EXHIBIT 10.3
PURCHASE AND SALE AGREEMENT DATED AS OF
SEPTEMBER 20, 2014
BY AND BETWEEN
TEREX ENERGY CORPORATION
AND
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇
AND
▇▇▇▇▇▇ ▇. ▇▇▇▇
PURCHASE AND SALE AGREEMENT
This AGREEMENT, dated as of September 20, 2014 (the "Agreement"), by and
between Terex Energy Corporation ("TEREX") or ("Purchaser"), a Colorado
Corporation ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇ and
▇▇▇▇▇▇ ▇▇▇▇, an individual residents of the State of Nebraska , ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇, an individual resident of
..the State of Alaska, ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇ hereinafter sometimes referred to as ("Seller" or "
Sellers").
WHEREAS, Sellers own certain oil and gas leases in Sioux County Nebraska
and a certain well bore (▇▇▇▇▇▇ 1-15) and equipment located in ▇▇▇▇▇▇▇ County
Nebraska described in Exhibit A attached hereto, hereinafter referred to as the
("Interest"); and,
WHEREAS Sellers desire to sell and Purchaser desires to purchase the
Working Interest more specifically described in Exhibit A; and,
NOW, THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants and agreements set forth herein, and for
ONE HUNDRED DOLLARS and other good and valuable consideration the receipt and
adequacy of which are hereby acknowledged, and intending to be legally bound
hereby, the parties do hereby agree as follows:
ARTICLE I THE PURCHASE
SECTION 1.O1 Agreement to Purchase and Sell. Sellers hereby agree to sell,
transfer and assign one hundred percent (100%) of their right title and interest
to the properties located in Sioux, County, Nebraska as specifically described
in Exhibit A to Purchaser who agrees to purchase the Interest. The Net Revenue
Leasehold Estate to be acquired hereunder shall not be less than seventy five
percent. The Net Revenue Interest and working interest is further identified in
Exhibit A.
SECTION 1.02 Agreement to Purchase Interest. The Interest shall include the
following:
a. The oil and gas leases, mineral interest, contractual rights, rights
to explore, produce and develop, rights to drain, wellbore interest
and or properties listed and described in any ▇▇▇▇▇▇ on Exhibit A
including any renewals, extensions, ratifications and amendments to
such interest;
b. All oil and gas ▇▇▇▇▇, salt water disposals ▇▇▇▇▇, injection ▇▇▇▇▇ and
other ▇▇▇▇▇ located on or pooled or unitized with any of the leases,
as described in Exhibit A;
c. All structures, facilities, wellheads, tanks, pumps, compressors,
separators, heater treaters, valves, fittings, equipment, machinery,
fixtures, flowlines, pipelines, materials, tools, supplies,
improvements, and any other real or personal property located on, used
in
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the operations of, or relating to the production, treatment,
gathering, marketing, and sale of hydrocarbons, but excluding all of
the operators vehicles, equipment, supplies, tolls and other personal
property belonging to the operator;
d. To the extent transferable , all contracts, permits, rights-of-way,
easements, licenses, servitudes, transportation agreement agreements,
operating agreements or any other agreement, document or instrument
that is attributable to the Interest;
e. Copies of records relating to the leases, ▇▇▇▇▇, contracts and
facilities in possession of Seller.
SECTION 1.02 Purchase Price. As consideration for the sale of the Interest
Purchaser shall pay to Sellers or its respective designee, the following:.
The purchase price shall be due and payable at closing as follows:
(a) $25,000.00 to ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇ ▇▇▇▇
(b) $25,000.00 ▇▇▇▇▇▇ ▇▇▇▇
(c) A grant of 200,000 options to ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇ ▇▇▇▇ with an exercise
price of $.25
(d) A grant of 200,000 options to ▇▇▇▇▇▇ ▇▇▇▇ with an exercise price of
$.25.
(e) The options shall expire on September 30, 2017.
SECTION 1.03 No Brokers Purchaser is not a party to, or in any way
obligated hereunder, no does Purchaser have any knowledge of, any contract or
outstanding claim for the payment of any broker's or finder's fee in connection
with the performance with this Agreement.
SECTION 1.04 Conveyancing Instruments. The Interest to be conveyed by
Seller to Purchaser shall be conveyed "AS IS, WHERE IS" with the express
conditions and limitations contained in this Agreement, and they shall be
transferred pursuant to an Assignment and ▇▇▇▇ of Sale in substantially the form
of Exhibit B (the"Assignment") which shall contain a special warranty of title.
