PURCHASE AND SALE AGREEMENT
THIS
PURCHASE AND SALE AGREEMENT ("Agreement") is made and entered into as of the
29th day of March, 2007, by and between AMERISTATE EXPLORATION,
LLC, a Texas limited liability company whose address is 000
Xxxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000 ("Seller"), and LEGACY
RESERVES OPERATING LP, a Delaware limited partnership, whose address is
000 Xxxx Xxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000
("Purchaser").
R
E C I T A L S:
Seller
desires to sell, and Purchaser desires to purchase, certain oil and gas
properties and related rights on the terms and conditions set forth in this
Agreement.
NOW,
THEREFORE, in consideration of the premises, the mutual covenants, agreements,
and obligations hereinafter set forth, and other good and valuable
consideration, the legal sufficiency of which is hereby acknowledged, Seller
and
Purchaser have agreed and do hereby agree as follows:
ARTICLE
I
SALE
AND PURCHASE
1.01 Effective
Time. The effective date and time of the purchase and sale
contemplated hereby shall be 7:00 a.m., local time where the applicable
properties are situated, on January 1, 2007 (the “Effective Time”).
1.02 The
Assets. Subject to all of the terms and conditions of
this Agreement, Seller agrees to sell, convey, and deliver to Purchaser, and
Purchaser agrees to purchase, pay for, and accept from Seller, effective as
of
the Effective Time, all of the following assets, less the Excluded Assets
(hereinafter defined), (as so limited, the “Assets”):
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(a)
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All
of Seller's right, title, and interest in and to the oil and gas
leases,
lands, and other property rights described on Exhibit
A attached hereto and made a part hereof for all purposes
(collectively, the "Leases"), including, without limitation, all
leasehold, overriding royalty, royalty, mineral, surface or other
interests in the Leases or in the lands covered by the
Leases;
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(b)
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All
of Seller's right, title, and interest in and to all improvements,
fixtures, personal property, easements, permits, licenses, servitudes,
and
rights-of-way to the extent the same are situated upon and used
or held
for use in connection with the exploration, development, or operation
of
the Leases, or the production, treating, storage, or transportation
of
oil, gas, other hydrocarbons, or other minerals or the disposal
of water
or other wastes
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therefrom,
including, without limitation, all xxxxx (whether producing, plugged and
abandoned, shut-in, injection, disposal, or water supply xxxxx), tanks, boilers,
buildings, machinery and other equipment, pipelines, power lines, telephone
and
telegraph lines, roads, and other appurtenances to the extent the same are
situated upon and used or held for future use in connection with the
exploration, development, or operation of the Assets and/or the production,
treating, storing, or transportation of oil, gas, other hydrocarbons, or
other
minerals or the disposal of water or other wastes therefrom;
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(c)
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All
of Seller's right, title, and interest in, to, under, or derived
from any
presently existing and valid unitization, communitization and pooling
agreements and the units created thereby (including all units formed
by
voluntary agreements and those formed under orders, regulations,
rules, or
other official acts of any federal, state, or other governmental
agency
having jurisdiction);
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(d)
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All
of Seller's right, title, and interest in, to, under, or derived
from all
of the presently existing and valid oil, casinghead gas and gas sales,
purchase, exchange, operating, and processing contracts and agreements,
and all other contracts, agreements, and instruments relating to
the
Leases, including, but not limited to, the agreements listed on
Exhibit A attached hereto and made a part hereof
for all purposes (the "Contracts");
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(e)
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To
the extent transferable, copies of all of Seller's seismic,
geological, and geophysical data, records, information, and
interpretations in any way related to the Leases or any lands or
leases
pooled, communitized or unitized therewith (the "Geoscientific Rights
and
Data");
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(f)
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All
of Seller's right, title, and interest in and to all lease files,
land
files, well files, production records, division order files, abstracts,
title opinions, and contract files, insofar as they are directly
related
to the Leases or any lands or leases pooled, communitized or unitized
therewith (collectively, the “Records”);
and
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(h)
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All
of Seller's right, title, and interest in and to all oil, gas, and
other
hydrocarbon substances produced from or attributable or allocable
to the
Leases on and after the Effective
Time.
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1.03 Excluded
Assets. Notwithstanding anything in this Agreement to
the contrary, the Assets do not include, and Seller hereby expressly excludes
from this sale and reserves unto itself, its successors and assigns, any and
all
rights, titles, and interests of Seller in and to the following
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(collectively,
the “Excluded Assets”): (a) Seller's corporate, financial, and tax
records and legal files, except that Seller will provide Purchaser with copies
of any tax records that are necessary for Purchaser's ownership, administration,
or operation of the Assets; (b) all claims and causes of action of Seller
arising from or related to the ownership or operation of the Leases for all
periods of time prior to the Effective Time; (c) all prepayments, deposits,
and
advances of Seller with respect to the Leases; and (d) all oil, gas,
and other hydrocarbon substances produced from or attributable or allocable
to
Seller's interest in the Leases for periods prior to the Effective
Time.
ARTICLE
II
CONSIDERATION
2.01 Purchase
Price. As the monetary consideration for the sale and
transfer of the Assets pursuant to this Agreement, Purchaser shall pay to Seller
at the Closing (hereinafter defined) the sum of FIVE MILLION FIVE HUNDRED
THOUSAND DOLLARS ($5,500,000) (the “Purchase Price”), subject to adjustment as
hereinafter provided in this Agreement. Seller and Purchaser agree to
allocate the Purchase Price among the Assets as shown on attached
Schedule 2.01 and agree to be bound by such allocation
for federal income tax purposes and all other purposes incident to this
Agreement.
2.02 Like-Kind
Exchange Rights of Seller. In lieu of the sale of the
Assets to Purchaser for the cash consideration provided herein, Seller shall
have the right at any time prior to Closing to assign all or a portion of its
rights under this Agreement to a qualified intermediary in order to effectuate
the transactions contemplated hereby in a manner that will comply, either in
whole or in part, with the requirements of a “like-kind exchange” pursuant to
Section 1031 of the Internal Revenue Code of 1986, as amended (the
“Code”). If Seller assigns its rights under this Agreement pursuant
to this Section 2.02, Seller agrees to notify Purchaser in writing of the
assignment prior to Closing. If Seller so assigns its rights under
this Agreement, Purchaser agrees to (i) consent in writing to Seller’s
assignment of its rights under this Agreement, (ii) deposit the adjusted
Purchase Price in the qualified escrow or qualified trust account designated
by
Seller at Closing, and (iii) take such further actions, at Seller’s cost, as are
reasonably required to effectuate the transactions contemplated hereby pursuant
to Code Section 1031, but, in so acting, Purchaser shall have no liability
to
any party in connection with such actions. All risk associated with
any like kind exchange and compliance thereof with applicable laws, rules,
and
regulations shall be the sole responsibility of Seller, and Seller agrees to
indemnify and hold Purchaser harmless from and against all costs, expenses,
liabilities, and obligations which arise as a result of Purchaser’s facilitation
of any such exchange pursuant to this Section 2.02.
