, such right, title and interest are attributable to the properties described in subsections (a) and (b) above;
(d) All right, title and interest of Seller in and to all presently existing and valid production sales contracts, operating agreements, Surface Rights agreements or easements, and other agreements and Contracts, and Permits (to the extent transferable), which relate to any of the properties described in subsections (a), (b) and (c) above, or which relate to the exploration, development, operation or maintenance thereof or the treatment, storage, transportation or marketing of production therefrom (or allocated thereto), to the extent, and only to the extent, such right, title and interest are attributable to the properties described in subsections (a), (b) and (c) above; and
(e) All right, title and interest of Seller in and to all materials, supplies, machinery, equipment, improvements and other personal property and fixtures equipment (including, but not by way of limitationlimited to, all Wxxxxxxxxx, wellhead equipment, pumping units, flowlines, tanks, buildings, saltwater disposal injection facilities, compression facilities, and other equipmentfacilities), located on pipe, fixtures, improvements, permits, rights-of-way and easements used in connection with the production, gathering, treatment, processing, storing, sale or disposal of Hydrocarbons (defined below) or water produced from the properties and interests described in subsection (a);
(c) The pooling, integration, communitization and unitization agreements, declarations and orders, and all other such agreements relating to the properties and interests described in subsections (a), ) and (b) and (c) above, and being used in connection with the exploration, development, operation, or maintenance thereof. The Parties acknowledge there are no shared facilities in existence regarding the Oil Producing Properties and the Excluded Assets (both as defined below) and all items of personal property and fixtures described in this paragraph (e) and currently used in connection with the Oil Producing Properties will be conveyed to Seller at Closing; and
(f) All of Seller’s lease files, abstracts and title opinions, production records, well files, accounting records (but not including general financial accounting or tax accounting records), electric logs, and other files, documents, and records which directly relate to the properties described above in subsections (a) through (e) (“Records”)production of Hydrocarbons, but excluding those Records which Seller is precluded from transferring if any, attributable to Buyer because of contractual or legal restrictions. Originals or copies of all such Records will be provided to Buyer in their current format. (The said properties and interests specified in the foregoing subsections (a), (b) and (c) are herein collectively called the “Oil Producing Properties,” and the properties and interests specified in the foregoing subsections (a), (b), (c), (d), (e), and (f) are herein collectively called the “Assets.”)interests;
Appears in 1 contract
Samples: Agreement of Sale and Purchase (Environmental Energy Services Inc)
Property to be Sold and Purchased. Seller agrees to sell and Buyer agrees to purchase, for the consideration hereinafter set forth, and subject to the terms and provisions herein contained, the following described properties, assets, rights and interests:
(a) All of Seller’s right, title, title and interest of Seller in and to the oil and oil, gas and/or mineral leases and lands described in Exhibit A EXHIBIT II hereto (and any ratifications ratification and/or amendments to such leases, whether or not such ratifications or amendments are described in Exhibit Aon EXHIBIT II) insofar as such leases (and such leases, ratifications and amendments ) cover the “Leases”, lands and together with depths described on such lands, the “Lands and Leases”) subject to the restrictions, exceptions, reservations, conditions, limitations, interests and other matters set forth therein, including landowner’s royalties, overriding royalties and all contracts, agreements, and other instruments pertaining to the same;EXHIBIT II; and
(b) Without limitation of limiting the foregoing, all other right, title and interest (of whatever kind or character, whether legal or equitable, and whether vested or contingent) of Seller in and to the oil, gas and other minerals in and under or that may be produced from the Lands lands and Leases depths described on EXHIBIT II (includingincluding interests in oil, without limitation gas and/or mineral leases covering such lands and depths, overriding royalties, production payments and net profits interests) interests in such Lands lands or such leases, and Leases and any fee mineral interests, fee royalty interestsinterests and all other interests of any kind or character in such oil, gas and other interests in such Lands and Leases;minerals); and
(c) All rightrights, title titles and interest interests of Seller in and to, or otherwise derived from, to all presently existing permits; licenses; servitudes; easements; rights-of-way; orders; farm-in and valid farm-out agreements; bottom hole agreements; crude oil, condensate and natural gas and/or mineral unitizationpurchase and sale, poolinggathering, and/or communitization transportation and marketing agreements; hydrocarbon storage agreements; acreage contribution agreements; operating agreements; balancing agreements; pooling agreements; unitization agreements; processing agreements; saltwater disposal agreements; options; facility ore equipment leases; and other contracts, agreements, declarations and/or ordersand rights owned by Seller, and in and whole or in part, to the properties covered and the units created thereby extent that they are (including, without limitation, all units formed under orders, rules, regulations, i) appurtenant to or other official acts of any Governmental Authority having jurisdiction, voluntary unitization agreements, designations and/or declarations, and so called “working interest units” created under operating agreements or otherwise), relating to affect the properties described in subsections SUBSECTIONS (a) and (b) above or (ii) used or held for use in connection with the ownership or operation of the properties described in SUBSECTIONS (a) and (b) above or the production or treatment of oil, gas, and other hydrocarbons and associated products on or produced from the properties described in SUBSECTIONS (a) and (b) above, to or the extentsale or disposal of water, oil, gas and only to the extent, such right, title other hydrocarbons and interest are attributable to the properties described in subsections (a) and (b) above;associated products; and
