Exhibit 10.1
ASSET PURCHASE AGREEMENT
This Asset Purchase Agreement (the "Agreement") is entered into as of
October 23, 2007, between XXXXX ENERGY, a Nevada corporation, (hereinafter
referred to as "Xxxxx"), located at 0000 Xxxxxxxx Xxxxxx, Xxxxx 000,
Xxxxxxx, XX 00000 and NATIONAL FILING AGENTS, INC., a Nevada corporation,
(hereinafter referred to as "NFLA"), located at 0000 Xxxxxxxx Xxxx Xxx,
Xxxxx Xxx Xxxxx, XX 00000;
WHEREAS, Xxxxx Energy currently owns a 25.0% of the working interest in
the Oil, Gas and Mineral leasehold working interests ("Interests") located in
Xxxxxx County, Texas, described in Exhibit "A" hereto; and
WHEREAS, Xxxxx desires to sell, and NFLA desires to buy certain assets
of Xxxxx; and
NOW THEREFORE, in consideration of the mutual agreements,
representations and warranties in this Agreement, the parties agree as follows:
1. ASSETS PURCHASED. Subject to all other terms and conditions set forth
herein, on the Closing Date, Xxxxx shall sell, convey, transfer and assign to
NFLA and NFLA shall purchase from XXXXX those certain assets and Interests
which consist of all of Xxxxx' rights, title and interest in the oil, gas and
mineral leasehold interests described on Exhibit "A" attached hereto which
includes the xxxxx, oil and gas production equipment, and tanks located thereon
including, but not limited to, improvements, structures, facilities, pipelines,
personal property, equipment, and appurtenances located thereon and/or used in
connection therewith including all appurtenant contracts, rights, easements,
privileges and agreements and all of Xxxxx' net revenue interests in its
leasehold working interests.
2. PURCHASE PRICE. The purchase price for the Assets shall be: (1) 3,000,000
shares of NFLA's restricted common stock which shall be issuable upon the
closing;
3. XXXXX' REPRESENTATIONS AND WARRANTIES. XXXXX represents and warrants to
NFLA as follows:
X. XXXXX is a corporation duly organized, validly existing, and in good
standing under the laws of the State of Nevada. Xxxxx has all
requisite corporate power and authority to enter into this Agreement
and perform its obligations hereunder.
B. The execution, delivery, and performance of this Agreement has been
duly authorized and approved by the Board of Directors of Xxxxx, and
this Agreement constitutes a valid and binding Agreement of Xxxxx in
accordance with its terms.
X. Xxxxx has not employed any broker or finder in connection with the
transaction contemplated by this Agreement and has taken no action
that would give rise to a valid claim against any party for a brokerage
commission, finder's fee, or other like payment.
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X. XXXXX holds good and marketable title to the Assets and Interests,
described in Exhibit "A", free and clear of all restrictions, liens and
encumbrances.
X. XXXXX has not employed any broker or finder in connection with the
transactions contemplated by this Agreement, or taken action that would
give rise to a valid claim against any party for a brokerage
commission, finder's fee, or other like payment.
F. The execution and delivery of this Agreement by XXXXX and the
consummation of the contemplated transactions, will not result in the
creation or imposition of any valid lien, charge, or encumbrance on
any of the Assets, and will not require the authorization, consent,
or approval of any third party, including any governmental subdivision
or regulatory agency.
X. XXXXX has no knowledge of any claim, litigation, proceeding, or
investigation pending or threatened against XXXXX or its Assets that
might result in any material adverse change in the business or
condition of the Assets being conveyed under this Agreement.
H. None of the representations or warranties of XXXXX contain or will
contain any untrue statement of a material fact or omit or will omit
or misstate a material fact necessary in order to make statements in
this Agreement not misleading. XXXXX knows of no fact that has
resulted, or will result in a material change in the business,
operations, or assets of XXXXX.
4. REPRESENTATIONS OF NFLA. NFLA represents and warrants as follows:
A. NFLA is a corporation duly organized, validly existing, and in good
standing under the laws of the State of Nevada. NFLA has all requisite
corporate power and authority to enter into this Agreement and perform
its obligations hereunder.
