Exhibit 10.1
PARTNERSHIP INTEREST PURCHASE AGREEMENT
BY AND AMONG
NATURAL RESOURCE GROUP GATHERING, LLC,
A COLORADO LIMITED LIABILITY COMPANY,
AND
NEW FRONTIER ENERGY, INC.,
A COLORADO CORPORATION
DATED AS OF THE 26th DAY OF DECEMBER, 2007
PARTNERSHIP INTEREST PURCHASE AGREEMENT
THIS PARTNERSHIP INTEREST PURCHASE AGREEMENT (this "Agreement") is made and
entered into as of the 26th day of December, 2007, by and among Natural Resource
Group Gathering, LLC, a Colorado limited liability company ("Seller"), and New
Frontier Energy, Inc., a Colorado corporation ("Buyer").
RECITALS:
WHEREAS, Seller is the general partner of Xxxxxx Dome Gathering, LLLP, a
Colorado limited liability limited partnership ("SDG"), and owns a twenty-five
percent (25%) General Partnership Interest (hereinafter defined) in SDG.
WHEREAS, Buyer desires to acquire from Seller, and the Seller desires to
sell to Buyer, its General Partnership Interest (hereinafter defined) on the
terms and subject to the conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained in this
Agreement and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
ARTICLE I
PURCHASE OF PARTNERSHIP INTEREST
1.1 Acquisition of General Partnership Interest. Upon the terms and subject
to the conditions contained herein, Seller shall sell and transfer to Buyer, and
Buyer shall purchase and acquire from Seller, at the Closing (as hereinafter
defined), all of Seller's right, title and interest in, to, and under Seller's
General Partnership Interest in SDG equal to twenty-five percent (25%) of all
the partnership interests in SDG as of the date hereof (the "General Partnership
Interest"), free and clear of all security interests, liens, restrictions,
claims, encumbrances or charges of any kind, other than those set forth in the
Partnership Agreement (as hereinafter defined) or restrictions under any federal
or state securities laws (collectively, "Encumbrances").
ARTICLE II
PURCHASE PRICE
2.1 Purchase Price. In consideration for the General Partnership Interest
to be sold and transferred to Buyer, and upon the terms and conditions contained
herein, Buyer shall pay or cause to be paid to or for the account of Seller (as
set forth in Section 2.2 below), One Million Seventy-Five Thousand Dollars
($1,075,000.00) (the "Purchase Price").
2.2 Payment of Purchase Price. Buyer shall deliver the Purchase Price to
the Seller as follows: (a) Two Hundred Sixty-Eight Thousand Seven Hundred Fifty
Dollars ($268,750.00) at the Closing by wire transfer to an account designated
by Seller or delivery of other immediately available funds; (b) Eight Hundred
Six Thousand Two Hundred Fifty Dollars ($806,250.00) payable in the form of a
promissory note. At the Closing, Buyer shall execute and deliver the promissory
note, substantially in the form attached hereto as Exhibit B (the "Note").
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ARTICLE III
CLOSING; CLOSING DELIVERIES
3.1 Closing. The "Closing" means the time at which the Seller consummates
the transactions contemplated by Section 1.1 hereby after the satisfaction (or
receipt of a duly executed waiver) of each of the conditions precedent to
Closing as hereinafter described. The Closing shall take place at the offices of
Buyer, at 0000 Xxxxxxxxx Xxxx, Xxxxxxxxx, XX 00000, or at another date and
location as mutually agreed by the Parties in writing. The Closing shall occur
at 10:00 a.m., Mountain Standard Time, on December 31, 2007. The date on which
the Closing occurs is herein referred to as the "Closing Date". Notwithstanding
the foregoing, the Buyer and Seller agree that the Closing shall be deemed to be
effective as of 12:01a.m. on January 1, 2008.