(d) All rightrights, title titles and interest of Seller in and to all presently existing and valid production sales contracts, operating agreements, Surface Rights agreements or easements, and other agreements and Contracts, and Permits (to the extent transferable), which relate to any of the properties described in subsections (a), (b) and (c) above, or which relate to the exploration, development, operation or maintenance thereof or the treatment, storage, transportation or marketing of production therefrom (or allocated thereto), to the extent, and only to the extent, such right, title and interest are attributable to the properties described in subsections (a), (b) and (c) above; and
(e) All right, title and interest interests of Seller in and to all materials, supplies, machinery, equipment, improvements and other personal property and fixtures (including, but not by way of limitation, all Wxxxxxxxxx, saltwater disposal xxxxx, wellhead equipment, pumping unitscompression equipment, flowlinesflow lines, tankspipelines, buildingsgathering systems, saltwater disposal facilitiesprocessing and separation systems, and other equipment), ) whether or not located on the properties described in subsections SUBSECTIONS (a), (b) and (c) above and used in connection with the exploration, development, operation or maintenance thereof and all oil, gas and other hydrocarbons produced from or allocated thereto; and
(e) All of the files, records, information, and data, whether written or electronically stored, relating to the interests of Seller in the properties described in SUBSECTIONS (a), (b) and (c) above, including without limitation: (i) land and being used in connection with the explorationtitle records (including abstracts of title, development, operation, or maintenance thereof. The Parties acknowledge there are no shared facilities in existence regarding the Oil Producing Properties and the Excluded Assets (both as defined below) and all items of personal property and fixtures described in this paragraph (e) and currently used in connection with the Oil Producing Properties will be conveyed to Seller at Closing; and
(f) All of Seller’s lease files, abstracts and title opinions, and title curative documents); (ii) contract files; (iii) correspondence; (iv) operations, environmental, production records, well files, and accounting records (but not including general financial accounting or tax accounting records); (v) facility and well records; and (vi) geological, electric logs, geophysical and other files, documents, scientific and records which directly relate technical data and information relating to the properties described above in subsections SUBSECTIONS (a) through (e) (“Records”), but excluding those Records which (b) and (c) above that is nonproprietary and that Seller is precluded from transferring has the unencumbered right to Buyer because of contractual or legal restrictionstransfer. Originals or copies of all such Records will be provided to Buyer in their current format. (The properties and interests specified in the foregoing subsections SUBSECTIONS (a), (b) and (c) are herein sometimes collectively called the “Oil Producing Properties"OIL AND GAS PROPERTIES,” " and the properties and interests specified in the foregoing subsections SUBSECTIONS (a), (b), (ca),(b),(c), (d), ) and (e), and (f) are herein sometimes collectively called the “Assets"PROPERTIES". It is the intention of Seller to sell, and the intention of Buyer to purchase, all property of every kind and character, whether real, personal or mixed, owned by Seller and situated in Claiborne Parish, Louisiana, Xxxx County, Texas, or Xxxxx County, Texas, whether such property is correctly or incorrectly described on, or was inadvertently omitted from, EXHIBIT II.”)
Appears in 1 contract
Samples: Purchase and Sale Agreement (Benz Energy LTD /Can/)
Property to be Sold and Purchased. Seller agrees to sell and Buyer agrees to purchase, for the consideration hereinafter set forth, and subject to the terms and provisions herein contained, the following described properties, assets, rights and interests:
(a) All of Seller’s right, title, and interest in and to the oil and gas leases and lands The properties described in Exhibit A the Property Exhibits attached, or to be attached, hereto (and any ratifications and/or amendments to such leases, whether or not such ratifications or amendments are described in Exhibit A) (such leases, the “Leases”, and together with such lands, the “Lands and Leases”) subject to the restrictions, exceptions, reservations, conditions, limitations, interests and other matters set forth therein, including landowner’s royalties, overriding royalties and made a part hereof for all contracts, agreements, and other instruments pertaining to the samepurposes;
(b) Without limitation of the foregoing, all other right, title and interest (of whatever kind or character, whether legal or equitable, and whether vested or contingent) of Seller in and to the oil, gas and other minerals in and under or that may be produced from the Lands lands and Leases wellx xxxcribed in the Property Exhibits hereto (includingincluding interests in oil, without limitation overriding gas and/or mineral leases covering such lands and wellx, xxerriding royalties, production payments and net profits interests) interests in such Lands lands, such leases and Leases and any wellx, xxd fee mineral interests, fee royalty interests, interests and other interests in such Lands oil, gas and Leasesother minerals), whether such lands be described in a description set forth in such exhibits or be described in such exhibits by reference to another instrument (and without limitation by any depth limitations that may be set forth in such exhibits or in any such instrument so referred to for description), even though Seller's interest in such oil, gas and other minerals may be incorrectly described in, or omitted from, such exhibits;
