CONVEYANCE AGREEMENT
Recording Requested by and When Recorded Return to: Fulbright & Xxxxxxxx
L.L.P., 000 Xxxxxxx Xx., Xxxxx 0000, Xxx Xxxxxxx, Xxxxx, Attn: Xxxxxxxxx X.
Xxxxx.
CONVEYANCE AGREEMENT
This Conveyance Agreement (this "Conveyance"), effective as of 4:58 P.M.
Eastern Time on September 30, 2004 (the "Effective Date"), is from PENN OCTANE
CORPORATION, a Delaware corporation (herein called "Grantor"), and in favor of
RIO VISTA OPERATING PARTNERSHIP L.P., whose mailing address is 000 Xxxxxxx Xxxx,
Xxxxx 0000, Xxxxxxx, XX 00000 (herein called "Grantee").
ARTICLE I
GRANTING CLAUSE
1.1 GRANTING CLAUSES. Grantor hereby contributes, conveys, assigns,
transfers, delivers, and sets over unto Grantee, its successors and assigns, all
right, title, interests and estate of Grantor in and to the following described
property, to-wit:
ALL OF THE ASSETS SET FORTH ON SCHEDULE A ATTACHED HERETO
The property described in this Section 1.1 shall be referred to herein
collectively as the "Subject Property".
TO HAVE AND TO HOLD the Subject Property, subject to the terms and
conditions hereof, unto Grantee, its successors and assigns, forever.
ARTICLE II
ENCUMBRANCES AND WARRANTY DISCLAIMERS
2.1 PERMITTED ENCUMBRANCES. This Conveyance is made and accepted expressly
subject to (a) all liens, charges, encumbrances, contracts, agreements,
instruments, obligations, defects, restrictions, security interests, options or
preferential rights to purchase, adverse claims, reservations, exceptions,
easements, rights-of-way, conditions, leases, other matters affecting the
Subject Property or to which it is subject; and (b) to all matters that a
current on the ground survey or visual inspection would reflect.
2.2 CONTRIBUTION AGREEMENT. This Conveyance is expressly made subject to
the terms and conditions of that certain Contribution, Conveyance and Assumption
Agreement dated as of September 16, 2004, among Grantor, Grantee and the other
parties thereto (the "Contribution Agreement"). All capitalized terms used
herein shall have the meanings given to such terms in the Contribution
Agreement, unless otherwise defined herein. Nothing contained in this Conveyance
shall in any way affect the provisions set forth in the Contribution Agreement
nor shall this Conveyance expand or contract any rights or remedies under the
Contribution Agreement. This Conveyance is intended only to effect the transfer
of the Subject Property to Grantee as provided for in the Contribution Agreement
and shall be governed entirely in accordance with the terms and conditions of
the Contribution Agreement. In the event of a conflict between the terms of this
Conveyance and the terms of the Contribution Agreement, the terms of the
Contribution Agreement shall prevail.
2.3 DISCLAIMER OF WARRANTIES; SUBROGATION. Except as expressly provided
herein or in the Contribution Agreement, this Conveyance is made, and is
accepted by Grantee, without warranty of title, express, implied or statutory,
and without recourse, but with full substitution and subrogation of Grantee, and
all persons claiming by, through, and under Grantee, to the extent assignable,
in and to all covenants and warranties by the predecessors in title of Grantor
and with full subrogation of all rights accruing under applicable statutes of
limitation or prescription and all rights of action of warranty against all
former owners of the Subject Property. Except as expressly provided herein or in
the Contribution Agreement, any covenants implied by statute or by the
D-1
use of the words "convey", "sell", "assign", "transfer", "deliver", or "set
over" or any of them or any other words used in this Conveyance, are hereby
expressly disclaimed, waived and negated.
