Asset Purchase Agreement
Exhibit 10.19
This Asset Purchase Agreement (“Agreement”) is made on October 6, 2006, between
Bach Services & Manufacturing Company, L.L.C., a Michigan limited liability company
(“Buyer”), Aurora Oil & Gas Corporation, a Utah corporation, whose address is 0000 Xxxxxx
Xxxxx Xxxxx, Xxxxx 000, Xxxxxxxx Xxxx, XX 00000 (“Aurora”), Bach Enterprises, Inc., a
Michigan corporation, whose address is 0000 Xxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000 (“Seller”),
and Xxxxxxx Xxxx and Xxxxx Xxxx, who are the sole shareholders of Seller (“Shareholders”).
A. Seller operates an oilfield service business, which includes but is not limited to
operations for the installation of natural gas pipelines and gathering systems, and the
construction, installation and services of compressors at 0000 Xxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000
(“Business”).
B. Buyer desires to purchase all assets of Seller including, but not limited to, fixtures,
equipment, inventory, customer lists, accounts receivable, pending contracts and other assets as
described in that certain Letter of Intent dated July 10, 2006 between Shareholders and Aurora
(“Purchased Assets”).
For mutual consideration, the sufficiency of which is hereby acknowledged, the parties agree
as follows:
1. Purchase and Sale of Assets. Subject to the terms and conditions set forth in this
Agreement, at the Closing Date, as defined in Section 4, Seller shall sell, transfer and deliver to
Buyer, and Buyer shall purchase and accept from Seller, the Purchased Assets, which shall include,
without limitation, (i) the intellectual property described on Exhibit 1-A; (ii) the
equipment items and oil and natural gas interests set forth on the attached Exhibit 1-B;
and (iii) any and all claims of ownership to and all limited liability company membership interests
issued by Xxxxxx Xxxxxx North, LLC, and Aurora Holdings, L.L.C., as held by Seller, the
Shareholders, or any company controlled by any of them (as the case may be). The assets of Seller
listed on Exhibit 1-C. are not part of the sale and purchase contemplated by this Agreement
and are excluded from sale and shall remain the property of Seller after the Closing.
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2. Liabilities.
a. General Non-Assumption of Liabilities. Except as stated below, Buyer shall not assume,
expressly or implicitly, pay, perform or discharge any debts, liabilities or obligations of any
nature of Seller, whether or not related to the Business. Except to the extent provided in this
Agreement, all the debts, liabilities and obligations of Seller arising prior to Closing, whether
fixed or contingent, accrued or unaccrued, known or unknown, shall continue to be the
responsibility of Seller, which shall pay, perform and discharge them in accordance with their
terms, and nothing contained in this Agreement shall be construed in any fashion as imposing,
directly or indirectly, responsibility for any such debt, liability and obligation on Buyer. The
foregoing notwithstanding, Buyer shall assume those liabilities disclosed on the attached
Exhibit 2.a.
b. Assets Free of Liens. Except for the liabilities to be assumed by Buyer pursuant to
Section 2.a, the Purchased Assets shall be transferred to Buyer free and clear of any and all
claims, liens, mortgages, security interests, encumbrances, charges or other restrictions of title
or ownership.
3. Purchase Price and Method of Payments. The total purchase price for the Purchased Assets
is Four Million Nine Hundred Thousand and 00/100 Dollars ($4,900,000.00) (“Price”), of
which Two Hundred Thousand and 00/100 Dollars ($200,000.00) will be paid to Seller in the form of
certified check or wire transfer for Seller’s interest in certain oil and gas leases at Closing and
the balance of which shall be in the form of Aurora’s voting common stock ( “AOG Stock”).
a. Stock Consideration. It is intended by the parties to this Agreement that Buyer’s asset
acquisition shall constitute a reorganization for purposes of Section 368(a)(1)(C) of the Internal
Revenue Code of 1986, as amended. The parties to this Agreement adopt this Agreement as a “plan of
reorganization” for purposes of Treasury Regulation Section 1.368-2(g) and 1.368-3(a). The number
of shares of AOG Stock to be transferred in order to represent $4.7 million of the Price shall be
based on a per share price equal to the average of the American Stock Exchange daily closing prices
for the 30-day calendar period immediately preceding (and not including) the day of Closing as
reported in the Wall Street Journal, which is agreed by the parties to be $3.41 per share.
Shareholders shall receive 1,378,299 shares of AOG Stock. The AOG Stock to be transferred, as
consideration, will be unregistered, restricted stock that is subject to Rule 144 trading
limitations. There will be a one-year lock-up period for the AOG stock transferred at closing,
during which time the AOG stock may not be sold. (Although the AOG Stock shall be transferred directly
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to Shareholders, the parties acknowledge the transaction is being treated as if the AOG
Stock was transferred to the Seller and was immediately distributed to the Shareholders pursuant to
the corporate liquidation and distribution requirements in Section 368(a)(2)(G) of the Internal
Revenue Code).
b. Covenant Consideration. In addition to the Price, Buyer shall pay the Shareholders,
collectively, One Hundred Thousand Dollars ($100,000) at the time of Closing for the covenants not
to compete contained within the employment agreements to be signed by Buyer, Aurora and the
Shareholders.
c. Price Allocation. The Purchase Price shall be allocated in accordance with Exhibit
3.c. After the Closing, the parties shall make consistent use of the allocation, fair market
value and useful lives specified in Exhibit 3.c for all tax purposes and in all filings,
declarations and reports with the IRS in respect thereof, including the reports required to be
filed under Section 1060 of the Code. Buyer shall prepare and deliver IRS Form 8594 to Seller
within forty-five (45) days after the Closing Date to be filed with the IRS. In any proceeding
related to the determination of any tax, neither Buyer nor Seller shall contend or represent that
such allocation is not a correct allocation.
d. Closing Adjustment.
(1) Liability Assumption Value. As of the Closing Date, Seller shall transfer to Buyer the
accounts receivable, accounts payable, and the long-term liabilities in such amounts that Buyer’s
net liability assumption (the extent the accounts payable and long term liabilities exceed
transferred accounts receivable) (hereafter referred to as the “Liability Assumption
Value”) is no more than a total net liability assumption of Seventy Thousand Two Hundred Eleven
Dollars & 17/100 ($70,211.17).
(2) Purchase Price Reduction. If, as of the Closing Date, the calculated Liability Assumption
Value exceeds $70,211.17, then Seller shall pay to Buyer the difference in cash, which may be
treated as an offset against the cash portion of the Price set forth in Section 3.
(3) Purchase Price Increase. If, as of the Closing Date, the calculated Liability Assumption
Value is less than $70,211.17, then Buyer shall pay to Seller the difference in cash, which shall
be added to and considered part of the cash portion of the Price set forth in Section 3.
(4) Audit; Penalty. For a period of sixty (60) days after the Closing Date, the parties shall
have the right to audit the calculation of the Liability Assumption Value. The Shareholders shall
be liable to Buyer to the extent Buyer
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determines the Liability Assumption Value was incorrect and that additional amounts should have
been paid to Buyer, and the Shareholders shall additionally be liable for a penalty amount of 10%
of any deficiency. If the Liability Assumption Value used at Closing was more than it should have
been, thereby decreasing the amount payable to the Seller at the Closing, then Buyer shall pay the
Seller, without penalty, the amount that would have otherwise been paid to Buyer on the Closing
Date.
4. The Closing. The parties agree that the effective date of Closing, shall be as of the
close of business on Friday, October 6, 2006. The Closing of the purchase and sale provided for
in this Agreement shall be held at the offices of Aurora, or at such other place as may be fixed by
mutual agreement of Buyer and Seller, concurrently with the execution of this Agreement by Seller.
