CONTRACT FOR SALE
This Contract is made and entered into this 22nd day of
February, 1996, by and between MAPCO Natural Gas Liquids Inc.,
a Delaware corporation (hereinafter referred to as "Seller")
and Penn Octane Corporation, a Delaware corporation (hereinafter
referred to as "Buyer").
1. Sale. Seller agrees to sell and Buyer agrees to purchase
the following described trailers ("Trailer"), to-wit:
Trailers:
Unit No. Model Serial No.
1. 00031 1967 Lubbock 56692
2. 00033 1967 Lubbock 56709
3. 00034 1972 Lubbock 58050
4. 00035 1981 Xxxxx 60900
5. 00036 1982 Xxxxx 61060
6. 00037 1982 Xxxxx 61064
7. 00038 1974 Lubbock 58592
8. 00039 1974 Lubbock 58637
9. 00040 1974 Lubbock 58636
10 00041 1972 Trinity 382716
11. 00042 0000 Xxxxxxx 445063
12. 00044 1969 Miss 67568
13. 00045 1972 Lubbock 58056
14. 00046 1972 Lubbock 58055
2. Purchase Price. The purchase price for the Trailers is two
hundred ninety-five thousand dollars ($295,000.00). Buyer will
have two weeks from the date of execution of this Contract to
obtain approval of this transaction from its Board of Directors.
Buyer will immediately notify Seller of such approval, and
payment will be made by wire transfer three business days
thereafter. Upon confirmation by Seller of receipt of Buyer's
wired funds, Seller will deliver to Buyer by Federal Express
an executed Xxxx of Sale and executed titles for the Trailers.
3. Condition of Property. The Trailers are being sold in
their present condition and location, as is, where is, with
all faults, and seller expressly disclaims and negates (i) any
implied or express
warranty of merchantability, and (ii) any
implied or express warranty of fitness for particular purpose.
Buyer shall not be entitled to recover from the Seller any
consequential damages, damages to property, damages for loss
of use, loss of time, loss of profits, or income, or any other
incidental damages. By acceptance hereof, Buyer agrees that
to the extent required to be operative, the disclaimers of
warranties contained herein are "conspicuous" disclaimers for
purposes of any applicable law, rule or order.
4. Possession. All risk of loss or damage to the Trailers
shall be upon Buyers after delivery of the Xxxx of Sale.
Buyer will have thirty days thereafter to take possession
of the Trailers.
5. Brokerage Commission. Each party warrants to the other that
they have no knowledge of any person, firm or entity, entitled
to a fee or commission by reason of the sale of the Trailers
and further each party agrees to hold the other harmless for
any and all damages, loss, liability, cost or expense, arising
out of the breach of this warranty by such party.
6. Modification and Binding Effect. This contract of sale
contains the entire agreement between the parties hereto
relative to the purchase and sale of the Trailers. No
variations, modifications or changes herein or hereof shall
be binding upon any of the parties hereto unless set forth
in a written document duly executed by and on behalf of such
parties. This agreement shall insure to the benefit of and
be binding upon the undersigned parties and their respective
heirs, legal representatives, successors and assigns.
EXECUTED this 22nd day of February, 1996.
SELLER:
MAPCO NATURAL GAS LIQUIDS INC.,
a Delaware corporation
By: Xxxx X. Xxxxxxx
___________________________________
Xxxx X. Xxxxxxx
Vice President
BUYER:
PENN OCTANE CORPORATION
a Delaware corporation
By: Xxxx X. Xxxxxxx
___________________________________
Xxxx X. Xxxxxxx
President
XXXX OF SALE
KNOW ALL MEN BY THESE PRESENTS, THAT:
THIS XXXX OF SALE is executed this 22nd day of February, 1996,
by and between MAPCO Natural Gas Liquids Inc., a Delaware
corporation (hereinafter referred to as "Seller"), and
PENN OCTANE CORPORATION, a Delaware corporation (hereinafter
referred to as "Buyer"), with respect to the following asset(s):
Trailers:
Unit No. Model Serial No.
1. 00031 1967 Lubbock 56692
2. 00033 1967 Lubbock 56709
3. 00034 1972 Lubbock 58050
4. 00035 1981 Xxxxx 60900
5. 00036 1982 Xxxxx 61060
6. 00037 1982 Xxxxx 61064
7. 00038 1974 Lubbock 58592
8. 00039 1974 Lubbock 58637
9. 00040 1974 Lubbock 58636
10 00041 1972 Trinity 382716
11. 00042 0000 Xxxxxxx 445063
12. 00044 1969 Miss 67568
13. 00045 1972 Lubbock 58056
14. 00046 1972 Lubbock 58055
Seller desires to sell, assign, transfer, and convey to Buyer
all the respective rights and benefits of Seller in and to
the above described asset(s).
W I T N E S S E T H:
NOW THEREFORE, Seller, for and in consideration of the sum of
Ten Dollars ($10.00) and other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged,
does hereby grant, bargain, sell, convey, set over, assign
and transfer unto Buyer all of Seller's rights, titles,
interests, equities and estates in, to and under the above
described asset(s).
THE ASSET(S) BEING TRANSFERRED HEREUNDER IS/ARE BEING
TRANSFERRED IN ITS/THEIR PRESENT CONDITION AND LOCATION,
AS IS, WHERE IS, WITH ALL FAULTS, AND SELLER EXPRESSLY
DISCLAIMS AND NEGATES (I) ANY IMPLIED OR EXPRESS WARRANTY
OF MERCHANTABILITY, AND (II) ANY IMPLIED OR EXPRESS WARRANTY
OF FITNESS FOR PARTICIPATION PURPOSE. BUYER SHALL NOT BE
ENTITLED TO RECOVER FROM THE SELLER ANY CONSEQUENTIAL DAMAGES,
DAMAGES TO PROPERTY, DAMAGES FOR LOSS OF USE, LOSS OF TIME,
LOSS OF PROFITS, OR INCOME, OR ANY OTHER INCIDENTAL DAMAGES.
By acceptance hereof, Buyer agrees that to the extent required
to be operative, the disclaimers of warranties contained
herein are "conspicuous" disclaimers for purposes of any
applicable law, rule or order.
All of the covenants, terms and conditions set forth herein
shall be binding upon and shall inure to the benefit of the
Buyer and Seller and their respective successors, personal
representatives and assigns.
IT WITNESS WHEREOF, Seller has executed and delivered this
Xxxx of Sale as of the day and year first above written.
ASSIGNOR:
MAPCO NATURAL GAS LIQUIDS INC.,
a Delaware corporation
By: _____________________________________
ITS: _____________________________________
ASSIGNEE:
PENN OCTANE CORPORATION
a Delaware corporation
By: Xxxx X. Xxxxxxx
Xxxx X. Xxxxxxx
_____________________________________
ITS: President
_____________________________________
