EXHIBIT 10.39
MASTER
CONVEYANCE
XXXXX PETROLEUM COMPANY, a Mississippi corporation (herein called
"Grantor"), whose address is c/o Icahn Associates Corp., 000 Xxxxx Xxxxxx,
00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, for Ten Dollars and other good and
valuable considerations (the receipt and sufficiency of which is hereby
acknowledged), does hereby GRANT, BARGAIN, SELL, CONVEY, ASSIGN, TRANSFER, SET
OVER, and DELIVER unto XXXXXX PARTNERS, a New York general partnership, whose
address is c/o Icahn Associates Corp., 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx,
Xxx Xxxx 00000 (herein called "Grantee") the following described properties,
rights and interests (the "Assets"):
(a) All of Grantor's undivided right, title and interest in the sole
membership interest in Xxxxx National LLC, a Delaware limited liability
company.
TO HAVE AND TO HOLD the Assets unto Grantee, its successors and
assigns, forever.
THIS CONVEYANCE IS MADE WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY
KIND, ALL REPRESENTATIONS AND WARRANTIES BEING EXPRESSLY DISCLAIMED, EXCEPT
THAT GRANTOR WARRANTS AND AGREES TO DEFEND TITLE TO THE ASSETS AGAINST THE
LAWFUL CLAIMS AND DEMANDS OF ALL PERSONS CLAIMING THE SAME OR ANY PART THEREOF
BY, THROUGH, OR UNDER GRANTOR, BUT NOT OTHERWISE, AND SPECIFICALLY IN THIS
CONNECTION, BUT WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ALL EQUIPMENT,
OTHER PERSONAL PROPERTY, AND FIXTURES SOLD AND CONVEYED TO GRANTEE ARE SOLD AND
CONVEYED ON AN "AS IS" AND "WHERE IS" BASIS, AND GRANTOR EXPRESSLY DISCLAIMS ANY
AND ALL SUCH OTHER REPRESENTATIONS AND WARRANTIES. WITHOUT LIMITATION OF THE
FOREGOING, THE ASSETS SHALL BE CONVEYED PURSUANT HERETO WITHOUT ANY WARRANTY OR
REPRESENTATION, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, RELATING TO
THE CONDITION, QUANTITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, CONFORMITY
TO THE MODELS OR SAMPLES OF MATERIALS OR MERCHANTABILITY OF ANY EQUIPMENT OR ITS
FITNESS FOR ANY PURPOSE WITHOUT ANY OTHER EXPRESS, IMPLIED, STATUTORY OR OTHER
WARRANTY OR REPRESENTATION WHATSOEVER. GRANTEE SHALL HAVE INSPECTED, OR WAIVED
(AND UPON CLOSING SHALL BE DEEMED TO HAVE WAIVED) ITS RIGHT TO INSPECT, THE
ASSETS FOR ALL PURPOSES AND SATISFIED ITSELF AS TO THEIR PHYSICAL AND
ENVIRONMENTAL CONDITION, BOTH SURFACE AND SUBSURFACE, INCLUDING BUT NOT LIMITED
TO CONDITIONS SPECIFICALLY RELATED TO THE PRESENCE, RELEASE OR DISPOSAL OF
HAZARDOUS SUBSTANCES, SOLID WASTES, ASBESTOS OR OTHER MANMADE FIBERS OR
NATURALLY OCCURRING RADIOACTIVE MATERIALS ("NORM") IN, ON OR UNDER THE ASSETS.
