EXHIBIT 2(e)
PURCHASE AND SALE AGREEMENT
This Agreement, when accepted and agreed to in the manner provided
below shall constitute the terms and provisions of an agreement under which
XXXXXXX OIL COMPANY, a Delaware corporation, with offices at 0000 Xxxxx
Xxxxxxx Xxxxxxxxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000, hereinafter referred to
as "SELLER", agrees to sell and BMC, LTD., a California Limited Partnership,
with offices at 000 Xxxxx Xxxxxx, Xxxxx 000, Xxxxx Xxxxxxx, Xxxxxxxxxx
00000, hereinafter referred to as "BUYER", agrees to purchase all of
SELLER'S rights, title and interest in and to that certain oil and gas
property owned by SELLER and described in Exhibit "A", Property Schedule
attached hereto and made a part hereof, hereinafter sometimes referred to
as the "PROPERTY".
1. PROPERTY BEING SOLD. At Closing, as hereinafter defined, SELLER
shall convey to BUYER the PROPERTY identified on Exhibit "A", including:
(a) All of SELLER'S rights, title and interest in and to the leasehold
estate described in Exhibit "A", such lease being hereinafter called "said
lease", represented to be no less than the working and net revenue interests
set forth on such exhibit;
(b) All of SELLER'S fee interests, royalties, overriding royalties,
production payments, rights to take royalties in kind, or other interests in
production of oil, gas or other minerals in the lands described in Exhibit
"A";
(c) All of SELLER'S rights, title and interest in and to all permits,
franchises, licenses, servitudes, easements, surface leases and rights-of-
way of every character relating to said lease;
(d) All of SELLER'S rights, title and interest in and to any contracts
or agreements including, but not limited to, rights and interests in or
derived from unit agreements, gas processing agreements, joint operating
agreements, gas contracts, gas gathering agreements, gas balancing
agreements, boundary or well line agreements, assignments of operating
rights, working interest and subleases affecting said lease.
(e) All of SELLER'S rights, title and interest in and to producing,
non-producing and shut-in oil and gas xxxxx, salt water disposal xxxxx,
injection xxxxx and water xxxxx on said lease or lands pooled, unitized or
communitized therewith; and
(f) All of SELLER'S rights, title and interest in and to all surface
and down-hole equipment, fixtures, related inventory and other personal
property used in connection with the PROPERTY described in paragraphs (a)
through (e) above, excluding, however, all automobiles, trucks and
communications equipment.
2. PERFORMANCE DEPOSIT. On or before 4:00 o'clock p.m., local time,
August 23, 1996, BUYER shall tender to SELLER, by wire transfer, a
performance deposit in the amount of Twenty Thousand and 00/100 Dollars
($20,000.00). The performance deposit is received solely to assure the
performance of BUYER pursuant to the terms and conditions hereof. The
performance deposit will be returned to BUYER at Closing upon consummation
of the transaction, or at BUYER'S election, may be credited to the Purchase
Price. No interest shall be paid or credited to the performance deposit.
If BUYER fails, refuses, or is unable to close the sale in accordance with
the terms herein, by October 1, 1996, SELLER, except as otherwise herein
specifically provided, shall retain Five Thousand and 00/100 Dollars
($5,000.00) of the performance deposit as agreed liquidated damages and not
as a penalty. If SELLER, through no fault of BUYER, refuses to close the
sale in accordance with the terms herein, the balance of the performance
deposit shall be returned to BUYER.
3. PURCHASE PRICE. The total sum which BUYER agrees to deliver to
SELLER for the PROPERTY, is Three Hundred Forty Thousand and 00/100 Dollars
($340,000.00).
