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EXHIBIT 10.9
OIL AND GAS PROPERTY PURCHASE AGREEMENT
THIS AGREEMENT is made and entered into this 15th day of September,
1995, by and between CUMBERLAND COMPANIES, INC., (hereinafter referred to as
"CCI") a Nevada corporation, with its principal place of business at ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, and ▇▇▇▇▇▇▇ AND ▇▇▇▇▇▇
▇▇▇▇▇, having their principal place of business at 924 ▇▇▇▇▇▇▇▇▇, ▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
W I T N E S S E T H :
WHEREAS, ▇▇▇▇▇▇▇ AND ▇▇▇▇▇▇ ▇▇▇▇▇ have agreed to sell to CCI
certain interests in oil properties as set forth in Exhibit "A" attached
hereto.
1. Purchase Price.
In consideration for CCI purchasing the referenced property as
set forth in Exhibit "A", CCI shall pay the sum of Two Hundred
Seven Thousand, Five Hundred Fifteen Dollars and Fifty-Eight
Cents ($207,515.58). Effective date to be the date of this
Purchase and Sale Agreement. Said payment may be made in cash or
in common stock valued at Three Dollars ($3.00) per share, or a
combination of cash and stock. The common stock is to be Class A
Common Stock of CCI, subject to Rule 144 under the Securities Act
of 1933. Said shares shall have piggyback rights subject to terms
and conditions acceptable to an underwriter approved by the
management of CCI. Payment of the Two Hundred
Seven Thousand, Five Hundred Fifteen Dollars and Fifty-Eight
Cents ($207,515.58) shall be made as follows:
1.1 Fifty-Five Thousand Three Hundred Fifty-Seven Dollars and
Twenty-Two Cents ($55,357.22) payable in notes. (See
attached Promissory Note), and
1.2 One Hundred Fifty-Two Thousand, One Hundred Fifty-Eight
Dollars and Thirty-Six Cents ($152,158.36), payable in
Fifty Thousand Seven Hundred, Twenty (50,720) shares of
Common Stock.
2. Closing.
The completion of the contemplated transactions is herein
designated as the Closing which shall take place on or before
September 30, 1995, or such other date as the parties shall
mutually agree upon.
3. Warranties and Representations of Cumberland Companies, Inc.
3.1. Corporate Organization.
CCI is a corporation duly organized, validly existing and
in good standing under the laws of Nevada and is duly
qualified to do business and has full power and authority
to carry on its current business and to purchase, own, and
sell its assets and properties.
3.2 Corporate Authority.
The execution and delivery of this Agreement to ▇▇▇▇▇▇▇
AND ▇▇▇▇▇▇ ▇▇▇▇▇ and the carrying out of the
provisions hereof have been fully authorized by the Board
of Directors of CCI.
3.3 Binding Nature.
This Agreement shall be, when duly executed and delivered,
a legal and binding obligation of CCI, enforceable in
accordance with its terms.
3.4 Warranties and Representations.
No representation or warranty by CCI in this Agreement
contains, nor will it contain, any untrue statement or
omission, nor will it omit to state a material fact
necessary to make the statements contained herein not
misleading. All representations and warranties made by CCI
in this Agreement shall be true and correct as of the
Closing with the same force and effect as if they had
been made on and as of such date.
3.5 Litigation.
There are no pending, nor, to the best knowledge and
belief of CCI, threatened actions or proceedings
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before any court of administrative agency or other
authority which might or will materially or adversely
affect CCI's ability or right to perform all of CCI's
obligations hereunder.
4. Warranties and Representations of ▇▇▇▇▇▇▇ AND ▇▇▇▇▇▇ ▇▇▇▇▇
4.1 Property Title.
▇▇▇▇▇▇▇ AND ▇▇▇▇▇▇ ▇▇▇▇▇ hereby warrant and represent
that they have good and marketable title to the properties
and/or property interests, which are the subject to this
Agreement, and that the properties and/or property
interests are free and clear from any liens, or other
obligations, and that there is no litigation pending or
threatened against said properties and/or property
interests.
