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Exhibit
10.6
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OPTION
TO ACQUIRE INTERESTS
IN
OIL AND GAS PROPERTIES
This
agreement
dated
for reference May 1, 2004, is between Brek Petroleum, Inc., a Nevada corporation
(“Brek”), and ▇▇▇▇▇▇▇ Asset Management, LLC, a Delaware limited liability
company (“▇▇▇▇▇▇▇”). Brek and ▇▇▇▇▇▇▇ are collectively referred to as the
Parties and individually as a Party.
RECITALS
A. On
July
16, 2002, Brek and others entered into a purchase agreement with Gasco Energy,
Inc. Pannonian Energy Inc. and San ▇▇▇▇▇▇▇ Oil & Gas Ltd. (together, “
Gasco”) under which Brek acquired interests in certain oil and gas leases,
▇▇▇▇▇, related equipment, and other lands and participatory rights in Wyoming,
Utah and California identified in the agreement (the “Gasco Agreement”). Brek
has 25% of whatever interest Gasco had on July 16, 2002. Gasco is usually
but
not always the operator. Gasco and Brek are entitled to a share of production
net of various royalties, overriding royalties and other burdens (the “Burdens”)
that must be paid before any production is distributed to Brek and Gasco
(the
“Net Interest”).
▇. ▇▇▇▇▇▇▇
wishes to acquire an interest in production from ▇▇▇▇▇ that Brek is entitled
to
drill under the Gasco Agreement on leases in Wyoming and Utah by contributing
to
the drilling costs as described by Gasco or another operator in its written
notices and authorizations for expenditure (“AFEs”) or by Brek in an AFE if Brek
initiates a drilling program.
Now
therefore,
in
consideration of the foregoing recitals and the following respective
representations, warranties, covenants and agreements, and other good and
valuable consideration, the receipt and sufficiency of which the Parties
acknowledge, the Parties agree as follows:
AGREEMENT
ARTICLE I
Offer
to Acquire
Section 1.1 The
Interest.
Brek
grants ▇▇▇▇▇▇▇ the right to acquire an interest in production by contributing
cash for the drilling of ▇▇▇▇▇ on the Wyoming and Utah properties that it
owns
together with Gasco or has a right to acquire as described in the Gasco
Agreement (the “Properties”). This right applies to drilling programs for a
total of one hundred ▇▇▇▇▇ to be drilled on the Properties for which Brek
receives a notice and AFE from Gasco or another joint owner, or for which
Brek
initiates a drilling program, after the day on which both Parties have signed
this agreement (the “Effective Date”). The right is subject to the following
terms and conditions:
▇. ▇▇▇▇▇▇▇
may contribute 50% of the amount of Brek’s portion of the AFE in return for 50%
of Brek’s working interest in each well and 50% of Brek’s Net Interest minus a
7% royalty (the “Royalty”) payable to Brek (“▇▇▇▇▇▇▇’▇ Net Interest”). ▇▇▇▇▇▇▇’▇
Net Interest cannot be less than 75% of 50% of Brek’s Net Interest. If ▇▇▇▇▇▇▇’▇
Net Interest is less than 75% of 50% of Brek’s Net Interest, then the Royalty
must be adjusted: i.e, if the sum of the Burdens is more than 18%, then the
Royalty is reduced so that the sum of the two is equal to 25% and ▇▇▇▇▇▇▇’▇ Net
Interest is equal to 75% of 50% of Brek’s Net Interest; if the sum of the
burdens and the Royalty is less than 25%, then Brek is entitled to the entire
Royalty, and ▇▇▇▇▇▇▇’▇ net interest is more than 75%.1
1.For
example: if Brek’s share of production equals $100,000 and the Burdens equal
12.5%, then Brek’s Royalty is equal to 7% and ▇▇▇▇▇▇▇’▇ Net Interest is equal to
80.5% of $50,000; if the Burdens equal 20%, then Brek’s Royalty is equal to 5%
and ▇▇▇▇▇▇▇’▇ Net Interest is equal to 75% of $50,000.
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▇.
▇▇▇▇▇,
or another party with the right to initiate drilling, delivers to Brek notices
that it intends to drill in accordance with the terms of the joint operating
agreement that governs the drill site (“JOA”). These notices are written or, if
a drill rig is on the site, telephoned. Brek has 30 days from its receipt
of a
written notice and 48 hours (excluding Saturday, Sunday and legal holidays)
from
a telephoned notice in which to notify Gasco that it consents to the drilling.