The date and event of Closing are respectively referred to in this Agreement as the “Closing
Date” and “Closing.” At the Closing:
a. Seller shall deliver to Buyer:
i. A Warranty Xxxx of Sale for the Purchased Assets, substantially in the form attached as
Exhibit 4.a.i;
ii. Release of claims and/or assignments of LLC interests for Xxxxxx Xxxxxx North, LLC, and
Aurora Holdings, L.L.C. in the form attached as Exhibit 4.a.ii; and
iii. Assignment of Oil and Gas Leases in the form attached as Exhibit 4.a.iii.
b. Aurora shall deliver to Seller by wire transfer the cash portion of the Price payable to
Seller as set forth in Section 3.
c. Aurora shall deliver to Shareholders:
i. By wire transfer $100,000 payable for the covenants not to compete;
ii. By advancing or paying the sum of $400,000 to Buyer and then causing Buyer to pay such
amount (subject to applicable taxes and withholding) to Shareholders pursuant to the employment
agreements between Buyer and Shareholders; and
iii. A certified corporate resolution of Aurora’s board of directors authorizing Aurora’s
president and CEO to close the transaction pursuant to this Agreement and to transfer to the
Shareholders, within ten (10) business days from the
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Closing Date, a restricted share certificate evidencing ownership in the name of the
Shareholders of the number of fully-paid and non-assessable shares of AOG Stock as required and
calculated pursuant to Section 3.a and referencing all restrictions on transfer indicated in
Section 3.a and elsewhere in this Agreement.
5. Representations and Warranties. In order to induce the parties to enter into this
Agreement, Aurora, Buyer and Seller each make the following representations and warranties to each
other, each of which shall be deemed to be independently relied upon by the other party:
a. Organization and Qualification. Each of Seller, Buyer and Aurora is validly existing and
in good standing under the laws of its place of incorporation and qualified to do business in the
State of Michigan. Each of Seller, Buyer and Aurora have the requisite corporate power and
authority to execute and deliver this Agreement and in the case of Buyer, the Employment
Agreements, to consummate the transactions contemplated hereby, own all of the Purchased Assets and
to carry on the Seller’s business as it is now being conducted. Aurora further represents and
warrants that Buyer is wholly owned and controlled by Aurora.
b. No Violation. The execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby will not violate any provision of law, order, or regulation of any
governmental authority, the corporate charter, by-laws, or articles of organization or
incorporation of either party or constitute a default under any judgment, order or decree of any
court of governmental agency or instrumentality, or conflict or constitute a breach or a default
under any material agreement to which either is a party or by which it is bound.
c. Seller’s Title to Assets. Except for liens, claims or encumbrances arising in connection
with the liabilities that are being assumed by Buyer pursuant to Section 2.a, Seller (not Buyer)
represents and warrants that it owns the Purchased Assets free and clear of liens, security
interests, mortgages, pledges, claims, encumbrances or liabilities of any kind whatsoever. Seller
further represents and warrants that all Exhibits hereto that identify or schedule the Purchased
Assets, except for the brief exhibit descriptions of Seller’s oil and gas lease interests, are
complete and accurate in all material respects.
d. Accuracy of Aurora’s Reports to Shareholders. Except to the extent that Shareholders
have actual knowledge to the contrary on the date hereof, Aurora (not Seller or the Shareholders)
represents and warrants that Aurora’s most recent Annual Report to Shareholders on Form 10-KSB and
Aurora’s most recent Quarterly Report to Shareholders on Form 10-QSB do not make any untrue
statement of a material fact or omit to state a material fact necessary in order to make the
statements made, in light of the circumstances under which they were made, not misleading.
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e. [Intentionally Omitted]
f. Books and Records. The books of account and other financial records of Seller, all of
which have been made available to Buyer and Aurora, do not contain any material misstatements of
fact.
g. Sufficiency of Assets. Except for those assets listed on Exhibit 1-C, the
Purchased Assets include all assets used by Seller in the ownership and operation of its Business.
h. [Intentionally Omitted]
i. Taxes. Seller has filed or caused to be filed on a timely basis all tax returns and all
reports with respect to taxes that are or were required to be filed under applicable tax laws.
Seller has paid or made provision for the payment of all taxes that have or may become due.
j. No Material Adverse Change. Since July 10, 2006, being the date of the Letter of Intent
between Aurora, Seller and Shareholders, except for changes in business relations with Aurora,
there has not been any material adverse change in the business, operations, prospects, assets,
results of operations or condition (financial or other) of Seller, and no event has occurred or
circumstance exists that may result in such material adverse change.
k. Legal Proceedings. There is no suit, action or other proceeding pending or threatened
against Seller or the Purchased Assets that would adversely affect the Purchased Assets. Seller
is not a party or subject to any injunction, judgment, order, notice of violation or decree,
whether or not still subject to appeal, of any governmental authority that would adversely affect
the Purchased Assets.
l. Brokers of Finders. Neither Seller nor any of its representatives have incurred any
obligation or liability, contingent or otherwise, for brokerage or finders’ fees or agents’
commissions or other similar payments in connection with the sale of Seller’s assets.
m. Representations and Warranties of Seller and Shareholders with Respect to AOG Stock. Each
of the Seller and Shareholders hereby acknowledges, represents and warrants to Aurora and Buyer,
severally and not jointly, that:
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(i) Aurora has agreed to issue the AOG Stock in reliance upon the representations of Seller
and Shareholders, which by execution of this Agreement Seller and Shareholders hereby confirm, that
the AOG Stock to be acquired by Seller and Shareholders will be acquired for investment for their
own account, not as a nominee or agent, and not with a view to resale or distribution, and that
Seller and Shareholders have no present intention of selling, granting participation in, or
otherwise distributing the AOG Stock. By executing this Agreement, Seller and Shareholder further
represent that they do not presently have any contract, undertaking, agreement or arrangement with
any person to sell, transfer or grant participations to such person or to any third person, with
respect to any of the AOG stock.
(ii) Seller and Shareholders acknowledge that: (i) the AOG Stock has not been registered
under the Securities Act of 1933, as amended (“Securities Act”) or any state securities
law; (ii) the AOG Stock may not be assigned or transferred unless it is registered or the
transaction is exempt from registration under the Securities Act and all applicable state
securities laws; and (iii) this restriction will be recorded in Aurora’s stock transfer records.
(iii) Seller and Shareholders understand that Aurora does not have any obligation to register
the AOG Stock under the Securities Act or any state securities law.
(iv) Seller and Shareholders acknowledge that because the AOG Stock is unregistered
restricted stock, any sale of the AOG stock is required by law to be made in compliance with Rule
144 promulgated by the Securities and Exchange Commission under the Securities Act.
(v) Seller and Shareholders agree to comply with the Securities Act and the Securities
Exchange Act of 1934, as amended, in all of their dealings with the AOG Stock.
(vi) Sellers and Shareholders understand and acknowledge that the AOG Stock will bear a
restrictive legend on the stock certificate (if a paper stock certificate is issued), and in the
transfer agent’s records, reflecting the fact that the shares have not been registered under the
Securities Act, have been acquired for investment and not with a view to or in connection with the
sale or distribution thereof, and may not be transferred without an effective registration
statement or opinion of counsel in a form satisfactory to Aurora that registration is not required.
(vii) Seller and Shareholders represent and warrant that they are accredited investors as that
term is defined in Rule 501 (a) of Regulation D promulgated under the Securities Act.
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(viii) Seller and Shareholders represent and warrant that they are residents of the state of
Michigan.