4.2 Authority to Sign.
▇▇▇▇▇▇▇ AND ▇▇▇▇▇▇ ▇▇▇▇▇ warrant and represent that
they have full authority, as owners of the properties
and/or property interests, to enter into this Agreement
with CCI.
4.3 Binding Nature.
This Agreement shall be, when duly executed and delivered,
a legal and binding obligation of ▇▇▇▇▇▇▇ AND ▇▇▇▇▇▇ ▇▇▇▇▇,
enforceable in accordance with its terms.
4.4 Warranties and Representations.
No representation or warranty by ▇▇▇▇▇▇▇ AND ▇▇▇▇▇▇ ▇▇▇▇▇
in this Agreement contains, nor will it contain, any
untrue statement or omission, nor will it omit to state a
material fact necessary to make the statements contained
herein not misleading. All representations and warranties
made by ▇▇▇▇▇▇▇ AND ▇▇▇▇▇▇ ▇▇▇▇▇ in this Agreement shall
be true and correct as of the Closing with the same force
and effect as if they had been made on and as of such date.
4.5 Litigation.
There are no pending, nor to the best knowledge and belief
of ▇▇▇▇▇▇▇ AND ▇▇▇▇▇▇ ▇▇▇▇▇, threatened actions or
proceedings before any court or administrative agency or
other authority which might or will materially or
adversely affect ▇▇▇▇▇▇▇ AND ▇▇▇▇▇▇ ▇▇▇▇▇' obligations
hereunder.
5. Miscellaneous
5.1 Brokerage.
Each party hereto represents and warrants to the other
that no broker or finder is entitled to any commission, or
similar fees, in connection with the making and carrying
out of this Agreement.
5.2 Sales Tax.
Any sales taxes which may be payable in connection with
the transfer of the assets described shall be borne solely
by ▇▇▇▇▇▇▇ AND ▇▇▇▇▇▇ ▇▇▇▇▇.
5.3 Notices and Communications.
Any notice, payment request, instruction, or other
document to be delivered hereunder shall be deemed
sufficiently given if in writing and delivered personally
or mailed by Certified Mail, postage prepaid, if to CCI
addressed to CUMBERLAND COMPANIES, INC. at the address
first set forth above, and if addressed to ▇▇▇▇▇▇▇ AND
▇▇▇▇▇▇ ▇▇▇▇▇, at the address first set forth above,
unless in each case CCI or ▇▇▇▇▇▇▇ AND ▇▇▇▇▇▇ ▇▇▇▇▇
shall have notified the other in writing of a different
address.
5.4 Non-Waiver.
No delay or failure on their part or either part in
exercising any right hereunder, and no partial or single
exercise thereof, will constitute a waiver of such right
or any other right hereunder.
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5.5 Headings.
Headings in this Agreement are for convenience only and
are not to be used for interpreting or construing any
provision hereof.
5.6 Governing Law.
This Agreement shall be construed in accordance with and
governed by the laws of the State of Nevada.
5.7 Counterparts.
This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original
but all of which together shall constitute one and the
same instrument.
5.8 Binding Nature.
The provisions of this Agreement shall be binding upon and
inure to the benefit of each of the parties hereto and
their respective successors and/or assigns.
5.9 Survival of Representations and Warranties.
Except as otherwise expressly provided in this Agreement or
the Exhibit "A" attached, the representations and
warranties of CCI and ▇▇▇▇▇▇▇ AND ▇▇▇▇▇▇ ▇▇▇▇▇ extended
hereunder shall survive the Closing. Each party against
whom liability is asserted under the provisions of this
Agreement shall be given the opportunity to participate,
directly or through its authorized representative, at the
cost and expense, in the conduct of any negotiations
relating to the statements of any liability or any other
proceeding instituted by any third party against either CCI
or ▇▇▇▇▇▇▇ AND ▇▇▇▇▇▇ ▇▇▇▇▇, as the case may be, giving
rise to alleged breach.
