JOINT OPERATING AGREEMENT SAWN LAKE AREA, ALBERTA
Exhibit
10.3
SAWN
LAKE AREA, ALBERTA
THIS
AGREEMENT made as of April 26, 2004.
AMONG:
MIKWEC
ENERGY CANADA LIMITED, a body corporate, having an office at the City of
Calgary, in the Province of Alberta (herein referred to as
“MIKWEC”)
OF
THE FIRST
PART
-
and
-
MAXEN
PETROLEUM INC. a body corporate, having an office at the City of Calgary, in
the
Province of Alberta (herein referred to as “MAXEN”)
OF
THE SECOND
PART
WHEREAS
MIKWEC and MAXEN acquired on April 23, 2004 certain interests in the Joint
Lands;
AND
WHEREAS the parties wish to provide for the manner of conducting operations
on
the Joint Lands.
NOW
THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual premises
and of the covenants contained herein, the parties agree each with the other
as
follows:
| 1. | INTERPRETATION |
|
(a)
|
In
this Agreement, unless the context otherwise requires, the
definitions
contained in clause 101 of the Operating Procedure shall apply,
and:
|
| (i) |
“Assignment
Procedure” means the 1993 CAPL Assignment Procedure as completed and
attached as Schedule “C”
|
| (ii) | “Effective Date” means April 23, 2004; |
| (iii) |
“Joint
Lands” means the lands described in Schedule “A” hereto, including where
the context requires the petroleum substances within, upon or
under such
lands, or any interest or interests in such lands from time to
time
remaining subject to this Agreement;
|
| (iv) |
“Operating
Procedure” means the Operating Procedure as completed and attached as
Schedule “B”, together with the Accounting Procedure as completed and
annexed thereto as Exhibit “A”
|
| (v) |
“Operator”
initially means MIKWEC, appointed as such in Clause 5 of
this Agreement;
|
|
|
| (vi) | “Participating Interest” means the percentage interest of a party set forth in Clause 4 of this Agreement; |
| (vii) | “Title Document” means the document of title set forth and described in Schedule “A” hereto and any renewal, extension or replacement thereof, including any leases selected from a license or reservation, insofar as they relate in each case to the Joint Lands; and |
1
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(b)
|
The
headings of the clauses of this Agreement and the Schedules are
inserted
for convenience of reference only and shall not affect the meaning
or
construction thereof.
|
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(c)
|
Whenever
the singular or masculine or neuter is used in this Agreement or
the
Schedules, the same shall be construed as meaning plural or feminine
or
body politic or corporate and vice versa as the context
requires.
|
|
(d)
|
In
the event of any conflict or inconsistency between the provisions
of this
Agreement and those of any Schedule, the provisions of this Agreement
shall prevail. If any term or condition of this Agreement conflicts
with a
term or condition of any Title Document, then such term or condition
of
such Title Document shall prevail and this Agreement shall be deemed
to be
amended accordingly with respect to such Title
Document.
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2.
|
SCHEDULES
|
The
following Schedules are attached to and are incorporated into this
Agreement:
|
(a)
|
Schedule
“A” which sets forth and describes the Joint Lands and the Title
Document;
|
|
(b)
|
Schedule
“B” which is the Operating Procedure together with the Accounting
Procedure annexed thereto as Exhibit “A”;
and
|
|
(c)
|
Schedule
“C” which is the Assignment
Procedure.
|
|
3.
|
TITLE
|
No
party
warrants title to its Participating Interest in the Title Document or the Joint
Lands but each party covenants that it has complied with the terms of the Title
Document to the extent necessary to keep it in full force and effect,
has good right, full power and authority to enter into this Agreement and
represents that it has not as of the Effective Date of this Agreement received
any notice of default in respect of any Title Document.
|
4.
|
PARTICIPATING
INTERESTS
|
Except
as
otherwise provided in the Operating Procedure, the parties shall bear all costs
and expenses paid or incurred under this Agreement and the Operating Procedure
and shall own the Title Document the Joint Lands, all xxxxx
thereon and information obtained therefrom and the equipment pertaining thereto
and the petroleum substances produced therefrom in accordance with the following
respective Participating Interests:
|
MIKWEC
|
80%
|
|
MAXEN
|
20%
|
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5.
