Exhibit 10.1
PURCHASE AND SALE AGREEMENT
(OF OIL AND GAS PROPERTIES AND RELATED ASSETS)
BETWEEN HIGH PLAINS GAS, LLC AND DURAMAX HOLDINGS, LLC
INDEX
PURCHASE AND SALE AGREEMENT
(OF OIL AND GAS PROPERTIES AND RELATED ASSETS)
Section
1. The Properties
2. Purchase Price
3. Closing
4. Effective Date, Proration of Production and Expenses
5. Taxes
6. Indemnity
7. Representation and Warranties of Seller
7.1 Organization
7.2 Authority and Conflicts
7.3 Authorization
7.4 Enforceability
7.5 Title
7.6 Contracts
7.7 Limitations and Claims
7.8 Approvals and Preferential Rights
7.9 Compliance with Law and Permits
7.10 Status of Contracts
7.11 Production Burdens, Taxes, Expenses and Revenues
7.12 Pricing
7.13 Production Balances
7.14 Adverse Changes
7.15 Well Status
7.16 Equipment
7.17 Current Commitments
7.18 Accuracy of Representations
8. Representations by Buyer
8.1 Organization
8.2 Authority
9. Title and Other Examinations and Curative
10. Conditions
11. Transfer, Documentary Taxes, Commissions and Brokerage Fees
12. Further Assurance, Intent
13. Notices
14. Parties in Interest
15. Complete Agreement
16. Survival
17. Termination
PURCHASE AND SALE AGREEMENT
(of Oil and Gas Properties and Related Assets)
High Plains Gas, LLC (including CEP - M Purchase, LLC), as "Seller," and
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Duramax Holdings, LLC, as "Buyer," are entering into this Purchase and Sale
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Agreement (the "Agreement"), as evidence of Seller's agreement to sell, and
Buyer's agreement to buy the properties described in and subject to this
Agreement.
In consideration of the mutual covenants, conditions, and considerations
provided below, Buyer and Seller agree as follows:
1. THE PROPERTIES. Seller shall assign and convey to Buyer all of Seller's
interest in and to the following, all of which are collectively referred to in
this Agreement as (the "Properties"):
a. All of Seller's rights, title and interests (of whatever kind or
character, whether legal or equitable, and whether vested or contingent) in and
to the oil, gas and other minerals in and under and that may be produced from
the lands described in Exhibit "A" including, without limitation, interests in
oil, gas and/or mineral leases covering any part of the lands, overriding
royalty interests, production payments, and net profits interests in any part
of the lands or leases, fee royalty interests, fee mineral interests, and other
interests in oil, gas and other minerals in any part of the lands, whether the
lands are described in any of the descriptions set out in Exhibit "A" or by
reference to another instrument for description, even though the Seller's
interests may be incorrectly described in, or omitted from, Exhibit "A";
b. All right, title, and interests of Seller in all presently existing
and valid oil, gas and/or mineral unitization, pooling, and/or communitization
agreements, declarations, and/or orders and the properties covered or included
in the units (including, without limitation, units formed under orders, rules,
regulations, or other official acts of any federal, state or other authority
having jurisdiction, voluntary unitization agreements, designations, and/or
declarations, and any "working interest units" (created under operating
agreements or otherwise) which relate to any of the Properties described in
subparagraph a. above;
c. All rights, title and interests of Seller in all presently existing
and valid production sales (and sales related) contracts, operating agreements,
and other agreements and contracts which relate to any of the Properties
described in subparagraphs a. and b. above, or which relate to the exploration,
development, operation, or maintenance of the Properties or the treatment,
storage, transportation, or marketing of production from or allocated to the
Properties; and,
d. All rights, title and interests of Seller in and to all materials,
supplies, machinery, equipment, improvements, and other personal property and
fixtures (including, but not limited to the Properties, all xxxxx, wellhead
equipment, pumping units, flow lines, tanks, buildings, injection facilities,
salt water disposal facilities, compression facilities, gathering systems, and
other equipment), all easements, rights-of-way, surface leases, and other
surface rights, all permits and licenses, and all other appurtenances, used or
held for use in connection with or
related to the exploration, development, operation, or maintenance of any of the
Properties described in subparagraphs a. and b. above, or the treatment,
storage, transportation, or marketing of production from or allocated to the
Properties.
