EXHIBIT 10.19
PURCHASE AND SALE AGREEMENT
This Purchase and Sale Agreement (the "Agreement"), effective April 1,
1997 (the "Effective Date"), is between Belleview 1992 Income Fund L.P. with
offices located at 00 Xxxxxxxxx Xxxxx Xxxx, Xxxxx 000, Xxxxxxxxx, XX 00000
("SELLER"), and , Cliffwood Oil & Gas Corp. whose offices are located at 000
Xxxxxxx Xxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, XX 00000 ("BUYER").
RECITALS:
SELLER owns certain oil and gas properties as detailed on Exhibit "A" and
related contractual rights and desires to sell these properties and transfer
these contractual rights.
BUYER desires to purchase these properties from SELLER and acquire these
contractual rights.
Accordingly, in consideration of the mutual promises contained in this
Agreement, BUYER and SELLER agree as follows:
ARTICLE 1. PURCHASE AND SALE
1.1 THE PROPERTY. Subject to the terms of this Agreement, SELLER agrees to sell
and assign to BUYER and BUYER agrees to purchase and acquire from SELLER all of
SELLER's right and title to, and interest in, the following (collectively the
"Property"):
1.1.1 The oil, gas and mineral lease(s) and other interests in oil and gas
described in Exhibit A, Part I and all rights, privileges and obligations
appurtenant to the leases (the "Leases");
1.1.2 All rights in any unit in which the Leases are included, to the
extent that these rights arise from and are associated with the Leases,
including without limitation all rights derived from any unitization, pooling,
operating, communitization or other agreement or from any declaration or order
of any governmental authority;
1.1.3 All oil, gas and condensate xxxxx (whether producing, not producing
or temporarily abandoned but not permanently abandoned xxxxx), water source,
water injection and other injection or disposal xxxxx listed on Exhibit A, Part
II ( the "Xxxxx") and/or located on the Leases or lands unitized or pooled with
the Leases;
1.1.4 All equipment, pipelines, facilities and other personal property on
the Leases used in developing or operating the Leases or producing, treating,
storing, compressing, processing, gathering, or transporting hydrocarbons on or
from the Lease, other than that specifically designated as retained property in
Exhibit A, Part I or excluded from the Property in Section 1.2;
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1.1.5 All easements, rights-of-way, licenses, permits, servitude and
similar interests applicable to or used in operating the Leases or the personal
property described above, to the extent they are assignable or transferrable and
subject to any consents to assignment or transfer to which they may be subject,
including without limitation those described in Exhibit A, Part I;
1.1.6 All contracts and contractual rights, obligations and interests
relating to the Leases, including without limitation unit agreements, farmout
agreements, farmin agreements, operating agreements, and hydrocarbon sales,
purchase, gathering, transportation, treating, marketing, exchange, processing
and fractionating agreements (the "Related Contracts"), including without
limitation those Related Contracts described in Exhibit A, Part I,
1.1.7 All Hydrocarbon production from the Xxxxx and Leases; and
1.1.8 All original files (or if originals are not available, legible
copies), records, data (including without limitation engineering, seismic,
geological, geophysical and other technical data) and information relating to
the items in Section 1, Subsections 1.1.1 through 1.1.7, maintained by the
SELLER (the "Records").
1.2 EXCLUSIONS. The Property sold and assigned under this Agreement does not
include:
1. Trade credits, accounts and notes receivable and adjustments or
refunds (including without limitation transportation tariff refunds, take-or-pay
claims, audit adjustments claims for under-or-non-payment and claims with
respect to breach of contract) attributable to the Property with respect to any
period before the Effective Date.
1.3 OWNERSHIP OF PRODUCTION FROM THE PROPERTY.
1.3.1 PRODUCTION BEFORE THE EFFECTIVE DATE. SELLER owns all oil, gas,
condensate liquid and liquifiable natural gas products, and distillate
("Hydrocarbons") produced from the Property before the Effective Date. If
Hydrocarbons produced from the Property before the Effective Date are stored in
the Lease stock tanks on the Effective Date (the "Stock Tank Oil"), BUYER shall
purchase the Stock Tank Oil above pipeline connections in the stock tanks from
SELLER at the prevailing market value in the area, adjusted for grade and
gravity and less taxes. BUYER will pay SELLER for the Stock Tank Oil by upward
adjustment to the Purchase Price, as provided in Section 7.4.3. SELLER and BUYER
shall accept the Lease operator's tank gauge readings or other inventory records
of the Stock Tank Oil adjusted for the above pipeline connection tank bottoms.
1.3.2 PRODUCTION AFTER THE EFFECTIVE DATE. BUYER owns all Hydrocarbons
produced from the Property on and after the Effective Date. SELLER will sell on
BUYER's behalf all Hydrocarbons produced from the Property between the Effective
Date and the Closing Date. SELLER will credit BUYER for the proceeds of these
sales as a downward adjustment to the Purchase Price at Closing and, as provided
in Section 7.4.3. Subject to any continuing sale obligations under the Related
Contracts,
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BUYER may sell Hydrocarbons produced from the Property on and after the Closing
Date as it deems appropriate. Provided, however, that the downward adjustment to
the Purchase Price shall be calculated at no less than the fair market value of
such production at the time it is sold, pursuant to arms-length transactions
with parties unaffiliated with the seller of the production or with SELLER.
ARTICLE 2. PURCHASE PRICE
2.1 PURCHASE PRICE. BUYER shall pay SELLER at Closing Four Million and No/100
Dollars ($4,000,000.00) by cashiers check or bank wire transfer plus 550,000
shares of Class A Common Stock of Cliffwood Oil & Gas Corp. (Stock") and
warrants to purchase 275,000 shares of Class A Common Stock of Cliffwood Oil &
Gas Corp. for $4.25 per share ("Warrant") for the Property (the "Purchase
Price"), subject to any adjustments to the Purchase Price made at Closing and
subsequently in the post-closing final accounting under Section 7.4 which such
adjustments shall be made in cash. The Stock and the Warrant shall be
transferred pursuant to the Common Stock and Warrant Purchase Agreement in the
form of Exhibit D hereto ("Stock Agreement") and the Stock Purchase Warrant in
the form of Exhibit E hereto ("Purchase Warrant"). SELLER acknowledges that the
Stock and the Warrant shall bear legends stating that neither the Stock nor the
Warrant have been registered under the Securities Act of 1933 nor under any
state securities or blue sky laws and that the Stock and the Warrant issued to
SELLER will have legends restricting their transfer.