Brek will deliver the notice to ▇▇▇▇▇▇▇ on the next business day following
the
day that it receives the notice. ▇▇▇▇▇▇▇ will inform Brek within twenty-one
days
if it elects to contribute, or within 36 hours of the telephoned notice.
▇▇▇▇▇▇▇
is liable for its portion of all costs of the drilling program in accordance
with the terms of the governing JOA as of the date on which it notifies Brek
that it intends to contribute to the drilling program.
c. The
operator delivers to Brek invoices for drilling in accordance with the terms
of
the governing JOA. Brek will deliver each invoice to ▇▇▇▇▇▇▇ on the next
business day following its receipt with an invoice for its contribution.
▇▇▇▇▇▇▇
will pay its contribution directly to the operator within the time required
by
the JOA and deliver confirmation to Brek that it has paid its contribution.
If
▇▇▇▇▇▇▇ fails to pay the invoiced contribution as required, then it is deemed
to
have elected to decline to participate and loses its right to contribute
and
share in the production of the well.
d. If
Brek
initiates a drilling program then the notice provisions and response times
of
the governing JOA apply to AFEs and invoices.
e. If
▇▇▇▇▇▇▇ elects to contribute, ▇▇▇▇▇▇▇ will pay Brek a fee equal to 7.5% of
the
amount of ▇▇▇▇▇▇▇’▇ contribution to the drilling and completion costs (the
“Fee”) as consideration for the right to contribute and acquire the working
interests and net share of production. ▇▇▇▇▇▇▇ will pay the Fee when it delivers
its written consent to Brek.
The
amount of the Fee must be adjusted when the well is completed to reflect
the
actual costs: if the costs are more than the AFE, then ▇▇▇▇▇▇▇ will pay Brek
7.5% of the difference; if the costs are less, then Brek will refund 7.5%
of the
difference to ▇▇▇▇▇▇▇.
f. When
▇▇▇▇▇▇▇ has paid its contributions for drilling and completion and the Fee
to
Brek, it has earned its working interest and share of production and is subject
to the terms of the governing JOA. Brek then will inform Gasco (or whoever
is
the operator if Gasco is not) of ▇▇▇▇▇▇▇’▇ interest with instructions to record
▇▇▇▇▇▇▇’▇ interest and send ▇▇▇▇▇▇▇’▇ net share of production on ▇▇▇▇▇▇▇’▇
instructions. Nothing in this agreement grants ▇▇▇▇▇▇▇ a right to acquire
an
interest in the Properties or a right under the Gasco Agreement.
g. If
▇▇▇▇▇▇▇ fails to contribute its portion of the costs that accrue to its working
interest in ▇▇▇▇▇, then its entire interest reverts to Brek and ▇▇▇▇▇▇▇ is
not
entitled to any further share of production or the return of any costs that
it
has contributed.
h. If
▇▇▇▇▇▇▇ elects to contribute to an AFE for drilling a well but does not elect
to
contribute to the completion of a well following the drilling, then its entire
interest reverts to Brek and Brek is entitled to 100% of the working interest
and the share of production to which ▇▇▇▇▇▇▇ would otherwise be
entitled.
▇. ▇▇▇▇▇▇▇’▇
right is not exclusive. If ▇▇▇▇▇▇▇ declines to contribute to a well, then
Brek
may invite others to contribute to the drilling of the well that ▇▇▇▇▇▇▇
declined.
Section 1.2 Invited
Participants.
▇▇▇▇▇▇▇
may invite others to participate in its contribution and share of production.
If
it does, then it must deliver to Brek a notice with the name, address, and
payment instructions of the invited participant. When ▇▇▇▇▇▇▇ has earned
its
interest, Brek will instruct Gasco to make a division order in the favor
of the
invited participants. Nothing in this arrangement, however, requires that
Brek
or Gasco deal directly with the invited participants or relieves ▇▇▇▇▇▇▇
of any
obligations under this agreement; all dealings are between ▇▇▇▇▇▇▇ and the
invited participants and Brek is entitled to rely on ▇▇▇▇▇▇▇’▇ instructions and
representations in connection with the invited participants and their
participation until they have earned their interests, at which point they
will
deal directly with the operator under the JOA.
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Section 1.3 Non-consent.