2. PURCHASE PRICE. Buyer shall deliver to Seller at Closing, the sum of
Five Million Three Hundred Thousand Dollars ($5,300,000.00) (the "Purchase
Price"), subject to the adjustment provided for below. Buyer shall deposit the
sum of One Hundred Thousand Dollars ($100,000) in Seller's attorney's Client
Trust Account on or before December 1, 2010, to be applied against the Purchase
Price at Closing. In the event the Closing does not occur by December 31, 2010
Buyer may request a refund of the original Deposit or the Buyer may request an
extension of the contract for 30 days at which time Buyer will deposit an
additional One Hundred Thousand Dollars ($100,000.00), non-refundable, to be
applied against the Purchase Price at Closing, and the original One Hundred
Thousand Dollar ($100,000.00) deposit will be considered non-refundable. In the
event the Closing does not occur prior to January 31, 20011, the Buyer shall
have the option to request an extension of the contract for 30 days and deposit
another One Hundred Thousand Dollars ($100,000.00), non-refundable, to be
applied against the Purchase Price at Closing. If additional time is requested
by the Buyer in order to close, the Seller requests a serious conversation.
3. CLOSING. The sale and purchase of the Properties (the "Closing") shall
be on December 18, 2010 (the "Closing Date") at Seller's offices in Gillette,
Wyoming, or such other place and time as Buyer and Seller shall mutually agree.
At Closing Seller shall deliver to Buyer executed assignments and instruments of
conveyance of the Properties in form similar to those attached as Exhibit "B"
and Buyer shall deliver to Seller the Purchase Price in the manner provided in
Section 2.
4. EFFECTIVE DATE, PRORATION OF PRODUCTION AND EXPENSES. The conveyance by
Seller shall be effective as of 7 a.m. local time, where the Properties are
located, on December 1, 2010 (the "Effective Date"). All production from the
Properties and all proceeds from the sale of production prior to the Effective
Date shall be the property of Seller. Seller shall be responsible for payment
of all expenses attributable to the Properties prior to the Effective Date.
Buyer shall be responsible for payment of all expenses attributable to the
Properties after the Effective Date. An accounting for net proceeds from
production less applicable expenses will be made according to a Settlement
Agreement in form and substance similar to the Agreement in Exhibit "C." In
addition to the adjustments made by the Agreement (Exhibit "C"), the Parties
acknowledge that Seller has prior to Closing made payment for the Bonding
required for the WOGCC, DEQ and BLM and Seller agrees to leave such Bonds in
place as they apply to and are required for the operation of The Properties for
at least one year. In the event that any State or Governmental agency does not
allow the Seller to maintain the bonds after the Closing then the Buyer agrees
to furnish the required bonds at the Buyers expense and release Sellers bonds.
In any event, prior to the first annual anniversary of the Closing, Buyer shall
secure its own bonding and cause Seller's bonds to be released.
5. TAXES. Seller shall be responsible for all taxes relating to the
Properties prior to the Effective Date. Buyer shall be responsible for all
taxes (exclusive of federal, state or local income taxes due by Seller) relating
to the Property from and after the Effective Date.
6. INDEMNITY. Seller shall indemnify and hold Buyer, its directors,
officers, employees, and agents harmless from and against any and all liability,
liens, demands, judgments, suits, and claims of any kind or character arising
out of, in connection with, or resulting from Seller's ownership of the
Properties, for all periods prior to the Effective Date. Seller shall remain
responsible for all claims relating to the drilling, operating, production, and
sale of hydrocarbons from the Properties and the proper accounting and payment
to parties for their interests and any retroactive payments, refunds, or
penalties to any party or entity, insofar as any claims relate to periods of
time prior to the Effective Date.
Buyer shall indemnify and hold Seller harmless from and against any and all
liability, liens, demands, judgments, suits, and claims of any kind or character
arising out of, in connection with, or resulting from Buyer's ownership of the
Properties, for periods from and after the Effective Date. Buyer shall be
responsible for all claims relating to the drilling, operating, production, and
sale of hydrocarbons from the Properties and the proper accounting and payment
to parties for their interests, and any retroactive payments, refunds, or
penalties to any party or entity as such claims relate to periods from and after
the Effective Date.
Buyer and Seller shall have the right to participate in the defense of any
suit in which one of them may be a party without relieving the other party of
the obligation to defend the suit.
7. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants
to Buyer as follows:
7.1. ORGANIZATION. Seller is a corporation duly organized, validly
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existing, and in good standing under the laws of the State of Wyoming. Seller
is qualified to do business in and is in good standing under the laws of each
state in which the Properties are located.
