Exhibit 10.8
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ASSET PURCHASE AND SALE AGREEMENT
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This Asset Purchase and Sale Agreement (hereinafter "Agreement") is
effective as of the 1st day of July, 1995, ("Effective Date") between INLAND
RESOURCES INC., a Washington corporation, hereinafter referred to as "Inland"),
and PETROGLYPH GAS PARTNERS, L. P., a Delaware limited partnership (hereinafter
referred to as "PGP").
WHEREAS, Inland and PGP each own an undivided 50% interest in and to
certain oil and gas properties known as the "Duchesne Field" and the "Antelope
Creek Field", as more particularly set forth in Exhibit "A" attached hereto,
together with like interests in and to all related oil and gas sales contracts,
dedicated acreage, easements, rights-of-way, attendant equipment, operating
rights, and all other incidents associated therewith, and other assets;
WHEREAS, Inland and PGP each own an undivided 50% interest in and to that
certain gas gathering system consisting of the rights-of-way and easements set
forth in Exhibit "B" attached hereto, together with like interests in and to all
related contracts, easements, rights-of-way, attendant equipment, operating
rights, and all other incidents associated therewith, and other assets
(hereinafter referred to as the "Gathering System");
WHEREAS, Inland and PGP each own undivided interests in and to certain oil
and gas properties known as the "Ashley Federal Unit", as more particularly set
forth in Exhibit "E" attached hereto, together with like interests in and to all
related oil and gas sales contracts, dedicated acreage, easements, rights-of-
way, attendant equipment, operating rights, and all other incidents associated
therewith, and other assets;
WHEREAS, Inland and PGP desire to sell and to purchase from each other
certain interests in the Duchesne Field, Antelope Creek Field, Ashley Federal
Unit, Gas Gathering System, and related assets; and
WHEREAS, the parties wish to effectuate the sale on the terms and
conditions more fully set forth in this Agreement.
NOW, THEREFORE, in consideration of the covenants and promises contained
herein, the parties hereby agree as follows:
ARTICLE I
SALE OF ASSETS BY INLAND
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1.1 Purchase and Sale. PGP agrees to purchase and Inland agrees to sell
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all its right, title and interest in and to (a) the oil and gas leases and other
assets described on Exhibit "A" attached hereto, in not less than the percentage
working interest and net revenue interest as specified in Exhibit "A", and (b)
the rights-of-way, easements, and other assets described on Exhibit "B",
together with all right, title, and interest in and to the Cooperative Plan of
Development of the Antelope Creek Field, all oil and gas sales contracts,
dedicated acreage, easements, rights-of-way, pipelines, gathering systems,
processing plants, compressors, xxxxx, pipeline and other yard inventory, water
trucks, furniture, fixtures, attendant equipment, machinery, operating rights,
permits, franchises, licenses, servitudes, surface leases, files, data,
information, intellectual property, seismic information, logs, core samples, and
other personal property, agreements and incidents associated therewith insofar,
and only insofar as such items are attendant or relate solely to the Exhibit "A"
and Exhibit "B" properties, including without limitation the particular items
described on Exhibit "C" attached hereto (all of which shall hereinafter be
referred to as the "Duchesne/Antelope Creek Assets"). At Closing, Inland shall
execute and deliver in sufficient and recordable form any and all assignments,
conveyances, bills of sale, titles, and other documents necessary to transfer
title in the Duchesne/Antelope Creek Assets to PGP.
1.2 Purchase Price. PGP agrees to pay to Inland the total sum of Three
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Million Dollars ($3,000,000) in readily available funds by wire transfer to an
account to be designated by Inland, at Closing for the Duchesne/Antelope Creek
Assets, based on the working interest and net revenue interest in the oil and
gas leases, more fully described on Exhibit "A". The allocation of the purchase
price among the various leases and other Duchesne/Antelope Creek Assets is set
forth on Exhibit "D" attached hereto. In the event Inland's interest is less
than the interest stated in Exhibit "A", the purchase price shall be adjusted
accordingly. The purchase price set forth in this paragraph shall be subject to
the adjustments set forth in paragraph 1.3 below.
