OIL AND GAS
ASSET PURCHASE AGREEMENT
East & West Xxxxxxxx
between
NITRO PETROLEUM, INC.
and
HOCO, INC.
WISE OIL & GAS, LLC and
LMH ENERGY
and
ASSET PURCHASE AGREEMENT
Xxxxxx
between
NITRO PETROLEUM, INC
and
Wise Oil & Gas, LLC
Xxxx Xxxx and
Xxxx Xxxxx
TABLE OF CONTENTS
Page
1. Sale Agreement......................................................... 1
2. Purchase Price.......................................................... 2
2.1 Payment at Closing............................................ 2
2.2 Allocation.................................................... 2
3. Representations and Warranties.......................................... 2
3.1 Organization, Good Standing, Etc........................... 2
3.2 Authority..................................................... 3
3.3 Contracts..................................................... 3
3.4 Litigation.................................................... 3
3.5 Broker's or Finder's Fees..................................... 3
3.6 Taxes......................................................... 3
3.7 Contracts, Consents and Preferential Rights................... 3
3.8 Insurance..................................................... 4
3.9 Powers of Attorney............................................ 4
3.10 Equipment.................................................... 4
3.11 Affiliate Transactions....................................... 4
3.12 Intangible Property.......................................... 4
4. Purchaser's Representations and Warranties.............................. 4
4.1 Organization, Good Standing, Etc....................................... 4
4.2 Authority.............................................................. 4
4.3 Permits................................................................ 4
5. Covenants............................................................... 5
5.1 Access to Information......................................... 5
5.2 Inspection.................................................... 5
5.3 Title Adjustments............................................. 5
5.4 Conduct of Businesses......................................... 5
5.5 Consents...................................................... 5
5.6 Conditions.................................................... 6
6. Purchaser's Conditions Precedent........................................ 6
7. Sellers' Conditions Precedent........................................... 6
8. The Closing............................................................. 7
8.1 Purchaser's Deliveries........................................ 7
8.1.1 Payment........................................ 7
8.1.2 Closing Memorandum............................. 7
8.1.3 Additional Documents........................... 7
8.2 Sellers' Deliveries........................................... 7
8.2.1 Assignments.................................... 7
8.2.2 Closing Memorandum............................. 7
8.2.3 Additional Documents........................... 7
8.3 Costs......................................................... 8
9. Adjustments............................................................. 8
10. Termination............................................................ 8
11. Default................................................................ 8
12. Miscellaneous.......................................................... 8
12.1 Notices...................................................... 8
12.2 Representations and Warranties............................... 9
12.3 Cooperation.................................................. 9
12.4 Press Release................................................ 9
12.5 Choice of Law................................................ 10
12.6 Headings..................................................... 10
12.7 Entire Agreement............................................. 10
12.8 Assignment................................................... 10
12.9 Amendment................................................... 10
12.10 Severability................................................ 10
12.11 Attorney Fees............................................... 10
12.12 Waiver...................................................... 10
12.13 No Third Party Beneficiaries................................ 10
12.14 Execution in Counterparts................................... 11
Schedule "1.1" Lands, Properties, and Interests
Schedule "2.1" Allocation of Purchase Price
Schedule "3.3" Contracts and Agreements in Default
Schedule "3.4" Litigation
Schedule "3.7" Contracts, Consents, and Preferential Rights
Schedule "3.11" Affiliated Transactions
Schedule "8.2.1" Assignment, Xxxx of Sale and Conveyance
OIL AND GAS ASSET PURCHASE AND SALE AGREEMENT
THIS AGREEMENT is entered into the 18th day of December, 2006 effective
the 18th day of December, 2006, between Nitro Petroleum, Inc. a Nevada
corporation (the "Purchaser"), and HOCO, Inc., an Oklahoma Corporation, Wise Oil
& Gas LLC, an Oklahoma limited liability company, and LMH Energy, an Oklahoma
general partnership, Xxxx Xxxxx, and Xxxx Xxxx (the "Sellers").
B A C K G R O U N D :
A. The Sellers own various interests (the "Interests") in oil and gas properties
located in Nowata County, Oklahoma including, without implied limitation, those
listed at Schedule "1.1" attached hereto as a part hereof.
B. The Purchaser desires to acquire and the Sellers desire to sell one hundred
percent (100%) of the Interests together with all assets, rights, properties and
claims which are used in or related to the ownership, operation, or maintenance
of the Interests (the "Properties") as provided in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants herein contained and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:
1. Sale Agreement. Subject to the terms and conditions of this Agreement, the
Purchaser agrees to purchase and the Sellers agree to sell absolute ownership of
one hundred percent (100%) of all of the Sellers' right, title, and interest in
the Properties effective at 7:00 a.m. as of the Closing date of this
transaction, (the "Effective Date"), free and clear of all liens, claims, and
encumbrances. The Properties include, without limitation, a one hundred percent
(100%) interest in the following:
1.1 All of Sellers' undivided right, title, and interest in, to and under the
leases, overriding royalty interests, fee mineral interests, mineral
rights, fee royalty interests, carried interests, net revenue interests,
net profits interests, licenses, production payments, permits, and other
interests and agreements relating to the lands described in Schedule "1.1"
whether developed or undeveloped (the "Lands") together with all other
interests of Sellers in and to the Lands and the xxxxx located thereon
including, without limitation, the Interests described at Schedule "1.1."
