Exhibit 10.2
PURCHASE AND SALE AGREEMENT
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This PURCHASE AND SALE AGREEMENT ("Agreement"), dated July 21, 2006, is
by and between Infinity Oil & Gas of Wyoming, Inc. ("Seller"), a Wyoming
corporation, whose address is 000 Xxxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxx,
Xxxxxxxx 00000, and New Frontier Energy, Inc, ("Buyer"), a Colorado corporation,
whose address is 0000 Xxxx Xxxxxxxxx Xxxxxxxxx, Xxxxxxxxx, Xxxxxxxx 00000.
Seller and Buyer are sometimes hereinafter referred to collectively as the
"parties" or individually as a "party."
RECITALS
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A. Seller owns and desires to sell certain non-producing oil and gas
leasehold interests located in Routt County, Colorado, as more fully described
in Section 1.1 below (the "Assets").
B. Buyer desires to purchase the oil and gas leasehold interests upon the
terms and conditions set forth in this Agreement.
AGREEMENT
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In consideration of the mutual promises contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Seller and Buyer agree as follows:
ARTICLE I
PURCHASE AND SALE
1.1 Purchase and Sale. Seller agrees to sell and convey to Buyer, and Buyer
agrees to purchase and receive from Seller, all of Seller's right, title and
interest in the Assets pursuant to the terms and conditions of this Agreement.
The Assets are all of Seller's right, title and interest in the following
property interests:
(a) The oil and gas leases (including without limitation working
interests, operating rights, overriding royalty interests and any other
interests in production), and lands described on Exhibit A (the "Leases"),
insofar and only insofar as the Leases cover the lands described on Exhibit A,
located in Routt County, Colorado. It is expressly understood that Seller's
interests in certain of the Leases are limited to certain depths. This sale and
conveyance is expressly limited to only Seller's right, title and interest in
the depths underlying the Leases owned by Seller as of the date of this
Agreement as reflected in Seller's records and any instrument of record.
(b) The rights, to the extent transferable, in and to all existing and
effective unitization, pooling and communitization agreements, declarations and
orders, and the properties covered and the units created thereby, to the extent
they relate to the Leases or the production of hydrocarbons therefrom.
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(c) The rights, to the extent transferable, in and to hydrocarbon
sales, purchase, gathering, processing, operating, balancing agreements, farmout
agreements, and other contracts, including without limitation the material
agreements (the "Material Agreements"), described on Exhibit B, only insofar as
the Material Agreements relate to the Leases.
1.2 Effective Time. The purchase and sale of the Assets shall be effective
as of July 1, 2006, at 7:00 a.m., Mountain Time (the "Effective Time").
ARTICLE II
PURCHASE PRICE
2.1 Purchase Price. The purchase price for the Assets shall be Thirty Five
Thousand Nine Hundred Sixty-six Dollars and Seventy-nine Cents ($35,966.79) (the
"Purchase Price").
ARTICLE III
SELLER'S REPRESENTATIONS AND WARRANTIES
Seller makes the following representations and warranties:
3.1 Existence. Seller is a corporation duly organized and validly existing
under the laws of the State of Wyoming, and Buyer is duly qualified and in good
standing in the State of Colorado.
3.2 Power and Authority. Seller has all requisite power and authority to
carry on its business as presently conducted, to enter into this Agreement and
each of the documents contemplated to be executed by Seller at Closing, and to
perform its obligations under this Agreement and under such documents. The
consummation of the transaction contemplated by this Agreement and each of the
documents contemplated to be executed by Seller at Closing will not violate, nor
be in conflict with, (i) any provision of Seller's organizational or governing
documents, (ii) any agreement or instrument to which Seller is a party or is
bound, or (iii) any judgment, decree, order, statute, rule or regulation
applicable to Seller.
3.3 Authorization. The execution, delivery and performance of this
Agreement and each of the documents to be executed by Seller at Closing and the
contemplated transaction has been duly and validly authorized by all requisite
corporate and shareholder action on the part of Seller.