Such Special Warranty will limit the Seller's co.venants of warranty to
encumbrances and defects caused by the Seller and will require the Seller to
warrant and defend title for claims by , through or under the Seller, but
against none other.
SECTION 1.05 DISCLAIMER OF WARRANTY BY SELLER. EXCEPT AS EXPRESSLY PROVIDED
IN THIS AGREEMENT, SELLER MAKES THIS SALE TO PURCHASER WITHOUT ANY WARRANTY OF
TITLE AND IT IS UNDERSTOOD THAT PURCHASER TAKES THE INTEREST "AS IS" AND "WHERE
IS".
SECTION 1.06. Title Review. Notwithstanding Section 1.04 Seller, at the
expense of the Purchaser will provide Purchaser with a title review by the law
firm of ▇▇▇▇▇ & ▇▇▇▇▇▇ Attorneys at Law, Kimball, Nebraska which shall advise to
the title to the surface and minerals with a list of Landowners Royalty
Interest, Overriding Royalty Interest if any and Working Interest Ownership.
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SECTION 1.07 Adjustment to increase Purchase Price. The Purchase Price
shall be increased in accordance with this Section 1.07.
The purchase price will be increased by the amount of expenses incurred by
Seller attributable to the period after the Effective Date. The amount of any
property or ad valorem taxes assessed against the Seller that were paid by
Seller prior to the Effective Date but allocable to the period after the
Effective Date.
SECTION 1.08 Adjustment to decrease Purchase Price. The Purchase Price
shall be decreased by the following amounts:
The amount of any property or ad valorem taxes assessed against the Property
that will be paid by Purchaser after the Effective Date but allocable to the
period of time prior to the Effective Date.
SECTION 1.09 Effective Date of Sale. The effective date of the sale of the
properties described in section 1.10 shall be August 1, 2014.
SECTION 1.10 Closing Date. The Closing of this transaction shall be on or
before September 30, 2014 in the offices of Purchaser at 10 am MDST or such
other time and place as the Parties may agree.
SECTION 1.11 Closing Statement. Seller shall prepare and deliver to Buyer
an accounting statement to be executed at Closing no later than two business
days prior to Closing that shall set forth the adjustments to the Purchase
Price.
SECTION 1.12 Effective Date Production. The Effective date shall be based
on the production date of August 1, 2014.
ARTICLE TWO
DUE DILIGENCE
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SECTION 2.1 Review by Buyer. Buyer shall have reasonable access to Seller's
records pertaining to the Interest. Should Buyer discover a defect or as the
result of the review by counsel as provided in Section 1.06 discover that Seller
is unable to deliver an Net Revenue Interest as provided in Section 1.01
Purchaser may terminate this Agreement without any liability hereunder.
ARTICLE THREE
ASSUMPTION OF LIABILITIES AND INDEMNIFICATION.
SECTION 3.1
Abandonment Obligations. Buyer assumes and shall timely and fully satisfy
Seller's share of the Abandonment Obligations (as defined below) associated
with the Assets. As used herein, the term "Abandonment Obligations" shall
mean and include those obligations, defined by regulation as of the
Effective Date, associated with and liability for (i) the plugging and
abandonment of the ▇▇▇▇▇, (ii) the removal of pipelines used in connection
with the ▇▇▇▇▇, and (iii) the clearance, restoration and remediation of the
surface and cleanup and complete reclamation of the Leases associated with
the ▇▇▇▇▇.
SECTION 3.2
Contract Obligations. In its elections and for the operations of the
Assets, all on or after the Effective Date, Buyer shall observe and comply
with all covenants, terms, and provisions, express or implied, contained in
the Assumed Contracts and Buyer shall assume and be responsible for those
express obligations of Seller accruing under such Assumed Contracts on or
after the Effective Date. Ifany agreement or contract which is not an
Assumed Contract and which materially affects the value of the Assets is
discovered by Buyer or brought to Buyer's attention by a third party after
Closing, Seller and Buyer shall negotiate to resolve the assignment of
rights and the assumption of obligations under such agreement or contract.