It is the intent of the Sellers to sell and transfer to the Purchaser all
of Sellers' right title and interest in the lands described on Schedule
1.1, whether correctly described therein, or not.
1.2 All of Sellers' undivided right, title and interest in all Hydrocarbons
produced from or allocated to the Properties and sold after the Effective
Date. The term "Hydrocarbons" means and includes oil, gas, casinghead gas,
condensate, natural gas liquids, and all components of the foregoing.
1.3 All of Sellers' undivided interest in and to all documents, agreements, and
contracts relating to the Properties or Lands including, without
limitation, leases, operating agreements, gas balancing agreements, oil,
gas and condensate purchase and sale agreements, processing, gathering,
compression and transportation agreements, joint venture agreements,
farmout agreements, farmin agreements, dry hole agreements, bottom hole
agreements, acreage contribution agreements, area of mutual interest
agreements, easements, permits, salt water disposal agreements, surface
agreements, unitization or pooling agreements, warranties, covenants,
indemnities, and representations from third parties.
1.4 All of Sellers' interest in and to all real, personal and mixed, movable,
immovable, tangible and intangible property, and all other fixtures and
improvements appurtenant to or used in connection with the Interests or
Lands, including, without implied limitation, all xxxxx, fixtures,
equipment, gathering systems, processing plants, pipelines, claims, rights,
and causes of action against third parties whether asserted and unasserted
or known and unknown.
1.5 All of Sellers' interest and estate in and to or derived under any oil,
gas, and mineral unitization, pooling and communitization agreements,
declarations or orders relating to the Interests or Lands, and the units,
pools, or communitized areas, if any, created thereby (including, without
limitation, all units, pools, or communitized areas formed under orders,
regulations, rules, or other official acts of any federal, state, or other
governmental agency having or asserting jurisdiction) and all interests in
any xxxxx within the units, pools, or communitized areas associated with
the Interests or Lands.
1.6 All of Sellers' interests in all permits, franchises, easements,
rights-of-way, contract rights, intangible rights, inchoate rights, choses
in action, rights under warranties made by prior owners of the Interests or
Lands, and other third parties, rights accruing under applicable statutes
of limitation or prescription and other rights, estates and hereditaments
incident or relating to the Interests or Lands, or any of the foregoing
items set forth in this description of the Properties.
2. Purchase Price. Subject to the adjustments and prorations hereafter
described, the total purchase price to be paid by the Purchaser to the Sellers
for the purchase of the Properties (the "Purchase Price") shall include: (a) the
cash payment of Two Hundred Fifty Thousand Dollars and NO/100 ($250,000.00); and
as determined and valued as of the Closing date of this transaction. The
Purchase Price will be paid as follows:
2.1 Payment at Closing. On the Closing Date (as hereafter defined), the
Purchaser will pay to the Sellers the Purchase Price as adjusted under
paragraphs 5.3 and 9 of this Agreement in immediately available funds. The
Purchase Price will be allocated among the Sellers as set forth in Schedule
"2.1" attached hereto as a part hereof.
2.2 Allocation. Any adjustments to the Purchase Price under paragraphs 5.3 or 9
of this Agreement will be deducted from the Purchase Price. The Purchaser
will allocate the Purchase Price among the Properties according to sound
accounting practices.
3. Representations and Warranties. As an inducement to the Purchaser to enter
into this Agreement, the Sellers represent and warrant to the Purchaser that as
of the date of this Agreement and the Closing Date:
3.1 Organization, Good Standing, Etc. Sellers are duly organized, validly
existing, and in good standing under the laws of the State of Oklahoma and
have the power to own the property and to carry on such Sellers' business
as now being conducted. Sellers have the power to execute and deliver this
Agreement and to consummate the transaction contemplated hereby. Sellers
are not in default under or in violation of any provision their respective
certificates of incorporation or bylaws.
3.2 Authority. Sellers have taken all necessary action to authorize the
execution, delivery, and performance of this Agreement and have adequate
power, authority, and legal right to enter into, execute, deliver, and
perform the transactions contemplated by this Agreement. This Agreement is
legal, valid, and binding with respect to the Sellers and is enforceable in
accordance with its terms.
3.2.1.1 Contracts. The Sellers have delivered to the Purchaser true copies
(or descriptions, in the case of oral agreements) of all of the
contracts and agreements relating to the Properties. There are no
other material contracts, commitments, or agreements in effect related
to the Properties that have not been disclosed to the Purchaser in
writing. Except as set forth in Schedule "3.3" attached hereto as a
part hereof: such contracts and agreements are in full force and
effect; no event of default or event which would become an event of
default with the giving of notice or passage of time has occurred; and
no condition presently exists which would give any party to any such
contract the right to terminate such contract. There are no other
material contracts, commitments or agreements in effect related to the
Properties that have not been disclosed to the Purchaser in writing.
3.2.1.2 Litigation. Except as disclosed in Schedule "3.4" attached hereto
as a part hereof, there is: no action, suit, or proceeding pending,
threatened, or contemplated against the Sellers or the Properties; and
no proceeding, investigation, charges, audit, or inquiry threatened or
pending before or by any federal, state, municipal or other
governmental court, department, commission, board, bureau, agency or
instrumentality which might result in an adverse effect on the Sellers
or the Properties.
3.3 Broker's or Finder's Fees. The Sellers have not incurred any liability,
contingent, or otherwise, for broker's or finder's fees in respect of this
Agreement for which the Purchaser will have any responsibility whatsoever.