DEPOSIT. Within 5 business days after this Agreement is fully executed,
BUYER shall pay SELLER $300,000 cash, by bank wire transfer, as an xxxxxxx money
deposit (the "Deposit"). If the transactions contemplated by this Agreement
should fail to close due to a breach of this Agreement by BUYER, then SELLER
shall keep the Deposit as liquidated damages and not as a penalty and in lieu of
any and all other remedies of SELLER for BUYER's failure to perform and SELLER
shall retain the Property. If the transactions contemplated by this Agreement
shall fail to close for any reason other than BUYER's breach of this Agreement,
then SELLER shall immediately refund the Deposit to BUYER.
2.3 CLOSING ADJUSTMENTS. No later than five (5) business days prior to Closing,
SELLER shall deliver to BUYER, SELLER's proposed adjustments to the Purchase
Price for BUYER's review and approval. Such adjustments shall include:
2.3.1 UPWARD ADJUSTMENTS TO THE PURCHASE PRICE FOR All actual
production expenses, operating expenses, overhead charged under applicable
operating agreements, and capital expenditures, which must be approved by BUYER
if such expenditure occurs after the date that this Agreement is fully executed
and exceeds the
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amount allowed for under the applicable joint operating agreement, (including
without limitation royalties, minimum royalties, rentals and prepaid charges)
paid by SELLER and attributable to operation of the Property on and after the
Effective Date;
23.2 Downward adjustments to the Purchase Price for
(i) Any proceeds received by SELLER for production from the
Property on and after the Effective Date or the value thereof, as provided in
Section 1.3.2 of this Agreement; and
(ii) Any other amounts to which BUYER is entitled under this
Agreement, including provisions under Article 10; and
(iii) The amount of the Deposit.
ARTICLE 3. REPRESENTATIONS AND WARRANTIES
3.1 RECIPROCAL REPRESENTATIONS AND WARRANTIES. Each SELLER and BUYER represent
and warrant to the other that as of the Effective Date and the Closing Date:
3.1.1 CORPORATE/PARTNERSHIP AUTHORITY. It is a corporation/partnership
duly organized and in good standing under the laws of its state of origination,
and has all the requisite power and authority to enter into and perform this
Agreement.
3.1.2 REQUISITE APPROVALS. It has taken all necessary actions pursuant to
its Articles or Certificate of Incorporation or Partnership, By-laws and other
governing documents to fully authorize it to consummate the transaction
contemplated by this Agreement.
3.1.3 VALIDITY OF OBLIGATION. This Agreement and all documents it is to
execute and deliver on or before the Closing Date have been duly executed by its
appropriate officials and constitute valid and legally binding obligations,
enforceable against it in accordance with the terms of this Agreement and such
documents.
3.1.4 IMPEDIMENTS TO CONSUMMATION OF AGREEMENT. It's executing, delivering
and performing this Agreement does not conflict with or violate any agreement or
instrument to which it is a party, or any law, rule, regulation, ordinance,
judgment, decree or order to which it is subject. 3.1.5 BANKRUPTCY. There are no
bankruptcy, reorganization or receivership proceedings pending, being
contemplated by, or to its actual knowledge, threatened against it.
3.1.6 BROKER'S FEES. It has not incurred any obligation for brokers,
finders or similar fees for which the other party would be liable.
3.2 BUYER'S REPRESENTATIONS AND WARRANTIES. BUYER represents and warrants to
SELLER that as of the Effective Date and the Closing Date:
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3.2.1 INDEPENDENT EVALUATION. BUYER is experienced and knowledgeable in
the oil and gas business. BUYER has been advised by and has relied solely on its
own expertise and legal, tax, reservoir engineering, environmental and other
professional counsel concerning this transaction, the Property and the value
thereof.
3.2.2 QUALIFICATION. BUYER or its designated agent is now or at Closing
will be, and thereafter will continue to be, qualified to operate federal and
State of Nebraska oil, gas and mineral leases, including meeting all bonding
requirements.
3.2.3 SECURITIES LAWS. BUYER has complied with all federal and state
securities laws, if any, applicable to the purchase of the Property and will
comply with such laws if it subsequently disposes of all or any part of the
Property.
3.2.4 PHYSICAL AND ENVIRONMENTAL MATTERS. Prior to Closing and as a
condition of Closing, BUYER will have had access to the Property, the public
records and SELLER's files for all purposes, including without limitation for
the purpose of detecting the presence of asbestos and the presence and
concentration of naturally-occurring radiative materials and satisfied itself as
to the physical condition and environmental condition of the property, both
surface and subsurface. BUYER acknowledges that no representations have been
made by SELLER regarding environmental conditions or physical conditions, past
or present.
3.3 SELLER'S REPRESENTATIONS. SELLER represents to BUYER that as of the
Effective Date and the Closing Date:
3.3.1 COMPLIANCE WITH LAWS. SELLER has no notice to the effect that any
portion of the property has been or is being operated in violation of any
applicable law, rule, regulation or order of a governmental authority with
jurisdiction, including without limitation, any environmental laws, rules,
orders or regulations of any federal, state or municipal body, the Comprehensive
Environmental Response, Compensation and Liability Act, of 1980, as amended, the
Resource Conservation and Recovery Act of 1976, as amended, the Safe Drinking
Water Act, the Toxic Substance Control Act, and the Hazardous Materials
Transportation Act, and to the best of SELLER's knowledge, the Property has been
operated prior to the Effective Date in substantial compliance with all
applicable laws, rules, regulations and orders of all governmental authorities
with jurisdiction over the Property, including without limitation all
environmental laws, rules, orders or regulations of all federal, state or
municipal body, the Comprehensive Environmental Response, Compensation and
Liability Act, of 1980, as amended, the Resource Conservation and Recovery Act
of 1976, as amended the Safe Drinking Water Act, the Toxic Substance Control
Act, and the Hazardous Materials Transportation Act and SELLER is not in default
under any permit, license or agreement relating to the operation and maintenance
of the Property.
3.3.2 LAWSUITS AND CLAIMS. SELLER has no notice of any lawsuit, claim or
demand pending or threatened related to the Property and to the best of SELLER's
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knowledge, there are no lawsuits, claims, or demands pending or threatened in
writing against SELLER or the operator of any portion of the Property, nor any
compliance orders or notices of probable violation or similar governmental
agency actions relating to the Property or the operation of the Property, except
as disclosed in writing by SELLER no later than ten (10) business days prior to
Closing.
3.3.3 PREFERENTIAL RIGHTS AND CONSENTS. Except as shown on Exhibit A, Part
III attached hereto, there are no preferential rights of purchase, rights of
first refusal, or similar rights with respect to any of the Property. Except as
shown on Exhibit A, Part III there are no consents or approvals, governmental or
otherwise, required to permit or enable SELLER to transfer to BUYER the
ownership and operation of the Property as contemplated by this Agreement.
