Assets of Oil & Gas Exploration Business

Sale of assets of Adams Resources Exploration Corporation which includes:

1. liens (including, without limitation, mechanics', materialmens' and other consensual and non-consensual liens and statutory liens), mortgages, restrictions, hypothecations, charges, indentures, loan agreements, instruments, leases, licenses, options, deeds of trust, security interests, conditional sale or other title retention agreements, pledges, judgments, demands, encumbrances, easements, servitudes;
2. interests, obligations, liabilities, demands, guaranties, options, restrictions, contractual or other commitments;
3. rights, including, without limitation, rights of first refusal, rights of offset, contract rights, recoupment rights, and rights of recovery;
4. decrees of any court or foreign or domestic governmental entity (to the extent permitted by law);
5. charges or restrictions of any kind or nature, including, without limitation, any restriction on the use, transfer, receipt of income or other exercise of any attributes of ownership of the Acquired Assets, including, without limitation consent of any Person to assign or transfer any of the Acquired Assets;
6. debts arising in any way in connection with any agreements, acts or failures to act, of the Seller or any of the Seller's predecessors or affiliates;
7. claims (as that term is defined in the Bankruptcy Code), including claims for reimbursement, contribution claims, indemnity claims, exoneration claims, alterego claims, environmental claims (including claims that may be secured or entitled to priority under the Bankruptcy Code), tax claims, reclamation claims, and pending litigation claims;
8. matters of any kind and nature, in each instance for all of the foregoing, whether known or unknown, choate or inchoate, filed or unfiled, scheduled or unscheduled, noticed or unnoticed, recorded or unrecorded, perfected or unperfected, allowed or disallowed, contingent or noncontingent, liquidated or unliquidated, matured or unmatured, material or nonmaterial, disputed or undisputed, whether arising prior to or subsequent to the commencement of these bankruptcy cases, and whether imposed by agreement, understanding, law, equity or otherwise.