5.10 Expenses.
Except as otherwise expressly provided herein, each party
shall pay all of its own expenses incidental to the
negotiations and preparation of the documentation relating
to this Agreement and for entering into and carrying out
the terms and conditions of this Agreement and
consummating the transactions, irrespective of whether the
transactions contemplated shall be consummated.
5.11 Payment of Taxes.
All fees, costs, charges, and expenses payable to any
federal, state, or municipal authority, including without
limitations, all filing fees, documentary stamps and
transfer, sales and other taxes required to be paid, or
imposed in connection with the transfer of any of ▇▇▇▇▇▇▇
AND ▇▇▇▇▇▇ ▇▇▇▇▇' assets pursuant to the terms of this
Agreement shall be paid by ▇▇▇▇▇▇▇ AND ▇▇▇▇▇▇ ▇▇▇▇▇.
5.12 Amendments, Successors and Assigns.
This Agreement may be amended only by an instrument signed
by the authorized representatives of the parties hereto.
Neither party may assign any of its rights, obligations,
or liabilities arising hereunder without the prior written
consent of the other, except as otherwise provided herein,
and any such assignment or attempted assignment shall be
null and void.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their authorized representatives as of the date first above
written.
CUMBERLAND COMPANIES, INC.
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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▇. ▇. ▇▇▇▇▇▇▇, President ▇▇▇▇▇▇▇ ▇▇▇▇▇
Date: September 22, 1995 /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇
Date: September 21, 1995
-----------------------------------
ATTEST: [SEAL]
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ 3 State of Colorado
------------------------------ County of Montrose
▇▇▇▇▇ ▇▇▇▇▇▇, Assistant Secretary
Subscribed and sworn to before me this
21st day of September, 1995, by ▇▇▇▇▇▇▇
▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------
Notary Public
MY COMMISSION EXPIRES 3/27/99
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E X H I B I T " A "
▇▇▇▇▇▇▇ - ▇▇▇▇▇▇▇▇ PROJECT
WELL LISTING
▇▇▇▇▇ WELL NO. LEASE NO.
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▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ 43-(037850) _____________
▇▇▇▇▇▇▇ #1 Well 43-(036010) ▇▇-▇▇▇▇,▇,▇,▇
▇▇▇▇▇▇▇ #2 Well 43-(036015) ▇▇-▇▇▇▇,▇,▇,▇
▇▇▇▇▇▇▇ #3 Well 43-(036020) 43-001A,B,C,D
▇▇▇▇ ▇▇▇▇▇▇▇▇ Well 43-(037855) 43-002 A - H
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ #1 Well 43-(037865) 43-003 A - Q
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 2D Well 43-(______) 43-003 A - Q
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Well 43-(037860) 43-_________
LEASE LISTING
LEASE NO. DESCRIPTION OF LEASES
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43-001A Oil, Gas and Mineral Lease dated August 1, 1981, from ▇▇▇▇▇▇▇
▇▇▇▇▇, as Lessor, to ▇▇▇▇ ▇▇▇▇▇▇, as Lessee, recorded in Volume
572, Page 435, Deed Records of Palo Pinto County, Texas.
43-001B Oil, Gas and Mineral Lease dated August 1, 1981, from ▇▇▇▇▇▇
▇▇▇▇▇, as Lessor, to ▇▇▇▇ ▇▇▇▇▇▇, as Lessee, recorded in Volume
573, Page 733, Deed Records of Palo Pinto County, Texas.
43-001C Oil, Gas and Mineral Lease dated July 23, 1980, from ▇▇▇▇▇
Partnership, Ltd., an Oklahoma Limited Partnership, and The
▇▇▇▇▇ ▇▇▇▇▇▇ Trust, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇, Trustees, as Lessors, to ▇▇▇▇ ▇▇▇▇▇▇, as Lessee,
recorded in Volume 552, Page 629, Deed Records of Palo Pinto
County, Texas.
43-001D Oil, Gas and Mineral Lease dated July 31, 1980, from Westheimer-
Neustadt Corporation, a Delaware Corporation, as Lessor, to ▇▇▇▇
▇▇▇▇▇▇, as Lessee, recorded in Volume 552, Page 626, Deed Records
of Palo Pinto County, Texas.