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ARTICLE
III
REPRESENTATIONS
AND WARRANTIES OF SELLER
Seller
represents, warrants, and covenants to and with Purchaser as
follows:
3.01
Organization/Good Standing. Seller is a Texas
limited liability company duly organized, validly existing, and in good standing
under the laws of the state of its formation and is in good standing in all
jurisdictions where it conducts business.
3.02 Power. Seller
has the requisite power and authority to enter into and perform this Agreement
and the transactions contemplated hereby. The execution, delivery,
and performance of this Agreement by Seller, and the transactions contemplated
hereby, will not (a) violate any provision of Seller's articles of organization
or other governing documents, (b) conflict with, result in a breach of,
constitute a default (or an event that with the lapse of time or notice, or
both, would constitute a default) under any agreement or instrument to which
Seller is a party or by which such Seller is bound, (c) violate any judgment,
order, ruling, or decree applicable to Seller and entered or delivered in a
proceeding in which Seller was or is a named party, or (d) to the best knowledge
of Seller, violate any applicable law, rule or regulation.
3.03 Authorization. The
execution, delivery, and performance of this Agreement and the transactions
contemplated hereby have been duly and validly authorized by all requisite
action on the part of Seller. This Agreement has been duly executed
and delivered on behalf of Seller, and at the Closing all documents and
instruments required hereunder to be executed and delivered by Seller shall
be
duly executed and delivered. This Agreement constitutes, and such
documents and instruments shall constitute, legal, valid, and binding
obligations of Seller, enforceable in accordance with their terms, subject,
however, to the effect of bankruptcy, insolvency, reorganization, moratorium,
and similar laws from time to time in effect relating to the rights and remedies
of creditors, as well as to general principles of equity (regardless of whether
such enforceability is considered in a proceeding in equity or at
law).
3.04 Brokers. Seller
has incurred no obligation or liability, contingent or otherwise, for brokers'
or finders' fees in respect of the matters provided for in this Agreement which
will be the responsibility of Purchaser, and any such obligation or liability
that might exist shall be the sole obligation of Seller.
3.05 Foreign
Person. Seller is not a “foreign person” within the
meaning of the Code.
3.06 Suits. Except
as set forth on attached Schedule 3.06, there is no
suit, action, claim, investigation or inquiry by any person or entity or by
any
administrative agency or governmental authority and no legal, administrative
or
arbitration proceeding pending or, to Seller's knowledge, threatened against
Seller, any Affiliate of Seller or the Assets, which could materially
adversely
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affect
the use, operation, or value of the Assets or the consummation of the
transaction contemplated by this Agreement.
3.07 Royalties. To
Seller’s knowledge, all rentals, royalties and other payments due under the
Leases have been paid, except those amounts properly held in suspense and where
such failure would not have a material adverse effect on any of the
Assets.
3.08 Taxes. To
Seller’s knowledge, all ad valorem, property, production, severence, excise and
similar taxes and assessments based on or measured by the ownership of the
Assets or the production of hydrocarbons or receipt of proceeds from the Assets
that have become due and payable have been paid.
3.09 Contracts. To
Seller’s knowledge, all of the Contracts (i) are in full force and effect, and
(ii) Seller is not in default with respect to any of its material obligations
thereunder.
3.10 No
Violation of Laws. To Seller's
knowledge, Seller has not violated any applicable laws (excluding Environmental
Laws which are handled exclusively under Article V) with respect to the
ownership or operation of the Assets.
3.11 Prepayments. To
Seller’s knowledge, there have been no advanced, take or pay or other
prepayments with respect to the Assets that would obligate Seller or Purchaser
to deliver hydrocarbon production from the Assets after the Effective Time
without receiving full payment therefor.
3.12 Production
Sales Contracts. To Seller’s knowledge,
there are no production sales contracts pertaining to the Assets that provide
for a fixed price and that cannot be cancelled at any time upon 90 days (or
less) prior notice.
3.13 Preferential
Purchase Rights and Third Party
Consents. To Seller's knowledge, except
as set forth on Schedule 3.13 attached hereto, there are
no preferential purchase rights or third party consents to assignment pertaining
to the Assets or the transaction contemplated hereby.
3.14 Outstanding
Capital Commitments. Except as set
forth on Schedule 3.14 attached hereto, there are no
pending AFE's with respect to which the time period for responding has not
yet
expired, and there are no outstanding AFE's or other commitments to make capital
expenditures which are binding on Seller or the Assets and which Seller
reasonably anticipates will severally require expenditures in excess of $50,000
to the interest of Seller.
3.15 Gas
Imbalances. To the knowledge of Seller,
except as set forth on Schedule 3.15 attached hereto,
there are no gas imbalances with respect to the Assets.
Except
as expressly provided in this
Agreement or in the Assignment and Xxxx of Sale, Seller
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makes
no
representations or warranties whatsoever and disclaims all liability and
responsibility for any other representation, warranty, statement or information
made or communicated (orally or in writing) to Purchaser (including, but not
limited to, any information contained in the files or any opinions, information
or advice which may have been provided to Purchaser by any officer, member,
manager, employee, agent, consultant or representative of Seller or any of
its
Affiliates). Purchaser acknowledges that Seller has not made,
AND SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES ANY REPRESENTATION
OR
WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE, OR OTHERWISE RELATING
TO
(a) THE CONDITIONS OF THE ASSETS (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED
OR
EXPRESS WARRANTY OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OR
OF
CONFORMITY TO MODELS OR SAMPLES OF MATERIALS), (b) ANY INFRINGEMENT BY SELLER
OF
ANY PATENT OR PROPRIETARY RIGHT OF ANY THIRD PARTY, AND (c) ANY INFORMATION,
DATA OR OTHER MATERIALS (WRITTEN OR ORAL) FURNISHED TO PURCHASER BY OR ON BEHALF
OF SELLER (INCLUDING WITHOUT LIMITATION, WITH RESPECT TO GEOLOGICAL DATA, THE
EXISTENCE OR EXTENT OF OIL, GAS OR OTHER MINERAL RESERVES, THE RECOVERABILITY
OF
OR THE COST OF RECOVERING ANY SUCH RESERVES, THE VALUE OF SUCH RESERVES, ANY
PRODUCT PRICING ASSUMPTIONS, AND THE ABILITY TO SELL OIL OR GAS PRODUCTION
AFTER
CLOSING); provided, however, that the foregoing disclaimer and negation
of representations and warranties shall not affect or impair the representations
of Seller as set forth in this Article III or in the Assignment and Xxxx of
Sale. THE SALE OF THE XXXXX, EQUIPMENT AND FACILITIES HEREUNDER SHALL BE
"AS IS, WHERE IS, WITH ALL FAULTS."