(ix) Seller and Shareholders have sufficient knowledge and experience in financial and
business matters that they are capable of evaluating the merits and risks of owning the AOG Stock,
and are financially able to bear the risks of owning the AOG Stock.
n. Seller’s Employees. Seller and Shareholders are aware of no pending, threatened or known
claims against Seller or Shareholders by Seller’s employees. Seller and Shareholders represent
that any employee defined benefits plans, 401(k) and fringe benefit plans are in compliance with
applicable laws, and have been operated and are in compliance with the plan documents. Seller has
maintained workers’ compensation coverage as required by applicable state law. Seller has no
obligations or potential liability for benefits to employees, former employees or their respective
dependents following termination of employment or retirement under any of the employee plans.
o. Contracts. The contracts and agreements Seller has entered into in connection with the
Purchased Assets and the business of Seller which Buyer will assume are set out on Exhibit
5.o. Each contract and agreement identified on Exhibit 5.o. is in full force and is
valid and enforceable according to its terms, is assignable without the consent of any third party,
and is not in default in any respect.
p. Accounts Receivable. All accounts receivable that are reflected on Exhibit 1-B
represent valid obligations arising from sales actually made or services actually performed by
Seller in the ordinary course of business. Except to the extent paid prior to the Closing Date,
such accounts receivable are or will be as of the Closing Date current and collectible net of the
respective reserves shown on the balance sheet dated September 30, 2006. There is no contest,
claim, defense or right of setoff, other than returns in the ordinary course of business of Seller,
under any contract with any account debtor of an account receivable relating to the amount or
validity of such account receivable.
q. Accuracy as of Closing Date. Disclosure. The representations and warranties made in this
Agreement will be true and correct in all material respects on the Closing Date with the same force
and effect as if such representations and warranties had been made on and as of the Closing Date.
To the best of Shareholders’ knowledge, no representation or warranty or other statement made by
Seller in this Agreement contains any untrue statement or omits to state a material fact necessary to make
any of them, in light of the circumstances in which it was made, not misleading.
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6. Indemnifications. Subsequent to closing:
(i) Buyer’s Indemnity. Buyer and Aurora shall, and hereby do, defend, indemnify and
save and hold harmless Seller and Shareholders from and against any and all claims, costs,
judgments, expenses, requests for compensation, contribution, remediation, liability of any type or
nature whatsoever, other than consequential damages, which may be incurred by Seller or
Shareholders from or after the Closing Date that are attributable to or result from failure or
breach of any representation or warranty made by Buyer in Section 5 hereof or in any document or
instrument made and delivered by Buyer in connection herewith.
(ii) Seller’s Indemnity. Seller and Shareholders shall and hereby do defend,
indemnify and save and hold harmless Buyer and Aurora from and against any and all claims, costs,
judgments, expenses, requests for compensation, contribution, remediation, liability of any type or
nature whatsoever, other than consequential damages, which may be incurred by Buyer or Aurora from
or after the Closing Date that are attributable to or result from failure or breach of any
representation or warranty made by Seller or Shareholders in Section 5 hereof or in any document or
instrument made and delivered by Seller or Shareholders in connection with Section 5. Pursuant to
this Section, for a period of one (1) year from the date hereof, Seller and Shareholders grant to
Buyer and Aurora a security interest in the AOG stock acquired by Seller under Section 3.a. above.
In the event of a loss to Buyer or Aurora in excess of the Indemnity Threshold (defined below),
Buyer or Aurora may take possession of and sell the AOG stock issued to Seller in order to recover
any loss or damage due to the breach of any representation or warranty made by Seller or
Shareholders.
(iii) Neither party shall be entitled to indemnification from the other party under this
Section except, and to the extent that, the aggregate amount of the indemnified losses suffered by
that party exceeds Twenty Five Thousand Dollars ($25,000.00) (the “Indemnity Threshold”),
provided, however: (1) with respect to all cumulative claims, Seller and Shareholders shall
not be liable, by reason of indemnification or otherwise, for aggregate losses or damages exceeding
One Million Dollars ($1,000,000.00); and (2) for the alleged breach of any representation or
warranty concerning an oil and gas lease interest, no one lease interest set forth in any exhibit
hereto shall be construed as representing more than 5% of the Price set forth in
Section 3 and no claim for more than such amount may be brought by Buyer, regardless of future
value or alleged present value.
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7. Conditions To Close. The obligations of either party to close pursuant to this Agreement
are subject to the following conditions having been met, or waived in writing by the other party,
at or prior to the Closing Date:
a. Representations and Warranties. The representations and warranties made in Section 5 shall
be true and correct in all material respects on and as of the Closing Date.
b. Delivery of Instruments of Conveyance of the Purchased Assets. Seller shall have delivered
to Buyer the documents set forth in Section 4.a, and such other documentation as reasonably
appropriate to transfer title to the Purchased Assets to Buyer.
c. No Litigation. No investigation, suit, action or other proceedings shall be threatened or
pending before any court or governmental agency in which it is sought to restrain, prohibit or
obtain damages or other relief in connection with this Agreement or the consummation of the
transactions contemplated hereby.
d. Approvals and Consents. All necessary approvals and consents with respect to the
transactions contemplated hereby, the absence of which would have a material and adverse effect on
either party’s rights under this Agreement.
e. Employment Agreements. Aurora, Buyer, and each of the Shareholders shall have signed
employment agreements in the form attached hereto as Exhibit 7.e, and Buyer shall have
delivered the initial amounts due thereunder for compensation payable as of the Closing, including
consideration for the covenant not to compete.
8. Covenants.
a. Seller Covenants. Seller covenants and agrees with Buyer as follows:
(1) Conduct of Seller’s Business Pending Closing. Between the date of the Agreement and the
Closing Date (unless signed simultaneously with Closing), Seller shall operate its business in the
usual, regular and ordinary manner on a basis consistent with prior years and shall use it best
efforts to preserve its present business organization intact, keep available the services of its
present employees and preserve present business relationships with persons having business relationships with it.
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(2) Best Efforts. Seller shall apply its best efforts to cause the satisfaction of the
Closing contingencies in Section 7.
b. Aurora and Buyer Covenants. Aurora and Buyer covenant and agree with Seller and the
Shareholders as follows:
(1) Buyer Control. For a period of six months following the Closing, Buyer will continue to
qualify as a single member LLC treated as a disregarded entity for federal income tax purposes.
(2) Best Efforts. Buyer shall apply its best efforts to cause the satisfaction of the Closing
contingencies in Section 7.
9. Further Assurances. Buyer and Seller agree that, from time to time after Closing, and upon
reasonable request, they shall execute, acknowledge and deliver such other instruments as
reasonably may be required to more effectively transfer and vest in Buyer the Purchased Assets or
property or to otherwise carry out the terms and condition of this Agreement.
10. Buyer Performance Guaranty. Anything to the contrary notwithstanding, effective as of the
Closing, Aurora guarantees Buyer’s performance of this Agreement and the employment agreements
attached as Exhibit 7.e.
11. Disclaimer. Except as set forth in Section 5 of this Agreement: (i) Seller makes no
representation or warranty, express or implied (including those referred to in Section 2.312 of the
Michigan Uniform Commercial Code); (ii) the Purchased Assets being transferred to Buyer at the
Closing are conveyed pursuant to this Agreement “AS IS WHERE IS” on the Closing Date, and in their
present condition, and Buyer shall rely upon its own examination thereof; and (iii) Seller makes no
warranty of merchantability, suitability or fitness for a particular purpose, or quality, with
respect to any of the tangible personal property being so transferred, or as to the condition or
workmanship thereof or the absence of any defects therein, whether latent or patent.
12. UA Form 1027. Buyer acknowledges it has received from Seller a completed and executed UA
Form 1027, Business Transferor’s Notice to Transferee of Unemployment Tax Liability and Rate, at
least two (2) business days prior to the execution of this Agreement.
