PURCHASE AND SALE AGREEMENT
This
Purchase and Sale Agreement (this “Agreement”)
is
made and entered into this 18th day of June, 2007, but shall be effective as
of
7:00 a.m. Central Standard Time on the 1st
day of
June, 2007 (the “Effective
Time”),
by
and between Miss-Xxx Petroleum LLC, a Louisiana limited liability company,
whose
address is 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000 (hereinafter
referred to as “Miss-Xxx”
or
“Seller”)
and
Affiliated Holdings, Inc., a Texas corporation, whose address is 0000 Xxxxxxxxxx
Xxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000 (hereinafter referred to as “Affiliated”
or
“Buyer”)(sometimes
herein Seller and Buyer are collectively called the “Parties”
and,
individually, called a “Party”).
RECITALS
Whereas,
pursuant to that certain Act of Sale and Assignment, dated effective as of
August 1, 2003, recorded in Conveyance Book 946, Page 704, under File No. 598664
of the records of Xxxxxxxxx Xxxxx Parish, Louisiana (the “Prior
Act of Sale
and Assignment”),
Plymouth Resource Group II, Inc. (“Plymouth”)
conveyed to Miss-Xxx an undivided fifty percent (50%) interest in and
to:
(a) The
oil,
gas and mineral leases and other mineral rights and interests described in
Exhibit
A-l,
together with an undivided fifty percent (50%) interest in and to the rights
of
Plymouth in respect of any pooled, communitized or unitized acreage of which
any
such interest is a part (collectively, the “Leasehold
Interests”);
(b) The
xxxxx
described in Exhibit
A-2
(the
“Xxxxx”);
and
(c) The
immovable property described in Exhibit
A-3
(the
“Land”);
Whereas,
such undivided interests in and to the Leasehold Interests, the Xxxxx, and
the
Land are: (i) to Seller’s knowledge the same undivided interests in and to the
properties described in the Prior Act of Sale and Assignment; and (ii) referred
to hereafter as the “Subject
Properties”);
Whereas,
together with the Subject Properties, Seller desires to sell to Buyer, and
Buyer
desires to purchase from Seller, the following:
(a) All
of
Seller’s right, title, and interest in and to all of the immovable, movable and
mixed property of Seller, or in which Seller owns an interest, that is
attributable or allocable to the Leasehold Interests and used or held for use
in
connection with the exploration, development, operation or maintenance of any
of
the Leasehold Interests or the production, treatment, measurement, storage,
gathering, transportation or marketing of oil, gas or other hydrocarbons
attributable to the Leasehold Interests (or the interests of others therein),
including, without limitation: (i) all xxxxx, platforms, equipment and
facilities that, as of the Effective Time were used or held for use in
connection with the exploration, development, operation or maintenance of any
Leasehold Interests or the production, treatment, measurement, storage,
gathering, transportation or marketing of oil, gas or other hydrocarbons
attributable to the Leasehold Interests, including, without limitation, the
Xxxxx (including saltwater disposal xxxxx, if any), well equipment, casing,
tanks, gas separation and field processing units, portable and permanent well
test equipment, buildings, tubing, pumps, motors, fixtures, machinery,
materials, supplies, inventory, telephone and communication equipment, computing
equipment and other equipment, pipelines, gathering systems, power lines,
telephone and telegraph lines, roads, vehicles, gas processing plants and other
property used in the operation thereof: (ii) all oil and gas and other
hydrocarbon volumes produced on or after the Effective Time; and (iii) all
other
rights, privileges, benefits, powers, and appurtenances conferred upon Seller
or
the owner and holder of the Leasehold Interests, including, without limitation,
all rights, privileges, benefits and powers of Seller with respect to the use
and occupation of the surface of, and subsurface depths under, the land covered
by each Leasehold Interest, which may be necessary, convenient or incidental
to
the possession and enjoyment of such Leasehold Interest (collectively, the
“Related
Property”);
(b) All
of
Seller’s right, title, and interest in and to all original files, records, data,
information and documentation of Seller (or if originals are not available,
copies of such items) pertaining to or evidencing Seller’s use, ownership or
operation of any of the assets, or the maintenance or operation thereof, or
to
any units in which any of the Leasehold Interests may be included or to the
producing, treating, measuring, processing, storing, gathering, transporting
or
marketing of oil and gas attributable to the Leasehold Interests or such units
and water, brine or other minerals and products produced in association
therewith, including, without limitation, lease files, land files, well files,
production sales agreement files, division order files, title opinions and
abstracts, legal records (excluding any records or information the disclosure
of
which would result in the waiver of an attorney-client privilege), tax records,
financial and accounting records, governmental, tribal and regulatory filings
and permits, environmental records, and, except to the extent the transfer
thereof may not be made without violating applicable contractual restrictions,
geological and geophysical data, seismic records, production reports, maps,
and
computer software (collectively, the “Records”);
(c) All
rights of Seller in and to those instruments and agreements listed on
Exhibit
A-l
hereto,
the other instruments and agreements under which Seller’s interests in the
Leasehold Interests arise, and all other agreements and contractual rights,
easements, rights-of-way, servitudes, and other rights, privileges, and benefits
to the extent relating to the Leasehold Interests, the Xxxxx, the Land, and
the
Records, including, without limitation, all rights of Seller in, to and under
or
derived from all production sales contracts, operating agreements, pooling,
unitization or communitization agreements, purchase, exchange or processing
agreements, production handling agreements, surface leases, easements or
rights-of-way, farmout or farmin agreements, dry hole or bottom hole
contribution agreements, seismic agreements, permits, licenses, options, orders
and all other contracts, agreements and instruments relating to the exploration
for, or the development, production, storage, gathering, treatment,
transportation, processing, or sale or disposal of oil, gas, other hydrocarbons,
other minerals, water, brine or other substances from any Leasehold Interest
or
any units of which they are a part (collectively, the “Rights”)( the
Subject Properties, the Related Property, the Records, and the Rights are herein
collectively called the “Assets”);
and
Whereas,
Seller desires to sell to Buyer, and Buyer desires to purchase from Seller,
the
Assets on the terms and conditions set forth in this Agreement.
NOW,
THEREFORE, for and in consideration of the premises and of the mutual covenants
and agreements contained herein, on the Closing Date (as such term is defined
hereinafter), but effective as of the Effective Time, Seller agrees to sell
and
convey to Buyer, and Buyer agrees to purchase and pay for, the Assets, pursuant
to the following terms and conditions:
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(1)
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PURCHASE
PRICE.