3.4 Execution and Delivery. This Agreement has been duly executed and
delivered by Seller, and all documents and instruments required hereunder to be
executed and delivered by Seller will be duly executed and delivered. This
Agreement does, and such documents and instruments shall, constitute legal,
valid and binding obligations of Seller enforceable in accordance with their
terms, subject to (i) applicable bankruptcy, insolvency, reorganization,
moratorium and other similar laws of general application with respect to
creditors, (ii) general principles of equity and (iii) the power of a court to
deny enforcement of remedies generally based upon public policy.
3.5 Liabilities for Brokers' Fees. Seller has incurred no liability,
contingent or otherwise, for brokers' or finders' fees relating to the
transaction contemplated by this Agreement for which Buyer shall have any
responsibility whatsoever.
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3.6 Litigation. To the best of Seller's knowledge, there is no action,
suit, proceeding, claim or investigation by any person, entity, administrative
agency or governmental body pending or, to Seller's knowledge, threatened,
against Seller before any governmental authority that impedes or is likely to
impede Seller's ability to consummate the transaction contemplated by this
Agreement and to assume the liabilities to be assumed by Seller under this
Agreement.
3.7 Taxes. All taxes and assessments pertaining to the Assets based on the
ownership of the Assets for all taxable periods prior to the taxable period in
which this Agreement is executed have been properly paid. All income taxes and
obligations relating thereto that could result in a lien or other claim against
any of the Leases have been properly paid, unless contested in good-faith by
appropriate proceeding.
3.8 Agreements. All of the Material Agreements pertaining to the Leases are
listed on Exhibit B.
ARTICLE IV
BUYER'S REPRESENTATIONS AND WARRANTIES
Buyer makes the following representations and warranties:
4.1 Existence; Bonds. Buyer is a Colorado corporation, duly organized,
validly existing and formed under the laws of the State of Colorado. Buyer holds
all bonds necessary to conduct oil and gas operations in the State of Colorado.
4.2 Power and Authority. Buyer has all requisite power and authority to
carry on its business as presently conducted, to enter into this Agreement and
each of the documents contemplated to be executed by Buyer at Closing, and to
perform its obligations under this Agreement and under such documents. The
consummation of the transaction contemplated by this Agreement and each of the
documents contemplated to be executed by Buyer at Closing will not violate, nor
be in conflict with, (i) any provision of Buyer's organizational or governing
documents, (ii) any agreement or instrument to which Buyer is a party or is
bound, or (iii) any judgment, decree, order, statute, rule or regulation
applicable to Buyer.
4.3 Authorization. The execution, delivery and performance of this
Agreement and each of the documents to be executed by Buyer at Closing and the
contemplated transaction has been duly and validly authorized by all requisite
action on the part of Buyer.
4.4 Execution and Delivery. This Agreement has been duly executed and
delivered on behalf of Buyer, and at the Closing all documents and instruments
required hereunder to be executed and delivered by Buyer shall have been duly
executed and delivered. This Agreement does, and such documents and instruments
shall, constitute legal, valid and binding obligations of Buyer enforceable in
accordance with their terms, subject to (i) applicable bankruptcy, insolvency,
reorganization, moratorium and other similar laws of general application with
respect to creditors, (ii) general principles of equity and (iii) the power of a
court to deny enforcement of remedies generally based upon public policy.
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4.5 Liabilities for Brokers' Fees. Buyer has incurred no liability,
contingent or otherwise, for brokers' or finders' fees relating to the
transaction contemplated by this Agreement for which Seller shall have any
responsibility whatsoever.
4.6 Litigation. There is no action, suit, proceeding, claim or
investigation by any person, entity, administrative agency or governmental body
pending or, to Buyer's knowledge, threatened in writing, against Buyer before
any governmental authority that impedes or is likely to impede Buyer's ability
to consummate the transaction contemplated by this Agreement and to assume the
liabilities to be assumed by Buyer under this Agreement.
4.7 Independent Evaluation. Buyer is an experienced and knowledgeable
investor in the oil and gas business. Prior to executing this Agreement, Buyer
has conducted all title and other due diligence, including a review of Seller's
records, it deemed necessary to proceed with the transactions contemplated
herein. Further, Buyer understands that Seller has made no representations or
warranties as to the accuracy or completeness of the records Seller has made
available to Buyer. The Purchase Price reflects Buyer's independent assessment
of the value of the Assets based upon such due diligence. Buyer has been advised
by and has relied solely upon its own expertise in title, legal, tax, reservoir
engineering and other professional counsel concerning this transaction, the
Leases and the value thereof.