1.3 Adjustments to Purchase Price. The purchase price set forth in
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paragraph 1.2 above shall be adjusted at Closing, as follows:
a) Any amounts due and owing from Inland to PGP or its subsidiary,
Petroglyph Operating Company, Inc. ("POCI"),
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as of the Effective Date, resulting from capital costs, operating
expenses, or unpaid revenue, if any, from the sale of production
related to the acquisition, development, or operation of the Duchesne
Field, Antelope Creek Field, or Ashley Federal Unit shall be deducted
from the purchase price. In addition, there shall also be deducted
from the purchase price the value of all oil in storage above the
pipeline connection and all gas that has passed through the meter at
or before the Effective Date that is credited to PGP's interest in the
Ashley Federal Unit and that is attributable to June, 1995 production.
The total of these amounts is estimated to be approximately
$323,552.40 as of June 30, 1995.
b) Any amounts due and owing from PGP or POCI to Inland as of the
Effective Date shall be added to the purchase price. These amounts
shall include any monies owing due to capital costs, operating
expenses, or unpaid revenues, if any, from sale of production related
to the acquisition, development, or operation of the Duchesne Filed,
Antelope Creek Field, or Ashley Federal Unit. In addition, there
shall also be added to the purchase price the value of all oil in
storage above the pipeline connection and all gas that has passed
through the meter at or before the Effective Date that is credited to
Inland's interest in both the Duchesne Field and the Antelope Creek
Field and that is attributable to June, 1995 production. The total of
these amounts is estimated to be approximately $77,525.00 as of June
30, 1995.
c) Inland's pro rata share of ad valorem taxes assessed against the
Duchesne/Antelope Creek Assets for the tax year 1995, prorated as of
the Effective Date, shall be deducted from the purchase price.
d) PGP's pro rata share of ad valorem taxes assessed against the Ashley
Federal Unit for the tax year 1995, prorated as of the Effective Date,
shall be added to the purchase price.
e) The positive or negative value of the Price Protection Agreement
(described in paragraph 1.5 below), as of the day before Closing,
shall be added to or deducted from the purchase price; provided,
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however, that in no event shall the adjustment to the purchase price,
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resulting from the Price Protection Agreement whether positive or
negative, be more than $100,000. The value of the Price Protection
Agreement shall be determined by Enron Risk Management Services Corp.
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A final accounting of the foregoing adjustments shall be had within sixty (60)
days after Closing of this Agreement. Any and all amounts due from one party to
another in accordance with such final accounting shall be paid within ten (10)
days after receipt of such final accounting.
1.4 Additional Consideration. As additional consideration for the
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transfer of the Duchesne/Antelope Creek Assets, PGP shall sell, assign, and
transfer to Inland or, if Inland shall so request, to Inland Production Company,
at Closing all of PGP's right, title, and interest in and to the following:
a) The Ashley Federal Unit oil and gas leases, more particularly
described on Exhibit "E" attached hereto, together with all equipment,
leases, easements and rights of way, contracts, farmout agreement, and
other agreements, and other assets related thereto, including without
limitation the particular items described on Exhibit "F" attached
hereto;
b) All warrants for the purchase of the common stock of Inland held by
PGP, which are more particularly described on Exhibit "F"; and
c) That certain water truck previously owned by Xxxxxxxx Oil Company, as
more particularly described on Exhibit "F".
The foregoing assets are hereinafter referred to as the "Ashley Unit Assets".
1.5 Assumption of Debt. PGP shall assume all obligations, liabilities,
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and rights of Inland under that certain Loan Agreement dated August 24, 1994
between Joint Energy Development Investments Limited Partnership ("JEDI") as
lender and Inland as borrower (hereinafter referred to as the "JEDI Loan"), and
all documents related thereto, including without limitation, the Production
Note, Development Note, Assignment of Overriding Royalty Interests, Deed of
Trust, Mortgage, Security Agreement, Assignment of Production of Proceeds,
Financing Statement and Fixture Filing, and ISDA Master Agreement and
confirmations thereunder ("Price Protection Agreement") related to production of
oil or gas from the Duchesne/Antelope Creek Assets, to the extent and only to
the extent that said agreements relate to the Duchesne/Antelope Creek Assets.