ARTICLE
IV
REPRESENTATIONS
AND WARRANTIES OF PURCHASER
Purchaser
represents and warrants to Seller that:
4.01 Existence. Purchaser
is a limited partnership duly organized, validly existing, and in good standing
under the laws of the State of Delaware.
4.02 Power. Purchaser
has the requisite power and authority to enter into and perform this Agreement
and the transactions contemplated hereby. The execution, delivery and
performance of this Agreement by Purchaser, and the transactions contemplated
hereby, will not (a) violate any provision of Purchaser's limited partnership
agreement or other governing documents; (b) to the best knowledge of Purchaser,
conflict with, result in a breach of, constitute a default (or an event that
with the lapse of time or notice, or both, would constitute a default) under
any
agreement or instrument to which Purchaser is a party or by which Purchaser
is
bound, (c) to the best knowledge of Purchaser, violate any judgment, order,
ruling, or decree applicable to Purchaser and entered or delivered in
a
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proceeding
in which Purchaser was or is a named party; or (d) to the best knowledge
of
Purchaser, violate any applicable law, rule or regulation.
4.03 Authorization. The
execution, delivery and performance of this Agreement and the transactions
contemplated hereby have been duly and validly authorized by all requisite
action on the part of Purchaser. This Agreement has been duly
executed and delivered on behalf of Purchaser, and at the Closing all documents
and instruments required hereunder to be executed and delivered by Purchaser
shall have been duly executed and delivered. This Agreement and such
documents and instruments shall constitute legal, valid, and binding obligations
of Purchaser, enforceable in accordance with their terms, subject, however,
to
the effect of bankruptcy, insolvency, reorganization, moratorium, and similar
laws from time to time in effect relating to the rights and remedies of
creditors, as well as to general principles of equity (regardless of whether
such enforceability is considered in a proceeding in equity or at
law).
4.04 Brokers. Purchaser
has not incurred any obligation or liability, contingent or otherwise, for
brokers' or finders' fees in respect of the matters provided for in this
Agreement which will be the responsibility of Seller, and any such obligation
or
liability that might exist shall be the sole obligation of
Purchaser.
ARTICLE
V
PURCHASER’S
DUE DILIGENCE REVIEW
5.01 Access
of Purchaser; Confidentiality. Pending Closing, Seller
will make available to Purchaser, for examination in Seller's offices during
normal business hours, such of the Records and such other existing records,
files, data, and other information of Seller relating to the Assets as Purchaser
may reasonably request and as Seller may lawfully provide without violating
any
existing agreements with third parties respecting confidentiality or
dissemination thereof, including, but not limited to, any such lease files,
land
files, well files, production purchase and sale contracts, division order files,
abstracts, title opinions, engineering and geological reports, maps, logs,
and
well records of Seller relating to the Assets. Prior to Closing,
Purchaser, at Purchaser's sole expense, may copy any portion of the Records
which Purchaser deems necessary for purposes incident to this
Agreement. To the extent Seller may confer authority to do so, Seller
shall likewise permit Purchaser and its authorized representatives to conduct,
at Purchaser’s sole risk and expense, on-site inspections and inventories of the
Assets, including, without limitation, Phase I environmental
assessments. Purchaser shall keep and hold all records and other
information of a non-public information derived from its examinations,
inspections, and assessments pursuant to the foregoing strictly confidential
and
shall not disclose the same to any third party without the prior written consent
of Seller. If this transaction fails to close for any reason,
Purchaser shall immediately return to Seller or, at Seller’s option, destroy all
such records obtained by Purchaser from Seller. Purchaser
additionally agrees to indemnify and hold Seller harmless from and against
any
and all claims, demands, causes of action, liabilities, losses, and/or expenses
(including reasonable attorneys’ fees
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and
costs
of court) that may be suffered or incurred by Seller in connection with any
inspections or assessments conducted by Purchaser, SAVE AND EXCEPT AS MAY
BE
OCCASIONED BY THE GROSS NEGLIGENCE OR WILLFUL ACT OF SELLER.
5.02 Examination
and Review of Assets.
(a) Assertion
of Defects. Purchaser may, at its sole cost, conduct
such title examinations or investigations, and other examinations and
investigations for which any required approvals from third parties are obtained,
as it may in its sole discretion chose to conduct with respect to the Assets
in
order to determine whether or not any Defects (hereinbelow defined)
exist. Should, as a result of such examinations and investigations or
otherwise, matters come to Purchaser’s attention which would constitute Defects,
and should there be one or more of such Defects which Purchaser is unwilling
to
waive, Purchaser shall notify Seller in writing of such Defects by no later
than
three (3) days prior to the Closing Date. Any Defects of which
Purchaser so provides notice are herein referred to as “Asserted
Defects.” All Defects with respect to which Purchaser fails to so
give notice to Seller shall be deemed waived by Purchaser for all
purposes.
(b) Treatment
of Asserted Defects. In the event that Purchaser timely
notifies Seller of Asserted Defects, Seller shall, at its sole option, have
the
option to deal with any particular such Asserted Defect in any of the following
manners:
(i) Seller
may attempt to cure, prior to Closing, such Asserted Defect or may, at any
time
before the Closing Date, postpone the Closing by designating a new Closing
Date
not later than fifteen (15) days after the prior Closing Date, if Seller desires
additional time to attempt to cure (including determining if it will attempt
to
cure) such Asserted Defect; or
(ii) Seller
shall have the right to handle such Asserted Defect in accordance with the
provisions of Section 5.04, below.
