(ii) income or franchise taxes or (iii) any taxes attributable to any
period prior to the Effective Date; (g) all office leases, office furniture,
personal computers and associated peripherals and all radio and telephone
equipment not on the Properties; (h) all of Grantor's proprietary computer
software, patents, trade secrets, copyrights, names, trademarks, logos and other
intellectual property; (i) all documents and instruments of Grantor that may be
protected by an attorney-client privilege; (j) all data that cannot be disclosed
to Buyer as a result of confidentiality arrangements under agreements with third
parties; (k) all geophysical, and other seismic and related technical data and
information relating to the Properties to the extent not assignable without
payment of fee or penalty; (l) documents prepared or received by Grantor with
respect to (i) lists of prospective purchasers for the Properties compiled by
Grantor, (ii) bids submitted by other prospective purchasers of the Properties,
(iii) analyses by Grantor of any bids submitted by any prospective purchaser,
(iv) correspondence between or among Grantor, its respective representatives,
and any prospective purchaser other than Grantee and (v) correspondence between
Grantor or any of its respective representatives with respect to any of the
bids, the prospective purchasers, or the transactions contemplated in this
Agreement; (m) all vehicles of Grantor or its Affiliates (below defined), and
(n) the pulling equipment and workover rig described on Exhibit B.
TO HAVE AND TO HOLD the Properties unto Grantee, its successors and assigns,
forever.
GRANTOR AGREES TO WARRANT AND FOREVER DEFEND TITLE TO THE PROPERTIES UNTO
GRANTEE, ITS SUCCESSORS AND ASSIGNS, AGAINST THE CLAIMS AND DEMANDS OF ALL
PERSONS CLAIMING, OR TO CLAIM THE SAME,
2
OR ANY PART THEREOF BY, THROUGH OR UNDER GRANTOR, BUT NOT OTHERWISE.
This Conveyance is delivered by Grantor pursuant and subject to that certain
Purchase and Sale Agreement dated
between
Grantor,
and Grantee (the "Purchase Agreement"). Capitalized
terms used herein and not otherwise defined shall have the meanings given such
terms in the Purchase Agreement.
GRANTEE ACKNOWLEDGES AND AGREES THAT, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN
THE PURCHASE
AGREEMENT AND THIS CONVEYANCE, NONE OF GRANTOR OR ANY AFFILIATE OF
GRANTOR MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY, IMPLIED OR
OTHERWISE WITH RESPECT TO THE PROPERTIES. EXCEPT AS OTHERWISE EXPRESSLY SET
FORTH IN THE PURCHASE AGREEMENT, GRANTOR, FOR ITSELF AND ITS AFFILIATES, HEREBY
EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES ASSOCIATED WITH
THE PROPERTIES, EXPRESS, STATUTORY, IMPLIED OR OTHERWISE, INCLUDING ANY
REPRESENTATION OR WARRANTY REGARDING:
(I) TITLE, (II) ANY COSTS, EXPENSES,
REVENUES, RECEIPTS, ACCOUNTS RECEIVABLE, OR ACCOUNTS PAYABLE, (III) ANY
CONTRACTUAL,
ECONOMIC OR FINANCIAL INFORMATION AND DATA ASSOCIATED WITH THE
PROPERTIES, (IV) THE CONTINUED FINANCIAL VIABILITY OR PRODUCTIVITY OF THE
PROPERTIES OR TRANSPORTABILITY OF PRODUCT, (V) THE ENVIRONMENTAL OR PHYSICAL
CONDITION OF THE PROPERTIES, (VI) ANY FEDERAL, STATE, LOCAL OR TRIBAL INCOME OR
OTHER TAX CONSEQUENCES ASSOCIATED WITH THE PROPERTIES, (VII) THE ABSENCE OF
PATENT OR LATENT DEFECTS, (VIII) THE STATE OF REPAIR OF THE PROPERTIES, (IX)
MERCHANTABILITY OR CONFORMITY TO MODELS, (X) FITNESS