Except as set forth in this paragraph, PGP assumes no debts, obligations, or
liabilities of Inland.
1.6 Gas Transportation Contract. The parties agree to enter into a
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standard gas transportation contract, in substantially the
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form of Exhibit "G" attached hereto, which will provide Inland access to the
high pressure natural gas pipeline currently owned by the parties that crosses
the Ashley Federal Unit and interconnects with Questar's pipeline at the
Monument Butte interconnection. Said gas transportation contract shall provide,
among other things, that Inland shall have access up to but not exceeding 50% of
the maximum operating capacity of the pipeline, but in any case not to exceed
3,500 Mcf per day. The price to be charged Inland for transporting gas shall be
not more than the amount that PGP charges itself for the transportation of gas
through said pipeline which in no event shall exceed $.50/MCF. The term of this
agreement shall be for five (5) years from Closing.
1.7 Water Agreement. PGP shall cause POCI to enter into an agreement with
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Inland, in substantially the form of Exhibit "H" attached hereto, providing for
the allocation to Inland for use in developing the Ashley Federal Unit the
following volumes of water available to POCI pursuant to that certain agreement,
as may be amended from time to time, dated October 1, 1994 by and between East
Duchesne Culinary Water Improvement District and POCI concerning the purchase of
water for use in oil and gas operations (the "Water Agreement"):
Year One - not to exceed 4,000 barrels per day
Year Two - not to exceed 3,000 barrels per day
Year Three - not to exceed 2,000 barrels per day
Year Four - not to exceed 1,000 barrels per day
Year Five and
beyond - 0 barrels per day
The agreement shall provide further that Inland's use of water shall at all
times be totally subject to and subordinate to the needs of PGP, POCI, and/or
their affiliates; that in the event PGP, POCI, and/or their affiliates shall
require the use of all or a portion of the amount allocated to Inland, Inland
shall have no recourse against PGP, POCI, and/or their affiliates for such
shortfall; that PGP, POCI, and/or their affiliates shall not be obligated or
liable for the water district's failure to perform under the Water Agreement;
that Inland shall pay for the use of water the amount set forth in the Water
Agreement; and that Inland shall further pay all costs and expenses caused by,
or necessary to, Inland's use of such water, including without limitation the
cost for the purchase or construction of any equipment or facilities.
1.8 Letters-in-Lieu. Inland shall prepare and the parties shall execute
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letters-in-lieu of transfer and division orders at the time of closing, which
shall be sent to each purchaser of production, instructing said purchasers to
distribute proceeds of
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the Duchesne/Antelope Creek Assets to PGP as of the Effective Date, with respect
to production from the Duchesne/Antelope Creek Assets which occurs on and after
the Effective Date. PGP shall prepare and the parties shall execute letters-in-
lieu of transfer and division orders at the time of closing, which shall be sent
to each purchaser of production, instructing said purchasers to distribute
proceeds of the Ashley Federal Unit leases to Inland as of the Effective Date,
with respect to production from the Ashley Federal Unit leases which occurs on
and after the Effective Date.
1.9 Right to Terminate Agreement. Prior to Closing, if PGP or Inland have
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not performed all those acts necessary for all of the conditions precedent to
have occurred prior to Closing, then PGP or Inland, respectively, shall have the
unconditional right to terminate this Agreement, in which case it shall be of no
force and effect as among the undersigned parties. Provided, however, that in
the event that a title defect is discovered as to any of the assets being
transferred pursuant to this Agreement then, at the option of the party
receiving such assets, it may elect to terminate this Agreement or, as the
parties can agree, then the parties may adjust the purchase price by deleting
the asset from this Agreement and closing on the balance of the assets according
to the terms hereof.
