ASSET SALE AGREEMENT

Exhibit 2.2

ASSET SALE AGREEMENT

ANETH UNIT, RATHERFORD UNIT AND MCELMO CREEK UNIT

between

CHEVRON U.S.A. INC.

And

RESOLUTE NATURAL RESOURCES COMPANY

and

NAVAJO NATION OIL AND GAS COMPANY, INC.

Dated October 22, 2004

Table of Contents

1.		SALE AND PURCHASE OF ASSETS			1
1.1		Assets to be Sold			1
1.2		Transfer of Assets			3
1.3		Exclusions and Reservations			3
1.4		Conveyancing Instruments			5
1.5		Cooperation to Effect IRC §1031 Exchange			5
1.6		Suspended Proceeds			5
2.		PURCHASE PRICE AND EFFECTIVE DATE			6
2.1		Purchase Price			6
2.1.1       Performance Deposit					6
2.1.2       Payment of Adjusted Purchase Price					6
2.2		Transfer of Deposit and Purchase Price			6
2.3		Allocation of Purchase Price			6
2.4		Adjustments to Purchase Price			6
2.4.1       Increases to Purchase Price					7
2.4.2       Decreases to Purchase Price					7
2.5		Closing Statement			8
2.6		Effective Date of Sale			8
3.		ALLOCATION OF REVENUES, ASSUMPTION OF LIABILITIES AND INDEMNIFICATION			8
3.1		Allocation of Revenues			8
3.2		Payment of Invoices			9
3.3		Liabilities After Closing and Indemnities			9
3.3.1       Definition of “Claims”					9
3.3.2       Buyer’s Assumption of Abandonment Obligations					9
3.3.3       Buyer’s Assumption of Contract Obligations					10
3.3.4       Seller’s Indemnity with respect to Certain Items					10
3.3.5       Seller’s Indemnity with respect to Retained Litigation					10
3.3.6       Buyer’s General Indemnification					12
4.		GUARANTY			12

5.		TAXES AND PAYABLES			12
5.1		Payment of Taxes			12
6.		REPRESENTATIONS, WARRANTIES, ACKNOWLEDGMENTS, DISCLAIMERS AND WAIVERS			13
6.1		Seller’s Representations and Warranties			13
6.1.1       Formation					13
6.1.2       Authorization					13
6.1.3       No Brokers					13
6.1.4       Compliance with Laws					13
6.1.5       Litigation					13
6.1.6       Leases in Good Standing					13
6.1.7       Environmental Matters					13
6.1.8       Assets Not Subject to Payout					14
6.1.9       Preferential Rights					14
6.1.10     No Imbalances					14
6.1.11     Special Warranty of Title					14
6.1.12     Seller’s Knowledge					14
6.1.13     Material Adverse Effect					14
6.2		Buyer’s Representations and Warranties			14
6.2.1       Formation					14
6.2.2       Qualification					15
6.2.3       Authorization					15
6.2.4       No Brokers					15
6.2.5       Compliance					15
6.2.6       Financing					15
6.3		Disclaimers, Waivers & Acknowledgments			15
6.3.1       Disclaimer					15
6.3.2       Acceptance of Assets “as is, where is”					15
6.3.3       Acknowledgment					16
6.3.4       WAIVER OF CONSUMER RIGHTS					16
6.3.5       NO REPRESENTATIONS OR WARRANTIES					16
7.		TITLE MATTERS			18
7.1		Asset Title Review			18
7.2		Notice of Alleged Title Defects			18
7.3		Alleged Title Defect			18
7.4		Permitted Encumbrances			19
7.5		Remedies for Title Failures			20
7.6		Waiver			21
8.		ENVIRONMENTAL MATTERS			21

8.1		Environmental Review			21
8.2		Alleged Environmental Defects			21
8.3		Remedies for Alleged Environmental Defect			22
8.4		Indemnity Provisions			23
8.5		Post-Closing Environmental Indemnification by Buyer			23
8.6		Exclusion from Buyer’s Indemnification			24
8.7		CONDITION OF THE ASSETS AND SPECIFIC BUYER WITH RESPECT TO NORM AND OTHER HAZARDOUS SUBSTANCES			24
8.8		Waiver			25
9.		AGGREGATE ALLEGED DEFECTS AND ASSOCIATED TERMINATION RIGHTS			25
9.1		Termination Amount			25
10.		ADDITIONAL COVENANTS			25
10.1		Operations Prior to Closing			25
10.2		Preferential Rights to Purchase			26
10.2.1      Issuance of Notices					26
10.2.2      Third Party Exercise					26
10.2.3      Third Party Failure to Purchase					26
10.3		Successor Operator			26
10.4		Transition			26
10.4.1      Field Operations					26
10.4.2      Production Accounting					27
10.4.3      Data Transfer					27
10.4.4      IT and Systems					27
10.4.5      Marketing and Nominations					27
10.5		Employee and Employee Benefits			27
10.5.1      Offers of Employment					27
10.5.2      Defined Benefit Pension Plans					28
10.5.3      Qualified Defined Contribution Plans					29
10.5.4      Severance Plans					29
10.5.5      Vacation Pay					30
10.5.6      Health Care Plans					30
10.5.7      Post-Retirement Welfare Benefits					31
10.5.8      WARN Act Compliance					31
10.5.9      Buyer’s Other Employee Benefits					31
10.5.10      General Employee Provisions					32
10.5.11      Definition Controlled Groups					32

11.		COVENANTS, ASSIGNMENTS AND CONTINUING OBLIGATIONS			32
11.1		Covenants, Assignments and Continuing Obligations			32
12.		CLOSING, TERMINATION AND FINAL ADJUSTMENTS			33
12.1		Conditions Precedent to Seller’s Obligation to Close			33
12.2		Conditions Precedent to Buyer’s Obligation to Close			33
12.3		Closing			34
12.4		Termination			35
12.5		Upon Termination			35
12.6		Final Adjustments			35
13.		DISPUTE RESOLUTION AND BINDING ARBITRATION			36
13.1		Sole and Exclusive Method for Resolution of Disputes			36
13.2		Negotiation Between Executives			36
13.3		Mediation			37
13.4		Arbitration			37
13.5		Jurisdiction			37
13.6		Sovereign Immunity			37
14.		MISCELLANEOUS			38
14.1		Call on Production			38
14.2		Oil and Gas Imbalances			38
14.3		Insurance. With regard to any Seller-operated properties:			38
14.4		Casualty Loss of Assets			38
14.4.1      Definition					38
14.4.2      Notice of Loss					38
14.4.3      Handling of Casualty Loss					38
14.5		Transfer of Records			39
14.6		Publicity			39
14.7		Assignment			39
14.8		Entire Agreement			40