(c) All rightrights, title titles and interest interests of Seller in and to, or otherwise derived from, all presently existing and valid oil, gas and/or mineral unitization, pooling, pooling and/or communitization agreements, declarations and/or orders, orders which are set forth on the Property Exhibits and in and to the properties covered and the units created thereby (including, without limitation, including all units formed under orders, rules, regulations, regulations or other official acts of any Governmental Authority federal, state or other authority having jurisdiction, voluntary unitization agreements, designations and/or declarations, and so called “working interest units” created under operating agreements or otherwise), ) relating to the properties described in subsections (a) and (b) above, to the extent, and only to the extent, such right, title and interest are attributable to the properties described in subsections paragraphs (a) and (b) above;
(d) All rightrights, title titles and interest interests of Seller in and to all presently existing and valid production sales (and sales related) contracts, operating agreements, Surface Rights agreements or easements, and other agreements and Contracts, contracts which are set forth on the Property Exhibits and Permits (to the extent transferable), which relate to any of the properties described in subsections paragraphs (a), (b) and (c) above, or which relate to the exploration, development, operation or maintenance thereof or the treatment, storage, transportation or marketing of production therefrom (or allocated thereto), to the extent, and only to the extent, such right, title and interest are attributable to the properties described in subsections (a), (b) and (c) above; and;
(e) All rightrights, title titles and interest interests of Seller in and to all materials, supplies, machinery, equipment, improvements and other personal property and fixtures (including, including but not by way of limitation, all Wxxxxwellx, wellhead xxllhead equipment, pumping units, flowlines, tanks, buildings, injection facilities, saltwater disposal facilities, compression facilities, gathering systems and other equipment), located on and all easements, rights-of-way, surface leases and other surface rights, all permits and licenses and all other appurtenances being used or held for use in connection with, or otherwise related to, the exploration, development, operation or maintenance of any of the properties described in subsections paragraphs (a), (b) and (c) above, and being used in connection with or the explorationtreatment, developmentstorage, operation, transportation or maintenance thereof. The Parties acknowledge there are no shared facilities in existence regarding the Oil Producing Properties and the Excluded Assets marketing of production therefrom (both as defined below) and all items of personal property and fixtures described in this paragraph (e) and currently used in connection with the Oil Producing Properties will be conveyed to Seller at Closingor allocated thereto); and
(f) All of Seller’s 's lease files, abstracts and title opinions, production records, well files, accounting records (but not including general financial accounting or tax accounting records), seismic records and surveys, gravity maps, electric logs, geological or geophysical data and records, and other files, documents, documents and records of every kind and description which directly relate to the properties described above in subsections (a) through (e) (“Records”), but excluding those Records which Seller is precluded from transferring to Buyer because of contractual or legal restrictionsabove. Originals or copies of all such Records will be provided to Buyer in their current format. (The properties and interests specified in the foregoing subsections paragraphs (a), (b) and (c) are herein sometimes collectively called the “"Oil Producing and Gas Properties,” " and the properties and interests specified in the foregoing subsections paragraphs (a), (b), (c), (d), (e), ) and (f) are herein sometimes collectively called the “Assets"Properties".”)
Appears in 1 contract
Samples: Purchase and Sale Agreement (Petroglyph Energy Inc)
Property to be Sold and Purchased. Seller agrees to sell and Buyer agrees to purchase, for the consideration hereinafter set forth, and subject to the terms and provisions herein contained, the following described properties, assets, rights and interests:
(a) All of Seller’s right, title, and interest in and to the oil and gas leases and lands described in Exhibit A hereto (and any ratifications and/or amendments to such leases, whether or not such ratifications or amendments are described in Exhibit A) (such leases, the “Leases”, and together with such lands, the “Lands and Leases”) subject to the restrictions, exceptions, reservations, conditions, limitations, interests and other matters set forth therein, including landowner’s royalties, overriding royalties and all contracts, agreements, and other instruments pertaining to the same;
(b) Without limitation of the foregoing, all other right, title and interest of Seller (i) in and to the oil, gas and/or mineral leases described on Part One of whatever kind Exhibit A hereto insofar as such leases cover depths below the base of the Woodbine Formation underlying the lands described in such Part One of Exhibit A and (ii) in and to all of the oil, gas and/or mineral leases described on Part Two or characterPart Three of Exhibit A insofar as such leases cover depths between the base of the Woodbine Formation and the base of the Cotton Valley Sand Formation underlying the lands described in such Part Two or Part Three of Exhibit A; SAVE AND EXCEPT all right, whether legal or equitable, title and whether vested or contingent) interest of Seller in and to the oil, gas and other minerals that may be produced from mineral leases described in Part Four of Exhibit A hereto insofar as such leases cover the Lands lands and Leases (including, without limitation overriding royalties, production payments and net profits interests) depths described in such Lands and Leases and any fee mineral interests, fee royalty interests, and other interests in such Lands and Leases;Part Four of Exhibit A; and
