EXHIBIT 10.1
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PURCHASE AND SALE AGREEMENT
for
REEF MARKETING, L.L.C.
- and -
REEF INTERNATIONAL, L.L.C.
(jointly, "Reef")
by and between
TIDELANDS OIL & GAS CORPORATION
("Seller")
- and -
IMPACT INTERNATIONAL, LLC
("Impact")
- and -
COAHUILA PIPELINE, LLC
("Coahuila")
(jointly "Buyer")
Dated: April 16, 2003
PURCHASE AND SALE AGREEMENT
This Purchase and Sale Agreement (the "Agreement") is dated and
effective this ____ day of April, 2003, at 7:59 a.m., Central Daylight Savings
Time (the "Effective Time"), by and among TIDELANDS OIL & GAS CORPORATION, a
Nevada corporation, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, herein
called "Seller," IMPACT INTERNATIONAL, LLC, an Oklahoma limited liability
company, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Impact"), and
COAHUILA PIPELINE, LLC, an Oklahoma limited liability company, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Coahuila"), herein jointly called
"Buyer."
RECITALS:
A. Immediately prior to the Effective Time, Seller owned 100% of Reef
International, L.L.C. ("Reef International") and Reef Marketing, L.L.C. ("Reef
Marketing"), herein jointly called "Reef."
B. Reef Marketing is a party to (i) that Memorandum of Understanding
with Compania Nacional de Gas, S.A. de C.V. ("Conagas") and Gas Servicios del
Norte de Mexico, S. de ▇.▇. de C.V. ("Gas Servicios"), a copy of which is
attached hereto as Exhibit A-1, (ii) that Gas Purchase and Sales Agreement,
wherein Reef Marketing is seller, and Gas Servicios is buyer, a copy of which is
attached hereto as Exhibit A-2, and (iii) that Gas Purchase Agreement with The
Exploration Company, wherein Reef Marketing is purchaser and The Exploration
Company is seller, a copy of which is attached hereto as Exhibit A-3
(collectively, the "Gas Contracts").
C. Reef International is the holder of (i) certain licenses and permits
issued by various federal and state governmental authorities within the United
States of America and the State of Texas, as more particularly set forth in
Exhibit B-1, respecting both the Gas Project and Liquids Project, as hereinafter
defined (collectively, the "U.S. Permits"), and (ii) certain licenses and
permits issued by various governmental authorities within the country of Mexico
and respecting the Gas Project, as hereinafter defined, as more particularly set
forth in Exhibit B-2 (collectively, the "Mexico Permits"). For purposes hereof,
the U.S. Permits and Mexico Permits shall sometimes be jointly called the
"Permits."
D. Buyer and Seller intend to jointly pursue, develop, construct, and
operate an international pipeline crossing from Eagle Pass, Texas, to Piedras
Negras, Mexico, consisting of (i) a twelve-inch pipeline for transporting
natural gas (the "Gas Project"), and (ii) a six-inch pipeline for transporting a
90% propane/10% butane mixture, together with loading, unloading and storage
facilities (the "Liquids Project"). For the purposes of this Agreement, the Gas
Project and Liquids Project shall sometimes be jointly called the "Project."
E. Seller desires to sell to Buyer, and Buyer desires to purchase from
Seller, an undivided 75% membership interest in Reef, subject to the terms and
provisions of this Agreement.
F. Effective immediately following the sale contemplated in the
Agreement, Buyer and Seller intend (i) to form Reef Ventures, L.P., a Texas
limited partnership ("Reef Ventures") by executing an Agreement of Limited
Partnership executed on even date herewith, (ii) to contribute their respective
membership interests in Reef to Reef Ventures, and (iii) to use Reef Ventures as
the vehicle for pursuing and completing the Project.
W I T N E S S E T H:
1. Interest to be Purchased and Sold. Buyer agrees to purchase and Seller
agrees to sell, for the consideration hereinafter set forth and subject
to the terms and provisions herein contained, all right, title and
interest of Seller in and to an undivided 75% membership interest in
both Reef Marketing and Reef International (the "Sold Interest"), to be
shared by Impact and Coahuila in the proportions 99% and 1%,
respectively.
2. Purchase Price.
(a) The purchase price for the Sold Interest shall be One Million
Nine Hundred Sixty-Thousand Eight Hundred Sixty-Seven and
23/100 Dollars ($1,960,867.23) (such amount being herein
called the "Purchase Price"). The Purchase Price shall be paid
at Closing as provided in subparagraphs (b) through (d) below.
