or
privileges, that relate directly to or are used in connection with the leasehold
rights, titles and interests described in EXHIBIT "A" attached and made a part
hereof,
all of such right, title and interest described in this clause (i)
being hereinafter referred to herein as the "Leases" or in some cases "Lease" if
the context requires;
(ii)
Wells and Equipment.
All of Assignor's right, title and interest
in and to those wells listed on EXHIBIT "B", and all related personal property,
equipment, fixtures, improvements and permits necessary for the use or operation
of said wells ("Wells"); and
(iii)
Contract Rights.
All of
Assignor's right, title and interest
in or derived from unit agreements, orders and decisions of regulatory
authorities establishing or relating to units, operating agreements, exploration
agreements, communitization agreements, farmout agreements and farmin agreements
and any other agreements relating to the Leases and Wells (collectively, the
"Contracts"), including, without limitation, the Contracts set forth on EXHIBIT
"C" attached hereto.
TO HAVE AND TO HOLD the Assets, together with all and singular the rights,
privileges, contracts and appurtenances, in any way appertaining or belonging
thereto, unto Assignee, its successors and assigns, forever, subject to the
matters set forth herein.
ARTICLE II
SPECIAL WARRANTY OF TITLE AND DISCLAIMERS
Section 2.01 Special Warranty of Title.
Assignor hereby agrees to warrant and
defend title to the Assets solely unto Assignee (and its affiliates) against
every person whomsoever lawfully claiming or to claim the same or any part
thereof, by, through or under Assignor, but not otherwise; subject, however, to
the Permitted Encumbrances (as such term is defined in the Purchase Agreement
described below).
Assignee shall have full rights of substitution and
subrogation to all warranties and covenants heretofore given by others not
affiliated with Assignor with respect to the Leases or any part thereof.
Section 2.02
Disclaimer.
Except as set forth in the
Purchase Agreement, SELLER HAS NOT MADE, AND SELLER HEREBY EXPRESSLY DISCLAIMS
AND NEGATES, AND BUYER HEREBY EXPRESSLY WAIVES, ANY REPRESENTATION OR WARRANTY,
EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO
(I) PRODUCTION RATES, RECOMPLETION OPPORTUNITIES, DECLINE RATES, GAS BALANCING
INFORMATION OR THE QUALITY, QUANTITY, OR VOLUME OF THE RESERVES OF HYDROCARBONS,
IF ANY, ATTRIBUTABLE TO THE ASSETS, (II) THE ACCURACY, COMPLETENESS OR
MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) NOW,
HERETOFORE OR HEREAFTER FURNISHED TO BUYER BY OR ON BEHALF OF SELLER, (III) THE
ENVIRONMENTAL CONDITION OF THE PROPERTIES, (IV) ANY IMPLIED OR EXPRESS WARRANTY
OF MERCHANTABILITY, (V) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A
PARTICULAR PURPOSE, (VI) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS
OR SAMPLES OF MATERIALS, (VII) ANY RIGHTS OF PURCHASERS UNDER APPROPRIATE
STATUTES TO CLAIM DIMINUTION OF CONSIDERATION, AND (VIII) ANY AND ALL IMPLIED
WARRANTIES EXISTING UNDER APPLICABLE LAW; IT BEING THE EXPRESS INTENTION OF BOTH
BUYER AND SELLER THAT SUBJECT TO AND WITHOUT LIMITING SELLER'S EXPRESS
REPRESENTATION AND WARRANTIES CONTAINED HEREIN, THE PERSONAL PROPERTY, EQUIPMENT
AND FIXTURES INCLUDED WITHIN THE PROPERTIES ARE