the Subject Properties, any seismic data not owned by or licensed to Grantor
and any seismic data which is not transferable.
TO HAVE AND TO HOLD the Subject Properties unto Grantee, Grantee's successors
and assigns, forever.
This Conveyance is made subject to that certain Agreement of Sale and Purchase
between Grantor and Grantee dated August ___, 2004.
Such Agreement of Sale and
Purchase contains certain representations, warranties, indemnities and
agreements between the parties, some of which may survive the delivery of this
Conveyance, as more particular provided for therein, but
third parties may
conclusively rely on this Conveyance to vest title to the Subject Properties in
Grantee.
Subject to the terms and provisions of such Agreement of Sale and
Purchase:
(a)
GRANTOR AGREES TO WARRANT AND FOREVER
DEFEND TITLE TO THE SUBJECT PROPERTIES UNTO GRANTEE AND ITS SUCCESSORS AND
ASSIGNS, AGAINST THE CLAIMS AND DEMANDS OF ALL PERSONS CLAIMING, OR TO CLAIM THE
SAME, OR ANY PART THEREOF BY, THROUGH OR UNDER GRANTOR, BUT NOT OTHERWISE;
(b)
THE EXPRESS WARRANTY OF TITLE SET FORTH
ABOVE IS EXCLUSIVE, AND IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES,
EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND GRANTOR EXPRESSLY DISCLAIMS ANY
AND ALL SUCH OTHER REPRESENTATIONS AND WARRANTIES;
(c)
WITHOUT LIMITATION OF THE FOREGOING, THE
SUBJECT PROPERTIES ARE CONVEYED PURSUANT HERETO WITHOUT ANY WARRANTY OR
REPRESENTATION WHETHER EXPRESS, IMPLIED, STATUTORY OR
OTHERWISE, 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, AND, EXCEPT AS PROVIDED OTHERWISE IN (a) ABOVE, WITHOUT
ANY OTHER EXPRESS, IMPLIED, STATUTORY OR OTHER WARRANTY OR REPRESENTATION
WHATSOEVER;
Grantor agrees to execute and deliver to Grantee, from time to time, such other
and additional instruments, notices, division orders, transfer orders and other
documents, and to do all such other and further acts and things as may be
necessary to more fully and effectively grant, convey and assign to Grantee the
Subject Properties.
This Conveyance is being executed in several counterparts all of which are
identical.
IN WITNESS WHEREOF this Conveyance has been executed on August
, 2004,
effective as to runs of oil and deliveries of gas, and for all other purposes,
as of 7:00 a.m. Central Daylight Time on June 1, 2004.
WITNESSES:
PHAWK, LLC
Name:
By:
Floyd C. Wilson, President
Name:
WITNESSES:
PETROHAWK ENERGY CORPORATION
Name:
By;
Name:
Title:
Name:
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