B. The execution, delivery, and performance of this Agreement has been
duly authorized and approved by the Board of Directors of NFLA, and
this Agreement constitutes a valid and binding Agreement of NFLA in
accordance with its terms.
C. NFLA has not employed any broker or finder in connection with the
transaction contemplated by this Agreement and has taken no action
that would give rise to a valid claim against any party for a brokerage
commission, finder's fee, or other like payment.
D. None of the representations or warranties of NFLA contain or will
contain any untrue statement of a material fact or omit or will omit or
misstate a material fact necessary in order to make the statements
contained herein not misleading.
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6. COVENANTS OF XXXXX. XXXXX agrees that between the date of this Agreement
and the Closing Date, XXXXX will:
A. Continue to operate its business in the usual and ordinary course and
in substantial conformity with all applicable laws, ordinances,
regulations, rules, or orders, and will use its best efforts to
preserve the continued operation of its business with its customers,
suppliers, and others having business relations with XXXXX.
B. Not assign, sell, lease, or otherwise transfer or dispose of the
Assets, whether now owned or hereafter acquired, except in the normal
and ordinary course of business and in connection with its normal
operation.
C. Maintain all of the Assets their present condition, reasonable wear and
tear and ordinary usage excepted.
X. XXXXX will use its best efforts to effectuate the transactions
contemplated by this Agreement and to fulfill all the conditions of
the obligations of XXXXX under this Agreement, and will do all acts
and things as may be required to carry out their respective
obligations under this Agreement and to consummate and complete this
Agreement.
7. COVENANTS OF NFLA.
A. NFLA will use its best efforts to effectuate the transactions
contemplated by this Agreement and to fulfill all the conditions of
NFLA's obligations under this Agreement, and shall do all acts and
things as may be required to carry out NFLA's obligations and to
consummate this Agreement.
B. If for any reason the sale of Assets is not closed, NFLA will not
disclose to third parties any confidential information received from
XXXXX in the course of investigating, negotiating, and performing
the transactions contemplated by this Agreement.
8. CONDITIONS PRECEDENT TO NFLA'S OBLIGATIONS. The obligation of NFLA to
purchase the Assets is subject to the fulfillment, prior to or at the
Closing Date, of each of the following conditions, any one or portion
of which may be waived in writing by NFLA:
A. All representations and warranties made in this Agreement by XXXXX
shall be true, in all material respects, as of the Closing Date as
fully as though such representations and warranties had been made
on and as of the Closing Date, and, as of the Closing Date, XXXXX
shall not have violated or shall have failed to perform in any
material way, in accordance with any covenant contained in this
Agreement.
B. There shall have been no material adverse change in the manner of
operation of the XXXXX'x business prior to the Closing Date.
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C. At the Closing Date no suit, action, or other proceeding shall have
been threatened or instituted to restrain, enjoin, or otherwise prevent
the consummation of this Agreement or the contemplated transactions.
9. CONDITIONS PRECEDENT TO OBLIGATIONS OF XXXXX. The obligations of XXXXX to
Close this Agreement are subject to the fulfillment, prior to or at the
Closing Date, of each of the following conditions, any one or a portion
of which may be waived in writing by XXXXX:
A. All representations and warranties made in this Agreement by NFLA shall
be true as of the Closing Date as fully as though such representations
and warranties had been made on and as of the Closing Date, and NFLA
shall not have violated or shall not have failed to perform in
accordance with any covenant contained in this Agreement.