4. CLOSING. The closing shall take place on October 1, 1996, at
10:00 a.m. local time at SELLER'S offices in Dallas, Texas, or the next
business day after the closing of BMC, Ltd. and Shell Western E&P Inc.,
whichever is the later. At BUYER'S election, such closing may be handled by
overnight mail upon confirmation of funds received by SELLER. Unless the
parties mutually agree upon a later date, the closing shall not be delayed
beyond October 1, 1996. The following shall occur at closing:
(a) Purchase Price. BUYER will make payment of the Purchase Price
pursuant to paragraph numbered 3 above, and adjusted by Sections 2, 9, 10,
12, and 16, if applicable, by wire transfer to an account designated by
SELLER; and
(b) Conveyance. SELLER will convey the PROPERTY to BUYER by executing
and de CONVEYANCE EFFECTIVE DATE. The conveyance from SELLER to BUYER
shall be effective as of August 1, 1996, at 7:00 a.m. local time, herein
called the "Effective Date". BUYER shall assume the risk of any change in
the condition of the PROPERTY from the date of this Agreement to the date of
Closing.
6. FILES AND RECORDS. Prior to Closing, SELLER will make available
for examination by BUYER such title information and abstract coverage as may
be available in SELLER'S files. Existing abstracts and title opinions will
not be brought down to date by SELLER. SELLER'S files will be made
available to BUYER for examination at SELLER'S offices in Dallas, Texas,
during normal working hours. BUYER will be permitted, to make copies of
pertinent instruments or documents contained in SELLER'S files. No economic
analyses, interpretive geological or geophysical data considered proprietary
by SELLER shall be copied by BUYER. As soon as practicable after Closing,
SELLER shall deliver all of the original files or copies thereof to BUYER,
at BUYER'S expense.
7. LIMITED WARRANTY. Conveyance of the PROPERTY shall be WITHOUT
WARRANTY OF TITLE EITHER EXPRESS OR IMPLIED, EXCEPT BY, THROUGH AND UNDER
SELLER, BUT NOT OTHERWISE with the right of full substitution and
subrogation in and to all rights and actions of warranty which SELLER has or
may have against any and all preceding owners or vendors of the PROPERTY.
8. INDEPENDENT EVALUATION. BUYER has made an independent evaluation
of the PROPERTY and acknowledges that SELLER has made no statements or
representation concerning the present or future value of the anticipated
income, costs, or profits, if any, to be derived from the PROPERTY and that
SELLER DOES NOT WARRANT TITLE, DESCRIPTION, VALUE, QUALITY, CONDITION,
MERCHANTABILITY, OR FITNESS FOR PURPOSE of any of the xxxxx, equipment, or
other property located thereon or used in connection therewith. BUYER
further acknowledges that in exehe premises and public records.
9. SIGNIFICANT TITLE DEFECT. As used in this Agreement, the term
"significant title defect" shall include any defect which results in a loss
of title in SELLER such that BUYER'S net revenue interest in the affected
PROPERTY is reduced or SELLER'S right to use the PROPERTY as an owner,
lessee, licensee, or permittee, as applicable, is extinguished or severely
restricted.
On or before September 15, 1996, BUYER shall give written notice to
SELLER of interests in the PROPERTY which have significant title defects.
BUYER shall be deemed to have waived all title defects and any other defect
of which SELLER has not been given notice by September 15, 1996, unless it
is a significant title defect which did not exist on or before that date.
Interests which have significant title defects shall be excluded from
the PROPERTY to be conveyed and the Purchase Price shall be reduced by the
price allocated by Buyer for such PROPERTY on Exhibit "A", Property
Schedule, attached hereto unless: (i) prior to closing, the basis for the
significant title defect has been removed, or (ii) BUYER agrees to accept
the interest notwithstanding the defect. Loss of any lease acreage between
the Effective Date and Closing due to expiration of the lease term will not
constitute a significant title defect.