|
APPOINTMENT
OF OPERATOR
|
MIKWEC
is
hereby appointed initial Operator and shall be responsible for the operation
and
development of the Joint Lands for the joint account and, subject to the terms
and provisions of this Agreement and the Operating
Procedure, shall have the sole and exclusive control and management of all
operations conducted pursuant to this Agreement. MIKWEC hereby accepts such
appointment as Operator. The Operator shall account for
the
Goods and Services Tax (Canada), pursuant to Subsection 273 (1) of the Excise
Tax Act, on all purchases and sales occurring on the Joint Lands.
|
6.
|
OPERATING
PROCEDURE
|
The
parties agree that the Operating Procedure as amended by this Agreement governs
the relationship of the parties hereto and applies to all operations conducted
in respect of the exploration, development and maintenance
of the Joint Lands for the production of petroleum substances.
2
|
7.
|
INFORMATION
TO JOINT-OPERATOR
|
In
addition to the information and data required to be provided to the
Joint-Operator by the Operator pursuant to the Operating Procedure, the
Operator, upon any well reaching total depth, shall supply the
Joint-Operator with
two (2) copies of a geological (factual) report containing:
|
(a)
|
final
summary of survey log formation
tops;
|
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(b)
|
detailed
drillstem test data, if applicable;
|
|
(c)
|
lithologic
core and sample report, if applicable;
and
|
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(d)
|
core,
water, gas or oil analyses, if
applicable.
|
|
8.
|
ENCUMBRANCES
ON INTEREST
|
If
the
interest of any party in the Joint Lands is now or hereafter shall become
encumbered by any security interest or by any royalty, production payment or
other charge of a similar nature, other than the royalties setforth
under
the
terms of the Title Document covering such lands or any compensatory royalty
payments, then such security interest, additional royalty, production payment
or
charge shall be charged to and paid entirely by
the
party
whose interest is or becomes thus encumbered. Any such encumbrance hereafter
made or granted by a party shall be expressly made subject to the rights of
the
other parties hereunder. In no event shall a party
hereto
acquiring an interest in such lands by virtue of the operation of any provision
of the body of this Agreement of the Operating Procedure (except Article XXIV
of
the Operating Procedure, where applicable) ever
be
required
to assume any part of such interest, royalty, payment or charge.
|
9.
|
NEW
ROYALTY APPLICATIONS
|
If
any
well on the Joint Lands is completed for the taking of production the Operator
shall be responsible for making timely application, on behalf of the parties,
pursuant to the Regulations, for new royalty status on any petroleum
substances and for any royalty holiday or abatement that may be applicable
to
operations hereunder.
|
10.
|
INCENTIVE
ASSISTANCE PROGRAM
|
Incentives
of any kind which are generated by operations on the Joint Lands by the parties
shall be allocated and shared in accordance with each party’s participation in
such operation.
|
11.
|
CONFIDENTIAL
INFORMATION
|
Notwithstanding
the Operating Procedure, a party may release information obtained in the course
of or as a result of operations on the Joint Lands to an industry scouting
association in which the party is a participant, or to
a
lawful governmental authority to the extent required by law, or to a stock
exchange on which a party’s shares are listed or traded to the extent required
by the rules of such exchange.
|
12.
|
TERM
OF AGREEMENT
|
This
Agreement is effective from the Effective Date and shall continue for the life
of any Title Document in which the parties hold their interest as provided
herein and any extensions or renewals of such Title Document whether
by production or otherwise and until final settlement of accounts has been
made
among the parties.
|
13.
|
ENTIRE
AGREEMENT
|
The
terms
of this Agreement express and constitute the entire Agreement among the parties.
No implied covenant or liability is created or shall arise by reason of this
Agreement or anything herein contained.
3
|
14.
|
COVENANTS
RUN WITH THE LAND
|
All
terms
and provisions of this Agreement shall run with and be binding upon the Joint
Lands during the term hereof.
|
15.
|
ENUREMENT
|
This
Agreement shall be binding upon and enure to the benefit of the parties hereto
and their respective successors and assigns.