3.4 Taxes. All ad valorem, property, production, severance, and similar taxes
and assessments based on or measured by the ownership of property
comprising the Properties or the production or removal of hydrocarbons or
the receipt of proceeds therefrom have been timely paid when due and are
not in arrears.
3.5 Contracts, Consents and Preferential Rights. The Sellers have described in
Schedule "3.7" attached hereto as a part hereof: (a) all partnership, joint
venture, farmin/farmout, dry hole, bottom hole, acreage contribution, area
of mutual interest, purchase, and/or acquisition agreements of which any
terms remain executory which materially affect the Properties; (b) all
other executory contracts to which the Sellers are parties which materially
affect any item of the Properties; (c) all governmental or court approvals
and third party contractual consents required in order to consummate the
transactions contemplated by this Agreement; (d) all agreements pursuant to
which third parties have preferential rights or similar rights to acquire
any portion of the Properties upon the sale contemplated by this Agreement;
and (e) all other contracts and agreements which are in any single case of
material importance to the Properties.
3.6 Insurance. The Sellers will maintain or cause to be maintained through the
Closing Date, with financially sound and reputable insurers, insurance to
the extent and against such hazards and liabilities and in such types and
amounts as is commonly maintained by entities similarly situated.
3.7 Powers of Attorney. There are no outstanding powers of attorney relating to
or affecting any of the Properties.
3.8 Equipment. The equipment has been installed, maintained, and operated by
the operator thereof as a prudent operator in accordance with oil and gas
industry standards and is currently in a state of repair so as to be
adequate for normal operations of the Properties.
3.9 Affiliate Transactions. There are no transactions affecting any of the
Properties between the Sellers and any of the Sellers' affiliates, except
as set forth in Schedule "3.11" attached hereto as a part hereof. As used
in this Agreement, "affiliate" means, with respect to any person or entity,
each other person or entity directly or indirectly controlling, controlled
by, or under common control with such person.
3.10 Intangible Property. There are no material trademarks, trade names,
patents, service marks, brand names, computer programs, data bases,
industrial designs, copyrights, or other intangible properties that are
necessary for the operation, or continued operation, or for the ownership
and operation, or continued ownership and operation, of any of the
Properties.
4. Purchaser's Representations and Warranties. The Purchaser represents and
warrants to the Sellers that as of the date of this Agreement and the Closing
Date:
4.1 Organization, Good Standing, Etc. The Purchaser is a corporation duly
organized, validly existing and in good standing and has all requisite
corporate power and authority to own, lease, and operate its properties and
to conduct its business as now being conducted.
4.2 Authority. Purchaser has taken all necessary action to authorize the
execution, delivery, and performance of this Agreement and has adequate
power, authority, and legal right to enter into, execute, deliver, and
perform the transactions contemplated by this Agreement. This Agreement is
legal, valid, and binding with respect to the Purchaser and is enforceable
in accordance with its terms.
4.3 Permits. On the Closing Date, the Purchaser will secure all approvals,
authorizations, consents, licenses, orders, franchises, rights,
registrations, and permits of all governmental agencies, whether federal,
state or local, United States or foreign, required to permit the continued
operation of the Sellers' business as presently conducted (the "Permits")
and each will be in full force and effect and will have been duly and
validly issued, except where the absence of which, singly or in the
aggregate, would not have a material adverse effect on the Properties.
5. Covenants. The parties agree to perform the following prior to the Closing
Date:
5.1 Access to Information. During the period commencing on the date of this
Agreement and ending on the Closing Date, the Sellers will afford the
Purchaser and the Purchaser's authorized representatives full access during
normal business hours to the properties, books, records, employees,
accountants, and lawyers of the Sellers to make such investigation as the
Purchaser desires regarding the Properties and furnish such financial,
operating data, information, and responses as the Purchaser might
reasonably request with respect to the Properties.
5.2 Inspection. Prior to the Closing Date the Purchaser will conduct such
investigation and inspection with respect to the Properties as the
Purchaser deems appropriate.
5.3 Title Adjustments. In addition to any other remedies available to the
Purchaser, if a title defect exists with respect to one (1) or more of the
Properties which the Sellers refuse to or cannot cure prior to the Closing
Date, then the Purchaser may elect in writing to close the acquisition of
the Properties in accordance with the terms of this Agreement and adjust
the Purchase Price downward as provided herein. If the title defect is an
encumbrance or charge which is undisputed and liquidated, the decrease in
the Purchase Price will be the amount necessary to satisfy such charge and
remove the title defect. In all other cases, the amount of the decrease in
the Purchase Price will be the amount determined by multiplying the
percentage of the specific Property affected by the title defect by the
allocation of the Purchase Price to that specific Property.
5.4 Conduct of Businesses. Prior to the Closing Date, the Sellers will operate
the Properties in a businesslike manner in accordance with the Sellers'
prior practices and will use the Sellers' best efforts to maintain and
preserve the Properties. In addition, unless the Purchaser otherwise
consents in writing: the Sellers have not and will not transfer, sell,
mortgage, pledge, encumber, or dispose of any of the Properties; or make,
permit any amendment or permit the termination of any material contract,
agreement, or commitment relating to the Properties. The Sellers and the
Sellers' affiliates, advisors or representatives will not, directly or
indirectly, encourage, initiate, engage in discussions or negotiations
with, or provide any information to, any corporation, partnership, person
or other entity or group concerning the sale of the Properties.
