14
EXHIBIT 10.64
AGREEMENT FOR GRANT OF OPTIONS TO ACQUIRE 30% AND 50% INTERESTS
IN PETROLEUM EXPLORATION PERMIT 38256, NEW ZEALAND
THIS AGREEMENT made as of June 25, 1998
AMONG:
TRANS-ORIENT PETROLEUM (NZ) LTD., a body corporate
subsisting under the laws of New Zealand, with a place of
business at 000 Xxxxx Xxxx, Xxxxx, Xxxxxxxxxx, Xxx
Xxxxxxx
("TOP")
OF THE FIRST PART
AND:
INDO-PACIFIC ENERGY (NZ) LTD., a body corporate
subsisting under the laws of New Zealand, with a place of
business at 000 Xxxxx Xxxx, Xxxxx, Xxxxxxxxxx, Xxx
Xxxxxxx
("Indo")
OF THE SECOND PART
AND:
TRANS NEW ZEALAND OIL COMPANY (NZ) LTD., a body corporate
subsisting under the laws of New Zealand, with a place of
business at 000 Xxxxx Xxxx, Xxxxx, Xxxxxxxxxx, Xxx
Xxxxxxx
("TNZ")
OF THE THIRD PART
WHEREAS: A. TOP is the holder of a 50% participating interest,
and Indo is the holder of a 50% participating interest, in and to
petroleum exploration permit 00000, Xxxxxxxxxx Xxxxx, Xxxxx Xxxxxx,
Xxx Xxxxxxx, granted on August 25, 1997 pursuant to the Crown
Mineral Xxx 0000 (NZ);
B. Each of TOP and Indo wish to grant to TNZ an option
to acquire from each an undivided interest of 15% in and to
petroleum exploration permit 38256 on the terms and conditions of
this Agreement; and
C. Each of TOP and Indo wish to grant to TNZ a further
option to acquire from each an undivided interest of 25% in and to
petroleum exploration permit 38256 on the terms and conditions of
this Agreement;
WITNESSES THAT the parties mutually covenant and agree as follows:
15
ARTICLE 1 DEFINITIONS AND INTERPRETATION
1.01 In this Agreement, including its recitals and
schedules, the following words and phrases have the following
meanings: 1991 Act means the Crown Minerals Act 1991 (NZ), as
amended from time to time.
Assignment Agreement means an assignment and assumption
agreement in a form prescribed by the Operator by which an Optioned
Interest is transferred to TNZ subject to a Notice being lodged
with the Secretary and to filing with, and receipt of the consent
of, the Minister on such terms and conditions as he sees fit, under
section 41 of the 1991 Act.
Business day means a day that is not a Saturday or Sunday or
a public holiday in New Zealand.
Drilling Interest means the participating interest to be
acquired by TNZ on exercise of the Drilling Option and vested in
TNZ on issue of a Permit Endorsement reflecting filing of a Notice
and an Assignment Agreement relating to exercise of the Drilling
Option.
Drilling Option means the grant by each of Indo and TOP to TNZ
of an option to acquire from each an undivided 25% participating
interest in and to the Permit in consideration that TNZ pay for all
Well Costs for the drilling of two exploration xxxxx on the Permit
in such location or locations as is determined appropriate by the
Participants in accordance with the Operating Agreement.
Effective Date means, with respect to the Exploration Option,
the date on which TNZ delivers a notice exercising the Exploration
Option and, with respect to the Drilling Option, the date on which
TNZ delivers a notice exercising the Drilling Option.
Exchange Rate means the ratio of the value of United States
dollars to New Zealand dollars on June 25, 1998.
Exploration Interest means the participating interest to be
acquired by TNZ on exercise of the Exploration Option and vested in
TNZ on issue of a Permit Endorsement reflecting filing of a Notice
and an Assignment Agreement relating to exercise of the Exploration
Option.
Exploration Option means the grant by each of Indo and TOP to
TNZ of an option to acquire from each an undivided 15%
participating interest in and to the Permit in consideration that
TNZ pay for all costs associated with, or incurred in connection
with, the collection, processing and interpretation of at least 200
kilometres of 2D seismic data, as proposed, approved and paid for
in accordance with the Operating Agreement.