10. INDEMNIFICATION AND SURVIVAL. All representations and warranties made
in this Agreement shall survive the Closing of this Agreement, except
that any party to whom a representation or warranty has been made in
this Agreement shall be deemed to have waived any misrepresentation or
breach of representation or warranty of which such party had knowledge
prior to Closing. Any party learning of a misrepresentation or breach
of representation or warranty under this Agreement shall immediately give
written notice thereof to all other parties to this Agreement. The
representations and warranties in this Agreement shall terminate one
year from the Closing Date, and such representations or warranties shall
thereafter be without force or effect, except any claim with respect to
which notice has been given to the party to be charged prior to such
expiration date. XXXXX hereby agrees to indemnify and hold NFLA, it
successors, and assigns harmless from and against any and all damage or
deficiency resulting from any material misrepresentation, breach of
warranty or covenant, or nonfulfillment of any agreement on the part of
XXXXX under this Agreement.
11. CLOSING. This Agreement shall be closed on or before November 1, 2007, or
at such other time at such place that the parties may agree to in writing.
If Closing has not occurred on or prior to that time, then any party may
elect to terminate this Agreement. If, however, the Closing has not
occurred because of a breach of contract by one or more parties, the
breaching party or parties shall remain liable for breach of contract.
A. At the Closing and coincidentally with the performance by NFLA of its
obligations described herein, XXXXX shall deliver to NFLA the following:
1. A Xxxx of Sale for the Assets and all documents necessary to transfer
any titles to any asset purchased.
2. All other documents called for in this Agreement and such other
documents that NFLA and its counsel may reasonably require.
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B. At the Closing and coincidentally with the performance by XXXXX of its
obligations described herein, NFLA shall deliver to XXXXX the following:
1. The Shares or a copy of instructions to NFLA's transfer agent
instructing it to issue the aforementioned Shares.
2. All other documents called for in this Agreement and such other
documents that Xxxxx and its counsel may reasonably require.
12. GOVERNING LAW. This Agreement and any matters arising out of or related
to this Agreement will be governed by the laws of the State of Nevada.
If any action is brought among the parties with respect to this Agreement
or otherwise, by way of a claim or counterclaim, the parties agree that
in any such action, and on all issues, the parties irrevocably waive their
right to a trial by jury. Exclusive jurisdiction and venue for any such
action shall be the State Courts of North Carolina.
13. ENTIRE AGREEMENT. This Agreement contains the entire agreement among the
parties, and supersedes all prior agreements, representations and
understandings of the parties, relating to the subject matter of this
Agreement.
14. FURTHER ACTIONS. Each party agrees that after the delivery of this
Agreement it or he will execute and deliver such further documents and
do such further acts and things as another party may reasonably request
in order to carry out the terms of this Agreement.
15. AMENDMENT. No supplement to or amendment of this Agreement will be
binding unless executed in writing by XXXXX and NFLA.
16. SUCCESSORS AND ASSIGNS. This Agreement will be binding on, and will
inure to the benefit of, the parties and their respective successors
and assigns, and shall not confer any rights or remedies on any other
Persons.
17. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which will be deemed a valid, original agreement,
but all of which together will constitute one and the same instrument.
18. SEVERABILITY. If any provision of this Agreement or its application to
any Person or circumstances is held to be unenforceable or invalid by
any court of competent jurisdiction, its other applications and the
remaining provisions of this Agreement will be interpreted so as best
reasonably to effect the intent of the parties.
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19. ATTORNEYS' FEES. Each party will pay its or his own legal fees and
other expenses in connection with the preparation of this Agreement
and the sale of Assets in accordance with this Agreement. However, if
any legal action or other proceeding is brought for the enforcement of
this Agreement, or because or arising out of an alleged dispute, breach,
default or misrepresentation in connection with any of the provisions
of this Agreement, the prevailing party will be entitled to recover
reasonable attorneys fees and other costs incurred in that action or
proceeding, in addition to any other relief to which it or he may be
entitled.
20. NOTICES. All notices, requests, demands, and other communications
required or permitted hereunder will be in writing and will be deemed
to have been duly given when delivered by hand, by overnight courier,
or fax, or two days after being mailed by certified or registered mail,
return receipt requested, with postage prepaid:
If to NFLA: Xxxxxx X. Xxxxxxxxx, III, President
0000 Xxxxxxxx Xxxx Xxx
Xxx Xxxxx, XX 00000
Copy to: Xxxxxx X. Xxxx, Esq.