3.2 Closing Deliveries of the Seller. At the Closing, in addition to any
other documents specifically required to be delivered pursuant to this
Agreement, the Seller shall, in form and substance reasonably satisfactory to
Buyer and its counsel, deliver to Buyer the following:
(a) A xxxx of sale in the form attached hereto as Exhibit A (the "Xxxx
of Sale"), duly executed by Seller, conveying all of Seller's right, title and
interest in, to and under the General Partnership Interest to Buyer;
(b) Such other instruments of sale, transfer, conveyance and
assignment as Buyer and its counsel may reasonably request to effect the
transactions contemplated hereby, including, without limitation, such documents
as are required by the Amended Limited Liability Limited Partnership Agreement,
dated on or about April 15, 2005, among the partners of SDG (the "Partnership
Agreement") to cause the sale and transfer of the General Partnership Interest
as herein contemplated to be effective and to cause the conveyance of the
General Partnership Interest to Buyer to be recognized by SDG and accurately
reflected in the Partnership Agreement and in such other of its records as
relate to the identity of its partners and the extent of their partnership
interests or as otherwise required by applicable agreements; and
(c) All other previously undelivered items required to be delivered by
the Seller at or prior to Closing pursuant to this Agreement or otherwise
required in connection herewith unless waived in writing by Buyer.
3.3 Buyer's Closing Deliveries. At the Closing, in addition to any other
documents specifically required to be delivered pursuant to this Agreement,
Buyer shall, in form and substance reasonably satisfactory to the Seller and its
counsel, deliver to the Seller the following:
(a) The Purchase Price;
(b) All other previously undelivered items required to be delivered by
Buyer at or prior to Closing pursuant to this Agreement or otherwise required in
connection herewith unless waived in writing by the Seller.
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ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE SELLER
As an inducement to Buyer to enter into this Agreement and to consummate
the transactions contemplated hereby, the Seller represents and warrants to
Buyer, and Buyer in agreeing to pay the Purchase Price and to otherwise
consummate the transactions contemplated by this Agreement has relied upon such
representations and warranties as follows:
4.1 Representations and Warranties Concerning the Seller.
(a) Organization of Seller. Seller is a limited liability company duly
organized and validly existing under the laws of the Colorado and is qualified
to do business as a foreign corporation in good standing in each other state
wherein the nature of its business or activities requires such qualification.
(b) Authorization. Seller has full corporate power and authority to
(i) execute and deliver this Agreement and to perform its respective obligations
hereunder, and (ii) own and operate its respective assets, properties and
business and carry on its respective business as presently conducted. The
execution, delivery and performance of this Agreement have been duly authorized
by all necessary company action on the part of the Seller, including manager and
member (where required) authorization.
(c) Validity; Binding Effect. This Agreement has been duly and validly
executed and delivered by the Seller and constitutes a valid and legally binding
obligation of the Seller, enforceable against the Seller in accordance with its
terms.
(d) Noncontravention. The execution, delivery and performance of this
Agreement by the Seller, the consummation of the transactions contemplated
hereby and the compliance with or fulfillment of the terms and provisions hereof
or of any other agreement or instrument contemplated hereby, do not and will not
(i) conflict with or result in a breach of any of the provisions of the Articles
of Organization or Operating Agreement of the Seller, (ii) contravene any Law
which affects or binds the Seller or any of its respective properties, (iii)
conflict with, result in a breach of, constitute a default under, or give rise
to a right of termination or acceleration under any material contract,
agreement, note, deed of trust, mortgage, trust, lease, Governmental (as
hereinafter defined) or other license, permit or other authorization, or any
other material instrument or restriction to which the Seller is a party or by
which any of its respective properties may be affected or bound, or (iv) require
the Seller to obtain the approval, consent or authorization of, or to make any
declaration, filing or registration with, any third party or any Governmental
authority which has not been obtained in writing prior to the date of this
Agreement.
(e) Title to Acquired Assets. Seller has, or will have at Closing,
good and marketable title to the General Partnership Interest, free and clear of
any and all Encumbrances.
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(f) Legal Compliance. Seller has complied in all material respects
with all applicable Laws (including rules, regulation, codes, plans,
injunctions, judgments, orders, decrees, rulings, and charges thereunder) of
federal, state, local and foreign governments (and all agencies thereof) and no
action, suit, proceeding, hearing, investigation, charge, complaint, claim,
demand, or notice has been filed or commenced against Seller alleging any
failure so to comply.