(cb) All rightrights, title titles and interest interests of Seller in and to, or otherwise derived from, all presently existing and valid oil, gas and/or mineral unitization, pooling, and/or communitization agreements, declarations and/or orders, and in and to the properties covered and the units created thereby orders (including, without limitation, all units formed under orders, rules, regulations, or other official acts of any Governmental Authority federal, state, or other authority having jurisdiction, and voluntary unitization agreements, designations and/or declarations, and so called “working interest units” created under operating agreements or otherwise), ) relating to the properties described in subsections subsection (a) and (b) above, to the extent, extent and only to the extentextent such rights, such right, title titles and interest interests are attributable to the properties described in subsections subsection (a) and (b) above;; and
(dc) All rightrights, title titles and interest interests of Seller in and to all presently existing and valid production sales contracts, operating agreements, Surface Rights right of way easements, seismic data agreements or easements(to the extent transferable and subject to the limitations set forth below), and other agreements and Contracts, and Permits (to the extent transferable), contracts which relate to any of the properties described in subsections (a), ) and (b) and (c) above, or which relate to the exploration, development, operation or maintenance thereof or the treatment, storage, transportation or marketing of production therefrom (or allocated thereto), to the extent, extent and only to the extentextent such rights, such right, title titles and interest interests are attributable to the properties described in subsections (a), (b) and (cb) above; and
(d) All rights, titles and interests of Seller in and to all xxxxx, wellhead equipment, flowlines, tanks, injection facilities, saltwater disposal facilities, compression facilities, gathering systems, and other equipment located on the properties described in subsections (a) and (b) above and currently in use in connection with the operation of such properties; and
(e) All An undivided one-half (2) interest in and to all right, title and interest of Seller in and to all materialsthe oil, supplies, machinery, equipment, improvements and other personal property and fixtures (including, but not by way gas and/or mineral leases described on Part Two of limitation, all Wxxxx, wellhead equipment, pumping units, flowlines, tanks, buildings, saltwater disposal facilities, and other equipment), located on properties Exhibit A insofar as such leases cover depths below the base of the Cotton Valley Sand Formation underlying the lands described in subsections (a), (b) and (c) above, and being used in connection with the exploration, development, operation, or maintenance thereof. The Parties acknowledge there are no shared facilities in existence regarding the Oil Producing Properties and the Excluded Assets (both as defined below) and all items such Part Two of personal property and fixtures described in this paragraph (e) and currently used in connection with the Oil Producing Properties will be conveyed to Seller at ClosingExhibit A; and
(f) All An undivided one-half (2) interest in and to all rights, titles and interests of Seller’s lease filesSeller in and to, abstracts or otherwise derived from, all presently existing and title opinionsvalid oil, production recordsgas and/or mineral unitization, well filespooling, accounting records and/or communitization agreements, declarations and/or orders (but not including general financial accounting including, without limitation, all units formed under orders, rules, regulations, or tax accounting records)other official acts of any federal, electric logsstate, or other authority having jurisdiction, and other filesvoluntary unitization agreements, documents, and records which directly relate designations and/or declarations) relating to the properties described above in subsection (e) above, to the extent and only to the extent such rights, titles and interests are attributable to the properties described in subsection (e) above; and
(g) An undivided one-half (2) interest in and to all rights, titles and interests of Seller in and to all presently existing and valid production sales contracts, operating agreements, right of way easements, seismic data agreements (to the extent transferable, and subject to the limitations set forth below), and other agreements and contracts which relate to any of the properties described in subsections (ae) through and (f) above, to the extent and only to the extent such rights, titles and interests are attributable to the properties described in subsections (e) (“Records”), but excluding those Records which Seller is precluded from transferring to Buyer because of contractual or legal restrictions. Originals or copies of all such Records will be provided to Buyer in their current format. (The properties and interests specified in the foregoing subsections (a), (b) and (cf) are herein collectively called the “Oil Producing Properties,” and the properties above. The properties, rights and interests specified in the foregoing subsections (a), (b), (c), (d), (e), ) and (f) are herein sometimes collectively called the “Assets"OIL AND GAS PROPERTIES," and the properties, rights and interests specified in the foregoing subsections (a) through (g), inclusive, are herein sometimes collectively called the "PROPERTIES.”)" Without limitation, it is understood that the Properties do not include, and there is retained by Seller, (i) any seismic data covering lands or depths not covered by the Oil and Gas Properties, any seismic data not owned by Seller and any seismic data which is not transferable, (ii) any field inventory and/or warehouse stocks, (iii) any surface owned in fee and (iv) any buildings and surface rights to the tracts on which such buildings are located.
