Assets of Texas Oil And Gas Field Services Company

Sale of Sligo south assets of Oil And Gas Field Services, includes:

1. all oil and gas leases and oil, gas and mineral leases, subleases and other leaseholds, royalties, overriding royalties, net profits interests, production payments, carried interests, options and other rights to Hydrocarbons in place, in each case, whether producing or non-producing, as more particularly described in Exhibit A-1 of the PSA (collectively, the “Leases”), together with (A) any and all other rights, titles and interests of Seller in and to the lands covered or burdened thereby, and (B) all other interests of Seller of any kind or character in and to the Leases;
2. all presently existing unitization, pooling and/or communitization agreements, orders, declarations or designations and statutorily, judicially or administratively created drilling, spacing and/or production units, whether recorded or unrecorded, insofar as the same are attributable or allocated to the Leases, and all of Seller’s interest in and to the properties covered or such units created thereby (collectively, the “Units”; and, together with the Leases, the “Oil and Gas Interests”);
3. all wells located upon the Leases or Units or otherwise used in connection with the ownership or operation of the Assets, whether plugged and abandoned, including the wells set forth in Exhibit A-2 of the PSA (the “Wells” and together with the Oil and Gas Interests, the “Properties”);
4. all easements, surface leases, permits, licenses, servitudes, rights of way, surface use agreements and all other rights and appurtenances located on or primarily used in connection with the Properties (the “Surface Rights”);
5. all tangible personal, movable and mixed property, equipment, machinery, fixtures and improvements, including all injection wells, salt water disposal facilities, well heads, well equipment, casing, manifolds, tubing, pumps, motors, gauges, valves, heaters, treaters, water lines, vessels, tanks, boilers, separators, treating equipment, compressors, pipelines, flow lines, gathering systems, processing and separation facilities, pads, structures, other equipment, automation systems including meters and related telemetry on wells, power lines, telephone and communication lines and other appurtenances, network equipment and associated peripherals, radio and telephone equipment (including cellular telephones), SCADA, telemetry and other measurement technology, and well communication devices, in each case, to the extent located on or primarily used in connection with the ownership or operation of the other Assets;
6. all contracts and agreements to the extent which all or any portion of the Properties or Surface Rights is subject, including the contracts and agreements set forth in Exhibit A-3 of the PSA (the “Contracts”);
7. all Hydrocarbons in, on, under or produced from or allocated to any of the Properties from and after the Effective Time, and all Hydrocarbons for which Seller receives an adjustment to the Purchase Price, and in each case, the proceeds thereof;
8. all rights, benefits and obligations arising from or in connection with any Imbalances attributable to of the Properties, existing as of or arising after the Effective Time;
9. the Records; and
10. except to the extent related to the Excluded Assets or Specified Obligations, any rights, claims, causes, causes of action, claims for relief, choses in action, rights of recovery, rights of set-off, rights of indemnity, contribution or recoupment, counter-claims, cross-claims and defenses of Seller relating to the Assets described in items (a)-(i) above.