Common use of Assets Conveyed Clause in Contracts

Assets Conveyed. The assets to be sold and conveyed hereunder shall consist of all the right, title and interest of Seller in and to (i) the Receivables and (ii) all the rights, benefits and obligations arising from or in connection with the Receivables, which rights, benefits and obligations arise from and after the Closing Date (but not including the right to periodic and other payments described below arising prior to the Effective Date), including, without limitation, (1) title to and ownership of the Leased Equipment, including all residual interest in such Leased Equipment from the Closing Date (the "Residual Interests"), (2) rights to payments in respect of capitalized up-front taxes, late charges, excess wear and tear charges, fees, and other Receivable or Receivable-related charges invoiced and due or arising from and after the Effective Date, (3) all Collections or payments invoiced and due on or with respect to the Receivables for periods from and after the Effective Date, (4) all rights of recourse against any cosigner or under any guarantee with respect to the Receivables, (5) all documents contained in the Receivable Files relating to the Receivables, (6) the right to Security Deposits, escrow deposits or other funds, property or collateral held by Seller in connection with the Receivables or the Leased Equipment (if any), (7) all rights of Seller (if any) under any Insurance Policy relating to the Leased Equipment or any Obligor with respect to the Receivables, (8) the software embedded in or associated with or relating to the Leased Equipment that is customarily considered to be part of the Leased Equipment, (9) any commitments to extend Leases made by Seller which are made in the ordinary course of business and consistent with the Lease Policies and past practices (the "Commitments"); and (10) all proceeds in any way derived from any of the foregoing items (the items in clauses (1) through (10) are referred to herein as the "Receivable Assets"). Receivables and Receivable Assets are sometimes referred to herein collectively as the "Assets." To the extent Buyer receives Collections or payments on or after the Closing Date which are attributable to periods before the Effective Date, Buyer agrees to promptly remit same to Seller but in no event later than thirty (30) days after the receipt thereof. To the extent Seller receives Collections or payments after the Closing Date which are attributable to periods from and after the Effective Date, Seller agrees to promptly remit same to Buyer but in no event later than thirty (30) days after the receipt thereof.

Assets Conveyed. The assets to be sold and conveyed to Buyer and, as applicable, the Colorado Subsidiary, hereunder (the "Assets") shall consist of: (a) With respect to the Owned Systems, all of all the right, title assets and interest properties of Seller in and to (i) the Receivables Cable Subsidiaries, whether real, personal, tangible or intangible, of whatever description and (ii) all wherever located, now owned or used by Seller or the rights, benefits and obligations arising from or Cable Subsidiaries solely in connection with Seller's or the ReceivablesCable Subsidiaries' ownership or operation of the Owned Systems, which rightsexcept those items excluded pursuant to Paragraph 3 hereof, benefits but including all additions made between the date hereof and obligations arise from and after the Closing Date (but not including the right to periodic and other payments described below arising prior Date, to the Effective Date), including, without limitation, (1) title to end that all of Seller's and ownership of the Leased Equipment, including all residual interest in such Leased Equipment from the Closing Date (the "Residual Interests"), (2) rights to payments in respect of capitalized up-front taxes, late charges, excess wear and tear charges, fees, and other Receivable or Receivable-related charges invoiced and due or arising from and after the Effective Date, (3) all Collections or payments invoiced and due Cable Subsidiaries' assets owned on or with respect to the Receivables for periods from and after the Effective Date, (4) all rights of recourse against any cosigner or under any guarantee with respect to the Receivables, (5) all documents contained in the Receivable Files relating to the Receivables, (6) the right to Security Deposits, escrow deposits or other funds, property or collateral held by Seller in connection with the Receivables or the Leased Equipment (if any), (7) all