Legal A&D Agreement

LEGAL A&D AGREEMENT

This Assignment and Development Agreement ("Agreement") is made and entered into as of , by and between Assignor: , with principal address , and Assignee: , with principal address .

RECITALS

WHEREAS, Assignor is the owner of and has the right to assign certain assets, leases, rights, titles and interests described herein (the "Assets"); and

WHEREAS, Assignee desires to acquire from Assignor, and Assignor desires to assign to Assignee, all of Assignor's right, title and interest in and to the Assets subject to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend for Assignee to undertake development, operation or disposition of the Assets following the Closing in accordance with the covenants and permits described in this Agreement.

NOW THEREFORE

In consideration of the mutual covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Assets" means the assets, leases, contracts, permits, rights and interests identified in the Asset Schedule delivered at or prior to Closing and described as:

1.2 "Closing" means the consummation of the transactions contemplated by this Agreement in accordance with Section 4.

2. ASSIGNMENT AND CONVEYANCE

2.1 Assignment. Subject to the terms and conditions of this Agreement, Assignor hereby assigns, transfers and conveys to Assignee all of Assignor's right, title and interest in and to the Assets, free and clear of all Liens except as expressly permitted by this Agreement.

2.2 Excluded Rights. The following rights and interests are expressly excluded from the assignment:

3. CONSIDERATION

3.1 Payment Mechanics. At Closing, Assignee shall pay the Purchase Price by wire transfer to the account specified by Assignor or as otherwise agreed in writing. Any adjustments for taxes, rents, royalties or other items shall be made in accordance with the Closing Statement.

4. CLOSING

4.1 Closing Date. The Closing shall occur on or before , (the "Closing Date"), or such other date as the parties may agree in writing.

4.2 Deliveries at Closing. At Closing, Assignor shall deliver executed instruments of assignment, releases (if applicable), and such other documents reasonably necessary to vest in Assignee the rights set forth herein. Assignee shall deliver the Purchase Price and any required assumption agreements.

5. REPRESENTATIONS AND WARRANTIES

5.1 Representations of Assignor. Assignor represents and warrants to Assignee that, as of the date hereof and as of Closing: (a) Assignor is the lawful owner of the Assets and has full power and authority to assign the same; (b) the Assets are not subject to any undisclosed Liens except as set forth in the Asset Schedule; (c) there is no pending litigation or governmental proceeding affecting the Assets that would materially impair Assignor's ability to perform under this Agreement; and (d) Assignor's execution and performance of this Agreement do not violate any material agreement, law or order to which Assignor is subject.

5.2 Representations of Assignee. Assignee represents and warrants to Assignor that: (a) it has full power and authority to enter into and perform this Agreement; (b) the execution, delivery and performance of this Agreement have been duly authorized by all requisite corporate or other action; and (c) Assignee has or will have the financial capacity to perform its obligations hereunder.

6. COVENANTS; DEVELOPMENT

6.1 Development Obligations. To the extent applicable to the Assets, Assignee covenants to pursue development, permitting and operation in a commercially reasonable manner consistent with applicable laws and industry standards. Assignee shall obtain and maintain all permits and approvals necessary for development and operation.

6.2 Cooperation. Each party shall cooperate with the other, at the requesting party's expense, in connection with applications, consents, approvals, consents and filings required to effect the transactions contemplated by this Agreement.

7. ENVIRONMENTAL MATTERS

7.1 Environmental Representations. Assignor represents that, to Assignor's actual knowledge, there are no undisclosed hazardous substances or environmental conditions on or affecting the Assets that would reasonably be expected to give rise to a material claim, except as expressly disclosed in the Environmental Schedule.

8. INDEMNIFICATION

8.1 Survival; Indemnity by Assignor. Assignor shall indemnify, defend and hold harmless Assignee from and against any and all losses, liabilities, claims, damages, costs and expenses (including reasonable attorneys' fees) arising out of (a) any breach of Assignor's representations or warranties, (b) any pre-Closing liabilities of Assignor related to the Assets, and (c) any environmental liability arising prior to Closing.

8.2 Indemnity by Assignee. Assignee shall indemnify, defend and hold harmless Assignor from and against any and all losses arising out of Assignee's post-Closing operations, Assignee's breach of this Agreement or Assignee's assumption of liabilities at Closing.

9. DEFAULT AND REMEDIES

9.1 Events of Default. A party shall be in default if it fails to perform any material obligation under this Agreement and such failure remains uncured for thirty (30) days after written notice, provided that if the default is not capable of cure within thirty (30) days and the defaulting party commences cure promptly and diligently, the cure period shall be extended for a reasonable time.

9.2 Remedies. Upon an Event of Default, the non-defaulting party may pursue any remedies available at law or in equity, including specific performance, damages, and termination of this Agreement to the extent permitted by law.

10. NOTICES

All notices and communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as a party may specify by written notice in accordance with this Section). Notices shall be deemed given when personally delivered, sent by nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid.

11. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument signed by both parties. No waiver of any provision shall be effective unless in writing and signed by the party granting the waiver. This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one and the same instrument.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to conflict of law principles.

12.2 Entire Agreement. This Agreement, including the Schedules and Exhibits referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior understandings and agreements, whether written or oral.

12.3 Severability. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith a valid substitute provision.

13. MISCELLANEOUS

13.1 Assignment. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Assignee may assign to an affiliate or in connection with a financing so long as Assignee remains primarily liable for its obligations hereunder.

13.2 Further Assurances. Each party shall execute and deliver such further documents and take such further actions as may be reasonably necessary to effectuate the transactions contemplated by this Agreement.

SCHEDULES AND EXHIBITS

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