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EXHIBIT 10.18
DEPOSITORY AGREEMENT FOR PURCHASE OPTION
THIS DEPOSITORY AGREEMENT FOR PURCHASE OPTION (this "AGREEMENT") is entered
into as of the 1st day of December, 2000, by and between Grant Geophysical,
Corp., a Texas corporation, with its mailing address at 00000 Xxxx Xxx, Xxxxxxx,
Xxxxx 00000, ("GRANT"), and Xxxxxxx Associates, L.P., a Delaware limited
partnership, with its mailing address at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx,
00000 ("XXXXXXX").
WITNESSETH
In consideration of the mutual covenants and agreements contained herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
1. Option to Purchase Working Interest.
(a) Purchase Option. Grant hereby grants to Xxxxxxx the exclusive option
(the "Option") to purchase on or before January 31, 2001 all of
Grant's right, title and interest, consisting of, among other
things, a 33.333333% undivided working interest, in and to the
mineral leases constituting the LaFite Project area in Brazoria
County Texas, together with all of Grant's right, title and interest
in and to any geophysical and geological data related thereto (the
"Interest").
(b) Purchase Price. The exercise price of the Option shall be the sum of
$1,000,000, payable in the manner set forth in Section 1(c).
(c) Refundable Deposit.
(i) Concurrent with the execution hereof, Xxxxxxx shall place on
deposit with Grant a $1,000,000 refundable deposit (the
"Deposit").
(ii) Xxxxxxx may exercise the Option without payment of further
consideration by giving Grant written notice of exercise that
includes the date on or before January 31, 2001 upon which the
purchase of the Interest shall close. On the closing date (A)
Grant shall deliver to Xxxxxxx an assignment, xxxx of sale and
conveyance in a form acceptable to Xxxxxxx and such other
documents as may be necessary to convey title to the Interest
and (B) upon such delivery the Deposit shall become Grant's
property.
(iii) Between the date hereof and January 31, 2001, if Grant elects
to sell the Interest to a third party before Xxxxxxx exercises
the Option, the Option shall be cancelled. In such event,
Grant shall give Xxxxxxx written notice of such election and
refund the Deposit,
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together with a termination fee of $333.33 for each day
beginning on the date hereof and ending on the day the refund
and termination fee are paid.
(iv) If (A) Xxxxxxx gives Grant written notice that it elects not
to exercise the Option, or (B) the Option is not exercised on
or before January 31, 2001, Grant shall refund the Deposit to
Xxxxxxx no later than two business days after the earlier of
receipt of such written notice from Xxxxxxx or January 31,
2001.
(d) Title Warranty. Grant represents and warrants to Xxxxxxx that the
Interest, when conveyed upon exercise of the Option by Xxxxxxx,
shall be free and clear of any mortgages, deeds of trust, voluntary
or contractual or statutory liens, pledges, security interests,
charges, conditional sales or other title retention documents. Grant
hereby covenants to bind itself, its successors and assigns to
warrant and forever defend the title to the Interest granted,
conveyed, assigned, and transferred unto Xxxxxxx, its successors and
assigns, against the lawful claims and demands of every Person
whomsoever claiming or to claim the same or any part thereof, by,
through or under Grant.
2. General Provisions.
(a) Notices. All notices and communications required or permitted to be
given hereunder shall be deemed to be properly delivered the earlier
of the date when actually delivered or three days after being
deposited in the U.S. mail as certified mail, return receipt
requested, with adequate prepaid postage affixed thereto at the
addresses provided above or such other address as a party hereto
shall designate by giving the other party at lease fifteen days
written notice thereof.
(b) Successors and Assigns. All agreements and conditions between the
parties hereto shall extend to and be binding upon their respective
heirs, permitted successors and permitted assigns.
(c) Headings. The headings of the articles and sections of this
Agreement are for convenience of reference only and shall not limit
or otherwise affect any of the terms or provisions of this
Agreement.
(d) Unenforceable or Inapplicable Provisions. If any provision of this
Agreement is invalid or unenforceable in any jurisdiction, the other
provisions hereof shall remain in full
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force and effect in such jurisdiction and the remaining provisions
shall be liberally construed in order to carry out the intent of
this Agreement. The invalidity of any provision of this Agreement in
any jurisdiction shall not affect the validity and enforceability of
such provision in any other jurisdiction.
(e) Counterparts. This Agreement may be executed in several original
counterparts. Each counterpart shall be deemed to be an original for
all purposes, and all counterparts shall together constitute but one
and the same instrument.
(f) References. References made in this Agreement, including use of a
pronoun, shall be deemed to include where applicable, masculine,
feminine, singular or plural, individuals, and other persons. As
used in this Agreement, "Person" shall mean an individual,
corporation, partnership, limited liability company, association,
joint-stock company, trust or trustee thereof, estate of executor
thereof, unincorporated organization, joint venture, court,
government unit or any agency or subdivision thereof, or any other
legally recognizable entity.
(g) Choice of Law. This Agreement shall be construed under and governed
by the laws of the State of New York without regard to the
principles of conflicts of law.
(h) Modifications. No modifications of this Agreement shall be effective
unless reduced to writing and duly executed by the parties hereto.
No course of dealing between the parties prior or subsequent to the
date of this Agreement shall be construed to change, modify, amend,
alter or waive the terms hereof.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.
WITNESSES: GRANT GEOPHYSICAL, CORP.
By:
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Name:
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Title:
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XXXXXXX ASSOCIATES, L.P.
WITNESSES:
By:
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Xxxx Xxxxxx
General Partner
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