accruing before the
Effective Date;
(iii) all corporate, financial, tax and legal (other than title) records of
Grantor;
(iv) all contracts of insurance or indemnity, to the extent that the proceeds
relate to the losses of Grantor based on its interests in and to the Properties;
(v) any refund of costs, taxes or expenses borne by Grantor attributable to the
period prior to the Effective Date, except for severance tax refunds conveyed to
Grantee above;
(vi) all deposits, cash, checks, funds and accounts receivable attributable to
Grantor's interests in the Properties with respect to any period of time prior
to the Effective Date;
(vii) all computer or communications software or intellectual property
(including tapes, data and program documentation and all tangible manifestations
and technical information relating thereto) owned, licensed or used by Grantor,
and not otherwise in possession of the Grantee; and
These excluded properties are collectively referred to as the "Excluded
Properties." It is understood that certain of the Excluded Properties may not be
embraced by the term "Properties." The fact that certain assets have been
expressly excluded is not intended to suggest that had they not been excluded
they would have constituted Properties and shall be not used to interpret the
meaning of any word or phrase used in describing the Properties.
TO HAVE AND TO HOLD the Properties unto Grantee, its successors and assigns,
forever.
THIS CONVEYANCE IS MADE WITHOUT ANY WARRANTIES OR REPRESENTATIONS, EXPRESS,
IMPLIED, STATUTORY OR OTHERWISE AND GRANTOR EXPRESSLY DISCLAIMS ANY AND ALL
OTHER REPRESENTATIONS AND WARRANTIES. WITHOUT LIMITATION OF THE FOREGOING, THE
PROPERTIES ARE CONVEYED PURSUANT HERETO WITHOUT ANY WARRANTY OR REPRESENTATION
WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, RELATING TO TITLE TO THE
PROPERTIES OR RELATING TO THE CONDITION, QUANTITY, QUALITY, FITNESS FOR A
PARTICULAR PURPOSE, CONFORMITY TO THE MODELS OR SAMPLES OF MATERIALS OR
MERCHANTABILITY OF ANY EQUIPMENT OR ITS FITNESS FOR ANY PURPOSE. WITHOUT
LIMITATION OF THE FOREGOING, IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT THE
DOCTRINE OF AFTER ACQUIRED TITLE SHALL NOT APPLY TO THIS CONVEYANCE AND THAT THE
GRANTOR SHALL NOT BE ESTOPPED FROM ASSERTING ANY AFTER ACQUIRED RIGHT, TITLE OR
INTEREST. GRANTEE HAS INSPECTED, OR WAIVED ITS RIGHT TO INSPECT, THE PROPERTIES
FOR ALL PURPOSES AND SATISFIED ITSELF AS TO THEIR PHYSICAL AND ENVIRONMENTAL
CONDITION, BOTH SURFACE AND SUBSURFACE, INCLUDING BUT NOT LIMITED TO CONDITIONS
SPECIFICALLY RELATED TO THE PRESENCE, RELEASE OR DISPOSAL OF HAZARDOUS
SUBSTANCES, SOLID WASTES, ASBESTOS AND OTHER MAN MADE FIBERS, OR NATURALLY
OCCURRING RADIOACTIVE MATERIALS ("NORM"). GRANTEE IS RELYING SOLELY UPON ITS OWN
INSPECTION OF THE PROPERTIES, AND GRANTEE ACCEPTS ALL OF
2
THE SAME IN THEIR "AS IS"," WHERE IS" CONDITION. ALSO WITHOUT LIMITATION OF THE
FOREGOING, GRANTOR MAKES NO WARRANTY OR REPRESENTATION, EXPRESS, IMPLIED,
STATUTORY OR OTHERWISE, AS TO THE ACCURACY OR COMPLETENESS OF ANY DATA, REPORTS,
RECORDS, PROJECTIONS, INFORMATION OR MATERIALS NOW, HERETOFORE OR HEREAFTER
FURNISHED OR MADE AVAILABLE TO GRANTEE IN CONNECTION WITH THIS CONVEYANCE
INCLUDING, WITHOUT LIMITATION, RELATIVE TO PRICING ASSUMPTIONS, OR QUALITY OR
QUANTITY OF HYDROCARBON RESERVES