STOCK PURCHASE AGREEMENT
THIS AGREEMENT is made as of the 30th day of September 1997 by and among
Tipperary Corporation, a Texas corporation ("Seller), Milmac Operating Company,
an Oklahoma corporation ("Purchaser"), and Xxxxx X. XxXxxxx, an individual and
director, officer and principal shareholder of Purchaser ("XxXxxxx").
EXPLANATORY STATEMENT
A. Seller is the sole shareholder of Monroe Fractionating, Inc., an
Alabama corporation ("Monroe"), and Claiborne Gas, Inc., an Alabama corporation
("Claiborne"). Monroe and Claiborne together shall be referred to as the
"Subsidiaries." Each of Subsidiaries has issued 100 shares of its $.01 par
value common stock, which is all of the issued and outstanding capital stock of
Subsidiaries. The foregoing 200 shares of common stock (100 shares issued by
Monroe plus 100 shares issued by Claiborne) shall be referred to as the
"Shares."
B. Seller formed Subsidiaries in 1996 for the exclusive purpose of
holding its interests in two limited liability companies, Frisco City
Fractionating LLC, a Utah limited liability company ("Frisco City"), and D-GAS
LLC, an Alabama limited liability company ("D-GAS"). The business of Frisco
City and D-GAS at all times has related to the construction and operation of a
natural gas liquids fractionating plant (the "Plant") in Monroe County, Alabama.
D-GAS is the owner of the Plant, and Frisco City is a member of D-GAS. Since
October 1996, Purchaser has been the operator of the Plant pursuant to that
certain Plant Operating Agreement, dated October 31, 1996, between Purchaser and
D-GAS.
C. In 1996, in exchange for the foregoing 100 shares of common stock of
Monroe, Seller assigned and transferred all of its interests in Frisco City to
Monroe. Monroe became a substituted member of Frisco City. In addition to its
interests as a member of Frisco City, Tipperary assigned and transferred to
Monroe all other rights and obligations of Tipperary associated with Frisco
City, including but not limited to certain security interests (the "Security
Interests") and the "60% Loan," both set forth in that certain Agreement dated
May 14, 1996 (the "May 1996 Agreement") among all of the members of Frisco City,
and contractual rights and obligations. Immediately prior to the execution of
this Agreement Seller assigned the 60% Loan to Purchaser.
D. In 1996, in exchange for the foregoing 100 shares of common stock of
Claiborne, Seller assigned and transferred all of its interests in D-GAS to
Claiborne. Claiborne became a substituted member of D-GAS. In addition to its
interests as a member of D-GAS, Tipperary assigned and transferred to Claiborne
all other rights and obligations of Tipperary associated with D-GAS, including
but not limited to certain contractual rights and obligations.
E. Purchaser desires to purchase and Seller desires to sell the Shares
subject to the terms and conditions set forth below.
AGREEMENT
1. PURCHASE AND SALE OF THE SHARES.
1.1. PURCHASE AND SALE. On the terms set forth in this Agreement, at
the Closing (as defined below), Seller shall sell and assign to Purchaser, and
Purchaser shall purchase from Seller, the Shares.
1.2. PURCHASE PRICE; TRANSFER OF SECURITIES.
1.2.1. The entire and aggregate purchase price for the Shares,
which shall be paid at the Closing, shall be One Million Eight Hundred Thousand
Dollars ($1,800,000) (the "Purchase Price") in immediately available funds. At
the Closing, the Purchase Price shall be deposited by wire transfer into an
account designated by Seller.
1.2.2. Seller shall deliver to Purchaser at the Closing,
concurrently with the payment of the Purchase Price, stock certificates
representing the Shares, with appropriate legends indicating that the Shares
have not been registered under the securities laws, duly endorsed.
1.2.3. Upon Closing, (a) Seller shall transfer its records of
and relating to Monroe and Claiborne (including any records relating to D-GAS);
and (b) the officers and directors of Subsidiaries shall tender their
resignations effective as of the transfer of the Shares.
1.2.4. Purchaser shall cause the arbitration action filed on
July 25, 1997 with the American Arbitration Association, No. 77 168 00169 97,
captioned MILMAC OPERATING COMPANY V. TIPPERARY CORPORATION, to be dismissed
promptly, but in no event later than three business days, with prejudice
following execution of this Agreement, each party to bear its own costs and
expenses.
2. CLOSING. The closing of the purchase and sale of the Shares (the
"Closing") shall take place at the law offices of Xxxxx & Xxxxxx, P.C.
simultaneously with the execution of this Agreement.