3.3.4 TAKE-OR-PAY. SELLER is not obligated by virtue of any prepayment
arrangement under any contract for the sale of Hydrocarbons containing a
"take-or-pay" or similar provision, a production payment, "make-up" obligation,
gas imbalance, or any other arrangement to deliver Hydrocarbons produced from
the Property at some future time without then or thereafter receiving full
payment therefore, and SELLER's interest in the Property is not subject to any
non-consent or other penalty or provision which would prevent BUYER from taking
the working interest share of production from each Well.
3.3.5 OPEN AFE'S. Except as set forth on Exhibit A, Part V attached
hereto, there are no outstanding authorizations for expenditures.
3.3.6 TAXES. Except for those taxes and assessments for which a purchase
price adjustment is made under Article 7.4.3.2, all ad valorem, property,
production, severance, excise and similar taxes and assessments on the Property
that have become due and payable before the Effective Date have been paid.
3.3.7 CONTRACTS. SELLER has received no notice of default under any of the
Leases or Related Contracts. To the best of SELLER's knowledge (i) all Leases
and Related Contracts are in full force and effect and are the valid and legally
binding obligations of the parties thereto enforceable in accordance with their
respective terms; (ii) SELLER is not in material breach or default with respect
to any of its obligations pursuant to any of the Leases or Related Contracts;
and (iii) all payments (including, without limitation, royalties, delay rentals,
shut-in royalties, production payments, and valid calls under unit or operating
agreements) due thereunder have been timely paid.
3.3.8 OPERATION OF THE PROPERTY. To the best of SELLER's knowledge, the
operators of the Property have operated the Property in a good and workmanlike
manner in accordance with good oilfield practices.
3.3.9 PERFORMANCE OF OBLIGATIONS. SELLER, and to the best of SELLER's
knowledge, the operators of the Property, have complied with and performed all
terms and conditions of the Leases, whether express or implied, and made all
payments due under the Leases and no Lease has been forfeited, released,
terminated or surrendered.
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3.3.10 CALLS ON PRODUCTION. No party or person has the right to purchase
production from any portion of the Property pursuant to a call on production or
right of first refusal or similar arrangement.
3.3.11 SALES CONTRACTS. No production from the Property is sold under any
arrangement or committed to a sales contract which cannot be terminated upon 60
days or less notice.
3.4 NOTICE. SELLER and BUYER shall each give the other prompt written notice of
any matter materially affecting any of its representations or warranties under
this Article 3 or rendering any such warranty or representation untrue.
ARTICLE 4. WARRANTIES
4.1 TITLE; ENCUMBRANCES. SELLER SELLS AND TRANSFERS THE PROPERTY TO BUYER
SUBJECT TO ALL ROYALTIES, OVERRIDING ROYALTIES, BURDENS AND ENCUMBRANCES, AND
WITHOUT WARRANTY OF TITLE EXPRESS, STATUTORY, OR IMPLIED, EXCEPT BY, THROUGH AND
UNDER SELLER AND AS SET FORTH IN THIS SECTION 4.1.. SELLER HEREBY WARRANTS
SELLER HAS NOT ALLOWED ANY LIENS, MORTGAGES, SECURITY INTERESTS AND SIMILAR
ENCUMBRANCES TO BE PLACED ON THE PROPERTY. SELLER HEREBY WARRANTS GOOD AND
DEFENSIBLE TITLE TO THE PROPERTY BY, THROUGH AND UNDER SELLER BUT NOT OTHERWISE
AND AGREES TO INDEMNIFY AND SAVE BUYER HARMLESS, INCLUDING WITHOUT LIMITATION
FOR REASONABLE ATTORNEY'S FEES, FEES OF EXPERTS AND COURT COSTS, FROM AND
AGAINST ALL ADVERSE CLAIMS TO THE TITLE TO THE PROPERTY BY THROUGH OR UNDER
SELLER. SELLER AGREES THAT BUYER IS HEREBY SUBROGATED TO ANY AND ALL RIGHTS THAT
SELLER MAY HAVE AGAINST ANY PREDECESSOR OF SELLER WITH RESPECT TO TITLE TO THE
PROPERTY OR CLAIMS AGAINST SUCH TITLE. SELLER HEREBY REPRESENTS AND WARRANTS
THAT TO THE BEST OF ITS KNOWLEDGE, ALL ROYALTIES, OVERRIDING ROYALTIES, BURDENS
AND ENCUMBRANCES ARE DISCLOSED.
4.2 OTHER PROPERTY WARRANTIES. EXCEPT AS OTHERWISE PROVIDED IN ARTICLE 4.1,
SELLER SELLS AND TRANSFERS THE PROPERTY TO BUYER WITHOUT ANY EXPRESS, STATUTORY
OR IMPLIED WARRANTY OR REPRESENTATION OF ANY KIND, INCLUDING WARRANTIES RELATING
TO (i) THE CONDITION OR MERCHANTABILITY OF THE PROPERTY, OR (ii) THE FITNESS OF
THE PROPERTY FOR A PARTICULAR PURPOSE. BUYER HAS INSPECTED, OR BEFORE CLOSING
WILL HAVE INSPECTED OR BEEN GIVEN THE OPPORTUNITY TO INSPECT, THE PROPERTY AND
IS SATISFIED AS TO THE PHYSICAL AND ENVIRONMENTAL CONDITION (BOTH SURFACE AND
SUBSURFACE) OF THE PROPERTY AND ACCEPTS THE PROPERTY "AS IS", "WHERE IS", AND
"WITH ALL FAULTS."
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4.3 INFORMATION ABOUT THE PROPERTY. SELLER MAKES NO WARRANTY OR REPRESENTATION,
EXPRESS, STATUTORY OR IMPLIED, AS TO (i) THE ACCURACY, COMPLETENESS, OR
MATERIALITY OF ANY DATA, INFORMATION OR RECORDS FURNISHED TO BUYER IN CONNECTION
WITH THE PROPERTY; (ii) THE QUALITY AND QUANTITY OF HYDROCARBON RESERVES (IF
ANY) ATTRIBUTABLE TO THE PROPERTY; (iii) THE ABILITY OF THE PROPERTY TO PRODUCE
HYDROCARBONS, INCLUDING WITHOUT LIMITATION PRODUCTION RATES, DECLINE RATES AND
RECOMPLETION OPPORTUNITIES; (iv) THE PRESENT OR FUTURE VALUE OF THE ANTICIPATED
INCOME, COSTS OR PROFITS, IF ANY, TO BE DERIVED FROM THE PROPERTY, OR (v) THE
ENVIRONMENTAL CONDITION OF THE PROPERTY. ANY AND ALL DATA, INFORMATION OR OTHER
RECORDS FURNISHED BY SELLER ARE PROVIDED TO BUYER AS A CONVENIENCE AND BUYER'S
RELIANCE ON OR USE OF THE SAME IS AT BUYER'S SOLE RISK.
