ARTICLE VI
OWNERSHIP OF PROPERTY; LIABILITY OF GRANTEE; NO RIGHT OF
OPERATIONS BY GRANTEE
6.1 Ownership of Certain Property. The Net Profits Interest does not include any
right, title, or interest in and to any personal property, fixtures, or
equipment and is exclusively an interest in and to the Subject Leases and the
Subject Minerals in and under and produced and saved from the Subject Interests,
and Grantee shall look solely to the Subject Minerals and payments in respect
thereof (as provided herein) for the satisfaction and realization of the Net
Profits Interest.
6.2 No Personal Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN
THIS CONVEYANCE, GRANTEE SHALL NEVER PERSONALLY BE RESPONSIBLE FOR PAYMENT OF
ANY PART OF THE COSTS, EXPENSES OR LIABILITIES INCURRED IN CONNECTION WITH THE
EXPLORING, DEVELOPING, OPERATING AND MAINTAINING OF THE SUBJECT INTERESTS;
PROVIDED, HOWEVER, ALL SUCH COSTS AND EXPENSES SHALL, TO THE EXTENT THE SAME
RELATE TO ACTS, OMISSIONS, EVENTS, CONDITIONS OR CIRCUMSTANCES OCCURRING FROM
AND AFTER THE EFFECTIVE TIME, NEVERTHELESS BE CHARGED AGAINST THE NET PROFITS
ACCOUNT AS AND TO THE EXTENT HEREIN PERMITTED.
6.3 No In-Kind Rights. Grantee shall have no right to take in kind any Subject
Minerals allocable to the Net Profits Interest.
6.4 No Operating Rights. IT IS THE EXPRESS INTENT OF GRANTOR AND GRANTEE THAT
THE NET PROFITS INTEREST SHALL CONSTITUTE (AND THIS CONVEYANCE SHALL
CONCLUSIVELY BE CONSTRUED FOR ALL PURPOSES AS CREATING) A SINGLE, SEPARATE
NON-OPERATING NET PROFITS INTEREST IN AND TO THE SUBJECT LEASES AND MINERALS IN
AND UNDER AND PRODUCED AND SAVED FROM THE SUBJECT INTERESTS DURING THE NET
PROFITS PERIOD FOR ALL PURPOSES AND A FULLY VESTED AND FULLY CONVEYED INTEREST
IN PROPERTY. WITHOUT LIMITATION OF THE GENERALITY OF THE IMMEDIATELY PRECEDING
SENTENCE, GRANTOR AND GRANTEE ACKNOWLEDGE THAT GRANTEE HAS NO RIGHT OR POWER TO
PARTICIPATE IN THE SELECTION OF A DRILLING CONTRACTOR, TO PROPOSE THE DRILLING
OF A WELL, TO DETERMINE THE TIMING OR SEQUENCE OF DRILLING OPERATIONS, TO
COMMENCE OR SHUT DOWN PRODUCTION, TO TAKE OVER OPERATIONS, OR TO SHARE IN ANY
OPERATING DECISION WHATSOEVER OR IN ANY DECISION PERTAINING TO THE
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MARKETING AND SALE OF PRODUCTION WHATSOEVER. GRANTOR AND GRANTEE HEREBY
EXPRESSLY NEGATE ANY INTENT TO CREATE (AND THIS CONVEYANCE SHALL NEVER BE
CONSTRUED AS CREATING) A MINING OR OTHER PARTNERSHIP OR JOINT VENTURE OR OTHER
RELATIONSHIP SUBJECTING GRANTOR AND GRANTEE TO JOINT LIABILITY.
ARTICLE VII
WARRANTY AND NEGATIVE COVENANT
7.1 Warranty. Grantor agrees to warrant and forever defend, all and singular,
the Net Profits Interest unto Grantee, its successors and assigns, against all
persons whomsoever claiming or to claim the same, or any part thereof, by,
through or under Grantor, but not otherwise, subject to the Permitted
Encumbrances. Subject to the Net Profits Interest and the Permitted
Encumbrances, Grantor further warrants to Grantee that with respect to claims
made by, through or under Grantor or its Affiliates, immediately prior to the
transfer made pursuant to this Conveyance, with respect to each Subject Well or
Subject Lease set forth in