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16.
|
LAWS
OF ALBERTA
|
Parties
agree that this Agreement shall for all purposes
be construed and interpreted according to the laws of the Province of Alberta,
and that the courts having jurisdiction with respect to matters relating to
this
Agreement shall be the courts of said Province, to the
jurisdiction of which courts the parties by their execution of this Agreement
do
hereby submit.
|
17.
|
COUNTERPART
EXECUTION
|
This
Agreement may be executed by the parties in counterpart and when each party
has
executed a counterpart, all counterparts taken together shall constitute
one
agreement.
4
IN
WITNESS WHEREOF The parties hereto have executed this Agreement as of the day
and year first above written.
|
MIKWEC
ENERGY CANADA LIMITED
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| |
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| By: | /s/ Xxx Xxxxxx | |
|
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||
| President | ||
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MAXEN
PETROLEUM INC.
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| |
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| By: | /s/ Xxx Xxxxxxxx | |
|
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| President | ||
This
is
page 1 of 1 execution page attached to and forming part of a Joint Operating
Agreement dated as of April 26, 2004 among MIKWEC ENERGY CANADA LTD. and MAXEN
PETROLEUM INC.
5
SCHEDULE
“A”
This
is
Schedule “A” attached to and forming part of a Joint Operating Agreement dated
as of April 26, 2004 among MIKWEC ENERGY CANADA LTD. and MAXEN PETROLEUM
INC.
THE
JOINT
LANDS
Oil
Sands Development Lease 7403070365
is
described as follows:
Township
91, Range 12: Sections 27, 28, 29, 30, 31, 32,
Township
91, Range 13: Sections 25, 26, 27, 35, 36
Oil
Sands
(Top of the Peace River to Base of the Pekisko) 100%
Covering
2816 hectares
Oil
Sands Development Lease 7403070367
is
described as follows:
Township
92, Range 13: Sections 1, 2, 10, 11, 12, 13, 14, 15, 22, 23, 24
Oil
Sands
(Top of the Peace River to Base of the Pekisko) 100%
Covering
2816 hectares
Oil
Sands Development Lease 7403070368
is
described as follows:
Township
92, Range 13: Sections 6, 7, 8, 9, 16, 17, 18, 19, 20, 21
Oil
Sands
(Top of the Peace River to Base of the Pekisko) 100%
Covering
2560 hectares
Oil
Sands Permit 7003040812
is
described as follows:
Township
91, Range 13: N1/2 Section 28, Sections 32, 33, 34
Township
92, Range 13: Sections 3, 4, 5
Oil
Sands
(Top of the Peace River to Base of the Pekisko) 100%
Covering
1664 hectares
Petroleum
& Natural Gas Lease 5495030101
is
described as follows:
Township
91, Range 13: N1/2 Section 28, Sections 32, 33, 34
Township
92, Range 13: Sections 3, 4, 5
Petroleum
& Natural Gas (From Surface to Basement) 100%
Covering
1664 hectares
TITLE
DOCUMENTS
Crown
Agreement Title # 7403070365
Fifteen
year term commencing July 9, 2003.
Crown
Agreement Title # 7403070367
Fifteen
year term commencing July 9, 2003.
Crown
Agreement Title # 7403070368
Fifteen
year term commencing July 9, 2003.
Crown
Agreement Title # 7003040812
Five
year
term commencing April 9, 2003.
Crown
Agreement Title # 5495030101
Five
year
term commencing March 3, 2003.
ENCUMBRANCES
Crown
Royalty payable to the Province of Alberta
A
six and
one half (6.5%) Gross Overriding Royalty (GOR) payable to Nearshore Petroleum
Corporation
6
SCHEDULE
“B”
This
is a
Summary Schedule “B” attached to and forming part of a Joint Operating Agreement
dated as of April 26, 2004 among MIKWEC ENERGY CANADA LTD. and MAXEN PETROLEUM
INC.
1990
CAPL
OPERATING AGREEMENT
|
CLAUSE
311 - Insurance Election:
|
A___
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B
x
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CLAUSE
604 - Marketing
Fee:
|
Ax
|
B
___
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CLAUSE
903 - Casing Point Election:
|
A
x
|
B
___
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CLAUSE
1007 - Penalty for Independent Operations:
1)
Development 400 %
2)
Exploratory 500 %
|
CLAUSE
903 - Casing Point Election:
|
180
days
|
|
CLAUSE
1010 (iv) - Well Preserving Title:
CLAUSE
2201 - Notice of Service:
MIKWEC
ENERGY CANADA LTD.
