EX-10.1










PURCHASE AND SALE AGREEMENT




BETWEEN




ANADARKO E&P COMPANY LP




AS SELLER




AND




DOUBLE EAGLE PETROLEUM CO.




AS PURCHASER




Executed on August 16, 2012

Effective August 1, 2012

TABLE OF CONTENTS




	 	 	 	 	 	 	 
	DEFINITIONS

RECITALS

ARTICLE 1 PURCHASE AND SALE

Section 1.1

Section 1.2

Section 1.3

Section 1.4

Section 1.5

ARTICLE 2 PURCHASE PRICE

Section 2.1

Section 2.2

Section 2.3

Section 2.4

ARTICLE 3 TITLE MATTERS

Section 3.1

Section 3.2

Section 3.3

Section 3.4

Section 3.5

Section 3.6

Section 3.7

	 	Purchase and Sale.

Assets.

Excluded Assets.

Effective Time; Proration of Costs and Revenues.

Delivery and Maintenance of Records.

Purchase Price.

Adjustments to Purchase Price.

Allocation of Purchase Price for Tax Purposes.

Deposit.

Seller’s Title.

Definition of Defensible Title

Definition of Permitted Encumbrances.

Notice of Title Defect Adjustments.

Casualty or Condemnation Loss...................................................19

Limitations on Applicability.

Government Approvals Respecting Assets
	 	1

7

7

7

7

9

10

11

12

12

12

13

13

14

14

14

15

17



20

20

	ARTICLE 4 ENVIRONMENTAL MATTERS
	 	 	21	 
	Section 4.1

Section 4.2

Section 4.3

Section 4.4

	 	Assessment.

NORM, Wastes and Other Substances.

Environmental Defects.

Inspection Indemnity.
	 	21

22

22

23

	ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF SELLER
	 	 	23	 
	Section 5.1

Section 5.2

Section 5.3

Section 5.4

Section 5.5

Section 5.6

Section 5.7

Section 5.8

Section 5.10

Section 5.11

Section 5.12

Section 5.13

Section 5.15

Section 5.16

Section 5.17

Section 5.18

	 	Generally.

Existence and Qualification.

Power.

Authorization and Enforceability.

No Conflicts.

Liability for Brokers’ Fees.

Litigation.

Taxes and Assessments.

Contracts.

Payments for Hydrocarbon Production.

Governmental Authorizations.

Preference Rights and Transfer Requirements.

Condemnation.

Bankruptcy.

NGA.

Investment Company.
	 	23

23

24

24

24

24

25

25

25

26

26

26

26

26

27

27







 Section 5.19 Limited Time .....................................,........................................27



	 	 	 	 	 	 	 
	Section 5.20 AMI – Tax Partnerships...............................................................27	 	 	 	 
	ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF PURCHASER
	 	 	27	 
	Section 6.1

Section 6.2

Section 6.3

Section 6.4

Section 6.5

Section 6.6

Section 6.7

Section 6.8

Section 6.9

Section 6.10

Section 6.11

Section 6.12

	 	Existence and Qualification.

Power.

Authorization and Enforceability.

No Conflicts.

Liability for Brokers’ Fees.

Litigation.

Financing.

Performance Assurances.

Limitation.

Investment Intent SEC Disclosure.

Bankruptcy.

Qualification.
	 	27

27

27

27

28

28

28

29

29

29

30

30

	ARTICLE 7 COVENANTS OF THE PARTIES
	 	 	30	 
	Section 7.1

Section 7.2

Section 7.3

Section 7.4

Section 7.5

Section 7.6

Section 7.7

Section 7.8

Section 7.9

	 	Access.

Government Reviews.

Notification of Breaches.

Letters-in-Lieu; Assignments; Operatorship.

Public Announcements.

Operation of Business.

Preference Rights and Transfer Requirements.

Tax Matters.

Further Assurances.
	 	30

30

31

31

31

32

32

34

35

	ARTICLE 8 CONDITIONS TO CLOSING
	 	 	35	 
	Section 8.1

Section 8.2

ARTICLE 9 CLOSING

Section 9.1

Section 9.2

Section 9.3

Section 9.4

ARTICLE 10 TERMINATION

Section 10.1

Section 10.2

Section 10.3

	 	Conditions of Seller to Closing.

Conditions of Purchaser to Closing.

Time and Place of Closing.

Obligations of Seller at Closing.

Obligations of Purchaser at Closing.

Closing Payment & Post-Closing Purchase Price Adjustments.

Termination.

Effect of Termination.

Distribution of Deposit Upon Termination.
	 	35

36

37

37

37

38

38

39

39

39

40







ARTICLE 11 POST-CLOSING OBLIGATIONS; INDEMNIFICATION; LIMITATIONS; DISCLAIMERS AND WAIVERS 40



	 	 	 
	Section 11.1	 	Receipts.40
	Section 11.2	 	Expenses.40
	Section 11.3	 	Assumed Seller Obligations.41
	Section 11.4	 	Indemnities.41
	Section 11.5	 	Indemnification Actions.43
	Section 11.6	 	Release.45
	Section 11.7	 	Limitation on Actions.45
	Section 11.8	 	Disclaimers.46
	Section 11.9	 	Waiver of Trade Practices Acts.47
	Section 11.10	 	Recording.47
	ARTICLE 12 MISCELLANEOUS48

	Section 12.1

Section 12.2

Section 12.3

Section 12.4

Section 12.5

Section 12.6

Section 12.7

Section 12.8

Section 12.9

Section 12.10

Section 12.11

Section 12.12

Section 12.13

Section 12.14

Section 12.15

Section 12.16

Section 12.17

Section 12.18

Section 12.19

Section 12.20

	 	Counterparts.48

Notice.48

Sales or Use Tax Recording Fees and Similar Taxes and Fees.49

Expenses.49

Change of Name.49

Replacement of Bonds, Letters of Credit and Guarantees.49

Governing Law and Venue.49

Captions.50

Waivers.50

Assignment.50

Entire Agreement.50

Amendment.50

No Third-Party Beneficiaries.50

References.51

Construction.51

Limitation on Damages.51

Conspicuousness51

Severability52

Time of Essence52

Prior Effective Time Cost Settlement .............................................52






EXHIBITS




	 	 	 
	Exhibit “A”

	 	Third Party Leases
	Exhibit “A-1”

	 	Wells and Units
	Exhibit “A-2”

	 	Equipment
	Exhibit “A-3”

	 	Seller Fee Minerals Interest (Developed)
	Exhibit “A-4”

	 	Seller Fee Minerals Interest (Undeveloped)
	Exhibit “B”

	 	Conveyance
	Exhibit “B-1”

	 	Form of Seller Fee Lease
	Exhibit “B-2”

	 	Seller Fee Lease Terms
	Exhibit “C”

	 	Indemnity Agreement






SCHEDULES




	 	 	 
	Schedule 1.2(e)

	 	Contracts
	Schedule 1.2(f)

	 	Surface Contracts
	Schedule 1.2(h)

	 	Pipelines
	Schedule 1.3(e)

	 	Excluded Items
	Schedule 1.4Effective Time; Proration of Costs and Revenues

	Schedule 2.3Allocation of Purchase Price for Tax Purposes

	Schedule 4.3Environmental Matters

	Schedule 5.7Litigation

	 	

	Schedule 5.8 Taxes and Assessments

	Schedule 5.9Compliance with Laws

	 	

	Schedule 5.10(a)

	 	Contract Matters
	Schedule 5.10(b)

	 	Certain Contracts
	Schedule 5.11

	 	Hydrocarbon Production Payments
	Schedule 5.12

	 	Governmental Authorizations
	Schedule 5.13

	 	Preference Rights and Transfer Requirements
	Schedule 5.14

	 	Outstanding Capital Commitments
	Schedule 5.19

	 	Imbalances
	Schedule 5.20

	 	Wells






Schedule 7.6 Operation of Business



DEFINITIONS








“Adjusted Purchase Price” shall mean the Purchase Price after calculating and applying the
adjustments set forth in Section 2.2.



“Adjustment Period” has the meaning set forth in Section 2.2(a).



“AFE” means authority for expenditure.



“Affiliates” with respect to any Person, means any other Person that directly or indirectly
controls, is controlled by or is under common control with such Person.



“Agreed Interest Rate” means simple interest calculated at the rate of five percent (      5     %)] per
annum.



“Agreement” means this Purchase and Sale Agreement.



“Aggregate Defect Deductible” has the meaning set forth in Section 3.4(g).



“Allocated Value” has the meaning set forth in Section 3.4(a).



“Assessment” has the meaning set forth in Section 4.1.



“Assets” has the meaning set forth in Section 1.2.



“Assumed Seller Obligations” has the meaning set forth in Section 11.3.



“Bond” has the meaning set forth in Section 7.10.



“Business Day” means each calendar day except Saturdays, Sundays, and Federal holidays.



“CCPA” has the meaning set forth in Section 11.9(a).



“Claim” or “Claims” has the meaning set forth in Section 11.4(a).



“Claim Notice” has the meaning set forth in Section 11.5(b).



“Closing” has the meaning set forth in Section 9.1(a).



“Closing Date” has the meaning set forth in Section 9.1(b).



“Closing Payment” has the meaning set forth in Section 9.4(a).



“Code” has the meaning set forth in Section 2.3.



“Confidentiality Agreement” has the meaning set forth in Section 7.1.



“Contracts” has the meaning set forth in Section 1.2(d).



“Conveyance” has the meaning set forth in Section 3.1(b).



“Cure Period” has the meaning set forth in Section 3.4(b).



“Defensible Title” has the meaning set forth in Section 3.2.



“Deposit” has the meaning set forth in Section 2.4.



“Effective Time” has the meaning set forth in Section 1.4(a).



“Environmental Claim Date” has the meaning set forth in Section 4.3.



“Environmental Defect” has the meaning set forth in Section 4.3.



“Environmental Defect Amount” has the meaning set forth in Section 4.3.



“Environmental Defect Notice” has the meaning set forth in Section 4.3.



“Environmental Laws” means, as the same may have been amended, the Comprehensive Environmental
Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq.; the Resource
Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution
Control Act, 33 U.S.C. § 1251 et seq.; the Clean Air Act, 42 U.S.C. § 7401 et seq.
the Hazardous Materials Transportation Act, 49 U.S.C. § 1471 et seq.; the Toxic Substances
Control Act, 15 U.S.C. §§ 2601 through 2629; the Oil Pollution Act, 33 U.S.C. § 2701 et
seq.; the Emergency Planning and Community Right-to-Know Act, 42 U.S.C. § 11001 et
seq.; the Safe Drinking Water Act, 42 U.S.C. §§ 300f through 300j; the Federal Insecticide,
Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Occupational Safety and Health Act, 29
U.S.C. § 651 et seq.; the Atomic Energy Act, 42 U.S.C. § 2011 et seq.; and all applicable related
law, whether local, state, territorial, or national, of any Governmental Body having jurisdiction
over the property in question addressing pollution or protection of human health, safety, natural
resources or the environment and all regulations implementing the foregoing.



“Environmental Liabilities” means any and all environmental response costs (including costs of
remediation), damages, natural resource damages, settlements, consulting fees, expenses, penalties,
fines, orphan share, prejudgment and post-judgment interest, court costs, attorneys’ fees, and
other liabilities incurred or imposed (i) pursuant to any order, notice of responsibility,
directive (including requirements embodied in Environmental Laws), injunction, judgment or similar
act (including settlements) by any Governmental Body to the extent arising out of any violation of,
or remedial obligation under, any Environmental Laws which are attributable to the ownership or
operation of the Assets prior to the Effective Time or (ii) pursuant to any claim or cause of
action by a Governmental Body or other Person for personal injury, property damage, damage to
natural resources, remediation or response costs to the extent arising out of any violation of, or
any remediation obligation under, any Environmental Laws which is attributable to the ownership or
operation of the Assets prior to the Effective Time.



“Equipment” has the meaning set forth in Section 1.2(g).



“Excluded Assets” has the meaning set forth in Section 1.3.



“Facilities” has the meaning set forth in Section 1.2(h).



“Governmental Authorizations” has the meaning set forth in Section 5.12.



“Governmental Body” or “Governmental Bodies” means any federal, state, local, municipal, or other
governmental subdivision; any governmental, regulatory or administrative agency, commission, body
or other authority exercising or entitled to exercise any administrative, executive, judicial,
legislative, police, regulatory or taxing authority or power; and any court or governmental
tribunal.



“Hydrocarbons” means oil, gas, condensate and other gaseous and liquid hydrocarbons or any
combination thereof and carbon dioxide and sulphur extracted from hydrocarbons.



“Imbalance” or “Imbalances” means over-production or under-production of Hydrocarbons or
over-deliveries or under-deliveries with respect to Hydrocarbons produced from or allocated to the
Assets, regardless of whether such over-production or under-production of Hydrocarbons or
over-deliveries or under-deliveries of Hydrocarbons arise at the wellhead, pipeline, gathering
system, transportation or other location.



“Indemnified Party” has the meaning set forth in Section 11.5(a).



“Indemnifying Party” has the meaning set forth in Section 11.5(a).



“Indemnity Claim” has the meaning set forth in Section 11.5(b).



“Independent Expert” has the meaning set forth in Section 4.3.



“Individual Environmental Deductible” has the meaning set forth in Section 4.3.



“Individual Title Deductible” has the meaning set forth in Section 3.4(g).



“Invasive Activity” has the meaning set forth in Section 4.1.



“Lands” has the meaning set forth in Section 1.2(a).



“Laws” means all statutes, laws, rules, regulations, ordinances, orders, decrees and codes of
Governmental Bodies.



“Leases” has the meaning set forth in Section 1.2(a).



“Lowest Cost Response” means the response required or allowed under Environmental Laws that
addresses the condition present at the lowest cost (considered as a whole taking into consideration
any material negative impact such response may have on the operations of the relevant assets and
any potential material additional costs or liabilities that may likely arise as a result of such
response) as compared to any other response that is required or allowed under Environmental Laws.



“Material Adverse Effect” means any effect that is material and adverse to the ownership, operation
or value of the Assets, taken as a whole, and as currently operated; provided, however, that
“Material Adverse Effect” shall not include (i) any effect resulting from entering into this
Agreement or the announcement of the transactions contemplated by this Agreement; (ii) any effect
resulting from changes in general market, economic, financial or political conditions or any
outbreak of hostilities or war; (iii) any effect that affects the Hydrocarbon exploration,
production, development, processing, gathering and/or transportation industry generally (including
changes in commodity prices or general market prices in the Hydrocarbon exploration, production,
development, processing, gathering and/or transportation industry generally); and (iv) any effect
resulting from a change in Laws or regulatory policies.



“Net Revenue Interest” has the meaning set forth in Section 3.2(a).



“New Leasehold Interests” has the meaning set forth in Section 1.2(a).



“New Leasehold Unit Interests” has the meaning set forth in Section 1.2(d).



“NORM” means naturally occurring radioactive material.



“Permitted Encumbrances” has the meaning set forth in Section 3.3.



“Person” means any individual, firm, corporation, partnership, limited liability company, joint
venture, association, trust, unincorporated organization, Governmental Body or any other entity.



“Pipelines” has the meaning set forth in Section 1.2(g).



“Preference Property” has the meaning set forth in Section 7.7(b).



“Preference Right” means any right or agreement that enables any Person to purchase or acquire any
Asset or any interest therein or portion thereof as a result of or in connection with (i) the sale,
assignment or other transfer of any Asset or any interest therein or portion thereof or (ii) the
execution or delivery of this Agreement or the consummation or performance of the terms and
conditions contemplated by this Agreement.



“Properties” has the meaning set forth in Section 1.2(c).



“Property Costs” has the meaning set forth in Section 1.4(b).



“Purchase Price” has the meaning set forth in Section 2.1.



“Purchaser” has the meaning set forth in the preamble of this Agreement.



“Purchaser Indemnities” means Purchaser, Purchaser’s Affiliates, joint owners and ventures,
co-lessees and partners, and Purchaser’s contractors and each of their respective officers,
directors, employees, agents, representatives, insurers, subcontractors, successors and permitted
assigns.



“Records” has the meaning set forth in Section 1.2(l).



“REGARDLESS OF FAULT” has the meaning set forth in Section 11.4(a).



“Retained Asset” has the meaning set forth in Section 7.7(d).



“Royalty Amounts” means all working interests, royalties, overriding royalties, and other interests
payable to third parties or account of production from the Assets.



“Seismic Data” has the meaning set forth in Section 1.3(j).



“Seller” has the meaning set forth in the preamble of this Agreement.



“Seller Fee Leases” means the Seller Fee Producing (Developed) Leases and the Seller Fee Producing
(Undeveloped) Leases. Seller and Purchaser agree that, for the length of time that Purchaser or
Buyer (but not their respective successors or assigns) is lessee under the Seller Fee Producing
(Developed) Leases and the Seller Fee Producing (Undeveloped) Leases, each of such leases (unless
otherwise specified) shall be deemed to incorporate all of the terms listed in Exhibit B-2, which
exhibit shall be deemed to control in the event of any discrepancy with the provisions of a Seller
Fee Lease executed pursuant to the transaction contemplated by this Agreement.



“Seller Fee Non-Producing (Undeveloped) Leases” means the respective oil and gas leases in the form
attached hereto as Exhibit B-1 to be executed and delivered at Closing by Seller, as lessor, and
Purchaser, as lessee, creating respective leasehold interests on a separate tract by tract basis
(as set forth in Exhibit A-4) in favor of Purchaser in and to Seller’s respective fee mineral
interests in each separate tract identified in Exhibit A-1 attached hereto; but reserving, saving
and excepting to Seller, as lessor, all Seller Reserved Lease Interests. At Closing, a separate
Seller Fee Producing (Undeveloped) Lease will be executed with respect to each separate tract
identified in Exhibit A-4. The Seller’s royalty under the Seller Fee Producing (Undeveloped) Lease
covering a tract described in Exhibit A-4 will be twenty percent (20%). Seller Fee Producing
(Undeveloped) Leases shall be depth limited to the base of the Mesaverde. All The primary term for
each Seller Fee Producing (Undeveloped) Lease shall be three (3) year from the Effective Time. It
is the intent to deliver to Purchaser, Seller Fee Non- Producing (Undeveloped) Leases on any Seller
Fee Tract that currently does not have a well located upon the Seller Fee Tract or a well capable
of producing on the Seller Fee Tract or is not pooled with a producing well or well capable of
production on the Seller Fee Tract.