4.8 Qualification. Buyer is, and will continue to be, qualified to own and
operate any State of Colorado oil and gas lease that is among the Leases,
including meeting all bonding requirements.
ARTICLE V
CLOSING
5.1 Date of Closing. The closing of the transaction contemplated by this
Agreement ("Closing" or "Closing Date") shall be held contemporaneously with the
execution of this Agreement.
5.2 Closing Obligations. At Closing, the following events shall occur, each
being a condition precedent to the others and each being deemed to have occurred
simultaneously with the others:
(a) Assignment. Seller and Buyer shall execute, acknowledge and
deliver to Buyer (i) an Assignment of Oil and Gas Leases to Buyer effective as
of the Effective Time (in sufficient counterparts to facilitate filing and
recording) substantially in the form of Exhibit C conveying the Leases with a
special warranty of title by, through and under Seller but not otherwise, and
(ii) such other assignments necessary to transfer the Leases to Buyer.
(b) Release of Promethean Mortgage. Seller shall deliver to Buyer a
recordable release, as to the Assets, of the Mortgage, Deed of Trust, Assignment
of Production, Security Agreement, Fixture Filing and Financing Statement from
Seller to Lawyers Title Realty Services, Inc. as Trustee for the benefit of
Promethean Assets Management L.L.C., dated January 13, 2005, as supplemented and
amended, in a form reasonably acceptable to Buyer.
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(c) Purchase Price. Buyer shall deliver to Seller the Closing Amount
by wire transfer of immediately available funds to US Bank, 000 Xxxxxxxxxxx Xx.,
Xxxxxx, XX 00000, ABA No. 000000000, Beneficiary: Infinity Oil & Gas of Wyoming,
Inc., Account No. 103690005808, Reference: Name (New Frontier PSA).
ARTICLE VI
POST-CLOSING OBLIGATIONS
6.1 Files and Records. Within thirty (30) days after the Closing Date,
Seller shall deliver to Buyer all of the documents in its possession pertaining
to the Leases. Seller may retain copies of any such documents as it deems
appropriate. Furthermore, Buyer shall give Seller access to such documents
subsequent to the Closing, upon reasonable notice during regular business hours.
6.2 Transfer Taxes and Recording Fees. Buyer shall pay all sales, transfer,
use or similar taxes occasioned by the sale or transfer of the Leases and all
documentary, transfer, filing, licensing, and recording fees required in
connection with the processing, filing, licensing or recording of any
assignments, titles or bills of sale.
6.3 Further Assurances. From time to time after Closing, Seller and Buyer
shall each execute, acknowledge and deliver to the other such further
instruments and take such other action as may be reasonably requested in order
more effectively to assure to the Buyer the full beneficial use and enjoyment of
the Leases and otherwise to accomplish the purposes of the transaction
contemplated by this Agreement.
ARTICLE VII
APPORTIONMENT OF REVENUES AND EXPENSES
7.1 Apportionment of Revenues and Expenses. All revenues, obligations,
liabilities and expenses associated with the Leases shall be apportioned as of
the Effective Time between Seller and Buyer with Seller retaining all
pre-Effective Time revenues and expenses and Buyer assuming all post-Effective
Time revenues and expenses.
7.2 Taxes. All "Taxes" (including ad valorem, property, production, excise,
net proceeds, severance and other similar obligations assessed against the
Leases or based on or measured by the ownership of the Leases or production
therefrom) shall be prorated between Seller and Buyer as of the Effective Time;
provided, however, that any Taxes determined by the value of any production
shall be deemed to be attributable to the period during which such production
occurred and not attributable to the year in which such Taxes are assessed.