7.2. AUTHORITY AND CONFLICTS. Seller has full corporate power and
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authority to carry on its business as presently conducted, to enter into this
Agreement, and to perform its obligations under this Agreement. The execution
and delivery of this Agreement by Seller does not, and the consummation of the
transactions contemplated by this Agreement shall not: (a) violate, conflict
with, or require the consent of any person or entity under any provision of
Seller's Articles of Incorporation or bylaws or other governing documents; (b)
conflict with, result in a breach of, constitute a default (or an event that
with the lapse of time or notice or both would constitute a default) or require
any consent, authorization, or approval under any agreement or instrument to
which Seller is a party or to which any of the Properties or Seller is bound,
except as disclosed in Exhibit "A"; (c) violate any provision of or require any
consent, authorization, or approval under any judgment, decree, judicial or
administrative order, award,
writ, injunction, statute, rule, or regulation applicable to Seller; or, (d)
result in the creation of any lien, charge, or encumbrance on any of the
Properties.
7.3. AUTHORIZATION. The execution and delivery of this Agreement has
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been, and the performance of this Agreement and the transactions contemplated by
this Agreement shall be at the time required to be performed, duly and validly
authorized by all requisite corporate action on the part of Seller.
7.4. ENFORCEABILITY. This Agreement has been duly executed and
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delivered on behalf of Seller and constitutes the legal and binding obligation
of Seller enforceable in accordance with its terms, except as enforceability may
be limited by applicable bankruptcy, reorganization, or moratorium statues,
equitable principles, or other similar laws affecting the rights of creditors
generally ("Equitable Limitations"). At Closing, all documents and instruments
required to be executed and delivered by Seller shall be duly executed and
delivered and shall constitute legal, valid, enforceable, and binding
obligations of Seller, except as enforceability may be limited by Equitable
Limitations.
7.5. TITLE.
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7.5.1. Seller has Marketable title to the Property. For the purposes
of this Agreement, "Marketable Title" means such title that will enable Buyer,
as Seller's successor in title, to receive from each of the Properties at least
the "Net Revenue Interest" for the xxxxx identified on Exhibit "A" associated
with each of the Properties, without reduction, suspension, or termination
throughout the productive life of the xxxxx, except for any reduction,
suspension, or termination: (a) caused by Buyer, any of its affiliates
successors in title or assigns; (b) caused by orders of the appropriate
regulatory agency having jurisdiction over a Property that are promulgated after
the Effective Date and that concern pooling, unitization, communitization, or
spacing matters affecting a Property; (c) caused by any contract described in
Exhibit "A" containing a sliding-scale royalty clause or other similar clause
with respect to a production burden associated with a particular Property; or,
(d) otherwise set out in Exhibit "A." "Marketable Title" also means title that
will obligate Buyer, as Seller's successor in title, to bear no greater "Working
Interest" than the Working Interest for each of the xxxxx identified on Exhibit
"A" as being associated with each of the Properties, without increase throughout
the productive life of the xxxxx, except for any increase: (a) caused by Buyer,
any of its affiliates, successors in title or assigns; (b) that also results in
the Net Revenue Interest associated with the well being proportionately
increased; (c) caused by contribution requirements provided for under provisions
similar to those contained in the A.A.P.L. Form 610, Model Form Operating
Agreement; (d) caused by orders of the appropriate regulatory agency having
jurisdiction over a Property that are promulgated after the Effective Date and
that concern pooling, unitization, communitization, or spacing matters affecting
a particular Property; or, (e) otherwise set forth in Exhibit "A." "Marketable
Title" means the Properties are free and clear of all encumbrances, liens,
claims, easements, rights, agreements, instruments, obligations, burdens, or
defects (collectively the "Liens"), except for Permitted Encumbrances.
7.5.2. For the purposes of this Agreement, "Permitted Encumbrances"
means: (a) liens for taxes not yet delinquent; (b) lessor's royalties,
overriding royalties, reversionary interests, and similar burdens that do not
operate to reduce the Net Revenue Interest of Seller in any of the Properties to
less than the amount set forth on Exhibit "A"; (c) the consents and rights
described in Exhibit "A" insofar as such contracts and agreements do not operate
to increase the Working Interest of Seller or decrease the Net Revenue Interest
of Seller, as set forth on Exhibit "A," for any of the Properties.
7.5.3. Seller has good and defensible title, subject to the Permitted
Encumbrances, to all of the Properties.
