EXHIBIT 10.8
EXHIBIT "C"
ASSIGNMENT AND RELEASE
THIS ASSIGNMENT AND RELEASE ("Assignment") is made by and between
Xxxxxx Oil and Gas Company, a Delaware corporation ("Xxxxxx") and Xxxxxx Oil
and Gas Company (Senegal), Ltd., a corporation registered under the laws of
the Cayman Islands ("Xxxxxx Senegal"), Fortesa Corporation, a Texas
corporation ("Fortesa") and First Seismic Corporation, a Delaware corporation
("First").
In consideration of the mutual promises made between the parties
hereto and other good and valuable consideration, and pursuant to and subject
to the terms of that certain Agreement (the "Agreement") dated October 23, 1999
between the parties hereto, Xxxxxx and Xxxxxx Senegal hereby:
BARGAIN, SELL, CONVEY, ASSIGN, TRANSFER AND DELIVER unto Fortesa all
of their rights, title and interest under the following agreements:
(a) The Farmout Agreement dated December 17, 1997, by and between
the Societe Des Petroles Du Senegal ("Petrosen") and Fortesa
and Xxxxxx to explore and exploit hydrocarbons and undertake
certain work programs in connection with Petrosen's Thies
Block in the onshore area of the Republic of Senegal (the
"Farmout"), a copy of which is attached hereto as Exhibit A;
(b) The Memorandum of Understanding of November 25, 1997, between
Xxxxxx, Xxxxxxx and Petrosen, a copy of which is attached
hereto as Exhibit B;
(c) The Memorandum of Understanding dated December 17, 1997,
between Fortesa and Xxxxxx, a copy of which is attached hereto
as Exhibit C;
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(d) The Joint Operating Agreement dated January 16, 1998 between
Xxxxxx Senegal, Fortesa and Petrosen, a copy of which is
attached hereto as Exhibit D; and
(e) All other documents, agreements or rights related to the
Farmout (which shall be deemed to include agreements
pertaining to the Thies Block between Xxxxxx and/or Xxxxxx
Senegal and third parties).
The foregoing documents are collectively referred to herein as the "Farmout
Rights."
THIS ASSIGNMENT shall be subject to the following terms, conditions
and exceptions:
1. This Assignment shall be effective as of 7:00 a.m., Pacific
Standard Time, on the date of execution hereof.
2. Fortesa and First hereby relieve and release Xxxxxx and Xxxxxx
Senegal from any and all obligations, duties and requirements which Xxxxxx
and/or Xxxxxx Senegal has or might have to Fortesa and/or First pursuant to
the Farmout Rights.
3. First and Fortesa hereby agree to fully protect, indemnify and
defend Xxxxxx and Xxxxxx Senegal, their respective officers, agents and/or
employees and hold them harmless from any and all claims, losses, damages,
demands, suits, causes of action and liabilities (including without
limitation reasonable attorney's fees, costs of litigation and/or
investigation and other costs associated therewith) of every kind whatsoever
arising out the Farmout Rights or any part thereof, after the date hereof
regardless of cause or of Xxxxxx'x and/or Xxxxxx Senegal's negligence or
fault, whether imposed by statute, rule or regulation or strict liability as
to Xxxxxx and/or Xxxxxx Senegal, their respective officers, agents and/or
employees. The indemnity of Xxxxxx and/or Xxxxxx Senegal provided for herein
is limited to the duties and obligations of Xxxxxx and/or Xxxxxx Senegal
arising out of the instruments denoted as the Farmout Rights herein and does
not cover or include claims,
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losses (damages, demands, suits, causes of action and liabilities (including
without limitation reasonable attorney's fees, costs of litigation and/or
investigation and other costs associated therewith) arising out of any act or
omission under the laws of the Republic of Senegal and not out of the
foregoing instruments.
4. The terms, conditions or exceptions contained herein shall
constitute covenants running with the land and shall be binding upon, and for
the benefit of, the respective successors and assigns of Xxxxxx, Xxxxxx
Senegal, First and Fortesa.
5. This Assignment does not negate the terms and provisions of the
Agreement and without limitation particularly Section 6.1 thereof.
6. This Assignment may be executed in any number of counterparts,
and each and every counterpart will be deemed for all purposes one agreement.