3. REPRESENTATIONS AND WARRANTIES.
3.1. SELLER'S REPRESENTATIONS AND WARRANTIES. Seller represents and
warrants to Purchaser as follows:
3.1.1. OWNERSHIP OF THE SHARES. Seller is the sole and
exclusive record and beneficial owner of the Shares and owns the Shares free and
clear of any and all security interests, agreements, restrictions, claims,
liens, pledges and encumbrances of any nature or kind. Seller has the sole
right to sell and assign the Shares to Purchaser in accordance with the terms of
this Agreement. The ownership and issued and outstanding stock of Subsidiaries
is as stated in Paragraph A of the Explanatory Statement above. The Shares are
fully paid and non-assessable.
3.1.2. DUE ORGANIZATION; GOOD STANDING; AUTHORITY. Seller is
duly organized and in good standing under the laws of the State of Texas. Each
of Subsidiaries is a corporation duly organized and in good standing under the
laws of the State of Alabama. Seller has provided to Purchaser a true and
correct copy of each of Monroe's and Claiborne's respective Articles of
Incorporation and Bylaws.
3.1.3. VALIDITY OF AGREEMENT. Seller has the legal capacity
and authority to enter into this Agreement. All necessary action of the Board
of Directors and shareholders of the Seller, Monroe and Claiborne in authorizing
and entering into this Agreement have been taken. This Agreement is a valid and
legally binding obligation of Seller and is fully enforceable against Seller in
accordance with its terms, except as such enforceability may be limited by
general principles of equity, bankruptcy, insolvency, moratorium and similar
laws relating to creditors' rights generally.
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3.1.4. OPTIONS, WARRANTS AND OTHER RIGHTS AND AGREEMENTS
AFFECTING THE SHARES. There are no authorized or outstanding options, warrants,
calls, subscriptions, rights, convertible securities or other securities, except
for the Shares, or any commitments, agreements, arrangements or understandings
of any kind or nature obligating either of Subsidiaries to issue any capital
stock or other securities.
3.1.5. AGREEMENT NOT IN CONFLICT. To the best of Seller's
knowledge, the execution, acknowledgment, sealing, delivery, and performance of
this Agreement by Seller and the consummation of the transactions as provided by
this Agreement will not (a) violate or require any registration, qualification,
consent, approval, or filing under, (i) any law, statute, ordinance, rule or
regulation (collectively referred to as "Laws") of any government or any agency,
bureau, commission or instrumentality of any government ("collectively referred
to as "Governmental Authorities"), or (ii) any judgment, injunction or order of
any court or Governmental Authorities by which Seller or Subsidiaries are bound;
(b) conflict with or result in the breach of any of Seller's or Subsidiaries'
obligations under, (i) any contract or agreement to which Seller or either of
Subsidiaries is a party or by which Seller or Subsidiaries are bound other than
possible claims of members of D-GAS and Frisco City, of which Purchaser is
indemnifying Seller pursuant to a separate agreement of even date herewith, or
(ii) any judgment, injunction or order of any court or Governmental Authorities
by which Seller or Subsidiaries are bound. To the best of Seller's knowledge,
the interests of the members of Frisco City and D-GAS are as set forth in the
respective operating agreements of Frisco City and D-GAS, except that Anbay,
Ltd. is a successor in interest to Xxxxxxx Oil and Gas LLC, Monroe is a
successor to Seller's interest in Frisco City and Claiborne is a successor to
Xxxxxxxx Refining Company in D-GAS.
3.1.6. CONDUCT IN COMPLIANCE. To the best of Seller's
knowledge, Subsidiaries have conducted and are conducting their affairs in
compliance with all applicable Laws of all Governmental Agencies. Seller is not
aware of any failure of D-GAS in conducting its affairs in material compliance
with all applicable Laws of all Governmental Agencies.
3.1.7. LEGAL PROCEEDINGS. To the best of Seller's knowledge,
there is no action, suit or claim by any person pending or, to the best of
Seller's knowledge, threatened (i) to which any of Subsidiaries or D-GAS is a
party, (ii) challenging or relating to the transactions contemplated by this
Agreement, or (iii) asserting any right with respect to any of the Shares,
except for that certain arbitration action referenced in Section 1.2.4.
