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Branch :F41,User:ATO1 Comment: Station Id X45K <br /> RNMR Site#0888 <br /> Acquisition#0888 <br /> To: ConocoPhillips Company <br /> 1232 Park Street, Suite 300 <br /> Paso Robles,CA 93446 <br /> Attn: Colleen S. Hagemann <br /> Phone: (805)226-2649 <br /> Facsimile: (805)239-4410 <br /> With Copies To: ConocoPhillips Company <br /> 76 Broadway <br /> Sacramento,CA 95818 <br /> Attn: Shelby S. Lathrop <br /> Phone: (916)558-7609 <br /> Facsimile: (916)558-7639 <br /> 12. Effective Date. This Agreement shall immediately and automatically become <br /> effective and fully-enforceable in all respects on the date first written above. <br /> 13. Execution of Agreement. Each of the undersigned hereby represents and <br /> warrants that it is authorized to execute this Agreement on behalf of the respective Parties to <br /> the Agreement and that this Agreement,when executed by those Parties, shall become a valid <br /> and binding obligation, enforceable in accordance with its terms. Upon execution, this <br /> Agreement shall be binding as to the Parties' respective parent companies, subsidiaries, <br /> affiliates,successors, heirs and assigns. <br /> 14. Governing Law. This Agreement is governed by the laws of the State of <br /> California. <br /> 15. Interpretation. <br /> 15.1 This Agreement supersedes any prior agreements and contains the entire <br /> agreement of the Parties on the matters covered herein. No other agreement, statement or <br /> promise made by any party or agent of any Party that is not in writing and signed by all the <br /> Parties shall be binding. Any amendments to this Agreement must be in writing and signed by <br /> any authorized representative of each of the Parties. <br /> 15.2 This Agreement may be executed in counterparts, each of which shall be <br /> deemed to be an original, but such counterparts when taken together shall constitute but one <br /> agreement. <br /> 15.3 The captions in this Agreement are for convenience and reference only. <br /> The words contained herein shall not be held to expand, modify, amplify or aid in the <br /> interpretation, construction or meaning of this Agreement. <br /> 15.4 If any clause or provision of this Agreement is declared illegal, invalid, or <br /> unenforceable by a court of competent jurisdiction, it is the intention of the Parties that the <br /> validity and enforceability of the remaining clauses and provisions of this Agreement shall not be <br /> affected thereby and shall nonetheless remain in full force and effect to the greatest extent <br /> permitted by law. <br /> 16. Authority. Each individual executing this Agreement on behalf of their respective <br /> Party represents and warrants that the execution of this Agreement on behalf of such Party is <br /> duly authorized,that he or she is authorized to execute this Agreement on behalf of such Party <br /> and that this Agreement is binding upon such Party in accordance with its terms. <br /> 5 <br /> SAN JOAQUIN(SJ),CA Page 5 of 9 Printed on 11/25/2013 11:45:42 AM <br /> Document: AGR 2007.140708 <br />