PURCHASE AND SALE AGREEMENT BETWEEN SOAM OIL & GAS INVESTMENTS, LLC AS SELLER AND INFORM WORLDWIDE HOLDINGS, INC. AS PURCHASER DATED AS OF JUNE 14, 2007
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BETWEEN
XXXX
OIL & GAS INVESTMENTS, LLC
AS
SELLER
AND
INFORM
WORLDWIDE HOLDINGS, INC.
AS
PURCHASER
DATED
AS OF JUNE 14, 2007
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THIS
PURCHASE AND SALE AGREEMENT (the "Agreement"), dated as of June 14,
2007, is made and entered into by and between Xxxx Oil & Gas Investments,
LLC, a Texas limited liability company ("Seller"), whose address is 0000 Xxxxx
Xxxxxx, Xxxxxxx Xxxxx, XX 00000, and Inform Worldwide Holdings, Inc., a Florida
corporation ("Purchaser"), whose address is 0000 Xxxxx Xxxxx Xxxxxx Xxxxxxx,
Xxxxx 000, Xxxxxxxxx, XX 00000.
RECITALS:
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A.
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Seller
owns certain Assets (as defined
below);
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B.
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Certain
of the Assets are owned by Seller pursuant to a certain definitive
agreement (the “Xxxxx Definitive Agreement”). Such Assets are referred to
hereinafter as the “Xxxxx Assets”;
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C.
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Certain
of the Assets are owned by Seller pursuant to a certain letter of
intent
(the “Xxxxxxxxx Letter of Intent”). Such Assets are referred to
hereinafter as the “Xxxxxxxxx
Assets”;
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D.
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Seller
desires to sell to Purchaser and Purchaser desires to purchase from
Seller
the assets, properties, and rights of Seller hereinafter described,
in the
manner and upon the terms and conditions hereinafter set forth;
and
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E.
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Following
the Effective Time (as defined below), Purchaser intends to enter
into a
definitive agreement (the “Xxxxxxxxx Definitive Agreement”) with respect
to the Xxxxxxxxx Assets as contemplated by the Xxxxxxxxx Letter of
Intent.
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NOW,
THEREFORE, in
consideration of the premises and of the mutual promises, representations,
warranties, covenants, conditions and agreements contained herein, and for
other
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto, intending to be legally bound by the terms
hereof, agree as follows:
ARTICLE
I
PURCHASE
AND SALE
1.1 PURCHASE
AND SALE. Subject to the terms and conditions of this
Agreement, Seller agrees to sell and convey to Purchaser and Purchaser agrees
to
purchase and accept the Assets.
1.2 ASSETS. As
used herein, the term "Assets" means the following:
(a) All
of Seller's right, title and interest in and to (i) the estates and mineral
rights created by the oil and gas leases and mineral estates (the "Leases"),
described in Exhibit "A", and (ii) all oil, gas, water disposal and other xxxxx
located on the Leases or on lands pooled therewith (the "Xxxxx"), including,
but
not limited to, the xxxxx set forth in Exhibit "A", together with all of
Seller's interest in the rights and appurtenances incident thereto;
(b) All
of Seller's rights in, to and under, and obligations arising from, all
agreements relating to the Leases or Xxxxx (including, without limitation,
the
Xxxxx Definitive Agreement and the Xxxxxxxxx Letter of Intent); and
(c) All
of Seller's interest in fixtures, personal property, facilities and equipment,
used or held for use or charged to the Leases or Xxxxx for the production,
treatment, transportation, sale or disposal of hydrocarbons or water produced
therefrom or attributable thereto.
1.3 EFFECTIVE
TIME. This agreement shall be effective as of 7:00 A.M.
(local time where the Assets are located) on June 14, 2007 (the "Effective
Time").
1.4 LIABILITIES. Upon
Closing, the Seller shall remain liable for and obligated by all of its
liabilities and their related duties and obligations outstanding as of the
Effective Time except for the Accrued Expenses (defined herein).
ARTICLE
II
CONSIDERATION
2.1 ACCRUED
EXPENSES. Purchaser shall reimburse Seller for all of
Seller’s accrued expenses attributable to the Assets prior to the Effective Time
as set forth on Exhibit B attached hereto (the “Accrued Expenses”).