(g) Investment. Seller (i) understands that the Note has not been and
will not be registered under the Securities Act of 1933, as amended (the
"Securities Act"), or under any state securities laws, and are being offered and
sold in reliance upon federal and state exemptions for transactions not
involving any public offering, (ii) is acquiring the Note solely for its own
account for investment purposes, and not with a view to the distribution
thereof, (iii) is a sophisticated investor with knowledge and experience in
business and financial matters, (iv) has received certain information concerning
Buyer and has had the opportunity to obtain additional information and ask
questions to its satisfaction in order to evaluate the merits and the risks
inherent in holding the Note, and (v) is able to bear the economic risk and lack
of liquidity in holding the Note. Further, Seller understand and agrees that the
Note may not be sold, pledged, hypothecated, donated, or otherwise transferred
(whether or not for consideration) by the Seller except upon or pursuant to an
exemption from registration under the act and/or state acts, the availability of
which is to be established to the satisfaction of the Buyer.
(h) Review of Agreement. Seller has thoroughly read this Agreement and
has had the opportunity to review this Agreement with a competent legal and/or
financial professional advisor of its choice.
(i) Possible Future Appreciation of Units. Seller understands that by
transferring the General Partnership Interest to Buyer, Seller may be foregoing
the possibility of substantial appreciation in the future with regard to the
General Partnership Interest. Seller has determined, after making the inquiries
referred to in this Agreement and after consideration of all material and
significant facts relating to Buyer, that the purchase price outlined above is
reasonable and fair. Seller acknowledges that this determination of value is the
result of arms-length negotiations with Buyer.
4.2 Representations and Warranties Concerning SDG.
(a) Organization of SDG. SDG is a limited liability limited
partnership duly organized and validly existing under the laws of the State of
Colorado and is qualified to do business as a foreign limited partnership in
good standing in each other state wherein the nature of its business or
activities requires such qualification.
(b) Outstanding Interests. To Seller's knowledge, there are no
outstanding subscriptions, options, warrants, contracts, commitments,
convertible securities or other agreements or arrangements of any character or
nature whatsoever under which SDG or Seller is or may become obligated to issue,
assign or transfer any ownership interest in SDG, except as provided in the
Partnership Agreement.
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(c) Valuation. An independent valuation of SDG's principal asset,
attached hereto as Exhibit C, was completed in September of 2007, and updated as
of the Closing Date (the "Valuation"). To Seller's best knowledge, the Valuation
represents an opinion of the value a willing and disinterested buyer would pay a
willing seller for SDG's principal asset after due diligence and negotiations.
(d) Subsequent Events. Since the date of the Valuation, to Seller's
knowledge there has not been any material adverse change in the business,
financial condition, operations or result of operations of SDG.
(e) Undisclosed Liabilities. To Seller's knowledge, SDG has no
liability (and there is no basis for any present or future action, suit,
proceeding, hearing, investigation, charge, complaint, claim or demand against
it giving rise to any liability).
(f) Legal Compliance. To Seller's knowledge, SDG has complied in all
material respects with all applicable Laws (including rules, regulations, codes,
plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder)
of federal, state, local and foreign Governments (and all agencies thereof) and
no action, suit, proceeding, hearing, investigation, charge, complaint, demand,
or notice has been filed or commenced against SDG alleging any failure so to
comply.
(g) Litigation. To Seller's knowledge, SDG (i) is not subject to any
material outstanding injunction, judgment, order, decree, ruling or charge, and
(ii) is not a party to or threatened to be made a party to any action, suit,
proceeding, hearing or investigation of, in, or before any court or
quasi-judicial or administrative agency of any federal, state, local or foreign
jurisdiction.
(h) Environmental, Health and Safety Matters.
(i) To Seller's knowledge, SDG is in compliance with all federal,
state, local and foreign statutes, regulations and ordinances concerning public
health and safety, worker health and safety and pollution or protection of the
environment, including, without limitation, all those relating to the presence,
use, production, generation, handling, transportation, treatment, storage,
disposal, distribution, labeling, testing, processing, discharge, release,
threatened release, control or cleanup of any hazardous materials, substances or
wastes (collectively, "Environmental, Health and Safety Requirements").
(ii) To Seller's knowledge, SDG has not received any written
notice, report or other information regarding any active or alleged violation of
any Environmental, Health and Safety Requirements.