SECTION 3.3
Buyer 's General Indemnification. Buyer shall indemnify, defend and hold
Seller, its directors, officers, employees, agents, consultants and
representatives and affiliated or parent companies and their directors,
officers, employees, agents, consultants and representatives (which
additional parties are hereinafter collectively referred to as the
"Seller's Parties") harmless from any and all Claims (as hereinafter
defined) arising out of, related to or connected with, directly or
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indirectly, Buyer's ownership or operation of the Assets or any part
thereof on or after the Effective Date (no matter when asserted), or
arising out of any of the obligations or liabilities assumed by Buyer
hereunder, including Claims relating to:
a. injury or death of any person whomsoever;
b. damages to or loss of any property or resources;
c. breach of contract;
d. common law causes of action such as negligence, strict liability,
nuisance or trespass; or
e. fault imposed by law or otherwise.
This indemnity and defense obligations applies regardless of cause or of
any negligent acts or omissions of Seller or Seller's Parties (including
sole negligence, concurrent negligence or strict liability of Seller or
Seller's Parties).
As used in any provision of this Agreement, "Claims" shall mean all
liabilities, losses, costs, damages, fees and expenses (including, without
limitation, expenses associated with investigation of claims, testing,
assessment and remedial actions), penalties, fines, obligations, judgments,
costs of investigation, attorney's fees, expert's fees and disbursements of
any kind or of any nature whatsoever, claims, actions, causes of action,
demands, filings, investigations, and all costs of any administrative
proceedings, arbitrations, settlements, mediations, suits or other legal
proceedings.
SECTION 3.4
Seller 's General Indemnification. Seller shall indemnify, defend and hold
Buyer, its directors, officers, employees, agents and representatives and
affiliated or parent companies (which additional parties are hereinafter
collectively referred to as the "Buyer's Parties") harmless from any and
all Claims arising out of, related to, or connected with Seller's breach of
any of its representations, warranties, covenants or agreements contained
in this Agreement.
SECTION 3.5
Assumption and Indemnification of Environmental Risk and Environmental
Liabilities by Buyer. At Closing, Buyer shall assume full responsibility
for, and shall comply with and perform all environmentally-related duties
and obligations with respect to the Assets for all periods of time, whether
before or after the Effective Date and shall indemnify, defend and hold
harmless Seller and the Seller's Parties from and against any and all
Claims under any Environmental Law (hereafter defined) with respect to the
Assets for such time period. The term "Environmental Law" means
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all applicable federal, state and local laws in effect as of the Closing
Date, including conunon law, relating to the protection of the public
health, welfare and environment, including, without limitation, those laws
relating to the generation, storage, handling, use, processing, treatment,
transportation, disposal or other management of any pollutants,
contaminants, toxins, or extremely hazardous substances, materials, wastes
constituents, compounds or chemicals that are regulated by, or may form the
basis of any liability, and such meaning does not include good or desirable
operating practices or standards that may be employed or adopted by other
oil and gas well operators or reconunended by any governmental authority.
ARTICLE FOUR
PROPERTY TAXES
SECTION 4.1 Allocation and Payment of Taxes. All property and ad valorem
taxes and charges imposed on any of the Assets for a taxable period that
includes the Effective Date shall be prorated among Buyer and Seller based on
the number of days that each party owns such Assets during such taxable period;
and each party shall be responsible for its prorated share of such taxes. Seller
shall be responsible for all oil and gas production taxes, severance taxes,
windfall profits taxes, and any other similar taxes applicable to Hydrocarbons
produced or drained from or attributable to the Leases or the Units prior to the
Effective Date, and Buyer shall be responsible for all such taxes applicable to
Hydrocarbons produced or drained from or attributable to the Leases or the Units
on and after the Effective Date. Both of the parties believe that the sale of
the Assets is one occasional sale exempt from sales or use taxes. In the event
that any such taxes would be assessed against the transaction, both parties will
cooperate in an attempt to eliminate or reduce such taxes.
ARTICLE FIVE
MISCELLANOUS PROVISOINS
SECTION 5.01 Power and Authority. Each party represents hereby that it has
all necessary and appropriate authority to execute, deliver and fulfill the
requirements imposed by this Agreement.
SECTION 5.02 Relationship of the Parties. It is not the intention or
purpose of the Parties to create hereunder any partnership, joint venture or
association relationship or the relationship of agency or employer and employee,
and neither this Agreement nor any of the operations hereunder shall be
construed as creating any such relationship.
SECTION 5.03 Litigation; Compliance with Laws
Seller represents that there are: (i) no claims, actions, suits,
investigations or proceedings pending or, to the knowledge of Seller, threatened
against, relating to or affecting Seller, the
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Interest, or that effect the execution delivery of this Agreement or the
consummation of the transactions contemplated hereby.