Xxxxx
0000
000
Xxxxxxx Xxxxx X.X.
Xxxxxxx,
Xxxxxxx
X0X
0X0
Attention:
Manager. Land Administration
Fax:
(000) 000-0000
MAXEN
PETROLEUM INC.
000
- 000
00xx
Xxxxxx
X.X.
Xxxxxxx,
Xxxxxxx
X0X
0X0
Attention:
Manager. Land Administration
Fax:
(403) XXX-XXXX
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CLAUSE
2401 - Disposition of Interests:
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Ax
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B
___
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CLAUSE
2404 - Recognition upon Assignment
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A
x
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B
___
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7
PASC
ACCOUNTING PROCEDURE - 1988
CLAUSE
105 (a) Operating Advances: 10%
CLAUSE
109 - Asset Records: replace with The
Operator shall maintain detailed asset records of Controllable Material and
other tangible assets as it may deem necessary to prevent the potential loss
or
under utilization of assets.
CLAUSE
110 - Approvals: 2 or more parties, 75%
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CLAUSE
202 - Labour
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b)
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(1)
shall not be be chargeable.
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(2)
shall not be chargeable.
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CLAUSE
203 - Employee Benefits: (b) Non-compulsory 25%
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CLAUSE
217 - Warehouse Handling:
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(1) 2.5%, $5,000 | |
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(2) 5% | |
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CLAUSE
302
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a)
For each Exploration Project
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1.
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5%
of the first $ 50,000.00
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2.
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3%
of the next $ 100,000.00
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3.
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1%
of the cost exceeding the sum of (1) and (2).
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b)
For each Drilling Well
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1.
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5%
of the first $ 50,000.00
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2.
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3%
of the next $ 100,000.00
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3.
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1%
of the cost exceeding the sum of (1) and (2).
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c)
For each Construction Project:
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1.
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5%
of the first $ 50,000.00
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2.
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3%
of the next $ 100,000.00
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3.
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1%
of the cost exceeding the sum of (1) and (2).
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d)
For Operating and Maintenance, per month:
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1.
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n/a
of the Cost of Operation and Maintenance of the Joint Property;
and
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2.
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$250
per producing well per month.
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3.
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n/a
flat rate...
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Rates in sub clauses d(2) and d(3) will not be adjusted
Article
IV Pricing of Joint Material Purchases, Transfers and Dispositions: $
35,000
CLAUSE
501 - Periodic Inventory: at its discretion but not less than five (5) year
intervals.
FEDERAL
GOODS AND SERVICES TAX (GST) ELECTION
Each
party authorizes the Operator to make the election jointly and account for
GST
under subsection 273(1) of the Excise Act.
8
SCHEDULE
“C”
This
is a
Summary Schedule “C” attached to and forming part of a Joint Operating Agreement
dated as of April 26, 2004 among MIKWEC ENERGY CANADA LTD. and MAXEN PETROLEUM
INC.
ASSIGNMENT
PROCEDURE CAPL - 1993
Attached
to and forming part of the Agreement dated April 26, 2004
BETWEEN(AMONG)
MIKWEC
ENERGY CANADA LTD.
MAXEN
PETROLEUM INC.
ARTICLE
I
DEFINITIONS
| 1.01 | In this Assignment Procedure, the following terms, when capitalized, - shall have the meaning assigned to each below: | |
|
a)
|
“Affiliate”
- for the purposes of this Assignment Procedure, means a corporation
or
partnership that is affiliated with the party in respect of which
the
expression is being applied, and, for the purpose of this definition
a
corporation or partnership is affiliated with another corporation
or
partnership if it directly or indirectly controls or is controlled
by that
other corporation or partnership, and for the purpose of determining
whether a corporation or partnership is so controlled, it shall
be deemed
that:
|
|
|
(i) |
a
corporation is directly controlled by another corporation or partnership
if the shares of the corporation to
which
are attached more than 50% of the votes that may be cast to elect
directors of the corporation are beneficially owned by that other
corporation or partnership and the votes attached to those shares
are
sufficient, it exercised, to elect a majority of the directors
of the
corporation;
|
| (ii) | a partnership is directly controlled by a corporation or other partnership if that corporation or partnership beneficially owns more than a 50% interest in the partnership; |
| (iii) | a corporation or partnership is indirectly controlled by another corporation or partnership if control, as defined above, is exercised through one or more other corporations or partnerships. |
|
Where
two or more corporations or partnerships are affiliated at the
same time
with the same corporation or partnership, they shall be deemed
to be
Affiliates of each other.
