Property Interests. All of Seller’s, right, title and interest in and to the following shall herein be called the Property Interests: (i) The oil, gas and water injection ▇▇▇▇▇ described in EXHIBIT A hereto (the “▇▇▇▇▇”), together with all oil, gas and mineral production from the ▇▇▇▇▇; (ii) All oil, gas, casinghead gas, condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons and all products refined therefrom, together with all minerals produced in association with these substances (collectively called the “Hydrocarbons”) in and under and which may be produced and saved from or attributable to the ▇▇▇▇▇, and all profits, proceeds, products, revenues and other income from or attributable thereto; (iii) All the property, rights, privileges, benefits and appurtenances in any way belonging, incidental to, or pertaining to the property, interests and rights described in Sections A (i) through A (iv) including the ▇▇▇▇▇ and reserves of unproduced oil and natural gas in place, including, to the extent transferable, all exploration agreements, letter agreements, product purchase and sale contracts, surface leases, gas gathering contracts, processing agreements, compression agreements, equipment leases, permits, gathering lines, rights-of-way, easements, licenses, farmouts and farmins, options, orders, pooling, spacing or consolidation agreements and operating agreements and all other agreements relating thereto into which the Seller has entered (the “Contracts”); and (iv) All of the files, records, data (including seismic data and related information) and other documentary information maintained in the normal course of business by Seller pertaining to the ▇▇▇▇▇, Hydrocarbons and the Contracts (collectively, the “Data”) in the format maintained by Seller. The Data shall not, however, include any information, which, if disclosed, would cause Seller to breach any contract or agreement. Seller will use reasonable efforts to obtain any required consent to disclose such information. Notwithstanding anything in this Agreement to the contrary, (i) Seller will retain and not transfer to Buyer the Property Interests described in Exhibit A-2, including but not limited to, any Property Interests expressly retained by Seller or otherwise disposed of not in violation of any provision of this Agreement during the period from date hereof until the date of the proposed Final Settlement Statement as described in Article I-G below (the “Excluded Assets”); and (ii) Buyer will not assume and will be deemed not to have assumed and be responsible for, and Seller will be solely and exclusively liable and responsible for, any indebtedness (as defined below), obligations, contracts or liabilities of Seller relating to the Excluded Assets, including but not limited to, the obligations pertaining to Environmental Liabilities, General Liabilities, Plugging and Abandonment Obligations (as defined below) and other liabilities otherwise assumed by Buyer under the terms of this Agreement (collectively, the “Retained Liabilities”)
Appears in 2 contracts
Sources: Asset Purchase Agreement (Warren Resources Inc), Asset Purchase Agreement (Warren Resources Inc)