SECTION 5.04 Tax Matters
No representation is made with respect to the taxability of this
transaction.
SECTION 5. 05 Notices
All notices, requests and other communications to any party hereunder shall
be in writing and shall be deemed given or made as of the date delivered, if
delivered personally or by e-mail, one day after being delivered by overnight
courier or three days after being mailed by registered or certified mail
(postage prepaid, return receipt requested), to the parties at the following
addresses:
if to TEREX to: TEREX ENERGY CORPORATION
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
if to Sellers to: ▇▇▇▇▇ ▇▇▇▇ or ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
and
▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
or such other address or e-mail address as such party may hereafter specify for
the purpose by notice to the other party hereto.
SECTION 5.06 Amendment; Waiver
This Agreement may be amended, modified or supplemented, and waivers or
consents to departures from the provisions hereof may be given, provided that
the same are in writing and signed by or on behalf of the parties hereto.
SECTION 5. 07 Successors and Assigns
The provisions of this Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns,
provided that no party shall assign, delegate or otherwise transfer any of its
rights or obligations under this Agreement without the written consent of the
other party hereto.
SECTION 5.08 Governing Law
This Agreement shall be construed in accordance with and governed by the
law of the State of Colorado without regard to principles of conflict of laws.
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SECTION 5.09 Waiver of Jury Trial
Each party hereto hereby irrevocably and unconditionaily waives any rights
to a trial by jury in any legal action or proceeding in relation to this
Agreement and for any counterclaim therein.
SECTION 5.10 Consent to Jurisdiction
Each of the Parties hereby irrevocably and unconditionally submits to the
exclusive jurisdiction of any court of the State of Colorado or any federal
court sitting in Colorado for purposes of any suit, action or other proceeding
arising out of this Agreement and the Transaction Documents (and agrees not to
commence any action, suit or proceedings relating hereto or thereto except in
such courts). Each of the Parties agrees that service of any process, summons,
notice or document pursuant to the laws of the State of Colorado and on the
parties designated in Section 6 shall be effective service of process for any
action, suit or proceeding brought against it in any such court.
SECTION 5.11 Counterparts; Effectiveness
Facsimile transmissions of any executed original document and/or
retransmission of any executed facsimile transmission shall be deemed to be the
same as the delivery of an executed original. This Agreement may be signed in
any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
SECTION 5.12 Entire Agreement; No Third Party Beneficiaries; Rights of
Ownership
Except as expressly provided herein, this Agreement (including the
documents and the instruments referred to herein) constitute the entire
agreement and supersede all prior agreements and understandings, both written
and oral, among the parties with respect to the subject matter hereof. Except as
expressly provided herein, this Agreement is not intended to confer upon any
person other than the parties hereto any rights or remedies hereunder.
SECTION 5.13 Headings
The headings contained in this Agreement are for reference purposes only
and shall not in any way affect the meaning or interpretation of this Agreement.
SECITON 5.14 No Strict Construction
The parties hereto have participated jointly in the negotiation and
drafting of this Agreement. In the event an ambiguity or question of intent or
interpretation arises under any provision of this Agreement, this Agreement
shall be construed as if drafted jointly by the parties thereto, and no
presumption or burden of proof shall arise favoring or disfavoring any party by
virtue of the authorship of any of the provisions of this Agreement.
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SECTION 5.15 Severability
If any term or other provision of this Agreement is invalid, illegal or
unenforceable, all other provisions of this Agreement shall remain in full force
and effect so long as the economic or legal substance of the transactions
contemplated hereby is not affected in a manner that is materially adverse to
any party.
SECTION 5.16 Survival of representations and warranties.
None of the representations and warranties of the parties set forth in this
Agreement shall survive the Closing. Following the Closing Date with respect to
any particular representation or warranty, no party hereto shall have any
further liability with respect to such representation and warranty. None of the
covenants, agreements and obligations of the parties hereto shall survive the
Closing.
IN WITNESS WHEREOF, the parties hereto have caused this Purchase and Sale
Agreement to be duly executed as of the day and year first above written.
