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EXHIBIT 10.23
AGREEMENT AND ASSIGNMENT OF
ASPECT INTERESTS IN ▇▇▇▇ ▇▇▇▇▇▇▇ PROJECT
▇▇▇▇▇ COUNTY, OKLAHOMA
This Agreement and Assignment of Aspect Interests in the ▇▇▇▇ ▇▇▇▇▇▇▇
Project, ▇▇▇▇▇ County, Oklahoma (hereinafter referred to as the "Third
Assignment") is made and entered into effective as of the 1st day of December,
1995, by and between ASPECT RESOURCES LIMITED-LIABILITY COMPANY ("Aspect") and
▇▇▇▇▇▇▇ OIL & GAS, L.P. ("BOG") (Aspect and BOG 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, OXY USA Inc. ("OXY"), ▇▇▇▇ PETROLEUM CORPORATION ("▇▇▇▇") and
Aspect entered into that certain Geophysical Agreement, ▇▇▇▇ ▇▇▇▇▇▇▇ Project,
dated as of September 1, 1994 (hereinafter referred to as the "Geophysical
Agreement"), regarding the joint conduct of a 3-D seismic geophysical program
(hereinafter referred to as the "Geophysical Program") across the lands in
▇▇▇▇▇ County, Oklahoma, described in Exhibit 1 to the Geophysical Agreement;
and
WHEREAS, ▇▇▇▇, Quest Energy Corporation ("Quest") and Aspect entered
into that certain letter agreement dated September 1, 1994 (hereinafter
referred to as the "▇▇▇▇ Agreement"), providing for ▇▇▇▇'▇ assignment of an
undivided thirty percent (30%) of its interest in certain oil and gas leases
covering the lands that are described in Exhibit 2 to the ▇▇▇▇ Agreement
(hereinafter referred to as the "▇▇▇▇ Leases"); and
WHEREAS, Aspect and Quest entered into that certain 3-D Exploration
Agreement, ▇▇▇▇ ▇▇▇▇▇▇▇ Project, ▇▇▇▇▇ County, Oklahoma, dated September 9,
1994 (hereinafter referred to as the "Quest 3-D Exploration Agreement"),
providing for Aspect's payment of certain consideration to Quest and the grant
of an overriding royalty to Quest burdening Aspect's interest in oil and gas
interests covering the lands which are described in Exhibit A which is attached
hereto and incorporated herein for all purposes (the lands described in Exhibit
A which is attached hereto being hereinafter referred to as the "West ▇▇▇▇▇▇▇
▇▇▇"); and
WHEREAS, Aspect has assigned one-third (1/3rd) of its interest in the
Geophysical Agreement, the ▇▇▇▇ Agreement and the Quest 3-D Exploration
Agreement (the Geophysical Agreement, the ▇▇▇▇ Agreement and the Quest 3-D
Exploration Agreement being sometimes collectively referred to herein as the
"Agreements") and all rights and property interests related thereto (including
without limitation the ▇▇▇▇ Leases and all other property interests acquired
pursuant to the Agreements) to BOG pursuant to the terms and provisions of that
certain Agreement and Assignment of Interest in the ▇▇▇▇ ▇▇▇▇▇▇▇ Project, ▇▇▇▇▇
County, Oklahoma, dated September 1, 1995 (hereinafter referred to as the
"First Assignment"); and
WHEREAS, Aspect has also assigned part of its interests under the
Agreements to Venture Acquisitions, L.P. ("Venture") pursuant to the terms and
provisions of that certain Agreement and Assignment of Interest in Lands
Located in ▇▇▇▇▇ County, Oklahoma, by and between Aspect, Venture and BOG,
dated December 1, 1995 (hereinafter referred to as the "Second Assignment");
and
WHEREAS, Aspect now desires to sell, assign and convey to BOG, and BOG
desires to purchase and receive from Aspect, all of Aspect's remaining
interests in the Agreements and the West ▇▇▇▇▇▇▇ ▇▇▇ as provided in this Third
Assignment;
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:
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ARTICLE I.
TERMS OF ASSIGNMENT
Section 1.1. Assignment of Conveyed Interests. Effective as of the
date first set forth above (hereinafter referred to as the "Effective Date"),
Aspect hereby grants, bargains, sells, assigns and conveys to BOG (i) all of
Aspect's remaining right, title and interest in, to and under the Agreements,
(ii) all of Aspect's remaining right, title and interest in, to and under the
▇▇▇▇ Leases, (iii) all of Aspect's remaining right, title and interest in, to
and under any Subsequently Acquired Interests (as such term is defined in the
Geophysical Agreement) and (iv) all of Aspect's remaining interest in other
property rights of every kind (whether legal or equitable, vested or
contingent) obtained under, assigned, reserved or in any way related to the
Agreements, the First Assignment, the Second Assignment, or otherwise covering
or related to the West ▇▇▇▇▇▇▇ ▇▇▇, whether same be now owned or hereafter
acquired by Aspect (such rights, titles and interests being assigned by Aspect
to BOG hereunder being hereinafter collectively referred to as the "Conveyed
Interests"). Without limiting the above, the Parties recognize, acknowledge
and agree that the Conveyed Interests include: (i) any and all back-in
interests which were previously retained by Aspect under the terms of the First
Assignment and the Second Assignment; (ii) all of Aspect's remaining right,
title and interest in and to the ▇▇▇▇ Leases; (iii) all of Aspect's remaining
right, title and interest in Subsequently Acquired Interests under the terms of
the Geophysical Agreement; (iv) all of Aspect's remaining rights to
participate in Subsequently Acquired Interests under the terms of the
Geophysical Agreement; and (v) all of Aspect's right, title and interest in all
seismic data and interpretations that are the subject of the Agreements. In
the event that Aspect has already been assigned legal or record title to any
part of the ▇▇▇▇ Leases and/or Subsequently Acquired Interests, concurrent with
its execution of this Third Assignment, Aspect shall assign BOG record title to
Aspect's remaining interests in such ▇▇▇▇ Leases and/or Subsequently Acquired
Interests utilizing the form of assignment which is attached hereto as Exhibit
E.