14.9		Notices			40
14.10		Governing Law			41
14.11		Confidentiality			41
14.12		Default			41
14.12.1    Failure to Respond					41
14.12.2    Seller Not Obligated to Remedy Buyer’s Defaults					42
14.12.3    Invoicing and Recoupment by Seller					42
14.12.4    Other Remedies Reserved					42
14.12.5    No Waiver					42
14.13		Survival of Certain Obligations			42
14.14		Conflict of Interest			42
14.15		Further Cooperation			43
14.16		Counterparts			43
14.17		Exhibits and Schedules			43
14.18		Severability			43
14.19		Expenses, Post-Closing Consents and Recording			43
14.20		Removal of Signs and Markers			43
14.21		Intentionally omitted			44
14.22		CONSPICUOUSNESS / EXPRESS NEGLIGENCE			44
14.23		Waiver of Certain Damages			44
14.24		Prior Contract(s) Affecting Production			44

ASSET SALE AGREEMENT
ANETH UNIT, RATHERFORD UNIT AND MCELMO CREEK UNIT

          THIS ASSET SALE AGREEMENT (this “Agreement”), dated October 22, 2004, is between CHEVRON U.S.A. INC., a Pennsylvania corporation with a mailing address of 1111 Bagby, Houston, Texas 77002 (“Seller”) and RESOLUTE NATURAL RESOURCES COMPANY (“RNRC”) , a Delaware corporation with a mailing address of 1675 Broadway, Suite 1950, Denver, Colorado 80202 and NAVAJO NATION OIL AND GAS COMPANY, INC., (“NNOG”) a corporation organized under the Section 17 of the Indian Reorganization Act, as amended, 25 U.S.C. § 477 with a mailing address of P.O. Box 4439, Window Rock, Arizona 86515 (RNRC and NNOG together, “Buyer”).

WITNESSETH:

          That Seller desires to sell to Buyer and Buyer desires to purchase from Seller on the terms set forth in this Agreement those certain oil and gas interests and associated assets described herein. Accordingly, in consideration of the mutual promises contained herein, the mutual benefits to be derived by each party hereunder and other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, Buyer and Seller agree as follows:

     1.1 Assets to be Sold . Seller shall sell, transfer, grant, and assign, or cause others to sell, transfer, grant and assign and deliver to Buyer, and Buyer shall purchase and receive all of Seller’s rights, title, and interests (but exclusive of the equipment, machinery, and other real, personal, movable, immovable and mixed property expressly reserved by Seller pursuant to Section 1.3 hereof) in and to the following:

	(a)		The oil, gas and mineral leases and/or deeds, operating rights, working interests, net revenue interests and mineral interests described in Exhibit “A,” and further including any renewals, extensions, ratifications and amendments to such leases and/or deeds or interests, or portions of same (collectively, the “Leases”), together with all oil and gas unitization, pooling and/or communitization agreements, declarations, designations and/or orders relating to the Leases and statutorily, judicially or administratively created drilling, spacing and/or production units, whether recorded or unrecorded, insofar as they relate to the Leases, and all of Seller’s interest in and to the properties covered or units created thereby to the extent attributable to the Leases (collectively, the “Units”).
	(b)		Any and all oil and gas wells, salt water disposal wells, injection wells and other wells and wellbores, whether abandoned, not abandoned, plugged or unplugged, located on the Leases or within the Units or used in connection with the Leases or Units (collectively, the “Wells”).

	(c)		All buildings, structures, facilities, foundations, wellheads, tanks, pumps, compressors, separators, casing, tubing, pumps, motors, gauges, valves, heaters, treaters, gathering lines, gas lines, water lines, vessels, boilers, equipment, machinery, fixtures, flowlines, materials, improvements, and any other real, personal, immovable and mixed property located on or near the Leases or Units and currently or formerly used in the operation of, or relating to the in-field production, treatment, sale, or disposal of Hydrocarbons (as hereinafter defined), water, and associated substances produced from, the Leases, or the Units (collectively, the “Personal Property”).
	(d)		All natural gas, casinghead gas, drip gasoline, natural gasoline, natural gas liquids, condensate, products, crude oil and other hydrocarbons, whether gaseous or liquid (“Hydrocarbons”), produced and severed from, or allocable, after severance, to the Leases, the Units, the Wells or the Contracts (as hereinafter defined) on and after the Effective Date (as defined in Section 2.6) (collectively, the “Sale Hydrocarbons”).
	(e)		To the extent transferable, all contracts, permits, rights-of-way, easements, servitudes, surface leases, subsurface use agreements, licenses, pooling agreements, operating agreements, processing agreements, division orders, farm-in and farm-out agreements, and other agreements of any kind or nature, whether recorded or not (including but not limited to those described on Exhibit “A”) INSOFAR ONLY as they directly relate and are attributable to the Leases, Units, the production from either or both, Wells or Personal Property or the ownership or operation thereof, or the production, treatment, sale, transportation, gathering, storage or disposal of Sale Hydrocarbons, water, or substances associated therewith (the “Contracts”). The Contracts shall include, but not be limited to the Aneth Gas Plant Joint Operating Agreement dated December 31, 1986, as further described in Exhibit “A”.
	(f)		All rights and obligations attributable to Production Imbalances and Assigned Pipeline Imbalances , if any (the “Assigned Imbalances”).
	(g)		Records or copies thereof, relating to the Leases, Units, Wells, Sale Hydrocarbons, Contracts and Personal Property, in the possession of Seller (the “Records”), but excluding any records which (i) Seller is prohibited from transferring to Buyer by law or existing contractual relationship, or (ii) which constitute Excluded Assets (as defined in Section 1.3).
	(h)		All surface use rights in and to that certain 24.26 acre parcel of land (the “Aneth Compressor and Gathering Site”) described more particularly by metes and bounds in the attached Schedule 1.1(h), including ingress and egress rights to said parcel over, across and through the Aneth Plant Site that is excluded from the Assets, and including personal property and associated contractual rights and obligations, all pipelines, gathering lines, compressors and associated equipment and facilities located on said 24.26 acre parcel and described on Schedule 1.1(h) to be used in connection with the operation of what remains of the Aneth Plant and gathering system.

All such Leases, Units, Wells, Personal Property, Sale Hydrocarbons, Contracts, Assigned Imbalances, Records and other facilities are hereinafter individually referred to as an “Asset” or collectively referred to as the “Assets.”

     1.2 Transfer of Assets . The risk of loss and transfer of possession and control of the Assets shall occur and be made at Closing (as defined in Section 12.3) and occur wholly within the State of Texas, but transfer of title to the Assets shall be made effective as of the Effective Date (as defined in Section 2.6). Seller and Buyer shall promptly execute such additional documents as may be necessary to transfer the rights, titles or interests herein sold and purchased on the records of any purchaser of Sale Hydrocarbons.