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13. Proper Notices. All notices and other communications required or permitted under this
Agreement shall be deemed to have been given upon actual receipt by registered or certified mail,
postage prepaid, or otherwise delivered by hand or messenger, fax or telegram, to the parties at
their addresses listed on page 1, or to such other changed address as such party may have given by
notice.
14. Applicable Law. This Agreement and its validity, construction and performance shall be
governed in all respects by the laws of the State of Michigan.
15. Integration. This Agreement and all schedules, exhibits and agreements attached set forth
the entire agreements and understanding between the parties as to the subject matter hereof, and
supersedes all prior discussions, representations, amendments or understandings of every kind and
nature between them, except this Agreement shall not affect the terms of the prior letter of intent
signed by the parties in anticipation of this transaction.
16. Amendments. Any amendment, alteration, supplement, modification or waiver shall be
invalid unless it is set forth in writing, signed by the party intending to be bound thereby.
17. Severability. If any provision of this Agreement becomes or is declared by a court of
competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full
force and effect without the provision(s).
18. Assignability. This Agreement may be assigned by Buyer without the prior written consent
of Seller; provided, Buyer shall continue to be liable for the performance of all obligations
pursuant to the Agreement.
19. Benefit. This Agreement shall be binding upon and inure to the benefit of Buyer and
Seller and their successors and permitted assigns.
20. Captions. Captions contained in this Agreement are inserted for reference and in no way
define, limit, extend or describe the Agreement or the intent of any provision.
21. Pronouns. All pronouns and any variation thereof shall be deemed to refer to the
masculine, feminine, neuter, singular or plural as the identity of the parties may require.
22. Construction of Agreement. The parties agree that this Agreement has been jointly drafted
and that neither party may assert an ambiguity in the construction of this Agreement against
another party because the other party allegedly drafted the allegedly ambiguous provision.
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23. Enforcement of Agreement. Each party agrees to pay all of the other party’s costs and
expenses, including actual attorney’s fees, in enforcing the terms of this Agreement, including
collection of amount owed to a party.
24. Counterparts & Facsimile. This Agreement may be executed in one or more counterparts, all
of which shall be considered one and the same agreement, and shall become effective when one or
more counterparts have been signed by each of the parties and delivered to the other parties by
facsimile. The parties agree that signatures on this Agreement, as well as any other documents to
be executed under this Agreement, may be delivered by facsimile in lieu of an original signature,
and the parties agree to treat facsimile signatures as original signatures and agree to be bound by
this provision.
[Remainder of Page Intentionally Left Blank]
[Signature Page to Follow]
[Signature Page to Follow]
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The parties have caused this Agreement to be executed as of the date and year first above
written.
Buyer: Bach Services & | Seller: Bach Enterprises, Inc. | |||||||
Manufacturing Company, L.L.C., a | a Michigan corporation | |||||||
Michigan limited liability company | ||||||||
By (signature): | ||||||||
By (signature):
|
/s/ Xxxxxxx X. Xxxxxx | |||||||
Print name: | ||||||||
Print name:
|
Xxxxxxx X. Xxxxxx | |||||||
Title/Position: President | ||||||||
Title/: President of Aurora Oil & Gas
Corporation, Manager of Bach Services & Manufacturing Company, L.L.C. |
||||||||
Aurora: Aurora Oil & Gas | Shareholder: Xxxxxxx Xxxx | |||||||
Corporation | ||||||||
a Utah corporation | ||||||||
By (signature): | /s/ Xxxxxxx X. Xxxxxx | By (Signature): | /s/ Xxxxxxx Xxxx | |||||
Print name: | Xxxxxxx X. Xxxxxx | |||||||
Title/Position: | President | |||||||
Shareholder: Xxxxx Xxxx | ||||||||
By (signature):
|
/s/ Xxxxx Xxxx | |||||||
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Exhibit 1-A
See attached description of Pump Motor Fitting Technology assigned from Seller to Buyer.
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Exhibit 1-B
ASSET LIST
Equipment Items
Equipment Items
Current | ||||||||||||||||||||||||||||||||||||||||
5/4/2006 | Market | Loan | ||||||||||||||||||||||||||||||||||||||
Description | Date | Method | Year | Basis | Prior | 2005 | 2006 | 2007 | Value | Balances | ||||||||||||||||||||||||||||||
General |
||||||||||||||||||||||||||||||||||||||||
BUCKET FOR BACKHOE |
12/15/1993 | I5ODBHY | 7 | 1,248 | 1248 | 0 | 0 | 0 | 600 | |||||||||||||||||||||||||||||||
CABINETS FOR STORAGE |
11/30/1997 | 200DBHY | 7 | 1 | 1 | 0 | 0 | 0 | 100 | |||||||||||||||||||||||||||||||
CHAIN SAW |