ARTICLE 5. TITLE EXAMINATION AND PHYSICAL INSPECTION
5.1 INFORMATION AND ACCESS. To allow BUYER to confirm SELLER's title to the
Property, SELLER shall give BUYER, and BUYER's authorized representatives, at
mutually agreeable times before Closing, access to all title opinions
andaccounting, contract, land and lease records, to the extent such data and
records are in SELLER's possession and relate to the Property. During due
diligence, BUYER may photocopy such records at its sole expense. BUYER shall
keep confidential all information made available to BUYER until Closing. BUYER
shall take all reasonable steps necessary to ensure that BUYER's authorized
representatives comply with the provisions of this Section 5.1.
5.2 TITLE PENDING GOVERNMENTAL CONSENTS. Until SELLER and BUYER obtain federal
and state approval of the sale and assignment of any Leases requiring such
approval, SELLER will continue to hold record title to such Leases as nominee
for BUYER. Until the required approvals are obtained, SELLER will act only upon
and in accordance with BUYER's specific written instructions and will have no
authority, responsibility or discretion to perform any tasks with respect to
such Leases other than purely administrative or ministerial tasks, unless
otherwise specifically requested and authorized by BUYER in writing. If any
required approval is finally denied, SELLER shall refund to BUYER, in cash, the
portion of the Purchase Price allocated to the Leases (the "Allocated Value") as
set forth on Exhibit "C" hereto, for which the approval was denied and BUYER
shall immediately reassign such Leases and other Property to SELLER. If such a
reassignment occurs, BUYER shall indemnify and hold SELLER harmless from any and
all claims, suits, obligations, liabilities, losses, costs and expenses of any
kind or character (unless resulting from the negligence or willful misconduct of
SELLER) relating to such Leases and other Property accruing between Closing Date
and the date on which BUYER reassigns the Leases and other Property to SELLER.
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5.3 TITLE AND ENVIRONMENTAL DEFECTS.
5.3.1 BUYER will review title to the Property prior to Closing and notify
SELLER in writing of any title defect or environmental defect (collectively, a
"Defect") it discovers as soon as reasonably practicable after its discovery,
but in no event less than ten (10) business days prior to the Closing Date in
the case of a title defect or ten (10) business days prior to the Closing Date
in the case of an environmental defect. BUYER will be deemed to have
conclusively waived any title defect about which it fails to notify SELLER in
writing within the applicable period specified in the preceding sentence.
5.3.2 If BUYER properly notifies SELLER of any material Defect, BUYER
shall have the option to either (i) waive the Defect and close, (ii) request
SELLER to cure the Defect, but SELLER will have no obligation to cure any
Defects in the Property, or (iii) if SELLER declines to cure a material Defect,
exclude the portion of the Property affected by the defect from the transaction
under this Agreement, in which case the Purchase Price will be reduced by the
Allocated Value of the excluded Property. If BUYER asks SELLER to cure a
material Defect, and SELLER agrees to attempt to cure the Defect, the Closing
with respect to the affected Property only will be deferred and SELLER will have
thirty (30) days after the Closing Date to correct the Defect, in the case of a
title defect, or one hundred twenty (120) days in the case of an environmental
defect. With respect to all such material Defects that SELLER fails to cure to
the reasonable satisfaction of BUYER, BUYER may rescind its purchase of that
portion of the Property affected by those Defects. Notwithstanding the foregoing
provisions of this Section 5.3.2, if on the Closing Date the Allocated Value of
the Property affected by all uncured material Defects of which SELLER has been
properly notified and which have not been cured by Seller or waived by BUYER,
together with the Allocated Value of portions of the Property for which
preferential purchase rights have been exercised, exceeds twenty percent (20%)
of the Purchase Price, either BUYER or SELLER may terminate this Agreement, and
neither party will have any further rights or obligations under this Agreement.
5.3.3 (a) For the purpose of this Agreement, a material title defect
("Defective Interest") shall be any matter that, in the opinion of BUYER, would
cause the title to the Property to fail to qualify as marketable title.
Marketable title shall mean a title that can be deduced from the applicable
county, state and federal records and is such that (i) a reasonable and prudent
person engaged in the business of the ownership, development and operation of
oil and gas properties with the knowledge of all the facts and their legal
bearing would be willing to accept title to the Property, (ii) the title is free
and clear from liens and encumbrances that would materially reduce, impair or
prevent BUYER from receiving payment from the purchasers of production, or which
would materially impair or reduce the economic benefit BUYER could reasonably
expect from acquiring the Property; and (iii) defects asserting a change in
working interest or net revenue interest wherein SELLER's working interest is
increased or SELLER's net revenue interest is decreased from that set forth on
Exhibit A, Part II attached hereto. Neither the environmental condition of the
Property nor any failure to obtain Consents to the transfer of Related Contracts
will be considered a title defect under this Section 5.3.3.
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(b) For purposes of this Agreement, a material environmental defect
shall be any circumstance on or related to the Property which, in the opinion of
BUYER, constitutes an Environmental Obligation (as defined in Section 8.3)
requiring remediation, control or other response under environmental laws as in
effect on the date hereof and which might, under such laws, require BUYER to
expend in excess of $25,000 for any single Environmental Obligation or $100,000
for all Environmental Obligations in the aggregate. For purposes of this Section
5.3, obligations described in Section 8.2 shall not be considered Environmental
Obligations.
5.4 PREFERENTIAL PURCHASE RIGHTS. Seller has not heretofore sent letters to
parties holding preferential purchase rights covering the Properties requesting
a waiver of such rights as they may apply to the transactions set forth in this
Agreement. With respect to each such preferential purchase right, upon execution
of this Agreement SELLER shall send to the holder of such right a notice
offering to sell to such holder, in accordance with the contractual provisions
applicable to such right, those portions of the Property covered by such rights
on the same terms hereof and for the Allocated Value attributable to the
portions of the Property to which such rights apply", subject to adjustments in
the same manner as the Purchase Price is adjusted pursuant to of this Agreement.