(i) Title to Property. To Seller's knowledge, SDG has good and
marketable title to or, as applicable, a valid leasehold interest in all of its
assets and properties (or interests therein), real or personal, tangible or
intangible, which it owns or leases, free and clear of all Encumbrances.
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4.3 Disclosure. None of the representations or warranties of the Seller
contained in this Article IV are false or misleading in any material respect or
omits to state a fact herein or therein necessary to make the statements made
herein or therein not misleading in any material respect.
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF BUYER
As an inducement to the Seller to enter into this Agreement and to
consummate the transactions contemplated hereby, Buyer represents and warrants
to the Seller, and the Seller in agreeing to consummate the transactions
contemplated by this Agreement has relied upon such representations and
warranties, as follows:
5.1 Organization of Buyer. Buyer is a corporation duly organized and
validly existing under the laws of the State of Colorado and is qualified to do
business as a foreign corporation in good standing in each other state wherein
the nature of its business or activities requires such qualification.
5.2 Authorization. Buyer has full corporate power and authority to (a)
execute and deliver this Agreement and to perform its obligations hereunder, and
(b) own and operate its assets, properties and business and carry on its
business as presently conducted. The execution, delivery and performance of this
Agreement have been duly authorized by all necessary corporate action on the
part of Buyer, including director and shareholder (where required)
authorization.
5.3 Validity; Binding Effect. This Agreement has been duly and validly
executed and delivered by Buyer and constitutes a valid and legally binding
obligation of Buyer, enforceable against Buyer in accordance with its terms.
5.4 Noncontravention. The execution, delivery and performance of this
Agreement by Buyer, the consummation of the transactions contemplated hereby and
the compliance with or fulfillment of the terms and provisions hereof or of any
other agreement or instrument contemplated hereby, do not and will not (a)
conflict with or result in a breach of any of the provisions of the Articles of
Incorporation or Bylaws of Buyer, (b) contravene any Law which affects or binds
Buyer or any of its properties, (c) conflict with, result in a breach of,
constitute a default under, or give rise to a right of termination or
acceleration under any material contract, agreement, note, deed of trust,
mortgage, trust, lease, Governmental or other license, permit or other
authorization, or any other material instrument or restriction to which Buyer is
a party or by which any of its properties may be affected or bound, or (d)
require Buyer to obtain the approval, consent or authorization of, or to make
any declaration, filing or registration with, any third party or any
Governmental authority which has not been obtained in writing prior to the date
of this Agreement.
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5.5 Securities Matters.
(a) Buyer understands and agrees that the General Partnership Interest
has not been registered under the Securities Act of 1933, as amended (the
"Act"), or any state securities act and, therefore, may not be resold unless
registered under such acts or unless an exemption from registration is
available. Buyer further understands that the certificate evidencing the General
Partnership Interest will contain a legend setting forth the restrictions on
transferability of such interest.
(b) Buyer is purchasing the General Partnership Interest for
investment only for its own account and not with a view to the distribution or
resale thereof.
(c) Buyer acknowledges that the General Partnership Interest is a
speculative investment which involves a risk of loss by it of its entire
investment.
(d) Buyer is an "accredited investor" as defined in Rule 501(a)
promulgated under the Act and has sufficient knowledge and experience in
business and financial matters to evaluate the merits and risks of an investment
in the General Partnership Interest.
(e) Buyer has been afforded access to all material books, records and
contracts of SDG, has had an opportunity to ask questions of and receive answers
from SDG, or a person or persons acting on behalf of SDG concerning the business
and affairs of SDG and concerning the terms and conditions of an investment in
the General Partnership Interest; and all such questions have been answered to
its full satisfaction.
5.6 Disclosure. None of the representations or warranties of Buyer
contained in this Article V is false or misleading in any material respect or
omits to state a fact herein or therein necessary to make the statements made
herein or therein not misleading in any material respect.
ARTICLE VI
COVENANTS PENDING CLOSING
The parties agree as follows with respect to the period between the date of
the execution of this Agreement and the Closing:
6.1 Reasonable Efforts. Each of the parties hereto shall take all action
and do all things reasonably necessary, proper or advisable in order to
consummate the transactions contemplated by this Agreement, including, without
limitation, satisfaction, but not waiver, of the conditions to Closing set forth
below.
