Common use of Save and except Clause in Contracts

Save and except. The Seller, Seller’s successors, and assigns shall retain all unrestricted water rights to the Property and shall forever retain a reservation of all water in and under, and that may be produced from the Property. If the water estate is subject to existing production or an existing license, this reservation includes the production, the license, and all benefits from it, including any and all permitted ▇▇▇▇▇▇▇ Aquifer Authority groundwater rights. The acre feet of Base Irrigation Groundwater Rights (the “BIG”) appurtenant to the Property (or the amount the EAA determines are appurtenant to the Property) derived from EAA Permit No. P100-860 or any successor or substitute permit, together with all rights associated therewith, are conveyed by Seller to Buyer in Fee Simple Determinable, which rights shall automatically revert back to the Seller upon the date such BIG are no longer categorized as Base Irrigation Groundwater by the EAA and therefore are severable from the Property. Buyer agrees that when the BIG automatically revert back to the Seller under this paragraph, Buyer shall execute any and all reasonable documentation necessary to further evidence this reversion, including, but not limited to, an affidavit of reversion, deed of reversion or such other documentation; provided, however, that it is intended that no such documentation shall be necessary and that this reversion shall be automatic without the need for further action on the part of Seller. Buyer also hereby designates and appoints Seller as its nominee, representative and/or attorney-in-fact in all matters related to the conversion of the BIG including the right to convert the BIG, as well as the authority to amend or modify any permit issued by the EAA (or any successor entity which jurisdiction over the BIG) for the BIG to reflect title to the BIG in Seller. The power of attorney granted herein is irrevocable and coupled with an interest. Seller shall also bear all costs and expenses that are related to the conversion of the BIG. Seller, for itself, its successors or assigns, will waive Seller’s right to use, enter upon or occupy any portion of the surface of the Property for purposes of exploring, producing, developing, or transporting any groundwater from the ▇▇▇▇▇▇▇ Aquifer reserved by Seller, and not to place any fixtures, equipment, buildings or structures on the Property. Additionally, this waiver of surface rights shall not be construed as a waiver of the right of Seller to exploit, explore for, develop, produce water from sites on the surface of lands other than the Property including but not limited to directional ▇▇▇▇▇ bottomed beneath or drilled through any part (other than the surface) of the subject Property or by pooling its rights with lands adjoining the Property in accordance with the laws and regulation of the State of Texas. Seller also reserves to itself and shall be entitled to any proceeds from groundwater trust transfer contracts relating to, or the retirement and/or abandonment of the BIG. Buyer hereby designates Seller as its nominee, representative and attorney-in-fact in all matters related to groundwater trust transfer contracts and the retirement and/or abandonment of the BIG and agrees that such power of attorney shall be irrevocable and coupled with an interest.

Save and except. Grantor hereby reserves unto itself, its successors and assigns, during the period from the Effective Time until the Termination Time (as defined in Exhibit C hereto), as a Production Payment, an interest in each of the Subject Interests (as defined in Exhibit C) in and to the Hydrocarbons (as defined in Exhibit C) which may be procured and saved from the Subject Interests equal to 18.64% of 8/8ths of production attributable to the Subject Interests (after deduction of Lease Use Hydrocarbons and Non-Consent Hydrocarbons attributable to the Subject Interests and Deductible Operating Expenses (all as defined in Exhibit C)), together with all and singular the rights and appurtenances thereto in anywise belonging (the "Production Payment"). The SellerProduction Payment shall be held subject to the terms, Seller’s successorsprovisions and conditions set forth in Exhibit C hereto. This sale is made subject to any rights now existing to any lessee or assigns under any valid and subsisting oil and gas lease now of legal record; it being understood and agreed that Grantee shall have, receive