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EXHIBIT 10.7
OIL AND GAS PROPERTY PURCHASE AGREEMENT
THIS AGREEMENT is made and entered into this 18th day of September, 1995,
by and between CUMBERLAND COMPANIES, INC., (hereinafter referred to as "CCI") a
Nevada corporation, with its principal place of business at 0000 Xxxxxxxxxx
Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000, and X. X. XXXX, having his principal
place of business at Xxxxx 0, Xxx 00, Xxxxxx, Xxxxx 00000.
W I T N E S S E T H :
WHEREAS, X. X. XXXX has agreed to sell to CCI certain interests in oil
properties as set forth in Exhibit "A" attached hereto.
1. Purchase Price.
In consideration for CCI purchasing the referenced property as set
forth in Exhibit "A", CCI shall pay the sum of Sixty-Seven
Thousand, Three Hundred, Eighty-Six Dollars and Thirty-Six Cents
($67,386.36). Effective date to be the date of this Purchase and
Sale Agreement. Said payment may be made in cash or in common
stock valued at Three Dollars ($3.00) per share, or a combination
of cash and stock. The common stock is to be Class A Common Stock
of CCI, subject to Rule 144 under the Securities Act of 1933. Said
shares shall have piggyback rights subject to terms and conditions
acceptable to an underwriter approved by the management of CCI.
Payment of the Sixty-Seven Thousand, Three Hundred, Eighty-Six
Dollars and Thirty-Six Cents ($67,386.36) shall be made as
follows:
1.1 Seventeen Thousand, One Hundred Forty-Two Dollars and
Ninety-Two Cents ($17,142.92) payable in notes. (See
attached Promissory Note), and
1.2 Fifty Thousand, Two Hundred Forty-Three Dollars and
Forty-Four Cents ($50,243.44), payable in Sixteen Thousand,
Seven Hundred Forty-Eight (16,748) shares of Common Stock.
2. Closing.
The completion of the contemplated transactions is herein
designated as the Closing which shall take place on or before
September 30, 1995, or such other date as the parties shall
mutually agree upon.
3. Warranties and Representations of Cumberland Companies, Inc.
3.1. Corporate Organization.
CCI is a corporation duly organized, validly existing and
in good standing under the laws of Nevada and is duly
qualified to do business and has full power and authority
to carry on its current business and to purchase, own, and
sell its assets and properties.
3.2 Corporate Authority.
The execution and delivery of this Agreement to X. X. XXXX
and the carrying out of the provisions hereof have been
fully authorized by the Board of Directors of CCI.
3.3 Binding Nature.
This Agreement shall be, when duly executed and delivered,
a legal and binding obligation of CCI, enforceable in
accordance with its terms.
3.4 Warranties and Representations.
No representation or warranty by CCI in this Agreement
contains, nor will it contain, any untrue statement or
omission, nor will it omit to state a material fact
necessary to make the statements contained herein not
misleading. All representations and warranties made by CCI
in this Agreement shall be true and correct as of the
Closing with the same force and effect as if they had
been made on and as of such date.
3.5 Litigation.
There are no pending, nor, to the best knowledge and
belief of CCI, threatened actions or proceedings
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before any court of administrative agency or other
authority which might or will materially or adversely
affect CCI's ability or right to perform all of CCI's
obligations hereunder.
4 Warranties and Representations of X. X. XXXX
4.1 Property Title.
X. X. XXXX hereby warrants and represents that he has good
and marketable title to the properties and/or property
interests, which are the subject to this Agreement, and
that the properties and/or property interests are free and
clear from any liens, or other obligations, and that there
is no litigation pending or threatened against said
properties and/or property interests.
4.2 Authority to Sign.
X. X. XXXX warrants and represent that he has full
authority, as owner of the properties and/or property
interests, to enter into this Agreement with CCI.
4.3 Binding Nature.
This Agreement shall be, when duly executed and delivered,
a legal and binding obligation of X. X. XXXX, enforceable
in accordance with its terms.
4.4 Warranties and Representations.
No representation or warranty by X. X. XXXX in this
Agreement contains, nor will it contain, any untrue
statement or omission, nor will it omit to state a material
fact necessary to make the statements contained herein not
misleading. All representations and warranties made by X.
X. XXXX in this Agreement shall be true and correct as of
the Closing with the same force and effect as if they had
been made on and as of such date.
4.5 Litigation.
There are no pending, nor to the best knowledge and belief
of X. X. XXXX, threatened actions or proceedings before any
court or administrative agency or other authority which
might or will materially or adversely affect X. X. XXXX'
obligations hereunder.
5. Miscellaneous
5.1 Brokerage.
Each party hereto represents and warrants to the other
that no broker or finder is entitled to any commission, or
similar fees, in connection with the making and carrying
out of this Agreement.