5.5 Consents. The parties will use their best efforts to obtain all licenses,
permits, consents, approvals, authorizations, qualifications, and orders of
governmental authorities and parties to contracts with the Sellers as are
necessary for the consummation of the transactions contemplated by this
Agreement. However, no contract will be amended to increase the amount
payable thereunder and no burden to the Sellers or the Purchaser will be
increased to obtain any consent, approval or authorization.
5.6 Conditions. The Sellers and the Purchaser will use their respective best
efforts to cause the conditions in paragraphs 6 and 7 to be satisfied.
6. Purchaser's Conditions Precedent. The obligation of the Purchaser to
consummate the transactions contemplated by this Agreement is subject to
the satisfaction or waiver (subject to applicable law) on or before the
Closing Date of each of the following conditions:
6.1 No preliminary or permanent injunction or other order will have been issued
by any court of competent jurisdiction or any regulatory body preventing
consummation of the transactions contemplated by this Agreement;
6.2 No action will have been commenced or threatened against the Sellers, the
Purchaser or any of their respective affiliates, associates, officers, or
directors seeking damages arising from, or to prevent or challenge the
transactions contemplated by this Agreement;
6.3 All representations and warranties, if any, of the Sellers contained herein
will be true and correct in all material respects;
6.4 The Sellers will have performed or satisfied as of the Closing Date all
obligations, covenants, agreements, and conditions contained in this
Agreement to be performed or complied with by the Sellers;
6.5 There shall not have accrued any material adverse change, nor any event
which can be reasonably expected to result in a material adverse change in
the Properties;
6.6 All actions, proceedings, instruments, and documents required to carry out
the transactions contemplated hereby will have been satisfactory to the
Purchaser's counsel, including, without limitation, releases of any and all
liens, claims, security interests, or other encumbrances covering any of
the Properties, and the Sellers will have delivered such additional
certificates and other documents as the Purchaser reasonably requests
including, without limitation, such certificates of the Sellers dated as of
the Closing Date evidencing compliance with the conditions set forth in
this paragraph 6;
6.7 The Purchaser shall have received and reviewed all schedules to be provided
by the Sellers and such schedules shall not be materially different than
anticipated by the Purchaser; and
7. Sellers' Conditions Precedent. The obligation of the Sellers to consummate
the transactions contemplated by this Agreement is subject to the satisfaction,
on or before the Closing Date of each of the following conditions, any or all of
which may be waived in whole or in part:
7.1 No preliminary or permanent injunction or other order will have been issued
by any court of competent jurisdiction or any governmental or regulatory
body preventing consummation of the transactions contemplated by this
Agreement;
7.2 No action will have been commenced or threatened against the Sellers, the
Purchaser or any of their respective affiliates, associates, officers, or
directors seeking damages arising from, to prevent or to challenge the
transactions contemplated by this Agreement;
7.3 All representations and warranties of the Purchaser contained herein will
be true and correct in all material respects;
7.4 The Purchaser will have performed in all material respects all obligations,
agreements and conditions contained in this Agreement to be performed or
complied with by the Purchaser; and
7.5 The Sellers will have received such certificates of the Purchaser dated the
Closing Date and signed by officers of the Purchaser and others to evidence
compliance with the conditions set forth in this paragraph 7.
8. The Closing. Unless extended in writing executed by the Sellers and the
Purchaser, the transactions contemplated by this Agreement will be consummated
at 10:00 a.m. local time in the offices of the Purchaser on or before December
1, 2006 (the "Closing Date").
8.1 Purchaser's Deliveries. On the Closing Date, the Purchaser will deliver or
cause to be delivered to the Sellers the following items (all documents
will be duly executed and acknowledged where required):
8.1.1 Payment. The portion of the Purchase Price due under paragraph 2 as
adjusted under paragraph 5.3 and 9 of this Agreement;
8.1.2 Closing Memorandum. A memorandum setting forth the items delivered
and accounting for the payments made on the Closing Date; and
8.1.3 Additional Documents. Such additional documents as might be
reasonably requested by the Sellers to consummate this Agreement.
8.2 Sellers' Deliveries. On the Closing Date, the Sellers will deliver or cause
to be delivered to the Purchaser the following items (all documents will be
duly executed and acknowledged where required):
8.2.1 Assignments. Assignments and conveyances in substantially the form of
Schedule "8.2.1" attached hereto as a part hereof conveying to the
Purchaser all of the Sellers' right, title, and interest in and to the
Properties;
8.2.2 Closing Memorandum. A memorandum setting forth the items delivered
and accounting for the payments made on the Closing Date; and
8.2.3 Additional Documents. The Records and such additional documents as
might be reasonably requested by the Purchaser to consummate this
Agreement.
8.3 Costs. The Sellers will pay all the Sellers' attorneys' fees. The Purchaser
will pay the following closing costs: (a) the Purchaser's attorneys' fees;
(b) the cost of documentary stamps, if any, to be affixed to any deeds
conveying title to the Properties to the Purchaser; (c) all sales taxes
assessed in connection with consummation of this transaction; (d) any other
charge imposed for the transfer of any item comprising the Properties; and
(e) the cost of recording all documents.