(c) Definition
of Defect. As used in this Agreement, the term “Defect”
shall mean any of the following:
(i) Seller’s
ownership of the Assets is such that, based upon customary title examination
standards in the jurisdiction where the Assets are situated, it (a) will entitle
Seller to receive a decimal share of the oil, gas, and other hydrocarbons
produced from the lands to which it has become effective that is less than
the
decimal share set forth on attached Exhibit A under the
column headed “Net Revenue Interest” or (b) causes Seller to be obligated to
bear a decimal share of the cost of operation of the Assets that is greater
than
the decimal share set forth on attached Exhibit A under
the column headed “Working Interest” (without at least a proportionate increase
in the share of production to which Seller is entitled to receive from the
applicable lands);
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(ii) Seller’s
ownership of the Assets is subject to a lien other than (a) liens which will
be
released at or before Closing, (b) liens for taxes not yet delinquent, or (c)
a
mechanic’s or materialman’s lien (or other similar lien) or a lien under an
operating agreement or similar agreement, to the extent the same relates to
expenses incurred which are not yet delinquent;
(iii) Subject
to the provisions of Section 5.03 hereof, Seller’s transfer of the Assets is
subject to a preferential right of purchase or a required consent from third
parties, unless a waiver of such preferential right or the execution of such
consent has been obtained with respect to the transaction contemplated hereby
or, in the case of a preferential right of purchase, an appropriate tender
of
the applicable interests has been made to the party holding such right and
the
period of time required for such party to exercise such right has expired
without exercise of such right;
(iv) The
Assets are in violation or have been cited for violation of Applicable
Environmental Laws (hereinafter defined) in any material respect. As
used in this Agreement, Applicable Environmental Laws shall mean all federal,
state, or local laws, rules, orders, or regulations pertaining to the
environment, including those relating to hazardous substances; or
(v) The
Assets are encumbered or burdened by any contract or agreement (other than
those
specifically described on attached Exhibit A) which
materially interferes with or impairs the use, value, and/or enjoyment
thereof.
5.03 Preferential
Rights/Consents to Transfer. Purchaser acknowledges that
certain preferential purchase rights or rights of approval or consent in favor
of third parties may exist with respect to the Assets. Seller shall
use reasonable efforts to notify all holders of preferential rights or rights
of
consent to assignment of its intention to convey the Assets to Purchaser at
Closing and of such terms and conditions of this Agreement to which the holders
of such rights are entitled. Seller shall promptly notify Purchaser
if any preferential rights are exercised, any consents or approvals are denied,
or if the requisite period has elapsed without such rights having been exercised
or such consents or approvals having been received. If, prior to
Closing, any such preferential rights are timely and properly exercised, or
Seller is unable to obtain a necessary consent or approval prior to Closing,
the
portion of the Assets so affected shall be withdrawn from this Agreement and
the
Purchase Price reduced proportionately to reflect the withdrawal of such
interests. If any additional third party preferential purchase rights
are discovered after Closing, or if a third-party holder of preferential rights
alleges improper notice, Purchaser agrees to cooperate with Seller in giving
effect to any such valid third party preferential purchase rights. If
any such valid third party preferential purchase rights are validly exercised
after Closing, Purchaser shall satisfy all preferential purchase right
obligations of Seller to such holder(s) and Purchaser shall be entitled to
receive (and Seller hereby assigns to Purchaser all of Seller's rights to)
all
proceeds received from such holder in connection with such preferential purchase
rights.
5.04 Adjustments
to Purchase Price. If any Asserted Defects are timely
and properly presented by Purchaser to Seller and Seller is unable or unwilling
to cure the same, Purchaser and
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Seller
shall, with respect to the Assets affected by such matters, attempt in good
faith to agree upon an appropriate adjustment to the Purchase Price to account
for such matters. If Purchaser and Seller are unable in good faith to
agree upon an appropriate adjustment pursuant to the foregoing, then either
Seller or Purchaser may terminate this Agreement and, except as otherwise
specifically provided in this Agreement, neither party shall have any further
rights or obligations hereunder.
ARTICLE
VI
OPERATION
OF THE ASSETS PENDING CLOSING
Seller
covenants and agrees that from and after the execution and delivery of this
Agreement and until the Closing Date:
6.01 Maintenance
of Assets. Seller will not sell, transfer, assign,
convey, or otherwise dispose of any of the Assets, other than (a) oil, gas,
and
other hydrocarbons produced, saved, and sold in the ordinary course of business
and (b) personal property and equipment which is replaced with property and
equipment of comparable or better value and utility in the ordinary and routine
maintenance and operation of the Assets.
6.02 No
Encumbrances. Seller will not create any lien, security
interest, or encumbrance on the Assets, the oil or gas attributable to the
Assets, or the proceeds thereof.
6.03 Operations. Seller
will, subject to the rights of affected parties under applicable
agreements:
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(a)
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cause
the Assets to be developed, maintained, and operated in compliance
with
applicable laws, ordinances, rules, regulations, and orders and in
a
prudent, good, and workmanlike manner, maintain insurance now in
force
with respect to the Assets, and pay or cause to be paid all costs
and
expenses in connection therewith;
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(b)
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not
participate in the drilling of any new well on the Assets or fail
to
participate in operations on the Assets proposed by other parties,
without
the advance written consent of Purchaser, which consent (which may
not be
unreasonably withheld) or non-consent must be given by Purchaser
within
three (3) business days of notice thereof from
Seller;
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(c)
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not
take any action or fail to take any action which is reasonably expected
to
result in any termination of the leases forming a part of the
Assets;
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(d)
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perform
and comply with all of its obligations under agreements relating
to or
affecting the Assets;
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(e)
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carry
on its business with respect to the Assets in substantially the same
manner as it has heretofore, not introducing any new method of management,
operation, or accounting with respect to the Assets except as may
be
required by applicable statutes, rules, or regulations or by applicable
presently existing contractual
obligations;
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(f)
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not
enter into or assume any contract, agreement or commitment which
is not in
the ordinary course of business as heretofore conducted or which
involves
payments, receipts or potential liabilities with respect to one individual
Asset of more than $10,000, excluding emergency
expenditures;
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(g)
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not
resign or otherwise voluntarily relinquish its rights as operator
of any
Asset for which it serves as operator on the date
hereof;
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(h)
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not
grant any preferential right to purchase or similar right or agree
to
require the consent of any party to the transfer and assignment of
the
Assets to Purchaser, subject to existing contractual
obligations;
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(i)
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not
enter into any gas sales contract or crude oil sales or supply contract
with respect to the Assets which is not terminable without penalty
upon
notice of thirty (30) days or less;
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(j)
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not
enter into any transaction the effect of which, considered as a whole,
would be to cause Seller's ownership interest in any of the Assets
to be
altered from its ownership interest as of the date
hereof;
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(k)
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not
enter into any settlement of or relinquish any outstanding receivables
which are a part of the Assets (including, without limitation, the
right
to receive any retroactive price adjustments, take-or-pay monies,
FERC
mandated refunds, accounting adjustments, and tax
adjustments);
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(l)
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if
any approval or consent by any federal, state, or local governmental
authority is required to vest good and indefeasible title to any
of the
Assets in Purchaser at Closing, exercise its best efforts, as reasonably
requested in writing by Purchaser, to obtain all such required approvals
or consents at Purchaser's expense;
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(m)
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through
Closing, give prompt written notice to Purchaser of any notice of
default
(or written threat of default, whether disputed or denied) received
or
given by Seller under any instrument or agreement affecting the Assets
to
which Seller is a party or by which it or any of the Assets is bound;
and
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11
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(n)
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to
the extent in can do so without violating any third party agreement
and
subject to the rights of third parties, exercise its best efforts
to
provide (as soon as is practicable) Purchaser with a copy of each
authority for expenditure and contract affecting the Assets entered
into
after the date hereof.