“Seller Fee Producing (Developed) Leases” means the respective oil and gas leases in the form
attached hereto as Exhibit B-1 to be executed and delivered at Closing by Seller, as lessor, and
Purchaser, as lessee, creating respective leasehold interests on a separate tract by tract basis
(as set forth in Exhibit A-3) in favor of Purchaser in and to Seller’s respective fee mineral
interests in each separate tract identified on Exhibit A-3 attached hereto; but reserving, saving
and excepting to Seller, as lessor, all Seller Reserved Lease Interests. At Closing, a separate
Seller Fee Producing (Developed) Lease will be executed with respect to each separate tract
identified in Exhibit A-3. The Seller’s royalty under the Seller Fee Producing (Developed) Lease
covering a tract described in Exhibit A-3 will be Twenty percent 20%. Seller Fee Producing
(Developed) Leases shall be depth limited to the base of the Mesaverde. The primary term for each
Seller Fee Producing (Developed) Lease shall be one (1) year from the Effective Time. It is the
intent to deliver to Purchaser, Seller Fee Producing (Developed) Leases on any Seller Fee Tract
that currently has located upon the Seller Fee Tract a producing well or a well capable of
producing or is pooled with a producing well or well capable of production on or with the Seller
Fee Tract.



“Seller Fee Tract” means those tracts of land described in Exhibit A-3 and A-4.



“Seller Indemnities” means Seller, Seller’s Affiliates, joint owners and ventures, co-lessees and
partners, and Seller’s contractors, and each of their respective officers, directors, employees,
agents, representatives, insurers, subcontractors, successors and permitted assigns.



“Surface Contracts” has the meaning set forth in Section 1.2(e).



“Tax Allocated Value” has the meaning set forth in Section 2.3.



“Taxes” means all federal, state, local, and foreign income, profits, franchise, sales, use, ad
valorem, property, severance, production, excise, stamp, documentary, real property transfer or
gain, gross receipts, goods and services, registration, capital, transfer, or withholding taxes or
other governmental fees or charges imposed by any taxing authority, including any interest,
penalties or additional amounts which may be imposed with respect thereto.



“Tax Returns” has the meaning set forth in Section 5.8.



“Title Arbitrator” has the meaning set forth in Section 3.4(f).



“Title Claim Date” has the meaning set forth in Section 3.4(a).



“Title Defect” has the meaning set forth in Section 3.2.



“Title Defect Amount” has the meaning set forth in Section 3.4(c)(i).



“Title Defect Notice” has the meaning set forth in Section 3.4(a).



“Title Defect Property” has the meaning set forth in Section 3.4(a).



“Transfer Requirement” means any consent, approval, authorization or permit of, or filing with or
notification to, any Person which is required to be obtained, made or complied with for or in
connection with any sale, assignment or transfer of any Asset or any interest therein, other than
any consent of, notice to, filing with, or other action by Governmental Bodies in connection with
the sale or conveyance of oil and/or gas leases or interests therein or Surface Contracts or
interests therein, if they are not required prior to the assignment of such oil and/or gas leases,
Surface Contracts or interests or they are customarily obtained subsequent to the sale or
conveyance (including consents from state agencies).



“Units” has the meaning set forth in Section 1.2(d).



“Wells” has the meaning set forth in Section 1.2(b).





PURCHASE AND SALE AGREEMENT








This Purchase and Sale Agreement (“Agreement”) is executed on August 16, 2012, by and between
Anadarko E&P Company LP, a Delaware corporation (“Seller”), and Double Eagle Petroleum Co., a
Maryland corporation (“Purchaser”).



RECITALS




A. Seller owns various oil and gas properties, either of record or beneficially, more fully
described in the exhibits and schedules hereto.



B. Seller desires to sell to Purchaser and Purchaser desires to purchase from Seller the
properties and rights of Seller hereafter described, in the manner and upon the terms and
conditions hereafter set forth.



C. Capitalized terms used herein shall have the meanings ascribed to them in this Agreement
as such terms are identified and/or defined in the preceding Definitions section hereof.



NOW, THEREFORE, in consideration of the premises and of the mutual promises, representations,
warranties, covenants, conditions and agreements contained herein, and for other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound by the terms hereof, agree as follows:



ARTICLE 1

PURCHASE AND SALE








Section 1.1 Purchase and Sale.



At the Closing, and upon the terms and subject to the conditions of this Agreement, Seller
agrees to sell, transfer and convey the Assets to Purchaser and Purchaser agrees to purchase,
accept and pay for the Assets and to assume the obligations attributable to the Assets.



Section 1.2 Assets.



As used herein, the term “Assets” means, subject to the terms and conditions of this Agreement, all
of Seller’s right, title, interest and estate, real or personal, recorded or unrecorded, movable or
immovable, tangible or intangible, in and to the following (but excluding the Excluded Assets):



(a) All of (i) the oil and gas leases; subleases and other leaseholds; carried interests;
farmout rights; options; units, participating areas and other properties and interests described on
Exhibit A, together with each and every kind and character of right, title, claim, and interest
that Seller has in and to the Leases or the lands currently pooled, unitized, communitized or
consolidated therewith; subject to such depth limitations and other restrictions as may be set
forth in Schedule 1.2 (e) or as may be applicable to other interests not described on Exhibit A but
on which any of the Wells are located (collectively, the “Third Party Leases”), and (ii) the
leasehold interests to be created in favor of Purchaser, as lessee, under the Seller Fee Leases,
subject to such depth limitations and other restrictions as may be set forth on Exhibit A-3,
Exhibit A-4 or Exhibit A-1 (collectively, the “New Leasehold Interests”), together with each and
every kind and character of right, title, claim, and interest (other than the Seller Reserved Lease
Interests) that Seller has in and to the Third Party Leases, the New Leasehold Interests or the
lands currently pooled, unitized, communitized or consolidated therewith (the “Lands”);



(b) All oil, gas, water or injection wells located on the Lands, whether producing, shut-in,
or temporarily abandoned, including, without limitation, the interests in the wells shown on
Exhibit A-1 attached hereto (the “Wells”);



(c) All interest of Seller derived from the Third Party Leases and the New Leasehold Interests
(other than the Seller Reserved Lease Interests) in or to any currently existing pools or units
which include any Lands or all or a part of any Third Party Leases or New Leasehold Interests or
include any Wells, including those pools or units shown on Exhibit A-1 (the “Units”; the Units,
together with the Third Party Leases or New Leasehold Interests, Lands and Wells, being hereinafter
referred to as the “Properties”), and including all interest of Seller derived from the Third Party
Leases or New Leasehold Interests (other than the Seller Reserved Lease Interests) in production of
Hydrocarbons from any such Unit, whether such Unit production of Hydrocarbons comes from Wells
located on or off of a Third Party Lease or New Leasehold Interest, and all tenements,
hereditaments and appurtenances belonging to the Third Party Leases or New Leasehold Interests and
Units;



(d) All contracts, agreements and instruments by which the Properties are bound, or that
relate to or are otherwise applicable to the Properties, Pipelines, Equipment or Facilities, only
to the extent applicable to the Properties, Pipelines, Equipment or Facilities rather than Seller’s
other properties, including but not limited to, operating agreements, federal operating agreements,
unitization, federal unit agreements, pooling and communitization agreements, declarations and
orders, joint venture agreements, farmin and farmout agreements, exploration agreements,
participation agreements, exchange agreements, transportation or gathering agreements, agreements
for the sale and purchase of Hydrocarbons or processing agreements to the extent applicable to the
Properties or the production of Hydrocarbons produced in association therewith from the Properties,
including those identified on Schedule 1.2(e) (hereinafter collectively referred to as
“Contracts”), but excluding any contracts, agreements and instruments to the extent transfer is
restricted by third-party agreement or applicable Law and the necessary consents to transfer are
not obtained pursuant to Section 7.7 and provided that “Contracts” shall not include the
instruments constituting the Leases or Surface Contracts;



(e) All easements, permits, licenses, servitudes, rights-of-way, surface leases and other
surface rights (“Surface Contracts”) appurtenant to, and used or held for use primarily in
connection with the Properties, Pipelines or Facilities (including, those identified on Schedule
1.2(f)), but excluding any permits and other rights to the extent transfer is restricted by
third-party agreement or applicable Law and the necessary consents to transfer are not obtained
pursuant to Section 7.7;



(f) All equipment, machinery, fixtures and other tangible personal property and improvements
located on the Properties, or used or held for use primarily in connection with the operation of
the Properties, Pipelines or Facilities, including, , those identified on Exhibit A-2
(“Equipment”);



(g) All flow lines, pipelines, gathering systems and appurtenances thereto located on the
Properties or used, or held for use, primarily in connection with the operation of the Properties,
including, those identified on Schedule 1.2(h) (collectively, the “Pipelines”);



(h) All plants and facilities used or held for use primarily in connection with the operation
of the Properties or the Pipelines (the “Facilities”);



(i) All Hydrocarbons produced from or attributable to the Leases, Lands, and Wells from and
after the Effective Time, together with Imbalances associated with the Properties, Pipelines or
Facilities; and



(j) All lease files; land files; well files; production records; gas and oil sales contract
files; gas processing files; division order files; abstracts; title opinions; land surveys; logs;
maps; engineering data and reports; and other books, records, data, files, and accounting records,
in each case to the extent related primarily to the Assets, or used or held for use primarily in
connection with the maintenance or operation thereof, but excluding (i) any books, records, data,
files, maps, and accounting records to the extent disclosure or transfer is restricted by
third-party agreement or applicable Law and the necessary consents to transfer are not obtained
pursuant to Section 7.7; provided, however, that Purchaser shall be informed in writing of any
records not disclosed in accordance with this clause (i) to the extent Seller is not otherwise
prohibited from doing so, (ii) computer or communications software or intellectual property
(including tapes, codes, data and program documentation and all tangible manifestations and
technical information relating thereto), (iii) attorney-client privileged communications and work
product of Seller’s or any of Seller’s Affiliates’ legal counsel (other than title opinions) and
(iv) records relating to the negotiation and consummation of the sale of the Assets (subject to
such exclusions, the “Records”); provided, however, that Seller may retain the originals of such
Records as Seller has determined may be required for litigation, tax, accounting, and auditing
purposes and provide Purchaser with copies thereof at Seller’s cost.



Section 1.3 Excluded Assets.



Notwithstanding the foregoing, the Assets shall not include, and there is excepted, reserved
and excluded from the purchase and sale contemplated hereby (collectively, the “Excluded Assets”):



(a) all corporate, financial, income and franchise tax and legal records of Seller that relate
to Seller’s business generally (whether or not relating to the Assets), and all books, records and
files that relate to the Excluded Assets and those records retained by Seller pursuant to Section
1.2(l) and copies of any other Records retained by Seller pursuant to Section 1.5;



(b) all surface and mineral fee interests owned by Seller;



(c) all rights to any refund of Taxes or other costs or expenses borne by Seller or Seller’s
predecessors in interest and title attributable to periods prior to the Effective Time;



(d) Seller’s area-wide bonds, permits and licenses or other permits, licenses or
authorizations used in the conduct of Seller’s business generally;



(e) those items listed in Schedule 1.3(e);



(f) all trade credits, account receivables, note receivables, take-or-pay amounts receivable,
and other receivables attributable to the Assets with respect to any period of time prior to the
Effective Time;



(g) all right, title and interest of Seller in and to vehicles or vessels used in connection
with the Assets;



(h) all rights, titles, claims and interests of Seller or any Affiliate of Seller (i) to or
under any policy or agreement of insurance or any insurance proceeds; except to the extent provided
in Section 3.5, and (ii) to or under any bond or bond proceeds;



(i) any patent, patent application, logo, service mark, copyright, trade name or trademark of
or associated with Seller or any Affiliate of Seller or any business of Seller or of any Affiliate
of Seller; and



Section 1.4 Effective Time; Proration of Costs and Revenues.



(a) Subject to Section 1.5, possession of the Assets shall be transferred from Seller to
Purchaser at the Closing, but certain financial benefits and burdens of the Assets shall be
transferred effective as of 7:00 A.M., local time, where the respective Assets are located, on
August 1, 2012 (the “Effective Time”), as described below.



(b) Purchaser shall be entitled to all Hydrocarbon production from or attributable to the
Leases, Units and Wells at and after the Effective Time (and all products and proceeds attributable
thereto), and to all other income, proceeds, receipts and credits earned with respect to the Assets
at or after the Effective Time, and shall be responsible for (and entitled to any refunds with
respect to) all Property Costs incurred at and after the Effective Time. Seller shall be entitled
to all Hydrocarbon production from or attributable to the Leases, Units and Wells prior to the
Effective Time (and all products and proceeds attributable thereto), and to all other income,
proceeds, receipts and credits earned with respect to the Assets prior to the Effective Time, and
shall be responsible for (and entitled to any refunds with respect to) all Property Costs incurred
prior to the Effective Time. “Earned” and “incurred”, as used in this Agreement, shall be
interpreted in accordance with generally accepted accounting principles and Council of Petroleum
Accountants Society (COPAS) standards. “Property Costs” means all costs attributable to the
ownership and operation of the Assets (including without limitation ad valorem, property,
severance, Hydrocarbon production and similar Taxes based upon or measured by the ownership or
operation of the Assets or the production of Hydrocarbons therefrom, but excluding any other Taxes)
and capital expenditures incurred in the ownership and operation of the Assets in the ordinary
course of business and, where applicable, in accordance with the relevant operating or unit
agreement, if any, and overhead costs charged to the Assets under the relevant operating agreement
or unit agreement, if any, or, if none, the amounts shown under Schedule 1.4 shall be the overhead
amounts deemed charged to the Assets, but excluding without limitation liabilities, losses, costs,
and expenses attributable to(ii) obligations to plug wells or dismantle, abandon and salvage
facilities, (iii) obligations to remediate any contamination of groundwater, surface water, soil,
Equipment or Pipelines under applicable Environmental Laws, (iv) obligations to pay working
interests, royalties, overriding royalties or other interests held in suspense, (v) obligations to
pay Royalty Amounts, and (vi) Imbalances, all of which are addressed in Article 11. For purposes of
this Section 1.4, determination of whether Property Costs are attributable to the period before or
after the Effective Time shall be based on when services are rendered, when the goods are
delivered, or when the work is performed. For clarification, the date an item or work is ordered
is not the date of a pre-Effective Time transaction for settlement purposes, but rather the date on
which the item ordered is delivered to the job site, or the date on which the work ordered is
performed, shall be the relevant date. For purposes of allocating Hydrocarbon production (and
accounts receivable with respect thereto), under this Section 1.4, (x) liquid Hydrocarbons shall be
deemed to be “from or attributable to” the Leases, Units and Wells when they pass through the
pipeline connecting into the storage facilities into which they are run and (y) gaseous
Hydrocarbons shall be deemed to be “from or attributable to” the Leases, Units and Wells when they
pass through the delivery point sales meters on the pipelines through which they are transported.
Seller shall utilize reasonable interpolative procedures to arrive at an allocation of Hydrocarbon
production when exact meter readings or gauging and strapping data is not available. Seller shall
provide to Purchaser, no later than five (5) Business Days prior to Closing, all data necessary to
support any estimated allocation, for purposes of establishing the adjustment to the Purchase Price
pursuant to Section 2.2 that will be used to determine the Closing Payment. Taxes, right-of-way
fees, insurance premiums and other Property Costs that are paid periodically shall be prorated
based on the number of days in the applicable period falling before and the number of days in the
applicable period falling at or after the Effective Time, except that Hydrocarbon production,
severance and similar Taxes shall be prorated based on the number of units actually produced,
purchased or sold or proceeds of sale, as applicable, before, and at or after, the Effective Time.
In each case, Purchaser shall be responsible for the portion allocated to the period at and after
the Effective Time and Seller shall be responsible for the portion allocated to the period before
the Effective Time.



Section 1.5 Delivery and Maintenance of Records.



(a) Seller, at Seller’s cost, shall use reasonable efforts to deliver the Records (FOB
Seller’s office) to Purchaser within sixty (60) days following Closing. Seller may retain original
Records of those items set forth in Section 1.2(l) and/or copies of any Records. If Seller elects
to retain original files, Purchaser will be provided with copies of same, at Seller’s cost.



(b) Purchaser, for a period of six (6) years following Closing, will (i) retain the Records
(but only to the extent Purchaser has been provided with originals), (ii) as to those Records for
which Seller has not retained the originals, provide Seller, its Affiliates, and its and their
officers, employees and representatives with access to the Records during normal business hours for
review and copying at Seller’s expense, and (iii) provide Seller, its Affiliates, and its and their
officers, employees and representatives with reasonable access, during normal business hours, to
materials received or produced after Closing relating to any Indemnity Claim made under Section
11.4 of this Agreement for review and copying at Seller’s expense.



ARTICLE 2

PURCHASE PRICE








Section 2.1 Purchase Price.



The purchase price for the Assets (the “Purchase Price”) shall be $17,000,000 adjusted as
provided in Section 2.2.



Section 2.2 Adjustments to Purchase Price.



The Purchase Price for the Assets shall be adjusted as follows with all such amounts being
determined in accordance with generally accepted accounting principles and Council of Petroleum
Accountants Society (COPAS) standards:



(a) Reduced by the aggregate amount of the following proceeds received by Seller between the
Effective Time and the Closing Date (with the period between the Effective Time and the Closing
Date referred to as the “Adjustment Period”): (i) proceeds from the sale of Hydrocarbons (net of
any royalties, overriding royalties or other burdens on or payable out of Hydrocarbon production,
gathering, processing and transportation costs and any Hydrocarbon production, severance, sales or
excise Taxes not reimbursed to Seller by the purchaser of Hydrocarbon production) produced from or
attributable to the Properties during the Adjustment Period, and (ii) other proceeds earned with
respect to the Assets during the Adjustment Period;



(b) Reduced to the extent provided in Section 7.7 with respect to Preference Rights and
Retained Assets;



(c) If Seller makes the election under Section 3.4(c)(i) with respect to a Title Defect,
subject to the Individual Title Deductible and the Aggregate Defect Deductible, reduced by the
Title Defect Amount with respect to such Title Defect if the Title Defect Amount has been
determined prior to Closing;



(d) Increased by the amount of all Property Costs and other costs attributable to the
ownership and operation of the Assets which are paid by Seller and incurred at or after the
Effective Time (including any overhead costs under Schedule 1.4 deemed charged to the Assets with
respect to the Adjustment Period even though not actually paid), except any Property Costs and
other such costs already deducted in the determination of proceeds in Section 2.2(a);



(e) Reduced to the extent provided in Section 3.4(c)(iii) for any Properties excluded from the
Assets pursuant to Section 3.4(c)(iii) and reduced to the extent provided in Section 4.3 for
Environmental Defects; and



(f) Increased or reduced as agreed upon in writing by Seller and Purchaser.