The purchase price for the sale of the Assets by Seller to Buyer
is FIVE
HUNDRED AND NO/100 DOLLARS ($500,000) (the “Purchase
Price”),
to which amount shall be applied a deposit that has been paid by
Buyer to
Seller, the receipt of such deposit and full acquittance therefor
are
hereby acknowledged by Seller, in the amount of SEVEN THOUSAND FIVE
HUNDRED AND NO/100 DOLLARS ($7,500), and shall be payable to Seller
by
Buyer as set forth hereinafter.
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(2)
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DUE
DILIGENCE.
Prior to Closing, as that term is defined hereinafter, Seller will
provide
access to Buyer to all contract and title information pertaining
to the
Assets available in Seller’s files. Prior to Closing, Buyer will cause the
appropriate public records to be examined in order to assess Seller’s
title to the Subject Properties. In the event a significant title
defect
is discovered prior to Closing which, in Buyer’s opinion, cannot be cured
within sixty (60) days from the discovery thereof, Seller and Buyer
shall
endeavor to reach a mutually acceptable understanding in writing
with
respect thereto, failing which Buyer may terminate its obligation
to
purchase the Assets pursuant to Section (20) and, upon such termination,
Seller’s obligation to sell the Assets shall terminate, and neither Party
shall have any other obligations with respect to the matters set
forth in
this Agreement.
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(3)
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FORM
OF ASSIGNMENT.
At
Closing, Seller and Buyer shall execute, acknowledge, and deliver
to each
other the Assignment and Xxxx of Sale in the form attached hereto
and
identified as Exhibit
B
(the “Assignment”).
In the Assignment, Seller shall bind itself and its respective successors
and assigns to warrant title to the Assets unto Buyer, its successors
and
assigns, against every person whomsoever lawfully claiming or to
claim the
same or any part thereof by, through and under Seller, but not otherwise,
and with full substitution and subrogation of Buyer in and to: (i)
all
warranties of title heretofore made by Seller’s predecessors in title in
respect of the Assets; and (ii) all rights and actions which Seller
has or
may have against all preceding owners and
vendors.
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(4)
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WARRANTY.
Except as to the limited warranty of title described in Section (3)
and
set forth in the Assignment, the Assets shall be sold without warranty
of
title, either express or implied, as to description, title, condition,
quality, fitness for purpose, merchantability or completeness or
otherwise, and with full substitution and subrogation in and to all
rights
and actions of warranty which Seller has or may have against all
preceding
owners and vendors. Further, any movable or tangible property situated
on
and comprising a portion of the Assets is sold on an “as is, where is”
basis without any warranty, either express or implied, as to title,
value,
quality, condition or fitness for any
purpose.
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(5)
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EXISTING
OBLIGATIONS.
Seller warrants that the Assets will be sold by Seller to Buyer free
and
clear of all liens or encumbrances of any kind or character placed
thereon
by or through Seller. The Assets, however, will be sold by Seller
to Buyer
subject to the following contracts , and the Assets shall be deemed
to
include all of Seller’s rights and interests (and Seller’s obligations) in
and to such contracts on and after the Effective Time,
to-wit:
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(a)
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Prior
Act of Sale and Assignment, including the rights and interests expressly
reserved therein by Plymouth;
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(b)
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Joint
Operating Agreement dated November 4, 2006, executed by and between
Plymouth, as Operator, and Miss-Xxx, as Non-Operator;
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(c)
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Letter
Agreement - Recompletion of Empire #5 Welsh Field, Xxxxxxxxx Xxxxx
Parish,
Louisiana, , executed by and between Miss-Xxx, EK Oil Company, Inc.
(“EK”)
and Xxxxxx & Xxxxxx, LLC (“Xxxxxx”), as owners, and Xxxxx Xxxxxx,
agreed and accepted on November 22,
2006;
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(d)
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Letter
Agreement - Recompletion of Empire #5 Welsh Field Xxxxxxxxx Xxxxx
Parish,
Louisiana, executed by and between Miss-Xxx, EK and Xxxxxx, as owners,
and
Xxxxxx X. X’Xxxxxx, agreed to and accepted on November 20,
2006;
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(e)
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Letter
Agreement - Recompletion of Empire #5 Welsh Field Xxxxxxxxx Xxxxx
Parish,
Louisiana, executed by and between Miss-Xxx, EK and Xxxxxx, as owners,
and
Xxxx Xxxxxxxxx, agreed to and accepted on November ___,
2006;
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(f)
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Letter
Agreement - Recompletion of Empire #5 Welsh Field Xxxxxxxxx Xxxxx
Parish,
Louisiana, executed by and between Miss-Xxx, EK and Xxxxxx, as owners,
and
Xxxxxx Xxxxx, agreed to and accepted on November 23, 2006;
and
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(g)
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Letter
Agreement - Plymouth Resource Group II, Inc. - Empire No. 5 Welsh
Field,
Xxxxxxxxx Xxxxx Parish, Louisiana, executed by and between Miss-Xxx,
EK
and Xxxxxx, as owners, and Xxxx Xxxxx, agreed to and accepted on
February
13, 2007.
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(6)
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CONSENTS
TO ASSIGN AND/OR PREFERENTIAL RIGHTS TO PURCHASE.
Seller represents to Buyer that the Assets are not subject to any
third
party preferential rights to purchase, rights of first refusal, other
rights of preference in favor of third persons, restrictions on
assignment, or consents to assign except (i) to the extent applicable,
the
approval of the State Mineral Board of the State of Louisiana with
respect
to any transfer of a state lease, which governmental approval must
be
obtained subsequent to the execution of the Assignment and Closing,
and
(ii) the approval of North American Land Company, L.L.C. with respect
to
the North American Lease, as discussed under Section (32)
below.
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(7)
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INDEMNIFICATION.
If
Closing occurs, Buyer shall assume full responsibility for the Assets
on
and after the Effective Time and shall fully defend, protect, indemnify
and hold Seller, its officers, directors, employees and agents, harmless
(and keep Seller, its officers, directors, employees and agents,
harmless)
from and against any and all losses, claims, demands, suits, expenses,
including reasonable attorney’s fees, court costs and costs of
investigation, causes of action, and any sanctions of any kind and
character (including reasonable attorney’s fees, court costs and cost of
investigation) which may be made or asserted by Buyer, Buyer’s assigns,
Buyer’s employees, agents, contractors and subcontractors and employees
thereof, or by any third persons, on account of personal injury,
death or
property damage, including claims for pollution, environmental damage,
and
regulatory compliance, any fines or penalties assessed on account
of such
damage and causes of action alleging statutory liability, caused
by,
arising out of, or in any way incidental to the ownership of or operations
conducted on the Subject Properties on and after the Effective Time.
Further, Buyer expressly assumes Seller’s proportionate share of all
costs, expenses, obligations and liabilities associated with the
proper
plugging and abandonment and removal of all xxxxx and facilities,
if any,
presently situated on the Subject
Properties.