1.10 Conditions Precedent. The party's obligations hereunder are subject
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to the following:
a) Confirmation of clear and marketable title in Inland to the
Duchesne/Antelope Creek Assets (the cost of such title confirmation to
be paid by PGP);
b) Confirmation of clear and marketable title in PGP to the Ashley Unit
Assets (the cost of such title confirmation to be paid by Inland);
c) Receipt of any and all required consents, waivers, and approvals from
third parties including any governmental, regulatory, or tribal
entities, if any, to the transfers, conveyances, and assignments
necessary to complete the transactions contemplated under this
Agreement, except for approvals required to be obtained from
governmental entities who are lessors under leases affected by this
Agreement, or who administer such leases on behalf of such lessors,
which are customarily obtained post-closing and which the parties
hereto have no reason to believe cannot be obtained in the ordinary
course of business;
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d) Consent and approval of JEDI to PGP's assumption of debt as provided
for in paragraph 1.5 above, and acceptance of the substitution of PGP
for Inland under the agreements described in that paragraph to the
extent that said agreements relate to the Duchesne/Antelope Creek
Assets;
e) Absence of the existence of any default or event of default under the
agreements described in paragraph 1.5 above;
f) Approval of the transactions contemplated by this Agreement by all
parties whose approval is necessary under PGP's partnership agreement;
and
g) Approval of the transactions contemplated by this Agreement by
Inland's board of directors.
h) At Closing, Inland and PGP shall each deliver to the other appropriate
opinion of counsel letters evidencing the authority of such party to
enter into this Agreement and comply with the terms thereof.
The approvals contemplated by paragraphs f) and g) shall be obtained by the
respective party at or before the time it executes this Agreement. All other
Conditions Precedent shall be satisfied prior to Closing; provided, however,
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that PGP in its discretion may waive the conditions set forth in paragraphs a),
c), and f), insofar as such conditions pertain to the transfer of the
Duchesne/Antelope Creek Assets, and that Inland in its discretion may waive the
conditions set forth in paragraphs b) and c) insofar as such conditions pertain
to the transfer of the Ashley Unit Assets.
1.11 Conditions Subsequent. The party's obligations hereunder are subject
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to receipt of any and all required consents, waivers, and approvals to the
transfers, conveyances, and assignments necessary to complete the transactions
contemplated under this Agreement, and all other acts contemplated by this
Agreement, from governmental entities who are lessors under leases affected by
this Agreement, or who administer such leases on behalf of such lessors, which
are customarily obtained post-closing and which the parties hereto have no
reason to believe cannot be obtained in the ordinary course of business. The
parties have agreed to close this Agreement without first obtaining all such
consents, waivers, and approvals; provided, however, that in the event any
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requests for required consents, waivers, and approvals from such governmental
entities are denied, then PGP and Inland agree to negotiate in good faith to
attempt to determine the value of the assets affected by such denial. If these
parties mutually agree as to the value of
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the affected asset(s), the recipient of this asset shall reconvey such asset to
its assignor, and shall further return the agreed value to such assigning party.
However, if no mutual agreement as to value can be reached, or the value of such
affected assets exceeds 20% of the purchase price, then either Inland or PGP
shall have the right, but not the obligation, to declare this Agreement null and
void, and the parties shall take such actions as are necessary to return the
parties to the same position they had prior to the execution of this Agreement,
including without limitation, the reconveyance of all properties conveyed at
Closing, and the return of all funds paid hereunder.
1.12 Mutual Release. Each party hereby releases the other party and the
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other party's affiliated entities, and the officers, employees, shareholders,
partners, representatives, and agents of the other party and the other party's
affiliated entities, from any and all claims of every kind whatsoever, whether
contingent or liquidated, direct or indirect, related or unrelated to the assets
that are the subject of this Agreement, arising before Closing, except claims
arising from or under the provisions of this Agreement or the transactions
contemplated hereby.
1.13 Closing. Closing shall occur as soon as all conditions precedent have
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been met, at a time and place mutually agreed on by the parties. The parties
shall reasonably endeavor to take all actions necessary for Closing to occur on
or before September 1, 1995, or as soon thereafter as is practicable, but in no
event later than the close of business on September 20, 1995. If Closing does
not occur by this later date, either party shall have the right, but not the
obligation, to cancel this Agreement without penalty.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF INLAND
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2.1 Power and Authority to Enter Into Agreement; Further Assurances.
