Disclaimer of Representations and Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PARTIES HERETO EACH DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENTS OR COMMUNICATIONS (ORALLY OR IN WRITING) TO THE OTHER PARTIES (INCLUDING, BUT NOT LIMITED TO, ANY INFORMATION CONTAINED IN ANY OPINION, INFORMATION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY SUCH PARTY BY ANY PARTNER, OFFICER, STOCKHOLDER, DIRECTOR, EMPLOYEE, AGENT, CONSULTANT, REPRESENTATIVE OR CONTRACTOR OF SUCH DISCLAIMING PARTY OR ITS AFFILIATES OR ANY ENGINEER OR ENGINEERING FIRM, OR OTHER AGENT, CONSULTANT OR REPRESENTATIVE) WHEREVER AND HOWEVER MADE, INCLUDING, BUT NOT LIMITED TO, THOSE MADE IN ANY DATA AND ANY SUPPLEMENTS OR AMENDMENTS THERETO OR DURING ANY NEGOTIATIONS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER SELLER MAKES ANY REPRESENTATION OR WARRANTY AS TO (A) THE AMOUNT, VALUE, QUALITY OR DELIVERABILITY OF HYDROCARBONS OR RESERVES ATTRIBUTABLE TO THE ASSETS OR (B) ANY GEOLOGICAL, ENGINEERING OR OTHER INTERPRETATIONS OR ECONOMIC VALUATIONS. SUBJECT TO THE REPRESENTATIONS AND WARRANTIES OF SELLER IN ARTICLE 4, WHICH MAY ONLY BE ENFORCED PURSUANT TO ARTICLE 12, THE ASSETS ARE SOLD WITH SPECIAL WARRANTIES ONLY. ALL TANGIBLE PERSONAL PROPERTY INCLUDED IN THE ASSETS IS SOLD “AS IS, WHERE IS,” AND NEITHER SELLER MAKES ANY, AND SELLER DISCLAIMS ANY, REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED, AND WHETHER BY COMMON LAW, STATUTE, OR OTHERWISE, AS TO (I) MERCHANTABILITY, (II) FITNESS FOR ANY PARTICULAR PURPOSE, (III) CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OR (IV) CONDITION. THE PARTIES AGREE THAT THE PRECEDING DISCLAIMERS OF WARRANTY ARE “CONSPICUOUS” DISCLAIMERS FOR PURPOSES OF ANY APPLICABLE LAW, RULE OR ORDER. SELLER: G M Oil Properties, Inc. an Oklahoma corporation By: /s/ B▇▇▇ ▇▇▇▇ B▇▇▇ ▇▇▇▇, CEO RIO VISTA P▇▇▇▇, LLC By: /s/ I▇▇ ▇▇▇▇▇▇▇▇ I▇▇ ▇▇▇▇▇▇▇▇, Manager 1. All of Assignor’s right, title and interest in and to the oil and gas leases and overriding royalty interests specifically described in Exhibit A (collectively, the “Leases”), the royalties, overriding royalties, net profits interests, production payments and other interests, if any, owned by Assignor burdening the Leases, and any and all right, title and interest in and to the oil, gas and all other hydrocarbons in, on or under the lands covered by the Leases (the “Lands”) and other hydrocarbons and products, whether liquid or gaseous, produced in association therewith (“Hydrocarbons”) after the Effective Time and all other minerals of whatever nature in, on or under the Leases and Lands and lands pooled or unitized therewith; 2. The oil and gas w▇▇▇▇ located on the Leases and Lands, or lands pooled or unitized therewith, including without limitation, the oil and gas w▇▇▇▇ specifically described in Exhibit B, whether producing or non-producing and whether fully or properly described or not, (the “W▇▇▇▇”), all injection and disposal w▇▇▇▇ on the Leases or Lands, and all personal property and equipment associated with the W▇▇▇▇ as of the Effective Time; 3. The rights, to the extent transferable, in and to all existing and effective unitization, pooling and communitization agreements, declarations and orders, and the properties covered and the units created thereby to the extent that they relate to or affect any of Assignor’s properties and interests described in Paragraphs 1 and 2 or the production of Hydrocarbons, if any, attributable to said properties and interests after the Effective Time; 4. The rights, to the extent transferable, without material restriction under applicable law or third party agreements (without the payment of any funds or consideration) in and to existing and effective oil, gas, liquids, condensate, casinghead gas and natural gas sales, purchase, exchange, gathering, transportation and processing contracts, operating agreements, balancing agreements, joint venture agreements, partnership agreements, farmout agreements and other contracts, agreements and instruments insofar only as they relate to any of Assignor’s properties and interests described in Paragraphs 1, 2 and 3, excluding, however, any insurance contracts; 5. All of the personal property, fixtures, improvements, permits, licenses, approvals, servitudes, rights-of-way and easements, including, without limitation the rights of way and easements set forth on Exhibit A, surface leases and other surface rights (including, but not limited to, any w▇▇▇▇, tanks, boilers, buildings, injection facilities, saltwater disposal facilities, compression facilities, gathering systems, other appurtenances and facilities) located on or used in connection with or otherwise related to the exploration for or production, gathering, treatment, processing, storing, sale or disposal of Hydrocarbons or water produced from the properties and interests described in Paragraphs 1 through 4 to the extent that they are located on or used in the operation of the Assets as of the Effective Time, and all contract rights (including rights under leases to third parties) related thereto; 6. The files, records, data and information relating to the items described in Paragraphs 1 through 5, maintained by Assignor (the “Records”), but excluding the following: (i) all of Assignor’s internal appraisals and interpretive data related to the Leases, Lands and W▇▇▇▇, (ii) all information and data under contractual restrictions on assignment, (iii) all information subject to a privilege, (iv) Assignor’s corporate, financial, employee and general tax records that do not relate to the Assets, and (v) all accounting files that do not relate exclusively to the Assets; and 7. Assignor specifically excludes from the Assets and this Assignment all vehicles and other transportation equipment, furniture, office supplies and equipment, telephones and radio or other telecommunication systems, tools, store stock, spare parts, and equipment, and any other assets not specifically used in connection with the operation of the Leases (the “Excluded Property”). TO HAVE AND TO HOLD the Assets unto Assignee and its successors and assigns forever. This Assignment is made and accepted expressly subject to the following terms and conditions:
Appears in 2 contracts
Sources: Asset Purchase Agreement (Rio Vista Energy Partners Lp), Asset Purchase Agreement (Penn Octane Corp)
Disclaimer of Representations and Warranties. EACH LICENSOR (ON BEHALF OF ITSELF AND EACH OF ITS CONTROLLED GROUP AFFILIATES) AND LICENSEE (ON BEHALF OF ITSELF AND EACH OF ITS CONTROLLED GROUP AFFILIATES) UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN, NO PARTY TO THIS AGREEMENT OR OTHERWISE, IS: (X) REPRESENTING OR WARRANTING TO ANY OTHER PARTY IN ANY WAY AS TO (I) THE RIGHTS OR ASSETS LICENSED AS CONTEMPLATED HEREBY; (II) ANY APPROVALS OR NOTIFICATIONS REQUIRED IN CONNECTION HEREWITH OR THEREWITH; (III) THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OF, OR ANY OTHER MATTER CONCERNING, ANY ASSETS OF SUCH PARTY; OR (IV) THE ABSENCE OR PRESENCE OF ANY DEFENSES TO OR RIGHT OF SETOFF AGAINST OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY PROCEEDING OR OTHER ASSET OF EITHER PARTY; OR (Y) MAKING ANY OTHER REPRESENTATIONS OR GRANTING ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE. EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR ANY WARRANTY AS TO THE VALIDITY OF ANY PATENTS OR THE NON-INFRINGEMENT OF ANY PATENTS, TRADEMARKS, OR OTHER INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. EXCEPT AS MAY EXPRESSLY BE SET FORTH IN THIS AGREEMENT, THE PARTIES HERETO EACH DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENTS SUCH RIGHTS OR COMMUNICATIONS (ORALLY OR IN WRITING) TO THE OTHER PARTIES (INCLUDING, BUT NOT LIMITED TO, ANY INFORMATION CONTAINED IN ANY OPINION, INFORMATION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY SUCH PARTY BY ANY PARTNER, OFFICER, STOCKHOLDER, DIRECTOR, EMPLOYEE, AGENT, CONSULTANT, REPRESENTATIVE OR CONTRACTOR OF SUCH DISCLAIMING PARTY OR ITS AFFILIATES OR ANY ENGINEER OR ENGINEERING FIRM, OR OTHER AGENT, CONSULTANT OR REPRESENTATIVE) WHEREVER AND HOWEVER MADE, INCLUDING, BUT NOT LIMITED TO, THOSE MADE IN ANY DATA AND ANY SUPPLEMENTS OR AMENDMENTS THERETO OR DURING ANY NEGOTIATIONS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER SELLER MAKES ANY REPRESENTATION OR WARRANTY AS TO (A) THE AMOUNT, VALUE, QUALITY OR DELIVERABILITY OF HYDROCARBONS OR RESERVES ATTRIBUTABLE TO THE ASSETS OR (B) ANY GEOLOGICAL, ENGINEERING OR OTHER INTERPRETATIONS OR ECONOMIC VALUATIONS. SUBJECT TO THE REPRESENTATIONS AND WARRANTIES OF SELLER IN ARTICLE 4, WHICH MAY ONLY BE ENFORCED PURSUANT TO ARTICLE 12, THE ASSETS ARE SOLD WITH SPECIAL WARRANTIES ONLY. ALL TANGIBLE PERSONAL PROPERTY INCLUDED IN THE ASSETS IS SOLD BEING LICENSED ON AN “AS IS, ,” “WHERE IS,” BASIS AND NEITHER SELLER MAKES ANYTHE RESPECTIVE LICENSEES SHALL BEAR THE ECONOMIC AND LEGAL RISKS RELATED THERETO. Each Licensor (on behalf of itself and each of its controlled group Affiliates) and Licensee (on behalf of itself and each of its controlled group Affiliates) further understands and agrees that if the disclaimer of express or implied representations and warranties contained in this Article 12 is held unenforceable or is unavailable for any reason under the laws of any jurisdiction outside the United States or if, AND SELLER DISCLAIMS ANYunder the laws of a jurisdiction outside the United States, REPRESENTATION OR WARRANTYboth parties (or any of their respective controlled group Affiliates) are jointly or severally liable for any liability with respect thereto, WHETHER EXPRESS OR IMPLIEDthen the parties intend that, AND WHETHER BY COMMON LAW, STATUTE, OR OTHERWISE, AS TO (I) MERCHANTABILITY, (II) FITNESS FOR ANY PARTICULAR PURPOSE, (III) CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OR (IV) CONDITION. THE PARTIES AGREE THAT THE PRECEDING DISCLAIMERS OF WARRANTY ARE “CONSPICUOUS” DISCLAIMERS FOR PURPOSES OF ANY APPLICABLE LAW, RULE OR ORDER. SELLER: G M Oil Properties, Inc. an Oklahoma corporation By: /s/ B▇▇▇ ▇▇▇▇ B▇▇▇ ▇▇▇▇, CEO RIO VISTA P▇▇▇▇, LLC By: /s/ I▇▇ ▇▇▇▇▇▇▇▇ I▇▇ ▇▇▇▇▇▇▇▇, Manager
1. All of Assignor’s right, title and interest in and notwithstanding any provision to the oil and gas leases and overriding royalty interests specifically described in Exhibit A (collectivelycontrary under the laws of such foreign jurisdictions, the “Leases”), provisions of this Agreement (including the royalties, overriding royalties, net profits interests, production payments disclaimer of all representations and other interests, if any, owned by Assignor burdening the Leases, and warranties) shall prevail for any and all right, title purposes among the parties hereto and interest in and to the oil, gas and all other hydrocarbons in, on or under the lands covered by the Leases (the “Lands”) and other hydrocarbons and products, whether liquid or gaseous, produced in association therewith (“Hydrocarbons”) after the Effective Time and all other minerals of whatever nature in, on or under the Leases and Lands and lands pooled or unitized therewith;
2. The oil and gas w▇▇▇▇ located on the Leases and Lands, or lands pooled or unitized therewith, including without limitation, the oil and gas w▇▇▇▇ specifically described in Exhibit B, whether producing or non-producing and whether fully or properly described or not, (the “W▇▇▇▇”), all injection and disposal w▇▇▇▇ on the Leases or Lands, and all personal property and equipment associated with the W▇▇▇▇ as of the Effective Time;
3. The rights, to the extent transferable, in and to all existing and effective unitization, pooling and communitization agreements, declarations and orders, and the properties covered and the units created thereby to the extent that they relate to or affect any of Assignor’s properties and interests described in Paragraphs 1 and 2 or the production of Hydrocarbons, if any, attributable to said properties and interests after the Effective Time;
4. The rights, to the extent transferable, without material restriction under applicable law or third party agreements (without the payment of any funds or consideration) in and to existing and effective oil, gas, liquids, condensate, casinghead gas and natural gas sales, purchase, exchange, gathering, transportation and processing contracts, operating agreements, balancing agreements, joint venture agreements, partnership agreements, farmout agreements and other contracts, agreements and instruments insofar only as they relate to any of Assignor’s properties and interests described in Paragraphs 1, 2 and 3, excluding, however, any insurance contracts;
5. All of the personal property, fixtures, improvements, permits, licenses, approvals, servitudes, rights-of-way and easements, including, without limitation the rights of way and easements set forth on Exhibit A, surface leases and other surface rights (including, but not limited to, any w▇▇▇▇, tanks, boilers, buildings, injection facilities, saltwater disposal facilities, compression facilities, gathering systems, other appurtenances and facilities) located on or used in connection with or otherwise related to the exploration for or production, gathering, treatment, processing, storing, sale or disposal of Hydrocarbons or water produced from the properties and interests described in Paragraphs 1 through 4 to the extent that they are located on or used in the operation of the Assets as of the Effective Time, and all contract rights (including rights under leases to third parties) related thereto;
6. The files, records, data and information relating to the items described in Paragraphs 1 through 5, maintained by Assignor (the “Records”), but excluding the following: (i) all of Assignor’s internal appraisals and interpretive data related to the Leases, Lands and W▇▇▇▇, (ii) all information and data under contractual restrictions on assignment, (iii) all information subject to a privilege, (iv) Assignor’s corporate, financial, employee and general tax records that do not relate to the Assets, and (v) all accounting files that do not relate exclusively to the Assets; and
7. Assignor specifically excludes from the Assets and this Assignment all vehicles and other transportation equipment, furniture, office supplies and equipment, telephones and radio or other telecommunication systems, tools, store stock, spare parts, and equipment, and any other assets not specifically used in connection with the operation of the Leases (the “Excluded Property”). TO HAVE AND TO HOLD the Assets unto Assignee and its successors and assigns forever. This Assignment is made and accepted expressly subject to the following terms and conditions:their respective controlled group Affiliates.
Appears in 2 contracts
Sources: License Agreement (Baxalta Inc), License Agreement (Baxalta Inc)
Disclaimer of Representations and Warranties. EACH OF HELIX (ON BEHALF OF ITSELF AND EACH MEMBER OF THE HELIX GROUP) AND CAL DIVE (ON BEHALF OF ITSELF AND EACH MEMBER OF THE CAL DIVE GROUP) UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN ANY TRANSACTION DOCUMENT, NO PARTY TO THIS AGREEMENT, ANY TRANSACTION DOCUMENT OR ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED BY THIS AGREEMENT, ANY TRANSACTION DOCUMENT OR OTHERWISE, IS REPRESENTING OR WARRANTING IN ANY WAY AS TO THE PARTIES HERETO EACH DISCLAIM ALL LIABILITY ASSETS, BUSINESSES OR LIABILITIES CONTRIBUTED, TRANSFERRED OR ASSUMED AS CONTEMPLATED HEREBY OR THEREBY, AS TO ANY CONSENTS OR APPROVALS REQUIRED IN CONNECTION HEREWITH OR THEREWITH, AS TO THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OF, OR ANY OTHER MATTER CONCERNING, ANY ASSETS OF SUCH PARTY, OR AS TO THE ABSENCE OF ANY DEFENSES OR RIGHT OF SETOFF OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY CLAIM OR OTHER ASSET, INCLUDING ACCOUNTS RECEIVABLE, OF ANY PARTY, OR AS TO THE LEGAL SUFFICIENCY OF ANY CONTRIBUTION, ASSIGNMENT, DOCUMENT, CERTIFICATE OR INSTRUMENT DELIVERED HEREUNDER TO CONVEY TITLE TO ANY ASSET OR THING OF VALUE UPON THE EXECUTION, DELIVERY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENTS FILING HEREOF OR COMMUNICATIONS (ORALLY THEREOF. EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN OR IN WRITING) TO THE OTHER PARTIES (INCLUDINGANY TRANSACTION DOCUMENT, BUT NOT LIMITED TO, ANY INFORMATION CONTAINED IN ANY OPINION, INFORMATION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY ALL SUCH PARTY BY ANY PARTNER, OFFICER, STOCKHOLDER, DIRECTOR, EMPLOYEE, AGENT, CONSULTANT, REPRESENTATIVE OR CONTRACTOR OF SUCH DISCLAIMING PARTY OR ITS AFFILIATES OR ANY ENGINEER OR ENGINEERING FIRM, OR OTHER AGENT, CONSULTANT OR REPRESENTATIVE) WHEREVER AND HOWEVER MADE, INCLUDING, BUT NOT LIMITED TO, THOSE MADE IN ANY DATA AND ANY SUPPLEMENTS OR AMENDMENTS THERETO OR DURING ANY NEGOTIATIONS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER SELLER MAKES ANY REPRESENTATION OR WARRANTY AS TO (A) THE AMOUNT, VALUE, QUALITY OR DELIVERABILITY OF HYDROCARBONS OR RESERVES ATTRIBUTABLE TO THE ASSETS OR (B) ANY GEOLOGICAL, ENGINEERING OR OTHER INTERPRETATIONS OR ECONOMIC VALUATIONS. SUBJECT TO THE REPRESENTATIONS AND WARRANTIES OF SELLER IN ARTICLE 4, WHICH MAY ONLY BE ENFORCED PURSUANT TO ARTICLE 12, THE ASSETS ARE SOLD WITH SPECIAL WARRANTIES ONLY. ALL TANGIBLE PERSONAL PROPERTY INCLUDED IN THE ASSETS IS SOLD BEING TRANSFERRED ON AN “AS IS, ,” “WHERE IS,” BASIS (AND, IN THE CASE OF ANY REAL PROPERTY, BY MEANS OF A QUITCLAIM OR SIMILAR FORM DEED OR CONVEYANCE) AND NEITHER SELLER MAKES ANY, THE RESPECTIVE TRANSFEREES SHALL BEAR THE ECONOMIC AND SELLER DISCLAIMS ANY, REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED, AND WHETHER BY COMMON LAW, STATUTE, OR OTHERWISE, AS TO LEGAL RISKS THAT (I) MERCHANTABILITYANY CONVEYANCE SHALL PROVE TO BE INSUFFICIENT TO VEST IN THE TRANSFEREE GOOD TITLE, FREE AND CLEAR OF ANY SECURITY INTEREST, AND (II) FITNESS FOR ANY PARTICULAR PURPOSE, (III) CONFORMITY TO MODELS NECESSARY CONSENTS OR SAMPLES GOVERNMENTAL APPROVALS ARE NOT OBTAINED OR THAT ANY REQUIREMENTS OF MATERIALS LAWS OR (IV) CONDITION. THE PARTIES AGREE THAT THE PRECEDING DISCLAIMERS OF WARRANTY JUDGMENTS ARE “CONSPICUOUS” DISCLAIMERS FOR PURPOSES OF ANY APPLICABLE LAW, RULE OR ORDER. SELLER: G M Oil Properties, Inc. an Oklahoma corporation By: /s/ B▇▇▇ ▇▇▇▇ B▇▇▇ ▇▇▇▇, CEO RIO VISTA P▇▇▇▇, LLC By: /s/ I▇▇ ▇▇▇▇▇▇▇▇ I▇▇ ▇▇▇▇▇▇▇▇, Manager
1. All of Assignor’s right, title and interest in and to the oil and gas leases and overriding royalty interests specifically described in Exhibit A (collectively, the “Leases”), the royalties, overriding royalties, net profits interests, production payments and other interests, if any, owned by Assignor burdening the Leases, and any and all right, title and interest in and to the oil, gas and all other hydrocarbons in, on or under the lands covered by the Leases (the “Lands”) and other hydrocarbons and products, whether liquid or gaseous, produced in association therewith (“Hydrocarbons”) after the Effective Time and all other minerals of whatever nature in, on or under the Leases and Lands and lands pooled or unitized therewith;
2. The oil and gas w▇▇▇▇ located on the Leases and Lands, or lands pooled or unitized therewith, including without limitation, the oil and gas w▇▇▇▇ specifically described in Exhibit B, whether producing or non-producing and whether fully or properly described or not, (the “W▇▇▇▇”), all injection and disposal w▇▇▇▇ on the Leases or Lands, and all personal property and equipment associated with the W▇▇▇▇ as of the Effective Time;
3. The rights, to the extent transferable, in and to all existing and effective unitization, pooling and communitization agreements, declarations and orders, and the properties covered and the units created thereby to the extent that they relate to or affect any of Assignor’s properties and interests described in Paragraphs 1 and 2 or the production of Hydrocarbons, if any, attributable to said properties and interests after the Effective Time;
4. The rights, to the extent transferable, without material restriction under applicable law or third party agreements (without the payment of any funds or consideration) in and to existing and effective oil, gas, liquids, condensate, casinghead gas and natural gas sales, purchase, exchange, gathering, transportation and processing contracts, operating agreements, balancing agreements, joint venture agreements, partnership agreements, farmout agreements and other contracts, agreements and instruments insofar only as they relate to any of Assignor’s properties and interests described in Paragraphs 1, 2 and 3, excluding, however, any insurance contracts;
5. All of the personal property, fixtures, improvements, permits, licenses, approvals, servitudes, rights-of-way and easements, including, without limitation the rights of way and easements set forth on Exhibit A, surface leases and other surface rights (including, but not limited to, any w▇▇▇▇, tanks, boilers, buildings, injection facilities, saltwater disposal facilities, compression facilities, gathering systems, other appurtenances and facilities) located on or used in connection with or otherwise related to the exploration for or production, gathering, treatment, processing, storing, sale or disposal of Hydrocarbons or water produced from the properties and interests described in Paragraphs 1 through 4 to the extent that they are located on or used in the operation of the Assets as of the Effective Time, and all contract rights (including rights under leases to third parties) related thereto;
6. The files, records, data and information relating to the items described in Paragraphs 1 through 5, maintained by Assignor (the “Records”), but excluding the following: (i) all of Assignor’s internal appraisals and interpretive data related to the Leases, Lands and W▇▇▇▇, (ii) all information and data under contractual restrictions on assignment, (iii) all information subject to a privilege, (iv) Assignor’s corporate, financial, employee and general tax records that do not relate to the Assets, and (v) all accounting files that do not relate exclusively to the Assets; and
7. Assignor specifically excludes from the Assets and this Assignment all vehicles and other transportation equipment, furniture, office supplies and equipment, telephones and radio or other telecommunication systems, tools, store stock, spare parts, and equipment, and any other assets not specifically used in connection with the operation of the Leases (the “Excluded Property”). TO HAVE AND TO HOLD the Assets unto Assignee and its successors and assigns forever. This Assignment is made and accepted expressly subject to the following terms and conditions:NOT COMPLIED WITH.
Appears in 2 contracts
Sources: Master Agreement (Cal Dive International, Inc.), Master Agreement (Cal Dive International, Inc.)
Disclaimer of Representations and Warranties. EXCEPT YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THIS SITE AND THE SERVICES ON THIS SITE SHALL BE AT YOUR OWN RISK AND THAT THIS SITE AND THE SERVICES FOUND AT THIS SITE ARE PROVIDED "AS EXPRESSLY SET FORTH IN THIS AGREEMENTIS", "AS AVAILABLE" AND "WITH ALL FAULTS". THE PARTIES HERETO EACH COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ALL THIRD PARTY SERVICE PROVIDERS DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATIONWARRANTIES, WARRANTYSTATUTORY, STATEMENTS EXPRESS OR COMMUNICATIONS (ORALLY OR IN WRITING) TO THE OTHER PARTIES (IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY INFORMATION CONTAINED IN ANY OPINIONIMPLIED WARRANTIES OF TITLE, INFORMATION MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS MAKE NO REPRESENTATIONS OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY SUCH PARTY BY ANY PARTNER, OFFICER, STOCKHOLDER, DIRECTOR, EMPLOYEE, AGENT, CONSULTANT, REPRESENTATIVE OR CONTRACTOR OF SUCH DISCLAIMING PARTY OR ITS AFFILIATES OR ANY ENGINEER OR ENGINEERING FIRM, OR OTHER AGENT, CONSULTANT OR REPRESENTATIVE) WHEREVER AND HOWEVER MADE, INCLUDING, BUT NOT LIMITED TO, THOSE MADE IN ANY DATA AND ANY SUPPLEMENTS OR AMENDMENTS THERETO OR DURING ANY NEGOTIATIONS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER SELLER MAKES ANY REPRESENTATION OR WARRANTY AS TO WARRANTIES ABOUT (A) THE AMOUNTACCURACY, VALUECOMPLETENESS, QUALITY OR DELIVERABILITY CONTENT OF HYDROCARBONS OR RESERVES ATTRIBUTABLE TO THE ASSETS OR THIS SITE, (B) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY GEOLOGICALSITES LINKED (THROUGH HYPERLINKS, ENGINEERING BANNER ADVERTISING OR OTHER INTERPRETATIONS OTHERWISE) TO THIS SITE, AND/OR ECONOMIC VALUATIONS(C) THE SERVICES FOUND AT THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, AND THE COMPANY ASSUMES NO LIABILITY OR RESPONSIBILITY FOR THE SAME. SUBJECT YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, AND THIRD PARTY SERVICE PROVIDERS WILL (I) CONSTITUTE LEGAL OR FINANCIAL ADVICE OR (II) CREATE A WARRANTY OF ANY KIND WITH RESPECT TO THIS SITE OR THE SERVICES FOUND AT THIS SITE, AND USERS SHOULD NOT RELY ON ANY SUCH INFORMATION OR ADVICE. THE FOREGOING DISCLAIMER OF REPRESENTATIONS AND WARRANTIES OF SELLER IN ARTICLE 4, WHICH MAY ONLY BE ENFORCED PURSUANT SHALL APPLY TO ARTICLE 12, THE ASSETS ARE SOLD WITH SPECIAL WARRANTIES ONLY. ALL TANGIBLE PERSONAL PROPERTY INCLUDED IN THE ASSETS IS SOLD “AS IS, WHERE IS,” AND NEITHER SELLER MAKES ANYFULLEST EXTENT PERMITTED BY LAW, AND SELLER DISCLAIMS ANY, REPRESENTATION SHALL SURVIVE ANY TERMINATION OR WARRANTY, WHETHER EXPRESS EXPIRATION OF THESE TERMS OR IMPLIED, AND WHETHER BY COMMON LAW, STATUTE, YOUR USE OF THIS SITE OR OTHERWISE, AS TO (I) MERCHANTABILITY, (II) FITNESS FOR ANY PARTICULAR PURPOSE, (III) CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OR (IV) CONDITION. THE PARTIES AGREE THAT THE PRECEDING DISCLAIMERS OF WARRANTY ARE “CONSPICUOUS” DISCLAIMERS FOR PURPOSES OF ANY APPLICABLE LAW, RULE OR ORDER. SELLER: G M Oil Properties, Inc. an Oklahoma corporation By: /s/ B▇▇▇ ▇▇▇▇ B▇▇▇ ▇▇▇▇, CEO RIO VISTA P▇▇▇▇, LLC By: /s/ I▇▇ ▇▇▇▇▇▇▇▇ I▇▇ ▇▇▇▇▇▇▇▇, Manager
1. All of Assignor’s right, title and interest in and to the oil and gas leases and overriding royalty interests specifically described in Exhibit A (collectively, the “Leases”), the royalties, overriding royalties, net profits interests, production payments and other interests, if any, owned by Assignor burdening the Leases, and any and all right, title and interest in and to the oil, gas and all other hydrocarbons in, on or under the lands covered by the Leases (the “Lands”) and other hydrocarbons and products, whether liquid or gaseous, produced in association therewith (“Hydrocarbons”) after the Effective Time and all other minerals of whatever nature in, on or under the Leases and Lands and lands pooled or unitized therewith;
2. The oil and gas w▇▇▇▇ located on the Leases and Lands, or lands pooled or unitized therewith, including without limitation, the oil and gas w▇▇▇▇ specifically described in Exhibit B, whether producing or non-producing and whether fully or properly described or not, (the “W▇▇▇▇”), all injection and disposal w▇▇▇▇ on the Leases or Lands, and all personal property and equipment associated with the W▇▇▇▇ as of the Effective Time;
3. The rights, to the extent transferable, in and to all existing and effective unitization, pooling and communitization agreements, declarations and orders, and the properties covered and the units created thereby to the extent that they relate to or affect any of Assignor’s properties and interests described in Paragraphs 1 and 2 or the production of Hydrocarbons, if any, attributable to said properties and interests after the Effective Time;
4. The rights, to the extent transferable, without material restriction under applicable law or third party agreements (without the payment of any funds or consideration) in and to existing and effective oil, gas, liquids, condensate, casinghead gas and natural gas sales, purchase, exchange, gathering, transportation and processing contracts, operating agreements, balancing agreements, joint venture agreements, partnership agreements, farmout agreements and other contracts, agreements and instruments insofar only as they relate to any of Assignor’s properties and interests described in Paragraphs 1, 2 and 3, excluding, however, any insurance contracts;
5. All of the personal property, fixtures, improvements, permits, licenses, approvals, servitudes, rights-of-way and easements, including, without limitation the rights of way and easements set forth on Exhibit A, surface leases and other surface rights (including, but not limited to, any w▇▇▇▇, tanks, boilers, buildings, injection facilities, saltwater disposal facilities, compression facilities, gathering systems, other appurtenances and facilities) located on or used in connection with or otherwise related to the exploration for or production, gathering, treatment, processing, storing, sale or disposal of Hydrocarbons or water produced from the properties and interests described in Paragraphs 1 through 4 to the extent that they are located on or used in the operation of the Assets as of the Effective Time, and all contract rights (including rights under leases to third parties) related thereto;
6. The files, records, data and information relating to the items described in Paragraphs 1 through 5, maintained by Assignor (the “Records”), but excluding the following: (i) all of Assignor’s internal appraisals and interpretive data related to the Leases, Lands and W▇▇▇▇, (ii) all information and data under contractual restrictions on assignment, (iii) all information subject to a privilege, (iv) Assignor’s corporate, financial, employee and general tax records that do not relate to the Assets, and (v) all accounting files that do not relate exclusively to the Assets; and
7. Assignor specifically excludes from the Assets and this Assignment all vehicles and other transportation equipment, furniture, office supplies and equipment, telephones and radio or other telecommunication systems, tools, store stock, spare parts, and equipment, and any other assets not specifically used in connection with the operation of the Leases (the “Excluded Property”). TO HAVE AND TO HOLD the Assets unto Assignee and its successors and assigns forever. This Assignment is made and accepted expressly subject to the following terms and conditions:SERVICES FOUND AT THIS SITE.