Each adjustment made pursuant to Section 2.2(a) shall serve to satisfy, up to the amount of
the adjustment, Purchaser’s entitlement under Section 1.4 to Hydrocarbon production from or
attributable to the Properties during the Adjustment Period, and to the value of other income,
proceeds, receipts and credits earned with respect to the Assets during the Adjustment Period, and
as such, Purchaser shall not have any separate rights to receive any Hydrocarbon production or
income, proceeds, receipts and credits with respect to which an adjustment has been made.
Similarly, the adjustment described in Section 2.2(d) shall serve to satisfy, up to the amount of
the adjustment, Purchaser’s obligation under Section 1.4 to pay Property Costs and other costs
attributable to the ownership and operation of the Assets which are incurred during the Adjustment
Period, and as such, Purchaser shall not be separately obligated to pay for any Property Costs or
other such costs with respect to which an adjustment has been made.



The Purchase Price less the Deposit provided for in Section 2.4, adjusted as set forth in (a)
through (f), shall be increased by simple interest thereon from the Effective Time to the Closing
Date, computed at the Agreed Interest Rate.



Section 2.3 Allocation of Purchase Price for Tax Purposes.



Purchaser and Seller agree that the Adjusted Purchase Price shall be allocated among the
Assets (all of which are Class V assets for purposes of Internal Revenue Service Form 8494), in
compliance with the principles of Section 1060 of the Internal Revenue Code of 1986, as amended
(the “Code”), and the Treasury regulations thereunder. In addition, concurrent with the execution
of this Agreement, Purchaser and Seller will allocate the unadjusted Purchase Price among the
Assets, which allocation of value shall be attached to this Agreement as Schedule 2.3. The “Tax
Allocated Value” for any Asset equals the portion of the unadjusted Purchase Price allocated to
such Asset on Schedule 2.3, increased or reduced as described in this Article 2. Any adjustments
to the Purchase Price, other than the adjustments provided for in Sections 2.2(b), 2.2(c) and
2.2(e), shall be applied on a pro rata basis to the amounts set forth on Schedule 2.3 for all
Assets. After all such adjustments are made, any adjustments to the Purchase Price pursuant to
Sections 2.2(b) and 2.2(c) shall be applied to the amounts set forth in Schedule 2.3 for the
particular affected Assets. After Seller and Purchaser have agreed on the Tax Allocated Values for
the Assets, Seller will be deemed to have accepted such Tax Allocated Values for purposes of this
Agreement and the transactions contemplated hereby, but otherwise makes no representation or
warranty as to the accuracy of such values. Seller and Purchaser agree (a) that the Tax Allocated
Values shall be used by Seller and Purchaser as the basis for reporting asset values and other
items for purposes of all federal, state, and local Tax Returns, including without limitation
Internal Revenue Service Form 8594 and (b) that neither they nor their Affiliates will take
positions inconsistent with the Tax Allocated Values in notices to Governmental Bodies or in audit
or other proceedings with respect to Taxes. Purchaser and Seller further agree that the portion of
Tax Allocated Values included in Schedule 2.3 attributable to tangible personal property shall
equal the Seller’s tax basis in such property on the Closing Date.



Section 2.4 Deposit.



Concurrently with the execution of this Agreement, Purchaser has paid to Seller an earnest
money deposit in an amount equal to twenty percent (20%) of the Purchase Price (the “Deposit”).
The Deposit shall be non-interest bearing and applied against the Purchase Price if the Closing
occurs or shall be otherwise distributed in accordance with the terms of this Agreement.



ARTICLE 3

TITLE MATTERS








Section 3.1 Seller’s Title.



(a) Except for the special warranty of title referenced in Section 3.1(b) and without limiting
Purchaser’s right to adjust the Purchase Price by operation of this Article 3, Seller makes no
warranty or representation, express, implied, statutory or otherwise, with respect to Seller’s
title to any of the Properties and Purchaser hereby acknowledges and agrees that Purchaser’s sole
remedy for any defect of title, including any Title Defect, with respect to any of the Properties
(i) before Closing, shall be Purchaser’s right to adjust the Purchase Price to the extent provided
in this Article 3 and (ii) after Closing, shall be pursuant to the special warranty of title
referenced in Section 3.1(b).



(b) The conveyance to be delivered by Seller to Purchaser shall (i) be substantially in the
form of Exhibit B (the “Conveyance”), (ii) cover all of the Assets, and (iii) contain a special
warranty of Defensible Title to the extent derived from the Leases by, through and under Seller but
not otherwise to the Wells and Units shown on Exhibit A-1, subject to the Permitted Encumbrances,
but shall otherwise be without warranty of title of any kind, express, implied or statutory or
otherwise.



(c) Purchaser shall not be entitled to protection under Seller’s special warranty of title in
the Conveyance against any Title Defect reported under this Article 3 and/or any Title Defect
disclosed to or known by Purchaser prior to the Title Claim Date.



(d) Notwithstanding anything herein provided to the contrary, if a Title Defect under this
Article 3 results from any matter which could also result in the breach of any representation or
warranty of Seller set forth in Article 5, then Purchaser shall only be entitled to assert such
matter (i) before Closing, as a Title Defect to the extent permitted by this Article 3, or (ii)
after Closing, as a breach of Seller’s special warranty of title contained in the Conveyance to the
extent permitted by this Section 3.1, and shall be precluded from also asserting such matter as the
basis of the breach of any such representation or warranty.



Section 3.2 Definition of Defensible Title.



As used in this Agreement, the term “Defensible Title” means that title of Seller with respect
to the Units shown in Exhibit A-1 that, except for and subject to Permitted Encumbrances:



(a) Entitles Seller to receive a share of the Hydrocarbons produced, saved and marketed from
any Well or Unit shown in Exhibit A-1 throughout the duration of the productive life of such Well
or Unit (after satisfaction of all royalties, overriding royalties, net profits interests or other
similar burdens on or measured by production of Hydrocarbons) (a “Net Revenue Interest”), of not
less than the Net Revenue Interest shown in Exhibit A-1 for such Well or Unit, except decreases in
connection with those operations in which Seller may after the Effective Time be a non-consenting
co-owner, decreases resulting from the establishment or amendment after the Effective Time of pools
or units, and decreases required to allow other working interest owners to make up past
underproduction or pipelines to make up past under deliveries, and except as stated in such Exhibit
A-1;



(b) Obligates Seller to bear a percentage of the costs and expenses for the maintenance and
development of, and operations relating to, any Well or Unit shown in Exhibit A-1 not greater than
the “working interest” shown in Exhibit A-1 for such Well or Unit without increase throughout the
productive life of such Well or Unit, except as stated in Exhibit A-1 and except for increases
resulting from contribution requirements with respect to non-consenting co-owners under applicable
operating agreements and increases that are accompanied by at least a proportionate increase in
Seller’s Net Revenue Interest; and



(c) Is free and clear of liens, encumbrances, obligations, security interests, irregularities,
pledges, or other defects.



As used in this Agreement, the term “Title Defect” means any lien, charge, encumbrance,
obligation (including contract obligation), defect, or other matter (including without limitation a
material discrepancy in Net Revenue Interest or working interest) that causes Seller not to have
Defensible Title in and to the Wells or Units shown in Exhibit A-1 as of the Effective Time.
Notwithstanding the foregoing, the following shall not be considered Title Defects:




	 	1.	 	defects based solely on (i) lack of information in Seller’s files, or (ii)
references to a document(s) if such document(s) is not in Seller’s files;






	 	2.	 	defects in the chain of title prior to January 1, 1950;






	 	3.	 	defects arising out of lack of corporate or other entity authorization unless
Purchaser provides affirmative evidence that the action was not authorized and results
in another party’s actual and superior claim of title to the relevant Property;






	 	4.	 	defects based on failure to record Leases issued by any state or federal
Governmental Body, or any assignments of such Leases, in the real property, conveyance
or other records of the county in which such Property is located;






	 	5.	 	defects based on a gap in Seller’s chain of title in the county records as to
Leases, unless such gap is affirmatively shown to exist in such records by an abstract
of title, title opinion or landman’s title chain which documents shall be included in a
Title Defect Notice;






	 	6.	 	defects that have been cured by applicable Laws of limitation or prescription;






	 	7.	 	any delay in delivering an assignment earned under a farmout, participation or
similar agreement unless Purchaser provides affirmative evidence that the farmor or
other third party record title holder has refused to deliver such assignment; and






	 	8.	 	defects disclosed to or known by Purchaser and/or its Affiliates prior to the
execution of this Agreement.





Section 3.3 Definition of Permitted Encumbrances.



As used herein, the term “Permitted Encumbrances” means any or all of the following:



(a) Royalties and any overriding royalties, reversionary interests and other burdens to the
extent that the net cumulative effect of such burdens does not reduce Seller’s Net Revenue Interest
below that shown in Exhibit A-1 or increase Seller’s working interest above that shown in Exhibit
A-1 without a corresponding increase in the Net Revenue Interest;



(b) All Leases, unit agreements, pooling agreements, operating agreements, Hydrocarbon
production sales contracts, division orders and other contracts, agreements and instruments
applicable to the Assets, to the extent that the net cumulative effect of such instruments does not
reduce Seller’s Net Revenue Interest below that shown in Exhibit A-1 or increase Seller’s working
interest above that shown in Exhibit A-1 without a corresponding increase in the Net Revenue
Interest;



(c) Preference Rights applicable to the Assets;



(d) Transfer Requirements applicable to the Assets;



(e) Liens for current Taxes or assessments not yet delinquent [or, if delinquent, being
contested in good faith by appropriate actions];



(f) Materialman’s, mechanic’s, repairman’s, employee’s, contractor’s, operator’s and other
similar liens or charges arising in the ordinary course of business for amounts not yet delinquent
(including any amounts being withheld as provided by Law), [or if delinquent, being contested in
good faith by appropriate actions];



(g) Rights of reassignment arising upon final intention to abandon or release the Assets, or
any of them;



(h) Easements, rights-of-way, servitudes, permits, surface leases and other rights in respect
of surface operations to the extent that they do not individually reduce Seller’s Net Revenue
Interest below that shown in Exhibit A-1 or increase Seller’s working interest above that shown in
Exhibit A-1 without a corresponding increase in Net Revenue Interest;



(i) All rights reserved to or vested in any Governmental Body to control or regulate any of
the Assets in any manner and all obligations and duties under all applicable Laws, or under any
franchise, grant, license or permit issued by any such Governmental Body;



(j) Any encumbrance on or affecting the Assets which is expressly assumed, bonded or paid by
Purchaser at or prior to Closing or which is discharged by Seller at or prior to Closing;



(k) Any matters shown on Exhibit A-1;




	 	(l)	 	Calls on Hydrocarbon production under existing Contracts;





(m) Any other liens, charges, encumbrances, defects or irregularities which do not,
individually or in the aggregate, materially interfere with the use or ownership of the Assets
subject thereto or affected thereby (as currently used or owned), which would be accepted by a
reasonably prudent purchaser engaged in the business of owning and operating oil and gas
properties, and which do not reduce Seller’s Net Revenue Interest below that shown in Exhibit A-1,
or increase Seller’s working interest above that shown in Exhibit A-1 without a corresponding
increase in Net Revenue Interest;



(n) Matters that would otherwise be considered Title Defects but that do not meet the
Individual Title Deductible set forth in Section 3.4(g); and



	 	 	 
	(o)Liens granted under applicable joint operating agreements.

	Section 3.4

	 	Notice of Title Defect Adjustments.
	
 
	 	 






(a) To assert a claim of a Title Defect, Purchaser must deliver claim notices to Seller (each
a “Title Defect Notice”) on or before September 14, 2012 (the “Title Claim Date”). Each Title
Defect Notice shall be in writing and shall include (i) a description of the alleged Title
Defect(s), (ii) the Units affected by the Title Defect (each a “Title Defect Property”), (iii) the
Allocated Value of each Title Defect Property, (iv) supporting documents reasonably necessary for
Seller (as well as any title attorney or examiner hired by Seller) to verify the existence of the
alleged Title Defect(s), and (v) the amount by which Purchaser reasonably believes the Allocated
Value of each Title Defect Property is reduced by the alleged Title Defect(s) and the computations
and information upon which Purchaser’s belief is based. Notwithstanding any other provision of this
Agreement to the contrary, Purchaser shall be deemed to have waived its right to assert Title
Defects that Seller has not been given notice on or before the Title Claim Date. For purposes of
this Agreement, the term “Allocated Value” shall mean the portion of the Purchase Price that has
been allocated to a Unit in Exhibit A-1.



(b) Seller shall have the right, but not the obligation, to attempt, at its sole cost, to cure
or remove at any time prior to Closing (the “Cure Period”), unless the parties otherwise agree, any
Title Defects of which it has been advised by Purchaser.



	 	 	 
	(c)
	 	Remedies for Title Defects.

	 	 	In the event that any Title Defect is not waived by Purchaser or cured on

or before Closing, Seller shall, at its sole election, elect to:








(i) subject to the Individual Title Deductible and the Aggregate Title
Deductible, reduce the Purchase Price by an amount agreed upon (“Title Defect
Amount”) pursuant to Section 3.4(e) or 3.4(f) by Purchaser and Seller as being the
value of such Title Defect, taking into consideration the Allocated Value of the
Property subject to such Title Defect, the portion of the Property subject to such
Title Defect and the legal effect of such Title Defect on the Property affected
thereby; provided, however, that the methodology, terms and conditions of Section
3.4(e) shall control any such determination;




(ii) indemnify Purchaser against all liability, loss, cost and expense
resulting from such Title Defect pursuant to an indemnity agreement in the form
attached hereto as Exhibit C; or




(iii) retain the entirety of the Property that is subject to such Title Defect,
together with all associated Assets, in which event the Purchase Price shall be
reduced by an amount equal to the Allocated Value of such Property.







(d) Section 3.4(c) shall be the exclusive right and remedy of Purchaser with respect to Title
Defects asserted by Purchaser pursuant to Section 3.4.



(e) The Title Defect Amount resulting from a Title Defect shall be the amount by which the
Allocated Value of the Title Defect Property affected by such Title Defect is reduced as a result
of the existence of such Title Defect and shall be determined in accordance with the following
methodology, terms and conditions:




(i) if Purchaser and Seller agree on the Title Defect Amount, that amount shall
be the Title Defect Amount;




(ii) if the Title Defect is a lien, encumbrance or other charge which is
undisputed and liquidated in amount, then the Title Defect Amount shall be the
amount necessary to be paid to remove the Title Defect from the Title Defect
Property;




(iii) if the Title Defect represents a discrepancy between (A) the Net Revenue
Interest for any Title Defect Property and (B) the Net Revenue Interest stated on
Exhibit A-1, then the Title Defect Amount shall be the product of the Allocated
Value of such Title Defect Property multiplied by a fraction, the numerator of which
is the Net Revenue Interest decrease and the denominator of which is the Net Revenue
Interest stated on Exhibit A-1;




(iv) if the Title Defect represents an obligation, encumbrance, burden or
charge upon or other defect in title to the Title Defect Property of a type not
described in subsections (i), (ii) or (iii) above, the Title Defect Amount shall be
determined by taking into account the Allocated Value of the Title Defect Property,
the portion of the Title Defect Property affected by the Title Defect, the legal
effect of the Title Defect, the potential economic effect of the Title Defect over
the life of the Title Defect Property, the values placed upon the Title Defect by
Purchaser and Seller and such other factors as are necessary to make a proper
evaluation; and




(v) notwithstanding anything to the contrary in this Article 3, the aggregate
Title Defect Amounts attributable to the effects of all Title Defects upon any Title
Defect Property shall not exceed the Allocated Value of the Title Defect Property.



(f) Seller and Purchaser shall attempt to agree on all Title Defect Amounts prior to Closing.
If Seller and Purchaser are unable to agree by Closing, the Title Defect Amounts in dispute shall
be exclusively and finally resolved by arbitration pursuant to this Section 3.4(f). There shall be
a single arbitrator, who shall be a title attorney with at least ten (10) years’ experience in oil
and gas titles involving properties in the regional area in which the Properties are located, as
selected by mutual agreement of Purchaser and Seller within fifteen (15) Business Days after the
end of the Cure Period, and absent such agreement, by the Houston office of the American
Arbitration Association (the “Title Arbitrator”). The arbitration proceeding shall be held in
Denver, Colorado and shall be conducted in accordance with the Commercial Arbitration Rules of the
American Arbitration Association, to the extent such rules do not conflict with the terms of this
Section. The Title Arbitrator’s determination shall be made within fifteen (15) Business Days after
submission of the matters in dispute and shall be final and binding upon both parties, without
right of appeal. In making his determination, the Title Arbitrator shall be bound by the rules set
forth in Section 3.4(e) and may consider such other matters as in the opinion of the Title
Arbitrator are necessary or helpful to make a proper determination. Additionally, the Title
Arbitrator may consult with and engage disinterested third parties to advise the arbitrator,
including without limitation petroleum engineers. The Title Arbitrator shall act as an expert for
the limited purpose of determining the specific disputed Title Defect Amounts submitted by either
party and may not award damages, interest or penalties to either party with respect to any matter.
Seller and Purchaser shall each bear its own legal fees and other costs of presenting its case.
Each party shall bear one-half of the costs and expenses of the Title Arbitrator, including any
costs incurred by the Title Arbitrator that are attributable to such third party consultation.
Within ten (10) days after the Title Arbitrator delivers written notice to Purchaser and Seller of
his award with respect to a Title Defect Amount, (i) Purchaser shall pay to Seller the amount, if
any, so awarded by the Title Arbitrator to Seller and (ii) Seller shall pay to Purchaser the
amount, if any, so awarded by the Title Arbitrator to Purchaser.