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Inland is fully authorized to enter into and perform this Agreement and to
convey or cause to be conveyed all of its rights, title and interest in the
Duchesne/Antelope Creek Assets. The consummation of this Agreement will not
violate or conflict with any governmental order, judgment or decree applicable
to Inland. This Agreement has been duly executed and delivered on behalf of
Inland, and at the Closing, all documents and instruments required hereunder to
be executed and delivered by Inland will be duly authorized, executed and
delivered. Inland shall furnish at Closing a resolution of its Board of
Directors authorizing the execution of this Agreement and all documents and
instruments
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required hereunder, together with a certificate of Inland's Secretary
identifying Inland's officers.
2.2 Ownership. Inland owns the working interests and net revenue
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interests in and to the oil and gas leases more fully described on Exhibit "A",
together with like interests in the other Duchesne/Antelope Creek Assets, and
warrants and represents that at Closing it shall sell and transfer marketable
title to PGP in not less than the percentage working interest and net revenue
interest as specified in Exhibit "A" in and to the oil and gas leases and other
Duchesne/Antelope Creek Assets; and that Inland has not caused by its acts or
omissions the filing of any liens, mortgages or financing statements against the
Duchesne/Antelope Creek Assets being sold hereunder, except the JEDI Loan; nor
has Inland assigned to any other party any of the Duchesne/Antelope Creek Assets
being sold hereunder, since acquisition of said Duchesne/Antelope Creek Assets
by Inland; and that Inland will warrant and forever defend title to the
Duchesne/Antelope Creek Assets, including the percentage working and net revenue
interests shown to be owned by such Inland on Exhibit "A", against all persons
whomsoever lawfully claiming or to claim the same by, through, or under Inland,
but not otherwise.
2.3 Conditions of Property. PGP hereby acknowledges and accepts that on
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the Closing date the equipment to be sold and transferred by Inland to PGP will
be sold in its then "as is, where is" condition without any warranties, written
or verbal, expressed or implied, as to the condition of such equipment sold.
Inland makes no warranty as to the condition, safety, or operating condition of
the equipment sold to PGP which will survive the date of Closing.
2.4 Consents. Inland has obtained, as of Closing, all necessary consents
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and authorizations to the transfer of the Duchesne/Antelope Creek Assets and
attendant rights to PGP, except for approvals required to be obtained from
governmental entities who are lessors under leases affected by this Agreement,
or who administer such leases on behalf of such lessors, which are customarily
obtained post-closing and which the parties hereto have no reason to believe
cannot be obtained in the ordinary course of business.
2.5 Judgments. Inland represents, covenants and warrants to PGP, its
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successors and assigns, that on the Closing date there will be no judgment,
injunction, court order, or adverse administrative ruling in existence against
Inland; and that PGP will be indemnified by Inland against any and all
judgments, lawsuits, court orders and/or administrative rulings existing,
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pending or threatened against Inland arising out of Inland's actions prior to
the Closing Date.
2.6 Preferential Rights. There is no preferential right of any third
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party to purchase any of the Duchesne/Antelope Creek Assets, other than
preferential rights which have expired or been waived as of the time of Closing.
ARTICLE III
REPRESENTATIONS OF PGP
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3.1 Power and Authority to Enter Into Agreement; Further Assurances. PGP
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is fully authorized to enter into and perform this Agreement and to convey or
cause to be conveyed all of its rights, title and interest in the Ashley Unit
Assets. The consummation of this Agreement will not violate or conflict with
any governmental order, judgment or decree applicable to PGP. This Agreement
has been duly executed and delivered on behalf of PGP, and at the Closing, all
documents and instruments required hereunder to be executed and delivered by PGP
will be duly authorized, executed and delivered. PGP shall furnish at Closing
the consents of all parties whose consents are required under PGP's partnership
agreement; a resolution of Petroglyph Energy, Inc.'s Board of Directors
authorizing the execution of this Agreement and all documents and instruments
required hereunder, and a certificate of Petroglyph Energy, Inc.'s Secretary
identifying Petroglyph Energy, Inc.'s officers.
