ACCEPTABLE TO GRANTOR) THAT RELEASES THE NET
PROFITS INTEREST AND THIS CONVEYANCE WITH RESPECT TO THE SUBJECT INTERESTS BEING
TRANSFERRED PURSUANT TO SUCH FARMOUT AGREEMENT; PROVIDED, THE NET PROFITS
INTEREST SHALL CONTINUE TO BURDEN THE SUBJECT INTEREST RETAINED BY GRANTOR.
ARTICLE VI
OWNERSHIP OF PROPERTY; LIABLITY 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
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AN INTEREST IN AND TO THE 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 DATE, 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 MINERAL RIGHT WITH RESPECT TO THE SUBJECT INTERESTS FOR ALL
PURPOSES AND A FULLY VESTED AND FULLY CONVEYED INTEREST IN PROPERTY (REAL OR
PERSONAL, AS APPLICABLE).
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.
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, IMMEDIATELY FOLLOWING THE TRANSFER MADE
PURSUANT TO HIS CONVEYANCE,
GRANTOR IS (I) ENTITLED TO RECEIVE NOT LESS