If Brek
elects not to participate in a drilling program, then ▇▇▇▇▇▇▇ may contribute
Brek’s portion to earn Brek’s entire interest and the well is counted as one
well for the purpose of counting the 100 ▇▇▇▇▇ in which ▇▇▇▇▇▇▇ can acquire
an
interest under this agreement. If Brek does not participate at ▇▇▇▇▇▇▇’▇
request, then the well is counted as two ▇▇▇▇▇. In either case, if ▇▇▇▇▇▇▇
contributes Brek’s portion of a drilling program, Brek remains entitled to the
Royalty and the Fee calculated on the whole of ▇▇▇▇▇▇▇’▇ participation and
interest.
Section 1.4 Conflict
of Terms.
Where
the terms of this agreement and a governing JOA conflict, the terms of this
agreement prevail unless they cause a Party to breach the JOA, in which case
the
terms of the JOA prevail.
Section 1.5 Programs
Underway.
The
Parties acknowledge that Brek received two AFEs from Gasco during the month
of
April before the terms of this agreement were finalized for which drilling
programs are underway. ▇▇▇▇▇▇▇ may contribute to the AFEs. The Parties will
work
out the terms of payment for these two ▇▇▇▇▇ if ▇▇▇▇▇▇▇ elects to
contribute.
Section 1.6 Notice
to Others.
Brek
will notify the other parties to a JOA of the terms of this agreement as
required by the governing JOA.
Section 1.7 Term.
This
agreement and ▇▇▇▇▇▇▇’▇ right to acquire the interests described above end when
▇▇▇▇▇▇▇ has acquired its interests in 100 ▇▇▇▇▇ under this agreement or at
the
end of eight years from the date of this agreement, whichever is the
earlier.
Section 1.8 Force
Majeure.
If
Gasco or Brek is unable to drill on the Properties during the term of this
agreement because of force majeure (as defined in Article XI of the AAPL
Form
610-Model Form Operating Agreement-1982 attached to the Gasco Agreement as
Exhibit D, a copy of which ▇▇▇▇▇▇▇ acknowledges having received) then Brek
will
inform ▇▇▇▇▇▇▇ and Article XI in the exhibited model form operating agreement
applies.
ARTICLE II
Representations
and Warranties of ▇▇▇▇
▇▇▇▇
represents to ▇▇▇▇▇▇▇ as follows:
Section 2.1 Organization
and Qualification.
Brek is
a corporation duly organized, validly existing and in good standing under
the
laws of Nevada, and has the requisite corporate power and authority to own
or
lease all material property that it purports to own or lease and to carry
on its
business as now being conducted. It is duly qualified as a foreign corporation,
and is in good standing in each jurisdiction where the character of its
properties owned or held under lease or the nature of its activities makes
such
qualification necessary, unless the failure to so qualify would not have
a
material adverse effect on its business or financial condition. It is qualified,
to its Knowledge and where qualification is required, with all applicable
governmental authorities to own and operate the properties and interests
which
are the subject matter of this agreement.
Section 2.2 Authorization
of Agreement.
It has
full right, power and authority to enter into this agreement and to deliver
the
interests to ▇▇▇▇▇▇▇. The execution and delivery of this agreement and the
performance of the transactions contemplated by it have been duly authorized
by
its board of directors. The consummation of the transactions contemplated
herein
do not and will not, whether with or without the giving of notice or passage
of
time or both, conflict with or constitute a breach of, or default under,
or
result in the creation or imposition of any tax, lien, charge or encumbrance
upon the properties or interests which are the subject matter of this agreement
pursuant to any contract, indenture, mortgage, deed of trust, loan or credit
agreement, note, license, lease or other agreement or instrument to which
it is
a party or by which it may be bound, or to which any of its property or assets
is subject, nor will such action result in any violation of the provisions
of
its articles of incorporation or bylaws or any applicable treaty, law, statute,
rule, regulation, judgment, order, writ or decree of any government,
governmental instrumentality or court, domestic or foreign, having jurisdiction
over it or any of its properties.
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Section 2.3 Title
to the Properties.
Brek
makes the following representations and warranties regarding the interests
which
are the subject matter of this agreement.
a. No
Liens.
To its
Knowledge it will convey the interests to the Purchasers as required from
time
to time free and clear of all liens, restrictions and encumbrances created
by,
through or under it or any Affiliate which would have a material adverse
affect
upon the value, operation or use of the interests unless they were created
as a
result of a drilling program to which ▇▇▇▇▇▇▇ contributed under this agreement.
As used in this agreement, “Affiliate” means, with respect to a specific person
or entity, another person or entity that directly, or indirectly through
one or
more intermediaries, Controls or is Controlled by or is under common Control
with the specified person or entity; and “Control,”
and
its
correlative forms, means the possession, directly or indirectly, of the power
to
direct or cause the direction of the management or policies of a person or
entity, whether through the ability to exercise voting power, by contract
or
otherwise.
