Common use of The Assets Clause in Contracts

The Assets. As used herein, the term “Assets” refers to all of Seller’s right, title and interest in and to the following, excluding however the Excluded Assets (as defined below): A. The oil, gas and/or mineral leases and fee mineral interests specifically described in Exhibit A-1 (the “Leases”), including without limitation all leasehold estates and interests, all royalty, overriding royalty, production payment, reversionary, net profit, contractual working interests and other similar rights and estates therein, the lands described in Exhibit A-1 (the “Lands”) and the Hydrocarbons attributable to the Leases or Lands, including all rights in any pooled, unitized or communitized acreage by virtue of the Lands or Leases being a part thereof and all Hydrocarbons produced from the pool or unit allocated to any such Lands or Leases; B. The buildings, yards, vehicles and equipment described on Exhibit A-2. C. The xxxxx specifically described in Exhibit B (the “Xxxxx”), together with all other oil and gas xxxxx and all water, injection and disposal xxxxx on the Lands or on lands pooled, communitized or unitized therewith, whether producing, shut-in or temporarily abandoned, and all personal property, equipment, fixtures, improvements, permits, water discharge permits, gathering lines, rights-of-way and easements (including without limitation the rights-of-way and easements described on Exhibit A-3) located on the Lands or used in connection with the production, gathering, treatment, processing, storing, transportation, sale or disposal of Hydrocarbons or water produced from the properties and interests described in Section 1.2 A.; D. The unitization agreements, operating agreements and unit operating agreements and all other such agreements relating to the properties and interests described in Sections 1.2 A. and B. and to the production of Hydrocarbons, if any, specifically attributable to said properties and interests, including those which are listed in Exhibit C (the “Contracts”) but excluding any contracts, agreements or instruments to the extent transfer would result in a violation of applicable law or is subject to a Required Consent that is not waived by Buyer or obtained or otherwise satisfied by Seller; E. All existing and effective sales, purchase, exchange, gathering, compressor rental and service agreements and other contracts, agreements and instruments which specifically relate, and only insofar as they relate, to the properties and interests listed in Sections 1.2 A. through C., and including those which are described in Exhibit C; F. All original files, records and data, including without limitation lease and well files, abstracts, title reports, memoranda and opinions, and environmental records and reports relating to the items described in Sections 1.2 A. through 1.2 E. maintained by Seller, but excluding (i) Seller’s company files, financial records, and tax related records to the extent not relevant to the Assets, and (ii) records and data to the extent transfer thereof is prohibited by unaffiliated third party contractual restrictions on transfer (the “Records”). To the extent that any of the Records contain interpretations of Seller, Buyer agrees to rely on such interpretations at its own risk.

The Assets. As used herein, the term “Assets” refers to all of the Seller’s right, title and interest in and to the following, excluding however the Excluded Assets : (as defined below): A. The oil, a) All oil and gas and/or mineral leases and fee mineral interests specifically described in Exhibit A-1 (the “Leases”), including without limitation all leasehold estates and interests, all royalty, overriding royalty, production payment, reversionary, net profit, contractual working interests and other similar rights and estates therein, the lands described in Exhibit A-1 (the “Lands”) and the Hydrocarbons attributable to the Leases or Lands, including all rights in any pooled, unitized or communitized acreage by virtue of the Lands or Leases being a part thereof and all Hydrocarbons produced from the pool or unit allocated to any such Lands or Leases; B. The buildings, yards, vehicles and equipment described on Exhibit A-2. C. The xxxxx specifically described in Exhibit B (the “Xxxxx”), and mineral interests of Seller in the land (the “Land” or “Lands”) and Leases described in Exhibit A-1, the Xxxxx described in Exhibit A-2 and shown in Exhibit A-3, and all oil, gas and mineral interests of Seller in the Lands, and the oil, gas and other hydrocarbons (the “Hydrocarbons”) attributable to the Leases, Lands and Xxxxx after the Effective Time, together with all the property and rights incident thereto and the permits, rights-of-way, easements, servitudes, surface fee interests, surface lease and other oil surface rights, licenses and gas xxxxx in any way relating thereto, (a) and all waterto the production of Hydrocarbon, if any, attributable to said properties and interests, in each case subject to that certain 2% overriding royalty interest of BlueRock Energy Capital II, LLC (“BlueRock”). (b) All personal properties located within located within Xxxxx County