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EXHIBIT 10.25
AGREEMENT AND PARTIAL ASSIGNMENT OF
INTERESTS IN OK13-P PROSPECT AREA
XXXXXXX COUNTY, OKLAHOMA
This Agreement and Partial Assignment of Interests in the XX00-X
Xxxxxxxx Xxxx (hereinafter referred to as the "Agreement") is made and entered
into effective as of the 1st day of August, 1995, by and between XXXXXXX OIL &
GAS, L.P. ("BOG") and ASPECT RESOURCES LIMITED LIABILITY COMPANY ("Aspect")
(BOG and Aspect are sometimes individually referred to herein as a "Party" and
collectively referred to herein as the "Parties").
W I T N E S S E T H:
WHEREAS, BOG and Aspect are parties to that certain Geophysical
Exploration Agreement, Xxxxxxxx Project, Xxxxxxxx and Wilbarger Counties,
Texas, and Xxxxxxx County, Oklahoma, dated as of the 15th day of March, 1993,
and by and between General Atlantic Resources, Inc. (predecessor in interest to
UMC Petroleum Corporation), Xxxxxxx Oil Company, Ruja Muta Corporation
(predecessor in interest to NGR, Ltd.), Xxxxxx-Xxxxxx Interests, Ltd., JHJ
Exploration, Ltd., Cheyenne Petroleum Company, Antrim Resources, Inc.
(predecessor in interest to Aspect) and BOG (all of such parties being
sometimes hereinafter collectively referred to as the "Xxxxxxxx Parties", as
same has been amended from time to time (hereinafter referred to as the
"Exploration Agreement"), regarding the exploration and development of an area
of mutual interest (hereinafter referred to as the "Xxxxxxxx XXX"); and
WHEREAS, pursuant to the terms of the Exploration Agreement the Xxxxxxxx
Parties conducted a three-dimensional geophysical program (hereinafter referred
to as the "Xxxxxxxx Geophysical Program") covering the Xxxxxxxx XXX; and
WHEREAS, as a result of the conduct of the Xxxxxxxx Geophysical Program
the Xxxxxxxx Parties have identified certain potential oil and/or gas prospects
within the Xxxxxxxx XXX; and
WHEREAS, Aspect is interested in assigning part of its interests in that
certain oil and/or gas prospect that covers the acreage described in Exhibit A
(hereinafter referred to as the "OK13-P Prospect Area") which is attached
hereto and incorporated herein for all purposes; and
WHEREAS, BOG is interested in acquiring part of Aspect's interests in
the XX00-X Xxxxxxxx Xxxx pursuant to the terms and provisions set forth herein;
NOW, THEREFORE, for and in consideration of the mutual covenants
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties hereto agree as
follows:
ARTICLE I.
RELATIONSHIP OF PARTIES
Section 1.1. No Partnership. The liabilities of the Parties hereunder
shall be several, not joint or collective. It is not the intention of the
Parties to create, nor shall this Agreement be deemed as creating, a mining,
tax or other partnership or association or to render the Parties liable as
partners.
II.
ASSIGNMENT OF INTEREST
Section 2.1. Conveyance of Interests in the OK13-P Prospect Area.
Aspect hereby assigns and conveys to BOG an undivided fifty percent (50%) of
Aspect's interest in the OK13-P Prospect Area, including without limitation, an
undivided fifty percent (50%) of (i) all of Aspect's
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interests in that part of all oil, gas and other mineral leases, minerals,
farm-ins and/or royalties which cover the lands which are located within the
OK13-P Prospect Area, (ii) all of Aspects rights under the Exploration
Agreement to acquire additional interests in oil and gas leases, farm-ins,
mineral interests or royalty interests that cover minerals located within
either the OK13-P Prospect Area, and (iii) all of Aspects other rights and
interests under the Exploration Agreement insofar and only insofar as they
cover the XX00-X Xxxxxxxx Xxxx (50% of Aspect's interest in the properties and
rights described in (i) (ii) and (iii) above being hereinafter collectively
referred to as the "Conveyed Interests"); provided, however, that Aspect is not
assigning any part of its ownership interest in the seismic data which has
resulted from the Xxxxxxxx Geophysical Program and such seismic data is not
part of the Conveyed Interests hereunder. Concurrent with its execution of
this Agreement Aspect agrees to assign and convey record title to fifty percent
(50%) of Aspect's interest in that part of all oil, gas and other mineral
leases which cover the XX00-X Xxxxxxxx Xxxx and which have already been
assigned of record to Aspect, utilizing the form of assignment which is
attached hereto as Exhibit B.
III.
DRILLING OPERATIONS
Section 3.1. OK13-P Prospect Area Drilling Operations. The Parties
recognize and acknowledge that the interests to be assigned to BOG hereunder
within the XX00-X Xxxxxxxx Xxxx are subject to a Joint Operating Agreement
which has been executed by the Parties hereto. The Parties also recognize and
acknowledge that they have already spud the Xxxxxxx #1 Well within the OK13-P
Prospect Area. In consideration for the assignment of the Conveyed Interests
as set forth in Article II above, BOG agrees to pay for the benefit of Aspect's
account, 5% of the costs incurred to drill the Xxxxxxx #1 Well to casing point.
In the event that Aspect has pre-paid AFEd costs for the drilling of the
Xxxxxxx #1 Well, BOG shall promptly reimburse Aspect for BOG's 5% share of such
costs and the 5% share of such costs which BOG has agreed to pay on behalf of
Aspect's account. All other drilling costs incurred with respect to the
Xxxxxxx #1 Well or any other well that is drilled within the XX00-X Xxxxxxxx
Xxxx shall be paid for by the Parties in accordance with their leasehold
working interest pursuant to the terms set forth in the Operating Agreement
after taking into account the assignment made by Aspect pursuant to the terms
of Article II above. The Parties hereto agree that for purposes of this
Section 3.1 "casing point" shall be defined to mean that point at which the
Xxxxxxx #1 Well has been drilled to its objective depth, all logs have been run
and pre-completion tests have been performed and a decision must be made as to
whether or not to make a completion attempt.
IV.
MISCELLANEOUS
Section 4.1. Assignments. This Agreement shall be binding upon and
inure to the benefit of the Parties hereto and their respective successors and
their respective assigns of rights hereunder.
Section 4.2. Survival of Exploration Agreement. BOG and Aspect
recognize and agree that the Exploration Agreement shall remain in full force
and effect and is not terminated by the execution of this Agreement.
Section 4.3. Execution in Counterparts. This Agreement may be executed
in multiple counterparts, each of which shall be binding upon the signing party
or parties thereto as fully as if all parties had executed one instrument, and
all of such counterparts shall constitute one and the same instrument.
Agreement and Partial Assignment
of Interests in OK13-P Prospect Area
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ACCEPTED AND AGREED to effective as of the date first written above:
Address: XXXXXXX OIL & GAS, L.P.
0000 Xxxxxx Xxxx, Xxxxx 0000 by Xxxxxxx Exploration Company
Xxxxxx, Xxxxx 00000 its Managing General Partner
(000) 000-0000
Fax: (000) 000-0000
By:
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Xxx X. Xxxxxxx, President / CEO
Address: ASPECT RESOURCES LIMITED
LIABILITY COMPANY
000 00xx Xxxxxx
Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
(000) 000-0000
Fax: (000) 000-0000 By:
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(name printed)
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Its:
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Agreement and Partial Assignment
of Interests in OK13-P Xxxxxxxx Xxxx
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