Common use of The Assets Clause in Contracts

The Assets. As used herein, the term “Assets” means all of Seller’s respective right, title and interest in, to and under the following: (a) The oil, gas, and/or mineral leases described on Exhibit A, and any other oil, gas, and/or mineral lease on which any of the Assets are located, together with all interests (including carried interests, royalty interests, overriding royalty interests, mineral interests, production payments and net profits interests) in such leases or derived from such leases in or to any pools or units that include any lands covered by any such leases or that include any Xxxxx, and all tenements, hereditaments, and appurtenances belonging to such leases and such pooled areas or units (the “Leases”); (b) All existing oil and/or gas xxxxx located on the lands covered by the Leases, including those xxxxx (and possible well locations and exploratory prospects) specifically described in Exhibit B, together with all injection and disposal xxxxx on such lands (the “Xxxxx”); (c) The unitization, pooling and communitization agreements, declarations and orders, and the units created thereby and all other such agreements relating to the Leases and/or the Xxxxx and to the production of Hydrocarbons, if any, attributable to the Leases and/or the Xxxxx (the “Units,” and, together with the Xxxxx and Leases, the “Properties”); (d) All production facilities, structures, tubular goods, well equipment, lease equipment, production equipment, pipelines, inventory and all other personal property, fixtures and facilities used in connection with the Properties (collectively, the “Facilities”); (e) All Contracts, including those described in Exhibit C; (f) All records, files, orders, maps, data, interpretations, seismic data, geological and geographic information, schedules, reports and logs that relate to the Properties’ seismic, engineering, geological, and geophysical data and other records and data relating to the Assets (the “Records”); (g) All rights and benefits arising from or in connection with any Imbalances; (h) All easements, permits, licenses, servitudes, rights-of-way, surface leases and other surface rights appurtenant to, and used or held for use primarily in connection with, the Properties, including those identified on Schedule 2.2(h) (“Surface Rights”); (i) All Hydrocarbons produced from or attributable to the Properties from and after the Effective Time; (j) All Hydrocarbon inventories produced from or attributable to the Properties that are in storage at the Effective Time, whether produced before or on the Effective Time;

The Assets. As used herein, the term “"Assets” means " refers to all of Seller’s respective 's right, title and interest in, in and to and under the following:, excluding however the Excluded Assets (as defined below): (a) A. The oil, gas, gas and/or mineral leases and fee mineral interests specifically described on in Exhibit AA‑1 (the "Leases"), including without limitation all leasehold estates and any 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 oil, gasgas and other hydrocarbons ("Hydrocarbons") attributable to the Leases or Lands, and/or mineral lease on which including all rights in any pooled, unitized or communitized acreage by virtue of the Assets are locatedLands or Leases being a part thereof and all Hydrocarbons produced from the pool or unit allocated to any such Lands or Leases; B. The xxxxx specifically described in Exhibit B (the "Xxxxx"), together with all interests (including carried interests, royalty interests, overriding royalty interests, mineral interests, production payments other oil and net profits interests) in such leases or derived from such leases in or to any pools or units that include any lands covered by any such leases or that include any Xxxxx, gas xxxxx and all tenementswater, hereditaments, and appurtenances belonging to such leases and such pooled areas or units (the “Leases”); (b) All existing oil and/or gas xxxxx located on the lands covered by the Leases, including those xxxxx (and possible well locations and exploratory prospects) specifically described in Exhibit B, together with all injection and disposal xxxxx on such the Lands or on lands pooled, communitized or unitized therewith, and all personal property, equipment, fixtures, improvements, permits, water discharge permits, rights-of-way and easements (including without limitation the “Xxxxx”)rights‑of-way and easements described on Exhibit A‑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.; (c) C. The unitization, pooling and communitization agreements, declarations and orders, and the units created thereby thereby, all operating agreements and unit operating agreements and all other such agreements relating to the Leases and/or the Xxxxx properties and interests described in Sections 1.2 A. and B. and to the