Section 2.4 Absence
of Further Requirements.
Except
for applicable reporting requirements under the Securities Act of 1933, the
Securities Exchange Act of 1934, or any other applicable legislation, no
filing
with, or consent, approval, authorization, order, registration, notification
or
decree of any court or governmental authority or agency, domestic or foreign,
is
necessary or required for the performance of its obligations hereunder or
in
connection with the sale and delivery of the interests hereunder or the
consummation of the transactions contemplated by this agreement.
Section 2.5 No
Bankruptcy.
No
bankruptcy proceedings are pending, being contemplated by or, to its Knowledge,
threatened against it.
Section 2.6 No
Broker Fees.
It has
not engaged any broker, finder or investment banker for which ▇▇▇▇▇▇▇ could
be
liable for any fees or commissions in connection with the transactions
contemplated hereby.
Section 2.7 Compliance
with Law.
To its
Knowledge, all of the properties owned or operated by it are so operated
in
compliance with applicable laws and regulations (including, without limitation,
Environmental Laws) in all material respects. With respect to Environmental
Laws, compliance therewith is deemed to include, without limitation that,
to its
Knowledge:
a. With
respect to the properties operated by it, it has acquired all material permits,
licenses and authorization required under any Environmental Laws in order
to
conduct its business as it has been historically conducted and such is in
compliance with all such permits, licenses and authorizations;
b. With
respect to the properties operated by it, there has been no material Release
by
it or by any other person of any Hazardous Substances, Oils, Pollutants or
Contaminants or any other wastes produced by, or resulting from, any business,
commercial, or industrial activities operations, or processes, on, beneath,
or
adjacent to any of the properties for which it may be held liable under any
Environmental Laws; and
c. There
exists no written or tangible report, synopsis or summary of any asbestos,
toxic
waste or Hazardous Substances, Oils, Pollutants or Contaminants investigation
made with respect to all or any portion of the properties operated by
it.
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The
following
definitions apply to the foregoing provisions regarding Environmental
Laws:
i. “Environmental
Laws” means all federal, state and local laws, regulations, rules and ordinances
relating to pollution or protection of the environment, including, without
limitation, laws relating to Releases or threatened Releases of Hazardous
Substances, Oils, Pollutants or Contaminants into the indoor or outdoor
environment (including, without limitation, ambient air, surface water,
groundwater, land, surface and subsurface strata) or otherwise relating to
the
manufacture, processing, distribution, use, treatment, storage, Release,
transport or handling of Hazardous Substances, Oils, Pollutants or
Contaminants.
ii. “Hazardous
Substances, Oils, Pollutants or Contaminants” means all substances defined as
such in the National Oil and Hazardous Substances Pollutant Contingency Plan,
40
C.F.R. §300.6, or defined as such under any Environmental Laws.
iii. “Release”
means any release, spill, emission, discharge, leaking, pumping, injection,
deposit, disposal, discharge, dispersal, leaching or migration into the indoor
or outdoor environmental (including, without limitation, ambient air, surface
water, groundwater and surface or subsurface strata) or into or out of any
property, including the movement of Hazardous Substances, Oils, Pollutants
or
Contaminants through or in the air, soil, surface water, groundwater or arty
property.
d. Litigation.
No
action, suit, proceeding, claim or investigation by any person, entity,
administrative agency or governmental body is pending before or, to its
Knowledge, threatened against it by any governmental authority that impedes
or
is likely to impede its ability to consummate the transactions contemplated
by
this agreement.
ARTICLE III
REPRESENTATIONS
AND WARRANTIES OF ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
hereby represents and warrants to
the
Brek as follows:
Section 3.1 Organization
and Qualification.
▇▇▇▇▇▇▇
is a limited liability company formed and in good standing under the laws
of
Delaware
and has
the power and authority to carry on its business as it applies to this
agreement.
Section 3.2 Authorization
of Agreement.
It has
full right, power and authority to enter into this agreement. The execution
and
delivery of this agreement and the performance of the transactions contemplated
hereby have been duly authorized by all necessary corporate or other action.