3.1.8. FINANCIAL STATEMENTS; ASSETS AND LIABILITIES. Seller
has provided to Purchaser an unaudited balance sheet of each of Subsidiaries
dated August 31, 1997, which is fairly stated in all material respects. D-GAS
has provided Purchaser with an unaudited balance sheet as of August 31, 1997,
which was prepared by Monroe in its capacity as controller of D-GAS solely upon
information provided to it by Purchaser as Plant operator. In reliance on
Purchaser's providing accurate, complete, and necessary financial information
prepared in accordance with generally accepted accounting principles to Monroe,
and with the exception of assets and liabilities relating in any manner to
Xxxxxx Petroleum, Inc. (including possible demurrage charges), Monroe is not
aware that the August 31, 1997 balance sheet of D-GAS is misstated in any
material respect. Capital stock and additional paid-in capital of Monroe and
Claiborne include the respective book balances of investments, respectively, in
Frisco City and D-GAS, at the time the respective capital stock of Monroe and
Claiborne was issued, additional cash contributions from Tipperary on behalf of
Monroe and Claiborne to fund additional contributions, as required, to Frisco
City and D-GAS, capitalized expenses on Monroe's and Claiborne's books, and
minor expense amounts. The respective deficit retained earnings balances of
Monroe and Claiborne consist of the respective allocations of Frisco City and
D-GAS losses based on the applicable sharing ratios, minor expense
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amounts and write-downs of the investments. To the best of Seller's knowledge,
neither Monroe nor Claiborne are indebted to any third parties or to Seller in
any amount pursuant to any loans or trade payables, and Monroe's and Claiborne's
financial liabilities are such as may be owed or relating to the other members
of Frisco City and D-GAS and to Frisco City and D-GAS, if any, and such taxes
and fees as may be imposed on Monroe and Claiborne by Governmental Authorities.
Except for extraordinary operational issues disclosed and discussed in meetings
of members of Frisco City and in correspondence with Purchaser, Monroe and
Claiborne have conducted their operations, for their own accounts and in their
managerial capacities, in the ordinary course of business since the above
balance sheet date.
3.1.9. TAX MATTERS. Subsidiaries have duly and timely filed
with all appropriate Governmental Authorities all tax returns, information
returns, and reports and paid all taxes, assessments and other amounts
associated therewith. There are no taxes attributable, in accordance with the
accounting methods and practices of Seller and its subsidiaries, to periods up
to and including the Closing, for which Purchaser or XxXxxxx may be held liable
which have not been or will not be paid by Seller. Neither Seller nor either of
Subsidiaries is a party to, and Seller is not aware of, any pending or
threatened action, suit, proceeding, or assessment relating to either of
Subsidiaries for the collection of taxes by any Governmental Authorities, except
for pending assessments by Monroe County, Alabama, of the corporate shares tax.
Seller is not aware of any failures by D-GAS to duly and timely file with all
appropriate Governmental Authorities all tax returns, information returns and
reports. There are no tax sharing agreements among Seller and Subsidiaries.
3.1.10. EMPLOYEES. Except for their respective officers, none
of which have received any compensation from Subsidiaries and all of which have
been, while officers of Subsidiaries, employed on a full time basis by Seller,
neither of Subsidiaries has or has ever had any employees and neither has
entered into any agreement or obligation to make any contribution to any
"employee benefit plan" as such term is defined under the Employee Retirement
and Income Security Act.
3.1.11. NO BROKERAGE. Neither Seller nor either of
Subsidiaries has incurred any obligation or liability, contingent or otherwise,
for brokerage fees, finder's fees, agent's commissions, or the like in
connection with this Agreement or the transactions contemplated hereby, which
could in any manner be payable by Purchaser or XxXxxxx.
3.1.12. OFFICERS AND DIRECTORS. Schedule 3.1.12 lists all
current directors and officers of Monroe and Claiborne.
3.1.13. SECURITY INTERESTS. The Security Interests were filed
pursuant to Section 4 of the May 1996 Agreement, and neither Seller nor Monroe
has since entered into any agreement or filed any document in the public records
to further amend the Security Interests or impair the Security Interests.
Seller will file all assignments and statements necessary to assign the Security
Interests as Purchaser may direct.
3.1.14. ACCOUNTS AT FINANCIAL INSTITUTIONS. Neither Monroe nor
Claiborne has any account or safe deposit box at any financial institution.
3.1.15. BOOKS AND RECORDS. The books and records of Monroe and
Claiborne, including organizational documents, have been maintained properly and
in accordance with good business practices in view of the business operations
and affairs of Subsidiaries being wholly-owned by Seller. Monroe, as controller
of D-GAS, during the time it was controller, kept the books and records of
D-GAS, as it related to controller duties, in accordance with good business
practices in reliance upon information provided to it solely from the Purchaser
as Plant operator.