Law Offices of Xxxxxx X. Xxxx
000 X. Xxxxxxx Xxxx., Xxxxx 000
Xxx Xxxxx, XX 00000
If to XXXXX: Xxxxx Xxxxx, President
0000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
21. WAIVERS. Any provision of this Agreement may be waived at anytime by
the party entitled to the benefit thereof by a written instrument
executed by the party or by a duly authorized officer of the party.
No waiver of any of the provisions of this Agreement will be deemed,
or will constitute, a waiver of any other provision, whether or not
similar, nor will any waiver constitute a continuing waiver.
SIGNATURES
BUYER SELLER
NATIONAL FILING AGENTS, INC. XXXXX ENERGY, INC.
/s/ Xxxxxx X. Xxxxxxxxx, III /s/ Xxxxx Xxxxx
---------------------------- -----------------------------
Xxxxxx X. Xxxxxxxxx, III Xxxxx Xxxxx
President President
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Exhibit A
Xxxxxx County, Texas
T&P Ry Co Survey
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Lease ID: 00000-0000-00
Lessor: Xxxxxx Xxxx
Lessee: Xxxxxxx Xxxxxx
Legal Description: All of Sections 4 and 9, Block 31, T4N - T&P Ry Co Sy
Lse Date: 11/1/2005
Volume/Page: 295/635
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Lease ID: 00000-0000-00
Lessor: Xxxxxx Xxxxxxx Xxxx
Lessee: Xxxxxxx Xxxxxx
Legal Description: All of Sections 4 and 9, Block 31, T4N - T&P Ry Co Sy
Lse Date: 11/1/2005
Volume/Page: 295/638
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Lease ID: 00000-0000-00
Lessor: Xxxxx Xxxx XxXxxxx
Lessee: Xxxxxxx Xxxxxx
Legal Description: All of Sections 4 and 9, Block 31, T4N - T&P Ry Co Sy
Lse Date: 11/1/2005
Volume/Page: 295/641
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Lease ID: 00000-0000-00
Lessor: Xxxxxx Xxxxxx
Lessee: Xxxxxxx Xxxxxx
Legal Description: All of Xxxxxxx 0, Xxxxx 00, X0X - X&X Xx Xx Sy
Lse Date: 12/2/2005
Volume/Page: 295/644
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Lease ID: 00000-0000-00
Lessor: Xxxx Xxxxxxx Xxxxxx
Lessee: Xxxxxxx Xxxxxx
Legal Description: All of Xxxxxxx 0, Xxxxx 00, X0X - X&X Xx Xx Sy
Lse Date: 12/2/2005
Volume/Page: 295/649
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Lease ID: 00000-0000-00
Lessor: Xxxxxx X. Xxxxx & Xxxxxx X. Xxxxx
Lessee: Xxxxxxx Xxxxxx
Legal Description: All of Xxxxxxx 0, Xxxxx 00, X0X - X&X Xx Xx Sy
Lse Date: 12/5/2005
Volume/Page: 296/274
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Lease ID: 00000-0000-00
Lessor: Beaver Valley Ranch, Inc.