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If
Closing occurs, Seller
agrees to fully defend, protect, indemnify and hold Buyer, its officers,
directors, employees and agents, harmless (and keep Buyer, its officers,
directors, employees and agents, harmless) from and against any and
all
losses, claims, demands, suits, expenses, including reasonable attorney’s
fees, court costs and cost of investigation, causes of action, and
any
sanctions of any kind and character (including reasonable attorney’s fees,
court costs and cost of investigation) which may be made or asserted
by
Seller, Seller’s employees, agents, contractors and subcontractors and
employees thereof, or by any third persons, on account of personal
injury,
death or property damage, including claims for pollution, environmental
damage, and regulatory compliance, any fines or penalties assessed
on
account of such damage and causes of action alleging statutory liability,
caused by, arising out of or in anyway incidental to the ownership
of, or
operations connected on the Subject Properties for the period from
August
1, 2003, to the Effective Time.
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(8)
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EXPENSES
AND REVENUES.
It
is understood and agreed by and between Seller and Buyer that prior
to the
Effective Time, Seller shall be responsible for all costs and expenses
attributable to the Assets and shall be entitled to all production
and/or
production proceeds attributable to the Assets. Further, Seller and
Buyer
agree that on and after the Effective Time, Buyer shall be responsible
for
all costs and expenses attributable to the Assets and shall be entitled
to
all production and/or production proceeds attributable to the Assets.
Any
revenues and/or expenses not properly accounted for or credited to
the
Parties prior to the Closing Date with respect to the Assets shall
be the
subject of a post-closing settlement which shall be made between
the
Parties within 120 days from the Closing
Date.
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(9)
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FILING
EXPENSES.
Buyer,
at its expense, shall be solely responsible for filing of the Assignment
in the appropriate public records. Buyer shall furnish Seller with
a copy
of the Assignments reflecting all appropriate recordation
references.
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(10)
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COMPLIANCE
WITH LAWS.
Buyer shall comply with all applicable laws, ordinances, rules and
regulations and shall promptly obtain all permits, if any, required
by
public authorities in connection with the purchase of the Assets.
Seller
represents and warrants that, to the best of its knowledge, it has
complied with all laws, ordinances, rules, regulations and orders
applicable to the Assets with respect to and during the period of
its
ownership of the Assets.
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(11)
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NO
BROKER FEES.
Each Party represents and warrants to the other that no brokerage
fee or
commission pertaining to the transactions provided for in this Agreement
exists.
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(12)
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REPRESENTATIONS
AND WARRANTIES OF SELLER.
Seller represents and warrants to Buyer
that:
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(a)
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Seller
is a limited liability company duly organized, validly existing and
in
good standing under the laws of the State of Louisiana, Seller has
full
legal power, right and authority to carry on it business as same
is now
being conducted and has the full legal power, authority and right
to enter
into this Agreement and perform the transactions contemplated
hereby.
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(b)
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The
consummation of the transactions contemplated by this Agreement will
not
result in the creation or imposition of any lien, charge or other
encumbrance upon the Assets and will not violate, nor be in conflict
with:
(i) any provision of Seller’s organizational papers or documents; (ii) any
material agreement or instrument to which Seller is a party or by
which
Seller or any of the Assets are bound (iii) any judgment, order,
ruling or
decree applicable to Seller as a party in interest or any law, rule
or
regulation applicable to Seller.
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(c)
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The
execution, delivery and performance of this Agreement, the execution
and
delivery of the Assignment, and the transactions contemplated hereby
are
duly and validly authorized by all requisite company action on the
part of
Seller. This Agreement constitutes the legal, valid and binding obligation
of Seller enforceable in accordance with its
terms.
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(d)
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There
is no suit, action, claim, investigation or inquiry by any person
or
entity or by any administrative agency or governmental body and there
are
no legal, administrative or arbitration proceedings pending or, to
Seller’s knowledge, threatened against Seller that will have a material
adverse effect on the use, ownership or operation of the Assets.
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(13)
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REPRESENTATIONS
AND WARRANTIES OF BUYER.
Buyer represents and warrants to Seller
that:
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(a)
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Buyer
is a corporation duly organized, validly existing and in good standing
under the laws of the State of Texas, Buyer has full legal power,
right
and authority to carry on it business as same is now being conducted
and
has the full legal power, authority and right to enter into this
Agreement
and perform the transactions contemplated
hereby.
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(b)
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The
consummation of the transactions contemplated by this Agreement will
not
violate, nor be in conflict with, any provision of Buyer’s articles or
certificate of incorporation or by-laws, any judgment, order, ruling
or
decree applicable to Buyer as a party in interest or any law, rule
or
regulation applicable to Buyer.
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(c)
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The
execution, delivery and performance of this Agreement and the transactions
contemplated hereby are duly and validly authorized by all requisite
corporate action on the part of Buyer. This Agreement constitutes
the
legal, valid and binding obligation of Buyer enforceable in accordance
with its terms.
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(d)
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There
is no suit, action, claim, investigation or inquiry by any person
or
entity or by any administrative agency or governmental body and there
are
no legal, administrative or arbitration proceedings pending or, to
Buyer’s
knowledge, threatened against Buyer that will have a material adverse
effect on the use, ownership or operation of the Assets.
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(14)
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SELLER’S
CONDITIONS TO CLOSE.
Seller’s obligation to consummate the transactions provided for herein is
subject, at the option of Seller, to satisfaction or waiver on or
prior to
the Closing Date of each of the following
conditions:
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(a)
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The
representations and warranties of Buyer herein contained shall be
true and
correct in all material respects on the Closing Date as though made
on and
as of such date.
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(b)
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Buyer
shall have performed all material obligations, covenants and agreements
contained in this Agreement to be performed or complied with by it
at or
prior to Closing.
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(c)
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No
suit, action or other proceedings shall be pending or threatened
that
seeks to restrain, enjoin or otherwise prohibit the consummation
of the
transactions contemplated by this
Agreement.
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(15)
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BUYER’S
CONDITIONS TO CLOSE.
Buyer’s obligation to consummate the transactions provided for herein is
subject, at the option of Buyer, to satisfaction or waiver on or
prior to
the Closing Date of each of the following
conditions:
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(a)
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The
representations and warranties of Seller herein contained shall be
true
and correct in all material respects on the Closing Date as though
made on
and as of such date.
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(b)
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Seller
shall have performed all material obligations, covenants and agreements
contained in this Agreement to be performed or complied with by it
at or
prior to Closing.
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(c)
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No
suit, action or other proceedings shall be pending or threatened
that
seeks to restrain, enjoin or otherwise prohibit the consummation
of the
transactions contemplated by this
Agreement.