16
Indo means Indo-Pacific Energy (NZ) Ltd., a body corporate
subsisting under the laws of New Zealand, with an office at 000
Xxxxx Xxxx, Xxxxx, Xxxxxxxxxx, Xxx Xxxxxxx.
Joint Venture means the relationship established between Indo
and TOP for the exploration and development of, and production
from, the Permit as provided in the Operating Agreement.
Minister means the Minister of Energy (NZ).
Notice means the notice in the form prescribed under
subsection 41(8) of the 1991 Act.
Participants means until issuance of a Permit Endorsement for
the assignment of the Exploration Interest, Indo and TOP, and
thereafter Indo, TOP, TNZ and such other parties as are admitted to
the Joint Venture in accordance with the Operating Agreement.
Permit means petroleum exploration permit issued on August 25,
1997 under the 1991 Act to Indo and TOP in the proportions of 50%
each.
Permit Endorsement means an amendment to the Permit as issued
by the Minister after lodging of a Notice with the Secretary in
accordance with section 41 of the 1991 Act.
Operating Agreement means the agreement dated June 25, 1998
between Indo and TOP providing for the appointment of Indo as
Operator and the conduct of joint operations on, and in connection
with, the Permit.
Operator means Indo or its successor as duly appointed in
accordance with the Operating Agreement.
Optioned Interests means the Exploration Interest or the
Drilling Interest.
TNZ means Trans New Zealand Oil Company (NZ) Ltd., a body
corporate subsisting under the laws of New Zealand, with an office
at 000 Xxxxx Xxxx, Xxxxx, Xxxxxxxxxx, Xxx Xxxxxxx.
TNZ(US) means Trans New Zealand Oil Company, a body corporate
subsisting under the laws of Nevada, with an office at Suite 1200,
0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0.
TOP means Trans-Orient Petroleum (NZ) Ltd., a body corporate
subsisting under the laws of New Zealand, with an office at 000
Xxxxx Xxxx, Xxxxx, Xxxxxxxxxx, Xxx Xxxxxxx.
Secretary means the Secretary of Commerce (NZ).
Well Costs means in respect of an exploration well, all direct
and indirect costs incurred in the planning and drilling of the
well, including but not limited to the following operations and
costs:
17
(a) site surveys;
(b) mobilization and demobilization of the drilling unit and
associated vehicles;
(c) running and setting surface and intermediate casing,
cementing, wireline logging, coring and repeat formation
testing;
(d) the remedying of any blow out or mechanical failure of the
well including redrilling the well;
(e) plugging and abandoning or suspending; and
(f) analysis of results required for the preparation of
completion reports.
1.02 The captions, section numbers and article numbers
appearing in this Agreement are inserted for convenience of
reference only and will in no way define, limit, constrict or
describe the scope or intent of this Agreement nor in any way
affect this Agreement.
1.03 This Agreement and all matters arising under this
Agreement will be governed by, construed and enforced in accordance
with the laws of New Zealand and all disputes will be referred to
the court of appropriate jurisdiction in the City of Wellington,
New Zealand to which jurisdiction the parties irrevocably attorn.
1.04 In this Agreement, wherever the context requires, words
importing the singular number will include the plural and vice
versa, words importing the masculine gender will include the
feminine and neuter genders and words importing persons will
include firms and corporations and vice versa.
1.05 Unless otherwise stated, a reference in this Agreement to
a numbered or lettered article, section, subsection, paragraph,
subparagraph or clause refers to the article, section, subsection,
paragraph, subparagraph or clause bearing that number or letter in
this Agreement.
1.06 Each provision of this Agreement is intended to be
severable and if any term or provision of this Agreement is
determined by a court of competent jurisdiction to be illegal or
invalid or unenforceable for any reason whatsoever, such provision
will be severed from this Agreement and will not affect the
legality, enforceability or validity of the remainder or any other
provision of this Agreement.
18
1.07 The word "including", when following any general term or
statement, is not to be construed as limiting the general term or
statement to the specific items or matters set forth or to similar
items or matters, but rather as referring to all other items or
matters that could reasonably fall within the broadest possible
scope of the general term or statement.
