ASSUMPTION AGREEMENT
THIS ASSUMPTION AGREEMENT ("the Agreement") is made this 16th day of
December, 1997, between AKS ENERGY CORPORATION, a Delaware Corporation
("AKS") and XXXXXX PETROLEUM, INC.
RECITALS
WHEREAS, Xxxxxx and AKS are parties to a Purchase Agreement (the
"Purchase Agreement), dated November 21, 1997, for the sale and purchase of
certain working and ownership interest in oil and gas properties, leases,
xxxxx and pipelines (the "Assets" as defined in the Purchase Agreement); and,
WHEREAS, the Purchase Agreement requires Xxxxxx to execute and deliver
this Agreement to AKS.
NOW, THEREFORE, in consideration as more fully set forth in the Purchase
Agreement and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Xxxxxx does hereby covenant and
agree as follows:
1. Assumed Obligations. Xxxxxx hereby assumes and agrees timely to
perform the Assumed Obligations as more fully set forth in Exhibit "A",
attached hereto and incorporated herein by reference.
2. Xxxxxx'x Indemnification of AKS. Xxxxxx hereby indemnifies and
agrees to defend and hold harmless AKS from and against any and all costs,
expenses and damages arising from any breach or failure of Xxxxxx to observe
or perform any of the Assumed Obligations.
3. Claims. As a condition to liability of Xxxxxx hereunder, AKS
shall notify Xxxxxx, in writing, of any claim ("Claim") covered by this
Agreement within a reasonable time after the assertion thereof by AKS against
Xxxxxx. In the event of such a notice of a Claim by AKS to Xxxxxx, Xxxxxx
shall have ten (10) days after receipt thereof in which to undertake the
defense of the Claim on behalf of itself and AKS. If Xxxxxx so undertakes to
defend said Claim on behalf of itself and AKS, it shall retain and pay counsel
to conduct such defense. Such counsel shall be subject to the approval of
AKS, which approval shall not be unreasonably withheld or delayed. AKS may
employ its own counsel to work with Xxxxxx'x counsel in connection with the
defense of said Claim, but AKS shall pay all fees and disbursements of said
counsel. Xxxxxx may settle the Claim, without the consent of AKS, to the
extent the settlement does not bind AKS or impose any obligation on AKS. If
AKS would have any liability for the payment and/or performance of any
settlement, AKS' written consent thereto must be obtained by Xxxxxx in order
for said settlement to be binding upon AKS.
If Xxxxxx refuses or fails to so undertake to defend the Claim, AKS may
defend the same on its own behalf, may retain and pay counsel to conduct such
defense and may settle the Claim, without the consent of Xxxxxx. Xxxxxx shall
then reimburse AKS (a) for all reasonable costs, including court costs and
reasonable attorneys' fees, incurred by AKS in connection with said defense
and/or any such settlement, (b) for all sums paid by AKS in accordance with
any such settlement, and (c) for all sums paid pursuant to any judgment
entered against AKS in connection therewith.
IN WITNESS WHEREOF, Xxxxxx has caused this Agreement to be properly
executed and delivered as of the day and year first above written.
Xxxxxx Petroleum, Inc.
By:/S/Xxxxx Xxxxxx
Its: President
AKS Energy Corporation
By:/s/Xxxxxx Xxxxxxxx
Its: President
