FOR IN THE PURCHASE AND SALE
AGREEMENT OR THIS CONVEYANCE, NONE OF GRANTOR, ANY MEMBER OF SELLER GROUP, OR
ANY PERSON ACTING ON BEHALF OF GRANTOR, HAS MADE, AND GRANTEE IS NOT RELYING
UPON, ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OR OTHER ASSURANCE
RELATING TO (a) THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION,
DATA OR OTHER MATERIALS (WRITTEN OR VERBAL) NOW, HERETOFORE, OR HEREAFTER
FURNISHED TO GRANTEE BY OR ON BEHALF OF GRANTOR OR (b) PRODUCTION RATES,
RECOMPLETION OPPORTUNITIES, DECLINE RATES, GEOLOGICAL OR GEOPHYSICAL DATA OR
INTERPRETATIONS, THE QUALITY, QUANTITY, RECOVERABILITY OR COST OF RECOVERY OF
ANY
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HYDROCARBON RESERVES, ANY PRODUCT PRICING ASSUMPTIONS, OR THE ABILITY TO SELL OR
MARKET ANY HYDROCARBONS AFTER CLOSING.
(e)
GRANTEE ACKNOWLEDGES THAT SOME OILFIELD PRODUCTION EQUIPMENT INCLUDED
WITHIN THE ASSETS MAY CONTAIN ASBESTOS AND/OR NATURALLY OCCURRING RADIOACTIVE
MATERIAL ("NORM"). GRANTEE SPECIFICALLY ACKNOWLEDGES THAT NORM MAY AFFIX OR
ATTACH ITSELF TO THE INSIDE OF WELLBORES, MATERIALS AND EQUIPMENT AS SCALE OR IN
OTHER FORMS, AND THAT WELLS, MATERIALS AND EQUIPMENT INCLUDED WITHIN THE ASSETS
AND/OR LOCATED ON A MINERAL INTEREST MAY CONTAIN NORM AND NORM-CONTAINING
MATERIAL MAY HAVE BEEN DISPOSED OF ON OR OFF OF A PROPERTY. GRANTEE UNDERSTANDS
THAT, INASMUCH AS THE PRESENCE OF ASBESTOS AND/OR NORM MAY CONSTITUTE A HEALTH
HAZARD, SPECIAL SAFETY AND HANDLING PROCEDURES MAY BE REQUIRED FOR THE REMOVAL
AND DISPOSAL OF ASBESTOS AND NORM FROM THE PROPERTIES IF AND WHERE SUCH MAY BE
FOUND.
(f)
EXCEPT WITH RESPECT TO SECTION 6.1 OF THE PURCHASE AND SALE AGREEMENT
AND THE SPECIAL WARRANTY OF TITLE CONTAINED IN SECTION 1.2, (A) GRANTOR SHALL
CONVEY GRANTOR'S INTERESTS IN AND TO THE ASSETS TO GRANTEE WITHOUT ANY WARRANTY
OF TITLE, EXPRESS OR IMPLIED AND (B) GRANTOR DOES NOT MAKE OR PROVIDE (AND
GRANTOR HEREBY EXPRESSLY DISCLAIMS) AND GRANTEE HEREBY WAIVES ANY WARRANTY OR
REPRESENTATION, EXPRESS OR IMPLIED, OR OTHER ASSURANCES CONCERNING THE
DESCRIPTION OF THE MINERAL INTERESTS, INCLUDING LISTINGS OF NET MINERAL ACRES,
PERCENTAGE WORKING INTERESTS OR PERCENTAGE NET REVENUE INTERESTS.
(g)
GRANTEE ACKNOWLEDGES THAT THE DISCLAIMERS, WAIVERS AND RELEASES
CONTAINED IN THIS SECTION 1.3 AND ELSEWHERE IN THIS CONVEYANCE ARE CONSPICUOUS.
ARTICLE 2
ASSUMPTION OF OBLIGATIONS
Section 2.1
Assumed Obligations
Grantee hereby assumes and agrees to fulfill, perform, pay and discharge (or
cause to be timely fulfilled, performed, paid or discharged) all of the Assumed
Obligations.
Section 2.2
Basic Documents
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The sale, transfer and conveyance of the Assets to Grantee is subject to, and
Grantee agrees to accept the Assets subject to and agrees to be bound to and to
perform, the Basic Documents; provided that the Basic Documents do not include
any Excluded Assets.
ARTICLE 3
MISCELLANEOUS
Section 3.1
Defined Terms
(a)
"Basic Documents" means, collectively, any and all reservations,
exceptions, limitations, contracts, assignments, leases and subleases, farmout
agreements, joint or unit operating agreements, pooling agreements, letter
agreements, production processing or handling agreements, interconnect,
transportation, gas sales, metering and allocation, pooling or unitization
agreements, easements, rights-of-way and all other agreements or instruments
pertaining to the Assets,