10. OPERATIONS AND PRODUCTION AFTER EFFECTIVE DATE. Since the Closing
will occur subsequent to the Effective Date, SELLER will continue to operate
the PROPERTY, or cause the PROPERTY to be operated, as appropriate for the
account of SELLER until Closing. SELLER shall be responsible for payments
of all expenses incurred against operation of the PROPERTY prior to the
Effective Date. All production from oil and gas xxxxx, and all proceeds
from the sale thereof, including proceeds from any imbalance and oil in
storage above the pipeline connection, attributable to production prior to
the Effective Date shall be the property of SEEffective Date shall be the
property of BUYER. At Closing, a settlement shall be made between BUYER and
SELLER of all production proceeds received by SELLER and all operating
expenditures and taxes paid by SELLER for the time period between the
Effective Date and Closing. The net settlement balance shall be deducted
from or added to the Purchase Price. Applicable costs and expenses will
include, without limitation, royalties, rentals, any and all taxes related
to said production, and expenses of the type customarily billed under an
operating agreement. BUYER will reimburse SELLER for all workover costs,
plugging, abandoning and reabandoning costs and other major costs that
SELLER incurs after the Effective Date, on an actual cost basis. SELLER
shall not undertake any single project reasonably estimated to require an
expenditure in excess of $15,000.00 without the prior written consent of
BUYER; however, SELLER may take such steps and incur such expenses as in its
opinion are required to deal with an emergency or to safeguard life and
property.
BUYER shall assume SELLER'S position under any gas balancing
arrangements. The interest to be conveyed BUYER shall be burdened with any
liability attributable to SELLER'S interest for overproduction from the
PROPERTY and BUYER shall own and be entitled to any make-up production
attributable to SELLER'S interest for underproduction from the PROPERTY.
Within one hundred twenty (120) days after the Closing, SELLER and
BUYER shall make a post-closing settlement to account for all production
proceeds received and all operating expenses and taxes paid by SELLER after
the Effective Date. After the post-closing settlement, additional proceeds
received by or expenses paid by either BUYER or SELLER on behalf of the
other shall be settled by invoicing the other party for expenses paid or
remitting to the other party any proceeds received.
SELLER shall comply with all applicable laws, ordinances, rules, and
regulations, orders, terms of permits and authorizations, of any
governmental body which may have jurisdiction over the PROPERTY and shall
promptly obtain and maintain all permits and bonds required by public
authorities in connection with the PROPERTY. As of the Effective Date,
BUYER shall assume and agrees to perform all obligations and implied
covenants of SELLER relating to the PROPERTY. BUYER shall assume the risk
of any change in the condition of the PROPERTY from the Effective Date to
the Closing, except to the extent any change of condition is attributable to
the negligence or willful misconduct of SELLER.
11. SUSPENDED FUNDS. As soon as practicable after the Closing, SELLER
shall provide to BUYER a listing showing all net proceeds from production
attributable to the royalty and overriding royalty interests which are
currently held in suspense because of lack of identity or address of owners,
change of ownership or similar reasons, and shall transfer to BUYER all
those suspended proceeds. BUYER shall be responsible for proper
distribution of all the suspended proceeds to the parties lawfully entitled
to them.
12. TAXES. BUYER shall be responsible for payment of all taxes
relating to its interests in the PROPERTY from and after the Effective Date.
SELLER shall be responsible for payment of all taxes relating to its
interest in the PROPERTY prior to the Effective Date. Property and ad
valorem taxes payable on an annual basis shall be prorated between SELLER
and BUYER as of the Effective Date. BUYER shall be liable for any sales tax
or other transfer tax.
13. EXISTING CONTRACTS. This sale will be made signments, as well as
any and all other agreements or contracts of any nature to which the
PROPERTY is subject.
14. NOTICES. All notices and communications required or permitted
under this Agreement shall be in writing, delivered to or sent by U. S. Mail
or Express Delivery, postage prepaid, or by facsimile transmission,
addressed as follows:
Xxxxxxx Oil Company
Attention Xxxxxxxxx Xxxxxx
0000 Xxxxx Xxxxxxx Xxxxxxxxxx, Xxxxx 000
Xxxxxx, XX 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
BMC, Ltd.