3.2 Ownership. PGP owns the working interests and net revenue interests
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in and to the oil and gas leases more fully described on Exhibit "E", together
with like interests in the other Ashley Unit Assets, and warrants and represents
that at Closing it shall sell and transfer marketable title to Inland in not
less than the percentage working interest and net revenue interest as specified
in Exhibit "E" in and to the oil and gas leases and other Ashley Unit Assets;
and that PGP has not caused by its acts or omissions the filing of any liens,
mortgages or financing statements against the Ashley Unit Assets being sold
hereunder; nor has PGP assigned to any other party any of the Ashley Unit Assets
being sold hereunder, since acquisition of said Ashley Unit Assets by PGP; and
that PGP will warrant and forever defend title to the Ashley Unit Assets,
including the percentage working and net revenue interests shown to be owned by
such PGP on Exhibit "E", against all persons whomsoever lawfully claiming or to
claim the same by, through, and under PGP, but not otherwise.
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3.3 Conditions of Property. Inland hereby acknowledges and accepts that
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on the Closing date the equipment to be sold and transferred by PGP to Inland
will be sold in its then "as is, where is" condition without any warranties,
written or verbal, expressed or implied, as to the condition of such equipment
sold. Inland makes no warranty as to the condition, safety, or operating
condition of the equipment sold to Inland which will survive the date of
Closing.
3.4 Consents. PGP has obtained, as of Closing, all necessary consents and
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authorizations to the transfer of the Ashley Unit Assets and attendant rights to
Inland, except for approvals required to be obtained from governmental entities
who are lessors under leases affected by this Agreement, or who administer such
leases on behalf of such lessors, which are customarily obtained post-closing
and which the parties hereto have no reason to believe cannot be obtained in the
ordinary course of business.
3.5 Judgments. PGP represents, covenants and warrants to Inland, its
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successors and assigns, that on the Closing date there will be no judgment,
injunction, court order, or adverse administrative ruling in existence against
PGP; and that Inland will be indemnified by PGP against any and all judgments,
lawsuits, court orders and/or administrative rulings existing, pending or
threatened against PGP arising out of PGP's actions prior to the Closing Date.
3.6 Preferential Rights. There is no preferential right of any third
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party to purchase any of the Ashley Unit Assets, other than preferential rights
which have expired or been waived as of the time of Closing.
ARTICLE IV
INDEMNIFICATION
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4.1 By Inland Production Company. Upon consummation of the Closing, and
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to the extent permissible under applicable law, Inland Production Company agrees
to indemnify and hold harmless PGP, its employees, partners, and agents from and
against any and all liens, judgments, costs, reasonable attorney's fees, and
claims of any kind or character relating to periods during which Inland
Production Company is or was the operator of the Ashley Unit insofar as and to
the extent such claims become a final non-appealable order(s) or judgment(s)
determining that Inland Production Company's actions or failure to act caused
the damages or injuries which are the subject of such claims, including, but not
limited to claims for damages to land, stock, crops, fences,
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buildings, structures, claims for personal injury to, and death of persons, and
alleged violations of any environmental laws.
4.2 By POCI. Upon consummation of the Closing, and to the extent
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permissible under applicable law, POCI agrees to indemnify and hold harmless
Inland, its employees, officers, directors, and agents from and against any and
all liens, judgments, costs, reasonable attorney's fees, and claims of any kind
or character relating to periods during which POCI is or was the operator of the
Duchesne Field and/or Antelope Creek Field insofar as and to the extent such
claims become a final non-appealable order(s) or judgment(s) determining that
POCI's actions or failure to act caused the damages or injuries which are the
subject of such claims, including, but not limited to claims for damages to
land, stock, crops, fences, buildings, structures, claims for personal injury
to, and death of persons, and alleged violations of any environmental laws.