If, prior to Closing, any holder of a preferential purchase right notifies
SELLER that it intends to consummate the purchase of the Properties to which its
preferential purchase right applies, then those properties shall be excluded
from the Properties to be conveyed to BUYER, and the Purchase Price shall be
reduced by the Allocated Value therefor, provided however, that if the holder of
such preferential purchase right fails to consummate the purchase of the
properties covered by such right, the SELLER shall so notify BUYER, and within
fifteen (15) business days after BUYER's receipt of such notice from SELLER,
SELLER shall sell to BUYER, and BUYER shall purchase from SELLER, for the
Allocated Value attributable to such properties and upon the other terms of this
Agreement the Properties to which the preferential purchase right is applied.
All properties for which preferential purchase right has been waived or for
which the time to exercise has lapsed prior to Closing shall be sold to BUYER at
Closing pursuant to the provisions of this Agreement.
5.5 INSPECTION; ASSUMPTION OF RISK. Before Closing, SELLER will permit BUYER and
its representatives, at their sole risk and expense, to conduct reasonable
inspections of the Property at times approved by SELLER. BUYER shall repair any
damage to the Property resulting from its inspection and shall indemnify, defend
and hold SELLER harmless from and against any and all losses, damages,
obligations, claims, liabilities, expenses (including court costs and attorney's
fees), or causes of action arising from BUYER's inspecting and observing the
Property, including without limitation, claims for personal injuries or death of
employees of the BUYER, its contractors, agents, consultants and
representatives, and property damages, regardless of whether such claims are
caused by the sole or concurrent negligence of SELLER or the condition of the
Property, provided however that this indemnity does not apply to the extent
these claims result, from the gross negligence or willful misconduct of Seller.
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ARTICLE 6. PRECLOSING OBLIGATIONS
6.1 OPERATIONS. BUYER shall assume all risk and realize all benefits of any such
change in condition of the Property from the Effective Date to Closing,
including but not limited to change in produced volumes, equipment failure, and
well completions, except to the extent any change in condition is directly
caused by the gross negligence or willful misconduct of SELLER. Notwithstanding
the foregoing, if prior to Closing all or any portion of the Property is
substantially damaged or destroyed by fire or other casualty ("Casualty
Defect"), SELLER shall promptly notify BUYER after SELLER learns of such event.
SELLER shall have the right but not the obligation to cure the Casualty Defect
by repair or replacement, to BUYER's reasonable satisfaction, with equivalent
items no later than Closing. If any uncured Casualty Defect exists at Closing,
BUYER shall proceed to purchase the affected portion of the Property, and the
Purchase Price shall be reduced by the aggregate reduction in value of the
affected portion of the Property as determined by the mutual agreement of the
parties.
6.2 PERMITS AND APPROVALS. SELLER will use its reasonable efforts to obtain all
necessary consents, approvals, or filings for the sale of the Property as may be
required under any agreement or governmental law or regulation.
ARTICLE 7. CLOSING; FINAL SETTLEMENT
7.1 CLOSING DATE. Unless BUYER and SELLER otherwise agree, the closing of this
purchase and sale (the "Closing") will occur on or before July 15, 1997 (the
actual date on which Closing occurs being the "Closing Date") in SELLER's
offices in Englewood, Colorado. Provided, however, if BUYER is diligently
pursuing its review of the Property but desires an extension of Closing, BUYER
may give SELLER a written request that Closing be delayed to no later than
August 1, 1997, and SELLER shall not unreasonably refuse such request. If SELLER
and BUYER agree to close the purchase and sale of the Property by mail rather
than in person, the Closing Date of this transaction sale will be the date on
which SELLER receives payment of the Purchase Price.
7.2 CONDITIONS TO CLOSING BUYER or SELLER are not obligated to close the
transactions that are the subject of this Agreement if:
7.2.1 Any matter represented or warranted by the other party in this
Agreement is not true, or is misleading in any material respect, as of the
Closing Date or any material obligation of the other party before the Closing
Date is not satisfied on the Closing Date.
7.2.2 Any suit or other proceeding is pending or threatened before any
court or governmental agency seeking to restrain, prohibit, or declare illegal,
or seeking substantial damages in connection with, the transaction that is the
subject of this Agreement, or there is reasonable basis for any such suit or
other proceeding.
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7.2.3 Any necessary waiver of Preferential Rights and Consents (other than
Consents typically obtained after Closing and Consents to the transfer of
Related Contracts) has not been obtained or waived.
7.2.4 SELLER shall not be obligated to close the transactions that are the
subject of this Agreement if BUYER has failed to deliver any notice or document
to SELLER that this Agreement requires BUYER to deliver to SELLER prior to
Closing.
7.2.5 BUYER shall not be obligated to close the transactions that are the
subject of this Agreement if SELLER has failed to deliver any notice or document
to BUYER that this Agreement requires SELLER to deliver to BUYER prior to
Closing.
7.3 CLOSING. SELLER and BUYER have the following obligations at Closing:
7.3.1 SELLER'S OBLIGATIONS. At Closing, SELLER shall deliver to BUYER:
(i) An executed and acknowledged Assignment and Xxxx of Sale (in
sufficient counterparts for recording) in the form of Exhibit B (the "Assignment
and Xxxx of Sale");
(ii) The Stock Agreement, executed by SELLER;
(iii) Letters in lieu of transfer orders, in a form satisfactory to
BUYER, signed by SELLER and addressed to all parties which pay SELLER for
Hydrocarbons produced from the Property directing such party to pay BUYER for
all such Hydrocarbons produced and sold after the Effective Date.
(iv) Any other appropriate instruments necessary to effect or
support the transaction contemplated in this Agreement, including, without
limitation, any lease assignment forms or other forms or filings required by
federal or state agencies to transfer ownership of the Property.
(v Written notification that applicable preferential purchase rights
have been waived or the time within which they were required to be exercised has
lapsed.
7.3.2 BUYER'S OBLIGATIONS. At Closing, BUYER shall:
(i) Pay SELLER the cash portion of the Purchase Price adjusted for
pre-closing adjustments provided in this Agreement, either by cashier's check or
wire transfer of immediately available funds into an account designated by
SELLER according to SELLER's instructions, and deliver the Stock;
(ii) Deliver the Purchase Warrant, executed by BUYER, to SELLER;
(iii) Deliver the Stock Agreement, executed by BUYER, to SELLER;
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(iv) Deliver a certificate or multiple certificates (as SELLER may
reasonably request) representing the Stock to SELLER;
(v) Execute any ratification and joinder instruments required to
transfer SELLER's rights, obligations and interests in the Related Contracts and
other Property; and
(vi) Execute any applications necessary to transfer regulatory
permits to which the Property is subject, and which SELLER has agreed to
transfer under this Agreement.