1.08 Accounting terms not otherwise defined have the means
assigned to them in accordance with New Zealand generally accepted
accounting principles.
1.09 A reference to currency means United States currency and
will be converted to New Zealand currency at the Exchange Rate.
1.10 A reference to statute or code includes every regulation
made pursuant thereto, all amendments to the statute or code or to
any such regulation in force from time to time, any statute, code
or regulation which supplements or supersedes such statute, code or
any such regulation and applicable policies, orders, notices and
interpretation bulletins promulgated in connection with such
statute.
1.11 A reference to an entity includes any entity that is a
successor to such entity.
1.12 Time is of the essence of the performance of every
obligation under this Agreement, and no failure or lack of
diligence by any party in proclaiming or seeking redress for any
violation of, or insisting on strict performance of, any provision
of this Agreement will prevent a subsequent violation of that
provision, or of any other provision, from giving rise to any
remedy that would be available if it were an original violation of
that provision or another provision.
1.13 This Agreement will be binding upon and enure to the
benefit of the respective heirs, executors, administrators and
other legal representatives and, to the extent permitted hereunder
and to be permitted under an operating agreement relating to the
Permit, the respective successors and assigns, of the parties.
ARTICLE 2 INDO AND TOP'S REPRESENTATIONS, WARRANTIES AND COVENANTS
2.01 Indo and TOP severally represent and warrant to, and
covenant with, TNZ that:
(a) each is duly incorporated under the laws of New Zealand,
validly exists and is in good standing with respect to all
applicable law, and is duly registered to carry on business in
all other jurisdictions in which it carries on business;
19
(b) each owns all right, title and interest in an to 50% of
the Permit as tenants-in-common and no other person, firm or
corporation has any legal or beneficial interest, vested or
contingent, in or to the Permit;
(c) the Permit is valid and subsisting in accordance with its
terms and conditions and the provisions of the 1991 Act;
(d) each has good and sufficient right and authority to enter
into this Agreement on the terms and conditions set forth, to
grant the Optioned Interests to TNZ, and on exercise of either
of the Optioned Interests by TNZ and on compliance with
section 41 of the 1991 Act, transfer the legal and beneficial
title to the Optioned Interest which TNZ has exercised to TNZ;
(e) the Operating Agreement is a valid and subsisting
agreement enforceable in accordance with its terms and is the
entire agreement among Indo and TOP with respect to the
conduct of operations on, and in connection with, the Permit;
(f) the making of this Agreement and the completion of the
transactions contemplated in this Agreement does not conflict
with or result in the breach or acceleration of any
indebtedness under, or constitute default under, the
constating documents of Indo or TOP or any indenture,
mortgage, agreement, lease, license or other instrument to
which either is a party or by which it is bound, or any
judgment or order of any court or administrative body by which
either is bound;
(g) there are no liabilities, whether direct, indirect
absolute, contingent or otherwise that would have a material
adverse affect on the Permit or the Optioned Interests;
(h) there is no basis for and there are no actions, suits
judgments, investigations or proceedings outstanding or
pending by or against Indo or TOP and, to the several
knowledge of Indo or TOP or either of them, there is no basis
for and there are no actions, suits, judgments, investigations
or proceedings threatened against or affecting Indo or TOP at
law or in equity or before or by any federal, provincial,
state, municipal or other governmental department, commission,
board, bureau or agency which would materially adversely
affect the right, title or interest of Indo or TOP in or to
the Permit; and
(i) the grant of either the Exploration Option of the Drilling
Option does not constitute a disposition of all or
substantially all of the assets or undertaking of either Indo
or TOP.
20
2.02 Indo and TOP covenant and agree to and with TNZ that they
will, at all times this Agreement is subsisting permit TNZ, through
its representatives, to make such investigation of the Permit and
the Optioned Interests as TNZ) deems necessary or advisable to
familiarize itself with such assets, operating on, or in connection
with, the Permit and other matters, provided such investigation
will not, however, affect or mitigate Indo's and TOP's covenants,
representations and warranties under this Agreement which will
continue in full force and effect;
2.03 The several representations, warranties, covenants and
agreements of Indo and TOP contained in this Agreement will be true
at and as of the date of vesting of the Exploration Interest and of
the Drilling Interest as though such representations, warranties,
covenants and agreements were made at and as of such dates and
except for the waiver of any condition by TNZ, the representations,
warranties, covenants and agreements of Indo and TOP will survive
such dates and, notwithstanding the exercise of the Optioned
Interests, will continue in full force and effect.
