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 oil, gas and other hydrocarbons ("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 ▇▇▇▇▇ specifically described in Exhibit B (the "▇▇▇▇▇"), together with all other oil and gas ▇▇▇▇▇ and all water, injection and disposal ▇▇▇▇▇ on 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 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. The unitization, pooling and communitization agreements, declarations and orders, and the units created thereby, all 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, attributable to said properties and interests, 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 (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 ’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 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 A-1 (the "“Lands"”) and the oil, gas and other hydrocarbons ("Hydrocarbons") 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 ▇▇▇▇▇ specifically described in Exhibit B (the "“▇▇▇▇▇"”), together with all other oil and gas ▇▇▇▇▇ and all water, injection and disposal ▇▇▇▇▇ 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‑ofrights-of-way and easements described on Exhibit A‑2A-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.; C. D. The unitization, pooling and communitization unitization agreements, declarations and orders, and the units created thereby, all 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 described listed in Exhibit CC (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; D. E. All existing and effective sales, purchase, exchange, gathering 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 described listed in Sections 1.2 A. through C., and including those which are described in Exhibit C; E. 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 D. E. maintained by Seller, but excluding (i) Seller's ’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 hereinFor purposes of this Agreement, the term "Assets" refers to Assets shall mean all of Seller's ’s right, title and interest set forth in Exhibit “A”, attached hereto and made a part hereof for all purposes, in and to: (a) 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, water or injection ▇▇▇▇▇ thereon or applicable thereto (the “▇▇▇▇▇”); (ii) 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 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 oil, gas and other hydrocarbons ("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 Unit, whether such Unit production comes from ▇▇▇▇▇ specifically described in Exhibit B (located on or off of the "▇▇▇▇▇"), together with all other oil and gas ▇▇▇▇▇ and all water, injection and disposal ▇▇▇▇▇ on the Lands or on lands pooled, communitized or unitized therewithLands, and all personal propertytenements, equipmenthereditaments and appurtenances belonging to, fixtures, improvements, permits, water discharge permits, rights-of-way and easements (including without limitation the rights‑of-way and easements described on Exhibit A‑2) located on the Lands used or used useful in connection with the productionLeases, gatheringLands and Units; and (iii) interests under or derived from all contracts, treatmentagreements and instruments applicable to or by which such properties are bound or created, processingto the extent applicable to such properties, storingincluding, transportationbut not limited to, sale or disposal of Hydrocarbons or water produced from the properties and interests described in Section 1.2 A.; C. The 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 therebyLeases, Lands, ▇▇▇▇▇, Contracts are collectively referred to as the Oil and 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 Oil and Gas Properties or with the production, treatment, sale or disposal of hydrocarbons produced therefrom or attributable thereto; provided, however, that the office premises of Seller in Anchorage, including all operating agreements personal property, fixtures and unit operating agreements improvements now located in, appurtenant to or used or obtained in connection with such premises shall not constitute Assets; (c) easements, permits, licenses, servitudes, rights-of-way, surface leases and all other such agreements relating surface rights appurtenant to, and used or held for use to the properties extent applicable to such Oil and interests described in Sections 1.2 A. and B. and to the production of Hydrocarbons, if any, attributable to said properties and interests, including those Gas Properties which are described and shown in Exhibit C“A-2” (Rights-of-Way”); D. All existing (d) To the extent transferable without third party consent, all seismic data owned or licensed by Seller and effective sales, purchase, exchange, gathering all intellectual property related to such seismic data which is described 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 shown in Exhibit C;“A-3” (“Seismic Data”); and E. (e) All original files, records and datastock in the ▇▇▇▇ Inlet Pipeline Company (“CIPL”) owned by Seller (the “CIPL Shares”), including without limitation lease and well filesany rights to acquire additional stock in CIPL which is described on Exhibit “A-4” For purposes of this Agreement, abstracts, title reports, memoranda and opinions, relating to all of the items described in Sections 1.2 A. through 1.2 D. maintained