11/30/1998 | 200DBHY | 7 | 722 | 689 | 32 | 0 | 0 | 50 | |||||||||||||||||||||||||||||||
CRANE LIFTMORE H621R |
6/1/1996 | 15ODBHY | 7 | 2,057 | 2,057 | 0 | 0 | 0 | 600 | |||||||||||||||||||||||||||||||
DESK & CHAIR |
3/15/1994 | I5ODBHY | 7 | 137 | 137 | 0 | 0 | 0 | 200 | |||||||||||||||||||||||||||||||
DESK&CHAIRS |
4/15/1993 | 200DBHY | 7 | 1,053 | 1,053 | 0 | 0 | 0 | 200 | |||||||||||||||||||||||||||||||
DESK CREDENZA |
12/31/1997 | 200DBHY | 7 | 1 | 1 | 0 | 0 | 0 | 400 | |||||||||||||||||||||||||||||||
DESK CREDENZA |
12/16/1997 | 200DBHY | 7 | 1 | 1 | 0 | 0 | 0 | 400 | |||||||||||||||||||||||||||||||
DESK HUTCH XXXXX |
1/28/1998 | 200DBHY | 7 | 1 | 1 | 0 | 0 | 0 | 600 | |||||||||||||||||||||||||||||||
DESK HUTCH XXXXX |
1/28/1998 | 200DBHY | 7 | 1 | 1 | 0 | 0 | 0 | 600 | |||||||||||||||||||||||||||||||
DRILL PRESS |
4/16/2002 | 200DBHY | 7 | 237 | 235 | 2 | 0 | 0 | 125 | |||||||||||||||||||||||||||||||
FILE CABINETS |
3/31/1998 | 200DBHY | 7 | 730 | 697 | 33 | 0 | 0 | 350 | |||||||||||||||||||||||||||||||
FROSTTOOTH |
1/15/1993 | 15ODBHY | 7 | 2,049 | 2,049 | 0 | 0 | 0 | 1200 | |||||||||||||||||||||||||||||||
28 FUSER |
5/15/1993 | 15ODBHY | 7 | 11,363 | 11,363 | 0 | 0 | 0 | 6000 | |||||||||||||||||||||||||||||||
28 FUSER |
6000 | |||||||||||||||||||||||||||||||||||||||
28 FUSER |
5/15/1993 | 15ODBHY | 7 | 12,579 | 12,579 | 0 | 0 | 0 | 6000 | |||||||||||||||||||||||||||||||
28 FUSER |
5/15/1993 | ISODBHY | 7 | 3,984 | 3,984 | 0 | 0 | 0 | 6000 | |||||||||||||||||||||||||||||||
28 FUSER |
6/15/1990 | I5ODBHY | 7 | 9,650 | 9,650 | 0 | 0 | 0 | 6000 | |||||||||||||||||||||||||||||||
LARGE FUSER MACHINE |
1/15/1992 | I5ODBHY | 7 | 20,986 | 20,986 | 0 | 0 | 0 | 12000 | |||||||||||||||||||||||||||||||
LARGE FUSER MACHINE |
21,000 | 12000 | ||||||||||||||||||||||||||||||||||||||
HAND FUSERS WITH CART |
8/1/1995 | I5ODBHY | 7 | 2,500 | 2,500 | 0 | 0 | 0 | 1200 | |||||||||||||||||||||||||||||||
HAND FUSING MACHINE |
2/15/1986 | 200DBHY | 7 | 2,000 | 2,000 | 0 | 0 | 0 | 1000 | |||||||||||||||||||||||||||||||
HAND FUSING MACHINE |
2,000 | 1000 | ||||||||||||||||||||||||||||||||||||||
HAND FUSING MACHINE |
2,000 | 1000 | ||||||||||||||||||||||||||||||||||||||
HAND FUSING MACHINE |
2,000 | 1000 | ||||||||||||||||||||||||||||||||||||||
ELECTRO FUSER |
4,500 | 3500 | ||||||||||||||||||||||||||||||||||||||
SADDLE FUSER W/DIES |
3500 | 1500 | ||||||||||||||||||||||||||||||||||||||
EAGLE WELDER GENERATOR 8KW |
2,400 | 1200 | ||||||||||||||||||||||||||||||||||||||
EAGLE WELDER GENERATOR 8KW |
2,400 | 1200 | ||||||||||||||||||||||||||||||||||||||
EAGLE WELDER GENERATOR 8KW |
2,400 | 1200 | ||||||||||||||||||||||||||||||||||||||
6.5 KW HONDA GENERATOR |
1,875 | 750 | ||||||||||||||||||||||||||||||||||||||
6.5 KW HONDA GENERATOR |
1,875 | 750 | ||||||||||||||||||||||||||||||||||||||
HOIST |
4/15/1998 | 200DBHY | 7 | 2,043 | 1,951 | 91 | 0 | 0 | 100 | |||||||||||||||||||||||||||||||
KOMATSI D37 DOZER 270 |
9/1/2004 | 200DBHY | 7 | 36,839 | 5,264 | 9,022 | 6,443 | 4,601 | 25000 | ** | 14077 | |||||||||||||||||||||||||||||
KOMATSU 75UU EXCAVATOR |
8/31/2004 | 200DBHY | 7 | 25,391 | 3,628 | 6,218 | 4,441 | 3,171 | 20000 | ** | 8885 |
Xxxxxxx Xxxxxx |
Xxxxxxx Xxxx |
Xxxxx Xxxx |
Current | ||||||||||||||||||||||||||||||||||||||||
5/4/2006 | Market | Loan | ||||||||||||||||||||||||||||||||||||||
Description | Date | Method | Year | Basis | Prior | 2005 | 2006 | 2007 | Value | Balances | ||||||||||||||||||||||||||||||
LATHE |
2/20/1998 | 200DBHY | 7 | 10,295 | 9,835 | 459 | 0 | 0 | 6000 | |||||||||||||||||||||||||||||||
LATHE MACHINE MILL |
2/28/1998 | 200DBHY | 7 | 8,935 | 8,536 | 399 | 0 | 0 | 4500 | |||||||||||||||||||||||||||||||
IRONWORKER |
8/1/1984 | ACRS | 5 | 4,443 | 4,443 | 0 | 0 | 0 | 2000 | |||||||||||||||||||||||||||||||
XXXXXX 8’ FULL DISC |
4/20/2002 | 200DBHY | 7 | 668 | 663 | 5 | 0 | 0 | 100 | |||||||||||||||||||||||||||||||
PALLET RACKS |
3/31/1998 | 200DBHY | 7 | 5,330 | 2,959 | 238 | 0 | 0 | 2000 | |||||||||||||||||||||||||||||||
PARTS BIN |
4/15/1998 | 200DBHY | 7 | 1 | 1 | 0 | 0 | 0 | 50 | |||||||||||||||||||||||||||||||
PIPE CALIPERS |
6/12/1989 | 15ODBHY | 7 | 975 | 975 | 0 | 0 | 0 | 200 | |||||||||||||||||||||||||||||||
PIPE THREADER |
8/1/1984 | ACRS | 5 | 698 | 698 | 0 | 0 | 0 | 200 | |||||||||||||||||||||||||||||||
RIGID 535 THREADERS W/DIES |
5500 | 2000 | ||||||||||||||||||||||||||||||||||||||
RIGID 535 THREADERS W/DIES |
5500 | 2000 | ||||||||||||||||||||||||||||||||||||||
VAN PARTS TRLRS |
1500 | 1500 | ||||||||||||||||||||||||||||||||||||||
VAN PARTS TRLRS |
1500 | 1500 | ||||||||||||||||||||||||||||||||||||||
AIR COMPRESSOR SHOP |
1450 | 600 | ||||||||||||||||||||||||||||||||||||||
PORTABLE BORING TOOL |
3/6/2002 | 200DBHY | 7 | 1,634 | 1,619 | 15 | 0 | 0 | 1000 | |||||||||||||||||||||||||||||||
PRESSURE WASHER |
11/15/1993 | 15ODBHY | 7 | 1,878 | 1,878 | 0 | 0 | 0 | 900 | |||||||||||||||||||||||||||||||
RACKS |
2/15/1998 | 200DBHY | 7 | 1 | 1 | 0 | 0 | 0 | 50 | |||||||||||||||||||||||||||||||
RACKS UPRIGHT FRAMES |
4/1/1998 | 200DBHY | 7 | 202 | 193 | 9 | 0 | 0 | 50 | |||||||||||||||||||||||||||||||
RECEPTION DESK |
3/31/1998 | 200DBHY | 7 | 1 | 1 | 0 | 0 | 0 | 600 | |||||||||||||||||||||||||||||||