2.2 LEASE
OPERATOR. Purchaser agrees that, as of the Effective Time,
Seller shall be retained as the operator of the Leases and the Xxxxx relating
to
the Xxxxx Assets. Purchaser agrees that, upon the effective date of
the Xxxxxxxxx Definitive Agreement, Seller shall be retained as the operator
of
the Leases and the Xxxxx relating to the Xxxxxxxxx Assets.
2.3 NET
PRODUCTION REVENUES. Purchaser agrees that, as of the
Effective Time, Seller shall be entitled to 2% net revenue interest from and
accruing to the Xxxxx Assets. Purchaser agrees that, upon the
effective date of the Xxxxxxxxx Definitive Agreement, Seller shall be entitled
to 2% net revenue interest from and accruing to the Xxxxxxxxx
Assets.
ARTICLE
III
TITLE
MATTERS
3.1 SELLER'S
TITLE.
Seller
owns good and marketable title
to the Assets, and the Assets are free, clear and unencumbered.
ARTICLE
IV
PRE-CLOSING,
AND CLOSING ACTIONS
4.1 TIME
AND PLACE OF CLOSING.
(a) The
parties hereto shall use their best efforts to consummate the purchase and
sale
transaction as contemplated by this Agreement (the "Closing") at the offices
of
Sichenzia Xxxx Xxxxxxxx Xxxxxxx LLP, 00 Xxxxxxxx, Xxx Xxxx, XX 00000, on June
14, 2007 or as soon thereafter that the conditions to Closing set forth in
this
Agreement are satisfied, but in no event shall Closing occur after June 14,
2007
unless otherwise agreed to in writing by Purchaser and Seller.
(b) The
date on which the Closing occurs is herein referred to as the "Closing
Date".
4.2 PUBLIC
ANNOUNCEMENTS. Each party hereto shall consult with the other party
hereto prior to any public announcement by such party regarding the existence
of
this Agreement, the contents hereof or the transactions contemplated
hereby.
ARTICLE
V
REPRESENTATIONS
AND WARRANTIES OF SELLER
5.1 DISCLAIMERS.
Except as specifically set forth in this Article V and Section 3.1,
Seller makes no warranties or representations, express or implied, in connection
with the Assets, and expressly disclaims any warranties or representations
with
regard to any information or data disclosed or provided by them, their agents,
representatives, employees or advisors to Purchaser or Purchaser's agents,
representatives, employees, or advisors. Subject to this Section 5.1,
Seller makes the warranties and representations set forth in Sections 5.2
through 5.12.
SELLER
EXPRESSLY DISCLAIMS ANY WARRANTY AS TO THE CONDITION OF ANY PERSONAL PROPERTY,
FIXTURES AND ITEMS OF MOVABLE PROPERTY COMPRISING ANY PART OF THE ASSETS
INCLUDING (a) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, (b) ANY
IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, (c) ANY IMPLIED
OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, (d) ANY
RIGHTS OF PURCHASER UNDER APPLICABLE STATUTES TO CLAIM DIMINUTION OF
CONSIDERATION, AND (e) ANY CLAIM BY PURCHASER FOR DAMAGES BECAUSE OF DEFECTS,
WHETHER KNOWN OR UNKNOWN, IT BEING EXPRESSLY UNDERSTOOD BY PURCHASER THAT THE
PERSONAL PROPERTY, FIXTURES AND ITEMS ARE BEING CONVEYED TO PURCHASER AS IS,
WHERE IS, WITH ALL FAULTS, AND IN THEIR PRESENT CONDITION AND STATE OF REPAIR
AND THAT PURCHASER HAS MADE OR
CAUSED
TO BE MADE SUCH INSPECTIONS AS PURCHASER DEEMS
APPROPRIATE.
5.2 EXISTENCE.
Seller is a limited liability company duly formed, validly existing
and
in good standing under the laws of the State of Texas and is duly
registered to do business as a foreign limited liability company in
the States where the Assets are located.