7.6. CONTRACTS. Exhibit "A" contains a complete list of all contracts,
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agreements, undertakings (whether written or oral), and instruments that are not
described in any other Exhibit to this Agreement that constitute a part of the
Properties or by which the Properties are bound or subject. To the extent that
such contracts apply to both The Properties acquired by Buyer and other assets
retained by Seller, such as Firm Transportation Contracts, Seller will assign to
Buyer a pro-rata share of such pipeline capacity to allow Buyer to transport
their production.
7.7. LITIGATION AND CLAIMS. Except as is set forth on Exhibit "D," no
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claim, demand, filing, cause of action, administrative proceeding, lawsuit, or
other litigation is pending, or to the best knowledge of Seller, threatened,
that could now or later adversely affect the ownership or operation of any of
the Properties, other than proceedings relating to the industry generally and to
which Seller is not a named party. No written or oral notice from any
governmental agency or any other person has been received by Seller: (a)
claiming any violation or repudiation of all or any part of the Properties or
any violation of any law or any environmental, conservation or other ordinance,
code, rule or regulation; or, (b) require or calling attention to the need for
any work, repairs, construction, alterations, or installations on or in
connection with the Properties, with which Seller has not complied, or will be
able to comply as of the Closing.
7.8. APPROVALS AND PREFERENTIAL RIGHTS. Exhibit "E" contains a
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complete and accurate schedule of all approvals required to be obtained by
Seller for the assignment of the Properties to Buyer, and all preferential
purchase rights that affect the Properties.
7.9. COMPLIANCE WITH LAW AND PERMITS. The Properties have been
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operated in compliance with the provision and requirements of the applicable oil
and gas leases, and all laws, orders, regulations, rules, and ordinances issued
or promulgated by all governmental authorities having jurisdiction with respect
to the Properties. All necessary governmental certificates, consents, permits,
licenses, or other authorizations with regard to the ownership or operation of
the Properties have been obtained and no violations exist or have been recorded
in respect of such licenses, permits or authorizations. None of the documents
and materials filed with or furnished to any governmental authority with respect
to the Properties contains any untrue
statement of a material fact or omits any statement of a material fact necessary
to make the statement not misleading.
7.10. STATUS OF CONTRACTS. All of the Contracts and other obligations of
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Seller relating to the Properties are in full force and effect. Seller has no
knowledge of any other party being in breach of or default of the Contracts, to
the extent any breach or default has an adverse impact on any of the Properties.
To Seller's knowledge, no other party has given or threatened to give notice of
any default, inquired into any possible default, or taken action to alter,
terminate, rescind, or procure a judicial reformation of any Contract. Seller
does not anticipate any other party to a Contract will be in breach of, default
under, or repudiate any of its obligations of a Contract, to the extent such
breach, default, or repudiation will have an adverse impact on any of the
Properties.
7.11. PRODUCTION BURDENS, TAXES, EXPENSES AND REVENUES. All rentals,
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royalties, excess royalty, overriding royalty interests, and other payments due
under or with respect to the Properties have been properly and timely paid. All
ad valorem, property, production, severance, and other taxes based on or
measured by the ownership of the Properties or the production from the
Properties have been properly and timely paid. All expenses payable under the
terms of the Contracts identified in Exhibit "A" have been properly and timely
paid except for expenses currently paid, prior to delinquency, in the ordinary
course of business. All proceeds from the sale of production are being properly
and timely paid to Seller by the purchasers of production, without suspense.
7.12. PRICING. The prices being received for production do not violate any
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contract, law or regulation. Where applicable, all of the xxxxx and production
from the xxxxx have been properly classified under appropriate governmental
regulations.
7.13. PRODUCTION BALANCES. Except as described in Schedule 7.13., none of
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the purchasers under any production sales contracts are entitled to "makeup" or
otherwise receive deliveries of oil or gas at any time after the Effective Date
without paying, at such time, the full contract price for oil or gas. No person
is entitled to receive any portion of the interest of Seller in any oil or gas,
or to receive cash or other payments to "balance" any disproportionate
allocation of oil or gas under any operating agreement, gas balancing and
storage agreement, gas processing or dehydration agreement, or other similar
agreements.
7.14. ADVERSE CHANGES. Since the execution of this Agreement, the
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Properties, viewed as a whole, have not experienced any material reduction in
the rate of production, other than changes in the ordinary course of operations,
changes that result from depletion in the ordinary course of operations, and
changes that result from variances in markets for oil and gas production. None
of the Properties have suffered any material destruction, damage or loss.