production of Hydrocarbons, if any, attributable to the Leases and/or the Xxxxx (the “Units,” and, together with the Xxxxx said properties and Leases, the “Properties”); (d) All production facilities, structures, tubular goods, well equipment, lease equipment, production equipment, pipelines, inventory and all other personal property, fixtures and facilities used in connection with the Properties (collectively, the “Facilities”); (e) All Contractsinterests, including those which are described in Exhibit C; D. All existing and effective sales, purchase, exchange, gathering and service agreements and other contracts, agreements and instruments which relate, and only insofar as they relate, to the properties and interests described in Sections 1.2 A. through C., and including those which are described in Exhibit C; E. All original files, records and data, including without limitation lease and well files, abstracts, title reports, memoranda and opinions, relating to the items described in Sections 1.2 A. through 1.2 D. maintained by Seller, but excluding (fi) All Seller's company files, financial records, files, orders, maps, data, interpretations, seismic data, geological and geographic information, schedules, reports and logs that relate tax related records to the Properties’ seismic, engineering, geologicalextent not relevant to the Assets, and geophysical data and other (ii) records and data relating to the Assets extent transfer thereof is prohibited by unaffiliated third party contractual restrictions on transfer (the “"Records”"); (g) All rights and benefits arising from or in connection with . To the extent that any Imbalances; (h) All easementsof the Records contain interpretations of Seller, permits, licenses, servitudes, rights-of-way, surface leases and other surface rights appurtenant to, and used or held for use primarily in connection with, the Properties, including those identified Buyer agrees to rely on Schedule 2.2(h) (“Surface Rights”); (i) All Hydrocarbons produced from or attributable to the Properties from and after the Effective Time; (j) All Hydrocarbon inventories produced from or attributable to the Properties that are in storage such interpretations at the Effective Time, whether produced before or on the Effective Time;its own risk.

The Assets. As used hereinFor purposes of this Agreement, the term “Assets” means Assets shall mean all of Seller’s respective right, title and interest inset forth in Exhibit “A”, to attached hereto and under the followingmade a part hereof for all purposes, in and to: (a) The oil and gas leases, oil, gasgas and mineral leases, and/or mineral leases described on Exhibit Asubleases and other leaseholds, and any other oil, gas, and/or mineral lease on which any of the Assets are located, together with all interests (including carried interests, royalty interestsroyalties, overriding royalty royalties, net profit interests, mineral fee interests, production payments carried interests and net profits interests) in such leases or derived from such leases in or to any pools or units that include any lands covered by any such leases or that include any Xxxxx, other properties and all tenements, hereditaments, and appurtenances belonging to such leases and such pooled areas or units interests (the “Leases”); (b) All existing oil and/or gas xxxxx located on and the lands covered by the Leasesthereby (“Land(s)”) and any and all oil, including those gas, water or injection xxxxx (and possible well locations and exploratory prospects) specifically described in Exhibit B, together with all injection and disposal xxxxx on such lands thereon or applicable thereto (the “Xxxxx”); ; (cii) The any pools or units which include all or a part of any Land or include any Well (the “Units”) and including without limitation all right, title and interest in production from any such Unit, whether such Unit production comes from xxxxx located on or off of the Lands, and all tenements, hereditaments and appurtenances belonging to, used or useful in connection with the Leases, Lands and Units; and (iii) interests under or derived from all contracts, agreements and instruments applicable to or by which such properties are bound or created, to the extent applicable to such properties, including, but not limited to, operating agreements, gathering agreements, marketing agreements (including commodity swap, collar and/or similar derivative agreements), transportation agreements, processing agreements, unitization, pooling and communitization agreements, declarations and orders, joint venture agreements, and farmin and farmout agreements (“Contracts”). For purposes of this Agreement, the units created thereby Leases, Lands, Xxxxx, Contracts are collectively referred to as the Oil and all Gas Properties. Attached hereto as Exhibit “A-1” is a description of the Oil and Gas Properties. The