and Xxxxx County, Kansas or used in connection with the operation of the properties and interests described in this subsection (a) and to the production of Hydrocarbon, if any, attributable to said properties and interests, including equipment listed on the attached Exhibit A-4; (c) All injection and disposal xxxxx on the Leases or Lands or on lands pooled, communitized pooled or unitized therewith, whether producing, shut-in or temporarily abandoned, and all personal propertypipelines, surface production equipment, fixtures, improvements, permits, surface use agreements, water discharge permitsuse agreements, gathering linessubsurface drilling easements, rights-rights of-way and easements (including without limitation the rights-of-way and easements described on Exhibit A-3) located on the Lands or used in connection with the production, gathering, treatment, processing, storing, transportation, sale or disposal of Hydrocarbons or water produced from the properties and interests described in Section 1.2 A.subsection (a); D. (d) The unitization agreementsMaterial Agreements (as defined herein) described on Exhibit B, operating agreements and unit operating agreements and all other such agreements relating insofar as they relate to the properties and interests described in Sections 1.2 A. subsections (a) through (c); and (e) The files, records, and B. data of Seller relating to the items described in subsections (a) through (d) above (the “Records”), and to the production extent that Seller has the following, the Records shall include, without limitation, lease records, well records, and division order records; well files; title records (including abstracts of Hydrocarbonstitle, title opinions and memoranda, and title curative documents related to the Leases and Xxxxx); geographic maps, logs and lease plats; all geophysical and seismic records and data (including licenses, franchises and rights to such records and data), if any; contracts and contract files; correspondence; and other related information. Seller agrees to provide Buyer its original files, specifically attributable to said properties and interestsmay retain copies of any files it desires for its own reasonable purposes, including those which are listed in Exhibit C (and the “Contracts”) but excluding records shall not include any contracts, agreements data or instruments to the extent transfer would result in a violation of applicable law or information that is subject to applicable third party licensing restrictions or other restrictions on disclosure or transfer, however Seller shall identify with reasonable particularity all data or information which is being withheld by reason of any third party licensing restrictions or other restrictions. In addition Buyer is hereby granted an exclusive first option to acquire all other right title and interest that Seller may have in and to any Leases, Lands and Xxxxx located in Xxxxx County and Xxxxx County Kansas, and also to acquire all contracts and agreements relating to all Leases, Land and Xxxxx located in Xxxxx County and Xxxxx County Kansas, to which Seller is a Required Consent that party or which have been assumed by Seller or to which Seller is not waived by Buyer a successor in interest, including without limitation, all operating agreements, exploration agreements, pooling, communitization and unitization agreements, declarations and orders, farmout agreements, product purchase and sale contracts, transportation, processing, treatment or obtained or otherwise satisfied by Seller; E. All existing and effective gathering agreements, leases, sales, purchase, exchange, gathering, compressor rental transportation and service agreements processing contracts, operating agreements, balancing agreements, farmout agreements, and other contracts, agreements and instruments which specifically relate, instruments. Buyer may exercise this exclusive first option by delivering notice to Seller of Buyer’s election to exercise said exclusive first option and only insofar as they relate, Seller shall assign such interest or agreement to Buyer without additional consideration. The parties recognize that this exclusive first option is a material part of this Agreement and that such option is supported by adequate consideration in the properties and interests listed in Sections 1.2 A. through C., and including those which are described in Exhibit C; F. All original files, records and data, including without limitation lease and well files, abstracts, title reports, memoranda and opinions, and environmental records and reports relating to the items described in Sections 1.2 A. through 1.2 E. maintained by Seller, but excluding (i) Seller’s company files, financial records, and tax related records to the extent not relevant to the Assets, and (ii) records and data to the extent transfer thereof is prohibited by unaffiliated third party contractual restrictions on transfer (the “Records”). To the extent that any form of a portion of the Records contain interpretations of Seller, Buyer agrees to rely on such interpretations at its own riskpurchase price hereof and the covenants and agreements contained herein.