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ARTICLE
VII
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CONDITIONS
TO THE OBLIGATION OF
|
|
SELLER
TO CLOSE
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Seller's
obligation to consummate the transactions provided for herein is subject only
to
the satisfaction or waiver by Seller on or before the Closing Date of the
following conditions, and Purchaser shall use its reasonable endeavors to cause
each such condition to be so satisfied or waived:
7.01 Representations. The
representations and warranties of Purchaser contained in this Agreement shall
be
true and correct in all material respects on the Closing Date as though made
on
and as of that date.
7.02 Performance. Purchaser
shall have performed in all material respects all obligations, covenants, and
agreements required to be performed by it under this Agreement at or prior
to
the Closing.
7.04 Pending
Matters. No suit, action, or other proceeding by a third
party or a governmental authority shall be pending or threatened which seeks
substantial damages from Seller in connection with, or seeks to restrain,
enjoin, or otherwise prohibit, the consummation of the transactions contemplated
by this Agreement.
ARTICLE
VIII
CONDITIONS
TO THE OBLIGATION
OF
PURCHASER TO CLOSE
Purchaser's
obligation to consummate the transactions provided for herein is subject only
to
the satisfaction or waiver by Purchaser on or before the Closing Date of the
following conditions, and Seller shall utilize its reasonable endeavors to
cause
each such condition to be so satisfied or waived:
Page
12
8.01 Representations. The
representations and warranties of Seller contained in this Agreement shall
be
true and correct in all material respects on the Closing Date as though made
on
and as of that date.
8.02 Performance. Seller
shall have performed in all material respects all obligations, covenants, and
agreements required to be performed by Seller under this Agreement at or prior
to the Closing.
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8.03
|
Pending
Matters. No suit, action, or other proceeding by a
third party or a governmental entity shall be pending or threatened
which
seeks substantial damages from Purchaser in connection with or, seeks
to
restrain, enjoin or otherwise prohibit, the consummation of the
transactions contemplated by this
Agreement.
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ARTICLE
IX
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CLOSING
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9.01 Time
and Place of Closing. If the conditions to Closing have
been satisfied or expressly waived by the party entitled to the benefits
thereof, the consummation of the transactions contemplated hereby (“Closing”)
shall take place at Seller’s offices in Austin, Texas on April 30, 2007, or at
such other place and time or in such other manner agreed upon by Seller and
Purchaser (“Closing Date”).
9.02 Deliveries
at Closing. At the Closing:
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(a)
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Seller
shall execute, acknowledge and deliver to Purchaser an Assignment
and Xxxx
of Sale in substantially the form attached hereto as Exhibit
B (the “Assignment and Xxxx of Sale”), conveying the Assets
to Purchaser as provided hereby and warranting title to the interests
set
forth on Exhibit A hereto against all claims by, through, or under
Seller;
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(b)
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Seller
and Purchaser shall execute, acknowledge, and deliver transfer orders
or
letters in lieu thereof prepared by Purchaser and directing all purchasers
of production to make payment to Purchaser of proceeds attributable
to the
Assets with respect to periods from and after the Effective
Time;
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(c)
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Purchaser
shall deliver the adjusted Purchase Price as provided in Article
II;
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(d)
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Purchaser
and Seller shall execute and deliver a settlement statement (the
"Preliminary Settlement Statement") prepared by Seller and setting
forth
the Purchase Price and all adjustments thereto agreed upon by the
parties,
using the best information available, subject to Section
14.14;
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13
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(e)
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Seller
shall deliver to Purchaser possession of the
Assets;
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(f)
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Seller
shall execute and deliver to Purchaser an affidavit attesting to
its
non-foreign status;
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(g)
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Seller
shall deliver to Purchaser appropriate change of operator forms on
those
Assets operated by Seller;
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(h)
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Seller
shall execute, acknowledge and deliver to Purchaser appropriate state
and
federal assignments of record title and operating rights where
applicable;
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(i)
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Seller
shall deliver to Purchaser the Suspense
Funds;
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(j)
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Seller
shall deliver to Purchaser evidence sufficient to show that this
Agreement
and the transactions contemplated hereby have been approved by all
necessary actions by the managers or members of Seller;
and
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(k)
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Purchaser
and Seller shall execute such other instruments and take such other
action
as may be necessary to carry out their respective obligations under
this
Agreement.
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ARTICLE
X
POST-CLOSING
OBLIGATIONS
10.01 Receipts
and Credits; Imbalances; Suspense Funds. Subject to all
of the terms of this Agreement, all monies, refunds, proceeds, receipts,
credits, receivables, accounts and income attributable to the purchased Assets
(a) for all periods of time from and after the Effective Time shall be the
sole
property and entitlement of the Purchaser, and, to the extent received by
Seller, Seller shall fully disclose and account therefor to Purchaser promptly,
and (b) for all periods of time prior to the Effective Time shall be the sole
property and entitlement of Seller, and if received by Purchaser, Purchaser
shall fully disclose and account therefor to Seller promptly. Seller
and Purchaser recognize that as of the Effective Time there may be over or
under
imbalances with respect to gas production, gathering, transportation, or
processing attributable to the Assets (“Imbalances”) and hereby agree
that, upon Closing, Purchaser shall acquire and assume (and indemnify and hold
Seller harmless from) the benefits, burdens, and obligations of all Imbalances
existing as of the Effective Time, whether known or unknown. At Closing, Seller
shall deliver to Purchaser all amounts in Seller's possession due third party
owners of interests in the Assets, and Purchaser agrees that it shall be solely
responsible for the disposition of such funds, the payment thereof to the
rightful owners and the payment, if any, of royalty thereon (the “Suspense
Funds”).