REFRIGERATOR |
1/15/1998 | 200DBHY | 7 | 1 | 1 | 0 | 0 | 0 | 50 | |||||||||||||||||||||||||||||||
#193 CRANE LIB-4000 |
6/1/1996 | S/L | 7 | 7293 | 7,293 | 0 | 0 | 0 | 2000 | |||||||||||||||||||||||||||||||
#196 CRANE PALFINGER |
4/16/1997 | 200DBHY | 7 | 46593 | 46593 | 0 | 0 | 0 | 10000 | |||||||||||||||||||||||||||||||
#196 FORD LT9413 |
4/15/1997 | 200DBHY | 7 | 91,791 | 91,791 | 0 | 0 | 0 | 35000 | |||||||||||||||||||||||||||||||
#198 1997 CHEW STAK |
4/23/1997 | 200DBHY | 7 | 28,760 | 28,760 | 0 | 0 | 0 | 3500 | |||||||||||||||||||||||||||||||
#212 SEEDER ATTACHMENT |
4/1/1988 | 15ODBHY | 7 | 924 | 924 | 0 | 0 | 0 | 50 | |||||||||||||||||||||||||||||||
#224 SIDE BOOM |
6/21/1989 | I5ODBHY | 7 | 7,124 | 7,124 | 0 | 0 | 0 | 0000 | |||||||||||||||||||||||||||||||
#000 XXXXXXXXX XXXX |
12/28/1989 | 15ODBHY | 7 | 29,939 | 29,939 | 0 | 0 | 0 | 15000 | |||||||||||||||||||||||||||||||
#226TEREX |
4/1/1990 | 15ODBHY | 7 | 25,000 | 25,000 | 0 | 0 | 0 | 2500 | |||||||||||||||||||||||||||||||
#228 FARM TRACTOR |
6/15/1990 | 15ODBHY | 7 | 17,006 | 17,006 | 0 | 0 | 0 | 4500 | |||||||||||||||||||||||||||||||
#235 MICH LOADER |
10/15/1992 | 15ODBHY | 7 | 20,800 | 20,800 | 0 | 0 | 0 | 7500 | |||||||||||||||||||||||||||||||
#240 STORAGE TRLR |
9/15/1993 | 15ODBHY | 7 | 4,456 | 4 | 0 | 0 | 0 | 1200 | |||||||||||||||||||||||||||||||
#241 STORAGE TRLR |
9/15/1993 | I5ODBHY | 7 | 4,456 | 4,456 | 0 | 0 | 0 | 1200 | |||||||||||||||||||||||||||||||
#246 580 SL BACKHOE |
3/7/1997 | 200DBHY | 7 | 62,434 | 62,434 | 0 | 0 | 0 | 30000 | |||||||||||||||||||||||||||||||
#247 KOMATSU EXC |
4/30/1997 | 200DBHY | 7 | 113,632 | 113,632 | 0 | 0 | 0 | 65000 | |||||||||||||||||||||||||||||||
#248 JD GRADER |
4/28/1997 | 200DBHY | 7 | 30,210 | 30,210 | 0 | 0 | 0 | 15000 | |||||||||||||||||||||||||||||||
#249 FLOAT TRAILER |
3/30/1988 | I5ODBHY | 7 | 7,361 | 7,361 | 0 | 0 | 0 | 4500 | |||||||||||||||||||||||||||||||
#255 PC200-6 KAMA EX |
10/27/2000 | 200DBHY | 7 | 86,385 | 67,110 | 7,706 | 7,714 | 3,853 | 35000 | |||||||||||||||||||||||||||||||
#257 KAMATSU |
1/20/2001 | 200DBHY | 7 | 30,250 | 20,799 | 2,701 | 2,698 | 2,701 | 15000 | |||||||||||||||||||||||||||||||
#259 KAMATSU |
1/20/2001 | 200DBHY | 7 | 41,250 | 28,362 | 3,684 | 3,679 | 3,684 | 15000 | |||||||||||||||||||||||||||||||
#262 BACKHOE |
6/26/2001 | 200DBHY | 7 | 58,418 | 40,165 | 5,217 | 5,211 | 5,217 | 35000 | |||||||||||||||||||||||||||||||
#263 HAULRITETRLR |
10/31/2001 | 200DBHY | 7 | 1,219 | 1,062 | 109 | 48 | 0 | 300 | |||||||||||||||||||||||||||||||
#264 HAULRITETRLR |
10/3/2006 | 200DBHY | 7 | 1,219 | 1,062 | 109 | 48 | 0 | 300 | |||||||||||||||||||||||||||||||
266HAULRITETRLR |
10/31/2001 | 200DBHY | 7 | 1,252 | 1,090 | 112 | 50 | 0 | 300 | |||||||||||||||||||||||||||||||
#403 1998 CHEVWELDI |
12/11/1998 | 200DBHY | 7 | 27,562 | 27,562 | 0 | 0 | 0 | 3500 |
Xxxxxxx Xxxxxx |
Xxxxxxx Xxxx |
Xxxxx Xxxx |
Current | ||||||||||||||||||||||||||||||||||||||||
5/4/2006 | Market | Loan | ||||||||||||||||||||||||||||||||||||||
Description | Date | Method | Year | Basis | Prior | 2005 | 2006 | 2007 | Value | Balances | ||||||||||||||||||||||||||||||
#403 WELDER |
2/26/2002 | 200DBHY | 7 | 1,729 | 1,713 | 16 | 0 | 0 | 1000 | |||||||||||||||||||||||||||||||
#407 2000 CHEV 3-4 |
7/20/2000 | 200DBHY | 5 | 25,408 | 23,945 | 1,463 | 0 | 0 | 2000 | |||||||||||||||||||||||||||||||
#407 SNOW PLOW |
11/28/2000 | 200DBHY | 7 | 2,854 | 2,217 | 255 | 255 | 127 | 500 | |||||||||||||||||||||||||||||||
#408 2000 CHEV 1 TON |
8/1/2000 | 200DBHY | 5 | 31,690 | 29,865 | 1,825 | 0 | 0 | 4000 | |||||||||||||||||||||||||||||||
#410 2001 1/2 TON PU |
12/5/2000 | 200DBHY | 5 | 29,190 | 27,509 | 1,681 | 0 | 0 | 3000 | |||||||||||||||||||||||||||||||
#413 CHEVY I TON |
7/19/2001 | 200DBHY | 5 | 26,218 | 21,687 | 3,020 | 1,510 | 0 | 5,500 | |||||||||||||||||||||||||||||||
#413 SNOW PLOW |
12/6/2001 | 200DBHY | 7 | 3,313 | 2,886 | 296 | 131 | 0 | 500 | |||||||||||||||||||||||||||||||
#413 TOOLS BOXES |
7/26/2001 | 200DBHY | 5 | 1,296 | 1,072 | 149 | 75 | 0 | 25 | |||||||||||||||||||||||||||||||
#4142000 CHEVY 1 TO |
11/1/2001 | 200DBHY | 5 | 19,400 | 18,841 | 559 | 0 | 0 | 3500 | |||||||||||||||||||||||||||||||
#414 FLATBED |
10/31/2000 | 200DBHY | 5 | 1,536 | 1,492 | 44 | 0 | 0 | 500 | |||||||||||||||||||||||||||||||
#4152002 CHEVY 4 DR |
12/14/2001 | 200DBHY | 5 | 30,540 | 29,661 | 879 | 0 | 0 | 10000 | |||||||||||||||||||||||||||||||
# 418 2005 Dodge 1500 |
3/1/2005 | 28,293 | 19000 | ** | 18390 | |||||||||||||||||||||||||||||||||||
#421 Dodge Dakota |
12/20/2005 | 22,102 | 16000 | ** | 10990 | |||||||||||||||||||||||||||||||||||
#422 Dodge Dakota |
12/20/2005 | 23,105 | 16000 | ** | 11710 | |||||||||||||||||||||||||||||||||||
#423 Dodge Dakota |
12/20/2005 | 21,238 | 16000 | ** | 8963 | |||||||||||||||||||||||||||||||||||
#424 GMC Sierra 2500 |
1/5/2006 | 28,830 | 22000 | ** | 16895 | |||||||||||||||||||||||||||||||||||
#425 GMC Sierra 2500 |
1/5/2006 | 28,830 | 22000 | ** | 16829 | |||||||||||||||||||||||||||||||||||
#426 Dodge Ram 3500 |
5/1/2006 | 36,017 | 36017 | ** | 26018 | |||||||||||||||||||||||||||||||||||
#265 HAULRITETRLR |