9. Adjustments. All receipts and disbursements with respect to the Properties
will be prorated as of the Effective Date as follows: gross proceeds from sales
of Hydrocarbons prior to the Effective Date attributable to the Properties will
be the property of and payable to the Sellers; gross proceeds from sales of
Hydrocarbons after the Effective Date attributable to the Properties will be the
property of and payable to the Purchaser; all costs, expenses, and expenditures
attributed directly to the Properties and arising prior to the Effective Date
will be the obligation of the Sellers; all costs, expenses, and expenditures
attributed directly to the Properties and arising after the Effective Date will
be the obligation of the Purchaser; and all real and personal property ad
valorem taxes and special assessments for the Properties payable for any taxable
period prior to the calendar year in which the Closing Date occurs will be the
obligation of the Sellers. Any of the foregoing adjustments which can be
quantified on the Closing Date and any adjustments under paragraph 5.3 will be
treated as an adjustment to the Purchase Price. Subsequent to the Closing Date,
the foregoing adjustments will be accounted for by the parties and paid to the
appropriate party on or before the fifteenth (15th) day after the end of each
month.
10. Termination. This Agreement may be terminated and the transactions
contemplated hereby may be abandoned by: mutual consent of the Sellers and the
Purchaser; the Purchaser, if the Purchaser is not in default and the conditions
set forth in paragraph 6 of this Agreement have not been satisfied by the
Sellers or waived by the Purchaser; or the Sellers, if the Sellers are not in
default, and the conditions precedent set forth in paragraph 7 of this Agreement
have not been satisfied or waived by the Sellers. In the event of termination,
written notice thereof will be given to the other party or parties specifying
the provision pursuant to which such termination is made. On termination
pursuant to this paragraph 10, this Agreement will become void and have no
effect, and there will be no liability hereunder on the part of the Purchaser or
the Sellers or any of their respective officers, directors, employees, agents,
stockholders, or principals.
11. Default. If a party fails to perform any obligation contained in this
Agreement, the party claiming default will serve written notice to the other
party specifying the nature of such default and demanding performance. If the
Sellers fail to cure such default within ten (10) days after receipt thereof,
the Purchaser will have the option to waive such default, to demand specific
performance, to exercise any other remedy available at law or in equity, or to
terminate this Agreement. If the Purchaser fails to cure such default within ten
(10) days after receipt thereof, the Sellers will have the option to waive such
default or to terminate this Agreement to demand specific performance, to
exercise any other remedy available at law or in equity, or to terminate this
Agreement. The parties are entitled to enforce this Agreement by specific
performance without the necessity of demonstrating inadequacy of damages or
irreparable harm.
12. Miscellaneous. It is further agreed as follows:
12.1 Notices. Any notice, demand, or communication required or permitted to be
given by any provision of this Agreement will be in writing and will be deemed
to have been given and received when delivered personally or by telefacsimile to
the party designated to receive such notice, or on the date following the day
sent by overnight courier, or on the third (3rd) business day after the same is
sent by certified mail, postage and charges prepaid, directed to the following
addresses or to such other or additional addresses as any party might designate
by written notice to the other parties:
To the Purchaser: NITRO PETROLEUM, Inc.
X.X. Xxx 000
Xxxxxxxxxx, X.X. Xxxxxx X0X0X0
Attn: Xxx Xxxxx, President
Telephone: (000) 000-0000
To the Sellers: HOCO, Inc..
0000 X.X. Xxxxxxxxxx, Xxxxx 000
Xxxxxxxx Xxxx, XX 00000
Attn: Xxx X. Xxxx, President
Telephone: (000) 000-0000
Fax: (000) 000-0000
Wise Oil & Gas, LLC
00000 Xxxxxx Xxxx
Xxxxxxxx, XX 00000
Attn: Xxxxx Xxxx, Managing Member
Telephone: (000) 000-0000
Fax: (405)
LMH Energy, a general partnership
X.X. Xxx 0000
Xxxxxxx Xxxxx, XX 00000-0000
Attn: Xxxx X. Xxxx, President
Telephone: (000) 000-0000
Fax: (000) 000-0000
Xxxx Xxxxx
Xxxx Xxxx
12.2 Representations and Warranties. The respective representations and
warranties of the Sellers and the Purchaser contained in this Agreement, any
certificate or any other document delivered prior to or on the Closing Date will
not be deemed waived or otherwise affected by any investigation made by any
party hereto. Each and every such representation and warranty will survive the
Closing Date and will not be terminated or extinguished. This paragraph 12.2
will have no effect on any other obligation of the parties hereto, whether to be
performed before or after the Closing Date.
9.1
12.3 Cooperation. Prior to and at all times following the termination of this
Agreement the parties agree to execute and deliver, or cause to be executed and
delivered, such documents and do, or cause to be done, such other acts and
things as might reasonably be requested by any party to this Agreement to assure
that the benefits of this Agreement are realized by the parties.
12.4 Press Release. The Purchaser will prepare and issue all press releases
relating to this Agreement and the sale of the Properties.
12.5 Choice of Law. This Agreement will be interpreted, construed and enforced
in accordance with the laws of the State of Oklahoma. The parties consent to
jurisdiction and exclusive venue in the District Court of Oklahoma County,
Oklahoma or the United States District Court for the Western District of
Oklahoma.
12.6 Headings. The paragraph headings contained in this Agreement are for
reference purposes only and are not intended to affect in any way the meaning or
interpretation of this Agreement.
12.7 Entire Agreement. This Agreement, any related agreement, and any document
executed in connection herewith or therewith on or after the date of this
Agreement constitute the entire agreement between the parties with respect to
the subject matters hereof, and that there are no prior or contemporaneous oral
promises or agreements which affect the parties rights or agreements herein.