2.04 Indo and TOP will severally defend, indemnify and save
TNZ harmless from and against all actions, causes of action,
losses, damages, costs, charges, liabilities and expenses,
including, but not limited to, actual legal fees, arising out of or
in connection with any breach of any term or condition by Indo or
TOP of any covenant, representation or agreement contained in this
Agreement and not accepted or waived by TNZ at the time of exercise
of the Exploration Option or at the time of exercise of the
Drilling Option.
2.05 Indo and TOP acknowledge and agree that TNZ has entered
into this Agreement relying on the warranties, representations,
covenants and other terms and conditions of this Agreement, and
that no information which is now known or which may become known to
TNZ or its professional advisors after the date or this Agreement
will limit or extinguish the right to an indemnity under this
provision, except any breach accepted or waived by TNZ at the time
of exercise of the Exploration Option or at the time of exercise of
the Drilling Option.
ARTICLE 3 TNZ'S REPRESENTATIONS, WARRANTIES AND COVENANTS
3.01 TNZ represents and warrants to, and covenant with, Indo
and TOP that:
(a) TNZ is duly incorporated under the laws of New Zealand,
validly exists and is in good standing with respect to all
applicable law, and is duly registered to carry on business in
all other jurisdictions in which it carries on business;
21
(b) TNZ has good and sufficient right and authority to enter
into this Agreement on the terms and conditions set forth and
to acquire the legal and beneficial title to the Exploration
Interest and the Drilling Interest;
(c) the making of this Agreement and the completion of the
transactions contemplated in this Agreement does not conflict
with or result in the breach or acceleration of any
indebtedness under, or constitute default under, the
constating documents of TNZ or any indenture, mortgage,
agreement, lease, license or other instrument to which either
is a party or by which it is bound, or any judgment or order
of any court or administrative body by which it is bound;
(d) TNZ acknowledges the terms and conditions of the Operating
Agreement and covenants to permit the Operator to conduct on
behalf of TNZ before the exercise of any of the Exploration
Option of the Drilling Option all operations on, or in
connection with, the Permit on, and in accordance with, the
terms and conditions of the Operating Agreement;
(e) there is no basis for and there are no actions, suits
judgments, investigations or proceedings outstanding or
pending by or against TNZ and, to the knowledge of TNZ, there
is no basis for and there are no actions, suits, judgments,
investigations or proceedings threatened against or affecting
TNZ at law or in equity or before or by any federal,
provincial, state, municipal or other governmental department,
commission, board, bureau or agency which would materially
adversely affect the right, title or interest of TNZ in or to
the Exploration Interest or the Drilling Interest when
acquired;
(k) TNZ is solvent and able to meet in the ordinary course its
obligations with respect to the Exploration Option and the
Drilling Option, subject to the acceptance and approval from
time to time by TNZ of authorizations for expenditure prepared
from time to time by the Operator.
3.02 The representations, warranties, covenants and agreements
of TNZ contained in this Agreement will be true at and as of the
date of vesting of the Exploration Interest and of the Drilling
Interest as though such representations, warranties, covenants and
agreements were made at and as of such dates and except for the
waiver of any condition by Indo and TOP, the representations,
warranties, covenants and agreements of TNZ will survive such dates
and, notwithstanding the exercise of the Optioned Interests, will
continue in full force and effect.
22
3.03 TNZ will defend, indemnify and save Indo and TOP harmless
from and against all actions, causes of action, losses, damages,
costs, charges, liabilities and expenses, including, but not
limited to, actual legal fees, arising out of or in connection with
any breach of any term or condition by TNZ of any covenant,
representation of agreement contained in this Agreement and except
any breach accepted or waived by TNZ at the time of exercise of the
Exploration Option or at the time of exercise of the Drilling
Option.