(g) Notwithstanding anything to the contrary, (i) in no event shall there be any adjustments
to the Purchase Price or other remedies provided by Seller for individual Title Defects that do not
exceed $50,000 (“Individual Title Deductible”); and (ii) in no event shall there be any adjustments
to the Purchase Price or other remedies provided by Seller for Title Defects unless the aggregate
Title Defect Amounts attributable to all uncured Title Defects, taken together with the aggregate
Environmental Defect Amounts attributable to all uncured Environmental Defects, exceeds a
deductible in an amount equal to five percent (5%) of the Purchase Price (“Aggregate Defect
Deductible”), after which point adjustments to the Purchase Price or other remedies shall be made
or available to Purchaser only with respect to uncured Title Defects and uncured Environmental
Defects where the aggregate Title Defect Amounts and Environmental Defect Amounts attributable
thereto are in excess of such Aggregate Defect Deductible.



Section 3.5 Casualty or Condemnation Loss.



(a) From and after the Effective Time, Purchaser shall assume all risk of loss with respect
to, and any change in the condition of, the Assets (other than a change in the condition of the
assets due to Seller’s negligence or failure to comply with the provisions of Section 7.6) and for
production of Hydrocarbons from the Assets through normal depletion (including but not limited to
the watering out of any Well, collapsed casing or sand infiltration of any Well) and the
depreciation of personal property included in the Assets due to ordinary wear and tear.



(b) Subject to the provisions of Sections 8.1(f) and 8.2(f), if, after the date of this
Agreement but prior to the Closing Date, any portion of the Assets is destroyed by fire or other
casualty or is taken in condemnation or under right of eminent domain, and the loss as a result of
such individual casualty or taking exceeds ten percent (10%) of the Purchase Price, Purchaser shall
nevertheless be required to close and Seller shall elect by written notice to Purchaser prior to
Closing either (i) to cause the Assets affected by any casualty or taking to be repaired or
restored to at least its condition prior to such casualty, at Seller’s sole cost, as promptly as
reasonably practicable (which work may extend after the Closing Date), (ii) to indemnify Purchaser
through a document reasonably acceptable to Seller and Purchaser against any costs or expenses that
Purchaser reasonably incurs to repair the Assets subject to any casualty or taking or (iii) to
treat such casualty or taking as a Title Defect with respect to the affected Property or Properties
under Section 3.4. In each case, Seller shall retain all rights to insurance and other claims
against third parties with respect to the casualty or taking except to the extent the parties
otherwise agree in writing.



(c) If, after the date of this Agreement but prior to the Closing Date, any portion of the Assets
is destroyed by fire or other casualty or is taken in condemnation or under right of eminent
domain, and the loss as a result of such individual casualty or taking is ten percent (10%) or less
of the Purchase Price, Purchaser shall nevertheless be required to close and Seller shall, at
Closing, pay to Purchaser all sums paid to Seller by third parties by reason of such casualty or
taking and shall assign, transfer and set over to Purchaser or subrogate Purchaser to all of
Seller’s right, title and interest (if any) in insurance claims, unpaid awards, and other rights
against third parties (other than Affiliates of Seller and its and their directors, officers,
employees and agents) arising out of the casualty or taking.



Section 3.6 Limitations on Applicability.



The right of Purchaser to assert a Title Defect under this Agreement shall terminate as of the
Title Claim Date, provided there shall be no termination of Purchaser’s or Seller’s rights under
Section 3.4 with respect to any bona fide Title Defect properly reported in a Title Defect Notice
on or before the Title Claim Date. Thereafter, Purchaser’s sole and exclusive rights and remedies
with regard to title to the Assets shall be as set forth in, and arising under, the Conveyance
transferring certain Assets from Seller to Purchaser.



Section 3.7 Government Approvals Respecting Assets.



(a) Federal and State Approvals. Purchaser shall, within thirty (30) days after
Closing and at its own expense, file for approval with the applicable government agencies all
assignment documents and other state and federal transfer documents required to effectuate the
transfer of the Assets. Purchaser further agrees promptly after Closing to take all other actions
reasonably required of it by federal or state agencies having jurisdiction to obtain all requisite
regulatory approvals with respect to this transaction, and to use its commercially reasonable
efforts to obtain the approval by such federal or state agencies, as applicable, of Seller’s
assignment documents requiring federal or state approval in order for Purchaser to be recognized by
the federal or state agencies as the owner of the Assets. Purchaser shall provide Seller with the
resignation and designation of operator instruments, and approved copies of the assignment
documents and other state and federal transfer documents, as soon as they are available.



(b) Title Pending Governmental Approvals. Until all of the governmental approvals
provided for in Section 3.7(a) have been obtained, the following shall occur with respect to the
affected portion of the Assets:




(i) Seller shall continue to hold record title to the affected Leases and other
affected portion of the Assets as nominee for Purchaser;




(ii) Purchaser shall be responsible for all assumed obligations with respect to the
affected Leases and other affected portion of the Assets as if Purchaser was the record
owner of such Leases and other portion of the Assets as of the Effective Time; and




(iii) Seller shall act as Purchaser’s nominee but shall be authorized to act only upon
and in accordance with Purchaser’s instructions, and Seller shall have no authority,
responsibility or discretion to perform any tasks or functions with respect to the affected
Leases and other affected portion of the Assets other than those which are purely
administrative or ministerial in nature, unless otherwise specifically requested and
authorized by Purchaser in writing.



(c) Denial of Required Governmental Approvals. If the federal or state agency fails
to do so within twenty-four (24) months after the Closing, Seller may continue to hold record title
to the affected Leases and other affected Assets as Purchaser’s nominee or at Seller’s option it
may terminate this Agreement and all its obligations hereunder as to the affected Leases and other
affected portion of the Assets by giving sixty (60) days written notice to Purchaser. Upon such
termination: (i) this Agreement shall be null and void and terminated as to the affected Leases
and other affected portion of the Assets, (ii) Purchaser shall immediately reassign and return to
Seller the assignment documents and any and all other documents, materials and data previously
delivered to Purchaser with respect to the affected Leases and other affected portion of the
Assets, and (iii) Seller shall pay to Purchaser the Allocated Value of the affected Property,
without interest, less the proceeds of Hydrocarbon production received by Purchaser (which shall be
retained by Purchaser as its sole property) net of all expenses, overhead, royalties, and costs of
operations (including plugging and abandonment expenses but excluding mortgage interest and any
burdens, liens, or encumbrances created by Purchaser which must be released prior to this payment)
attributable to the affected Leases or other affected portion of the Assets from the Effective Time
forward. In no event, however, shall Seller ever be required to reimburse Purchaser for any
expenditures associated with workovers, recompletions, sidetracks, or the drilling, completion or
plugging and abandonment of wells drilled or work performed by Seller.



ARTICLE 4

ENVIRONMENTAL MATTERS




Section 4.1 Assessment.



Upon notice to Seller, Purchaser shall, subject to the provisions of Section 11.4(b)(vi), have
the right to conduct an environmental assessment of all or any portion of the Properties (the
“Assessment”) to be conducted by a reputable environmental consulting or engineering firm approved
in advance in writing by Seller but only to the extent that Seller may grant such right without
violating any obligations to any third party. The Assessment shall be conducted at the sole cost
and expense of Purchaser, and shall be subject to the indemnity provisions of Section 4.4 and
Section 11.4(b)(vi). Prior to conducting any sampling, boring, drilling or other invasive
investigative activity with respect to the Properties (“Invasive Activity”), Purchaser shall
furnish for Seller’s review a proposed scope of such Invasive Activity, including a description of
the activities to be conducted and a description of the approximate locations of such activities.
If any of the proposed activities may unreasonably interfere with normal operation of the
Properties, Seller may request an appropriate modification of the proposed Invasive Activity.
Seller shall have the right to be present during any Assessment of the Properties and shall have
the right, at its option and expense, to split samples with Purchaser. After completing any
Assessment of the Properties, Purchaser shall, at its sole cost and expense, restore the Properties
to their condition prior to the commencement of such Assessment, unless Seller requests otherwise,
and shall promptly dispose of all drill cuttings, corings, or other investigative-derived wastes
generated in the course of the Assessment. Purchaser shall maintain, and shall cause its officers,
employees, representatives, consultants and advisors to maintain, all information obtained by
Purchaser pursuant to any Assessment or other due diligence activity as strictly confidential in
perpetuity, unless disclosure of any facts discovered through such Assessment is required under any
Environmental Laws. Purchaser shall provide Seller with a copy of the final draft of all
environmental reports prepared by, or on behalf of, Purchaser with respect to any Assessment or
Invasive Activity conducted on the Properties. In the event that any necessary disclosures under
applicable Environmental Laws are required with respect to matters discovered by any Assessment
conducted by, for or on behalf of Purchaser, Purchaser agrees that prior to the Closing Date Seller
shall be the responsible party for disclosing such matters to the appropriate Governmental Bodies.




Section 4.2 NORM, Wastes and Other Substances.



Purchaser acknowledges that the Assets have been used for exploration, development,
production and transportation of Hydrocarbons and that there may be petroleum, produced water,
wastes, or other substances or materials located in, on or under the Properties or associated with
the Assets. Equipment and sites included in the Assets may contain asbestos, hazardous substances,
or NORM. NORM may affix or attach itself to the inside of wells, materials, and equipment as
scale, or in other forms. The wells, materials, and equipment located on the Properties or
included in the Assets may contain NORM and other wastes or hazardous substances. NORM containing
material and/or other wastes or hazardous substances may have come in contact with various
environmental media, including without limitation, water, soils or sediment. Special procedures
may be required for the assessment, remediation, removal, transportation, or disposal of
environmental media, wastes, asbestos, hazardous substances, and NORM from the Assets.




Section 4.3 Environmental Defects.



If, as a result of the Assessment conducted by Purchaser pursuant to Section 4.1, Purchaser
determines that with respect to the Properties, there exists a violation of an Environmental Law
(other than with respect to NORM and the matters set forth on Schedule 4.3) (in each case, an
“Environmental Defect”), then on or prior to September 14, , 2012 (the “Environmental
Claim Date”), Purchaser may notify Seller in writing of such Environmental Defect (an
“Environmental Defect Notice”). For all purposes of this Agreement, Purchaser shall be deemed to
have waived its right to assert any Environmental Defect that Seller has not been given notice on
or before the Environmental Claim Date. To be effective, each such notice shall set forth (a) a
description of the matter constituting the alleged Environmental Defect, (b) the Properties
affected by the Environmental Defect, (c) the estimated Lowest Cost Response to eliminate the
Environmental Defect in question (the “Environmental Defect Amount”), and (d) supporting documents
reasonably necessary for Seller to verify the existence of the alleged Environmental Defect and the
Environmental Defect Amount. Seller shall have the right, but not the obligation, to cure any
Environmental Defect before Closing or, provided that the parties shall have agreed to the general
plan of remediation with respect to such Environmental Defect and the time period by which such
remediation shall take place, after Closing. If Seller disagrees with any of Purchaser’s
assertions with respect to the existence of an Environmental Defect or the Environmental Defect
Amount, Purchaser and Seller will attempt to resolve the dispute prior to Closing. If the dispute
cannot be resolved within ten (10) days after the first meeting of Purchaser and Seller, either
party may submit the dispute to an environmental consultant approved in writing by Seller and
Purchaser that is experienced in environmental corrective action at oil and gas properties in the
relevant jurisdiction and that shall not have performed professional services for either party or
any of their respective Affiliates during the previous five years (the “Independent Expert”). The
Independent Expert may elect to conduct the dispute resolution proceeding by written submissions
from Purchaser and Seller with exhibits, including interrogatories, supplemented with appearances
by Purchaser and Seller, if necessary, as the Independent Expert may deem necessary. After the
parties and Independent Expert have had the opportunity to review all such submissions, the
Independent Expert shall call for a final, written offer of resolution from each party. The
Independent Expert shall render its decision within twenty (20) Business Days of receiving such
offers by selecting one or the other of the offers. The Independent Expert may not award damages,
interest or penalties to either party with respect to any matter. The decision of the Independent
Expert shall be final and binding upon both parties, without right of appeal. Seller and Purchaser
shall each bear its own legal fees and other costs of presenting its case to the Independent
Expert. Each party shall bear one-half of the costs and expenses of the Independent Expert. The
parties shall adjust the Purchase Price to reflect the Environmental Defect Amounts, as agreed by
the parties or as determined by the Independent Expert, for all uncured Environmental Defects;
provided, that notwithstanding anything to the contrary, (i) in no event shall there be any
adjustments to the Purchase Price for any individual uncured Environmental Defect for which the
Environmental Defect Amount therefore does not exceed $25,000 (“Individual Environmental
Deductible”). To the extent the Independent Expert fails to determine any disputed Environmental
Defect Amounts prior to Closing, then, within ten (10) days after the Independent Expert delivers
written notice to Purchaser and Seller of his award with respect to an Environmental Defect Amount,
Seller shall pay to Purchaser the amount, if any, so awarded by the Independent Examiner, plus
interest payable on such amount at the Agreed Interest Rate from (but not including) the Closing
Date to (and including) the date on which such amount is paid to Purchaser.




Section 4.4 Inspection Indemnity.



PURCHASER HEREBY AGREES TO DEFEND, INDEMNIFY, RELEASE, PROTECT, SAVE AND HOLD HARMLESS THE
SELLER INDEMNITEES FROM AND AGAINST ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO ANY DUE
DILIGENCE ACTIVITY CONDUCTED BY PURCHASER OR ITS AGENTS, WHETHER BEFORE OR AFTER THE EXECUTION OF
THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS RESULTING, IN WHOLE OR IN PART, FROM THE
NEGLIGENCE.



ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF SELLER




Section 5.1 Generally.



(a) Any representation or warranty qualified “to the knowledge of Seller” or “to Seller’s
knowledge” or with any similar knowledge qualification is limited to matters within the actual
knowledge of the officers of Seller. “Actual knowledge” for purposes of this Agreement means
information actually personally known by such officers.



(b) Inclusion of a matter on a Schedule to a representation or warranty which addresses
matters having a Material Adverse Effect shall not be deemed an indication that such matter does,
or may, have a Material Adverse Effect. Likewise, the inclusion of a matter on a Schedule in
relation to a representation or warranty shall not be deemed an indication that such matter
necessarily would, or may, breach such representation or warranty absent its inclusion on such
Schedule. Matters may be disclosed on a Schedule to this Agreement for purposes of information
only.



(c) Subject to the foregoing provisions of this Section 5.1, the disclaimers and waivers
contained in Sections 11.8 and 11.9 and the other terms and conditions of this Agreement, Seller
represents and warrants to Purchaser the matters set out in Sections 5.2 through 5.18.



Section 5.2 Existence and Qualification.



Seller is a corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware and is duly qualified to do business as a foreign corporation where the
Assets are located.



Section 5.3 Power.



Seller has the corporate power and authority to enter into and perform this Agreement and each
other agreement, instrument or document executed or to be executed by Seller in connection with the
transactions contemplated hereby and to consummate the transactions contemplated by this Agreement.
The execution, delivery, and performance by Seller of this Agreement and each other agreement,
instrument, or document executed or to be executed by Seller in connection with the transactions
contemplated hereby to which it is a party, and the consummation by it of the transactions
contemplated hereby and thereby, have been duly authorized by all necessary action of Seller.



Section 5.4 Authorization and Enforceability.



The execution, delivery and performance of this Agreement, and the performance of this
Agreement and each other agreement, instrument, or document executed or to be executed by Seller in
connection with the transactions contemplated hereby, and the consummation by it of the
transactions contemplated hereby and thereby, have been duly and validly authorized by all
necessary corporate action on the part of Seller. This Agreement has been duly executed and
delivered by Seller (and all documents required hereunder to be executed and delivered by Seller at
Closing will be duly executed and delivered by Seller) and this Agreement constitutes, and at the
Closing such documents will constitute, the valid and legally binding obligations of Seller,
enforceable against Seller in accordance with their terms except as such enforceability may be
limited by applicable bankruptcy or other similar Laws affecting the rights and remedies of
creditors generally as well as to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).



Section 5.5 No Conflicts.



To Seller’s knowledge, subject to compliance with the Preference Rights and Transfer
Requirements set forth in Schedule 5.13, the execution, delivery and performance of this Agreement
by Seller, and the transactions contemplated by this Agreement will not (a) violate any provision
of the certificate of incorporation or bylaws of Seller, (b) result in default (with due notice or
lapse of time or both) or the creation of any lien or encumbrance or give rise to any right of
termination, cancellation or acceleration under any of the terms, conditions or provisions of any
note, bond, mortgage, indenture, license or agreement to which Seller is a party or which affect
the Assets, (c) violate any judgment, order, ruling, or decree applicable to Seller as a party in
interest, (d) violate any Laws applicable to Seller or any of the Assets, except for rights to
consent by, required notices to, filings with, approval or authorizations of, or other actions by
any Governmental Body where the same are not required prior to the assignment of the related Asset
or they are customarily obtained subsequent to the sale or conveyance thereofand (ii) any matters
described in clauses (b), (c) or (d) above which would not have a Material Adverse Effect.



Section 5.6 Liability for Brokers’ Fees.



Purchaser shall not directly or indirectly have any responsibility, liability or expense, as a
result of undertakings or agreements of Seller, for brokerage fees, finder’s fees, agent’s
commissions or other similar forms of compensation in connection with this Agreement or any
agreement or transaction contemplated hereby.



Section 5.7 Litigation.



Except as set forth in Schedule 5.7, no action, suit, or other legal proceeding before any
Governmental Body or arbitrator is pending or, to Seller’s knowledge, threatened to which Seller is
a party and which relates to the Assets or the transactions contemplated hereby.



Section 5.8 Taxes and Assessments.



With respect to all Taxes related to the Assets, (a) all reports, returns, statements
(including estimated reports, returns or statements), and other similar filings (the “Tax Returns”)
relating to the Assets required to be filed by Seller with respect to such Taxes have been timely
filed with the appropriate Governmental Body in all jurisdictions in which such Tax Returns are
required to be filed; (b) such Tax Returns are true and correct in all material respects; and (c)
all Taxes (whether or not reported on such Tax Returns) have been paid, except those identified on
Schedule 5.8(a) which are being contested in good faith.