Attention Xx. Xxxxxxx X. Xxxxxxx
000 Xxxxx Xxxxxx, Xxxxx 000
Xxxxx Xxxxxxx, XX 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
15. PARTIES IN INTEREST. This Agreement shall inure to the benefit of
and be binding upon SELLER and BUYER, their respective successors and
assigns. All references contained in the Agreement shall be deemed to
include SELLER and BUYER'S respective successors and assigns. No assignment
by any party shall relieve any party of any duties or obligations under this
Agreement.
16. PREFERENTIAL RIGHTS TO PURCHASE. Should any of the PROPERTY
offered be subject to a preferential right to purchase or consent to assign,
then the proposed sale of the PROPERTY affected thereby will be subject to
SELLER'S obtaining any such waiver or consent. SELLER shall not be liable
to BUYER by reason of inability or failure to obtain any such waiver or
consent. In the event any third party exercises its preferential right to
purchase, the price shall be the value indicated by SELLER on the Property
Schedule and the parties shall reduce the Purchase Price by the value
assigned. At Closing, if SELLER has been unable to obtain a required waiver
or consent (or the appropriate time period for asserting such rights has not
expired), the Purchase Price shall be reduced by an amount equal to the
value assigned to the interest affected by such waiver or consent. This
paragraph shall not be applicable to an oil and gas lease requiring consent
by, filings with, or other actions by governmental entities in connection
with the sale or conveyance of the oil and gas lease or interests therein,
if the same are customarily obtained subsequent to such sale or conveyance.
17. INDEMNITY. BUYER shall assume full responsibility for the
PROPERTY purchased as of the Effective Date and shall defend and indemnify
SELLER, its employees, officers and agents, against any and all losses,
claims, suits, liabilities, and expenses arising out of, in connection with
or resulting from BUYER'S ownership or operation of the PROPERTY purchased,
including, but not limited to thll covenants in the instruments in the chain
of title of the PROPERTY purchased or the instruments to which the PROPERTY
is subject.
SELLER shall defend and indemnify BUYER, its employees, officers and
agents, against any and all losses, claims, suits, liabilities, and expenses
arising out of, in connection with or resulting from SELLER'S ownership or
operation of the PROPERTY purchased prior to the effective date.
18. REGULATORY FORMS. At Closing, SELLER shall deliver to BUYER
signed forms to be filed with appropriate governmental agencies, including,
but not limited to Change of Operator Forms. BUYER agrees to promptly file
such forms with the appropriate governmental agencies.
19. NORM, RCRA AND CERLA After the execution of this agreement, BUYER
and its authorized representatives shall have physical access to the
PROPERTY, at BUYER'S sole cost, risk and expense for the purpose of
inspecting the PROPERTY, conducting such tests, examination, investigations
and assessments as may be reasonable and necessary or appropriate to
evaluate the environmental conditions of the PROPERTY, including without
limitation, for the purpose of detecting the presence or concentration of
naturally occurring radium, thorium or other such materials (hereinafter
referred to as "NORM"). Buyer shall obtain permission from the operator to
conduct such inspections. BUYER shall defend and indemnify SELLER from any
and all liability, claims, causes of action, injury to agents or contractors
or to BUYER'S property and/or injury to SELLER'S property, employees, agents
or contractors which may arise out of BUYER'S inspections, but only to the
extent of BUYER'S negligence. BUYER should satisfy itself as to the
physical and environmental condition, both surface and subsurface, of the
PROPERTY. SELLER disclaims all liability arising in connection with the
presence of environmental conditions such as, but not limited to, NORM on
the PROPERTY. BUYER certifies and acle state and federal law to accept
assignment of the PROPERTY.