6.2 Notices and Consents. Each of the parties hereto shall use reasonable
efforts to obtain any and all consents of third parties and Governmental
authorities as are necessary to consummate the transactions contemplated hereby.
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6.3 Operation of Business. From and after the date hereof until the
Closing, Seller will (and Seller shall cause SDG, to): (a) operate their
respective businesses in the ordinary course, consistent with past practice; (b)
use their best efforts to preserve their operations so that Buyer will obtain
the benefits intended to be afforded by this Agreement; (c) not take or permit
any action which would result in any representation or warranty of the Seller
becoming incorrect or untrue in any material respect or result in the failure of
the Seller to comply with its covenants and agreements herein in any material
respect; and (d) notify Buyer in writing promptly after the Seller becomes aware
of the occurrence of any event (other than matters of general knowledge or
otherwise known to Buyer) that might have a material adverse effect on the
business, operations or financial condition of SDG. By way of describing the
limitations described in Section 6.3(a) above, but without limiting the scope of
such provision, Seller will not (nor will Seller permit SDG to): (x) make any
non-customary or extraordinary distributions or payments to any party
(including, without limitation, Seller) for any purpose whatsoever (the parties
acknowledging that payments under the Partnership Agreement are customary and
not extraordinary), (y) enter into any material agreement (oral or written) that
is likely to continue beyond the Closing Date (without the written consent of
Buyer, which consent shall not be unreasonably withheld), except that SDG may
enter into agreements in the ordinary course of business and on commercially
reasonable terms, or (z) sell, transfer or encumber (or enter into any agreement
to sell transfer or encumber) any of the General Partnership Interest (except as
contemplated by this Agreement).
6.4 Notices. The parties hereto will promptly notify each other in writing
if any of them receives any notice, or otherwise becomes aware, of any action or
proceeding instituted or threatened before any court or governmental agency or
by any third party to restrain or prohibit, or obtain substantial damages in
respect of this Agreement or the consummation of the transactions contemplated
hereby.
ARTICLE VII
THE SELLER'S CONDITIONS PRECEDENT
The obligation of the Seller to effect the transaction contemplated by this
Agreement is subject to the fulfillment at or prior to the Closing of each of
the following conditions, except to the extent any such condition is waived in
writing by the Seller:
7.1 Performance by Buyer. Buyer shall have performed and complied in all
material respects with all of the terms, provisions and conditions of this
Agreement to be performed and complied with by Buyer at or prior to the Closing.
7.2 Accuracy of Representations and Warranties. All of the representations
and warranties made by Buyer in this Agreement shall be true in all material
respects as of the date of this Agreement and as of the Closing (except as
expressly contemplated or permitted by this Agreement).
7.3 No Injunction. No injunction, restraining order, judgment or decree of
any court or Governmental authority shall be existing against any of the parties
to this Agreement or any of their officers, directors or representatives, which
restrains, prevents or materially alters the transactions contemplated hereby.
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7.4 Closing Deliveries. Buyer shall have delivered to the Seller each of
the documents required of Buyer under Section 3.3 of this Agreement.
ARTICLE VIII
BUYER'S CONDITIONS PRECEDENT
The obligation of Buyer to effect the transactions contemplated by this
Agreement is subject to the fulfillment at or prior to the Closing of each of
the following conditions, except to the extent any such condition is waived in
writing by Buyer:
8.1 Performance by Seller. The Seller shall have performed and complied in
all material respects with all of the terms, provisions and conditions of this
Agreement to be performed and complied with by it at or prior to the Closing.
8.2 Accuracy of Representations and Warranties. All of the representations
and warranties made by the Seller in this Agreement shall be true in all
material respects as of the date of this Agreement and as of the Closing (except
as expressly contemplated or permitted by this Agreement).
8.3 No Injunction. No injunction, restraining order, judgment or decree of
any court or Governmental authority shall be existing against any of the parties
to this Agreement or any of their officers, directors or representatives, which
restrains, prevents or materially alters the transactions contemplated hereby.
8.4 Closing Deliveries. The Seller shall have delivered to Buyer each of
the documents required of Seller under Section 3.2 of this Agreement.