With respect to all Taxes related to the Assets, except as set forth on Schedule 5.8(b), (a)
there are not currently in effect any extension or waiver of any statute of limitations of any
jurisdiction regarding the assessment or collection of any such Tax; (b) there are no
administrative proceedings or lawsuits pending against the Assets or Seller by any taxing
authority; and (c) there are no Tax liens on any of the Assets except for liens for Taxes not yet
due.



Section 5.9 Compliance with Laws.



Except as disclosed on Schedule 5.9, the Assets are, and the operation of the Assets is, in
compliance with the provisions and requirements of all Laws of all Governmental Bodies having
jurisdiction with respect to the Assets, or the ownership, operation, development, maintenance, or
use of any thereof, except where the failure to so comply would not have a Material Adverse Effect.
Notwithstanding the foregoing, Seller makes no representation or warranty, express or implied,
under this Section relating to any Environmental Liabilities or Environmental Law.



Section 5.10 Contracts.



The Contracts listed on Schedule 1.2(e) constitute all of the material contracts and
agreements related to the Assets and Seller is in compliance with, and not in breach or default of
its obligations under, all such Contracts except as disclosed on Schedule 5.10(a) and except such
non-compliance as would not, individually or the aggregate would not have a Material Adverse
Effect. To the knowledge of Seller, all Contracts are in full force and effect and constitute valid
and legally binding obligations of the parties thereto and no breach or default under any Contract
by any party thereto (other than Seller) exists. Schedule 5.10(b) sets forth all of the following
contracts and agreements to which any of the Assets will be bound as of the Closing: (i) any
agreement with any Affiliate of Seller; (ii) any agreement or contract for the sale, exchange, or
other disposition of Hydrocarbons produced from or attributable to Seller’s interest in the Assets
that is not cancelable without penalty or other material payment on not more than 30 days prior
written notice; and (iii) any tax partnership agreement of or binding upon Seller affecting any of
the Assets.



Section 5.11 Payments for Hydrocarbon Production.



Except as set forth on Schedule 5.11, to the knowledge of Seller, all rentals, royalties,
excess royalty, overriding royalty interests, Hydrocarbon production payments, and other payments
due and/or payable by Seller to overriding royalty holders and other interest owners on or prior to
the Effective Time under or with respect to the Assets and the Hydrocarbons produced therefrom or
attributable thereto, have been paid.



Section 5.12 Governmental Authorizations.



 



To Seller’s knowledge, except as disclosed on Schedule 5.12, Seller has obtained and is
maintaining all federal, state and local governmental licenses, permits, franchises, orders,
exemptions, variances, waivers, authorizations, certificates, consents, rights, privileges and
applications therefor (the “Governmental Authorizations”) that are presently necessary or required
for the ownership and operation of the Assets as currently owned and operated, the loss of which
would, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of
Seller, except as disclosed in Schedule 5.7 or Schedule 5.12 and except as would not, individually
or in the aggregate, have a Material Adverse Effect, (i) Seller has operated the Assets in
accordance with the conditions and provisions of such Governmental Authorizations, except as would
not, individually or in the aggregate, have a Material Adverse Effect, and (ii) no written notices
of violation have been received by Seller, and no proceedings are pending or threatened in writing
that might result in any modification, revocation, termination or suspension of any such
Governmental Authorizations or which would require any corrective or remediation action by Seller.



Section 5.13 Preference Rights and Transfer Requirements.



To Seller’s knowledge, none of the Assets, or any portion thereof, is subject to any
Preference Right or Transfer Requirement which are applicable to the transactions contemplated by
this Agreement, except for Preference Rights and Transfer Requirements set forth on Schedule 5.13.



Section 5.14 Outstanding Capital Commitments.



As of the date hereof, there are no outstanding AFEs or other commitments to make capital
expenditures which are binding on the Assets and which Seller reasonably anticipates will
individually require expenditures by the owner of the Assets after the Closing Date in excess of
$50,000 other than those shown on Schedule 5.14.



Section 5.15 Condemnation.



To Seller’s knowledge, there is no actual or threatened taking (whether permanent, temporary,
whole or partial) of any part of the Properties by reason of condemnation or the threat of
condemnation.



Section 5.16 Bankruptcy.



To Seller’s knowledge, there are no bankruptcy, reorganization, or similar arrangement
proceedings pending, being contemplated by or threatened against Seller or any Affiliate of Seller.



Section 5.17 NGA.



No consent is required in connection with the transaction contemplated hereby under the
Natural Gas Policy Act of 1978, as amended. Seller is not an interstate pipeline company within the
meaning of the Natural Gas Act of 1938.



Section 5.18 Investment Company.



Seller is not an investment company or a company controlled by an investment company within
the meaning of the Investment Company Act of 1940, as amended.







Section 5.19 Limited Title.



(a) The Leases forming any part of the Properties are in full force and effect and are valid
and legally binding agreements among the parties thereto, their successors and assigns, enforceable
in accordance with their terms in all material respects except for applicable bankruptcy and
insolvency laws. All rentals, royalties and other payments due and payable under any such Leases
forming a part of the Properties have been properly and timely paid and all other obligations under
such leases and related agreements attendant to the ownership of the Properties have been met.



(b) There are no back-in, reversionary or similar interests (the vesting of which is subject
to future production) held by third parties which would reduce the interest being conveyed to
Purchaser in the Properties from that shown on Exhibit A, A-1.




As to those Assets other than the Properties, Seller has good and marketable title to such
Assets, free and clear of any liens, claims or encumbrances. The Assets other than the
Properties are in good working condition, normal wear and tear excepted, and have been
maintained so as to be reasonably adequate for normal operations.



Section 5.20 Areas of Mutual Interest; Tax Partnerships.



Except as set forth in Schedule 5.20, none of the Assets is subject to (or has related to it) any
area of mutual interest (or similar) agreement or any tax partnership.



ARTICLE 6

REPRESENTATIONS AND WARRANTIES OF PURCHASER








Purchaser represents and warrants to Seller the following:



Section 6.1 Existence and Qualification.



Purchaser is a corporation duly organized, validly existing and in good standing under the
laws of the state of Maryland; and Purchaser is duly qualified to do business as a foreign
corporation in every jurisdiction in which it is required to qualify in order to conduct its
business except where the failure to so qualify would not have a material adverse effect on
Purchaser or its properties; and Purchaser is duly qualified to do business as a foreign
corporation in the respective jurisdictions where the Assets are located.



Section 6.2 Power.



Purchaser has the corporate power and authority to enter into and perform this Agreement and
each other agreement, instrument or document executed or to be executed by Purchaser in connection
with the transactions contemplated hereby and to consummate the transactions contemplated by this
Agreement. The execution, delivery, and performance by Purchaser of this Agreement and each other
agreement, instrument, or document executed or to be executed by Purchaser in connection with the
transactions contemplated hereby to which it is a party, and the consummation by it of the
transactions contemplated hereby and thereby, have been duly authorized by all necessary action of
Purchaser.



Section 6.3 Authorization and Enforceability.



 



The execution, delivery and performance of this Agreement, and the performance of this
Agreement and each other agreement, instrument, or document executed or to be executed by Purchaser
in connection with the transactions contemplated hereby, and the consummation by it of the
transactions contemplated hereby and thereby,, have been duly and validly authorized by all
necessary corporate action on the part of Purchaser. This Agreement has been duly executed and
delivered by Purchaser (and all documents required hereunder to be executed and delivered by
Purchaser at Closing will be duly executed and delivered by Purchaser) and this Agreement
constitutes, and at the Closing such documents will constitute, the valid and binding obligations
of Purchaser, enforceable in accordance with their terms except as such enforceability may be
limited by applicable bankruptcy or other similar Laws affecting the rights and remedies of
creditors generally as well as to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).



Section 6.4 No Conflicts.



The execution, delivery and performance of this Agreement by Purchaser, and the transactions
contemplated by this Agreement will not (a) violate any provision of the [certificate of
incorporation, bylaws, certificate of formation, limited liability company agreement, limited
partnership agreement] or other governing document of Purchaser, (b) result in a default (with due
notice or lapse of time or both) or the creation of any lien or encumbrance or give rise to any
right of termination, cancellation or acceleration under any of the terms, conditions or provisions
of any note, bond, mortgage, indenture, license or agreement to which Purchaser is a party, (c)
violate any judgment, order, ruling, or regulation applicable to Purchaser as a party in interest,
(d) violate any Law applicable to Purchaser or any of its assets, or (e) require any filing with,
notification of or consent, approval or authorization of any Governmental Body or authority, except
any matters described in clauses (b), (c), (d) or (e) above which would not have a material adverse
effect on Purchaser or the transactions contemplated hereby.



Section 6.5 Liability for Brokers’ Fees.



Seller shall not directly or indirectly have any responsibility, liability or expense, as a
result of undertakings or agreements of Purchaser, for brokerage fees, finder’s fees, agent’s
commissions or other similar forms of compensation in connection with this Agreement or any
agreement or transaction contemplated hereby.



Section 6.6 Litigation.



There are no actions, suits or proceedings pending, or to the actual knowledge of Purchaser’s
officers, threatened in writing before any Governmental Body or arbitrator against Purchaser or any
Affiliate of Purchaser which are reasonably likely to impair materially Purchaser’s ability to
perform its obligations under this Agreement.



Section 6.7 Financing.



Purchaser has sufficient cash, available lines of credit or other sources of immediately
available funds (in United States dollars) to enable it to pay the Closing Payment to Seller at the
Closing.



Section 6.8 Performance Assurances.



Purchaser has the authority and ability to provide performance assurances to Seller to enable
Purchaser to meet the obligations contained in Section 7.10.



Section 6.9 Limitation.



Except for the representations and warranties expressly made by Seller in Article 5 of this
Agreement, or confirmed in any certificate furnished or to be furnished to Purchaser pursuant to
this Agreement, Purchaser represents and acknowledges that (a) there are no representations or
warranties, express, statutory or implied, as to the Assets or prospects thereof, and (b) Purchaser
has not relied upon any oral or written information provided by Seller. Without limiting the
generality of the foregoing, Purchaser represents and acknowledges that Seller has made and will
make no representation or warranty regarding any matter or circumstance relating to Environmental
Laws, Environmental Liabilities, the release of materials into the environment or protection of
human health, safety, natural resources or the environment or any other environmental condition of
the Assets. Purchaser further represents and acknowledges that it is knowledgeable of the oil and
gas business and of the usual and customary practices of producers such as Seller and that it has
had access to the Assets, the officers and employees of Seller, and the books, records and files of
Seller relating to the Assets, and in making the decision to enter into this Agreement and
consummate the transactions contemplated hereby, Purchaser has relied solely on the basis of its
own independent due diligence investigation of the Assets.



Section 6.10 Investment Intent.



Purchaser is acquiring the Assets for its own account for use in its trade or business, and
not with a view toward or for sale associated with any distribution thereof, nor with any present
intention of making a distribution thereof within the meaning of the Securities Act of 1933, as
amended and applicable state securities laws.



Section 6.11 Bankruptcy.



There are no bankruptcy, reorganization or receivership proceedings pending against,
being contemplated by, or threatened against Purchaser.



Section 6.12 Qualification.



Purchaser is now, and hereafter shall continue to be, qualified to own and assume
operatorship of federal and state oil, gas and mineral leases in all jurisdictions where the Assets
to be transferred to it are located, and the consummation of the transactions contemplated in this
Agreement will not cause Purchaser to be disqualified as such an owner or operator. To the extent
required by the applicable state and federal Governmental Bodies or by Law, Purchaser currently
has, and will continue to maintain, lease bonds, area-wide bonds or any other surety bonds as may
be required by, and in accordance with, such state or federal regulations governing the ownership
and operation of such leases.



ARTICLE 7

COVENANTS OF THE PARTIES








Section 7.1 Access.



Between the date of execution of this Agreement and continuing until September 28, 2012,
Seller will give Purchaser and its representatives access to the Properties and access to the
Records in Seller’s possession, for the purpose of conducting an investigation of the Assets, but
only to the extent that Seller may do so without violating any obligations to any third party and
to the extent that Seller has authority to grant such access without breaching any restriction
binding on Seller. In the event that access to the Properties or Records is restricted for any
reason, Seller shall advise Purchaser in writing of such restriction. Such access by Purchaser
shall be limited to Seller’s normal business hours, and any weekends and after hours requested by
Purchaser that can be reasonably accommodated by Seller, and Purchaser’s investigation shall be
conducted in a manner that minimizes interference with the operation of the Assets. All information
obtained by Purchaser and its representatives under this Section shall be subject to the terms of
Section 11.4(b)(vi) and the terms of that certain confidentiality agreement between Anadarko E&P
Company LP and Double Eagle Petroleum Co. dated 6/04/2012, (the “Confidentiality Agreement”).



Section 7.2 Government Reviews.



Seller and Purchaser shall in a timely manner (a) make all required filings, if any, with and
prepare applications to and conduct negotiations with, each Governmental Body as to which such
filings, applications or negotiations are necessary or appropriate in the consummation of the
transactions contemplated hereby, and (b) provide such information as each may reasonably request
to make such filings, prepare such applications and conduct such negotiations. Each party shall
cooperate with and use all commercially reasonable efforts to assist the other with respect to such
filings, applications and negotiations.



Section 7.3 Notification of Breaches.



Until the Closing,



(a) Purchaser shall notify Seller promptly after Purchaser obtains actual knowledge that any
representation or warranty of Seller contained in this Agreement is untrue in any material respect
or will be untrue in any material respect as of the Closing Date or that any covenant or agreement
to be performed or observed by Seller prior to or on the Closing Date has not been so performed or
observed in any material respect.



(b) Seller shall notify Purchaser promptly after Seller obtains actual knowledge that any
representation or warranty of Purchaser contained in this Agreement is untrue in any material
respect or will be untrue in any material respect as of the Closing Date or that any covenant or
agreement to be performed or observed by Purchaser prior to or on the Closing Date has not been so
performed or observed in any material respect.



(c) If any of Purchaser’s or Seller’s representations or warranties is untrue or shall become
untrue in any material respect between the date of execution of this Agreement and the Closing
Date, or if any of Purchaser’s or Seller’s covenants or agreements to be performed or observed
prior to or on the Closing Date shall not have been so performed or observed in any material
respect, but if such breach of representation, warranty, covenant or agreement shall (if curable)
be cured by the Closing (or, if the Closing does not occur, by the date set forth in Section 10.1),
then such breach shall be considered not to have occurred for all purposes of this Agreement.



Section 7.4 Letters-in-Lieu; Assignments; Operatorship.



(a) Seller will execute on the Closing Date letters in lieu of division and transfer orders
relating to the Assets on forms prepared by Purchaser and reasonably satisfactory to Seller to
reflect the transactions contemplated hereby.



(b) Seller will prepare and Seller and Purchaser will execute on the Closing Date all
assignments necessary to convey to Purchaser all Leases with a federal or state Governmental Body
in the form as prescribed by the applicable Governmental Body and otherwise acceptable to Purchaser
and Seller.



(c) Seller makes no representations or warranties to Purchaser as to transferability or
assignability of operatorship of any of the Assets. Rights and obligations associated with
operatorship of such Assets are governed by operating and similar agreements covering the Assets
and will be decided in accordance with the terms of such agreements. However, Seller will assist
Purchaser in its efforts to succeed Seller as operator of any Wells included in the Assets.
Purchaser shall, promptly following Closing, file all appropriate forms and declarations or bonds
with federal and state Governmental Bodies relative to its assumption of operatorship. Seller
shall execute and deliver to Purchaser and Purchaser shall promptly file the appropriate forms with
the applicable regulatory agency transferring operatorship of the Assets to Purchaser.



Section 7.5 Public Announcements.



Until the Closing, neither party shall make any press release or other public announcement
regarding the existence of this Agreement, the contents hereof or the transactions contemplated
hereby without the prior written consent of the other; provided, however, the foregoing shall not
restrict disclosures by Purchaser or Seller which are required by applicable securities or other
Laws or the applicable rules of any stock exchange having jurisdiction over the disclosing party or
its Affiliates; and provided, further, that Purchaser may disclose the existence and contents of
this Agreement and the transactions contemplated hereby to the Standard & Poor’s and Moody’s rating
agencies (provided that such agencies are obligated to keep such information confidential). At or
after Closing, the content of any press release or public announcement shall be subject to the
prior review and reasonable approval of Seller and Purchaser.



Section 7.6 Operation of Business.



Except as set forth on Schedule 7.6, until the Closing, Seller (a) will operate its business
in the ordinary course, (b) will not, without the prior written consent of Purchaser, which consent
shall not be unreasonably withheld, commit to any operation, or series of related operations,
reasonably anticipated by Seller to require future capital expenditures by the owner of the Assets
in excess of $50,000, proportionate to Seller’s working interest, or make any capital expenditures
in excess of $50,000 proportionate to Seller’s working interest, or terminate, materially amend,
execute or extend any material agreements affecting the Assets, (c) will maintain insurance
coverage on the Assets presently furnished by nonaffiliated third parties in the amounts and of the
types presently in force, (d) will use commercially reasonable efforts to maintain in full force
and effect all Leases, (e) will maintain all material governmental permits and approvals affecting
the Assets, (f) will not transfer, farmout, sell, hypothecate, encumber or otherwise dispose of any
material Assets except for sales and dispositions of Hydrocarbon production and Equipment made in
the ordinary course of business consistent with past practices and (g) will not commit to do any of
the foregoing. Purchaser’s approval of any action restricted by this Section 7.6 shall be
considered granted within ten (10) days (unless a shorter time is reasonably required by the
circumstances and such shorter time is specified in Seller’s written notice) of Seller’s notice to
Purchaser requesting such consent unless Purchaser notifies Seller to the contrary in writing
during that period. In the event of an emergency, Seller may take such action as a prudent operator
would take and shall notify Purchaser of such action promptly thereafter.



Notwithstanding anything to the contrary in this Agreement, Seller shall have no liability to
Purchaser for the incorrect payment of delay rentals, royalties, shut-in payments or similar
payments made during the period from the Effective Time to the Closing Date or for failure to make
such payments through mistake or oversight (including Seller’s negligence). Seller shall continue
from the Effective Time until Closing Date to account for payments in its normal course of
business.