Subject to the other provisions of this section, at Closing, BUYER
shall assume and be responsible for and comply with all duties and
obligations of SELLER, express or implied, arising on or after the Effective
Date with respect to the PROPERTY, including, without limitation, those
arising under or by virtue of any lease, contract, agreement, document,
permit, applicable statute or rule, regulation or order of any governmental
authority specifically including, without limitation, any governmental
request or requirement to plug, re-plug and/or abandon any well of
whatsoever type, status or classification or take any clean-up or other
action with respect to the PROPERTY or premises, including hazardous waste
cleanup costs under the Resource and Recovery Act ("RCRA") and the
Comprehensive Environmental Response, Compensation and Liability Act
("CERLA"), or similar laws, rules or regulations and defend, indemnify and
hold SELLER harmless from any and all claims arising out of or in connection
therewith.
20. ALLOCATED VALUES. BUYER AND SELLER herein agree upon the
allocation of the Purchase Price among the properties. Such Allocated
Values are shown on Exhibit "A", Property Schedule which is attached hereto.
In the event the net amount of the Purchase Price adjustments downward
provided for in paragraphs numbered 9 and 16 exceeds twenty-five percent
(25%) of the purchase price, then SELLER or BUYER may, upon written notice
to the other, cancel this Agreement and the same shall be of no further
force and effect and in such event, SELLER shall promptly refund to BUYER
the Performance Deposit.
21. COMPLETE AGREEMENT; SAVINGS CLAUSE. When executed by SELLER and
BUYER, this Agreement shall constitute the complete agreement between the
parties regarding the purchase and sale of the PROPERTY. Where applicable,
the terms of this Agreement shall survive the Closing.
22. GOVERNING LAW AND VENUE. This Agreement and all of its terms and
provisions shall be governed by the laws of the State of Texas.
The parties agree that venue for any dispute between the parties
pertaining to this Agreement shall be in Dallas County, Texas. In any such
dispute, the prevailing party shall be entitled to reimbursement of all
court costs and reasonable attorneys' fees incurred.
23. FURTHER ASSURANCES. SELLER agrees that, at any time and from time
to time after the date hereof, it will, upon request of BUYER, execute,
acknowledge and deliver or cause to be executed, acknowledged and delivered
all further documents or instruments as may be required in connection with
the assignment and conveyance of the PROPERTY to BUYER; and SELLER shall
perform and take such actions as may be necessary or appropriate in
connection with the performance by SELLER of the transactions contemplated
by this Agreement.
24. MISCELLANEOUS PROVISIONS.
(a) Captions have been inserted for reference purposes only and shall
not define or limit the terms of this Agreement;
(b) If any provision of this Agreement is held invalid, such
invalidity shall not affect the remaining provisions;
(c) This Agreement cannot be modified or amended except by a written
instrument duly executed by SELLER and BUYER; and
(ddelegate any duty to be performed under this Agreement. Consent to
assign shall not be unreasonably withheld by either party.
TIME IS OF THE ESSENCE HEREOF. If the foregoing sets forth your
understanding of our agreement, please so indicate by dating, signing and
returning one copy hereof on or before August 19, 1996. Failure to do so
shall result in cancellation of this agreement at SELLER'S option.
EXECUTED this 14th day of August, 1996.
XXXXXXX OIL COMPANY
By: /s/ X. X. Xxxxxxx
___________________________
X. X. Xxxxxxx
Vice President
00-0000000
Tax Identification Number
BMC, LTD.