     1.3 Exclusions and Reservations . Specifically excepted and reserved from the transactions are the following, hereinafter referred to as the “Excluded Assets”:

	(a)		Seller’s proprietary data, reserve estimates and reports, economic analyses, computer programs and applications, pricing forecasts, legal files and legal opinions (except abstracts of title, title opinions, certificates of title, or title curative documents), attorney-client communications, attorney work product, and records and documents subject to confidentiality provisions, claims of privilege or other restrictions on access.
	(b)		All of Seller’s separate proprietary software and derivatives therefrom, data licensing agreements and seismic licenses between Seller and third parties, if any, and any and all geologic/geophysical interpretations and proprietary or licensed raw or processed geophysical data (including magnetic tapes, field notes, seismic lines, analyses and similar data or information).
	(c)		Except as may be expressly provided otherwise in this Agreement, all rights and claims arising, occurring, or existing in favor of Seller prior to the Effective Date including, but not limited to, any and all contract rights, claims, penalties, receivables, revenues, recoupment rights, recovery rights, accounting adjustments, mispayments, erroneous payments, personal injury, property damage, royalty and other rights and claims of any nature in favor of Seller relating to any time period prior to the Effective Date, to the extent, and only to the extent, that such claims, rights and other matters do not cause an impairment in the value of the Assets to occur after the Effective Date.
	(d)		All corporate, financial, and tax records of Seller; however, upon receipt by Seller of a written request from Buyer indicating its desire to obtain copies, and the purpose for same, Seller shall provide Buyer, at Buyer’s sole cost and expense, copies of any financial and tax records, other than income tax records, which directly relate, in the opinion of Seller, to the Assets, or which are necessary for Buyer’s ownership, administration, or operation of the Assets.
	(e)		To the extent, and only to the extent, that such claims, rights and other matters do not cause an impairment in the value of the Assets to occur after the Effective Date, all rights, titles, claims and interests of Seller related to the Assets for all periods prior to

			the Effective Date (i) under any policy or agreement of insurance or indemnity, (ii) under any bond, or (iii) to any insurance or condemnation proceeds or awards.
	(f)		All Hydrocarbons produced from or attributable to Seller’s interest in the Assets with respect to all periods prior to the Effective Date, together with all proceeds from and rights relating to the sale of such Hydrocarbons.
	(g)		Claims of Seller for any refund of or loss carry forwards with respect to (i) production, windfall profit, severance, ad valorem or any other taxes attributable to the Assets, and (ii) income, occupational or franchise taxes, for any period prior to the Effective Date.
	(h)		Subject to the terms hereof, all monies, proceeds, benefits, receipts, credits, income or revenues (and any security or other deposits made) attributable to the Assets or the operation thereof prior to the Effective Date, specifically including, without limitation, amounts recoverable from audits under operating agreements and any overpayments of royalties.
	(i)		All amounts due or payable to Seller as adjustments to insurance premiums related to the Assets for all periods prior to the Effective Date.
	(j)		All of Seller’s intellectual property rights, patents, trade secrets, copyrights, names, marks and logos.
	(k)		All rights, obligations, benefits, awards, judgments, settlements, if any, applicable to any litigation pending in which Seller is a named claimant or plaintiff or holds beneficial rights or interests, to the extent related to periods prior to the Effective Date, to the extent, and only to the extent, that such claims, rights and other matters do not cause an impairment in the value of the Assets to occur after the Effective Date.
	(1)		Seller’s master service agreements and charter party agreements, storage or warehouse agreements, supplier contracts, service contracts, insurance contracts, and construction agreements.
	(m)		All telecommunication and communications equipment and services, Wide Area Radio System (“WARS”) control stations, remote terminal units, SCADA software, and proprietary software, unless otherwise specifically identified as being included on the attached Schedule 1.3.
	(n)		All fixtures, facilities, pipe lines or gathering lines owned by Chevron Pipe Line Company or any other division of Seller or subsidiary of ChevronTexaco Corporation.
	(o)		The vehicles, boats, tools, emergency medical response supplies (including but not limited to automated external defibulators, oxygen and combi tubes), identified surplus equipment and any other assets specifically identified as excluded or retained on any of the Exhibits attached to this Agreement, including those described on Schedule 1.3.

	(p)		All third party owned equipment and property located on or used in connection with the Assets, including, without limitation, contractor equipment and leased equipment.
	(q)		All real and personal property located on or previously located on the site of the Aneth Plant as described in Schedule 1.3(q) (“Aneth Plant Site”), but expressly excluding from the Aneth Plant Site the Aneth Compressor and Gathering Site described in Schedule 1.1(h) which 24.26 acre parcel Buyer will acquire as provided in Section 1.1(h) above.

     1.4 Conveyancing Instruments . The Assets to be conveyed by Seller to Buyer pursuant to this Section 1 shall be conveyed “AS IS, WHERE IS”, without warranty of title, except that Seller shall give a special warranty of title against claims arising by, through, or under Seller, its affiliates and predecessors by merger, but not otherwise, and subject to the express conditions and limitations contained in this Agreement. The Assets to be transferred to Buyer pursuant to this Section 1 shall be transferred pursuant to an Assignment and Bill of Sale in substantially the form of Exhibit “B” (the “Assignment”).

     1.5 Cooperation to Effect IRC §1031 Exchange . If either party so elects, the parties shall cooperate to effect a tax-deferred exchange under Internal Revenue Code §1031, as amended. Either party shall have the right to elect this tax-deferred exchange at any time prior to the date of Closing. If either party elects to effect a tax deferred exchange, the other party shall execute additional escrow instructions, documents, agreements, or instruments necessary to effect the exchange, provided that the party asked to so cooperate shall incur no additional costs, expenses, fees or liabilities as a result of or connected with the exchange requested by the other party.

     1.6 Suspended Proceeds . In the event the Assets include funds being held by Seller in suspense for the benefit of a third party or parties, Seller shall transfer and pay to Buyer, and Buyer agrees to accept from Seller for the benefit of Seller and the party or parties entitled to receive payment thereof, all monies representing the value or proceeds of production removed or sold from the Assets and then held by Seller for accounts from which payment has been suspended, such monies being hereinafter called “Suspended Proceeds.” At the same time, Seller shall deliver to Buyer appropriate supporting detail pertaining to the Suspended Proceeds in a mutually agreeable digital format, including (to the extent Seller has such information) the owner name, owner number, social security or federal ID number, reason for suspense, and the amount of suspense funds payable for each entry, together with monthly line item production detail including gross and net volumes and deductions for all suspense entries. Except as specifically set forth in the remainder of this Section 1.6, Buyer shall be solely responsible for the proper distribution of such Suspended Proceeds to the party or parties which or who are entitled to receive payment of the same, and hereby agrees to indemnify, defend and hold Seller harmless from any Claims (as defined in Section 3.3.1) therefor. Upon properly documented invoice delivered to Seller no later than two years from the Closing date, Seller will reimburse Buyer for (a) any Claims, judgments, awards, statutory penalties and interest, if any, owing to any interest owner attributable to the Suspended Proceeds accruing prior to the Effective Date, and (b) Claims, judgments, awards, penalties and interest, if any, attributable to the Suspended Proceeds accruing prior to the Effective Date, payable to any state under existing escheat or unclaimed property law, but only if the aggregate of such Claims, awards, penalties and/or interest shall

exceed a threshold amount of $25,000, after which Seller shall reimburse Buyer on a dollar for dollar basis (including the threshold amount). Any invoice for reimbursement under the foregoing sentence shall include supporting documentation showing the owner name or ownership interests to which the Claim pertains, the amount and calculation of the award, interest or penalties for which Buyer seeks reimbursement, and any other documentation reasonably requested by Seller to verify the validity and accuracy of the Claim.