|
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(b)
|
“Agreement”
- means the agreement to which this Assignment Procedure is attached
and
made a part.
|
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(c)
|
“Assigned
Interest” - means the interest in the Agreement which is the subject of an
assignment and which is specified in a Notice of Assignment, but
shall not
include rights of the Assignor as operator.
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(d)
|
“Assignee”
- means the entity named in a Notice of Assignment as the
Assignee.
|
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(e)
|
“Assignment
and Novation Agreement” - means an agreement by all parties to the
Agreement and a party to whom an interest in the Agreement has
been
assigned where:
|
9
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(i)
|
the
assignee assumes the duties and obligations of the assignor for
the
Assigned Interest; and
|
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(ii)
|
the
assignor is released from its duties for the Assigned Interest;
and
|
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(iii)
|
the
assignee is substituted as a party to the Agreement in the place
of the
assignor to the extent of the Assigned
Interest.
|
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(f)
|
“Assignor”
- means the party to the Agreement named in a Notice of Assignment
as the
Assignor.
|
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(g)
|
“Binding
Date” - means the first day of the second calendar month following the
month in which the Notice of Assignment is served in accordance
with
Article IV below.
|
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(h)
|
“Notice
of Assignment” - means a notice in the form entitled Notice of Assignment
attached hereto as Appendix A.
|
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(i)
|
“Third
Party” - means the parties to the Agreement who are not the
Assignor.
|
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(j)
|
“Transfer
Date” - means the effective date of the transfer of the Assigned Interest,
as specified in the Notice of Assignment.
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1.02
|
In
this Assignment Procedure, when a numbered clause or Article is
referred
to, that clause or Article is
of this Assignment Procedure.
|
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10
ARTICLE
II
APPLICATION,
CONDITIONS AND FORM OF NOTICE
2.01(a)
A
Notice of Assignment issued in accordance with this Assignment Procedure shall
be used in place of an Assignment and Novation Agreement for assignments where
the Agreement:
| (i) |
requires
parties to use; or
|
| (ii) |
entitles
parties to request; or
|
| (iii) |
is
silent as to the right of any party to
request;
|
an
Assignment and Novation Agreement.
|
(b)
|
The
Notice of Assignment shall be in the form indicated in Appendix
A and
shall be executed by the Assignor and the Assignee.
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2.02
|
If
there is a conflict between the Assignment Procedure and the provisions
of
the Agreement, the Assignment
Procedure shall prevail.
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2.03
|
If
the Agreement requires each Third Party’s consent to an assignment but
does not specify a time within which each Third Party shall respond
or
shall be deemed to have responded, then consent of each Third Party
to an
assignment shall be deemed if it fails to reply within 20 days
of receipt
of a written request for consent.
|
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2.04
(a)
|
If
the Agreement is silent regarding rights of first refusal or consent
from
Third Party which relates to an Assigned Interest, then Assignor
shall, by
notice pursuant to Article
IV:
|
|
(i)
|
advise
Third Party of:
|
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| a. | its intention to make the disposition; |
| b. |
a
description of the Assigned Interest;
and
|
| c. |
the identity of the proposed Assignee,
and
|
|
(ii)
|
request Third Party’s written consent to such disposition, which consent shall not be unreasonably withheld. | |
Consent
of each Third Party shall be deemed if it fails to reply to Assignor within
20
days of receipt of the written
request for consent.