(b) At Closing, Impact shall pay or cause to be paid ninety-nine
percent (99%) or One Million Nine Hundred Forty-One Thousand
Two Hundred Fifty-Eight and 56/100 Dollars ($1,941,258.56) of
the Purchase Price, in cash or certified funds, to Seller
pursuant to the Closing Statement, as defined in subparagraph
(d) below.
(c) At Closing, Coahuila shall pay or cause to be paid one percent
(1%), or Nineteen Thousand Six Hundred Eight and 67/100
Dollars ($19,608.67) of the Purchase Price, in cash or
certified funds, to Seller pursuant to the Closing Statement,
as defined in subparagraph (d) below.
(d) The parties intend that all creditors of Reef and certain
creditors of Tidelands will be paid at Closing from the
Purchase Price. All such creditors to be paid at Closing, the
dollar amounts owed to each and wire instructions for direct
payment to each are set forth in Exhibit C hereto. At Closing,
the parties will sign a closing statement (the "Closing
Statement") prepared by Buyer and delivered to Seller not
later than two (2) business days prior to Closing, and
approved by Seller not later than one (1) business day prior
to Closing, which statement will (i) provide for Buyer's
direct payment of portions of the Purchase Price to the third
parties and in the amounts set forth in Exhibit C, and (ii)
provide for the balance of the Purchase Price to be paid to
Seller pursuant to wire instructions provided to Buyer not
later than three (3) business days prior to Closing.
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3. Representations of Seller.
(a) Representations. Seller hereby represents and warrants to
Buyer that:
(i) Organization and Qualifications. Seller is a
corporation duly incorporated and in good standing
under the laws and jurisdiction of the State of
Nevada, and is qualified to do business and is in
good standing in those jurisdictions where necessary
in order to carry out the purposes of this Agreement.
Reef Marketing is a limited liability company formed
under the laws of the State of Texas and is duly
qualified to do business and in good standing in the
State of Texas. Reef International is a limited
liability company formed under the laws of the State
of Texas and is duly qualified to do business and in
good standing in the State of Texas.
(ii) Due Authorization. Seller has full power to enter
into and perform its obligations under this Agreement
and has taken all proper action to authorize entering
into this Agreement and performing its obligations
hereunder.
(iii) Approvals. Neither the execution and delivery of this
Agreement, nor the consummation of the transactions
contemplated hereby, nor the compliance with the
terms hereof, will result in any default under any
agreement or instrument to which Seller or Reef is a
party, or violate any order, writ, injunction,
decree, statute, rule or regulation applicable to
Seller or Reef.
(iv) Valid, Binding and Enforceable. This Agreement
constitutes (and the Assignment provided for herein
to be delivered at Closing will, when executed and
delivered, constitute) the legal, valid and binding
obligation of Seller, enforceable in accordance with
its terms.
(v) Litigation. Except as disclosed on the disclosure
schedule attached hereto as Exhibit D (the
"Disclosure Schedule"), there are no pending suits,
actions, or other proceedings (including arbitration
proceedings) in which Seller and Reef, or either of
them, are a party (or, to Seller's knowledge, which
have been threatened to be instituted against Seller
and/or Reef) which affect Seller and/or Reef in any
material respect or affect the execution and delivery
of this Agreement or the consummation of the
transactions contemplated hereby.
(vi) Financial Statements. Exhibit E sets forth the
consolidated, unaudited balance sheets of Seller and
Reef as of December 31, 2002, and the related
statements of income and retained earnings, together
with the notes thereto (collectively, the "Financial
Statements"). The December 31, 2002 balance sheet is
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hereinafter referred to as the "Balance Sheet." The
Financial Statements, together with all other
financial statements of Seller and/or Reef delivered
by Seller to Buyer, are correct and complete in all
material respects and fairly present the consolidated
financial position, results of operations and
stockholders' equity of Seller and/or Reef as of the
dates and for the periods indicated. The Financial
Statements delivered to Buyer were prepared in a
manner consistent with generally accepted accounting
principles consistently applied.
(vii) Absence of Undisclosed Liabilities. As of the Closing
Date, Seller and Reef will not have any liabilities
or obligations, secured or unsecured, accrued or
contingent, known or unknown, except for the lawsuit
set forth in the Disclosure Schedule and except as
and to the extent reflected or reserved against in
the most recent of the Financial Statements or as
disclosed in this Agreement and the Exhibits hereto;
and, Seller does not know of any valid basis for the
assertion against them of any such liability or
obligation.