2. Purchase Price and Effective Date

     2.1 Purchase Price . As consideration for the sale of the Assets, Buyer shall pay to Seller or its respective designee, One Hundred Twelve Million Five Hundred Thousand United States dollars ($112,500,000.00) (the “Purchase Price”), adjusted as set forth in Section 2.4. The Purchase Price as adjusted in accordance with Section 2.4 shall be referred to as the “Adjusted Purchase Price.”

          2.1.1 Performance Deposit . A performance deposit in the amount of Eleven Million Two Hundred Fifty Thousand Dollars ($11,250,000.00) (the “Deposit”) shall be paid upon execution of this Agreement by Buyer and may be commingled with other Seller funds. The Deposit will be credited to the Purchase Price at Closing, will not bear interest, and is not refundable except as provided in this Agreement.

          2.1.2 Payment of Adjusted Purchase Price. The Adjusted Purchase Price shall be paid at Closing.

     2.2 Transfer of Deposit and Purchase Price . The Deposit and the Adjusted Purchase Price shall be paid by Buyer on the dates provided in Sections 2.1.1 and 2.1.2 above by completed wire transfer, in immediately available funds, to the account below or as directed in writing by Seller in the Closing Statement (as defined in Section 2.5):

     2.3 Allocation of Purchase Price . Buyer has submitted to Seller an allocation of the Purchase Price to individual parts of the Assets as set forth in Schedule 2.3. Buyer represents it has made reasonable allocations, in good faith, and Seller may rely on the allocations for all purposes hereunder, including: (a) to notify holders of preferential rights of Buyer’s offer; (b) as a basis for adjustments to the Purchase Price for Alleged Title Defects, Alleged Environmental Defects and Casualty Losses (as such terms are defined in Sections 7.3, 8.2, and 14.4.1, respectively); or (c) as otherwise provided in this Agreement.

     2.4 Adjustments to Purchase Price . The Purchase Price shall be adjusted in accordance with this Section 2.4, but, notwithstanding any other provision of this Agreement, shall not be

adjusted for (i) actual or projected changes in production rates, (ii) alternate interpretations of reserves and (iii) normal wear and tear on facilities or equipment.

          2.4.1 Increases to Purchase Price . The Purchase Price shall be increased by the following amounts (without duplication):

	(a)		The amount of all expenses and charges relating to the Assets or the operation of the Assets which are paid by or on behalf of Seller and are attributable to the period of time from and after the Effective Date, including (i) all operating and capital expenditures and prepaid expenses attributable to the Assets including, without limitation, royalty disbursements, rentals and other similar charges, excise, severance and production tax payments and any other tax payments based upon or measured by the production of Sale Hydrocarbons or the receipt of proceeds therefrom, and (ii) expenses paid by Seller to any third party under applicable joint operating agreements or other contracts or agreements included in or bearing upon the Assets, or in the absence of any joint operating agreement, those customarily billed under any such agreement, including without limitation, drilling, completion, reworking, deepening, side-tracking, plugging and abandoning, geological and geophysical and land costs.
	(b)		An amount equal to the market value of all Hydrocarbons in storage above the pipeline connection on the Effective Date (less a reasonable estimate for basic sediment and water) that are produced from, attributable to, or otherwise credited to the Assets (it being understood that such value shall be based on the price at which such Hydrocarbons were sold after the Effective Date (on a first-in, first-out basis), less transportation, processing, quality adjustments, if any, applicable taxes and royalty payments).
	(c)		The amount of any property or ad valorem taxes paid by Seller, prorated in accordance with Section 5.
	(d)		An amount equal to any unpaid joint interest billings of Buyer relating to the Assets and attributable to the period of time prior to the Effective Date.
	(e)		The sum of $15,000 per month for each month or portion thereof from the Effective Date to the Closing Date as compensation to Seller for issuing royalty and rental checks and continuing to perform accounting obligations for the Assets through the production month of January 2005.
	(f)		Interest, at the rate of 4% per annum, on the Adjusted Purchase Price less the Deposit, and less the production revenue attributable to the Assets for the period of time from the Effective Date to the Closing Date.
	(g)		Any other amount agreed upon by Seller and Buyer.

          2.4.2 Decreases to Purchase Price . The Purchase Price shall be decreased by the following amounts:

	(a)		An amount equal to the net proceeds (the price at which the Sale Hydrocarbons were sold after the Effective Date (on a first-in, first-out basis), less transportation, quality adjustments, if any, applicable income and other taxes and royalty payments) received by Seller from the sale of Sale Hydrocarbons.
	(b)		Reductions due to Title Failures as provided for in Section 7.
	(c)		Reductions due to Alleged Environmental Defects as provided for in Section 8.
	(d)		Reductions due to the exercise of preferential rights to purchase as provided for in Section 10.2.
	(e)		Reductions due to Casualty Loss as provided in Section 14.4.
	(f)		The amount of any property or ad valorem taxes prorated in accordance with Section 5.
	(g)		The principal amount of the Deposit, exclusive of any interest which may be earned or earnable against the Deposit.
	(h)		Any other amount agreed upon by Seller and Buyer.

     2.5 Closing Statement . Seller shall prepare and deliver to Buyer an accounting statement (the “Closing Statement”) no later than 5 business days prior to Closing that shall set forth the adjustments to the Purchase Price made in accordance with this Agreement (with the exception of those provided for under Sections 2.4.1 (c) and 2.4.2 (e) above), it being understood and agreed that the Closing Statement shall contain reasonable estimates where actual amounts are not known at the time and that as actual costs and revenues are known, these amounts will be taken into account in the Final Settlement Statements provided for in Section 12.6. The Closing Statement shall be prepared in accordance with generally accepted accounting principles generally used in the oil and gas industry.

     2.6 Effective Date of Sale . The effective date of the sale of the Assets described in Section 1 hereof shall be September 1, 2004 as of 7:00 a.m., local time where the Assets are located (the “Effective Date”).

     3.1 Allocation of Revenues . Seller shall receive (or receive credit for in the Closing Statement or the Final Settlement Statement, if the necessary information is not available in time to prepare the Closing Statement) all proceeds from the sale of Hydrocarbons physically produced from or allocable to the Assets prior to the Effective Date, and shall also receive (or receive credit for in the Closing Statement or the Final Settlement Statement, if the necessary information is not available in time to prepare the Closing Statement) and hold the right to receive all other revenues, proceeds and benefits attributable to the Assets accruing or relating to all periods before the Effective Date. Buyer shall receive (or receive credit for in the Closing

Statement or the Final Settlement Statement, if the necessary information is not available in time to prepare the Closing Statement) all proceeds from the sale of Sale Hydrocarbons and shall also receive (or receive credit for in the Closing Statement or the Final Settlement Statement, if the necessary information is not available in time to prepare the Closing Statement) and hold the right to receive all other revenues, proceeds and benefits attributable to the Assets which accrue or relate to all periods after the Effective Date.