ARTICLE V
MISCELLANEOUS PROVISIONS
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5.1 Modifications and Amendments. Any changes in the provisions of this
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Agreement made subsequent to this execution shall be made by formal written and
executed amendments. It is stipulated that oral modifications and amendments
hereto shall not be binding, and that no evidence of oral amendments or
modifications shall be admissible during arbitration or adjudication.
5.2 Governing Laws. The laws of the State of Kansas shall govern this
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Agreement in proceedings in court (law and/or equity) and proceedings in
arbitration.
5.3 Waiver. Any party's failure or delay in protesting, taking legal
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action, or demanding arbitration upon the other party's breach is no waiver of
that cause of action; unless that party's delay to take action exceeds a
reasonable time under the circumstances, exceeds a time-frame limitation set
forth elsewhere herein, or exceeds the statute of limitation. Any party's
failure or delay in protesting or taking legal and/or equitable action, or
demanding arbitration upon the other party's breach is not to be considered as
being a waiver of that party's cause of action for any subsequent breach.
5.4 Titles of Articles, Sections and Subsections. The titles and
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subtitles of Articles, Section and Subsections of this Agreement are for
convenience only; are not part of the terms of this Agreement; are without legal
or contractual significance; and,
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as such, shall not govern the terms of this Agreement or in any way influence
the interpretation of this Agreement.
5.5 Notices. Any and all written notices hereunder shall be delivered in
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person or via registered mail, return receipt requested, postage prepaid, to the
following individuals at the following address:
PGP: PETROGLYPH ENERGY, INC.
Attn: Xxxxxx X. Xxxxxxx
0000 Xxxxx Xxxxxxx 00
X. X. Xxx 0000
Xxxxxxxxxx, XX 00000-0000
FAX: 000-000-0000
Inland: INLAND RESOURCES INC.
Attn: Xxxx X. Xxxxxx
000 00xx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000
FAX: 000-000-0000
Such agents and/or addresses may be unilaterally altered by either party upon
providing written notice thereof to the other party.
5.6 Duplicate Originals. This Agreement shall be executed in
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duplicate originals, with Inland and PGP each receiving an original.
5.7 Further Assurances. The parties hereby agree to execute and to
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cause third parties to execute any and all documents, leases, affidavits,
releases, mortgage releases, transfers, change of operator forms, letters in
lieu of transfer orders, assignments, bills of sale, titles, notes or the like
in fulfillment of obligations set forth herein or in furtherance of the intent
hereof or as may be necessary to assign and convey marketable title to the
Duchesne/Antelope Creek Assets to PGP or to assign and convey marketable title
to the Ashley Unit Assets to Inland.
5.8 Agreement Subject to Laws. If any provision of this Agreement,
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or the application thereof to any party or any circumstance, shall be found to
be contrary to or inconsistent with or unenforceable under any applicable law,
rule, regulation or order, such applicable law, rule, regulation or order shall
control and this Agreement shall be deemed modified accordingly; but the
remainder of this Agreement, and the application of such provisions to the other
parties or circumstances, shall not be affected thereby; and in all other
respects, the Agreement shall continue in full force and effect.
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5.9 Assignment. This Agreement may not be assigned by the parties,
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except to affiliated entities, without the written consent of the other party.
This Agreement shall be binding the parties hereto and their respective
successors and assigns.
5.10 Incidental Costs. Each party to this Agreement shall bear its
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respective expenses incurred in connection with the Closing of this transaction,
including its own consultant's and broker's fee, attorneys' fees, accountants'
fees and other similar costs and expenses.
5.11 Required Financial Information. Inland agrees that, until
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January 1, 1999, at PGP's cost and expense, Inland will provide PGP and its
representatives with such financial and other information, and such access to
its books and records, insofar as such financial and other information and books
and records pertains to the Duchesne/Antelope Creek Assets, as may be necessary
for PGP to comply with any laws or governmental rules or regulations applicable
to it, in such form as is necessary to comply with any such law, rule or
regulation, including without limitation rules and regulations of the Securities
and Exchange Commission or any successor body. Such information shall be
provided to PGP or its representatives as promptly as is reasonably practicable.
