Exhibit 10.1
PURCHASE AND SALE AGREEMENT
This Agreement is dated effective July 1, 2005, and entered into this 14th
Day of July, 2005, by and between XXXX X. XXXXXX (hereafter referred to as the
"Seller") and COLORADO OIL & GAS, INC., a Colorado corporation (hereafter
referred to as the "Buyer")
RECITALS
I. Seller is an individual who resides at of 0000 Xxxxxxx Xxxxx, Xxxxx X,
Xxxxxx, Xxxxxxxx 00000. Seller owns working interests in certain oil and gas
property and has offered to sell and assign these interests to the Buyer for
$50,000.00 (the "Purchase Price") Descriptions of the oil and gas properties are
set forth in detail in Schedule A, attached hereto and incorporated herein by
reference (the "Working Interests").
II. Buyer is a majority owned subsidiary of Arete Industries, Inc., a Colorado
corporation that is publicly traded on the NASDAQ over the counter market. Buyer
is a development stage company seeking to acquire small interests in oil and gas
minerals, leases including passive investments as well as developmental
properties. Buyer's board of directors has authorized the Buyer to engage in the
proposed transaction set forth in this Agreement, as follows:
AGREEMENT
1. Seller agrees to sell to Buyer and the Buyer agrees to buy the Working
Interests for the Purchase Price on the terms set forth below.
2. Seller grants, bargains and conveys the Working Interests described in
Schedule A to Buyer free and clear of any and all encumbrances, liens, claims
and judgments, for consideration payment of the Purchase Price of $50,000.00
subject to adjustment, as provided in Paragraph 4, below.
3. The Purchase Price will be paid with $37,500 cash at closing in the form of a
check drawn off of the account of the Buyer and 12,500 of 000 Xxxxxxxxxx Xxxxxx
shares in the Seller, as represented by Stock Certificate No. 0006, valued at
$1.00 per share for a total of $12,500.00 and to be delivered at closing.
4. The Purchase Price shall be subject to adjustment and offset up to an amount
equal to $2,500.00. Buyer may offset up to said amount for any and all
outstanding debts, including but not limited to taxes, operating costs, and
other expenses accrued up to and including the effective date.
5. The closing date of this transaction shall be July 14, 2005.
5. Seller shall provide Buyer with Assignment Agreements for the Working
Interests in such form as is required to properly record such Assignment of the
Working Interests in the proper county office in each county and state in which
the Working Interests are located on or before the Effective Date, or within a
reasonable time thereafter, with the consent of the Buyer, which consent shall
not be unreasonably withheld.
6. In no event shall either Party cause any liens or encumbrances to attach to
the Working Interests prior to or subsequent to the Effective Date of this
Agreement except with the knowledge and consent of the other Party, and the
Parties hereto agree to indemnify and hold harmless, the other from and against
any such claims, liens, encumbrances, and agree to xxx and defend any claim or
cause of action which may give rise to an encumbrance or imposition of the lien
of any judgment, claim, assessment or encumbrance upon the Working Interests at
their sole cost and expense.
7. Each of Seller and Buyer represents and warrants to the other that it has not
incurred liability, contingent or otherwise, for brokers' fees, or finders' fees
or similar fees in respect of this Agreement or the transaction contemplated
hereby.
8. This Agreement shall be binding upon the Parties, their respective officers,
directors, managers, members, shareholders, and their successors, trustees,
receivers and permitted assigns. In the event of any real or apparent conflict
of terms between the various agreements and undertakings described herein, the
more specific term of one such document will govern over a general term in any
of the others. If any of the terms and conditions of this Agreement shall be
deemed unenforceable by operation of statute, by the common law, or by any
judgment or decree of court, such event shall not affect the enforceability of
any other term of provision herein, or in any of the collateral documents
described herein.
9. Buyer shall cause the information and data furnished or made available by
Seller to Buyer and its officers, employees, and representatives (including
bankers and financial advisors) in connection with this Agreement or Buyers
investigation of the Properties, to be maintained in confidence and not to be
used for any purpose other than in connection with this Agreement or Buyer's
investigation of the Properties; provided, however, that the foregoing
obligation shall terminate on the earlier to occur of (i) the Closing, (ii) such
time as the information or data in question is disclosed to Buyer by a third
party that is not obligated to Seller to maintain same in confidence, or (iii)
such time as the information or data in question becomes generally available to
the oil and gas industry other than through the breach of the foregoing
obligation.
10. Each Party agrees to execute such other and further documents to carry out
the purpose and intent of this Agreement, including any documents required by
way of further assurances of any Party reasonably required in furtherance of the
purposes stated herein.
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11. Notices: Any notices required to be given, shall be given for any purpose to
the last known address of the Party to receive the notice: if by first class
mail, three days after posting in the US Mail shall be the effective date of the
notice, or by courier if a delivery receipt is provided, the date delivered by
the courier to the office address of the recipient; or if by facsimile, the
latter of the date of the facsimile or the date that a confirmed copy was posted
in the US Mail. No notices by email shall be deemed given unless followed with a
conformed copy, and then shall be effective three days after posting the
conformed copy in the US Mail.
12. This contract shall be governed and construed under the laws of the state of
Colorado.
13. By their signatures below, the Parties hereby acknowledge and represent that
the signatory has full legal authority to execute this Agreement and the
collateral agreements and undertakings contemplated herein on behalf of the
Parties who are entities and thereby to bind the Parties fully to the terms,
conditions, agreements and undertakings, herein.
Dated as of the day first above written to be effective as of the Effective
Date.
SIGNATURES
BUYER: SELLER:
COLORADO OIL AND GAS, INC.
BY: /s/ Xxxxxxx X. Xxxxxxx /s/ Xxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxxx, President and C.E.O. Xxxx X. Xxxxxx
0000 Xxxxxxx Xx. 0000 Xxxxxxx Xx., Xxxxx X
Xxxxxxxxxxx, Xxxxxxxx 00000 Xxxxxx, Xxxxxxxx 00000
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