7.3.3 DOCUMENT PREPARATION. Unless SELLER and BUYER otherwise agree,
SELLER will prepare any closing documents to be executed on mutually agreed to
forms and delivered under Sections 7.3.1 and 7.3.2 at Closing.
7.4 POST-CLOSING OBLIGATIONS. SELLER and BUYER have the following
post-closing obligations:
7.4.1 RECORDS. Within fifteen (15) days after Closing, SELLER shall
deliver to BUYER the originals (or if originals are not available, legible
copies) the Records, at a location designated by BUYER. BUYER shall use its best
efforts to preserve and maintain the Records for at least seven (7) years after
the Closing Date. BUYER shall notify SELLER before destroying any of the Records
during such period. SELLER reserves the right to access and copy (at its own
expense) the Records for seven (7) years after the Closing Date, and BUYER
agrees to provide access to the Records to SELLER during normal business hours.
7.4.2 RECORDING AND FILING. BUYER, within thirty (30) days after Closing,
shall (i) record the Assignment and Xxxx of Sale and all other instruments that
must be recorded to effectuate the transfer of the Property; and (ii) file for
approval with the applicable government agencies all state and federal transfer
and assignment documents for the Property. BUYER shall provide SELLER a recorded
copy of the Assignment and Xxxx of Sale and other recorded instruments, and
approved copies of the state and federal transfer and assignment documents as
soon as they are available.
7.4.3 Final SETTLEMENT STATEMENT. SELLER shall deliver to BUYER, within
120 days after the Closing Date, a final settlement statement that will adjust
the Purchase Price for revenues and expenses not accounted for in the Closing
adjustments as follows.
7.4.3.1 The Purchase Price will be adjusted upward by the amount of:
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(i) All actual production expenses, operating expenses,
overhead charged under applicable operating agreements, and capital
expenditures, which must be BUYER approved if the expenditure exceeds the amount
allowed for under the applicable joint operating agreement, (including without
limitation royalties, minimum royalties, rentals and prepaid charges) paid by
SELLER and attributable to operation of the Property on and after the Effective
Date;
(ii) The value of the Stock Tank Oil, less applicable taxes,
royalties and burdens which shall be paid by SELLER, as provided in Section
1.3.1 of this Agreement, and any proceeds received by BUYER for the sale of
production from the Property before the Effective Date; and
(iii)Any other amounts to which SELLER is entitled under this
Agreement, including provisions under Article 10, that are not paid as part of
the Purchase Price at Closing.
7.4.3.2 The Purchase Price will be adjusted downward by the amount
of:
(i) Any proceeds received by SELLER for production from the
Property on and after the Effective Date, as provided in Section 1.3.2 of this
Agreement;
(ii) Any other amounts to which BUYER is entitled under this
Agreement, including provisions under Article 10, that are not paid or
reimbursed at Closing.
SELLER's failure to deliver the final settlement statement within 120 days
will not constitute a waiver of any right to an adjustment otherwise due.
7.4.4 FINAL SETTLEMENT. The parties will attempt to agree to the final
settlement statement within 30 days after delivery to BUYER, and settlement will
be made by company check, or wire transfer, at the receiving party's option,
within 15 days after agreement. Thereafter, if SELLER or BUYER receives
additional proceeds or pays additional expenses for or on behalf of the other
party, they shall promptly invoice the other party for expenses paid or remit to
the other party any proceeds received. All adjustments to the Purchase Price due
to the Final Settlement Statement shall be made in cash. Interest will accrue on
the amount of such final settlement at the prime commercial lending rate of
Comerica Bank - Texas from time to time, plus 2%, or the maximum legal rate,
whichever is less, from the one hundred twenty-first day following Closing until
paid.
7.4.5 FURTHER ASSURANCES. BUYER and SELLER agree to execute and deliver
from time to time such further instruments and do such other acts as may be
reasonably necessary to effectuate the purposes of this Agreement.
ARTICLE 8. ASSUMPTION OF OBLIGATIONS
8.1 OWNERSHIP AND OPERATIONS. Upon and after Closing, BUYER shall assume and
perform all the rights, duties, obligations and liabilities of ownership of the
Property accruing after the Effective Date, including without limitation: (i)
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all of the express and implied obligations and covenants after the Effective
Date under the terms of the Leases, the Related Contracts and all other orders
and contracts to which the Property is subject; (ii) responsibility for all
royalties, overriding royalties, production payments, net profits obligations,
rentals, shut-in payments and other burdens or encumbrances to which the
Property is subject accruing after the Effective Date; and (iii) all other
obligations assumed by BUYER under this Agreement. SELLER remains responsible
for all costs, expenses and liabilities incurred by SELLER in connection with
the ownership of the Property before the Effective Date, except those for which
BUYER indemnities SELLER, or which BUYER assumes in this Agreement.
8.2 PLUGGING AND ABANDONMENT OBLIGATIONS. From and after the Effective Date,
BUYER assumes full responsibility and liability for the following obligations of
SELLER related to the Property (the "Plugging and Abandonment Obligations"): (i)
plugging, and abandoning all Xxxxx; (ii) removing and disposing of all
structures and equipment located on or comprising part of the Property, (iii)
the necessary and proper capping and burying of all associated flow lines
located on or comprising part of the Property; (iv) restoring the leasehold
premises of the Property, both surface and subsurface, to the condition they
were in before commencement of oil and gas operations, as may be required by
applicable laws, regulation or contract; and (v) any necessary disposal of
Property contaminated by naturally occurring radioactive material ("NORM").
BUYER's obligations under this Section 8.2 include without limitation
obligations arising from contractual requirements and demands made by authorized
regulatory bodies or parties claiming a vested interest in the Property. With
respect to any non-operating interests in the Property being transferred to
BUYER under this Agreement, BUYER shall assume full responsibility and
liability, from and after the Effective Date, for that portion of the Plugging
and Abandonment Obligations of SELLER for which non-operators are responsible.
Notwithstanding anything to the contrary contained herein, SELLER shall be
responsible for all costs of such plugging and other operations actually
performed prior to the Effective Date.
8.3 ENVIRONMENTAL OBLIGATIONS. From and after the Effective Date, with respect
to the non-operating interests in the Property being transferred to BUYER under
this Agreement, BUYER agrees to assume full responsibility and liability for
that portion of the following occurrences, events and activities on or relating
to the Property (the "Environmental Obligations") for which non-operators are
responsible, whether arising before or after the Effective Date: (i)
environmental pollution or contamination, including pollution of the soil,
groundwater or air; (ii) underground injection activities and waste disposal
onsite or offsite; (iii) clean-up responses, and the cost of remediation,
control or compliance with respect to surface and subsurface pollution caused by
spills, pits, ponds or lagoons; (iv) failure to comply with applicable land use,
surface disturbance, licensing or notification requirements; and (v) violation
of environmental or land use rules, regulations, demands or orders of
appropriate state or federal regulatory agencies.