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3.1.16. MONROE AS MANAGING MEMBER. Monroe is the Managing
Member of Frisco City and, to the best of Seller's knowledge, no actions have
been commenced or threatened to remove Monroe as Managing Member. Seller shall
cooperate with any reasonable requests by Purchaser with respect to the
execution or filing of any documents necessary, because of the sale of the
shares of Monroe pursuant to this Agreement, to maintain Monroe as Managing
Member of Frisco City and controller of D-GAS. Monroe is the controller of
D-GAS and, to the best of Seller's knowledge, no actions have been commenced or
threatened to remove Monroe as controller. To the best of Seller's knowledge,
it is not aware of any contracts of Subsidiaries which have not been provided to
Purchaser.
3.1.17. KNOWLEDGE OF ENVIRONMENTAL ACTIONS. To the best of
Seller's knowledge, there are no pending or threatened legal proceedings or
notices of any governmental entities relating to hazardous materials liability
regarding the D-GAS site or environmental laws relating to the D-GAS site.
3.2. PURCHASER'S AND XXXXXXX'X REPRESENTATIONS AND WARRANTIES.
Purchaser and XxXxxxx represent and warrant to Seller that:
3.2.1. DUE ORGANIZATION; GOOD STANDING; POWER. Purchaser is a
corporation duly organized, validly existing, and in good standing under the
laws of the State of Oklahoma. Purchaser has all requisite corporate power to
enter into this Agreement and to perform its obligations hereunder.
3.2.2. AUTHORIZATION AND VALIDITY OF DOCUMENTS. The
execution, acknowledgment, sealing, delivery, and performance of this Agreement
by Purchaser and XxXxxxx, and the consummation by Purchaser of the transactions
contemplated hereby, has been duly and validly authorized by Purchaser and
XxXxxxx. This Agreement has been duly executed, acknowledged, sealed and
delivered by Purchaser and XxXxxxx and is a legal, valid, and binding obligation
of Purchaser and XxXxxxx, enforceable against them in accordance with its terms,
except as such enforceability may be limited by general principles of equity,
bankruptcy, insolvency, moratorium and similar laws relating to creditors'
rights generally.
3.2.3. INVESTMENT INTENT. Except as set forth on Schedule
3.2.3, Purchaser is acquiring the Shares for investment only, for Purchaser's
own account, and not with a view to, for offer for sale or for sale in
connection with, the distribution or transfer thereof. The Shares are not being
purchased for subdivision or fractionalization thereof; and neither Purchaser
nor XxXxxxx has any contract, undertaking, agreement or arrangement with any
person to sell, hypothecate, pledge, donate or otherwise transfer (with or
without consideration) to any such person any of the Shares which Purchaser is
acquiring hereunder, and neither Purchaser nor XxXxxxx has any present plans or
intention to enter into any such contract, undertaking, agreement or
arrangement.
3.2.4. DUE DILIGENCE; AVAILABILITY OF FUNDS FOR PURCHASE
PRICE. As of the date of this Agreement, Purchaser has completed its due
diligence procedures, and neither Purchaser nor XxXxxxx knows of any material
contingency or condition which would prevent the Closing as provided herein.
Purchaser has full legal right and access to funds equal to the Purchase Price
necessary to consummate Purchaser's purchase of the Shares on the date set for
the Closing, assuming the provisions of this Agreement are otherwise met and
complied with.
3.2.5. NO BROKERAGE. Neither Purchaser nor XxXxxxx has
incurred any obligation or liability, contingent or otherwise, for brokerage
fees, finder's fees, agent's commissions, or the like in connection with this
Agreement or the transactions contemplated hereby.
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3.2.6. AGREEMENT NOT IN CONFLICT. To the best of Purchaser's
and XxXxxxx'x knowledge, the execution, acknowledgment, sealing, delivery, and
performance of this Agreement by Purchaser and XxXxxxx and the consummation of
the transactions as provided by this Agreement will not (a) violate or require
any registration, qualification, consent, approval, or filing under, (i) any
law, statute, ordinance, rule or regulation (collectively referred to as "Laws")
of any government or any agency, bureau, commission or instrumentality of any
government ("collectively referred to as "Governmental Authorities"), or (ii)
any judgment, injunction or order of any court or Governmental Authorities by
which Purchaser or XxXxxxx is bound; (b) conflict with or result in the breach
of any of Purchaser's or XxXxxxx'x obligations under, (i) any contract or
agreement to which Purchaser or XxXxxxx is a party or by which Purchaser or
XxXxxxx is bound, or (ii) any judgment, injunction or order of any court or
Governmental Authorities by which Purchaser or XxXxxxx is bound.