Appears in 1 contract
Property to be Sold and Purchased. For the consideration herein set forth, the Seller agrees to sell to Buyer, and Buyer agrees to purchase, for the consideration hereinafter set forth, and subject to the terms and provisions herein containedpurchase from Seller, the following described propertiesreal and personal property hereinafter described, assets, rights and intereststo wit:
(a) All of Seller’s rightThe real property situated in Xxxxxx County, title, Florida and interest in and to the oil and gas leases and lands described in Exhibit A hereto (and any ratifications and/or amendments to such leases, whether or not such ratifications or amendments are described in Exhibit “A) (such leases, the “Leases”, attached hereto and made a part hereof, together with such lands, the “Lands and Leases”) subject to the restrictions, exceptions, reservations, conditions, limitations, interests and other matters set forth therein, including landowner’s royalties, overriding royalties and all contracts, agreements, and other instruments pertaining to the same;
(b) Without limitation of the foregoing, all other right, title and interest (of whatever kind or character, whether legal or equitable, and whether vested or contingent) of Seller in and to the oil, gas and other minerals that may be produced from the Lands and Leases (including, without limitation overriding royalties, production payments and net profits interests) in such Lands and Leases and any fee mineral interests, fee royalty interests, and other interests in such Lands and Leases;
(c) All right, title and interest of Seller in and to, or otherwise derived from, all presently existing and valid oil, gas and/or mineral unitization, pooling, and/or communitization agreements, declarations and/or orders, and in and to the properties covered and the units created thereby (including, without limitation, all units formed under orders, rules, regulations, or other official acts of any Governmental Authority having jurisdiction, voluntary unitization agreements, designations and/or declarations, and so called “working interest units” created under operating agreements or otherwise), relating to the properties described in subsections (a) and (b) above, to the extent, and only to the extent, such right, title and interest are attributable to the properties described in subsections (a) and (b) above;
(d) All right, title and interest of Seller in and to all presently existing and valid production sales contracts, operating agreements, Surface Rights agreements or easements, and other agreements and Contractsrights-of-way, privileges, and Permits (appurtenances belonging or in anywise appertaining to the extent transferable), which relate to any of the properties real property described in subsections (a), (b) and (c) above, or which relate to the exploration, development, operation or maintenance thereof or the treatment, storage, transportation or marketing of production therefrom (or allocated thereto), to the extentExhibit “A”, and only to the extent, such together with all right, title and interest are attributable interest, if any, of Seller in and to any land lying in the bed of any street, road or avenue, opened or proposed in front of or adjoining said real property, to the properties described in subsections (a)center line thereof, (b) and (c) above; and
(e) All all right, title and interest of Seller in and to any condemnation award relating to the said property, whether payable by virtue of a taking of any portion of the property, by virtue of the change in grade of any street adjoining or abutting said property, or otherwise, and all materialsmineral rights to any surface or subsurface minerals or other marketable materials or substances (said real property and the rights, suppliesinterests and estates appurtenant thereto as above-described in this Subsection 2(a), machineryare hereinafter collectively referred to as the “Land”).
(b) All citrus trees or other agricultural or commercial product, equipmentbuildings, fixtures and improvements of whatsoever kind, nature or description owned by Seller and other presently situated on, in or under, or hereafter erected, installed or placed on or under the Land (hereinafter collectively referred to as the “Improvements”).
(c) All of Seller’s right, title and interest in and to all personal property of every kind and fixtures (nature owned by Seller and now or hereafter attached, installed, located and/or situated in, on, under or about the Land and/or the Improvements, including, but not by way of limitation: (i) all flooring materials, window treatments, floor coverings and furniture situated in or on any part of the Improvements; (ii) all Wxxxxheating, wellhead lighting, refrigerating, plumbing, ventilating, incinerating, water heating, cooking, cooling, heating and air conditioning equipment, pumping unitsfixtures and appliances, flowlinesengines and machinery, tankssigns, buildingsutility service devices, saltwater disposal facilitiesconnections and meters, pumps, motors, awnings, boilers, furnaces and other equipment), located on properties described in subsections (a), (b) and (c) above, and being pipes used in connection with the exploration, developmentuse, operation, maintenance or enjoyment of the Land and Improvements; (iii) all cultivation, and/or maintenance thereof. The Parties acknowledge there are no shared facilities in existence regarding the Oil Producing Properties tools and the Excluded Assets (both as defined below) equipment, all inventories and all items of personal property and fixtures described in this paragraph (e) and currently supplies used in connection with the Oil Producing Properties will use, operation, cultivation, maintenance and/or enjoyment of the Land and/or the Improvements; (iv) all tenant leases, service contracts, licenses, permits, guaranties and warranties (including, but not limited to, termite bonds and guaranties); (v) all citrus fruit or other agricultural product maturing, matured or existing on the citrus trees or other agricultural or mineral product situated upon, in or under any portion of the Land at the time of conveyance of the Land to Buyer pursuant to the terms hereof; (vi) all pumps and irrigation pipes and other equipment together with all machinery, equipment and/or apparatus, if any, owned by Seller and utilized in connection with the cultivation, fertilization, maintenance and/or harvesting of citrus crops or other crops or commercial product from or with respect to any portion of the Land; and (vii) any and all other personal property (tangible and intangible) of whatsoever kind, nature or description situated on, in, upon or relating to, directly or indirectly, the Land and/or Improvements, with the exception of any value appraisals, but including all abstracts of title, title insurance policies, surveys (boundary & topographical), soil studies, environmental studies, land planning studies or reports to the extent such personal property can be conveyed to Seller at Closing; and
(f) All of Seller’s lease files, abstracts and title opinions, production records, well files, accounting records (but not including general financial accounting or tax accounting records), electric logs, and other files, documents, and records which directly relate to the properties without any third party consents. The personal property described above in subsections (a) through (e) (“Records”), but excluding those Records which Seller is precluded from transferring to Buyer because of contractual or legal restrictions. Originals or copies of all such Records will be provided to Buyer in their current format. (The properties and interests specified in the foregoing subsections (a), (b) and this Subsection (c) are herein as that which is to be sold by Seller to Buyer is hereinafter collectively called referred to as the “Oil Producing Properties,” Personal Property”. The Land, the Improvements and the properties and interests specified in the foregoing subsections (a), (b), (c), (d), (e), and (f) Personal Property are herein hereinafter sometimes collectively called referred to as the “AssetsProperty”.”)