By: Venoco, Inc., a California
corporation, the general
partner
By: /s/ Xxxxxxx Xxxxxxx
___________________________
Xxxxxxx Xxxxxxx
President
________________________________
Tax Identification Number
EXHIBIT "A"
PROPERTY SCHEDULE
Attached to and made a part of PURCHASE AND SALE AGREEMENT dated
August 14, 1996, by and between Xxxxxxx Oil Company, SELLER, and
BMC, Ltd., BUYER
XXXXXXX XXXXXX, XXXXX
XX 000000
ALLOCATED VALUE $43,046.00
BIG MINERAL CREEK XXXXXX UNIT (UT-484)
EXPENSE INTEREST 0.0701800
REVENUE INTEREST 0.0614075
PN 444101
ALLOCATED VALUE $107,315.00
BIG MINERAL CREEK S SAND UNIT (UT-482)
EXPENSE INTEREST 0.0338493
REVENUE INTEREST 0.0296182
PN 444102
ALLOCATED VALUE $175,475.00
BIG MINERAL CREEK STRAWN I UNIT (UT-483)
EXPENSE INTEREST 0.0664260
REVENUE INTEREST 0.0581236
PN 444105
ALLOCATED VALUE $14,164.00
BIG MINERAL CREEK UV UNIT (UT-499)
EXPENSE INTEREST 0.0408344
REVENUE INTEREST 0.0357300
Oil and Gas Lease dated January 12, 1951, effective March 26, 1951, by
and between Xxxxxxx Xxxxxx, et al, as Lessor, and Xxxxxxxx Oil & Gas
Company, as Lessee, recorded in Volume 640, page 410 of the Deed Records of
Xxxxxxx County, Texas, covering 80.00 acres, more or less, being out of the
Wm. Xxxxx Survey, Abstract 15, Xxxxxxx County, Texas (LF-05302-00)
The hereinabove referenced lease is subject to Casinghead Gas Contract
dated September 30, 0000, xxxxxxx Xxxxx Xxxxx Petroleum, Buyer, and Atlantic
Richfield Company, Seller; Unit Agreement and Unit Operating Agreement for
the Big Mineral Creek (S Sand) Unit dated May 1, 1965, between Shell Oil
Company, Operator and Xxxxxxxx Oil and Gas Company, et al, Non-Operators
recorded in Volume 1042, page 00, Xxxx Xxxxxxx xx Xxxxxxx Xxxxxx, Xxxxx;
Unit Agreement and Unit Operating Agreement for the Big Mineral Creek
(Strawn I) Unit dated August 20, 1979, between Shell Oil Company, Operator
and Xxxxxxxx Oil and Gas Company, et al, Non-Operators; Unit Agreement and
Unit Operating Agreement for the Big Mineral Creek (Strawn I) Unit dated
August 20, 1979, between Shell Oil Company, Operator and Atlantic Richfield
Company, et al, Non-Operators; Unit Agreement and Unit Operating Agreement
for the Big Mineral Creek (UV Sand) Unit dated January 1, 1993, between
Shell Oil Company, Operator and Xxxxxxx Oil Company, et al, Non-Operators;
Big Mineral Creek Water Supply Facility letter agreement dated September 19,
1973; and Purchase and Sale Agreement dated February 21, 1990, between
Atlantic Richfield Company, as Seller and Xxxxxxx Oil Company, as Purchaser.
EXHIBIT "B"
ASSIGNMENT AND XXXX OF SALE
FROM XXXXXXX OIL COMPANY
TO BMC, LTD.
Attached to and made a part of PURCHASE AND SALE AGREEMENT dated
August 14, 1996, by and between Xxxxxxx Oil Company, SELLER, and
BMC, Ltd., BUYER
THE STATE OF TEXAS )
) KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF XXXXXXX )
THAT, the undersigned, XXXXXXX OIL COMPANY, a Delaware
corporation, with offices at 0000 Xxxxx Xxxxxxx Xxxxxxxxxx, Xxxxx 000,
Xxxxxx, Xxxxx 00000, hereinafter called "Assignor", for and in consideration
of Ten Dollars ($10.00) and other valuable consideration to it in hand paid
by BMC, LTD., a California limited partnership, with offices at 000 Xxxxx
Xxxxxx, Xxxxx 000, Xxxxx Xxxxxxx, Xxxxxxxxxx 00000, hereinafter called
"Assignee", does hereby TRANSFER, ASSIGN and CONVEY unto Assignee, WITHOUT
WARRANTY OF TITLE EITHER EXPRESS OR IMPLIED, EXCEPT BY, THROUGH AND UNDER
ASSIGNOR, BUT NOT OTHERWISE, with the right of full substitution and
subrogation in and to all rights and actions of warranty which Assignor has
or may have against any and all preceding owners of the said lease, subject
to the terms and conditions contained herein, the following:
(a) All of Assignor's rights, title and interest in and to the
leasehold estate described in Exhibit "A", such lease being hereinafter
called "said lease", represented to be no less than the working and net
revenue interests set forth therein, subject to all burdens, encumbrances,
contracts and agreements, which are of record and/or listed in Exhibit "A"
affecting said lease to the extent that same are in force and effect;
(b) All of SELLER'S royalties, overriding royalties, production
payments, rights to take royalties in kind, or other interests in production
of oil, gas or other minerals;
(c) All of Assignor's rights, title and interest in and to all
permits, franchises, licenses, servitudes, easements, surface leases and
rights-of-way of every character relating to said lease;
(d) All of Assignor's rights, title and interest in and to any
contracts or agreements including, but not limited to, rights and interest
in or derived from unit agreements, gas processing agreements, joint
operating agreements, gas contracts, gas
gathering agreements, gas balancing agreements, boundary or well line
agreements, assignments of operating rights, working interest and subleases
affecting said lease.
