Exhibit 10.3
PURCHASE AND SALE AGREEMENT
This PURCHASE AND SALE AGREEMENT (this "Agreement") is entered into effective as
of March 1, 2001, by and among COLORADO WYOMING RESERVE COMPANY, a Wyoming
corporation ("Seller"), whose address is 000 Xxxxxxx Xx., Xxxxx 000, Xxxxx
Xxxxxxxx XX 00000, and XXXXX ENERGY LLC, a California limited liability company
("Buyer"), whose address is 00000 Xxxxx Xxxxxxx, Xxxxxx, XX 00000.
A. Seller owns or has the right to own the mineral working interests, in and to
certain oil and gas leases covering approximately 63,828 acres of land located
in the Paradox Basin in San Xxxx Co, Utah, as described in EXHIBIT A attached
hereto and incorporated herein by this reference. Such leases and lands are
subject to the burdens identified in EXHIBIT A. Such leases and lands described
in EXHIBIT A, subject to the burdens identified in EXHIBIT A, may sometimes be
collectively referred to hereafter as the "Lease Acreage".
B. Seller has agreed to sell and assign and Buyer has agreed to purchase, for
the sum of sixty thousand dollars ($60,000.00) an undivided three percent of
eight-eighths (3.0% of 8/8ths) interest to all depths in the Lease Acreage,
described in EXHIBIT A subject to the burdens described therein.
C. This Agreement is made subject to any existing Agreements (other
"Agreements") and/or contracts including but not limited to that certain Farmout
Agreement dated effective September 22, 2000 between Buyer and Seller. Buyer and
Seller agree to adhere to all of the terms and conditions described under
said other Agreements. If there is a conflict between this Agreement and the
other Agreements, the other Agreements shall prevail.
D. Closing shall take place on April 30, 2001. Seller agrees at this time, to
execute and deliver to Buyer all necessary assignments on a mutually acceptable
form to carry out the intent of this Agreement, subject only to the burdens on
EXHIBIT A and other Agreements between and among the parties hereto
(collectively the "Assignments").
E. Buyer shall be entitled to record its' respective Assignments upon receipt
thereof.
F. Seller and Buyer agree to pay their proportionate share of all delay
rentals, shut in and/or royalty payments which may become due payable as of the
effective date of this Agreement.
G. Buyer or Seller shall not transfer or assign this Agreement without the prior
written consent of the other parties, and any such transfer or assignment
without prior written consent shall be null and void. Notwithstanding the
foregoing, a party may transfer or assign this Agreement to an entity that is an
affiliate of such party. The term "affiliate" shall mean a person or entity
that, now or hereafter, directly or indirectly, is controlled by, or is under
common control with, a specified party. A person or entity shall be deemed to
control another person or entity if such person or entity possesses, directly or
indirectly, the power to direct or cause the direction of the management
policies of such other person or entity, whether through the ownership of voting
securities, by contract or otherwise.
H. Seller warrants, by through and under Seller that, Seller has the lawful
authority to sell and convey its interest in the Lease Acreage to Buyer and that
the interest being assigned to
Buyer is free and clear of all liens, encumbrances burdens and defects of title,
and Seller has good and marketable title to the same, subject only to the items
specified in EXHIBIT A attached hereto.
I. Seller shall provide to Buyer all lease and contract files in its possession
material to the subject Lease Acreage, provided Seller shall not be responsible
for the accuracy of any such materials provided. Buyer, at its sole cost and
expense, shall obtain any additional data desired.
J. This Agreement shall be governed by and construed in accordance with the laws
of the State of Colorado, without regard to principals of conflicts of laws.
K. This Agreement shall be binding upon, and inure to the benefit of, the
respective administrators, successors and assigns of the parties.
L. Seller and Buyer shall execute and deliver all documents, provide all
information and take or forbear from all such action as may be necessary or
appropriate to achieve the purposes of this Agreement.
M. This Agreement may be executed in counterparts and all so executed shall
constitute one agreement, binding on all the parties hereto even if all the
parties are not signatories to the original or the same counterpart.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
SELLER:
COLORADO WYOMING RESERVE
COMPANY
By: /s/XXX X. XXXXXX
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Name: Xxx X. Xxxxxx
Title: President
BUYER:
XXXXX ENERGY LLC
By: /s/XXXXX XXXXX
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Name: Xxxxx Xxxxx
Title: CEO
