Exhibit 10.2
SALES & PURCHASE AGREEMENT
1. Texaurus Energy Inc. ("Buyer") agrees to purchase from Kilrush
Petroleum, Inc. ("Seller") the "Properties" described on Exhibit "A" attached
hereto and made a part hereof. The agreed total consideration payable by Buyer
to Seller for the Properties is US $5,225,000.00 cash (the "Purchase Price").
The total consideration is allocated $2,016,951.46 for Xxxxxx Creek Field and
$3,208,048.54 for Xxxxxxxx Field.
2. The "Effective Date" of the purchase and sale shall be January 1, 2006
at 7:00 a.m., local time where the Properties are located. Closing shall occur
at a mutually agreed location in Houston, Texas on or before the
hereinafter-defined "Closing Date". The "Closing Date" shall be 10:00 A.M.,
Friday, March 24, 2006 in Houston, Texas. At Closing Buyer shall tender, as
hereinafter set forth, the Purchase Price. Simultaneously, Seller, as Assignor,
shall execute and deliver to Buyer two counterpart originals of an assignment or
assignments conveying the Properties to Buyer as of the Effective Date. Buyer
agrees to execute the assignment(s) as Assignee therein. One set of original and
fully executed assignment(s) shall be sent for recording in Calcasieu and Xxxxx
Parishes, Louisiana immediately following Closing. Buyer shall retain the other
set of original executed assignment(s). Seller shall prepare and submit to Buyer
for its review the proposed form of assignment(s) at least 10 days prior to the
Closing Date.
3. At Closing, Buyer is authorized and hereby agrees to tender to Seller
the Purchase Price as follows:
(i) $5,070,500.00 cash by wire transfer to the account of
Kilrush Petroleum, Inc., Account No. 501203223, The Frost
National Bank, ABA Xx. 000000000, Xxx Xxxxxxx, Xxxxx;
(ii) $154,500.00 cash by wire transfer to the account of Xxxxx
Oil & Gas Properties, Inc., Account No. 5000003012, Bank:
Prosperity Bank, ABA No. 000000000, location: Houston, Texas;
4. Prior to Closing Seller shall disclosure to Buyer whether Seller has
received revenues and/or incurred expenses associated with the Properties for
the time period following the Effective Date. In such event the cash portion of
the Purchase Price shall be adjusted accordingly.
5. Buyer, and its representatives, shall be entitled to conduct a
due-diligence review of the Properties at the sole risk and expense of Buyer.
Such due-diligence review must be completed by Buyer not less than five days
prior to Closing. Seller shall provide Buyer and its representatives access to
Seller's offices during normal business hours at which Buyer shall be permitted
to review Seller's files and other relevant information regarding the
Properties. Prior to any physical inspection of the Properties, Buyer, if
requested by an Operator of the Properties, will execute a "Release and
Indemnity" in a form satisfactory to such Operator. Buyer shall satisfy itself,
at least five (5) business days prior to closing, as to title and physical
condition of the properties including environmental condition.
6. All expenses incurred by Buyer in connection with or related to the
submission of this offer, the contemplated transaction, and all other matters
relevant to Closing, including without limitation, all fees and expenses of
counsel, accountants and financial advisors employed by the Buyer shall be borne
solely and entirely by Buyer.
7. Buyer and Seller agree that the terms and conditions of this Agreement
as well as all data and information provided to Buyer by Seller shall be treated
as confidential and shall not be disclosed to any third party without the prior
written consent of the parties hereto, except as may be required by law. In the
event Closing does NOT occur or this Agreement otherwise becomes null and void
Buyer agrees to return to Seller and/or Xxxxx Oil and Properties, Inc. any and
all information regarding the Properties that were provided to Buyer by Seller
and/or Xxxxx Oil and Properties, Inc.
8. The parties hereto agree to comply with any and all applicable laws,
rules and regulations affecting the Properties and the contemplated transaction.
9. Buyer acknowledges that whereas Buyer has not and does not intend to
pay Seller an xxxxxxx money deposit, the Properties shall remain subject to
prior sale by Seller. It is the intention that while this Agreement remains in
effect and prior to Closing, Seller may continue to actively and freely market
the Properties to parties other than Buyer and Seller may receive and accept
offers to purchase the Properties from such other parties. Should Seller agree
to sell the Properties to a party other than Buyer, this Agreement shall
immediately become null and void. Seller agrees to notify Buyer should Seller
agree to sell the Properties to another party during the life of this Agreement.
Unless sooner terminated as set forth above, this Agreement shall be considered
null, void and of no further force and effect at 5:00 P.M. local time on Friday,
March 24, 2006 in Houston, Texas.
Agreed to and accepted this day of , 2006
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by Buyer:
Texaurus Energy, Inc.
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx, Executive Chairman
Agreed to and accepted this 24th day of March , 2006
by Seller:
Kilrush Petroleum, Inc.
By: /s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx, President
