1
EXHIBIT 10.27
AGREEMENT AND PARTIAL ASSIGNMENT OF INTERESTS
IN XXXXXXX #1 XXXXXXX PROSPECT AGREEMENT
XXXXXXX COUNTY, OKLAHOMA
This Agreement and Partial Assignment of Interests in the Xxxxxxx #1
Xxxxxxx Prospect Agreement (hereinafter referred to as the "Agreement and
Partial Assignment") is made effective as of March 21, 1996 (hereinafter
referred to as the "Effective Date"), by and between XXXXXXX OIL & GAS, L.P.
(being sometimes referred to herein as "BOG") and NGR, LTD. (being sometimes
referred to herein as "NGR") and ASPECT RESOURCES LIMITED LIABILITY COMPANY
(being sometimes referred to herein as "Aspect") (BOG, NGR and Aspect are
sometimes collectively referred to herein as the "Parties" and individually as
a "Party").
WHEREAS, BOG and Xxxxxxx Operating Corp. (being sometimes referred to
herein as "Xxxxxxx") entered into that certain Xxxxxxx #1 Xxxxxxx Prospect,
Xxxxxxx County, Oklahoma letter agreement dated March 12, 1996 (being sometimes
referred to herein as the "Xxxxxxx Participation Agreement"), a copy of which
is attached hereto as Exhibit A, providing for BOG's participation in Xxxxxxx'x
Xxxxxxx #1 Xxxxxxx Prospect as described therein; and
WHEREAS, BOG and Xxxxxxx also entered into that certain seismic data and
confidentiality letter agreement dated March 12, 1996 (being sometimes referred
to herein as the "Xxxxxxx Seismic Data Agreement"), a copy of which is attached
hereto as Exhibit B, providing for BOG's receipt and use of seismic data
subject to certain confidentiality restrictions as set forth therein; and
WHEREAS, pursuant to the terms of that certain Geophysical Exploration
Agreement, Xxxxxxxx Project, Xxxxxxxx and Wilbarger Counties, Texas, and
Xxxxxxx County, Oklahoma, by and between General Atlantic Resources, Inc.,
Xxxxxxx Oil Company, Ruja Muta Corporation (being the predecessor in interest
to NGR), Xxxxxx-Xxxxxx Interests, Ltd., JHJ Exploration, Ltd., Cheyenne
Petroleum Company, Antrim Resources, Inc. (being the predecessor in title to
Aspect), and BOG (such agreement being hereinafter referred to as the "Xxxxxxxx
GEA"), NGR and Aspect have elected to acquire their proportionate share of the
interests in the Xxxxxxx Participation Agreement and the Xxxxxxx Seismic
Agreement; and
NOW, THEREFORE, the Parties are entering into this Agreement and Partial
Assignment to assign and convey to NGR and Aspect interests in the Xxxxxxx
Participation Agreement and the Xxxxxxx Seismic Data Agreement as provided
herein.
I.
ASSIGNMENT
For good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, BOG does hereby GRANT, BARGAIN, SELL, CONVEY,
ASSIGN, TRANSFER, SET OVER, and DELIVER unto NGR an undivided 5.00% of all of
BOG's right, title and interest in, to and under the Xxxxxxx Participation
Agreement and the Xxxxxxx Seismic Data Agreement.
For good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, BOG does hereby GRANT, BARGAIN, SELL, CONVEY,
ASSIGN, TRANSFER, SET OVER, and DELIVER unto Aspect an undivided 29.803925% of
all of BOG's right, title and interest in, to and under the Xxxxxxx
Participation Agreement and the Xxxxxxx Seismic Data Agreement.
II.
RESPONSIBILITIES UNDER THE ASSIGNED AGREEMENTS
NGR hereby agrees to assume, bear and be responsible for 5.00% of all
liabilities, responsibilities and obligations under the Xxxxxxx Participation
Agreement and the Xxxxxxx Seismic Data Agreement and NGR hereby agrees to
indemnify and hold BOG harmless from NGR's 5.00% share of any and all of such
liabilities, responsibilities and obligations. NGR hereby agrees to be bound
by and assume its 5.00% share of all obligations and responsibilities under the
Xxxxxxx Participation Agreement and the Xxxxxxx Seismic Data Agreement.
Aspect hereby agrees to assume, bear and be responsible for 29.803925%
of all liabilities, responsibilities and obligations under the Xxxxxxx
Participation Agreement and the Xxxxxxx Seismic Data
2
Agreement and Aspect hereby agrees to indemnify and hold BOG harmless from
Aspects 29.803925% share of any and all of such liabilities, responsibilities
and obligations. Aspect hereby agrees to be bound by and assume its 29.803925%
share of all obligations and responsibilities under the Xxxxxxx Participation
Agreement and the Xxxxxxx Seismic Data Agreement.
III.
REIMBURSEMENT FOR COSTS INCURRED PRIOR TO EXECUTION
Concurrent with its execution of this Agreement and Partial Assignment,
NGR agrees to reimburse BOG for NGR's 5.00% share of all costs and expenses
which have been paid to Xxxxxxx under the terms of the Xxxxxxx Participation
Agreement and the Xxxxxxx Seimsic Data Agreement prior to the Parties execution
of this Agreement and Partial Assignment.
Concurrent with its execution of this Agreement and Partial Assignment,
Aspect agrees to reimburse BOG for Aspect's 29.803925% share of all costs and
expenses which have been paid to Xxxxxxx under the terms of the Xxxxxxx
Participation Agreement and the Xxxxxxx Seismic Data Agreement prior to the
Parties execution of this Agreement and Partial Assignment.
IV.
EXECUTION
This Agreement and Partial Assignment may be executed in multiple
counterparts, each of which shall be binding upon the signing party or parties
thereto and their successors and assigns, as fully as if all parties had
executed one instrument, and all of such counterparts shall constitute one and
the same instrument.
ACCEPTED AND AGREED to effective as of the date first written above:
XXXXXXX OIL & GAS, L.P. NGR, LTD.
By: Xxxxxxx Exploration Company By:Ruja Muta Corporation
Its: Managing General Partner Its: General Partner
By: By:
----------------------------------- ------------------------------------
(name printed) (name printed)
------------------------ -------------------------
Its: Its:
---------------------------------- -----------------------------------
ASPECT RESOURCES LIMITED LIABILITY COMPANY
By:
-----------------------------------
(name printed)
------------------------
Its:
----------------------------------
Agreement and Partial Assignment of
Interests in Xxxxxxx #1 Xxxxxxx Prospect
2