5.2 Sales Tax.
Any sales taxes which may be payable in connection with
the transfer of the assets described shall be borne solely
by X. X. XXXX.
5.3 Notices and Communications.
Any notice, payment request, instruction, or other document
to be delivered hereunder shall be deemed sufficiently
given if in writing and delivered personally or mailed by
Certified Mail, postage prepaid, if to CCI addressed to
CUMBERLAND COMPANIES, INC. at the address first set forth
above, and if addressed to X. X. XXXX, at the address first
set forth above, unless in each case CCI or X. X. XXXX
shall have notified the other in writing of a different
address.
5.4 Non-Waiver.
No delay or failure on their part or either part in
exercising any right hereunder, and no partial or single
exercise thereof, will constitute a waiver of such right
or any other right hereunder.
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5.5 Headings.
Headings in this Agreement are for convenience only and
are not to be used for interpreting or construing any
provision hereof.
5.6 Governing Law.
This Agreement shall be construed in accordance with and
governed by the laws of the State of Nevada.
5.7 Counterparts.
This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original
but all of which together shall constitute one and the
same instrument.
5.8 Binding Nature.
The provisions of this Agreement shall be binding upon and
inure to the benefit of each of the parties hereto and
their respective successors and/or assigns.
5.9 Survival of Representations and Warranties.
Except as otherwise expressly provided in this Agreement or
the Exhibit "A" attached, the representations and
warranties of CCI and X. X. XXXX extended hereunder shall
survive the Closing. Each party against whom liability is
asserted under the provisions of this Agreement shall be
given the opportunity to participate, directly or through
its authorized representative, at the cost and expense, in
the conduct of any negotiations relating to the statements
of any liability or any other proceeding instituted by any
third party against either CCI or X. X. XXXX, as the case
may be, giving rise to alleged breach.
5.10 Expenses.
Except as otherwise expressly provided herein, each party
shall pay all of its own expenses incidental to the
negotiations and preparation of the documentation relating
to this Agreement and for entering into and carrying out
the terms and conditions of this Agreement and
consummating the transactions, irrespective of whether the
transactions contemplated shall be consummated.
5.11 Payment of Taxes.
All fees, costs, charges, and expenses payable to any
federal, state, or municipal authority, including without
limitations, all filing fees, documentary stamps and
transfer, sales and other taxes required to be paid, or
imposed in connection with the transfer of any of X. X.
XXXX' assets pursuant to the terms of this Agreement shall
be paid by X. X. XXXX.
5.12 Amendments, Successors and Assigns.
This Agreement may be amended only by an instrument signed
by the authorized representatives of the parties hereto.
Neither party may assign any of its rights, obligations,
or liabilities arising hereunder without the prior written
consent of the other, except as otherwise provided herein,
and any such assignment or attempted assignment shall be
null and void.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their authorized representatives as of the date first above
written.
CUMBERLAND COMPANIES, INC.
By: /s/ X. X. Xxxxxxx /s/ X. X. Xxxx
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X. X. Xxxxxxx, President X. X. XXXX
Date: 9/22/95 Date: 9/18/95
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Attest:
By: /s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx, Assistant Secretary
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E X H I B I T " A "
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XXXXXXX NO.1 WELL Well No. 43-(036010)
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LEASE LISTING
LEASE NO. DESCRIPTION OF LEASES
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43-001A Oil, Gas and Mineral Lease dated August 1, 1981, from Xxxxxxx
Xxxxx, as Lessor, to Xxxx Xxxxxx, as Lessee, recorded in Volume
572, Page 435, Deed Records of Palo Pinto County, Texas.
43-001B Oil, Gas and Mineral Lease dated August 1, 1981, from Xxxxxx
Xxxxx, as Lessor, to Xxxx Xxxxxx, as Lessee, recorded in Volume
573, Page 733, Deed Records of Palo Pinto County, Texas.
43-001C Oil, Gas and Mineral Lease dated July 23, 1980, from Xxxxx
Partnership, Ltd., an Oklahoma Limited Partnership, and The Xxxxx
Xxxxxx Trust, Xxxxx Xxxxx Xxxxxx, Xxxx X. Xxxxxx and Xxxxx X.
Xxxxxxxx, Trustees, as Lessors, to Xxxx Xxxxxx, as Lessee,
recorded in Volume 552, Page 629, Deed Records of Palo Pinto
County, Texas.
43-001D Oil, Gas and Mineral Lease dated July 31, 1980, from Westheimer-
Neustadt Corporation, a Delaware Corporation, as Lessor, to Xxxx
Xxxxxx, as Lessee, recorded in Volume 552, Page 626, Deed Records
of Palo Pinto County, Texas.
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