The
consummation of the transactions contemplated herein do not and will not,
whether with or without the giving of notice or passage of time or both,
conflict with or constitute a breach of, or default under, or result in the
creation or imposition of any tax, lien, charge or encumbrance upon pursuant
to
any contract, indenture, mortgage, deed of trust, loan or credit agreement,
note, license, lease or other agreement or instrument to which it is a party
or
by which it may be bound, or to which any of its property or assets of it
is
subject, nor will such action result in any violation of the provisions of
its
articles of incorporation or bylaws or other organizational document, if
any, or
any applicable treaty, law, statute, rule, regulation, judgment, order, writ
or
decree of any government, governmental instrumentality or court, domestic
or
foreign, having jurisdiction over it or any of its properties. This agreement
has been duly authorized, executed and delivered by it and constitutes a
legal,
valid and binding obligation of it, enforceable against it in accordance
with
its terms (except as may be limited by bankruptcy, insolvency, moratorium,
reorganization or similar laws affecting the rights of creditors generally
and
the availability of equitable remedies).
Section 3.3 Absence
of Further Requirements.
No
filing with, or consent, approval, authorization, order, registration,
notification or decree of, any court or governmental authority or agency,
domestic or foreign, is necessary or required for the performance of its
obligations hereunder or the consummation of the transactions contemplated
by
this agreement.
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Section 3.4 No
Bankruptcy. No
bankruptcy proceedings are pending, being contemplated by or, to its Knowledge,
threatened against it.
Section 3.5 No
Broker Fees.
It has
not engaged any broker, finder or investment banker for which it could be
liable
for any fees or commissions in connection with the transactions contemplated
hereby.
Section 3.6 Litigation.
No
action, suit, proceeding, claim or investigation by any person, entity,
administrative agency or governmental body is pending before or, to its
Knowledge, threatened against it by any governmental authority that impedes
or
is likely to impede its ability to consummate the transactions contemplated
by
this agreement.
ARTICLE IV
Survival
of Representations and Warranties and Indemnification
Section 4.1 Survival
of Representations and Warranties.
The
representations and warranties contained in Articles II and III of this
agreement as well as those contained in this Article shall survive the Effective
Date and shall not be deemed to merge into any conveying documents executed
as
of the Effective Date or subsequently as provided for in this
agreement.
Section 4.2 Indemnification.
With
respect to those warranties and representations of Brek contained in Article
II
of this agreement, Brek will hold harmless, indemnify and defend ▇▇▇▇▇▇▇
from
and against all suits, causes of action, proceedings, liabilities, damages,
penalties, assessments, injuries, fees and costs, including reasonable attorneys
fees (whether suit is instituted or not) arising from or related to their
breach
of such warranties and representations.
ARTICLE V
Miscellaneous
Section 5.1 Notices.
Any
notice or communication required or permitted hereunder shall be sufficiently
given if in writing and (i) delivered in person or by overnight delivery
or
courier service or (ii) sent by facsimile or electronic transmission (provided
that any notice given pursuant to clause (ii) is also confirmed by the means
described in clause (1), as follows:
To
Brek:
Brek
Petroleum, Inc.
Attention:
▇▇▇▇ ▇▇▇▇▇
▇▇
▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇ ▇▇▇
E-mail: ▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇
▇.▇.
▇▇▇▇▇▇▇▇▇ Law Corporation
▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇,
▇▇, ▇▇▇ ▇▇▇
Attention:
▇▇▇▇ ▇▇▇▇▇▇▇▇▇
E-mail:
▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇
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To
▇▇▇▇▇▇▇:
▇▇▇▇▇▇▇
Asset Management, LLC
Attention:
▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇
▇.
▇▇▇▇▇ ▇▇. ▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
▇▇▇-▇▇▇-▇▇▇▇
E-mail:
▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇
Such
notice or other communication shall be deemed given when so delivered
personally, or sent by facsimile or electronic transmission (or, if it is
transmitted during non-business hours at the recipient’s location, at the
opening of business on the next business day), or, if sent by overnight delivery
or courier service, when delivered. ▇▇▇▇▇▇▇ will notify Brek concurrently
by
email of any notice that it is sending by another means under this
agreement.
Section 5.2 Knowledge.
As used
herein, the term “Knowledge” means (i) with respect to Brek, the actual
knowledge of officers and employees of them involved in the transactions
contemplated by this agreement or in the ownership or operation of the
properties or interests which are the subject matter of this agreement, and
(ii)
with respect to a ▇▇▇▇▇▇▇, the actual knowledge of officers and employees
of it
involved in the transactions contemplated by this agreement. “Known” shall have
a correlative meaning.
Section 5.3 Governing
Law.