rights of Seller (if any) under any Insurance Policy relating to the Leased Equipment or any Obligor with respect to the Receivables, (8) the software embedded in or associated with or relating to the Leased Equipment that is customarily considered to be part of the Leased Equipment, (9) any commitments to extend Leases made by Seller which are made in the ordinary course of business and consistent with the Lease Policies and past practices (the "Commitments"); and (10) all proceeds in any way derived from any of the foregoing items (the items in clauses (1) through (10) are referred to herein as the "Receivable Assets"). Receivables and Receivable Assets are sometimes referred to herein collectively as the "Assets." To the extent Buyer receives Collections or payments on or after the Closing Date which are attributable used or owned solely in connection with Seller's or the Cable Subsidiaries' ownership or operation of the Owned Systems shall be sold and transferred to periods before Buyer. Such assets (collectively, the Effective Date"Cable Assets") shall include, Buyer agrees to promptly remit same to without limitation: (i) all of Seller's and the Cable Subsidiaries' towers, tower equipment, antennas, aboveground and underground cable, distribution systems, headend amplifiers, line amplifiers, earth satellite receive stations and related equipment, microwave equipment, testing equipment, motor vehicles, office equipment, furniture and fixtures, supplies, inventory and other physical assets owned or used by Seller but or the Cable Subsidiaries solely in no event later than thirty connection with Seller's or the Cable Subsidiaries' ownership or operation of the Owned Systems; (30ii) days after the receipt thereof. To franchises, leases, agreements, permits, consents, licenses and other contracts, pole line or joint pole agreements, underground conduit agreements, agreements for the extent reception or transmission of signals by microwave, easements, rights-of-way and construction permits, if any, and any other obligations and agreements between Seller receives Collections or payments after the Closing Date Cable Subsidiaries and suppliers and customers, which are attributable owned or used by Seller or the Cable Subsidiaries solely in connection with Seller's or the Cable Subsidiaries' ownership and operation of the Owned Systems; (iii) the real property owned and used solely in connection with the Owned Systems; (iv) all accounts receivable of Seller and the Cable Subsidiaries arising in connection with the Owned Systems; (v) all engineering records, files, data, drawings, blueprints, schematics, maps, reports, lists and plans and processes owned or developed by or for Seller or the Cable Subsidiaries and intended for use solely in connection with the Owned Systems; (vi) all promotional graphics, original art work, mats, plates, negatives and other advertising or related materials developed by or for Seller or the Cable Subsidiaries and intended for use solely in connection with the Owned Systems; and (vii) all of Seller's and the Cable Subsidiaries' correspondence files, lists, records and reports concerning customers and prospective customers of the Owned Systems, concerning television stations whose transmissions are or may be carried as a part of the Owned Systems and concerning all dealings with Federal, state, and local regulatory agencies relating to periods from the ownership or operation of the Owned Systems, including all reports filed by or on behalf of Seller or the Cable Subsidiaries with the Federal Communications Commission (the "FCC") in connection with the Owned Systems and after any Statements of Account of the Effective DateSystem filed by or on behalf of Seller or the Cable Subsidiaries with the United States Copyright Office in connection with the Owned Systems; provided however, that Seller agrees to promptly remit same and the Cable Subsidiaries shall not transfer to Buyer but the licenses and agreements identified on Exhibit A attached hereto (the "Additional Agreements") until Seller or the Cable Subsidiaries have obtained the approval of the parties granting the Additional Agreements to such transfer, whereupon such Additional Agreements shall be deemed to be included in no event later than thirty the assets to be transferred to Buyer pursuant to this Agreement. (30b) days after The Alexandria Stock, which shall consist of 1000 shares of the receipt thereofCommon Stock of Jone▇ ▇▇ Alexandria. (c) The JCM Stock, which shall consist of 1000 shares of the Common Stock of JCM.