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14
10.02 Costs
and Liabilities; Indemnity.
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(a)
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As
used in this Agreement, “claims” shall include costs, expenses,
obligations, claims, demands, causes of action, liabilities, damages,
fines, penalties, and judgments of any kind or character, whether
matured
or unmatured, absolute or contingent, accrued or unaccrued, liquidated
or
unliquidated, known or unknown, and all costs and fees (including,
without
limitation, interest, attorneys' fees, costs of experts, court costs,
and
costs of investigation) incurred in connection therewith, including,
but
not limited to, claims arising from or directly or indirectly related
to
royalty, operating, suspense, and capital obligations attributable
to the
Assets.
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(b)
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Upon
Closing and without further action or documentation, Purchaser shall
assume, be responsible for and comply with all duties and obligations,
express or implied, arising subsequent to the Effective Time with
respect
to the Assets, including, without limitation, those arising under
or by
virtue of any recorded lease, contract, agreement, instrument, or
document
or of any permit, law, statute, rule, regulation, or order of any
governmental authority or court, together with all duties and obligations,
express or implied, for the plugging and abandonment of any xxxxx
included
among the Assets and the restoration of the surface estate covered
by the
Leases, regardless of whether arising prior or subsequent to the
Effective
Time (collectively, the “Assumed
Obligations”).
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(c)
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Upon
and as of Closing, Purchaser shall indemnify, defend, and hold Seller
harmless from and against any and all claims arising from or in connection
with (i) the breach of any representations, warranties, or covenants
of
Purchaser under this Agreement, (ii) the ownership and
operation of the Assets for all periods subsequent to the Effective
Time,
and (iii) the Assumed Obligations.
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(d)
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Upon
and as of Closing, Seller shall indemnify, defend, and hold Purchaser
harmless from and against any and all claims arising from or in connection
with (i) the breach of any representations, warranties, or covenants
of
Seller under this Agreement and (ii) except for the Assumed Obligations
or
as otherwise expressly provided in this Agreement, the ownership
and
operation of the Assets for all periods prior to the Effective
Time.
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10.03 Further
Assurances. After Closing, Seller and Purchaser agree to
take such further actions and to execute, acknowledge, and deliver all such
further documents that are necessary or useful in carrying out the purposes
of
this Agreement or of any document delivered pursuant hereto, including, but
not
limited to, the execution and delivery of such federal and state forms prepared
by
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15
Purchaser
as may be requisite for recognition of the transfer of the Assets by applicable
federal and state authorities.
10.04 Delivery
of Records. As soon as reasonably possible but no later
than thirty (30) days after the Closing Date, Seller shall deliver originals
(or
copies where originals are not available) of the Records to Purchaser;
provided, that Seller (i) shall exercise its best efforts to provide
Purchaser at Closing or as soon thereafter as is practicable with all Records
necessary to assume and conduct operations of the Assets, and (ii) shall have
the right to retain, as its own, original Records that pertain to the Excluded
Assets and copies of all other Records.
10.05 Financial
Reporting. Seller agrees to make
available to Purchaser prior to and for a period of twelve months following
Closing any and all existing information and documents in the possession of
Seller that Purchaser may reasonably require to comply with Purchaser's tax
and
financial reporting requirements and audits. Without limiting the
generality of the foregoing, Seller will use its commercially reasonably efforts
pending and for twelve months following Closing to cooperate with the
independent auditors chosen by Purchaser ("Purchaser's Auditor") in connection
with their audit of any annual revenue and expense statements of the Assets
that
Purchaser or any of its Affiliates requires to comply with their tax and
financial reporting requirements, and their review of any interim quarterly
revenue and expense statements of the Assets that Purchaser requires to comply
with such reporting requirements, but in no event shall Seller be required
pursuant to this Section to cooperate with respect to more than the period
beginning July 1, 2005 and continuing through the Closing. Seller's
cooperation will include (i) such reasonable access to Seller's employees who
were responsible for preparing the revenue and expense statements and work
papers and other supporting documents used in the preparation of such financial
statements as may be required by Purchaser's Auditor to perform an audit in
accordance with generally accepted auditing standards, and (ii) delivery of
one
or more customary representation letters (in substantially the form previously
approved by Seller and Purchaser) from Seller to Purchaser's Auditor that are
requested by Purchaser to allow such auditors to complete an audit (or review
of
any interim quarterly financials), and to issue an opinion that in Purchaser's
experience is acceptable with respect to an audit or review of those revenue
and
expense statements required pursuant to this
Section. Purchaser will reimburse Seller, within three
(3) business days after demand therefor, for any reasonable out-of-pocket and
overhead costs with respect to any costs incurred by Seller in complying with
the provisions of this Section.
The
provisions of this Article X shall
survive Closing and shall not merge into the Assignment and Xxxx of
Sale.
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16
ARTICLE
XI
TERMINATION
11.01 Right
of Termination. This Agreement and the transactions
contemplated hereby may be terminated at any time at or prior to the
Closing:
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(a)
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By
mutual consent of the parties;
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(b)
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By
Purchaser by notice delivered to Seller on or before Closing if all
conditions described in Article VIII shall not have been met and
such
noncompliance shall not have been caused or waived by the actions
or
inactions of Purchaser;
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(c)
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By
Seller by notice delivered to Purchaser on or before Closing if all
conditions described in Article VII shall not have been met and such
noncompliance shall not have been caused or waived by the actions
or
inactions of Seller; or
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(d)
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By
Seller or Purchaser pursuant to Section 5.04 or Section 13.02
hereof.
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11.02 Redelivery
of Documents. If this Agreement is terminated as
provided in this Article XI, each party will redeliver all documents, work
papers, and other materials of the other party relating to the transaction
contemplated by this Agreement, whether obtained before or after the execution
of this Agreement, to the party furnishing the same, and all
information received by any party to this Agreement with respect to the
business of any other party shall not at any time be used for the advantage
of,
or disclosed to third parties by, such party to the detriment of the party
furnishing such information; provided, however, that this Section 11.02 shall
not apply to any documents, work papers, materials, or information which is
a
matter of public knowledge or which has heretofore been or is hereafter
published in any publication for public distribution or filed as public
information with any governmental authority or is otherwise in the public
domain.