5.3 POWER. Seller
has the power to enter into and perform this Agreement and the transactions
contemplated by this Agreement. Subject to preferential purchase
rights and restrictions on assignment of the type generally found in the oil
and
gas industry, and to rights to consent by, required notices to, and filings
with
or other actions by governmental entities where the same are customarily
obtained subsequent to the assignment of oil and gas interests, the execution,
delivery and performance of this Agreement by Seller, and the transactions
contemplated by this Agreement, will not violate (a) any provision of the
certificate or agreement of formation of Seller, (b) any material agreement
or
instrument to which Seller is a party or by which Seller or any of the Assets
are bound, (c) any judgment, order, ruling, or decree applicable to Seller
as a
party in interest, or (d) any law, rule or regulation applicable to Seller
relating to the Assets other than a violation which would not have a material
adverse effect on Seller or the Assets.
5.4 AUTHORIZATION
AND ENFORCEABILITY. The execution, delivery and performance
of this Agreement, and the transaction contemplated hereby, have been duly
and
validly authorized by all necessary action on the part of Seller. This Agreement
constitutes the valid and binding obligation of Seller, enforceable in
accordance with its terms except as such enforceability may be limited by
applicable bankruptcy or other similar laws affecting the rights and remedies
of
creditors generally as well as to general principles of equity (regardless
of
whether such enforceability is considered in a proceeding in equity or at
law).
5.5 LIABILITY
FOR BROKERS' FEES. Purchaser shall not directly or
indirectly incur any liability or expense, as a result of undertakings or
agreements of Seller, for brokerage fees, finder's fees, agent's commissions
or
other similar forms of compensation in connection with this Agreement or any
agreement or transaction contemplated hereby.
5.6 CLAIMS
AND LITIGATION. There are no claims, actions, suits or
proceedings pending or threatened against Seller which, if determined adversely
to Seller, would have a material adverse affect on the Assets or which would
materially and adversely affect Seller's ability to perform its obligations
under this Agreement.
5.7 TAXES
AND ASSESSMENTS. All material ad valorem, production,
severance, excise, and similar taxes and assessments based upon or measured
by
the ownership of or the production of hydrocarbons from the Assets which have
become due and payable have been properly paid or are being challenged in good
faith by Seller, all applicable tax returns have been filed, and Seller knows
of
no claim by any applicable taxing authority against Seller in connection with
the payment of such taxes.
5.8 ENVIRONMENTAL
LAWS. To the actual knowledge of Seller and as to that
portion of the Assets not operated by Purchaser, (i) such Assets are in
compliance in all material respects with all Environmental Laws (as hereinafter
defined) and all orders or requirements of any court or federal, state, or
local
governmental authority, and possess and are in compliance with all required
permits, licenses, or similar authorizations, (ii) such Assets and related
operations are not subject to any existing or threatened suit, investigation,
or
proceeding related to any obligation under any Environmental Law, and (iii)
there is no liability (contingent or otherwise) in connection with the release
or threatened release into the environment of any Hazardous Substance (as
defined below) as a result of or in connection with such Assets or the
operations related thereto. As used in this Agreement, the term "Environmental
Laws" shall mean any and all laws, regulations, ordinances and judicial
interpretations pertaining the prevention, abatement or elimination of pollution
or to the protection of public health or the environment that are in effect
in
all jurisdictions in which any of the Assets or related operations are located
or conducted, including, without limitation, the federal Comprehensive
Environmental Response, Compensation and Liability Act ("CERCLA"), the Resource
Conservation and Recovery Act, the Clean Water Act, the Safe Drinking Water
Act,
the Toxic Substance Control Act, the Hazardous Materials Act and the Clean
Air
Act and the term "Hazardous Substance" shall have the meaning described under
Section 101 of CERCLA at 42 U.S.C. Section 9601(14), except that it shall also
include petroleum, natural gas, natural gas liquids, nitrous oxide, carbon
monoxide and sulphur oxide.
5.9 LEASES. The
Leases are in full force and effect and are valid and existing documents
covering the entire estates which they purport to cover; all royalties, rentals
and other payments due under the Leases which are the responsibility of Seller
to pay have been fully, properly and timely paid; no party to any Lease is
in
breach of any provision thereof; no such breach has been alleged by
any lessor; the Leases, other than federal Leases, do not contain express
development obligations; and all conditions necessary to keep the Leases in
force have been performed.