12.8 Assignment. It is agreed that the parties may not assign such party's
rights nor delegate such party's duties under this Agreement without the express
written consent of the other party to this Agreement.
12.9 Amendment. Neither this Agreement, nor any of the provisions hereof can be
changed, waived, discharged, or terminated, except by an instrument in writing
signed by the party against whom enforcement of the change, waiver, discharge,
or termination is sought.
12.10 Severability. If any clause or provision of this Agreement is illegal,
invalid, or unenforceable under any present or future law, the remainder of this
Agreement will not be affected thereby. It is the intention of the parties that
if any such provision is held to be illegal, invalid, or unenforceable, there
will be added in lieu thereof a provision as similar in terms to such provisions
as is possible and to be legal, valid, and enforceable.
12.11 Attorney Fees. If any party institutes an action or proceeding against any
other party relating to the provisions of this Agreement, the party to such
action or proceeding which does not prevail will reimburse the prevailing party
therein for the reasonable expenses of attorneys' fees and disbursements
incurred by the prevailing party.
12.12 Waiver. Waiver of performance of any obligation or term contained in this
Agreement by any party, or waiver by one party of the other's default hereunder
will not operate as a waiver of performance of any other obligation or term of
this Agreement or a future waiver of the same obligation or a waiver of any
future default.
12.13 No Third Party Beneficiaries. This Agreement has been and is made solely
for the benefit of and shall be binding upon the parties hereto and their
respective successors and permitted assigns and no other person will acquire or
have any rights under or by virtue of this Agreement.
12.14 Execution in Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered will be deemed an
original and which together will constitute one and the same instrument.
IN WITNESS WHEREOF, the Sellers and the Purchaser have executed this
Agreement on the date first above written to be effective on the Effective Date.
HOCO, INC., an Oklahoma corporation
By /s/ Xxx Xxxx
---------------------------
Xxx X. Xxxx, President
LMH ENERGY
By /s/ Xxxx Xxxx
-----------------------------
Xxxx X. Xxxx, Partner
/s/ Xxxx Xxxx
---------------
Xxxx X. Xxxx, Partner
WISE OIL & GAS, LLC
By /s/ Xxxxx Xxxx
-------------------------------
Xxxxx Xxxx, Managing Member
/s/ Xxxx Xxxxx
--------------
Xxxx Xxxxx
/s/ Xxxx Xxxx
-------------
Xxxx Xxxx
(the "Sellers")
NITRO PETROLEUM, INC.
By /s/ Xxx Xxxxx
------------------------------------------------------------
Xxx Xxxxx, President
(the "Purchaser")
SCHEDULE 1.1
LANDS, PROPERTIES, AND INTERESTS
NE/4 SE/4 NE/4 and NE/4 SE/4 and NE/4 NW/4 SE/4 and S/2 NE/4 NE/4 and
NE/4 NE/4 NE/4 and S/2 SE/4 NE/4 Section 28, and SE/4 SW/4 NW/4 and
NW/4 SW/4 and N/2 SW/4 NW/4 and SE/4 SW/4 NW/4 of Section 27, all in
Township 25 North, Range 17 East, Nowata County, Oklahoma
LANDS, PROPERTIES, AND INTERESTS
W/2 NW/4 NE/4 and NE/4 NW/4 NE/4 and NW/4 NE/4 NE/4 of Section 28, and
the W/2 SE/4 of Section 21, all in Township 25 North, Range 17E, Nowata
County, Oklahoma.
SCHEDULE 2.1
ALLOCATION OF PURCHASE PRICE
East and West Xxxxxxxx Prospects
Cash $200,000.00
---- -----------
HOCO, Inc. (50%) $100,000.00
Wise Oil and Gas (25%) $50,000.00
LMH Energy (25%) $50,000.00
Xxxxxx prospects Cash $50,000.00
---------------- ------- ----------
Wise Oil and Gas (25%) $12,500.00
Xxxx Xxxxx (37.5%) $18,750.00
Xxxx Xxxx (37.5%) $18,750.00
SCHEDULE 3.3
CONTRACTS AND AGREEMENTS IN DEFAULT
NONE
SCHEDULE 3.4
LITIGATION
NONE
SCHEDULE 3.7
CONTRACTS, CONSENTS, AND PREFERENTIAL RIGHTS
NONE
SCHEDULE 3.11
AFFILIATED TRANSACTIONS
NONE
SCHEDULE 8.2.1
ASSIGNMENT, XXXX OF SALE, AND CONVEYANCE
STATE OF OKLAHOMA )
as:
COUNTY OF NOWATA )
ASSIGNMENT OF OIL AND GAS LEASE KNOW ALL MEN BY THESE PRESENTS:
THAT the undersigned parties, hereinafter called "Assignor", for and in
consideration of the sum of TEN DOLLARS ($10.00) the receipt of which is hereby
acknowledged, does hereby assign, transfer, sell and convey unto Nitro
Petroleum, Inc., herein called Assignee, all right, title and interest in and to
the Oil and Gas Leases described on Exhibit "A" (the "Properties"), together
with all the rights incident thereto the personal property thereon, appurtenant
thereto, or used or obtained in connection therewith including the following:
l. All of Sellers' undivided right, title, and interest in, to and under the
leases, overriding royalty interests, fee mineral interests, mineral
rights, fee royalty interests, carried interests, net revenue interests,
net profits interests, licenses, production payments, permits, and other
interests and agreements relating to the Properties, together with all
other interests of Sellers in and to the Propertied and the xxxxx located
thereon,
2. All of Sellers' undivided right, title and interest in all Hydrocarbons
produced from or allocated to the Properties and sold after the effective
date hereof. The term "Hydrocarbons" means and includes oil, gas,
casinghead gas, condensate, natural gas liquids, and all components of the
foregoing.