Lessee: Xxxxxxx Xxxxxx
Legal Description: N 358.4 Ac-Sec 44, S/2NW, S/2 Sec 45-Blk 31-T5N - T&P
Ry Co Sy
Lse Date: 1/25/2006
Volume/Page: 293/412 & 298/360
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Lease ID: 00000-0000-00
Lessor: Xxxxxx Xxxx Xxxxxxxx
Lessee: Xxxxxxx Xxxxxx
Legal Description: Xxx 0-Xxx 00, X0X & X/0 Xxx 00-Xxx 00 X0X - T&P Ry Co Sy
Lse Date: 1/16/2006
Volume/Page: 296/638
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Lease ID: 00000-0000-00
Lessor: Xxxxx Xxxxxxx Xxxxxxxxx
Lessee: Xxxxxxx Xxxxxx
Legal Description: Xxx 0-Xxx 00, X0X & X/0 Xxx 00-Xxx 00-X0X - T&P Ry Co Sy
Lse Date: 1/16/2006
Volume/Page: 296/635
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Lease ID: 00000-0000-00
Lessor: Buena Xxxxxxx Xxxxxx
Lessee: Xxxxxxx Xxxxxx
Legal Description: Xxx 0-Xxx 00, X0X & X/0 Xxx 00-Xxx 00-X0X - T&P Ry Co Sy
Lse Date: 1/26/2006
Volume/Page: 296/632
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Lease ID: 00000-0000-00
Lessor: Xxxxxxxxx Xxxxxx
Lessee: Xxxxxxx Xxxxxx
Legal Description: Xxx 0-Xxx 00, X0X & X/0 Xxx 00-Xxx 00-X0X - T&P Ry Co Sy
Lse Date: 1/16/2006
Volume/Page: 296/828
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Lease ID: 00000-0000-00
Lessor: Xxxxxxx Xxxxxxx
Lessee: Xxxxxxx Xxxxxx
Legal Description: Xxx 0-Xxx 00, X0X & X/0 Xxx 00-Xxx 00-X0X - T&P Ry Co Sy
Lse Date: 1/16/2006
Volume/Page: 296/825
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Lease ID: 00000-0000-00
Lessor: Xxx Xxxxxxx
Lessee: Xxxxxxx Xxxxxx
Legal Description: Xxx 0-Xxx 00, X0X & X/0 Xxx 00-Xxx 00-X0X - T&P Ry Co Sy
Lse Date: 1/16/2006
Volume/Page: 296/822
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Lease ID: 00000-0000-00
Lessor: Xxxxx Xxx Xxxxx
Lessee: Xxxxxxx Xxxxxx
Legal Description: Xxx 0-Xxx 00, X0X & X/0 Xxx 00-Xxx 00-X0X - T&P Ry Co Sy
Lse Date: 12/13/2005
Volume/Page: 296/654
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Lease ID: 00000-0000-00
Lessor: Xxxxxx Xxxx
Lessee: Xxxxxxx Xxxxxx
Legal Description: All of Xxxxxxx 00, Xxxxx 00, X-0-X - X&X Xx Xx Sy
Lse Date: 4/1/2006
Volume/Page: 296/650
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Lease ID: 00000-0000-00
Lessor: Xxxxxx Xxxxxxx Xxxx
Lessee: Xxxxxxx Xxxxxx
Legal Description: All of Xxxxxxx 00, Xxxxx 00, X-0-X - X&X Xx Xx Sy
Lse Date: 4/1/2006
Volume/Page: 296/616
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Lease ID: 00000-0000-00
Lessor: Xxxxx Xxxx XxXxxxx
Lessee: Xxxxxxx Xxxxxx
Legal Description: All of Xxxxxxx 00, Xxxxx 00, X-0-X - X&X Xx Xx Sy
Lse Date: 4/1/2006
Volume/Page: 296/618
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Lease ID: 00000-0000-00
Lessor: R. M. Livestock Ltd., W. D. (Xxxxx) Xxxxxxx Xx
Lessee: Xxxxxxx Xxxxxx
Legal Description: Xxx 00;00;X/0,XX Xxx 0-Xxx 00 - X0X - T&P Ry Co Sy
Lse Date: 3/7/2006
Volume/Page: 296/641
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Lease ID: 00000-0000-00
Lessor: Xxxxxxx X. Xxxxxxx
Lessee: Xxxxxxx Xxxxxx
Legal Description: Xxx 00;00;X/0,XX Xxx 0-Xxx 00 - X0X - T&P Ry Co Sy
Lse Date: 3/7/2006
Volume/Page: 296/628
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Lease ID: 00000-000-00
Lessor: Xxxxxxx Xxxxxxx
Lessee: Xxxxxxx Xxxxxx
Legal Description: Xxx 00;00;X/0,XX Xxx 0-Xxx 00 - X0X - T&P Ry Co Sy
Lse Date: 3/7/2006
Volume/Page: 296/624
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Lease ID: 00000-000-00
Lessor: Xxxxx Xxx Xxxxxxx
Lessee: Xxxxxxx Xxxxxx
Legal Description: Xxx 00;00;X/0,XX Xxx 0-Xxx 00 - X0X - T&P Ry Co Sy
Lse Date: 3/7/2006
Volume/Page: 296/620
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Lease ID: 00000-0000-00
Lessor: R. M. Livestock, Ltd.