ARTICLE VIII
LIMITATIONS ON REPRESENTATIONS AND WARRANTIES
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8.1 Disclaimers of Representations and Warranties. The express
representations and warranties of Seller contained in this Agreement are
exclusive and are in lieu of all other representations and warranties, express,
implied or statutory. BUYER ACKNOWLEDGES THAT SELLER HAS NOT MADE, AND SELLER
HEREBY EXPRESSLY DISCLAIMS AND NEGATES, AND BUYER HEREBY EXPRESSLY WAIVES, ANY
REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR
OTHERWISE RELATING TO (a) PRODUCTION RATES OR THE QUALITY, QUANTITY OR VOLUME OF
THE RESERVES OF HYDROCARBONS, IF ANY, ATTRIBUTABLE TO THE LEASES, (b) THE
ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER
MATERIALS (WRITTEN OR ORAL) NOW, HERETOFORE OR HEREAFTER FURNISHED TO BUYER BY
OR ON BEHALF OF SELLER, (c) THE ENVIRONMENTAL CONDITION OF THE LEASES, THEIR
COMPLIANCE WITH ENVIRONMENTAL LAWS, AND THE PRESENCE OR ABSENCE OF HAZARDOUS
SUBSTANCES OR NATURALLY OCCURRING RADIOACTIVE MATERIALS, (d) ANY IMPLIED OR
EXPRESS WARRANTY OF MERCHANTABILITY, AND (e) ANY AND ALL IMPLIED WARRANTIES
EXISTING UNDER APPLICABLE LAW, IT BEING THE EXPRESS INTENTION OF BOTH BUYER AND
SELLER THAT THE LEASES ARE HEREBY CONVEYED TO BUYER IN THEIR PRESENT CONDITION
AND STATE OF REPAIR, "AS IS" AND "WHERE IS" WITH ALL FAULTS, AND THAT BUYER HAS
MADE OR CAUSED TO BE MADE SUCH INSPECTIONS AS BUYER DEEMS APPROPRIATE. THE
PARTIES AGREE THAT THIS ARTICLE 8 CONSTITUTES A CONSPICUOUS LEGEND.
ARTICLE IX
APPORTIONMENT OF LIABILITIES AND
OBLIGATIONS; INDEMNIFICATION
9.1 Seller's Retention of Liabilities and Obligations. Upon Closing, Seller
shall retain, assume and pay for, fulfill and discharge all costs, expenses,
liabilities and obligations accruing or relating to the owning or maintaining of
the Leases prior to the Effective Time, including without limitation, all
obligations arising under agreements covering or relating to the Leases
(collectively, the "Pre-Effective Time Liabilities").
9.2 Buyer's Assumption of Liabilities and Obligations. Upon Closing, Buyer
shall assume and pay for, fulfill and discharge its pro rata share of all costs,
expenses, liabilities and obligations accruing or relating to the owning,
operating or maintaining of the Leases, the producing, transporting and
marketing of oil, gas and other hydrocarbons from the Leases, from and after the
Effective Time, including without limitation, environmental obligations and
liabilities and offsite liabilities associated with the Leases, and all
obligations arising under the Material Agreements to the extent such obligations
relate to the Leases (collectively, the "Post-Effective Time Liabilities").
9.3 Indemnification. "Losses" shall mean any actual losses, costs, expenses
(including court costs, reasonable fees and expenses of attorneys, technical
experts and expert witnesses and the costs of investigation), liabilities,
damages, demands, suits, claims, and sanctions of every kind and character
(including civil fines) arising from or in connection with matters indemnified
against; excluding, however, any special, consequential, punitive or exemplary
damages, diminution of value of a Lease, loss of profits incurred by a party
hereto or Loss incurred as a result of the indemnified party indemnifying a
third party.
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After the Closing, Seller and Buyer shall indemnify each other as follows:
(a) Seller's Indemnification of Buyer. Seller assumes all risk,
liability, obligation and Losses in connection with, and shall defend,
indemnify, and save and hold harmless Buyer, its officers, directors, employees
and agents, from and against all Losses which arise from or in connection with
(i) the Pre-Effective Time Liabilities, (ii) any breach of any representation or
warranty made by Seller, (iii) any matter for which Seller has agreed to
indemnify Buyer under this Agreement, and (iv) any breach by Seller of this
Agreement.