Appears in 1 contract
Sources: Terms of Use
Disclaimer of Representations and Warranties. EXCEPT YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THIS SITE SHALL BE AT YOUR OWN RISK AND THAT THIS SITE ARE PROVIDED "AS EXPRESSLY SET FORTH IN THIS AGREEMENTIS", THE PARTIES HERETO EACH "AS AVAILABLE" AND "WITH ALL FAULTS". COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATIONWARRANTIES, WARRANTYSTATUTORY, STATEMENTS EXPRESS OR COMMUNICATIONS (ORALLY OR IN WRITING) TO THE OTHER PARTIES (IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY INFORMATION CONTAINED IN ANY OPINION, INFORMATION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY SUCH PARTY BY ANY PARTNER, OFFICER, STOCKHOLDER, DIRECTOR, EMPLOYEE, AGENT, CONSULTANT, REPRESENTATIVE OR CONTRACTOR OF SUCH DISCLAIMING PARTY OR ITS AFFILIATES OR ANY ENGINEER OR ENGINEERING FIRM, OR OTHER AGENT, CONSULTANT OR REPRESENTATIVE) WHEREVER AND HOWEVER MADE, INCLUDING, BUT NOT LIMITED TO, THOSE MADE IN ANY DATA AND ANY SUPPLEMENTS OR AMENDMENTS THERETO OR DURING ANY NEGOTIATIONS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER SELLER MAKES ANY REPRESENTATION OR WARRANTY AS TO (A) THE AMOUNT, VALUE, QUALITY OR DELIVERABILITY OF HYDROCARBONS OR RESERVES ATTRIBUTABLE TO THE ASSETS OR (B) ANY GEOLOGICAL, ENGINEERING OR OTHER INTERPRETATIONS OR ECONOMIC VALUATIONS. SUBJECT TO THE REPRESENTATIONS AND IMPLIED WARRANTIES OF SELLER IN ARTICLE 4TITLE, WHICH MAY ONLY BE ENFORCED PURSUANT TO ARTICLE 12MERCHANTABILITY, THE ASSETS ARE SOLD WITH SPECIAL WARRANTIES ONLYFITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. ALL TANGIBLE PERSONAL PROPERTY INCLUDED IN THE ASSETS IS SOLD “AS ISCOMPANY, WHERE IS,” AND NEITHER SELLER MAKES ANYITS OFFICERS, DIRECTORS, EMPLOYEES, AND SELLER DISCLAIMS ANY, REPRESENTATION AGENTS MAKE NO REPRESENTATIONS OR WARRANTY, WHETHER EXPRESS OR IMPLIED, AND WHETHER BY COMMON LAW, STATUTE, OR OTHERWISE, AS TO WARRANTIES ABOUT (I) MERCHANTABILITYTHE ACCURACY, COMPLETENESS, OR CONTENT OF THIS SITE, (II) FITNESS FOR THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY PARTICULAR PURPOSESITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, AND/OR (III) CONFORMITY THE SERVICES FOUND AT THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO MODELS THIS SITE, AND COMPANY ASSUMES NO LIABILITY OR SAMPLES OF MATERIALS OR (IV) CONDITIONRESPONSIBILITY FOR THE SAME. THE PARTIES IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT THE PRECEDING DISCLAIMERS OF WARRANTY ARE “CONSPICUOUS” DISCLAIMERS FOR PURPOSES OF ANY APPLICABLE LAWNO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY COMPANY, RULE ITS OFFICERS, DIRECTORS, EMPLOYEES, OR ORDER. SELLER: G M Oil PropertiesAGENTS, Inc. an Oklahoma corporation By: /s/ B▇▇▇ ▇▇▇▇ B▇▇▇ ▇▇▇▇, CEO RIO VISTA P▇▇▇▇, LLC By: /s/ AND THIRD-PARTY SERVICE PROVIDERS WILL (I▇▇ ▇▇▇▇▇▇▇▇ I▇▇ ▇▇▇▇▇▇▇▇, Manager
1. All of Assignor’s right, title and interest in and to the oil and gas leases and overriding royalty interests specifically described in Exhibit A (collectively, the “Leases”), the royalties, overriding royalties, net profits interests, production payments and other interests, if any, owned by Assignor burdening the Leases, and any and all right, title and interest in and to the oil, gas and all other hydrocarbons in, on or under the lands covered by the Leases (the “Lands”) and other hydrocarbons and products, whether liquid or gaseous, produced in association therewith (“Hydrocarbons”) after the Effective Time and all other minerals of whatever nature in, on or under the Leases and Lands and lands pooled or unitized therewith;
2. The oil and gas w▇▇▇▇ located on the Leases and Lands, or lands pooled or unitized therewith, including without limitation, the oil and gas w▇▇▇▇ specifically described in Exhibit B, whether producing or non-producing and whether fully or properly described or not, (the “W▇▇▇▇”), all injection and disposal w▇▇▇▇ on the Leases or Lands, and all personal property and equipment associated with the W▇▇▇▇ as of the Effective Time;
3. The rights, to the extent transferable, in and to all existing and effective unitization, pooling and communitization agreements, declarations and orders, and the properties covered and the units created thereby to the extent that they relate to or affect any of Assignor’s properties and interests described in Paragraphs 1 and 2 or the production of Hydrocarbons, if any, attributable to said properties and interests after the Effective Time;
4. The rights, to the extent transferable, without material restriction under applicable law or third party agreements (without the payment of any funds or consideration) in and to existing and effective oil, gas, liquids, condensate, casinghead gas and natural gas sales, purchase, exchange, gathering, transportation and processing contracts, operating agreements, balancing agreements, joint venture agreements, partnership agreements, farmout agreements and other contracts, agreements and instruments insofar only as they relate to any of Assignor’s properties and interests described in Paragraphs 1, 2 and 3, excluding, however, any insurance contracts;
5. All of the personal property, fixtures, improvements, permits, licenses, approvals, servitudes, rights-of-way and easements, including, without limitation the rights of way and easements set forth on Exhibit A, surface leases and other surface rights (including, but not limited to, any w▇▇▇▇, tanks, boilers, buildings, injection facilities, saltwater disposal facilities, compression facilities, gathering systems, other appurtenances and facilities) located on or used in connection with or otherwise related to the exploration for or production, gathering, treatment, processing, storing, sale or disposal of Hydrocarbons or water produced from the properties and interests described in Paragraphs 1 through 4 to the extent that they are located on or used in the operation of the Assets as of the Effective Time, and all contract rights (including rights under leases to third parties) related thereto;
6. The files, records, data and information relating to the items described in Paragraphs 1 through 5, maintained by Assignor (the “Records”), but excluding the following: (i) all of Assignor’s internal appraisals and interpretive data related to the Leases, Lands and W▇▇▇▇, (ii) all information and data under contractual restrictions on assignment, (iii) all information subject to a privilege, (iv) Assignor’s corporate, financial, employee and general tax records that do not relate to the Assets, and (v) all accounting files that do not relate exclusively to the Assets; and
7. Assignor specifically excludes from the Assets and this Assignment all vehicles and other transportation equipment, furniture, office supplies and equipment, telephones and radio or other telecommunication systems, tools, store stock, spare parts, and equipment, and any other assets not specifically used in connection with the operation of the Leases (the “Excluded Property”). TO HAVE AND TO HOLD the Assets unto Assignee and its successors and assigns forever. This Assignment is made and accepted expressly subject to the following terms and conditions:CONSTITUTE LEGAL OR FINANCIAL ADVICE OR
Appears in 1 contract
Sources: Terms of Service
Disclaimer of Representations and Warranties. EXCEPT YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THIS SITE SHALL BE AT YOUR OWN RISK AND THAT THIS SITE ARE PROVIDED "AS EXPRESSLY SET FORTH IN THIS AGREEMENTIS", THE PARTIES HERETO EACH DISCLAIM "AS AVAILABLE" AND "WITH ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATIONFAULTS". COMPANY, WARRANTYITS OFFICERS, STATEMENTS DIRECTORS, EMPLOYEES, AGENTS, DIS- CLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR COMMUNICATIONS (ORALLY OR IN WRITING) TO THE OTHER PARTIES (IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY INFORMATION CONTAINED IN ANY OPINION, INFORMATION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY SUCH PARTY BY ANY PARTNER, OFFICER, STOCKHOLDER, DIRECTOR, EMPLOYEE, AGENT, CONSULTANT, REPRESENTATIVE OR CONTRACTOR OF SUCH DISCLAIMING PARTY OR ITS AFFILIATES OR ANY ENGINEER OR ENGINEERING FIRM, OR OTHER AGENT, CONSULTANT OR REPRESENTATIVE) WHEREVER AND HOWEVER MADE, INCLUDING, BUT NOT LIMITED TO, THOSE MADE IN ANY DATA AND ANY SUPPLEMENTS OR AMENDMENTS THERETO OR DURING ANY NEGOTIATIONS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER SELLER MAKES ANY REPRESENTATION OR WARRANTY AS TO (A) THE AMOUNT, VALUE, QUALITY OR DELIVERABILITY OF HYDROCARBONS OR RESERVES ATTRIBUTABLE TO THE ASSETS OR (B) ANY GEOLOGICAL, ENGINEERING OR OTHER INTERPRETATIONS OR ECONOMIC VALUATIONS. SUBJECT TO THE REPRESENTATIONS AND IMPLIED WARRANTIES OF SELLER IN ARTICLE 4TITLE, WHICH MAY ONLY BE ENFORCED PURSUANT TO ARTICLE 12MERCHANTABILITY, THE ASSETS ARE SOLD WITH SPECIAL WARRANTIES ONLYFITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. ALL TANGIBLE PERSONAL PROPERTY INCLUDED IN THE ASSETS IS SOLD “AS ISCOMPANY, WHERE IS,” AND NEITHER SELLER MAKES ANYITS OFFICERS, DIRECTORS, EMPLOYEES, AND SELLER DISCLAIMS ANY, REPRESENTATION AGENTS MAKE NO REPRESENTATIONS OR WARRANTY, WHETHER EXPRESS OR IMPLIED, AND WHETHER BY COMMON LAW, STATUTE, OR OTHERWISE, AS TO WARRANTIES ABOUT (I) MERCHANTABILITYTHE ACCURACY, COMPLETENESS, OR CONTENT OF THIS SITE, (II) FITNESS FOR THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY PARTICULAR PURPOSESITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTH- ERWISE) TO THIS SITE, AND/OR (III) CONFORMITY THE SERVICES FOUND AT THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO MODELS THIS SITE, AND COMPANY ASSUMES NO LIABILITY OR SAMPLES OF MATERIALS RESPONSIBILITY FOR THE SAME. IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY COMPANY, ITS OFFICERS, DIRECTORS, EMPLOY- EES, OR AGENTS, AND THIRD-PARTY SERVICE PROVIDERS WILL (I) CONSTITUTE LEGAL OR FINANCIAL ADVICE OR (IVII) CONDITIONCREATE A WARRANTY OF ANY KIND WITH RESPECT TO THIS SITE OR THE SERVICES FOUND AT THIS SITE, AND USERS SHOULD NOT RELY ON ANY SUCH IN- FORMATION OR ADVICE. THE PARTIES AGREE THAT FOREGOING DISCLAIMER OF REPRESENTATIONS AND WARRANTIES SHALL APPLY TO THE PRECEDING DISCLAIMERS OF WARRANTY ARE “CONSPICUOUS” DISCLAIMERS FOR PURPOSES OF ANY APPLICABLE FULLEST EXTENT PERMITTED BY LAW, RULE OR ORDER. SELLER: G M Oil Properties, Inc. an Oklahoma corporation By: /s/ B▇▇▇ ▇▇▇▇ B▇▇▇ ▇▇▇▇, CEO RIO VISTA P▇▇▇▇, LLC By: /s/ I▇▇ ▇▇▇▇▇▇▇▇ I▇▇ ▇▇▇▇▇▇▇▇, Manager
1. All and shall survive any termination or expiration of Assignor’s right, title and interest in and to the oil and gas leases and overriding royalty interests specifically described in Exhibit A (collectively, the “Leases”), the royalties, overriding royalties, net profits interests, production payments and other interests, if any, owned by Assignor burdening the Leases, and any and all right, title and interest in and to the oil, gas and all other hydrocarbons in, on this Agreement or under the lands covered by the Leases (the “Lands”) and other hydrocarbons and products, whether liquid or gaseous, produced in association therewith (“Hydrocarbons”) after the Effective Time and all other minerals your use of whatever nature in, on or under the Leases and Lands and lands pooled or unitized therewith;
2. The oil and gas w▇▇▇▇ located on the Leases and Lands, or lands pooled or unitized therewith, including without limitation, the oil and gas w▇▇▇▇ specifically described in Exhibit B, whether producing or non-producing and whether fully or properly described or not, (the “W▇▇▇▇”), all injection and disposal w▇▇▇▇ on the Leases or Lands, and all personal property and equipment associated with the W▇▇▇▇ as of the Effective Time;
3. The rights, to the extent transferable, in and to all existing and effective unitization, pooling and communitization agreements, declarations and orders, and the properties covered and the units created thereby to the extent that they relate to or affect any of Assignor’s properties and interests described in Paragraphs 1 and 2 this Site or the production of Hydrocarbons, if any, attributable to said properties and interests after the Effective Time;
4. The rights, to the extent transferable, without material restriction under applicable law or third party agreements (without the payment of any funds or consideration) in and to existing and effective oil, gas, liquids, condensate, casinghead gas and natural gas sales, purchase, exchange, gathering, transportation and processing contracts, operating agreements, balancing agreements, joint venture agreements, partnership agreements, farmout agreements and other contracts, agreements and instruments insofar only as they relate to any of Assignor’s properties and interests described in Paragraphs 1, 2 and 3, excluding, however, any insurance contracts;
5. All of the personal property, fixtures, improvements, permits, licenses, approvals, servitudes, rights-of-way and easements, including, without limitation the rights of way and easements set forth on Exhibit A, surface leases and other surface rights (including, but not limited to, any w▇▇▇▇, tanks, boilers, buildings, injection facilities, saltwater disposal facilities, compression facilities, gathering systems, other appurtenances and facilities) located on or used in connection with or otherwise related to the exploration for or production, gathering, treatment, processing, storing, sale or disposal of Hydrocarbons or water produced from the properties and interests described in Paragraphs 1 through 4 to the extent that they are located on or used in the operation of the Assets as of the Effective Time, and all contract rights (including rights under leases to third parties) related thereto;
6. The files, records, data and information relating to the items described in Paragraphs 1 through 5, maintained by Assignor (the “Records”), but excluding the following: (i) all of Assignor’s internal appraisals and interpretive data related to the Leases, Lands and W▇▇▇▇, (ii) all information and data under contractual restrictions on assignment, (iii) all information subject to a privilege, (iv) Assignor’s corporate, financial, employee and general tax records that do not relate to the Assets, and (v) all accounting files that do not relate exclusively to the Assets; and
7. Assignor specifically excludes from the Assets and Services found at this Assignment all vehicles and other transportation equipment, furniture, office supplies and equipment, telephones and radio or other telecommunication systems, tools, store stock, spare parts, and equipment, and any other assets not specifically used in connection with the operation of the Leases (the “Excluded Property”). TO HAVE AND TO HOLD the Assets unto Assignee and its successors and assigns forever. This Assignment is made and accepted expressly subject to the following terms and conditions:Site.
Appears in 1 contract
Sources: Terms of Service Agreement
Disclaimer of Representations and Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENTSECTION 9.01(C), THE PARTIES HERETO EACH DISCLAIM ALL LIABILITY UNDERSTAND AND RESPONSIBILITY FOR AGREE THAT NEITHER PARTY NOR ANY REPRESENTATIONPARTY TO ANY ANCILLARY AGREEMENT IS MAKING ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER AS TO ANY HOSPIRA ASSETS OR HOSPIRA LIABILITIES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY ANCILLARY AGREEMENT, WARRANTYINCLUDING ANY REPRESENTATIONS OR WARRANTIES AS TO: (I) ANY CONSENTS REQUIRED IN CONNECTION THEREWITH; (II) THE VALUE OF OR FREEDOM FROM ANY SECURITY INTERESTS IN, STATEMENTS OR COMMUNICATIONS (ORALLY OR IN WRITING) TO THE ANY OTHER PARTIES (INCLUDING, BUT NOT LIMITED TOMATTER CONCERNING, ANY INFORMATION CONTAINED IN HOSPIRA ASSET; (III) THE ABSENCE OF ANY OPINION, INFORMATION DEFENSES TO OR ADVICE THAT MAY HAVE BEEN PROVIDED RIGHT OF SETOFF AGAINST OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY SUCH PARTY BY CLAIM; (IV) THE MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY PARTNEROF THE HOSPIRA ASSETS; OR (V) THE LEGAL SUFFICIENCY OF ANY CONVEYANCE AND ASSUMPTION INSTRUMENTS TO CONVEY TITLE TO ANY HOSPIRA ASSET OR THING OF VALUE UPON THE EXECUTION, OFFICER, STOCKHOLDER, DIRECTOR, EMPLOYEE, AGENT, CONSULTANT, REPRESENTATIVE OR CONTRACTOR DELIVERY AND FILING OF SUCH DISCLAIMING PARTY CONVEYANCE AND ASSUMPTION INSTRUMENTS. THE PARTIES FURTHER UNDERSTAND AND AGREE THAT ALL HOSPIRA ASSETS ARE BEING TRANSFERRED ON AN "AS IS," "WHERE IS" BASIS (AND, IN THE CASE OF ANY REAL PROPERTY, BY MEANS OF A QUITCLAIM OR SIMILAR FORM DEED OR CONVEYANCE), AND HOSPIRA AND ITS AFFILIATES OR ANY ENGINEER OR ENGINEERING FIRM, OR OTHER AGENT, CONSULTANT OR REPRESENTATIVE) WHEREVER SUBSIDIARIES SHALL BEAR THE ECONOMIC AND HOWEVER MADE, INCLUDING, BUT NOT LIMITED TO, THOSE MADE IN ANY DATA AND ANY SUPPLEMENTS OR AMENDMENTS THERETO OR DURING ANY NEGOTIATIONS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER SELLER MAKES ANY REPRESENTATION OR WARRANTY AS TO LEGAL RISKS THAT: (A) ANY CONVEYANCE AND ASSUMPTION INSTRUMENT MAY PROVE TO BE INSUFFICIENT TO VEST IN THE AMOUNTTRANSFEREE GOOD AND MARKETABLE TITLE, VALUE, QUALITY OR DELIVERABILITY FREE AND CLEAR OF HYDROCARBONS OR RESERVES ATTRIBUTABLE TO THE ASSETS OR ANY SECURITY INTEREST; AND (B) ANY GEOLOGICALNECESSARY CONSENTS ARE NOT OBTAINED OR THAT ANY REQUIREMENTS OF LAWS, ENGINEERING AGREEMENTS, SECURITY INTERESTS OR OTHER INTERPRETATIONS OR ECONOMIC VALUATIONS. SUBJECT TO THE REPRESENTATIONS AND WARRANTIES OF SELLER IN ARTICLE 4, WHICH MAY ONLY BE ENFORCED PURSUANT TO ARTICLE 12, THE ASSETS JUDGMENTS ARE SOLD WITH SPECIAL WARRANTIES ONLY. ALL TANGIBLE PERSONAL PROPERTY INCLUDED IN THE ASSETS IS SOLD “AS IS, WHERE IS,” AND NEITHER SELLER MAKES ANY, AND SELLER DISCLAIMS ANY, REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED, AND WHETHER BY COMMON LAW, STATUTE, OR OTHERWISE, AS TO (I) MERCHANTABILITY, (II) FITNESS FOR ANY PARTICULAR PURPOSE, (III) CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OR (IV) CONDITION. THE PARTIES AGREE THAT THE PRECEDING DISCLAIMERS OF WARRANTY ARE “CONSPICUOUS” DISCLAIMERS FOR PURPOSES OF ANY APPLICABLE LAW, RULE OR ORDER. SELLER: G M Oil Properties, Inc. an Oklahoma corporation By: /s/ B▇▇▇ ▇▇▇▇ B▇▇▇ ▇▇▇▇, CEO RIO VISTA P▇▇▇▇, LLC By: /s/ I▇▇ ▇▇▇▇▇▇▇▇ I▇▇ ▇▇▇▇▇▇▇▇, Manager
1. All of Assignor’s right, title and interest in and to the oil and gas leases and overriding royalty interests specifically described in Exhibit A (collectively, the “Leases”), the royalties, overriding royalties, net profits interests, production payments and other interests, if any, owned by Assignor burdening the Leases, and any and all right, title and interest in and to the oil, gas and all other hydrocarbons in, on or under the lands covered by the Leases (the “Lands”) and other hydrocarbons and products, whether liquid or gaseous, produced in association therewith (“Hydrocarbons”) after the Effective Time and all other minerals of whatever nature in, on or under the Leases and Lands and lands pooled or unitized therewith;
2. The oil and gas w▇▇▇▇ located on the Leases and Lands, or lands pooled or unitized therewith, including without limitation, the oil and gas w▇▇▇▇ specifically described in Exhibit B, whether producing or non-producing and whether fully or properly described or not, (the “W▇▇▇▇”), all injection and disposal w▇▇▇▇ on the Leases or Lands, and all personal property and equipment associated with the W▇▇▇▇ as of the Effective Time;
3. The rights, to the extent transferable, in and to all existing and effective unitization, pooling and communitization agreements, declarations and orders, and the properties covered and the units created thereby to the extent that they relate to or affect any of Assignor’s properties and interests described in Paragraphs 1 and 2 or the production of Hydrocarbons, if any, attributable to said properties and interests after the Effective Time;
4. The rights, to the extent transferable, without material restriction under applicable law or third party agreements (without the payment of any funds or consideration) in and to existing and effective oil, gas, liquids, condensate, casinghead gas and natural gas sales, purchase, exchange, gathering, transportation and processing contracts, operating agreements, balancing agreements, joint venture agreements, partnership agreements, farmout agreements and other contracts, agreements and instruments insofar only as they relate to any of Assignor’s properties and interests described in Paragraphs 1, 2 and 3, excluding, however, any insurance contracts;
5. All of the personal property, fixtures, improvements, permits, licenses, approvals, servitudes, rights-of-way and easements, including, without limitation the rights of way and easements set forth on Exhibit A, surface leases and other surface rights (including, but not limited to, any w▇▇▇▇, tanks, boilers, buildings, injection facilities, saltwater disposal facilities, compression facilities, gathering systems, other appurtenances and facilities) located on or used in connection with or otherwise related to the exploration for or production, gathering, treatment, processing, storing, sale or disposal of Hydrocarbons or water produced from the properties and interests described in Paragraphs 1 through 4 to the extent that they are located on or used in the operation of the Assets as of the Effective Time, and all contract rights (including rights under leases to third parties) related thereto;
6. The files, records, data and information relating to the items described in Paragraphs 1 through 5, maintained by Assignor (the “Records”), but excluding the following: (i) all of Assignor’s internal appraisals and interpretive data related to the Leases, Lands and W▇▇▇▇, (ii) all information and data under contractual restrictions on assignment, (iii) all information subject to a privilege, (iv) Assignor’s corporate, financial, employee and general tax records that do not relate to the Assets, and (v) all accounting files that do not relate exclusively to the Assets; and
7. Assignor specifically excludes from the Assets and this Assignment all vehicles and other transportation equipment, furniture, office supplies and equipment, telephones and radio or other telecommunication systems, tools, store stock, spare parts, and equipment, and any other assets not specifically used in connection with the operation of the Leases (the “Excluded Property”). TO HAVE AND TO HOLD the Assets unto Assignee and its successors and assigns forever. This Assignment is made and accepted expressly subject to the following terms and conditions:NOT COMPLIED WITH.