(b)
Clause 2.04 (a) shall not apply in the following instances, namely:
|
(i)
|
an assignment made by way of security for present or future indebtedness, or liabilities (whether contingent, direct or indirect and whether financial or otherwise), the issuance of the bonds or debentures of a corporation. of the performance of the obligations of a guarantor under a guarantee, provided that in the event the security is enforced by a sale or foreclosure. Clause 2.04 (a) shall apply; or | |
|
(ii)
|
an assignment to an Affiliate, or in consequence of a merger or amalgamation with another corporation or pursuant to an assignment made by a party of its entire interest in the Agreement to a corporation in return for shares in that corporation or to a registered partnership in return for an interest in that partnership; or | |
11
|
(iii)
|
an assignment is required within the terms of the Agreement (such as, but not limited to, abandonment, forfeiture or surrender). | |
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2.05
|
An assignment of an Assigned Interest shall (subject to Clause 2.06)
be
effective against Third Party on the Binding Date
if:
|
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(a)
|
all
prohibitions, limitations or conditions (such as, but not limited
to, a
right of first refusal or a requirement for prior consent from Third
Party) applying to the Assigned Interest have been complied with
and
satisfied pursuant to the Agreement, or waived by Third Party, including,
if applicable, compliance with Clauses 2.03 and 2.04;
and
|
| (b) | following compliance with Clause 2.05(a), a Notice of Assignment is served on Third Party in accordance with Article IV. |
|
2.06
(a)
|
A Third Party who objects to the Notice of Assignment on the basis of a failure to comply with Clause 2.05 may, prior to the Binding Date, notify (pursuant to Article IV) Assignor and Third Party of its objections. |
|
(b)
|
If
a notice of objection is served pursuant to Clause 2.06(a), the Notice
of
Assignment to which the notice of objection relates will be of no
effect.
|
| (c) | If a Third Party does not object pursuant to Clause 2.06(a), the Notice of Assignment will be effective for purposes of Article 11\, but each Third Party will retain all other rights or remedies arising as a consequence of the failure of Assignor to comply with Clause 2.05, including (without limitation), rights to seek damages for breach of the Agreement and rights to seek specific performance of a right of first refusal. |
12
ARTICLE
III
ASSIGNMENT,
ASSUMPTION AND DISCHARGE BY NOTICE
|
3.01
|
If
a Notice of Assignment has become effective in accordance with
Clauses
2.05 or 2.06, then Assignor, Assignee and Third Party shall have
agreed
that:
|
|
|
(a)
|
Subject
to Clause 3.01 (d), Assignor and Assignee shall have acknowledged
and
represented that the Assignor has transferred, assigned and conveyed
the
Assigned Interest to Assignee as of the transfer Date.
|
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(b)
|
Subject
to Clause 3.01(d), Assignee shall replace Assignor as a party to
the
Agreement with respect to the Assigned Interest on and after the
Transfer
Date.
|
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(c)
|
Only
insofar as Third Party is concerned, notwithstanding the terms
and
provisions in the “Transfer Agreement” referenced in the Notice of
Assignment:
|
|
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(i)
|
Subject
to Clause 3.01 (d), Assignee shall assume and be bound by, observe
and
perform all terms, obligations and provisions in the Agreement
with regard
to the Assigned Interest at all times on or after the Transfer
Date;
and
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(ii)
|
Assignor
shall retain and be entitled to all rights, benefits and privileges
under
the Agreement with respect to the Assigned Interest at all times
prior to
the Transfer Date; and
|
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(iii)
|
Subject
to Clause 3.01 (d), Assignee shall assume and be entitled to all
rights,
benefits and privileges under the Agreement with respect to the
Assigned
Interest at all times on and after the Transfer
Date.
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(d)
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In
all matters relating to the Assigned Interest subsequent to the
Transfer
Date and prior to the Binding Date, Assignor acts as trustee for
and duly
authorized agent of Assignee, and Assignee, for the benefit of
Third
Party, ratifies, adopts and confirms all acts or omissions of the
Assignor
in such capacity as trustee and agent. Third Party agrees to recognize
and
accept Assignor as trustee and agent for Assignee.
