PURCHASE AND SALE AGREEMENT
Exhibit 10.4
This Purchase and Sale Agreement (“Agreement”) dated May 14, 2007 is by and between Chateau
Energy, Inc., a Texas corporation (“Seller”) and GreenHunter Energy, Inc., a Delaware corporation
(“Buyer”).
WHEREAS, Seller owns that certain property known as the Mesquite Lake Power Plant, as more
particularly described below and desires to sell the property and transfer the contractual rights
related thereto; and
WHEREAS, Buyer desires to purchase this property from Seller and acquire these contractual
rights;
NOW, THEREFORE, the parties agree as hereinafter set forth:
I. Property to be Sold and Purchased. Seller agrees to sell, and Buyer agrees to
purchase, for the consideration hereinafter set forth, and subject to the terms and provisions
herein contained, the following described property, rights, and interests (the “Property”):
(a) All rights, titles, and interests of Seller in and to the real property (approximately 40
acres), tangible personal property, equipment, contracts assumed by Buyer, books and records and
improvements located at or commonly known as Mesquite Lake Power Plant (the “Plant”) located at
0000 Xxxxxxx 000, Xxxxxxxx, Xxxxxxxxxx 00000, as more particularly described on Exhibit A attached
hereto;
(b) All rights, titles, and interests of Seller in and to all permits and licenses (including
without limitation any non-exclusive licenses in Seller’s rights to all available patents, trade
secrets or intellectual property regarding the operation of the Property, all environmental and
other governmental permits, licenses, and authorizations) which relate to the Property described in
subsection (a) above;
(c) All rights, titles, and interests of Seller in and to all materials, supplies, machinery,
equipment, improvements, and other personal property and fixtures used in connection with the
development, operation, or maintenance of the Property described in subsection (a) above; and
(d) All rights, titles, and interests of Seller in and to all rights of way, easements, and
other, rights of surface use and other rights and interests used in connection with the
development, operation, or maintenance of the Property described in subsection (a) above.
II. Purchase Price. Buyer shall pay Seller One Million Three Hundred and Seventy-Five
Thousand Dollars ($1,375,000) in cash for the Property (the” Purchase Price”).
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III. Representations and Warranties of Seller.
(a) Status and Authority. Seller represents to Buyer that Seller is a corporation duly
organized, legally existing, and in good standing under the laws of the State of Texas and is
qualified to do business and in good standing in the State of California.
(b) Due Authorization. Seller represents to Buyer that Seller has full power to enter
into and perform its obligations under this Agreement, does not require the consent or approval of
any other person, regulatory authority or governmental body: and has taken all proper action to
authorize entering into this Agreement and performance of its obligations hereunder.
(c) Approvals. Seller represents to Buyer that neither the execution and delivery of
this Agreement, nor the consummation of the transactions contemplated hereby, nor the compliance
with the terms hereof, will result in any default under any agreement or instrument to which Seller
is a party or by which the Property is bound, or violate any order, writ, injunction, decree,
statute, rule, or regulation applicable to Seller or to the Property.
(d) Valid, Binding, and Enforceable. Seller represents to Buyer that this Agreement
constitutes (and the Deed provided for herein to be delivered at Closing, defined below, will, when
executed and delivered, constitute) the legal, valid, and binding obligation of Seller, enforceable
in accordance with its terms, except as limited by bankruptcy or other laws applicable generally to
creditor’s rights and as limited by general equitable principles.
(e) No Litigation. Seller represents to Buyer that there are no pending suits,
actions, claims, investigations, inquiries, proceedings, or demands in which Seller is a party (or
to the best of Seller’s knowledge, which have been threatened to be instituted against Seller)
which affect the Property (including, without limitation, any actions challenging or pertaining to
Seller’s title to the Property), or the execution and delivery of this Agreement or the
consummation of the transactions contemplated hereby.
(f) Warranty of Title. Seller warrants and agrees to defend title to the Property
from and against the claims and demands of all persons claiming, or to claim the same, by, through,
or under Seller, but not otherwise. In connection therewith, but not in limitation thereof, Seller
represents and warrants that it has not conveyed or otherwise disposed of, or encumbered, any
interest in the Property.
(g) Compliance with Laws. Seller has not received any citation or other notice from
any governmental agency that the Property has been, or is in violation of any applicable laws
rules, regulations, or orders of all governmental agencies having jurisdiction, including, without
limitation, applicable environmental laws. Sellers knows of no condition which would result in any
such citation or notice except that upgrades my be
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required to satisfy current building, environmental protection, ADA and other code changes
since construction originally occurred on the Property.
(h) Environmental Matters.
“Environmental Law” means any law, common law, ordinance, regulation or policy of any U.S.
federal, state, local or any governmental, regulatory or administrative authority, agency, or
commission or any court, tribunal, or judicial or arbitral body or entity in effect in the
jurisdiction where the Seller operates (“Governmental Authority”), as well as any order, decree,
permit, judgment or injunction issued, promulgated, approved, or entered thereunder, relating to
the environment, health and safety, Hazardous Material (including, without limitation, the use,
handling, transportation, production, disposal, discharge or storage thereof), industrial hygiene,
the environmental conditions on, under or about any real property owned, leased or operated at any
time by the Seller, including, without limitation, soil, groundwater and indoor and ambient air
conditions or the reporting or remediation of environmental contamination. Environmental Laws
include, without limitation, the Clean Air Act, as amended, the Federal Water Pollution Control
Act, as amended, the Rivers and Harbors Act of 1899, as amended, the Safe Drinking Water Act, as
amended, CERCLA, the Superfund Amendments and Reauthorization Act of 1986, as amended, the Resource
Conservation and Recovery Act of 1976, as amended, the Hazardous and Solid Waste Amendments Act of
1984, as amended, the Toxic Substances Control Act, as amended, the Occupational Safety and Health
Act (“OSHA”), as amended, the Hazardous Materials Transportation Act, as amended, and any other
federal, state and local Law in effect in the jurisdiction where the Seller operates whose purpose
is to conserve or protect human health, the environment, wildlife or natural resources.
“Hazardous Material” means (a) any “hazardous substance,” as defined by CERCLA (as defined
below); (b) any “hazardous waste” or “solid waste,” in either case as defined by the Resource
Conservation and Recovery Act, as amended; (c) any solid, hazardous, dangerous, radioactive or
toxic chemical, material, waste or substance, within the meaning of and regulated by any
Environmental Law; (d) any asbestos containing materials in any form or condition; (e) any
polychlorinated biphenyls in any form or condition; (f) petroleum, petroleum hydrocarbons, or any
fraction or byproducts thereof; or (g) any air pollutant which is so designated by the U.S. EPA as
authorized by the Clean Air Act.
“Person” means any natural person, corporation, partnership, limited liability Seller, trust,
unincorporated organization, Governmental Authority, or other entity.
1. Except as set forth on Schedule III(h), to the knowledge of the Seller, the Seller
has conducted its businesses and operated the Plant, and is conducting its businesses and operating
the Plant, and the condition of the Plant (including off site storage or disposal of any Hazardous
Materials from the Plant) are, in material compliance with all Environmental Laws.
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2. Except as set forth on Schedule III(h), the Seller has not been notified by any
Governmental Authority or other Person that the Plant or any of the operations of the Plant are the
subject of any investigation or inquiry by any Governmental Authority or other Person regarding the
violation of or liability under any Environmental Law or evaluating whether any material remedial
action is needed to respond to a release or threatened release of any Hazardous Material or to the
improper storage or disposal (including storage or disposal at offsite locations) of any Hazardous
Material.
3. Except as set forth on Schedule III(h), the Seller has not filed, and to the
knowledge of the Seller no other Person has filed, nor has the Seller received any notice under any
federal, state or local law indicating that (i) the Seller is responsible for the improper release
into the environment, or the improper storage or disposal, of any Hazardous Material, or (ii) any
Hazardous Material is improperly stored or disposed of upon the Property.
4. Except as set forth on Schedule III(h), to the knowledge of the Seller, the Seller
does not have any material contingent liability in connection with (i) the release or threatened
release into the environment at, beneath or on the Property, or (ii) the storage or disposal of any
Hazardous Material.
5. Except as set forth on Schedule III(h), the Seller has not received any claim,
complaint, notice, inquiry or request for information involving any matter which remains unresolved
as of the date hereof with respect to any alleged violation of any Environmental Law or regarding
potential liability under any Environmental Law relating to operations or conditions of the Plant
(including off site storage or disposal of any Hazardous Material from the Plant.
6. To the knowledge of the Seller, the Plant is not listed on the National Priorities List
pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended, or any successor statutes and any regulations promulgated thereunder (“CERCLA”) or on the
Comprehensive Environmental Response, Compensation and Liability Information System List
(“CERCLIS”) or on any other federal or state list as sites requiring investigation or cleanup.
7. Except as set forth on Schedule III(h), to the knowledge of the Seller, there are
no physical or environmental conditions existing on the Plant resulting from the Seller’s or
operations or activities, past or present, at the Plant that give rise to any on site or off site
remedial obligations under any applicable Environmental Laws.
8. Neither this Agreement nor the consummation of the transaction contemplated hereby will
result in any obligations for site investigation or cleanup, or for notification to, or consent of,
Governmental Authorities or third parties, pursuant to any “transaction triggered” or “responsible
party transfer” Environmental Law.
(i) Set forth on Schedule III(i) is a list, as of May 14, 2007, of all of the
furniture, equipment, machinery, computer hardware, and other tangible personal property owned,
leased, or used by the Seller used in connection with operating the Plant
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(“Personal Property”). Except as set forth on Schedule III(i), with respect to such
items or tangible personal property held by the Seller under lease, no consent by the lessor of
such leases is required to consummate the transactions contemplated hereby.
(j) Set forth on Schedule III(j) is a list of all Permits (as defined below) owned or
held by the Seller in connection with the operation of the Plant. Except as set forth on
Schedule III(j), such Permits constitute all Permits necessary to conduct the business
currently conducted at the Plant as of the date hereof. Except as set forth on Schedule
III(j), such Permits are in good standing, the Seller has not received any notice that any such
Permit is not in good standing, and the Seller has been in compliance with all of the requirements
and limitations included in or applicable to such Permits as of the date hereof. The Seller has
timely filed applications for the renewal of such Permits as may be necessary. There are no facts,
circumstances or conditions that could reasonably be expected to lead to the suspension,
cancellation, or revocation of any existing Permit or the denial of applications for the renewal of
any such Permits on terms less favorable than what are currently in effect. There are no pending
challenges to any Permits. “Permits” means all permits, consents, authorizations, approvals,
registrations, licenses, certificates or variances granted by or obtained from any U.S. federal,
state or local governmental, administrative or regulatory authority, including but not limited to
those relating to environmental matters.
(k) The Seller makes no representations or warranties as to the condition of the Plant and
Personal Property (the “Assets”), as such Assets are being conveyed “as is, where is and with all
faults”. There are no express or implied warranties regarding the Assets. Notwithstanding the
foregoing, Buyer shall have the right of inspection and determination as to whether the Assets have
material defects as a condition to Closing as provided in Section V other than material defects
which can reasonably be cured by the Seller within 30 days after written notice thereof is provided
to Seller by Buyer. Further, Seller represents that Seller has received no written notice (i) that
the Assets and their uses fail to conform to all Applicable Laws and all restrictive covenants
applicable thereto, (ii) that a pending or threatened governmental or private proceeding would
impair, curtail or adversely impact full unencumbered, insurable and free access or utility service
to and from the Property and public highways, streets or roads or (iii) that any part of the
Property is subject to a condemnation proceeding.
(l) To the knowledge of the Sellers, the Seller has complied with all Applicable Law in the
operation of the Plant. “Applicable Law” shall mean any statute, law, rule, or regulation or any
judgment, order, writ, injunction, or decree of any Governmental Authority to which a specified
person or property is subject.
IV. Representations of Buyer. Buyer represents to Seller that:
(a) Status and Authority. Buyer is a Delaware corporation, duly organized, legally
existing, and in good standing under the laws of its state of organization.
(b) Due Authorization. Buyer has full power to enter into and perform its obligations
under this Agreement and has taken all proper action to authorize entering into this Agreement and
performance of its obligations hereunder.
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(c) Approvals, Neither the execution and delivery of this Agreement, nor the
consummation of the transactions contemplated hereby, nor the compliance with the terms hereof,
will result in any default under any agreement or instrument to which Buyer is a party or violate
any order, writ, injunction, decree, statute, rule, or regulation applicable to Buyer.
(d) Valid, Binding, and Enforceable. This Agreement constitutes the legal, valid, and
binding obligation of Buyer, enforceable in accordance with its terms, except as limited by
bankruptcy or other laws applicable generally to creditor’s rights and as limited by general
equitable principles.
(e) No Litigation. There are no pending suits, actions, or other proceedings in which
Buyer is a party (or, to any Buyer’s knowledge, which have been threatened to be instituted against
Buyer), which affects the execution and delivery of this Agreement, or the consummation of the
transactions contemplated hereby.
V. Due Diligence.
(a) Due Diligence. Seller grants Buyer the right to perform Due Diligence at
reasonable times and during ordinary business hours and Seller will supply any and all information
that is available to Buyer.
(b) Buyer’s Sole Right of Acceptance of Plant. Buyer shall have the sole right to
determine the following:
(i) The Plant is suitable for its biomass fuel supply, which will consist of, but not limited
to urban and agricultural wood waste, general green waste, curbside collected green waste, feedlot
cow manure and paper sludge.
(ii) The mechanical condition of the Plant is acceptable.
(iii) All permits, contracts, title to the Plant and other entitlements are acceptable.
(iv) The Plant is free of contamination and that all non-fuel material including but not
limited to ash is removed from the property. This provision does not apply to Plant consumables.
(v) The Plant is free of debt and/or liabilities.
(c) Seller’s Cooperation with Buyer. Buyer shall receive reasonable cooperation from
Seller in its conductance of Due Diligence including but not limited to:
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(i) Seller shall exercise its best efforts in promptly supplying information requested by
Buyer that is related to the Plant to the extent such information is available in Seller’s files or
otherwise in its possession or is reasonably obtainable.
(ii) Seller shall cooperate and assist Buyer in the current submission of amending the permit
or other regulatory approvals related to Buyer’s contemplated use of the Plant. Seller has filed a
permit amendment to the existing Conditional Use Permit #85-0017 to include the fuel supply set
forth in subsection (b)(i) above. All permit applications and/or modifications after the closing
date will be at Buyer’s sole cost and expense. Seller shall have the right to attend any of Buyer’s
meetings with any public agency regarding any modification(s) to Seller’s permits prior to closing
and as required by Buyer thereafter. Buyer will provide Seller reasonable notice in advance of such
meetings.
VI. Conditions Precedent to the Obligations of Buyer. The obligations of Buyer under
this Agreement are subject to each of the following conditions being met. Notwithstanding anything
to the contrary contained herein, Buyer shall have the right to waive all or any part of each
condition, which is solely for Buyer’s benefit.
(a) Representations True and Correct. Each and every representation of Seller under
this Agreement shall be true and accurate in all material respects as of the date when made and
shall be deemed to have been made again at and as of the time of Closing and shall at and as of
such time of Closing be true and accurate in all material respects except as to changes
specifically contemplated by this Agreement or consented to by Buyer.
(b) Compliance with Covenants and Agreements. Seller shall have performed and
complied in all material respects with (or compliance therewith shall have been waived by Buyer)
each and every covenant and agreement required by this Agreement to be performed or complied with
by Seller prior to or at the Closing.
(c) Litigation. No suit action, or other proceedings shall, on the date of Closing,
be pending or threatened before any court or governmental agency seeking to restrain, prohibit, or
obtain material damages of other material relief in connection with the consummation of the
transactions contemplated by this Agreement, other than litigation instituted by Buyer or any
affiliate of a Buyer.
(d) Material Adverse Change. No material portion of the Property shall have been
destroyed (or damaged to the extent that its use or value is materially or adversely affected) by
fire or other casualty, nor shall the condition of any material portion of the Property have been
otherwise adversely affected.
(e) Deed and Xxxx of Sale. Seller’s execution and delivery to Buyer of a Grant Deed
and Xxxx of Sale on terms reasonably acceptable to Buyer.
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(f) Title Policy. Buyer shall have received, at Buyer’s sole cost and expense and in
form and substance acceptable to Buyer, (i) an owner’s policy of title insurance from a title
company that is reasonably acceptable to Buyer covering the Property, insuring that Buyer has a
good and indefeasible title to the Property, subject only to the Permitted Encumbrances and (ii) a
survey of the Property acceptable to Buyer showing no encroachments, protrusions, easements or
other matters not acceptable to Buyer, in Buyer’s reasonable discretion. “Permitted Encumbrances”
shall mean taxes on the Real Estate for 2007 and subsequent years, easements for utilities serving
the Real Estate and other encumbrances acceptable to Buyer. There shall not exist, as of the
Closing Date, any material changes in the title and survey matters disclosed in the title
commitment and survey obtained by Buyer in connection with its due diligence inspections of the
Property.
(g) Environmental Reports. Buyer shall have received Phase I and Phase II
environmental and engineering reports satisfactory to Buyer in Buyer’s sole discretion.
(h) Material Adverse Facts. After the date of this Agreement, Buyer or its
representatives shall not have become aware of any material adverse facts relating to the the Plant
condition (financial or otherwise), other than material defects which can reasonably be cured by
the Seller within 30 days after written notice thereof is provided to the Seller by Buyer.
(i) Buyer Accepts the Plant. Buyer accepts the condition of the Plant pursuant to Section V.
If any such condition on the obligations of Buyer under this Agreement is not met as of the Closing
Date, and Buyer is not in breach of its obligations hereunder in the absence of Seller being in
material breach of its obligations hereunder, this Agreement may, at the option of Buyer, be
terminated. In the event such a termination occurs, the parties shall have no further obligations
to one another hereunder.
VI. Conditions Precedent to the Obligations of Seller. The obligations of Seller
under this Agreement are subject to each of the following conditions being met. Notwithstanding
anything to the contrary contained herein, Seller shall have the right to waive all or any part of
each condition, which is solely for Seller’s benefit.
(a) Representations True and Correct. Each and every representation of Buyer under
this Agreement shall be true and accurate in all material respects as of the date when made and
shall be deemed to have been made again at and as of the time of Closing and shall at and as of
such time of Closing be true and accurate in all material respects except as to changes
specifically contemplated by this Agreement or consented to by Seller.
(b) Compliance with Covenants and Agreements. Buyer shall have performed and complied
in all material respects with (or compliance therewith shall have been waived by Seller) each and
every covenant and agreement required by this Agreement to be performed or complied with by Buyer
prior to or at the Closing.
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(c) Litigation. No suit, action, or other proceedings shall, on the date of Closing,
be pending or threatened before any court or governmental agency seeking to restrain, prohibit, or
obtain material damages or other material relief in connection with the consummation of the
transactions contemplated by this Agreement, other than litigation instituted by Seller or any
affiliate of Seller.
If any such condition on the obligations of Seller under this Agreement is not met as of the
Closing Date, and Seller is not in breach of its obligations hereunder in the absence of Buyer
being in material breach of its obligations hereunder, this Agreement may, at the option of Seller,
be terminated. In the event such a termination occurs. The parties shall have no further
obligations to one another hereunder.
VIII. Closing.
(a) Actions at Closing. The closing (“Closing”) of the transaction contemplated hereby
shall take place on April 5, 2007, at or before 4:00 p.m., CDT, (“Closing Date”) with the further
completion of all required actions of the following:
(i) Delivery of Grant Deed and Xxxx of Sale. Seller shall execute, acknowledge, and
deliver to Buyer a grant deed to the Property (the “Deed”) and Xxxx of Sale (the form of which is
attached hereto as Exhibit A and B, respectively), effective upon recording the Deed with the
Imperial County, California Recorder (“Effective Date”).
(ii) Turn Over Possession. Seller shall turn over possession of the Property to
Buyer.
(b) Transfer of Files. Seller will deliver to Buyer, within five days after Closing,
all of Seller’s files, records, and data pertaining to the ownership and/or operation of the
Property (including, without limitation, title records, surveys and maps. contracts and contract
files, marketing records, correspondence files, data and information, ad valorem tax records,
accounting records, environmental records, regulatory and regulatory compliance records, any and
all tests or studies conducted on the Property, any and all studies or reports directly related to
the Property; blueprints, seismic and engineering documents related to all improvements on the
Property, all documents containing any information regarding hazardous or toxic substances, all
permits permit applications and other governmental or environmental information related to
operation of all equipment). Seller may, at its election, and at its expense, make and retain
copies of any or all such files.
(c) Payment of Purchase Price to Seller. Buyer shall have delivered the Purchase
Price to Seller.
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IX. Buyer’s Assumption and Indemnification. Buyer shall, on the date of Closing,
agree (and, upon the delivery to Buyer of the Deed and Xxxx of Sale, shall be deemed to have
agreed), (a) to assume, and to timely pay and perform, all duties, obligations, and liabilities
relating to the operation of the Property on and after the Closing Date, and (b) to indemnify and
hold Seller, and Seller’s affiliates, and the respective directors. officers, employees, attorneys,
and agents of Seller, and such affiliates, harmless from and against any and all claim, actions,
causes of action, liabilities, damages, losses, costs, or expenses (including, without limitation,
court costs and reasonable attorneys’ fees), of any kind or character, arising out of or otherwise
relating to (i) the Property on and after the Closing Date, or (ii) the breach of any
representations of Buyer contained herein.
X. Seller’s Assumption and Indemnification. Seller shall, on the date of Closing
agree (and, upon the delivery to Buyer of the Deed and Xxxx of Sale, shall be deemed to have
agreed), (a) to continue to be responsible for, and to timely pay and perform, all duties,
obligations, and liabilities relating to the Property before the Closing Date, and (b) to indemnify
and hold Buyer, and Buyer’s affiliates, and the respective directors, officers, employees,
attorneys, and agents of Buyer, and such affiliates, harmless from and against any and all claims,
actions, causes of action, liabilities, damages, losses, costs, or expenses (including, without
limitation, court costs and reasonable attorneys’ fees), of any kind or character, arising out of
or otherwise relating to (i) the Property before the Closing Date, or (ii) the breach of any
representations of Seller contained herein.
XI. Notices. All notices and other communications required under this Agreement shall
(unless otherwise specifically provided herein) be in writing and be delivered personally, by
recognized commercial courier or delivery service which provides a receipt, by facsimile equipment
(with receipt acknowledged), or by registered or certified mail (postage prepaid), at the following
addresses (or in the case of facsimile, facsimile number):
If to the Seller:
Chateau Energy, Inc.
Attention: Xxxx X. Xxxxxxx
00000 X. Xxxxxxx Xxxxxxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Telephone: 000-000-0000
Facsimile: 214-891-3366
Attention: Xxxx X. Xxxxxxx
00000 X. Xxxxxxx Xxxxxxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Telephone: 000-000-0000
Facsimile: 214-891-3366
If to the Buyer:
GreenHunter Energy, Inc.
Attn: Xxxxxxx X. Xxxxxx
0000 Xxxx Xxx Xxxxx
Xxxxxxxxx, Xxxxx 00000
Telephone: 000-000-0000
Facsimile: 000-000-0000
Attn: Xxxxxxx X. Xxxxxx
0000 Xxxx Xxx Xxxxx
Xxxxxxxxx, Xxxxx 00000
Telephone: 000-000-0000
Facsimile: 000-000-0000
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and shall be considered delivered on the date of receipt. Either the Buyer or Seller (or the party
shown “with copy to”) may specify as its proper address any other post office address within the
continental limits of the United States by giving notice to the other parties, in the manner
provided in this section, at least ten days prior to the effective date of such change of address.
XII. Survival of Provisions. Certain Limitation on Liabilities. All representations
and warranties made herein by Buyer and Seller shall be continuing and shall be true and correct on
and as of the date of Closing with the same force and effect as if made at that time (and shall
inure to the benefit of the respective successors and assigns of Buyer and Seller), and all of such
representations and warranties shall survive the Closing and the delivery of the Deed and Xxxx of
Sale. Notwithstanding anything herein which may appear to the contrary, neither party shall have
any obligations with respect to this Agreement or the transaction contemplated hereby for any
special, consequential, or punitive damages.
XIII. Miscellaneous Matters.
(a) Further Assurances. After the Closing, Seller and Buyer each agree that it shall
execute and deliver, and shall otherwise cause to be executed and delivered, from time to time,
such further instruments, notices, transfers, and other documents, and do such other and further
acts and things, as may be reasonably necessary to more fully and effectively grant, convey, and
assign the Property to Buyer and to otherwise carry out the transaction contemplated hereby.
(b) Parties Bare Own Expenses. No Sales Taxes. Each party shall bear and pay all
expenses (including, without limitation, legal fees) incurred by it in connection with the
transaction contemplated by this Agreement except as expressly provided in this Agreement. No
sales, transfer, or similar tax will be collected at Closing from Buyer in connection with this
transaction. If, however, this transaction is later deemed to be subject to sales, transfer, or
similar tax, for any reason, Seller agrees to be solely responsible therefor.
(c) Entire Agreement. Amendments and Waivers. Time of Essence. This Agreement
contains the entire understanding of the parties hereto with respect to the subject matter hereof
and supersedes all prior agreements, understandings, negotiations, and discussions among the
parties with respect to such subject matter. This Agreement may be amended, modified,
supplemented, restated, or discharged (and provisions hereof may be waived) only by an instrument
in writing signed by the party against whom enforcement of the amendment, modification, supplement,
restatement, or discharge (or waiver) is sought. Time is of the essence in this Agreement.
(d) Choice of Law. Without regard to principles of conflicts of law, this Agreement
shall be construed and enforced in accordance with and governed by the laws of the State of Texas
applicable to contracts made and to be performed entirely within such state and the laws of the
United States of America.
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(e) Successors and Assigns. This Agreement shall be binding on and inure to the
benefit of the parties hereto and their respective heirs, devisees, personal representatives,
successors, and assigns.
(f) Counterpart Execution. This Agreement may be executed in counterparts, all of
which are identical, and all of which constitute one and the same original instrument. It shall not
be necessary for Buyer and Seller to sign the same counterpart. This Agreement may be executed via
fax and the faxed copies shall be binding as if originals.
IN WITNESS WHEREOF, this Agreement is executed by the parties hereto on the date set forth
above.
| SELLER: | BUYER: | |||||||||
| CHATEAU ENERGY, INC. | GREENHUNTER ENERGY, INC. | |||||||||
By:
|
By: | |||||||||
Name:
|
Name: | |||||||||
Its:
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Its: | |||||||||
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