Except
as otherwise provided for herein or any exhibit hereto, this agreement and
the
legal relations between the Parties shall be governed by and construed in
accordance with the internal laws of the State of Colorado without taking
into
account provisions regarding choice of law.
Section 5.4 Entire
Agreement.
This
agreement constitutes the entire agreement between the Parties with respect
to
the matters herein and supersedes all prior agreements and understandings
between the Parties with respect thereto.
Section 5.5 Amendments
and Waivers.
This
agreement may not be amended except upon a written consent authorized and
approved by each Party. By an instrument in writing, ▇▇▇▇▇▇▇ may waive
compliance by the Brek with any term or provisions of this agreement that
Brek
was or is obligated to comply with or perform; provided, however, that such
waiver shall not operate as a waiver of; or estoppel with respect to, any
other
or subsequent failure. No failure to exercise and no delay in exercising
any
right, remedy or power hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise of any right, remedy or power hereunder preclude
any other or further exercise thereof or the exercise of any right, remedy
or
power hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any right, remedy or power hereunder preclude any other
or
further exercise thereof or the exercise of any other right, remedy or power
provided herein or by law or in equity. The waiver by any Party of the time
for
performance of any act or condition hereunder shall not constitute a waiver
of
the act or condition itself.
Section 5.6 Time.
Time is
of the essence of this agreement and any amendment to it.
Section 5.7 Severability.
If any
provision of this agreement, or the application thereof to any Party, place
or
circumstance, shall be held by a court of competent jurisdiction to be invalid,
unenforceable or void, the remainder of this agreement and such provisions
as
applied to other parties, places and circumstances shall remain in full force
and effect only if, after excluding the portion deemed to be unenforceable,
the
remaining terms shall provide for the consummation of the transactions
contemplated hereby is substantially the same manner as originally set forth
at
the later of the date this agreement was executed or last amended.
Section 5.8 Counterparts.
This
agreement may be executed in multiple counterparts, each of which shall
constitute one and the same instrument.
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Section 5.9 Interpretation
of Agreement.
The
article, section and other headings used in this agreement are for reference
purposes only and shall not constitute a part hereof or affect the meaning
or
interpretation of this agreement.
Section 5.10 Expenses.
Whether
or not the transactions contemplated by this agreement are consummated, all
costs and expenses incurred in connection with this agreement and the
transactions contemplated hereby, will be paid by the Party incurring such
costs
and expenses, including but not limited to the cost of legal counsel,
accountants and any other professionals.
Section 5.11 Specific
Performance.
The
Parties agree that irreparable damage would occur in the event that any of
the
provisions of this agreement were not performed in accordance with their
specific terms or were otherwise breached. It is accordingly agreed that
the
Parties shall be entitled to an injunction or injunctions to prevent breaches
of
this agreement and to enforce specifically the terms and provisions hereof
in
any court of the United States or any state having jurisdiction, this being
in
addition to any other remedy to which they are entitled at law or in
equity.
Section 5.12 No
Circumvention.
▇▇▇▇▇▇▇
will not circumvent Brek and deal directly with Gasco in any manner in
connection with any of Brek’s properties that are subject to the Gasco
Agreement, whether those properties are the subject of this agreement or
excluded from it.
Section 5.13 Attorneys’
Fees.
If any
legal action is brought for the enforcement of this agreement or because
of an
alleged dispute, breach or default in connection with this agreement, the
prevailing Party shall be entitled to recover reasonable attorneys’ fees and
other costs incurred in such action or proceeding, in addition to any other
relief to which it may he entitled.
Section 5.14 Binding
Effect.
This
agreement is binding upon and inures to the benefit of the Parties and their
respective successors and permitted assigns.
Section 5.15 Third
Parties.
Except
as otherwise provided herein, this agreement does not benefit or create any
right or cause of action or remedy of any nature whatsoever in any person
or
entity other than the Parties.
Section 5.16 No
Presumption of Drafting.
Each
Party participated in the drafting of this agreement and therefore no
presumption that either Party or any other drafted it applies in any
interpretation, construction, or enforcement of this agreement.
In
witness whereof,
each
Party has executed this agreement as of the date written below.
▇▇▇▇▇▇▇
Asset Management, LLC
a
Delaware limited liability company
By:
/s/
▇▇▇▇▇▇ ▇▇▇▇▇▇
Its:
President
On:
June
1, 2004
________________________________
Brek
Petroleum, Inc.,
a
Nevada corporation
By:
/s/
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Its:
President
On:
May
28, 2004