(viii) Interim Operations. Since the date of the Financial
Statements, the business of Seller and Reef has been
conducted only in the ordinary and usual course
consistent with past practice. Since the date of the
Balance Sheet, there have not been, to the best of
Seller's information and belief, any material adverse
changes in the financial condition, assets or results
of operations of either Seller or Reef. Seller and
Reef are not aware of any circumstances unique to
them which may cause either of them to suffer any
material adverse change in their respective
businesses and operations.
(ix) Permits.
(a) The Permits (i) constitute all material
licenses, permits and governmental
authorizations necessary to construct,
implement, own, operate, manage and maintain
the Gas Project, and (ii) are in full force
and effect.
(b) The Permits (i) constitute all material
licenses, permits, and governmental
authorizations from the United States and
State of Texas necessary to construct,
implement, own, operate, manage, and
maintain the Liquids Project, and (ii) are
in full force and effect.
(c) Reef International is in full compliance
with all terms and conditions of the
Permits, the failure with which to comply
would have a materially adverse effect on
(i) Reef International, as Reef
International is currently operated, or (ii)
the Project. Seller and Reef International,
or either of them, have not received any
notice of any past, present or future events
or conditions which may interfere with
continued compliance with the Permits.
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(x) Taxes.
(a) Company and Reef have duly filed all tax
reports and returns required to be filed and
have duly paid all taxes and other charges
due or claimed to be due by federal, state,
local or foreign taxing authorities.
(b) The reserves for taxes reflected in the
Balance Sheet, if any, are reasonably
believed by Seller to be adequate and there
are no tax liens upon Reef, or any of its
assets, except liens for current taxes not
yet due.
(c) No issue has been raised by the Internal
Revenue Service (the "IRS") in any
examination of Reef's or Seller's federal
income tax returns which reasonably could be
expected to result in a proposed deficiency
for any period not so examined by the IRS.
Furthermore, no state of facts exists or has
existed which would constitute grounds for
the assessment of any tax liability against
Reef or Seller with respect to the periods
which have not been audited by the IRS.
(xi) Liens and Encumbrances. The assets of Reef are free
and clear of all liens and encumbrances. Further,
there are no claims, pending liabilities or
contingent liabilities against Reef or Seller not set
forth on the Disclosure Schedule which could
adversely affect the Properties and/or Sold Interest
from and after the Effective Time.
(xii) Bankruptcy. Seller and Reef or either of them have
not:
(a) made a general assignment of the benefit of
creditors;
(b) filed any voluntary petition for bankruptcy
or suffered the filing of any involuntary
petition by creditors;
(c) suffered the appointment of a receiver to
take possession of all or substantially of
their assets;
(d) suffered the attachment or other judicial
seizure of all or substantially all of their
assets;
(e) made an offer of settlement, extension or
composition to its creditors;
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(f) failed to pay debts or other obligations of
Reef as the same come due, except for those
creditors and amounts set forth on Exhibit C
which will be paid from the Purchase Price
at Closing; or
(g) failed to pay debts or other obligations of
Seller as the same come due, except for (i)
those creditors and amounts set forth on
Exhibit C which will be paid from the
Purchase Price at Closing; and (ii) those
creditors of Reef who are owed monies
allocable to the calendar year 2003, which
creditors and amounts are set forth on
Exhibit F hereto and will be paid by Buyer,
on behalf of Reef Ventures.
(xiii) Employment Liabilities. The Sold Interest can be
transferred to Buyer at Closing free and clear of any
employment contract attendant to the operation and
maintenance of Reef.
(xiv) Gas Contracts. The Gas Contracts are in full force
and effect and constitute all contracts necessary to
meet gas purchase and delivery commitments
contemplated in the Gas Project.
(xv) Contracts for Liquids Project. As of the Effective
Time, neither Seller nor Reef has entered into any
contractual agreements with third parties, other than
Blackrock Capital Corporation, whereby third parties
would have the right to participate in the Liquids
Project. Further, neither Seller nor Reef has entered
any marketing agreement, transportation agreement or
other contractual arrangement respecting the Liquids
Project as of the Effective Time.