43-002A Oil, Gas and Mineral Lease dated January 2, 1984, from ▇▇▇ ▇.
▇▇▇▇▇, as Court appointed Receiver for Great Central Oil Company,
▇. ▇. ▇▇▇▇▇▇▇, W. A. ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇. ▇. ▇▇▇▇▇▇,
as Lessors, to Austex Energy, Inc., as Lessee, recorded in Volume
632, Page 580, Deed Records of Palo Pinto County, Texas.
43-002B Oil, Gas and Mineral Lease dated January 2, 1984, from ▇▇▇▇ ▇.
▇▇▇▇▇▇▇ ▇▇▇▇▇, as Lessor, to Austex Energy, Inc., as Lessee,
recorded in Volume 632, Page 582, Deed Records of Palo Pinto
County, Texas.
43-002C Oil, Gas and Mineral Lease dated January 21, 1984, from ▇. ▇.
▇▇▇▇▇▇▇, as Lessor, to Austex Energy, Inc., as Lessee, recorded
in Volume 632, Page 584, Deed Records of Palo Pinto County,
Texas.
43-002D Oil, Gas and Mineral Lease dated January 2, 1984, from Truma ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, as Lessor, to Austex Energy, Inc., as Lessee,
recorded in Volume 632, Page 588, Deed Records of Palo Pinto
County, Texas.
43-002E Oil, Gas and Mineral Lease dated January 17, 1984, from ▇▇▇▇▇▇ ▇.
▇▇▇▇▇, as Lessor, to Austex Energy, Inc., as Lessee, recorded in
Volume 623, Page 112, Deed Records of Palo Pinto County, Texas.
43-002F Oil, Gas and Mineral Lease dated January 2, 1984, from ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, as Lessor, to Austex Energy, Inc., as Lessee,
recorded in Volume 632, Page 586, Deed Records of Palo Pinto
County, Texas.
43-002G Oil, Gas and Mineral Lease dated January 6, 1984, from ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇, as Lessors, to ▇▇▇▇ ▇▇▇▇▇▇, as
Lessee, recorded in Volume 617, Page 314, Deed Records of Palo
Pinto County, Texas.
43-002H Oil, Gas and Mineral Lease dated February 15, 1981, from ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇, as Lessor, to ▇▇▇▇ ▇▇▇▇▇▇, as Lessee, recorded in
Volume 562, Page 515, Deed Records of Palo Pinto County, Texas.
43-003A Oil, Gas and Mineral Lease dated January 6, 1982, from ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, as Lessor, to ▇▇▇▇ ▇▇▇▇▇▇, as Lessee, recorded
in Volume 584, Page 545, Deed Records of Palo Pinto County,
Texas.
43-003B Oil, Gas and Mineral Lease dated January 6, 1984, from ▇. ▇.
▇▇▇▇▇▇▇, as Lessor, to ▇▇▇▇ ▇▇▇▇▇▇, as Lessee, recorded in Volume
584, Page 548, Deed Records of Palo Pinto County, Texas.
43-003C Oil, Gas and Mineral Lease dated June _, 1980, but executed as of
November 8, 1980, from ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇,
as Lessor, to ▇▇▇▇ ▇▇▇▇▇▇, as Lessee, recorded in Volume 559,
Page 212, Deed Records of Palo Pinto County, Texas.
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43-003D Oil, Gas and Mineral Lease dated November 25, 1980, from ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ and wife, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, as Lessors, to ▇▇▇▇ ▇▇▇▇▇▇,
as Lessee, recorded in Volume 557, Page 965, Deed Records of Palo
Pinto County, Texas.
43-003E Oil, Gas and Mineral Lease dated August _, 1980, from ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Duck, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇. ▇. ▇▇▇▇▇▇▇,
as Lessors, to ▇▇▇▇ ▇▇▇▇▇▇, as Lessee, recorded in Volume 571,
Page 362, Deed Records of Palo Pinto County, Texas.