The Assets. As used herein, the term “Assets” refers to all of the Seller’s right, title and interest in and to the following, excluding however the Excluded Assets (as defined below):: A. The oil, gas and/or mineral leases and fee mineral interests specifically described in Exhibit A-1 (the “Leases”), the lands described in Exhibit A-1 (the “Lands”),and the oil, gas and other hydrocarbons (“Hydrocarbons”) attributable to the Leases and Lands, including without limitation limitation, all oil, gas and/or other mineral leases, leasehold estates and interests, all mineral, royalty, overriding royalty, production payment, reversionary, net profit, contractual working interests leasehold and other similar rights rights, estates and estates therein, the lands described interests in Exhibit A-1 (the “Lands”) and the Hydrocarbons attributable to the Leases or Lands, together with all the property and rights incident thereto, including all rights in any pooled, unitized or communitized acreage by virtue of the Lands or Leases being a part thereof and all Hydrocarbons produced from the pool or unit allocated to any such Lands or Leases; B. The buildings, yards, vehicles oil and equipment described on Exhibit A-2. C. The gas xxxxx specifically described in Exhibit B A-2 (the “Xxxxx”), together with all other oil and gas xxxxx and all water, injection and disposal xxxxx on the Lands Leases or on lands pooled, communitized or unitized therewith, whether producing, shut-in or temporarily abandoned, and all personal property, equipment, fixtures, improvements, permits, water discharge permits, gathering linesroads, rights-of-way and easements (including without limitation the rights-of-way and easements described on Exhibit A-3) located on the Lands or used in connection with the production, gathering, treatment, processing, storing, transportation, sale or disposal of Hydrocarbons or water produced from the properties Leases and interests described in Section 1.2 A.Lands; D. C. The unitization unitization, pooling and communitization agreements, operating agreements declarations and unit operating agreements orders, and the units created thereby and all other such agreements relating to the properties and interests Assets described in Sections 1.2 A. and B. and to the production of Hydrocarbons, if any, specifically attributable to said properties and interests, including those which are listed in Exhibit C (the “Contracts”) but excluding any contracts, agreements or instruments to the extent transfer would result in a violation of applicable law or is subject to a Required Consent that is not waived by Buyer or obtained or otherwise satisfied by SellerAssets; E. D. All existing and effective sales, purchase, exchange, gathering, compressor rental and service agreements and other contracts, agreements and instruments which specifically relate, and only insofar as they relate, to the properties and interests listed Assets described in Sections Subsections 1.2 A. through C., and including those which are described in Exhibit C;C (the “Material Agreements”); and F. E. All original files, records and datadata relating to the Assets described in Sections 1.2A. through D. maintained by Seller, including without limitation limitation, the following, if and to the extent that such files exist: all books, records, reports, manuals, files, title documents, including correspondence, records of production and maintenance, revenue, sales, expenses, warranties, lease and files, land files, well files, division order files, abstracts, title opinions, assignments, reports, memoranda and opinionsproperty records, contract files, operations files, and environmental records and reports relating to the items described in Sections 1.2 A. through 1.2 E. maintained by Seller, but excluding (i) Seller’s company files, financial recordsmaps, core data, hydrocarbon analysis, well logs, mud logs, field studies together with other files, contracts and tax related records to the extent not relevant to the Assets, and (ii) other records and data to the extent transfer thereof is prohibited by unaffiliated third party contractual restrictions on transfer including all geologic and geophysical data and maps (the “Records”). To the extent that any of the Records contain interpretations of Seller, Buyer agrees to rely on such interpretations at its own risk.