3. All of Sellers' undivided interest in and to all documents, agreements, and
contracts relating to the Properties including, without limitation, leases,
operating agreements, gas balancing agreements, oil, gas and condensate
purchase and sale agreements, processing, gathering, compression and
transportation agreements, joint venture agreements, farmout agreements,
farmin agreements, dry hole agreements, bottom hole agreements, acreage
contribution agreements, area of mutual interest agreements, easements,
permits, salt water disposal agreements, surface agreements, unitization or
pooling agreements, warranties, covenants, indmenities, and representations
from third parties.
4. All of Sellers' interest in and to all real, personal and mixed, movable,
immovable, tangible and intangible property, and all other fixtures and
improvements appurtenant to or used in connection with the Properties,
including, without implied limitation, all xxxxx, fixtures, equipment,
gathering systems, processing plants, pipelines, claims, rights, and causes
of action against third parties whether asserted and unasserted or known
and unknown.
5. All of Sellers' interest and estate in and to or derived under any oil,
gas, and mineral unitization, pooling and communitization agreements,
declarations or orders relating to the Properties, and the units, pools, or
communitized areas, if any, created thereby (including, without limitation,
all units, pools, or communitized areas formed under orders, regulations,
rules, or other official acts
EXECUTED this 10th day of November, 2006
/s/ Xxxxx Xxxx /s/ Xxxx Xxxxx
---------------------------------------- ---------------
Xxxxx Xxxx, Managing Member Xxxx Xxxxx
Xxxx Oil & Gas LLC
/s/ Simlicio Misceo
------------------------
Xxxxxxxxx Xxxxxx
STATE OF OKLAHOMA
COUNTY OF Pottawatomie
This instrument was acknowledged before me this 10 day of November, 2006 by
Xxxxx Xxxx, as Managing Member of Wise Oil & Gas, LLC.
/s/
------------------------------
Notary Public
My Commission Number and Expiration:
0-00-00
Xxxxxxxx xx Xxxxxxx Xxxxxxxx, Xxxxxx
County of Westminster
This instrument was acknowledged before me this 6th day of November, 2006
by Xxxxxxxxx Xxxxxx, an individual.
/s/
----------------------------
Xxxxx X. Xxxxxxxx
Notary Public
240-1.40 Xxxxxx Xxx.
Xxxxxxxxx, X.X. X0X 0X0
Tel (000)000-0000
Fax (000)000-0000
My Commission Number and Expiration
Permanent Commission
-----------------------------------
Province of British Columbia, Canada
County of Westminster
This instrument was acknowledged before me this 6th day of November, 2006 by
Xxxx Xxxxx, an individual
/s/
-----------------------------------
Xxxxx X. Xxxxxxxx
Notary Public
Permanent Commision
EXHIBIT "A"
Lessor Xxxxx Xxxxxx
Lessee: Wise Oil & Gas Company
Date; April 20, 2005
Recorded: April 20, 2005 in Book 726, Page 813
Legal Description: W/2 NW/4 NE/4 and NE/4 NW/4 NE/4 and NW/4 NE/4
NE/4 of Section 28 and the W/2 SE/4 of
Section 21, all in Township 25 North, Range 17E,
Nowata County,
It is the intent of the Assignors to assign and convoy all right title
and interest in and to the above described lands, whether described correctly
herein, or not.
ASSIGNMENT
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Wise Oil & Gas, LLC, whose address is 00000 Xxxxxx Xxxx, Xxxxxxxx,
Xxxxxxxx 00000, hereinafter referred to as ASSIGNOR, and
Nitro Petroleum, Inc., 0000 XX Xxxxxxxxxx, #000, Xxxxxxxx Xxxx, XX 00000
hereinafter referred to as ASSIGNEE for and in consideration of TEN DOLLARS
($10.00) and other good and valuable consideration, the receipt of which is
hereby acknowledged, ASSIGNOR does hereby grant, bargain, sell, transfer, assign
and convey, unto ASSIGNEE, its successors and assigns, the fractional interest
as set out above in and to the oil and gas leases covering the following to wit
at a 78% NRI lease.
NE/4 SE/4 NE/4 and NE/4 SE/4 and NE/4 NW/4 SE/4 and S/2 NE/4 NE/4 and NE/4 NE/4
NE/4 and S/2 SE/4 NE/4 Section 28, and SE/4 SW/4 NW/4 and NW/4 S W14 and N/2
SW/4 NW/4 and SE/4 SW/4
NW/4 of Section 27, all in Township 25 North, Range 17 East, Nowata County,
Oklahoma THIS ASSIGNMENT is subject to the unrecorded Joint Operating Agreement.
THIS ASSIGNMENT is subject to all Royalty, Overriding Royalty and applicable
leasehold burdens, right title and interest.
THIS ASSIGNMENT is made effective December 1, 2006.
THIS ASSIGNMENT is made without warranty, express or implied. DATED this day of
December 1, 2006.