3.04 TNZ acknowledges and agrees that Indo and TOP have
entered into this Agreement relying on the warranties,
representations, covenants and other terms and conditions of this
Agreement, and that no information which is now known or which may
become known to Indo or TOP or its professional advisors after the
date of this Agreement will limit or extinguish the right to an
indemnity under this provision, except any breach accepted or
waived by Indo or TOP at the time of exercise of the Exploration
Option or at the time of exercise of the Drilling Option.
ARTICLE 4 CONDITIONS PRECEDENT TO GRANT OF EXPLORATION OPTION
4.01 It is a condition that on execution and delivery of this
Agreement:
(a) the representations, warranties and covenants of Indo
contained in this Agreement are true and complete; and
(b) the representations, warranties and covenants of TOP
contained in this Agreement are true and complete.
ARTICLE 5 ACQUISITION OF THE EXPLORATION OPTION
5.01 Each of Indo and TOP grants to TNZ the sole and exclusive
right and option, on the terms and other conditions of this
Agreement, to acquire the Exploration Interest free and clear of
all charges, encumbrances and claims, except for those set out in
the Operating Agreement.
5.02 This Agreement and the Exploration and the Drilling
Options will terminate if before delivering a notice exercising the
Exploration Option TNZ has failed to make any payments to the
Operator in connection with work approved in accordance with the
Operating Agreement required to be done to exercise the Exploration
Option and TNZ will not be entitled to compensation or return of
monies paid in connection with work done to exercise the
Exploration Option.
5.03 All operations on, or in connection with, the Permit
until exercise of the Exploration Option will be conducted under
the Operating Agreement as if TNZ were a party to the Operating
Agreement without a vote.
23
ARTICLE 6 EXERCISE OF THE EXPLORATION OPTION
6.01 The Operator will provide all reports, maps data and
interpretation of such data, and any other information relating to
the Permit that is, or has come into, in the possession of the
Operator, to TNZ in order that TNZ may determine whether it will
exercise the Exploration Option and become a Participant and will
by written notice inform TNZ when all such information has been
provided.
6.02 Within 20 business days of delivery of the notice by the
Operator under section 6.01, TNZ will exercise the Exploration
Option by delivery of a written notice to Indo and TOP to such
effect and on and from such Effective Date will as among the
parties to this Agreement become a Participant in the Joint Venture
with respect to the Exploration Interest but nothing will obligate
TNZ to exercise the Exploration Option.
6.03 The Operator will forthwith prepare and forward an
Assignment Agreement for execution and delivery among the
Participants assigning to TNZ the Exploration Interest and lodge
such Assignment Agreement and the required Notice with the
Secretary and request the consent of the Minister under the 0000
Xxx.
6.04 It is a condition that TNZ comply with such conditions as
are prescribed by the Minister in connection with the grant of the
consent of the Minister under the 1991 Act to the transfer of the
Exploration Interest, and if there are further costs to be incurred
in connection with compliance with such conditions, such costs will
be deemed to be part of the costs of acquiring the Exploration
Interest and will be borne by TNZ.
6.05 If and when a Permit Endorsement has been issued in
connection with the request for consent to the transfer of the
Exploration Interest, a 30% right, title and interest in and to the
Permit will vest in TNZ free and clear of all charges, encumbrances
and claims, except for the obligations of TNZ under the Operating
Agreement.
ARTICLE 7 ACQUISITION OF THE DRILLING OPTION
7.01 If TNZ has exercised the Exploration Option, it may by
delivery within 80 business days of delivery of the notice under
section 6.02 acquire the Drilling Option by the delivery of a
written notice to Indo and TOP that it is acquiring the Drilling
Option and on delivery of such notice, each of Indo and TOP grants
to TNZ the sole and exclusive right and option, on the terms and
other conditions of this Agreement, to acquire the Drilling
Interest free and clear of all charges, encumbrances and claims,
except for those set out in the Operating Agreement.
