ASSIGNMENT, ASSUMPTION AND RATIFICATION AGREEMENT
Exhibit 10.25
ASSIGNMENT, ASSUMPTION AND RATIFICATION AGREEMENT
THIS ASSIGNMENT, ASSUMPTION AND RATIFICATION AGREEMENT (this “Agreement”) is made and entered into effective as of the 25th day of July, 2007 (the “Effective Date”), by and between AMVEST Osage, Inc. (the “Assignor”), and CEP Mid-Continent LLC (the “Assignee”).
WITNESSETH:
WHEREAS, Assignor desires to sell, assign and transfer to Assignee all of its interest, rights, duties and obligations under the Exploration and Development Agreement dated July 25, 2005, as amended, by and between Assignor and the Osage Tribe of Indians of Oklahoma (the “Exploration and Development Agreement”), and Assignee desires to accept said sale, assignment and transfer upon the terms and conditions hereinafter set forth;
NOW THEREFORE, in consideration of the premises and of the mutual covenants and agreements contained herein, and other good and valuable consideration. the receipt and sufficiency of which are hereby acknowledged, the parties hereto covenant and agree as follows:
1. Assignment. Assignor hereby sells, assigns and transfers to Assignee its interests, rights, duties and obligations under the Exploration and Development Agreement with respect to the interest and lands set forth in the Exploration and Development Agreement (the “Interests”).
2. Acceptance, Ratification and Indemnification. Assignee hereby accepts the foregoing sale, assignment and transfer and promises to faithfully perform all other covenants, stipulations, agreements and obligations under the Exploration and Development Agreement with respect to the interests and ratifies, adopts, and confirms the Exploration and Development Agreement to the same extent as if Assignee had executed the Exploration and Development Agreement. Assignee shall indemnify and save Assignor harmless from any and all obligations, claims, demands, actions, causes of action, suits, proceedings, damages, liabilities, costs or expenses of every nature whatsoever (collectively “Liabilities”) which relate to the Interests. The provisions of this Section 2 shall survive the performance of the terms and conditions of this Agreement.
3. Binding Effect. This Agreement shall become effective upon the execution and acknowledgement of all the parties hereto. This Agreement shall be binding upon the respective heirs, personal representatives, successors and assigns of the parties hereto. The parties hereto shall execute and deliver such further and additional instruments, agreements and other documents as may be necessary to evidence or carry out the provision of this Agreement.
4. Entire Agreement. This Agreement supersedes all previously made between the parties hereto relating to its subject matter. There are no other understandings or agreements between them.
5. Notices. All notices or other documents under this Agreement shall be in writing and delivered personally or mailed by certified mail, postage prepaid, addressed to the parties at the following addresses:
| Assignor: | AMVEST Osage, Inc. | |
| P0 Xxx 000 | ||
| Xxxxxxxx, XX 00000 | ||
| Attention: Xx. Xxxx Xxxxx, President | ||
| Facsimile No. (000) 000-0000 | ||
| Assignee: | CEP Mid-Continent LLC | |
| One Xxxxx Center | ||
| 000 Xxxxxx Xxxxxx, Xxxxx 0000 | ||
| Xxxxxxx, XX 00000 | ||
| Attention: Xxxxxxxxx Xxxxx | ||
| Facsimile No. (000) 000-0000 | ||
| If to the Tribe: | Osage Minerals Council | |
| Osage Nation | ||
| Tribal Administration Building | ||
| 000 Xxxxxxxxx Xxxxxx | ||
| Xxxxxxxx, Xxxxxxxx 00000 | ||
| Attn: Xx. Xxxxxx Xxxxxxx. Chairperson | ||
| Facsimile No. (000) 000-0000 | ||
| With a copy to: | Osage Agency | |
| Bureau of Indian Affairs | ||
| P.O. Box: 1539 | ||
| Xxxxxxxx, XX 00000 | ||
| Attention: Superintendent - Xxxxxxx Xxxxxx | ||
| Facsimile No. (000) 000-0000 | ||
6. Waiver. No party hereto shall be deemed to have waived the exercise of any right which it holds hereunder unless such waiver is made expressly and in writing (and, without limiting the generality of the foregoing, no delay or omission by any party hereto in exercising any such right shall be deemed a waiver of its future exercise). No such waiver made in any instance involving the exercise of any such right shall be deemed a waiver as to any other such instance, or any other such right.
7. Headings. Headings in this Agreement are for convenience only and shall not be used to interpret or construe its provisions.
8. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Oklahoma.
9. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
| ASSIGNOR | ||
| By: | /s/ Xxxxx X. Xxxxxxxxx | |
| Name: Xxxxx X. Xxxxxxxxx | ||
| Title: Vice President | ||
| ASSIGNEE | ||
| By: | /s/ Xxxxxx X. Xxxxx | |
| Name: | Xxxxxx X. Xxxxx | |
| Title: | Chief Financial Officer | |
| STATE OF TEXAS | § | |
| § | ||
| COUNTY OF XXXXXX | § |
This instrument was acknowledged before me on this 24th day of July, 2007 by Xxxx X. Xxxxxxxxx, as Vice President of AMVEST Osage, Inc., a Virginia corporation.
| /s/ Xxxxxxx X. Xxxxxxx |
| Notary Public |
| My Commission Expires: |
| May 11, 2009 |
| STATE OF TEXAS | § | |
| § | ||
| COUNTY OF XXXXXX | § |
This instrument was acknowledged before me on this 24th day of July, 2007, by as President of CEP Mid-Continent LLC, a Delaware limited liability company.
| /s/ Xxxxxxx X. Xxxxxxx |
| Notary Public |
| My Commission Expires: |
| May 11, 2009 |
| (SEAL) |