     3.2 Payment of Invoices . After the Closing, Seller shall be responsible for and required to pay only that portion of any charge or invoice received that is applicable to work performed or material received in the period prior to the Effective Date; other charges and invoices may be returned to the billing party for rebilling to Buyer. Similarly, after the Closing, Buyer shall be responsible for and required to pay only that portion of any charge or invoice received that is applicable to work performed or material received in the period on or subsequent to the Effective Date; other charges and invoices may be returned to the billing party for rebilling to Seller.

     3.3 Liabilities After Closing and Indemnities .

          3.3.1 Definition of “Claims” . As used in any provision of this Agreement, “Claims” shall mean all liabilities, penalties, fines, obligations, judgments, claims, governmental actions, causes of action, demands, administrative proceedings, suits and other legal proceedings, together with any costs of court, fees and expenses associated therewith (including, without limitation, costs of investigation, attorney’s fees, expert’s fees, and expenses associated with investigation of claims, testing, assessment and remedial actions).

          3.3.2 Buyer’s Assumption of Abandonment Obligations . As additional consideration for the sale and transfer of the Assets, Buyer shall assume and shall timely and fully satisfy all Abandonment Obligations (as defined below) associated with the Assets, except as expressly provided in Sections 3.3.4, 3.3.5, 6.1, 8.3, 8.4, 8.6, 10.1 and 14.4.3. As used herein, the term “Abandonment Obligations” shall mean and include all obligations associated with, and liability for, (i) the plugging and abandonment of all wells, either active or inactive, (including, but not limited to, the Wells) situated on or in any of the Leases, or Units; (ii) the removal of structures, facilities, foundations, wellheads, tanks, pipelines, flowlines, pumps, compressors, separators, heater treaters, valves, fittings, and equipment and machinery of any nature and all materials contained therein, located on or used in connection with the Assets; (iii) the clearance, restoration and remediation of the lands, groundwater and waterbottoms covered or burdened by the Leases, Contracts, Units; and (iv) the removal, remediation and abatement of any petroleum material, any contamination or pollution (including, without limitation, spilling, leaking, pumping, pouring, emitting, emptying, discharging, leaching, dumping or disposing of any chemical substance, pollutant, contaminant, toxic substance, radioactive material, hazardous substance, naturally occurring radioactive material (“NORM”), waste, saltwater, crude oil, or petroleum product) of the surface (including surface water), air, or any vessel, piping, equipment, tubing or subsurface strata associated with the Assets, all in accordance with or as required by applicable agreements, implied or express, including without limitation, leases, unit agreements and operating agreements, or by law, regulation, order, permit, judgment or decree. Except as expressly provided in Sections 3.3.4, 3.3.5, 6.1, 8.3, 8.4, 8.6, 10.1 and 14.4.3, Buyer shall protect, indemnify, hold harmless and defend Seller and the Seller Parties (as defined in Section 3.3.6)

against any and all Claims, whether based on any theory of liability, including, but not limited to, tort, breach of contract (express or implied), breach of warranty (express or implied), strict liability, regulatory liability, or statutory liability, regardless of the sole, joint or concurrent negligence, strict liability, regulatory liability, statutory liability, breach of contract, breach of warranty, or other fault or responsibility of Seller or any other person or party, whether arising from, resulting from or related to Buyer’s failure to timely and fully satisfy the Abandonment Obligations as set forth in this Agreement or as may be imposed by any applicable statutes, laws, rules, regulations, or orders. Buyer further agrees to take whatever actions are necessary to protect Seller from being subjected to any such Claims, including, but not limited to, removal, remediation and restoration, and will comply with reasonable requests by Seller that Buyer take such actions.

          3.3.3 Buyer’s Assumption of Contract Obligations . Buyer shall observe and comply with all covenants, terms, and provisions, express or implied, contained in the Leases, Units and Contracts; and this Agreement is made expressly subject to all agreements, leases, easements, permits, commingling authorizations and other contracts relating to the Assets, whether or not the same are herein specifically identified. Except as expressly provided in Sections 3.3.4, 3.3.5, 6.1, 8.3, 8.4, 8.6, 10.1 and 14.4.3, Buyer shall assume and be responsible for all obligations and liabilities of Seller accruing under such agreements after the Effective Date and agrees to execute any instrument or document required by Seller to evidence such assumption.

          3.3.4 Seller’s Indemnity with respect to Certain Items . Subject to the provisions of Section 1.6, Seller shall defend, indemnify and hold Buyer, its affiliates, and its/their directors, officers, employees, contractors, and representatives (which additional parties together with Buyer are hereinafter collectively referred to as the “Buyer Parties”) harmless from any and all Claims for periods of time prior to the Effective Date relating to: (i) the payment, underpayment or nonpayment of royalties, overriding royalties, production payments, net profits payments or other payments on production or the proper accounting or payment to parties for their interests therein, (ii) the payment, underpayment or nonpayment of property, ad valorem, windfall profit, severance or other taxes relating to the Assets or the Seller, (iii) all amounts payable by Seller pursuant to Section 3.2, and (iv) damages to personal property or injury to persons, including death, arising out of Seller’s ownership or operation of the Assets, but only if such Claims described in this clause (iv) are asserted or filed within two (2) years after the Closing. Buyer shall be responsible for all Claims of these types insofar as they relate to periods of time from and after the Effective Date and Buyer shall defend, indemnify and hold the Seller Parties (as defined in Section 3.3.6) harmless therefrom.

          3.3.5 Seller’s Indemnity with respect to Retained Litigation . Seller shall defend, indemnify and hold Buyer Parties harmless from the following specific liabilities and claims:

(a)

The penalty, capital costs and special environmental project (“SEP”) costs attributable to Seller’s interest associated with compliance with the Consent Decree in United States v. Texaco Exploration and Production Inc. , Case No. 2:98-CV-00213-ST, United States District Court, District of Utah, Central Division, regarding the Aneth Unit as such Consent Decree is in effect as of the Effective Date, but not any future amendments thereof. To the extent such costs are not incurred and billed to the interest