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(d)
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Buyer
shall have completed its title verification efforts with respect
to
Seller’s title to the Subject Properties and shall have verified that
Seller owns the interests in and to the Subject Properties represented
and
warranted herein and such ownership is free and clear of any liens
or
encumbrances placed thereon by
Seller.
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(16)
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CLOSING.
If
the conditions referred to in Sections (14) and (15) of this Agreement
have been satisfied or waived in writing, consummation of the transactions
contemplated by this Agreement (“Closing”)
shall take place at the offices of Seller in Covington, Louisiana,
or at
such place and time as the Parties may mutually agree. The date on
which
the Closing occurs (the “Closing
Date”)
shall be June 18, 2007, on or before 10:30 a.m. unless an earlier
or later
date is mutually agreed to by the Parties.
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(17)
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CLOSING
ACTIVITIES.
If
Closing occurs, at Closing (or such later date expressly set forth
below):
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(a)
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Seller
and Buyer shall execute multiple originals of the Assignment and
such
other letters or instruments, including letters in lieu of transfer
orders, as may be necessary in order to convey the Assets to Buyer
and
entitle Buyer to receive all production proceeds attributable to
the
Subject Properties;
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(b)
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Buyer
shall deliver to Seller the Purchase Price, subject to any adjustments
mutually agreed to by the Parties, by wire transfer in immediately
available funds to the bank designated in writing by Seller prior
to
Closing;
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(c)
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Within
14 days from Closing, Seller shall deliver to Buyer copies of all
files,
contracts and documents affecting Seller’s title to the Subject Properties
to which Seller has access;
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(d)
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Seller
shall deliver to Buyer such executed forms as are required from Seller
in
order that Buyer may succeed Seller, if applicable, as the operator
of the
Subject Properties;
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(e)
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Seller
shall execute such other instruments and take such other action as
may be
necessary to carry out its obligations under this Agreement;
and
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(f) Buyer
shall execute such other instruments and take such other action as may be
necessary to carry out its obligations under this Agreement.
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(18)
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TAXES.
All ad valorem taxes, real property taxes, personal property taxes
and
similar obligations (“Property
Taxes”)
attributable to the Assets shall be apportioned as of the Effective
Time
between Seller and Buyer regardless of the date on which such taxes
are
assessed and/or payable. The owner of record on the assessment date
shall
file or cause to be filed all required reports and returns incident
to the
Property Taxes and shall pay or cause to be paid to the taxing authorities
all Property Taxes relating to the tax periods during which the Effective
Time occurs. Each Party to this Agreement shall provide the other
Party
with reasonable access to all relevant documents, data and other
information (other than that which is subject to an attorney-client
privilege) which may be required by the other Party for the purpose
of
preparing tax returns, filing refund claims and responding to any
audit by
any taxing jurisdiction. Each Party to this Agreement shall cooperate
with
all reasonable requests of the other Party made in connection with
contesting the imposition of taxes. Notwithstanding anything to the
contrary in this Agreement, neither Party to this Agreement shall
be
required at any time to disclose to the other Party any tax return
or
other confidential tax information. Except where disclosure is required
by
applicable law or judicial order, any information obtained by a Party
pursuant to this Section (18) shall be kept confidential by such
Party,
except to the extent disclosure is required in connection with the
filing
of any tax returns or claims for refund or in connection with the
conduct
of an audit, or other proceedings in response to an audit, by a taxing
jurisdiction.
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(19)
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TERMINATION.
This Agreement and the transactions contemplated hereby may be terminated:
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(a)
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At
any time at or prior to Closing by Buyer, in accordance with Section
(2),
by the delivery of written notice to
Seller;
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(b)
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At
any time at or prior to Closing by mutual consent of Seller and Buyer;
or
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(c)
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At
any time at or after June 20, 2007, by Seller or Buyer, by the delivery
of
written notice to the other Party, if Closing shall not have occurred
by
such date;
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provided,
however, that no such Party may exercise any right of termination pursuant
to
this Section (19) if the event giving rise to such termination right shall
be
due to the willful failure of such Party to perform or observe in any material
respect any of the covenants or agreements set forth herein to be performed
or
observed by such Party.
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(20)
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EFFECT
OF TERMINATION.
If this Agreement is terminated pursuant to Section (19), this Agreement
shall become void and of no further force or effect (except for the
provisions of Sections (21) through (32), which shall survive such
termination and continue in full force and effect); provided, however,
that, if either Party is in default of its obligations under this
Agreement at the time this Agreement is so terminated, such defaulting
Party shall continue to be liable to the other Party for damages
(but in
no event for specific performance) in respect of such default and
such
liability shall not be affected by such termination.
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(21)
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GOVERNING
LAW.
THIS AGREEMENT AND ALL INSTRUMENTS EXECUTED IN ACCORDANCE WITH IT
SHALL BE
GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF
LOUISIANA, WITHOUT REGARD TO CONFLICT OF LAW RULES THAT WOULD DIRECT
APPLICATION OF THE LAWS OF ANOTHER JURISDICTION, EXCEPT TO THE EXTENT
THAT
IT IS MANDATORY THAT THE LAW OF SOME OTHER JURISDICTION, WHEREIN
THE
ASSETS ARE LOCATED, SHALL APPLY.
The laws of the state wherein the Leasehold Interests are located
shall
control as to all matters pertaining to title and to the evaluation
of
encumbrances placed upon such Leasehold Interests pursuant to Section
(5)
herein.
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(22)
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ENTIRE
AGREEMENT.
This
Agreement, including all Exhibits attached hereto and made a part
hereof
constitute the entire agreement between the Parties with respect
to the
subject matter hereof and thereof and supersede all prior agreements,
understandings, negotiations and discussions, whether oral or written,
of
the Parties with respect to same (including, without limitation,
the
Binding Letter of Intent executed by the Parties and dated April
2, 2007).
No supplement, amendment, alteration, modification, waiver or termination
of this Agreement shall be binding unless executed in writing by
the
Parties.
|
|
(23)
|
NO
WAIVER.
No
waiver of any of the provisions of this Agreement shall be deemed
or shall
constitute a waiver of any other provisions hereof (whether or not
similar), nor shall such waiver constitute a continuing waiver unless
otherwise expressly provided.
|
|
(24)
|
CAPTIONS.
The
captions in this Agreement are for convenience only and shall not
be
considered a part of or affect the construction or interpretation
of any
provision of this Agreement.
|
|
(25)
|
SUCCESSORS
AND ASSIGNS.
This
Agreement shall be binding upon Seller and Buyer and upon their respective
successors, assigns, and legal representatives.
|
|
(26)
|
NOTICES.