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(e)
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On
and after the Transfer Date, Third Party:
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(i)
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releases
and discharges Assignor from the observance and performance of
all terms
and covenants of the Agreement and all obligations and liabilities
which
arise or occur on or after the Transfer Date under the Agreement
with
respect to the Assigned Interest; and
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(ii)
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does
not release and discharge Assignor from any obligation or liability
which
had arisen or accrued prior to the Transfer Date or which does
not relate
to the Assigned Interest.
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(f)
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Subject
to the terms and provisions of the “Transfer Agreement” referenced in the
Notice of Assignment, Assignee on and after the Transfer
Date:
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(i)
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releases
and discharges Assignor from the observance and performance of
all terms
and covenants of the Agreement and all obligations and liabilities
which
arise or occur on or after the Transfer Date under the Agreement
with
respect to the Assigned Interest; and
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(ii)
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does
not release and discharge Assignor from any obligation or liability
which
had arisen or accrued prior to the Transfer Date or which does
not relate
to the Assigned Interest.
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(g)
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The
address of Assignee for the purposes of the Agreement and the serving
of
notices under it shall be the address stated for Assignee in the
Notice of
Assignment.
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(h)
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The
Agreement shall continue in full force and effect from and after
the
Transfer Date with Assignee made a party thereto to the extent
of the
Assigned Interest, subject to Clause 3.01(d). The Agreement is
amended as
necessary to give effect to the Notice of Assignment and, as so
amended,
is ratified and confirmed by each party.
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3.02
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In
no event shall errors, inaccuracies or misdescriptions in a Notice
of
Assignment have any effect on the Third Party or the interests
of Third
Party in the Agreement, even if Third Party has knowledge of an
error,
inaccuracy or misdescription.
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3.03
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Assignor
and Assignee shall be solely responsible for any adjustment between
themselves with respect to the Assigned Interest as to revenues,
benefits,
costs, obligations or indemnities which accrue prior to Binding
Date.
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13
ARTICLE
IV
SERVICE
OF NOTICES
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4.01
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All
notices and Notices of Assignment (herein called “notices”) required or
permitted by the terms of this Assignment Procedure shall be in
writing,
subject to the provisions of this Article. This Article applies
only to
notices served pursuant to this Assignment Procedure. Any notice
to be
given under this Assignment Procedure shall be deemed to be served
properly if served in any of the following modes:
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(a)
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personally,
by delivering the notice to the party on whom it is to be served
at that
party’s address for service. Personally served notices shall be deemed
received by the addressee when actually delivered as aforesaid,
if such
delivery is during normal business hours, on any day other than
a
Saturday, Sunday or statutory holiday. If a notice is not delivered
during
normal business hours, such notice shall be deemed to have been
received
by such party at the commencement of the day next following the
date of
delivery, other than a Saturday, Sunday or statutory holiday;
or
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(b)
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by
telecopier or telex (or by any other like method by which a written
and
recorded message may be sent) directed to the party on whom it
is to be
served at that party’s address for service (however, an original executed
copy of a Notice of Assignment shall subsequently be provided to
all
addressees without delay). A notice so served shall be deemed received
by
the respective addressees:
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(i)
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when
actually received by them, if received within the normal business
hours on
any day other than a Saturday, Sunday or statutory holiday;
or
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(ii)
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at
the commencement of the next ensuing business day following transmission
thereof if such notice is not received during such normal business
hours;
or
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(c)
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by
mailing it first class (air mail if to or from a location outside
of
Canada) registered post, postage prepaid, directed to the party
on whom it
is to be served at that party’s address for service. Notices so served
shall be deemed to be received by the addressees at noon, local
time, on
the earlier of the actual date of receipt or the fourth (4th) day
(excluding Saturdays, Sundays and statutory holidays) following
mailing.
However, if postal service is interrupted or operating with unusual
or
imminent delay, notice shall not be served by such means during
such
interruption or period of delay.
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4.02
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The
addresses for service of a notice pursuant to this Assignment Procedure
shall be as set out (and amended from time to time) in the
Agreement.