(b) Buyer's Indemnification of Seller. Buyer assumes all risk,
liability, obligation and Losses in connection with, and shall defend,
indemnify, and save and hold harmless Seller, Seller's partners, employees and
agents, from and against all Losses which arise from or in connection with (i)
the Post-Effective Time Liabilities, (ii) any breach of any representation or
warranty made by Buyer, (iii) any matter for which Buyer has agreed to indemnify
Seller under this Agreement, and (iv) any breach by Buyer of this Agreement.
9.4 Procedure. The indemnifications contained in Section 9.3 shall be
implemented as follows:
(a) Coverage. Such indemnity shall extend to all Losses suffered or
incurred by the indemnified party.
(b) Claim Notice. The party seeking indemnification under the terms of
this Agreement ("Indemnified Party") shall submit a written "Claim Notice" to
the other party ("Indemnifying Party") which, to be effective, must state: (i)
the amount of each payment claimed by an Indemnified Party to be owing, (ii) the
basis for such claim, with supporting documentation, and (iii) a list
identifying to the extent reasonably possible each separate item of Loss for
which payment is so claimed. The amount claimed shall be paid by the
Indemnifying Party to the extent required herein within ten (10) days after
receipt of the Claim Notice, or after the amount of such payment has been
finally established, whichever last occurs.
(c) Information. Within twenty (20) days after the Indemnified Party
receives notice of a claim or legal action that may result in a Loss for which
indemnification may be sought under this Article 9 ("Claim"), the Indemnified
Party shall give written notice of such Claim to the Indemnifying Party. If the
Indemnifying Party or its counsel so requests, the Indemnified Party shall
furnish the Indemnifying Party with copies of all pleadings and other
information with respect to such Claim. At the election of the Indemnifying
Party made within sixty (60) days after receipt of such notice, the Indemnified
Party shall permit the Indemnifying Party to assume control of such Claim (to
the extent only that such Claim, legal action or other matter relates to a Loss
for which the Indemnifying Party is liable), including the determination of all
appropriate actions, the negotiation of settlements on behalf of the Indemnified
Party, and the conduct of litigation through attorneys of the Indemnifying
Party's choice; provided, however, that no such settlement can result in any
liability or cost to the Indemnified Party for which it is entitled to be
indemnified hereunder without its consent. If the Indemnifying Party elects to
assume control, (i) any expense incurred by the Indemnified Party thereafter for
investigation or defense of the matter shall be borne by the Indemnified Party,
and (ii) the Indemnified Party shall give all reasonable information and
assistance, other than pecuniary, that the Indemnifying Party shall deem
necessary to the proper defense of such Claim, legal action, or other matter. In
the absence of such an election, the Indemnified Party will use its best efforts
to defend, at the Indemnifying Party's expense, any claim, legal action or other
matter to which such other party's indemnification under this Article 9 applies
until the Indemnifying Party assumes such defense, and, if the Indemnifying
Party fails to assume such defense within the time period provided above, settle
the same in the Indemnified Party's reasonable discretion at the Indemnifying
Party's expense. If such a Claim requires immediate action, both the Indemnified
Party and the Indemnifying Party will cooperate in good faith to take
appropriate action so as not to jeopardize defense of such Claim or either
party's position with respect to such Claim.
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(d) Dispute. If the existence of a valid Claim or amount to be paid by
an Indemnifying Party is in dispute, the parties agree to attempt to initially
resolve such dispute through good faith negotiations. If the parties are unable
to resolve any dispute under this Agreement, the parties shall retain all legal
and equitable remedies available to them for dispute resolution.
9.5 No Insurance; Subrogation. The indemnifications provided in this
Article 9 shall not be construed as a form of insurance. Buyer and Seller hereby
waive for themselves, their successors or assigns, including, without
limitation, any insurers, any rights to subrogation for Losses for which each of
them is respectively liable or against which each respectively indemnifies the
other, and, if required by applicable policies, Buyer and Seller shall obtain
waiver of such subrogation from their respective insurers.
9.6 Reservation as to Non-Parties. Nothing in this Agreement is intended to
limit or otherwise waive any recourse Seller or Buyer may have against any
non-party for any obligations or liabilities that may be incurred with respect
to the Leases.