			acquired from Seller on or before December 31, 2005, Seller’s liability shall terminate thereafter. Seller and Buyer shall perform the specific tasks in regard to the Consent Decree as set forth on Schedule 3.3.5(a). Seller shall also complete all regulatory reporting through December 31, 2004 and all reporting under the Consent Decree through July 31, 2005. Buyer shall handle regulatory and Consent Decree reporting subsequent to these dates. Buyer shall assume and pay the incremental operating costs attributable to the Consent Decree from and after the Effective Date except the costs of the reporting Seller has agreed to perform as set forth above. Pursuant to Article 1(3) of the Consent Decree, a copy of the Consent Decree is attached to this Agreement, Buyer agrees to perform all obligations of Seller under the Consent Decree and Seller is not relieved of liability of its obligations under the Consent Decree.
	(b)		The penalty, capital costs and SEP costs attributable to Seller’s interest associated with compliance with the Consent Decree in United States v. Mobil Exploration & Producing U.S. INC. , Civ. No. 2-98-CV-00220-ST, United States District Court, District of Utah, Central Division, regarding McElmo and Ratherford Units as in effect on the Effective Date, but not any future amendments thereof, provided that to the extent such costs are not incurred and billed (or reasonably known and quantified by appropriate documentation) to the interest acquired from Seller on or before December 31, 2005, Seller’s liability shall terminate. Buyer shall assume and pay the incremental operating costs from and after the Effective Date attributable to the Consent Decree subsequent to the Effective Date.
	(c)		The penalty, capital, permit and SEP costs associated with settlement of the Clean Air Act claims asserted by the United States Environmental Protection Agency in Notice of Violation R9-97-38 dated September 9, 1997 against Mobil Corporation and Notice of Violation R9-99-09 dated June 8, 1999 against Mobil Exploration & Producing USA Inc. both affecting McElmo and/or Ratherford Units (and any similar Claims asserted in writing as of the Effective Date with respect to pre-Effective Date violations of the Clean Air Act on such units) in excess of $90,000 to Seller’s interest. To the extent such costs are not incurred and billed (or reasonably known and quantified by appropriate documentation) on or before December 31, 2006, Seller’s liability shall terminate.
	(d)		Seller at its expense shall decommission the facilities and equipment on the Aneth Plant Site and restore and remediate the site in accordance with Environmental Law and any order or requirement of any agency with jurisdiction thereof. Seller shall defend, indemnify and hold Buyer Parties harmless from any and all Claims associated with the Aneth Plant Site. For purposes of the foregoing agreement of Seller to decommission the Aneth Plant Site and remediate the premises identified on Schedule 1.3(q), Seller’s liability and indemnity obligation shall be limited to complying with those Environmental Laws, regulations, orders and regulatory policies existing as of the Effective Date. Seller further reserves from the Assets all necessary rights of access to the Aneth Plant Site necessary to perform the obligations to decommission and remediate the Aneth Plant Site.

(e)

In no event shall Seller’s liability above and the indemnity provided hereinabove include costs attributable to the interest acquired from Seller where costs are the direct result of operator’s performance occurring after Closing (e.g., penalties assessed against the McElmo and/or Ratherford operator for spills, untimely reports or the like occurring subsequent to Closing will not be the responsibility of Seller).

          3.3.6 Buyer’s General Indemnification . Subject to the provisions of Sections 3.3.4 and 3.3.5 above and any other provisions of this Agreement specifically requiring indemnification or other remedy from Seller, or constituting warranties and representations of Seller, Buyer shall defend, protect, indemnify and hold Seller, its parent, its affiliates, and its/their directors, officers, employees, contractors, and representatives (which additional parties together with Seller are hereinafter collectively referred to as the “Seller Parties”) harmless against any and all Claims asserted or filed on or after the Effective Date in any way arising out of, related to, or connected with the Assets or Buyer’s or Seller’s ownership, operations or activities related to the Assets and the Contracts and agreements pertaining thereto, or any of the obligations, responsibilities or liabilities assumed by Buyer hereunder, whether relating to periods before or after the Effective Date and including, but not limited to, acts or omissions of Seller, based upon any theory, whether in contract, negligence, liability without fault, strict liability, regulatory liability, statutory liability, tort or other, regardless of the sole, joint or concurrent negligence, strict liability, liability without fault, regulatory liability, statutory liability, breach of contract, breach of warranty, or other fault or responsibility of Seller or any other person or party.

4. Guaranty

Intentionally Omitted

5. Taxes And Payables

     5.1 Payment of Taxes . All real estate, occupation, ad valorem, personal property taxes and charges on any of the equipment, facilities, plants or other Assets for the current tax year shall be prorated as of the Effective Date. Ad valorem or property taxes on the mineral estate, the producing leasehold or the produced mineral, which are based on production, severance and/or revenue received and which are taxed in a year following the year of production, shall be subject to proration based on production and revenue received by Buyer and Seller. Seller shall be responsible for taxes based on production, severance and revenue received up to the Effective Date, and shall be entitled to all refunds and rebates with regard to such period; Buyer shall be responsible for taxes based on production, severance and revenue from the Effective Date and thereafter, regardless of the year in which the taxes are due or paid. Seller shall be responsible for all oil and gas severance taxes, production taxes, windfall profits taxes, and any other similar taxes applicable to oil and gas production occurring prior to the Effective Date, and shall be entitled to all refunds and rebates with regard to such period; Buyer shall be responsible for all such taxes applicable to oil and gas production occurring on and after the Effective Date. Buyer shall be responsible for and shall remit all sales, use and similar taxes arising out of the sale of the Assets. Buyer shall assume all responsibility for remitting to the appropriate taxing authority the state and local sales and use taxes due, and shall provide Seller with any exemption certificates or other documentation required under applicable law in lieu of paying Seller the

taxes due. Buyer shall indemnify, defend and hold harmless Seller and the Seller Parties for any sales or use taxes assessed against Seller at or after the Effective Date by any taxing authority in respect of this sale, including the amounts of any penalties, interest, court costs and attorney’s fees. Any legal expenses incurred by Seller to reduce or avoid any of the aforementioned taxes attributable to Buyer shall be paid or reimbursed by the Buyer. Buyer and Seller shall agree to reasonably cooperate to minimize the assessment of any sales or use taxes assessed upon the Seller on any of the Assets purchased by the Buyer.

     6.1 Seller’s Representations and Warranties . Seller represents and warrants to Buyer that, as of the date hereof and as of Closing, the following statements are accurate:

          6.1.1 Formation . Seller is a corporation duly organized and validly existing, in good standing, under the laws of the State of Pennsylvania. Seller has the corporate power and authority to own the Assets and to carry on its business as now conducted and to enter into and to carry out the terms of this Agreement.

          6.1.2 Authorization . The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on behalf of Seller and Seller is not subject to any charter, by-law, lien, encumbrance, agreement, instrument, order, or decree of any court or governmental body (other than any governmental approval required) which would prevent consummation of the transactions contemplated by this Agreement.

          6.1.3 No Brokers . Seller is not a party to, or in any way obligated under, nor does Seller have any knowledge of, any contract or outstanding claim for the payment of any broker’s or finder’s fee in connection with the origin, negotiation, execution, or performance of this Agreement for which Buyer will have any liability.

          6.1.4 Compliance with Laws . To the best of Seller’s knowledge and in accordance with normal industry practice, Seller has complied with and the Assets are in compliance with, in all material respects, all applicable laws, ordinances, rules and regulations.

          6.1.5 Litigation . Except as set forth in Section 3.3.5, there are no actions, suits or proceedings pending or, to the best of Seller’s knowledge, threatened, against Seller or the Assets which might delay, prevent or materially hinder the consummation of the transactions contemplated hereby, materially adversely affect the title to or value of any of the Assets or give rise to a material claim against Buyer.

          6.1.6 Leases in Good Standing . To the best of Seller’s knowledge, but without investigation, all royalties, rentals and other payments due under the Leases have been properly paid in all material respects, and all conditions necessary to keep the Leases in force and effect have been fully performed in all material respects.

