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EXHIBIT 10.22
AGREEMENT AND ASSIGNMENT OF
INTEREST IN LANDS LOCATED IN
XXXXX COUNTY, OKLAHOMA
This Agreement and Assignment of Interest in Lands Located in Xxxxx
County, Oklahoma (hereinafter referred to as the "Assignment") is made and
entered into effective as of the 1st day of December, 1995, by and between
ASPECT RESOURCES LIMITED LIABILITY COMPANY ("Aspect"), XXXXXXX OIL & GAS, L.P.
("BOG") and VENTURE ACQUISITIONS, L.P. (Aspect, BOG and Venture 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 entered into that certain Agreement and Partial
Assignment of Interests located in the Xxxx Xxxxxxx Project, Xxxxx County,
Oklahoma, dated September 1, 1995 (hereinafter referred to as the "Xxxx Xxxxxxx
Agreement") under which Aspect assigned BOG interests under the Geophysical
Agreement (as such term is defined in the Xxxx Xxxxxxx Agreement), the Xxxx
Agreement (as such term is defined in the Xxxx Xxxxxxx Agreement) and the Quest
3-D Exploration Agreement (as such term is defined in the Xxxx Xxxxxxx
Agreement) (the Geophysical Agreement, the Xxxx Agreement and the Quest 3-D
Exploration Agreement being sometimes collectively referred to herein as the
"Agreements"); and
WHEREAS, OXY USA Inc. ("OXY") has proposed the acquisition of producing
properties and oil and gas leasehold from Oxley Petroleum Company in its letter
dated November 20, 1995 which is attached hereto as Exhibit A (hereinafter
referred to as the OXY Acquisition"); and
WHEREAS, under the terms of the Agreements Aspect and BOG have the right
to participate in the OXY Acquisition; and
WHEREAS, Aspect and BOG have elected to participate in the OXY
Acquisition; and
WHEREAS, Aspect and BOG have agreed to assign Venture all of their
interest and right to participate in the OXY Acquisition;
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.
TERMS OF ASSIGNMENT
Section 1.1. Assignment. For good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, Aspect and BOG hereby
grant, bargain, sell, assign and convey to Venture all of their right, title
and interest in the OXY Acquisition. Aspect and BOG agree to execute any other
instruments or documentation which may be reasonably necessary to effectuate
the conveyance to Venture of all of their right, title and interest in the OXY
Acquisition.
Section 1.2. Subject to Terms of the Agreements. Venture recognizes
and agrees that its interests in the OXY Acquisition shall be subject to the
terms and provisions of the Agreements. However, anything to the contrary set
forth in the Xxxx Xxxxxxx Agreement notwithstanding, the Parties agree that the
Back-In Interest (as such term is defined in the Xxxx Xxxxxxx Agreement) shall
not apply to or burden Venture's interests in any oil and/or gas xxxxx that are
the subject of the OXY Acquisition, including without limitation, any
production which may be obtained from such existing oil and/or gas xxxxx. In
addition, any costs, expenses or revenues received by Venture and related to
any oil and/or gas xxxxx that are the subject of the OXY Acquisition shall not
be included in the determination as to the occurrence of Payout (as such term
if defined in the Xxxx Xxxxxxx Agreement) under the Xxxx Xxxxxxx Agreement. In
the event that any new xxxxx are drilled on the leases that are the subject of
the OXY Acquisition, Venture's interest in such new xxxxx and the production
which may be obtained therefrom shall be burdened with the Back-In Interests
and all
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costs, expenses and revenues related to such new xxxxx shall be included in the
determination as to the occurrence of Payout under the Xxxx Xxxxxxx Agreement.
Section 1.3. Venture Responsibility for Costs and Liabilities Related
to the OXY Acquisition. Venture hereby agrees to assume and be responsible
for, and indemnify and hold BOG and Aspect harmless from, all costs, expenses
and liabilities related to the OXY Acquisition.
ARTICLE II.
SEISMIC DATA AND INTERPRETATIONS
Section 2.1. Program Data and Interpretations. The Parties agree that
Venture shall have access to the seismic data and interpretations which are
generated by BOG pursuant to the terms of the Xxxx Xxxxxxx Agreement; however,
VENTURE UNDERSTANDS AND AGREES THAT BOG AND ASPECT MAKE NO REPRESENTATIONS OR
WARRANTIES OF ANY KIND AS TO THE PROGRAM DATA OR INTERPRETATIONS THAT ARE
PROVIDED TO VENTURE, INCLUDING WITHOUT LIMITATION, THEIR FITNESS FOR A
PARTICULAR PURPOSE, MERCHANTABILITY OR ACCURACY, AND BOG AND ASPECT HEREBY
DISCLAIM ANY AND ALL SUCH REPRESENTATIONS OR WARRANTIES, AND ANY USE OF THE
SEISMIC DATA OR INTERPRETATIONS BY VENTURE, OR ANY ACTION TAKEN BY VENTURE
SHALL BE BASED SOLELY ON VENTURE'S OWN JUDGMENT, AND BOG, ASPECT AND THEIR
OFFICERS, EMPLOYEES, SUCCESSORS AND ASSIGNS, SHALL NOT BE LIABLE OR RESPONSIBLE
TO VENTURE FOR ANY LOSS, COST, DAMAGES, OR EXPENSE WHATSOEVER, INCLUDING
INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCURRED OR SUSTAINED AS A RESULT OF THE
USE OF OR RELIANCE UPON THE PROGRAM DATA OR INTERPRETATIONS, REGARDLESS OF
WHETHER OR NOT SUCH LOSS, COST, DAMAGE OR EXPENSE IS FOUND TO RESULT IN WHOLE
OR IN PART FROM THE SOLE OR CONCURRENT NEGLIGENCE OR OTHER FAULT OF BOG, ASPECT
OR ANY OF THEIR OFFICERS, AGENTS OR EMPLOYEES.
Section 2.2. No Charge for BOG's Services. Venture shall not be
required to reimburse BOG for any costs that are incurred by BOG in
interpreting the seismic data which has resulted from the Geophysical Program
conducted pursuant to the terms of the Agreements.
ARTICLE III.
MISCELLANEOUS
Section 3.1. Entirety of Agreement. This Assignment contains the
entire understanding and agreement of the Parties with respect to the subject
matter hereof and supersedes all prior agreements, understandings,
negotiations, and discussions among the Parties with respect to such subject
matter.
Section 3.2. Assignment. This Assignment shall be binding upon and
inure to the benefit of the Parties hereto and their respective successors and
their respective assigns of rights hereunder; provided, however, that the
conveyance or assignment instrument vesting such assignee with all or part of
such interests must expressly provide that the assignment or conveyance is made
subject to the terms and conditions contained in this Assignment.
Section 3.3. Counterparts. This Assignment 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. If counterparts of
this Assignment are executed, the signatures of the Parties, as affixed hereto,
may be combined in and treated and given effect for all purposes as a single
instrument.
Agreement and Assignment of
Interests in Lands Located in
Xxxxx County, Oklahoma
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IN WITNESS WHEREOF this Assignment is executed by the Parties on the
dates set forth opposite their respective signatures below but is effective for
all purposes as of the date first set forth 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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Address: VENTURE ACQUISITIONS, L.P.
0000 Xxxxxx Xxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000 By: QUEST RESOURCES, L.L.C.
(000) 000-0000 Its: Managing General Partner
Fax: (000) 000-0000
by:
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(name printed)
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its:
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and
By: RIMCO ENERGY, INC.
Its: General Partner
by:
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(name printed)
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its:
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Agreement and Assignment of
Interests in Lands Located in
Xxxxx County, Oklahoma
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