NEVADA
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0-24012
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98-0501168
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(State or other jurisdiction of
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(Commission File Number)
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(IRS Employer
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incorporation)
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Identification No.)
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Suite 700, 10150 – 100 Street, Alberta, Canada
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T5J 0P6
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
(780) 409-8144
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01
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Entry into a Material Definitive Agreement.
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a)
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$2,435,124 U.S. dollars ($2,697,600 Canadian dollars) was paid to Andora for the purchase and transfer of an undivided 3% interest out of the Purported 6.5% Royalty. The consideration paid was the original cost that Andora paid to acquire its 3% interest in the Purported 6.5% Royalty.
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b)
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$1,007,000 U.S. dollars was paid to Mr. Malik Youyou,, who is a director and majority shareholder of the Corporation, for the purchase and transfer of an undivided 2.5% interest out of the Purported 6.5% Royalty. The consideration paid was for the reimbursement of the original cost that Mr. Youyou paid to acquire this 2.5% interest in the Purported 6.5% Royalty.
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Item 9.01
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Financial Statements and Exhibits.
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Exhibit No.
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Description
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10.1
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Acquisition of Royalty Interest Agreement dated March 18, 2014 between Northern Alberta Oil Ltd. and Andora Energy Corporation, filed herewith.
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10.2
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General Indenture of Conveyance, Assignment and Transfer Agreement dated March 18, 2014 between Northern Alberta Oil Ltd. and Andora Energy Corporation, filed herewith.
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10.3
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Acquisition of Royalty Interest Agreement dated June 16, 2014 between Northern Alberta Oil Ltd. and Mr. Malik Youyou, filed herewith.
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10.4
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General Indenture of Conveyance, Assignment and Transfer Agreement dated June16, 2014 between Northern Alberta Oil Ltd. and Mr. Malik Youyou, filed herewith.
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99.1
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Press Release dated July 3, 2014, filed herewith.
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DEEP WELL OIL & GAS, INC.
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Date: July 3, 2014
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By:
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/s/
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Dr. Horst A. Schmid
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President and CEO
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TO:
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Andora Energy Corporation
[ADDRESS]
[CITY, STATE/PROVINCE, ZIP/POSTAL CODE]
[COUNTRY]
Attention: Mr. Bill Ostlund, President and Chief Financial Officer
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1.
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Andora hereby agrees to sell, assign and transfer to NAOL its entire right, title and interest in the Andora Assets on the terms and subject to the conditions set out in this Agreement (the "Sale Transaction"), effective as of March 18, 2014 (the "Effective Date"). All benefits and liabilities shall be adjusted between Andora and NAOL as of the Effective Date.
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2.
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In consideration for the sale and transfer to NAOL of the Andora Assets, NAOL will, on Closing, pay Two Million Six Hundred Ninety Seven Thousand Six Hundred Dollars Cdn ($2,697,600 Cdn) to Andora or into an account designated by Andora (the "Purchase Price").
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3.
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Closing of the transactions contemplated herein (the "Closing") will occur on or before March 18, 2014 or on such other date as the parties may agree (the "Closing Date"), to be held at the City of Calgary, Canada, or at such other place and time as the parties may agree.
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4.
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This Agreement and the Closing hereof is subject to the parties executing and delivering a mutually acceptable conveyance document.
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(a)
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receipt of the consideration; and
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(b)
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performance by NAOL of its obligations under this Agreement.
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(a)
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performance by Andora of its obligations under this Agreement; and
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(b)
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the representations and warranties contained in Section 7 hereof shall be true and correct at the date of Closing
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7.
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Andora represent and warrant to NAOL that Andora has not encumbered or disposed of any interest in the Andora Assets.
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8.1
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Andora hereby covenants to NAOL that:
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(a)
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Andora shall not, without the prior written consent of NAOL, enter into any transaction which would cause any of its representations or warranties or agreements contained in this Agreement to be incorrect or to constitute a breach of any covenant or agreement of Andora herein;
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(b)
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Andora will not transfer any of its interest in the Royalty Agreement, the Trust Agreement or the Royalty to any other party except in accordance with the terms of this Agreement.
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8.2
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By this Agreement NAOL fully and finally releases all claims which NAOL may have against Andora or the directors, officers and shareholders of Andora in any way pertaining to the Andora Assets, subject only to Section 7 hereof. NAOL shall indemnify and hold harmless Andora from and against all costs, liabilities and expenses of any nature relating to the Andora Assets accruing after the Effective Date.
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9.
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Upon acceptance of the terms of this Agreement by all of the parties hereto, this Agreement shall be deemed to constitute a valid and legally binding agreement.
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10.
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Neither NAOL nor Andora will release nor publish terms and conditions of this Agreement except as required by regulations or law.