43-003F Oil, Gas and Mineral Lease dated August _, 1980, from ▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇ and ▇. ▇. ▇▇▇▇▇▇▇▇, as Lessors, to ▇▇▇▇ ▇▇▇▇▇▇, as
Lessee, recorded in Volume 553, Page 554, Deed Records of Palo
Pinto County, Texas.
43-003G Oil, Gas and Mineral Lease dated July 1, 1980, from ▇▇▇▇▇▇ ▇.
▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇),
as Lessors, to ▇▇▇▇ ▇▇▇▇▇▇, as Lessee, recorded in Volume 553,
Page 550, Deed Records of Palo Pinto County, Texas.
43-003H Oil, Gas and Mineral Lease dated August __, 1980, from ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇, Truma ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇, as Lessors, to ▇▇▇▇ ▇▇▇▇▇▇, as Lessee, recorded in
Volume 553, Page 558, Deed Records of Palo Pinto County, Texas.
43-003I Oil, Gas and Mineral Lease dated August _, 1980, from ▇▇▇▇▇▇ ▇▇▇▇▇
Blake, through her attorney-in-fact, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, as
Lessor, to ▇▇▇▇ ▇▇▇▇▇▇, as Lessee, recorded in Volume 557, Page
961, Deed Records of Palo Pinto County, Texas.
43-003J Oil, Gas and Mineral Lease dated August 15, 1981, from ▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇ ▇▇▇▇, as Lessor, to ▇▇▇▇ ▇▇▇▇▇▇, as Lessee, recorded in
Volume 572, Page 437, Deed Records of Palo Pinto County, Texas.
43-003K Oil, Gas and Mineral Lease dated September _, 1980, from ▇▇▇▇
▇▇▇▇▇, as Lessor, to ▇▇▇▇ ▇▇▇▇▇▇, as Lessee, recorded in Volume
555, Page 888, Deed Records of Palo Pinto County, Texas.
43-003L Oil, Gas and Mineral Lease dated September _, 1980, from ▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇, ▇▇., and wife, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as Lessors, to ▇▇▇▇
▇▇▇▇▇▇, as Lessee, recorded in Volume 555, Page 885, Deed Records
of Palo Pinto County, Texas.
43-003M Oil, Gas and Mineral Lease dated September _, 1980, from Col.
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as Lessor, to ▇▇▇▇ ▇▇▇▇▇▇, as Lessee, recorded
in Volume 555, Page 882, Deed Records of Palo Pinto County, Texas.
43-003N Oil, Gas and Mineral Lease dated September _, 1980, from ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, as Lessor, to ▇▇▇▇ ▇▇▇▇▇▇, as Lessee, recorded
in Volume 557, Page 364, Deed Records of Palo Pinto County,
Texas.
43-003O Oil, Gas and Mineral Lease dated September _, 1980, from ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, as Lessor, to ▇▇▇▇ ▇▇▇▇▇▇, as Lessee, recorded
in Volume 557, Page 359, Deed Records of Palo Pinto County,
Texas.
43-003P Oil, Gas and Mineral Lease dated October 30, 1980, from A. D.
▇▇▇▇▇▇▇▇, and wife, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, as Lessors, to ▇▇▇▇
▇▇▇▇▇▇, as Lessee, recorded in Volume 557, Page 356, Deed Records
of Palo Pinto County, Texas.
43-003Q Oil, Gas and Mineral Lease dated June 15, 1981, from ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, as Lessor, to ▇▇▇▇ ▇▇▇▇▇▇, as Lessee, recorded
in Volume 569, Page 480, Deed Records of Palo Pinto County,
Texas.
43-004A Oil, Gas and Mineral Lease dated November 25, 1980, from ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ and wife, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, as Lessors, to ▇▇▇▇ ▇▇▇▇▇▇,
as Lessee, recorded in Volume 557, Page 965, Deed Records of Palo
Pinto County, Texas.
43-004B Oil, Gas and Mineral Lease dated July 31, 1980, from Westheimer-
Neustadt Corporation, a Delaware Corporation, as Lessor, to ▇▇▇▇
▇▇▇▇▇▇, as Lessee, recorded in Volume 552, Page 623, Deed Records
of Palo Pinto County, Texas.