3.2.7. CONDUCT IN COMPLIANCE. To the best of Purchaser's and
XxXxxxx' knowledge, Purchaser has conducted and is conducting its affairs in
compliance with all applicable Laws of all Governmental Agencies.
3.2.8. LEGAL PROCEEDINGS. To the best of Purchaser's and
XxXxxxx'x knowledge, there is no action, suit or claim by any person pending or,
to the best of Purchaser's knowledge, threatened (i) to which Purchaser is a
party, (ii) challenging or relating to the transactions contemplated by this
Agreement, or (iii) asserting any right with respect to any of the Shares,
except for that certain arbitration action referenced in Section 1.2.4.
4. COVENANTS. The Parties agree as follows with respect to the period
between the execution of this Agreement and the Closing.
4.1. GENERAL. Each of the Parties will use his or its best efforts to
take all action and to do all things necessary, proper, or advisable in order to
consummate and make effective the transactions contemplated by this Agreement
(including satisfaction, but not waiver, of the closing conditions set forth
herein).
4.2. ORDINARY COURSE OF BUSINESS. Seller will not cause or permit
Subsidiaries to engage in any practice, take any action, or enter into any
transaction outside the Ordinary Course of Business of Subsidiaries except with
respect to Seller's contemplated sale of the Shares. Without limiting the
generality of the foregoing, the Seller will not cause or permit Subsidiaries to
(i) issue or enter into any agreement to issue any additional or other
securities of Subsidiaries, (ii) declare, set aside, or pay any dividend or make
any distribution with respect to its equity securities or redeem, purchase, or
otherwise acquire any of its equity securities, or (iii) pay or incur payables
outside the Ordinary Course of Business. For purposes of this Agreement,
"Ordinary Course of Business" shall mean the ordinary course of business
consistent with past custom and practice.
4.3. NOTICE OF DEVELOPMENTS. Each party hereto agrees to give prompt
written notice to the other parties of any breach, by such party or another
party, of any representations or warranties herein or any breach of any other
provision of this Agreement by such party or another party, or of any
development, occurrence or circumstance which would cause any representations or
warranties of any party to be untrue. The duty to give notice under this
Section 4.3 shall arise whenever a party has knowledge of such a breach,
development, occurrence or circumstance or has reasonable grounds to believe
that such a breach, development, occurrence or circumstance exists or has
occurred.
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5. CONDITIONS TO CLOSING. The following shall be conditions precedent to
the respective or mutual performance of the parties, as the case may be:
5.1. SATISFACTION OF REPRESENTATIONS AND WARRANTIES. The respective
representations and warranties of the parties shall be met and fulfilled in all
material respects.
6. INDEMNIFICATION.
6.1. INDEMNIFICATION BY SELLER. Seller shall defend, indemnify and
hold harmless Purchaser, its officers, directors and employees, from and against
any and all claims, liabilities, losses, costs and expenses (including
reasonable attorneys fees and costs) arising out of, resulting from, or in
connection with any misrepresentation, omission or breach by Seller of any
representation or warranty contained in this Agreement.
6.2. INDEMNIFICATION BY PURCHASER AND XXXXXXX. Purchaser and XxXxxxx,
jointly and severally, shall defend, indemnify and hold harmless Seller, its
officers, directors and employees, from and against any and all claims,
liabilities, losses, costs and expenses (including reasonable attorneys fees and
costs) arising out of, resulting from, or in connection with any
misrepresentation, omission or breach by Purchaser or XxXxxxx of any
representation or warranty contained in this Agreement.
7. MISCELLANEOUS.
7.1. SURVIVAL OF REPRESENTATIONS, WARRANTIES, AND AGREEMENTS. All of
the representations, warranties and agreements of the parties contained in this
Agreement (or in any document delivered or to be delivered pursuant to this
Agreement or in connection with the Closing) shall survive the execution of this
Agreement and the consummation of the transactions contemplated hereby.
7.2. FAIR MEANING. The parties acknowledge that this Agreement is the
product of arms-length negotiations among persons with substantially equal
bargaining power and shall not be construed against the party which accepts
primary responsibility for drafting this Agreement. The language in this
Agreement shall in all cases be construed as a whole according to its fair
meaning, and not strictly for or against any party.