Appears in 1 contract
Sources: Separation and Distribution Agreement (Hospira Inc)
Disclaimer of Representations and Warranties. EXCEPT NOTWITHSTANDING -------------------------------------------- ANYTHING CONTAINED HEREIN OR IN ANY OTHER OPERATIVE DOCUMENT, EACH OF THE CHARTERER AND ANY AFFILIATES DOES NOT MAKE NOR SHALL EITHER THE CHARTERER OR ANY AFFILIATES BE DEEMED TO HAVE MADE, AND EACH OF THE CHARTERER AND ANY AFFILIATES HEREBY DISCLAIMS, ANY REPRESENTATION OR WARRANTY OTHER THAN THOSE REFERRED TO IN THIS SECTION, IN ANY OFFICER'S CERTIFICATE OF THE CHARTERER OR EXPRESSLY MADE IN ANY OTHER OPERATIVE DOCUMENT, EITHER EXPRESS OR IMPLIED, AS EXPRESSLY TO TITLE TO THE VESSEL, THE VESSEL'S DESIGN, CONDITION, MERCHANTABILITY OR THE VESSEL'S FITNESS FOR ANY PARTICULAR TRADE, THE ABILITY OF THE VESSEL OR ANY PART THEREOF TO PERFORM ANY FUNCTION, THE QUALITY OF THE MATERIALS OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONS, OR THE PRESENCE OR ABSENCE OF ANY LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE OR ANY OTHER WARRANTY OR REPRESENTATION WHATSOEVER; PROVIDED THAT THE FOREGOING SHALL NOT EXCUSE THE PERFORMANCE BY THE CHARTERER OF ITS OBLIGATIONS SET FORTH IN THIS AGREEMENT, THE PARTIES HERETO EACH DISCLAIM ALL LIABILITY PARTICIPATION AGREEMENT OR ANY OTHER OPERATIVE DOCUMENT. THIS DISCLAIMER OF REPRESENTATION AND RESPONSIBILITY FOR WARRANTIES SHALL SURVIVE ANY REPRESENTATION, WARRANTY, STATEMENTS TERMINATION OR COMMUNICATIONS (ORALLY OR IN WRITING) TO RESCISSION OF THIS PARTICIPATION AGREEMENT AND THE OTHER PARTIES (INCLUDING, BUT NOT LIMITED TO, ANY INFORMATION CONTAINED IN ANY OPINION, INFORMATION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY SUCH PARTY BY ANY PARTNER, OFFICER, STOCKHOLDER, DIRECTOR, EMPLOYEE, AGENT, CONSULTANT, REPRESENTATIVE OR CONTRACTOR OF SUCH DISCLAIMING PARTY OR ITS AFFILIATES OR ANY ENGINEER OR ENGINEERING FIRM, OR OTHER AGENT, CONSULTANT OR REPRESENTATIVE) WHEREVER AND HOWEVER MADE, INCLUDING, BUT NOT LIMITED TO, THOSE MADE IN ANY DATA AND ANY SUPPLEMENTS OR AMENDMENTS THERETO OR DURING ANY NEGOTIATIONS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER SELLER MAKES ANY REPRESENTATION OR WARRANTY AS TO (A) THE AMOUNT, VALUE, QUALITY OR DELIVERABILITY OF HYDROCARBONS OR RESERVES ATTRIBUTABLE TO THE ASSETS OR (B) ANY GEOLOGICAL, ENGINEERING OR OTHER INTERPRETATIONS OR ECONOMIC VALUATIONS. SUBJECT TO THE REPRESENTATIONS AND WARRANTIES OF SELLER IN ARTICLE 4, WHICH MAY ONLY BE ENFORCED PURSUANT TO ARTICLE 12, THE ASSETS ARE SOLD WITH SPECIAL WARRANTIES ONLY. ALL TANGIBLE PERSONAL PROPERTY INCLUDED IN THE ASSETS IS SOLD “AS IS, WHERE IS,” AND NEITHER SELLER MAKES ANY, AND SELLER DISCLAIMS ANY, REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED, AND WHETHER BY COMMON LAW, STATUTE, OR OTHERWISE, AS TO (I) MERCHANTABILITY, (II) FITNESS FOR ANY PARTICULAR PURPOSE, (III) CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OR (IV) CONDITION. THE PARTIES AGREE THAT THE PRECEDING DISCLAIMERS OF WARRANTY ARE “CONSPICUOUS” DISCLAIMERS FOR PURPOSES OF ANY APPLICABLE LAW, RULE OR ORDER. SELLER: G M Oil Properties, Inc. an Oklahoma corporation By: /s/ B▇▇▇ ▇▇▇▇ B▇▇▇ ▇▇▇▇, CEO RIO VISTA P▇▇▇▇, LLC By: /s/ I▇▇ ▇▇▇▇▇▇▇▇ I▇▇ ▇▇▇▇▇▇▇▇, Manager
1. All of Assignor’s right, title and interest in and to the oil and gas leases and overriding royalty interests specifically described in Exhibit A (collectively, the “Leases”), the royalties, overriding royalties, net profits interests, production payments and other interests, if any, owned by Assignor burdening the Leases, and any and all right, title and interest in and to the oil, gas and all other hydrocarbons in, on or under the lands covered by the Leases (the “Lands”) and other hydrocarbons and products, whether liquid or gaseous, produced in association therewith (“Hydrocarbons”) after the Effective Time and all other minerals of whatever nature in, on or under the Leases and Lands and lands pooled or unitized therewith;
2. The oil and gas w▇▇▇▇ located on the Leases and Lands, or lands pooled or unitized therewith, including without limitation, the oil and gas w▇▇▇▇ specifically described in Exhibit B, whether producing or non-producing and whether fully or properly described or not, (the “W▇▇▇▇”), all injection and disposal w▇▇▇▇ on the Leases or Lands, and all personal property and equipment associated with the W▇▇▇▇ as of the Effective Time;
3. The rights, to the extent transferable, in and to all existing and effective unitization, pooling and communitization agreements, declarations and orders, and the properties covered and the units created thereby to the extent that they relate to or affect any of Assignor’s properties and interests described in Paragraphs 1 and 2 or the production of Hydrocarbons, if any, attributable to said properties and interests after the Effective Time;
4. The rights, to the extent transferable, without material restriction under applicable law or third party agreements (without the payment of any funds or consideration) in and to existing and effective oil, gas, liquids, condensate, casinghead gas and natural gas sales, purchase, exchange, gathering, transportation and processing contracts, operating agreements, balancing agreements, joint venture agreements, partnership agreements, farmout agreements and other contracts, agreements and instruments insofar only as they relate to any of Assignor’s properties and interests described in Paragraphs 1, 2 and 3, excluding, however, any insurance contracts;
5. All of the personal property, fixtures, improvements, permits, licenses, approvals, servitudes, rights-of-way and easements, including, without limitation the rights of way and easements set forth on Exhibit A, surface leases and other surface rights (including, but not limited to, any w▇▇▇▇, tanks, boilers, buildings, injection facilities, saltwater disposal facilities, compression facilities, gathering systems, other appurtenances and facilities) located on or used in connection with or otherwise related to the exploration for or production, gathering, treatment, processing, storing, sale or disposal of Hydrocarbons or water produced from the properties and interests described in Paragraphs 1 through 4 to the extent that they are located on or used in the operation of the Assets as of the Effective Time, and all contract rights (including rights under leases to third parties) related thereto;
6. The files, records, data and information relating to the items described in Paragraphs 1 through 5, maintained by Assignor (the “Records”), but excluding the following: (i) all of Assignor’s internal appraisals and interpretive data related to the Leases, Lands and W▇▇▇▇, (ii) all information and data under contractual restrictions on assignment, (iii) all information subject to a privilege, (iv) Assignor’s corporate, financial, employee and general tax records that do not relate to the Assets, and (v) all accounting files that do not relate exclusively to the Assets; and
7. Assignor specifically excludes from the Assets and this Assignment all vehicles and other transportation equipment, furniture, office supplies and equipment, telephones and radio or other telecommunication systems, tools, store stock, spare parts, and equipment, and any other assets not specifically used in connection with the operation of the Leases (the “Excluded Property”). TO HAVE AND TO HOLD the Assets unto Assignee and its successors and assigns forever. This Assignment is made and accepted expressly subject to the following terms and conditions:OPERATIVE DOCUMENTS.
Appears in 1 contract
Sources: Participation Agreement (Mobil Corp)
Disclaimer of Representations and Warranties. EXCEPT YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THIS SITE SHALL BE AT YOUR OWN RISK AND THAT THIS SITE IS PROVIDED "AS EXPRESSLY SET FORTH IN THIS AGREEMENTIS," "AS AVAILABLE," AND "WITH ALL FAULTS." THE COMPANY, THE PARTIES HERETO EACH ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATIONWARRANTIES, WARRANTYSTATUTORY, STATEMENTS EXPRESS OR COMMUNICATIONS (ORALLY OR IN WRITING) TO THE OTHER PARTIES (IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY INFORMATION CONTAINED IN ANY OPINION, INFORMATION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY SUCH PARTY BY ANY PARTNER, OFFICER, STOCKHOLDER, DIRECTOR, EMPLOYEE, AGENT, CONSULTANT, REPRESENTATIVE OR CONTRACTOR OF SUCH DISCLAIMING PARTY OR ITS AFFILIATES OR ANY ENGINEER OR ENGINEERING FIRM, OR OTHER AGENT, CONSULTANT OR REPRESENTATIVE) WHEREVER AND HOWEVER MADE, INCLUDING, BUT NOT LIMITED TO, THOSE MADE IN ANY DATA AND ANY SUPPLEMENTS OR AMENDMENTS THERETO OR DURING ANY NEGOTIATIONS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER SELLER MAKES ANY REPRESENTATION OR WARRANTY AS TO (A) THE AMOUNT, VALUE, QUALITY OR DELIVERABILITY OF HYDROCARBONS OR RESERVES ATTRIBUTABLE TO THE ASSETS OR (B) ANY GEOLOGICAL, ENGINEERING OR OTHER INTERPRETATIONS OR ECONOMIC VALUATIONS. SUBJECT TO THE REPRESENTATIONS AND IMPLIED WARRANTIES OF SELLER IN ARTICLE 4TITLE, WHICH MAY ONLY BE ENFORCED PURSUANT TO ARTICLE 12MERCHANTABILITY, THE ASSETS ARE SOLD WITH SPECIAL WARRANTIES ONLY. ALL TANGIBLE PERSONAL PROPERTY INCLUDED IN THE ASSETS IS SOLD “AS IS, WHERE IS,” AND NEITHER SELLER MAKES ANYFITNESS FOR A PARTICULAR PURPOSE, AND SELLER DISCLAIMS ANYNON-INFRINGEMENT. THE COMPANY, REPRESENTATION OR WARRANTYITS OFFICERS, WHETHER EXPRESS OR IMPLIEDDIRECTORS, EMPLOYEES, AND WHETHER BY COMMON LAW, STATUTE, AGENTS MAKE NO REPRESENTATIONS OR OTHERWISE, AS TO WARRANTIES ABOUT (I) MERCHANTABILITYTHE ACCURACY, COMPLETENESS, OR CONTENT OF THIS SITE, (II) FITNESS FOR THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY PARTICULAR PURPOSESITES LINKED TO THIS SITE, AND/OR (III) CONFORMITY THE SERVICES FOUND AT THIS SITE OR ANY SITES LINKED TO MODELS THIS SITE, AND THE COMPANY ASSUMES NO LIABILITY OR SAMPLES OF MATERIALS RESPONSIBILITY FOR THE SAME. IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, AND THIRD-PARTY SERVICE PROVIDERS WILL (I) CONSTITUTE LEGAL OR FINANCIAL ADVICE OR (IVII) CONDITIONCREATE A WARRANTY OF ANY KIND WITH RESPECT TO THIS SITE OR THE SERVICES FOUND AT THIS SITE, AND USERS SHOULD NOT RELY ON ANY SUCH INFORMATION OR ADVICE. THE PARTIES AGREE THAT FOREGOING DISCLAIMER OF REPRESENTATIONS AND WARRANTIES SHALL APPLY TO THE PRECEDING DISCLAIMERS OF WARRANTY ARE “CONSPICUOUS” DISCLAIMERS FOR PURPOSES OF ANY APPLICABLE LAW, RULE OR ORDER. SELLER: G M Oil Properties, Inc. an Oklahoma corporation By: /s/ B▇▇▇ ▇▇▇▇ B▇▇▇ ▇▇▇▇, CEO RIO VISTA P▇▇▇▇, LLC By: /s/ I▇▇ ▇▇▇▇▇▇▇▇ I▇▇ ▇▇▇▇▇▇▇▇, Manager
1. All FULLEST EXTENT PERMITTED BY LAW and shall survive any termination or expiration of Assignor’s right, title and interest in and to the oil and gas leases and overriding royalty interests specifically described in Exhibit A (collectively, the “Leases”), the royalties, overriding royalties, net profits interests, production payments and other interests, if any, owned by Assignor burdening the Leases, and any and all right, title and interest in and to the oil, gas and all other hydrocarbons in, on this Agreement or under the lands covered by the Leases (the “Lands”) and other hydrocarbons and products, whether liquid or gaseous, produced in association therewith (“Hydrocarbons”) after the Effective Time and all other minerals your use of whatever nature in, on or under the Leases and Lands and lands pooled or unitized therewith;
2. The oil and gas w▇▇▇▇ located on the Leases and Lands, or lands pooled or unitized therewith, including without limitation, the oil and gas w▇▇▇▇ specifically described in Exhibit B, whether producing or non-producing and whether fully or properly described or not, (the “W▇▇▇▇”), all injection and disposal w▇▇▇▇ on the Leases or Lands, and all personal property and equipment associated with the W▇▇▇▇ as of the Effective Time;
3. The rights, to the extent transferable, in and to all existing and effective unitization, pooling and communitization agreements, declarations and orders, and the properties covered and the units created thereby to the extent that they relate to or affect any of Assignor’s properties and interests described in Paragraphs 1 and 2 this Site or the production of Hydrocarbons, if any, attributable to said properties and interests after the Effective Time;
4. The rights, to the extent transferable, without material restriction under applicable law or third party agreements (without the payment of any funds or consideration) in and to existing and effective oil, gas, liquids, condensate, casinghead gas and natural gas sales, purchase, exchange, gathering, transportation and processing contracts, operating agreements, balancing agreements, joint venture agreements, partnership agreements, farmout agreements and other contracts, agreements and instruments insofar only as they relate to any of Assignor’s properties and interests described in Paragraphs 1, 2 and 3, excluding, however, any insurance contracts;
5. All of the personal property, fixtures, improvements, permits, licenses, approvals, servitudes, rights-of-way and easements, including, without limitation the rights of way and easements set forth on Exhibit A, surface leases and other surface rights (including, but not limited to, any w▇▇▇▇, tanks, boilers, buildings, injection facilities, saltwater disposal facilities, compression facilities, gathering systems, other appurtenances and facilities) located on or used in connection with or otherwise related to the exploration for or production, gathering, treatment, processing, storing, sale or disposal of Hydrocarbons or water produced from the properties and interests described in Paragraphs 1 through 4 to the extent that they are located on or used in the operation of the Assets as of the Effective Time, and all contract rights (including rights under leases to third parties) related thereto;
6. The files, records, data and information relating to the items described in Paragraphs 1 through 5, maintained by Assignor (the “Records”), but excluding the following: (i) all of Assignor’s internal appraisals and interpretive data related to the Leases, Lands and W▇▇▇▇, (ii) all information and data under contractual restrictions on assignment, (iii) all information subject to a privilege, (iv) Assignor’s corporate, financial, employee and general tax records that do not relate to the Assets, and (v) all accounting files that do not relate exclusively to the Assets; and
7. Assignor specifically excludes from the Assets and Services found at this Assignment all vehicles and other transportation equipment, furniture, office supplies and equipment, telephones and radio or other telecommunication systems, tools, store stock, spare parts, and equipment, and any other assets not specifically used in connection with the operation of the Leases (the “Excluded Property”). TO HAVE AND TO HOLD the Assets unto Assignee and its successors and assigns forever. This Assignment is made and accepted expressly subject to the following terms and conditions:Site.
Appears in 1 contract
Sources: Terms of Service
Disclaimer of Representations and Warranties. EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN, IN THIS ANY ANCILLARY AGREEMENT, IN THE PARTIES HERETO EACH DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR RESTRUCTURING AGREEMENT, IN ANY REPRESENTATION, WARRANTY, STATEMENTS OR COMMUNICATIONS (ORALLY OTHER TRANSACTION AGREEMENT OR IN WRITINGANY REAL PROPERTY INSTRUMENT, (A) TO NONE OF THE OTHER PARTIES (INCLUDINGCOMPANY, BUT NOT LIMITED TO, ANY INFORMATION CONTAINED IN ANY OPINION, INFORMATION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY SUCH PARTY BY ANY PARTNER, OFFICER, STOCKHOLDER, DIRECTOR, EMPLOYEE, AGENT, CONSULTANT, REPRESENTATIVE OR CONTRACTOR OF SUCH DISCLAIMING PARTY OR ITS AFFILIATES HOLDCO OR ANY ENGINEER OR ENGINEERING FIRM, OR OTHER AGENT, CONSULTANT OR REPRESENTATIVE) WHEREVER AND HOWEVER MADE, INCLUDING, BUT NOT LIMITED TO, THOSE MADE IN ANY DATA AND ANY SUPPLEMENTS OR AMENDMENTS THERETO OR DURING ANY NEGOTIATIONS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER SELLER PERSON MAKES ANY REPRESENTATION OR WARRANTY AS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY (AINCLUDING ANY CONSENTS OR APPROVALS REQUIRED IN CONNECTION THEREWITH) OR THE AMOUNTBUSINESS, VALUEASSETS, QUALITY CONDITION OR DELIVERABILITY PROSPECTS (FINANCIAL OR OTHERWISE) OF, OR ANY OTHER MATTER INVOLVING, THE ASSETS, BUSINESSES OR LIABILITIES OF HYDROCARBONS THE COMPANY, THE COMPANY GROUP, HOLDCO OR RESERVES ATTRIBUTABLE TO THE ASSETS OR TWIC BROADBAND GROUP; (B) ANY GEOLOGICAL, ENGINEERING OR OTHER INTERPRETATIONS OR ECONOMIC VALUATIONS. SUBJECT TO THE REPRESENTATIONS AND WARRANTIES ALL OF SELLER IN ARTICLE 4, WHICH MAY ONLY BE ENFORCED PURSUANT TO ARTICLE 12, THE ASSETS ARE SOLD TO BE RETAINED OR TRANSFERRED OR THE LIABILITIES TO BE RETAINED, ASSUMED OR TRANSFERRED IN ACCORDANCE WITH SPECIAL WARRANTIES ONLY. ALL TANGIBLE PERSONAL PROPERTY INCLUDED IN THE ASSETS IS SOLD “THIS AGREEMENT SHALL BE TRANSFERRED OR ASSUMED ON AN "AS IS, WHERE ISIS BASIS,” " AND NEITHER SELLER ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A SPECIFIC PURPOSE OR OTHERWISE ARE HEREBY EXPRESSLY DISCLAIMED AND (C) NONE OF THE COMPANY, HOLDCO OR ANY OTHER PERSON MAKES ANY, AND SELLER DISCLAIMS ANY, ANY REPRESENTATION OR WARRANTYWARRANTY WITH RESPECT TO ANY INFORMATION, WHETHER EXPRESS DOCUMENTS OR IMPLIED, AND WHETHER BY COMMON LAW, STATUTE, MATERIAL MADE AVAILABLE IN CONNECTION WITH THE ENTERING INTO OF THIS AGREEMENT OR OTHERWISE, AS TO (I) MERCHANTABILITY, (II) FITNESS FOR ANY PARTICULAR PURPOSE, (III) CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OR (IV) CONDITION. THE PARTIES AGREE THAT THE PRECEDING DISCLAIMERS OF WARRANTY ARE “CONSPICUOUS” DISCLAIMERS FOR PURPOSES OF ANY APPLICABLE LAW, RULE OR ORDER. SELLER: G M Oil Properties, Inc. an Oklahoma corporation By: /s/ B▇▇▇ ▇▇▇▇ B▇▇▇ ▇▇▇▇, CEO RIO VISTA P▇▇▇▇, LLC By: /s/ I▇▇ ▇▇▇▇▇▇▇▇ I▇▇ ▇▇▇▇▇▇▇▇, Manager
1. All of Assignor’s right, title and interest in and to the oil and gas leases and overriding royalty interests specifically described in Exhibit A (collectively, the “Leases”), the royalties, overriding royalties, net profits interests, production payments and other interests, if any, owned by Assignor burdening the Leases, and any and all right, title and interest in and to the oil, gas and all other hydrocarbons in, on or under the lands covered by the Leases (the “Lands”) and other hydrocarbons and products, whether liquid or gaseous, produced in association therewith (“Hydrocarbons”) after the Effective Time and all other minerals of whatever nature in, on or under the Leases and Lands and lands pooled or unitized therewith;
2. The oil and gas w▇▇▇▇ located on the Leases and Lands, or lands pooled or unitized therewith, including without limitation, the oil and gas w▇▇▇▇ specifically described in Exhibit B, whether producing or non-producing and whether fully or properly described or not, (the “W▇▇▇▇”), all injection and disposal w▇▇▇▇ on the Leases or Lands, and all personal property and equipment associated with the W▇▇▇▇ as of the Effective Time;
3. The rights, to the extent transferable, in and to all existing and effective unitization, pooling and communitization agreements, declarations and orders, and the properties covered and the units created thereby to the extent that they relate to or affect any of Assignor’s properties and interests described in Paragraphs 1 and 2 or the production of Hydrocarbons, if any, attributable to said properties and interests after the Effective Time;
4. The rights, to the extent transferable, without material restriction under applicable law or third party agreements (without the payment of any funds or consideration) in and to existing and effective oil, gas, liquids, condensate, casinghead gas and natural gas sales, purchase, exchange, gathering, transportation and processing contracts, operating agreements, balancing agreements, joint venture agreements, partnership agreements, farmout agreements and other contracts, agreements and instruments insofar only as they relate to any of Assignor’s properties and interests described in Paragraphs 1, 2 and 3, excluding, however, any insurance contracts;
5. All of the personal property, fixtures, improvements, permits, licenses, approvals, servitudes, rights-of-way and easements, including, without limitation the rights of way and easements set forth on Exhibit A, surface leases and other surface rights (including, but not limited to, any w▇▇▇▇, tanks, boilers, buildings, injection facilities, saltwater disposal facilities, compression facilities, gathering systems, other appurtenances and facilities) located on or used in connection with or otherwise related to the exploration for or production, gathering, treatment, processing, storing, sale or disposal of Hydrocarbons or water produced from the properties and interests described in Paragraphs 1 through 4 to the extent that they are located on or used in the operation of the Assets as of the Effective Time, and all contract rights (including rights under leases to third parties) related thereto;
6. The files, records, data and information relating to the items described in Paragraphs 1 through 5, maintained by Assignor (the “Records”), but excluding the following: (i) all of Assignor’s internal appraisals and interpretive data related to the Leases, Lands and W▇▇▇▇, (ii) all information and data under contractual restrictions on assignment, (iii) all information subject to a privilege, (iv) Assignor’s corporate, financial, employee and general tax records that do not relate to the Assets, and (v) all accounting files that do not relate exclusively to the Assets; and
7. Assignor specifically excludes from the Assets and this Assignment all vehicles and other transportation equipment, furniture, office supplies and equipment, telephones and radio or other telecommunication systems, tools, store stock, spare parts, and equipment, and any other assets not specifically used in connection with the operation of the Leases (the “Excluded Property”). TO HAVE AND TO HOLD the Assets unto Assignee and its successors and assigns forever. This Assignment is made and accepted expressly subject to the following terms and conditions:TRANSACTIONS CONTEMPLATED HEREBY.
Appears in 1 contract
Disclaimer of Representations and Warranties. EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN OR IN THIS ANY OTHER TRANSACTION AGREEMENT, (A) NONE OF THE PARTIES HERETO EACH DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENTS OR COMMUNICATIONS (ORALLY OR IN WRITING) TO THE OTHER PARTIES (INCLUDING, BUT NOT LIMITED TO, ANY INFORMATION CONTAINED IN ANY OPINION, INFORMATION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY SUCH PARTY BY ANY PARTNER, OFFICER, STOCKHOLDER, DIRECTOR, EMPLOYEE, AGENT, CONSULTANT, REPRESENTATIVE OR CONTRACTOR OF SUCH DISCLAIMING PARTY OR ITS AFFILIATES OR ANY ENGINEER OR ENGINEERING FIRM, OR OTHER AGENT, CONSULTANT OR REPRESENTATIVE) WHEREVER AND HOWEVER MADE, INCLUDING, BUT NOT LIMITED TO, THOSE MADE IN ANY DATA AND ANY SUPPLEMENTS OR AMENDMENTS THERETO OR DURING ANY NEGOTIATIONS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER SELLER PERSON MAKES ANY REPRESENTATION OR WARRANTY AS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO ANY OF THE TRANSACTIONS (AINCLUDING ANY CONSENTS OR APPROVALS REQUIRED IN CONNECTION THEREWITH) OR THE AMOUNTBUSINESS, VALUEASSETS, QUALITY CONDITION OR DELIVERABILITY PROSPECTS (FINANCIAL OR OTHERWISE) OF, OR ANY OTHER MATTER INVOLVING, THE ASSETS, BUSINESSES OR LIABILITIES OF HYDROCARBONS TWE, TWIC, HOLDCO, THE COMPANY OR RESERVES ATTRIBUTABLE TO THE ASSETS OR AOLTW BROADBAND GROUP; (B) ANY GEOLOGICAL, ENGINEERING OR OTHER INTERPRETATIONS OR ECONOMIC VALUATIONS. SUBJECT TO THE REPRESENTATIONS AND WARRANTIES ALL OF SELLER IN ARTICLE 4, WHICH MAY ONLY BE ENFORCED PURSUANT TO ARTICLE 12, THE ASSETS ARE SOLD TO BE RETAINED OR TRANSFERRED OR THE LIABILITIES TO BE RETAINED, ASSUMED OR TRANSFERRED IN ACCORDANCE WITH SPECIAL WARRANTIES ONLY. ALL TANGIBLE PERSONAL PROPERTY INCLUDED IN THE ASSETS IS SOLD TRANSACTION AGREEMENTS SHALL BE TRANSFERRED OR ASSUMED ON AN “AS IS, WHERE ISIS BASIS,” AND NEITHER SELLER MAKES ANYALL IMPLIED WARRANTIES OF Table of Contents MERCHANTABILITY, FITNESS FOR A SPECIFIC PURPOSE OR OTHERWISE ARE HEREBY EXPRESSLY DISCLAIMED, AND SELLER DISCLAIMS ANY, (C) NONE OF THE PARTIES HERETO OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTYWARRANTY WITH RESPECT TO ANY INFORMATION, WHETHER EXPRESS DOCUMENTS OR IMPLIEDMATERIAL MADE AVAILABLE IN CONNECTION WITH THE TRANSACTIONS OR THE ENTERING INTO OF THE TRANSACTION AGREEMENTS. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, [THE]NO AT&T [PARTIES ARE NOT]PARTY IS DISCLAIMING ANY RIGHTS IT MAY HAVE IN ITS CAPACITY AS A SHAREHOLDER OF AOLTW COMMON STOCK[, ] TO THE SAME EXTENT AS IF THE SHARES RECEIVED [HEREUNDER]ON CONVERSION OF THE SERIES A PREFERRED STOCK WERE INSTEAD PURCHASED ON THE OPEN MARKET DURING THE VALUATION PERIOD, UNDER [APPLICABLE SECURITIES LAWS, INCLUDING]SECTION 10(b) OF THE 1934 ACT AND RULE 10b-5 PROMULGATED THEREUNDER DURING THE PERIOD BEGINNING ON THE CLOSING AND ENDING ON THE 90TH DAY FOLLOWING THE CONTINUED EFFECTIVENESS OF THE SHELF REGISTRATION STATEMENT CONTEMPLATED BY THE AOLTW REGISTRATION RIGHTS AGREEMENT OR, IF THE SERIES A PREFERRED IS CONVERTED ON OR AFTER THE 90TH DAY PRIOR TO THE SECOND ANNIVERSARY OF ITS ISSUANCE, 90 DAYS FOLLOWING SUCH CONVERSION, AND WHETHER BY COMMON LAW, STATUTE, OR OTHERWISE, AS TO (I) MERCHANTABILITY, (II) FITNESS FOR ANY PARTICULAR PURPOSE, (III) CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OR (IV) CONDITION. THE PARTIES AGREE AOLTW EXPRESSLY ACKNOWLEDGES THAT THE PRECEDING DISCLAIMERS AT&T PARTIES SHALL BE ENTITLED TO ANY RIGHTS AND REMEDIES PROVIDED BY SUCH SECTION 10(b) OF WARRANTY ARE “CONSPICUOUS” DISCLAIMERS FOR PURPOSES OF ANY APPLICABLE LAW, THE 1934 ACT AND SUCH RULE AS IF THE AT&T PARTIES HAD SO PURCHASED SUCH SHARES ON THE OPEN MARKET DURING THE VALUATION PERIOD PROVIDED THAT THE AT&T PARTIES ASSERT SUCH RIGHT OR ORDER. SELLER: G M Oil Properties, Inc. an Oklahoma corporation By: /s/ B▇▇▇ ▇▇▇▇ B▇▇▇ ▇▇▇▇, CEO RIO VISTA P▇▇▇▇, LLC By: /s/ I▇▇ ▇▇▇▇▇▇▇▇ I▇▇ ▇▇▇▇▇▇▇▇, Manager
1. All of Assignor’s right, title and interest in and to the oil and gas leases and overriding royalty interests specifically described in Exhibit A (collectively, the “Leases”), the royalties, overriding royalties, net profits interests, production payments and other interests, if any, owned by Assignor burdening the Leases, and any and all right, title and interest in and to the oil, gas and all other hydrocarbons in, on or under the lands covered by the Leases (the “Lands”) and other hydrocarbons and products, whether liquid or gaseous, produced in association therewith (“Hydrocarbons”) after the Effective Time and all other minerals of whatever nature in, on or under the Leases and Lands and lands pooled or unitized therewith;
2. The oil and gas w▇▇▇▇ located on the Leases and Lands, or lands pooled or unitized therewith, including without limitation, the oil and gas w▇▇▇▇ specifically described in Exhibit B, whether producing or non-producing and whether fully or properly described or not, (the “W▇▇▇▇”), all injection and disposal w▇▇▇▇ on the Leases or Lands, and all personal property and equipment associated with the W▇▇▇▇ as of the Effective Time;
3. The rights, to the extent transferable, in and to all existing and effective unitization, pooling and communitization agreements, declarations and orders, and the properties covered and the units created thereby to the extent that they relate to or affect any of Assignor’s properties and interests described in Paragraphs 1 and 2 or the production of Hydrocarbons, if any, attributable to said properties and interests after the Effective Time;
4. The rights, to the extent transferable, without material restriction under applicable law or third party agreements (without the payment of any funds or consideration) in and to existing and effective oil, gas, liquids, condensate, casinghead gas and natural gas sales, purchase, exchange, gathering, transportation and processing contracts, operating agreements, balancing agreements, joint venture agreements, partnership agreements, farmout agreements and other contracts, agreements and instruments insofar only as they relate to any of Assignor’s properties and interests described in Paragraphs 1, 2 and 3, excluding, however, any insurance contracts;
5. All of the personal property, fixtures, improvements, permits, licenses, approvals, servitudes, rights-of-way and easements, including, without limitation the rights of way and easements set forth on Exhibit A, surface leases and other surface rights (including, but not limited to, any w▇▇▇▇, tanks, boilers, buildings, injection facilities, saltwater disposal facilities, compression facilities, gathering systems, other appurtenances and facilities) located on or used in connection with or otherwise related to the exploration for or production, gathering, treatment, processing, storing, sale or disposal of Hydrocarbons or water produced from the properties and interests described in Paragraphs 1 through 4 to the extent that they are located on or used in the operation of the Assets as of the Effective Time, and all contract rights (including rights under leases to third parties) related thereto;
6. The files, records, data and information relating to the items described in Paragraphs 1 through 5, maintained by Assignor (the “Records”), but excluding the following: (i) all of Assignor’s internal appraisals and interpretive data related to the Leases, Lands and W▇▇▇▇, (ii) all information and data under contractual restrictions on assignment, (iii) all information subject to a privilege, (iv) Assignor’s corporate, financial, employee and general tax records that do not relate to the Assets, and (v) all accounting files that do not relate exclusively to the Assets; and
7. Assignor specifically excludes from the Assets and this Assignment all vehicles and other transportation equipment, furniture, office supplies and equipment, telephones and radio or other telecommunication systems, tools, store stock, spare parts, and equipment, and any other assets not specifically used in connection with the operation of the Leases (the “Excluded Property”). TO HAVE AND TO HOLD the Assets unto Assignee and its successors and assigns forever. This Assignment is made and accepted expressly subject to the following terms and conditions:REMEDY ON OR BEFORE SUCH 90TH DAY.