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11.
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All Andora's legal costs in connection with the preparation of this Agreement and the completion of the transactions contemplated herein shall be for the account of Andora, whether or not the transactions contemplated hereby are completed. NAOL will pay its own legal costs arising from of this Agreement and any definitive agreements prepared by NAOL's legal counsel.
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12.
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This Agreement shall be governed and interpreted in accordance with the laws of the Province of Alberta.
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13.
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This Agreement may be executed in counterparts with the same effect as if each of the parties hereto had signed the same document and all counterparts will be construed together and constitute one and the same instrument.
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14.
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Neither party may assign their interest in this Agreement without the consent of the other party, not to be unreasonably withheld.
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15.
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This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, personal representatives, successors and permitted assigns.
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16.
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All representations and warranties set out in this Agreement shall expire one year after the Closing Date.
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17.
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This Agreement, together with the conveyance document to be executed at Closing represents and will represent the entire agreement between the parties with respect to the transactions contemplated herein and supersedes all other prior agreements, understandings, negotiations and discussions.
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NORTHERN ALBERTA OIL LTD. | ANDORA ENERGY CORPORATION | |||
Per:
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/s/ Curtis Sparrow
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/s/ William Ostlund
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Name: Mr. Curtis Sparrow
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Name: Mr. William Ostlund
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Title: President
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Title: President
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1.
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The Assignor hereby sells, assigns, transfers, conveys and sets over unto the Assignee and the Assignee hereby purchases and accepts directly from the Assignor all of the right, title, estate and interest of the Assignor in and to the Royalty Agreement and the Royalty, to have and to hold the same together with all benefit and advantage to be derived therefrom forever.
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2.
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All benefits of every kind or nature whatsoever accruing, payable or paid shall be apportioned between the parties as of the date hereof.
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3.
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The Assignor shall, from time to time, after the date of this Assignment at the request and cost of the Assignee execute and deliver all such other and additional documents and shall do all such other and additional acts and things that may be reasonably required to assign the Royalty Agreement and the Royalty to the Assignee.
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4.
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The Assignor, by its execution hereof, does hereby indemnify and save harmless the Assignee of, from and against all claims, costs, damages, obligations or commitments of whatsoever nature which have accrued under the said Royalty Agreement and Royalty prior to the effective date.
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5.
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The Assignee, by its execution hereof, does hereby indemnify and save harmless the Assignor of, from and against all claims, costs, damages, obligations or commitments of whatsoever nature which have accrued under the said Royalty Agreement and Royalty after March 18, 2014.
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6.
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The Assignor and the Assignee agree that nothing in this General Indenture of Conveyance, Assignment and Transfer shall prejudice the right of either party hereto to contest the validity of the Royalty Agreement as against a third party, but such right shall not alter the terms of the Royalty Sale Agreement and, in particular, Clause 8.2 thereof.
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7.
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This Assignment shall enure to the benefit of and be binding upon the Assignor and the Assignee, their successors and assigns.
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ANDORA ENERGY CORPORATION
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NORTHERN ALBERTA OIL LTD.
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Per: |
/s/
William Ostlund
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Per: |
/s/
Curtis Sparrow
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1.
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Youyou hereby agrees to sell, assign and transfer to NAOL his entire right, title and interest in the Youyou Assets on the terms and subject to the conditions set out in this Agreement (the "Sale Transaction"), effective as of June 16, 2014 (the “Effective Date”). All benefits and liabilities shall be adjusted between Youyou and NAOL as of the Effective Date.
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2.
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In consideration for the sale and transfer to NAOL of the Youyou Assets, NAOL will, on Closing, pay Youyou’s cost of One Million Seven Thousand Dollars US ($1,007,000 Dollars US) to Youyou. Payment to Youyou will take place the next business day after NAOL exercises its option. It is understood that NAOL will have to withhold 50% of the purchase price until it receives permission from the Canadian Revenue Agency (“CRA”) to pay the remainder of the payment which was withheld. If NAOL does not receive the aforementioned CRA permission before, June 6 2014, then it has to submit the withheld portion to the CRA; but will assist Youyou in reclaiming any withholding back from the CRA that he is eligible for.
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3.
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Closing of the transactions contemplated herein (the "Closing") will be after NAOL exercises its option to purchase Andora’s 3% gross overriding royalty under this contract or on such other date as the parties may agree (the "Closing Date"), to be held at the City of Edmonton, Canada, or at such other place and time as the parties may agree.
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4.
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This Agreement and the Closing hereof is subject to the parties executing and delivering a mutually acceptable conveyance document.
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5.
