unitization, pooling, and communitization agreements, declarations and orders,
area of mutual interest agreements, joint venture agreements, farmin and farmout
agreements, exchange agreements, transportation agreements, agreements for the
sale and purchase of oil and gas and processing agreements ("Contracts"); and
G.
all data and records of Assignor, to the
extent relating solely to the Net Profits Royalties, the Suspended Royalties or
the Contracts.
1
All of the real and personal properties, rights, titles, and interests described
in paragraphs (A) through (D) above are hereinafter collectively called the
"Properties" or, individually, a "Property", subject to the limitations and
terms expressly set forth herein and in Exhibit A and Exhibit B; provided,
however, the Properties shall in no event include any of the Excluded Properties
(as such tem is defined in the Purchase Agreement.
TO HAVE AND TO HOLD the Properties unto Assignee, its successors and assigns,
forever.
This Assignment, Bill of Sale and Conveyance (the "Assignment") is made and
accepted expressly subject to the following terms and conditions:
1.
This Assignment is executed and delivered pursuant to and made subject to
that certain Purchase and Sale Agreement dated November 8, 2007 (the "Purchase
Agreement") between Assignor, as Seller, and Assignee, as Buyer, and in the
event of any conflict or inconsistency between any term hereof and any term of
the Purchase Agreement, the terms of the Purchase Agreement shall in all
respects control.
All capitalized terms not defined herein shall have the
meaning ascribed to such term in the Purchase Agreement
2.
THIS ASSIGNMENT IS MADE AND DELIVERED WITHOUT ANY WARRANTY OF TITLE,
EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITHOUT ANY EXPRESS OR IMPLIED
WARRANTY OR REPRESENTATION AS TO THE MERCHANTABILITY OF ANY OF THE EQUIPMENT OR
OTHER PERSONAL PROPERTY INCLUDED IN THE PROPERTIES OR ITS FITNESS FOR ANY
PARTICULAR PURPOSE, AND WITHOUT ANY OTHER EXPRESS OR IMPLIED WARRANTY OR
REPRESENTATION WHATSOEVER.
IT IS UNDERSTOOD AND AGREED THAT ASSIGNEE HAS
INSPECTED THE PROPERTIES FOR ALL PURPOSES, INCLUDING WITHOUT LIMITATION FOR THE
PURPOSE OF DETECTING THE PRESENCE OF NORM AND MAN MADE MATERIAL FIBERS
(HEREINAFTER REFERRED TO AS "MMMF") AND SATISFIED ITSELF AS TO THEIR PHYSICAL
AND ENVIRONMENTAL CONDITION, BOTH SURFACE AND SUBSURFACE, INCLUDING, BUT NOT
LIMITED TO, CONDITIONS RELATED TO THE PRESENCE, RELEASE, OR DISPOSAL OF
HAZARDOUS SUBSTANCES, AND THAT ASSIGNEE IS RELYING SOLELY UPON THE RESULTS OF
SUCH INSPECTION OF THE PROPERTIES AND SHALL ACCEPT ALL OF THE SAME IN THEIR "AS
IS, WHERE IS" CONDITION.
ASSIGNOR DISCLAIMS ALL LIABILITY ARISING IN CONNECTION
WITH THE PRESENCE OF NORM OR MMMF ON THE PROPERTIES AND IF TESTS HAVE BEEN
CONDUCTED BY ASSIGNOR FOR THE PRESENCE OF NORM OR MMMF, ASSIGNOR DISCLAIMS ANY
WARRANTY RESPECTING THE ACCURACY OF SUCH TESTS OR RESULTS.
IN ADDITION,
ASSIGNOR AND ITS CONSULTANTS MAKES NO AND EXPRESSLY DISCLAIMS ANY REPRESENTATION
OR WARRANTY, EXPRESS OR IMPLIED, AS TO (I) TITLE TO ANY OF THE PROPERTIES,
(II) THE CONTENTS, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, ECONOMIC
INFORMATION OR REPORTS, OR ANY REPORT OF ANY PETROLEUM ENGINEERING CONSULTANT,
OR