Any
notice provided or permitted to be given under this Agreement shall
be in
writing, and may be served by personal delivery or by depositing
same in
the mail, addressed to the Party to be notified, postage prepaid,
and
registered or certified with a return receipt requested. Notice deposited
in the mail in the manner hereinabove described shall be deemed to
have
been given and received on the date of the delivery as shown on the
return
receipt. Notice served in any other manner shall be deemed to have
been
given and received only if and when actually received by the addressee,
except that notice given by telecopier shall be deemed given and
received
upon receipt only if received during normal business hours and if
received
other than during normal business hours shall be deemed received
as of the
opening of business on the next Business Day(such term means a day,
other
than a Saturday or Sunday, on which commercial banks are open for
business
with the public in Houston, Texas). For purposes of notice, the addresses
of the parties shall be as follows:
|
For
Seller:
Miss-Xxx
Petroleum LLC
000
Xxxxx
Xxxxxxxx Xxxxxx
Xxxxxxxxx,
Xxxxxxxxx 00000
Attn:
Xxxxx X. Xxxxxx
Telecopy
No.: 985/871-5199
For
Buyer:
Affiliated
Holdings, Inc.
0000
Xxxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxx,
Xxxxx 00000
Attn:
Xxxxx Xxxxx, President
Telecopy
No.: 713/402-6799
Each
Party shall have the right, upon giving 10 days’ prior notice to the other in
the manner hereinabove provided, to change its address for purposes of notice.
|
(27)
|
EXPENSES.
Except
as otherwise provided herein, each Party shall be solely responsible
for
all expenses incurred by such Party in connection with the transactions
contemplated by this Agreement (including, without limitation, fees
and
expenses of its own counsel and consultants).
|
|
(28)
|
PUBLICITY.
With
regard to all publicity and other releases issued at or prior to
Closing
concerning this Agreement and the transactions contemplated hereby,
neither Party shall issue any publicity or other release without
the prior
written consent of the other Party, except as required by applicable
law
or the applicable rules or regulations of any governmental body or
stock
exchange.
|
|
(29)
|
NO
THIRD-PARTY BENEFICIARY.
Except
as expressly provided herein, this Agreement is not intended to create,
nor shall it be construed to create, any rights in any third party
under
doctrines concerning third-party beneficiaries.
|
|
(30)
|
LIMITATION
OF DAMAGES.
Notwithstanding
any other provision of this Agreement (or any other agreement related
hereto) to the contrary, in no event shall either Party be liable
to the
other or entitled to recover incidental, consequential, special,
indirect,
multiple, statutory, exemplary or punitive damages.
|
|
(31)
|
SURVIVAL.
The
warranties, covenants and obligations of the Parties under this Agreement
shall survive the Closing. The limited warranty of title in the Assignment
shall survive closing and shall not expire. The representations of
the
Parties made in this Agreement shall survive the Closing except that
the
representation of Seller set forth and contained in Section (6) shall
survive Closing but thereafter terminate at the expiration of four
(4)
years after Closing. The limitation of damages contained in Section
(30)
shall survive Closing and shall not expire.
|
|
(32)
|
NORTH
AMERICAN LAND COMPANY, L.L.C. OIL AND GAS LEASE.
Reference is hereby made for all purposes to the Oil and Gas Lease
identified under item 10. on Exhibit A-1 (the “North
American Lease”).
Notwithstanding anything to the contrary set forth in this Agreement,
Seller currently is entitled to an assignment from Plymouth Resources
Group, II, Inc. (“Plymouth”)
of an undivided 50% working interest in and to the North American
Lease.
If Closing occurs, Buyer will be entitled to obtain directly from
Plymouth
an assignment of such undivided 50% working interest in and to the
North
American Lease. To the extent any transfer pursuant to this Agreement
or
the planned assignment from Plymouth to Buyer requires the consent
or
approval of the Lessor to the North American Lease, obtaining such
consent
or approval will not be the responsibility of
Seller.
|
|
(33)
|
COUNTERPARTS;
EXHIBITS.
This
Agreement may be executed in one or more counterparts, each of which
shall
be deemed an original, but all of which together shall constitute
one and
the same instrument. All Exhibits attached hereto are hereby made
a part
of this Agreement and incorporated herein by this
reference.
|
[remainder
of this page intentionally left blank]
--
IN
WITNESS WHEREOF, this
Agreement is executed by the undersigned, duly authorized representatives of
each of the Parties on the date first above written.
“SELLER”
WITNESSES: Miss-Xxx
Petroleum LLC
________________________ By:
/s/ Xxxxx X. Xxxxxx
Xxxxx
X. Xxxxxx
________________________ Managing
Member
(Printed
Name of Witness)
(Printed
Name of Witness)
“BUYER”
WITNESSES: Affiliated
Holdings, Inc.
_________________________ By:
/s/ Xxxxx Xxxxx
Xxxxx
Xxxxx
_________________________ President
(Printed
Name of Witness)
(Printed
Name of Witness)
--
Exhibit
A-1
to
dated
effective June 1, 2007
between
Miss-Xxx
Petroleum LLC and Affiliated Holdings, Inc.
Oil,
Gas and Mineral Leases
| 1. |
Lease
for Oil, Gas and Other Liquid or Gaseous Minerals, dated January 14,
1991,
effective January 14, 1991, by the State of Louisiana, as Lessor, in
favor
of Xxxx Petroleum Corp., as Lessee, recorded in Volume 734 at Page
304
under Entry No. 498732 of the Conveyance Records of Xxxxxxxxx Xxxxx
Parish, Louisiana. (State Lease No.
13944)
|
| 2. |
Oil,
Gas and Mineral Lease dated October 1, 1990, effective October 1, 1990,
by
Welsh Oil Land & Development Company, Inc., as Lessor, in favor of
Xxxx Petroleum Corp., as Lessee, recorded in Volume 734 at Page 376
under
Entry No. 498757 of the Conveyance Records of Xxxxxxxxx Xxxxx Parish,
Louisiana.
|
| 3. |
Oil,
Gas and Mineral Lease dated December 17, 1993, effective September
18,
1991, by M W Petroleum Corporation, as Lessor, in favor of Xxxx Petroleum
Corporation, as Lessee, a Declaration of Oil and Gas Lease being recorded
in Volume 836 at Page 617 under Entry No. 54218 of the Conveyance Records
of Xxxxxxxxx Xxxxx Parish, Louisiana.
|
| 4. |
Oil,
Gas and Mineral Lease dated October 31, 2002, effective October 31,
2002,
by Xxxx Xxxxx Xxxxxxx, Jr., Trustee, as Lessor, in favor of EK Oil
Co., as
Lessee, recorded in Volume 945 at Page 771 under Entry No. 598155 of
the
Conveyance Records of Xxxxxxxxx Xxxxx Parish,
Louisiana.