(xvi) Violations of Law. Reef is not in violation of any
statute, law, rule or regulation or any judgment,
order, writ, injunction or decree of any court or
tribunal in any jurisdiction or any public,
governmental or regulatory body, agency, department,
commission, board, bureau, or other authority
(domestic or foreign) which would adversely affect
the Project, and no material expenditures are, or
based on present requirements will be, required of
Reef in order for it to comply or remain in
compliance with any such laws, statutes, rules,
regulations, orders, judgments, writs, injunctions or
decrees. Seller and Reef have not received any
notification of any asserted present or past failure
by Reef to comply with any such law, rule, regulation
or other requirements.
(xvii) Default. Neither Seller nor Reef is in default under
any obligation, contract, plan or arrangement, which
default or defaults would, singly or in the
aggregate, have a material adverse effect upon the
Sold Interest or Project subsequent to the Effective
Time.
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(xviii) Reef Payables. Upon payment at Closing to Reef's
creditors identified in Exhibits C and F of the
amounts set forth therein, 100% of all debts,
payables and other obligations of Reef as of the
Effective Time shall have been paid in full.
(b) Survival. The representations and warranties of Seller
contained in Section 3(a) above shall survive Closing for a
period of four years.
4. Representations of Buyer.
(a) Buyer hereby represents and warrants to Seller that:
(i) Organization and Qualification. (a) Impact is a
limited liability company duly formed and validity
existing under the law and jurisdiction of Oklahoma,
and (b) Coahuila is a limited liability company duly
formed and validly existing under the laws and
jurisdiction of Oklahoma.
(ii) Due Authorization. Buyer has full power to enter into
and perform its obligations under this Agreement and
has taken all proper action to authorize entering
into this Agreement and performance of its
obligations hereunder.
(iii) Approvals. Neither the execution and delivery of this
Agreement, nor the consummation of the transactions
contemplated hereby, nor the compliance with the
terms hereof, will result in any default under any
agreement or instrument to which Buyer is a party or
violate any order, writ, injunction, decree, statute,
rule or regulation applicable to Buyer.
(iv) Valid, Binding and Enforceable. This Agreement
constitutes the legal, valid and binding obligation
of Buyer, enforceable in accordance with its terms.
(v) Litigation. There are no pending suits, actions, or
other proceedings in which Buyer is a party (or, to
Buyer's knowledge, which have been threatened to be
instituted against Buyer) which affect the execution
and delivery of this Agreement or the consummation of
the transactions contemplated hereby.
(b) Survival. The representations and warranties of Buyer
contained in Section 4(a) above shall survive Closing for a
period of four years.
6. Closing. The closing (herein called the "Closing") of the transaction
contemplated hereby shall take place in the offices of Seller's
counsel, Pray, Walker, Jackman, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, on or before April 16, 2003
at 8:00 a.m. Central Daylight Savings Time, or at such other location,
date and time as the Buyer and Seller may mutually agree upon (such
location, date and time, as changed pursuant to mutual agreement of the
parties, being herein called the "Closing Date"). At the Closing:
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(a) Delivery of Assignment. Seller shall execute, acknowledge and
deliver to Buyer an assignment of the Sold Interest (the
"Assignment"), in the form attached hereto as Exhibit G.
(b) Payment to Seller. Buyer shall deliver to the Seller and the
third-party creditors of Seller and Reef identified in Exhibit
C, by wire transfer of immediately available funds to accounts
(designated by Seller and such third parties) in banks located
in the United States, an amount equal to the Purchase Price.
(c) Non-Foreign Status Affidavit. If Buyer so requests, Seller
will execute and deliver to Buyer an affidavit or other
certification (as permitted by such code) that Seller is not a
"foreign person" within the meaning of Section 1445 (or
similar provisions) of the Internal Revenue Code of 1986 as
amended (i.e., that Seller is not a non-resident alien,
foreign corporation, foreign partnership, foreign trust or
foreign estate as those terms are defined in such code and
regulations promulgated thereunder).
(d) Corporate Resolutions. Buyer and Seller shall deliver to the
other Secretary's Certificates, with board resolutions
attached, approving the transaction contemplated in this
Agreement and under the Agreement of Limited Partnership for
Reef Ventures, and authorizing their respective officers to
execute the contracts, assignments and other documents in
connection therewith.