Appears in 1 contract
Disclaimer of Representations and Warranties. EACH OF ALON USA (ON BEHALF OF ITSELF AND EACH MEMBER OF THE ALON USA GROUP) AND BRANDS (ON BEHALF OF ITSELF AND EACH MEMBER OF THE BRANDS GROUP) UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN ANY TRANSACTION DOCUMENT, NO PARTY TO THIS AGREEMENT, ANY TRANSACTION DOCUMENT OR ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED BY THIS AGREEMENT, ANY TRANSACTION DOCUMENT OR OTHERWISE, IS REPRESENTING OR WARRANTING IN ANY WAY AS TO THE PARTIES HERETO EACH DISCLAIM ALL LIABILITY ASSETS, BUSINESSES OR LIABILITIES CONTRIBUTED, ASSIGNED, TRANSFERRED, ACCEPTED OR ASSUMED AS CONTEMPLATED HEREBY OR THEREBY, AS TO ANY CONSENTS OR APPROVALS REQUIRED IN CONNECTION HEREWITH OR THEREWITH, AS TO THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OR ENCUMBRANCES OF, OR ANY OTHER MATTER CONCERNING, ANY ASSETS OF SUCH PARTY, OR AS TO THE ABSENCE OF ANY DEFENSES OR RIGHT OF SETOFF OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY CLAIM OR OTHER ASSET, INCLUDING ACCOUNTS RECEIVABLE, OF ANY PARTY, OR AS TO THE LEGAL SUFFICIENCY OF ANY CONTRIBUTION, ASSIGNMENT, TRANSFER, DOCUMENT, CERTIFICATE OR INSTRUMENT DELIVERED HEREUNDER TO CONVEY TITLE TO ANY ASSET OR THING OF VALUE UPON THE EXECUTION, DELIVERY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENTS FILING HEREOF OR COMMUNICATIONS (ORALLY THEREOF. EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN OR IN WRITING) TO THE OTHER PARTIES (INCLUDINGANY TRANSACTION DOCUMENT, BUT NOT LIMITED TO, ANY INFORMATION CONTAINED IN ANY OPINION, INFORMATION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY ALL SUCH PARTY BY ANY PARTNER, OFFICER, STOCKHOLDER, DIRECTOR, EMPLOYEE, AGENT, CONSULTANT, REPRESENTATIVE OR CONTRACTOR OF SUCH DISCLAIMING PARTY OR ITS AFFILIATES OR ANY ENGINEER OR ENGINEERING FIRM, OR OTHER AGENT, CONSULTANT OR REPRESENTATIVE) WHEREVER AND HOWEVER MADE, INCLUDING, BUT NOT LIMITED TO, THOSE MADE IN ANY DATA AND ANY SUPPLEMENTS OR AMENDMENTS THERETO OR DURING ANY NEGOTIATIONS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER SELLER MAKES ANY REPRESENTATION OR WARRANTY AS TO (A) THE AMOUNT, VALUE, QUALITY OR DELIVERABILITY OF HYDROCARBONS OR RESERVES ATTRIBUTABLE TO THE ASSETS OR (B) ANY GEOLOGICAL, ENGINEERING OR OTHER INTERPRETATIONS OR ECONOMIC VALUATIONS. SUBJECT TO THE REPRESENTATIONS AND WARRANTIES OF SELLER IN ARTICLE 4, WHICH MAY ONLY BE ENFORCED PURSUANT TO ARTICLE 12, THE ASSETS ARE SOLD WITH SPECIAL WARRANTIES ONLY. ALL TANGIBLE PERSONAL PROPERTY INCLUDED IN THE ASSETS IS SOLD BEING CONTRIBUTED, ASSIGNED AND TRANSFERRED ON AN “AS IS, ,” “WHERE IS,” BASIS (AND, IN THE CASE OF ANY REAL PROPERTY, BY MEANS OF A QUITCLAIM OR SIMILAR FORM DEED OR CONVEYANCE) AND NEITHER SELLER MAKES ANY, THE RESPECTIVE TRANSFEREES SHALL BEAR THE ECONOMIC AND SELLER DISCLAIMS ANY, REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED, AND WHETHER BY COMMON LAW, STATUTE, OR OTHERWISE, AS TO LEGAL RISKS THAT (I) MERCHANTABILITYANY CONVEYANCE SHALL PROVE TO BE INSUFFICIENT TO VEST IN THE TRANSFEREE GOOD TITLE, FREE AND CLEAR OF ANY SECURITY INTEREST OR ENCUMBRANCE, AND (II) FITNESS FOR ANY PARTICULAR PURPOSE, (III) CONFORMITY TO MODELS NECESSARY CONSENTS OR SAMPLES GOVERNMENTAL APPROVALS ARE NOT OBTAINED OR THAT ANY REQUIREMENTS OF MATERIALS LAWS OR (IV) CONDITION. THE PARTIES AGREE THAT THE PRECEDING DISCLAIMERS OF WARRANTY ORDER ARE “CONSPICUOUS” DISCLAIMERS FOR PURPOSES OF ANY APPLICABLE LAW, RULE OR ORDER. SELLER: G M Oil Properties, Inc. an Oklahoma corporation By: /s/ B▇▇▇ ▇▇▇▇ B▇▇▇ ▇▇▇▇, CEO RIO VISTA P▇▇▇▇, LLC By: /s/ I▇▇ ▇▇▇▇▇▇▇▇ I▇▇ ▇▇▇▇▇▇▇▇, Manager
1. All of Assignor’s right, title and interest in and to the oil and gas leases and overriding royalty interests specifically described in Exhibit A (collectively, the “Leases”), the royalties, overriding royalties, net profits interests, production payments and other interests, if any, owned by Assignor burdening the Leases, and any and all right, title and interest in and to the oil, gas and all other hydrocarbons in, on or under the lands covered by the Leases (the “Lands”) and other hydrocarbons and products, whether liquid or gaseous, produced in association therewith (“Hydrocarbons”) after the Effective Time and all other minerals of whatever nature in, on or under the Leases and Lands and lands pooled or unitized therewith;
2. The oil and gas w▇▇▇▇ located on the Leases and Lands, or lands pooled or unitized therewith, including without limitation, the oil and gas w▇▇▇▇ specifically described in Exhibit B, whether producing or non-producing and whether fully or properly described or not, (the “W▇▇▇▇”), all injection and disposal w▇▇▇▇ on the Leases or Lands, and all personal property and equipment associated with the W▇▇▇▇ as of the Effective Time;
3. The rights, to the extent transferable, in and to all existing and effective unitization, pooling and communitization agreements, declarations and orders, and the properties covered and the units created thereby to the extent that they relate to or affect any of Assignor’s properties and interests described in Paragraphs 1 and 2 or the production of Hydrocarbons, if any, attributable to said properties and interests after the Effective Time;
4. The rights, to the extent transferable, without material restriction under applicable law or third party agreements (without the payment of any funds or consideration) in and to existing and effective oil, gas, liquids, condensate, casinghead gas and natural gas sales, purchase, exchange, gathering, transportation and processing contracts, operating agreements, balancing agreements, joint venture agreements, partnership agreements, farmout agreements and other contracts, agreements and instruments insofar only as they relate to any of Assignor’s properties and interests described in Paragraphs 1, 2 and 3, excluding, however, any insurance contracts;
5. All of the personal property, fixtures, improvements, permits, licenses, approvals, servitudes, rights-of-way and easements, including, without limitation the rights of way and easements set forth on Exhibit A, surface leases and other surface rights (including, but not limited to, any w▇▇▇▇, tanks, boilers, buildings, injection facilities, saltwater disposal facilities, compression facilities, gathering systems, other appurtenances and facilities) located on or used in connection with or otherwise related to the exploration for or production, gathering, treatment, processing, storing, sale or disposal of Hydrocarbons or water produced from the properties and interests described in Paragraphs 1 through 4 to the extent that they are located on or used in the operation of the Assets as of the Effective Time, and all contract rights (including rights under leases to third parties) related thereto;
6. The files, records, data and information relating to the items described in Paragraphs 1 through 5, maintained by Assignor (the “Records”), but excluding the following: (i) all of Assignor’s internal appraisals and interpretive data related to the Leases, Lands and W▇▇▇▇, (ii) all information and data under contractual restrictions on assignment, (iii) all information subject to a privilege, (iv) Assignor’s corporate, financial, employee and general tax records that do not relate to the Assets, and (v) all accounting files that do not relate exclusively to the Assets; and
7. Assignor specifically excludes from the Assets and this Assignment all vehicles and other transportation equipment, furniture, office supplies and equipment, telephones and radio or other telecommunication systems, tools, store stock, spare parts, and equipment, and any other assets not specifically used in connection with the operation of the Leases (the “Excluded Property”). TO HAVE AND TO HOLD the Assets unto Assignee and its successors and assigns forever. This Assignment is made and accepted expressly subject to the following terms and conditions:NOT COMPLIED WITH.
Appears in 1 contract
Sources: Master Agreement (Alon Brands, Inc.)
Disclaimer of Representations and Warranties. EXCEPT AS EXPRESSLY SET FORTH PROVIDED IN THIS AGREEMENTAGREEMENT AND THE OTHER TRANSACTION DOCUMENTS (INCLUDING THE EXHIBITS, APPENDICES AND SCHEDULES HERETO AND THERETO, AND ANY CERTIFICATE FURNISHED IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT), MAP MAKES NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT AND THE PARTIES OTHER TRANSACTION DOCUMENTS (INCLUDING THE EXHIBITS, APPENDICES AND SCHEDULES HERETO EACH DISCLAIM AND THERETO, AND ANY CERTIFICATE FURNISHED IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION DOCUMENT), MAP DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENTS REPRESENTATION OR COMMUNICATIONS WARRANTY OTHERWISE MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO THE OTHER PARTIES (INCLUDING, BUT NOT LIMITED TO, ANY INFORMATION CONTAINED IN ANY OPINION, INFORMATION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY SUCH PARTY PEPL OR TEPPCO BY ANY PARTNER, OFFICER, STOCKHOLDER, DIRECTOR, EMPLOYEE, AGENT, CONSULTANT, CONSULTANT OR REPRESENTATIVE OR CONTRACTOR OF SUCH DISCLAIMING PARTY MAP OR ITS AFFILIATES OR ANY ENGINEER OR ENGINEERING FIRMAFFILIATES, OR OTHER AGENT, CONSULTANT OR REPRESENTATIVE) WHEREVER AND HOWEVER MADE, INCLUDING, BUT NOT LIMITED TO, THOSE MADE IN ANY DATA AND ANY SUPPLEMENTS OR AMENDMENTS THERETO OR DURING ANY NEGOTIATIONS. WITHOUT LIMITING THE GENERALITY OTHER FORM IN EXPECTATION OF THE FOREGOING, NEITHER SELLER MAKES ANY REPRESENTATION OR WARRANTY AS TO (A) THE AMOUNT, VALUE, QUALITY OR DELIVERABILITY OF HYDROCARBONS OR RESERVES ATTRIBUTABLE TO THE ASSETS OR (B) ANY GEOLOGICAL, ENGINEERING OR OTHER INTERPRETATIONS OR ECONOMIC VALUATIONS. SUBJECT TO THE REPRESENTATIONS AND WARRANTIES OF SELLER IN ARTICLE 4, WHICH MAY ONLY BE ENFORCED PURSUANT TO ARTICLE 12, THE ASSETS ARE SOLD WITH SPECIAL WARRANTIES ONLY. ALL TANGIBLE PERSONAL PROPERTY INCLUDED IN THE ASSETS IS SOLD “AS IS, WHERE IS,” AND NEITHER SELLER MAKES ANY, AND SELLER DISCLAIMS ANY, REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED, AND WHETHER TRANSACTIONS CONTEMPLATED BY COMMON LAW, STATUTE, OR OTHERWISE, AS TO (I) MERCHANTABILITY, (II) FITNESS FOR ANY PARTICULAR PURPOSE, (III) CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OR (IV) CONDITION. THE PARTIES AGREE THAT THE PRECEDING DISCLAIMERS OF WARRANTY ARE “CONSPICUOUS” DISCLAIMERS FOR PURPOSES OF ANY APPLICABLE LAW, RULE OR ORDER. SELLER: G M Oil Properties, Inc. an Oklahoma corporation By: /s/ B▇▇▇ ▇▇▇▇ B▇▇▇ ▇▇▇▇, CEO RIO VISTA P▇▇▇▇, LLC By: /s/ I▇▇ ▇▇▇▇▇▇▇▇ I▇▇ ▇▇▇▇▇▇▇▇, Manager
1. All of Assignor’s right, title and interest in and to the oil and gas leases and overriding royalty interests specifically described in Exhibit A (collectively, the “Leases”), the royalties, overriding royalties, net profits interests, production payments and other interests, if any, owned by Assignor burdening the Leases, and any and all right, title and interest in and to the oil, gas and all other hydrocarbons in, on or under the lands covered by the Leases (the “Lands”) and other hydrocarbons and products, whether liquid or gaseous, produced in association therewith (“Hydrocarbons”) after the Effective Time and all other minerals of whatever nature in, on or under the Leases and Lands and lands pooled or unitized therewith;
2. The oil and gas w▇▇▇▇ located on the Leases and Lands, or lands pooled or unitized therewith, including without limitation, the oil and gas w▇▇▇▇ specifically described in Exhibit B, whether producing or non-producing and whether fully or properly described or not, (the “W▇▇▇▇”), all injection and disposal w▇▇▇▇ on the Leases or Lands, and all personal property and equipment associated with the W▇▇▇▇ as of the Effective Time;
3. The rights, to the extent transferable, in and to all existing and effective unitization, pooling and communitization agreements, declarations and orders, and the properties covered and the units created thereby to the extent that they relate to or affect any of Assignor’s properties and interests described in Paragraphs 1 and 2 or the production of Hydrocarbons, if any, attributable to said properties and interests after the Effective Time;
4. The rights, to the extent transferable, without material restriction under applicable law or third party agreements (without the payment of any funds or consideration) in and to existing and effective oil, gas, liquids, condensate, casinghead gas and natural gas sales, purchase, exchange, gathering, transportation and processing contracts, operating agreements, balancing agreements, joint venture agreements, partnership agreements, farmout agreements and other contracts, agreements and instruments insofar only as they relate to any of Assignor’s properties and interests described in Paragraphs 1, 2 and 3, excluding, however, any insurance contracts;
5. All of the personal property, fixtures, improvements, permits, licenses, approvals, servitudes, rights-of-way and easements, including, without limitation the rights of way and easements set forth on Exhibit A, surface leases and other surface rights (including, but not limited to, any w▇▇▇▇, tanks, boilers, buildings, injection facilities, saltwater disposal facilities, compression facilities, gathering systems, other appurtenances and facilities) located on or used in connection with or otherwise related to the exploration for or production, gathering, treatment, processing, storing, sale or disposal of Hydrocarbons or water produced from the properties and interests described in Paragraphs 1 through 4 to the extent that they are located on or used in the operation of the Assets as of the Effective Time, and all contract rights (including rights under leases to third parties) related thereto;
6. The files, records, data and information relating to the items described in Paragraphs 1 through 5, maintained by Assignor (the “Records”), but excluding the following: (i) all of Assignor’s internal appraisals and interpretive data related to the Leases, Lands and W▇▇▇▇, (ii) all information and data under contractual restrictions on assignment, (iii) all information subject to a privilege, (iv) Assignor’s corporate, financial, employee and general tax records that do not relate to the Assets, and (v) all accounting files that do not relate exclusively to the Assets; and
7. Assignor specifically excludes from the Assets and this Assignment all vehicles and other transportation equipment, furniture, office supplies and equipment, telephones and radio or other telecommunication systems, tools, store stock, spare parts, and equipment, and any other assets not specifically used in connection with the operation of the Leases (the “Excluded Property”). TO HAVE AND TO HOLD the Assets unto Assignee and its successors and assigns forever. This Assignment is made and accepted expressly subject to the following terms and conditions:THIS AGREEMENT.
Appears in 1 contract
Disclaimer of Representations and Warranties. EXCEPT YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THIS SITE SHALL BE AT YOUR OWN RISK AND THAT THIS SITE ARE PROVIDED "AS EXPRESSLY SET FORTH IN THIS AGREEMENTIS", THE PARTIES HERETO EACH "AS AVAILABLE" AND "WITH ALL FAULTS". COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATIONWARRANTIES, WARRANTYSTATUTORY, STATEMENTS EXPRESS OR COMMUNICATIONS (ORALLY OR IN WRITING) TO THE OTHER PARTIES (IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY INFORMATION CONTAINED IN ANY OPINION, INFORMATION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY SUCH PARTY BY ANY PARTNER, OFFICER, STOCKHOLDER, DIRECTOR, EMPLOYEE, AGENT, CONSULTANT, REPRESENTATIVE OR CONTRACTOR OF SUCH DISCLAIMING PARTY OR ITS AFFILIATES OR ANY ENGINEER OR ENGINEERING FIRM, OR OTHER AGENT, CONSULTANT OR REPRESENTATIVE) WHEREVER AND HOWEVER MADE, INCLUDING, BUT NOT LIMITED TO, THOSE MADE IN ANY DATA AND ANY SUPPLEMENTS OR AMENDMENTS THERETO OR DURING ANY NEGOTIATIONS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER SELLER MAKES ANY REPRESENTATION OR WARRANTY AS TO (A) THE AMOUNT, VALUE, QUALITY OR DELIVERABILITY OF HYDROCARBONS OR RESERVES ATTRIBUTABLE TO THE ASSETS OR (B) ANY GEOLOGICAL, ENGINEERING OR OTHER INTERPRETATIONS OR ECONOMIC VALUATIONS. SUBJECT TO THE REPRESENTATIONS AND IMPLIED WARRANTIES OF SELLER IN ARTICLE 4TITLE, WHICH MAY ONLY BE ENFORCED PURSUANT TO ARTICLE 12MERCHANTABILITY, THE ASSETS ARE SOLD WITH SPECIAL WARRANTIES ONLYFITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. ALL TANGIBLE PERSONAL PROPERTY INCLUDED IN THE ASSETS IS SOLD “AS ISCOMPANY, WHERE IS,” AND NEITHER SELLER MAKES ANYITS OFFICERS, DIRECTORS, EMPLOYEES, AND SELLER DISCLAIMS ANY, REPRESENTATION AGENTS MAKE NO REPRESENTATIONS OR WARRANTY, WHETHER EXPRESS OR IMPLIED, AND WHETHER BY COMMON LAW, STATUTE, OR OTHERWISE, AS TO WARRANTIES ABOUT (I) MERCHANTABILITYTHE ACCURACY, COMPLETENESS, OR CONTENT OF THIS SITE, (II) FITNESS FOR THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY PARTICULAR PURPOSESITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, AND/OR (III) CONFORMITY THE SERVICES FOUND AT THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO MODELS THIS SITE, AND COMPANY ASSUMES NO LIABILITY OR SAMPLES OF MATERIALS RESPONSIBILITY FOR THE SAME. IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, AND THIRD- PARTY SERVICE PROVIDERS WILL (I) CONSTITUTE LEGAL OR FINANCIAL ADVICE OR (IVII) CONDITIONCREATE A WARRANTY OF ANY KIND WITH RESPECT TO THIS SITE OR THE SERVICES FOUND AT THIS SITE, AND USERS SHOULD NOT RELY ON ANY SUCH INFORMATION OR ADVICE. THE PARTIES AGREE THAT FOREGOING DISCLAIMER OF REPRESENTATIONS AND WARRANTIES SHALL APPLY TO THE PRECEDING DISCLAIMERS OF WARRANTY ARE “CONSPICUOUS” DISCLAIMERS FOR PURPOSES OF ANY APPLICABLE FULLEST EXTENT PERMITTED BY LAW, RULE OR ORDER. SELLER: G M Oil Properties, Inc. an Oklahoma corporation By: /s/ B▇▇▇ ▇▇▇▇ B▇▇▇ ▇▇▇▇, CEO RIO VISTA P▇▇▇▇, LLC By: /s/ I▇▇ ▇▇▇▇▇▇▇▇ I▇▇ ▇▇▇▇▇▇▇▇, Manager
1. All and shall survive any termination or expiration of Assignor’s right, title and interest in and to the oil and gas leases and overriding royalty interests specifically described in Exhibit A (collectively, the “Leases”), the royalties, overriding royalties, net profits interests, production payments and other interests, if any, owned by Assignor burdening the Leases, and any and all right, title and interest in and to the oil, gas and all other hydrocarbons in, on this Agreement or under the lands covered by the Leases (the “Lands”) and other hydrocarbons and products, whether liquid or gaseous, produced in association therewith (“Hydrocarbons”) after the Effective Time and all other minerals your use of whatever nature in, on or under the Leases and Lands and lands pooled or unitized therewith;
2. The oil and gas w▇▇▇▇ located on the Leases and Lands, or lands pooled or unitized therewith, including without limitation, the oil and gas w▇▇▇▇ specifically described in Exhibit B, whether producing or non-producing and whether fully or properly described or not, (the “W▇▇▇▇”), all injection and disposal w▇▇▇▇ on the Leases or Lands, and all personal property and equipment associated with the W▇▇▇▇ as of the Effective Time;
3. The rights, to the extent transferable, in and to all existing and effective unitization, pooling and communitization agreements, declarations and orders, and the properties covered and the units created thereby to the extent that they relate to or affect any of Assignor’s properties and interests described in Paragraphs 1 and 2 this Site or the production of Hydrocarbons, if any, attributable to said properties and interests after the Effective Time;
4. The rights, to the extent transferable, without material restriction under applicable law or third party agreements (without the payment of any funds or consideration) in and to existing and effective oil, gas, liquids, condensate, casinghead gas and natural gas sales, purchase, exchange, gathering, transportation and processing contracts, operating agreements, balancing agreements, joint venture agreements, partnership agreements, farmout agreements and other contracts, agreements and instruments insofar only as they relate to any of Assignor’s properties and interests described in Paragraphs 1, 2 and 3, excluding, however, any insurance contracts;
5. All of the personal property, fixtures, improvements, permits, licenses, approvals, servitudes, rights-of-way and easements, including, without limitation the rights of way and easements set forth on Exhibit A, surface leases and other surface rights (including, but not limited to, any w▇▇▇▇, tanks, boilers, buildings, injection facilities, saltwater disposal facilities, compression facilities, gathering systems, other appurtenances and facilities) located on or used in connection with or otherwise related to the exploration for or production, gathering, treatment, processing, storing, sale or disposal of Hydrocarbons or water produced from the properties and interests described in Paragraphs 1 through 4 to the extent that they are located on or used in the operation of the Assets as of the Effective Time, and all contract rights (including rights under leases to third parties) related thereto;
6. The files, records, data and information relating to the items described in Paragraphs 1 through 5, maintained by Assignor (the “Records”), but excluding the following: (i) all of Assignor’s internal appraisals and interpretive data related to the Leases, Lands and W▇▇▇▇, (ii) all information and data under contractual restrictions on assignment, (iii) all information subject to a privilege, (iv) Assignor’s corporate, financial, employee and general tax records that do not relate to the Assets, and (v) all accounting files that do not relate exclusively to the Assets; and
7. Assignor specifically excludes from the Assets and Services found at this Assignment all vehicles and other transportation equipment, furniture, office supplies and equipment, telephones and radio or other telecommunication systems, tools, store stock, spare parts, and equipment, and any other assets not specifically used in connection with the operation of the Leases (the “Excluded Property”). TO HAVE AND TO HOLD the Assets unto Assignee and its successors and assigns forever. This Assignment is made and accepted expressly subject to the following terms and conditions:Site.