|
| 5. |
Oil,
Gas and Mineral Lease dated October 31, 2002, effective October 31,
2002,
by Xxxx Xxxxxxx Xxxxx, as Lessor, in favor of EK Oil Co., as Lessee,
recorded in Volume 945 at Page 775 under Entry No. 598156 of the
Conveyance Records of Xxxxxxxxx Xxxxx Parish,
Louisiana.
|
| 6. |
Oil,
Gas and Mineral Lease dated October 31, 2002, effective October 31,
2002,
by Xxxx X. Xxxx, Xx., as Lessor, in favor of EK Oil Co., as Lessee,
recorded in Volume 945 at Page 780 under Entry No. 598157 of the
Conveyance Records of Xxxxxxxxx Xxxxx Parish,
Louisiana.
|
| 7. |
Oil,
Gas and Mineral Lease dated October 31, 2002, effective October 31,
2002,
by Xxxxx Xxxx Xxxxx, as Lessor, in favor of EK Oil Co., as Lessee,
recorded in Volume 945 at Page 784 under Entry No. 598158 of the
Conveyance Records of Xxxxxxxxx Xxxxx Parish, Louisiana.
|
| 8. |
Oil,
Gas and Mineral Lease dated October 31, 2002, effective October 31,
2002,
by Xxxxx Xxxx, as Lessor, in favor of EK Oil Co., as Lessee, recorded
in
Volume 945 at Page 788 under Entry No. 598159 of the Conveyance Records
of
Xxxxxxxxx Xxxxx Parish, Louisiana.
|
| 9. |
Oil,
Gas and Mineral Lease dated October 31, 2002, effective October 31,
2002,
by Xxxxxxxxx Xxxx Pulley, as Lessor, in favor of EK Oil Co., as Lessee,
recorded in Volume 945 at Page 792 under Entry No. 598160 of the
Conveyance Records of Xxxxxxxxx Xxxxx Parish, Louisiana.
|
| 10. |
Oil
and Gas Lease dated July 20, 2006, effective July 20, 2006, by North
American Land Company, L. L. C., as Lessor, in favor of Plymouth Resources
Group, II, Inc., as Lessee, a Memorandum of which is recorded in Volume
987 at Page 15 under Entry No. 621315 of the Conveyance Records of
Xxxxxxxxx Xxxxx Parish, Louisiana.
|
Ex.
A-1
Exhibit
A-2
to
dated
effective June 1, 2007
between
Miss-Xxx
Petroleum LLC and Affiliated Holdings, Inc.
Xxxxx
|
Well
Name
|
Serial
No.
|
WI
|
NRI
|
|
Xxxx
H 1 RD SUA; SL 13944
|
213584
|
50.00%
|
37.75%
|
|
Xxxx,
et al #6-D
|
148368
|
50.00%
|
37.50%
|
|
Xxxx,
et al #3-D
|
114794
|
50.00%
|
37.50%
|
|
Xxxx,
et al, #6
|
147849
|
50.00%
|
37.50%
|
|
Xxxx,
et al SWD #3
|
113870
|
50.00%
|
37.50%
|
|
Empire
Land #1
|
211615
|
50.00%
|
37.50%
|
|
Empire
Land #2
|
211764
|
50.00%
|
37.50%
|
|
Empire
Land #3
|
213346
|
50.00%
|
37.50%
|
|
Farmers
Oil Fee # 7
|
107776
|
50.00%
|
37.50%
|
|
Farmers
Oil Fee # 7-D
|
108821
|
50.00%
|
37.50%
|
|
Farmers
Oil Fee #10
|
155343
|
50.00%
|
37.50%
|
|
Farmers
Oil Fee #10-D
|
156461
|
50.00%
|
37.50%
|
|
Farmers
Oil Fee #11
|
186796
|
50.00%
|
37.50%
|
|
Farmers
Oil Fee #2
|
102835
|
50.00%
|
37.50%
|
|
Farmers
Oil Fee #4
|
104974
|
50.00%
|
37.50%
|
|
Xxxxxx’x
Oil Fee #8
|
125640
|
50.00%
|
37.50%
|
|
Gulf
Xxxxx #5 SWD
|
38727
|
50.00%
|
37.50%
|
|
X.
X. Xxxx #5
|
137982
|
50.00%
|
37.50%
|
Ex.
X-0
Xxxxxxx
X-0
to
dated
effective June 1, 2007
between
Miss-Xxx
Petroleum LLC and Affiliated Holdings, Inc.
Lands
Xxxxxxxxx
Xxxxx Parish, Louisiana
Township
9 South, Range 5 West
Tract
1: Approximately
139 acres of land, more or less, in Xxxxxxx 00, Xxxxxxxx 0 Xxxxx, Xxxxx 5 West,
in Welsh, Xxxxxxxxx Xxxxx Parish, Louisiana, more fully described as
follows:
A. The
following lots of the Xxxxxx X. Xxxxx Subdivision in the Northeast Quarter
(NE/4) of Section 27, T9S-R5W as follows:
Block
5: Lots
7
through 12
Block
6: Lots
1
through 12 (All)
Block
7: Xxxx
0
xxxxxxx 00 (Xxx)
Xxxxx
8: Xxxx
0
xxxxxxx 00 (Xxx)
Xxxxx
9: Xxxx
0
xxxxxxx 00 (Xxx)
Xxxxx
10: Lots
1
through 12 (All)
Block
13: Lots
1
through 12 (All)
Block
14: Lots
1
through 12 (All)
Block
15: Lots
1
through 12 (All)
B. The
North
Half (N/2) of Lot 10 and all of Lots 11, 12, 13, 14, 15 & 16 of Stephens,
Matthews, Xxxxxxxx and Carrs (S.M.D.C.) Subdivision in the Xxxxxxxxx Xxxxxxx
(XX/0) xx Xxxxxxx 00, X0X-X0X; and
C. That
portion of the Southeast Quarter (SE/4) of Section 27, T9S-R5W, lying north
of
the Louisiana Western Railway Company, railroad right-of-way, extending West
from the East boundary line of said Southeast quarter of the west line thereof,
containing nineteen acres, more or less;
Tract
2: Xxxx
00
& 00 xx Xxxxx A of the Colorado & Texas Oil Company Subdivision in the
North Half of Southeast Quarter (N/2 SE/4) of Section 21, T9S-R5W; and Xxx
0 xx
Xxxxx 0 xxx Xxx 00 xx Xxxxx 6 of the X. X. Xxxxx Subdivision in the South Half
of Southeast Quarter (S/2 SE/4) of Section 21, T9S-R5W, situated in Xxxxxxxxx
Xxxxx Parish, Louisiana.