7. Indemnifications.
(a) Indemnification by Seller. Seller shall and does hereby
indemnify, defend and hold harmless Reef and Buyer, their
respective subsidiary companies, partners and other
affiliates, and their respective officers, directors,
employees, attorneys, contractors and agents (hereinafter
collectively referred to as the "Buyer Group"), from and
against any and all claims, actions, causes of action,
demands, assessments, losses, damages, liabilities, judgments,
settlements, penalties, costs and expenses (including
reasonable attorneys' fees and expenses), of any nature
whatsoever (collectively, "Damages"), asserted against,
resulting to, imposed upon, or incurred by the Buyer Group,
directly or indirectly, by reason of or resulting from (i) any
breach by Seller of Seller's representations, warranties,
covenants or agreements contained in this Agreement
(collectively, "Buyer Claims"), to the extent and only to the
extent that such Buyer Claims arise and are communicated in
writing to Seller prior to the expiration of the four-year
anniversary of the Closing Date, and (ii) any claim which
relates to, arises from or is associated with Reef and/or the
Project for periods prior to the Effective Time, to the extent
and only to the extent that such claim arises and is
communicated in writing to Seller prior to the four-year
anniversary of the Closing Date.
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(b) Indemnification by Buyer. Buyer shall and does hereby
indemnify, defend and hold harmless Reef and Seller, and their
respective subsidiary companies, partners and other
affiliates, and their respective officers, directors,
employees, attorneys, contractors and agents (hereinafter
collectively referred to as the "Seller Group"), from and
against any and all Damages asserted against, resulting to,
imposed upon or incurred by the Seller Group, directly or
indirectly, by reason of or resulting from any breach by Buyer
of any of its representations, warranties, covenants or
agreements contained in this Agreement (collectively, "Seller
Claims"), to the extent and only to the extent that such
Seller Claims arise and are communicated in writing to Buyer
prior to the four-year anniversary of the Closing Date.
(c) Limitation on Liability. The indemnification obligations of
the parties hereto pursuant to this Section 7 shall be subject
to the following limitations:
(i) The amount of Damages required to be paid by any
party to indemnify any other party pursuant to this
Section 7(c) as a result of any Seller Claim or any
Buyer Claim shall be reduced to the extent of any
amounts actually received by such other party after
the Closing Date pursuant to the terms of the
insurance policies (if any) covering such claim.
(ii) The indemnification obligations of the parties
pursuant to this Agreement shall be limited to actual
Damages and shall not, except in the case of a
willful breach of this Agreement, include incidental,
consequential, indirect, punitive, or exemplary
Damages, provided that any incidental, consequential,
indirect, punitive, or exemplary Damages recovered by
a third party (including any governmental entities)
against a person entitled to indemnity pursuant to
this Section 7(c) shall be included in the Damages
recoverable under such indemnity.
(d) Procedure for Indemnification. Promptly after receipt by an
indemnified party under Section 7(a) or 7(b) of notice of the
commencement of any action, such indemnified party shall, if a
claim in respect thereof is to be made against an indemnifying
party under such Section, give written notice to the
indemnifying party of the commencement thereof. The failure so
to notify the indemnifying party shall relieve it of any
liability that it may have to any indemnified party with
respect to such action. In case any such action shall be
brought against an indemnified party and it shall give written
notice to the indemnifying party of the commencement thereof,
the indemnifying party shall be entitled to participate
therein and, to the extent that it may wish, to assume the
defense thereof with counsel reasonably satisfactory to such
indemnified party. If the indemnifying party elects to assume
the defense of such action, the indemnified party shall have
the right to employ separate counsel at its own expense and to
participate in the defense thereof. If the indemnifying party
elects not to assume (or fails to assume) the defense of such
action, the indemnified party shall be entitled to assume the
defense of such action with counsel of its own choice, at the
expense of the indemnifying party.
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8. No Commissions Owed. Seller agrees to indemnify and hold harmless Buyer
and Reef (and their affiliates, and their respective officers,
directors, employees, attorneys, contractors and agents of Buyer, Reef
and such affiliates) from and against any and all claims, actions,
causes of action, liabilities, damages, losses, costs or expenses
(including, without limitation, court costs and attorneys' fees) of any
kind or character arising out of or resulting from any agreement,
arrangement or understanding alleged to have been made by, or on behalf
of, Seller and/or Reef with any broker or finder in connection with
this Agreement or the transaction contemplated hereby. Buyer agrees to
indemnify and hold harmless Seller and Reef (and their affiliates, and
the respective officers, directors, employees, attorneys, contractors
and agents of Seller, Reef and such affiliates) from and against any
and all claims, actions, causes of action, liabilities, damages,
losses, costs or expenses (including, without limitation, court costs
and attorneys fees) of any kind or character arising out of or
resulting from any agreement, arrangement or understanding alleged to
have been made by, or on behalf of, Buyer with any broker or finder in
connection with this Agreement or the transaction contemplated hereby.