Appears in 1 contract
Sources: Terms of Service
Disclaimer of Representations and Warranties. EXCEPT YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT YOUR MEMBERSHIP IN RAVEN, USE OF RAVEN AND THE MEMBERSHIP BENEFITS SHALL BE AT YOUR OWN RISK AND THAT RAVEN AND THE MEMBERSHIP BENEFITS FOUND A T RAVEN ARE PROVIDED “AS EXPRESSLY SET FORTH IN THIS AGREEMENTIS”, THE PARTIES HERETO EACH “AS AVAILABLE” AND “WITH ALL FAULTS”. CCI, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ALL THIRD PARTY INCLUDING CCI PARTNERS DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATIONWARRANTIES, WARRANTYSTATUTORY, STATEMENTS EXPRESS OR COMMUNICATIONS (ORALLY OR IN WRITING) TO THE OTHER PARTIES (IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY INFORMATION CONTAINED IN ANY OPINIONIMPLIED WARRANTIES OF TITLE, INFORMATION MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON- INFRINGEMENT. CCI, ITS OFFICERS, DIRECTORS, EMPLOYEES, CCI PARTNERS AND AGENTS MAKE NO REPRESENTATIONS OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY SUCH PARTY BY ANY PARTNER, OFFICER, STOCKHOLDER, DIRECTOR, EMPLOYEE, AGENT, CONSULTANT, REPRESENTATIVE OR CONTRACTOR OF SUCH DISCLAIMING PARTY OR ITS AFFILIATES OR ANY ENGINEER OR ENGINEERING FIRM, OR OTHER AGENT, CONSULTANT OR REPRESENTATIVE) WHEREVER AND HOWEVER MADE, INCLUDING, BUT NOT LIMITED TO, THOSE MADE IN ANY DATA AND ANY SUPPLEMENTS OR AMENDMENTS THERETO OR DURING ANY NEGOTIATIONS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER SELLER MAKES ANY REPRESENTATION OR WARRANTY AS TO WARRANTIES ABOUT (A) THE AMOUNTACCURACY, VALUECOMPLETENESS, QUALITY OR DELIVERABILITY CONTENT OF HYDROCARBONS OR RESERVES ATTRIBUTABLE TO THE ASSETS RAVEN; OR (B) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY GEOLOGICALSITES LINKED (THROUGH HYPERLINKS, ENGINEERING BANNER ADVERTISING OR OTHER INTERPRETATIONS OTHERWISE) TO THIS SITE, AND/OR ECONOMIC VALUATIONS(III) THE SERVICES FOUND AT RAVEN OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO RAVEN, AND CCI ASSUMES NO LIABILITY OR RESPONSIBILITY FOR THE SAME. SUBJECT TO IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY CCI, ITS OFFICERS, DIRECTORS, EMPLOYEES, CCI PARTNERS OR AGENTS EXCEPT AS ARE SPECIFICALLY SET FORTH IN THE POLICIES. THE FOREGOING DISCLAIMER OF REPRESENTATIONS AND WARRANTIES OF SELLER IN ARTICLE 4, WHICH MAY ONLY BE ENFORCED PURSUANT SHALL APPLY TO ARTICLE 12, THE ASSETS ARE SOLD WITH SPECIAL WARRANTIES ONLY. ALL TANGIBLE PERSONAL PROPERTY INCLUDED IN THE ASSETS IS SOLD “AS IS, WHERE IS,” AND NEITHER SELLER MAKES ANYFULLEST EXTENT PERMITTED BY LAW, AND SELLER DISCLAIMS ANY, REPRESENTATION SHALL SURVIVE ANY TERMINATION OR WARRANTY, WHETHER EXPRESS EXPIRATION OF THIS AGREEMENT OR IMPLIED, AND WHETHER BY COMMON LAW, STATUTE, YOUR MEMBERSHIP OR OTHERWISE, AS TO (I) MERCHANTABILITY, (II) FITNESS FOR ANY PARTICULAR PURPOSE, (III) CONFORMITY TO MODELS YOUR USE OF RAVEN OR SAMPLES OF MATERIALS OR (IV) CONDITION. THE PARTIES AGREE THAT THE PRECEDING DISCLAIMERS OF WARRANTY ARE “CONSPICUOUS” DISCLAIMERS FOR PURPOSES OF ANY APPLICABLE LAW, RULE OR ORDER. SELLER: G M Oil Properties, Inc. an Oklahoma corporation By: /s/ B▇▇▇ ▇▇▇▇ B▇▇▇ ▇▇▇▇, CEO RIO VISTA P▇▇▇▇, LLC By: /s/ I▇▇ ▇▇▇▇▇▇▇▇ I▇▇ ▇▇▇▇▇▇▇▇, Manager
1. All of Assignor’s right, title and interest in and to the oil and gas leases and overriding royalty interests specifically described in Exhibit A (collectively, the “Leases”), the royalties, overriding royalties, net profits interests, production payments and other interests, if any, owned by Assignor burdening the Leases, and any and all right, title and interest in and to the oil, gas and all other hydrocarbons in, on or under the lands covered by the Leases (the “Lands”) and other hydrocarbons and products, whether liquid or gaseous, produced in association therewith (“Hydrocarbons”) after the Effective Time and all other minerals of whatever nature in, on or under the Leases and Lands and lands pooled or unitized therewith;
2. The oil and gas w▇▇▇▇ located on the Leases and Lands, or lands pooled or unitized therewith, including without limitation, the oil and gas w▇▇▇▇ specifically described in Exhibit B, whether producing or non-producing and whether fully or properly described or not, (the “W▇▇▇▇”), all injection and disposal w▇▇▇▇ on the Leases or Lands, and all personal property and equipment associated with the W▇▇▇▇ as of the Effective Time;
3. The rights, to the extent transferable, in and to all existing and effective unitization, pooling and communitization agreements, declarations and orders, and the properties covered and the units created thereby to the extent that they relate to or affect any of Assignor’s properties and interests described in Paragraphs 1 and 2 or the production of Hydrocarbons, if any, attributable to said properties and interests after the Effective Time;
4. The rights, to the extent transferable, without material restriction under applicable law or third party agreements (without the payment of any funds or consideration) in and to existing and effective oil, gas, liquids, condensate, casinghead gas and natural gas sales, purchase, exchange, gathering, transportation and processing contracts, operating agreements, balancing agreements, joint venture agreements, partnership agreements, farmout agreements and other contracts, agreements and instruments insofar only as they relate to any of Assignor’s properties and interests described in Paragraphs 1, 2 and 3, excluding, however, any insurance contracts;
5. All of the personal property, fixtures, improvements, permits, licenses, approvals, servitudes, rights-of-way and easements, including, without limitation the rights of way and easements set forth on Exhibit A, surface leases and other surface rights (including, but not limited to, any w▇▇▇▇, tanks, boilers, buildings, injection facilities, saltwater disposal facilities, compression facilities, gathering systems, other appurtenances and facilities) located on or used in connection with or otherwise related to the exploration for or production, gathering, treatment, processing, storing, sale or disposal of Hydrocarbons or water produced from the properties and interests described in Paragraphs 1 through 4 to the extent that they are located on or used in the operation of the Assets as of the Effective Time, and all contract rights (including rights under leases to third parties) related thereto;
6. The files, records, data and information relating to the items described in Paragraphs 1 through 5, maintained by Assignor (the “Records”), but excluding the following: (i) all of Assignor’s internal appraisals and interpretive data related to the Leases, Lands and W▇▇▇▇, (ii) all information and data under contractual restrictions on assignment, (iii) all information subject to a privilege, (iv) Assignor’s corporate, financial, employee and general tax records that do not relate to the Assets, and (v) all accounting files that do not relate exclusively to the Assets; and
7. Assignor specifically excludes from the Assets and this Assignment all vehicles and other transportation equipment, furniture, office supplies and equipment, telephones and radio or other telecommunication systems, tools, store stock, spare parts, and equipment, and any other assets not specifically used in connection with the operation of the Leases (the “Excluded Property”). TO HAVE AND TO HOLD the Assets unto Assignee and its successors and assigns forever. This Assignment is made and accepted expressly subject to the following terms and conditions:MEMBERSHIP BENEFITS FOUND AT RAVEN.
Appears in 1 contract
Sources: Membership Agreement
Disclaimer of Representations and Warranties. EXCEPT AS EXPRESSLY SET FORTH NOTWITHSTANDING -------------------------------------------- ANYTHING CONTAINED HEREIN OR IN THIS AGREEMENTANY OTHER OPERATIVE DOCUMENT, THE PARTIES HERETO EACH DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENTS OR COMMUNICATIONS (ORALLY OR IN WRITING) LESSEE DOES NOT MAKE NOR SHALL THE LESSEE BE DEEMED TO THE OTHER PARTIES (INCLUDING, BUT NOT LIMITED TO, ANY INFORMATION CONTAINED IN ANY OPINION, INFORMATION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY SUCH PARTY BY ANY PARTNER, OFFICER, STOCKHOLDER, DIRECTOR, EMPLOYEE, AGENT, CONSULTANT, REPRESENTATIVE OR CONTRACTOR OF SUCH DISCLAIMING PARTY OR ITS AFFILIATES OR ANY ENGINEER OR ENGINEERING FIRM, OR OTHER AGENT, CONSULTANT OR REPRESENTATIVE) WHEREVER AND HOWEVER MADE, INCLUDINGAND THE LESSEE HEREBY DISCLAIMS, BUT NOT LIMITED TO, THOSE MADE IN ANY DATA AND ANY SUPPLEMENTS OR AMENDMENTS THERETO OR DURING ANY NEGOTIATIONS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER SELLER MAKES ANY REPRESENTATION OR WARRANTY AS OTHER THAN THOSE REFERRED TO (A) IN THIS SECTION, IN ANY OFFICER'S CERTIFICATE OF THE AMOUNTLESSEE OR EXPRESSLY MADE IN ANY OTHER OPERATIVE DOCUMENT, VALUE, QUALITY OR DELIVERABILITY OF HYDROCARBONS OR RESERVES ATTRIBUTABLE TO THE ASSETS OR (B) ANY GEOLOGICAL, ENGINEERING OR OTHER INTERPRETATIONS OR ECONOMIC VALUATIONS. SUBJECT TO THE REPRESENTATIONS AND WARRANTIES OF SELLER IN ARTICLE 4, WHICH MAY ONLY BE ENFORCED PURSUANT TO ARTICLE 12, THE ASSETS ARE SOLD WITH SPECIAL WARRANTIES ONLY. ALL TANGIBLE PERSONAL PROPERTY INCLUDED IN THE ASSETS IS SOLD “AS IS, WHERE IS,” AND NEITHER SELLER MAKES ANY, AND SELLER DISCLAIMS ANY, REPRESENTATION OR WARRANTY, WHETHER EITHER EXPRESS OR IMPLIED, AND WHETHER BY COMMON LAW, STATUTE, OR OTHERWISE, AS TO (I) MERCHANTABILITYTHE DESIGN OR CONDITION OF THE FACILITY OR ANY PART THEREOF, (II) THE MERCHANTABILITY THEREOF OR THE FITNESS THEREOF FOR ANY PARTICULAR PURPOSE, (III) CONFORMITY THE ABILITY OF THE FACILITY OR ANY PART THEREOF TO MODELS OR SAMPLES PERFORM ANY FUNCTION, THE QUALITY OF THE MATERIALS OR (IV) CONDITION. WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONS, OR THE PARTIES AGREE PRESENCE OR ABSENCE OF ANY LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE; PROVIDED THAT THE PRECEDING DISCLAIMERS FOREGOING SHALL NOT EXCUSE THE PERFORMANCE BY THE LESSEE OF WARRANTY ARE “CONSPICUOUS” DISCLAIMERS FOR PURPOSES ITS OBLIGATIONS SET FORTH IN THIS PARTICIPATION AGREEMENT OR ANY OTHER OPERATIVE DOCUMENT. THIS DISCLAIMER OF REPRESENTATION AND WARRANTIES SHALL SURVIVE ANY APPLICABLE LAW, RULE TERMINATION OR ORDER. SELLER: G M Oil Properties, Inc. an Oklahoma corporation By: /s/ B▇▇▇ ▇▇▇▇ B▇▇▇ ▇▇▇▇, CEO RIO VISTA P▇▇▇▇, LLC By: /s/ I▇▇ ▇▇▇▇▇▇▇▇ I▇▇ ▇▇▇▇▇▇▇▇, Manager
1. All of Assignor’s right, title and interest in and to the oil and gas leases and overriding royalty interests specifically described in Exhibit A (collectively, the “Leases”), the royalties, overriding royalties, net profits interests, production payments and other interests, if any, owned by Assignor burdening the Leases, and any and all right, title and interest in and to the oil, gas and all other hydrocarbons in, on or under the lands covered by the Leases (the “Lands”) and other hydrocarbons and products, whether liquid or gaseous, produced in association therewith (“Hydrocarbons”) after the Effective Time and all other minerals of whatever nature in, on or under the Leases and Lands and lands pooled or unitized therewith;
2. The oil and gas w▇▇▇▇ located on the Leases and Lands, or lands pooled or unitized therewith, including without limitation, the oil and gas w▇▇▇▇ specifically described in Exhibit B, whether producing or non-producing and whether fully or properly described or not, (the “W▇▇▇▇”), all injection and disposal w▇▇▇▇ on the Leases or Lands, and all personal property and equipment associated with the W▇▇▇▇ as of the Effective Time;
3. The rights, to the extent transferable, in and to all existing and effective unitization, pooling and communitization agreements, declarations and orders, and the properties covered and the units created thereby to the extent that they relate to or affect any of Assignor’s properties and interests described in Paragraphs 1 and 2 or the production of Hydrocarbons, if any, attributable to said properties and interests after the Effective Time;
4. The rights, to the extent transferable, without material restriction under applicable law or third party agreements (without the payment of any funds or consideration) in and to existing and effective oil, gas, liquids, condensate, casinghead gas and natural gas sales, purchase, exchange, gathering, transportation and processing contracts, operating agreements, balancing agreements, joint venture agreements, partnership agreements, farmout agreements and other contracts, agreements and instruments insofar only as they relate to any of Assignor’s properties and interests described in Paragraphs 1, 2 and 3, excluding, however, any insurance contracts;
5. All of the personal property, fixtures, improvements, permits, licenses, approvals, servitudes, rights-of-way and easements, including, without limitation the rights of way and easements set forth on Exhibit A, surface leases and other surface rights (including, but not limited to, any w▇▇▇▇, tanks, boilers, buildings, injection facilities, saltwater disposal facilities, compression facilities, gathering systems, other appurtenances and facilities) located on or used in connection with or otherwise related to the exploration for or production, gathering, treatment, processing, storing, sale or disposal of Hydrocarbons or water produced from the properties and interests described in Paragraphs 1 through 4 to the extent that they are located on or used in the operation of the Assets as of the Effective Time, and all contract rights (including rights under leases to third parties) related thereto;
6. The files, records, data and information relating to the items described in Paragraphs 1 through 5, maintained by Assignor (the “Records”), but excluding the following: (i) all of Assignor’s internal appraisals and interpretive data related to the Leases, Lands and W▇▇▇▇, (ii) all information and data under contractual restrictions on assignment, (iii) all information subject to a privilege, (iv) Assignor’s corporate, financial, employee and general tax records that do not relate to the Assets, and (v) all accounting files that do not relate exclusively to the Assets; and
7. Assignor specifically excludes from the Assets and this Assignment all vehicles and other transportation equipment, furniture, office supplies and equipment, telephones and radio or other telecommunication systems, tools, store stock, spare parts, and equipment, and any other assets not specifically used in connection with the operation of the Leases (the “Excluded Property”). TO HAVE RESCISSION OF THIS PARTICIPATION AGREEMENT AND TO HOLD the Assets unto Assignee and its successors and assigns forever. This Assignment is made and accepted expressly subject to the following terms and conditions:THE OTHER OPERATIVE DOCUMENTS.
Appears in 1 contract
Sources: Participation Agreement (Mobil Corp)
Disclaimer of Representations and Warranties. EACH OF CPE AND CPE LLC (ON BEHALF OF THEMSELVES AND EACH MEMBER OF THE CLOUD PEAK GROUP) AND RTEA AND KMS (ON BEHALF OF THEMSELVES AND EACH MEMBER OF THE RTEA GROUP) UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN ANY TRANSACTION DOCUMENT, NO PARTY TO THIS AGREEMENT, THE PARTIES HERETO EACH DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENTS TRANSACTION DOCUMENT OR COMMUNICATIONS (ORALLY ANY OTHER AGREEMENT OR IN WRITING) TO THE OTHER PARTIES (INCLUDING, BUT NOT LIMITED TODOCUMENT CONTEMPLATED BY THIS AGREEMENT, ANY INFORMATION CONTAINED IN ANY OPINION, INFORMATION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY SUCH PARTY BY ANY PARTNER, OFFICER, STOCKHOLDER, DIRECTOR, EMPLOYEE, AGENT, CONSULTANT, REPRESENTATIVE OR CONTRACTOR OF SUCH DISCLAIMING PARTY OR ITS AFFILIATES OR ANY ENGINEER OR ENGINEERING FIRM, OR OTHER AGENT, CONSULTANT OR REPRESENTATIVE) WHEREVER AND HOWEVER MADE, INCLUDING, BUT NOT LIMITED TO, THOSE MADE IN ANY DATA AND ANY SUPPLEMENTS OR AMENDMENTS THERETO OR DURING ANY NEGOTIATIONS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER SELLER MAKES ANY REPRESENTATION OR WARRANTY AS TO (A) THE AMOUNT, VALUE, QUALITY OR DELIVERABILITY OF HYDROCARBONS OR RESERVES ATTRIBUTABLE TO THE ASSETS OR (B) ANY GEOLOGICAL, ENGINEERING OR OTHER INTERPRETATIONS OR ECONOMIC VALUATIONS. SUBJECT TO THE REPRESENTATIONS AND WARRANTIES OF SELLER IN ARTICLE 4, WHICH MAY ONLY BE ENFORCED PURSUANT TO ARTICLE 12, THE ASSETS ARE SOLD WITH SPECIAL WARRANTIES ONLY. ALL TANGIBLE PERSONAL PROPERTY INCLUDED IN THE ASSETS IS SOLD “AS IS, WHERE IS,” AND NEITHER SELLER MAKES ANY, AND SELLER DISCLAIMS ANY, REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED, AND WHETHER BY COMMON LAW, STATUTE, TRANSACTION DOCUMENT OR OTHERWISE, IS REPRESENTING OR WARRANTING IN ANY WAY AS TO (I) MERCHANTABILITYTHE ASSETS, (II) BUSINESSES OR LIABILITIES ACQUIRED AS CONTEMPLATED HEREBY OR THEREBY AND EXPRESSLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY FOR FITNESS FOR ANY PARTICULAR PURPOSE. EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN OR IN ANY TRANSACTION DOCUMENT, ALL SUCH ASSETS ARE BEING ACQUIRED ON AN “AS IS,” “WHERE IS” BASIS (III) CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OR (IV) CONDITION. AND, IN THE PARTIES AGREE THAT THE PRECEDING DISCLAIMERS OF WARRANTY ARE “CONSPICUOUS” DISCLAIMERS FOR PURPOSES CASE OF ANY APPLICABLE LAWREAL PROPERTY, RULE BY MEANS OF A QUITCLAIM OR ORDER. SELLER: G M Oil PropertiesSIMILAR FORM DEED OR CONVEYANCE) AND THE RESPECTIVE ACQUIRORS SHALL BEAR THE ECONOMIC AND LEGAL RISKS THAT (I) ANY CONVEYANCE SHALL PROVE TO BE INSUFFICIENT TO VEST IN THE ACQUIROR GOOD TITLE, Inc. an Oklahoma corporation By: /s/ B▇▇▇ ▇▇▇▇ B▇▇▇ ▇▇▇▇, CEO RIO VISTA P▇▇▇▇, LLC By: /s/ I▇▇ ▇▇▇▇▇▇▇▇ I▇▇ ▇▇▇▇▇▇▇▇, Manager
1. All of Assignor’s right, title and interest in and to the oil and gas leases and overriding royalty interests specifically described in Exhibit A FREE AND CLEAR OF ANY SECURITY INTEREST OR OTHER ENCUMBRANCE AND (collectively, the “Leases”), the royalties, overriding royalties, net profits interests, production payments and other interests, if any, owned by Assignor burdening the Leases, and any and all right, title and interest in and to the oil, gas and all other hydrocarbons in, on or under the lands covered by the Leases (the “Lands”II) and other hydrocarbons and products, whether liquid or gaseous, produced in association therewith (“Hydrocarbons”) after the Effective Time and all other minerals of whatever nature in, on or under the Leases and Lands and lands pooled or unitized therewith;
2. The oil and gas w▇▇▇▇ located on the Leases and Lands, or lands pooled or unitized therewith, including without limitation, the oil and gas w▇▇▇▇ specifically described in Exhibit B, whether producing or non-producing and whether fully or properly described or not, (the “W▇▇▇▇”), all injection and disposal w▇▇▇▇ on the Leases or Lands, and all personal property and equipment associated with the W▇▇▇▇ as of the Effective Time;
3. The rights, to the extent transferable, in and to all existing and effective unitization, pooling and communitization agreements, declarations and orders, and the properties covered and the units created thereby to the extent that they relate to or affect any of Assignor’s properties and interests described in Paragraphs 1 and 2 or the production of Hydrocarbons, if any, attributable to said properties and interests after the Effective Time;
4. The rights, to the extent transferable, without material restriction under applicable law or third party agreements (without the payment of any funds or consideration) in and to existing and effective oil, gas, liquids, condensate, casinghead gas and natural gas sales, purchase, exchange, gathering, transportation and processing contracts, operating agreements, balancing agreements, joint venture agreements, partnership agreements, farmout agreements and other contracts, agreements and instruments insofar only as they relate to any of Assignor’s properties and interests described in Paragraphs 1, 2 and 3, excluding, however, any insurance contracts;
5. All of the personal property, fixtures, improvements, permits, licenses, approvals, servitudes, rights-of-way and easements, including, without limitation the rights of way and easements set forth on Exhibit A, surface leases and other surface rights (including, but not limited to, any w▇▇▇▇, tanks, boilers, buildings, injection facilities, saltwater disposal facilities, compression facilities, gathering systems, other appurtenances and facilities) located on or used in connection with or otherwise related to the exploration for or production, gathering, treatment, processing, storing, sale or disposal of Hydrocarbons or water produced from the properties and interests described in Paragraphs 1 through 4 to the extent that they are located on or used in the operation of the Assets as of the Effective Time, and all contract rights (including rights under leases to third parties) related thereto;
6. The files, records, data and information relating to the items described in Paragraphs 1 through 5, maintained by Assignor (the “Records”), but excluding the following: (i) all of Assignor’s internal appraisals and interpretive data related to the Leases, Lands and W▇▇▇▇, (ii) all information and data under contractual restrictions on assignment, (iii) all information subject to a privilege, (iv) Assignor’s corporate, financial, employee and general tax records that do not relate to the Assets, and (v) all accounting files that do not relate exclusively to the Assets; and
7. Assignor specifically excludes from the Assets and this Assignment all vehicles and other transportation equipment, furniture, office supplies and equipment, telephones and radio or other telecommunication systems, tools, store stock, spare parts, and equipment, and any other assets not specifically used in connection with the operation of the Leases (the “Excluded Property”). TO HAVE AND TO HOLD the Assets unto Assignee and its successors and assigns forever. This Assignment is made and accepted expressly subject to the following terms and conditions:ANY NECESSARY CONSENTS OR GOVERNMENTAL APPROVALS ARE NOT OBTAINED OR THAT ANY REQUIREMENTS OF LAWS OR JUDGMENTS ARE NOT COMPLIED WITH.
Appears in 1 contract
Sources: Master Separation Agreement (Cloud Peak Energy Inc.)
Disclaimer of Representations and Warranties. EXCEPT YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THIS SITE AND THE SERVICES FOUND AT THIS SITE SHALL BE AT YOUR OWN RISK AND THAT THIS SITE AND THE SERVICES FOUND AT THIS SITE ARE PROVIDED “AS EXPRESSLY SET FORTH IN THIS AGREEMENTIS”, THE PARTIES HERETO EACH “AS AVAILABLE” AND “WITH ALL FAULTS”. HOSTINGER, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ALL THIRD-PARTY SERVICE PROVIDERS DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATIONWARRANTIES, WARRANTYSTATUTORY, STATEMENTS EXPRESS OR COMMUNICATIONS (ORALLY OR IN WRITING) TO THE OTHER PARTIES (IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY INFORMATION CONTAINED IN ANY OPINION, INFORMATION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY SUCH PARTY BY ANY PARTNER, OFFICER, STOCKHOLDER, DIRECTOR, EMPLOYEE, AGENT, CONSULTANT, REPRESENTATIVE OR CONTRACTOR OF SUCH DISCLAIMING PARTY OR ITS AFFILIATES OR ANY ENGINEER OR ENGINEERING FIRM, OR OTHER AGENT, CONSULTANT OR REPRESENTATIVE) WHEREVER AND HOWEVER MADE, INCLUDING, BUT NOT LIMITED TO, THOSE MADE IN ANY DATA AND ANY SUPPLEMENTS OR AMENDMENTS THERETO OR DURING ANY NEGOTIATIONS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER SELLER MAKES ANY REPRESENTATION OR WARRANTY AS TO (A) THE AMOUNT, VALUE, QUALITY OR DELIVERABILITY OF HYDROCARBONS OR RESERVES ATTRIBUTABLE TO THE ASSETS OR (B) ANY GEOLOGICAL, ENGINEERING OR OTHER INTERPRETATIONS OR ECONOMIC VALUATIONS. SUBJECT TO THE REPRESENTATIONS AND IMPLIED WARRANTIES OF SELLER IN ARTICLE 4TITLE, WHICH MAY ONLY BE ENFORCED PURSUANT TO ARTICLE 12MERCHANTABILITY, THE ASSETS ARE SOLD WITH SPECIAL WARRANTIES ONLYFITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. ALL TANGIBLE PERSONAL PROPERTY INCLUDED IN THE ASSETS IS SOLD “AS ISHOSTINGER, WHERE IS,” AND NEITHER SELLER MAKES ANYITS OFFICERS, DIRECTORS, EMPLOYEES, AND SELLER DISCLAIMS ANY, REPRESENTATION AGENTS MAKE NO REPRESENTATIONS OR WARRANTY, WHETHER EXPRESS OR IMPLIED, AND WHETHER BY COMMON LAW, STATUTE, OR OTHERWISE, AS TO WARRANTIES ABOUT (I) MERCHANTABILITYTHE ACCURACY, COMPLETENESS, OR CONTENT OF THIS SITE, (II) FITNESS FOR THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY PARTICULAR PURPOSESITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, AND/OR (III) CONFORMITY THE SERVICES FOUND AT THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO MODELS THIS SITE, AND HOSTINGER ASSUMES NO LIABILITY OR SAMPLES OF MATERIALS RESPONSIBILITY FOR THE SAME. IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY HOSTINGER, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS (INCLUDING WITHOUT LIMITATION ITS CALL CENTER OR CUSTOMER SERVICE REPRESENTATIVES), AND THIRD-PARTY SERVICE PROVIDERS WILL (I) CONSTITUTE LEGAL OR FINANCIAL ADVICE OR (IVII) CONDITIONCREATE A WARRANTY OF ANY KIND WITH RESPECT TO THIS SITE OR THE SERVICES FOUND AT THIS SITE, AND USERS SHOULD NOT RELY ON ANY SUCH INFORMATION OR ADVICE. THE PARTIES AGREE THAT FOREGOING DISCLAIMER OF REPRESENTATIONS AND WARRANTIES SHALL APPLY TO THE PRECEDING DISCLAIMERS OF WARRANTY ARE “CONSPICUOUS” DISCLAIMERS FOR PURPOSES OF ANY APPLICABLE FULLEST EXTENT PERMITTED BY LAW, RULE OR ORDER. SELLER: G M Oil Properties, Inc. an Oklahoma corporation By: /s/ B▇▇▇ ▇▇▇▇ B▇▇▇ ▇▇▇▇, CEO RIO VISTA P▇▇▇▇, LLC By: /s/ I▇▇ ▇▇▇▇▇▇▇▇ I▇▇ ▇▇▇▇▇▇▇▇, Manager
1. All AND shall survive any termination or expiration of Assignor’s right, title and interest in and to the oil and gas leases and overriding royalty interests specifically described in Exhibit A (collectively, the “Leases”), the royalties, overriding royalties, net profits interests, production payments and other interests, if any, owned by Assignor burdening the Leases, and any and all right, title and interest in and to the oil, gas and all other hydrocarbons in, on this Agreement or under the lands covered by the Leases (the “Lands”) and other hydrocarbons and products, whether liquid or gaseous, produced in association therewith (“Hydrocarbons”) after the Effective Time and all other minerals your use of whatever nature in, on or under the Leases and Lands and lands pooled or unitized therewith;
2. The oil and gas w▇▇▇▇ located on the Leases and Lands, or lands pooled or unitized therewith, including without limitation, the oil and gas w▇▇▇▇ specifically described in Exhibit B, whether producing or non-producing and whether fully or properly described or not, (the “W▇▇▇▇”), all injection and disposal w▇▇▇▇ on the Leases or Lands, and all personal property and equipment associated with the W▇▇▇▇ as of the Effective Time;
3. The rights, to the extent transferable, in and to all existing and effective unitization, pooling and communitization agreements, declarations and orders, and the properties covered and the units created thereby to the extent that they relate to or affect any of Assignor’s properties and interests described in Paragraphs 1 and 2 this Site or the production of Hydrocarbons, if any, attributable to said properties and interests after the Effective Time;
4. The rights, to the extent transferable, without material restriction under applicable law or third party agreements (without the payment of any funds or consideration) in and to existing and effective oil, gas, liquids, condensate, casinghead gas and natural gas sales, purchase, exchange, gathering, transportation and processing contracts, operating agreements, balancing agreements, joint venture agreements, partnership agreements, farmout agreements and other contracts, agreements and instruments insofar only as they relate to any of Assignor’s properties and interests described in Paragraphs 1, 2 and 3, excluding, however, any insurance contracts;
5. All of the personal property, fixtures, improvements, permits, licenses, approvals, servitudes, rights-of-way and easements, including, without limitation the rights of way and easements set forth on Exhibit A, surface leases and other surface rights (including, but not limited to, any w▇▇▇▇, tanks, boilers, buildings, injection facilities, saltwater disposal facilities, compression facilities, gathering systems, other appurtenances and facilities) located on or used in connection with or otherwise related to the exploration for or production, gathering, treatment, processing, storing, sale or disposal of Hydrocarbons or water produced from the properties and interests described in Paragraphs 1 through 4 to the extent that they are located on or used in the operation of the Assets as of the Effective Time, and all contract rights (including rights under leases to third parties) related thereto;
6. The files, records, data and information relating to the items described in Paragraphs 1 through 5, maintained by Assignor (the “Records”), but excluding the following: (i) all of Assignor’s internal appraisals and interpretive data related to the Leases, Lands and W▇▇▇▇, (ii) all information and data under contractual restrictions on assignment, (iii) all information subject to a privilege, (iv) Assignor’s corporate, financial, employee and general tax records that do not relate to the Assets, and (v) all accounting files that do not relate exclusively to the Assets; and
7. Assignor specifically excludes from the Assets and Services found at this Assignment all vehicles and other transportation equipment, furniture, office supplies and equipment, telephones and radio or other telecommunication systems, tools, store stock, spare parts, and equipment, and any other assets not specifically used in connection with the operation of the Leases (the “Excluded Property”). TO HAVE AND TO HOLD the Assets unto Assignee and its successors and assigns forever. This Assignment is made and accepted expressly subject to the following terms and conditions:Site.