PGP agrees that, until January 1, 1999, at Inland's cost and expense, PGP
will provide Inland and its representatives with such financial and other
information, and such access to its books and records, insofar as such financial
and other information and books and records pertains to the Ashley Unit Assets,
as may be necessary for Inland to comply with any laws or governmental rules or
regulations applicable to it, in such form as is necessary to comply with any
such law, rule or regulation, including without limitation rules and regulations
of the Securities and Exchange Commission or any successor body. Such
information shall be provided to Inland or its representatives as promptly as is
reasonably practicable.
5.12 Survival. Except as otherwise noted herein, the representations
--------
and warranties of the parties herein and all agreements herein shall survive the
Closing and delivery of any assignment, conveyance, or xxxx of sale, or other
instrument delivered at Closing. Nothing herein shall be construed as
obligating PGP to accept title to or purchase of any Asset which does not comply
with the representations and warranties contained herein.
5.13 Final Agreement. This Agreement constitutes the final agreement of
---------------
the parties, and supersedes any and all prior agreements among the parties.
Upon Closing of this Agreement, all
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prior agreements among the parties, including without limitation those
agreements listed on Exhibit "I" attached hereto, shall become null and void as
between PGP and Inland. The unit agreement and unit operating agreement for the
Ashley Unit shall remain in full force and effect as between Inland and the
other parties to these Ashley agreements; however, at and after Closing, these
agreements shall be of no further force and effect whatsoever with regard to
PGP, and the leasehold interests assigned by PGP within the Ashley Unit shall be
made specifically subject to the Ashley unit agreement and the unit operating
agreement for this unit, and Inland shall assume all of PGP's responsibilities,
rights, liabilities, and obligations created by these agreements which arise
after the Effective Date. Any other agreements, contracts, letter arrangements,
or other formal or informal contracts, whether written, oral, or existing in
quantum meruit, shall be deemed terminated, and extinguished at and as of
Closing between Inland and PGP.
5.14 Arbitration. All claims, counterclaims, disputes, and other
-----------
matters in question arising out of or relating to this Agreement or the breach
hereof, or any transactions contemplated hereby, will be decided by arbitration
in accordance with the Rules of the American Arbitration Association then in
effect. This agreement to arbitrate will be specifically enforceable under the
prevailing laws of any court having jurisdiction.
Notice of Demand for Arbitration must be filed in writing with the other
party to this Agreement and with the American Arbitration Association within a
reasonable time after the claim, dispute, or other matter in question has
arisen. In no event may the Demand for Arbitration be made after the time when
institution of legal or equitable proceedings based on such claim, dispute, or
other matter in question would be barred by the applicable statute of
limitations.
Within thirty (30) days of the filing of Notice of Demand for Arbitration,
the parties shall jointly select a single arbitrator to hear any dispute arising
under this Agreement.
All arbitration proceedings shall be had in the city of Salt Lake City,
Utah. In all proceedings under this Agreement, the arbitrator shall be bound by
the Federal Rules of Evidence in effect at the time of arbitration. Any award
of the arbitrator shall be in writing and shall state the findings of fact, the
conclusions of law, and the reasons for the award. A decision of the arbitrator
shall be binding.
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The costs of any proceeding shall be shared equally by the parties. Each
party shall otherwise bear its own costs, including without limitation any
attorneys' fees.
IN WITNESS WHEREOF, the parties have executed this Agreement this _____ day
of August, 1995, but effective as of the 1st day of July, 1995.
Inland: INLAND RESOURCES INC.
By_________________________________
Name: Xxxx X. Xxxxxx
Title: President
INLAND PRODUCTION COMPANY
By_________________________________
Name: Xxxx X. Xxxxxx
Title: President
PGP: PETROGLYPH GAS PARTNERS, L. P.
By: PETROGLYPH ENERGY, INC.
its general partner
By_________________________________
Name: Xxxxxx X. Xxxxxxx
Title: President
POCI: PETROGLYPH OPERATING COMPANY, INC.
By_________________________________
Name:__________________________
Title: President
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