Appears in 1 contract
Samples: Sale and Purchase Agreement (Magna Entertainment Corp)
Property to be Sold and Purchased. Seller agrees to sell and Buyer agrees to purchase, for the consideration hereinafter set forth, and subject to the terms and provisions herein contained, the following described properties, assets, rights and interests:
(a) All of Seller’s right, title, title and interest of Seller in and to the oil and oil, gas and/or mineral leases and lands described in on Exhibit A hereto (and any ratifications and/or amendments to such leases, whether or not such ratifications or amendments are described in on Exhibit A) (such leases, the “Leases”, and together with such lands, the “Lands and Leases”) subject to the restrictions, exceptions, reservations, conditions, limitations, interests and other matters set forth therein, including landowner’s royalties, overriding royalties and all contracts, agreements, and other instruments pertaining to the same;); and
(b) Without limitation of the foregoing, all other right, title and interest (of whatever kind or character, whether legal or equitable, and whether vested or contingent) of Seller in and to the oil, gas and other minerals that may be produced from lands described on Exhibit A hereto or described in any of the Lands and Leases leases described on Exhibit A (including, without limitation limitation, interests in oil, gas and/or mineral leases, overriding royalties, production payments and payments, net profits interests) in such Lands and Leases and any , fee mineral interests, fee royalty interests, interests and other interests in insofar as they cover such Lands and Leases;lands); and
(c) All rightrights, title titles and interest interests of Seller in and to, or otherwise derived from, (i) all presently existing and valid oil, gas and/or mineral unitization, pooling, and/or communitization agreements, declarations and/or orders, and in and (ii) to the properties extent the same create rights among the parties thereto to share in production from the contract areas covered thereby, operating and the units created thereby (including, without limitation, all units formed under orders, rules, regulations, or other official acts of any Governmental Authority having jurisdiction, voluntary unitization similar agreements, designations and/or declarationsand (iii) all amendments or modifications of the foregoing, and so called “working interest units” created under operating agreements or otherwise), relating which relate to the properties described in subsections (a) and (b) above, to the extent, and only to the extent, such right, title and interest are attributable to the properties described in subsections (a) and (b) above;; and
(d) All rightrights, title titles and interest interests of Seller in and to all presently existing and valid production sales contracts, operating agreements, Surface Rights agreements or easementsrights of way, and other agreements and Contracts, and Permits (to the extent transferable), contracts which relate to any of the properties described in subsections (a), (b) and (c) above, or which relate to the exploration, development, operation or maintenance thereof or the treatment, storage, transportation or marketing of production therefrom (or allocated thereto), to the extent, and only to the extent, such rightrights, title titles and interest interests are attributable to the properties described in subsections (a), (b) and (c) above; and
(e) All rightrights, title titles and interest interests of Seller in and to all materials, supplies, machinery, equipment, improvements and other personal property and fixtures (including, but not by way of limitation, all Wxxxxwellx, wellhead xxllhead equipment, pumping units, flowlines, tanks, buildings, injection facilities, saltwater disposal 2 facilities, compression facilities, gathering systems, and other equipment), ) located on the properties described in subsections (a), (b) and (c) above, above and being used in connection with the exploration, development, operation, operation or maintenance thereof. The Parties acknowledge there are no shared facilities in existence regarding the Oil Producing Properties and the Excluded Assets (both as defined below) and all items of personal property and fixtures described in this paragraph (e) and currently used in connection with the Oil Producing Properties will be conveyed to Seller at Closing; and
(f) All of Seller’s lease files, abstracts and title opinions, production records, well files, accounting records (but not including general financial accounting or tax accounting records), electric logs, and other files, documents, and records which directly relate to the properties described above in subsections (a) through (e) (“Records”), but excluding those Records which Seller is precluded from transferring to Buyer because of contractual or legal restrictions. Originals or copies of all such Records will be provided to Buyer in their current format. (The properties and interests specified in the foregoing subsections (a), (b) and (c) are herein sometimes collectively called the “Oil Producing Properties"OIL AND GAS PROPERTIES,” " and the properties and interests specified in the foregoing subsections (a), (b), (c), (d), ) and (e), and (f) are herein sometimes collectively called the “Assets"PROPERTIES".”)