Section 1.2. Conveyed Interests Subject to the Terms of the Agreements.
BOG hereby recognizes and agrees that it is subject to all of the terms and
provisions of the Agreements and the Conveyed Interests are subject to the
terms and provisions which are set forth in the Agreements. BOG agrees to
execute the assignments of overriding royalty which are required under the
terms of the Quest 3-D Exploration Agreement.
Section 1.3. Aspect in Good Standing Under the Agreements. Aspect
represents and warrants to BOG that Aspect is currently in good standing under
the terms of the Agreements. Aspect also represents and warrants to BOG that
Aspect has not assigned, conveyed or mortgaged its interests under the
Agreements, other than as provided in the First Assignment and the Second
Assignment.
ARTICLE II.
CONSIDERATION FOR ASSIGNMENT
Section 2.1. Cash Payment. Concurrent with its execution of this Third
Assignment BOG shall pay Aspect two hundred thousand dollars ($200,000.00) and
shall remit payment of the sixteen thousand six hundred sixty-seven dollar
($16,667.00) payment which is owed by BOG under the terms of the First
Assignment.
ARTICLE III.
ALLOCATION OF RESPONSIBILITIES, LIABILITIES
AND REVENUES ATTRIBUTABLE TO THE CONVEYED INTERESTS
Section 3.1. BOG Responsibility for Costs and Liabilities Related to
the Agreements and the Conveyed Interests after the Effective Date. BOG hereby
agrees to assume and be responsible for, and indemnify and hold Aspect harmless
from, all costs, expenses and liabilities that accrue under the Agreements
after the Effective Date of this Third Assignment which are allocable to the
Conveyed Interests. BOG shall pay all of such costs and expenses which are
incurred after the Effective Date in accordance with the terms set forth in the
Agreements.
Agreement and Assignment
of Aspect Interests
▇▇▇▇ ▇▇▇▇▇▇▇ Project
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Section 3.2. Aspect Responsibility for Costs and Liabilities Incurred
Prior to the Effective Date. Aspect shall remain responsible for, and
indemnify and hold BOG harmless from, all costs, expenses and liabilities
related to the Conveyed Interests which were incurred or which accrued under
the Agreements prior to the Effective Date.
Section 3.3. Revenues Received or Accrued Prior to the Effective Date.
Aspect shall receive and retain any and all revenues which are allocable to the
Conveyed Interests which were received or accrued prior to the Effective Date.
Section 3.4. Revenues Received or Accrued After the Effective Date.
BOG shall receive and retain any and all revenues which are allocable to the
Conveyed Interests which were received or accrued after the Effective Date.
Section 3.5. Post Closing Adjustment. Following the Parties execution
of this Third Assignment appropriate adjustments shall be made between Aspect
and BOG so that (i) all costs and expenses related to the Conveyed Interests
which were incurred in connection with the ownership or operation of the
Conveyed Interests after the Effective Date will be borne by BOG, and all
revenues attributable to the Conveyed Interests after the Effective Date will
be owned by BOG, and (ii) all costs and expenses which are incurred in
connection with the ownership or operation of the Conveyed Interests before the
Effective Date be borne by Aspect and all proceeds attributable to the Conveyed
Interests before the Effective Date will be the property of Aspect. On or
before 60 days after the execution of this Third Assignment, Aspect and BOG
shall (i) review any information which may then be available pertaining to the
adjustments provided for above, (ii) determine the amount of any adjustments
(whether the same be made to account for expenses or revenues) that should be
made, and (iii) make any adjustments by appropriate payments from Aspect to BOG
or from BOG to Aspect. In the event that there are any adjustments as provided
in the immediately preceding sentence, the appropriate payment shall be made
within 5 business days of the Parties' determination as to the amount of the
adjustments. Following the adjustments made on or before 60 days after
execution as provided above, additional adjustments may be made if additional
expenses or revenues are subsequently discovered.
IV.
MISCELLANEOUS
Section 4.1. Entirety of Agreement. This Third 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 4.2. Assignment. This Third 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 Third Assignment.
Section 4.3. Notices. All notices and other communications required or
permitted under this Third Assignment shall be in writing, and unless otherwise
specifically provided, shall be delivered personally, or by mail, telecopier or
delivery service, to the addresses set forth opposite the signatures of the
Parties below, and shall be considered delivered upon the date of receipt.
Each Party may specify its proper address or any other post office address
within the continental limits of the United States by giving notice to other
Parties, in the manner provided in this Section, at least ten (10) days prior
to the effective date of such change of address.
Section 4.4. Counterparts. This Third 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 Third 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 Aspect Interests
▇▇▇▇ ▇▇▇▇▇▇▇ Project
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IN WITNESS WHEREOF this Third 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: ASPECT RESOURCES LIMITED
LIABILITY COMPANY
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇ By:
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(name printed)
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Its:
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Address: ▇▇▇▇▇▇▇ OIL & GAS, L.P.,
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ by ▇▇▇▇▇▇▇ Exploration Company,
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ its Managing General Partner
(▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
By:
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▇▇▇ ▇. ▇▇▇▇▇▇▇, President / CEO
Agreement and Assignment
of Aspect Interests
▇▇▇▇ ▇▇▇▇▇▇▇ Project
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