24
7.02 This Agreement and the Drilling Option will terminate if
before delivering the notice exercising the Drilling Option TNZ has
failed to make any payments to the Operator in connection with Well
Costs approved in accordance with the Operating Agreement required
to be done to exercise the Drilling Option and TNZ will not be
entitled to compensation for, or return of monies paid in
connection with, Well Costs.
7.03 All operations on, or in connection with, the Permit
until exercise of the Drilling Option will be conducted under the
Operating Agreement as if TNZ were a Participant holding the
Exploration Interest.
ARTICLE 8 EXERCISE OF THE DRILLING OPTION
4.2 The obligation of TNZ to pay Well Costs will have been
met on the first to occur of:
(a) the Joint Venture deciding in accordance with the
Operating Agreement to run production casing in the second
well drilled under the Drilling Option; or
(b) the Joint Venture deciding in accordance with the
Operating Agreement to plug and abandon the second well
drilled under the Drilling Option.
8.02 The Operator will provide all reports, maps data,
interpretation of such data, results of tests, reserve
calculations, completion reports and any other information relating
to the Permit that is, or has come into, in the possession of the
Operator, to TNZ in order that TNZ may determine whether it will
exercise the Drilling Option and will by written notice inform TNZ
when all such information has been provided.
8.03 Within 20 business days of delivery of the notice by the
Operator under section 8.02, TNZ will exercise the Drilling Option
by delivery of a written notice to Indo and TOP to such effect and
on and from such Effective Date will as among the parties to this
Agreement become a Participant in the Joint Venture with respect to
the Exploration Interest and the Drilling Interest but nothing will
obligate TNZ to exercise the Drilling Option.
8.04 The Operator will forthwith prepare and forward an
Assignment Agreement for execution and delivery among the
Participants assigning to TNZ the Drilling Interest and lodge such
Assignment Agreement and the required Notice with the Secretary and
request the consent of the Minister under the 1991 Act.
25
8.05 It is a condition that TNZ comply with such conditions as
are prescribed by the Minister in connection with the grant of the
consent of the Minister under the 1991 Act to the transfer of the
Drilling Interest, and if there are further costs to be incurred in
connection with compliance with such conditions, such costs will be
deemed to be Well Costs and will be borne by TNZ.
8.06 If and when a Permit Endorsement has been issued in
connection with the request for consent to the transfer of the
Drilling Interest, a further 50% right, title and interest in and
to the Permit will vest in TNZ free and clear of all charges,
encumbrances and claims, except for the obligations of TNZ under
the Operating Agreement.
ARTICLE 9 RIGHT OF ENTRY AND ATTORNMENT TO OPERATING AGREEMENT
9.01 Throughout the term of the Exploration Option and, if TNZ
elects to proceed with the Drilling Option, the term of the
Drilling Option, the directors and officers of TNZ and TNZ(UZ), and
their servants, agents and independent contractors, will have the
rights in respect of the Permit and information relating to the
Permit as is prescribed in the Operating Agreement as if TNZ or
TNZ(US) were a Participant.
9.02 The Operator will conduct all operations on, or in
connection with the Permit in accordance with Operating Agreement
to which agreement TNZ attorns and if an action or cause of action
arises against the Operator in such capacity before TNZ becomes a
Participant, TNZ may commence and maintain such action in
accordance with the Operating Agreement as if were a Participant.
9.03 During the term of the Exploration Option, the Operator
will deal in all respects with TNZ as if TNZ were a Participant
with no vote under the Operating Agreement.:
ARTICLE 10 TERMINATION OF THE EXPLORATION OPTION
10.01 If the Exploration Option is terminated otherwise
than upon exercise , TNZ will deliver at no cost to Indo or TOP
within 90 days after termination of the Exploration Option copies
of all relevant reports, maps, assay results and other relevant
technical data compiled by, or in the possession of, TNZ with
respect to the Permit.
ARTICLE 11 TAX CONSIDERATIONS
11.01 The Operator will provide TNZ all relevant
information required to enable TNZ to assume and obtain the
benefit of allowable deductions in respect of the work to be
performed to exercise the Exploration Option and, if applicable,
the Drilling Option under applicable income tax legislation.
26
11.02 The Permit is a wildcat exploration area with no
proven economic reserves of petroleum and that the value of the
right, title and interest that may be acquired by TNZ is nil.