Appears in 1 contract
Samples: Sale Agreement (Harken Energy Corp)
Property to be Sold and Purchased. Seller agrees to sell and Buyer agrees to purchase, for the consideration hereinafter set forth, and subject to the terms and provisions herein contained, the following described properties, assets, rights and interests:
(a) All of Seller’s right, title, and interest in and to the oil and gas leases and lands those properties described in Exhibit A II attached ---------- hereto (and any ratifications and/or amendments to such leases, whether or not such ratifications or amendments are described in Exhibit A) (such leases, the “Leases”, and together with such lands, the “Lands and Leases”) subject to the restrictions, exceptions, reservations, conditions, limitations, interests and other matters set forth therein, including landowner’s royalties, overriding royalties and made a part hereof for all contracts, agreements, and other instruments pertaining to the samepurposes;
(b) Without limitation of the foregoing, all other right, title and interest (of whatever kind or character, whether legal or equitable, and whether vested or contingent) of Seller in and to the oil, gas and other minerals in and under or that may be produced from the Lands and Leases lands described in Exhibit II hereto ---------- (includingincluding interests in oil, without limitation gas and/or mineral leases covering such lands, overriding royalties, production payments and net profits interests) interests in such Lands lands or such leases, and Leases and any fee mineral interests, fee royalty interests, interests and other interests in such Lands oil, gas and Leases;other minerals), whether such lands are described in a description set forth in such Exhibit II or are described in such Exhibit ---------- ------- II by reference to another instrument (and without limitation by any depth -- limitations that may be set forth in such Exhibit II or in any such instrument ---------- so referred to for description), even though Seller's interest in such oil, gas and other minerals may be incorrectly described in, or omitted from, such Exhibit II; ----------
(c) All rightrights, title titles and interest interests of Seller in and to, or otherwise derived from, all presently existing and valid oil, gas and/or mineral unitization, pooling, and/or communitization agreements, declarations and/or orders, orders and in and to the properties covered and the units created thereby (including, without limitation, including all units formed under orders, rules, regulations, or other official acts of any Governmental Authority federal, state, or other authority having jurisdiction, voluntary unitization agreements, designations and/or declarations, and so called “working interest units” created under operating agreements or otherwise), ) relating to the properties described in subsections (a) and (b) above, to the extent, and only to the extent, such right, title and interest are attributable to the properties described in subsections paragraphs (a) and (b) above;
(d) All rightrights, title titles and interest interests of Seller in and to all presently existing and valid production sales (and sales related) contracts, operating agreements, Surface Rights agreements or easements, and other agreements and Contracts, and Permits (to the extent transferable), contracts which relate to any of the properties described in subsections paragraphs (a), (b) and (c) above, or which relate to the exploration, development, operation operation, or maintenance thereof or the treatment, storage, transportation or marketing of production therefrom (or allocated thereto), to the extent, and only to the extent, such right, title and interest are attributable to the properties described in subsections (a), (b) and (c) above; and;
(e) All rightrights, title titles and interest interests of Seller in and to all materials, supplies, machinery, equipment, improvements and other personal property and fixtures (including, but not by way of limitation, all Wxxxxxxxxx, wellhead equipment, pumping units, flowlines, tanks, buildings, injection facilities, saltwater disposal facilities, compression facilities, gathering systems, and other equipment), located on and all easements, rights-of-way, surface leases and other surface rights, all permits and licenses, and all other appurtenances being used or held for use in connection with, or otherwise related to, the exploration, development, operation or maintenance of any of the properties described in subsections paragraphs (a), (b) and (c) above, and being used in connection with or the explorationtreatment, developmentstorage, operation, transportation or maintenance thereof. The Parties acknowledge there are no shared facilities in existence regarding the Oil Producing Properties and the Excluded Assets marketing of production therefrom (both as defined below) and all items of personal property and fixtures described in this paragraph (e) and currently used in connection with the Oil Producing Properties will be conveyed to Seller at Closing; andor allocated thereto);
(f) All of Seller’s 's lease files, abstracts and title opinions, production records, well files, accounting records (but not including general financial accounting or tax accounting records), seismic records and surveys, gravity maps, electric logs, geological or geophysical data and records, and other files, documents, documents and records of every kind and description which directly relate to the properties described above (collectively "Data"); and
(g) Without limiting the generality of the foregoing, all of Seller's rights, titles, claims and interests in subsections (a) through (e) (“Records”)and to all of the properties, but excluding those Records which Seller is precluded from transferring rights and interests incident to Buyer because the items specified in the foregoing paragraphs of contractual or legal restrictionsthis Article II. Originals or copies of all such Records will be provided to Buyer in their current format. (The properties and interests specified in the foregoing subsections paragraphs (a), (b) and (c) are herein sometimes collectively called the “"Oil Producing and Gas Properties,” " and the properties and interests specified in the foregoing subsections paragraphs (a), (b), (c), (d), (e), and (f) and (g) are herein sometimes collectively called the “Assets"Properties".”)