by Seller, but excluding 2(a) - (ie) Seller's company files, financial records, and tax related records hereinabove are collectively referred to as 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 ’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 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 oil, gas and other hydrocarbons ("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 oil and gas ▇▇▇▇▇ specifically described in Exhibit B A-2 (the "“▇▇▇▇▇"”), together with all other oil and gas ▇▇▇▇▇ and all water, injection and disposal ▇▇▇▇▇ on the Lands Leases or on lands pooled, communitized or unitized therewith, and all personal property, equipment, fixtures, improvements, permits, water discharge permits, roads, rights-of-way and easements (including without limitation the 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 Leases and interests described in Section 1.2 A.Lands; C. The unitization, pooling and communitization agreements, declarations and orders, and the units created thereby, all operating agreements and unit operating agreements 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, attributable to said properties and interests, including those which are described in Exhibit CAssets; D. All existing and effective sales, purchase, exchange, gathering gathering, and service agreements and other contracts, agreements and instruments which relate, and only insofar as they relate, to the properties and interests Assets described in Sections Subsections 1.2 A. through C., and including those which are described in Exhibit C;C (the “Material Agreements”); and 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, relating to the items described in Sections 1.2 A. through 1.2 D. maintained by Seller, but excluding (i) Seller's company contract files, financial recordsoperations files, and tax related records to the extent not relevant to the Assetsfiles, maps, core data, hydrocarbon analysis, well logs, mud logs, field studies together with other files, contracts 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 Seller's the 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 oil, gas and other hydrocarbons ("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 Any oil and gas ▇▇▇▇▇ specifically located on the “Wellsites” described in on Exhibit B B, (collectively, the "“▇▇▇▇▇"”), together with all other oil and gas ▇▇▇▇▇ and all water, injection and disposal ▇▇▇▇▇ on the Lands or on lands pooled, communitized or unitized therewith, and all personal property, . C. All equipment, fixtures, improvements, permits, water discharge permits, rights-of-way fixtures and easements (including without limitation the rights‑of-way and easements described on Exhibit A‑2) 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 ▇▇▇▇▇, wellhead equipment, pumps, flowlines, gathering systems, piping, tanks, buildings, treatment facilities, disposal facilities, compression facilities, and other materials, supplies, equipment, facilities and machinery. C. D. The unitization, pooling and communitization agreements, declarations and orders, and the units created therebyif any, all operating agreements and unit operating agreements 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, attributable to said properties and interests, including those which are described in Exhibit C;to the extent transferable by Seller. D. E. All existing and effective sales, purchase, exchange, gathering and service agreements and other material contracts, agreements and instruments instruments, which relate, relate and only insofar as they relate, to the properties and interests 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”). E. F. All original lease files, records and data, including without limitation lease and well land files, abstracts, title reports, memoranda well files and opinions, contract files relating to the items described in Sections 1.2 A. 1.2.A through 1.2 D. 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 ’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 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 A-1 (the "“Lands"”) and the oil, gas and other hydrocarbons ("Hydrocarbons") 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. 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 Lands described on Exhibit 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; B. C. The ▇▇▇▇▇ specifically described in Exhibit B C (the "“▇▇▇▇▇"”), together with all other oil and gas ▇▇▇▇▇ and all water, injection and disposal ▇▇▇▇▇ (save and except the Camp and ▇▇▇▇▇▇ disposal ▇▇▇▇▇ 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‑ofrights-of-way and easements described on Exhibit A‑2A-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. D. The unitization, pooling and communitization unitization agreements, declarations and orderssurface use agreements, and the units created thereby, all 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 described listed in Exhibit CD (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; D. E. All existing and effective sales, purchase, exchange, gathering 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 described listed in Sections 1.2 A. through C.and B, and including those which are described in Exhibit CD; 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 (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.