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E. Lessor represents that the Property constitutes a legal lot under applicable law <br />and that no subdivision approval is required for the Company's operations on the Property or for the <br />granting of this Lease. <br />12. Right of First Refusal. If at anytime during the Term of this Lease Lessor r0ceives an <br />offer to purchase all or any portion of the Property or any interest therein for a price and on conditions <br />that Lessor is willing to accept, then Lessor shall give the Company notice of such offer and a.copy of <br />the offer, and the Company shall have thirty (30) days after receipt of such notice to elect to match the <br />offer, and the Company and Lessor shall thereafter close the purchase and sale of the Property or <br />relevant portion thereof in accordance with such offer or as they may otherwise agreo. If the <br />Company does not exercise its preemptive right hereunder, Lessor shall thereafter be free to close the <br />purchase and sale of the Property, subject to this Lease, on terms no less favorable to Lessor than <br />those submitted to the Company by Lessor, free and clear of the Company's preemptive right for a <br />period of 90 days after the Company failed to exercise the right. If no such sale is closed within the <br />90-day period, this right of first refusal shall be revived in the Company. <br />13. Null and Void Agreements; Exception for Affiliate. Any entry by Lessor into an <br />agreement affecting the Property in violation of Paragraphs 12 shall be null and void and ofno force <br />and effect. Transfer by Lessor of the Property or any interest therein to a corporation, limited <br />liability company, partnership or other entity wherein the owner or owners thereof are Lessor and/or <br />an immediate family member of Lessor shall not be a transfer subject to Paragraph 12, provided that <br />the transferee agrees to be bound by this Agreement, including Paragraph 12. <br />14. Taxes. During the term of this Lease, the Company shall pay when due all ad <br />.valorem property taxes assessed on the production, severance or extraction of Materials from the <br />Property. In addition, the Company shall pay all personal and real property taxes assessed against <br />machinery, tools, equipment, supplies, buildings, improvements, pipelines, stockpiles of Materials, <br />and other property and/or fixtures placed by Company on the Property. Lessor shall pay all other real <br />property taxes on the Property and on any improvements thereron, including without limitation, <br />improvements that Lessor installs on the Property for Lessor's own purposes, and any taxes <br />attributable to the production royalty or to Lessor's farming operations. <br />15. Labor and Materials. The Company agrees to keep the Property free and clear of liens, <br />charges, claims or demands arising from the Company's operations hereunder and to promptly pay <br />for all labor performed on the Property and for all supplies, materials, and equipment used or placed <br />on the Property. The Company shall defend, indemnify and hold harmless Lessor from and against <br />any and all claims, charges, demands, causes of action, damages and liability, including reasonable <br />attorneys fees and expert fees, that arise from or are connected to the acts or omissions of the <br />Company hereunder or to those of its contractors, subcontractors, employees, officers, agents or <br />lessees in regard to providing labor and acquiring or installing materials, equipment and supplies for <br />operations under this Lease. The Company may contest in good faith any lien; provided that the <br />Company shall not allow title to the Property or any portion of it to be lost. <br />-9-