The Assets. As used herein, the term “Assets” refers to all of Sellerthe BBC’s right, title and interest in and to the following, excluding however the Excluded Assets (as defined below):: A. The oil, gas and/or mineral leases leases, rights-of-way and fee mineral interests other agreements specifically described in Exhibit A-1 A (the “Leases”), the lands described in Exhibit A (the “Lands”) and the oil, gas and other hydrocarbons (“Hydrocarbons”) attributable to the Leases or Lands, including without limitation all leasehold estates and interestslimitation, all oil, gas and/or other mineral leases, leasehold estates, rights-of-way and easements, all mineral, royalty, overriding royalty, production payment, reversionary, net profit, contractual working interests leasehold and other similar rights rights, estates and estates therein, the lands described interests in Exhibit A-1 (the “Lands”) and the Hydrocarbons attributable to the Leases or Lands, including together with all the property and rights in any pooled, unitized or communitized acreage by virtue of the Lands or Leases being a part thereof and all Hydrocarbons produced from the pool or unit allocated to any such Lands or Leases;incident thereto. B. The buildings, yards, vehicles Any oil and equipment gas xxxxx located on the “Wellsites” described on Exhibit A-2. C. The xxxxx specifically described in Exhibit B B, (collectively, the “Xxxxx”), together with all other oil and gas xxxxx and all water, injection and disposal xxxxx on the Lands or on lands pooled, communitized or unitized therewith, whether producing, shut-in or temporarily abandoned, and all personal property, . C. All equipment, fixtures, improvements, permits, water discharge permits, gathering lines, rights-of-way fixtures and easements (including without limitation the rights-of-way and easements described on Exhibit A-3) improvements located on the Leases and Lands or and used in connection with the production, gathering, treatment, processing, storing, transportation, sale or disposal of Hydrocarbons or water produced from the properties and interests described in Section 1.2 A.;A. through B., including without limitation the Xxxxx, wellhead equipment, pumps, flowlines, gathering systems, piping, tanks, buildings, treatment facilities, disposal facilities, compression facilities, and other materials, supplies, equipment, facilities and machinery. D. The unitization unitization, pooling and communitization agreements, operating agreements declarations and unit operating agreements orders, if any, and all other such agreements permits, including without limitation all water discharge permits relating to the properties and interests described in Sections 1.2 A. and B. through C. and to the production of Hydrocarbons, if any, specifically attributable to said properties and interests, including those which are listed in Exhibit C (the “Contracts”) but excluding any contracts, agreements or instruments to the extent transfer would result in a violation of applicable law or is subject to a Required Consent that is not waived by Buyer or obtained or otherwise satisfied transferable by Seller;. E. All existing and effective sales, purchase, exchange, gathering, compressor rental and service agreements and other material contracts, agreements and instruments instruments, which specifically relate, relate and only insofar as they relate, to the properties and interests listed described in Sections Subsections 1.2 A. through C.D., and including without limitation those which are described in Exhibit C;D (the “Material Agreements”). F. All original lease files, records and data, including without limitation lease and well land files, abstracts, title reports, memoranda well files and opinions, and environmental records and reports contract files relating to the items described in Sections 1.2 A. 1.2.A through 1.2 E. maintained by SellerBBC, but excluding (i) Seller’s company from the foregoing those files, financial records, and tax related records to the extent not relevant to the Assets, and (ii) records and data subject to the extent transfer thereof is prohibited by unaffiliated third party contractual restrictions on disclosure or transfer (the “Records”). To the extent that any of the Records contain interpretations of SellerBBC, Buyer SCE agrees to rely on such interpretations at its own risk.

The Assets. As used herein, the term “Assets” refers to all of Seller’s right, title and interest in and to the following, excluding however the Excluded Assets (as defined below): A. The oil, gas and/or mineral leases and fee mineral interests specifically described in Exhibit A-1 (the “Leases”), including without limitation all leasehold estates and interests, all royalty, overriding royalty, production payment, reversionary, net profit, contractual working interests and other similar rights and estates therein, together with each and every kind and character of interest that Seller has in and to the lands described in Exhibit A-1 covered by the Leases and the interests currently pooled, unitized, communitized or consolidated therewith (the “Lands”) and the Hydrocarbons attributable to the Leases or Lands, including all rights in any pooled, unitized or communitized acreage by virtue of the Lands or Leases being a part thereof and all Hydrocarbons produced from the pool or unit allocated to any such Lands or Leases; B. The buildings, yards, vehicles and equipment trailers described on Exhibit A-2., and all inventory located at such yards as of the date hereof; C. The xxxxx specifically described in Exhibit B (the “Xxxxx”), together with all other oil and gas xxxxx and all water, injection and disposal xxxxx on the Lands Leases or on lands pooled, communitized or unitized therewith, whether producing, shut-in or temporarily abandonedLands, and all personal property, equipment, fixtures, improvements, permits, water discharge permits, gathering lines, rights-of-way way, easements, surface rights, surface leases and easements offices leases (including without limitation the rights-of-way way, easements, surface rights, surface leases and easements office leases described on Exhibit A-3) located on the Leases or Lands or used in connection with the production, gathering, treatment, processing, storing, transportation, sale or disposal of Hydrocarbons or water produced from the properties and interests described in Section 1.2 A.A. including all personal property and equipment (and associated software rights and licenses subject to applicable third party consents) located at Seller’s Tulsa office and field offices located in the State of Oklahoma; D. The unitization agreements, operating agreements and unit operating agreements and all other such agreements relating to the properties and interests described in Sections 1.2 A. A., B. and B. C. and to the production of Hydrocarbons, if any, specifically attributable to said properties and interests, including those which are listed in Exhibit C (the “Contracts”) but excluding any contracts, agreements or instruments to the extent transfer would result in a violation of applicable law or is subject to a Required Consent that is not waived by Buyer or obtained or otherwise satisfied by Seller; E. All existing and effective sales, purchase, exchange, gathering, compressor rental and service agreements and other contracts, agreements and instruments which specifically relate, and only insofar as they relate, to the properties and interests listed in Sections 1.2 A. through C., and including those which are described in Exhibit C;C (together with the agreements described in Section 1.2 D., the “Contracts”); and F. All original files, records and data, including without limitation lease and well files, abstracts, title reports, memoranda and opinions, and environmental records and reports opinions relating to the items described in Sections 1.2 A. through 1.2 E. maintained by Seller, but excluding (i) Seller’s company files, financial records, and tax related records to the extent not relevant to the Assets, and (ii) records and data to the extent transfer thereof is prohibited by unaffiliated third party contractual restrictions on transfer (the “Records”). To the extent that any of the Records contain interpretations of Seller, Buyer agrees to rely on such interpretations at its own risk.