and assigns shall retain enjoy the herein granted interest in and to all unrestricted water rights bonuses, rents, royalties and other benefits which may accrue thereunder from and after the date hereof only insofar as it covers the Grantor's right, title and interest in and to the Property, precisely as if Grantee had been at the date of the making of said lease the owner of a similar undivided interest in and to the Property and shall forever retain a reservation Grantee one of the lessors therein. Grantor agrees to execute such further assurances as may be requisite for the full and complete enjoyment of the rights herein granted. TO HAVE AND TO HOLD the Property with all water and singular the rights, privileges and appurtenances thereunder or in any wise belonging to the said Grantee, its successors and underassigns forever, and that may be produced from the Property. If the water estate is subject to existing production or an existing license, this reservation includes the production, the license, and all benefits from it, including any and all permitted ▇▇▇▇▇▇▇ Aquifer Authority groundwater rights. The acre feet of Base Irrigation Groundwater Rights (the “BIG”) appurtenant to the Property (or the amount the EAA determines are appurtenant to the Property) derived from EAA Permit No. P100-860 or any successor or substitute permit, together with all rights associated therewith, are conveyed by Seller to Buyer in Fee Simple Determinable, which rights shall automatically revert back to the Seller upon the date such BIG are no longer categorized as Base Irrigation Groundwater by the EAA and therefore are severable from the Property. Buyer agrees that when the BIG automatically revert back to the Seller under this paragraph, Buyer shall execute any and all reasonable documentation necessary to further evidence this reversion, including, but not limited to, an affidavit of reversion, deed of reversion or such other documentation; provided, however, that it is intended that no such documentation shall be necessary and that this reversion shall be automatic without the need for further action on the part of Seller. Buyer also Grantor does hereby designates and appoints Seller as its nominee, representative and/or attorney-in-fact in all matters related to the conversion of the BIG including the right to convert the BIG, as well as the authority to amend or modify any permit issued by the EAA (or any successor entity which jurisdiction over the BIG) for the BIG to reflect title to the BIG in Seller. The power of attorney granted herein is irrevocable and coupled with an interest. Seller shall also bear all costs and expenses that are related to the conversion of the BIG. Seller, for bind itself, its successors or assigns, will waive Seller’s right and assigns to use, enter upon or occupy any portion of the surface of warrant and forever defend all and singular the Property for purposes of exploringunto Grantee, producingits successors and assigns against every person whomsoever lawfully claiming or to claim the same or any part thereof by, developingthrough and under Grantor, or transporting any groundwater from the ▇▇▇▇▇▇▇ Aquifer reserved by Seller, and not to place any fixtures, equipment, buildings or structures on the Property. Additionally, this waiver of surface rights shall not be construed as a waiver of the right of Seller to exploit, explore for, develop, produce water from sites on the surface of lands other than the Property including but not limited to directional ▇▇▇▇▇ bottomed beneath or drilled through any part otherwise. THIS CONVEYANCE SHALL BE WITHOUT ANY WARRANTY OR REPRESENTATION OF TITLE, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, SAVE AND EXCEPT THE FOREGOING SPECIAL WARRANTY OF TITLE AGAINST ENCUMBRANCES BY, THROUGH OR UNDER GRANTOR AND FURTHER PROVIDED THAT NOTHING HEREIN SHALL BE DEEMED TO IMPAIR ANY RIGHTS OF GRANTEE UNDER ANY REPRESENTATION MADE IN ARTICLE IV OF THAT CERTAIN AGREEMENT FOR PURCHASE AND SALE BETWEEN GRANTOR AND GRANTEE DATED _______________________, 2000 (other than THE "AGREEMENT"). THIS CONVEYANCE SHALL BE WITHOUT ANY EXPRESS, IMPLIED, STATUTORY OR OTHER WARRANTY OR REPRESENTATION AS TO THE CONDITION, QUANTITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, FREEDOM FROM PROHIBITORY VICES OR DEFECTS, CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OR MERCHANTABILITY OF -------------------------------------------------------------------------------- EXHIBIT