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The obligations of Youyou to close the Sale Transaction are subject to:
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(a)
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receipt of the consideration; and
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(b)
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compliance with Canadian Tax regulations regarding the sale of Canadian Taxable Property including, but not limited to, applying for a Canadian Tax Clearance certificate and providing the same to NAOL or, alternatively, allowing NAOL to withhold the appropriate amount from the sales proceeds and submit it to the Canadian Tax authorities; and
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(c)
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performance by NAOL of its obligations under this Agreement.
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6.
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The obligations of NAOL to close the Sale Transaction are subject to:
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(a)
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performance by Youyou of his obligations under this Agreement; and
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(b)
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the representations and warranties contained in Section 7 hereof shall be true and correct at the date of Closing.
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7.
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Youyou represent and warrant to NAOL that Youyou has not encumbered or disposed of any interest in the Youyou Assets.
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8.1
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Youyou hereby covenants to NAOL that:
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(a)
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Youyou shall not, without the prior written consent of NAOL, enter into any transaction which would cause any of its representations or warranties or agreements contained in this Agreement to be incorrect or to constitute a breach of any covenant or agreement of Youyou herein;
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(b)
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Youyou will not transfer any of its interest in the Royalty Agreement, the Trust Agreement or the Royalty to any other party except in accordance with the terms of this Agreement.
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8.2
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By this Agreement NAOL fully and finally releases all claims which NAOL may have against Youyou in any way pertaining to the Youyou Assets, subject only to Section 7 hereof. NAOL shall indemnify and hold harmless Youyou from and against all costs, liabilities and expenses of any nature relating to the Youyou Assets accruing after the Effective Date.
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9.
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Upon acceptance of the terms of this Agreement by all of the parties hereto, this Agreement shall be deemed to constitute a valid and legally binding agreement.
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10.
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Neither NAOL nor Youyou will release nor publish terms and conditions of this Agreement except as required by regulations or law.
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11.
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All Youyou's legal costs in connection with the preparation of this Agreement and the completion of the transactions contemplated herein shall be for the account of Youyou, whether or not the transactions contemplated hereby are completed. NAOL will pay its own legal costs arising from of this Agreement and any definitive agreements prepared by NAOL's legal counsel.
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12.
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This Agreement shall be governed and interpreted in accordance with the laws of the Province of Alberta.
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13.
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This Agreement may be executed in counterparts with the same effect as if each of the parties hereto had signed the same document and all counterparts will be construed together and constitute one and the same instrument.
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14.
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Neither party may assign their interest in this Agreement without the consent of the other party, not to be unreasonably withheld.
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15.
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This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, personal representatives, successors and permitted assigns.
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16.
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All representations and warranties set out in this Agreement shall expire one year after the Closing Date.
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17.
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This Agreement, together with the conveyance document to be executed at Closing represents and will represent the entire agreement between the parties with respect to the transactions contemplated herein and supersedes all other prior agreements, understandings, negotiations and discussions.
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1.
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The Assignor hereby sells, assigns, transfers, conveys and sets over unto the Assignee and the Assignee hereby purchases and accepts directly from the Assignor all of the right, title, estate and interest of the Assignor in and to the Royalty Agreement and the Royalty, to have and to hold the same together with all benefit and advantage to be derived therefrom forever.
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2.
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All benefits of every kind or nature whatsoever accruing, payable or paid shall be apportioned between the parties as of the date hereof.
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3.
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The Assignor shall, from time to time, after the date of this Assignment at the request and cost of the Assignee execute and deliver all such other and additional documents and shall do all such other and additional acts and things that may be reasonably required to assign the Royalty Agreement and the Royalty to the Assignee.
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4.
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The Assignor, by its execution hereof, does hereby indemnify and save harmless the Assignee of, from and against all claims, costs, damages, obligations or commitments of whatsoever nature which have accrued under the said Royalty Agreement and Royalty prior to the effective date.
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5.
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The Assignee, by its execution hereof, does hereby indemnify and save harmless the Assignor of, from and against all claims, costs, damages, obligations or commitments of whatsoever nature which have accrued under the said Royalty Agreement and Royalty after June 6, 2014.
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6.
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The Assignor and Assignee agree that nothing in this General Indenture of Conveyance, Assignment and Transfer shall prejudice the right of either party hereto to contest the validity of the Royalty Agreement as against a third party, but such right shall not alter the terms of the Royalty Sale Agreement and, in particular, Clause 8.2 thereof.
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7.
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This Assignment shall enure to the benefit of and be binding upon the Assignor and the Assignee, their successors and assigns.
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NORTHERN ALBERTA OIL LTD.
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MR. MALIK YOUYOU
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Per:
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/s/ Curtis Sparrow
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Per:
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/s/ Malik Youyou
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Name: Mr. Curtis Sparrow
Title: President
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Name: Mr. Malik Youyou
Title:
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