ARTICLE 9. INDEMNITIES
9.1 SELLER'S INDEMNITY. Except as otherwise provided herein and for a period of
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one year from Closing, SELLER shall assume and indemnify and hold harmless BUYER
and its subsidiaries, affiliates, and parents, and its and their employees,
representatives, officers, directors, attorneys and agents from and against all
claims, expenses (including attorneys' fees), damages, losses, liabilities,
obligations, penalties, and assessments relating to the Property (a) which
accrue or relate to occurrences or operations prior to the Effective Date
including, without limitation, claims, expenses, damages, losses, liabilities,
obligations, penalties, and assessments in connection with owning, operating,
developing, and maintaining any of the Property prior to the Effective Date, or
(b) resulting from any breach by SELLER of any of SELLER's representations,
warranties, covenants, indemnities, and other agreements set forth in this
Agreement. SELLER's indemnity of BUYER shall include Environmental Obligations
arising before the Effective Date and which was either a violation of, or
required clean-up, remediation, or other response under environmental laws as
they existed on the Closing Date, except environmental defects raised by BUYER
pursuant to Section 5.3, provided SELLER shall not indemnify BUYER with respect
to any such Environmental Obligation (i) as to which BUYER does not give SELLER
written notice on or prior to the first anniversary of the Closing Date or (ii)
as to which the cost to BUYER resulting from such Environmental Obligation is
less than $25,000 individually. Notwithstanding the foregoing provisions,
SELLER's indemnity shall be limited to Environmental Obligations in aggregate
not to exceed the Purchase Price.
9.2 BUYER'S INDEMNITY. Except as otherwise provided herein, BUYER shall assume
and indemnify and hold harmless SELLER and its subsidiaries, affiliates, and
parents, and its and their employees, representatives, offices, directors,
attorneys and agents from and against all claims, expenses (including attorneys'
fees), damages, losses, liabilities, obligations, penalties, and assessments
relating to the portion of the Property transferred to BUYER (a) which arise or
relate to occurrences or operations on or after the Effective Date including,
without limitation, claims, expenses, damages, losses, liabilities, obligations,
penalties, and assessments in connection with owning, operating, developing, and
maintaining any of the portion of the Property transferred to BUYER on or after
the Effective Date, or (b) resulting from any breach by BUYER of any of BUYER's
representations, warranties, covenants, indemnities, and other agreements set
forth in this Agreement.
9.3 CLAIMS. Promptly upon the discovery thereof SELLER or BUYER, as may be the
case, shall give written notice to the other of any claim with respect to which
the party giving notice asserts it is entitled to indemnity or payment pursuant
to this Article 9. For the purpose of this Article the party giving notice of a
claim shall be referred to as the "Indemnified Party" and the party receiving
notice of a claim shall be referred to as the "Indemnifying Party". In the event
that the Indemnified Party gives notice of a claim to the Indemnifying Party,
such notice shall set forth the facts known to the Indemnified Party pertaining
to the claim, and shall specify the manner in which the Indemnified Party
proposes to respond to the claim. Within ten (10) days of receipt of such notice
the Indemnifying Party shall state in writing: (i) whether the Indemnified Party
may proceed to respond to the claim in the manner set forth in its notice; or
(ii) whether the Indemnifying Party shall assume responsibility for and conduct
negotiations, defense, or settlement of the claim, and if so, the specific
manner in which the Indemnifying Party proposes to proceed.
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9.4 NORM. BUYER ACKNOWLEDGES THAT IT HAS BEEN INFORMED THAT OIL AND GAS
PRODUCING FORMATIONS CAN CONTAIN NATURALLY OCCURRING RADIOACTIVE MATERIAL
("NORM"). SCALE FORMATION OR SLUDGE DEPOSITS CAN CONCENTRATE LOW LEVELS OF NORM
ON EQUIPMENT AND OTHER PROPERTY. SOME OR ALL OF THE EQUIPMENT, MATERIALS AND
OTHER PROPERTY SUBJECT TO THIS AGREEMENT MAY HAVE LEVELS OF NORM ABOVE
BACKGROUND LEVELS. A HEALTH HAZARD MAY EXIST IN CONNECTION WITH THIS EQUIPMENT,
MATERIALS AND OTHER PROPERTY. THEREFORE, BUYER MAY NEED TO FOLLOW SAFETY
PROCEDURES WHEN HANDLING THIS EQUIPMENT, AND OTHER PROPERTY. BUYER shall
indemnify, defend and hold SELLER harmless from and against any and all Claims
(including without limitation cleanup and disposal costs) arising out of the
existence of NORM on any portion of the Property transferred to BUYER under this
Agreement.
ARTICLE 10. TAXES AND EXPENSES.
10.1 RECORDING EXPENSES. BUYER shall pay all costs of recording and filing the
Assignment and Xxxx of Sale for the Property, all state and federal transfer and
assignment documents, and all other instruments.
10.2 AD VALOREM, REAL PROPERTY AND PERSONAL PROPERTY TAXES. All Ad Valorem
Taxes, Real Property Taxes, Personal Property Taxes, and similar obligations
("Property Taxes") of the Property are SELLER's obligation for periods billed
before the Effective Date and BUYER's obligation for periods billed on and after
the Effective Date. On a mutually agreeable basis, BUYER and SELLER shall each
pay its proportionate share of these taxes, prorated as of the Effective Date,
as a post-closing adjustment under Article 7.4 of this Agreement. If Property
Taxes for the current tax year of 1997 have not been assessed and paid as of the
Closing Date, the SELLER shall file all required reports and returns incident to
the Property Taxes and pay the Property Taxes for the current tax year. If
Property Taxes for the tax year of 1997 have been assessed and paid as of the
Closing Date, the BUYER will reimburse the SELLER for its proportionate share of
these taxes, prorated as of the Effective Date, as a post-closing adjustment
under Article 7.4 of this Agreement.
10.3 SEVERANCE TAXES. SELLER shall bear and pay all severance taxes to the
extent attributable to production from the Property before the Effective Date.
SELLER shall withhold and pay on behalf of BUYER all such taxes relating to
production from the Property between the Effective Date and the Closing Date.
BUYER shall bear and pay all such taxes on production from the Property on and
after the Closing Date. If either party pays taxes owed by the other, upon
receipt of evidence of payment, the nonpaying party will reimburse the paying
party promptly for its proportionate share of such taxes.
