purchase from Seller the properties and rights of Seller
hereafter described, subject to the terms of this Agreement.
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 is 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 and convey to Purchaser and Purchaser agrees to
purchase, accept and pay for the Assets (as defined in Section 1.2).
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:
(A)
ALL RIGHT, TITLE AND INTEREST OF SELLER IN AND TO ALL OF THE OIL
AND GAS LEASES; OIL, GAS AND MINERAL LEASES; SUBLEASES AND OTHER LEASEHOLDS;
CARRIED INTERESTS; FARMOUT RIGHTS; OPTIONS; FEE MINERALS; AND OTHER PROPERTIES
AND INTERESTS DESCRIBED ON EXHIBIT 1.2(A), SUBJECT TO SUCH DEPTH LIMITATIONS,
EXCLUSIONS AND OTHER RESTRICTIONS AS MAY BE SET FORTH ON EXHIBIT 1.2(A)
(COLLECTIVELY, THE "LEASES"), TOGETHER WITH EACH AND EVERY KIND AND CHARACTER OF
RIGHT, TITLE, CLAIM, AND INTEREST THAT SELLER HAS IN AND TO THE LEASES AND THE
LANDS COVERED THEREBY, POOLED, UNITIZED, COMMUNITIZED OR CONSOLIDATED THEREWITH
(THE "LANDS");
(B)
ALL RIGHT, TITLE AND INTEREST OF SELLER IN AND TO OIL, GAS, WATER,
DISPOSAL OR INJECTION WELLS LOCATED ON THE LANDS, WHETHER PRODUCING, NOT
PRODUCING, SHUT-IN, TEMPORARILY ABANDONED OR PERMANENTLY ABANDONED, INCLUDING
THE INTERESTS IN THE WELLS SHOWN ON EXHIBIT 1.2(B) ATTACHED HERETO (THE
"WELLS");
(C)
ALL LEASEHOLD INTEREST OF SELLER IN OR TO ANY POOLS OR UNITS WHICH
INCLUDE ANY LANDS OR ALL OR A PART OF ANY LEASES OR INCLUDE ANY WELLS, INCLUDING
THOSE POOLS OR UNITS SHOWN ON EXHIBIT 1.2(C) (THE "UNITS"; THE UNITS, TOGETHER
WITH THE LEASES, LANDS AND WELLS, BEING HEREINAFTER REFERRED TO AS THE
"PROPERTIES"), AND INCLUDING ALL LEASEHOLD
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interest of Seller in production from any such Unit, whether such Unit
production comes from Wells located on or off of a Lease, and all tenements,
hereditaments and appurtenances belonging to the Leases and Units;
(D)
ALL OF SELLER'S INTEREST IN, TO AND UNDER OR DERIVED FROM ALL
CONTRACTS, AGREEMENTS AND INSTRUMENTS BY WHICH THE ASSETS ARE BOUND, OR THAT
RELATE TO OR ARE OTHERWISE APPLICABLE TO THE ASSETS, TO THE EXTENT APPLICABLE TO
THE ASSETS RATHER THAN SELLER'S OTHER PROPERTIES, INCLUDING BUT NOT LIMITED TO,
OPERATING AGREEMENTS, UNITIZATION, POOLING AND COMMUNITIZATION AGREEMENTS,
DECLARATIONS AND ORDERS, JOINT VENTURE AGREEMENTS, FARMIN AND FARMOUT
AGREEMENTS, WATER RIGHTS AGREEMENTS, EXPLORATION AGREEMENTS, PARTICIPATION
AGREEMENTS, EXCHANGE AGREEMENTS, TRANSPORTATION OR GATHERING AGREEMENTS,
AGREEMENTS FOR THE SALE AND PURCHASE OF OIL, GAS, CASINGHEAD GAS OR PROCESSING
AGREEMENTS TO THE EXTENT APPLICABLE