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00
XXXX
-
0000
(Xxxxxxxx
A to the 1993 CAPL ASSIGNMENT PROCEDURE)
NOTICE
OF
ASSIGNMENT
___________________________________
___________________________________
___________________________________
(For
reference only: general land description)
WHEREAS,
by agreement (“Transfer Agreement”) dated this ___ day of
__________________,200_, ________________________(full
name
of Assignor[s]),
as
Assignor, transferred and conveyed effective on __day of _______________,200_,
(“Transfer Date”) an interest in property as more fully described below to
___________________________(full
name
of Assignees [s]),
as
Assignee; and
WHEREAS,
Assignor and one or more parties (“Third Party”) are subject to and bound by
that certain _______________________
agreement dated__day of _____________,200_, made between, by or
among
_____________________________________________________________________________________
as
may
have been amended, affecting the land or property therein described (“Master
Agreement”); and
WHEREAS,
in accordance with the terms and provisions of the Master Agreement, Assignor
and
Assignee
intend to serve notice to Third Party to the Master Agreement of the transfer
and conveyance as described in the Transfer Agreement
NOW,
THEREFORE, THIS NOTICE OF ASSIGNMENT WITNESSES THAT in consideration of the
mutual advantages
to the parties hereto, notice is hereby given, as follows:
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1.
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Assignor
(specify proportions if more than one
Assignor):
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2
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Assignee
(specify proportions if more than one Assignee and include address
for
service of notice pursuant to Master
Agreement):
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15
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3.
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Current
Third Party to Master
Agreement:
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4.
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Assigned
Interest: (Check A or B below):
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_____A. Transfer
Agreement covers ______% of Assignor’s entire undivided right, title and
interest in the Master Agreement but shall not include rights of the Assignor
as
operator (“Assigned Interest”); OR
_____B. Transfer
Agreement covers a portion of Assignor’s right, title and interest in the Master
Agreement but shall not include rights of the Assignor as operator (“Assigned
Interest”). In the event Alternative B is checked, the following is the legal
description of all lands and interests transferred and conveyed in the Transfer
Agreement (attach schedule if more space is needed):
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5.
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Subject
to Clause 7 of this Notice of Assignment, Assignor and Assignee,
in
accordance with the terms of the Transfer Agreement, acknowledge
that:
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(i)
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Assignor has transferred and conveyed the Assigned Interest to the Assignee as of the Transfer Date; and | |
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(ii)
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Assignee agrees to replace Assignor, on and after the Transfer Date, as a party to the Master Agreement with respect to the Assigned Interest; and | |
| (iii) | Assignee agrees to be bound by and observe all terms, obligations and provisions in the Master Agreement with respect to the Assigned Interest on and after the Transfer Date. |
16
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6.
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Subject
to the terms and provisions of the Transfer Agreement, Assignee on
and
after the Transfer
|
|
Date:
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(i)
|
discharges and releases the Assignor from the observance and performance of all terms and covenants in the Master Agreement and any obligations and liabilities which arise or occur under the Master Agreement with respect to the Assigned Interest, and | |
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(ii)
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does not release and discharge the Assignor from any obligation or liability which had arisen or accrued prior to the Transfer Date or which does not relate to the Assigned Interest. |
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7.
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Assignee
and Assignor agree that in all matters relating to the Master Agreement
with respect to the Assigned Interest, subsequent to the Transfer
Date and
prior to the Binding Date, Assignor acts as trustee for and duly
authorized agent of the Assignee and Assignee, for the benefit of
the
Third Party, ratifies, adopts and confirms all acts or omissions
of the
Assignor in such capacity as trustee and
agent.
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9.
|
This
Notice of Assignment shall become binding on all parties to the Master
Agreement on the first day of the second calendar month following
the
month this notice is served on Third Party in accordance with the
terms of
the Master Agreement (“Binding Date-). In addition, Assignor and Assignee
agree that they shall be solely responsible for any adjustment between
themselves with respect to the Assigned Interest as to revenues,
benefits,
costs, obligations or indemnities which accrue prior to the Binding
Date.
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9.
|
Assignor
represents and certifies that this Notice of Assignment and its service
are in compliance with all the terms and provisions of the Master
Agreement.
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IN
WITNESS WHEREOF this Notice of Assignment has been duly executed by the Assignor
and Assignee on the date indicated for each below:
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Assignor
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Assignee
|
|||
|
Per:
|
Per:
|
|||
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Per:
|
Per:
|
|||
|
Date:
|
Date:
|
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17