          6.1.7 Environmental Matters . Except as disclosed in this Agreement, Seller has

received no notice of any violation of or investigation relating to any federal, state or local laws with respect to health, safety, pollution or protection of the environment relating to the Assets, which violation or investigation would materially affect the value, use or operation of any of the Assets operated by Seller or give rise to a material claim against or liability of Buyer.

          6.1.8 Assets Not Subject to Payout . None of the Assets are subject to any payout or similar arrangement whereby Seller’s interest could be reduced in the future by virtue of the recovery of monies or hydrocarbons.

          6.1.9 Preferential Rights . To the best of Seller’s knowledge, Schedule 5.1.9 sets forth all obligations under which third parties have preferential rights or similar rights to acquire any portion of the Assets.

          6.1.10 No Imbalances . There are no gas or pipeline imbalances related to the Assets.

          6.1.11 Special Warranty of Title . Seller hereby warrants title to the Assets as against any claim or defect arising by, through or under Seller or its affiliates and predecessors by merger.

          6.1.12 Seller’s Knowledge . As used herein, “Seller’s knowledge” or words of similar import mean the actual knowledge of any of the officers and supervisory employees of Seller actively engaged in the divestiture of the Assets. The knowledge or awareness of specific individual events or facts of field personnel, contractors or personnel, wherever located, not otherwise involved in negotiating this transaction does not constitute “Seller’s knowledge” for purposes of this Agreement.

          6.1.13 Material Adverse Effect . As used herein, “Material Adverse Effect” means, with respect to any individual breach of representation or warranty, that such breech would reasonably be expected to have an adverse effect on the value or operation of the affected Asset(s) exceeding $1,000,000.

     6.2 Buyer’s Representations and Warranties . Buyer represents and warrants to Seller that, as of the date hereof and as of Closing, the following statements are accurate:

          6.2.1 Formation . Resolute Natural Resources Company is a corporation duly organized and validly existing, in good standing, under the laws of the State of Delaware and is or will be prior to Closing, duly qualified to carry on its business in each of the states in which it is required to be qualified and has the corporate power and authority to own its property and to carry on its business as now conducted and to enter into and to carry out the terms of this Agreement and the transactions contemplated by this Agreement. Navajo Nation Oil and Gas Company, Inc. is a corporation duly organized and validly existing, in good standing, under Section 17 of the Indian Reorganization Act, as amended, 25 U.S.C. § 477 and is or will be prior to Closing, duly qualified to carry on its business in each of the states in which it is required to be qualified and has the corporate power and authority to own its property and to carry on its business as now conducted and to enter into and to carry out the terms of this Agreement and the transactions contemplated by this Agreement.

          6.2.2 Qualification . Buyer is qualified to own and operate oil, gas and mineral leases in the State of the situs of the Assets and any federal/Indian/BLM onshore leases made a part of the Assets in accordance with applicable laws, rules, regulations and orders governing the ownership and operation of leases in the State of the situs of the Assets.

          6.2.3 Authorization . The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on behalf of Buyer and Buyer is not subject to any charter, by-law, lien, encumbrance, agreement, instrument, order or decree of any court or governmental body which would prevent consummation of the transactions contemplated by this Agreement.

          6.2.4 No Brokers . Buyer is not a party to, or in any way obligated under, nor does Buyer have any knowledge of, any contract or outstanding claim for the payment of any broker’s or finder’s fee in connection with the origin, negotiation, execution, or performance of this Agreement for which Seller will have any liability.

          6.2.5 Compliance . From and after Closing, Buyer shall comply with all applicable laws, ordinances, rules and regulations and shall promptly obtain and maintain all permits required by public authorities in connection with the Assets purchased.

          6.2.6 Financing . Buyer represents and warrants that it is financially able to perform this Agreement and no facts have come to its attention that would raise serious concerns about the availability of financing to Buyer to accomplish the transaction contemplated by this Agreement.

     6.3 Disclaimers, Waivers & Acknowledgments .

          6.3.1 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN SECTIONS 3.3.4, 3.3.5, 6.1, 7.5, 8.3, 8.4, 8.6, 10.1, 14.4.3, THE ASSETS ARE TO BE SOLD AS IS, WHERE IS AND WITH ALL FAULTS AND SELLER MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED IN FACT OR BY LAW, WITH RESPECT TO ORIGIN, QUANTITY, QUALITY, OPERATING CONDITION, SAFETY OF EQUIPMENT, TITLE TO PERSONAL PROPERTY, TITLE TO REAL PROPERTY, COMPLIANCE WITH GOVERNMENT REGULATIONS, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSES, CONDITION, THE QUANTITY, VALUE OR EXISTENCE OF RESERVES OF OIL, GAS OR OTHER MINERALS PRODUCIBLE OR RECOVERABLE FROM THE LEASES OR WELLS, OR OTHERWISE, CONCERNING ANY OF THE ASSETS. EXCEPT AS EXPRESSLY PROVIDED IN SECTIONS 3.3.4, 3.3.5, 6.1, 7.5, 8.3, 8.4, 8.6, 10.1, 14.4.3 ALL WELLS, PERSONAL PROPERTY, DATA, RECORDS, MACHINERY, EQUIPMENT AND FACILITIES THEREIN, THEREON AND APPURTENANT THERETO ARE TO BE CONVEYED BY SELLER AND ACCEPTED BY BUYER PRECISELY AND ONLY “AS IS, WHERE IS”.

          6.3.2 Acceptance of Assets “as is, where is” . Buyer has made, or arranged for others to make, or has been afforded the opportunity to make an inspection and inventory of the Assets and, if not performed, waives such right at and with Closing. Except as expressly provided in Sections 3.3.4, 3.3.5, 6.1, 7.5, 8.3, 8.4, 8.6, 10.1, 14.4.3, Buyer, at Closing, will accept all Assets

in an “as is and where is” condition, with an expressed acceptance and understanding of the disclaimers contained in this Agreement.

          6.3.3 Acknowledgment . Buyer acknowledges that the Assets have been used for oil and gas exploration, drilling and producing operations, pipeline, transportation and/or gathering operations, and other related oilfield operations, including, without limitation, possibly the injection, storage and/or disposal of produced water and/or waste materials incidental to or occurring in connection with such operations, and that physical changes in the land, groundwater or subsurface may have occurred as a result of any such uses and that Buyer has entered into this Agreement on the basis of Buyer’s own investigation of, or right to investigate, the physical condition of the Assets, including, without limitation, the facilities and equipment, and the surface and subsurface conditions. Except as expressly provided in Sections 3.3.4, 3.3.5, 6.1, 7.5, 8.3, 8.4, 8.6, 10.1, 14.4.3, Buyer is acquiring the Assets precisely and only in an “as is and where is” condition and assumes the risk that adverse physical conditions, including, but not limited to, the presence of unknown abandoned or unproductive oil wells, gas wells, equipment, pits, landfills, flowlines, pipelines, water wells, injection wells and sumps, which may or may not have been revealed by Buyer’s investigation, are located thereon or therein, and whether discovered, discoverable, hidden, known or unknown to Buyer as of Closing. Except as expressly provided in Sections 3.3.4, 3.3.5, 6.1, 7.5, 8.3, 8.4, 8.6, 10.1, 14.4.3, Buyer hereby agrees to assume full responsibility for compliance with all obligations attributable, in any way, to the Assets and all laws, orders, rules and regulations concerning all of such conditions, discovered, discoverable, hidden, known or unknown, and further agrees to defend, indemnify and hold the Seller Parties harmless for same, including, but not limited to, defense, indemnification and hold harmless for any liability, attorney’s fees, fines, penalties or costs under all Environmental Laws, as defined in this Agreement or otherwise asserted.