GRANTEE IS RELYING SOLELY UPON ITS OWN INSPECTION OF THE ASSETS, AND GRANTEE
SHALL ACCEPT ALL OF THE SAME IN THEIR "AS IS, WHERE IS" CONDITION. ALSO WITHOUT
LIMITATION OF THE FOREGOING, GRANTOR MAKES NO WARRANTY OR REPRESENTATION,
EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AS TO THE ACCURACY OR COMPLETENESS OF
ANY DATA, REPORTS, RECORDS, PROJECTIONS, INFORMATION OR MATERIALS NOW,
HERETOFORE OR HEREAFTER FURNISHED OR MADE AVAILABLE TO GRANTEE IN CONNECTION
WITH THIS CONVEYANCE INCLUDING, WITHOUT LIMITATION, RELATIVE TO PRICING
ASSUMPTIONS, OR QUALITY OR QUANTITY OF HYDROCARBON RESERVES (IF ANY)
ATTRIBUTABLE TO THE ASSETS OR THE ABILITY OR POTENTIAL OF THE ASSETS TO
PRODUCE HYDROCARBONS OR THE ENVIRONMENTAL CONDITION OF THE ASSETS OR ANY OTHER
MATTERS CONTAINED IN THE PROPRIETARY DATA OR ANY OTHER MATERIALS FURNISHED OR
MADE AVAILABLE TO GRANTEE BY GRANTOR OR BY GRANTOR'S AGENTS OR REPRESENTATIVES.
ANY AND ALL SUCH DATA, RECORDS, REPORTS, PROJECTIONS, INFORMATION AND OTHER
MATERIALS (WRITTEN OR ORAL) FURNISHED BY GRANTOR OR OTHERWISE MADE AVAILABLE OR
DISCLOSED TO GRANTEE SHALL NOT CREATE OR GIVE RISE TO ANY LIABILITY OF OR
AGAINST GRANTOR AND ANY RELIANCE ON OR USE OF THE SAME SHALL BE AT GRANTEE'S
SOLE RISK TO THE MAXIMUM EXTENT PERMITTED BY LAW.
This conveyance is made with subrogation of Grantee as to any
representations and warranties heretofore made by others relative to the Assets.
IN WITNESS WHEREOF this Conveyance has been executed and delivered on
September 12, 2001, for all purposes, as of 7:00 a.m. local time at the
locations of the Assets, respectively on May 1, 2001.
GRANTOR:
XXXXX PETROLEUM COMPANY
By: /s/ XXXXXX X. XXXXXXX
----------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: President
GRANTEE:
XXXXXX PARTNERS
By: Astral Gas Corp, Partner
By: /s/ XXXXXX X. XXXXXXX
----------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: President
[Master Conveyance Xxxxx Petroleum Company - Xxxxxx Partners]
2
ACKNOWLEDGMENTS
STATE OF NEW YORK )
)
COUNTY OF NEW YORK )
Before me, the undersigned Notary Public in and for said County and
State on this day personally appeared Xxxxxx X. Xxxxxxx, to me personally known,
who, being by me fully sworn, did say that he is the President of Xxxxx
Petroleum Company, a Mississippi corporation, and that the foregoing instrument
was signed on behalf of the corporation as the free act and deed of the
corporation.
Given under my hand and official seal this 12th day of September, 2001.
/s/ XXXXXXX XXXXXX
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Notary Public in and for the State of New York
XXXXXXX XXXXXX
Notary Public, State of New York
No. 00-0000000
Qualified in Queens County
Commission Expires May 31, 0000
XXXXX XX XXX XXXX )
)
COUNTY OF NEW YORK )
Before me, the undersigned Notary Public in and for said County and
State on this day personally appeared Xxxxxx X. Xxxxxxx, to me personally
known, who, being by me fully sworn, did say that he is the President of Astral
Gas Corp., a Delaware corporation, and that the foregoing instrument was signed
on behalf of the corporation as the free act and deed of the corporation.
Given under my hand and official seal this 12th day of September, 2001.
/s/ XXXXXXX XXXXXX
----------------------------------------------
Notary Public in and for the State of New York
XXXXXXX XXXXXX
Notary Public, State of New York
No. 00-0000000
Qualified in Queens County
Commission Expires May 31, 2002
EXHIBIT A
XXXXX PETROLEUM COMPANY.
PROPERTIES CONTRIBUTED TO
NEG HOLDING LLC
MAY 1, 2001