10/31/2001 | 200DBHY | 7 | 1,252 | 1,090 | 112 | 50 | 0 | 300 | |||||||||||||||||||||||||||||||
252 HAULMARK TRAILER |
11/20/1997 | 200DBHY | 7 | 3,272 | 3,272 | 0 | 0 | 0 | 1200 | |||||||||||||||||||||||||||||||
AIR HAMMERS |
8/26/1997 | 200DBHY | 7 | 95 | 94 | 0 | 0 | 0 | 50 | |||||||||||||||||||||||||||||||
AIRLESSPAINTSPRAYE |
11/1/1985 | ACRS | 5 | 1,443 | 1,443 | 0 | 0 | 0 | 50 | |||||||||||||||||||||||||||||||
BAND SAW |
10/30/2001 | 200DBHY | 7 | 954 | 831 | 85 | 38 | 0 | 200 | |||||||||||||||||||||||||||||||
BORING MACHINE |
4/18/2000 | 200DBHY | 7 | 21,200 | 16,470 | 1,891 | 1,893 | 946 | 8500 | |||||||||||||||||||||||||||||||
BORING MACH-PUSH ROD |
6/14/2000 | 200DBHY | 7 | 3,149 | 2,446 | 281 | 281 | 140 | 1000 | |||||||||||||||||||||||||||||||
SMALLTRAILER |
10/16/1995 | 1500BHY | 7 | 1,317 | 1,317 | 0 | 0 | 0 | 300 | |||||||||||||||||||||||||||||||
SPREADER |
6/28/2000 | 200DBHY | 7 | 583 | 453 | 52 | 52 | 26 | 50 | |||||||||||||||||||||||||||||||
STEAMER UNIT |
12/1/1997 | 200DBHY | 7 | 5,351 | 5,351 | 0 | 0 | 0 | 2000 | |||||||||||||||||||||||||||||||
TEREX 760 BACKHOE |
9/1/2004 | 200DBHY | 7 | 25,865 | 3,696 | 6,334 | 4,524 | 3,231 | 30000 | ** | 2028 | |||||||||||||||||||||||||||||
TOOL CABINETS |
4/1/1998 | 200DBHY | 7 | 1,245 | 1,189 | 56 | 0 | 0 | 100 | |||||||||||||||||||||||||||||||
TORCH SET |
10/14/1997 | 200DBHY | 7 | 971 | 971 | 0 | 0 | 0 | 200 | |||||||||||||||||||||||||||||||
TRAILER |
6/15/1996 | 1SODBHY | 7 | 1,370 | 1,370 | 0 | 0 | 0 | 300 | |||||||||||||||||||||||||||||||
TRANSIT L-5 LASER & |
7/23/2001 | 200DBHY | 7 | 950 | 653 | 85 | 85 | 85 | 100 | |||||||||||||||||||||||||||||||
UNIT #238 D37E-5 DOZ |
12/31/1998 | 200DBHY | 7 | 9,272 | 8,858 | 414 | 0 | 0 | 15000 | |||||||||||||||||||||||||||||||
UNIT#239D37E-5 DOZ |
12/31/1998 | 200DBHY | 7 | 9,272 | 8,858 | 414 | 0 | 0 | 15000 | |||||||||||||||||||||||||||||||
USED 5000# FORKLIFT |
7/21/2004 | 200DBHY | 7 | 5,250 | 750 | 1,286 | 918 | 656 | 5000 | |||||||||||||||||||||||||||||||
WELDER |
1/15/1991 | 15ODBHY | 7 | 1,818 | 1,818 | 0 | 0 | 0 | 500 | |||||||||||||||||||||||||||||||
WELDER |
2/15/1992 | 15ODBHY | 7 | 1,721 | 1,721 | 0 | 0 | 0 | 500 | |||||||||||||||||||||||||||||||
WELDER & HITCH |
3/18/2001 | 200DBHY | 7 | 2,733 | 1,879 | 244 | 244 | 244 | ||||||||||||||||||||||||||||||||
Ditch Witch Line locator |
3/1/2005 | 3,782 | 2500 | |||||||||||||||||||||||||||||||||||||
Sullair Air Compressor |
5/1/2004 | 10,500 | 7500 | |||||||||||||||||||||||||||||||||||||
Mulcher |
5/1/1991 | 9,000 | 5000 | |||||||||||||||||||||||||||||||||||||
18’ MACLANDER TRLR |
10/18/2003 | 200DBHY | 7 | 4132 | 3000 | |||||||||||||||||||||||||||||||||||
40KW GM POWERED GEN |
8/12/2005 | 200DBMQ | 7 | 12839 | 10500 | |||||||||||||||||||||||||||||||||||
4X8 TRLR |
8/31/2004 | 200DBMQ | 7 | 541 | 200 |
Xxxxxxx Xxxxxx |
Xxxxxxx Xxxx |
Xxxxx Xxxx |
Current | ||||||||||||||||||||||||||||||||||||||||
5/4/2006 | Market | Loan | ||||||||||||||||||||||||||||||||||||||
Description | Date | Method | Year | Basis | Prior | 2005 | 2006 | 2007 | Value | Balances | ||||||||||||||||||||||||||||||
5X10 TRLR |
10/1/2005 | 200DBMQ | 7 | 610 | 200 | |||||||||||||||||||||||||||||||||||
75 UU EXC |
11/5/2005 | 200DBMQ | 7 | 21200 | 20000 | |||||||||||||||||||||||||||||||||||
7X12 DUMP TRLR |
5/8/2004 | 200DBMQ | 7 | 5252 | 3500 | |||||||||||||||||||||||||||||||||||
97 WH DAKAOTA |
2/26/2004 | 200DBMQ | 7 | 8362 | 1500 | |||||||||||||||||||||||||||||||||||
BOBCAT 190 |
11/5/2005 | 200DBMQ | 7 | 21094 | 18000 | |||||||||||||||||||||||||||||||||||
AIR HAMMER |
11/5/2005 | 7 | 4500 | 4500 | ||||||||||||||||||||||||||||||||||||
CASE TRENCHER |
10/18/2003 | 200DBHY | 7 | 9434 | 7500 | |||||||||||||||||||||||||||||||||||
MACLANDER 20’ TRLR |
10/1/2005 | 200DBMQ | 7 | 3961 | 3000 | |||||||||||||||||||||||||||||||||||
Specialized Coiled tubing
tranfer unit |
4/1/2006 | 30000 | 30000 | |||||||||||||||||||||||||||||||||||||
R 200 PLOW TRACTOR |
6/3/2005 | 200DBMQ | 7 | 16700 | 15000 | |||||||||||||||||||||||||||||||||||
R 200 PLOW TRACTOR |
12/24/2004 | 200DBMQ | 7 | 15900 | 15000 | |||||||||||||||||||||||||||||||||||
POLARIS 6 XXXXXXX |
1/31/2004 | 200DBMQ | 7 | 13100 | 6000 | |||||||||||||||||||||||||||||||||||
SNOWMOBILE POLARIS |
12/22/2005 | 200DBMQ | 5 | 2183 | 1500 | |||||||||||||||||||||||||||||||||||
TEREX TX 760 BACKHOE |
12/28/2004 | 200DBMQ | 7 | 51537 | 35000 | ** | 12881 | |||||||||||||||||||||||||||||||||
QUALITY TRAILER
w/specialized
coiled tubing spooling rig |
1/1/2006 | 125000 | 125000 | |||||||||||||||||||||||||||||||||||||
2003 Dodge 1500 |
12/15/2004 | 31000 | 15000 | |||||||||||||||||||||||||||||||||||||
Sub Totals: | 372845 | 0 | 0 | 0 | 0 | 309900 | 12881 | |||||||||||||||||||||||||||||||||
137 Assets | Totals: | 1,838,668 | 1,019,835 | 57,602 | 40,388 | 28,682 | 1,033,767 | 147,666 |
Xxxxxxx Xxxxxx |
Xxxxxxx Xxxx |
Xxxxx Xxxx |
OIL AND GAS LEASES
Lessor | Lessee | Dated | Recorded | Description | ||||
Xxxx X. Xxxxxx and
Xxxxx X. Xxxx |
Xxxx Energy, LLC | 12-7-05 | NR | Part NE1/4, Gov’t Lots 1 & 2 | ||||
Xxxxxx X. Xxxxx and
Xxxxx X. Xxxxxx |
Xxxx Energy, LLC | 12-31-05 | NR | Part of SW1/4 | ||||
Xxxxxx X. Xxxxxxxxx
and Xxxxxxx X.