7.15. WELL STATUS. There are no xxxxx located on the Properties that: (a)
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Seller is currently obligated by law or contract to plug and abandon; (b) Seller
will not be obligated by
law or contract to plug or abandon with the lapse of time or notice or both
because the well is not currently capable of producing in commercial quantities;
(c) are subject to exceptions to a requirement to plug and abandon issued by a
regulatory authority having jurisdiction over the Properties; or, (d) to the
best knowledge of Seller, have been plugged and abandoned but have not been
plugged in accordance with all applicable requirements of each regulatory
authority having jurisdiction over the Properties.
7.16. EQUIPMENT. Although the Seller believes the equipment constituting a
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part of the Properties is in good repair, working order, and operating
condition, and is adequate for the operation of the Properties, the Seller makes
no warranty, expressed or implied, as to the working condition of the equipment
and any and all equipment is sold as-is-where-is.
7.17. CURRENT COMMITMENTS. Exhibit "F" contains a true and complete list
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of: (a) all authorities for expenditure ("AFEs") and other oral or written
commitments to drill or rework xxxxx on the Properties or for capital
expenditures pursuant to any Contracts, that have been proposed by any person on
or after the Effective Date, whether or not accepted by Seller or any other
person; and, (b) all AFEs and oral or written commitments to drill or rework
xxxxx or for other capital expenditures pursuant to any Contracts, for which all
of the activities anticipated in AFEs or commitments have not been completed by
the date of this Agreement.
7.18. ACCURACY OF REPRESENTATION. No representation or warranty by Seller
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in this Agreement or any agreement or document delivered by Seller pursuant to
this Agreement contains an untrue statement of a material fact or omits to state
a material fact necessary to make the statements contained in any representation
or warranty, in light of the circumstances under which it was made, not
misleading. There is no fact known to Seller that materially and adversely
affects, or may materially and adversely affect the operation, prospects or
condition of any portion of the Properties that has not been identified in this
Agreement.
8. REPRESENTATIONS BY BUYER. Buyer represents to Seller that the following
statements are true and correct:
8.1. ORGANIZATION. Buyer is a Wyoming limited liability company duly
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organized, in good standing, and qualified to carry on its business in each
state in which the Properties are located, and has the power and authority to
carry on its business as presently conducted, to own and hold the Properties,
and to perform all obligations required by this Agreement.
8.2. AUTHORITY. Pursuant to its bylaws and certificate of
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organization, Buyer has the power and authority to acquire, own, and hold the
Properties and to perform the obligations required by this Agreement.
9. TITLE AND OTHER EXAMINATIONS AND CURATIVE.
9.1. Prior to Closing, Buyer shall examine title to the Properties at its
own expense. However, Seller shall make available to Buyer all of Seller's
title opinions, certificates of title, abstracts of title, title data, records
and files relating to the Properties (including without limitation all well
files and well logs) and information relating to the Properties as soon as
possible after the execution of this Agreement. Seller will, at Seller's
expense, use Seller's best efforts to promptly cure all title defects discovered
by Buyer and obtain all consents and waivers of preferential or other rights to
purchase from third parties and governmental authorities as in the opinion of
Buyer may be desirable or necessary to the conveyance, assignment, and transfer
to Buyer of the Properties. In the event title to the Properties is not
satisfactory, or if the Properties are otherwise not as represented, Buyer may,
at its option, either terminate this Agreement at any time on or before Closing,
or reduce the Purchase Price by an amount agreeable to both parties. Seller
shall promptly furnish Buyer a copy of all gas contracts, gas transportation and
treating agreements, operating agreements and all amendments to each, and
provide a schedule showing the status of any gas balancing, take or pay, or
other similar arrangements.
9.2. If Buyer's review and appraisal of the data, Contracts and
agreements reflects such data, Contracts, or agreements are materially
different, and that such difference results in a material difference in the
value of the Properties, from those assumed by Buyer at the time of itsoffer,
Buyer shall have the option to either terminate this Agreement without penalty
or request renegotiations of the Purchase Price, or agree to replacement with
other acreage acceptable to Buyer, to reflect the adverse changes. Except for
title matters, Buyer must exercise this option, if applicable, on or before
Closing, or any material differences shall be deemed waived, but without
prejudice to Buyer's other rights under this Agreement.
10. CONDITIONS. The consummation of the sale and purchase contemplated by
this Agreement will be subject to the following conditions:
10.1. The representations and warranties by Seller set forth in Section
7 shall be true and correct in all material respects as of the date when made
and as of the Closing.