Assets Conveyed. The assets Subject to be sold the terms and conveyed hereunder shall consist of all conditions set forth in this Agreement (including the right, title and interest of Seller in exhibits attached hereto) and to the reservation in Section 1.1 (b) below, Seller will sell and Buyer will buy, as of the Effective Date (defined in Section 1.3 below), the following (the "Assets"): (i) All of Seller's interests in the Receivables oil, gas and/or mineral leases described in Exhibit "A", attached hereto and made a part hereof (the "Leases"), whether such interests are evidenced by instruments recorded in the county where the Leases are situated or Seller is entitled to an assignment of such interests by reason of an exploration, farmout, farmin, participation, joint venture or other agreement, insofar as the Leases cover and affect the lands (and, if applicable, the depths) described in said Exhibit "A" (the "Lands"); it being the intent of Seller to sell and Buyer to buy all of Seller's undivided oil, gas and mineral leasehold interests in the Lands and all of Seller's undivided interests in the Leases, whether or not the Leases and Lands are fully and correctly described herein; together with all tenements, hereditaments and appurtenances of Seller belonging to the Leases; (ii) all the All of Seller's rights, benefits titles and obligations arising interests in the well▇ ▇▇▇ well bores (including, without limitation, the well▇ ▇▇▇ntified in Exhibit "A" hereto), personal property, equipment and facilities located on the Lands used directly in the operation of and production from and pursuant to the Leases, including without limitation, pumps, well equipment (surface and subsurface), gas plants, salt water disposal well▇, ▇▇nes and facilities, water injection well▇, lines and facilities, sulphur recovery facilities, compressors, compressor stations, dehydration facilities, treating facilities, pipeline gathering lines, flow lines, transportation lines, valves, meters, separators, tanks, tank batteries and other fixtures (collectively the "Well▇ ▇▇▇ Equipment"); (iii) All of Seller's rights, titles and interests in the oil, gas, condensate, and natural gas liquids produced after the Effective Date, "line fill" and oil inventory below the pipeline connection in all storage tanks attributable to the Leases and Lands, subject however to the existing leasehold burdens (including, without limitation, royalties, overriding royalties, production payments and other non-cost bearing interests in production) affecting same (collectively the "Production"); and, (iv) All of Seller's rights, titles and interests in the contracts, agreements, permits, licenses and consents pertaining to the Leases and Lands, including, without limitation, the Basic Documents (as defined in Section 2.1 (h) below) and any other operating agreements, communitization, unitization and pooling agreements, area of mutual interest agreements, farmout agreements, farmin agreements, geophysical and seismic options, geophysical agreements, exploration agreements, salt water disposal agreements, water injection agreements, line well injection agreements, surface use agreements, road use agreements, drilling contracts, well services contracts, production sales contracts, gas contracts, gas balancing agreements, storage agreements, warehouse agreements, supplier contracts, service contracts, insurance contracts, construction agreements, division orders, transfer orders, easements, rights-of-way, permits, licenses, authorizations and appurtenances and rights of every kind and character which are used or useful or appropriate to exploring for, developing, producing, operating, treating, storing, marketing or transporting oil, gas and other hydrocarbons or water in, on or under the Lands pursuant to the terms of the Leases, together with any causes of action accruing in favor of Seller thereunder or in connection with the Receivablestherewith, which rights, benefits and obligations arise from and after the Closing Date (but not including the right even if such causes of action accrued or began to periodic and other payments described below arising accrue prior to the Effective DateDate (collectively the "Contractual Rights"). (v) All of Seller's original files, books, records and data (other than Seller's financial files and records), including, without limitation, maps, logs, geophysical data (1) title to and ownership of the Leased Equipment, including all residual interest in such Leased Equipment from geophysical 3D seismic data sets), title opinions and curative, production records, geological data and computer data bases, relating to the Closing Date Assets (collectively the "Residual InterestsFiles"), (2) rights to payments in respect of capitalized up-front taxes, late charges, excess wear and tear charges, fees, and other Receivable or Receivable-related charges invoiced and due or arising ; it being agreed that from and after Closing, Seller will not retain any copies of the Effective DateFiles except copies of maps, logs, geophysical data (3) including all Collections or payments invoiced and due on or with respect to the Receivables for periods from and after the Effective Date, (4) all rights of recourse against any cosigner or under any guarantee with respect to the Receivables, (5) all documents contained in the Receivable Files relating to the Receivables, (6) the right to Security Deposits, escrow deposits or other funds, property or collateral held by Seller in connection with the Receivables or the Leased Equipment (if anygeophysical 3D seismic data sets), (7) all rights of Seller (if any) under production records and geological data, together with any Insurance Policy computer data bases relating to the Leased Equipment or any Obligor with respect to the Receivables, (8) the software embedded in or associated with or relating to the Leased Equipment that is customarily considered to be part of the Leased Equipment, (9) any commitments to extend Leases made by Seller which are made in the ordinary course of business and consistent with the Lease Policies and past practices (the "Commitments"); and (10) all proceeds in any way derived from any of the foregoing items (the items in clauses (1) through (10) are referred to herein as the "Receivable Assets"). Receivables and Receivable Assets are sometimes referred to herein collectively as the "Assetsthereto." To the extent Buyer receives Collections or payments on or after the Closing Date which are attributable to periods before the Effective Date, Buyer agrees to promptly remit same to Seller but in no event later than thirty (30) days after the receipt thereof. To the extent Seller receives Collections or payments after the Closing Date which are attributable to periods from and after the Effective Date, Seller agrees to promptly remit same to Buyer but in no event later than thirty (30) days after the receipt thereof.