Being
the
same lands as those acquired by Plymouth Resource Group, II, Inc., from Victory
Financial Group, Inc. on October 1, 2002, recorded in Book 938, at Page 695,
under Entry No. 593841 of the Conveyance Records of Xxxxxxxxx Xxxxx Parish,
Louisiana; and partially assigned by Plymouth Resource Group, II, Inc. to
Miss-Xxx Petroleum, LLC, on August 1, 2003, recorded in Book 946, at Page 704,
under Entry No. 598664 of the Conveyance Records of Xxxxxxxxx Xxxxx Parish,
Louisiana.
Ex.
A-3
Exhibit
B
ACT
OF SALE AND ASSIGNMENT
STATE
OF LOUISIANA
PARISH
OF XXXXXXXXX XXXXX
This
Act
of Sale and Assignment (this “Assignment”)
is
made and entered into effective as of June 1, 2007 (“Effective
Time”),
by
and between Miss-Xxx Petroleum LLC, a Louisiana limited liability company,
whose
address is 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000 (“Seller”),
and
Affiliated Holdings, Inc., a Texas corporation, whose address is 0000 Xxxxxxxxxx
Xxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000 (“Buyer”)(sometimes
herein Seller and Buyer are collectively called the “Parties”
and,
individually, called a “Party”).
1.
Reference
is hereby made for all purposes to that certain Act of Sale and Assignment,
dated effective as of August 1, 2003, recorded in Conveyance Book 946, Page
__,
under File No. 598664, of the records of Xxxxxxxxx Xxxxx Parish, Louisiana
(the
“Prior
Act of Sale and Assignment”),
executed by Plymouth Resource Group II, Inc. (“Plymouth”)
in
favor of Seller, whereby Plymouth conveyed to Seller:
(a) An
undivided fifty percent (50%) interest in and to the oil, gas and mineral leases
and other mineral rights and interests described in the attached Exhibit
A-l,
together with an undivided fifty percent (50%) interest Plymouth’s rights in
respect of any pooled, communitized or unitized acreage of which any such
interest is a part (collectively, the “Leasehold
Interests”);
(b) An
undivided fifty percent (50%) interest in and to the xxxxx described in the
attached Exhibit
A-2
(the
“Xxxxx”);
and
(c) An
undivided fifty percent (50%) interest in and to the immovable property
described in the attached Exhibit
A-3
(the
“Land”).
Such
undivided interests in and to the Leasehold Interests, the Xxxxx, and the Land
are: (i) the same undivided interests in and to the properties described in
the
Prior Act of Sale and Assignment; and (ii) referred to hereafter as the
“Subject
Properties”).
2.
NOW,
THEREFORE,
for and
in consideration of the sum of ONE THOUSAND AND NO/100 DOLLARS (($1,000),
together with other good and valuable consideration, paid by Buyer to Seller,
the receipt and adequacy of which are hereby acknowledged by Seller, Seller
does
hereby and by these presents sell, assign, convey and transfer to Buyer,
effective, however, as of the Effective Time:
(a)
all of
its right, title and interest in and to the Subject Properties and in and to
the
Prior Act of Sale and Assignment;.
(b) All
of
Seller’s right, title, and interest in and to all of the immovable, movable and
mixed property of Seller, or in which Seller owns an interest, that is
attributable or allocable to the Leasehold Interests and used or held for use
in
connection with the exploration, development, operation or maintenance of any
of
the Leasehold Interests or the production, treatment, measurement, storage,
gathering, transportation or marketing of oil, gas or other hydrocarbons
attributable to the Leasehold Interests (or the interests of others therein),
including, without limitation: (i) all xxxxx, platforms, equipment and
facilities that, as of the Effective Time were used or held for use in
connection with the exploration, development, operation or maintenance of any
Leasehold Interests or the production, treatment, measurement, storage,
gathering, transportation or marketing of oil, gas or other hydrocarbons
attributable to the Leasehold Interests, including, without limitation, the
Xxxxx (including saltwater disposal xxxxx, if any), well equipment, casing,
tanks, gas separation and field processing units, portable and permanent well
test equipment, buildings, tubing, pumps, motors, fixtures, machinery,
materials, supplies, inventory, telephone and communication equipment, computing
equipment and other equipment, pipelines, gathering systems, power lines,
telephone and telegraph lines, roads, vehicles, gas processing plants and other
property used in the operation thereof: (ii) all oil and gas and other
hydrocarbon volumes produced on or after the Effective Time; and (iii) all
other
rights, privileges, benefits, powers, and appurtenances conferred upon Seller
or
the owner and holder of the Leasehold Interests, including, without limitation,
all rights, privileges, benefits and powers of Seller with respect to the use
and occupation of the surface of, and subsurface depths under, the land covered
by each Leasehold Interest, which may be necessary, convenient or incidental
to
the possession and enjoyment of such Leasehold Interest (collectively, the
“Related
Property”);
(c) All
of
Seller’s right, title, and interest in and to all original files, records, data,
information and documentation of Seller (or if originals are not available,
copies of such items) pertaining to or evidencing Seller’s use, ownership or
operation of any of the assets, or the maintenance or operation thereof, or
to
any units in which any of the Leasehold Interests may be included or to the
producing, treating, measuring, processing, storing, gathering, transporting
or
marketing of oil and gas attributable to the Leasehold Interests or such units
and water, brine or other minerals and products produced in association
therewith, including, without limitation, lease files, land files, well files,
production sales agreement files, division order files, title opinions and
abstracts, legal records (excluding any records or information the disclosure
of
which would result in the waiver of an attorney-client privilege), tax records,
financial and accounting records, governmental, tribal and regulatory filings
and permits, environmental records, and, except to the extent the transfer
thereof may not be made without violating applicable contractual restrictions,
geological and geophysical data, seismic records, production reports, maps,
and
computer software (collectively, the “Records”);
and
(d) All
rights of Seller in and to those instruments and agreements listed on
Exhibit
A-l
hereto
and in Section 4 of this Agreement, the other instruments and agreements under
which Seller’s interests in the Leasehold Interests arise, and all other
agreements and contractual rights, easements, rights-of-way, servitudes, and
other rights, privileges, and benefits to the extent relating to the Leasehold
Interests, the Xxxxx, the Land, and the Records, including, without limitation,
all rights of Seller in, to and under or derived from all production sales
contracts, operating agreements, pooling, unitization or communitization
agreements, purchase, exchange or processing agreements, production handling
agreements, surface leases, easements or rights-of-way, farmout or farmin
agreements, dry hole or bottom hole contribution agreements, seismic agreements,
permits, licenses, options, orders and all other contracts, agreements and
instruments relating to the exploration for, or the development, production,
storage, gathering, treatment, transportation, processing, or sale or disposal
of oil, gas, other hydrocarbons, other minerals, water, brine or other
substances from any Leasehold Interest or any units of which they are a part
(collectively, the “Rights”)
(the
Subject Properties, the Related Property, the Records, and the Rights are herein
collectively called the “Assets”).