ARTICLE X
MISCELLANEOUS
10.1 Exhibits. The Exhibits referred to in this Agreement are hereby
incorporated in this Agreement by reference and constitute a part of this
Agreement.
10.2 Expenses. Except as otherwise specifically provided, all fees, costs
and expenses incurred by Buyer or Seller in negotiating this Agreement or in
consummating the transaction contemplated by this Agreement shall be paid by the
party incurring same, including, without limitation, legal and accounting fees,
costs and expenses.
10.3 Notices. All notices and communications required or permitted under
this Agreement shall be in writing and addressed as follows:
If to Seller: Infinity Oil & Gas of Wyoming, Inc
000 Xxxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
Attn: Xxxxx X. Xxxxx
Telephone: 000.000.0000
Facsimile: 720.932.5409
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If to Buyer: New Frontier Energy, Inc. Mailing address:
0000 Xxxx Xxxxxxxxx Xxxxxxxxx X.X. Xxx 000
Xxxxxxxxx, Xxxxxxxx 00000 Xxxxxxxxx, Xxxxxxxx 00000
Attn: Xxxx X. Xxxxx
Telephone: 000.000.0000
Facsimile: 303.730.9985
Any communication or delivery hereunder shall be deemed to have been duly made
and the receiving party charged with notice (i) if personally delivered, when
received, (ii) if faxed, when received if receipt is confirmed by telephone by
the sender, (iii) if mailed, certified mail, return receipt requested, on the
date set forth on the return receipt or (iv) if sent by overnight courier, one
day after sending. Any party may, by written notice so delivered to the other
party, change the address or individual to which delivery shall thereafter be
made.
10.4 Amendments. Except for waivers specifically provided for in this
Agreement, this Agreement may not be amended nor any rights hereunder waived
except by an instrument in writing signed by the party to be charged with such
amendment or waiver and delivered by such party to the party claiming the
benefit of such amendment or waiver.
10.5 Confidentiality. Seller and Buyer agree the provisions of this
Agreement shall be kept confidential except as disclosure may be required by
applicable law, rules and regulations of governmental agencies or stock
exchanges. Further, the parties may disclose the terms of this Agreement to
their respective lenders or other entities providing them with financing.
10.6 Headings. The headings of the articles and sections of this Agreement
are for guidance and convenience of reference only and shall not limit or
otherwise affect any of the terms or provisions of this Agreement.
10.7 Counterparts. This Agreement may be executed by Seller and Buyer in
any number of counterparts, each of which shall be deemed an original
instrument, but all of which together shall constitute one and the same
instrument. Execution can be evidenced by fax signatures with original signature
pages to follow in due course.
10.8 Governing Law. This Agreement and the transaction contemplated hereby
shall be construed in accordance with, and governed by, the laws of the State of
Colorado.
10.9 Binding Effect. This Agreement shall be binding upon, and shall inure
to the benefit of, the parties hereto, and their respective successors and
assigns.
10.10 Survival. The representations and warranties contained in this
Agreement shall survive Closing.
10.11 No Third-Party Beneficiaries. This Agreement is intended only to
benefit the parties hereto and their respective permitted successors and
assigns.
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10.12 Limitation on Damages. The parties hereto expressly waive any and all
rights to consequential, special, incidental, punitive or exemplary damages, or
loss of profits resulting from breach of this Agreement.
10.13 Severability. It is the intent of the parties that the provisions
contained in this Agreement shall be severable. Should any provisions, in whole
or in part, be held invalid as a matter of law, such holding shall not affect
the other portions of this Agreement, and such portions that are not invalid
shall be given effect without the invalid portion.
Executed on the dates set forth in the acknowledgments below.
INFINITY OIL & GAS OF WYOMING, INC.
By: /s/ Xxxxx X. Xxxxx
-------------------------------------
Xxxxx X. Xxxxx
President and Chief Executive Officer
NEW FRONTIER ENERGY, INC.
By: /s/ Xxxx X. Xxxxx
-------------------------------------
Xxxx X. Xxxxx
President
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STATE OF COLORADO )
CITY AND ) ss.
