AGREEMENT AND BILL OF SALE
Exhibit 10.7
AGREEMENT
AND
XXXX OF SALE
THIS AGREEMENT is made and
entered into and effective this 10th. day of January 2006, by and between
Blue Star Energy,
Inc., whose principal address is 0000 Xxxxxxxx
Xxxxx Xxxxx 000, Xxxxxxxx Xxxxxxx, XX 00000 hereinafter called “Purchaser”
and MCM Capital Management, Inc.
whose address is 0000
Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxxx Xxxxxxx, XX 00000
“Seller”.
WHEREAS, SELLER owns an interest in certain oil and gas
properties described in Exhibit “A” attached hereto and made a part hereof
together with an interest in any xxxxx, well equipment, tank batteries, flow lines,
machinery, other equipment and supplies, and other related fixtures and personal property
on said oil and gas properties, together with interests in easements and rights of access
to said oil and gas properties; and
NOW, THEREFORE, SELLER, for and in consideration of the sum of twenty-three thousand six hundred twenty-five dollars ($23,625.00) to it paid by Purchaser, the receipt, adequacy and sufficiency of which are hereby acknowledged, does hereby sell, assign and convey unto Purchaser a seven and seven-eighths (7.875%) percent working interest, of its right, title and interest in and to the oil and gas properties described in Exhibit “A” together with a seven and seven-eighths (7.875%) percent working interest of its right, title and interest in and to all xxxxx, permits, easements, licenses, servitude, well equipment, tank batteries, flow lines, gathering pipelines, inventory, machinery, equipment and supplies, and all related fixtures and personal property used or usable in connection with production of oil or gas from said oil and gas properties.
THIS XXXX OF SALE IS MADE WITHOUT WARRANTIES, EXPRESSED OR IMPLIED IN FACT OR IN LAW, WHETHER OF TITLE, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, CONDITION OR SAFETY OF THE PROPERTY, COMPLIANCE WITH REGULATORY AND ENVIRONMENTAL REQUIREMENTS OR OTHERWISE.
PURCHASER HEREBY AGREES THAT IT
HAS INSPECTED THE LEASES AND ASSOCIATED AGREEMENTS, XXXXX, PERSONAL PROPERTY AND EQUIPMENT
CONVEYED HEREIN AND THAT IT ACCEPTS THE SAME “AS IS AND WITH ALL
FAULTS”.
Purchaser hereby agrees to assume its proportionate responsibility for said xxxxx, the casing and leasehold equipment in and on said xxxxx, and all other personal property used in or in connection therewith from and after the effective date of this Xxxx of Sale, and Purchaser agrees to protect, defend, indemnify and hold Seller and its employees free and harmless from and against any and all costs, expenses, claims, demands and causes of action of every kind and character arising out of, incident to, or in connection with the leases, land, xxxxx, casing, leasehold equipment, and other personal property hereby conveyed, or Purchaser’s or other parties; operations on said leases and said land, arising and occurring on or after the effective date of this Assignment and Xxxx of Sale. Seller agrees to fully indemnify and hold Purchaser harmless from any and all such claims or causes of action based upon some alleged act or omission of Seller or its employees arising or occurring prior to the effective date of this Xxxx of Sale.
THIS XXXX OF SALE is to be treated as an occasional sale, and
no sales tax is being collected from Purchaser. If, however, this transaction is later
deemed to be other than an occasional sale, Purchaser agrees to be solely responsible for
any and all sales taxes due on equipment, material and property hereby sold, and Purchaser
shall remit such sales taxes to the proper taxing authority.
ALL TAXES, including but not limited to ad valorem, property,
severance and windfall profit taxes are paid on the property as of the last sale. It shall
be the responsibility of Purchaser to pay its proportional share of all taxes accruing
after the effective date of sale.
PURCHASER agrees to perform all operations in compliance with
applicable Local, State and Federal laws, rules and regulations, and to observe and perform
all of the lease terms and provisions, express and implied, applicable to Purchaser’s
interest in the sale premises. The parties hereto agree to execute such additional
documents or instruments as necessary to transfer Purchaser’s seven and seven-eighths
(7.875%) percent interest in any State, Federal, or Indian oil and gas properties sold
herein to Purchaser.
THIS XXXX OF SALE shall be binding upon and inure to the
benefit of the heirs, successors, personal representatives and assigns of the respective
parties hereto.
Executed this
10th. day of
January, 2006.
| WITNESS: /s/ Xxxxx X. Xxxxxx WITNESS: /s/ Xxxxx X. Xxxxxx |
SELLER: MCM Capital Management, Inc. /s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxx, Secretary & Treasurer PURCHASER: Blue Star Energy, Inc. /s/ Xxxxxxx X. XxXxxxxxx Xxxxxxx X. XxXxxxxxx, President |
EXHIBIT “A”
ATTACHED TO AND MADE A PART OF THAT XXXX OF SALE AND CONVEYANCE FROM MCM CAPITAL MANAGEMENT, INC. EFFECTIVE JANUARY 10TH., 2006
|
1. |
It is Seller’s intent to convey seven and seven-eighths (7.875%) percent of its working interest subject to their burdens, of its right, title and interest in and to the Oil and Gas Leases and/or mineral interests as described below. |
LAND DESCRIPTION:
#1 Xxxxx Well
SW/4 of Section 35-T3N-R57W
Xxxxxx County, Colorado
Containing 160 acres, more or less
Subject to terms and
conditions of all prior assignments
END OF EXHIBIT “A”