TO
HAVE
AND TO HOLD the Assets unto Buyer and its successors and assigns forever, and,
and this Assignment is made with full rights of substitution and subrogation
of
Buyer in and to all indemnifications, covenants, and warranties by others
heretofore given or made with respect to the Assets, subject to the following
terms and conditions:
(a) Except
with respect to matters to which this Assignment is made subject, Seller does
hereby bind itself and its successors and assigns to WARRANT AND FOREVER DEFEND
the interests in and to the Assets as set forth on Exhibits A-1 and A-2 against
every person whomsoever lawfully claiming the same or any part thereof by,
through, or under Seller, but not otherwise, and does otherwise bind itself
and
its successors and assigns to WARRANT AND FOREVER DEFEND all and singular title
to the Assets unto Buyer, its successors and assigns, against every person
whomsoever lawfully claiming the same or any part thereof by, through or under
Seller, but not otherwise; and
(b) The
Assets are free and clear of liens, encumbrances, obligations, or defects which
arise as a result of actions taken (or effective) or omitted at or prior to
the
execution of this Assignment by through or under Seller, and (A) are otherwise
subject only to contractually binding arrangements which are conventional,
which
are customarily experienced in the oil and gas industry, and (B) are not subject
to any matters which will result in a breach of any representation or warranty
of Seller made in this Assignment or to be contained in any documents to be
delivered by Seller and connected with this Assignment.
3.
This
Assignment is expressly made subject to the terms and provisions of that certain
Purchase and Sale Agreement dated June 18, 2007, executed by and between Seller
and Buyer, and all of its terms and provisions are incorporated into this
Assignment by reference thereto. In the event of a conflict between the terms
and provisions of the aforementioned Purchase and Sale Agreement and this
Assignment, the terms and provisions of the Purchase and Sale Agreement shall
control.
Ex.
B
4.
This
Assignment is expressly made subject to the following contracts or
agreements:
(a) The
Prior
Act of Sale and Assignment;
(b) Joint
Operating Agreement dated November 4, 2006, executed by and between Plymouth,
as
Operator, and Seller, as Non-Operator;
(c) Letter
Agreement - Recompletion of Empire #5 Welsh Field, Xxxxxxxxx Xxxxx Parish,
Louisiana, , executed by and between Miss-Xxx, EK Oil Company, Inc. (“EK”) and
Xxxxxx & Xxxxxx, LLC (“Xxxxxx”), as owners, and Xxxxx Xxxxxx, agreed and
accepted on November 22, 2006;
(d) Letter
Agreement - Recompletion of Empire #5 Welsh Field Xxxxxxxxx Xxxxx Parish,
Louisiana, executed by and between Miss-Xxx, EK and Xxxxxx, as owners, and
Xxxxxx X. X’Xxxxxx, agreed to and accepted on November 20, 2006;
(e) Letter
Agreement - Recompletion of Empire #5 Welsh Field Xxxxxxxxx Xxxxx Parish,
Louisiana, executed by and between Miss-Xxx, EK and Xxxxxx, as owners, and
Xxxx
Xxxxxxxxx, agreed to and accepted on November ___, 2006;
(f) Letter
Agreement - Recompletion of Empire #5 Welsh Field Xxxxxxxxx Xxxxx Parish,
Louisiana, executed by and between Miss-Xxx, EK and Xxxxxx, as owners, and
Xxxxxx Xxxxx, agreed to and accepted on November 23, 2006; and
(g) Letter
Agreement - Plymouth Resource Group II, Inc. - Empire No. 5 Welsh Field,
Xxxxxxxxx Xxxxx Parish, Louisiana, executed by and between Miss-Xxx, EK and
Xxxxxx, as owners, and Xxxx Xxxxx, agreed to and accepted on February 13,
2007.
5.
This
Assignment shall be binding upon Seller and Buyer and upon their respective
successors, assigns, and legal representatives and may be executed in any number
of counterparts.
6.
Seller
agrees to deliver or cause to be delivered to Buyer any additional instrument
that Buyer may reasonably request for the purpose of carrying out the intent
of
this Assignment.
7.
The
references herein to liens, encumbrances, burdens, defects and other matters
are
for the purpose of defining the nature and extent of Seller’s warranty and shall
not be deemed to ratify or create any rights in third parties. Neither this
Assignment nor any other agreement contemplated hereby shall be deemed to confer
upon any person not a party hereto or thereto any rights or remedies hereunder
or thereunder.
8.
THIS
ASSIGNMENT SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS
OF
THE STATE OF LOUISIANA.
IN
WITNESS WHEREOF,
Seller
and Buyer have executed this Assignment effective for all purpose as of the
Effective Time, in the presence of the undersigned competent witnesses.
SELLER
WITNESSES: Miss-Xxx
Petroleum LLC
________________________ By:
/s/ Xxxxx X. Xxxxxx
Xxxxx
X. Xxxxxx
________________________ Managing
Member
(Printed
Name of Witness)
(Printed
Name of Witness)
BUYER
WITNESSES: Affiliated
Holdings, Inc.
_________________________ By:
/s/ Xxxxx Xxxxx
Xxxxx
Xxxxx
_________________________ President
(Printed
Name of Witness)
(Printed
Name of Witness)
Ex.
B
ACKNOWLEDGMENT
STATE
OF LOUISIANA
PARISH
OF ST. TAMMANY
On
this
__ day of June, 2007, before me, the undersigned Notary Public, personally
came
and appeared Xxxxx X. Xxxxxx, to me personally known, who, being by me duly
sworn, did say he is the Managing Member of Miss-Xxx Petroleum LLC, and that
the
foregoing instrument was signed on behalf of said limited liability company
by
authority of its Articles of Organization for the purposes and consideration
therein expressed, and he did declare and acknowledge the foregoing instrument
to be his free act and deed and the free act and deed of said limited liability
company.
Notary
Public
State
of
Louisiana
Notary
Name:
Notary
I.D. or La Bar No.:
My
Commission Expires:
ACKNOWLEDGMENT
STATE
OF TEXAS
COUNTY
XXXXXX
On
this
__ day of June, 2007, before me, the undersigned Notary Public, personally
came
and appeared Xxxxx Xxxxx, to me personally known, who, being by me duly sworn,
did say he is the President of Affiliated Holdings, Inc., and that the foregoing
instrument was signed on behalf of said corporation by authority of its Board
of
Directors for the purposes and consideration therein expressed, and he did
declare and acknowledge the foregoing instrument to be his free act and deed
and
the free act and deed of said corporation.
_________________________ _____
Notary
Public
State
of
Notary
Name:
Notary
I.D. or Bar No.:
My
Commission Expires:
