INDEMNITY AND RELEASE AGREEMENT
Exhibit 10.28
INDEMNITY AND RELEASE AGREEMENT
This Indemnity and Release Agreement (this “Agreement”) is entered into this ____ day of January, 2014 by and among Oasis Petroleum North America LLC (“Oasis”), Xxxxxx Resources, Inc. (“Xxxxxx Resources”) and Xx. Xxx Xxxxx (“Xxxxx,” and together with Xxxxxx Resources, “Indemnitors”). Oasis, Xxxxxx Resources and Xxxxx are sometimes referred to individually as a “Party” and collectively as the “Parties”.
WHEREAS, Xxxxx (through entities controlled by Xxxxx) and Xxxxxx Resources owns certain mineral interests and existing royalty interests in the xxxxx further described on Exhibit A (the “Royalty”);
WHEREAS, in September 2013, Oasis put payments in connection with the Royalty in suspense (the “Suspended Payments”) due to a dispute among Xxxxx and certain third parties, including but not limited to Roil Energy, LLC and Xxxxx Xxxxx (the “Dispute”);
WHEREAS, in consideration of Indemnitors’ entry into this Agreement, Oasis agrees to release the Suspended Payments to Xxxxx, and agrees to pay Xxxxx revenue associated with his Royalty from and after the date hereof (the “Royalty Revenue”);
NOW THEREFORE, in consideration of the mutual benefits and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
1.
Promptly after execution of this Agreement, Oasis shall release the Suspended Payments to Xxxxxx Resources (for the benefit of Indemnitors).
2.
Except as otherwise provided herein, from and after the date of this Agreement, Oasis shall pay Xxxxxx Resources (for the benefit of Indemnitors) the Royalty Revenue.
3.
In the event that a court of competent jurisdiction determines that, in connection with the Dispute, (i) the Indemnitors do not own the minerals associated with the Royalty, (ii) that any third party is entitled to payments associated with the Royalty, (iii) that any third party is entitled to the Suspended Payments or (iv) any third party is entitled to the Royalty Revenue, Indemnitors shall promptly remit to Oasis the Suspended Payments and the Royalty Revenue paid to Xxxxx by Oasis (or such portion of the Suspended Payments required to satisfy such judgment in this regard), and shall indemnify, defend, release and hold harmless Oasis from any claims, losses, damages, suits, liabilities, judgments, demands, causes of action, penalties, expenses and attorneys’ fees associated with such payments and the Dispute from and after the date hereof.
4.
In the event that the circumstances in Paragraph 3 occur, Oasis shall owe no further obligation to Indemnitors, and Xxxxx nor Xxxxxx Resources shall be entitled to the Suspended Payments nor the Royalty Revenue, except with respect to any portion of the Suspended Payments or Royalty Revenue that is not impacted by such circumstances.
5.
This Agreement shall be governed by the laws of the State of North Dakota, without regard to any conflict of law provisions that would result in the application of the laws of a different jurisdiction.
[Signature Page Follows.]
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first set forth above.
OASIS PETROLEUM NORTH AMERICA LLC
By:
_______________________
Name:
Xxx X. Xxxxxxx
Title:
Vice President – Land
XXXXXX RESOURCES, INC.
By:
_______________________
Name:
Title:
__________________________
Xxx Xxxxx
Exhibit A
Well Name
ANDERSMADSON 5201 41-13H
BERING 5200 12-29H
BIRDHEAD 5200 41-22T
BRIER 5200 42-22H
XXXXX X X 5200 14-29T
XXXXX 5200 13-30B
CATCH FEDERAL 5201 11-12H
CLIFF FEDERAL 5200 14-5H
XXXXX H 5200 44-20B
XXXXX H 5200 44-20T
HYSTED 5200 44-19H
INIGO 5200 43-20B
XXXXXX 5201 41-24B
LEFTY 5200 13-30H
XXX 5200 43-20B
XXXXXXX 14-12H
XXXXXXXX 5200 11-30T
PIKES 5200 41-20B
PINGORA 5200 41-20B
XXXXXXX 5200 41-20T
XXXXXXX 5200 43-20T
XXXXXXX 5200 12-29H
SULLY 5200 11-30B
XXXXXX N 5200 14-29B
XXXX 5200 43-20T
ZAYE FEDERAL 5201 34-2H