5.10 FURTHER
ASSURANCES. From the date of execution of this Agreement,
without the prior written consent of Purchaser, Seller will not: (i) enter
into
any new agreements or commitments with respect to the Assets; (ii) incur any
liabilities other than in the ordinary course for normal operating
expenses associated with individual Xxxxx; (iii) abandon, or consent
to abandonment of, any producing or shut-in Well or any injection well located
on the premises associated with the Assets, nor release or abandon all or any
portion of the Leases; (iv) modify or terminate any of the agreements relating
to the Assets or waive any right thereunder; (v) encumber, sell or otherwise
dispose of any of the Assets other than personal property which is replaced
with
equivalent property or consumed in the ordinary course of operation of the
Assets and other than hydrocarbons sold in the ordinary course of
business; and (vi) purchase any additional interests..
5.11 Seller
represents that the sale of the Assets does not constitute the sale of
substantially all of the business assets owned by the Seller and that Seller
will be continuing to operate in the same business enterprise as prior to the
Closing of this Agreement.
ARTICLE
VI
REPRESENTATIONS
AND WARRANTIES OF PURCHASER
Purchaser
represents and warrants to
Seller the following:
6.1 EXISTENCE. Purchaser
is a corporation duly organized, validly existing and in good standing under
the
laws of the State of Florida, and is duly qualified to do business as a foreign
corporation in the State(s) where the Assets are located, except where the
failure to so qualify would not have a material adverse effect on Purchaser
or
its properties.
6.2 POWER. Purchaser
has the corporate power to enter into and perform this Agreement and the
transactions contemplated by this Agreement. Subject to preferential purchase
rights and restrictions on assignment of the type generally found in the oil
and
gas industry, and to rights to consent by, required notices to, and filings
with
or other actions by governmental entities where the same are customarily
obtained subsequent to the assignment of oil and gas interests, the execution,
delivery and performance of this Agreement by Purchaser, and the transactions
contemplated by this Agreement, will not violate (a) any provision of the
articles of incorporation or bylaws of Purchaser, (b) any material agreement
or
instrument to which Purchaser is a party or by which Purchaser or any of the
Assets are bound, (c) any judgment, order, ruling, or decree applicable to
Purchaser as a party in interest, or (d) any law, rule or regulation applicable
to Purchaser relating to the Assets other than a violation which would not
have
a material adverse effect on Purchaser.
6.3 AUTHORIZATION
AND ENFORCEABILITY. The execution, delivery and performance
of this Agreement, and the transaction contemplated hereby, have been duly
and
validly authorized by all necessary action on the part of
Purchaser. This Agreement constitutes the valid and binding
obligation of Purchaser, enforceable in accordance with its terms except as
such
enforceability may be limited by applicable bankruptcy or other similar laws
affecting the rights and remedies of creditors generally as well as to general
principles of equity (regardless of whether such enforceability is considered
in
a proceeding in equity or at law).
6.4 LIABILITY
FOR BROKERS' FEES. Seller shall not directly or indirectly
incur any liability or expense, as a result of undertakings or agreements of
Purchaser, for brokerage fees, finder's fees, agent's commissions or other
similar forms of compensation in connection with this Agreement or any agreement
or transaction contemplated hereby.
6.5 CLAIMS
AND LITIGATION. To the actual knowledge of Purchaser, there
are no claims, actions, suits, or proceedings pending or threatened against
Purchaser which, if determined adversely to Purchaser, would materially and
adversely affect Purchaser's ability to perform its obligations under this
Agreement.
ARTICLE
VII
MISCELLANEOUS
7.1 COUNTERPARTS. This
Agreement may be executed in one or more counterparts, each of which shall
be
deemed an original instrument, but all such counterparts together shall
constitute but one agreement.
7.2 NOTICE. All
notices which are required or may be given pursuant to this Agreement shall
be
sufficient in all respects if given in writing and delivered personally, by
overnight courier, by telecopy or by registered or certified mail, postage
prepaid, as follows:
If
to Seller:
Xxxx
Oil & Gas Investments,
LLC
0000
Xxxxx Xxxxxx
Xxxxxxx
Xxxxx, XX 00000
Attention: Xxxxxxx
Xxxxx
Telephone: 000-000-0000
Telecopy: 000-000-0000
If
to Purchaser:
Inform
Worldwide Holdings,
Inc.