Appears in 1 contract
Sources: Terms and Conditions
Disclaimer of Representations and Warranties. (a) EACH OF TRINITY (ON BEHALF OF ITSELF AND EACH OTHER MEMBER OF THE TRINITY GROUP), AND ARCOSA (ON BEHALF OF ITSELF AND EACH OTHER MEMBER OF THE ARCOSA GROUP) UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN, IN ANY ANCILLARY AGREEMENT, TRANSFER DOCUMENT, OR IN ANY CONTINUING ARRANGEMENT, NO PARTY TO THIS AGREEMENT, ANY ANCILLARY AGREEMENT, TRANSFER DOCUMENT, OR ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED HEREBY OR THEREBY, IS REPRESENTING OR WARRANTING IN ANY WAY, AND HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, AS TO THE PARTIES HERETO EACH DISCLAIM ALL LIABILITY ASSETS, BUSINESSES OR LIABILITIES CONTRIBUTED, TRANSFERRED, DISTRIBUTED, OR ASSUMED AS CONTEMPLATED HEREBY OR THEREBY, AS TO ANY CONSENTS OR GOVERNMENTAL APPROVALS REQUIRED IN CONNECTION HEREWITH OR THEREWITH, AS TO THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OF, AS TO NO INFRINGEMENT, VALIDITY OR ENFORCEABILITY OR ANY OTHER MATTER CONCERNING, ANY ASSETS OR BUSINESS OF SUCH PARTY, OR AS TO THE ABSENCE OF ANY DEFENSES OR RIGHT OF SETOFF OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY ACTION OR OTHER ASSET, INCLUDING ANY ACCOUNTS RECEIVABLE, OF ANY PARTY, OR AS TO THE LEGAL SUFFICIENCY OF ANY CONTRIBUTION, DISTRIBUTION, ASSIGNMENT, DOCUMENT, CERTIFICATE OR INSTRUMENT DELIVERED HEREUNDER TO CONVEY TITLE TO ANY ASSET OR THING OF VALUE UPON THE EXECUTION, DELIVERY AND RESPONSIBILITY FOR FILING HEREOF OR THEREOF. EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN, IN ANY REPRESENTATION, WARRANTY, STATEMENTS OR COMMUNICATIONS (ORALLY TRANSFER DOCUMENT OR IN WRITING) TO THE OTHER PARTIES (INCLUDINGANY ANCILLARY AGREEMENT, BUT NOT LIMITED TO, ANY INFORMATION CONTAINED IN ANY OPINION, INFORMATION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY SUCH PARTY BY ANY PARTNER, OFFICER, STOCKHOLDER, DIRECTOR, EMPLOYEE, AGENT, CONSULTANT, REPRESENTATIVE OR CONTRACTOR OF SUCH DISCLAIMING PARTY OR ITS AFFILIATES OR ANY ENGINEER OR ENGINEERING FIRM, OR OTHER AGENT, CONSULTANT OR REPRESENTATIVE) WHEREVER AND HOWEVER MADE, INCLUDING, BUT NOT LIMITED TO, THOSE MADE IN ANY DATA AND ANY SUPPLEMENTS OR AMENDMENTS THERETO OR DURING ANY NEGOTIATIONS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER SELLER MAKES ANY REPRESENTATION OR WARRANTY AS TO (A) THE AMOUNT, VALUE, QUALITY OR DELIVERABILITY OF HYDROCARBONS OR RESERVES ATTRIBUTABLE TO THE ASSETS OR (B) ANY GEOLOGICAL, ENGINEERING OR OTHER INTERPRETATIONS OR ECONOMIC VALUATIONS. SUBJECT TO THE REPRESENTATIONS AND WARRANTIES OF SELLER IN ARTICLE 4, WHICH MAY ONLY BE ENFORCED PURSUANT TO ARTICLE 12, THE ALL ASSETS ARE SOLD WITH SPECIAL WARRANTIES ONLY. ALL TANGIBLE PERSONAL PROPERTY INCLUDED IN THE ASSETS IS SOLD BEING TRANSFERRED ON AN “AS IS, ,” “WHERE IS,” BASIS (AND, IN THE CASE OF ANY REAL PROPERTY, BY MEANS OF A QUITCLAIM) AND NEITHER SELLER MAKES ANY, THE RESPECTIVE TRANSFEREES SHALL BEAR ALL ECONOMIC AND SELLER DISCLAIMS ANY, REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED, AND WHETHER BY COMMON LAW, STATUTE, OR OTHERWISE, AS TO LEGAL RISKS THAT (I) MERCHANTABILITYANY CONVEYANCE SHALL PROVE TO BE INSUFFICIENT TO VEST IN THE TRANSFEREE GOOD AND MARKETABLE TITLE, FREE AND CLEAR OF ANY SECURITY INTEREST, AND (II) ANY NECESSARY CONSENTS OR GOVERNMENTAL APPROVALS ARE NOT OBTAINED OR THAT ANY REQUIREMENTS OF LAWS, CONTRACTS, OR JUDGMENTS ARE NOT COMPLIED WITH. ALL WARRANTIES OF HABITABILITY, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, AND ALL OTHER WARRANTIES ARISING UNDER THE UNIFORM COMMERCIAL CODE (IIIOR SIMILAR FOREIGN LAWS), ARE HEREBY DISCLAIMED.
(b) CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OR Each of Trinity (IVon behalf of itself and each member of the Trinity Group) CONDITION. THE PARTIES AGREE THAT THE PRECEDING DISCLAIMERS OF WARRANTY ARE “CONSPICUOUS” DISCLAIMERS FOR PURPOSES OF ANY APPLICABLE LAWand Arcosa (on behalf of itself and each member of the Arcosa Group) further understands and agrees that if the disclaimer of express or implied representations and warranties contained in Section 2.12(a) is held unenforceable or is unavailable for any reason under the Laws of any jurisdiction outside the United States or if, RULE OR ORDER. SELLER: G M Oil Propertiesunder the Laws of a jurisdiction outside the United States, Inc. an Oklahoma corporation By: /s/ B▇▇▇ ▇▇▇▇ B▇▇▇ ▇▇▇▇both Trinity or any member of the Trinity Group, CEO RIO VISTA P▇▇▇▇on the one hand, LLC By: /s/ I▇▇ ▇▇▇▇▇▇▇▇ I▇▇ ▇▇▇▇▇▇▇▇and Arcosa or any member of the Arcosa Group, Manager
1. All of Assignor’s righton the other hand, title and interest in and are jointly or severally liable for any Trinity Liability or any Arcosa Liability, respectively, then, the Parties intend that, notwithstanding any provision to the oil and gas leases and overriding royalty interests specifically described in Exhibit A (collectivelycontrary under the Laws of such foreign jurisdictions, the “Leases”)provisions of this Agreement and the Ancillary Agreements (including the disclaimer of all representations and warranties, allocation of Liabilities among the royaltiesParties and their respective Subsidiaries, overriding royaltiesreleases, net profits interests, production payments indemnification and other interests, if any, owned by Assignor burdening the Leases, and contribution of Liabilities) shall prevail for any and all right, title purposes among the Parties and interest in their respective Subsidiaries.
(c) Trinity hereby waives compliance by itself and each and every member of the Trinity Group with the requirements and provisions of any “bulk-sale” or “bulk transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the oil, gas Transfer or sale of any or all of the Trinity Assets to Trinity or any member of the Trinity Group.
(d) Arcosa hereby waives compliance by itself and all other hydrocarbons in, on or under each and every member of the lands covered by the Leases (the “Lands”) and other hydrocarbons and products, whether liquid or gaseous, produced in association therewith (“Hydrocarbons”) after the Effective Time and all other minerals of whatever nature in, on or under the Leases and Lands and lands pooled or unitized therewith;
2. The oil and gas w▇▇▇▇ located on the Leases and Lands, or lands pooled or unitized therewith, including without limitation, the oil and gas w▇▇▇▇ specifically described in Exhibit B, whether producing or non-producing and whether fully or properly described or not, (the “W▇▇▇▇”), all injection and disposal w▇▇▇▇ on the Leases or Lands, and all personal property and equipment associated Arcosa Group with the W▇▇▇▇ as requirements and provisions of any “bulk-sale” or “bulk transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the Transfer or sale of any or all of the Effective Time;
3. The rights, Arcosa Assets to the extent transferable, in and to all existing and effective unitization, pooling and communitization agreements, declarations and orders, and the properties covered and the units created thereby to the extent that they relate to Arcosa or affect any of Assignor’s properties and interests described in Paragraphs 1 and 2 or the production of Hydrocarbons, if any, attributable to said properties and interests after the Effective Time;
4. The rights, to the extent transferable, without material restriction under applicable law or third party agreements (without the payment of any funds or consideration) in and to existing and effective oil, gas, liquids, condensate, casinghead gas and natural gas sales, purchase, exchange, gathering, transportation and processing contracts, operating agreements, balancing agreements, joint venture agreements, partnership agreements, farmout agreements and other contracts, agreements and instruments insofar only as they relate to any of Assignor’s properties and interests described in Paragraphs 1, 2 and 3, excluding, however, any insurance contracts;
5. All member of the personal property, fixtures, improvements, permits, licenses, approvals, servitudes, rights-of-way and easements, including, without limitation the rights of way and easements set forth on Exhibit A, surface leases and other surface rights (including, but not limited to, any w▇▇▇▇, tanks, boilers, buildings, injection facilities, saltwater disposal facilities, compression facilities, gathering systems, other appurtenances and facilities) located on or used in connection with or otherwise related to the exploration for or production, gathering, treatment, processing, storing, sale or disposal of Hydrocarbons or water produced from the properties and interests described in Paragraphs 1 through 4 to the extent that they are located on or used in the operation of the Assets as of the Effective Time, and all contract rights (including rights under leases to third parties) related thereto;
6. The files, records, data and information relating to the items described in Paragraphs 1 through 5, maintained by Assignor (the “Records”), but excluding the following: (i) all of Assignor’s internal appraisals and interpretive data related to the Leases, Lands and W▇▇▇▇, (ii) all information and data under contractual restrictions on assignment, (iii) all information subject to a privilege, (iv) Assignor’s corporate, financial, employee and general tax records that do not relate to the Assets, and (v) all accounting files that do not relate exclusively to the Assets; and
7. Assignor specifically excludes from the Assets and this Assignment all vehicles and other transportation equipment, furniture, office supplies and equipment, telephones and radio or other telecommunication systems, tools, store stock, spare parts, and equipment, and any other assets not specifically used in connection with the operation of the Leases (the “Excluded Property”). TO HAVE AND TO HOLD the Assets unto Assignee and its successors and assigns forever. This Assignment is made and accepted expressly subject to the following terms and conditions:Arcosa Group.
Appears in 1 contract
Sources: Separation and Distribution Agreement (Arcosa, Inc.)
Disclaimer of Representations and Warranties. EXCEPT AS TO MATTERS EXPRESSLY SET FORTH INDEMNIFIED AGAINST IN THIS AGREEMENT, (A) PARTNERSHIP AND THE PARTIES HERETO EACH DISCLAIM PARTNERS ACCEPT THE ASSETS COMPRISING THE FRACTIONATOR FACILITY "AS IS" AND "WHERE IS" AND WITH ALL LIABILITY FAULTS AND RESPONSIBILITY FOR ANY REPRESENTATIONDEFECTS, WARRANTYWHETHER PATENT OR LATENT, STATEMENTS (B) NEITHER WARREN OR COMMUNICATIONS (ORALLY OR IN WRITING) TO THE OTHER PARTIES (INCLUDING, BUT NOT LIMITED TO, ANY INFORMATION CONTAINED IN ANY OPINION, INFORMATION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY SUCH PARTY BY ANY PARTNER, OFFICER, STOCKHOLDER, DIRECTOR, EMPLOYEE, AGENT, CONSULTANT, REPRESENTATIVE OR CONTRACTOR OF SUCH DISCLAIMING PARTY OR ITS AFFILIATES OR ANY ENGINEER OR ENGINEERING FIRM, OR OTHER AGENT, CONSULTANT OR REPRESENTATIVE) WHEREVER AND HOWEVER MADE, INCLUDING, BUT NOT LIMITED TO, THOSE MADE IN ANY DATA AND ANY SUPPLEMENTS OR AMENDMENTS THERETO OR DURING ANY NEGOTIATIONS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER SELLER MAKES DEVCO MAKE ANY REPRESENTATION OR WARRANTY AS TO (A) THE AMOUNT, VALUE, QUALITY OR DELIVERABILITY OF HYDROCARBONS OR RESERVES ATTRIBUTABLE TO THE ASSETS OR (B) ANY GEOLOGICAL, ENGINEERING OR OTHER INTERPRETATIONS OR ECONOMIC VALUATIONS. SUBJECT TO THE REPRESENTATIONS AND WARRANTIES OF SELLER IN ARTICLE 4ANY KIND, WHICH MAY ONLY BE ENFORCED PURSUANT TO ARTICLE 12, THE ASSETS ARE SOLD WITH SPECIAL WARRANTIES ONLY. ALL TANGIBLE PERSONAL PROPERTY INCLUDED IN THE ASSETS IS SOLD “AS IS, WHERE IS,” AND NEITHER SELLER MAKES ANY, AND SELLER DISCLAIMS ANY, REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED, AND WHETHER BY COMMON LAW, STATUTE, OR OTHERWISE, AS TO (I) MERCHANTABILITY, (II) FITNESS FOR ANY PARTICULAR PURPOSE, (III) CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OR (IV) CONDITION. THE PARTIES AGREE THAT THE PRECEDING DISCLAIMERS OF WARRANTY ARE “CONSPICUOUS” DISCLAIMERS FOR PURPOSES OF ANY APPLICABLE LAW, RULE OR ORDER. SELLER: G M Oil Properties, Inc. an Oklahoma corporation By: /s/ B▇▇▇ ▇▇▇▇ B▇▇▇ ▇▇▇▇, CEO RIO VISTA P▇▇▇▇, LLC By: /s/ I▇▇ ▇▇W▇▇▇▇▇▇ I▇▇ EXPRESS OR IMPLIED, WITH RESPECT TO ALL OR ANY OF SAID ASSETS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY REPRESENTATION WITH RESPECT TO THE DESIGN, QUALITY, DURABILITY OR SUITABILITY OF THE FRACTIONATOR FACILITY, OR ANY PORTIONS THEREOF, FOR A PARTICULAR PURPOSE, AND (C) NEITHER WARREN NOR DEVCO MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, ▇▇▇▇▇▇▇▇ER EXPRESS OR IMPLIED, Manager
1. All of Assignor’s rightIN CONNECTION WITH THE VALUE, title and interest in and to the oil and gas leases and overriding royalty interests specifically described in Exhibit A (collectivelyCONDITION, the “Leases”)FITNESS OR USE OF SAID ASSETS OR THE PRESENCE, the royaltiesABSENCE OR CONDITION OF ANY ENVIRONMENTAL CONTAMINANT OR THE PRESENCE OR EXISTENCE OF ANY ENVIRONMENTAL CONDITION, overriding royalties, net profits interests, production payments and other interests, if any, owned by Assignor burdening the Leases, and any and all right, title and interest in and to the oil, gas and all other hydrocarbons in, on or under the lands covered by the Leases (the “Lands”) and other hydrocarbons and products, whether liquid or gaseous, produced in association therewith (“Hydrocarbons”) after the Effective Time and all other minerals of whatever nature in, on or under the Leases and Lands and lands pooled or unitized therewith;
2. The oil and gas w▇▇▇▇ located on the Leases and Lands, or lands pooled or unitized therewith, including without limitation, the oil and gas w▇▇▇▇ specifically described in Exhibit B, whether producing or non-producing and whether fully or properly described or not, (the “W▇▇▇▇”), all injection and disposal w▇▇▇▇ on the Leases or Lands, and all personal property and equipment associated with the W▇▇▇▇ as of the Effective Time;
3. The rights, to the extent transferable, in and to all existing and effective unitization, pooling and communitization agreements, declarations and orders, and the properties covered and the units created thereby to the extent that they relate to or affect any of Assignor’s properties and interests described in Paragraphs 1 and 2 or the production of Hydrocarbons, if any, attributable to said properties and interests after the Effective Time;
4. The rights, to the extent transferable, without material restriction under applicable law or third party agreements (without the payment of any funds or consideration) in and to existing and effective oil, gas, liquids, condensate, casinghead gas and natural gas sales, purchase, exchange, gathering, transportation and processing contracts, operating agreements, balancing agreements, joint venture agreements, partnership agreements, farmout agreements and other contracts, agreements and instruments insofar only as they relate to any of Assignor’s properties and interests described in Paragraphs 1, 2 and 3, excluding, however, any insurance contracts;
5. All of the personal property, fixtures, improvements, permits, licenses, approvals, servitudes, rights-of-way and easements, including, without limitation the rights of way and easements set forth on Exhibit A, surface leases and other surface rights (including, but not limited to, any w▇▇▇▇, tanks, boilers, buildings, injection facilities, saltwater disposal facilities, compression facilities, gathering systems, other appurtenances and facilities) located on or used in connection with or otherwise related to the exploration for or production, gathering, treatment, processing, storing, sale or disposal of Hydrocarbons or water produced from the properties and interests described in Paragraphs 1 through 4 to the extent that they are located on or used in the operation of the Assets as of the Effective Time, and all contract rights (including rights under leases to third parties) related thereto;
6. The files, records, data and information relating to the items described in Paragraphs 1 through 5, maintained by Assignor (the “Records”), but excluding the following: (i) all of Assignor’s internal appraisals and interpretive data related to the Leases, Lands and W▇▇▇▇, (ii) all information and data under contractual restrictions on assignment, (iii) all information subject to a privilege, (iv) Assignor’s corporate, financial, employee and general tax records that do not relate to the Assets, and (v) all accounting files that do not relate exclusively to the Assets; and
7. Assignor specifically excludes from the Assets and this Assignment all vehicles and other transportation equipment, furniture, office supplies and equipment, telephones and radio or other telecommunication systems, tools, store stock, spare parts, and equipment, and any other assets not specifically used in connection with the operation of the Leases (the “Excluded Property”). TO HAVE AND TO HOLD the Assets unto Assignee and its successors and assigns forever. This Assignment is made and accepted expressly subject to the following terms and conditions:EXCEPT FOR THOSE ENVIRONMENTAL MATTERS DISCLOSED IN THE DISCLOSURE SCHEDULE.
Appears in 1 contract
Sources: Limited Partnership Agreement (Dynegy Energy Partners Lp)
Disclaimer of Representations and Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENTARTICLE 3, THE LOANS ARE BEING SOLD AND ASSIGNED “AS IS” WITHOUT ANY RECOURSE, REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE, EXPRESS OR IMPLIED. EACH OF THE PARTIES HERETO ACKNOWLEDGES AND AGREES THAT, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS ARTICLE, THE PARTIES HERETO EACH DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENTS OR COMMUNICATIONS (ORALLY OR IN WRITING) TO THE OTHER PARTIES (INCLUDING, BUT HAVE NOT LIMITED TO, ANY INFORMATION CONTAINED IN ANY OPINION, INFORMATION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY SUCH PARTY BY ANY PARTNER, OFFICER, STOCKHOLDER, DIRECTOR, EMPLOYEE, AGENT, CONSULTANT, REPRESENTATIVE OR CONTRACTOR OF SUCH DISCLAIMING PARTY OR ITS AFFILIATES OR ANY ENGINEER OR ENGINEERING FIRM, OR OTHER AGENT, CONSULTANT OR REPRESENTATIVE) WHEREVER AND HOWEVER MADE, INCLUDINGDO NOT MAKE AND SPECIFICALLY NEGATE AND DISCLAIM ANY REPRESENTATIONS, BUT NOT LIMITED TOWARRANTIES, THOSE MADE IN PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY DATA AND ANY SUPPLEMENTS KIND OR AMENDMENTS THERETO OR DURING ANY NEGOTIATIONS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER SELLER MAKES ANY REPRESENTATION OR WARRANTY AS TO (A) THE AMOUNT, VALUE, QUALITY OR DELIVERABILITY OF HYDROCARBONS OR RESERVES ATTRIBUTABLE TO THE ASSETS OR (B) ANY GEOLOGICAL, ENGINEERING OR OTHER INTERPRETATIONS OR ECONOMIC VALUATIONS. SUBJECT TO THE REPRESENTATIONS AND WARRANTIES OF SELLER IN ARTICLE 4, WHICH MAY ONLY BE ENFORCED PURSUANT TO ARTICLE 12, THE ASSETS ARE SOLD WITH SPECIAL WARRANTIES ONLY. ALL TANGIBLE PERSONAL PROPERTY INCLUDED IN THE ASSETS IS SOLD “AS IS, WHERE IS,” AND NEITHER SELLER MAKES ANY, AND SELLER DISCLAIMS ANY, REPRESENTATION OR WARRANTYCHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, AND WHETHER BY COMMON LAWORAL OR WRITTEN, STATUTEPAST, PRESENT OR OTHERWISEFUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (I) MERCHANTABILITY, (II) FITNESS FOR ANY PARTICULAR PURPOSE, (III) CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OR (IV) CONDITION. THE PARTIES AGREE THAT THE PRECEDING DISCLAIMERS OF WARRANTY ARE “CONSPICUOUS” DISCLAIMERS FOR PURPOSES OF ANY APPLICABLE LAW, RULE OR ORDER. SELLER: G M Oil Properties, Inc. an Oklahoma corporation By: /s/ B▇▇▇ ▇▇▇▇ B▇▇▇ ▇▇▇▇, CEO RIO VISTA P▇▇▇▇, LLC By: /s/ I▇▇ ▇▇▇▇▇▇▇▇ I▇▇ LOANS OR THE SWEDBANK LOANS, AS APPLICABLE. EACH PARTY HERETO ACKNOWLEDGES THAT THE OTHER PARTIES HAVE NOT AUTHORIZED ANY EMPLOYEE, AGENT, REPRESENTATIVE, BROKER, THIRD PARTY OR OTHER PARTY TO MAKE AND, TO THE EXTENT SO MADE, SPECIFICALLY NEGATE AND DISCLAIM, ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE SWEDBANK LOANS OR THE ▇▇▇▇▇▇ LOANS, AS APPLICABLE, SUCH PARTY IS RELYING SOLELY ON ITS OWN INVESTIGATION AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED, DIRECTLY OR INDIRECTLY, BY ANY OTHER PARTY. EACH PARTY HERETO FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED BY ANY OTHER PARTY WITH RESPECT TO THE SWEDBANK LOANS OR THE ▇▇▇, Manager
1. All of Assignor’s right, title and interest in and to the oil and gas leases and overriding royalty interests specifically described in Exhibit A (collectively, the “Leases”), the royalties, overriding royalties, net profits interests, production payments and other interests, if any, owned by Assignor burdening the Leases, and any and all right, title and interest in and to the oil, gas and all other hydrocarbons in, on or under the lands covered by the Leases (the “Lands”) and other hydrocarbons and products, whether liquid or gaseous, produced in association therewith (“Hydrocarbons”) after the Effective Time and all other minerals of whatever nature in, on or under the Leases and Lands and lands pooled or unitized therewith;
2. The oil and gas w▇▇▇▇ located on the Leases and LandsLOANS, or lands pooled or unitized therewithAS APPLICABLE, including without limitation, the oil and gas wWAS OBTAINED FROM A VARIETY OF SOURCES AND THAT SUCH OTHER PARTY HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. IT IS UNDERSTOOD AND AGREED THAT THE SWEDBANK LOANS AND THE ▇▇▇▇▇▇ specifically described in Exhibit BLOANS ARE SOLD AND TRANSFERRED AS IS, whether producing or non-producing and whether fully or properly described or not, (the “W▇▇▇▇”), all injection and disposal w▇▇▇▇ on the Leases or Lands, and all personal property and equipment associated with the W▇▇▇▇ as of the Effective Time;
3. The rights, to the extent transferable, in and to all existing and effective unitization, pooling and communitization agreements, declarations and orders, and the properties covered and the units created thereby to the extent that they relate to or affect any of Assignor’s properties and interests described in Paragraphs 1 and 2 or the production of Hydrocarbons, if any, attributable to said properties and interests after the Effective Time;
4. The rights, to the extent transferable, without material restriction under applicable law or third party agreements (without the payment of any funds or consideration) in and to existing and effective oil, gas, liquids, condensate, casinghead gas and natural gas sales, purchase, exchange, gathering, transportation and processing contracts, operating agreements, balancing agreements, joint venture agreements, partnership agreements, farmout agreements and other contracts, agreements and instruments insofar only as they relate to any of Assignor’s properties and interests described in Paragraphs 1, 2 and 3, excluding, however, any insurance contracts;
5. All of the personal property, fixtures, improvements, permits, licenses, approvals, servitudes, rights-of-way and easements, including, without limitation the rights of way and easements set forth on Exhibit A, surface leases and other surface rights (including, but not limited to, any w▇▇▇▇, tanks, boilers, buildings, injection facilities, saltwater disposal facilities, compression facilities, gathering systems, other appurtenances and facilities) located on or used in connection with or otherwise related to the exploration for or production, gathering, treatment, processing, storing, sale or disposal of Hydrocarbons or water produced from the properties and interests described in Paragraphs 1 through 4 to the extent that they are located on or used in the operation of the Assets as of the Effective Time, and all contract rights (including rights under leases to third parties) related thereto;
6. The files, records, data and information relating to the items described in Paragraphs 1 through 5, maintained by Assignor (the “Records”), but excluding the following: (i) all of Assignor’s internal appraisals and interpretive data related to the Leases, Lands and W▇▇▇▇, (ii) all information and data under contractual restrictions on assignment, (iii) all information subject to a privilege, (iv) Assignor’s corporate, financial, employee and general tax records that do not relate to the Assets, and (v) all accounting files that do not relate exclusively to the Assets; and
7. Assignor specifically excludes from the Assets and this Assignment all vehicles and other transportation equipment, furniture, office supplies and equipment, telephones and radio or other telecommunication systems, tools, store stock, spare parts, and equipment, and any other assets not specifically used in connection with the operation of the Leases (the “Excluded Property”). WHERE IS AND SUBJECT TO HAVE AND TO HOLD the Assets unto Assignee and its successors and assigns forever. This Assignment is made and accepted expressly subject to the following terms and conditions:THE FOREGOING.