Appears in 1 contract
Property to be Sold and Purchased. Subject to the other terms and provisions of this Agreement, at Closing, Seller agrees to sell and Buyer agrees to purchase, for the consideration hereinafter set forth, and subject to the terms and provisions herein contained, the following described properties, assets, rights and interests:
(a) All The AGS North Pipeline and all other gathering lines, pipelines, compressors, equipment, machinery, fixtures and other tangible personal property and improvements used (or held for use) primarily in connection with the ownership or operation of Seller’s right, title, and interest in and to the oil and gas leases and lands AGS North Pipeline described in Exhibit A hereto (and any ratifications and/or amendments to such leases, whether or not such ratifications or amendments are described in on Exhibit A) (such leases, the “Leases”, and together with such lands, the “Lands and Leases”) subject to the restrictions, exceptions, reservations, conditions, limitations, interests and other matters set forth therein, including landowner’s royalties, overriding royalties and all contracts, agreements, and other instruments pertaining to the same;
(b) Without limitation of the foregoingThe fee lands, all other easements, right-of-way agreements, title and interest (of whatever kind licenses, temporary road easements, servitudes, surface leases, space leases, access rights agreements, street crossing permits, river crossing permits, rail crossing permits, or character, whether legal or equitable, and whether vested or contingent) of Seller in and to the oil, gas and other minerals that may be produced from the Lands and Leases (including, without limitation overriding royalties, production payments and net profits interests) in such Lands and Leases and any fee mineral interests, fee royalty interests, and other interests in such Lands and Leasesdescribed on Exhibit 2.1(b) (as amended by virtue of any Easement Amendment or Other Required Amendment, the “Easements”);
(c) All rightThe engineering documentation, title designs and interest drawings that were prepared by or on behalf of Seller in for the construction, operation, maintenance and torepair of a gas pipeline upon the lands granted by the Easements (“Drawings”) and all warranties from third parties to Seller (or any of its affiliates) related to the construction, or otherwise derived fromoperation, all presently existing and valid oilmaintenance and/or repair of the AGS North Pipeline, gas and/or mineral unitization, pooling, and/or communitization agreements, declarations and/or orders, and in to the extent described on Exhibit 2.1(c) and to the properties covered extent they are still in force and the units created thereby (including, without limitation, all units formed under orders, rules, regulations, or other official acts of any Governmental Authority having jurisdiction, voluntary unitization agreements, designations and/or declarations, and so called “working interest units” created under operating agreements or otherwise), relating in effect pursuant to the properties described in subsections terms thereof (a) and (b) above, to the extent, and only to the extent, such right, title and interest are attributable to the properties described in subsections (a) and (b) above“Warranties”);
(d) All right, title and interest of Seller in and to all presently existing and valid production sales contracts, operating agreements, Surface Rights agreements or easements, and other agreements and Contracts, and The Regulatory Permits (to the extent transferable), which relate to any of the properties described in subsections (a), (bon Exhibit 2.1(d) and any other similar instruments described on Exhibit 2.1(d) obtained by Seller for the construction, operation, maintenance and repair of a gas pipeline upon the lands granted by the Easements (c) above, or which relate to the exploration, development, operation or maintenance thereof or the treatment, storage, transportation or marketing of production therefrom (or allocated thereto“Permits”), to the extent, and only to the extent, such right, title and interest are attributable to the properties described in subsections (a), (b) and (c) above; and;
(e) All right, title The contracts and interest of Seller in and to all materials, supplies, machinery, equipment, improvements and other personal property and fixtures (including, but not by way of limitation, all Wxxxx, wellhead equipment, pumping units, flowlines, tanks, buildings, saltwater disposal facilities, and other equipment), located agreements listed on properties described in subsections (a), (bExhibit 2.1(e) and the Required Contract Extensions, Renewals and Executions (c) above, and being used in connection with the exploration, development, operation, or maintenance thereof. The Parties acknowledge there are no shared facilities in existence regarding the Oil Producing Properties and the Excluded Assets (both as defined below) and all items of personal property and fixtures described in this paragraph (e) and currently used in connection with the Oil Producing Properties will be conveyed to Seller at Closing“Transferred Contracts”); and
(f) All of Seller’s lease files, abstracts and title opinions, production records, well files, accounting records (but not including general financial accounting or tax accounting records), electric logs, and other files, documents, and records which directly relate to the properties described above in subsections (a) through (e) (“Records”), but excluding those Records which Seller is precluded from transferring to Buyer because of contractual or legal restrictions. Originals or copies of all such Records will be provided to Buyer in their current format. (The properties and interests specified in the foregoing subsections (a), (b) and (c) are herein collectively called the “Oil Producing Properties,” and the properties and interests specified in the foregoing subsections (a), (b), (c), (d), (e), and (f) are herein collectively called the “Assets.”)
Appears in 1 contract