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10.4 TAX REPORTING SELLER and BUYER agree that this transaction is not subject
to the reporting requirement of Section 1060 of the Internal Revenue Code of
1986, as amended, and that, accordingly, IRS Form 8594, Asset Acquisition
Statement, is not required and will not be filed for this transaction. If the
parties mutually agree that a filing of Form 8594 is required, the parties will
confer and cooperate in the preparation and filing of their respective forms to
reflect a consistent reporting of the agreed upon allocation of the value of the
Property.
10.5 SALES TAXES. Subject to Closing and Post-Closing Adjustments to the
Purchase Price, BUYER shall remit all applicable state and county sales taxes
due after Closing on the Property.
ARTICLE 11. MISCELLANEOUS
11.1 PRESS RELEASES. Neither party may make press releases or other public
announcements concerning this transaction, without the other party's prior
written approval and agreement to the form of the announcement, except as may be
required by applicable laws or rules and regulation of any governmental agency
or stock exchange.
11.2 NOTICES. All notices under this Agreement must be in writing. Any notice
under this Agreement may be given by personal delivery, facsimile transmission,
U.S. mail (postage prepaid), or commercial delivery service, and will be deemed
duly given when received by the party charged with such notice and addressed as
follows:
SELLER: BUYER:
Belleview 1992 Income Fund L.P. Cliffwood Oil & Gas Corporation
00 Xxxxxxxxx Xx. Xxxx, Xxx. 000 110 Cypress Station Dr., Ste. 220
Englewood, Colorado 80112 Xxxxxxx, XX 00000
Attn: Xxxxxxx X. Xxx Attn: Xxxxx X. Xxxxxxxxx - Pres.
FAX: 000-000-0000 FAX: 000-000-0000
Any party, by written notice to the other, may change the address or the
individual to which or to whom notices are to be sent under this Agreement.
11.4 EFFECTIVE DATE. The Effective Date of this Agreement will be 11:59 p.m.,
local time, where the Property is located, on the date set forth in the
Preamble.
11.5 BINDING EFFECT; ASSIGNMENT. Neither party may assign its rights or
obligations under this Agreement without the prior written consent of the other,
unless the assignment occurs by merger, reorganization or sale of all of a
party's assets. This Agreement shall be binding upon and shall inure to the
benefit of and be enforceable by each of the parties, and their successors and
permitted assigns. This Agreement shall not be assigned by BUYER without the
consent of SELLER or by SELLER without the consent of the BUYER, except that
SELLER or BUYER may assign its rights hereunder to any subsidiary or affiliate.
This provision pertains to this Agreement only and does not require BUYER to
obtain the consent of SELLER prior to selling all or any part of the Property
after Closing.
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11.6 ENTIRETY OF AGREEMENT; AMENDMENT. This Agreement, including the Exhibits
hereto, along with the Stock Agreement and the Purchase Warrant, constitutes the
entire understanding between the parties with respect to subject matter hereof,
superseding all negotiations, prior discussions, representations, and prior
agreements and understandings relating hereto.
11.7 SUCCESSORS AND ASSIGNS. This Agreement binds and inures to the benefit of
the parties hereto their respective permitted successors and assigns, and
nothing contained in this Agreement, express or implied, is intended, to confer
upon any other person or entity any benefits, rights, or remedies.
11.8 GOVERNING LAW. THIS AGREEMENT IS GOVERNED BY AND MUST BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS EXCLUDING ANY CONFLICTS-OF-LAW
RULE OR PRINCIPLE THAT MIGHT APPLY THE LAW OF ANOTHER JURISDICTION.
11.9 SURVIVAL. All of the representations, warranties, and agreements of or by
the parties to this Agreement survive the execution and delivery of the
Assignment and Xxxx of Sale and the transfer of the Property to BUYER.
11.10 EXHIBITS. The Exhibits attached to this Agreement are incorporated into
and made a part of this Agreement. In the event of a conflict between the
provisions of the Exhibits or the executed Assignment and Xxxx of Sale and the
foregoing provisions of this Agreement, the provisions of this Agreement take
precedence over the foregoing Exhibits and the executed Assignment and Xxxx of
Sale . In the event of a conflict between the provisions of the pro forma
Assignment and Xxxx of Sale attached to this Agreement as Exhibit B and the
executed Assignment and Xxxx of Sale, the provisions of the executed Assignment
and Xxxx of Sale take precedence.
11.11 OPERATORSHIP. Upon and after Closing, SELLER shall take all action and
execute all documents reasonably requested by BUYER so as to have BUYER named as
successor operator on those portions of the Property where SELLER is operator as
of the date hereof.
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The authorized representatives of SELLER and BUYER sign below indicating their
agreement to the terms of this Agreement.
SELLER: BUYER:
BELLEVIEW 1992 INCOME FUND L.P. CLIFFWOOD OIL & GAS CORP.
By: /S/ XXXXXXX X. XXX By: /S/ XXXXX X. XXXXXXXXX
Belleview Capital Corp., Xxxxx X. Xxxxxxxxx, President
General Partner
Xxxxxxx X. Xxx, President
Date: /S/ JUNE 10,1997 Date: /S/ JUNE 12, 1997
CORPORATE ACKNOWLEDGMENTS
STATE OF COLORADO SS.
SS.
COUNTY OF ARAPAHOE SS.
On this /S/ 10TH_ day of June, 1997, before me personally appeared Xxxxxxx
X. Xxx, who, being by me duly sworn, did say that he is the President of
Belleview Capital Corp., General Partner of Belleview 1992 Income Fund, L.P. and
that said instrument was signed and sealed in behalf of said corporation by
authority of its Board of Directors, and said Xxxxxxx X. Xxx acknowledged said
instrument to be the free act and deed of said corporation.
WITNESS my hand and official seal.
/S/ XXXXX X. MERGES
Notary Public
State of Colorado
My Commission Expires:
/S/ AUGUST 12, 1998__
STATE OF TEXAS SS.
SS.
COUNTY OF XXXXXX XX.
On this /S/ 12TH_day of June, 1997, before me personally appeared Xxxxx X.
Xxxxxxxxx, being by me duly sworn, did say that he is the President of Cliffwood
Oil & Gas Corp., and that said instrument was signed and sealed in behalf of
said corporation by authority of its Board of Directors, and said Xxxxx X.
Xxxxxxxxx acknowledged said instrument to be the free act and deed of said
corporation.
WITNESS my hand and official seal.
/S/ XXXXXXXXX X. XXXXXXX
Notary Public
State of Texas
My Commission Expires:
/S/ NOVEMBER 8, 2000