8.5 No Material Change. There will not have occurred any destruction or
disposition (voluntary or involuntary, except as contemplated by this Agreement)
of a material part of the assets of SDG.
ARTICLE IX
FURTHER COVENANTS
9.1 Indemnification.
(a) The Seller shall indemnify and hold Buyer harmless from and
against any and all damages, claims, causes of action, losses and expenses,
including reasonable attorneys' fees and expenses (collectively, "Indemnifiable
Losses"), incurred in connection with or arising from (i) any nonfulfillment or
breach by the Seller of any of its agreements or covenants contained in this
Agreement, (ii) any breach of any warranty or the inaccuracy of any
representation or warranty of the Seller contained in this Agreement, (iii) any
Liabilities of the Seller, and (iv) ownership of the General Partnership
Interest prior to the Closing.
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(b) Buyer shall indemnify and hold the Seller harmless from and
against any and all Indemnifiable Losses incurred in connection with or arising
from (i) any nonfulfillment or breach by Buyer of any of its agreements or
covenants contained in this Agreement, (ii) any breach of any warranty or the
inaccuracy of any representation or warranty of Buyer contained in this
Agreement, and (iii) ownership of the General Partnership Interest after the
Closing.
9.2 Survival Period. Except as otherwise specifically provided herein, the
representations and warranties contained in this Agreement shall survive the
Closing and shall remain in full force and effect, regardless of any
investigation made by or on behalf of any party hereto, and shall continue for a
period of one (1) year after the Closing Date, at which time all of such
representations and warranties shall terminate. Notwithstanding anything
contained in this Section 9.2 to the contrary, any claim for indemnification
made by any party hereto in writing to another party hereto prior to the
expiration of the survival period set forth above shall survive until such claim
has been resolved.
ARTICLE X
MISCELLANEOUS
10.1 Notices. All notices, requests, consents and other communications
hereunder ("Notice") shall be in writing and shall be deemed to have been given
(a) if mailed, the date of receipt of such Notice when sent via first class
United States registered mail, return receipt requested, postage prepaid to the
address listed below for the party to whom the Notice is being sent ("Notice
Party"); (b) if hand delivered or delivered by courier, upon actual delivery of
such Notice to the Notice Party at the address listed below for such Notice
Party; or (c) if sent by facsimile, on the first business day after the date of
the sender's receipt of a confirmed transmission of such Notice to the Notice
Party at the facsimile number, if any, listed below for such Notice Party
provided the party giving such Notice mails a copy of such Notice within two
days after the transmission of such Notice by facsimile to the Notice Party. The
addresses and facsimile numbers for each party to this Agreement, as of the date
hereof, are:
If to the Natural Resource Group Gathering, LLC
Seller: Attn: Xxxx Xxxxxx
______________________________________
______________________________________
Facsimile No. ________________
If to Buyer: New Frontier Energy, Inc.
Attn: Xxx Xxxxx
0000 X. Xxxxxxxxx Xxxx.
Xxxxxxxxx, XX 00000
Facsimile No. (000) 000-0000
Any party may change its address or facsimile number by providing written
notice, in accordance with the foregoing provisions of this Section 10.1, to
each other party of such change.
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10.2 Expenses.
(a) Each party hereto will pay all costs, fees and expenses incident
to its negotiation and preparation of this Agreement and to its performance and
compliance with all agreements contained herein on its part to be performed,
including the fees, expenses and disbursements of its respective counsel and
accountants.
(b) In any legal action between the parties arising out of or related
to this Agreement, the prevailing party shall be entitled to recover its costs
and expenses, including reasonable accounting and legal fees.
10.3 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Colorado, without regard to such
jurisdiction's conflict of laws principles.
10.4 Partial Invalidity. In case any one or more of the provisions
contained herein shall, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions of this Agreement, but this Agreement
shall be construed as if such invalid, illegal or unenforceable provision or
provisions had never been contained herein.
10.5 Assignment. No party hereto may assign its rights or delegate its
duties or obligations under this Agreement without the prior written consent of
the other party.
10.6 Successors and Assigns. Subject to the provisions of Section 10.5
above, this Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns.
10.7 Execution in Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be considered an original counterpart,
and all of which shall be considered to be but one agreement and shall become a
binding agreement when each party shall have executed one counterpart and
delivered it to the other party hereto.