11.03 Each party will bear its own costs and expenses
including, without limitation, all legal costs and expenses in
relation to the preparation, negotiation and execution of this
Agreement and each of the documents which this Agreement requires
any of the parties to execute and deliver.
11.04 TNZ will bear all stamp duty and registration fees
payable under the 1991 Act and any applicable tax legislation on
this Agreement and each of the documents which this Agreement
requires any of the parties to execute.
ARTICLE 12 GENERAL
12.01 The parties will execute and deliver all such
further documents and instruments and do all such further acts
and things as any of the other parties may reasonably require to
carry out the full intent and meaning of this Agreement.
12.02 This Agreement and the Operating Agreement contain
the whole agreement among the parties in respect of the grant of
the Exploration and the drilling Options and the conduct of
operations on, and in connection with, the Permit, and there are
no warranties, representations, terms, conditions, or collateral
agreements, express, implied or statutory, other than those
expressly set forth in this Agreement and the Operating
Agreement.
12.03 No consent or waiver, express or implied, by any
party to or of any breach or default by any other party of any or
all of its obligations under this Agreement will:
(a) be valid unless it is in writing and stated to be a
consent or waiver pursuant to this paragraph;
(b) be relied upon as a consent or waiver to or of any other
breach or default of the same or any other obligation;
(c) constitute a general waiver under this Agreement; or
(d) eliminate or modify the need for a specific consent or
waiver pursuant to this paragraph in any other subsequent
instance.
12.04 Any notice to be given by any party to another will
be deemed to be given when in writing and delivered or telecopied
on any business day to the address for notice of the intended
recipient.
12.05 The address for notice of TNZ will, until changed, be:
00
Xxxxx Xxx Xxxxxxx Oil Company
Suite 1200, 1090 West Xxxxxx Street
Vancouver, B. C. V6E 2N7
Attention: Xx. Xxxxxx Xxxxxxxx, President
Telecopy: 000-000-0000
12.06 The address for notice of each of Indo and TOP
will, until changed, be:
Indo-Pacific Energy (NZ) Ltd.
Trans-Orient Petroleum (NZ) Ltd.
000 Xxxxxx Xxxx
Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxxx
Attention: Dr. Xxxxx Xxxxxxx, President
Telecopy: 011-64-4-476-0120
12.07 A party may by notice to all other parties change
its address for notice to some other address.
12.08 A notice delivered to an address for notice will be
deemed to be valid and given notwithstanding the death or
incapacity of the person to whom the notice is directed, whether
known or unknown to the person giving the notice.
12.09 TNZ may not assign its right to acquire the
Exploration Interest or the Drilling Interest without the consent
in writing of each of Indo and TOP first had and received on such
terms and conditions as may be prescribed by Indo and TOP and any
assignment of a Participating Interest by TNZ will be done in
accordance with the Operating Agreement.
12.10 Until TNZ has exercised the Exploration Option, Indo
or TOP may deal in such manner as they wish with the 10%
Participating Interest owned by each in accordance with the
Operating Agreement, but will until the expiry of the time
prescribed for acquisition by TNZ of the Drilling Option do
nothing, and not suffer or permit anything to be done, which would
render them unable to transfer to TNZ the Drilling Interest.
12.11 This Agreement will enure to the benefit of and be
binding upon the parties to this Agreement and their respective
successors and permitted assigns.
EXECUTED AS AN AGREEMENT
Signed for Indo Pacific Energy (NZ) Limited
by its duly authorised representative
/s/ Xxxx Xxxxxxx
Signature of representative
Office Held: President
Name of Representative: X. X. Xxxxxxx
28
Signed for Trans-Orient Petroleum (NZ) Limited
by its duly authorised representative
/s/ Xxxx Xxxxxxx
Signature of representative
Office Held: President
Name of Representative: X. X. Xxxxxxx
Signed for Trans New Zealand Oil Company (NZ) Ltd.
by its duly authorised representative
/s/ Xxxx Xxxxxxx
Signature of representative
Office Held: President
Name of Representative: X. X. Xxxxxxx