TEREX ENERGY CORPORATION
a Colorado Corporation
Purchaser
By:/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: CEO
SELLERS
/s/ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇
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/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇
EXHIBIT A
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EXHIBIT B
Form of Assignment and ▇▇▇▇ of Sale
THIS ASSIGNMENT AND ▇▇▇▇ OF SALE ("Assignment") dated September 30, 2014,
but effective from and after 7:00 a.m., September 1, 2014 (said latter date and
time hereinafter referred to as the "Effective Date"), is by and between ▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇ ("Assignor") and Terex Energy Corporation,
a Colorado Corporation, having an office at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ( "Assignee").
W I T N E S S E T H:
Conveyance. For and in consideration of the sum of One Hundred and No/ I 00
dollars ($100.00), cash in hand paid, and other valuable consideration,
including the assumption by Assignee of certain obligations and liabilities
described in that certain Purchase and Sale Agreement dated as of September 20,
2014, by and between Assignor, as Seller, and Assignee, as Buyer ("Purchase and
Sale Agreement"), the receipt and sufficiency of which are hereby acknowledged,
Assignor, subject to said Purchase and Sale Agreement (which Purchase and Sale
Agreement is incorporated herein by reference for all purposes), does hereby
sell, transfer, assign, convey, set over and deliver unto Assignee (without
warranty of any kind, express or implied, except that Assignor shall warrant
title to Assignee as to the Assets (as defined below), and in particular to the
working interests and net revenue interests shown on Exhibit A, against the
claims of all persons claiming an interest therein by, through or under
Assignor, hereinafter called the "Special Warranty"), with subrogation against
Assignor's predecessors in title, excluding Affiliates, subject to the terms
hereof, all of Assignor's rights, title and interests in and to the following
(collectively, the "Assets"):
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The oil and gas leases, mineral executive interests, contractual rights,
rights to explore, produce and develop, rights to drain, wellbore interests
and/or properties set forth in Exhibit A and further including, if applicable,
all renewals and extensions of those leases and all leases issued in
substitution therefore (any such rights or interests collectively referred to as
the "Leases").
Any unitization, pooling and/or communitization agreements, declarations,
designations or orders relating to the Leases and all of Assignor's interest in
and to the properties covered or units created thereby to the extent
attributable to the Leases (collectively, the "Units").
All oil and gas ▇▇▇▇▇, salt water disposal ▇▇▇▇▇, injection ▇▇▇▇▇ and other
▇▇▇▇▇ located on affecting or draining any of the Leases, within the Units or as
listed on Exhibit A (collectively, the "▇▇▇▇▇").
All structures, facilities, foundations, wellheads, tanks, pumps,
compressors, separators, heater treaters, valves, fittings, equipment,
machinery, fixtures, flowlines, pipelines, tubular goods, materials, tools,
supplies, improvements, and any other real, personal, immovable and mixed
property located on, used in the operation of, or relating to the production,
treatment, non-regulated transportation, gathering, marketing, sale, processing,
handling or disposal of hydrocarbons, water, and associated substances produced
from the Leases or the Units (the "Facilities").
all natural gas, casinghead gas, drip gasoline, natural gasoline, natural
gas liquids, condensate, products, crude oil and other hydrocarbons, whether
gaseous or liquid, produced or drained from or allocable to the Assets (as
hereinafter defined) on and after the Effective Date (the "Hydrocarbons").
To the extent transferable, all contracts, permits, rights-of-way,
easements, licenses, servitudes, transportation agreements, pooling agreements,
operating agreements, gas balancing agreements, participation and processing
agreements, confidentiality agreements, side letter agreements and any other
agreement, document or instrument listed on Exhibit A INSOFAR ONLY as they
directly relate and are attributable to the Leases, Units, ▇▇▇▇▇, Hydrocarbons,
or Facilities or the contractual and wellbore rights thereon or therein or the
ownership or operation thereof, or the production, treatment, non-regulated
transportation, gathering, marketing, sale, processing, handling disposal,
storage or transportation of hydrocarbons, water, or substances associated
therewith (the "Assumed Contracts").
Records relating to the Leases, Units, ▇▇▇▇▇, Hydrocarbons, Assumed
Contracts and Facilities in the possession of Assignor (the "Records") and
including as follows: all (i) lease, land, and division order files (including
any abstracts of title, title opinions, certificates of title, title curative
documents, and division orders contained therein), (ii) the Assumed Contracts;
(iii) all well, facility, operational, environmental, regulatory, compliance and
historic production files and (iv) all geological files relating to the Leases
(the "Geologic Data"), but not including
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any records which (A) Assignor is prohibited from transferring to Assignee by
law or existing contractual relationship, or which (B) constitute Excluded
Assets (as hereinafter defined in Section 2)
Exclusions and Reservations: Specifically excepted and reserved from this
Assignment are the following, hereinafter referred to as the "Excluded Assets":
Assignor's reserve estimates, economic analyses, pricing forecasts, legal
files or opinions (except abstracts of title, title opinions, certificates of
title, or title curative documents as provided in Section l.g above),
attorney-client communications or attorney work product, and records and
documents subject to confidentiality provisions, claims of privilege or other
restrictions on access.