COUNTY OF DENVER )
The foregoing instrument was acknowledged before me this 21st day of July,
2006 by Xxxxx X. Xxxxx, as President and Chief Executive Officer of Infinity Oil
& Gas of Wyoming, Inc., a Wyoming corporation.
Witness my hand and official seal.
My commission expires: August 20, 2006
--------------------------
/s/ Xxxxx Xxxxxxx
------------------------------------
Notary Public
STATE OF COLORADO )
CITY AND ) ss.
COUNTY OF DENVER )
The foregoing instrument was acknowledged before me this 21st day of July,
2006 by Xxxx X. Xxxxx as President of New Frontier Energy, Inc., a Colorado
corporation.
Witness my hand and official seal.
My commission expires: August 20, 2006
--------------------------------------
/s/ Xxxxx Xxxxxxx
------------------------------------
Notary Public
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EXHIBIT A
LEASES
A-1
EXHIBIT B
MATERIAL AGREEMENTS
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IOGW #LP04-00. Purchase and Sale Agreement with Xxxxxxxx Petroleum Company/Xxx
Xxxxx, Inc. as Sellers, Infinity Oil & Gas of Wyoming, Inc. as Buyer, dated
April 30, 2002.
IOGW #LP04-05. Purchase and Sale Agreement with Xxxxxxxx Petroleum
Company/Energy Investments, LLC (Infinity Oil & Gas of Wyoming, Inc. as
successor in interest to Xxxxxxxx) dated April 17, 2000.
IOGW #LP04-06. Participation Agreement with Xxxxxxxx Petroleum Company/Stone &
Wolf, LLC/Energy Investments, LLC (Infinity Oil & Gas of Wyoming, Inc. as
successor in interest to Xxxxxxxx) dated September 23, 1998, amended 1/11/99,
3/1/99, 6/28/99, and 4/28/99.
IOGW #LP04-07. Focus Ranch Unit Agreement with Xxxxxxxx Petroleum Company/Stone
& Wolf, LLC/Energy Investments, LLC (Infinity Oil & Gas of Wyoming, Inc. as
successor in interest to Xxxxxxxx) dated July 1, 1999.
IOGW #LP04-08. Focus Ranch Unit Operating Agreement with Xxxxxxxx Petroleum
Company/Stone & Wolf, LLC/Energy Investments, LLC (Infinity Oil & Gas of
Wyoming, Inc. as successor in interest to Xxxxxxxx) dated July 1, 1999.
IOGW #LP04-09. Purchase and Sale Agreement with Energy Investments, LLC and
Infinity Oil & Gas of Wyoming, Inc. dated June 12, 2002.
B-1
EXHIBIT C
To Purchase and Sale Agreement between
Infinity Oil & Gas of Wyoming, Inc., a Wyoming corporation, and
New Frontier Energy, Inc., a Colorado corporation, as Buyer
ASSIGNMENT OF OIL AND GAS LEASES
--------------------------------
THIS ASSIGNMENT OF OIL AND GAS LEASES ("Assignment"), dated effective July
1, 2006, at 7:00 a.m., Central Time, (the "Effective Time"), is from Infinity
Oil & Gas of Wyoming, Inc., a Wyoming corporation, whose address is 000
Xxxxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000 ("Assignor") to New
Frontier Energy, Inc., a Colorado corporation, whose address is 0000 Xxxx
Xxxxxxxxx Xxxxxxxxx, Xxxxxxxxx, Xxxxxxxx 80120("Assignee").
For $100.00 and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Assignor hereby sells, assigns,
transfers, grants, bargains, and conveys to Assignee, all of Assignor's right,
title and interest in the Assets pursuant to the terms and conditions of this
Agreement. The Assets are all of Seller's right, title and interest in the
following property interests:
(a) The oil and gas leases (including without limitation working
interests, operating rights, overriding royalty interests and any other
interests in production), and lands described on Exhibit A (the "Leases"),
insofar and only insofar as the Leases cover the lands described on Exhibit A,
located in Routt County, Colorado. It is expressly understood that Assignor's
interests in certain of the Leases are limited to certain depths. This sale and
conveyance is expressly limited to only Assignor's right, title and interest in
the depths underlying the Leases owned by Assignor as of the date of this
Assignment as reflected in Assignor's records and any instrument of record.