ASSIGNOR:
Wise Oil & G LLC
/s/ Xxxxx Xxxx
----------------------
By: Xxxxx Xxxx, Manager
ACKNOWLEDGMENT
STATE OF OKLAHOMA
COUNTY OF Patt.
Before ME, THE UNDERSIGNED, a Notary Public, in and for said county and state on
this day of December 1, 2006, personally Xxxxx Xxxx to me known to be the
identical person who subscribed the name of the maker thereof to the foregoing
instrument and acknowledged to me that he executed the same as his free and act
and deed, and as the free and voluntary act deed for the uses and purposes
therein set forms
Given under my hand and seal of office the day year last above written.
My commission Expires 7-16-09 /s/
------- --------------------------
Notary Public
ASSIGNMENT
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, HoCo, Inc., whose address is 0000 XX Xxxxxxxxxx, #000,
Xxxxxxxx Xxxx, XX., 00000 hereinafter referred to as ASSIGNOR, and
Nitro Petroleum, Inc., 0000 XX Xxxxxxxxxx, #000, Xxxxxxxx Xxxx, XX 00000
hereinafter referred to as ASSIGNEE for and in consideration of TEN DOLLARS
($10.00) and other good and valuable consideration, the receipt of which is
hereby acknowledged, ASSIGNOR does hereby grant, bargain, sell, transfer, assign
and convey, unto ASSIGNEE, its successors and assigns, the fractional interest
as set out above in and to the oil and gas leases covering the following to wit
at a 78% NRI lease.
NE/4 SE/4 NE/4 and NE/4 SE/4 and NE/4 N W14 SE/4 and S/2 NE/4 NE/4 and NE/4 NE/4
NE/4 and S/2 SE/4 NE/4 Section 28, and SE/4 SW/4 NW/4 and NW/4 SW/4 and N/2 SW/4
NW/4 and SE/4 SW/4
NW/4 of Section 27, all in Township 25 North, Range 17 East, Nowata County,
Oklahoma I HIS ASSIGNMENT is subject to the unrecorded Joint Operating
Agreement.
THIS ASSIGNMENT is subject to all Royalty, Overriding Royalty and applicable
leasehold burdens, right title and interest.
THIS ASSIGNMENT is made effective December 1, 2006.
THIS ASSIGNMENT is made without warranty, express or implied. DATED this day of
December 1, 2006.
ASSIGNOR:
HoCo, Inc.
/s/ Xxx X. Xxxx
----------------------------
Xxx X. Xxxx
ACKNOWLEDGMENT
STATE OF OKLAHOMA
COUNTY OF Patt.
Before ME, THE UNDERSIGNED, a Notary Public, in and for said county and state on
this day of December 1, 2006 personally Xxx X. Xxxx to me known to be the
identical person who subscribed the name of the maker thereof foregoing
instrument and acknowledged to me that he executed the same as his free and
voluntary act and deed, and as the free and voluntary act deed for the uses and
purposes therein set fore
Given under my hand and seal of office the day year above written.
My commission Expires 7-16-09
------- -----------------
Notary Public
ASSIGNMENT
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, LMH Energy., whose address is 0000 XX Xxxxxxxxxx, #000,
Xxxxxxxx Xxxx, XX., 00000 hereinafter referred to as ASSIGNOR, and
Nitro Petroleum, Inc., 0000 XX Xxxxxxxxxx, #000, Xxxxxxxx Xxxx, XX
00000
hereinafter referred to as ASSIGNEE for and in consideration of TEN DOLLARS
($10.00) and other good and valuable consideration, the receipt of which is
hereby acknowledged, ASSIGNOR does hereby grant, bargain, sell, transfer, assign
and convey, unto ASSIGNEE, its successors and assigns, the fractional interest
as set out above in and to the oil and gas leases covering the following to wit
at a 78% NRI lease.
NE/4 SE/4 NE/4 and NE/4 SE/4 and NE/4 NW/4 SE/4 and S/2 NE/4 NE/4 and NE/4 NE/4
NE/4 and S/2 SE/4 NE/4 Section 28, and SE/4 SW/4 NW/4 and NW/4 SW/4 and N/2 SW/4
NW/4 and SE/4 SW/4
NW/4 of Section 27, all in Township 25 North, Range 17 East, Nowata County,
Oklahoma THIS ASSIGNMENT is subject to the unrecorded Joint Operating Agreement.
THIS ASSIGNMENT is subject to all Royalty, Overriding Royalty and applicable
leasehold burdens, right title and interest.
THIS ASSIGNMENT is made effective December 1, 2006.
THIS ASSIGNMENT is made without warranty, express or implied. DATED this day of
December 1, 2006.
ASSIGNOR: LMH Energy
/s/ Xxxx X. Xxxx Xxxx Xxxx
----------------------------------
BY Xxxx & Xxxx Xxxx
ACKNOWLEDGMENT
STATE OF OKLAHOMA
COUNTY OF Patt.
-----
Before ME, THE UNDERSIGNED, a Notary Public, in and for said county and state on
this day of December 1, 2006 personally Xxxx and Xxxx Xxxx to me known to be the
identical person who subscribed the name of the maker thereof to the foregoing
instrument and acknowledged to me that he executed he same as his free and
voluntary act and deed, and as the free and voluntary act deed for the uses and
purposes therein set fore
Given under my hand and seal of office the day year last above written.
My commission Expires 7-16-09 /s/
------- --------------------------
Notary Public