7.3. NOTICES. All notices, requests, demands, consents, and other
communications which are required or may be given under this Agreement
(collectively, the "Notices") shall be in writing and shall be given either (a)
by personal delivery against a receipted copy or other reasonable verification
of delivery, or (b) by certified or registered United States mail, return
receipt requested, postage prepaid, to the following addresses:
(i) If to Seller:
Tipperary Corporation
attn: Xxxxx X Xxxxxxxx, President
000 Xxxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
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with a copy to:
Xxxxxx X. Xxxxxxx, Esquire
Xxxxx & Xxxxxx, P.C.
0000 Xxxxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
(iii) If to Purchaser or XxXxxxx:
Milmac Operating Company
Xxxxx X. XxXxxxx, President
0000 Xxxx Xxxx 000
Xxxxxxx, Xxxxx 00000
with a copy to:
Xxxxx X. Xxxxxxx, Esq.
Xxxxx & Xxxxxxx L.L.P.
0000 Xxxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
or to such other address of which written notice in accordance with this Section
7.3 shall have been provided by such party. Notices may be given only in the
manner hereinabove described in this Section 7.3 and shall be deemed received
upon delivery or three business days following the deposit of the notice in the
United States mail as provided above.
7.4. ENTIRE AGREEMENT. This Agreement constitutes the full, entire
and integrated agreement between the parties hereto with respect to the subject
matter hereof, and supersedes all prior negotiations, correspondence,
understandings and agreements among the parties hereto respecting the subject
matter hereof, including the provisions of any prior agreements for the
resolution of any disputes among the parties hereto relating in any respect to
the subject matter hereof, including the Shares and any interests in Frisco City
or D-GAS.
7.5. ASSIGNABILITY. This Agreement shall not be assignable by any
party hereto without the prior written consent of the other parties hereto.
7.6. BINDING EFFECT; BENEFIT. This Agreement shall inure to the
benefit of and be binding upon the parties hereto, each other person who is
indemnified under any provision of this Agreement, and their respective heirs,
personal and legal representatives, guardians, successors and permitted assigns.
Nothing in this Agreement, express or implied, is intended to confer upon any
other person any rights, remedies, obligations, or liabilities.
7.7. AMENDMENT; WAIVER. No provision of this Agreement may be
amended, waived, or otherwise modified without the prior written consent of all
of the parties hereto. The waiver by any party hereto of a breach of any
provision or condition contained in this Agreement shall not operate or be
construed as a waiver of any subsequent breach or of any other conditions
hereof.
7.9. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which
together shall be deemed to be one and the same instrument. Copies of
signatures, including facsimile copies, shall have the same force and effect as
original signatures.
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7.10. APPLICABLE LAW; JURISDICTION AND VENUE; SERVICE OF PROCESS.
This Agreement shall be deemed to have been made in the State of Colorado; the
parties agree that Colorado has the most significant relationship to this
Agreement; and this Agreement shall be governed by, construed, interpreted and
enforced in accordance with the laws of the State of Colorado. All suits,
proceedings and other actions relating to, arising out of or in connection with
this Agreement shall be submitted to the in personam jurisdiction of the courts
of the State of Colorado or the Federal Courts in the District of Colorado, and
venue for all such suits, proceedings and other actions shall be in Denver,
Colorado. The parties hereby waive any claim against or objection to in
personam jurisdiction and venue in the Federal or state courts in Denver,
Colorado.
7.11. ATTORNEYS' FEES. In the event of a dispute among the parties
that results in litigation, the prevailing party shall be entitled to an award
of attorneys fees and costs.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement on the date first above written.
SELLER: PURCHASER:
TIPPERARY CORPORATION MILMAC OPERATING COMPANY
By: s/b Xxxxx X. Xxxxxxxx By: s/b Xxxxx X. XxXxxxx
--------------------------- -----------------------------------
Xxxxx X. Xxxxxxxx President Xxxxx X. XxXxxxx, President
S/b Xxxxx X. XxXxxxx
---------------------------------------
Xxxxx X. XxXxxxx, Individually
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SCHEDULE 3.1.12
OFFICERS AND DIRECTORS
(Name and Title)
Name Xxxxxx Xxxxxxxxx
---- ------ ---------
Xxxxx X. Xxxxxxxx President, Director President, Director
Xxxx X. Xxxxxx Secretary-Treasurer, Director Secretary-Treasurer, Director