11.03 Remedies
for Failure to Close. (a) If Seller fails or refuses to
close without cause or justification authorized in this Agreement, and if
Purchaser is not in default hereunder and is itself ready, willing, and able
to
close hereunder, Purchaser shall be entitled to seek specific performance of
this Agreement and/or recover its actual damages for the breach hereof by Seller
through institution of appropriate litigation; and (b) If Purchaser fails or
refuses to close without cause or justification authorized in this Agreement,
and if Seller is not in default hereunder and is itself ready, willing, and
able
to close hereunder, Seller, as its exclusive remedy, shall be entitled to
recover its actual damages for the breach hereof by Purchaser through
institution of appropriate litigation.
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17
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ARTICLE
XII
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TAXES
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12.01 Proration
of Ad Valorem and Property Taxes. All ad valorem taxes,
real property taxes, personal property taxes, and similar obligations concerning
the Assets with respect to the tax period in which the Effective Time occurs
(“Property Taxes”) shall be prorated between the parties at the Closing as of
the Effective Time.
12.02 Sales
Taxes. The Purchase Price excludes any sales taxes or
other taxes required to be paid in connection with the sale of property pursuant
to this Agreement. Purchaser shall be liable for all sales, use, and
other taxes, conveyance, transfer, and recording fees and real estate transfer
stamps or taxes that may be imposed on any transfer of property pursuant to
this
Agreement. These taxes shall be collected and remitted under
applicable law. Purchaser shall indemnify and hold Seller harmless
with respect to the payment of any of these taxes including any interest or
penalties assessed thereon.
12.03 Other
Taxes. All taxes (other than income taxes) which are
imposed on or with respect to the production of oil, natural gas, or other
hydrocarbons or minerals or the receipt of proceeds therefrom (including but
not
limited to severance, production, and excise taxes) shall be apportioned between
the parties based upon the respective shares of production taken by the
parties.
12.04 Cooperation. Each
party to this Agreement shall provide the other party with reasonable access
to
all relevant documents, data, and other information which
may be required by the other party for the purpose of preparing tax returns
and
responding to any audit by any taxing jurisdiction. Each party to
this Agreement shall cooperate with all reasonable
requests of the other party made in connection with contesting the imposition
of
taxes. Notwithstanding anything to the contrary in this Agreement,
neither party to this Agreement shall be required at any time to disclose to
the
other party any tax return or other confidential tax information.
ARTICLE
XIII
CONDITION
OF THE ASSETS
13.01 Acceptance
of Assets by Purchaser. EXCEPT AS OTHERWISE EXPRESSLY
SET FORTH IN THIS AGREEMENT, PURCHASER, UPON CLOSING HEREUNDER, ACCEPTS ALL
OF
THE ASSETS IN THEIR "AS
IS,
WHERE IS" CONDITION, WITH ALL FAULTS AND DEFECTS, WHETHER LATENT OR PATENT,
AND
WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND BY SELLER, EXPRESS, IMPLIED,
OR
STATUTORY, AS TO CONDITION, MERCHANTABILITY, CONFORMITY TO MODELS OR SAMPLES,
OF
FITNESS FOR A PARTICULAR PURPOSE.
Page
18
13.02 Casualty
Loss. In the event of any material damage by fire or
other casualty to any of the Assets prior to the Closing (“Casualty Loss”), this
Agreement shall remain in full force and effect, and as to each affected
Asset,
Seller shall at its election either collect (and when collected pay over
to
Purchaser) or assign to Purchaser any and all insurance claims related to
such
damage, and Purchaser shall take title to the affected Asset without reduction
in the Purchase Price; provided, however, that if the amount necessary to
repair
any such damage and restore the Assets to their condition immediately prior
to
such casualty exceeds ten percent (10%) of the Purchase Price, either Seller
or
Purchaser may terminate this Agreement by written notice to the other and,
except as otherwise expressly provided in this Agreement, neither party shall
have any further rights or obligations hereunder.
ARTICLE
XIV
MISCELLANEOUS
14.01 Governing
Law. This Agreement and all instruments executed in
accordance herewith shall be governed by and interpreted in accordance with
the
laws of the State of Texas, without regard to conflict of law rules that
would
direct application of the laws of another jurisdiction, except that the
Assignment and Xxxx of Sale shall be governed by and interpreted in accordance
with the laws of the State of New Mexico. In the event of any
litigation or other proceeding in connection with this Agreement, the venue
for
any such proceeding shall be in a court of competent jurisdiction located
in
Xxxxxx County, Texas, and the prevailing party shall be entitled to recover
its
reasonable attorneys’ fees and costs incurred therein from the other party, in
addition to any damages awarded.
14.02 Entire
Agreement. This Agreement, all agreements and
instruments executed in connection herewith constitute the entire agreement
between the parties and supersede all prior agreements, understandings,
negotiations and discussions, whether oral or written, of the
parties. No supplement, amendment, alteration, modification, waiver,
or termination of this Agreement shall be binding unless executed in writing
by
the parties hereto.
14.03 Waiver. No
waiver of any of the provisions of this Agreement shall be deemed or shall
constitute a waiver of any other provisions hereof (whether or not similar),
nor
shall such waiver constitute a continuing waiver unless otherwise expressly
provided.
14.04 Captions. The
captions in this Agreement are for convenience only and shall not be considered
a part of or affect the construction or interpretation of any provision of
this
Agreement.
14.05 Assignability. Except
pursuant to a like kind exchange pursuant to Section 2.02, prior to Closing,
and
except for assignments to Affiliates (hereinafter defined) which may be made
without necessity of consent, neither party hereto shall assign this Agreement
or any of its rights or
Page
19
obligations
hereunder without the prior written consent of the other party, which may
be
withheld for any or no reason. Any assignment made without such
consent shall be void. Except as otherwise provided herein, this
Agreement shall be binding upon and inure to the benefit of the parties
hereto
and their respective permitted successors and assigns.