respective “net revenue interest” and “working interest” of the Seller or any of its Subsidiaries in the Oil and Gas Properties are also described on Exhibit “B” (b) equipment, machinery, fixtures, improvements and other tangible personal property and improvements located now on, appurtenant to or used or obtained in connection with such agreements relating to the Leases and/or the Xxxxx Oil and to the production of Hydrocarbons, if any, attributable to the Leases and/or the Xxxxx (the “Units,” and, together Gas Properties or with the Xxxxx and Leasesproduction, treatment, sale or disposal of hydrocarbons produced therefrom or attributable thereto; provided, however, that the “Properties”); (d) All production facilitiesoffice premises of Seller in Anchorage, structures, tubular goods, well equipment, lease equipment, production equipment, pipelines, inventory and including all other personal property, fixtures and facilities improvements now located in, appurtenant to or used or obtained in connection with the Properties (collectively, the “Facilities”)such premises shall not constitute Assets; (ec) All Contracts, including those described in Exhibit C; (f) All records, files, orders, maps, data, interpretations, seismic data, geological and geographic information, schedules, reports and logs that relate to the Properties’ seismic, engineering, geological, and geophysical data and other records and data relating to the Assets (the “Records”); (g) All rights and benefits arising from or in connection with any Imbalances; (h) All easements, permits, licenses, servitudes, rights-of-way, surface leases and other surface rights appurtenant to, and used or held for use primarily to the extent applicable to such Oil and Gas Properties which are described and shown in connection with, the Properties, including those identified on Schedule 2.2(h) Exhibit “A-2” (“Surface Rights-of-Way”); (id) To the extent transferable without third party consent, all seismic data owned or licensed by Seller and all intellectual property related to such seismic data which is described and shown in Exhibit “A-3” (“Seismic Data”); and (e) All Hydrocarbons produced from or attributable stock in the Xxxx Inlet Pipeline Company (“CIPL”) owned by Seller (the “CIPL Shares”), including any rights to acquire additional stock in CIPL which is described on Exhibit “A-4” For purposes of this Agreement, all of the Properties from and after items described in Sections 2(a) - (e) hereinabove are collectively referred to as the Effective Time; (j) All Hydrocarbon inventories produced from or attributable to the Properties that are in storage at the Effective Time, whether produced before or on the Effective Time;“Assets”.

The Assets. As used hereinSubject to all of the terms and conditions of this Agreement, Seller agrees to sell, convey, and deliver to Purchaser, and Purchaser agrees to purchase, pay for, and accept from Seller, effective as of the Effective Time, all of the following assets, less the Excluded Assets (hereinafter defined), (as so limited, the term “Assets” means all of Seller’s respective right, title and interest in, to and under the following:”): (a) The oilAll of Seller's right, gastitle, and/or mineral leases and interest in and to the oil and gas leases, lands, and other property rights described on Exhibit AA attached hereto and made a part hereof for all purposes (collectively, and any other oilthe "Leases"), gasincluding, and/or mineral lease on which any of the Assets are locatedwithout limitation, together with all interests (including carried interests, royalty interestsleasehold, overriding royalty interestsroyalty, mineral interestsroyalty, production payments and net profits interests) mineral, surface or other interests in such leases the Leases or derived from such leases in or to any pools or units that include any the lands covered by any such leases or that include any Xxxxx, and all tenements, hereditaments, and appurtenances belonging to such leases and such pooled areas or units (the “Leases”); (b) All existing oil and/or gas xxxxx located on the lands covered by the Leasesof Seller's right, including those xxxxx (and possible well locations and exploratory prospects) specifically described in Exhibit B, together with all injection and disposal xxxxx on such lands (the “Xxxxx”); (c) The unitization, pooling and communitization agreements, declarations and orderstitle, and the units created thereby and all other such agreements relating to the Leases and/or the Xxxxx interest in and to the production of Hydrocarbonsall improvements, if anyfixtures, attributable to the Leases and/or the Xxxxx (the “Units,” and, together with the Xxxxx and Leases, the “Properties”); (d) All production facilities, structures, tubular goods, well equipment, lease equipment, production equipment, pipelines, inventory and all other