The Assets. As used herein, the term “Assets” refers to all of Seller’s right, title and interest in and to the following, excluding however the Excluded Assets (as defined below): A. The oil, gas and/or mineral leases and fee mineral interests specifically described in Exhibit A-1 (the “Leases”), including without limitation all leasehold estates and interests, all royalty, overriding royalty, production payment, reversionary, net profit, contractual working interests and other similar rights and estates therein, the lands described in Exhibit A-1 (the “Lands”) and the Hydrocarbons attributable to the Leases or Lands, including all rights in any pooled, unitized or communitized acreage by virtue of the Lands or Leases being a part thereof and all Hydrocarbons produced from the pool or unit allocated to any such Lands or Leases;; PSA – SND EAST TEXAS PROPERTIES 879529v.3 B. The buildingsWithout limitation of the foregoing, yardsall other right, vehicles title and equipment interest (of whatever kind or character, whether legal or equitable, and whether vested or contingent) of Seller in and to the Lands described on Exhibit A-2.A-1 hereto or described in any of the Leases or other instruments described on such Exhibit A-1 even though Seller's interest therein may be incorrectly described in, or omitted from, such Exhibit A-1, including, without limitation, interests in oil, gas and/or mineral leases, overriding royalties, production payments, net profits interests, fee mineral interests, fee royalty interests and other interests insofar as they cover the Lands; C. The xxxxx specifically described in Exhibit B C (the “Xxxxx”), together with all other oil and gas xxxxx and all water, injection and disposal xxxxx (save and except the Camp and Xxxxxx disposal xxxxx as described on Exhibit “C-1”) on the Lands or on lands pooled, communitized or unitized therewith, whether producing, shut-in or temporarily abandoned, and all personal property, equipment, fixtures, improvements, permits, water discharge permits, gathering lines, rights-of-way and easements (including without limitation the rights-of-way and easements described on Exhibit A-3A-2) located on the Lands or used in connection with the production, gathering, treatment, processing, storing, transportation, sale or disposal of Hydrocarbons or water produced from the properties and interests described in Section 1.2 A.; D. The unitization agreements, surface use agreements, operating agreements and unit operating agreements and all other such agreements relating to the properties and interests described in Sections 1.2 A. and B. and to the production of Hydrocarbons, if any, specifically attributable to said properties and interests, including those which are listed in Exhibit C D (the “Contracts”) but excluding any contracts, agreements or instruments to the extent transfer would result in a violation of applicable law or is subject to a Required Consent that is not waived by Buyer or obtained or otherwise satisfied by Seller; E. All existing and effective sales, purchase, exchange, gathering, compressor rental and service agreements and other contracts, agreements and instruments which specifically relate, and only insofar as they relate, to the properties and interests listed in Sections 1.2 A. through C.and B, and including those which are described in Exhibit CD; F. All original files, records and data, including without limitation lease and well files, abstracts, title reports, memoranda and opinions, and environmental records and reports relating to the items described in Sections 1.2 A. through 1.2 E. maintained by Seller, but excluding (i) Seller’s company files, financial records, and tax related records to the extent not relevant to the Assets, and (ii) records and data to the extent transfer thereof is prohibited by unaffiliated third party contractual restrictions on transfer (the “Records”). To the extent that any of the Records contain interpretations of Seller, Buyer agrees to rely on such interpretations at its own risk.