PURCHASE AND SALE AGREEMENT
THIS AGREEMENT is entered into as of September 1, 1997 to be effective as of
September 1, 1997, by and between American Rivers Oil Company (AROC), a Wyoming
corporation, and Xxxxxxx Xxxxx Oil Company (KTOC), a Colorado corporation.
RECITALS
WHEREAS, AROC desires to purchase KTOC's interest in the Xxxxx Xxxxx North
field, and:
WHEREAS, KTOC desires to sell its interest in Xxxxx Xxxxx North field in order
to reduce its debt to AROC.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual
covenants and obligations herein contained, the parties hereto agree as follows:
AGREEMENT
1. AROC is acquinng all of KTOC's right, title! and interest, an undivided
17.50% Working Interest, under those certain oil and gas leases and the property
described in Exhibit "A", attached hereto and incorporated herein by this
reference, hereinafter referred to as the "Property."
2. The Assignment of Oil and Gas Lease from KTOC to AROC shall be in a form
and content as attached hereto as Exhibit "B" and shall be made without warranty
whatsoever expressed, statutory or implied as to description, title, condition,
quality, htness for purpose. merchantability, or otherwise, except as to any
claims which may be by, through or under KTOC. KTOC shall take such action and
shall execute and deliver such deeds, conveyances, bills of sale, assignments,
documents and instruments as may be necessarily or reasonably requested by AROC,
whether prior or subsequent to Closing, in order to perfect and complete the
purchase and sale of the Property as contemplated hereby. If any Property
offered hereunder is known to be erroneously described, the description will be
corrected on proof of the proper description.
3. The total consideration to be paid by AROC to KTOC for the purchase and
sale of the Property shall be the amount of $22,500 . KTOC acknowledges and
agrees that it currently owes AROC this amount for past well charges. AROC
agrees to forego payment of these past due invoices as payment of the $22,500
due under this agreement.
4. Examination and approval by AROC of all titles, abstracts, or notes to
the Property and inspection of and a complete inventory of all physical assets
contemplated to be transferred. as well as access to all data on file regarding
the Property have been completed by AROC as of the date of this agreement.
5. The purchase and sale of the Property shall be effective as of 7:00 a.m.
September 1, 1997 ("Effective Date").
6. The consummation of the transaction and closing, subject to all of the
conditions mentioned herein, shall be held on Oct. 1, 1997 and at a time
mutually agreeable to the parties in the office of AROC
7. AROC shall indemnify KTOC against any and all losses, claims, suits,
liabilities and expenses arising with respect to the Property after Effective
Date, and KTOC shall indemnify AROC against any and all losses, claims, suits,
liabilities and expenses arising with respect to the Property prior to the
Effective Date.
8. AROC agrees to comply with all lease provisions, laws and regulations
governing the operation of such xxxxx, inciading those lease provisions, laws,
and regulations governing plugging and abandoning of xxxxx and restoration of
lease and to indemnify KTOC against any loss or damage associated with a
violation of such lease provision, laws, or regulations, which occurs after the
Date of Sale.
9. Taxes for 1997, and all prior year's production taxes, personal property
taxes, severance taxes and all other taxes attributable to the Property or
production therefrom ("Taxes") will be paid by AROC.
10. General Provisions.
10.1 Notices. Any notices or other communications required or permitted to
be given hereunder shall be given sufficiently only if in writing and served
personally or sent by certified mail, postage prepaid and retum receipt
requested, addressed as follows:
If to AROC: American Rivers Oil Company - 000 Xxxx 0xx Xxxxxx -
Xxxxx 000 - Xxxxxx, Xxxxxxxx 00000.
If to KTOC: Xxxxxxx Xxxxx - 000 Xxxx 0xx Xxxxxx - Xxxxx 000 -
Xxxxxx, Xxxxxxxx 00000.
Either party may changes his/its address for purposes of this Agreement by
giving wntten notice of such change.
10.2 Choice of Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Colorado.
10.3 Entire Aareement; Modification and Waiver. This Agreement supersedes
any and all other agreements, whether oral or written, between the parties
hereto with respect to this purchase and sale. Any modification of this
Agreement shall be effective only if it is in writing and signed by both
parties. No waiver of any of the provisions of this Agreement shall be deemed,
or shall constitute, a waiver of any other provision, whether or not similar nor
shall any waiver constitute a continuing waiver No waiver shall be binding
unless executed in writing by both parties making the waiver.
10.4 Severability. If for any reason whatsoever, any one or more of the
provisions of this Agreement shall be held or deemed to be inoperative,
unenforceable, or invalid as applied to any particular case or in all cases,
such circumstances shall not have the effect of rendering any such provision
inoperative, unenforceable, or invalid in any other case or of rendering any of
the other provisions of this Agreement inoperative, unenforceable, or invalid.
10 5 Corporate authority. KTOC represents and warrants as of the date
hereof that KTOC's execution and delivery of this Agreement to AROC and the
carrying out of the provisions hereof have been duly authorized by KTOC's Board
of Directors and further represents and warrants that neither the execution and
delivery of this Agreement, nor the compliance with the terms and provisions
thereof by KTOC wiii result in the breach of any state regulation,
administrative or court order, nor will such compliance conflict with, or result
in the breach of, any of the terms or conditions of KTOC's Articles of
Incorporation or Bylaws, as amended, or any agreement or other instrument to
which KTOC is a party, or by which KTOC is or may be bound, or constitute an
event of default thereunder, or with the lapse of time or the giving of notice
or both constitute an event of default thereunder.
10.6 Attomey's Fees. In any action at law or in equity to enforce or
construe any provisions or rights under this Agreement, the unsuccessful party
or parties to such litigation, as determined by the courts pursuant to a final
judgment or decree, shall pay the successful party or parties all costs,
expenses, and reasonable attomeys' fees incurred by such successful party or
parties (including, without limitation, such costs, expenses, and fees on any
appeals), and if such successful party or parties shall recover judgment in any
such action or proceedings, such costs, expenses, and attorneys' fees shall be
included as part of such judgment.
10.7 CounterParts. The Agreement may be executed simultaneously in one or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS HEREOF, this Agreement is executed and made effective as of the date
herein stated, and may be executed in counterpart.
ATTEST: XXXXXXX XXXXX OIL COMPANY
/s/ Xxx Xxxxxx /s/ Xxxxxxx Xxxxx
----------------------------- -------------------------------------
Xxxxxxx Xxxxx, President
ATTEST: AMERICAN RIVERS OIL COMPANY
/s/ Xxx Xxxxxx /s/ Xxxxxxx X. Xxxxxxxxxx
----------------------------- -------------------------------------
Xxxxxxx X. Xxxxxxxxxx, President
EXHIBIT A
XXXXX XXXXX NORTH FIELD
The Property shall further include all xxxxx (producing, non-producing,
injection and disposal xxxxx), all of the personal property, fixtures,
equipment, casing and tubing, compressors, pipelines, meters, production,
gathering, treating, processing, compression, dehydration, salt water disposal
xxxxx and facilities, and pipeline equipment and facilities, gathering systems,
drip facilities, tanks, machinery, equipment, tools, dies, vessels, and other
facilities; and all contracts, commitments, agreements, farmouts, operating
agreements, joint operating agreements, division orders, production sales
contracts, gas processing contracts, surface leases, easements, rights-of-way,
and any and all other real and personal property or fixtures relating to, used,
useful, or held for use, whether on or off the premises, in connection with the
Property, and the oil and gas well.
Known as the Sparkle #1 Unit
Working Interest 17.50%
Net Revenue Interest 14.40596%