personal property, fixtures and facilities used in connection with the Properties (collectively, the “Facilities”); (e) All Contracts, including those described in Exhibit C; (f) All records, files, orders, maps, data, interpretations, seismic data, geological and geographic information, schedules, reports and logs that relate to the Properties’ seismic, engineering, geological, and geophysical data and other records and data relating to the Assets (the “Records”); (g) All rights and benefits arising from or in connection with any Imbalances; (h) All easements, permits, licenses, servitudes, and rights-of-way, surface leases and other surface rights appurtenant to, way to the extent the same are situated upon and used or held for use primarily in connection withwith the exploration, development, or operation of the PropertiesLeases, or the production, treating, storage, or transportation of oil, gas, other hydrocarbons, or other minerals or the disposal of water or other wastes therefrom, including, without limitation, all xxxxx (whether producing, plugged and abandoned, shut-in, injection, disposal, or water supply xxxxx), tanks, boilers, buildings, machinery and other equipment, pipelines, power lines, telephone and telegraph lines, roads, and other appurtenances to the extent the same are situated upon and used or held for future use in connection with the exploration, development, or operation of the Assets and/or the production, treating, storing, or transportation of oil, gas, other hydrocarbons, or other minerals or the disposal of water or other wastes therefrom; (c) All of Seller's right, title, and interest in, to, under, or derived from any presently existing and valid unitization, communitization and pooling agreements and the units created thereby (including all units formed by voluntary agreements and those identified on Schedule 2.2(h) (“Surface Rights”formed under orders, regulations, rules, or other official acts of any federal, state, or other governmental agency having jurisdiction); (id) All Hydrocarbons of Seller's right, title, and interest in, to, under, or derived from all of the presently existing and valid oil, casinghead gas and gas sales, purchase, exchange, operating, and processing contracts and agreements, and all other contracts, agreements, and instruments relating to the Leases, including, but not limited to, the agreements listed on Exhibit A attached hereto and made a part hereof for all purposes (the "Contracts"); (e) To the extent transferable, copies of all of Seller's seismic, geological, and geophysical data, records, information, and interpretations in any way related to the Leases or any lands or leases pooled, communitized or unitized therewith (the "Geoscientific Rights and Data"); (f) All of Seller's right, title, and interest in and to all lease files, land files, well files, production records, division order files, abstracts, title opinions, and contract files, insofar as they are directly related to the Leases or any lands or leases pooled, communitized or unitized therewith (collectively, the “Records”); and (h) All of Seller's right, title, and interest in and to all oil, gas, and other hydrocarbon substances produced from or attributable or allocable to the Properties from Leases on and after the Effective Time; (j) All Hydrocarbon inventories produced from or attributable to the Properties that are in storage at the Effective Time, whether produced before or on the Effective Time;.

The Assets. As used herein, the term “"Assets” means " shall include all of Seller’s respective right, title and interest in, to, under or derived from the following insofar as they relate to and under the followingSystems, including, without limitation: (a) The oilthe compressor stations (excluding compressors, gasas specified in Schedule 2.03, and/or mineral leases sump tanks and, as specified in Schedule 2.02(a), related equipment) and metering stations including delivery point measurement and measurement-point telemetry equipment (collectively, the "Stations"), described on Exhibit A, and any other oil, gas, and/or mineral lease on which any of the Assets are located, together with all interests (including carried interests, royalty interests, overriding royalty interests, mineral interests, production payments and net profits interests) in such leases or derived from such leases in or to any pools or units that include any lands covered by any such leases or that include any Xxxxx, and all tenements, hereditaments, and appurtenances belonging to such leases and such pooled areas or units (the “Leases”); (b) All existing oil and/or gas xxxxx located on the lands covered by the Leases, including those xxxxx surface leases (and possible well locations other rights to use the surface) (the "Surface Leases"), and exploratory prospectsthe easements, right-of-way, servitudes