All corporate, financial, and tax records of Assignor; however, Assignor
shall furnish Assignee with copies of any financial and tax records which
directly relate to the Assets, or which are necessary for Assignee's ownership,
administration, or operation of the Assets upon receipt of a written request
from Assignee indicating its desire to obtain copies, and the purpose for same.
All oil, gas and other liquid or gaseous hydrocarbons produced from or
attributable to Assignor's interest in the Assets with respect to all periods
prior to the Effective Date, together with all proceeds from the sale of such
hydrocarbons.
Claims of Assignor for refund of or loss carry forwards with respect to (i)
production, windfall profit, severance, ad valorem or any other taxes
attributable to the Assets for any period prior to the Effective Date, (ii)
income or franchise taxes.
All amounts due or payable to Assignor as adjustments or refunds under any
contracts or agreements affecting the Assets, with respect to periods prior to
the Effective Date, specifically including, without limitation, amounts
recoverable from audits under operating agreements and any overpayments of
royalties.
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.
All Assignor's patents, trade secrets, copyrights, names, marks and logos.
Assignor's service agreements and charter party agreements, storage or
warehouse agreements, supplier contracts, service contracts, insurance
contracts, and construction agreements.
TO HAVE AND TO HOLD the Assets unto Assignee, its successors and assigns
forever, subject to the terms, conditions and reservations set forth herein, in
the Leases, the Units, the Assumed Contracts, and in the Purchase and Sale
Agreement.
Purchase and Sale Agreement. This Assignment is made subject to the
unrecorded Purchase and Sale Agreement. Any term used herein and not defined in
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this Assignment shall have the Assets are not reduced or diminished in any
manner by the terms of the Purchase and Sale Agreement.
IN WITNESS WHEREOF, this Assignment is executed by the parties hereto
before the undersigned competent witnesses, as of the dates acknowledged below,
but effective the first day of September 2014.
Witnesses: ASSIGNOR:
/s/ ▇▇▇▇▇ ▇▇▇▇
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/s/ ▇▇▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇
STATE OF COLORADO )
)
COUNTY OF BROOMFIELD )
I, the undersigned, a Notary Public, in and for said County, in the State
aforesaid, do hereby certify that ▇▇▇▇▇ ▇▇▇▇ personally known to me to be the
same person whose name is subscribed to the foregoing instrument, appeared
before me this day in person, and acknowledge that ▇▇▇▇▇ ▇▇▇▇ signed, sealed and
delivered the said instrument as _____ free and voluntary act for the uses and
purposes therein set forth.
Given under my hand and seal this 19th day of November, 2014.
SEAL: /s/ ▇▇▇▇▇ ▇▇▇▇▇
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STATE OF COLORADO )
)
COUNTY OF BROOMFIELD )
I, the undersigned, a Notary Public, in and for said County, in the State
aforesaid, do hereby certify that ▇▇▇▇▇▇ ▇▇▇▇ personally known to me to be the
same person whose name is subscribed to the foregoing instrument, appeared
before me this day in person, and acknowledge that ▇▇▇ ▇▇▇▇ signed, sealed and
delivered the said instrument as _____ free and voluntary act for the uses and
purposes therein set forth.
Given under my hand and seal this 19th day of November, 2014.
SEAL: /s/ ▇▇▇▇▇ ▇▇▇▇▇
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STATE OF ALASKA )
)
COUNTY OF 3RD JUDICIAL DIST. )
I, the undersigned, a Notary Public, in and for said County, in the State
aforesaid, do hereby certify that ▇▇▇▇▇▇ ▇. ▇▇▇▇ personally known to me to be
the same person whose name is subscribed to the foregoing instrument, appeared
before me this day in person, and acknowledge that he signed, sealed and
delivered the said instrument as he free and voluntary act for the uses and
purposes therein set forth.
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Given under my hand and seal this 13 day of January 2015.
SEAL: /s/ ▇. ▇▇▇▇▇▇▇▇▇▇▇
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