ARTICLE III
MISCELLANEOUS
3.1 FURTHER ASSURANCES. Grantor and Grantee agree to take all such further
actions and to execute, acknowledge and deliver all such further documents that
are necessary or useful in carrying out the purposes of this Conveyance. So long
as authorized by applicable law so to do, Grantor agrees to execute, acknowledge
and deliver to Grantee all such other additional instruments, notices,
affidavits, deeds, conveyances, assignments and other documents and to do all
such other and further acts and things as may be necessary or useful to more
fully and effectively grant, assign, convey, transfer and deliver to Grantee the
Subject Property conveyed hereby or intended so to be conveyed.
3.2 SUCCESSORS AND ASSIGNS; NO THIRD PARTY BENEFICIARY. This Conveyance
shall be binding upon, and shall inure to the benefit of, Grantor and Grantee
and their successors and assigns. The provisions of this Conveyance are not
intended to and do not create rights in any other person or entity or confer
upon any other person or entity any benefits, rights or remedies and no person
or entity is or is intended to be a third party beneficiary of any of the
provisions of this Conveyance.
3.3 GOVERNING LAW. This Conveyance and the legal relations between the
parties shall be governed by, and construed in accordance with, the laws of the
State of Texas, excluding any conflict of law rule which would refer any issue
to the laws of another jurisdiction, except when it is mandatory that the law of
the jurisdiction wherein the Subject Property is located shall apply.
3.4 HEADINGS; REFERENCES; DEFINED TERMS. All Section headings in this
Conveyance are for convenience only and shall not be deemed to control or affect
the meaning or construction of any of the provisions hereof. The words "hereof",
"herein" and "hereunder" and words of similar import, when used in this
Conveyance, shall refer to this Conveyance as a whole, including, without
limitation, all Schedules and Exhibits attached hereto, and not to any
particular provision of this Conveyance.
3.5 COUNTERPARTS. This Conveyance may be executed in any number of
counterparts, all of which together shall constitute one agreement binding on
the parties hereto.
3.6 SEVERABILITY. If any of the provisions of this Conveyance are held by
any court of competent jurisdiction to contravene, or to be invalid under, the
laws of any political body having jurisdiction over the subject matter hereof,
such contravention or invalidity shall not invalidate the entire agreement.
Instead, this Conveyance shall be construed as if it did not contain the
particular provision or provisions held to be invalid and an equitable
adjustment shall be made and necessary provision added so as to give effect to
the intention of the parties as expressed in this Conveyance at the time of
execution of this Conveyance.
IN WITNESS WHEREOF, this Conveyance has been duly executed by the parties
hereto on the dates of the acknowledgments set forth below, to be effective,
however, as of the Effective Date.
GRANTOR:
PENN OCTANE CORPORATION
By:/s/ Xxxxxxx Xxxxx, Jr.
-----------------------------------
Xxxxxxx Xxxxx, Jr.,
President
GRANTEE:
RIO VISTA OPERATING PARTNERSHIP L.P.
By: Rio Vista Operating GP LLC,
its General Partner
By: Rio Vista Energy Partners L.P.,
its sole member
By: Rio Vista GP LLC,
its General Partner
By:/s/ Xxxxxxx Xxxxx, Jr.
-------------------------
Xxxxxxx Xxxxx, Jr.,
President
THE STATE OF CALIFORNIA )
)
COUNTY OF SAN FRANCISCO )
This instrument was acknowledged before me on the 15th day of September,
2004, by Xxxxxxx Xxxxx, Jr., President of Penn Octane Corporation, on behalf of
and in his capacity as President of Penn Octane Corporation.
/s/ Xxxxxxx Xxxxx
-------------------------------------
NOTARY PUBLIC
My Commission Expires: Nov. 12, 2006
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THE STATE OF CALIFORNIA )
)
COUNTY OF SAN FRANCISCO )
This instrument was acknowledged before me on the 15th day of September,
2004, by Xxxxxxx Xxxxx, Jr., President of Rio Vista GP LLC, on behalf of and in
his capacity as President of Rio Vista GP LLC.
/s/ Xxxxxxx Xxxxx
-------------------------------------
NOTARY PUBLIC
My Commission Expires: Nov. 12, 2006
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SCHEDULE A