and similar instruments (the "Rights-of-Way") specifically described in on Exhibit B, together with all injection and disposal xxxxx on such lands (the “Xxxxx”); (c) The unitizationthe natural gas pipelines and gathering systems comprising the Systems which pass or lie in, pooling and communitization agreements, declarations and orders, and on or under the units created thereby and all other such agreements relating to Rights-of-Way or the Surface Leases and/or the Xxxxx and to the production of Hydrocarbons, if any, attributable to the Leases and/or the Xxxxx (the “Units,” and, together with the Xxxxx and Leasescollectively, the “Properties”"Pipelines"), as particularly described on Exhibit C and generally described on the maps attached hereto as Exhibit C-1; (d) All production facilitiesto the extent necessary to operate the Systems, structures, tubular goods, well the equipment, lease equipment, production equipment, pipelines, inventory and all other personal property, fixtures and facilities used other improvements (the "Related Facilities"), including without limitation the items described on Exhibit D and (i) all valves, pumps, dehydrators and similar facilities, and (ii) the materials and supply inventory specific to the Related Facilities associated therewith in connection with existence on the Properties (collectively, the “Facilities”)Closing Date; (e) All Contracts, including those the assignable Permits and Environmental Permits described in on Exhibit CE; (f) All recordsthe gas gathering agreements, filesgas services agreements, ordersgathering services agreements and similar agreements and other contracts, mapscommitments, dataunderstandings, interpretationsbinding arrangements, seismic dataunexpired leases of personal property and licenses, geological whether oral as set forth in Schedule 2.02(f) or written, to which Seller is a party or to which Seller or any of the Assets is subject, and geographic information, schedules, reports and logs that which relate primarily to the Properties’ seismic, engineering, geological, and geophysical data and other records and data relating to operation of the Assets Systems (the “Records”"Related Agreements"), including without limitation the items described on Exhibit F; (g) All rights the real property and benefits arising from or in connection with any Imbalancesleases of, and other interests in, real property (other than Surface Leases and Rights of Way) and all buildings, structures, fixtures and improvements thereon and appurtenances thereto (the "Real Property"), described on Exhibits D and G; (h) All easementsto the extent relating to the Systems and except as otherwise provided in Section 2.03, all existing financial, operating, Tax, environmental, safety, process and instrumentation drawings, relevant maps, operations manuals, as-built drawings for the Systems, files, papers, books and records of Seller in Seller’s possession or control, including without limitation deeds, property records, title policies, maps, surveys, permits, licensescertificates, servitudesfilings with Governmental Authorities related to operation of the Systems, rights-of-wayprocess safety management (PSM) records, surface leases and legal documents pertaining specifically to Assumed Obligations or the Assets (other surface rights appurtenant tothan those protected by legal privilege), and used or held for use primarily in connection withrecords regarding the construction, maintenance and testing of the PropertiesAssets, including those identified on Schedule 2.2(h) together with copies of customer lists (“Surface Rights”Seller to retain any copies thereof it desires); (i) All Hydrocarbons produced from all of Seller's rights, claims, credits, causes of action or attributable rights of set off against third Persons applicable to post-Effective Date times and relating solely to the Properties from Assets, including without limitation unliquidated rights under manufacturers' and after vendors’ warranties relating to the Effective TimeAssets; (j) All Hydrocarbon inventories produced from to the extent owned by Seller, the natural gas located in the Pipelines as of the Effective Date for which an accounting adjustment has been made including Imbalance Payables and Imbalance Receivables; (k) all accounts, notes and other receivables arising on or after the Effective Date relating solely to the Systems for which an accounting adjustment has been made; (l) all prepaid expenses, including but not limited to Property Taxes, leases and rentals attributable to the Properties that are in storage at or arising on or after the Effective TimeDate relating to the Systems for which an accounting adjustment has been made; in the case of each of the foregoing, whether produced before owned, held for use, leased, licensed, or on used primarily in the Effective Time;operation of the Systems.