Lessee: Xxxxxxx Xxxxxx
Legal Description: SW/4 Xxx 0-Xxx 00-X0X - X&X Xx Xx Sy
Lse Date: 3/7/2006
Volume/Page: 296/646
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Lease ID: 00000-0000-00
Lessor: Xxxxxx Xxxxxxxx, a widow
Lessee: Xxxxxxx Xxxxxx
Legal Description: E 120 acs of N220 acs of E/2 & S 100 acs of E/2 Sec 46-
Blk 31-5N - T&P Ry Co Sy
Lse Date: 10/11/2006
Volume/Page: 295/657
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Lease ID: 00000-0000-00
Lessor: Xxxxx Xx Xxxx
Lessee: Xxxxxxx Xxxxxx
Legal Description: E 120 acs of N220 acs of E/2 & S 100 acs of E/2 Sec 46-
Blk 31-5N - T&P Ry Co Sy
Lse Date: 10/11/2006
Volume/Page: 295/634 & 298/526
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Lease ID: 00000-0000-00
Lessor: Xxx Xxxx Lowrance
Lessee: Xxxxxxx Xxxxxx
Legal Description: E 120 acs of N220 acs of E/2 & S 100 acs of E/2 Sec 46-
Blk 31-5N - T&P Ry Co Sy
Lse Date: 9/28/2006
Volume/Page: 298/373
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Lease ID: 00000-0000-00
Lessor: Xxxxxxx Xxxx Xxxxx
Lessee: Xxxxxxx Xxxxxx
Legal Description: E 120 acs of N220 acs of E/2 & S 100 acs of E/2 Sec 46-
Blk 31-5N - T&P Ry Co Sy
Lse Date: 9/28/2006
Volume/Page: 298/369
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Lease ID: 00000-0000-00
Lessor: Xxxxx Xxx Xxxxxx
Lessee: Xxxxxxx Xxxxxx
Legal Description: E 120 acs of N220 acs of E/2 & S 100 acs of E/2 Sec 46-
Blk 31-5N - T&P Ry Co Sy
Lse Date: 9/28/2006
Volume/Page: 298/365
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Lease ID: 00000-0000-00
Lessor: Xxxxx Xxx Xxxxxx
Lessee: Xxxxxxx Xxxxxx
Legal Description: E 120 acs of N220 acs of E/2 & S 100 acs of E/2 Sec 46-
Blk 31-5N - T&P Ry Co Sy
Lse Date: 9/28/2006
Volume/Page: 298/377
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Lease ID: 00000-0000-00
Lessor: Xxxxx Xxxxxxxx
Lessee: Xxxxxxx Xxxxxx
Legal Description: E 120 acs of N220 acs of E/2 & S 100 acs of E/2 Sec 46-
Blk 31-5N - T&P Ry Co Sy
Lse Date: 3/1/2007
Volume/Page: 300/652
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Lease ID: 00000-0000-00
Lessor: Xxxx Xxxxxx Xxxxxxxx
Lessee: Xxxxxxx Xxxxxx
Legal Description: E 120 acs of N220 acs of E/2 & S 100 acs of E/2 Sec 46-
Blk 31-5N - T&P Ry Co Sy
Lse Date: 3/1/2007
Volume/Page: 300/200
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Lease ID: 00000-0000-00
Lessor: Xxxxxx, Xxxxxx Xxx Xxxx
Lessee: Xxxxxxx Xxxxxx
Legal Description: W 100 acs of N200 acs of X/0 Xxx 00, Xxx 00-0X - T&P
Ry Co Sy
Lse Date: 9/14/2006
Volume/Page: 299/174
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