Purchaser acknowledges that Seller may own an undivided interest in certain of the Assets and
Purchaser agrees that the acts or omissions of the other working interest owners who are not
affiliated with Seller shall not constitute a violation of the provisions of this Section 7.6 nor
shall any action required by a vote of working interest owners constitute such a violation so long
as Seller has voted its interest in a manner consistent with the provisions of this Section 7.6.



Section 7.7 Preference Rights and Transfer Requirements.



(a) Purchaser’s purchase of the Assets is expressly subject to all validly existing and
applicable Preference Rights and Transfer Requirements. Prior to the Closing Date, Seller shall
initiate all procedures which in Seller’s good faith judgment are reasonably required to comply
with or obtain the waiver of all Preference Rights and Transfer Requirements set forth in Schedule
5.13 with respect to the transactions contemplated by this Agreement. Seller shall not be
obligated to pay any consideration to (or incur any cost or expense for the benefit of) the holder
of any Preference Right or Transfer Requirement in order to obtain the waiver thereof or compliance
therewith.



(b) The portion of the Purchase Price to be allocated to any Asset or portion thereof affected
by a Preference Right (a “Preference Property”) or that becomes a Retained Asset shall be the
portion of the Purchase Price allocated thereto in Exhibit A-1. If a Preference Property or a
Retained Asset affects only a portion of a Property and a portion of the Purchase Price has not
been allocated specifically to such portion of a Property in Exhibit A-1, then the portion of the
Purchase Price to be allocated to such Preference Property or Retained Asset shall be determined in
a reasonable manner taking into account the net acreage (or net acre feet, as appropriate) that the
portion of such Property affected by such Preference Property or Retained Asset bears to the net
acreage (or net acre feet, as appropriate) in the entire Property. Any Preference Property or
Retained Asset that is a Property shall include a pro rata share of all of Seller’s right, title
and interest in, to and under all Contracts, Surface Contracts, Equipment, Hydrocarbon production
and Records included in the Assets that are directly related or attributable to such Preference
Property or Retained Asset.



(c) If the holder of a Preference Right who has been offered a Preference Property pursuant to
Section 7.7(a) elects prior to Closing to purchase such Preference Property in accordance with the
terms of such Preference Right, and Seller and Purchaser receive written notice of such election
prior to the Closing, such Preference Property will be eliminated from the Assets and the Purchase
Price shall be reduced by the portion of the Purchase Price allocated to such Preference Property
pursuant to Section 7.7(b). Except as provided in Section 7.7(d), if the holder of a Preference
Right who has been offered a Preference Property or who has been requested to waive its Preference
Right pursuant to Section 7.7(a) does not elect to purchase such Preference Property or waive such
Preference Right with respect to the transactions contemplated by this Agreement prior to the
Closing Date and the time in which the Preference Right may be exercised has not expired, such
Preference Property shall be conveyed to Purchaser at Closing subject to the rights, if any, of the
holder of such Preference Right. In such event, Seller shall continue its efforts to obtain the
waiver of such Preference Rights to the extent provided in Section 7.7(a) and Purchaser shall
cooperate with such efforts. If the holder of a Preference Right elects to purchase a Preference
Property subject to its Preference Right and Closing has already occurred with respect to such
Preference Property, Purchaser shall be obligated to comply with such Preference Right to the
extent, if any, that the same remains valid and enforceable with respect to this transaction and
Purchaser shall be entitled to the consideration for the sale of such Preference Property from
Purchaser to such Preference Right holder.



(d) If



(i) a third party brings any suit, action or other proceeding prior to the Closing seeking to
restrain, enjoin or otherwise prohibit the consummation of the transactions contemplated hereby in
connection with a claim to enforce a Preference Right; or



(ii) any of the Properties is subject to a Transfer Requirement that provides that transfer of
such Asset without compliance with such Transfer Requirement will result in termination or other
material impairment of any rights in relation to such Asset, and such Transfer Requirement is not
waived, complied with or otherwise satisfied prior to the Closing Date,



then, unless otherwise mutually agreed by Seller and Purchaser, the Asset or portion thereof
affected by such Preference Right or Transfer Requirement (a “Retained Asset”) shall be held back
from the Assets to be transferred and conveyed to Purchaser at Closing and the Purchase Price to be
paid at Closing shall be reduced by the portion of the Purchase Price which is allocated to such
Retained Asset pursuant to Section 7.7(b). Any Retained Asset so held back at the initial Closing
will be conveyed to Purchaser at a delayed Closing (which shall become the new Closing Date with
respect to such Retained Asset), within ten (10) days following the date on which the suit, action
or other proceeding, if any, referenced in clause (i) above is settled or a judgment is rendered
(and no longer subject to appeal) permitting transfer of the Retained Asset to Purchaser pursuant
to this Agreement and Seller obtains, complies with, obtains a waiver of or notice of election not
to exercise or otherwise satisfies all remaining Preference Rights and Transfer Requirements with
respect to such Retained Asset as contemplated by this Section. At the delayed Closing, Purchaser
shall pay Seller a purchase price equal to the amount by which the Purchase Price was reduced on
account of the holding back of such Retained Asset (as adjusted pursuant to Section 2.2 through the
new Closing Date therefor); provided, however, if all such Preference Rights and Transfer
Requirements with respect to any Retained Asset so held back at the initial Closing are not
obtained, complied with, waived or otherwise satisfied as contemplated by this Section within one
hundred eighty (180) days after the initial Closing has occurred with respect to any Assets, then
such Retained Asset shall be eliminated from the Assets and this Agreement, unless Seller and
Purchaser mutually agree to proceed with a closing on such Retained Asset in which case Purchaser
shall be deemed to have waived any objection (and shall be obligated to indemnify the Seller
Indemnities for all Claims) with respect to non-compliance with such Preference Rights and Transfer
Requirements with respect to such Retained Asset.



(e) Purchaser acknowledges that Seller desires to sell all of the Assets and would not have
entered into this Agreement but for Purchaser’s agreement to purchase all of the Assets as herein
provided. Accordingly, it is expressly understood and agreed that Seller does not desire to sell
any Preference Property unless the sale of all of the Assets is consummated by the Closing Date in
accordance with the terms of this Agreement. In furtherance of the foregoing, Seller’s obligation
hereunder to sell the Preference Properties to Purchaser is expressly conditioned upon the
consummation by the Closing Date of the sale of all of the Assets in accordance with the terms of
this Agreement, either by conveyance to Purchaser or conveyance pursuant to an applicable
Preference Right; provided that, nothing herein is intended or shall operate to extend or apply any
Preference Right to any portion of the Assets which is not otherwise burdened thereby. Time is of
the essence with respect to the parties’ agreement to consummate the sale of the Assets by the
Closing Date (or by the delayed Closing Date pursuant to Section 7.7(d)).



Section 7.8 Tax Matters.



(a) Subject to the provisions of Section 12.3, Seller shall be responsible for all Taxes
related to the Assets (other than ad valorem, property, severance, Hydrocarbon production and
similar Taxes based upon or measured by the ownership or operation of the Assets or the production
of Hydrocarbons therefrom, which are addressed in Section 1.4) attributable to any period of time
at or prior to the Closing Date, and Purchaser shall be responsible for all such Taxes related to
the Assets attributable to any period of time after the Closing Date. Regardless of which party is
responsible, Seller shall handle payment to the appropriate Governmental Body of all Taxes with
respect to the Assets which are required to be paid prior to Closing (and shall file all Tax
Returns with respect to such Taxes). If requested by Purchaser, Seller will assist Purchaser with
preparation of all ad valorem and property Tax Returns due on or before December 31, 2011
(including any extensions requested). Seller shall deliver to Purchaser within thirty (30) days of
filing copies of all Tax Returns filed by Seller after the Closing Date relating to the Assets and
any supporting documentation provided by Seller to taxing authorities, excluding Tax Returns
related to income tax, franchise tax, or other similar Taxes.



(b) Purchaser agrees to cooperate (at no cost or liability to Purchaser) with Seller so that
Seller’s transfer of the Assets to Purchaser shall, at Seller’s election, be accomplished in a
manner enabling the transfer to qualify as a part of a like-kind exchange of property by Seller
within the meaning of Section 1031 of the Code. If Seller so elects, Purchaser shall reasonably
cooperate with Seller to effect such like-kind exchange, which cooperation shall include, without
limitation, taking such actions as Seller reasonably requests in order to pay the Purchase Price in
a manner which enables such transfer to qualify as part of a like-kind exchange of property within
the meaning of Section 1031 of the Code, and Purchaser agrees that Seller may assign its rights
(but not its obligations) under this Agreement to a qualified intermediary as defined in Treasury
Regulations Section 1.1031(k) – 1(g)(4)(iii) under United States Treasury Regulations, to qualify
the transfer of the Purchase Price as a part of a like-kind exchange of property within the meaning
of Section 1031 of the Code.



Section 7.9 Further Assurances.



After Closing, Seller and Purchaser each agrees to take such further actions and to execute,
acknowledge and deliver all such further documents as are reasonably requested by the other party
for carrying out the purposes of this Agreement or of any document delivered pursuant to this
Agreement.



ARTICLE 8

CONDITIONS TO CLOSING








Section 8.1 Conditions of Seller to Closing.



 



The obligations of Seller to consummate the transactions contemplated by this Agreement are
subject, at the option of Seller, to the satisfaction on or prior to Closing of each of the
following conditions:



(a) Representations. The representations and warranties of Purchaser set forth in
Article 6 shall be true and correct as of the date hereof and as of the Closing Date as though made
on and as of the Closing Date; provided, however, that, if any such representation and warranty is
not qualified by a standard of materiality, such representation and warranty need only be true and
correct in all material respects;



(b) Performance. Purchaser shall have performed and observed, in all material
respects, all covenants and agreements to be performed or observed by it under this Agreement prior
to or on the Closing Date;



(c) Pending Litigation. No suit, action or other proceeding by a third party
(including any Governmental Body) seeking to restrain, enjoin or otherwise prohibit the
consummation of the transactions contemplated by this Agreement shall be pending before any
Governmental Body; provided, however, Closing shall proceed notwithstanding any suits, actions or
other proceedings seeking to restrain, enjoin or otherwise prohibit the consummation of the
transactions contemplated hereby brought by holders of Preference Rights seeking to enforce such
rights with respect to Assets with aggregate Allocated Values of less than ten percent (10%) of the
unadjusted Purchase Price, and the Assets subject to such suits, actions or other proceedings shall
be treated in accordance with Section 7.7;



(d) Deliveries. Purchaser shall have delivered to Seller duly executed counterparts
of the Conveyance and all other documents and certificates to be delivered by Purchaser under
Section 9.3;



(e) Defects. The adjustment to the Purchase Price on account of the sum of all (i)
Title Defect Amounts for Title Defects determined under Section 3.4(e) prior to Closing, plus (ii)
Environmental Defect Amounts for Environmental Defects determined under Section 4.3 prior to
Closing, shall be more than fifteen percent (15%) of the unadjusted Purchase Price;



(f) Casualty or Condemnation. The aggregate losses from casualties to the Assets and
takings of Assets under right of eminent domain shall be more than ten percent (10%) of the
unadjusted Purchase Price.




(g) Payment. Purchaser shall have paid the Closing Payment and delivered the
Parent Company Guaranty as provided for in Section 7.10.




Section 8.2 Conditions of Purchaser to Closing.



The obligations of Purchaser to consummate the transactions contemplated by this Agreement are
subject, at the option of Purchaser, to the satisfaction on or prior to Closing of each of the
following conditions:



(a) Representations. The representations and warranties of Seller set forth in
Article 5 shall be true and correct as of the date hereof and as of the Closing Date as though made
on and as of the Closing; provided, however, that, if any such representation and warranty is not
qualified by a standard of materiality, such representation and warranty need only be true and
correct in all material respects.



(b) Performance. Seller shall have performed and observed, in all material respects,
all covenants and agreements to be performed or observed by it under this Agreement prior to or on
the Closing Date;



(c) Pending Litigation. No suit, action or other proceeding by a third party
(including any Governmental Body) seeking to restrain, enjoin or otherwise prohibit the
consummation of the transactions contemplated by this Agreement shall be pending before any
Governmental Body; provided, however, Closing shall proceed notwithstanding any suits, actions or
other proceedings seeking to restrain, enjoin or otherwise prohibit the consummation of the
transactions contemplated hereby brought by holders of Preference Rights seeking to enforce such
rights with respect to Assets with aggregate Allocated Values of less than ten percent (10%) of the
unadjusted Purchase Price, and the Assets subject to such suits, actions or other proceedings shall
be treated in accordance with Section 7.7;



(d) Deliveries. Seller shall have delivered to Purchaser duly executed counterparts
of the Conveyance and all other documents and certificates to be delivered by Seller under Section
9.2;



(e) Defects. The adjustment to the Purchase Price on account of the sum of all (i)
Title Defect Amounts for Title Defects determined under Section 3.4(e) prior to the Closing, plus
(ii) Environmental Defect Amounts for Environmental Defects determined under Section 4.3 prior to
Closing, shall be more than fifteen percent (15%) of the unadjusted Purchase Price; and



(f) Casualty or Condemnation. The aggregate losses from casualties to the Assets and
takings of Assets under right of eminent domain shall be more than ten percent (10%) of the
unadjusted Purchase Price



(g) Preference Rights. The aggregate Allocated Value of all Preference Properties for
which the relevant Preference Right (i) has been exercised or (ii) has not been waived and the time
in which the Preference Right may be exercised has not expired, exceeds fifteen percent (15%) of
the unadjusted Purchase Price.



ARTICLE 9

CLOSING








Section 9.1 Time and Place of Closing.



(a) Consummation of the purchase and sale transaction as contemplated by this Agreement (the
“Closing”), shall, unless otherwise agreed to in writing by Purchaser and Seller, take place at the
offices of Seller, located at 1099 18th Street, Suite 1800, Denver, Colorado, at 10:00
a.m., local time, on September 27, 2012, or if all conditions in Article 8 to be satisfied prior
to Closing have not yet been satisfied or waived, as soon thereafter as such conditions have been
satisfied or waived, subject to the rights of the parties under Article 10.



(b) The date on which the Closing occurs is herein referred to as the “Closing Date.”



Section 9.2 Obligations of Seller at Closing.



At the Closing, upon the terms and subject to the conditions of this Agreement, Seller shall
deliver or cause to be delivered to Purchaser, the following:



(a) the Conveyance, in sufficient duplicate originals to allow recording in all appropriate
jurisdictions and offices, duly executed by Seller;



(b) letters-in-lieu of transfer orders covering the Assets, duly executed by Seller;




	 	(c)	 	a certificate duly executed by an authorized corporate officer of Seller, dated
as of Closing, certifying on behalf of Seller that the conditions set forth in Sections
8.2(a) and 8.2(b) have been fulfilled;






	 	(d)	 	a separate Seller Fee Lease, with respect to each separate tract identified in
Exhibit A-3 or A-4, in sufficient duplicate originals to allow recording in all
appropriate jurisdictions and offices; and





(e) one (1) original executed statement described in Treasury Regulation §1.1445-2(b)(2)
certifying that Seller is not a foreign person within the meaning of the Code.



Section 9.3 Obligations of Purchaser at Closing.



At the Closing, upon the terms and subject to the conditions of this Agreement, Purchaser
shall deliver or cause to be delivered to Seller, the following:



(a) a wire transfer of the Closing Payment in same-day funds;



(b) the Conveyance, duly executed by Purchaser;



(c) letters-in-lieu of transfer orders covering the Assets, duly executed by Purchaser;



(d) a certificate by an authorized corporate officer of Purchaser, dated as of Closing,
certifying on behalf of Purchaser that the conditions set forth in Sections 8.1(a) and 8.1(b) have
been fulfilled; and



(e) evidence of the Bond required pursuant to Section 7.10.



Section 9.4 Closing Payment & Post-Closing Purchase Price Adjustments.



 



(a) Not later than five (5) Business Days prior to the Closing Date, Seller shall prepare and
deliver to Purchaser, based upon the best information available to Seller, a preliminary settlement
statement (the “Preliminary Settlement Statement”) estimating the Adjusted Purchase Price after
giving effect to all Purchase Price adjustments provided for in this Agreement. The estimate
delivered in accordance with this Section 9.4(a) shall constitute the dollar amount to be paid by
Purchaser to Seller at the Closing (the “Closing Payment”).



(b) As soon as reasonably practicable after the Closing but not later than one hundred and
twenty (120) days following the Closing Date, Seller shall prepare and deliver to Purchaser a
statement setting forth the final calculation of the Adjusted Purchase Price and showing the
calculation of each adjustment, based, to the extent possible, on actual credits, charges, receipts
and other items before and after the Effective Time and taking into account all adjustments
provided for in this Agreement. Seller shall at Purchaser’s request supply reasonable documentation
available to support any credit, charge, receipt or other item. As soon as reasonably practicable
but not later than the 30th day following receipt of Seller’s statement hereunder, Purchaser shall
deliver to Seller a written report containing any changes that Purchaser proposes be made to such
Statement. The parties shall undertake to agree on the final statement of the Adjusted Purchase
Price no later than one hundred eighty (180) days after the Closing Date. In the event that the
parties cannot reach agreement within such period of time, either party may refer the remaining
matters in dispute to Ernst & Young LLP or such other nationally-recognized independent accounting
firm as may be accepted by Purchaser and Seller, for review and final determination. The accounting
firm shall conduct the arbitration proceedings in Denver, Colorado in accordance with the
Commercial Arbitration Rules of the American Arbitration Association, to the extent such rules do
not conflict with the terms of this Section 9.4. The accounting firm’s determination shall be made
within thirty (30) days after submission of the matters in dispute and shall be final and binding
on both parties, without right of appeal. In determining the proper amount of any adjustment to the
Purchase Price, the accounting firm shall not increase the Purchase Price more than the increase
proposed by Seller nor decrease the Purchase Price more than the decrease proposed by Purchaser, as
applicable. The accounting firm shall act as an expert for the limited purpose of determining the
specific disputed matters submitted by either party and may not award damages or penalties to
either party with respect to any matter. Seller and Purchaser shall each bear its own legal fees
and other costs of presenting its case. Each party shall bear one-half of the costs and expenses of
the accounting firm. Within ten (10) Business Days after the date on which the parties or the
accounting firm, as applicable, finally determines the disputed matters, (x) Purchaser shall pay to
Seller the amount by which the Adjusted Purchase Price exceeds the Closing Payment or (y) Seller
shall pay to Purchaser the amount by which the Closing Payment exceeds the Adjusted Purchase Price,
as applicable. Any post-Closing payment pursuant to this Section 9.4(b) shall bear interest at the
Agreed Interest Rate from the Closing Date to the date both Purchaser and Seller have executed the
final settlement statement.