10.8 Titles and Headings; Rules of Construction. Titles and headings to
sections herein are inserted for convenience of reference only and are not
intended to be a part of or to affect the meaning or interpretation of this
Agreement. Whenever the context so requires the use of or reference to any
gender includes the masculine, feminine and neuter genders; and all terms used
in the singular shall have comparable meanings when used in the plural and vice
versa.
10.9 Entire Agreement; Amendments and Waivers. This Agreement contains the
entire understanding of the parties hereto with regard to the subject matter
contained in this Agreement and supersedes all prior agreements or
understandings of the parties. The parties, by mutual agreement in writing, may
amend, modify and supplement this Agreement. The failure of any party to this
Agreement to enforce at any time any provision of this Agreement shall not be
construed to be a waiver of such provision, nor in any way to affect the
validity of this Agreement or any part hereof or the right of such party
thereafter to enforce each and every such provision. No waiver of any breach of
this Agreement shall be held to constitute a waiver of any other or subsequent
breach.
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10.10 No Third Party Beneficiaries. This Agreement will not confer any
rights or remedies upon any person other than the parties and their respective
heirs, successors and permitted assigns, as applicable.
10.11 Definitions. For purposes of this Agreement:
(a) "Government" shall mean (or in the case of "Governmental") shall
refer to:
(i) the government of the United States of America;
(ii) the government of any state, county, municipality,
city, town or district of the United States of America; and
(iii) any ministry, agency, department, authority,
commission, administration, corporation, court, magistrate, tribunal,
arbitrator, instrumentality or political subdivision of, or within the
geographical jurisdiction of, any government described in the foregoing
subparagraphs (A) and (B).
(b) "Law" shall mean any of the following of, or issued by, any
Government or Governmental agency: any statute, law, act, ordinance, code, rule
or regulation or any license, permit, authorization or approval, or any
injunction, award, decree, judgment or order.
(SIGNATURE PAGE FOLLOWS)
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the day and year first above written.
"SELLER"
Natural Resource Group Gathering, LLC.
By: /s/ Xxxxxxx Xxxxxx
-----------------------
Name: Xxxxxxx Xxxxxx
Title: Managing Member
"BUYER"
New Frontier Energy, Inc.
By: /s/ Xxx Xxxxx
------------------------
Name: Xxx Xxxxx
Title: Chief Financial Officer
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EXHIBIT A
FORM OF XXXX OF SALE
Natural Resource Group Gathering, LLC, a Colorado limited liability company
("Seller"), and New Frontier Energy, Inc, a Colorado corporation ("Buyer"),
pursuant to that certain Partnership Interest Purchase Agreement, dated as of
December 26, 2007 (the "Agreement"), and for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, do hereby sell,
assign, transfer and convey unto Buyer, its successors and assigns, all of
Seller's rights, titles and interests in the General Partnership Interest as of
the effective date hereof, and Buyer hereby assumes, all of Seller's rights,
titles and interests in, to the General Partnership Interest.
TO HAVE AND TO HOLD the General Partnership Interest unto Buyer and its
successors and assigns, to and for its or their use forever.
This Xxxx of Sale is subject to the terms and conditions of the Agreement
and the covenants, agreements and obligations of Seller and Buyer contained in
the Agreement are incorporated herein by reference, constitute an integral part
of this Xxxx of Sale and shall survive the execution and delivery of this Xxxx
of Sale, except as otherwise provided in the Agreement.
Capitalized terms used herein and not otherwise defined shall have the
meanings ascribed to them in the Agreement.
IN WITNESS WHEREOF, Seller has caused this Xxxx of Sale to be executed as
of December 26, 2007.
"SELLER"
Natural Resource Group Gathering,
LLC.
By: /s/ Xxxxxxx Xxxxxx
------------------
Name: Xxxxxxx Xxxxxx
Title: Managing Member
"BUYER"
New Frontier Energy, Inc.
By: /s/ Xxx Xxxxx
------------------
Name: Xxx Xxxxx
Title: Chief Financial Officer
Page 15 of 17
EXHIBIT B
FORM OF PROMISSORY NOTE
Page 16 of 17
EXHIBIT C
VALUATION
Page 17 of 17