Xxxxxxxxx |
Xxxx Energy Systems, LLC | 6-28-06 | NR | SW1/4 SW1/4 | ||||
Xxxxxx Xxxxx, II
and Xxxxxxx Xxxxx |
Xxxx Energy Systems, LLC | 6-24-06 | NR | NW1/4 NW1/4 | ||||
Xxxxxxxx X. Xxxxxx |
Bach Energy Systems, LLC | 6-22-06 | NR | NW1/4 NW1/4 | ||||
Xxxxxx X. Xxxxxx,
Xx. and Xxxxxxx X.
Xxxxxx |
Xxxx Energy Systems, LLC | 6-22-06 | NR | NW1/4 NW1/4 | ||||
Xxxxxx X.
Xxxxxxxxxx and
Adana X. Xxxxxxxxxx |
Xxxx Energy Systems, LLC | 6-20-06 | NR | NW1/4 NW1/4 | ||||
Xxxxx X. and
Xxxxxxxx XxXxxxxxx |
Xxxx Energy Systems, LLC | 6-23-06 | NR | W 445.5 feet of NE1/4 NE1/4 | ||||
Xxxxxx X. Xxxxxx
and Xxxxxx X.
Xxxxxx |
Xxxx Energy Systems, LLC | 6-24-06 | NR | NE1/4 NE1/4 exc. | ||||
Estate of Xxxxxx
Xxxx and Estate of
Xxxxxx Xxxx |
Xxxx Energy Systems, LLC | 9-30-05 | 2005R-23925 | All except E1/2 E1/2 | ||||
Xxxxxxx X. Xxxxx
and Xxxxxx X. Xxxxx |
Xxxx Energy Systems, LLC | 3-24-06 | NR | SE1/4 NW1/4 and W1/2 NE1/4 exc. | ||||
Xxxxxx X. Xxxxxx
and Xxxxx X. Xxxxxx |
Xxxx Energy Systems, LLC | 3-29-06 | NR | Part NE1/4 | ||||
Xxxxx X. Xxxxxx |
Bach Energy Systems, LLC | 11-2-04 | NR | SE1/4 NW1/4 and W1/2 NE1/4 exc. | ||||
Xxx Xxxxxxx and
Xxxxxxx Xxxxxxx |
Xxxx Energy Systems, LLC | 5-30-06 | NR | S1/2 SE1/4 | ||||
Sherwood and Xxxxxx
Xxxxxx Trust |
Bach Energy Systems, LLC | 5-30-06 | NR | S1/2 N1/2 SE1/4 | ||||
Xxxx Xxxxx and Xxx
Xxxxx |
Xxxx Energy Systems, LLC | 5-24-06 | NR | S1/2 N1/2 SE1/4 | ||||
Xxxxx X. Xxxxxxx |
Bach Energy Systems, LLC | 5-19-06 | NR | S1/2 N1/2 SE1/4 | ||||
Xxxxxxx Xxxxx and
Xxxxxxxxx Xxxxx |
Xxxx Energy Systems, LLC | 4-20-06 | NR | S1/2 N1/2 SE1/4 | ||||
Xxxxxxx Xxxxx and
Xxxxxxxxx Xxxxx |
Xxxx Energy Systems, LLC | 4-20-06 | NR | N1/2 N1/2 SE1/4 | ||||
Xxxxxx Xxxxxxxx |
Bach Energy Systems, LLC | 4-1-06 | NR | S1/2 SE1/4 | ||||
Xxxxx X. Xxxxxxxx |
Xxxx Energy Systems, LLC | 4-1-06 | NR | S1/2 SE1/4 | ||||
Xxxxx X. and
Xxxxxx Xxxxxx |
Xxxx Energy Systems, LLC | 11-05-05 | NR | Part of SW 1/2 of Section 1 T29N- R1W, Otsego Cty | ||||
Xxxxxx X.
Xxxxxxxx and Xxxxx
X. Xxxxxxxx |
Xxxx Energy Systems, LLC | 4-1-06 | NR | S1/2 SE1/4 |
See the next attached sheet for a listing of accounts receivable transferred from Seller to
Buyer totaling to $627,498.
Xxxxxxx Xxxxxx |
Xxxxxxx Xxxx |
Xxxxx Xxxx |
Exhibit 1-C
All cash, cash equivalents, and short-term investments;
All minute books, stock records, and corporate seals;
The shares of capital stock of Seller;
Rights relating to deposits and prepaid expenses and claims for refunds and rights to offset;
All insurance policies and rights under insurance policies;
All personnel records and other records that Seller is required by law to retain in its possession;
All claims for refund of taxes and other governmental charges of whatever nature.
Xxxxxxx Xxxxxx |
Xxxxxxx Xxxx |
Xxxxx Xxxx |
Exhibit 2.a
Alleged trespass claim by Xxxxx parties against Seller.
Seller’s cell phone contracts until such can be cancelled without fees.
Seller’s credit line with Northwestern bank.
Seller’s accounts payable assumed by Buyer as set forth on the next attached list totaling to
$268,876.
In addition to the listed accounts payable, Buyer also assumes the estimated accounts payable set
forth on the attached sheet titled “Estimated Trade Payables Support” totaling to $215,000.
Exhibit 4.a.i.
Pursuant to a certain Asset Purchase Agreement between Bach Enterprises, Inc. and Bach
Services & Manufacturing Company, L.L.C., executed on even date herewith (“Asset Purchase
Agreement”), and for and in consideration of the sum set forth therein, the receipt and adequacy of
which is hereby acknowledged, Bach Enterprises Inc., a Michigan corporation having an address of
000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxx 00000 (“Seller”) has conveyed to Bach Services &
Manufacturing Company, L.L.C., a Michigan limited liability company having an address of 0000
Xxxxxx Xxxxx Xxxxx, Xxx. 000, Xxxxxxxx Xxxx, Xxxxxxxx 00000 (“Buyer”), all right, title and
interest in and to the following property (“Property”):
a) The intellectual property more particularly described in Exhibit 1-A of the Asset Purchase
Agreement, a copy of which is attached hereto; and
b) The equipment and oil and gas interests more particularly described in Exhibit 1-B of the
Asset Purchase Agreement, a copy of which is attached hereto.
This Warranty Xxxx of Sale conveys no right to, and specifically excludes, Seller’s assets
identified on Exhibit 1-C of the Asset Purchase Agreement, a copy of which is attached hereto, and
incorporated herein by reference.
Seller, for itself and its successors and assigns, covenants and agrees with Buyer, and its
successors and assigns, to warrant and defend the sale of the Property against all persons.
Seller further covenants, represents and warrants the following:
1. Seller has full right to sell and transfer the Property;
2. The Property is sold and transferred in good faith for actual consideration; and
3. There are no judgments, liens, mortgages, pledges, claims, rights, security interests,
encumbrances or other adverse interests of any kind or nature against the Property, except for
liabilities assumed by Buyer pursuant to the Asset Purchase Agreement.
Seller has executed this Warranty Xxxx of Sale on , 2006.
BACH ENTERPRISES, INC. | ||||||
By: | ||||||
Its: | President | |||||
Exhibit 4.a.ii.
Assignments by Seller of
Xxxxxx Xxxxxx North, LLC and Aurora Holdings, L.L.C.
Xxxxxx Xxxxxx North, LLC and Aurora Holdings, L.L.C.
See attached assignment forms for conveyance of LLC interests in Xxxxxx Xxxxxx North, LLC and
Aurora Holdings, L.L.C. at closing.
Exhibit 4.a.iii.
See attached assignment forms for conveyance of all oil and gas leases listed on the attached
page.
None, except for ongoing work between Seller and Aurora.
Exhibit 7.e.
See attached employment agreement to be signed by each of the Shareholders at closing.