(c) All payments made or to be made hereunder to Seller shall be by electronic transfer of
immediately available funds to the account of Anadarko E&P Company LP, Account No. 5762707 at
JPMorgan Chase, Chicago, Illinois, ABA No. 021000021, for the credit of Seller or to such other
bank and account as may be specified by Seller in writing. All payments made or to be made
hereunder to Purchaser shall be by electronic transfer of immediately available funds to a bank and
account specified by Purchaser in writing to Seller.



ARTICLE 10

TERMINATION




 Section 10.1 Termination.



Unless terminated earlier pursuant to other provisions provided herein, this Agreement may be
terminated at any time prior to Closing: (a) by the mutual prior written consent of Seller and
Purchaser; (b) by Seller or Purchaser, if Closing has not occurred on or before October 31, 2012
2012; (c) by Purchaser, if the Closing conditions set forth in Section 8.2 have not been satisfied
and cannot be cured; or (d) by Seller, if the Closing conditions set forth in Section 8.1 have not
been satisfied and cannot be cured.



Section 10.2 Effect of Termination.



If this Agreement is terminated pursuant to Section 10.1, this Agreement shall become void and
of no further force or effect (except for the provisions of Sections 5.6, 6.5, 7.5, 11.4(b)(vi),
11.8, 11.9, 12.7, 12.13 and 12.16 of this Agreement all of which shall continue in full force and
effect) and Seller shall be free immediately to enjoy all rights of ownership of the Assets and to
sell, transfer, encumber or otherwise dispose of the Assets to any party without any restriction
under this Agreement. Notwithstanding anything to the contrary in this Agreement, the termination
of this Agreement under Section 10.1(b) shall not relieve any party from liability for any willful
or negligent failure to perform or observe in any material respect any of its agreements or
covenants contained herein which are to be performed or observed at or prior to Closing. In the
event this Agreement terminated pursuant to Section 10.1(c) or Section 10.1(d) because a party has
willfully or negligently failed to perform or observe in any material respect any of its agreements
or covenants contained herein which are to be performed at or prior to Closing, then the other
party shall be entitled to all remedies available at law or in equity and shall be entitled to
recover court costs and attorneys’ fees in addition to any other relief to which such party may be
entitled.



Section 10.3 Distribution of Deposit Upon Termination.



(a) If Seller terminates this Agreement (i) because Purchaser has failed to comply with any
provision of Section 8.1; or (ii) as the result of any default or breach by Purchaser of
Purchaser’s obligations hereunder, then Seller may retain the Deposit as liquidated damages, free
of any claims by Purchaser or any other Person with respect thereto. It is expressly stipulated by
the parties that the actual amount of damages resulting from such a termination would be difficult
if not impossible to determine accurately because of the unique nature of this Agreement, the
unique nature of the Assets, the uncertainties of applicable commodity markets and differences of
opinion with respect to such matters, and that the liquidated damages provided for herein are a
reasonable estimate by the parties of such damages.



(b) If this Agreement is terminated for any reason other than the reasons set forth in
Section 10.3(a), then Seller shall deliver the Deposit to Purchaser, free of any claims by Seller
or any other Person with respect thereto.



(c) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not be
entitled to receive interest on the Deposit, whether the Deposit is applied against the Purchase
Price or returned to Purchaser pursuant to this Section 10.3.



ARTICLE 11

POST-CLOSING OBLIGATIONS; INDEMNIFICATION;

LIMITATIONS; DISCLAIMERS AND WAIVERS




Section 11.1 Receipts.



Except as otherwise provided in this Agreement, any Hydrocarbons produced from or attributable
to the Assets (and all products and proceeds attributable thereto) and any other income, proceeds,
receipts and credits attributable to the Assets which are not reflected in the adjustments to the
Purchase Price following the final adjustment pursuant to Section 9.4(b) shall be treated as
follows: (a) all Hydrocarbons produced from or attributable to the Assets (and all products and
proceeds attributable thereto) and all other income, proceeds, receipts and credits earned with
respect to the Assets to which Purchaser is entitled under Section 1.4 shall be the sole property
and entitlement of Purchaser, and, to the extent received by Seller, Seller shall fully disclose,
account for and remit the same promptly to Purchaser; and (b) all Hydrocarbons produced from or
attributable to the Assets (and all products and proceeds attributable thereto) and all other
income, proceeds, receipts and credits earned with respect to the Assets to which Seller is
entitled under Section 1.4 shall be the sole property and entitlement of Seller and, to the extent
received by Purchaser, Purchaser shall fully disclose, account for and remit the same promptly to
Seller.



Section 11.2 Expenses.



Except as otherwise provided in this Agreement, any Property Costs which are not reflected in
the adjustments to the Purchase Price following the final adjustment pursuant to Section 9.4(b)
shall be treated as follows: (a) all Property Costs for which Seller is responsible under Section
1.4 shall be the sole obligation of Seller and Seller shall promptly pay, or if paid by Purchaser,
promptly reimburse Purchaser for and hold Purchaser harmless from and against same; and (b) all
Property Costs for which Purchaser is responsible under Section 1.4 shall be the sole obligation of
Purchaser and Purchaser shall promptly pay, or if paid by Seller, promptly reimburse Seller for and
hold Seller harmless from and against same. Seller is entitled to resolve all joint interest audits
and other audits of Property Costs covering periods for which Seller is in whole or in part
responsible, provided that Seller shall not agree to any adjustments to previously assessed costs
for which Purchaser is liable without the prior written consent of Purchaser, such consent not to
be unreasonably withheld. Seller shall provide Purchaser with a copy of all applicable audit
reports and written audit agreements received by Seller and relating to periods for which Purchaser
is partially responsible.



Section 11.3 Assumed Seller Obligations.



Without limiting Purchaser’s rights to indemnity under this Article 11, on the Closing Date
Purchaser shall assume and hereby agrees to fulfill, perform, pay and discharge (or cause to be
fulfilled, performed, paid or discharged) all of the obligations and liabilities of Seller, known
or unknown, with respect to the Assets, regardless of whether such obligations or liabilities arose
prior to, on or after the Effective Time, including but not limited to obligations to (a) pay
working interests, royalties, overriding royalties and other interests held in suspense, (b)
properly plug and abandon any and all wells, including inactive wells or temporarily abandoned
wells, drilled on the Properties or otherwise pursuant to the Assets, (c) replug any well,
wellbore, or previously plugged well on the Properties to the extent required by a Governmental
Body, (d) dismantle, salvage and remove any equipment, structures, materials, platforms, flowlines,
and property of whatever kind related to or associated with operations and activities conducted on
the Properties or otherwise pursuant to the Assets, (e) clean up, restore and/or remediate the
premises covered by or related to the Assets in accordance with applicable agreements and Laws, (f)
perform all obligations applicable to or imposed on the lessee, owner, or operator under the Leases
and related contracts, or as required by applicable Laws, (g) pay all Royalty Amounts, (h) make all
payments to the land or surface owner under any of the Surface Owner Agreements, and (i) satisfy
any Imbalance obligations (all of said obligations and liabilities, subject to the exclusions
below, herein being referred to as the “Assumed Seller Obligations”); provided, however, that
Purchaser does not hereby assume any obligations or liabilities of Seller to the extent that they
are (collectively, the “Retained Obligations”):




(A) attributable to or arise out of the Excluded Assets;




(B) the continuing responsibility of the Seller under Sections 11.1 and 11.2 or matters
for which Seller is required to indemnify Purchaser under Section 11.4(c).



Section 11.4 Indemnities.



(a) Definitions.



“Claim” or “Claims” means, unless specifically provided otherwise, all claims, damages,
liabilities, losses, demands, liens, encumbrances, fines, penalties, causes of action of any kind,
obligations, costs (including payment of all reasonable attorneys’ fees and costs of litigation),
judgments, interest, and awards or amounts, of any kind or character, whether under judicial
proceedings, administrative proceedings, investigation by a Governmental Body or otherwise, or
conditions in the premises of or attributable to any Person or Persons or any party or parties,
breach of representation or warranty (expressed or implied), under any theory of tort, contract,
breach of contract (including any Claims which arise by reason of indemnification or assumption of
liability contained in other contracts entered into by an Indemnified Party hereunder), at law or
in equity, under statute, or otherwise, arising out of, or incident to or in connection with this
Agreement or the ownership or operation of the Assets; provided, however, that under no
circumstance shall Claims include any claim for consequential, special, multiple, punitive or
exemplary damages, including without limitation damages arising from loss or interruption of
business, profits, business opportunity or goodwill, loss of use of facilities, loss of capital,
claims of customers or any cost or expense related thereto, except to the extent such damages have
been recovered by a third person and are the subject of a third party claim for which
indemnification is available under the express terms of this Article 11.



The phrase “REGARDLESS OF FAULT” means WITHOUT REGARD TO THE CAUSE OR CAUSES OF ANY CLAIM,
INCLUDING, WITHOUT LIMITATION, EVEN THOUGH A CLAIM IS CAUSED IN WHOLE OR IN PART BY:



THE NEGLIGENCE (WHETHER SOLE, JOINT, CONCURRENT, COMPARATIVE, CONTRIBUTORY, ACTIVE, PASSIVE,
GROSS, OR OTHERWISE), WILLFUL MISCONDUCT, STRICT LIABILITY, OR OTHER FAULT OF PURCHASER
INDEMNITEES, SELLER INDEMNITEES, INVITEES AND/OR THIRD PARTIES; AND/OR



A PRE-EXISTING DEFECT, WHETHER PATENT OR LATENT, OF THE PREMISES OF PURCHASER’S PROPERTY OR
SELLER’S PROPERTY (INCLUDING WITHOUT LIMITATION THE ASSETS), INVITEES AND/OR THIRD PARTIES; AND/OR



(b) Purchaser Indemnity Obligation. Subject only to Section 11.4(c), Purchaser shall
be responsible for and indemnify, defend, release and hold harmless Seller Indemnitees from and
against all Claims caused by, arising out of or resulting from:




(i) the Assumed Seller Obligations, REGARDLESS OF FAULT;




(ii) the ownership, use or operation of the Assets after the Effective Time, REGARDLESS
OF FAULT;




(iii) Purchaser’s breach of any of Purchaser’s covenants or agreements contained in
Article 7, REGARDLESS OF FAULT;




(iv) any breach of any representation or warranty made by Purchaser contained in
Article 6 of this Agreement or confirmed in the certificate delivered by Purchaser at
Closing pursuant to Section 9.3(d), REGARDLESS OF FAULT;




(v) Environmental Laws, Environmental Liabilities, the release of materials into the
environment or protection of human health, safety, natural resources or the environment, or
any other environmental condition of the Assets, REGARDLESS OF FAULT; and




(vi) Purchaser Indemnitees’ access under Section 4.1, Section 7.1, or otherwise, to the
Assets, the Records and other related activities or information prior to the Closing,
REGARDLESS OF FAULT.



(c) Seller Indemnity Obligation. Subject to the limitations contained in Section
11.7, Seller shall be responsible for and indemnify, defend and hold harmless Purchaser against and
from all Claims caused by, arising out of or resulting from (i) any breach of any representation or
warranty made by Seller contained in Article 5 of this Agreement or confirmed in the certificate
delivered by Seller at Closing pursuant to Section 9.2(c); (ii) Seller’s breach of any of Seller’s
covenants or agreements contained in Article 7; and (iii) the Retained Obligations.



(d) Additional Provisions.



It is the intention of the parties that this Article 11 shall govern the allocation of risks
and liabilities between Purchaser and Seller except to the extent that it is expressly stated
(whether elsewhere in this Article 11 or in some other Article hereof) that the provisions of such
other Article (or part thereof) shall control over the terms of all or part of this Article 11.



Notwithstanding anything to the contrary contained in this Agreement, this Section 11.4
contains the parties’ exclusive remedy against each other with respect to breaches of the
representations, warranties, covenants and agreements of the parties contained in this Agreement
and the confirmations of such representations, warranties, covenants and agreements confirmed in
the certificate delivered by each party at Closing pursuant to Sections 9.2(c) or 9.3(d), as
applicable.



Claims for Property Costs shall be exclusively handled pursuant to the Purchase Price
adjustments in Section 2.2, and pursuant to Section 11.2, and shall not be subject to
indemnification under this Section 11.4.



In connection with Purchaser Indemnitees’ access to the Assets prior to Closing, the parties
acknowledge that such access may be subject to boarding agreements, releases or other agreements
required by Seller or the operator of non-Seller operated Properties. In the event of a conflict
between the provisions of such agreements and Section 11.4(b)(vi) of this Agreement, Section
11.4(b)(vi) of this Agreement shall control.



Section 11.5 Indemnification Actions.



All claims for indemnification under Section 11.4 shall be asserted and resolved as follows:



(a) For purposes of this Article 11, the term “Indemnifying Party” shall mean the party or
parties having an obligation to indemnify another party or parties pursuant to the terms of this
Agreement. The term “Indemnified Party” shall mean the party or parties having the right to be
indemnified by another party or parties pursuant to the terms of this Agreement.



(b) To make a claim for indemnification (“Indemnity Claim”) under Section 11.4, and/or any
other Article (or part thereof) expressly stating that it controls over the terms of this Article
11, an Indemnified Party shall notify the Indemnifying Party in writing of its Indemnity Claim,
including the specific details of and specific basis under this Agreement for its Indemnity Claim
(the “Claim Notice”). The Indemnified Party shall provide its Claim Notice promptly after the
Indemnified Party has actual knowledge of the Claim for which it seeks indemnification and shall
enclose a copy of all papers (if any) served with respect to the Claim; provided that the failure
of any Indemnified Party to give notice of a Claim as provided in this Section 11.5 shall not
relieve the Indemnifying Party of its obligations under Section 11.4 except to the extent such
failure results in insufficient time being available to permit the Indemnifying Party to
effectively defend against the Claim or otherwise prejudices the Indemnifying Party’s ability to
defend against the Claim. In the event that the Indemnity Claim is based upon an inaccuracy or
breach of a representation, warranty, covenant or agreement, the Claim Notice shall specify the
representation, warranty, covenant or agreement which was inaccurate or breached.



(c) The Indemnifying Party shall have thirty (30) days from its receipt of the Claim Notice to
notify the Indemnified Party whether it admits or denies its liability to defend the Indemnified
Party against the relevant Claim at the sole cost and expense of the Indemnifying Party. The
Indemnified Party is authorized, prior to and during such 30-day period, to file any motion, answer
or other pleading that it shall deem necessary or appropriate to protect its interests or those of
the Indemnifying Party and that is not prejudicial to the Indemnifying Party.



(d) If the Indemnifying Party admits its liability to indemnify the Indemnified Party, it
shall have the right and obligation to diligently defend, at its sole cost and expense, the Claim.
The Indemnifying Party shall have full control of such defense and proceedings, including any
compromise or settlement thereof. If requested by the Indemnifying Party, the Indemnified Party
agrees to cooperate in contesting any Claim which the Indemnifying Party elects to contest. The
Indemnified Party may participate in, but not control, any defense or settlement of any Claim
controlled by the Indemnifying Party pursuant to this Section 11.5(d). An Indemnifying Party shall
not, without the written consent of the Indemnified Party, (i) settle any Claim or consent to the
entry of any judgment with respect thereto which does not include an unconditional written release
of the Indemnified Party from all liability in respect of such Claim, or (ii) settle any Claim or
consent to the entry of any judgment with respect thereto in any manner that may materially and
adversely affect the Indemnified Party (other than as a result of money damages covered by the
indemnity).



(e) If the Indemnifying Party does not admit its liability to indemnify the Indemnified Party
or admits its liability but fails to diligently prosecute or settle the Claim, then the Indemnified
Party shall have the right to defend against the Claim at the sole cost and expense of the
Indemnifying Party, with counsel of the Indemnified Party’s choosing, subject to the right of the
Indemnifying Party to admit its liability and assume the defense of the Claim at any time prior to
settlement or final determination thereof. If the Indemnifying Party has not yet admitted its
liability for a Claim, the Indemnified Party shall send written notice to the Indemnifying Party of
any proposed settlement and the Indemnifying Party shall have the option for ten (10) Business Days
following receipt of such notice to (i) admit in writing its liability to indemnify the Indemnified
Party from and against the Claim and (ii) if liability is so admitted, reject, in its reasonable
judgment, the proposed settlement.



Section 11.6 Release.



(a) PURCHASER RELEASES, REMISES AND FOREVER DISCHARGES SELLER INDEMNITEES FROM ANY AND ALL
CLAIMS, KNOWN OR UNKNOWN, WHETHER NOW EXISTING OR ARISING IN THE FUTURE, CONTINGENT OR OTHERWISE,
WHICH PURCHASER MIGHT NOW OR SUBSEQUENTLY MAY HAVE AGAINST SELLER INDEMNITEES, RELATING DIRECTLY OR
INDIRECTLY TO THE ASSETS, THIS AGREEMENT, INCLUDING WITHOUT LIMITATION CLAIMS ARISING OUT OF OR
INCIDENT TO ENVIRONMENTAL LAWS, ENVIRONMENTAL LIABILITIES, THE RELEASE OF MATERIALS INTO THE
ENVIRONMENT OR PROTECTION OF HUMAN HEALTH, SAFETY, NATURAL RESOURCES OR THE ENVIRONMENT, INCLUDING,
WITHOUT LIMITATION, RIGHTS TO CONTRIBUTION UNDER THE COMPREHENSIVE ENVIRONMENTAL RESPONSE,
COMPENSATION, AND LIABILITY ACT OF 1980, AS AMENDED, REGARDLESS OF FAULT.



(b) Purchaser covenants and agrees that it will not attempt to avoid the effect of the release
made by it hereinabove by later arguing that at the time of the release it did not fully appreciate
the extent of any such Claims, including without limitation, environmental Claims



Section 11.7 Limitation on Actions.