14.06 Notices. Any
notice provided or permitted to be given under this Agreement shall be in
writing, and may be served by personal delivery or by registered or certified
U.S. mail, addressed to the party to be notified, postage prepaid, return
receipt requested. Notice deposited in the mail in the manner
hereinabove described shall be deemed to have been given and received on
the
date of the delivery as shown on the return receipt. Notice served in
any other manner (including by facsimile delivery) shall be deemed to have
been
given and received only if and when actually received by the
addressee. For purposes of notice, the addresses of the parties shall
be as follows:
SELLER:
Ameristate
Exploration, LLC
000
Xxxxxxxx Xxx., Xxxxx 0000
Xxxxxx,
Xxxxx 00000
Telephone (000)
000-0000
Fax: (000)
000-0000
Attn:
Xxxxxx X. Xxx
Xxxxxxx
X. Xxxx, Xx.
Xxxxx
Xxxx & Xxxxxxx LLP
000
Xxxxxxxx Xxxxxx, Xxx. 0000
Xxxxxx,
Xxxxx 00000-0000
Direct:
000.000.0000
Fax:
000.000.0000
PURCHASER:
Legacy
Reserves Operating LP
000
Xxxx
Xxxx, Xxxxx 0000
Xxxxxxx,
Xxxxx 00000
Telephone
(000) 000-0000
Fax:
(000) 000-0000
Attn:
Xxxx X. XxXxxx, Executive Vice President,
Business
Development and Land
Page
20
Each
party shall have the right, upon giving three (3) days prior notice to the
other
in the manner hereinabove provided, to change its address for purposes of
notice
to any other appropriate street address.
14.07 Expenses. Each
party shall be solely responsible for all expenses incurred by it in connection
with this transaction (including, without limitation, fees and expenses of
its
own legal counsel and accountants).
14.08 Severability. If
any term or other provision of this Agreement is invalid, illegal, or incapable
of being enforced under any rule of law, all other conditions and provisions
of
this Agreement shall nevertheless remain in full force and effect so long
as the
economic or legal substance of the transactions contemplated hereby is not
affected in a materially adverse manner with respect to either
party.
14.09 No
Third-Party Beneficiaries. This Agreement is not
intended to create, nor shall it be construed to create, any rights in any
third
party under doctrines concerning third party beneficiaries.
14.10 DTPA Waiver. To
the extent applicable to the Assets or any portion thereof, Purchaser hereby
waives the provisions of the Texas Deceptive Trade Practices Act, Chapter
17, Subchapter E, Sections 17.41 through 17.63 inclusive (other than Section
17.555 which is not waived), Tex. Bus. & Com. Code. In order to
evidence its ability to grant such waiver, Purchaser hereby expressly recognizes
and represents to Seller that Purchaser is not in a significantly disparate
bargaining position and (i) Purchaser is represented by legal counsel in
this
transaction or (ii) Purchaser is in the business of seeking or acquiring,
by
purchase or lease, goods or services for commercial or business use, has
assets
of Five Million Dollars or more according to its most recent financial statement
prepared in accordance with generally accepted accounting principles,
and has knowledge and experience in financial and business matters
that enable it to evaluate the merits and risks of the transaction contemplated
hereby.
14.11 Counterparts. This
Agreement may be executed in one or more counterparts, each of which shall
be
deemed an original, but all of which together shall constitute one and the
same
instrument.
14.12 Certain
Definitions. As used in this Agreement, (a) the term
“Affiliate” means, as to any Person, each other Person that directly or
indirectly (through one or more intermediaries or otherwise) controls, is
controlled by, or is under common control with, such Person; and (b) the
term
“Person” means an individual, corporation, partnership, association, joint stock
company, trust or trustee thereof, estate or executor thereof, unincorporated
organization or joint venture, court or other governmental unit or any agency
or
subdivision thereof, or any other legally recognizable entity.
14.13 Construction
of Ambiguity. In the event of any ambiguity in any of
the terms or conditions of this Agreement, including any exhibits hereto
and
whether or not placed of public
Page
21
record,
such ambiguity shall not be construed for or against any party hereto on
the
basis that such party did not author the same.
14.14 Accounting.
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|
A.
|
Seller
shall deliver to Purchaser on or before the second business day
prior to
Closing the Preliminary Settlement Statement setting forth any
adjustments
to the Purchase Price provided for in or required by this
Agreement. The Preliminary Settlement Statement shall be
prepared in accordance with this Agreement and with standard industry
and
accounting practices. In connection with the preparation of the
Preliminary Settlement Statement, the Purchase Price shall be (1)
increased by (a) the out-of-pocket costs and expenses that are
attributable to the Assets for the period from the Effective Time
to the
Closing Date that are paid or incurred by Seller (but expressly
excluding
Seller's internal costs for administrative overhead), and (b) other
amounts due Seller and contemplated hereby, and (2) reduced by
(a)proceeds
received by Seller for hydrocarbons attributable to the Assets
produced
after the Effective Time, and (b) other amounts due Purchaser and
contemplated hereby.
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B.
|
Within
90 days after the Closing, Seller shall make a good faith effort
to
prepare, in accordance with this Agreement and with standard industry
and
accounting practices, and deliver to Purchaser, a final accounting
statement showing the proration and calculation of credits and
payment
obligations of Purchaser and Seller hereunder. As soon as
reasonably practicable after receipt thereof, Purchaser shall deliver
to
Seller a written report containing any changes that
Purchaser proposes to be made to such statement. The parties
shall use their best efforts to reach agreement (the “Final Accounting”)
on the final accounting statement on or before the 120th day after
the
Closing Date (such date the “Final Accounting Date” whether or not Seller
and Purchaser have agreed on the Final Accounting). Once the
Final Accounting has been agreed to by Purchaser and Seller, there
shall
be no further adjustments to the Purchase
Price.
|
14.15 Survival. The
representations and warranties of Seller set forth in Sections 3.07 through
3.15
and the covenants and agreements of Seller and Purchaser to be performed
prior
to or at the Closing shall terminate upon the Closing and be of no further
force
or effect. All other representations, warranties, covenants and
agreements shall survive the Closing indefinitely.
[THIS
SPACE INTENTIONALLY LEFT BLANK]
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EXECUTED
as of
the date first set forth above.
|
SELLER:
AMERISTATE EXPLORATION, LLC, a Texas
limited liability company
|
|||
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By:
|
/s/ Xxxxxx X. Xxx | |
| Xxxxxx X. Xxx | |||
| Vice President | |||
|
PURCHASER:
LEGACY RESERVES OPERATING LP, a
Delaware limited partnership
|
|||
|
Date
|
By:
|
/s/ Xxxx X. XxXxxx | |
| Xxxx X. XxXxxx | |||
|
Executive
Vice President
Business Development and Land
|
|||