For the same consideration, Assignor does hereby BARGAIN, SELL and
DELIVER unto Assignee all of its rights, title and interest in and to the
xxxxx located on said lease described in said Exhibit "A"; and Assignor does
hereby further BARGAIN, SELL and DELIVER unto Assignee all of its rights,
title and interest in and to all personal property and well equipment
located in, on and used in connection with the said lease, such xxxxx,
personal property and the well equipment being hereinafter collectively
called "said xxxxx". ASSIGNOR EXPRESSLY DISCLAIMS AND NEGATES (a) ANY
IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, (b) ANY IMPLIED OR EXPRESS
WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, and (c) ANY IMPLIED OR EXPRESS
WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS. ASSIGNEE
EXPRESSLY WAIVES THE PROVISIONS OF CHAPTER XVII, SUBCHAPTER E, SECTIONS
17.41 THROUGH 17.63, INCLUSIVE (OTHER THAN SECTION 17.555, WHICH IS NOT
WAIVED), VERNON'S TEXAS CODE ANNOTATED, BUSINESS AND COMMERCIAL CODE.
This Assignment and Xxxx of Sale is executed and delivered as part of
the consummation of the transaction contemplated by that certain Purchase
and Sale Agreement between Assignor, as SELLER, and Assignee, as BUYER,
dated August 14, 1996, hereinafter referred to as "Sale Agreement". The
warranties, representations, indemnities and covenants contained in the Sale
Agreement shall survive the delivery of this Assignment in accordance with
the provisions of the Sale Agreement and the delivery of this Assignment air
any of the warranties, representations, indemnities or covenants made in the
Sale Agreement and the terms and conditions set forth therein; provided,
however, any third parties transacting with Assignee with respect to any of
the Interests may rely on this Assignment as vesting Assignee with all of
Assignor's rights, title and interest in the said lease and xxxxx.
This Assignment and Xxxx of Sale shall extend to, be binding upon and
inure to the benefit of Assignor and Assignee, their respective successors
and assigns and shall be deemed covenants running with the herein described
lands and leasehold estates.
Assignee expressly assumes, as of the Effective Date, all of Assignor's
obligations relating to the said lease, including, but not limited to, the
obligation of plugging and abandoning any well on the said lease, at
Assignee's sole cost, risk and expense.
This assignment shall be effective, for all purposes as of 7:00 o'clock
a.m. August 1, 1996.
EXECUTED by Assignor and Assignee in Duplicate Originals on this
____ day of _______________, 1996, but to be effective as stated above.
XXXXXXX OIL COMPANY
By: ___________________________
Xxxxx X. Xxxxx
President
BMC, LTD.
By: Venoco, Inc., a California
corporation, the general
partner
By: _________________________
Xxxxxxx Xxxxxxx
President
MY COMMISSION EXPIRES:
___________________________
Notary Public in and for the __________