9. Notices. All notices and other communications required under this
Agreement shall (unless otherwise specifically provided herein) be in
writing and be delivered personally, by recognized commercial courier
or delivery service which provides a receipt, by fax (with receipt
acknowledged), or by registered or certified mail (postage prepaid), at
the following addresses:
If to Seller: Tidelands Oil & Gas Corporation
13330 Leopard, ▇▇▇▇▇ ▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
If to Buyer: Impact International, LLC
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇ ▇▇▇▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Coahuila Pipeline, LLC
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇ ▇▇▇▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Such notices and other communications will be considered as properly
made, given or served as follows: (i) if delivered in person, on the
date of the personal delivery; (ii) if sent by certified mail, on the
date which is five (5) business days after deposit of the same in the
United States mail, postage prepaid, addressed as set forth herein and
certified with return receipt requested; (iii) if sent by overnight
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courier, on the business day next following delivery of same to the
courier service, addressed as set forth herein; or (iv) if sent by
facsimile, on the date the facsimile is transmitted to the recipient,
as evidenced by the sender's confirmation. Either party may specify as
its proper address any other post office address within the continental
limits of the United States by giving notice to the other party, in the
manner provided in this Section, at least ten (10) days prior to the
effective date of such change of address.
9. Miscellaneous Matters.
(a) Further Assurances. Seller agrees that, after the Closing, it
shall execute and deliver, and shall otherwise cause to be
executed and delivered, from time to time, such further
instruments, notices, and other documents, and do such other
and further acts and things, as may be reasonably necessary to
(i) more fully and effectively grant, convey and assign the
Sold Interest to Buyer, and (ii) cure or otherwise remedy any
inaccuracy in Seller's representations and warranties under
this Agreement, discovered by Buyer after Closing and
materially affecting the Project.
(b) Parties Bear Own Expenses. Each party shall bear and pay all
expenses (including, without limitation, legal fees) incurred
by it in connection with the transaction contemplated by this
Agreement.
(c) Entire Agreement. This Agreement (together with the exhibits
hereto) contains the entire understanding of the parties
hereto with respect to subject matter hereof and supersedes
all prior agreements, understandings, negotiations, and
discussions among the parties with respect to such subject
matter.
(d) Amendments, Waivers. This Agreement may be amended, modified,
supplemented, restated or discharged (and provisions hereof
may be waived) only by an instrument in writing signed by the
party against whom enforcement of the amendment, modification,
supplement, restatement or discharge (or waiver) is sought.
(e) Choice of Law. Without regard to principles of conflicts of
law, this Agreement shall be construed and enforced in
accordance with and governed by the laws of Oklahoma
applicable to contracts made and to be performed entirely
within such state and the laws of the United States of
America, except that, to the extent that the law of a state or
country in which a portion of the properties comprising the
Project is located necessarily governs, the law of such state
or country shall apply as to that portion of the property
located in (or otherwise subject to the laws of ) such state
or country.
(f) Successors and Assigns. The Agreement shall be binding on and
inure to the benefit of the parties hereto and their
respective successors and assigns.
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(g) Counterpart Execution. This Agreement may be executed in
counterparts, all of which are identical and all of which
constitute one and the same instrument. It shall not be
necessary for Buyer and Seller to sign the same counterpart.
(h) Venue. This Agreement has been entered into in the county in
Oklahoma where Buyer's address for notice purposes is located,
and it shall be performable for all purposes in such county.
Courts within the State of Oklahoma, County of Tulsa, shall
have jurisdiction over any and all disputes arising under or
pertaining to this Agreement and venue for any such disputes
shall be in the county or judicial district where Seller's
address for notice purposes is located.
IN WITNESS WHEREOF, this Agreement is executed by the parties hereto on
the date set forth above.
"SELLER"
TIDELANDS OIL & GAS
CORPORATION
By:____________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇, President
"BUYER"
IMPACT INTERNATIONAL, LLC
by its Managing Member,
Impact Energy Services, LLC
By:____________________________
▇▇▇ ▇▇▇▇▇▇▇▇, Manager
COAHUILA PIPELINE, LLC
by its Sole Member,
Impact Energy Services, LLC
By:____________________________
▇▇▇ ▇▇▇▇▇▇▇▇, Manager
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