          6.3.4 WAIVER OF CONSUMER RIGHTS . BUYER WAIVES ITS RIGHTS UNDER THE TEXAS DECEPTIVE TRADE PRACTICES-CONSUMER PROTECTION ACT, SECTION 17.41 et seq., TEXAS BUSINESS & COMMERCE CODE, A LAW THAT GIVES CONSUMERS SPECIAL RIGHTS AND PROTECTIONS. AFTER CONSULTATION WITH AN ATTORNEY OF BUYER’S OWN SELECTION, BUYER VOLUNTARILY CONSENTS TO THIS WAIVER. IN ORDER TO EVIDENCE ITS ABILITY TO GRANT THE ABOVE WAIVER, BUYER HEREBY REPRESENTS AND WARRANTS TO SELLER THAT BUYER (I) IS IN THE BUSINESS OF SEEKING OR ACQUIRING, BY PURCHASE OR LEASE, GOODS OR SERVICES FOR COMMERCIAL OR BUSINESS USE, (II) HAS KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS THAT ENABLE IT TO EVALUATE THE MERITS AND RISKS OF THE TRANSACTIONS CONTEMPLATED HEREBY, AND (III) IS NOT IN A SIGNIFICANTLY DISPARATE BARGAINING POSITION.

          6.3.5 NO REPRESENTATIONS OR WARRANTIES .

(a)

BUYER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN SECTIONS 3.3.4, 3.3.5, 6.1, 7.5, 8.3, 8.4, 8.6, 10.1, 14.4.3, SELLER MAKES THIS SALE OF THE ASSETS TO BUYER WITHOUT ANY WARRANTY AS TO THE CONDITION OF THE ASSETS, INCLUDING ABSENCE OF VICES OR DEFECTS

(WHETHER APPARENT OR LATENT, KNOWN OR UNKNOWN, EASILY DISCOVERABLE OR HIDDEN), FITNESS FOR ANY ORDINARY USE, OR FITNESS FOR ANY INTENDED USE OR PARTICULAR PURPOSE, EVEN FOR RETURN OR REDUCTION OF THE PURCHASE PRICE OR OTHERWISE, IT BEING UNDERSTOOD THAT BUYER TAKES THE ASSETS “AS IS” AND “WHERE IS”; BUYER HEREBY ACKNOWLEDGING RELIANCE SOLELY ON ITS OWN INSPECTION OF THE ASSETS, AND NOT ON ANY WARRANTIES OR REPRESENTATIONS FROM SELLER WITH RESPECT TO THE CONDITION OF THE ASSETS. IN ADDITION, BUYER ACKNOWLEDGES THAT, EXCEPT AS EXPESSLY PROVIDED IN SECTIONS 3.3.4, 3.3.5, 6.1, 7.5, 8.3, 8.4, 8.6, 10.1, 14.4.3, SELLER HAS MADE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONDITION OF THE ASSETS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR REPRESENTATIONS AS TO ABSENCE OF VICES OR DEFECTS (WHETHER APPARENT OR LATENT, KNOWN OR UNKNOWN, EASILY DISCOVERABLE OR HIDDEN), FITNESS FOR ANY ORDINARY USE, FITNESS FOR ANY INTENDED USE OR PARTICULAR PURPOSE, TAX CONSEQUENCES, OR ENVIRONMENTAL CONDITION OF THE ASSETS. ALL WARRANTIES WITH RESPECT TO THE MECHANICAL CONDITION OF THE ASSETS ARE HEREBY DISCLAIMED BY SELLER AND EXPRESSLY WAIVED BY BUYER. BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE CONDITION OF THE ASSETS OR RELATING THERETO MADE OR FURNISHED BY SELLER, ANY PARTY ACTING OR PURPORTING TO ACT FOR SELLER, OR ANY BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING.

(b)

EXCEPT AS EXPESSLY PROVIDED IN SECTIONS 3.3.4, 3.3.5, 6.1, 7.5, 8.3, 8.4, 8.6, 10.1, 14.4.3, SELLER MAKES NO REPRESENTATION OR WARRANTY, 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 BUYER IN CONNECTION WITH THIS SALE, INCLUDING, WITHOUT LIMITATION, THE QUALITY, QUANTITY OR ENVIRONMENTAL CONDITION OF THE ASSETS OR ANY OTHER MATTERS CONTAINED IN THE DATA OR ANY OTHER MATERIALS FURNISHED OR MADE AVAILABLE TO BUYER BY SELLER, ITS AGENTS, REPRESENTATIVES OR EMPLOYEES. ANY AND ALL SUCH DATA, RECORDS, REPORTS, PROJECTIONS, INFORMATION AND OTHER MATERIALS FURNISHED BY SELLER OR OTHERWISE MADE AVAILABLE TO BUYER ARE PROVIDED TO BUYER 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 BUYER’S SOLE

RISK TO THE MAXIMUM EXTENT PERMITTED BY LAW AND EXCEPT AS EXPRESSLY PROVIDED IN SECTIONS 3.3.4, 3.3.5, 6.1, 7.5, 8.3, 8.4, 8.6, 10.1, 14.4.3.

7. Title Matters

     7.1 Asset Title Review . Until Closing, Buyer shall have reasonable access, without express or implied warranty of any kind regarding the accuracy of such information, to copies of non-privileged information in Seller’s possession regarding Seller’s title to the Assets, which information Buyer may copy at its sole cost and expense (unless prohibited by agreement between Seller and a third party). Except as otherwise provided in this Agreement, Seller shall not be required to perform any additional title work. Any existing abstracts and title opinions have not been made, and will not be made, current by Seller. Buyer specifically agrees that any conclusions made from any examination done or caused to be done from Seller-furnished information regarding title have resulted and shall result from its own independent review, skill, knowledge and judgment only.

     7.2 Notice of Alleged Title Defects . If, prior to Closing, Buyer becomes aware of any matter Buyer considers to be an “Alleged Title Defect” as defined in Section 7.3, Buyer shall notify Seller in writing of as soon as reasonably practicable after Buyer becomes aware of such Alleged Title Defect, but, in any event, not later than 4:00 p.m. Central Standard Time (“CST”) 10 days prior to Closing (the “Defect Notice Date”). Such notice (“Notice of Alleged Title Defect”