Appears in 1 contract
Sources: Settlement Agreement
Disclaimer of Representations and Warranties. EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN, IN THIS ANY ANCILLARY AGREEMENT, IN THE PARTIES HERETO EACH DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENTS OR COMMUNICATIONS (ORALLY RESTRUCTURING AGREEMENT OR IN WRITINGANY OTHER TRANSACTION AGREEMENT, (A) TO THE OTHER PARTIES (INCLUDINGNONE OF TWE, BUT NOT LIMITED TO, ANY INFORMATION CONTAINED IN ANY OPINION, INFORMATION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY SUCH PARTY BY ANY PARTNER, OFFICER, STOCKHOLDER, DIRECTOR, EMPLOYEE, AGENT, CONSULTANT, REPRESENTATIVE OR CONTRACTOR OF SUCH DISCLAIMING PARTY OR ITS AFFILIATES HOLDCO OR ANY ENGINEER OR ENGINEERING FIRM, OR OTHER AGENT, CONSULTANT OR REPRESENTATIVE) WHEREVER AND HOWEVER MADE, INCLUDING, BUT NOT LIMITED TO, THOSE MADE IN ANY DATA AND ANY SUPPLEMENTS OR AMENDMENTS THERETO OR DURING ANY NEGOTIATIONS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER SELLER PERSON MAKES ANY REPRESENTATION OR WARRANTY AS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY (AINCLUDING ANY CONSENTS OR APPROVALS REQUIRED IN CONNECTION THEREWITH) OR THE AMOUNTBUSINESS, VALUEASSETS, QUALITY CONDITION OR DELIVERABILITY PROSPECTS (FINANCIAL OR OTHERWISE) OF, OR ANY OTHER MATTER INVOLVING, THE ASSETS, BUSINESSES OR LIABILITIES OF HYDROCARBONS TWE, HOLDCO, THE TWE NON-BROADBAND GROUP OR RESERVES ATTRIBUTABLE TO THE ASSETS OR TWE BROADBAND GROUP; (B) ANY GEOLOGICAL, ENGINEERING OR OTHER INTERPRETATIONS OR ECONOMIC VALUATIONS. SUBJECT TO THE REPRESENTATIONS AND WARRANTIES ALL OF SELLER IN ARTICLE 4, WHICH MAY ONLY BE ENFORCED PURSUANT TO ARTICLE 12, THE ASSETS ARE SOLD TO BE RETAINED OR TRANSFERRED OR THE LIABILITIES TO BE RETAINED, ASSUMED OR TRANSFERRED IN ACCORDANCE WITH SPECIAL WARRANTIES ONLY. ALL TANGIBLE PERSONAL PROPERTY INCLUDED IN THE ASSETS IS SOLD “THIS AGREEMENT SHALL BE TRANSFERRED OR ASSUMED ON AN "AS IS, WHERE ISIS BASIS,” " AND NEITHER SELLER MAKES ANYALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A SPECIFIC PURPOSE OR OTHERWISE ARE HEREBY EXPRESSLY DISCLAIMED, AND SELLER DISCLAIMS ANY(C) NONE OF TWE, HOLDCO OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTYWARRANTY WITH RESPECT TO ANY INFORMATION, WHETHER EXPRESS DOCUMENTS OR IMPLIED, AND WHETHER BY COMMON LAW, STATUTE, MATERIAL MADE AVAILABLE IN CONNECTION WITH THE ENTERING INTO OF THIS AGREEMENT OR OTHERWISE, AS TO (I) MERCHANTABILITY, (II) FITNESS FOR ANY PARTICULAR PURPOSE, (III) CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OR (IV) CONDITION. THE PARTIES AGREE THAT THE PRECEDING DISCLAIMERS OF WARRANTY ARE “CONSPICUOUS” DISCLAIMERS FOR PURPOSES OF ANY APPLICABLE LAW, RULE OR ORDER. SELLER: G M Oil Properties, Inc. an Oklahoma corporation By: /s/ B▇▇▇ ▇▇▇▇ B▇▇▇ ▇▇▇▇, CEO RIO VISTA P▇▇▇▇, LLC By: /s/ I▇▇ ▇▇▇▇▇▇▇▇ I▇▇ ▇▇▇▇▇▇▇▇, Manager
1. All of Assignor’s right, title and interest in and to the oil and gas leases and overriding royalty interests specifically described in Exhibit A (collectively, the “Leases”), the royalties, overriding royalties, net profits interests, production payments and other interests, if any, owned by Assignor burdening the Leases, and any and all right, title and interest in and to the oil, gas and all other hydrocarbons in, on or under the lands covered by the Leases (the “Lands”) and other hydrocarbons and products, whether liquid or gaseous, produced in association therewith (“Hydrocarbons”) after the Effective Time and all other minerals of whatever nature in, on or under the Leases and Lands and lands pooled or unitized therewith;
2. The oil and gas w▇▇▇▇ located on the Leases and Lands, or lands pooled or unitized therewith, including without limitation, the oil and gas w▇▇▇▇ specifically described in Exhibit B, whether producing or non-producing and whether fully or properly described or not, (the “W▇▇▇▇”), all injection and disposal w▇▇▇▇ on the Leases or Lands, and all personal property and equipment associated with the W▇▇▇▇ as of the Effective Time;
3. The rights, to the extent transferable, in and to all existing and effective unitization, pooling and communitization agreements, declarations and orders, and the properties covered and the units created thereby to the extent that they relate to or affect any of Assignor’s properties and interests described in Paragraphs 1 and 2 or the production of Hydrocarbons, if any, attributable to said properties and interests after the Effective Time;
4. The rights, to the extent transferable, without material restriction under applicable law or third party agreements (without the payment of any funds or consideration) in and to existing and effective oil, gas, liquids, condensate, casinghead gas and natural gas sales, purchase, exchange, gathering, transportation and processing contracts, operating agreements, balancing agreements, joint venture agreements, partnership agreements, farmout agreements and other contracts, agreements and instruments insofar only as they relate to any of Assignor’s properties and interests described in Paragraphs 1, 2 and 3, excluding, however, any insurance contracts;
5. All of the personal property, fixtures, improvements, permits, licenses, approvals, servitudes, rights-of-way and easements, including, without limitation the rights of way and easements set forth on Exhibit A, surface leases and other surface rights (including, but not limited to, any w▇▇▇▇, tanks, boilers, buildings, injection facilities, saltwater disposal facilities, compression facilities, gathering systems, other appurtenances and facilities) located on or used in connection with or otherwise related to the exploration for or production, gathering, treatment, processing, storing, sale or disposal of Hydrocarbons or water produced from the properties and interests described in Paragraphs 1 through 4 to the extent that they are located on or used in the operation of the Assets as of the Effective Time, and all contract rights (including rights under leases to third parties) related thereto;
6. The files, records, data and information relating to the items described in Paragraphs 1 through 5, maintained by Assignor (the “Records”), but excluding the following: (i) all of Assignor’s internal appraisals and interpretive data related to the Leases, Lands and W▇▇▇▇, (ii) all information and data under contractual restrictions on assignment, (iii) all information subject to a privilege, (iv) Assignor’s corporate, financial, employee and general tax records that do not relate to the Assets, and (v) all accounting files that do not relate exclusively to the Assets; and
7. Assignor specifically excludes from the Assets and this Assignment all vehicles and other transportation equipment, furniture, office supplies and equipment, telephones and radio or other telecommunication systems, tools, store stock, spare parts, and equipment, and any other assets not specifically used in connection with the operation of the Leases (the “Excluded Property”). TO HAVE AND TO HOLD the Assets unto Assignee and its successors and assigns forever. This Assignment is made and accepted expressly subject to the following terms and conditions:TRANSACTIONS CONTEMPLATED HEREBY.
Appears in 1 contract
Disclaimer of Representations and Warranties. 9.01 NO WARRANTY OR REPRESENTATION BY SELLER: EXCEPT AS EXPRESSLY SET FORTH PROVIDED IN THIS AGREEMENTSECTION 8.05(i), THE PARTIES HERETO EACH DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR TRANSACTION CONTEMPLATED HEREBY SHALL BE (i) WITHOUT ANY REPRESENTATIONWARRANTY OR REPRESENTATION OF TITLE, WARRANTYEITHER EXPRESS, STATEMENTS IMPLIED, STATUTORY OR COMMUNICATIONS OTHERWISE; (ORALLY ii) WITHOUT ANY EXPRESS, IMPLIED, STATUTORY OR IN WRITING) OTHER WARRANTY OR REPRESENTATION AS TO THE OTHER PARTIES (INCLUDINGCONDITION, BUT NOT LIMITED TOQUANTITY, ANY INFORMATION CONTAINED IN ANY OPINIONQUALITY, INFORMATION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY SUCH PARTY BY ANY PARTNER, OFFICER, STOCKHOLDER, DIRECTOR, EMPLOYEE, AGENT, CONSULTANT, REPRESENTATIVE OR CONTRACTOR OF SUCH DISCLAIMING PARTY OR ITS AFFILIATES OR ANY ENGINEER OR ENGINEERING FIRM, OR OTHER AGENT, CONSULTANT OR REPRESENTATIVE) WHEREVER AND HOWEVER MADE, INCLUDING, BUT NOT LIMITED TO, THOSE MADE IN ANY DATA AND ANY SUPPLEMENTS OR AMENDMENTS THERETO OR DURING ANY NEGOTIATIONS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER SELLER MAKES ANY REPRESENTATION OR WARRANTY AS TO (A) THE AMOUNT, VALUE, QUALITY OR DELIVERABILITY OF HYDROCARBONS OR RESERVES ATTRIBUTABLE TO THE ASSETS OR (B) ANY GEOLOGICAL, ENGINEERING OR OTHER INTERPRETATIONS OR ECONOMIC VALUATIONS. SUBJECT TO THE REPRESENTATIONS AND WARRANTIES OF SELLER IN ARTICLE 4, WHICH MAY ONLY BE ENFORCED PURSUANT TO ARTICLE 12, THE ASSETS ARE SOLD WITH SPECIAL WARRANTIES ONLY. ALL TANGIBLE PERSONAL PROPERTY INCLUDED IN THE ASSETS IS SOLD “AS IS, WHERE IS,” AND NEITHER SELLER MAKES ANY, AND SELLER DISCLAIMS ANY, REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED, AND WHETHER BY COMMON LAW, STATUTE, OR OTHERWISE, AS TO (I) MERCHANTABILITY, (II) FITNESS FOR ANY A PARTICULAR PURPOSE, (III) FREEDOM FROM HIDDEN VICES OR DEFECTS, CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OR (IV) CONDITION. THE PARTIES AGREE THAT THE PRECEDING DISCLAIMERS OF WARRANTY ARE “CONSPICUOUS” DISCLAIMERS FOR PURPOSES MERCHANTABILITY OF ANY APPLICABLE LAW, RULE OF THE MOVABLES OR ORDER. SELLER: G M Oil Properties, Inc. an Oklahoma corporation By: /s/ B▇▇▇ ▇▇▇▇ B▇▇▇ ▇▇▇▇, CEO RIO VISTA P▇▇▇▇, LLC By: /s/ I▇▇ ▇▇▇▇▇▇▇▇ I▇▇ ▇▇▇▇▇▇▇▇, Manager
1. All of Assignor’s right, title and interest in and to the oil and gas leases and overriding royalty interests specifically described in Exhibit A (collectively, the “Leases”), the royalties, overriding royalties, net profits interests, production payments and other interests, if any, owned by Assignor burdening the Leases, and any and all right, title and interest in and to the oil, gas and all other hydrocarbons in, on or under the lands covered by the Leases (the “Lands”) and other hydrocarbons and products, whether liquid or gaseous, produced in association therewith (“Hydrocarbons”) after the Effective Time and all other minerals of whatever nature in, on or under the Leases and Lands and lands pooled or unitized therewith;
2. The oil and gas w▇▇▇▇ located on the Leases and Lands, or lands pooled or unitized therewith, including without limitation, the oil and gas w▇▇▇▇ specifically described in Exhibit B, whether producing or non-producing and whether fully or properly described or not, (the “W▇▇▇▇”), all injection and disposal w▇▇▇▇ on the Leases or Lands, and all personal property and equipment associated with the W▇▇▇▇ as of the Effective Time;
3. The rights, to the extent transferable, in and to all existing and effective unitization, pooling and communitization agreements, declarations and orders, and the properties covered and the units created thereby to the extent that they relate to or affect any of Assignor’s properties and interests described in Paragraphs 1 and 2 or the production of Hydrocarbons, if any, attributable to said properties and interests after the Effective Time;
4. The rights, to the extent transferable, without material restriction under applicable law or third party agreements (without the payment of any funds or consideration) in and to existing and effective oil, gas, liquids, condensate, casinghead gas and natural gas sales, purchase, exchange, gathering, transportation and processing contracts, operating agreements, balancing agreements, joint venture agreements, partnership agreements, farmout agreements and other contracts, agreements and instruments insofar only as they relate to any of Assignor’s properties and interests described in Paragraphs 1, 2 and 3, excluding, however, any insurance contracts;
5. All of the personal property, fixtures, improvements, permits, licenses, approvals, servitudes, rights-of-way and easements, including, without limitation the rights of way and easements set forth on Exhibit A, surface leases and other surface rights (including, but not limited to, any w▇▇▇▇, tanks, boilers, buildings, injection facilities, saltwater disposal facilities, compression facilities, gathering systems, other appurtenances and facilities) located on or used in connection with or otherwise related to the exploration for or production, gathering, treatment, processing, storing, sale or disposal of Hydrocarbons or water produced from the properties and interests described in Paragraphs 1 through 4 to the extent that they are located on or used in the operation of the Assets as of the Effective Time, and all contract rights (including rights under leases to third parties) related thereto;
6. The files, records, data and information relating to the items described in Paragraphs 1 through 5, maintained by Assignor (the “Records”), but excluding the following: (i) all of Assignor’s internal appraisals and interpretive data related to the Leases, Lands and W▇▇▇▇, (ii) all information and data under contractual restrictions on assignment, ITS FITNESS FOR ANY PURPOSE; AND (iii) all information subject to a privilegeEXCEPT AS PROVIDED IN ARTICLE 8, (iv) Assignor’s corporateWITHOUT ANY OTHER EXPRESS, financialIMPLIED, employee and general tax records that do not relate to the AssetsSTATUTORY OR OTHER WARRANTY OR REPRESENTATION WHATSOEVER. PURCHASER SHALL HAVE INSPECTED OR WAIVED ITS RIGHT TO INSPECT THE INTERESTS FOR ALL PURPOSES AND SATISFIED ITSELF AS TO THEIR PHYSICAL AND ENVIRONMENTAL CONDITION. PURCHASER IS RELYING SOLELY UPON ITS OWN INSPECTION OF THE INTERESTS, and (v) all accounting files that do not relate exclusively to the Assets; and
7AND PURCHASER SHALL ACCEPT ALL OF THE SAME IN THEIR "AS IS, WHERE IS" CONDITION WITH ALL FAULTS IN ADDITION, SELLER 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 PURCHASER IN CONNECTION WITH THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, ANY DESCRIPTION OF THE INTERESTS, OR THE ABILITY OR POTENTIAL OF THE INTERESTS TO PRODUCE HYDROCARBONS, OR THE ENVIRONMENTAL CONDITION OF THE INTERESTS OR ANY OTHER MATTERS CONTAINED IN THE NONPROPRIETARY DATA OR ANY OTHER MATERIALS FURNISHED OR MADE AVAILABLE TO PURCHASER BY SELLER OR BY SELLER'S AGENTS OR REPRESENTATIVES. Assignor specifically excludes from the Assets and this Assignment all vehicles and other transportation equipmentANY AND ALL SUCH DATA, furnitureRECORDS, office supplies and equipmentREPORTS, telephones and radio or other telecommunication systemsPROJECTIONS, tools, store stock, spare parts, and equipment, and any other assets not specifically used in connection with the operation of the Leases (the “Excluded Property”)INFORMATION AND OTHER MATERIALS FURNISHED BY SELLER OR OTHERWISE MADE AVAILABLE TO PURCHASER ARE PROVIDED PURCHASER AS A CONVENIENCE AND SHALL NOT CREATE OR GIVE RISE TO ANY LIABILITY OF OR AGAINST SELLER. ANY RELIANCE ON OR USE OF THE SAME SHALL BE AT PURCHASER'S SOLE RISK TO HAVE AND TO HOLD the Assets unto Assignee and its successors and assigns forever. This Assignment is made and accepted expressly subject to the following terms and conditions:THE EXTENT PERMITTED BY LAW.
Appears in 1 contract
Disclaimer of Representations and Warranties. EXCEPT YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THIS SITE SHALL BE AT YOUR OWN RISK AND THAT THIS SITE ARE PROVIDED "AS EXPRESSLY SET FORTH IN THIS AGREEMENTIS", THE PARTIES HERETO EACH "AS AVAILABLE" AND "WITH ALL FAULTS". COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATIONWARRANTIES, WARRANTYSTATUTORY, STATEMENTS EXPRESS OR COMMUNICATIONS (ORALLY OR IN WRITING) TO THE OTHER PARTIES (IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY INFORMATION CONTAINED IN ANY OPINION, INFORMATION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY SUCH PARTY BY ANY PARTNER, OFFICER, STOCKHOLDER, DIRECTOR, EMPLOYEE, AGENT, CONSULTANT, REPRESENTATIVE OR CONTRACTOR OF SUCH DISCLAIMING PARTY OR ITS AFFILIATES OR ANY ENGINEER OR ENGINEERING FIRM, OR OTHER AGENT, CONSULTANT OR REPRESENTATIVE) WHEREVER AND HOWEVER MADE, INCLUDING, BUT NOT LIMITED TO, THOSE MADE IN ANY DATA AND ANY SUPPLEMENTS OR AMENDMENTS THERETO OR DURING ANY NEGOTIATIONS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER SELLER MAKES ANY REPRESENTATION OR WARRANTY AS TO (A) THE AMOUNT, VALUE, QUALITY OR DELIVERABILITY OF HYDROCARBONS OR RESERVES ATTRIBUTABLE TO THE ASSETS OR (B) ANY GEOLOGICAL, ENGINEERING OR OTHER INTERPRETATIONS OR ECONOMIC VALUATIONS. SUBJECT TO THE REPRESENTATIONS AND IMPLIED WARRANTIES OF SELLER IN ARTICLE 4TITLE, WHICH MAY ONLY BE ENFORCED PURSUANT TO ARTICLE 12MERCHANTABILITY, THE ASSETS ARE SOLD WITH SPECIAL WARRANTIES ONLYFITNESS FOR A PARTICULAR PURPOSE AND NON- INFRINGEMENT. ALL TANGIBLE PERSONAL PROPERTY INCLUDED IN THE ASSETS IS SOLD “AS ISCOMPANY, WHERE IS,” AND NEITHER SELLER MAKES ANYITS OFFICERS, DIRECTORS, EMPLOYEES, AND SELLER DISCLAIMS ANY, REPRESENTATION AGENTS MAKE NO REPRESENTATIONS OR WARRANTY, WHETHER EXPRESS OR IMPLIED, AND WHETHER BY COMMON LAW, STATUTE, OR OTHERWISE, AS TO WARRANTIES ABOUT (I) MERCHANTABILITYTHE ACCURACY, COMPLETENESS, OR CONTENT OF THIS SITE, (II) FITNESS FOR THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY PARTICULAR PURPOSESITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, AND/OR (III) CONFORMITY THE SERVICES FOUND AT THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO MODELS THIS SITE, AND COMPANY ASSUMES NO LIABILITY OR SAMPLES OF MATERIALS RESPONSIBILITY FOR THE SAME. IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, AND THIRD-PARTY SERVICE PROVIDERS WILL (I) CONSTITUTE LEGAL OR FINANCIAL ADVICE OR (IVII) CONDITIONCREATE A WARRANTY OF ANY KIND WITH RESPECT TO THIS SITE OR THE SERVICES FOUND AT THIS SITE, AND USERS SHOULD NOT RELY ON ANY SUCH INFORMATION OR ADVICE. THE PARTIES AGREE THAT FOREGOING DISCLAIMER OF REPRESENTATIONS AND WARRANTIES SHALL APPLY TO THE PRECEDING DISCLAIMERS OF WARRANTY ARE “CONSPICUOUS” DISCLAIMERS FOR PURPOSES OF ANY APPLICABLE FULLEST EXTENT PERMITTED BY LAW, RULE OR ORDER. SELLER: G M Oil Properties, Inc. an Oklahoma corporation By: /s/ B▇▇▇ ▇▇▇▇ B▇▇▇ ▇▇▇▇, CEO RIO VISTA P▇▇▇▇, LLC By: /s/ I▇▇ ▇▇▇▇▇▇▇▇ I▇▇ ▇▇▇▇▇▇▇▇, Manager
1. All and shall survive any termination or expiration of Assignor’s right, title and interest in and to the oil and gas leases and overriding royalty interests specifically described in Exhibit A (collectively, the “Leases”), the royalties, overriding royalties, net profits interests, production payments and other interests, if any, owned by Assignor burdening the Leases, and any and all right, title and interest in and to the oil, gas and all other hydrocarbons in, on this Agreement or under the lands covered by the Leases (the “Lands”) and other hydrocarbons and products, whether liquid or gaseous, produced in association therewith (“Hydrocarbons”) after the Effective Time and all other minerals your use of whatever nature in, on or under the Leases and Lands and lands pooled or unitized therewith;
2. The oil and gas w▇▇▇▇ located on the Leases and Lands, or lands pooled or unitized therewith, including without limitation, the oil and gas w▇▇▇▇ specifically described in Exhibit B, whether producing or non-producing and whether fully or properly described or not, (the “W▇▇▇▇”), all injection and disposal w▇▇▇▇ on the Leases or Lands, and all personal property and equipment associated with the W▇▇▇▇ as of the Effective Time;
3. The rights, to the extent transferable, in and to all existing and effective unitization, pooling and communitization agreements, declarations and orders, and the properties covered and the units created thereby to the extent that they relate to or affect any of Assignor’s properties and interests described in Paragraphs 1 and 2 this Site or the production of Hydrocarbons, if any, attributable to said properties and interests after the Effective Time;
4. The rights, to the extent transferable, without material restriction under applicable law or third party agreements (without the payment of any funds or consideration) in and to existing and effective oil, gas, liquids, condensate, casinghead gas and natural gas sales, purchase, exchange, gathering, transportation and processing contracts, operating agreements, balancing agreements, joint venture agreements, partnership agreements, farmout agreements and other contracts, agreements and instruments insofar only as they relate to any of Assignor’s properties and interests described in Paragraphs 1, 2 and 3, excluding, however, any insurance contracts;
5. All of the personal property, fixtures, improvements, permits, licenses, approvals, servitudes, rights-of-way and easements, including, without limitation the rights of way and easements set forth on Exhibit A, surface leases and other surface rights (including, but not limited to, any w▇▇▇▇, tanks, boilers, buildings, injection facilities, saltwater disposal facilities, compression facilities, gathering systems, other appurtenances and facilities) located on or used in connection with or otherwise related to the exploration for or production, gathering, treatment, processing, storing, sale or disposal of Hydrocarbons or water produced from the properties and interests described in Paragraphs 1 through 4 to the extent that they are located on or used in the operation of the Assets as of the Effective Time, and all contract rights (including rights under leases to third parties) related thereto;
6. The files, records, data and information relating to the items described in Paragraphs 1 through 5, maintained by Assignor (the “Records”), but excluding the following: (i) all of Assignor’s internal appraisals and interpretive data related to the Leases, Lands and W▇▇▇▇, (ii) all information and data under contractual restrictions on assignment, (iii) all information subject to a privilege, (iv) Assignor’s corporate, financial, employee and general tax records that do not relate to the Assets, and (v) all accounting files that do not relate exclusively to the Assets; and
7. Assignor specifically excludes from the Assets and Services found at this Assignment all vehicles and other transportation equipment, furniture, office supplies and equipment, telephones and radio or other telecommunication systems, tools, store stock, spare parts, and equipment, and any other assets not specifically used in connection with the operation of the Leases (the “Excluded Property”). TO HAVE AND TO HOLD the Assets unto Assignee and its successors and assigns forever. This Assignment is made and accepted expressly subject to the following terms and conditions:Site.