THIS ASSIGNMENT IS MADE WITHOUT WARRANTY OF ANY KIND, EXPRESS,
STATUTORY, OR IMPLIED, AND XXXXXX AND XXXXXX SENEGAL ARE TRANSFERRING THE
FARMOUT RIGHTS WITHOUT ANY EXPRESS STATUTORY OR IMPLIED WARRANTY WHATSOEVER
AS TO TITLE, DESCRIPTION, PHYSICAL CONDITION OF THE PROPERTY (INCLUDING
WITHOUT LIMITATION, TO ENVIRONMENTAL CONDITION OF THE PROPERTY), QUALITY,
VALUE, FITNESS FOR PURPOSE, MERCHANTABILITY, OR OTHERWISE EXCEPT AS SET FORTH
HEREIN.
Xxxxxx and Xxxxxx Senegal agrees to execute and deliver to Fortesa
all such other additional instruments and other documents and to do all such
other and further acts and things as may be reasonably necessary to more
fully and effectively grant, convey and assign to Fortesa the Farmout Rights.
IN WITNESS WHEREOF, the parties hereto have caused the Agreement to
be executed this 23 day of October, 1999.
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XXXXXX OIL AND GAS COMPANY
By: /s/ Xxxxxx X. Xxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxx
---------------------------------
Title: Vice President
--------------------------------
XXXXXX OIL AND GAS COMPANY (SENEGAL), LTD.
By: /s/ Xxxxxx X. Xxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxx
---------------------------------
Title: Vice President
--------------------------------
FORTESA CORPORATION
By: /s/ [ILLEGIBLE]
-----------------------------------
Name: [ILLEGIBLE]
---------------------------------
Title: Secretary
--------------------------------
FIRST SEISMIC CORPORATION
By: /s/ [ILLEGIBLE]
-----------------------------------
Name: [ILLEGIBLE]
---------------------------------
Title: Vice President
--------------------------------
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STATE OF California
COUNTY OF Santa Xxxxxxx
On this 19th day of November, 1999, before me, the undersigned, a
Notary Public, personally appeared Xxxxxx Xxxxx, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person whose
name is subscribed to the within instrument and acknowledged to me that he
executed the same in his authorized capacity, and that by his signature on
the instrument Xxxxxx Oil and Gas Company executed the instrument.
WITNESS my hand and official seal.
/s/ Xxxxxxxxx X. Xxxxxx
-------------------------------------------------
NOTARY PUBLIC
My Commission Expires:
---------------------- [SEAL]
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STATE OF California
COUNTY OF Santa Xxxxxxx
On this 19th day of November, 1999, before me, the undersigned, a
Notary Public, personally appeared Xxxxxx Xxxxx, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person whose
name is subscribed to the within instrument and acknowledged to me that he
executed the same in his authorized capacity, and that by his signature on
the instrument Xxxxxx Oil and Gas Company (Senegal), Ltd. executed the
instrument.
WITNESS my hand and official seal.
/s/ Xxxxxxxxx X. Xxxxxx
-------------------------------------------------
NOTARY PUBLIC
My Commission Expires:
---------------------- [SEAL]
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XXXXX XX Xxxxx
XXXXXX XX Xxxxxx
Xx this 19th day of November, l999, before me, the undersigned, a
Notary Public, personally appeared Xxxxxx X. Xxxxx, III, Secretary,
personally known to me (or proved to me on the basis of satisfactory
evidence) to be the person whose name is subscribed to the within instrument
and acknowledged to me that he executed the same in his authorized capacity,
and that by his signature on the instrument Fortesa Corporation executed the
instrument.
WITNESS my hand and official seal.
/s/ Xxx X. Xxxxxxxxxxxxx
-------------------------------------------------
NOTARY PUBLIC
My Commission Expires:
---------------------- [SEAL]
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XXXXX XX Xxxxx
XXXXXX XX Xxxxxx
Xx this 19th day of November, l999, before me, the undersigned, a
Notary Public, personally appeared Xxxxxxxx X. Xxxxxxxxxxxx, Vice President,
personally known to me (or proved to me on the basis of satisfactory
evidence) to be the person whose name is subscribed to the within instrument
and acknowledged to me that he executed the same in his authorized capacity,
and that by his signature on the instrument First Seismic Corporation,
executed the instrument.
WITNESS my hand and official seal.
/s/ Xxx X. Xxxxxxxxxxxxx
-------------------------------------------------
NOTARY PUBLIC
My Commission Expires:
---------------------- [SEAL]
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