 



(a) The representations and warranties of the parties in this Agreement shall survive the
Closing and terminate six (6) months after the Closing Date. The covenants and agreements provided
for in this Agreement shall not survive Closing except that covenants and agreements contemplated
to be complied with or performed following the Closing shall survive indefinitely. Representations,
warranties, covenants and agreements shall be of no further force and effect after the date of
their expiration, provided that there shall be no termination of any bona fide Claim asserted
pursuant to this Agreement with respect to the breach of such a representation, warranty, covenant
or agreement on or before its expiration date.



(b) The indemnities in Sections 11.4(b)(iii), 11.4(b)(iv), 11.4(c)(i) and 11.4(c)(ii) shall
terminate as of the termination date of each respective representation, warranty, covenant or
agreement that is subject to indemnification, except in each case as to Claims asserted pursuant to
this Agreement with respect to the breach of such representation, warranty, covenant or agreement
on or before such termination date. Purchaser’s indemnities in Sections 11.4(b)(i), 11.4(b)(ii),
11.4(b)(v) and 11.4(b)(vi) and Seller’s indemnity in Section 11.4(c)(iii) shall continue without
time limit.



(c) Seller shall not have any liability for any indemnification under Section 11.4 until and
unless the aggregate amount of the liability for all Claims for which Claim Notices are delivered
by Purchaser exceeds five percent (5%) of the Purchase Price, and then only to the extent such
damages exceed such five percent (5%) of the Purchase Price. The adjustments to the Purchase Price
under Section 2.2 and any payments in respect thereof shall not be limited by this Section.



(d) Notwithstanding anything to the contrary contained elsewhere in this Agreement, Seller
shall not be required to indemnify Purchaser for aggregate damages in excess of twenty percent
(20%)the final Adjusted Purchase Price.



Section 11.8 Disclaimers.



(a) EXCEPT AS AND TO THE EXTENT EXPRESSLY SET FORTH IN ARTICLE 5 OF THIS AGREEMENT, OR
CONFIRMED IN THE CERTIFICATE OF SELLER TO BE DELIVERED PURSUANT TO SECTION 9.2(c), OR IN THE
CONVEYANCE, (I) SELLER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS, STATUTORY OR IMPLIED, AND
(II) SELLER EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY,
STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO PURCHASER OR ANY OF ITS
AFFILIATES, EMPLOYEES, AGENTS, CONSULTANTS OR REPRESENTATIVES (INCLUDING, WITHOUT LIMITATION, ANY
OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO PURCHASER BY ANY OFFICER,
DIRECTOR, EMPLOYEE, AGENT, CONSULTANT, REPRESENTATIVE OR ADVISOR OF SELLER OR ANY OF ITS
AFFILIATES).



(b) EXCEPT AS EXPRESSLY REPRESENTED OTHERWISE IN ARTICLE 5 OF THIS AGREEMENT, OR CONFIRMED IN
THE CERTIFICATE OF SELLER TO BE DELIVERED PURSUANT TO SECTION 9.2(c), OR IN THE CONVEYANCE, AND
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLER EXPRESSLY DISCLAIMS ANY REPRESENTATION OR
WARRANTY, EXPRESS, STATUTORY OR IMPLIED, AS TO (I) TITLE TO ANY OF THE ASSETS, (II) THE CONTENTS,
CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, OR ANY REPORT OF ANY PETROLEUM ENGINEERING
CONSULTANT, OR ANY GEOLOGICAL OR SEISMIC DATA OR INTERPRETATION, RELATING TO THE ASSETS, (III) THE
QUANTITY, QUALITY OR RECOVERABILITY OF PETROLEUM SUBSTANCES IN OR FROM THE ASSETS, (IV) ANY
ESTIMATES OF THE VALUE OF THE ASSETS OR FUTURE REVENUES GENERATED BY THE ASSETS, (V) THE PRODUCTION
OF HYDROCARBONS FROM THE ASSETS, (VI) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY,
DESIGN OR MARKETABILITY OF THE ASSETS, (VII) THE CONTENT, CHARACTER OR NATURE OF ANY DESCRIPTIVE
MEMORANDUM, REPORTS, BROCHURES, CHARTS OR STATEMENTS PREPARED BY THIRD PARTIES, (VIII) ANY OTHER
MATERIALS OR INFORMATION THAT MAY HAVE BEEN MADE AVAILABLE OR COMMUNICATED TO PURCHASER OR ITS
AFFILIATES, OR ITS OR THEIR EMPLOYEES, AGENTS, CONSULTANTS, REPRESENTATIVES OR ADVISORS IN
CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY DISCUSSION OR PRESENTATION
RELATING THERETO, AND FURTHER DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR
IMPLIED, OF MERCHANTABILITY, FREEDOM FROM REDHIBITORY VICES OR DEFECTS, FITNESS FOR A PARTICULAR
PURPOSE OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OF ANY EQUIPMENT, IT BEING EXPRESSLY
UNDERSTOOD AND AGREED BY THE PARTIES THAT PURCHASER SHALL BE DEEMED TO BE OBTAINING THE ASSETS IN
THEIR PRESENT STATUS, CONDITION AND STATE OF REPAIR, “AS IS” AND “WHERE IS” WITH ALL FAULTS AND
THAT PURCHASER HAS MADE OR CAUSED TO BE MADE SUCH INSPECTIONS AS PURCHASER DEEMS APPROPRIATE, OR
(IX) ANY IMPLIED OR EXPRESS WARRANTY OF FREEDOM FROM PATENT OR TRADEMARK INFRINGEMENT.



(c) SELLER HAS NOT AND WILL NOT MAKE ANY REPRESENTATION OR WARRANTY REGARDING ANY MATTER OR
CIRCUMSTANCE RELATING TO ENVIRONMENTAL LAWS, ENVIRONMENTAL LIABILITIES, THE RELEASE OF MATERIALS
INTO THE ENVIRONMENT OR THE PROTECTION OF HUMAN HEALTH, SAFETY, NATURAL RESOURCES OR THE
ENVIRONMENT, OR ANY OTHER ENVIRONMENTAL CONDITION OF THE ASSETS, AND NOTHING IN THIS AGREEMENT OR
OTHERWISE SHALL BE CONSTRUED AS SUCH A REPRESENTATION OR WARRANTY, AND PURCHASER SHALL BE DEEMED TO
BE TAKING THE ASSETS “AS IS” AND “WHERE IS” FOR PURPOSES OF THEIR ENVIRONMENTAL CONDITION.



Section 11.9 Waiver of Trade Practices Acts.



(a) It is the intention of the parties that Purchaser’s rights and remedies with respect to
this transaction and with respect to all acts or practices of Seller, past, present or future, in
connection with this transaction shall be governed by legal principles other than the Colorado
Consumer Protection Act, C.R.S.. 6-1-101— et seq. (the “CCPA”). As such, Purchaser hereby waives
the applicability of —the CCPA to this transaction and any and all duties, rights or remedies that
might be imposed by the CCPA, whether such duties, rights and remedies are applied directly by the
CCPA itself or indirectly in connection with other statutes. Purchaser acknowledges, represents
and warrants that it is purchasing the goods and/or services covered by this Agreement for
commercial or business use; that it has assets of $5,000,000.00 or more according to its most
recent financial statement prepared in accordance with generally accepted accounting principles;
that it has knowledge and experience in financial and business matters that enable it to evaluate
the merits and risks of a transaction such as this; and that it is not in a significantly disparate
bargaining position with Seller.



(b) Purchaser expressly recognizes that the price for which Seller has agreed to perform its
obligations under this Agreement has been predicated upon the inapplicability of the CCPA and this
waiver of the CCPA. Purchaser further recognizes that Seller, in determining to proceed with the
entering into of this Agreement, has expressly relied on this waiver and the inapplicability of the
CCPA.



Section 11.10 Recording.



As soon as practicable after Closing, Purchaser shall record the Conveyance in the appropriate
counties and provide Seller with copies of all recorded or approved instruments.



The Conveyance is intended to convey all of the Assets being conveyed pursuant to this
Agreement. Certain Properties or specific portions of the Properties that are leased from, or
require the approval to transfer by, a Governmental Body are conveyed under the Conveyance and also
are described and covered other separate assignments made by Seller to Purchaser on officially
approved forms, or forms acceptable to such Governmental Body, in sufficient multiple originals to
satisfy applicable statutory and regulatory requirements. The interests conveyed by such separate
assignments are the same, and not in addition to, the interests conveyed in the Conveyance attached
as Exhibit B. Further, such assignments shall be deemed to contain the special warranty of title
of Seller and all of the exceptions, reservations, rights, titles, power and privileges set forth
herein and in the Conveyance as fully and only to the extent as though they were set forth in each
such separate assignment.



ARTICLE 12

MISCELLANEOUS








Section 12.1 Counterparts.



This Agreement may be executed in counterparts, each of which shall be deemed an original
instrument, but all such counterparts together shall constitute but one agreement.



Section 12.2 Notice.



All notices which are required or may be given pursuant to this Agreement shall be sufficient
in all respects if given in writing and delivered personally, by telecopy or by registered or
certified mail, postage prepaid, as follows:



If to Seller:



Anadarko E&P Company LP



1201 Lake Robbins Drive



The Woodlands, TX 77380



Attention: Vice President, Corporate Development



Telephone: (832) 636-3027



Telecopy: (832) 636-8059



With a copy to (which



shall not constitute



notice):



Anadarko E&P Company LP



1201 Lake Robbins Drive



The Woodlands, TX 77380



Attention: Associate General Counsel



Telephone: (832) 636-7539



Telecopy: (832) 636-8001



If to Purchaser:



Double Eagle Petroluem Co.



1675 Broadway Suite 2200



Denver, Colorado 80202



Attention: Kurtis Hooley



Telephone: (303) 794-8445



Telecopy: 303-794-8451



With a copy to (which



shall not constitute



notice):



Faegre Baker Daniels LLP



1700 Lincoln Street



3200 Wells Fargo Center



Denver, CO 80203



Attention: Douglas R. Wright



Telephone: (303) 607-3671



Telecopy: (303) 607-3600



Either party may change its address for notice by notice to the other in the manner set forth
above. All notices shall be deemed to have been duly given at the time of receipt by the party to
which such notice is addressed.



Section 12.3 Sales or Use Tax Recording Fees and Similar Taxes and Fees.



Purchaser and Seller shall equally bear any sales, use, excise, real property transfer or
gain, gross receipts, goods and services, registration, capital, documentary, stamp or transfer
Taxes, recording fees and similar Taxes and fees incurred and imposed upon, or with respect to, the
property transfers or other transactions contemplated hereby. Seller will determine, and Purchaser
agrees to cooperate with Seller in determining, sales tax, if any, that is due in connection with
the sale of Assets and Purchaser agrees to pay one-half of any such tax to Seller at Closing. If
such transfers or transactions are exempt from any such taxes or fees upon the filing of an
appropriate certificate or other evidence of exemption, Purchaser will timely furnish to Seller
such certificate or evidence.



Section 12.4 Expenses.



Except as provided in Section 12.3, all expenses incurred by Seller in connection with or
related to the authorization, preparation or execution of this Agreement, the Conveyance delivered
hereunder and the Exhibits and Schedules hereto and thereto, and all other matters related to the
Closing, including without limitation, all fees and expenses of counsel, accountants and financial
advisers employed by Seller, shall be borne solely and entirely by Seller, and all such expenses
incurred by Purchaser shall be borne solely and entirely by Purchaser.



Section 12.5 Change of Name.



As promptly as practicable, but in any case within thirty (30) days after the Closing Date,
Purchaser shall eliminate the names “Kerr-McGee Oil and Gas Onshore, LP”, “Anadarko E&P Company
LP”, “Anadarko”, “Kerr-McGee”, and any variants thereof from the Assets acquired pursuant to this
Agreement and, except with respect to such grace period for eliminating existing usage, shall have
no right to use any logos, trademarks or trade names belonging to Seller or any of its Affiliates.



Section 12.6 Replacement of Bonds, Letters of Credit and Guarantees.



The parties understand that none of the bonds, letters of credit and guarantees, if any,
posted by Seller or any of its Affiliates with Governmental Bodies and relating to the Assets may
be transferable to Purchaser. Promptly following Closing, Purchaser shall obtain, or cause to be
obtained in the name of Purchaser, replacements for such bonds, letters of credit and guarantees,
to the extent such replacements are necessary to permit the cancellation of the bonds, letters of
credit and guarantees posted by Seller or any of its Affiliates or to consummate the transactions
contemplated by this Agreement.



Section 12.7 Governing Law and Venue.



THIS AGREEMENT AND THE LEGAL RELATIONS BETWEEN THE PARTIES SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF
LAWS OTHERWISE APPLICABLE TO SUCH DETERMINATIONS. JURISDICTION AND VENUE WITH RESPECT TO ANY
DISPUTES ARISING HEREUNDER SHALL BE PROPER ONLY IN DENVER COUNTY, COLORADO.



Section 12.8 Captions.



The captions in this Agreement are for convenience only and shall not be considered a part of
or affect the construction or interpretation of any provision of this Agreement.



Section 12.9 Waivers.



Any failure by any party or parties to comply with any of its or their obligations, agreements
or conditions herein contained may be waived in writing, but not in any other manner, by the party
or parties to whom such compliance is owed. No waiver of, or consent to a change in, any of the
provisions of this Agreement shall be deemed or shall constitute a waiver of, or consent to a
change in, other provisions hereof (whether or not similar), nor shall such waiver constitute a
continuing waiver unless otherwise expressly provided.



Section 12.10 Assignment.



Except as set forth in Section 7.8(b), no party shall assign all or any part of this
Agreement, nor shall any party assign or delegate any of its rights or duties hereunder, without
the prior written consent of the other party and any assignment or delegation made without such
consent shall be void. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns.



Section 12.11 Entire Agreement.



The Confidentiality Agreement, this Agreement and the Exhibits and Schedules attached hereto,
and the documents to be executed hereunder constitute the entire agreement between the parties
pertaining to the subject matter hereof, and supersede all prior agreements, understandings,
negotiations and discussions, whether oral or written, of the parties pertaining to the subject
matter hereof.



Section 12.12 Amendment.



(a) This Agreement may be amended or modified only by an agreement in writing executed by both
parties.



(b) No waiver of any right under this Agreement shall be binding unless executed in writing by
the party to be bound thereby.



Section 12.13 No Third-Party Beneficiaries.



Nothing in this Agreement shall entitle any Person other than Purchaser and Seller to any
Claims, remedy or right of any kind, except as to those rights expressly provided to Seller
Indemnitees and Purchaser Indemnitees (provided, however, any claim for indemnity hereunder on
behalf of a Seller Indemnitee or a Purchaser Indemnitee must be made and administered by a party to
this Agreement).



Section 12.14 References.



In this Agreement:



(a) References to any gender includes a reference to all other genders;



(b) References to the singular includes the plural, and vice versa;



(c) Reference to any Article or Section means an Article or Section of this Agreement;



(d) Reference to any Exhibit or Schedule means an Exhibit or Schedule to this Agreement, all
of which are incorporated into and made a part of this Agreement;



(e) Unless expressly provided to the contrary, “hereunder”, “hereof’, “herein” and words of
similar import are references to this Agreement as a whole and not any particular Section or other
provision of this Agreement; and



(f) “Include” and “including” shall mean include or including without limiting the generality
of the description preceding such term.



Section 12.15 Construction.



Purchaser is a party capable of making such investigation, inspection, review and evaluation
of the Assets as a prudent purchaser would deem appropriate under the circumstances including with
respect to all matters relating to the Assets, their value, operation and suitability. Each of
Seller and Purchaser has had substantial input into the drafting and preparation of this Agreement
and has had the opportunity to exercise business discretion in relation to the negotiation of the
details of the transactions contemplated hereby. This Agreement is the result of arm’s-length
negotiations from equal bargaining positions. In the event of a dispute over the meaning or
application of this Agreement, it shall be construed fairly and reasonably and neither more
strongly for nor against either party.



Section 12.16 Limitation on Damages.



Notwithstanding any other provision contained elsewhere in this Agreement to the contrary, the
parties acknowledge that this Agreement does not authorize one party to sue for or collect from the
other party its own punitive damages, or its own consequential or indirect damages in connection
with this Agreement and the transactions contemplated hereby and each party expressly waives for
itself and on behalf of its Affiliates, any and all Claims it may have against the other party for
its own such damages in connection with this Agreement and the transactions contemplated hereby.



Section 12.17 Conspicuousness.



The parties agree that provisions in this Agreement in “bold” type satisfy any requirements of
the “express negligence rule” and any other requirements at law or in equity that provisions be
conspicuously marked or highlighted.



Section 12.18 Severability.



If any term or other provisions of this Agreement is held invalid, illegal or incapable of
being enforced under any rule of law, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal substance of the
transactions contemplated hereby is not affected in a materially adverse manner with respect to
either party.



Section 12.19 Time of Essence.



Time is of the essence in this Agreement. If the date specified in this Agreement for giving
any notice or taking any action is not a Business Day (or if the period during which any notice is
required to be given or any action taken expires on a date which is not a Business Day), then the
date for giving such notice or taking such action (and the expiration date of such period during
which notice is required to be given or action taken) shall be the next day which is a Business
Day.



Section 12.20 Prior Effective Time Cost Settlement 



Seller currently has prior effective amounts due from Warren Resources, Inc. (“Warren”), under
an agreement between Warren Resources Inc., and Dolar Energy, L.L.C. dated June 8, 2011, and an
agreement between Warren Resources Inc., and Lane Lasrich dated June 8, 2011, both agreements are
listed on Schedule 1.2(e) Contracts. The total amount due to Seller from these agreements with
Warren constitutes a Receipt pursuant to Section 11.1 of this Agreement (“Warren Receipts”).
Seller hereby waives and relinquishes any rights to the Warren Receipts due Seller from Warren.
In exchange for Seller’s waiver and relinquishment of the Warren Receipts, Purchaser hereby agrees
to increase the Final Settlement Statement in favor of Seller by the amount of $100,000.00.



IN WITNESS WHEREOF, this Agreement has been signed by each of the parties hereto on the date
first above written.




SELLER:




ANADARKO E&P COMPANY LP




By:/s/ James J. Kleckner

Name:James J.Kleckner 

Title: Vice President





PURCHASER:




DOUBLE EAGLE PETROLEUM CO.




By: /s/ Kurtis Hooley



	 	 	 
	 	 




                      Name:Kurtis Hooley                }
                      Title:      Chief Financial Officer

Name:Kurtis Hooley

	 	 	Title: Chief Financial Officer