10.2. There shall have been no material adverse change in the condition
of the Properties except depletion through normal production within authorized
allowables and rates of production, depreciation of equipment through ordinary
wear and tear, and other transactions permitted under this Agreement or approved
in writing by Buyer between the date of this Agreement and Closing.
10.3. All requirements made by Buyer with regard to title to the
Properties shall have been fully satisfied or waived by Buyer. All consents,
approvals and authorizations of assignments, and waivers of preferential rights
to purchase required by Buyer shall have been submitted to and approved by
Buyer.
10.4. Seller and Buyer understand and agree that if: (1) title to the
Properties is not satisfactory to Buyer; (2) Seller's actual interests in the
Properties is different than as represented by Seller and the difference causes
a diminution in Seller's net revenue interest of more than two (2%) of that
which Seller represents to own; (3) contracts, claims or litigation to which
Buyer takes exception are material; or, (4) Seller fails to comply with any of
the conditions set forth in this Agreement; Buyer may, at its option, either
terminate this Agreement at any time on or before Closing, or reduce the
Purchase Price by an amount agreeable to both parties or substitute property
acceptable to Buyer. However, any reduction in Seller's net revenue interests
below that which is represented in Exhibit "A" shall result in an automatic
reduction in the Purchase Price commensurate with the reduction in such net
revenue interest.
10.5. The parties shall have performed or complied with all agreements
and covenants required by this Agreement of which performance or compliance is
required prior to or at Closing.
10.6. All legal matters in connection with and the consummation of the
transactions contemplated by this Agreement shall be approved by counsel for
Buyer and there shall have been furnished by Seller such records and information
as Buyer's counsel may reasonably request for that purpose.
10.7. Notwithstanding anything to the contrary in this Agreement, at
Buyer's option, Buyer shall have the unilateral right to terminate this
Agreement not later than Closing if Buyer determines it does not have the
rights to obtain and maintain the rights to be Operator of the Properties
pursuant to existing Operating Agreements at Closing. Operations shall be
transferred from Seller to Buyer at Closing.
11. TRANSFER, DOCUMENTARY TAXES, COMMISSIONS, AND BROKERAGE FEES. Seller
shall pay and bear all documentary or transfer taxes resulting from this
transaction. No commission or brokerage fees will be paid by Buyer in
connection with this transaction. Seller will indemnify and hold Buyer harmless
from any claims of brokers or finders acting, or claiming to be have acted, on
behalf of Seller.
12. FURTHER ASSURANCES, INTENT. It is Seller's intent to convey to Buyer
all of Seller's interests, legal, beneficial, or equitable in the Properties.
Seller agrees to execute and deliver to Buyer all instruments, conveyances, and
other documents and to do such other acts not inconsistent with this Agreement
as may be necessary or advisable to carry out Seller's intent.
13. NOTICES. At notices and communications required or permitted under this
Agreement shall be in writing, delivered to or sent by U.S. Mail or Express
Delivery, postage prepaid, or by prepaid telegram, or facsimile addressed as
follows:
Seller: High Plains Gas, LLC; 000 X. Xxxxxxx Xxxx; Xxxxxxxx, XX 00000
Buyer: Duramax Holdings, LLC; X.X. Xxx 000; Xxxxxxxx, XX 00000
14. PARTIES IN INTEREST. This Agreement shall inure to the benefit of and
be binding upon Seller and Buyer and their respective successors and assigns.
However, no assignment by any party shall relieve any party of any duties or
obligations under this Agreement.
15. COMPLETE AGREEMENT. This Agreement constitutes the complete agreement
between the parties regarding the purchase and sale of the Properties. Where
applicable, all of the terms of this Agreement shall survive the Closing.
16. SURVIVAL. All representatives and warranties in this Agreement shall be
deemed conditions to the Closing. The representatives and warranties recited in
Section 7. shall not survive the Closing except for: (Identify those
Representations and Warranties that will Survive Closing.) All other terms of
Agreement shall survive the Closing, including, but not limited to, the
indemnification and hold harmless provisions contained in Section 6.
17. TERMINATION. Should either party terminate this Agreement pursuant to a
right granted in this Agreement to do so, the termination shall be without
liability to the other party, and the non-terminating party shall have no
liability to the terminating party.
HIGH PLAINS GAS, LLC, SELLER
by \s\ Xxxx Xxxxxxxxx
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Xxxx Xxxxxxxxx, Managing Member
DURAMAX HOLDINGS, LLC, BUYER
by \s\ Xxxxx Xxxxx
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Xxxxx Xxxxx, Authorized Agent