Appears in 1 contract
Sources: Terms of Service Agreement
Disclaimer of Representations and Warranties. EXCEPT AS EXPRESSLY SET FORTH IN SUBJECT TO THE EXPRESS TERMS AND CONDITIONS OF THIS AGREEMENT, THE PARTIES HERETO EACH DISCLAIM GROUND LEASE AND ANY OTHER DOCUMENTS OR INSTRUMENTS EXECUTED BY THE CITY IN CONNECTION WITH THE PROJECT, (I) UNIVERSITY AGREES THAT THE LEASE SITE, THE UTILITY INSTALLATION SITE AND THE ZSFG SITE ARE BEING DELIVERED BY CITY AND ACCEPTED BY UNIVERSITY IN THEIR “AS IS WITH ALL LIABILITY FAULTS” CONDITION AND RESPONSIBILITY FOR (II) UNIVERSITY SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NEITHER CITY, NOR ANY REPRESENTATION, WARRANTY, STATEMENTS OR COMMUNICATIONS (ORALLY OR IN WRITING) TO OF THE OTHER PARTIES (INCLUDINGCITY INDEMNIFIED PARTIES, BUT NOT LIMITED TO, NOR ANY INFORMATION CONTAINED IN ANY OPINION, INFORMATION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY SUCH PARTY BY ANY PARTNEREMPLOYEE, OFFICER, STOCKHOLDER, DIRECTOR, EMPLOYEE, AGENT, CONSULTANTCOMMISSIONER, REPRESENTATIVE OR CONTRACTOR OTHER AGENT OF SUCH DISCLAIMING PARTY OR ITS AFFILIATES OR ANY ENGINEER OR ENGINEERING FIRMOF THEM, OR OTHER AGENT, CONSULTANT OR REPRESENTATIVE) WHEREVER AND HOWEVER HAS MADE, INCLUDINGAND THERE IS HEREBY DISCLAIMED, BUT NOT LIMITED TO, THOSE MADE IN ANY DATA AND ANY SUPPLEMENTS OR AMENDMENTS THERETO OR DURING ANY NEGOTIATIONS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER SELLER MAKES ANY REPRESENTATION OR WARRANTY AS TO (A) THE AMOUNT, VALUE, QUALITY OR DELIVERABILITY OF HYDROCARBONS OR RESERVES ATTRIBUTABLE TO THE ASSETS OR (B) ANY GEOLOGICAL, ENGINEERING OR OTHER INTERPRETATIONS OR ECONOMIC VALUATIONS. SUBJECT TO THE REPRESENTATIONS AND WARRANTIES OF SELLER IN ARTICLE 4, WHICH MAY ONLY BE ENFORCED PURSUANT TO ARTICLE 12, THE ASSETS ARE SOLD WITH SPECIAL WARRANTIES ONLY. ALL TANGIBLE PERSONAL PROPERTY INCLUDED IN THE ASSETS IS SOLD “AS IS, WHERE IS,” AND NEITHER SELLER MAKES ANY, AND SELLER DISCLAIMS ANY, REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED, AND WHETHER BY COMMON LAWOF ANY KIND, STATUTEWITH RESPECT TO THE CONDITION OF THE LEASE SITE, THE UTILITY INSTALLATION SITE OR THE ZSFG SITE, THE SUITABILITY OR FITNESS OF THE LEASE SITE, THE UTILITY INSTALLATION SITE OR THE ZSFG SITE OR APPURTENANCES TO THE LEASE SITE, THE UTILITY INSTALLATION SITE OR THE ZSFG SITE FOR THE DEVELOPMENT, USE OR OPERATION OF THE PROJECT, ANY COMPLIANCE WITH LAWS OR APPLICABLE LAND USE OR ZONING REGULATIONS, ANY MATTER AFFECTING THE USE, VALUE, OCCUPANCY OR ENJOYMENT OF THE LEASE SITE, THE UTILITY INSTALLATION SITE OR THE ZSFG SITE, OR OTHERWISEANY OTHER MATTER WHATSOEVER PERTAINING TO THE LEASE SITE, AS TO (I) MERCHANTABILITY, (II) FITNESS FOR ANY PARTICULAR PURPOSE, (III) CONFORMITY TO MODELS THE UTILITY INSTALLATION SITE OR SAMPLES OF MATERIALS THE ZSFG SITE OR (IV) CONDITION. THE PARTIES AGREE THAT THE PRECEDING DISCLAIMERS OF WARRANTY ARE “CONSPICUOUS” DISCLAIMERS FOR PURPOSES OF ANY APPLICABLE LAW, RULE OR ORDER. SELLER: G M Oil Properties, Inc. an Oklahoma corporation By: /s/ B▇▇▇ ▇▇▇▇ B▇▇▇ ▇▇▇▇, CEO RIO VISTA P▇▇▇▇, LLC By: /s/ I▇▇ ▇▇▇▇▇▇▇▇ I▇▇ ▇▇▇▇▇▇▇▇, Manager
1. All of Assignor’s right, title and interest in and to the oil and gas leases and overriding royalty interests specifically described in Exhibit A (collectively, the “Leases”), the royalties, overriding royalties, net profits interests, production payments and other interests, if any, owned by Assignor burdening the Leases, and any and all right, title and interest in and to the oil, gas and all other hydrocarbons in, on or under the lands covered by the Leases (the “Lands”) and other hydrocarbons and products, whether liquid or gaseous, produced in association therewith (“Hydrocarbons”) after the Effective Time and all other minerals of whatever nature in, on or under the Leases and Lands and lands pooled or unitized therewith;
2. The oil and gas w▇▇▇▇ located on the Leases and Lands, or lands pooled or unitized therewith, including without limitation, the oil and gas w▇▇▇▇ specifically described in Exhibit B, whether producing or non-producing and whether fully or properly described or not, (the “W▇▇▇▇”), all injection and disposal w▇▇▇▇ on the Leases or Lands, and all personal property and equipment associated with the W▇▇▇▇ as of the Effective Time;
3. The rights, to the extent transferable, in and to all existing and effective unitization, pooling and communitization agreements, declarations and orders, and the properties covered and the units created thereby to the extent that they relate to or affect any of Assignor’s properties and interests described in Paragraphs 1 and 2 or the production of Hydrocarbons, if any, attributable to said properties and interests after the Effective Time;
4. The rights, to the extent transferable, without material restriction under applicable law or third party agreements (without the payment of any funds or consideration) in and to existing and effective oil, gas, liquids, condensate, casinghead gas and natural gas sales, purchase, exchange, gathering, transportation and processing contracts, operating agreements, balancing agreements, joint venture agreements, partnership agreements, farmout agreements and other contracts, agreements and instruments insofar only as they relate to any of Assignor’s properties and interests described in Paragraphs 1, 2 and 3, excluding, however, any insurance contracts;
5. All of the personal property, fixtures, improvements, permits, licenses, approvals, servitudes, rights-of-way and easements, including, without limitation the rights of way and easements set forth on Exhibit A, surface leases and other surface rights (including, but not limited to, any w▇▇▇▇, tanks, boilers, buildings, injection facilities, saltwater disposal facilities, compression facilities, gathering systems, other appurtenances and facilities) located on or used in connection with or otherwise related to the exploration for or production, gathering, treatment, processing, storing, sale or disposal of Hydrocarbons or water produced from the properties and interests described in Paragraphs 1 through 4 to the extent that they are located on or used in the operation of the Assets as of the Effective Time, and all contract rights (including rights under leases to third parties) related thereto;
6. The files, records, data and information relating to the items described in Paragraphs 1 through 5, maintained by Assignor (the “Records”), but excluding the following: (i) all of Assignor’s internal appraisals and interpretive data related to the Leases, Lands and W▇▇▇▇, (ii) all information and data under contractual restrictions on assignment, (iii) all information subject to a privilege, (iv) Assignor’s corporate, financial, employee and general tax records that do not relate to the Assets, and (v) all accounting files that do not relate exclusively to the Assets; and
7. Assignor specifically excludes from the Assets and this Assignment all vehicles and other transportation equipment, furniture, office supplies and equipment, telephones and radio or other telecommunication systems, tools, store stock, spare parts, and equipment, and any other assets not specifically used in connection with the operation of the Leases (the “Excluded Property”). TO HAVE AND TO HOLD the Assets unto Assignee and its successors and assigns forever. This Assignment is made and accepted expressly subject to the following terms and conditions:PROJECT.
Appears in 1 contract
Disclaimer of Representations and Warranties. EXCEPT AS EXPRESSLY SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE PARTIES HERETO EACH DISCLAIM ALL LIABILITY ASSIGNMENT AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENTS OR COMMUNICATIONS (ORALLY ▇▇▇▇ OF SALE OR IN WRITINGTHE DEED, (A) TO SOPUS IS CONTRIBUTING AND TRITON IS ACQUIRING THE OTHER PARTIES TERMINAL ASSETS ON AN “AS-IS” AND “WHERE-IS” BASIS, WITHOUT ANY REPRESENTATIONS OR WARRANTIES CONCERNING THE TERMINAL ASSETS (INCLUDINGEXPRESS, BUT IMPLIED OR STATUTORY), AND (B) NO PARTY HAS MADE AND IS NOT LIMITED TO, ANY INFORMATION CONTAINED IN ANY OPINION, INFORMATION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY SUCH PARTY BY ANY PARTNER, OFFICER, STOCKHOLDER, DIRECTOR, EMPLOYEE, AGENT, CONSULTANT, REPRESENTATIVE OR CONTRACTOR OF SUCH DISCLAIMING PARTY OR ITS AFFILIATES OR ANY ENGINEER OR ENGINEERING FIRM, OR OTHER AGENT, CONSULTANT OR REPRESENTATIVE) WHEREVER AND HOWEVER MADE, INCLUDING, BUT NOT LIMITED TO, THOSE MADE IN ANY DATA AND ANY SUPPLEMENTS OR AMENDMENTS THERETO OR DURING ANY NEGOTIATIONS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER SELLER MAKES MAKING ANY REPRESENTATION OR WARRANTY AS OF TITLE, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR OTHERWISE WITH REGARD TO THE TERMINAL ASSETS, AND EACH PARTY HAS EXPRESSLY DISCLAIMED ANY WARRANTIES (AEXPRESS, IMPLIED OR STATUTORY), (C) THE AMOUNTTRITON IS NOT RELYING ON (AND EXPRESSLY DISCLAIMS ANY RELIANCE ON) ANY STATEMENT, PROMISE OR EXTRA-CONTRACTUAL REPRESENTATION OF ANY OTHER PARTY OR ANY AGENT OR EMPLOYEE OF SUCH OTHER PARTY, AND (D) NO PARTY HAS NOR DOES SUCH PARTY WARRANTY DESCRIPTION (OTHER THAN WITH RESPECT TO REAL PROPERTY), VALUE, QUALITY OR DELIVERABILITY CONDITION OF HYDROCARBONS ANY OF THE TERMINAL ASSETS (INCLUDING STORAGE TANKS, PIPELINES, LOADING FACILITIES, APPURTENANT OR RESERVES ATTRIBUTABLE TO THE ASSETS OR (B) ANY GEOLOGICAL, ENGINEERING ASSOCIATED EQUIPMENT OR OTHER INTERPRETATIONS REAL OR ECONOMIC VALUATIONS. SUBJECT TO THE REPRESENTATIONS AND WARRANTIES OF SELLER IN ARTICLE 4, WHICH MAY ONLY BE ENFORCED PURSUANT TO ARTICLE 12, THE ASSETS ARE SOLD WITH SPECIAL WARRANTIES ONLY. ALL TANGIBLE PERSONAL PROPERTY LOCATED ON OR INCLUDED IN THE ASSETS IS SOLD “AS IS, WHERE IS,” AND NEITHER SELLER MAKES ANY, AND SELLER DISCLAIMS ANY, REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED, AND WHETHER BY COMMON LAW, STATUTE, OR OTHERWISE, AS TO (I) MERCHANTABILITY, (II) FITNESS FOR ANY PARTICULAR PURPOSE, (III) CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OR (IV) CONDITION. THE PARTIES AGREE THAT THE PRECEDING DISCLAIMERS OF WARRANTY ARE “CONSPICUOUS” DISCLAIMERS FOR PURPOSES OF ANY APPLICABLE LAW, RULE OR ORDER. SELLER: G M Oil Properties, Inc. an Oklahoma corporation By: /s/ B▇▇▇ ▇▇▇▇ B▇▇▇ ▇▇▇▇, CEO RIO VISTA P▇▇▇▇, LLC By: /s/ I▇▇ ▇▇▇▇▇▇▇▇ I▇▇ ▇▇▇▇▇▇▇▇, Manager
1. All of Assignor’s right, title and interest in and to the oil and gas leases and overriding royalty interests specifically described in Exhibit A (collectively, the “Leases”), the royalties, overriding royalties, net profits interests, production payments and other interests, if any, owned by Assignor burdening the Leases, and any and all right, title and interest in and to the oil, gas and all other hydrocarbons in, on or under the lands covered by the Leases (the “Lands”) and other hydrocarbons and products, whether liquid or gaseous, produced in association therewith (“Hydrocarbons”) after the Effective Time and all other minerals of whatever nature in, on or under the Leases and Lands and lands pooled or unitized therewith;
2. The oil and gas w▇▇▇▇ located on the Leases and Lands, or lands pooled or unitized therewith, including without limitation, the oil and gas w▇▇▇▇ specifically described in Exhibit B, whether producing or non-producing and whether fully or properly described or not, (the “W▇▇▇▇”), all injection and disposal w▇▇▇▇ on the Leases or Lands, and all personal property and equipment associated with the W▇▇▇▇ as of the Effective Time;
3. The rights, to the extent transferable, in and to all existing and effective unitization, pooling and communitization agreements, declarations and orders, and the properties covered and the units created thereby to the extent that they relate to or affect any of Assignor’s properties and interests described in Paragraphs 1 and 2 or the production of Hydrocarbons, if any, attributable to said properties and interests after the Effective Time;
4. The rights, to the extent transferable, without material restriction under applicable law or third party agreements (without the payment of any funds or consideration) in and to existing and effective oil, gas, liquids, condensate, casinghead gas and natural gas sales, purchase, exchange, gathering, transportation and processing contracts, operating agreements, balancing agreements, joint venture agreements, partnership agreements, farmout agreements and other contracts, agreements and instruments insofar only as they relate to any of Assignor’s properties and interests described in Paragraphs 1, 2 and 3, excluding, however, any insurance contracts;
5. All of the personal property, fixtures, improvements, permits, licenses, approvals, servitudes, rights-of-way and easements, including, without limitation the rights of way and easements set forth on Exhibit A, surface leases and other surface rights (including, but not limited to, any w▇▇▇▇, tanks, boilers, buildings, injection facilities, saltwater disposal facilities, compression facilities, gathering systems, other appurtenances and facilities) located on or used in connection with or otherwise related to the exploration for or production, gathering, treatment, processing, storing, sale or disposal of Hydrocarbons or water produced from the properties and interests described in Paragraphs 1 through 4 to the extent that they are located on or used in the operation of the Assets as of the Effective Time, and all contract rights (including rights under leases to third parties) related thereto;
6. The files, records, data and information relating to the items described in Paragraphs 1 through 5, maintained by Assignor (the “Records”), but excluding the following: (i) all of Assignor’s internal appraisals and interpretive data related to the Leases, Lands and W▇▇▇▇, (ii) all information and data under contractual restrictions on assignment, (iii) all information subject to a privilege, (iv) Assignor’s corporate, financial, employee and general tax records that do not relate to the Assets, and (v) all accounting files that do not relate exclusively to the Assets; and
7. Assignor specifically excludes from the Assets and this Assignment all vehicles and other transportation equipment, furniture, office supplies and equipment, telephones and radio or other telecommunication systems, tools, store stock, spare parts, and equipment, and any other assets not specifically used in connection with the operation of the Leases (the “Excluded Property”). TO HAVE AND TO HOLD the Assets unto Assignee and its successors and assigns forever. This Assignment is made and accepted expressly subject to the following terms and conditions:TERMINAL ASSETS.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Shell Midstream Partners, L.P.)
Disclaimer of Representations and Warranties. EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN, IN THIS ANY ANCILLARY AGREEMENT, IN THE PARTIES HERETO EACH DISCLAIM ALL LIABILITY RESTRUCTURING AGREEMENT, IN ANY TRANSACTION AGREEMENT (AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENTS OR COMMUNICATIONS (ORALLY OR IN WRITING) NOTWITHSTANDING ANYTHING TO THE OTHER PARTIES (INCLUDING, BUT NOT LIMITED TO, ANY INFORMATION CONTAINED CONTRARY IN ANY OPINIONREAL PROPERTY INSTRUMENT) (A) NONE OF TWE, INFORMATION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY SUCH PARTY BY ANY PARTNER, OFFICER, STOCKHOLDER, DIRECTOR, EMPLOYEE, AGENT, CONSULTANT, REPRESENTATIVE OR CONTRACTOR OF SUCH DISCLAIMING PARTY OR ITS AFFILIATES HOLDCO OR ANY ENGINEER OR ENGINEERING FIRM, OR OTHER AGENT, CONSULTANT OR REPRESENTATIVE) WHEREVER AND HOWEVER MADE, INCLUDING, BUT NOT LIMITED TO, THOSE MADE IN ANY DATA AND ANY SUPPLEMENTS OR AMENDMENTS THERETO OR DURING ANY NEGOTIATIONS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER SELLER PERSON MAKES ANY REPRESENTATION OR WARRANTY AS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY (AINCLUDING ANY CONSENTS OR APPROVALS REQUIRED IN CONNECTION THEREWITH) OR THE AMOUNTBUSINESS, VALUEASSETS, QUALITY CONDITION OR DELIVERABILITY PROSPECTS (FINANCIAL OR OTHERWISE) OF, OR ANY OTHER MATTER INVOLVING, THE ASSETS, BUSINESSES OR LIABILITIES OF HYDROCARBONS TWE, HOLDCO, THE TWE NON-BROADBAND GROUP OR RESERVES ATTRIBUTABLE TO THE ASSETS OR TWE BROADBAND GROUP; (B) ANY GEOLOGICAL, ENGINEERING OR OTHER INTERPRETATIONS OR ECONOMIC VALUATIONS. SUBJECT TO THE REPRESENTATIONS AND WARRANTIES ALL OF SELLER IN ARTICLE 4, WHICH MAY ONLY BE ENFORCED PURSUANT TO ARTICLE 12, THE ASSETS ARE SOLD TO BE RETAINED OR TRANSFERRED OR THE LIABILITIES TO BE RETAINED, ASSUMED OR TRANSFERRED IN ACCORDANCE WITH SPECIAL WARRANTIES ONLY. ALL TANGIBLE PERSONAL PROPERTY INCLUDED IN THE ASSETS IS SOLD “THIS AGREEMENT SHALL BE TRANSFERRED OR ASSUMED ON AN "AS IS, WHERE ISIS BASIS,” " AND NEITHER SELLER MAKES ANYALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A SPECIFIC PURPOSE OR OTHERWISE ARE HEREBY EXPRESSLY DISCLAIMED, AND SELLER DISCLAIMS ANY(C) NONE OF TWE, HOLDCO OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTYWARRANTY WITH RESPECT TO ANY INFORMATION, WHETHER EXPRESS DOCUMENTS OR IMPLIED, AND WHETHER BY COMMON LAW, STATUTE, MATERIAL MADE AVAILABLE IN CONNECTION WITH THE ENTERING INTO OF THIS AGREEMENT OR OTHERWISE, AS TO (I) MERCHANTABILITY, (II) FITNESS FOR ANY PARTICULAR PURPOSE, (III) CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OR (IV) CONDITION. THE PARTIES AGREE THAT THE PRECEDING DISCLAIMERS OF WARRANTY ARE “CONSPICUOUS” DISCLAIMERS FOR PURPOSES OF ANY APPLICABLE LAW, RULE OR ORDER. SELLER: G M Oil Properties, Inc. an Oklahoma corporation By: /s/ B▇▇▇ ▇▇▇▇ B▇▇▇ ▇▇▇▇, CEO RIO VISTA P▇▇▇▇, LLC By: /s/ I▇▇ ▇▇▇▇▇▇▇▇ I▇▇ ▇▇▇▇▇▇▇▇, Manager
1. All of Assignor’s right, title and interest in and to the oil and gas leases and overriding royalty interests specifically described in Exhibit A (collectively, the “Leases”), the royalties, overriding royalties, net profits interests, production payments and other interests, if any, owned by Assignor burdening the Leases, and any and all right, title and interest in and to the oil, gas and all other hydrocarbons in, on or under the lands covered by the Leases (the “Lands”) and other hydrocarbons and products, whether liquid or gaseous, produced in association therewith (“Hydrocarbons”) after the Effective Time and all other minerals of whatever nature in, on or under the Leases and Lands and lands pooled or unitized therewith;
2. The oil and gas w▇▇▇▇ located on the Leases and Lands, or lands pooled or unitized therewith, including without limitation, the oil and gas w▇▇▇▇ specifically described in Exhibit B, whether producing or non-producing and whether fully or properly described or not, (the “W▇▇▇▇”), all injection and disposal w▇▇▇▇ on the Leases or Lands, and all personal property and equipment associated with the W▇▇▇▇ as of the Effective Time;
3. The rights, to the extent transferable, in and to all existing and effective unitization, pooling and communitization agreements, declarations and orders, and the properties covered and the units created thereby to the extent that they relate to or affect any of Assignor’s properties and interests described in Paragraphs 1 and 2 or the production of Hydrocarbons, if any, attributable to said properties and interests after the Effective Time;
4. The rights, to the extent transferable, without material restriction under applicable law or third party agreements (without the payment of any funds or consideration) in and to existing and effective oil, gas, liquids, condensate, casinghead gas and natural gas sales, purchase, exchange, gathering, transportation and processing contracts, operating agreements, balancing agreements, joint venture agreements, partnership agreements, farmout agreements and other contracts, agreements and instruments insofar only as they relate to any of Assignor’s properties and interests described in Paragraphs 1, 2 and 3, excluding, however, any insurance contracts;
5. All of the personal property, fixtures, improvements, permits, licenses, approvals, servitudes, rights-of-way and easements, including, without limitation the rights of way and easements set forth on Exhibit A, surface leases and other surface rights (including, but not limited to, any w▇▇▇▇, tanks, boilers, buildings, injection facilities, saltwater disposal facilities, compression facilities, gathering systems, other appurtenances and facilities) located on or used in connection with or otherwise related to the exploration for or production, gathering, treatment, processing, storing, sale or disposal of Hydrocarbons or water produced from the properties and interests described in Paragraphs 1 through 4 to the extent that they are located on or used in the operation of the Assets as of the Effective Time, and all contract rights (including rights under leases to third parties) related thereto;
6. The files, records, data and information relating to the items described in Paragraphs 1 through 5, maintained by Assignor (the “Records”), but excluding the following: (i) all of Assignor’s internal appraisals and interpretive data related to the Leases, Lands and W▇▇▇▇, (ii) all information and data under contractual restrictions on assignment, (iii) all information subject to a privilege, (iv) Assignor’s corporate, financial, employee and general tax records that do not relate to the Assets, and (v) all accounting files that do not relate exclusively to the Assets; and
7. Assignor specifically excludes from the Assets and this Assignment all vehicles and other transportation equipment, furniture, office supplies and equipment, telephones and radio or other telecommunication systems, tools, store stock, spare parts, and equipment, and any other assets not specifically used in connection with the operation of the Leases (the “Excluded Property”). TO HAVE AND TO HOLD the Assets unto Assignee and its successors and assigns forever. This Assignment is made and accepted expressly subject to the following terms and conditions:TRANSACTIONS CONTEMPLATED HEREBY.
Appears in 1 contract
Disclaimer of Representations and Warranties. EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN, IN ANY ANCILLARY AGREEMENT, IN THE RESTRUCTURING AGREEMENT OR IN ANY OTHER TRANSACTION AGREEMENT (AND NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS AGREEMENTANY REAL PROPERTY INSTRUMENT), (A) NONE OF THE PARTIES HERETO EACH DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATIONCOMPANY, WARRANTY, STATEMENTS OR COMMUNICATIONS (ORALLY OR IN WRITING) TO THE OTHER PARTIES (INCLUDING, BUT NOT LIMITED TO, ANY INFORMATION CONTAINED IN ANY OPINION, INFORMATION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY SUCH PARTY BY ANY PARTNER, OFFICER, STOCKHOLDER, DIRECTOR, EMPLOYEE, AGENT, CONSULTANT, REPRESENTATIVE OR CONTRACTOR OF SUCH DISCLAIMING PARTY OR ITS AFFILIATES HOLDCO OR ANY ENGINEER OR ENGINEERING FIRM, OR OTHER AGENT, CONSULTANT OR REPRESENTATIVE) WHEREVER AND HOWEVER MADE, INCLUDING, BUT NOT LIMITED TO, THOSE MADE IN ANY DATA AND ANY SUPPLEMENTS OR AMENDMENTS THERETO OR DURING ANY NEGOTIATIONS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER SELLER PERSON MAKES ANY REPRESENTATION OR WARRANTY AS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY (AINCLUDING ANY CONSENTS OR APPROVALS REQUIRED IN CONNECTION THEREWITH) OR THE AMOUNTBUSINESS, VALUEASSETS, QUALITY CONDITION OR DELIVERABILITY PROSPECTS (FINANCIAL OR OTHERWISE) OF, OR ANY OTHER MATTER INVOLVING, THE ASSETS, BUSINESSES OR LIABILITIES OF HYDROCARBONS THE COMPANY, THE COMPANY GROUP, HOLDCO, TWE OR RESERVES ATTRIBUTABLE TO THE ASSETS OR TWIC BROADBAND GROUP; (B) ANY GEOLOGICAL, ENGINEERING OR OTHER INTERPRETATIONS OR ECONOMIC VALUATIONS. SUBJECT TO THE REPRESENTATIONS AND WARRANTIES ALL OF SELLER IN ARTICLE 4, WHICH MAY ONLY BE ENFORCED PURSUANT TO ARTICLE 12, THE ASSETS ARE SOLD TO BE RETAINED OR TRANSFERRED OR THE LIABILITIES TO BE RETAINED, ASSUMED OR TRANSFERRED IN ACCORDANCE WITH SPECIAL WARRANTIES ONLY. ALL TANGIBLE PERSONAL PROPERTY INCLUDED IN THE ASSETS IS SOLD “THIS AGREEMENT SHALL BE TRANSFERRED OR ASSUMED ON AN "AS IS, WHERE ISIS BASIS,” " AND NEITHER SELLER ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A SPECIFIC PURPOSE OR OTHERWISE ARE HEREBY EXPRESSLY DISCLAIMED AND (C) NONE OF THE COMPANY, HOLDCO OR ANY OTHER PERSON MAKES ANY, AND SELLER DISCLAIMS ANY, ANY REPRESENTATION OR WARRANTYWARRANTY WITH RESPECT TO ANY INFORMATION, WHETHER EXPRESS DOCUMENTS OR IMPLIED, AND WHETHER BY COMMON LAW, STATUTE, MATERIAL MADE AVAILABLE IN CONNECTION WITH THE ENTERING INTO OF THIS AGREEMENT OR OTHERWISE, AS TO (I) MERCHANTABILITY, (II) FITNESS FOR ANY PARTICULAR PURPOSE, (III) CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OR (IV) CONDITION. THE PARTIES AGREE THAT THE PRECEDING DISCLAIMERS OF WARRANTY ARE “CONSPICUOUS” DISCLAIMERS FOR PURPOSES OF ANY APPLICABLE LAW, RULE OR ORDER. SELLER: G M Oil Properties, Inc. an Oklahoma corporation By: /s/ B▇▇▇ ▇▇▇▇ B▇▇▇ ▇▇▇▇, CEO RIO VISTA P▇▇▇▇, LLC By: /s/ I▇▇ ▇▇▇▇▇▇▇▇ I▇▇ ▇▇▇▇▇▇▇▇, Manager
1. All of Assignor’s right, title and interest in and to the oil and gas leases and overriding royalty interests specifically described in Exhibit A (collectively, the “Leases”), the royalties, overriding royalties, net profits interests, production payments and other interests, if any, owned by Assignor burdening the Leases, and any and all right, title and interest in and to the oil, gas and all other hydrocarbons in, on or under the lands covered by the Leases (the “Lands”) and other hydrocarbons and products, whether liquid or gaseous, produced in association therewith (“Hydrocarbons”) after the Effective Time and all other minerals of whatever nature in, on or under the Leases and Lands and lands pooled or unitized therewith;
2. The oil and gas w▇▇▇▇ located on the Leases and Lands, or lands pooled or unitized therewith, including without limitation, the oil and gas w▇▇▇▇ specifically described in Exhibit B, whether producing or non-producing and whether fully or properly described or not, (the “W▇▇▇▇”), all injection and disposal w▇▇▇▇ on the Leases or Lands, and all personal property and equipment associated with the W▇▇▇▇ as of the Effective Time;
3. The rights, to the extent transferable, in and to all existing and effective unitization, pooling and communitization agreements, declarations and orders, and the properties covered and the units created thereby to the extent that they relate to or affect any of Assignor’s properties and interests described in Paragraphs 1 and 2 or the production of Hydrocarbons, if any, attributable to said properties and interests after the Effective Time;
4. The rights, to the extent transferable, without material restriction under applicable law or third party agreements (without the payment of any funds or consideration) in and to existing and effective oil, gas, liquids, condensate, casinghead gas and natural gas sales, purchase, exchange, gathering, transportation and processing contracts, operating agreements, balancing agreements, joint venture agreements, partnership agreements, farmout agreements and other contracts, agreements and instruments insofar only as they relate to any of Assignor’s properties and interests described in Paragraphs 1, 2 and 3, excluding, however, any insurance contracts;
5. All of the personal property, fixtures, improvements, permits, licenses, approvals, servitudes, rights-of-way and easements, including, without limitation the rights of way and easements set forth on Exhibit A, surface leases and other surface rights (including, but not limited to, any w▇▇▇▇, tanks, boilers, buildings, injection facilities, saltwater disposal facilities, compression facilities, gathering systems, other appurtenances and facilities) located on or used in connection with or otherwise related to the exploration for or production, gathering, treatment, processing, storing, sale or disposal of Hydrocarbons or water produced from the properties and interests described in Paragraphs 1 through 4 to the extent that they are located on or used in the operation of the Assets as of the Effective Time, and all contract rights (including rights under leases to third parties) related thereto;
6. The files, records, data and information relating to the items described in Paragraphs 1 through 5, maintained by Assignor (the “Records”), but excluding the following: (i) all of Assignor’s internal appraisals and interpretive data related to the Leases, Lands and W▇▇▇▇, (ii) all information and data under contractual restrictions on assignment, (iii) all information subject to a privilege, (iv) Assignor’s corporate, financial, employee and general tax records that do not relate to the Assets, and (v) all accounting files that do not relate exclusively to the Assets; and
7. Assignor specifically excludes from the Assets and this Assignment all vehicles and other transportation equipment, furniture, office supplies and equipment, telephones and radio or other telecommunication systems, tools, store stock, spare parts, and equipment, and any other assets not specifically used in connection with the operation of the Leases (the “Excluded Property”). TO HAVE AND TO HOLD the Assets unto Assignee and its successors and assigns forever. This Assignment is made and accepted expressly subject to the following terms and conditions:TRANSACTIONS CONTEMPLATED HEREBY.
Appears in 1 contract