The Assets. As used hereinFor purposes of this Agreement, the term “Assets” means Assets shall mean all of Seller’s respective 's right, title and interest inset forth in Exhibit "A", to attached hereto and under the followingmade a part hereof for all purposes, in and to: (a) The oil and gas leases, oil, gas and mineral leases, subleases and other leaseholds, royalties, overriding royalties, net profit interests, mineral fee interests, carried interests and other properties and interests (the "Leases") and the lands covered thereby ("Land(s)") and any and all oil, gas, and/or mineral leases described on Exhibit A, and any other oil, gas, and/or mineral lease on which any of water or injection xxxxx thereon or applicable thereto (the Assets are located, together with all interests "Xxxxx"); (including carried interests, royalty interests, overriding royalty interests, mineral interests, production payments and net profits interestsii) in such leases or derived from such leases in or to any pools or units that which include all or a part of any Land or include any lands covered by Well (the "Units") and including without limitation all right, title and interest in production from any such leases Unit, whether such Unit production comes from xxxxx located on or that include any Xxxxxoff of the Lands, and all tenements, hereditaments, hereditaments and appurtenances belonging to such leases and such pooled areas to, used or units (the “Leases”); (b) All existing oil and/or gas xxxxx located on the lands covered by useful in connection with the Leases, Lands and Units; and (iii) interests under or derived from all contracts, agreements and instruments applicable to or by which such properties are bound Or created, to the extent applicable to such properties, including, but not limited to, operating agreements, gathering agreements, marketing agreements (including those xxxxx (and possible well locations and exploratory prospects) specifically described in Exhibit Bcommodity swap, together with all injection and disposal xxxxx on such lands (the “Xxxxx”collar and/or similar derivative agreements); (c) The , transportation agreements, processing agreements, unitization, pooling and communitization agreements, declarations and orders, joint venture agreements, and farmin and farmout agreements ("Contracts"). For purposes of this Agreement, the units created thereby Leases, Lands, Xxxxx, Contracts are collectively referred to as the Oil and all Gas Properties. Attached hereto as Exhibit "A-1" is a description of the Oil and Gas Properties. The respective `net revenue interest" and "working interest" of the Seller or any of its Subsidiaries in the Oil and Gas Properties are also described on Exhibit "B" (b) equipment, machinery, fixtures, improvements and other tangible personal property and improvements located now on, appurtenant to or used or obtained in connection with such agreements relating to the Leases and/or the Xxxxx Oil and to the production of Hydrocarbons, if any, attributable to the Leases and/or the Xxxxx (the “Units,” and, together Gas Properties or with the Xxxxx and Leasesproduction, treatment, sale or disposal of hydrocarbons produced therefrom or attributable thereto; provided, however, that the “Properties”); (d) All production facilitiesoffice premises of Seller in Anchorage, structures, tubular goods, well equipment, lease equipment, production equipment, pipelines, inventory and including all other personal property, fixtures and facilities improvements now located in, appurtenant to or used or obtained in connection with the Properties (collectively, the “Facilities”)such premises shall not constitute Assets; (ec) All Contracts, including those described in Exhibit C; (f) All records, files, orders, maps, data, interpretations, seismic data, geological and geographic information, schedules, reports and logs that relate to the Properties’ seismic, engineering, geological, and geophysical data and other records and data relating to the Assets (the “Records”); (g) All rights and benefits arising from or in connection with any Imbalances; (h) All easements, permits, licenses, servitudes, rights-of-way, surface leases and other surface rights appurtenant to, and used or held for use primarily to the extent applicable to such Oil and Gas Properties which are described and shown in connection with, the Properties, including those identified on Schedule 2.2(h) Exhibit "X- 0" (“Surface Rights”Xxxxxx-xx-Xxx"); (id) To the extent transferable without third party consent, all seismic data owned or licensed by Seller and all intellectual property related to such seismic data which is described and shown in Exhibit "A-3" ("Seismic Data"); and (e) All Hydrocarbons produced from or attributable stock in the Xxxx Inlet Pipeline Company ("CIPL") owned by Seller (the "CIPL Shares"), including any rights to acquire additional stock in CIPL which is described on Exhibit "A-4" For purposes of this Agreement, all of the Properties from and after items described in Sections 2(a) - (e) hereinabove are collectively referred to as the Effective Time; (j) All Hydrocarbon inventories produced from or attributable to the Properties that are in storage at the Effective Time, whether produced before or on the Effective Time;"Assets".