0000
Xxxxx Xxxxx Xxxxxx Xxxxxxx, Xxxxx
000
Xxxxxxxxx,
XX 00000
Attention: Xxxxxx
Xxxxxxxxxxx
Telephone: 000-000-0000
Telecopy: 000-000-0000
All
notices shall be deemed to have been duly given at the time of receipt by the
party to which such notice is addressed.
7.3 SALES
TAX, RECORDING FEES AND SIMILAR COSTS. Purchaser shall bear
any tax, recording fees and similar costs incurred and imposed upon, or with
respect to, the property transfers contemplated hereby.
7.4 AD
VALOREM TAXES. All unpaid ad valorem and similar taxes that
are payable with respect to the Assets for all periods ending on or prior to
the
Effective Time shall be as estimated by the parties and shall be an adjustment
to the Purchase Price. In the case of tax periods that included but
did not end on the Effective Time, taxes shall be prorated to the Effective
Time
and be an adjustment to the Purchase Price. Purchaser shall pay all
such taxes payable for all such periods which are adjusted or
prorated.
7.5 EXPENSES. All
expenses incurred by Seller in connection with or related to the authorization,
preparation or execution of this Agreement, and all other matters related to
the
Closing,
including without limitation, all fees and expenses of counsel, accountants
and
financial advisers employed by Seller, shall be borne solely and entirely by
Seller; and all such expenses incurred by Purchaser shall be borne solely and
entirely by Purchaser.
7.6 GOVERNING
LAW. This Agreement and the legal relations between the
parties shall be governed by and construed in accordance with the laws of the
State of New York without regard to principles of conflicts of laws otherwise
applicable to such determinations. In the event any dispute arises
with respect to this Agreement, the parties hereby consent to jurisdiction
and
litigation of such disputes in the State of New York.
7.7 CAPTIONS. The
captions in this Agreement are for convenience only and shall not be considered
a part of or affect the construction or interpretation of any provision of
this
Agreement.
7.8 WAIVERS. Any
failure by any party or parties to comply with any of its or their obligations,
agreements or conditions herein contained may be waived in writing, but not
in
any other manner, by the party or parties to whom such compliance is
owed. No waiver of, or consent to a change in, any of the provisions
of this Agreement shall be deemed or shall constitute a waiver of, or consent
to
a change in, other provisions hereof (whether or not similar) nor shall such
waiver constitute a continuing waiver unless otherwise expressly
provided
7.9 ASSIGNMENT. No
party shall assign all or any part of this Agreement, nor shall any party assign
or delegate any of its rights or duties hereunder, without the prior written
consent of the other party and any assignment made without such consent shall
be
void except as otherwise provided in this Section.
7.10 ENTIRE
AGREEMENT. This Agreement and the documents to be executed
hereunder and Exhibit A attached hereto constitute the entire agreement between
the parties pertaining to the subject matter hereof, and supersede all prior
agreements, understandings, negotiations and discussions, whether oral or
written, of the parties pertaining to the subject matter hereof.
7.11 SURVIVAL. The
representations and warranties of Seller and Purchaser set forth in Articles
V
and VI of this Agreement shall survive the Closing and shall only be applicable
for one hundred eighty (180) days thereafter.
7.12 AMENDMENT.
(a) At
any time prior to the Closing Date this Agreement may be amended or modified
in
any respect by the parties by an agreement in writing executed in the same
manner as this Agreement.
(b) No
supplement, modification, waiver or termination of this Agreement shall be
binding unless executed in writing by the party to be bound
thereby.
7.13 EXHIBIT.
“Exhibit A” attached to or referred to in this Agreement is
incorporated into and made a part of this Agreement.
IN
WITNESS WHEREOF,
this Agreement has been signed by each of the parties hereto, all as of the
date
above written.
Xxxx
Oil & Gas Investments, LLC
/s/
Xxxxxxx Xxxxx
By: ________________________
Name:
Xxxxxxx Xxxxx
Title:
Manager
Inform
Worldwide Holdings, Inc.
/s/
Xxxxxx Xxxxxxxxxxx
By: _______________________
Name:
Xxxxxx Xxxxxxxxxxx
Title:
CEO