C Page 11 of 18 ANY OF THE EQUIPMENT OR ITS FITNESS FOR ANY PURPOSE AND WITHOUT ANY OTHER EXPRESS, IMPLIED, STATUTORY OR OTHER WARRANTY OR REPRESENTATION WHATSOEVER. GRANTEE HAS INSPECTED OR WAIVED ITS RIGHT TO INSPECT THE PROPERTIES FOR ALL PURPOSES AND SATISFIED ITSELF AS TO THEIR PHYSICAL CONDITION, BOTH SURFACE AND SUBSURFACE, INCLUDING, BUT NOT LIMITED TO, CONDITIONS SPECIFICALLY RELATED TO THE CONDITION OF ANY WELL CASE, TUBING OR DOWNHOLE EQUIPMENT. GRANTEE IS RELYING SOLELY UPON ITS OWN INSPECTION OF THE PROPERTIES, AND GRANTEE ACCEPTS ALL OF THE SAME IN THEIR "AS IS, WHERE IS" CONDITION. IN ADDITION, GRANTOR MAKES NO WARRANTY OR REPRESENTATION, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AS TO THE ACCURACY OR COMPLETENESS OF ANY DATA, REPORTS, RECORDS, PROJECTIONS, INFORMATION OR MATERIALS NOW, HERETOFORE OR HEREAFTER FURNISHED OR MADE AVAILABLE TO GRANTOR OR GRANTEE IN CONNECTION WITH THE AGREEMENT INCLUDING, WITHOUT LIMITATION, ANY DESCRIPTION OF THE PROPERTIES, PRICING ASSUMPTIONS, OR QUALITY OR QUANTITY OF HYDROCARBON RESERVES (IF ANY) ATTRIBUTABLE TO THE PROPERTIES OR THE ABILITY OR POTENTIAL OF THE PROPERTIES TO PRODUCE HYDROCARBONS OR ANY OTHER MATTERS CONTAINED IN THE PROPRIETARY DATA OR ANY OTHER MATERIALS FURNISHED OR MADE AVAILABLE TO GRANTEE BY GRANTOR OR BY GRANTOR'S AGENTS OR REPRESENTATIVES, ANY AND ALL SUCH DATA, RECORDS, REPORTS, PROJECTIONS, INFORMATION AND OTHER MATERIALS FURNISHED BY GRANTOR OR OTHERWISE MADE AVAILABLE TO GRANTEE ARE PROVIDED GRANTEE AS A CONVENIENCE AND SHALL NOT CREATE OR GIVE RISE TO ANY LIABILITY OF OR AGAINST GRANTOR, ANY RELIANCE ON OR USE OF THE SAME SHALL BE AT GRANTEE'S SOLE RISK TO THE MAXIMUM EXTENT PERMITTED BY LAW. THE PROPERTIES HAVE BEEN USED FOR OIL AND GAS DRILLING AND PRODUCING OPERATIONS RELATED TO OIL FIELD OPERATIONS. PHYSICAL CHANGES IN THE PROPERTIES MAY HAVE OCCURRED AS A RESULT OF SUCH USES. THE PROPERTIES ALSO MAY CONTAIN BURIED PIPELINES AND OTHER EQUIPMENT, WHETHER OR NOT OF A SIMILAR NATURE THE LOCATIONS OF WHICH MAY NOT NOW BE KNOWN BY GRANTOR OR BE READILY APPARENT BY A PHYSICAL INSPECTION OF THE PROPERTIES. GRANTEE UNDERSTANDS THAT GRANTOR ODES NOT HAVE THE REQUISITE INFORMATION WITH WHICH TO DETERMINE THE EXACT NATURE OR CONDITION OF THE PROPERTIES OR THE EFFECT ANY SUCH USE HAS HAD ON THE PHYSICAL CONDITION OF THE PROPERTIES. GRANTEE ACKNOWLEDGES THAT: (I) IT IS KNOWLEDGEABLE IN THE OIL AND GAS BUSINESS; (II) IT HAS BEEN AFFORDED AN OPPORTUNITY TO (A) EXAMINE THE PROPERTIES AND SUCH MATERIALS AS IT HAS REQUESTED TO BE PROVIDED TO IT BY GRANTOR; (B) DISCUSS WITH REPRESENTATIVES OF GRANTOR SUCH MATERIALS AND THE NATURE AND OPERATION OF THE PROPERTIES AND (C) INVESTIGATE THE CONDITION, INCLUDING SUBSURFACE CONDITION OF THE PROPERTIES AND THE CONDITION OF THE EQUIPMENT; (III) IT HAS ENTERED INTO THIS AGREEMENT TO PURCHASE THE PROPERTIES ON THE BASIS OF ITS OWN INVESTIGATION OF THE -------------------------------------------------------------------------------- EXHIBIT C Page 12 of 18 PHYSICAL CONDITION; (IV) THE PROPERTIES HAVE BEEN USED IN THE MANNER AND FOR THE PURPOSES SET FORTH ABOVE AND THAT PHYSICAL CHANGES TO THE PROPERTIES MAY HAVE OCCURRED AS A RESULT OF SUCH USE; AND (V) IN ENTERING INTO THE AGREEMENT TO PURCHASE THE PROPERTIES, GRANTEE HAS RELIED SOLELY ON THE EXPRESS REPRESENTATIONS AND COVENANTS OF GRANTOR IN THE AGREEMENT, ITS INDEPENDENT INVESTIGATION OF, AND JUDGMENT WITH RESPECT TO, THE EQUIPMENT AND THE OTHER PROPERTIES AND THE ADVICE OF ITS OWN LEGAL, TAX, ECONOMIC, ENVIRONMENTAL, ENGINEERING, GEOLOGICAL AND GEOPHYSICAL ADVISORS AND NOT ON ANY COMMENTS OR STATEMENTS OF ANY REPRESENTATIVES OF, OR CONSULTANTS OR ADVISORS ENGAGED BY GRANTOR. Executed this ____________ day of __________________________, 2000, effective as of 7:00 a.m. local time at Las Animas County, Colorado, on September 1, 2000 (the surface) of the subject Property or by pooling its rights with lands adjoining the Property in accordance with the laws and regulation of the State of Texas. Seller also reserves to itself and shall be entitled to any proceeds from groundwater trust transfer contracts relating to, or the retirement and/or abandonment of the BIG. Buyer hereby designates Seller as its nominee, representative and attorney-in-fact in all matters related to groundwater trust transfer contracts and the retirement and/or abandonment of the BIG and agrees that such power of attorney shall be irrevocable and coupled with an interest"Effective Time").