(b)
(c) The rights to the extent transferable, in and to all existing and
effective unitization, pooling and communitization agreements, declarations and
orders, and the properties covered and the units created thereby, to the extent
they relate to the Leases or the production of hydrocarbons therefrom.
(d) The rights, to the extent transferable, in and to hydrocarbon
sales, purchase, gathering, processing, operating, balancing agreements, farmout
agreements, and other contracts, including without limitation the material
agreements, described on Exhibit B to the Purchase Agreement (defined below),
only insofar as they relate to the Leases.
TO HAVE AND TO HOLD the Assets unto Assignee and its successors and assigns
forever.
This Assignment is made and accepted expressly subject to the following
terms and conditions:
C-1
A. Assignor warrants title to the Leases, as to the working interests and
net revenue interests set forth on Exhibit A, by, through and under Assignor,
but not otherwise.
B. This Assignment is subject to a Purchase and Sale Agreement between
Assignor and Assignee dated July 21, 2006 (the "Purchase Agreement").
C. To the extent permitted by law, Assignee shall be subrogated to
Assignor's rights in and to representations, warranties and covenants given with
respect to the Leases. Assignor hereby grants and transfers to Assignee, its
successors and assigns, to the extent so transferable and permitted by law, the
benefit of and the right to enforce the covenants, representations and
warranties, if any, which Assignor is entitled to enforce with respect to the
Leases, but only to the extent not enforced by Assignor.
D. If there is a conflict between the terms of this Assignment and the
Purchase Agreement, the terms of the Purchase Agreement shall control and not be
deemed to have merged into the terms of this Assignment.
E. The references herein to liens, encumbrances, burdens, defects and other
matters shall not be deemed to ratify or create any rights in third parties or
merge with, modify or limit the rights of Assignor or Assignee, as between
themselves, as set forth in the Purchase Agreement or other documents executed
in connection therewith.
F. Unless provided otherwise, all recording references in the Exhibits
hereto are to the official real property records of the Routt County, Colorado .
G. Separate governmental form assignments of the Leases may be executed on
officially approved forms by Assignor to Assignee, in sufficient counterparts to
satisfy applicable statutory and regulatory requirements. Those assignments
shall be deemed to contain all of the exceptions, reservations, warranties,
rights, titles, power and privileges set forth herein as fully as though they
were set forth in each such assignment. The interests conveyed by such separate
assignments are the same, and not in addition to, the Leases conveyed herein.
H. This Assignment binds and inures to the benefit of Assignor and Assignee
and their respective successors and assigns.
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I. This Assignment may be executed in any number of counterparts, and by
different parties in separate counterparts, each of which shall be deemed to be
an original instrument, but all of which together shall constitute but one
instrument.
EXECUTED on the dates contained in the acknowledgments of this Assignment,
to be effective for all purposes as of the Effective Time.
INFINITY OIL & GAS OF WYOMING, INC.
By: /s/ Xxxxx X. Xxxxx
-------------------------------------
Xxxxx X. Xxxxx
President and Chief Executive Officer
NEW FRONTIER ENERGY, INC.
By: /s/ Xxxx X. Xxxxx
-------------------------------------
Xxxx X. Xxxxx
President
Acknowledgments
STATE OF COLORADO )
CITY AND ) ss.
COUNTY OF DENVER )
The foregoing instrument was acknowledged before me this 21st day of July,
2006 by Xxxxx X. Xxxxx, as President and Chief Executive Officer of Infinity Oil
& Gas of Wyoming, Inc., a Wyoming corporation.
Witness my hand and official seal.
My commission expires: August 20, 2006
--------------------------------------
/s/ Xxxxx Xxxxxxx
------------------------------------
Notary Public
C-3
STATE OF COLORADO )
CITY AND ) ss.
COUNTY OF DENVER )
The foregoing instrument was acknowledged before me this 21st day of July,
2006 by Xxxx X. Xxxxx, as President of New Frontier Energy, Inc., a Colorado
corporation.
Witness my hand and official seal.
My commission expires: August 20, 2006
--------------------------------------
/s/ Xxxxx Xxxxxxx
------------------------------------
Notary Public
C-4
